Incitec Pivot : Preliminary Final Report ...

Appendix 4E

Preliminary Final Report

Financial Year Ended (current period)

Net profit for the financial year attributable to members of Incitec Pivot Limited

Extracts of the Incitec Pivot Limited results for the financial year ended 30 September 2018

30 September 2018

Results for announcement to the market

Revenues from ordinary activities

down

$A mill 110.8 (34.8%)

• to 207.9

  Profit after tax excluding individually material items attributable to members of Incitec Pivot Limited

  up

  $A mill 28.7 (9.0%)

• to 347.4

Dividends

Amount per security centsFranked amount per security cents

Current period Interim dividend Final dividend

4.50 6.20

nil 1.24

Previous corresponding period Interim dividend

Final dividend

4.50 4.90

nil nil

Record date for determining entitlements to the final dividend:

23 November 2018

Payment date of final dividend:

17 December 2018

The Dividend Reinvestment Plan (DRP) has been suspended until further notice. The DRP will not be available for the 2018 final dividend.

Current period	Previous corresponding period
Net tangible asset backing per ordinary security	$1.04	$0.97

The information should be read in conjunction with the consolidated financial report, which is set out on pages 46 to 82.

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 Ordinary

Interim dividend

4.50 cents

Ordinary

Final dividend Ordinary

4.96 cents

Final dividend Ordinary

4.50 cents 4.90 cents

Contents

Directors' Report

1

Auditor's Independence Declaration

Financial Report

Audit Report

44 45 84

Annual General Meeting

The Annual General Meeting will be held as follows:

Location

The Melbourne Exhibition Centre The Clarendon Auditorium

Level 2, 2 Clarendon Street South Wharf VIC 3006

Date

Time

20 December 2018 10.30 am

Approximate date the annual report will be available

23 November 2018

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

Chris Opperman

T: 03 8695 4449 M: 0423 773 307

E:[e-mail]

The directors of Incitec Pivot Limited (the Company or IPL) present the directors' report, together with the financial report, of the Company and its controlled entities (collectively referred to in this report as the Group) for the year ended 30 September 2018 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 and became Chairman on 30
June 2012. He is a non-executive director of Amcor Limited, Deputy Chairman of the Essendon
Non-executive Chairman	Football Club and a board member of Teach For Australia. He is also a former director of
Chairman of the Nominations	Perpetual Limited. From 1982 to 2009, Mr Brasher was a partner of PricewaterhouseCoopers
Committee	(and its predecessor firm, Price Waterhouse), including five years as the Chairman of the
Member of the Audit and Risk	Global Board of PricewaterhouseCoopers.
Management Committee
	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)
Joseph Breunig BS(Chemical	Mr Breunig was appointed as a director on 5 June 2017. Mr Breunig is a U.S. resident and is
Engineering), MBA	currently a non-executive director of Mineral Technologies Inc. Mr Breunig was previously
Executive Vice President, Chemicals at Axiall Corporation (formerly Georgia Gulf Corporation)
Non-executive director	and, prior to that, spent 24 years at BASF Corporation where he held a number of senior
Member of the Health, Safety,	executive positions including Executive Vice President and Chief Operating Officer, BASF
Environment and Community	Corporation, and President, Market and Business Development, North America, BASF SE.
Committee
Mr Breunig brings considerable North American experience to the Board, as well as extensive
leadership experience across industrial chemical manufacturing and process safety
management.
Directorships of listed entities within the past three years:
• Director, Mineral Technologies Inc. (since November 2014)
Kathryn Fagg FTSE, BE(Hons),	Ms Fagg was appointed as a director on 15 April 2014. Ms Fagg is Chairman of Boral Limited,
MCom(Hons), Hon.DBus(UNSW),	Chair of the Melbourne Recital Centre, Chair of Breast Cancer Network Australia, a non-
Hon.DChemEng(UQ)	executive director of Djerriwarrh Investments Limited, a board member of the
Commonwealth Scientific and Industrial Research Organisation (CSIRO), a board member of
Non-executive director	the Grattan Institute and a board member of the Australian Centre for Innovation. Ms Fagg is
Chairman of the Remuneration	also President of Chief Executive Women. Ms Fagg was previously a non-executive member
Committee	of the Reserve Bank of Australia and President of Corporate Development at Linfox Logistics
Member of the Health, Safety,	Group. Prior to that, she held executive roles with BlueScope Steel and Australia and New
Environment and Community	Zealand Banking Group. Ms Fagg was also a consultant with McKinsey and Co. after
Committee
	commencing her career as a chemical engineer.
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) and Chairman (since July 2018)
• Director, Djerriwarrh Investments Limited (since May 2014)

