Incitec Pivot : 2023 Corporate Governance Statement

Corporate

Governance

Statement

2023

Contents

Corporate Governance Statement 2023 . . . . . . . . . . . . . . . 3

Role of the Board and the CEO. . . . . . . . . . . . . . . . . . . . . . . 3

Board Structure and Composition	4
Committees of the Board	9
Ethical and Responsible Behaviour	10

Recognise and Manage Risk. . . . . . . . . . . . . . . . . . . . . . . . 12

Integrity in Corporate Reporting . . . . . . . . . . . . . . . . . . . . 15

Diversity, Equity and Inclusion. . . . . . . . . . . . . . . . . . . . . . 16

Engaging with Shareholders and Investors . . . . . . . . . . . . 18

This document is interactive. Click any heading above to be taken to that page. Click the home icon at the bottom of any page to return to this menu.

Incitec Pivot Limited Corporate Governance Statement 2023

2

Corporate

Governance

Statement 2023

This Corporate Governance Statement outlines the key aspects of the corporate governance framework that has been established by Incitec Pivot Limited (IPL or the Company) and its group companies (the Group) and its governance practices for the reporting period ended 30 September 2023.

IPL is committed to achieving and demonstrating the highest standards of corporate governance. The Board has implemented, and operates in accordance with, a set of corporate governance principles which the Board sees as fundamental to IPL's continued growth and success and the achievement of its corporate ambition and strategy. The Board continues to review IPL's corporate governance framework and practices to ensure they meet the interests of shareholders and the expectations of the Company

as a responsible corporate entity.

IPL has complied with the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (4th Edition) (ASX Recommendations) throughout the financial year ending 30 September 2023.

Copies of the governance documents that are referred to in this document including summaries or copies of the charters, policies and codes are available on the Corporate Governance section of the IPL website: www.incitecpivot. com.au/Corporate_Governance.

This Corporate Governance Statement is current as at

20 November 2023 and has been approved by the Board.

Role of the Board and the CEO

Role of the Board

The Board is accountable to IPL's shareholders for the performance and management of the Company. The Board has adopted

a Charter that details the role, powers, responsibilities and membership of the Board and the arrangements by which it operates. The primary role of the Board is to set the strategic direction, policies and financial objectives of the Company, as well as monitoring compliance with regulatory requirements and ethical standards and appointing and reviewing the performance of the Chief Executive Officer (CEO).

The Board is responsible for:

• approving IPL's corporate strategy and budgets;
• approving IPL's Code of Conduct and corporate values to underpin the desired culture within the Company;
• overseeing the integrity of IPL's accounting and corporate reporting systems, including the external audit;
• monitoring and reviewing IPL's disclosure process to ensure that adequate, accurate and timely information is being provided by IPL to its shareholders, the Australian Securities Exchange and other stakeholders;
• approval and oversight of major transactions and initiatives;
• monitoring compliance with laws, regulatory obligations and accounting standards;
• overseeing IPL's risk management framework and setting any risk appetite within which the Board expects Management to operate;
• overseeing IPL's sustainability, climate change and decarbonisation strategy;
• monitoring and influencing IPL's culture and implementing procedures and principles to promote ethical and responsible decision-making and confidence in IPL's integrity; and
• appointing the CEO, approving the appointment
  of the direct reports to the CEO, monitoring management's performance and reviewing executive succession planning.

The Board seeks to serve the interests of the Company and its shareholders, as well as IPL's other stakeholders such as employees, customers and the community, in a manner designed to create and continue to build sustainable value for the Company.

Role of the CEO

Under the Company Constitution, the Board may delegate

any of its powers to the CEO. The Board has delegated authority to manage and control the day to day affairs of the Company to the CEO in relation to all matters other than those responsibilities that are specifically reserved for the Board in accordance with the Board Charter. The CEO is accountable to the Board.

The Delegated and Reserved Powers Policy details the authority delegated to the CEO, including the limits on the way in which the CEO can exercise that authority. In accordance with the Delegated and Reserved Powers Policy, the CEO may also delegate to members of the Executive Team and senior management as required.

