SSH Notice – BP NZ Holdings Ltd, Europa Oil Ltd

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Disclosure of change in nature of relevant interest
Section 278, Financial Markets Conduct Act 2013
To NZX Limited
and
To The New Zealand Refining Company Limited
Relevant event being disclosed: Change in nature of relevant interest
Date of relevant event: 17 March 2017
Date this disclosure made: 17 March 2017
Date last disclosure made: 6 March 2014
Substantial product holders giving disclosure
Full names: BP New Zealand Holdings Limited, Europa Oil NZ Limited
Summary of substantial holding
Class of quoted voting products: Ordinary Shares (NZX code: NZR)
Summary for BP New Zealand Holdings Limited and Europa Oil NZ Limited
For this disclosure,—
(a) total number held in class: 66,240,021 Ordinary Shares
(b) total in class: 312,576,453 Ordinary Shares
(c) total percentage held in class: 21.192%
For last disclosure,—
(a) total number held in class: 66,240,021
(b) total in class: 308,572,758
(c) total percentage held in class: 21.467%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure: On 16 March 2017, BP
New Zealand Holdings Limited and Europa Oil NZ Limited entered into a block trade
agreement (attached, 16 pages) with Deutsche Craigs Limited, under which BP New
Zealand Holdings Limited and Europa Oil NZ Limited agreed to sell, and Deutsche Craigs
Limited agreed to use best endeavours to procure the sale of, up to 34,667,381 Ordinary
Shares in The New Zealand Refining Company Limited held by BP New Zealand Holdings
Limited and its wholly-owned subsidiary, Europa Oil NZ Limited, at a sale price of at least
NZ$2.30 per share.
Pursuant to that agreement, 10,667,367 Ordinary Shares held by BP New Zealand Holdings
Limited and 24,000,014 Ordinary Shares held by Europa Oil NZ Limited have been

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allocated to investors, at a sale price of NZ$2.32 per Ordinary Share, with settlement
expected to occur on 21 March 2017. As a consequence of those allocations, there is a
qualification on the power of BP New Zealand Holdings Limited and Europa Oil NZ Limited
to dispose of, or control the disposal of, such shares.
Details after relevant event
Details for BP New Zealand Holdings Limited
Nature of relevant interest: BP New Zealand Holdings Limited is the registered holder and
beneficial owner of 42,240,007 Ordinary Shares.
For that relevant interest,—
(a) number held in class: 42,240,007
(b) percentage held in class: 13.513%
(c) current registered holder: BP New Zealand Holdings Limited
(d) registered holder once transfers are registered: N/A
Nature of relevant interest: Europa Oil NZ Limited is the registered holder and beneficial
owner of 24,000,014 Ordinary Shares, and is a wholly-owned subsidiary of BP New
Zealand Holdings Limited. BP New Zealand Holdings Limited has a relevant interest in
those Ordinary Shares under section 237(b) of the Financial Markets Conduct Act 2013.
For that relevant interest,—
(a) number held in class: 24,000,014
(b) percentage held in class: 7.678%
(c) current registered holder: Europa Oil NZ Limited
(d) registered holder once transfers are registered: N/A
Details for Europa Oil NZ Limited
Nature of relevant interest: BP New Zealand Holdings Limited is the registered holder and
beneficial owner of 42,240,007 Ordinary Shares. As a wholly-owned subsidiary of BP New
Zealand Holdings Limited, Europa Oil NZ Limited has a relevant interest in those Ordinary
Shares under section 237(d) of the Financial Markets Conduct Act 2013
For that relevant interest,—
(a) number held in class: 42,240,007
(b) percentage held in class: 13.513%
(c) current registered holder: BP New Zealand Holdings Limited
(d) registered holder once transfers are registered: N/A

