PDS lodgement announcement

20 November 2018

Refining NZ lodges product disclosure statement for subordinated notes
offer

The New Zealand Refining Company Limited ("Refining NZ") announces an offer of up to
$75 million of unsecured, subordinated notes ("Subordinated Notes") to investors resident in
New Zealand and certain institutional investors.

The offer is expected to open on Friday, 30 November 2018 and to close on Wednesday, 12
December 2018 at 5pm (New Zealand time).

Refining NZ has appointed First NZ Capital Securities Limited (“FNZC”) as arranger, and ANZ
Bank New Zealand Limited (“ANZ”), Bank of New Zealand (“BNZ”), and Forsyth Barr Limited
(“FB”), as joint lead managers in relation to the offer.

The interest rate is expected to be set following a bookbuild process and announced to the market
on or about Thursday, 29 November 2018.

The Subordinated Notes are expected to be quoted on the NZX Debt Market.

Details of the offer are contained in the product disclosure statement ("PDS") which was lodged
with the Registrar of Financial Service Providers today, 20 November 2018. The PDS is available
on https://www.refiningnz.com/investor-centre/notes or by contacting a joint lead manager, and
must be obtained by investors before they decide to acquire any Subordinated Notes.

Copies of the PDS, Refining NZ’s roadshow presentation and indicative terms sheet are also
attached and available through https://www.refiningnz.com/investor-centre/notes.

There is no public pool for the Subordinated Notes, with all of the Subordinated Notes under the
Offer being reserved for clients of the joint lead managers, and other approved financial
intermediaries.

Interested investors should contact a joint lead manager as listed below, or their financial adviser,
for more details.

For further information please contact:

Arranger and Joint Lead Manager

First NZ Capital Securities Limited



Phone: 0800 005 678

Joint Lead Managers

ANZ Bank New Zealand Limited Bank of New Zealand


Phone: 0800 269 476 Phone: 0800 284 017




Forsyth Barr Limited





Phone: 0800 367 227




Refining NZ
Denise Jensen
Chief Financial Officer / Company Secretary
T: +64 9 432 8311
E: corporate@refiningnz.com

---

Issued by: The New Zealand Refining Company Limited,
20 November 2018.
PRODUCT
DISCLOSURE
STATEMENT
OFFER OF UNSECURED,
SUBORDINATED NOTES BY
THE NEW ZEALAND REFINING
COMPANY LIMITED
This document gives you important information about this
investment to help you decide whether you want to invest.
There is other useful information about this offer on
www.business.govt.nz/disclose.
The New Zealand Refining Company Limited has prepared this
document in accordance with the Financial Markets Conduct Act
2013. You can also seek advice from a financial adviser to help
you to make an investment decision.
Arranger: First NZ Capital Securities Limited
Joint Lead Managers: First NZ Capital Securities Limited, ANZ Bank
New Zealand Limited, Bank of New Zealand, Forsyth Barr Limited