Name, qualifications and special responsibilitiesExperience

Brian Kruger BEc

Non-executive director Chairman of the Audit and Risk Management Committee Member of the Remuneration Committee

Mr Kruger was appointed as a director on 5 June 2017. Mr Kruger is the former Managing Director & CEO of Toll Holdings Limited, having joined Toll in 2009 as Chief Financial Officer, before being appointed Managing Director in 2012. Prior to joining Toll, Mr Kruger had a career spanning 25 years in the resources and industrial sectors in Australia and the U.S., initially with BHP and subsequently with BlueScope Steel which he joined on its demerger from BHP. During his time at BlueScope, he held a number of senior corporate finance and management roles, including President, North America & Corporate Strategy & Innovation, President, Australian Manufacturing Markets and was the company's inaugural Chief Financial Officer. Mr Kruger is also Chairman of Racing Victoria Limited.

Mr Kruger brings to the Board significant experience in the industrial sector and a deep knowledge of manufacturing operations including in North America, as well as executive leadership experience in the Australian listed company environment.

Directorships of listed entities within the past three years:

• • Managing Director, Toll Holdings Limited (January 2012 to December 2016)

Rebecca McGrath BTP(Hons), MASc, FAICD

Ms McGrath was appointed as a director on 15 September 2011. Ms McGrath is currently Chairman of Oz Minerals Ltd. She is a non-executive director of Goodman Group, a non-executive director of ICPF Holdings Limited and independent Chairman of Scania Australia Pty Ltd.

Non-executive director Chairman of the Health, Safety, Environment and Community Committee

Member of the Audit and Risk Management Committee Member of the Nominations Committee

During her 23 year career with BP plc, Ms McGrath held a number of senior roles including as Chief Financial Officer and Executive Board member for BP Australia and New Zealand. 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 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, Oz Minerals Limited (since November 2010) and Chairman (since May 2017)

• • Director, CSR Limited (February 2012 to October 2016)

Graham Smorgon AM B.Juris, LLB

Non-executive director Member of the Nominations Committee

Member of the Remuneration Committee

Mr Smorgon was appointed as a director on 19 December 2008. Mr Smorgon is Chairman of Smorgon Consolidated Investments and the GBM Group. His former roles include Trustee of the Victorian Arts Centre Trust, non-executive director of Arrium Limited, Chairman of the Print Mint Group, director of Fed Square Pty Ltd, Chairman of Smorgon Steel Group Ltd, Deputy Chairman of Melbourne Health, Director of The Walter and Eliza Hall Institute of Medical Research, Chairman of Creative Brands, Chairman of GBM Logic, and partner of law firm Barker Harty & Co, where he practised as a commercial lawyer for 10 years.

Mr Smorgon has extensive experience as both an executive and public company director in industries relevant to IPL including in resources and manufacturing. He brings to the Board skills in the areas of commercial law, public company governance and risk management. Directorships of listed entities within the past three years:

• • Director, Arrium Limited (September 2007 to November 2015)

Jeanne Johns

B.S. Chemical Engineering, magna cum laude

Managing Director & CEO Member of the Health, Safety, Environment and Community Committee

Ms Johns was appointed Managing Director & CEO on 9 August 2017 and commenced in the role on 15 November 2017. Ms Johns is a global executive and chemical engineer with over 25 years' experience in the international refining, petrochemicals, oil and gas industries. After joining BP in 1986, Ms Johns worked throughout her career with BP in various locations and executive roles including as President, Asian Olefins and Derivatives (China), President, BP North America Natural Gas Liquids (United States), Head of Operating Management System Excellence for BP Group (United Kingdom, Global) and Head of Safety & Operational Risk, BP Downstream (United Kingdom, Global). Ms Johns is a former non-executive director of Tate & Lyle plc and Parsons Corporations.

