Incitec Pivot : Becoming a substantial holder ...

Classof securities(4)	Number of securities	Person's votes(5)	Votingpower (6)

Holder of relevant interest	Nature of relevant interest (7)	Classandnumber of securities

Holder of relevant interest	Registered holder of securities	Personentitled to be registeredasholder (8)	Classandnumber of securities

Holder of relevant interest	Dateof acquisition	Consideration (9)		Classandnumber of securities
Cash	Non-cash

603 page 1/2 15 July 2001

Form603 CorporationsAct 2001 Section 671B Notice of initial substantial holder
To CompanyName/Scheme ACN/ARSN 1. Details of substantial holder (1) Name ACN/ARSN (if applicable)
Theholder became a substantial holder on / / Details of voting power Details of relevant interests Details of present registered holders Consideration Thetotal number of votesattachedtoall thevotingsharesin thecompanyor votinginterests in thescheme that thesubstanti al holder or anassociate(2)hada relevant interest (3)inonthedate thesubstantial holder becameasubstantial holder areasfollows: Thenature of therelevant interest thesubstantial holder or anassociate hadin the followingvotingsecuritieson thedate t hesubstantial holder became a substantial holder areasfollows: Thepersonsregisteredasholders of thesecuritiesreferred to in paragraph3 aboveare as follows: Theconsiderationpaid for eachrelevant interest referred to in paragraph3 above, andacquired in the four monthsprior to th e daythat thesubstantial holder became a substantial holder isasfollows:

603 page 2/2 15 July 2001

1. Associates

   Thereasonsthepersonsnamed in paragraph3 aboveare associatesof thesubstantial holder are as follows:

   Name andACN/ARSN (if applicable)	Nature of association

2. Addresses

Theaddressesof personsnamedin this formareasfollows:

Name	Address

Signature

print name	capacity
sign here	date	/	/

* At a meeting of the Board on 22 November 2013, the Directors resolved to approve the delegation of the preparation and lodgement of substantial shareholder notices on behalf of BlackRock Investment Management (Australia) Limited.

DIRECTIONS

1. If thereareanumber of substantial holders withsimilaror relatedrelevant interests (eg. acorporationandits relatedc orporations, or the manager andtrusteeof an equity trust), thenamescouldbeincludedinanannexure to theform. If therelevant interestsof agroupof personsareess entiallysimilar, theymaybereferredto throughout theformasaspecificallynamedgroupif themembershipof eachgroup, with thenames andaddressesof members is clearlyset out inparagraph7of the form.

2. See thedefinitionof "associate" in section9 of theCorporationsAct 2001.

3. See thedefinitionof "relevant interest" in sections608and671B(7)of theCorporationsAct 2001.

4. Thevotingsharesof acompanyconstituteoneclassunlessdividedintoseparateclasses.

5. Thetotal number of votesattachedtoall thevotingsharesin thecompanyor votinginterests in thescheme(if any)that t hepersonor anassociatehasa relevant interest in.

6. Theperson'svotesdividedbythetotal votesin thebodycorporateor schememultipliedby100.

7. Includedetailsof:

8. anyrelevant agreement orother circumstancesbywhichtherelevant interest wasacquired. If subsection671B(4)applies, a copyof anydocument settingout the termsof anyrelevant agreement, anda statement by thepersongiving full andaccurate details of anycontract, scheme or arrangement, must accompany this form, together witha writtenstatement certifyingthiscontract, schemeor arrangement; and

9. anyqualificationof thepower of apersontoexercise, control theexerciseof, or influencetheexerciseof, thevotingpo wersor disposal of thesecuritiesto whichtherelevant interest relates(indicatingclearly theparticular securitiestowhichthequalificationapplies).

   See thedefinitionof "relevant agreement" in section9 of theCorporationsAct 2001.

10. If thesubstantial holder isunable todeterminetheidentityof theperson(eg. if therelevant interest arisesbecauseof anoption)write "unknown".

11. Detailsof theconsiderationmust includeanyandall benefits,moneyandother, that anypersonfromwhoma relevant intere st wasacquiredhas, ormay, become entitledto receivein relationto that acquisition. Detailsmust beincludedevenif thebenefit isconditional onthehappen ingor not of acontingency. Detailsmust be includedof anybenefit paidonbehalf of thesubstantial holder or itsassociate inrelationto theacquisitions, evenif they arenot paiddirectly to thepersonfromwhom therelevant interest wasacquired.