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Nature of relevant interest: Europa Oil NZ Limited is the registered holder and beneficial
owner of 24,000,014 Ordinary Shares
For that relevant interest,—
(a) number held in class: 24,000,014
(b) percentage held in class: 7.678%
(c) current registered holder: Europa Oil NZ Limited
(d) registered holder once transfers are registered: N/A
Additional information
Addresses of substantial product holders: Watercare House, 73 Remuera Road,
Newmarket, Auckland, 1050, New Zealand
Contact details: Rachael Lynch, Phone: +64 21 893 884, Email: rachael.lynch@bp.com
Nature of connection between substantial product holders: Europa Oil NZ Limited is a
wholly-owned subsidiary of BP New Zealand Holdings Limited
Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates: N/A
Certification
I, Rachael Lynch, certify that, to the best of my knowledge and belief, the information
contained in this disclosure is correct and that I am duly authorised to make this disclosure
by all persons for whom it is made.

Deutsche Craigs Limited
Level 36, Vero Centre
48 Shortland Street
Auckland 1140
New Zealand

Tel: +64 9 913 9090
Fax: +64 9 926 9549



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STRICTLY PRIVATE & CONFIDENTIAL
16 March 2017

LETTER OF AGREEMENT FOR THE SALE OF SHARES IN THE NEW ZEALAND REFINING
COMPANY LIMITED
1. SALE OF SHARES
1.1 The Sellers wish to sell up to 34,667,381 shares, as set out in Schedule 2, (Sale Shares) in
The New Zealand Refining Company Limited (the Company). Deutsche Craigs Limited, its
affiliates, successors and assigns, as appropriate (DCL) have agreed to use its best
endeavours to procure bids for, and manage the sale of, the Sale Shares (the Sale).
1.2 The Sellers must comply with the timetable set out in the Schedule to this agreement (the
Timetable) (which may be amended by the Sellers with the prior written consent of DCL).
All references to dates in this agreement have the same meaning as in the Timetable and
any defined terms not otherwise defined in this agreement but defined in the Timetable have
the meaning given to them in the Timetable.
BP New Zealand Holdings Limited
Watercare House
73 Remuera Road
Remuera
Auckland, 1050
New Zealand

Europa Oil NZ Limited
Watercare House
73 Remuera Road
Remuera
Auckland, 1050
New Zealand
(each a Seller and, together, the Sellers)

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1.3 Subject to the terms of this agreement, each Seller agrees to sell its respective Sale Shares
in accordance with the Timetable and DCL will manage the Sale by inviting investors to bid
for the Sale Shares and use its best endeavours to procure purchasers for the Sale Shares
at prices:
(a) at or above a floor price for the Sale Shares in NZ$ (the Floor Price); and
(b) if agreed to by the parties, within a price range for the Sale Shares in NZ$ (the
Agreed Range),
such Floor Price and the Agreed Range (if applicable) to be agreed in writing between the
parties on or before the date of this agreement. Purchasers may include DCL’s related
companies (as that term is defined in the New Zealand Companies Act 1993, read as if the
expression company includes any body corporate, wherever incorporated, each a Related
Company). DCL must agree the initial list of potential cornerstone investors, and any
subsequent potential cornerstone investors, who will be invited to bid for the Sale Shares
with the Sellers in advance of any invitations being made.
1.4 DCL agrees to conduct a bookbuild process (Bookbuild) for the Sale Shares in accordance
with the Timetable. DCL must use its best endeavours to maximise the price of all the Sale
Shares that are to be sold under the Bookbuild. Following the Bookbuild, and prior to
allocation in accordance with clause 1.5, the sale price for the Sale Shares (Sale Price) and
the number of Sale Shares to be sold in the Sale (Sold Shares) will be determined by the
Sellers, after consultation with DCL. The parties agree that:
(a) the Sale Price will not be set:
(i) higher than the price at which DCL has received binding and bona fide offers
from purchasers for all of the Sale Shares which, in the reasonable opinion of
DCL, are capable of acceptance and will, if accepted, result in the formation of
binding agreements for the sale of all of the Sale Shares; or
(ii) lower than the Floor Price; and
(b) the number of Sold Shares will not be set lower than the number of Sale Shares in
respect of which DCL is successful in procuring purchasers at the Sale Price.
1.5 DCL agrees to provide the Sellers with regular updates in relation to the progress of the
Bookbuild, including:
(a) updates on the orders for the Sale Shares obtained throughout the Bookbuild;
(b) the names of the accounts placing orders;
(c) the details of the orders, including sizes of orders, coverage ratios at different prices,
the price of any orders and/or any price limits associated with such orders and the
time of the orders;
(d) such other information as reasonably requested by the Sellers from time to time.

