DYNO NOBEL LIMITED. — Board/Management Information 2017

Aug 8, 2017

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ASX RELEASE Appointment of Managing Director & CEO

9 August 2017

The Board of Incitec Pivot Limited (ASX: IPL ) has today announced the appointment of Ms Jeanne Johns as Managing Director & Chief Executive Officer with effect from 15 November 2017, to succeed Mr James Fazzino.

In February this year, the Company announced that Mr Fazzino would be stepping down within 12 months and that a global search had commenced for a successor. The Board is delighted to have recruited Ms Johns to fill the role.

Ms Johns is an American born Chemical Engineer with over 25 years experience in international industrial and commodity businesses, including petrochemicals and oil and gas. During her career with BP, Ms Johns held numerous leadership roles in the US, Europe and China managing multinational businesses and international strategic business development. Her diverse range of Senior Executive positions has included:

• President, Asian Olefins and Derivatives, including Chinese and Malaysian Joint Ventures (China);

• President, BP North America Natural Gas Liquids (United States);

• Head of Operating Management System Excellence for BP Group (United Kingdom), with global responsibility for continuous improvement within BP’s worldwide operations;

• Head of Safety & Operational Risk, BP Downstream (United Kingdom);

• Technical Vice President, BP Petrochemicals Division (United Kingdom);

• Refinery Manager and Business Unit Leader, BP Toledo Refinery (United States).

Ms Johns is currently a non-executive board member of Tate & Lyle plc and Parsons Corporation. She will retire from both of these boards in coming months.

A fuller description of Ms Johns' background and experience is attached as Appendix A.

IPL Chairman, Paul Brasher, said: "We are delighted to announce Jeanne’s appointment. Jeanne brings to the role her broad experience in the chemicals and energy sectors. She is a truly global executive, having worked, and led teams, in many different countries. Jeanne has also had extensive customer facing experience, in particular during her time as President of BP’s $12 billion multi-national Natural Gas Liquids business. Her global experience has provided a deep understanding of the strategic and operational issues facing companies in cyclical and commodity based businesses.

Incitec Pivot Limited ABN 42 004 080 264

Level 8, 28 Freshwater Place, Southbank, Victoria 3006, Australia www.incitecpivot.com.au

“When we commenced our search, we specified the most important attributes we were seeking in our next CEO, some generic to the role of a public company CEO and others specific to IPL. One of the non-negotiables was that the appointee have a passion for safety and the global experience to continue our journey for ongoing improvement in our safety culture, processes and procedures. At the same time, we sought an experienced manufacturing executive who would continue to drive our major assets to deliver optimum performance.

“Jeanne is extremely well qualified in both of these areas. She has deep experience in running manufacturing operations and is uniquely qualified to lead both personal and process safety initiatives given her previous leadership role as Head of Safety & Operational Risk for BP Downstream, to which she was appointed in the wake of the Deepwater Horizon disaster.

“Jeanne’s global experience, leadership and customer focus are strongly aligned to our Company strategy and we look forward to her joining IPL.”

Ms Johns said: "I am honoured to be joining IPL, an exemplary Australian company that has grown into a global diversified industrial chemicals business. I am impressed by both the absolute commitment to safety as well as the proven track record of adding value through Business Excellence. My other passions are in developing people and creating great teams to focus on satisfying our customer needs and delivering excellent business results. I look forward to building upon a proud legacy and creating an exciting future with the people of IPL."

In late October, Ms Johns will relocate to Australia and will join IPL in a transitional role before formally commencing as Managing Director & Chief Executive Officer in mid-November. Mr Fazzino will continue as Managing Director & Chief Executive Officer and will lead the Company until the release of IPL's financial statements for the year ending 30 September 2017.

Mr Brasher took the opportunity to recognise the contribution of Mr Fazzino: "Since announcing in February that he would step down as Managing Director & CEO, James has continued to lead the Company with enthusiasm and unwavering commitment. We thank James for his ongoing dedication to the organisation and we recognise the enduring legacy that he will leave, not only in safety processes and continuous improvement, but also in the transformation of the Company to a global diversified industrial chemicals business”.

Attached as Appendix B to this announcement is a summary of the key terms of Ms Johns' service agreement.

For more information:

Investors Media Charles C.H. McGill Matthew Flugge Group Vice President Investor Relations & Corporate Development Vice President Group Corporate Affairs Tel: +61 3 8695 4559 Tel: +61 3 8695 4617 Mobile: +61 457 575 390 Mobile: +61 409 705 176 US Cell: +1 877 895 2882 matthew.flugge@incitecpivot.com.au charles.mcgill@incitecpivot.com.au

Incitec Pivot Limited ABN 42 004 080 264

Level 8, 28 Freshwater Place, Southbank, Victoria 3006, Australia www.incitecpivot.com.au

Appendix A: Curriculum Vitae of Jeanne Johns

Career:

After joining BP in 1986, Ms Johns worked throughout her career with BP, in various locations and executive roles, including in the US, UK, China, Canada, Malaysia, Europe, Australia, South Africa, Russia, India, Mexico, and Kuwait.