A summary of the Delegated and Reserved Powers Policy is available on the Corporate Governance section of IPL's website.

Incitec Pivot Limited Corporate Governance Statement 2023

3

Board Structure and Composition

Composition of the Board

The Board currently comprises seven non-executive directors.

The Company's Constitution provides for a minimum of three, and a maximum of nine directors and the Board Charter provides that the Board will consist of a majority of independent, non-executive directors. In accordance with the Board Charter, the number of directors and composition of the Board is determined having regard to what is appropriate for IPL to achieve efficient and prudent decision making.

The table below lists the current directors, their date of appointment and independence status. Jeanne Johns ceased as the Managing Director & CEO (MD&CEO) on 6 June 2023 and Paul Victor, IPL's Chief Financial Officer (CFO), was appointed as interim CEO while the Board undertakes a comprehensive search process for a permanent CEO. Brian Kruger ceased as Chairman and non-executive director, and Gregory Robinson was appointed as Chairman, on 11 November 2023.

Detailed biographies for the current directors are available in the 2023 Annual Report and on the About Us section of IPL's website.

Name of Director	Term in office	Status
Gregory Robinson (Chairman)	Director since 25 November 2019 and Chairman since 11 November 2023	Independent non-executive director
Bruce Brook	Director since 3 December 2018	Independent non-executive director
Xiaoling Liu	Director since 25 November 2019	Independent non-executive director
George Biltz	Director since 1 December 2020	Independent non-executive director
Tonianne Dwyer	Director since 20 May 2021	Independent non-executive director
Michael Carroll	Director since 6 March 2023	Independent non-executive director
John Ho	Director since 6 March 2023	Non-independentnon-executive director

As prescribed under the Board Charter, IPL seeks to have directors with an appropriate range of skills, experience and expertise and an understanding of, and competence to deal with, current and emerging issues in the Company's business.

The Board's oversight of both its own succession plan, as well as those for the CEO and their direct reports, is designed to maintain an appropriate balance of skills, experience, expertise and diversity on the Board as well as in management.

A summary of the directors' skills and experience as relevant to the Company and the diversity of Board membership as at 20 November 2023 is set out in the table and graphs below. The Board considers that, collectively, the directors possess an effective mix of skills and attributes, with significant commercial, business, operational and financial skills and experience in a diverse range of industries and geographies.

Further information regarding IPL's approach to diversity can be found in the Diversity, Equity and Inclusion section of this Corporate Governance Statement.

Board tenureBoard gender

43%	57%	29%	71%
3-6 years	0-3 years	female	male

Incitec Pivot Limited Corporate Governance Statement 2023

4

Skills and experience

Number

Executive Leadership

Senior executive experience in a listed company or a large and complex organisation.

Governance

Experience in a listed company or large organisation where there is a commitment to upholding corporate governance practices and standards.

Financial Acumen

Senior executive or other experience in understanding financial accounting and reporting, internal financial risks and controls, capital management, corporate finance and/or corporate transactions.

Strategy and Global Perspectives

Experience in developing and executing business strategy and driving growth outcomes in large and complex organisations with a global perspective.

Risk Management

Identifying and managing risks that could impact upon the business and its reputation, setting risk appetite, monitoring the effectiveness of risk frameworks and controls, and building organisational risk culture.

Industry Experience

Senior executive role or substantial Board experience in:

Mining and Resources

Industrial Manufacturing

Chemical Manufacturing

Logistics and Supply Chain Management

Agriculture

People and Culture

Experience in monitoring a company's culture, overseeing people management, talent development, succession planning, promotion of diversity and inclusion, and setting remuneration frameworks.

Health and Safety

Experience in identification and management of health and safety issues, including mental and physical health.

Environment and Sustainability

Experience in managing and driving environmental compliance and social responsibility, including in relation to sustainability and climate change.

Technology and Digital Innovation

Knowledge and/or experience in the use, governance and protection of data and critical information, including potential cyber security risk exposures. Leveraging innovation in product technology to support business growth and drive competitive advantage.