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1.6 By no later than the Trade Date, the Sellers will determine after consultation with DCL
following the Bookbuild, the allocation of the Sold Shares to persons who have bid for Sale
Shares.
1.7 In consideration of DCL performing its obligations under this agreement, the Sellers agree to
pay to DCL, in their Respective Proportions, fees in accordance with clause 3. For the
purposes of this agreement, the "Respective Proportion" for each Seller equals the Sale
Shares being sold by the Seller divided by the total number of Sold Shares.
1.8 If requested by DCL, the Sellers will approach the Company promptly after this agreement is
signed and request a trading halt with a view to a trading halt being put in place as
contemplated by the Timetable.
1.9 DCL may perform its obligations through Deutsche Bank AG or any branch or Related
Company of DCL, provided that DCL will not engage any advisers without prior consultation
with the Sellers (other than Chapman Tripp, who the parties acknowledge have been
engaged as DCL’s legal advisers by DCL at its own cost).
2. SALE AND PURCHASE OF SALE SHARES
2.1 The sale of the Sold Shares will be effected on the Trade Date in accordance with the
Clearing and Settlement Rules, with settlement to follow on a T+2 basis (the date of
settlement will be referred to as the Settlement Date). Subject to clause 7, on the
Settlement Date, the Sellers shall take all steps reasonably necessary to procure settlement
and DCL shall arrange for the payment to each Seller, or as the Seller directs, of an amount
equal to the Sale Price multiplied by the number of Sold Shares sold by that Seller, less that
Sellers's Respective Proportion of any fees payable under clause 3 by transfer to the
account nominated by that Seller in writing for value (in cleared funds) against delivery of
the respective Sold Shares, provided that DCL shall have no obligation to arrange for
payment to the Sellers, and the Sellers shall have no obligation to deliver the relevant Sold
Shares, to the extent that the settlement of any Sold Shares is not successfully effected with
the purchaser of those Sold Shares by 4.30pm on the Settlement Date.
3. FEES
3.1 In consideration of performing its obligations under this agreement, DCL will be entitled fees
as the parties agree.
3.2 The fees payable under this clause 3 are payable in New Zealand dollars on receipt by the
Sellers of the proceeds of sale of the Sold Shares to which the fees relates and may be
retained by DCL from any amount received as agent, or deducted from any amount which it
is otherwise obliged to pay the Sellers, in respect of that sale.
4. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
4.1 Seller
Each Seller represents, warrants and undertakes to DCL in respect of itself only and its Sale
Shares (as set out alongside its name in Schedule 2) only at the date of this agreement and
on each date until and including the Settlement Date that each of the following statements is
true, accurate and not misleading:

