Appendix 4E Preliminary Final Report ABN 42 004 080 264 Financial Year Ended Previous Financial Year Ended (current period) (previous corresponding period) 30 September 2013 30 September 2012 Results for announcement to the market Extracts of the Incitec Pivot Limited results for the financial year ended 30 September 2013 $A mill Revenues from ordinary activities down 2.8% to 3,403.7 Profit for the financial year down A$138.7 mill to 372.0 Net profit for the financial year down A$138.7 mill to 372.0 Franked amount Amount per security per security at 30% tax Dividends cents cents Current period Interim dividend 3.40 2.55 Final dividend 5.80 4.35 Previous corresponding period Interim dividend 3.30 1.65 Final dividend 9.10 6.83 Record date for determining entitlements to the final dividend: 27 November 2013 Payment date of final dividend: 18 December 2013 Current period Previous corresponding period Net tangible asset backing per ordinary security $0.77 $0.73 The information should be read in conjunction with the consolidated financial report, which is set out on pages 40 to 112. For the profit commentary and any other significant information needed by an investor to make an informed assessment of Incitec Pivot Limited’s results please refer to the accompanying Incitec Pivot Limited Profit Report. Conduit foreign income component: Current period Previous corresponding period For personal use only Interim dividend Interim dividend Ordinary 0.85 cents Ordinary Nil Final dividend Final dividend Ordinary 1.45 cents Ordinary 2.27 cents Incitec Pivot Limited Contents Directors’ Report 1 Corporate Governance Statement 28 Auditor’s Independence Declaration 39 Financial Report 40 Audit Report 114 Annual General Meeting The Annual General Meeting will be held as follows: Location The Melbourne Exhibition Centre The Auditorium Level 2, 2 Clarendon Street Southbank VIC 3006 Date 19 December 2013 Time 2.00 pm Approximate date the annual report will be available 22 November 2013 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] For personal use only 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 2013 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 Paul was appointed as a director on 29 September 2010. Paul is a non-executive director of Perpetual Limited and the Deputy Chairman of Essendon Football Club. From 1982 to Non-executive Chairman 2009, Paul was a partner of PricewaterhouseCoopers (and its predecessor firm, Price Chairman of the Nominations Waterhouse), one of the world’s major chartered accounting and professional services Committee firms, including five years as the Chairman of the Global Board of PricewaterhouseCoopers. Paul is a former Chairman of the Reach Foundation, and of the National Gallery of Victoria’s Business Council, a former member of the Committee for Melbourne, a former board member of Asialink and a former trustee of the Victorian Arts Centre Trust and the Committee for Economic Development of Australia. Anthony Larkin FCPA, FAICD Tony was appointed as a director on 1 June 2003. He is also a non-executive director of Oakton Limited and MMG Limited. Tony was previously a non-executive director of OZ Non-executive director Minerals Limited, Corporate Express Australia Limited and Eyecare Partners Limited, Chairman of the Audit and Risk Executive Director Finance of Orica Limited, Chairman of Incitec Limited and Chairman of Management Committee Ausmelt Limited. During his career with BHP Limited, which spanned 38 years, he held the Member of the Nominations position of Group Treasurer and, prior to that, he held senior finance positions in its steel Committee and minerals businesses and various senior corporate roles. From 1993 to 1997, he was seconded to Foster’s Group Limited as Senior Vice President Finance and Investor Relations. Until early 2006, he was a Commissioner of the Victorian Essential Services Commission. John Marlay BSc, FAICD John was appointed as a director on 20 December 2006. John is Chairman of Cardno Limited and a non-executive director of Boral Limited. He is also Chairman of Flinders Ports Non-executive director Holdings Limited and independent Chairman of Tomago Aluminium Company Pty Ltd, a Chairman of the Remuneration joint venture between Rio Tinto, Alcan, CSR/AMP and Hydro Aluminum companies, and a Committee Member of the Climate Change Authority. John is a former Chief Executive Officer and Member of the Audit and Risk Managing Director of Alumina Limited, a former director of Alesco Corporation Limited, Management Committee Alcoa of Australia Limited and the Business Council of Australia, and the former Chairman of