Notice of Annual Meeting 2018

REFINING NZ
2.00PM, MONDAY 23 APRIL 2018
SOUTH STAND LEVEL 4 LOUNGE,
EDEN PARK, AUCKLAND
NOTICE OF
ANNUAL MEETING
2018

REFINING NZ
NOTICE OF MEETING 2018
2
Notice is hereby given that the fifty-seventh Annual Meeting of The New Zealand Refining Company Limited
(“Company” or “Refining NZ”) will be held at South Stand Level 4 Lounge at Eden Park in Auckland, on
Monday, 23 April 2018 commencing at 2:00pm.
Shareholders are invited to join the Directors for afternoon tea following the meeting.
BUSINESS
PRESENTATIONS
(a) Chairman’s Address;
(b) Chief Executive Officer’s Review;
(c) Statutory Accounts and Annual Report for the financial year ended 31 December 2017.
To receive and consider the Annual Report, including the consolidated financial statements and the Independent
Auditor’s Report, for the year ended 31 December 2017.
RESOLUTIONS
Item 1: Auditor’s fees and expenses
“That Directors be authorised to fix the fees and expenses of PricewaterhouseCoopers as auditors
to the Group, including The New Zealand Refining Company Limited and its subsidiary, for the financial
year ending 31 December 2018.”
Item 2: Election of Directors
In accordance with Clause 8.9 of the Constitution, Ms V C M Stoddart and Mr M Tume retire by rotation
and being eligible, offer themselves for re-election. Under Clause 8.8 of the Constitution, Ms D C Boffa
and Mr L Jones were appointed by the Directors to fill the vacancies created by the resignations of
Mr M H Elliott and Mr M J Bennetts and being eligible, offer themselves for election. Accordingly, it is
proposed that the shareholders consider and, if thought fit, pass the following ordinary resolutions for
the purposes of NZX Main Board Listing Rules 3.3.6 and 3.3.11:
(a) Re-election of Ms V C M Stoddart as a Director of the Company.
“That Ms V C M Stoddart, who retires by rotation in accordance with clause 8.9 of the Constitution,
be re-elected as a Director of the Company.”
(b) Re-election of Mr M Tume as a Director of the Company.
“That Mr M Tume, who retires by rotation in accordance with clause 8.9 of the Constitution,
be re-elected as a Director of the Company.”
(c) Election of Ms D C Boffa as a Director of the Company.
“That Ms D C Boffa be elected as a Director of the Company.”
(d) Election of Mr L Jones as a Director of the Company.
“That Mr L Jones be elected as a Director of the Company.”
Item 3: Increase in the Director’s Fee Pool
To consider and, if thought fit, pass the following ordinary resolution for the purposes of
NZX Listing Rule 3.5.1 and clause 8.16 of the Constitution:
“That the total amount of Directors’ fees payable annually to all Directors taken together
be increased with effect from the commencement of the current financial year by $50,000
from $850,000 to $900,000, such sum to be divided among the Directors as the Directors
deem appropriate.”
By Order of the Board
D M Jensen
Company Secretary
22 March 2018

REFINING NZ
NOTICE OF MEETING 2018
3
AGENDA ITEM 2: ELECTION OF DIRECTORS
Item 2(a) Re-election of Ms V C M Stoddart
B Com/LLB (Hons), PGDip Professional Ethics
Term of Office:
Appointed a Director on 20 May 2013 and last re-elected
at the 2016 Annual Meeting.
Board Committees:
Chair of the Nominations and Remuneration Committee and
a member of the Independent Directors and the Health, Safety,
Environment and Operations Committees.
Vanessa Stoddart is a Director of Heartland Bank Ltd, Financial
Markets Authority and Alliance Group Ltd, Commissioner for
The Tertiary Education Commission and member of MBIE and
DOC Audit and Risk Committees amongst other positions.
Ms Stoddart was previously Group General Manager
Engineering and People Air New Zealand Ltd and Chief
Executive of the Australian Packaging Division of Carter Holt
Harvey Ltd. Ms Stoddart is an Independent Director as defined
in the NZX Main Board Listing Rules.
The Board is supportive of the re-election of Ms Stoddart as
a Director of the Company.
Item 2(b) Re-election of Mr M Tume
BBS
Term of Office:
Appointed a Director on 1 August 2007 and last re-elected
at the 2016 Annual Meeting. The Board has asked that
Mr Tume extend his term by a further year, as part of the
Board’s succession plan.
Board Committees:
Chair of Audit, Risk and Finance Committee and a member of
the Independent Directors and Health, Safety, Environment and
Operations Committees.
Mark Tume is a professional director with governance
experience in the infrastructure, energy and financial sectors
in both New Zealand and Australia. Directorships include Infratil,
Ngai Tahu Holdings Corporation Ltd, and Te Atiawa Iwi Holdings
Management Ltd. Mr Tume is an Independent Director as
defined in the NZX Main Board Listing Rules.
The Board is supportive of the re-election of Mr Tume as
a Director of the Company.
EXPLANATORY NOTES
AGENDA ITEM 1: AUDITOR’S FEES AND EXPENSES
PricewaterhouseCoopers (PwC) is the current auditor of the Company. Under the Companies Act 1993, a
company’s auditor is automatically reappointed unless the shareholders resolve to appoint a replacement auditor
or certain other specified reasons exist for the auditor not to be reappointed.
However, notwithstanding the automatic reappointment of an auditor under the Companies Act 1993, the auditor’s
fees and expenses must be fixed by the Company at the annual meeting, or in the manner that the Company
determines at the annual meeting.
Therefore, shareholders are being asked to resolve that the Directors be authorised to fix the fees and expenses
of PwC for the audit of the Company’s consolidated financial statements for the year ending 31 December 2018.
VANESSA
STODDART
Independent
Director
MARK
TUME
Independent
Director