This is Annexure A of 4 pages referred to in form 603 Notice of initial substantial shareholder Annexure A

Kayla Mulvihill, Authorised Signatory

31-Jan-17

Date
1. Details of Relevant Interests
2. Details of present registered holders
6. Associates Holder of Relevant Interests Name and ACN / ARSN (if Nature of Relevant Interest Registered Holder ofSecurities Person entitled to be registered as holder Class and number of Securities Person's votes Nature of Association

applicable)
BlackRock (Netherlands) B.V.	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	BNYM-BANK OF NY BRUS	ord	23,213	23,213	Subsidiary of BlackRock, Inc.
investment manager or trustee.
BlackRock (Netherlands) B.V.	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	JPM-JP MORGAN CHASE - NEW YORK	ord	79,397	79,397	Subsidiary of BlackRock, Inc.
investment manager or trustee.
BlackRock (Netherlands) B.V.	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	SSB-SSB NEW YORK INSTITUTIONAL	ord	253,173	253,173	Subsidiary of BlackRock, Inc.
investment manager or trustee.
BlackRock (Singapore) Limited	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	BNP Paribas Securities Services Singapore	ord	12,305	12,305	Subsidiary of BlackRock, Inc.
investment manager or trustee.
BlackRock (Singapore) Limited	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	SSB-STATE STREET LONDON	ord	21,122	21,122	Subsidiary of BlackRock, Inc.
investment manager or trustee.
BlackRock Advisors (UK) Limited	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	BNYM-BANK OF NY BRUS	ord	103,258	103,258	Subsidiary of BlackRock, Inc.
investment manager or trustee.
BlackRock Advisors (UK) Limited	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	BNYM-BONY EUROPE - LONDON	ord	4,652,170	4,652,170	Subsidiary of BlackRock, Inc.
investment manager or trustee.
BlackRock Advisors (UK) Limited	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	JPM - J.P. Morgan Zurich	ord	96,920	96,920	Subsidiary of BlackRock, Inc.
investment manager or trustee.
BlackRock Advisors (UK) Limited	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	JPM-JPM CHASE - LONDON	ord	1,094,883	1,094,883	Subsidiary of BlackRock, Inc.
investment manager or trustee.
BlackRock Advisors (UK) Limited	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	NT-NORTHERN TRUST UK	ord	452,870	452,870	Subsidiary of BlackRock, Inc.
investment manager or trustee.
BlackRock Advisors (UK) Limited	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	RBC-DEXIA BIL- LONDON	ord	422,617	422,617	Subsidiary of BlackRock, Inc.
investment manager or trustee.
BlackRock Advisors (UK) Limited	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	SSB-STATE STREET DUBLIN	ord	4,397,720	4,397,720	Subsidiary of BlackRock, Inc.
investment manager or trustee.
BlackRock Advisors (UK) Limited	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	STATE STREET BANK, MUNICH, ZURICH	ord	7,916	7,916	Subsidiary of BlackRock, Inc.
investment manager or trustee.	BRANCH
BlackRock Advisors, LLC	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	BBH-BROWN BROTHERS HARRIMAN & CO - NEW	ord	1,240,781	1,240,781	Subsidiary of BlackRock, Inc.
investment manager or trustee.	YORK
BlackRock Advisors, LLC	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	SSB-STATE STREET MUTUAL FUNDS -	ord	719,920	719,920	Subsidiary of BlackRock, Inc.
investment manager or trustee.	BOSTON
BlackRock Asset Management Canada	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	NT-NORTHERN TRUST CO. - CHICAGO	ord	64,797	64,797	Subsidiary of BlackRock, Inc.
Limited	investment manager or trustee.
BlackRock Asset Management Canada	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	SSB-SSB NEW YORK INSTITUTIONAL	ord	76,432	76,432	Subsidiary of BlackRock, Inc.
Limited	investment manager or trustee.

