Incitec Pivot : Revised Share Trading Policy ...

ASX RELEASE

Revised Share Trading Policy

3 June 2019

In accordance with ASX Listing Rule 12.10, Incitec Pivot Limited (ASX: IPL) advises that its Share Trading Policy has been revised.

Attached is the revised policy, now called IPL Securities Trading Policy, which is effective from 3 June 2019.

A copy of the revised policy can also be found on the corporate governance section of the company's website at www.incitecpivot.com.au.

For more information:
Investors	Media
Chris Opperman	Matthew Flugge
General Manager	Group Vice President Corporate Affairs
Group Finance & Investor Relations	Tel: [phone]
Tel: [phone]	Mobile: [phone]
Mobile: [phone]	[e-mail]
[e-mail]

Incitec Pivot Limited ABN 42 004 080 264

Level 8, 28 Freshwater Place, Southbank, Victoria 3006, Australia

www.incitecpivot.com.au

Securities Trading Policy

Incitec Pivot Limited

ABN 42 004 080 264

Level 8, 28 Freshwater Place

Southbank Victoria 3006

Australia

Securities Trading Policy

• Introduction and Purpose

• Who does this Policy apply to?

• Summary of the Policy

• Further advice

• The insider trading prohibition

This document summarises the law relating to insider trading and sets out Incitec Pivot's trading policy on buying and selling of Incitec Pivot Securities.

This Securities Trading Policy applies to:

• all directors;
• Executive Team members; and
• All other employees or advisers to Incitec Pivot including contractors, secondees, advisors, auditors and consultants of Incitec

Pivot.

Additionally, if you are a Designated Person, this Policy applies to you as well as to your Associates.

You are prohibited from trading in Incitec Pivot Securities during certain specified periods during the year called "Black Out Periods". These periods are explained in part 10 of this Policy.

You are able to trade in Incitec Pivot Securities during periods other than the Black Out Periods provided that they do not breach any of the insider trading prohibitions set out in the Corporations Act. These prohibitions are explained in part 5 of this Policy.

This policy also imposes certain additional obligations in relation to Designated Persons and their Associates. Designated Persons are each Director, each Executive Team member, the Company Secretary, the Group General Counsel and such other persons as the Company Secretary or the CEO nominate. These additional obligations are set out in Schedule 3.

If you do not understand the summary of the law relating to insider trading set out below, or if you are confused as to whether the law applies to you, please contact the Company Secretary. You may also wish to seek your own professional legal advice before dealing in Incitec Pivot Securities.

If you have "Inside Information", as defined in part 6 below, relating to Incitec Pivot, it is illegal for you to:

1. (deal) apply for, buy, sell or otherwise deal in Incitec Pivot Securities or agree to do so; or
2. (arrange for someone else to deal) advise, procure or encourage another person to apply for, buy, sell or otherwise deal in Incitec Pivot Securities or agree to do so; or
3. ("tip" someone else likely to deal) directly or indirectly communicate, or cause to be communicated, that information to any other person if you know, or ought reasonably to know, that the person would or would be likely to use the information to engage in the activities specified in paragraphs (a) or (b) above.

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• What is Inside Information?

These prohibitions apply equally to the application for, grant, exercise or transfer of derivatives (including options or warrants) over Incitec Pivot Securities.

It does not matter how or in what capacity you become aware of the Inside Information. It does not have to be obtained from Incitec Pivot to constitute Inside Information.

You cannot avoid the insider trading prohibition by arranging for a member of your family or a friend to deal in Incitec Pivot Securities, nor may you give "tips" concerning Inside Information relating to Incitec Pivot to others, including customers.

It is your responsibility to ensure that you do not do any of the things prohibited by the insider trading law. The consequences for breach of this law may be severe.

These general prohibitions are overriding obligations and apply to everyone at all times.

Inside Information is information relating to Incitec Pivot which is not generally available but would, if the information were generally available, be likely to have a material effect on the price or value of Incitec Pivot's Securities ("Inside Information"). Information can include matters of speculation or supposition and matters relating to intentions or likely intentions of a person.

Information is regarded as being likely to have a material effect if it would, or would be likely to, influence persons who commonly invest in securities or other traded financial products in deciding whether or not to deal in Incitec Pivot Securities.

Examples of possible Inside Information include:

1. the financial performance of Incitec Pivot against its budget;
2. changes in Incitec Pivot's actual or anticipated financial condition or business performance;
3. changes in the capital structure of Incitec Pivot, including proposals to raise additional equity or borrowings;
4. proposed changes in the nature of the business of Incitec Pivot;
5. changes to the Board of Directors or significant changes in senior management;
6. an undisclosed significant change in Incitec Pivot's market share;
7. likely or actual entry into or loss of a material contract;
8. likely or actual material acquisitions or sales of assets by Incitec Pivot;
9. a proposed dividend or other distribution or a change in dividend policy; or

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• When is information generally available?

• What are the consequences if you breach the insider trading prohibitions?

• Dealing in securities of other companies

10 Black Out Periods

1. a material claim against Incitec Pivot or other unexpected liability. Information is generally available if:

1. it consists of readily observable matter or deductions;
2. it has been brought to the attention of investors through an announcement to ASX or otherwise brought to the attention of investors in securities, and a reasonable period has elapsed since it was announced or brought to investors' attention;
3. it is derived from information which has been made public; or
4. it consists of deductions, conclusions or inferences made or drawn from information referred to in paragraphs (a) or (b) or (c) above.

Examples of possible readily observable matters are:

1. a change in legislation which will affect Incitec Pivot's ability to make certain types of investments; or
2. a severe downturn in global securities markets.

Breach of the insider trading laws may subject you to:

1. criminal liability - penalties include heavy fines and imprisonment;
2. civil liability - you can be prosecuted by ASIC for civil penalties and/or sued by another party or Incitec Pivot for any loss suffered as a result of illegal trading activities; and
3. disciplinary action including dismissal - breach of the law or this Policy or both will also be regarded by Incitec Pivot as serious misconduct which may lead to disciplinary action or dismissal.

If you have Inside Information relating to a company other than Incitec Pivot which is not "generally available", the same insider trading rules apply to dealing in securities in that company. In the course of performing your duties as an employee or officer of Incitec Pivot, you may obtain inside information relating to another company in a variety of circumstances.

For example, another company may provide inside information about itself to Incitec Pivot in the course of a proposed transaction, a strategic change or new supply arrangements.

The Chairman may also extend this Policy by specifying that you are restricted from dealing in the securities of other specified entities with which Incitec Pivot may have a relationship.

You are prohibited from dealing in Incitec Pivot Securities during the following "Black Out Periods":

1. the period commencing 15 March up to and including the business

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