Key - Experience Scale

Highly Skilled - high degree of knowledge or expertise; significant experience and capabilities in most aspects

Skilled - intermediate degree of knowledge or expertise; direct experience or significant capabilities in some aspects Knowledgeable - general knowledge or awareness; some experience

Incitec Pivot Limited Corporate Governance Statement 2023

5

Director independence

The Board Charter requires that the Board comprises of a majority of independent non-executive directors.

The Board regularly assesses the independence of each director in light of any interest disclosed by them and will consider

all of the relevant facts and circumstances in determining whether the director is independent. In order to determine the independence of a director, the Board adopts the test in the ASX Recommendations, that a director is independent if he or she is free of any interest, position or relationship that might influence, or reasonably be perceived to influence, in a material respect, their capacity to bring an independent judgment to bear on issues before the Board and to act in the best interests of IPL

as a whole, rather than in the interests of an individual shareholder or other party.

A range of factors is considered by the Board in assessing the independence of its directors, including those set out in the ASX Recommendations. In assessing the independence of a director, consideration is given to the director's tenure and the underlying purpose behind any relationship a director may have with a third party that is identified as relevant to the assessment and overall purpose of independence.

In determining whether a sufficiently material relationship (as defined in Box 2.3 of the ASX Recommendations) exists between IPL and a third party for the purposes of determining the independence of a director, the Board has regard to all the circumstances of the relationship, including among other things:

• the value (in terms of aggregate and proportionate expenses or revenues) that the relationship represents to both IPL and the third party;
• the strategic importance of the relationship to IPL's business; and
• the extent to which the services provided by or to IPL are integral to the operation of IPL's business, including the extent to which the services provided are unique and not readily replaceable.

The Board considers that Gregory Robinson, Bruce Brook, Xiaoling Liu, George Biltz, Tonianne Dwyer and Michael Carroll are each independent, when assessed on the criteria above, taking into account the tenure and all the relevant interests, matters and relationships of the particular director. John Ho is considered to be a non-independent director, as he was nominated by, and is the Founder and Chief Industrialist Investor of, Janchor Partners Limited who has a substantial shareholding in IPL.

In summary, of the seven directors currently on the Board, the Board considers that six directors are independent.

The Chairman of the Board

The Board Charter provides that the Chairman of the Board should be an independent, non-executive director who has been appointed by the Board. In accordance with the ASX Recommendations, the Chairman is not the same person as the CEO.

The role of the Chairman is to represent the Board to the shareholders of the Company and communicate the views of the Board. The Chairman provides leadership to ensure that the Board works together to effectively and efficiently discharge its responsibilities under the Board Charter. The Chairman also oversees the performance of the Board and communicates with the CEO and Company Secretary to set the agendas and schedule regular Board meetings throughout the year.

Gregory Robinson was appointed Chairman of the Company on 11 November 2023, following the cessation of Brian Kruger as Chairman and non-executive director on 11 November 2023. Further information regarding the experience and qualifications of Gregory Robinson is set out in the Board of Directors section of the 2023 Annual Report.

The role of the Company Secretary

The Company Secretary is responsible for assisting the Chairman and the Board in developing and maintaining its corporate governance processes to ensure that the Board fulfils its role and to achieve IPL's objectives.

The Company Secretary is responsible to the Board for ensuring that Board procedures and the Constitution are followed, managing the day-to-day operations of the Company Secretariat function and acting as secretary of the Board and each Board Committee and attending all meetings as required.

The Board appoints and removes the Company Secretary and the Company Secretary is accountable to the Board, through the Chairman, on all matters to do with the proper functioning of the Board.

Richa Puri was appointed as the Company Secretary on 8 August 2019. Further information regarding Richa Puri's experience and qualifications is set out in the Directors' Report section of the 2023 Annual Report.

Board and Committee meetings

The Board and each of the Committees holds scheduled meetings during the financial year, plus any additional meetings that may be necessary to address any significant matters, as and when they arise. To facilitate independent decision making by the Board, the non-executive directors may also meet at Board and Committee meetings without management present.

The directors are expected to allocate appropriate time to prepare, attend and participate at each Board meeting and at each Committee meeting of which they are a member. The details of the Board and Committee meetings that were held during the financial year ended 30 September 2023 are set out in the Directors' Report section of the 2023 Annual Report.