REFINING NZ
NOTICE OF MEETING 2018
4
Item 2(c) Election of Ms D C Boffa
B Eng (Hons)
Term of Office:
Appointed a Director on 23 August 2017.
Board Committees:
Member of the Health, Safety, Environment and
Operations Committee.

Deborah Boffa is Vice President Fuels NZ and Managing Director
BP New Zealand Limited. Ms Boffa joined BP in 1997 and
has held positions in Engineering, Terminals, Retail, Sales &
Marketing, Strategy and General Management with BP in NZ,
Australia and the USA. Ms Boffa is also a Director of BP Oil
New Zealand Limited, BP Pacific Investments Limited,
Rural Fuel Limited, McFall Fuel Limited and RD Petroleum
Limited, having held governance positions in the industry since
2012. Ms Boffa is not an Independent Director as defined in
the NZX Main Board Listing Rules.
The Board is supportive of the election of Ms Boffa as
a Director of the Company.
Item 2(d) Election of Mr L Jones
B Com (Hons), BSc, MFin
Term of Office:
Appointed a Director on 19 March 2018.
Board Committees:
Member of the Health, Safety, Environment and Operations
Committee.
Lindis Jones is General Manager Corporate at Z Energy Limited.
Mr Jones worked for Shell for 13 years, primarily in retail
operations and strategy in Europe, Asia and New Zealand and
was Head of Property at ANZ National Bank before joining
Z Energy. Mr Jones is not an Independent Director as defined
in the NZX Main Board Listing Rules.
The Board is supportive of the election of Mr Jones as
a Director of the Company.
DEBORAH
BOFFA
Non-Independent
Director
LINDIS
JONES
Non-Independent
Director
AGENDA ITEM 3: INCREASE IN THE DIRECTORS’ FEE POOL
NZX Main Board Listing Rule 3.5.1 and Refining NZ’s Constitution requires that the maximum annual remuneration
that can be paid to all Directors taken together (the “Fee Pool”) must be authorised by an ordinary resolution of
shareholders. The Fee Pool may then be divided amongst the Directors as the Board deems appropriate.
The Fee Pool was last increased six years ago at the 2012 Annual Meeting.
Refining NZ now seeks shareholder approval to increase the Fee Pool from $850,000 to $900,000.
The proposed increase will provide the Board with the ability to:
• gradually increase Directors’ fees over time as appropriate, and
• manage its future succession where there may be periods of time in which there is an overlap of
members on the Board.