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(a) Body corporate: it is a body corporate validly existing and duly established under the
laws of its place of incorporation;
(b) Capacity: the Seller has full legal capacity and power to enter into this agreement
and to carry out the transactions that this agreement contemplates;
(c) Authority: the Seller has taken all corporate action that is necessary or desirable to
authorise its entry into this agreement and its carrying out of the transactions that this
agreement contemplates and it has the appropriate authorities to enter into and
perform its obligations under this agreement;
(d) Agreement effective: this agreement constitutes the Seller’s legal, valid and binding
obligations, enforceable against it in accordance with its terms;
(e) Sole owner, no encumbrance: the Seller is the holder and sole legal and beneficial
owner of the Sale Shares and owns the Sale Shares free and clear of all liens,
charges, security interests, claims, equities and pre-emptive rights;
(f) Shares rank equally: following sale by the Seller, the Sale Shares will rank equally in
all respects with all other outstanding ordinary shares of the Company, including their
entitlement to dividends;
(g) Power to sell: the Seller has the corporate authority and power to sell the Sale
Shares under this agreement and no person has a conflicting right, whether
contingent or otherwise, to purchase or to be offered for purchase the Sale Shares,
or any of them;
(h) No offer document required: the Sale Shares may be offered under the Sale (and
may be offered after the Sale) without disclosure to investors in New Zealand under
the Financial Markets Conduct Act 2013 (the FMCA) and, in particular, none of
clauses 31 to 34 of Schedule 1 of the FMCA will apply in respect of the offer of Sale
Shares by the Seller and managed by DCL contemplated by this agreement and that
offer will not be an offer of financial products for sale that requires disclosure under
Part 3 of the FMCA;
(i) Information true and correct: all information provided by the Seller to DCL, whether
verbally or in writing, in relation to the Sale is true and correct in all material respects
and not misleading or deceptive, whether by omission or otherwise in any material
respect;
(j) No contravention: compliance by the Seller with all of the provisions of this
agreement will not conflict with, result in a breach or violation of, or constitute a
default under:
(i) any agreement or instrument to which the Seller is a party or by which it or
any of its properties or assets are bound; or
(ii) any statute, rule or regulation applicable to, or any order of any court or
governmental agency with jurisdiction over, the Seller, its assets or its
properties;

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(k) No inside information: the Seller (excluding any knowledge of any of its directors,
officers or employees who are not involved in or aware of the Sale) does not at the
date of this agreement have any information relating to the Company or its securities
that is not generally available to the market, that a reasonable person would expect,
if it were generally available to the market, to have a material effect on the price of
the Company’s quoted securities (other than knowledge that it proposes to enter into
this agreement and the transactions contemplated by it), and the Sale will not
constitute a violation by the Seller of applicable insider trading laws for which there is
no applicable defence;
(l) Chinese Walls: in relation to the Sale, the Seller is able to rely upon the defence set
out in, and is satisfying the requirements of, section 261(1) of the FMCA;
(m) No stabilisation or manipulation: neither the Seller nor any of its Affiliates has taken
or will take, directly or indirectly, any action designed to, or that might reasonably be
expected to, cause or result in the stabilisation or manipulation of the price of the
Sale Shares in violation of any applicable law;
(n) NZX listing: the Sale Shares are quoted on the financial market operated by NZX
Limited known as the NZX Main Board;
(o) No general solicitation or general advertising: none of the Seller, any of its affiliates
(as that term is defined in Rule 501 under the US Securities Act of 1933 (the US
Securities Act)) (Affiliates), any person acting on behalf of any of them (other than
DCL or its Affiliates or any person acting on behalf of any of them, as to whom the
Seller makes no representation) has offered or sold, or will offer or sell, any Sale
Shares in the United States using any form of “general solicitation” or “general
advertising” within the meaning of Rule 502(c) under the US Securities Act; and
(p) No directed selling efforts: with respect to those Sale Shares sold, or to be sold, in
reliance on Regulation S under the US Securities Act (Regulation S), none of the
Seller, any of its Affiliates, any person acting on behalf of any of them (other than
DCL or its Affiliates or any person acting on behalf of any of them, as to whom the
Seller makes no representation) has engaged or will engage in any “directed selling
efforts” (as that term is defined in Rule 902(c) under the US Securities Act) and each
of the Seller, its Affiliates, and any person acting on behalf of any of them (other than
DCL or its Affiliates or any person acting on behalf of any of them, as to whom the
Seller makes no representation) has complied and will comply with the offering
restrictions requirement of Regulation S.
For the purposes of this clause 4.1, the term Affiliate does not include (i) the Seller and its
Affiliates other than the Seller and its Affiliates that it controls or (ii) the Company and its
Affiliates that it controls.
4.2 Deutsche Craigs Limited
DCL represents, warrants and undertakes to the Sellers at the date of this agreement and
on each date until and including the Settlement Date, in respect of itself, Deutsche Bank AG
and any branch or Related Company of DCL which performs DCL's obligations under this
agreement in accordance with clause 1.9, that each of the following statements is correct:

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(a) Body corporate: it is a body corporate validly existing and duly established under the
laws of its place of incorporation;
(b) Capacity: it has full legal capacity and power to enter into this agreement and to
carry out the transactions that this agreement contemplates;
(c) Authority: it has taken all corporate action that is necessary or desirable to authorise
its entry into this agreement and its carrying out of the transactions that this
agreement contemplates and it has the appropriate licensing, permits and authorities
to enter into and perform its obligations under this agreement;
(d) Agreement effective: this agreement constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms;
(e) Compliance: it and its Affiliates will perform their obligations under this agreement,
and the Sale will be conducted by it and its Affiliates (including the making of each
offer or invitation to acquire Sale Shares), in accordance with all applicable laws and
regulations in any relevant jurisdiction, including without limitation any applicable
trade sanction or anti-money laundering laws or regulations, provided that there shall
not be a breach of this warranty to the extent any breach is caused by an act or
omission which constitutes a breach by a Seller of its representations, warranties and
undertakings in clause 4.1 or to the extent that an offer or invitation is made to a
person in a jurisdiction listed in Section 5 of Schedule 4 of the Master ECM Terms
published by the New Zealand Financial Markets Association whom DCL reasonably
believes having followed the practice typically complied with by investment banks of
international standing in connection with a transaction of this nature in the relevant
jurisdiction, to be a person who is able to give the warranties and representations
listed in that Section for the relevant jurisdiction and those set out under the heading
“Regulation S Offer - Category 1 – excluding Eligible U.S. Fund Managers” in Section
2 of that Schedule;
(f) Status: it is a “qualified institutional buyer” (as defined in Rule 144A under the US
Securities Act (QIB)) or is not a “US person” (as defined in Rule 902(k) under the US
Securities Act);
(g) No US registration: it acknowledges that the Sale Shares have not been registered
and will not be registered under the US Securities Act and they undertake to offer
and sell the Sale Shares only in accordance with (i) the provisions of Rule 903 or
Rule 904 under the US Securities Act and (ii) Rule 144A under the US Securities Act;
(h) No solicitation: it, its Affiliates and any person acting on behalf of any of it, has not
solicited offers for or offered to sell, and will not solicit offers for, or offer or sell, the
Sale Shares in the “United States” (as defined in Rule 902(l) under the US Securities
Act) using any form of “general solicitation” or “general advertising” within the
meaning of Rule 502(c) under the US Securities Act;
(i) Broker-dealer requirements: all offers and sales of Sale Shares in the United States
by it and any of its Affiliates will be effected in accordance with all applicable US
broker-dealer requirements;

