2024 RETURN OF CAPITAL

IPL announced on 13 November 2023 that it was returning approximately $500 million in surplus capital to shareholders by way of a pro-rata capital return and unfranked special dividend (collectively the ‘distribution’).

Shareholders voted in favour of reducing IPL’s share capital by up to $500 million by way of an equal capital reduction at the 2023 Annual General Meeting on 20 December 2023. Further details are included Notice of the 2023 Annual General Meeting which was provided to shareholders on 20 November 2023.

IPL confirms that ~$500 million was returned by way of:

a $0.1557 per share equal capital reduction, totalling $302,404,437.02 in aggregate; and
an unfranked special dividend of $0.1017 per share, totalling $197,524,285.45 in aggregate.

Further information and frequently asked questions in relation to the distribution are provided below.

Key dates

Monday, 29 January 2024: Effective date for return of capital.

Tuesday, 30 January 2024: Last date for trading in ‘cum return of capital’ for shares.

Wednesday, 31 January 2024: Shares commenced trading on an ‘ex return of capital’ and ‘ex dividend’ basis.

Thursday, 1 February 2024: Record date for determining entitlement to participate in the return of capital and special dividend.

Thursday, 8 February 2024: Payment date for return of capital and special dividend. Shareholders to receive their payment advice.

General information

On 13 November 2023, IPL announced that it would return up to $500 million return of surplus capital to shareholders.

This distribution to shareholders (in the form of a capital return and special dividend) follows the receipt of proceeds from the sale of IPL’s Waggaman, Louisiana, USA facility to CF Industries Holdings, Inc. on 1 December 2023 (refer to IPL’s release on 4 December 2023).

The payment date for the return of capital and unfranked special dividend is 8 February 2024.

The distribution returned funds to shareholders, consistent with IPL’s capital allocation framework and focus on disciplined capital management. The $0.1557 per share capital return constitutes an equal capital reduction for the purposes of the Corporations Act. No shares will be cancelled in connection with the capital reduction. Accordingly, the capital reduction will not affect the number of shares held by each shareholder, nor will it affect the control of IPL. The Board is satisfied that the capital reduction is fair and reasonable to IPL’s shareholders as a whole and does not materially prejudice IPL’s ability to pay its creditors.

IPL’s Dividend Reinvestment Plan will not apply in respect of the return of capital or the unfranked special dividend.

Tax implications of the capital return

The Australian Taxation Office (ATO) has issued a Class Ruling following completion of the capital reduction and payment of the dividend in respect of the Australian income tax implications of the capital reduction.

The ATO Class Ruling confirms that no part of the capital reduction will be assessable as a dividend for Australian taxation purposes. Shareholders should seek their own professional advice as to their income tax implications arising from the capital return.

Find here a link to the Class Ruling

Does the return of capital reduce the number of shares that I hold?

No shares will be cancelled in connection with the return of capital. Accordingly, the return of capital does not affect the number of shares held by each shareholder.

What is the total payment amount that I will receive?

The payment to shareholders was equal to the number of shares held on the record date, 1 February 2024, multiplied by $0.2574 per share.

When will payment to shareholders be made?

Shareholders received their payment advice on 8 February 2024. Payment was made into the shareholder bank accounts recorded on the register as at the record date, 1 February 2024.

How will I be notified of the total payment amount?

Shareholders were sent a payment advice for the distribution by email or in hard copy on 8 February 2024.
Shareholders are encouraged to elect to receive their payment advice electronically. Shareholders can easily and securely update their communication preferences directly with Link Market Services via the website www.linkmarketservices.com.au.¹

Why have I not received payment into my bank account?

Payment was made into the shareholder bank accounts recorded on the register as at the record date, 1 February 2024. If you have not received the payment into your bank account, please check that the bank details you previously provided to Link Market Services are still current.

Shareholders can check their bank details via their Portfolio login on the Link Market Services website at www.linkmarketservices.com.au and choose the Payments & Tax option once logged in.¹

If shareholders have not previously registered a Portfolio, please select register now and follow the onscreen prompts. Shareholders will need their HIN/SRN information, which is on their holding statement.

Shareholders can update their bank account if they have registered their Portfolio previously on the Link Market Services website.¹

If shareholders do not have a Portfolio, they can complete a Direct Credit Payment Form and return it to Link Market Services by email to registrars@linkmarketservices.com.au. Please include “IPL Capital Return Payment” in the email subject line.

Who can I contact if I have other questions in relation to the payment?

If you have further questions in relation to the return of capital, please contact IPL’s share registry Link Market Services. Please refer to "IPL Capital Return Payment" in your communications regarding the distribution.

Incitec Pivot Limited
C/- Link Market Services Limited
Locked Bag A14, Sydney South NSW 1235
Telephone: +61 1300 303 780
Email: registrars@linkmarketservices.com.au
Click here for Link Market Services website.

¹IPL employee shareholders can check and update their details via IPL’s online employee services centre at https://investorcentre.linkgroup.com/Employee/IPL.

2024 RETURN OF CAPITAL