REFINING NZ
NOTICE OF MEETING 2018
5
The Board engaged Ernst & Young Limited (EY) to conduct a review of Directors’ fees, comparing the market
positioning of Refining NZ’s Chair, Independent Directors, Representative (Non-Independent) Directors and
Committee Members’ fees. EY provided their independent consultant report on 28 February 2018 and a summary
is attached to this notice.
When selecting the specific comparator group, EY primarily focussed on organisations within the infrastructure
and utilities industries.
EY’s recommended fee structure is as follows:
ROLE
REFINING NZ’S
CURRENT PRACTICE
($)
RECOMMENDED FEE
($)
Chairman Base Fees170,000180,000
Representative Directors’ Base Fee72,00075,000
Independent Directors’ Base Fee88,00075,000
Committee Fees
Audit, Risk and Finance Committee – Chair25,00030,000
Audit, Risk and Finance Committee – Member12,50012,500
Nominations and Remuneration Committee – Chair10,00020,000
Nominations and Remuneration Committee – Member5,0005,000
Health, Safety, Environment and Operations Committee – Chair-10,000
Health, Safety, Environment and Operations Committee – Member--
Independent Directors Committee – Member-20,000
To maintain parity with the comparator group and promote greater transparency around the fee structure,
EY propose a change to the current differentiated fee base for Directors by:
• Implementing a Director base fee of $75,000 paid to all Directors, other than the Chairman, being 85%
of the market median of the comparator group.
• Introducing a new fee paid to the Independent Directors Committee (excluding the Board Chair) of $20,000,
to more clearly link the additional payment for these Directors to the work of the Independent Directors’
Committee. The combined base fee for the Independent Directors of $95,000 (base fee plus Independent
Directors Committee fee) would position their fees between the median and upper quartile of the comparator
group data sample, reflecting the relative workload of these Directors compared to the Representative
Directors and market practice.
In addition, the Board has recently convened a Health, Safety, Environment and Operations Committee. While
all Directors will be members of the Committee, only the Committee Chair will receive an additional payment of
$10,000 to recognise the workload associated with that role.
Based on the above recommendation, the total base remuneration payable to individual Directors of Refining NZ
would amount to $767,500. With the current fee pool, this amounts to ‘headroom’ of $82,500 which is less than
the recommended base fee payable to an Independent Director.
EY recommend that the fee pool is increased to $900,000, allowing Refining NZ to hire an additional Director to
manage its succession and to allow for gradual Director’s fee increases over time as appropriate. Increasing the
fee pool to $900,000 will ensure that Refining NZ’s headroom equates to approximately 1.4 times the proposed
Director base fees.
In accordance with Recommendation 5.2 of the NZX Corporate Governance Code, the Board believes that
the Directors’ fixed fees reflect the time commitment and responsibilities of the Director’s role including for
committee work. Further, there will not be any performance-based remuneration for non-executive Directors
(currently all Directors are non-executive) and none of the Directors will receive equity based compensation.
Under the NZX Main Board Listing Rules, the Directors and their associated persons are disqualified from
voting in favour of this resolution. The associated persons include BP New Zealand Holdings Limited, Mobil Oil
New Zealand Limited and Z Energy Limited as some of the Directors of the Company are also employees or
Directors of those entities.

REFINING NZ
NOTICE OF MEETING 2018
6
PROCEDURAL NOTES
PERSONS ENTITLED TO VOTE
The persons who will be entitled to vote at the Meeting are those persons (or their proxies or representatives)
registered as holding Ordinary Shares on the Company’s share register at 2:00pm on Monday, 23 April 2018.
PROXIES
A shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend
and vote instead of the shareholder. A proxy need not be another shareholder of the Company. A shareholder may
appoint “The Chairman of the Meeting” as Proxy. The Chairman intends to vote any undirected proxies held by
him in favour of resolutions 1, 2(a), 2(b), 2(c) and 2(d). The Chairman is disqualified from voting on an undirected
proxy in favour of resolution 3 (the resolution to increase the Directors’ fee pool).
A Proxy/Voting Form is enclosed with this Notice of Meeting. If used to appoint a proxy, it must be deposited with
the Company in accordance with the instructions on the form no later than 48 hours before the time for holding
the meeting (i.e. on or before 2:00pm on Saturday, 21 April 2018).
POSTAL VOTING
Shareholders who are entitled to attend and vote at the Meeting may cast a postal vote instead of attending in
person or appointing a proxy.
A Proxy/Voting Form is enclosed with this Notice of Meeting. If used to cast a postal vote, it must be deposited
with the Company in accordance with the instructions on the form no less than 48 hours before the time for
holding the meeting (i.e. on or before 2:00pm on Saturday, 21 April 2018).
ONLINE APPOINTMENT OF PROXIES AND VOTING
A shareholder of the Company entitled to attend and vote at the Meeting may appoint a proxy online or may
vote online on the website of the Company’s share registry, Computershare Investor Services Limited:
www.investorvote.co.nz.
To appoint a proxy or vote online shareholders will be required to enter their CSN/Securityholder Number,
postcode/country of residence and the secure access Control Number that appears on the front of their
Voting/Proxy Form. Proxies and votes submitted in this way must be received on or before 2:00pm on
Saturday, 21 April 2018.
The Company Secretary, Denise Jensen, has been authorised by the Board to receive and count postal votes,
including online votes, at the Meeting.
RESOLUTIONS
Resolutions 1, 2(a), 2(b), 2(c), 2(d) and 3 are to be considered as separate ordinary resolutions. To be passed, those
resolutions require the approval of a simple majority of the votes cast by holders of securities of the Company
entitled to vote and voting.
RIGHTS TO VOTE
All shareholders of the Company are entitled to vote on the resolutions, subject to the below disqualifications.
DISQUALIFICATION FROM VOTING
Pursuant to the NZX Main Board Listing Rules, the Directors and their associated persons are disqualified from
voting in favour of resolution 3 (the resolution to increase the Directors’ fee pool). The associated persons include
BP New Zealand Holdings Limited, Mobil Oil New Zealand Limited and Z Energy Limited as some of the Directors
intended to receive payment are also employees or Directors of those entities respectively.
Directors and their associated persons are disqualified from voting discretionary proxies in favour of resolution 3,
but may vote in accordance with a shareholder’s express instructions.
NZX REGULATION
NZX Regulation has not reviewed and approved this Notice of Meeting. NZX Regulation takes no responsibility for
any statement in the Notice of Meeting or Explanatory Notes accompanying the Notice of Meeting.