Incitec Pivot Limited Corporate Governance Statement 2023

6

Election/re-election of directors

In accordance with the ASX Listing Rules and the Company's Constitution no member of the Board (other than the CEO) may serve for more than three years without being re-elected by shareholders at an annual general meeting of the Company.

The Board will assess the performance of any director that submits themselves for re-election at the annual general meeting and the assessment is conducted in the absence of the director seeking re-election.

The Board considers the performance of the director seeking re-election when making a recommendation to shareholders and provides shareholders with all information that is considered to be material, to assist in making a determination as to whether they should support the re-election of the director at the annual general meeting.

In addition, the Company's Constitution provides that a director appointed by the Board during the year must retire at the next annual general meeting and is eligible for election at that meeting.

In this respect, Michael Carroll and John Ho who were each appointed as directors since the last Annual General Meeting, will be standing for election at the 2023 Annual General Meeting to be held on 20 December 2023.

Appointment of new directors to the Board

The Nominations Committee assists the Board in identifying the skills and competencies that are represented by the current Board members and any skills and competencies that may be required, to assist the Board in fulfilling its roles and responsibilities under the Board Charter. The Board skills matrix assists the Nominations Committee to identify any such skills and competency gaps.

The Nominations Committee further assists the Board by considering the succession plan for the Board, the CEO and the CFO at least annually to maintain an appropriate balance of skills, experience, expertise and diversity and make recommendations to the Board in relation to that plan.

As and when necessary, the Nominations Committee will, having regard to the skills and competencies currently represented on the Board and the skills and competencies required, implement a process to identify suitable candidates to be appointed as a non-executive director on the Board. This process may include a search being undertaken by an appropriate third party.

In addition to evaluating candidate(s)' skills, experience and competencies, the Nominations Committee also considers the candidate(s)' independence, potential conflicts of interest and ability to devote the necessary time to the role. Candidates that are deemed to have the necessary skills, experience and competencies that best complement the existing skills and competencies of Board members will be evaluated by the Nominations Committee, with the Nominations Committee making a recommendation to the Board regarding the appointment. Appropriate background and reference checks are conducted, including but not limited to professional experience, education, criminal and bankruptcy searches, before appointing a candidate to the Board or putting someone forward for election as a director. When the Board considers that a suitable candidate has been found, that person is engaged by a letter of appointment which sets out the terms and conditions of their appointment, as a member of the Board. In accordance with the Company's Constitution, a newly appointed director, must stand for election by shareholders at the next Annual General Meeting.

IPL confirms it engaged an independent third party provider to conduct background checks in relation to Michael Carroll and John Ho prior to their appointments with no concerns raised from the checks.

Director induction, training and continuing education

The Nominations Committee is responsible for developing and reviewing induction procedures for new appointees to the Board to enable them to effectively discharge their duties as non-executive directors. The induction program includes meeting with members of the Executive Team and key members of Management to gain an overview and understanding of their areas of responsibility.

The Charter for the Nominations Committee provides that the induction procedures should enable new directors to gain an understanding of the Company's financial, strategic, operational and risk management position, the culture and values of IPL, the rights, duties and responsibilities of the directors, the roles and responsibilities of senior executives, the role of Board Committees, meeting arrangements and director interaction with senior executives and other stakeholders.

Directors are expected to maintain the skills, competencies and knowledge required to perform their role effectively. The Nominations Committee considers the annual Board Education Program and ensures that continuous education measures are in place to enhance director competencies, keep directors up to date with new developments and enhance directors' knowledge and skills. These measures include visiting the Company's sites to meet with management and gain a better understanding of the business operations, as well as having access to education materials and briefings concerning key developments in the Company and in the industries in which the Company operates. During the year, directors' visited IPL's offices and sites at Phosphate Hill and Mt Isa (Queensland, Australia), Geelong SSP and Werribee Laboratory (Victoria, Australia), Salt Lake City and Lehi (Utah, US) and St Helens (Oregon, US).

