Incitec Pivot : Change of Director's Interest Notice - J Fazzino ...

Office of the Company Secretary

ABN 42 004 080 264

27 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 3Y

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 3Y.

Yours faithfully

Daniella Pereira Company Secretary

Attach.

Appendix 3Y Change of Director's Interest Notice Appendix 3Y Change of Director's Interest Notice

Rule 3.19A.2

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 30/09/01 Amended 01/01/11

Name of entity INCITEC PIVOT LIMITED ABN 42 004 080 264

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	James Ernest Fazzino
Date of last notice	21 January 2016

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest	Direct and Indirect interests in Incitec Pivot Limited
Nature of indirect interest	Stefenna Pty Ltd (as trustee of the Stefenna
(including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Trust) is the registered holder of Incitec Pivot shares. Mr Fazzino is a director of
	Stefenna Pty Ltd and a beneficiary of the
	Stefenna Trust.
	Navigator Australia Limited
	Investment Sett A/C> on behalf of James and
	Helen Fazzino as trustees of the Stefenna
	Super Fund. Mr Fazzino is a trustee and a
	beneficiary of the Stefenna Super Fund.
Date of change	25 January 2017

+ See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director's Interest Notice

No. of securities held prior to change	Ordinary Shares: Direct 1,338,180 Ordinary Shares. Indirect 576,382 Ordinary Shares, consisting of: 466,382 Ordinary Shares held by Stefenna Pty Ltd (as trustee of the Stefenna Trust); and 110,000 Ordinary Shares held by Navigator Australia Limited on behalf of James and Helen Fazzino as trustees of the Stefenna Super Fund. 804,218 Performance Rights allocated under the Incitec Pivot 2013/16 Performance Rights Plan as approved by shareholders at Incitec Pivot's 2013 AGM; 773,696 Performance Rights allocated under the Incitec Pivot 2014/17 Performance Rights Plan as approved by shareholders at Incitec Pivot's 2014 AGM; and 562,688 Performance Rights allocated under the Incitec Pivot 2015/18 Performance Rights Plan as approved by shareholders at Incitec Pivot's 2015 AGM. Performance Rights: 2,140,602 being:
Class	Ordinary Shares Performance Rights (unquoted)
Number acquired	807,335 Performance Rights
Number disposed	804,218 Performance Rights (lapsed)
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil

+ See chapter 19 for defined terms.

Appendix 3Y Page 2 01/01/2011

+ See chapter 19 for defined terms.

No. of securities held after change

Ordinary Shares: Direct 1,338,180 Ordinary Shares (no change) Indirect 576,382 Ordinary Shares (no change), consisting of: 466,382 Ordinary Shares held by Stefenna Pty Ltd (as trustee of the Stefenna Trust); and 110,000 Ordinary Shares held by Navigator Australia Limited on behalf of James and Helen Fazzino as trustees of the Stefenna Super Fund. 773,696 Performance Rights allocated under the Incitec Pivot 2014/17 Performance Rights Plan as approved by shareholders at Incitec Pivot's 2014 AGM; and 562,688 Performance Rights allocated under the Incitec Pivot 2015/18 Performance Rights Plan as approved by shareholders at Incitec Pivot's 2015 AGM; and 807,335 Performance Rights allocated under the Incitec Pivot 2016/19 Performance Rights Plan as approved by shareholders at Incitec Pivot's 2016 AGM. Performance Rights: 2,143,719 being:

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Allocation of Performance Rights to Mr Fazzino under the Incitec Pivot 2016/19 Performance Rights Plan as approved by shareholders at Incitec Pivot's 2016 AGM. Lapse of Performance Rights to Mr Fazzino under the Incitec Pivot 2013/16 Performance Rights Plan.

Appendix 3Y Change of Director's Interest Notice

01/01/2011 Appendix 3Y Page 3