KEY INFORMATION SUMMARY
1
1.1 WHAT IS THIS?
This is an offer (Offer) of unsecured and subordinated notes
(Subordinated Notes). The Subordinated Notes are debt
securities issued by The New Zealand Refining Company
Limited (Refining NZ). You give Refining NZ money, and in
return Refining NZ promises to pay you interest and repay the
money at the end of the term. If Refining NZ runs into financial
trouble, you might lose some or all of the money you invested.
1.2 ABOUT THE REFINING NZ GROUP
Refining NZ operates New Zealand’s only oil refinery
processing a wide range of imported crude oil on behalf
of its customers, to produce high quality transport fuels,
petrol, diesel, jet fuel as well as bitumen for roading and
other products.
Refining NZ supplies around 70% of New Zealand’s fuel
demand and also operates a multi-product pipeline, to
transport refined product from the Refinery to Auckland,
New Zealand’s largest market.
Refining NZ is listed on the NZX Main Board and, as at the
date of this product disclosure statement (PDS), is a NZX
top 50 listed company with a market capitalisation as at
19 November 2018 of $735 million.
The Refining NZ Group consists of Refining NZ and the
following two wholly-owned subsidiaries:
• The New Zealand Refining Nominees Limited which is a
custodian trustee company that manages the investments
and moneys belonging to the New Zealand Refining
Company Pension Fund (a registered Superannuation
Scheme); and
• Independent Petroleum Laboratory Limited which operates
New Zealand’s largest fuel testing laboratory and provides
testing services to the refinery, local and international
customers and government agencies.
1.3 PURPOSE OF THIS OFFER
The proceeds of this Offer are expected to be applied towards
repaying a portion of Refining NZ’s existing bank debt and
paying any associated costs of the Offer. See section 4 of
this PDS (Purpose of the Offer) for further detail.
IssuerThe New Zealand Refining Company Limited
Description of the
Subordinated Notes
Unsecured, subordinated notes.
See section 5 of this PDS (Key features of the Subordinated Notes) for more information.
Offer amount
Up to $75,000,000.
Te r m
Approximately 15 years maturing on the Maturity Date (1 March 2034) if not Redeemed prior to
that date.
Election Date
5 years (1 March 2024) and 10 years (1 March 2029) after the First Interest Payment Date.
Anniversary Date
Each anniversary of the First Interest Payment Date falling after the first Election Date
(1 March 2024) other than the second Election Date (1 March 2029).
Interest Rate
The Subordinated Notes will pay a fixed rate of interest until the first Election Date.
The Initial Interest Rate will be no lower than a minimum interest rate announced by Refining NZ
via NZX prior to the Rate Set Date.
The Initial Interest Rate will be set at the sum of the Swap Rate plus the Issue Margin, subject to
a minimum interest rate.
The Issue Margin will be determined by Refining NZ in conjunction with the Joint Lead Managers
following a Bookbuild process where certain parties will lodge bids for the Subordinated Notes.
The minimum interest rate and indicative Issue Margin will be announced on or about 26 November
2018. The Initial Interest Rate will be announced by Refining NZ via NZX on or about the Rate
Set Date.
The Interest Rate may change following an Election Date to a new rate as notified in an
Election Process Notice. See section 5 of this PDS (Key features of the Subordinated Notes)
for more information.
Interest Payment Dates
Subject to the paragraph below, interest will be paid semi-annually in arrear on 1 March and
1 September each year (or if that day is not a Business Day, the next Business Day) until and
including the Maturity Date, with the First Interest Payment Date being 1 March 2019. The first
(short) interest payment will be made to the initial subscriber.
Early bird interest will also be paid on application money received in respect of accepted
applications. It will not be paid if application monies are returned to you for any reason.
It will be paid as soon as practicable, and, in any event, within five Business Days of the
Issue Date. More information on how early bird interest is calculated can be found in section 3
of this PDS (Terms of the Offer).
1.4 KEY TERMS OF THE OFFER
PRODUCT DISCLOSURE STATEMENT
1

Interest deferral
Refining NZ may defer the payment of interest at any time at its discretion. For the avoidance
of doubt, payment of interest is likely to be deferred if:
(1) Refining NZ’s operating revenue from processing fees for that interest period is at the
pro rata fee floor level set under the Processing Agreements; or
(2) a Refining NZ customer has terminated or given notice of termination of its Processing
Agreement with Refining NZ (and no replacement customer has been found); and
payment of interest will be deferred if:
(1) an event of default (however defined in any agreement for borrowed money indebtedness)
is continuing with respect to any borrowed money indebtedness of Refining NZ; or
(2) Refining NZ is insolvent.
Any deferred interest (Deferred Interest) will accrue interest on it at the Interest Rate
(compounding on each Interest Payment Date) until all unpaid Deferred Interest is paid.
Refining NZ will not be able to pay any dividend or make any other payments on or with respect
to Shares, other securities or indebtedness ranking equally with or subordinate to the
Subordinated Notes until all unpaid Deferred Interest is paid, without obtaining an Extraordinary
Resolution of the Subordinated Noteholders.
Any Deferred Interest (including any interest thereon) will be added to the Principal Amount on
Redemption (other than where outlined below).
See section 5 of this PDS (Key features of the Subordinated Notes) for more information.
For further information on processing fee arrangements refer to section 5 (Key features of the
Subordinated Notes) and section 6 (Risks of investing) of this PDS.
Election Process
No less than 30 Business Days prior to an Election Date, Refining NZ will provide notice of its
election to either:
• Redeem your Subordinated Notes on the Election Date; or
• run an Election Process and offer New Conditions.
If Refining NZ runs an Election Process, you will be able to choose to hold your Subordinated
Notes subject to the New Conditions or elect for Refining NZ to Redeem your Subordinated
Notes by paying you an amount equal to the Principal Amount of the Subordinated Notes plus
Deferred Interest plus accrued but unpaid interest (Redemption Amount).
The New Conditions may modify the conditions applying to the Subordinated Notes (including for
example the Interest Rate) but may not change the Maturity Date or Election Dates.
Early Redemption
The Subordinated Notes will be Redeemed by Refining NZ prior to the Maturity Date:
• at Refining NZ’s election on an Election Date or on an Anniversary Date;
• at Refining NZ’s election if a Tax Event occurs;
• following an Event of Default, at the option of the Supervisor who must exercise that option
if directed to by an Extraordinary Resolution of Subordinated Noteholders;
• at the option of an individual Subordinated Noteholder after a Change of Control Event; or
• at the option of an individual Subordinated Noteholder, after an Election Process offering
New Conditions.
See section 5 of this PDS (Key features of the Subordinated Notes) for more information.
Further payments, fees or
charges
Refining NZ will pay brokerage to market participants in respect of the Offer.
You are not required to pay any additional brokerage or any other fee or charges to Refining NZ to
purchase the Subordinated Notes. However, you may have to pay brokerage to the firm from
whom you receive an allocation of Subordinated Notes or for the transfer of Subordinated Notes.
Additionally, taxes may be deducted from interest payments on the Subordinated Notes. See
section 7 of this PDS (Ta x) for further details.
Opening Date
30 November 2018
Closing Date
12 December 2018
Minimum application amount
$5,000 and multiples of $1,000 thereafter.
REFINING NZ
2

