DYNO NOBEL LIMITED. — Director's Dealing 2014

Sep 15, 2014

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16 September 2014

Office of the Company Secretary

ABN 42 004 080 264

The Manager Company Announcements Office Australian Securities Exchange Level 45, South Tower Rialto 525 Collins Street MELBOURNE VIC 3000

Registered Office: Level 8, 28 Freshwater Place Southbank Victoria 3006 Tel: (61 3) 8695 4400 Fax: (61 3) 8695 4419 www.incitecpivot.com.au

Dear Sir or Madam

Electronic Lodgement Appendix 3Y – Change in Director’s Interest Notice

Incitec Pivot Limited (the Company ) lodges the attached Appendix 3Y ( Change in Director’s Interest Notice ) for release to the market. The lodgement of this Appendix 3Y is outside the time period required by ASX Listing Rule 3.19A.2. It is lodged within 5 business days of the Company becoming aware of the need to lodge the Appendix 3Y.

The Appendix 3Y relates to a change of notifiable interests of one of the Company's Directors, Ms Rebecca McGrath, being the acquisition of 166 shares on 18 December 2013 and 92 shares on 1 July 2014. Both of the acquisitions were as a result of the issue of shares to Ms McGrath pursuant to the Company's Dividend Reinvestment Plan ( DRP ).

In preparing for its 30 September year end reporting process, the Company became aware that the acquisitions of shares by the relevant Director under the DRP had not been previously disclosed in an Appendix 3Y. In November 2013, the Company reinstated its DRP. Before that time, the DRP had last operated in 2010. The relevant Director made an election to participate in the DRP on or about 13 November 2013.

Given that shares were issued to the relevant Director under the DRP without any action by the Director (other than the earlier DRP election to participate), there was an inadvertent omission to notify the Company of the acquisitions in the usual manner. The Company has taken steps to ensure that the relevant Director (and all Directors) continue to be aware of their obligations under their Disclosure Agreements with the Company (entered into for the purposes of ASX Listing Rule 3.19B). The Company has also reviewed and updated its processes around the reporting of share trading and acquisitions of shares by Directors to ensure that changes of notifiable interests are promptly notified to the Company.

Yours faithfully,

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Daniella Pereira Company Secretary

Attach.

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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	Rebecca Joy McGrath
Date of last notice	20 August 2014

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
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.
Date of change	18 December 2013 & 1 July 2014 (see attached covering letter)

• 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	7,000 (Direct) 6,500 (Indirect – Wyluka Pty Ltd as trustee for the Cushen Family Super Fund) acquired on 15August2014
Class	Ordinary shares
Number acquired	258 (166 ordinary shares on 18 December 2013 and 92 ordinary shares on 1 July 2014)
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$2.4438 per share (166 ordinary shares) $2.7112 per share (92 ordinary shares)
No. of securities held after change	7,258 ordinary shares (Direct) 6,500 ordinary shares (Indirect - Wyluka Pty Ltd as trustee for the Cushen Family Super Fund) acquired on 15 August 2014
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Issue of securities under the Company’s Dividend Reinvestment Plan

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Part 2 – Change of director’s interests in contracts

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

Detail of contract Nature of interest Name of registered holder (if issued securities) Date of change No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

Part 3 –[+] Closed period

Part 3 – +Closed period
Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	Not applicable
If prior written clearance was provided, on what date was this provided?	Not applicable

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3