In addition, the Nominations Committee periodically reviews whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.

Access to information and independent advice

The Directors are entitled to have access to all relevant Company information and to members of management, required to discharge their responsibilities as a director. In addition, subject to obtaining the prior approval of the Chairman, the directors have the right to seek independent professional advice at the Company's expense to assist in carrying out their Board duties.

Incitec Pivot Limited Corporate Governance Statement 2023

7

Agreements with directors and senior executives

The Company engages all non-executive directors by a letter of appointment which sets out the key terms and responsibilities of their role as a non-executive director.

The Company has also entered into employment contracts with each of its senior executives. Details of these contracts are set out in the Remuneration Report section of the 2023 Annual Report. Appropriate background checks are undertaken before appointing senior executives.

Performance evaluation

In accordance with its Charter, the Board is required to undertake an annual performance evaluation of itself and each standing committee to assess the performance of the Board and the relevant committee against the requirements of the Charters and to ensure that they remain effective and evaluate the individual performance of each director. For directors who are retiring and standing for re-election at the annual general meeting, their performance is reviewed as part of their nomination for re-election.

The Board conducted an external review of the effectiveness of the Board as a whole and individual directors in the final quarter of 2023, with the review and related feedback concluding during November 2023. The overall findings of the review were presented to the Board, and each director standing for election was provided feedback on their contribution and performance.

As part of the Board's oversight of executive management, the Board monitors and evaluates the performance of the CEO. The performance evaluation of the CEO is conducted by the Chairman and involves an assessment of a range of performance standards as determined by the Board, including assessing performance with regard to execution of the strategic objectives and the overall performance of the Company, and also incorporates feedback from the other directors.

Further, the Board monitors the performance of the CEO's direct reports. The CEO conducts the annual review for each of his/ her direct reports, whereby each executive is assessed against agreed performance objectives, including business/financial/ operational targets, functional/managerial goals and personal accountabilities. The performance evaluations of the Interim CEO's direct reports for the 2023 financial year were conducted in the final quarter of the 2023 calendar year in accordance with the process outlined above.

Remuneration of directors and senior executives

IPL's policy is to remunerate non-executive directors by way of fees and payments which may be in the form of cash, non- cash benefits and superannuation benefits. IPL's broad policy in relation to the level of non-executive directors' fees and payments is to ensure that these fees and payments are consistent with the market and enable IPL to attract and retain directors of an appropriate calibre.

Details of these fees and payments are included in the table titled "Non-executive Directors' remuneration" in the Remuneration Report. The Company's policy is that non-executive directors should not be remunerated by way of options, shares, performance rights, bonuses or incentive-based payments.

The Minimum Shareholding Requirement (MSR) for our non- executive directors commenced in the 2020 financial year.

The MSR is an initiative to further align director and shareholder interests and requires each director to hold the equivalent of 100% of their base Board fee in IPL shares at the completion of

5-years of service. The Remuneration Report section of the 2023 Annual Report contains further information on the MSR.

The details pertaining to the remuneration paid to senior executives during the 2023 financial year are included in the Remuneration Report section of the 2023 Annual Report.

Under the Company's Securities Trading Policy, 'restricted employees' must not enter into hedging arrangements which operate to limit the economic risk of their security holding in IPL.

Incitec Pivot Limited Corporate Governance Statement 2023

8

Committees of the Board

The Board Charter provides that the Board may delegate any of its powers to a committee of directors, with the purpose of assisting the Board in discharging its responsibilities. The Board currently has the following four standing Committees:

• the Audit and Risk Management Committee;
• the Health, Safety, Environment and Community Committee;
• the Nominations Committee; and
• the Remuneration Committee.

The roles, responsibilities and composition requirements for each standing Board Committee are detailed in the Committee's respective Charter and are also summarised in the table below. The Charters for each Committee are available on the Corporate Governance section of IPL's website.

As and when required, the Board may also establish subCommittees to give detailed consideration to specific matters, and where required, approve certain matters within Board- approved parameters.

All Directors have access to the Board Committee papers and minutes and may attend the meetings of a Committee even if they are not a member of that specific Committee. The Chairman of each Board Committee provides a verbal report on the Committee's business at the next Board meeting.