1.5 NO GUARANTEE
The Subordinated Notes are not guaranteed by any member
of the Refining NZ Group or any other person. Refining NZ is
solely responsible for repayment of the securities.
1.6 HOW YOU CAN GET YOUR
MONEY OUT EARLY
You may require that Refining NZ Redeems your Subordinated
Notes following an Election Process offering New Conditions
or following a Change of Control Event. There are also certain
triggers that will allow Refining NZ to Redeem your
Subordinated Notes early. See section 5 of this PDS (Key
features of the Subordinated Notes) for further details.
Refining NZ intends to quote these Subordinated Notes on the
NZX Debt Market. This means you may be able to sell them on
the NZX Debt Market before the end of their term if there are
interested buyers. If you sell your Subordinated Notes, the
price you get will vary depending on factors such as the
financial condition of the Refining NZ Group and movements
in market interest rates. You may receive less than the full
amount that you paid for them.
1.7 HOW THE SUBORDINATED NOTES
RANK FOR REPAYMENT
On a liquidation of Refining NZ, each Subordinated Note will be
a subordinated obligation of Refining NZ, ranking:
• ahead of Shareholders and holders of other subordinated
securities that, by their terms, rank after the Subordinated
Notes;
• equally with other Subordinated Notes, and any other
subordinated securities that, by their terms, rank equally
with the Subordinated Notes; and
• behind all other claims on Refining NZ (including bank
borrowing, trade creditors and other unsubordinated debt)
except as described above.
More information on how the Subordinated Notes rank is in
section 5 of this PDS (Key features of the Subordinated Notes).
1.8 NO SECURITY
The Subordinated Notes are not secured against any of
Refining NZ’s assets.
1.9 KEY RISKS AFFECTING THIS INVESTMENT
Investments in debt securities have risks. A key risk is that
Refining NZ does not meet its commitments to repay you or
pay you interest (credit risk). Section 6 of this PDS (Risks of
investing) discusses the main factors that give rise to the risk.
You should consider if the credit risk of these debt securities is
suitable for you.
The interest rate for these Subordinated Notes should also
reflect the degree of credit risk. In general, higher returns are
demanded by investors from businesses with higher risk of
defaulting on their commitments. You need to decide whether
the Offer is fair.
Refining NZ considers that the most significant risk
factors are:
SINGLE REFINERY SITE / CONCENTRATION OF OPERATIONS
Refining NZ operates a single refinery at Marsden Point.
The single site, creates a risk in that Refining NZ would not
be able to redirect operations to another location in the case
of disruption at the site for any reason, which could have a
negative impact on Refining NZ’s financial position and
potentially its creditworthiness.
CUSTOMER CONCENTRATION
Over 93% of Refining NZ’s total operating revenue comes
from three customers and 92% comes from four individual
Processing Agreements with those three customers. If any of
these Processing Agreements were terminated, and no new
customers were found, then this would have a significant
impact on Refining NZ’s financial position and potentially its
creditworthiness.
EMISSIONS TRADING SCHEME
Following the expiry of the Negotiated Greenhouse
Agreement on 31 December 2022, Refining NZ will face
the prospect of full exposure to the New Zealand Emissions
Trading Scheme (NZ ETS) via a charge on Refining NZ’s direct
and indirect CO
2
emissions. As Refining NZ’s operations are
energy intensive, full exposure to the NZ ETS could significantly
reduce Refining NZ’s competitiveness and ultimately it’s
financial viability.
This summary does not cover all of the risks of investing
in the Subordinated Notes. You should also read section 6
(Risks of investing) and section 5 of this PDS (Key features
of the Subordinated Notes).
1.10 NO CREDIT RATING
Refining NZ’s creditworthiness has not been assessed by
an approved rating agency. This means that Refining NZ has
not received an independent opinion of its capability and
willingness to repay its debts from an approved source.
1.11 WHERE YOU CAN FIND OTHER MARKET
INFORMATION ABOUT REFINING NZ
This is a short-form offer document that Refining NZ is
permitted to make because these Subordinated Notes rank
in priority to existing quoted financial products of Refining NZ.
The existing quoted financial products are ordinary shares
in Refining NZ which are traded on the NZX Main Board.
Refining NZ is subject to a disclosure obligation that requires
it to notify certain material information to the NZX for the
purpose of that information being made available to
participants in the market. Refining NZ’s page on the NZX
website, which includes information made available under
the disclosure obligation referred to above, can be found at
www.nzx.com/companies/NZR.
PRODUCT DISCLOSURE STATEMENT
3

