ORICA LIMITED — Director's Dealing 2016

Jul 31, 2016

JULY 2016

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POLICY SECURITIES DEALING

GENERAL DEALING RESTRICTIONS – DIRECTORS, EMPLOYEES & CONTRACTORS

Securities dealings must be controlled to ensure that public confidence is maintained in the trading of Orica Securities, as well as in the reputation of Orica, and its Directors, employees and contractors. Dealing restrictions apply to minimise the risk of breaching insider trading laws. Breach of these dealing restrictions will be regarded as serious misconduct and may lead to disciplinary action.

• You may deal in Securities unless you have inside information or are a Restricted Person . Consider whether there are any perception issues, and consult with the Company Secretary if necessary, before you deal (i.e. if it could appear that you were taking advantage of your position in an inappropriate way).

• If you have inside information , do not:

– deal in Securities ;

• advise, procure or encourage an associate or any other person to buy or sell Securities ; and/or

• share information with any other person if you know, or ought to know, that that person is likely to buy or sell Securities .

• Do not deal in Securities if the Company has formally notified you that you are restricted from dealing.

• Comply with your obligations in relation to the use of confidential information obtained in the course of your duties – including when dealing in the securities of other listed companies with which Orica may be negotiating or dealing.

ADDITIONAL DEALING RESTRICTIONS – RESTRICTED PERSONS

Restricted Persons have more exposure to inside information and therefore additional dealing restrictions apply.

Approval to deal

• Restricted Persons must inform the Company Secretary and obtain written approval to deal in Securities as follows:

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orica.com

Policy: Securities Dealing

July 2016

RESTRICTED PERSON	APPROVER
Directors (other than the Chairman)	Chairman
Chairman	Chair of the Board Audit & Risk Committee
Any other Restricted Person	Company Secretary
Company Secretary	Managing Director & CEO

• A Restricted Person approved to deal must deal no later than two business days commencing on the day after approval is received, otherwise new approval must be sought.

• Any approval to deal may be withdrawn at any time if there is a change in circumstance, and any decision to refuse approval is final and binding and must be kept confidential.

• Directors must notify the Company Secretary of the relevant details of the trade within two business days of the trade to ensure the Company complies with its disclosure obligations under the ASX Listing Rules.

• Company Secretariat must maintain a record of any request to deal and of any approval given.

Blackout periods

• Restricted Persons must not deal in Securities during the following ‘blackout periods’:

• between 1 April and one trading day following the release of the Company’s half year results to the Australian Securities Exchange (ASX);

• between 1 October and one trading day following the release of the Company’s annual results to the ASX; and

• any other period that the Company specifies as a blackout period.

Exceptional circumstances

• Restricted Persons that need to deal in Securities during a blackout period due to exceptional circumstances (such as demonstrated and severe financial hardship), must obtain written approval to deal in Securities during a blackout period as follows:

RESTRICTED PERSON	APPROVER
Directors (other than the Chairman)	Chairman
Chairman	Chair of the Board Audit & Risk Committee
Any other Restricted Person	Company Secretary
Company Secretary	Managing Director & CEO

• A Restricted Person approved to deal during a blackout period must deal no later than two business days commencing on the day after approval is received, otherwise new approval must be sought.

Prohibited dealings

• Restricted Persons must not enter into, create or deal in the following in respect of Securities :

• margin loans;

• hedging;

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orica.com

Policy: Securities Dealing

July 2016

• short-term dealing, including buying and selling Securities on market within a three month period; and – short selling.

DEALING RESTRICTIONS – ASSOCIATES

Associates of Directors, employees and contractors are subject to the same dealing restrictions that apply to that individual.

• Inform your associates of applicable securities dealing restrictions.

• Restricted Persons must obtain written approval to deal in Securities on behalf of their associates from the relevant approver.

EXCLUDED DEALINGS

Certain dealings are excluded from the application of this Policy.

• The acquisition of Securities through:

• a dividend reinvestment plan or share purchase plan available to all retail shareholders[1] ; or – a rights issue.

• Applying for or acquiring Securities under an employee incentive scheme ; however, for clarity, any subsequent dealing of Securities which cease to be held under the terms of a scheme remains subject to the provisions of this Policy.

• The disposal of Securities through the acceptance of a takeover offer, scheme of arrangement or equal access buy-back.

• Any dealing that results in no effective change to the beneficial interest (e.g. transfer of Securities already held into a superannuation fund or trust of which you or your associate is a beneficiary).

• Any dealing under a pre-approved non-discretionary trading plan, provided the plan is not entered into or amended during a blackout period (e.g. a regular share acquisition plan).

Approved by Orica Limited Board July 2016

1 A Restricted Person must not commence or amend participation in a plan during a blackout period.

© 2016 Orica Group. All rights reserved. All information contained in this document is provided for informational purposes only and is subject to change without notice. Since the Orica Group cannot anticipate or control the conditions under which this information and its products may be used, each user should review the information in the specific context of the intended application. To the maximum extent permitted by law, the Orica Group specifically disclaims all warranties express or implied in law, including accuracy, non infringement, and implied warranties of merchantability or fitness for a particular purpose. The Orica Group specifically disclaims, and will not be responsible for, any liability or damages resulting from the use or reliance upon the information in this document. The word Orica and the Ring device are trademarks of the Orica Group. Orica Limited ABN 24 004 145 868

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orica.com

Policy: Securities Dealing

July 2016

GLOSSARY TERMS

TERM	DEFINITION
Associate	Includes: • a family member who may be expected to influence, or be influenced by, your dealings inSecurities(this may include your spouse or partner, and you or your spouse or partner’s child or dependant), or • a company or any other entity which you have an ability to control or significantly influence.
Deal or dealing	Includes: • any acquisition or disposal ofSecurities(or entering into an agreement to acquire or dispose ofSecurities); • subscribing for newSecurities(e.g. in a float); • entering into a contract or arrangement to secure profit or avoid a loss by reference to price fluctuations; or • disposing of or exercising options overSecurities.
Director	Any person who is a Director of Orica Limited.
Employee incentive scheme	Any plan operated by Orica pursuant to whichSecuritiesare provided as an element of remuneration to employees or directors.
Inside information	Information that is: • not generally available to the market, and • if it were available, a reasonable person would expect it to have a material effect on the price or value of a security.
Restricted Person	Includes: • any Director of Orica Limited; • executives who are members of the Executive Committee; and • any other employee who has regular access toinside informationrelating to Orica and/or been advised by Company Secretariat that they are subject to the additional dealing restrictions.
Securities	Includes, in relation to Orica Limited: • ordinary and preference shares; • options, performance rights, share rights and restricted shares; • debentures; • convertible notes; and • any other financial product relating to securities whether or not the product is created by Orica or by a third party.

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