The details regarding the number of Board and Committee meetings held during the financial year and the attendance of each director, is set out in the Directors' Report section of the 2023 Annual Report. The details regarding the current Board Committee membership are set out in the Board of Directors section of the 2023 Annual Report.

Audit and Risk Management	Health, Safety, Environment	Nominations Committee	Remuneration Committee
Committee	and Community Committee

Purpose	The purpose of the
	Committee is to assist
	the Board in its review of
	financial reporting principles
	and policies, controls and
	procedures, internal control
	and risk management
	and internal audit. The
	Committee also assists the
	Board in its review of the
	integrity and reliability of
	the Company's financial
	statements, the external
	auditor and the Company's
	compliance with legal and
	regulatory requirements.

The purpose of the Committee is to assist the Board in fulfilling its duties with regard to the oversight of health, safety, and environment matters arising out of the Group's activities as they may affect employees, contractors and the local communities in which it operates.

The purpose of the Committee is to assist and advise the Board on Board composition, director selection and nomination practices, succession planning for the Board, performance evaluation processes, induction, training and development

for directors and strategies to address Board diversity, in each case, to ensure that the Board comprises individuals able to discharge the responsibilities of directors, with the benefit of a range of skills, experience, expertise, perspectives and diversity appropriate for the Group and its businesses and that appropriate succession plans are in place.

The purpose of the Committee is to assist and advise the Board on remuneration policies and practices for the Board, the CEO, the Executive Team and senior management. The policies and practices should be designed to enable IPL to attract, retain and motivate directors, executives and employees to create value for shareholders, be fair and appropriate having regard to the performance of the Company and the relevant director, executive or employee and comply with relevant legal requirements.

Composition	The Composition
	requirements for the
	Committee include:
	» there must be at least
	three non-executive
	directors;
	» a majority of the members
	must be independent
	directors; and
	» the Chairman must be an
	independent director who
	is not Chairman of the
	Board.

The Composition requirements for the Committee include:

• the Committee will consist of at least four members; and
• three of the members will be non-executive directors and one will be the CEO

The Composition requirements for the Committee include:

• the Committee will consist of at least three members;
• each member must be a non- executive director; and
• a majority of the members must be independent directors.

The Composition requirements for the Committee include:

• the Committee will consist of at least three members;
• each member must be a non-executive director; and
• a majority of the members must be independent directors

Membership as	» Bruce Brook (Chairman)	» Xiaoling Liu (Chairman)	» Brian Kruger (Chairman)	» Gregory Robinson
at 30 September	» Xiaoling Liu	» Brian Kruger	» Bruce Brook	(Chairman)
2023
» Gregory Robinson	» George Biltz	» Gregory Robinson	» Bruce Brook
	» Tonianne Dwyer	» Michael Carroll		» Tonianne Dwyer
		» Paul Victor (Interim CEO)
	The Chief Risk Officer,	Members of the Executive	Other individuals may be invited	The CEO and the Chief
	external auditors, CEO, CFO	Team (including the Business	to attend the Committee's	People Officer are invited
	and the Group Financial	Unit Presidents and Chief	meetings, as required.	to attend the Committee's
	Controller are all invited	People Officer) together with		meetings. Other individuals
Consultation with	to attend the Committee's	members of the Corporate		may be invited to attend
meetings. The Committee	HSE team are invited to		the Committee's meetings,
Management
regularly meets with the	attend the Committee's		as required.
	Chief Risk Officer and the	meetings. Other individuals
	external auditor without the	may be invited to attend the
	presence of other members	Committee's meetings, as
	of management.	required.

Incitec Pivot Limited Corporate Governance Statement 2023

9

Ethical and Responsible Behaviour

The Board is responsible for approving IPL's Code of Conduct and corporate values, and the monitoring of IPL's corporate culture.

The Board endeavours to lead by example when it comes to acting lawfully, ethically and responsibly and, together with management, seeks to instil and continually reinforce this culture across IPL.

