Incitec Pivot : Appendix 3B ...

Office of the Company Secretary

ABN 42 004 080 264

25 January 2017

The Manager

Company Announcements Office Australian Securities Exchange Level 4, North Tower

Rialto

525 Collins Street

MELBOURNE VIC 3000

Dear Sir or Madam Electronic Lodgement Appendix 3B

Registered Office:

Level 8, 28 Freshwater Place

Southbank Victoria 3006

Tel: [phone]

Fax: [phone]

www.incitecpivot.com.au

In accordance with the listing rules, I attach for release to the market an Appendix 3B.

Yours faithfully

Daniella Pereira Company Secretary

Attach.

Appendix 3B

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Incitec Pivot Limited ("IPL")

ABN

42 004 080 264

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

Performance Rights (unquoted)

1 +Class of +securities issued or to be issued

1,905,712 Performance Rights (unquoted)

1. Number of +securities issued or to be issued (if known) or maximum number which may be issued

   Performance Rights issued, at nil exercise price under IPL's Long Term Incentive Performance Rights Plan. Vesting of the Performance Rights is subject to performance hurdles.

2. Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

   No, the Performance Rights are not quoted.

   Upon vesting, the Performance Rights entitle the holder to acquire fully paid ordinary shares in IPL, on a one right to one share basis. These fully paid ordinary shares will rank equally with existing fully paid ordinary shares.

   The Performance Rights have no dividend entitlement prior to vesting.

3. Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

   If the additional securities do not rank equally, please state:

   • the date from which they do

   • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

   • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

     Nil

4. Issue price or consideration

   Performance Rights issued under IPL's Long Term Incentive Performance Rights Plan.

5. Purpose of the issue

   (If issued as consideration for the acquisition of assets, clearly identify those assets)

   25 January 2017

6. Dates of entering +securities into uncertificated holdings or despatch of certificates

   Number	+Class
   1,687,170,521	Fully paid ordinary shares

7. Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)

   Number	+Class
   5,445,927	Performance Rights (unquoted)

8. Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)

   N/A

9. Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

   Part 2 - Bonus issue or pro rata issue

   N/A

10. Is security holder approval required?

    N/A

11. Is the issue renounceable or non- renounceable?

    N/A

12. Ratio in which the +securities will be offered

N/A

14 +Class of +securities to which the offer relates

N/A

15 +Record date to determine entitlements

N/A

1. Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

   N/A

2. Policy for deciding entitlements in relation to fractions

   N/A

3. Names of countries in which the entity has +security holders who will not be sent new issue documents

   Note: Security holders must be told how their entitlements are to be dealt with.

   Cross reference: rule 7.7.

   N/A

4. Closing date for receipt of acceptances or renunciations