A summary of her professional experience is set out below:

• 2013 – 2015 Head of OMS (Operating Management System) Excellence, BP Group (London) 2011 – 2015 Head of Safety & Operational Risk, Downstream, Headquarters, London, United Kingdom

• 2008 – 2010 President, Asian Olefins and Derivatives, Shanghai, China Chair of Shanghai Ethylene Chemical Company - 50-50JV with Sinopec, Caojing, China Board Director, Ethylene Malaysia Sdn Bhd and Polyethylene Malaysia Sdn Bhd, Malaysian JVs with Petronas

• 2004 – 2007 President, BP North America Natural Gas Liquids (NGL), Houston, Texas, US

• 2002 – 2003 Technical Vice President, BP Petrochemicals Division, London, United Kingdom

• 1999 – 2001 Refinery Manager & Business Unit Leader, BP Toledo Refinery, Toledo, Ohio

• 1986 – 1999 Various roles in Commercial, Refining, Upstream and Engineering in Philadelphia, Pennsylvania, Cleveland, Ohio, Alaska and New Orleans, Louisiana, United States and also in the United Kingdom

Current roles:

Ms Johns is currently a non-executive director of Parsons Corporation. She is also a nonexecutive director of Tate & Lyle plc, where she serves as Chairman of the Corporate Responsibility Committee.

Education and Professional Development:

B.S., Chemical Engineering, magna cum laude (1986) University Of Cincinnati, Cincinnati, Ohio BP Executive Education Programs (MIT, Harvard, Stanford, Cambridge) 2000-2008 International Executive Programme (MBA subjects), INSEAD, Fontainebleau, France, 1996

Incitec Pivot Limited ABN 42 004 080 264

Level 8, 28 Freshwater Place, Southbank, Victoria 3006, Australia www.incitecpivot.com.au

Appendix B: Summary of Material Terms of Executive Service Agreement

Appendix B: Summary	of Material Terms of Executive Service Agreement
Item	Details
Commencement Dateas CEO	15 November 2017, following commencement as CEO Designate in lateOctober 2017.
Term	No fixed term. The Agreement continues until terminated by either party inaccordance with its terms (see below).
Fixed AnnualRemuneration (FAR)	$1,600,000 per annum, reviewed annually. This includes superannuationguarantee contributions required to comply with superannuation guaranteelegislation, if payable (noting that the CEO’s salary will be exempt from theSuperannuation Guarantee Scheme pursuant to current legislativeprovisions).
Short term incentive(STI)	Participation in IPL’s annual STI Plan, as may be varied, replaced orremoved from time to time.For the financial year ending 30 September 2018, the maximumopportunity will be 150% of FAR for stretch performance and 100% of FARfor target performance. 50% of the STI earned will be deferred in the formof performance rights or other securities, or through participation in a planin which shares in the Company will be provided, subject to meeting aservice condition.
Long term Incentive(LTI)	Participation in IPL’s LTI scheme, as may be amended or replaced by theBoard from time to time.For the financial year ending 30 September 2018, the maximumopportunity will comprise performance rights to the value of 150% of FAR,subject to shareholder approval (where required in accordance with theapplicable law). The amount which vests is dependent on meeting vestingconditions.
Notice, Terminationand TerminationPayments	12 months written notice must be provided by either party to terminate theAgreement. The CEO may be required to serve out the whole or part ofthis period on an active or passive basis or be paid in lieu of notice at theBoard’s discretion.IPL may terminate this Agreement immediately for cause.The CEO may terminate this Agreement by giving notice within 30 days ofan event giving rise to a fundamental change. A fundamental changeoccurs where either:the CEO ceases to be the most senior executive of the Group; orthere is a substantial diminution in the responsibilities or authority ofCEO,but excludes any change or diminution arising through termination ornotice of termination given under another provision, or arising with theCEO’s consent.Treatment of any STI or LTI plan benefits on termination will bedetermined by the rules of those plans.No payment will be made in respect of termination of employment inexcess of the amount lawfully payable under Part 2D.2 of the CorporationsAct 2001 without shareholder approval.
Non-solicitation/restrictionson future activities	For 12 months following termination of employment, the CEO is not tocommence employment or engagement with a business which competeswith the operations of the Group and which operates in any jurisdiction in

Incitec Pivot Limited ABN 42 004 080 264

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

www.incitecpivot.com.au

	which a Group company has material operations as at the terminationdate.For 12 months following termination of employment, the CEO is alsoprohibited from inducing certain employees or officers of the Group toterminate their employment or soliciting suppliers and customers of theGroup to cease doing business with the Group, or to reduce the amount ofbusiness they would normally do with the Company or Group.
Conditions	The employment is subject to obtaining the necessary work visa.
Relocation Benefits	IPL will bear certain costs associated with the CEO’s relocation toMelbourne. Also, certain relocation expenses will be paid on terminationof employment, except that IPL will not pay expenses relating torepatriation if the CEO resigns (other than due to Fundamental Change) oris dismissed for misconduct.

Incitec Pivot Limited ABN 42 004 080 264 Level 8, 28 Freshwater Place, Southbank, Victoria 3006, Australia www.incitecpivot.com.au