Company Values

Our Company values are at the core of the way we work. With a One IPL - One Team mindset and behaviours, coupled with cross functional and geographical collaboration across our business, we are able to capture diversity of thought in an inclusive environment where the contribution of everyone is valued.

The Company values are illustrated below:

• Caring about our Community - IPL is committed to managing its activities with concern for the communities in which it operates and the environment, to conducting its operations in compliance with all relevant environmental licences and regulations, to respecting and protecting land of special cultural heritage value on or near its sites and to identifying and managing the health, safety and environmental performance of its products. Additionally, IPL strives to be
  a valued corporate citizen in the communities in which it operates and respects human rights.
• Working with Others - IPL is committed to building trusted relationships through a culture of compliance and acting honestly and with integrity. The Code of Conduct requires employees to avoid any situation which involves or may involve an actual or perceived conflict between personal interests and the interests of IPL and to comply with the laws of the countries in which IPL operates. The Code of Conduct includes references to IPL's Securities Trading Policy, Anti- Bribery Policy, Competition Policy, Gifts and Entertainment Policy, Sanctions Policy and Fraud and Corruption Control Framework.
• Sharing Information - IPL requires confidential information, resources and information systems to be used in an appropriate and responsible way.
• Protecting our Company - IPL is committed to managing its relationships with external stakeholders in accordance with applicable laws and good governance and to the promotion of investor confidence by ensuring trading in its securities takes place in an informed market. Employees are required to ensure that personal and business interests do not compromise IPL's ability to make sound and objective decisions.

Code of Conduct

IPL is committed to operating to the highest standards of ethical behaviour and honesty, with full regard for the safety and health of its employees, customers, the wider community and the environment.

The Code sets out how the Company's Values and Guiding Principles inform decision making across the Group globally to ensure the highest ethical standards are maintained. It sets out how Leadership supports the Code of Conduct and encourages our people to speak up if they see behaviours that are inconsistent with this Code or our Values.

It contains principles and standards of conduct which are based on IPL's values and represents IPL's commitment to uphold ethical business practices and meet applicable legal requirements.

The Code applies to directors, officers and employees of the Company and each subsidiary, partnership, venture and business association including agents and other contractors that are effectively controlled by the Company or act on its behalf. Material breaches of the Code of Conduct are reported to

the Board.

IPL's Code of Conduct outlines the Company's approach in the following five key areas of focus and sets out the principles and behaviour expected in relation to each area of focus:

• Caring for our People - IPL is committed to the goal of 'Zero Harm for Everyone, Everywhere' and seeks to manage its activities with concern for all persons affected by its operations or products. The Company also respects the rights and dignity of employees throughout its operations and is committed to building an inclusive and accessible organisation through a culture that embraces diversity and encourages and supports the contribution, ideas and perspectives of everyone.

Whistleblower Policy

IPL is committed to a culture of compliance, ethical behaviour and good corporate governance that encourages the reporting of improper, illegal and unethical behaviour. Employees are encouraged to raise any concerns, including those arising out of activities or behaviour that may not be in accordance with IPL's Code of Conduct, any of its other policies, or any other regulatory requirements, with management, the human resources team or the legal and compliance team.

Employees can also raise concerns about breaches of the Company's regulatory obligations or internal policies or procedures on an anonymous basis through its whistleblower reporting system.

IPL's Global and Australian Whistleblower Protection Policies protect employees who raise concerns about suspected breaches of IPL's Code of Conduct, policies or the law.

This is supported by compliance training and is monitored and reported within the Company's key governance structures, including by the Audit and Risk Management Committee.

Anti-bribery and corruption

As part of its commitment to operating to the highest standards of ethical behaviour, IPL has an Anti-Bribery Policy which prohibits the making of unlawful or improper payments to any individual or entity. The policy also outlines the processes for ensuring that appropriate controls are implemented in relation to third parties who are engaged to act on behalf of the Company. The Company has implemented mandatory and regular compliance training for relevant persons to ensure compliance with the policy. The Anti-Bribery Policy forms part of, and is supported by, the Fraud and Corruption Control Framework.

Incitec Pivot Limited Corporate Governance Statement 2023

10