Shareholder Disclosure Refining NZ Employee Share Purchase

SHAREHOLDER
DISCLOSURE DOCUMENT
Dear Shareholder,
PROVISION OF FINANCIAL ASSISTANCE IN CONNECTION WITH
THE REFINING NZ EMPLOYEE SHARE PURCHASE SCHEME FOR 2016
The New Zealand Refining Company Limited (“the Company”) is required to provide the following disclosure to all shareholders
pursuant to sections 78(5) and 79 of the Companies Act 1993 (“the Act”) in respect of financial assistance to be provided by the
Company in relation to the Refining NZ Employee Share Purchase Scheme (“the Scheme”).
The Company established the Scheme, which has been approved by the Commissioner of Inland Revenue as a section
DC 12 share scheme under the Income Tax Act 2007.
Under the Scheme, employees will be issued an offer letter headed “Offer to Participate in the Refining NZ Employee
Share Purchase Scheme”, inviting them to invest in the Company’s shares through participation in the Scheme.
The Scheme recognises the important contribution that the Company’s employees make to its future. By implementing the
Scheme, the Board considers that the interests of the employees will be aligned with those of the Company’s and with yours,
as shareholders. The intention is that the Scheme will enable and assist the Company in retaining and motivating employees.
Under the Scheme:
• Participating employees will be able to acquire $1,251 worth of shares in the Company in respect of the 2016 financial year.
The BPF is a Business Performance Factor that is approved by the Board for the relevant financial year. For the 2016 financial
year, a BPF of 1.25 has been approved by the Board.
• The employee will make an employee contribution of $1 (deducted from their pre-tax salary or wages) towards the $1,251
offer amount.
• The Company will contribute the rest of the cost up to the $1,251 offer amount. The Company’s contribution will be $1,250
(“the Contribution”).
• A trust, CRS Nominees Limited, has been created under the Scheme (“the Scheme Trust”) for the purpose of purchasing the
Company’s shares on the New Zealand Stock Exchange (“the NZX”) and holding those shares until they are allocated to each
participating employee.
• The $1,251 value of the shares for each participating employee is calculated as at the date that the employee’s shares are
acquired. Following this, the value of the employee’s shares may increase or decrease over time.
• The Company will also pay any broking and other costs associated with the Scheme. The Company estimates the annual
operating costs of the Scheme will be approximately $30,000 and the cost of the Contribution will be approximately $390,000
per year.
The Contribution may constitute the giving of “financial assistance” for the purposes of section 76 of the Companies Act 1993
(“the Act”).
It is the Company’s intention to seek approval for the Contribution that it will make under the Scheme for the relevant financial
year. The resolution below and this disclosure document are in respect of the Contribution relating to the 2016 financial year.
Computershare Investor Services Limited
Level 2, 159 Hurstmere Rd
Takapuna, Auckland
Private Bag 92119, Victoria Street West
Auckland 1142, New Zealand
Fax: +64 9 488 8787
Investor enquiries: +64 9 488 8777
www.computershare.co.nz
15 March 2017

Board Resolutions
The text of the Company’s resolutions passed on 27 February 2017 approving the giving of the financial assistance is set out below
in so far as it addresses the consideration of the shareholders rights:
“Provision of financial assistance – Shareholder considerations
2.7 That to the extent the Company’s Contribution may be considered to be financial assistance the giving of it is
contingent upon compliance with one of the relevant procedures for providing financial assistance under the
NZX Main Board Listing Rules;
2.8 For the purpose of providing financial assistance in respect of the purchase of shares in relation to the 2016 financial year, the
Company will adhere to rule 7.6.4 of the NZX Main Board Listing Rules and has satisfied itself that it satisfies the criteria to
provide financial assistance under this rule (referred to as Procedure 1);
2.9 That to the extent the Company’s Contribution constitutes financial assistance, the giving of the financial assistance
is of benefit to those shareholders not receiving such financial assistance;
2.10 That the terms and conditions under which the financial assistance is to be provided are fair and reasonable to those
shareholders not receiving such financial assistance; and
2.11 That each shareholder will be sent a disclosure document that complies with section 79 of the Companies Act 1993
before the provision of the financial assistance
3 GROUNDS FOR CONCLUSIONS
Provision of financial assistance – Shareholder considerations
The grounds for the Directors’ conclusions under Resolutions 2.7 to 2.11 are that:
1.1. The amount of the financial assistance being given in relation to the 2016 financial year will, at the time the assistance is
given, fall below the applicable thresholds for Procedure 1 of the NZX Main Board Listing Rules, this being:
• less than 1 million dollars during a three year period;
• less than 10 % of the Average Market Capitalisation of the Company during a five year period; and
• the Scheme is not available to any director of the Company or a person associated with a Director of the Company.
1.2. The provision of the proposed financial assistance in the manner outlined above is in the best interests of those shareholders
not receiving the financial assistance because it:
• will increase the alignment of the employees’ interests with those of the shareholders and in doing so, incentivise the
participating employees to ensure that the Company performs for the benefit of all of its shareholders; and
• will assist the Company in retaining and motivating its employees.
1.3. The terms and conditions under which the proposed financial assistance is to be provided are fair and reasonable to those
shareholders not receiving the financial assistance because the cost to the Company in providing such financial assistance is
relatively small compared with the benefits to be gained under the Scheme.”
Shareholder Rights
Section 78(7) of the Act confers certain rights on shareholders to apply to the court to restrain the giving of the
proposed financial assistance.
If approved, the financial assistance is to be given by the Company not less than 10 working days and not more than
12 months after this disclosure document has been sent to each shareholder.
Yours sincerely,
Simon Allen
Chairman