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(j) Non-US offers: it, its Affiliates and any person acting on its behalf has offered the
Sale Shares, and will offer and sell the Sale Shares, only in offshore transactions (as
defined in Rule 902(h) under the US Securities Act) in compliance with Regulation S.
With respect to those Sale Shares sold or to be sold in reliance on Regulation S,
none of DCL, its Affiliates nor any person acting on behalf of any of them has
engaged or will engage in any “directed selling efforts” (as that term is defined in
Rule 902(c) under the US Securities Act); and
(k) No stabilisation or manipulation: none of DCL or any of its Affiliates or any person
acting on behalf of any of them has taken or will take, directly or indirectly, any action
designed to, or that might reasonably be expected to, cause or result in the
stabilisation or manipulation of the price of any security of the Company to facilitate
the sale or resale of the Sale Shares in violation of any applicable law.
4.3 Representations and warranties continue in force
The above representations and warranties continue in full force and effect notwithstanding
completion of this agreement.
4.4 Acknowledgement of reliance on representations and warranties
The party or parties giving the above representations and warranties acknowledge that the
other party or parties have relied on these representations and warranties in entering into
this agreement and will rely on these representations and warranties in performing their
respective obligations under this agreement.
4.5 Notification
Each party agrees that it will tell the other parties promptly upon becoming aware of any of
the following occurring prior to the completion of the sale of the Sale Shares:
(a) any material change affecting any of the foregoing representations and warranties; or
(b) any of the foregoing representations or warranties becoming materially untrue or
materially incorrect.
5. UNDERTAKINGS OF THE SELLERS
5.1 The Sellers must not, prior to the settlement of purchases in accordance with this
agreement and the Clearing and Settlement Rules, commit, be involved in or acquiesce to
any activity in relation to the Sale which breaches:
(a) the FMCA or the Takeovers Code Approval Order 2000;
(b) any other applicable laws or regulations in New Zealand or otherwise;
(c) the listing rules of NZX;
(d) its constitution; or
(e) any legally binding requirement of the Financial Markets Authority (FMA) or the NZX;
and

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in each case to the extent such breach impacts or could reasonably be expected to impact
on the sale of the Sale Shares, this agreement or the Company, each of these undertakings
being material terms of this agreement.
6. INDEMNITY
6.1 The Sellers will keep DCL, Craigs Investment Partners Limited, Deutsche Bank AG and
their Related Companies and their respective directors, officers, partners, employees,
representatives and agents (Indemnified Parties) indemnified against any losses, damages,
liabilities, costs, claims, actions and demands (including any properly incurred expenses
arising in connection therewith) (Losses) sustained or incurred in connection with this
agreement, the Sale or any breach of this agreement by the Sellers (including any breach of
any of the above representations or warranties given by the Sellers) and will reimburse an
Indemnified Party for all reasonable and properly incurred out of pocket costs, charges and
expenses which it may properly pay or incur in connection with investigating, disputing or
defending in good faith and on reasonable grounds any such action, demand or claim for
which it is indemnified under this agreement.
6.2 The indemnity in clause 6.1 does not extend to and is not to be taken as an indemnity
against any Losses of an Indemnified Party to the extent those Losses result from:
(a) any fraud, recklessness, wilful misconduct or negligence of that Indemnified Party as
determined by a judgment of a Court of competent jurisdiction;
(b) any penalty or fine which the Indemnified Party is required to pay for any
contravention of any law; or
(c) any amount in respect of which the indemnity would be illegal, void or unenforceable
under applicable law as determined by a judgment of a Court of competent
jurisdiction; or
(d) each party paying its own out of pocket costs and expenses (including any advisers'
fees and bookbuild software usage costs) incurred by it in connection with this
agreement or the Sale.
6.3 If DCL becomes aware of any suit, action, investigation, proceedings, demand or claim in
respect of which an Indemnified Party wishes to claim for indemnification under the
indemnity contained in this clause 6, DCL must promptly notify the Sellers of the substance
of that matter. The failure of DCL to notify the Sellers pursuant to this clause will not release
the Sellers from any obligation or liability which they may have pursuant to this agreement
except that such liability will be reduced to the extent to which the amount the subject of the
indemnity under clause 6 has increased, as a result of the failure to so notify.
6.4 An Indemnified Party must not admit liability in respect of all or part of, or settle,
compromise, consent to the entry of any judgment in or otherwise seek to terminate any
suit, action, investigation, proceeding, demand or claim to which the indemnity in clause 6.1
relates without the prior written consent of the Sellers, such consent not to be unreasonably
withheld.