IPL page 1 of 4

Holder of Relevant Interests Name and ACN / ARSN (if Nature of Relevant Interest Registered Holder ofSecurities Person entitled to be registered as holder Class and number of Securities Person's votes Nature of Association

applicable)
BlackRock Asset Management Canada	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	SSB-STATE STREET SACRAMENTO	ord	715,615	715,615	Subsidiary of BlackRock, Inc.
Limited	investment manager or trustee.
BlackRock Asset Management North Asia	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	BNYM-BONY EUROPE - LONDON	ord	273,438	273,438	Subsidiary of BlackRock, Inc.
Limited	investment manager or trustee.
BlackRock Asset Management North Asia	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	BNYM-BONY LUXEMBOURG	ord	4,251,401	4,251,401	Subsidiary of BlackRock, Inc.
Limited	investment manager or trustee.
BlackRock Asset Management North Asia	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	CITI-CITIBANK, HONG KONG	ord	1,333,124	1,333,124	Subsidiary of BlackRock, Inc.
Limited	investment manager or trustee.
BlackRock Asset Management North Asia	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	HSBC-HSBC, HONG KONG	ord	8,301	8,301	Subsidiary of BlackRock, Inc.
Limited	investment manager or trustee.
BlackRock Asset Management North Asia	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	Northern Trust Singapore	ord	2,338	2,338	Subsidiary of BlackRock, Inc.
Limited	investment manager or trustee.
BlackRock Financial Management, Inc.	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	BBH-BROWN BROTHERS HARRIMAN & CO - NEW	ord	35,780	35,780	Subsidiary of BlackRock, Inc.
investment manager or trustee.	YORK
BlackRock Financial Management, Inc.	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	BNYM-THE BANK OF NEW YORK	ord	14,566	14,566	Subsidiary of BlackRock, Inc.
investment manager or trustee.
BlackRock Financial Management, Inc.	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	HSBC-HSBC - LONDON	ord	41,026	41,026	Subsidiary of BlackRock, Inc.
investment manager or trustee.
BlackRock Financial Management, Inc.	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	NT-NORTHERN TRUST UK	ord	115,593	115,593	Subsidiary of BlackRock, Inc.
investment manager or trustee.
BlackRock Financial Management, Inc.	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	RBC-ROYAL TRUST - TORONTO	ord	180,254	180,254	Subsidiary of BlackRock, Inc.
investment manager or trustee.
BlackRock Fund Advisors	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	SSB-SSB NEW YORK INSTITUTIONAL	ord	74,110	74,110	Subsidiary of BlackRock, Inc.
investment manager or trustee.
BlackRock Fund Advisors	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	SSB-STATE STREET BANK, BOSTON	ord	276,841	276,841	Subsidiary of BlackRock, Inc.
investment manager or trustee.
BlackRock Fund Advisors	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	SSB-STATE STREET MUTUAL FUNDS -	ord	96,223	96,223	Subsidiary of BlackRock, Inc.
investment manager or trustee.	BOSTON
BlackRock Fund Advisors	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	SSB-STATE STREET SACRAMENTO	ord	18,784,941	18,784,941	Subsidiary of BlackRock, Inc.
investment manager or trustee.
BlackRock Institutional Trust Company, National	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	BNYM-THE BANK OF NEW YORK	ord	3,935,059	3,935,059	Subsidiary of BlackRock, Inc.
Association	investment manager or trustee.
BlackRock Institutional Trust Company, National	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	JPM-JP MORGAN CHASE - NEW YORK	ord	316,993	316,993	Subsidiary of BlackRock, Inc.
Association	investment manager or trustee.
BlackRock Institutional Trust Company, National	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	NT-NORTHERN TRUST CO. - CHICAGO	ord	647,551	647,551	Subsidiary of BlackRock, Inc.
Association	investment manager or trustee.
BlackRock Institutional Trust Company, National	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	SSB-SSB BOSTON INSTITUTIONAL	ord	38,209	38,209	Subsidiary of BlackRock, Inc.
Association	investment manager or trustee.
BlackRock Institutional Trust Company, National	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	SSB-SSB NEW YORK INSTITUTIONAL	ord	1,198,529	1,198,529	Subsidiary of BlackRock, Inc.
Association	investment manager or trustee.
BlackRock Institutional Trust Company, National	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as	SSB-STATE STATE HONG KONG	ord	813,056	813,056	Subsidiary of BlackRock, Inc.
Association	investment manager or trustee.

IPL page 2 of 4