*X99999999999*
X99999999999
I/We being a member(s) of Incitec Pivot Limited and entitled to attend and vote hereby appoint:
By mail:
Incitec Pivot Limited
C/- Link Market Services Limited
Locked Bag A14
Sydney South NSW 1235 Australia
By fax: +61 (0)2 9287 0309
www.linkmarketservices.com.au
ONLINE
LODGE YOUR VOTE
All enquiries to:
Telephone:
1300 303 780
Overseas: +61 (0)2 8280 7765
Resolution 1
To re-elect Mr Graham Smorgon as a
Director
Resolution 2
To re-elect Mr Anthony Larkin as a
Director
For
Against Abstain
*
Resolution 3
Approval of issue to Managing Director,
Mr James Fazzino, under the Incitec
Pivot Performance Rights Plan
Resolution 4
To adopt the Remuneration Report
for the Company for the year ended
30 September 2009. (Vote on this
resolution is advisory only)
For
Against Abstain
*
Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting.
Please read the voting instructions overleaf before marking any boxes with an
X
SECURITYHOLDER VOTING FORM
or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy and
to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 2:00pm (Melbourne time) on Wednesday,
23 December 2009, at the Auditorium, Level 2, Melbourne Exhibition Centre, 2 Clarendon Street, Southbank, Victoria and at any adjournment
or postponement of the meeting.
APPOINT A PROXY
OR
if you are
NOT appointing the Chairman of the
Meeting as your proxy, please write the name of the
person or body corporate (excluding the registered
securityholder) you are appointing as your proxy
the
Chairman
of the Meeting
(mark box)
STEP 1
* If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a
poll and your votes will not be counted in computing the required majority on a poll.
This form should be signed by the securityholder. If a joint holding, all securityholders must sign. If signed by the securityholder's attorney,
the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company,
the form must be executed in accordance with the company's constitution and the Corporations Act 2001 (Cth).
SIGNATURE OF SECURITYHOLDERS THIS MUST BE COMPLETED
Securityholder 1 (Individual)
Joint Securityholder 2 (Individual)
Joint Securityholder 3 (Individual)
Sole Director and Sole Company Secretary
Director/Company Secretary (Delete one)
Director
*IPL PRX902*
IPL PRX902
VOTING DIRECTIONS
STEP 2
If the Chairman of the Meeting is appointed as your proxy, or may be appointed by default and you do
not wish to direct your proxy
how to vote as your proxy in respect of Item 3 above, please place a mark in this box. By marking this box, you acknowledge that
the Chairman of the Meeting may exercise your proxy even though he/she has an interest in the outcome of that Item and that votes
cast by him/her for that Item, other than as proxyholder, would be disregarded because of that interest. If you do not mark this box,
and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Item 3 and your votes
will not be counted in calculating the required majority if a poll is called on this Item.
The Chairman of the Meeting intends to vote undirected proxies in favour of Item 3.
IMPORTANT VOTING EXCLUSIONS
STEP
3
STEP 4
Incitec Pivot Limited
ABN 42 004 080 264
HOW TO COMPLETE THIS PROXY FORM
HOW TO COMPLETE THIS PROXY FORM
If you would like to attend and vote at the Annual General Meeting, please bring this form with you.
This will assist in registering your attendance.
Lodgement of a Proxy Form
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 2:00pm
(Melbourne time) on Monday, 21 December 2009, being not later than 48 hours before the commencement of the meeting. Any
Proxy Form received after that time will not be valid for the scheduled meeting.
Proxy Forms may be lodged using the reply paid envelope or:
by mail:
Incitec Pivot Limited
C/- Link Market Services Limited
Locked Bag A14
Sydney South NSW 1235
Australia
by fax:
+61 (0)2 9287 0309
online:
www.linkmarketservices.com.au
ONLINE
lodging it online at Link's website (www.linkmarketservices.com.au) in accordance with the instructions given there (you
will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website);
by hand:
delivering it to Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000.
Your Name and Address
This is your name and address as it appears on the company's
security register. If this information is incorrect, please make
the correction on the form. Securityholders sponsored by a
broker should advise their broker of any changes.
Please note:
you cannot change ownership of your securities using this
form.
Appointment of a Proxy
If you wish to appoint the Chairman of the Meeting as your
proxy, mark the box in Step 1. If the person you wish to appoint
as your proxy is someone other than the Chairman of the
Meeting please write the name of that person in Step 1. If you
leave this section blank, or your named proxy does not attend
the meeting, the Chairman of the Meeting will be your proxy.
A proxy need not be a securityholder of the company. A proxy
may be an individual or a body corporate.
Votes on Items of Business Proxy Appointment
You may direct your proxy how to vote by placing a mark in
one of the boxes opposite each item of business. All your
securities will be voted in accordance with such a direction
unless you indicate only a portion of voting rights are to be
voted on any item by inserting the percentage or number of
securities you wish to vote in the appropriate box or boxes. If
you do not mark any of the boxes on the items of business,
your proxy may vote as he or she chooses. If you mark more
than one box on an item your vote on that item will be
invalid.
Appointment of a Second Proxy
You are entitled to appoint up to two persons as proxies to
attend the meeting and vote on a poll. If you wish to appoint
a second proxy, an additional Proxy Form may be obtained by
telephoning the company's security registry or you may copy
this form and return them both together.
To appoint a second proxy you must:
(a) on each of the first Proxy Form and the second Proxy Form
state the percentage of your voting rights or number of
securities applicable to that form. If the appointments do
not specify the percentage or number of votes that each
proxy may exercise, each proxy may exercise half your
votes. Fractions of votes will be disregarded.
(b) return both forms together.
Signing Instructions
You must sign this form as follows in the spaces provided:
Individual: where the holding is in one name, the holder must
sign.
Joint Holding: where the holding is in more than one name,
all securityholders must sign.
Power of Attorney: to sign under Power of Attorney, you must
lodge the Power of Attorney with the registry. If you have not
previously lodged this document for notation, please attach a
certified photocopy of the Power of Attorney to this form when
you return it.
Companies: where the company has a Sole Director who is
also the Sole Company Secretary, this form must be signed by
that person. If the company (pursuant to section 204A of the
Corporations Act 2001) does not have a Company Secretary, a
Sole Director can also sign alone. Otherwise this form must be
signed by a Director jointly with either another Director or a
Company Secretary. Please indicate the office held by signing
in the appropriate place.
Corporate Representatives
If a representative of the corporation is to attend the
meeting the appropriate "Certificate of Appointment of
Corporate Representative" should be produced prior to
admission in accordance with the Notice of Meeting. A form
of the certificate may be obtained from the company's
security registry.
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