the Australian Aluminium Council. He previously held executive positions with Esso Australia Limited, James Hardie Industries Limited, Pioneer International Group Holdings and Hanson plc. Allan McCallum Dip. Ag Science, Allan was appointed as a director on 15 December 1997. Allan is Chairman of Tassal Group FAICD Limited, a director of Medical Developments International Limited and a member of the Rabobank Advisory Board. He is a former Chairman of CRF Group Limited, CRF (Colac Non-executive director Otway) Pty Ltd and Vicgrain Limited and a former director of Graincorp Limited. Allan has Chairman of the Health, Safety, extensive experience across agriculture and agribusiness. Environment and Community Committee Member of the Remuneration Committee Rebecca McGrath BTP(Hons), Rebecca was appointed as a director on 15 September 2011. Rebecca is a non-executive MASc, FAICD director of OZ Minerals Limited, CSR Limited and Goodman Group. Rebecca is also a member of the Advisory Council at JP Morgan Australia. Her most recent executive position Non-executive director was Chief Financial Officer & Executive Board member for BP Australia and New Zealand. Member of the Audit and Risk During her 23 year career with BP plc, Rebecca held a number of senior roles including as Management Committee Chief Financial Officer and Executive Board member for BP Australia and New Zealand. Member of the Health, Safety, Rebecca is also a former director of Big Sky Credit Union Limited. For personal use only Environment and Community Committee Member of the Nominations Committee 1 Incitec Pivot Limited Name, qualifications and Experience special responsibilities Graham Smorgon AM Graham was appointed to the Board on 19 December 2008. Graham is a non-executive B.Juris, LLB director of Arrium Limited, Chairman of Smorgon Consolidated Investments and the GBM Group, and a Trustee of the Victorian Arts Centre Trust. His former roles include Chairman of Non-executive director the Print Mint Group, director of Fed Square Pty Ltd, Chairman of the Arts Centre Member of the Health, Safety, Foundation, Chairman of Smorgon Steel Group Ltd, President of the Carlton Football Club, Environment and Community Deputy Chairman of Melbourne Health, Director of The Walter and Eliza Hall Institute of Committee Medical Research, Chairman of Creative Brands, Chairman of GBM Logic, Member of the Member of the Nominations Committee Council of Bialik College, Director of the Playbox Theatre Company and Playbox Malthouse Limited, Trustee of the Royal Melbourne Hospital Neuroscience Foundation, Chairman of Member of the Remuneration Committee the RMIT Marketing Industry Advisory Working Committee, and partner of law firm Barker Harty & Co, where he practised as a commercial lawyer for 10 years. In 2013, Graham was awarded a Membership in the Order of Australia for significant service to business and to the community in the State of Victoria. James Fazzino BEc(Hons) James was appointed Managing Director & CEO on 29 July 2009. James was first appointed as a director on 18 July 2005, following his appointment as Chief Financial Officer in May Managing Director & CEO 2003. Before joining Incitec Pivot, he had many years’ experience with Orica Limited in Member of the Health, Safety, several business financial roles, including Investor Relations Manager, Chief Financial Officer Environment and Community for the Orica Chemicals group and Project Leader of Orica’s group restructure in 2001. Committee Company Secretary Principal activities During the 2012/13 financial year, Mrs Kerry Gleeson held the The principal activities of the Group during the course of the office of Company Secretary. Kerry is a practising solicitor, financial year were the manufacture, trading and distribution of having been admitted to practice in England and Wales in 1991, fertilisers, industrial explosives and chemicals, and the provision and in Victoria, Australia, in 2001. of related services. No significant changes have occurred in the Kerry was appointed as Company Secretary on 16 February nature of these activities during the financial year. 2004, having previously practised as a lawyer with Blake Dawson (now Ashurst) in Melbourne and, prior to that, Kerry Operating and financial review was a partner of an English law firm. In 2012, Kerry became a Refer to the operating and financial review on page 5. Fellow of the Australian Institute of Company Directors. Dividends On 31 October 2013, Mrs Gleeson resigned as Company Secretary. Ms Daniella Pereira was appointed as Company Dividends paid since the last annual report were: Secretary on 31 October 2013.