Ms Johns brings to the Board her broad experience in the chemicals and energy sectors, having worked and led teams in multiple jurisdictions and executive roles during her extensive career. Her global experience includes a deep understanding of the strategic and operational issues facing companies in cyclical and commodity based businesses. Directorships of listed entities within the past three years:

• • Director, Tate & Lyle plc (October 2016 - October 2017)

Company Secretary

During the financial year and up to 17 August 2018,

Ms Daniella Pereira held the office of Company Secretary. Ms Pereira joined the Company in 2004, and was appointed Company Secretary on 31 October 2013. Prior to joining the Company, Ms Pereira practised as a lawyer with Blake Dawson (now Ashurst). Ms Pereira holds a Bachelor of Laws (with Honours) and a Bachelor of Arts.

Ms Pereira resigned as Company Secretary effective 17 August 2018. Ms Jennifer Neoh was appointed Acting Company Secretary effective 16 August 2018.

Ms Neoh joined the Company in 2015 as Senior Legal Counsel - Secretariat. Prior to joining the Company, Ms Neoh held senior legal and company secretariat roles in Australia and senior legal roles in London. Ms Neoh holds a Bachelor of Laws, a Bachelor of Commerce (Accounting) and a Graduate Diploma in Applied Finance and Investment.

Directors' interests in share capital

The relevant interest of each director in the share capital of the Company, as notified by the directors to the Australian Securities Exchange (ASX) in accordance with section 205G(1) of the Corporations Act 2001 (Cth) (Act), as at the date of this report is as follows:

Director

P V Brasher(1) J Breunig

Fully paid ordinary shares

Incitec Pivot Limited

60,600

0

K Fagg(1) 10,000

B Kruger(2) 14,620

R J McGrath(2) 25,008

G Smorgon AM 0

J M Johns 0

• (1) Held both directly and indirectly.

• (2) Held indirectly.

Further details of directors' interests in share capital are set out on page 43 of the Remuneration Report.

Directors' meetings

Principal activities

The principal activities of the Group during the course of the financial year were the manufacture and distribution of industrial explosives, industrial chemicals and fertilisers, and the provision of related services. No significant changes have occurred in the nature of these activities during the financial year.

Operating and financial review

Refer to the Operating and Financial Review on page 6 for the operating and financial review of the Group during the financial year and the results of these operations.

Dividends

Dividends since the last annual report:

Type

Paid during the year

• 2017 final dividend

• 2018 interim dividend

To be paid after end of year 2018 final dividend

Dealt with in the financial report as:

Dividends Subsequent event

CentsTotalper amountshare

$millFranked/ Unfranked

4.9 4.5

• 82.7 unfranked

• 74.7 unfranked

19 December 2017

6.2

101.1*

20% franked

Note

6 23

Date of payment

2 July 2018

17 December 2018

* Based on the number of ordinary shares issued by the Company as at

30 September 2018.

$mill 157.4 101.1*

The number of directors' meetings held (including meetings of committees of directors) and the number of meetings attended by each of the directors of the Company during the financial year are listed below:

Director - Current(1,2)

G Smorgon AM J M Johns

R J McGrath

B Kruger

G Hayes

Held

Audit and	Health, Safety, Environment
Board	Risk Management	and Community
Attended

Nominations

Remuneration

HeldAttendedHeldAttendedHeldAttended

Chairman

P V Brasher(3)	13	13	4	4	2	2
J Breunig(4)	13	12	4	4
K Fagg	13	13	7	7	4	4
B Kruger(5)	13	13	5	5	7	7
R J McGrath	13	13	5	5	2	2	4	4
G Smorgon AM	13	13	7	7	2	2
J M Johns(6)	13	13	3	3
Director - Former
J E Fazzino(7)	2	2	1	1
G Hayes(8)	4	4	1	1

Member

• (1) 'Held' indicates the number of meetings held during the period that the director was a member of the Board or Committee.

• (2) 'Attended' indicates the number of meetings attended during the period that the director was a member of the Board or Committee.

• (3) Mr Brasher was appointed as a member of the Audit and Risk Management Committee with effect from 21 December 2017.

• (4) Mr Breunig was in transit and was an apology for an extraordinary meeting convened at short notice.

• (5) Mr Kruger was appointed as chairman of the Audit and Risk Management Committee with effect from 21 December 2017.

  HeldAttended

• (6) Ms Johns commenced as Managing Director & CEO on 15 November 2017 and was appointed as a member of the Health, Safety, Environmental and Community Committee with effect from 21 December 2017.

• (7) Mr Fazzino retired as Managing Director & CEO on 14 November 2017.

• (8) Mr Hayes retired as a director on 21 December 2017.