Appendix 4E Preliminary Final Report ABN 42 004 080 264 Financial Year Ended Previous Financial Year Ended (current period) (previous corresponding period) 30 September 2015 30 September 2014 Results for announcement to the market Extracts of the Incitec Pivot Limited results for the financial year ended 30 September 2015 $A mill Revenues from ordinary activities up $Amill 291.3 (8.7%) to 3,643.3 Net profit for the financial year attributable to members of Incitec Pivot Limited up $Amill 151.5 (61.3%) to 398.6 Profit after tax excluding individually material items attributable to members of Incitec Pivot Limited up $Amill 42.3 (11.9%) to 398.6 Franked amount Amount per security per security Dividends cents cents Current period Interim dividend 4.40 0.00 Final dividend 7.40 4.44 Previous corresponding period Interim dividend 3.50 2.63 Final dividend 7.30 0.73 Record date for determining entitlements to the final dividend: 23 November 2015 Payment date of final dividend: 14 December 2015 The Dividend Reinvestment Plan (the DRP) will continue to operate at nil discount. The last date to elect to participate in the DRP is 24 November 2015. In accordance with the DRP Rules, the offer price will be calculated as the arithmetic average of the daily volume weighted average market price of the Company’s shares during the 10 trading days commencing on the second trading day after the record date. Current period Previous corresponding period Net tangible asset backing per ordinary security $0.80 $0.85 The information should be read in conjunction with the consolidated financial report, which is set out on pages 39 to 71. For the profit commentary and any other significant information needed by an investor to make an informed assessment of Incitec Pivot’s results please refer to the accompanying Incitec Pivot Limited Profit Report. Conduit foreign income component: Current period Previous corresponding period Interim dividend Interim dividend Ordinary 4.40 cents Ordinary 0.88 cents Final dividend Final dividend Ordinary 2.96 cents Ordinary 4.27 cents Incitec Pivot Limited Contents Directors’ Report 1 Auditor’s Independence Declaration 37 Financial Report 38 Audit Report 73 Annual General Meeting The Annual General Meeting will be held as follows: Location The Melbourne Convention Centre Level 1, Rooms 105 and 106 1 Convention Centre Place South Wharf VIC 3006 Date 17 December 2015 Time 2.00 pm Approximate date the annual report will be available 20 November 2015 Compliance Statement This report has been prepared under accounting policies which comply with the Corporations Act 2001 (Cth), the Accounting Standards and other mandatory professional reporting requirements in Australia, and the Corporations Regulations 2001 (Cth). This report uses the same accounting policies as the financial statements prepared under the Corporations Act 2001 (Cth). This gives a true and fair view of the matters disclosed. The financial report is based on accounts which have been audited. For further information, please contact: Investor Relations Gerard Buckle T: 03 8695 4514 M: 0423 767 933 E: [email protected] Incitec Pivot Limited Directors’ Report The directors of Incitec Pivot Limited present the directors’ report, together with the financial report, of the Company and its controlled entities (the Group) for the year ended 30 September 2015 and the related auditor’s report. Directors The directors of the Company during the financial year and up to the date of this report are: Name, qualifications and Experience special responsibilities Paul Brasher BEc(Hons), FCA Mr Brasher was appointed as a director on 29 September 2010. He is a non-executive director of Amcor Limited and the Deputy Chairman of the Essendon Football Club. He is also Non-executive Chairman a former director of Perpetual Limited. From 1982 to 2009, Mr Brasher was a partner of Chairman of the Nominations PricewaterhouseCoopers (and its predecessor firm, Price Waterhouse), including five years as Committee the Chairman of the Global Board of PricewaterhouseCoopers. Mr Brasher brings to the Board his local and global experience as a senior executive and director, particularly in the areas of strategy, finance, audit and risk management and public company governance, as well as his experience as a non-executive director of Australian companies with significant overseas operations. Directorships of listed entities within the past three years: • Director, Amcor Limited (since January 2014) • Director, Perpetual Limited (November 2009 – August 2015) Kathryn Fagg FTSE, BE(Hons), Ms Fagg was appointed as a director on 15 April 2014. Ms Fagg is a non-executive member of MCom(Hons) the Reserve Bank of Australia, and is also a non-executive director of Djerriwarrh Investments