REFINING NZ
NOTICE OF MEETING 2018
7
VENUE AND PARKING
Refining NZ’s Annual Meeting will be held at:
South Stand Level 4 Lounge
Eden Park
Gate G
42 Reimers Ave, Kingsland
Auckland
• Free parking is available in area P5 off Reimers Ave
• Security will assist with directing you to the nearest available car parking spaces
• Enter Eden Park via Gate G
• Take the lift to Level 4
• Enter the South Stand Level 4 Lounge
REIMERS AVE
SOUTH STAND
EAST STAND
WEST STAND
ASB STAND
SANDRINGHAM RD
NEW NORTH ROAD
WALTERS RD
CRICKET AVE
RALEIGH ST
BELLWOOD AVE
BUSES
G
P5
F
H
E
D
C
B
A
TRAINS
Eden Park is well served by rail and bus services. Kingsland train station is immediately opposite Eden Park.
For full route, timetable and fare information call Auckland Transport’s Contact Centre on 09 366 6400 or
0800 10 30 80 or visit Auckland Transport online at www.at.govt.nz/bus-train-ferry.
Contact Us
Private Bag 9024
Whangarei 0148, NZ
T: + 64 9 432 8311
E: corporate@refiningnz.com
www.refiningnz.com

www.refiningnz.com

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Review of Current
Director Fee Practices

The New Zealand Refining Company
Limited
28 February 2018

2

1. Executive Summary
Ernst & Young Limited (EY) has been engaged by The New Zealand Refining Company (Refining NZ) to
prepare a report in relation to Directors’ Fees. We confirm that our report has been prepared
independently and not subject to any influence from the management or any board member of Refining
NZ or any third party.
The findings in this section summarise the market positioning of Refining NZ’s Chair, Independent
Directors, Representative Directors and Committee fees compared to the market data. Fees are
considered to be ‘at’ the relevant market reference point if positioned within 10% of the market data
reference point.
The market information pertaining to fee practices within the comparator group has been sourced from
EY’s Directors’ Fees database, supplemented with data from the most recent Annual Reports for some
organisations. The information from Annual Reports is publicly available information. When selecting the
specific comparator group for this engagement, EY have primarily focused on organisations within the
infrastructure and utilities industries. This sample was discussed and agreed with Refining NZ in 2016 as
the basis from which to perform our analysis.
We acknowledge that there is a time lag in remuneration disclosures from the chosen organisations.
Generally, Ernst & Young does not support ‘ageing’ market data to account for this time lag. The data
used in the analysis has not been aged.
1.1 Board Chair and Other NED fee positioning
The diagrams below compare Refining NZ’s Chair, Independent and Representative Director fees to the
market data for the agreed comparator groups. The diagrams also display the internal relativity of
Refining NZ’s Chair and Other NED fees.
Comparator Group



• Chair: The Chair fee for Refining NZ is aligned to the market median of the comparator group.
• Independent Directors: The Independent Director fees for Refining NZ are aligned to the market
median of the comparator group.
• Representative Directors: The Representative Director fees for Refining NZ are below the 25
th

percentile of the comparator group.
50
100
150
200
250
ChairIndependent DirectorsRepresentative Directors
Fees Policy ($000's)
Refining NZ

3

The diagram below shows the positioning of Refining NZ’s approved maximum aggregate NED fee pool to
the approved maximum aggregate NED fee pool of the comparator group.
Comparator Group


• The Fee Pool for Refining NZ is positioned below the market median of the comparator group.

