Incitec Vote Boosts Fertiliser Merger

22 October, 2002

Orica Managing Director and CEO, Malcolm Broomhead, welcomed the vote today by Incitec shareholders as a substantial step towards the proposed merger of Incitec fertilisers with Pivot Limited.

"The overwhelming support by Incitec shareholders is a vindication of the recommendation of Incitec directors and follows last week’s announcement by the Australian Competition and Consumer Commission that it would not object to the merger.

"With the further support of Incitec shareholders, the support of Pivot shareholders and court approvals, the creation of Incitec Pivot Limited will deliver substantial value to both Incitec and Pivot shareholders. Efficiency gains by merging the two fertiliser businesses are estimated to be more than $30 million a year," he said.

Shareholders supported the demerger of Incitec’s fertiliser business from the industrial chemicals business by considerable margins:

- the vote by number, which required 50% of shares-voted, was 85.29% in favour.

- the vote by value, which required 75% of the total value of Incitec shares, was 78.98% in favour.

Both votes confirmed the overwhelming support of minority shareholders (shareholders other than Orica and Futuris) who voted.

Incitec Industrial Chemicals

Mr. Broomhead said that following the vote, the industrial chemicals business would move into another company, Industrial Chemicals Limited (ICL). Incitec shareholders would receive shares in ICL and Orica would proceed with its selective buy out proposal to buy out the minorities for about $2.90 per share.

"Orica’s valuation of ICL is within the range assessed by the independent expert, Grant Samuel, is regarded as full and fair by market analysts and is considered fair by Incitec’s independent directors."