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6.5 The indemnity in clause 6.1 is a continuing obligation, separate and independent from the
other obligations of the parties under this agreement and survives termination or completion
of this agreement. It is not necessary for an Indemnified Party to incur expense or make
payment before enforcing that indemnity, provided always that DCL shall repay to the
Sellers all amounts received under the indemnity to the extent that such amount exceeds
the amount of any Losses actually incurred or paid by DCL.
6.6 The parties agree that, for the purposes of the Contracts (Privity) Act 1982, the indemnity in
clause 6.1 (as limited by clause 6.2) is intended to confer a benefit on, and be enforceable
by, each Indemnified Party (provided that this agreement may be varied by the parties to it
without the consent of any Indemnified Party).
7. TERMINATION EVENTS
7.1 Termination events
DCL may, without costs or liability, terminate its obligations under this agreement by giving
written notice to the Sellers at any time, up to and including, 10.00am on the Settlement
Date in any of the following circumstances:
(a) a Seller contravenes any applicable provisions of the FMCA or any other applicable
laws or regulations in New Zealand or otherwise or any requirement of the FMA or
the NZX, other than to the extent that the Seller has the benefit of a waiver or
exemption under applicable laws or a defence under section 261(1) of the FMCA in
relation to any such provision or regulation or requirement;
(b) the FMA issues or threatens to issue proceedings in relation to the Sale or
commences, or threatens to commence any inquiry or investigation in relation to the
Sale (other than in respect of the actions of DCL where such actions are not
contemplated by this agreement);
(c) the NZX suspends trading of ordinary shares in the Company on the NZX Main
Board, unless as contemplated by clause 1.8 or otherwise only as a consequence or
in contemplation of the Sale, either by their own initiative or at the request of the
Company or the NZX removes the Company from the official list of NZX, or the NZX
announce any intention to do any of the foregoing;
(d) a Seller defaults in the performance of any of its obligations under this agreement; or
(e) a representation, warranty or undertaking given by a Seller in this agreement is not
true or correct,
provided that DCL may only terminate its obligations in any of the above circumstances if, in
its reasonable opinion, the circumstances or combinations thereof:
(f) have or would reasonably be expected to have, a material adverse effect on:
(i) the willingness of persons to purchase the Sale Shares; or
(ii) the price at which ordinary shares in the Company are traded on the NZX
Main Board; or

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(g) would reasonably be expected to give rise to a material liability for an Indemnified
Party under the FMCA or other applicable law.
7.2 Effect of termination
Subject to clause 6.5, if this agreement is terminated, neither DCL nor the Sellers will have
any obligations under this agreement. Any termination of this agreement will be without
prejudice to any accrued rights or obligations arising before or in relation to such
termination.
8. PUBLICITY
The Sellers and DCL will consult with each other in respect of any material public releases
by any of them concerning the Sale. The prior written consent of the other party (such
consent not to be unreasonably withheld or delayed) must be obtained prior to any party
making any release or announcement or engaging in publicity in relation to the Sale on or
before the Settlement Date, and such release, announcement or engagement must be in
compliance with all applicable laws, including the securities laws of New Zealand and any
other jurisdiction.
9. SELLERS' REPRESENTATIVE
9.1 The Sellers agree that when this agreement provides that any power may be exercised by,
any decision may be made by, any action may be performed by, any notice may be given
by, or any consent may be given by the Sellers:
(a) then, without releasing Europa Oil NZ Limited from any obligation hereunder, that
power may be exercised by, that decision may be made by, that action may be
performed by, that notice may be given by and that consent may be given by BP
New Zealand Holdings Limited (Sellers' Representative) for and on behalf of Europa
Oil NZ Limited; and
(b) DCL may rely (without further inquiry or action by them) on the exercise, decision,
determination, action, notice or consent of the Sellers' Representative notified to
them by the Sellers' Representative in relation to any such matters, unless the
Sellers otherwise notify DCL in writing prior to DCL relying in the exercise, decision,
determination, action, notice or consent of the Sellers' Representative.
9.2 Europa Oil NZ Limited irrevocably agrees to be bound by all acts and omissions of the
Sellers' Representative in exercising its rights and, as relevant, performing the obligations
under this agreement.
10. NOTICES
A notice, approval, consent or other communication in connection with this agreement must
be:
(a) in writing;
(b) marked for the attention of the person specified in this clause; and