1.2 Recommendations
Assuming the existing structure of the board remains unchanged, our recommended fee structure is set
out below:
Table 1: Recommended fee increases
Role
Refining NZ’s
Current Practice
($)
Recommended fee
(S)
Increase (%)
Chairman Base Fees 170,000 180,000 6%
Directors’ Base Fee*
72,000 (Representative Directors)
88,000 (Independent Directors)
75,000
Committee Fees
Audit, Risk and Finance Committee – Chair 25,000 30,000 20%
Audit, Risk and Finance Committee -
Member
12,500 12,500 0%
Remuneration and Nominations
Committee Chair
10,000 20,000 100%
Remuneration and Nominations
Committee Member
5,000 5,000 0%
Health & Safety Committee – Chair - 10,000 -
Health & Safety Committee – Member - - -
Independent Directors’ Committee - 20,000 -

The current fee differential between Independent Directors and other Directors is, as we understand it, in
place because the Independent Directors are required to provide governance over matters where it would
not be appropriate for Board members who are also representatives of major customers to be present.
These Independent Directors do not represent, nor are otherwise associated with, major shareholders /
customers.
We understand that the Independent Directors meet formally or informally approximately ten times per
annum. In our view, this suggests that the workload for these Directors is higher than for other Directors
on comparable boards.
EY recommends a base fee is paid to all Directors irrespective of status (Representative or Independent)
and a new Independent Director committee fee introduced. This would be payable to the Independent
Directors other than the Chairman. The introduction of this new structure will maintain parity with the
comparator group whilst promoting greater transparency around the overall fee structure at Refining NZ.
600
800
1,000
1,200
1,400
Total Fee Pool
($000s)
Refining NZ

4

1.2.1 Aggregate fee pool
The current available fee pool is $850,000. The remuneration and other benefits, excluding
reimbursements, received by the individual Directors of The New Zealand Refining Company during the
year 2016 was $741,800.
Based on the above recommendations, the total base remuneration due to the individual Directors of
Refining NZ would amount to $767,500. With the current fee pool, this equates to a headroom of
$82,500.
EY recommend that the fee pool is increased to $900,000, allowing Refining NZ to hire an additional
Director and / or implement additional Committees, should the need arise. Increasing the fee pool to
$900,000 will ensure that Refining NZ’s headroom equates to approximately 1.4x the proposed
Independent Director fees.




Una Diver
Partner – People Advisory Services
Ernst & Young Limited

5











































EY | Assurance | Tax | Transactions | Advisory

About EY
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organisation, please visit ey.com.

Our report may be relied upon by The New Zealand Refining Company Limited for
the purpose of understanding market remuneration only pursuant to the terms of
our engagement letter dated 13 February 2018. We disclaim all responsibility to
any other party for any loss or liability that the other party may suffer or incur
arising from or relating to or in any way connected with the contents of our report,
the provision of our report to the other party or the reliance upon our report by
the other party.

© 2018 Ernst & Young, New Zealand.
All Rights Reserved.

ey.com

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Refining NZ’s Annual Report for the year ended 31 December 2017 is publicly available on our website
www.refiningnz.com. Future Interim and Annual Reports will also be available from this website.
We encourage you to elect to receive all of your Refining NZ shareholder communications electronically
by visiting www.investorcentre.com/nz. Existing users should login, select ‘My Profile’ and click on the
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Alternatively, please supply your email address below if you wish to receive, where applicable, all
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Please tick this box and enter your email address below if you wish to receive, where applicable,
all shareholder communications (including Interim Reports, Annual Reports, transaction statements,
payment advices, meeting documents and any other company related information) by email.

If you provide your email address and tick the box above, you will be deemed to have elected the electronic
option. Please note that, although these reports are available electronically, you may at any time request a
free printed copy of the most recent Annual Report and future Interim and Annual Reports.
Please tick this box if you would like to receive a printed copy of the Interim and Annual Reports
when available each year.
Please fill out the relevant section above and return this form within 15 working days of receiving
this form in the reply paid envelope provided; or scan and email to enquiry@computershare.co.nz;
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If you have any questions about changing how you receive shareholder communications,
please contact Computershare.
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