Limited and Boral Limited. She is Chair of the Melbourne Recital Centre and a non-executive Non-executive director director of the Breast Cancer Network of Australia. Ms Fagg was previously President of Member of the Health, Safety, Corporate Development at Linfox Logistics Group and, prior to that, she held executive roles Environment and Community with BlueScope Steel and Australia and New Zealand Banking Group. Ms Fagg was also a Committee consultant with McKinsey and Co. Member of the Remuneration Committee Ms Fagg brings to the Board extensive executive experience across a range of industries in Australia and Asia, including logistics, manufacturing, resources, banking, professional services and strategy consulting, as well as her experience in managing international subsidiaries for global businesses. Directorships of listed entities within the past three years: • Director, Boral Limited (since September 2014) • Director, Djerriwarrh Investments Limited (since May 2014) Gregory Hayes MAppFin, Mr Hayes was appointed as a director on 1 October 2014. Mr Hayes is also a non-executive GradDipACC, BA, ACA director of Echo Entertainment Group Limited. His prior roles include: Chief Financial Officer and Executive Director of Brambles Limited, Chief Executive Officer & Group Managing Director Non-executive director of Tenix Pty Ltd, Chief Financial Officer and later interim CEO of the Australian Gaslight Chairman of the Audit and Risk Company (AGL), CFO Australia and New Zealand of Westfield Holdings and Executive General Management Committee Manager, Finance of Southcorp Limited. Mr Hayes is an experienced executive having worked across a range of industries including energy, infrastructure and logistics. He brings to the Board skills and experience in the areas of strategy, finance, mergers and acquisitions and strategic risk management, in particular in listed companies with global operations. Directorships of listed entities within the past three years: • Director, Echo Entertainment Group Limited (since April 2015) • Director, Brambles Limited (December 2009 to October 2012) 1 Incitec Pivot Limited Name, qualifications and Experience special responsibilities John Marlay BSc, FAICD Mr Marlay was appointed as a director on 20 December 2006. Mr Marlay is Chairman of Cardno Limited and a non-executive director of Boral Limited. He is also the independent Chairman of Non-executive director Flinders Ports Holdings Limited. Mr Marlay is a former Chief Executive Officer and Managing Chairman of the Remuneration Director of Alumina Limited, a former director of Alesco Corporation Limited, Alcoa of Australia Committee Limited and the Business Council of Australia, the former Chairman of the Australian Aluminium Member of the Audit and Risk Council and the former independent Chairman of Tomago Aluminium Company Pty Ltd. Management Committee Mr Marlay brings extensive international experience as a public company chief executive, operational experience including in manufacturing industries as well as non-executive director experience in companies with global operations, particularly in North America. Directorships of listed entities within the past three years: • Chairman, Cardno Limited (since August 2012) and Director (since November 2011) • Director, Boral Limited (since December 2009) • Director, Alesco Corporation Limited (December 2011 to December 2012) Rebecca McGrath BTP(Hons), Ms McGrath was appointed as a director on 15 September 2011. Ms McGrath is currently a MASc, FAICD non-executive director of OZ Minerals Limited, CSR Limited and Goodman Group. Ms McGrath is also a director of Barristers Chambers Limited and Project New Dawn Ltd and a member of Non-executive director the Advisory Council at JP Morgan Australia. During her 23 year career with BP plc, Ms Chairman of the Health, Safety, McGrath held a number of senior roles including as Chief Financial Officer and Executive Board Environment and Community member for BP Australia and New Zealand. Ms McGrath is also a former director of Big Sky Committee Credit Union Limited. Member of the Audit and Risk Management Committee Ms McGrath brings to the Board over 20 years experience in the international oil industry, senior executive experience in operations and finance, an operational and strategic Member of the Nominations Committee understanding of occupational health and safety both as an executive and as a director and experience gained through significant exposure to manufacturing and supply chain management. Directorships of listed entities within the past three years: • Director, Goodman Group (since April 2012) • Director, CSR Limited (since February 2012) • Director, Oz Minerals Limited (since November 2010) Graham Smorgon AM Mr Smorgon was appointed