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(c) left at the address of the addressee, or sent by email to the email address of the
addressee which is specified in this clause or if the addressee notifies another
address or email address then to that address or email address.
The address, email address and addressee of each party is:
The Sellers
Address: Watercare House
73 Remuera Road
Remuera
Auckland 1050
New Zealand
Email: Peter Knipping@se1.bp.com
Attention: Peter Knipping
With a copy to:
Attention: Patrick Halpin
Email: patrick.halpin@uk.bp.com
and
Attention: Jonathan Mills
Email: jonathan.mills@uk.bp.com
DCL
Deutsche Craigs Limited
Address: Level 36
Vero Centre
48 Shortland Street
Auckland 1010
New Zealand

Email: jeremy.williamson@deutschecraigs.com
Attention: Jeremy Williamson
A notice, approval, consent or other communication takes effect from the time it is received
unless a later time is specified in it, but if it is received after 5.00pm in the place of receipt or
on a non-business day in that place, it is to be deemed received at 9.00am on the next
business day in that place. A notice, approval, consent or other communication is shall be
deemed to have been received, if sent by email, four business hours after the time sent (as
recorded on the device from which the sender sent the email) unless the sender receives an
automated message that the email has not been delivered.

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11. GENERAL
11.1 Governing Law
The laws of New Zealand shall govern this agreement. The parties submit to the non-
exclusive jurisdiction of the New Zealand courts.
11.2 Severability
Each provision of this agreement is severable. If the whole or part of any provision is or
becomes void, unenforceable or illegal in a jurisdiction, it is severed for that jurisdiction. The
remaining provisions will not be affected.
11.3 Entire Agreement
This agreement comprises the entire agreement between the parties in relation to its subject
matter and supersedes all previous understandings, agreements or arrangement whether
written or oral.
11.4 Waiver and Variation
A provision of or a right created under this agreement may not be:
(a) waived except in writing signed by the party granting the waiver; or
(b) varied except in writing signed by the parties.
11.5 Remedies Cumulative
The rights, powers and remedies provided in this agreement are cumulative with and not
exclusive of the rights, powers or remedies provided by law independently of this
agreement.
11.6 Assignment
The rights and obligations of each party under this agreement cannot be assigned without
the prior written consent of the others.
11.7 Counterparts
This agreement may be executed in any number of counterparts and all counterparts taken
together will be regarded as one instrument.
11.8 Further Assurances
Each party agrees, at its own expense, on the request of the other parties, to do everything
reasonably necessary to give effect to this agreement and the transactions contemplated by
it, including, but not limited to, the execution of documents.
11.9 Approvals and Consents
A party may give conditionally or unconditionally or withhold its approval or consent in its
absolute discretion unless this agreement expressly provides otherwise.
11.10 Time
All dates and times referred to in this agreement are New Zealand dates and times.

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SCHEDULE 1: TIMETABLE
Execute Agreement By 5.00pm, 16 March 2017
Book opens By 5.05pm, 16 March 2017
Trading halt commences By 9.30am, 17 March 2017
Book closes and Sale Price determined On or around 10.00am, 17 March 2017
Trading halt ceases On or around 2.00pm, 17 March 2017
Trade Date 17 March 2017
Settlement Date (T+2) 21 March 2017

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SCHEDULE 2: SALE SHARES
Seller Number of Sale Shares
BP New Zealand Holdings Limited 10,667,367
Europa Oil NZ Limited 24,000,014
TOTAL
34,667,381