REFINING NZ
4

1. KEY INFORMATION SUMMARY 1
LETTER FROM THE CHAIRMAN 6
2. KEY DATES AND OFFER PROCESS 7
2.1 Who may apply under the Offer 7
3. TERMS OF THE OFFER 8
4. PURPOSE OF THE OFFER 12
5. KEY FEATURES OF THE SUBORDINATED NOTES 12

5.1 Ranking 12
5.2 Election process 14
5.3 Deferral of Interest 15
5.4 Dividend Stopper 15
5.5 Tax Event 15
5.6 Event of Default 15
5.7 Change of Control Event 15
5.8 Redemption 16
5.9 Redemption Election on Anniversary Date 16
5.10 Other relevant information about the Trust Deed 16
6. RISKS OF INVESTING 17

6.1 Introduction 17
6.2 General Risks 17
6.3 Specific risks relating to
Refining NZ’s creditworthiness 18
7. TAX 20
7.1 Resident Withholding Tax 20
7.2 Approved Issuer Levy 20
7.3 Indemnity 20
7.4 General 20
8. SELLING RESTRICTIONS 20
8.1 Indemnity 20
9. WHO IS INVOLVED 21
10. HOW TO COMPLAIN 21
11. WHERE YOU CAN FIND MORE INFORMATION 22
12. HOW TO APPLY 22
13. CONTACT INFORMATION 22
GLOSSARY 23
SUBORDINATED NOTE APPLICATION FORM 27
CONTENTS
PRODUCT DISCLOSURE STATEMENT
5

Dear Investor,
On behalf of Refining NZ’s Board I am pleased to offer you
an opportunity to invest in the Subordinated Notes which will
be issued by The New Zealand Refining Company Limited.
Refining NZ is a key player in New Zealand’s energy market
operating New Zealand’s only oil refinery. The Company
currently supplies around 70% of New Zealand’s fuel
demand and also operates a multi-product pipeline, to
transport refined product from the Refinery to Auckland,
New Zealand’s largest market.
The Company maintains its aspiration to be the fuel
manufacturing and supply partner of choice for New Zealand.
To achieve that aim, we adopt strategies intended to deliver
a world class health, safety and environmental performance
and to deliver quality products to our customers. The Company
also continues to pursue a series of growth initiatives that
seek to both grow revenue and contribute to the ongoing
competitiveness and sustainability of our refining business.
A culture of high performance underpins all that we do.
Refining NZ achieved a strong result in 2017 through continued
operational reliability, ability to capitalise on healthy margins,
quality fuel production and a well-developed culture of
teamwork amongst our staff and contractors.
In the first half of 2018, the Company completed a total
refinery shutdown – a one in fourteen year event – to carry
out inspection and maintenance activities, re-life two major
pieces of equipment and to replace catalyst.
While the shutdown impacted upon the Company’s
2018 first half year results, it is a key investment for the
future to continue to deliver safe and reliable operations.
The refinery is now back to running at full capacity and has
enjoyed strong throughput and margins since the shutdown.
Refining NZ generates revenue from processing fees from
its customers, which are influenced by global petroleum
product and crude oil prices. As these prices can be subject
to fluctuation, the Board of Refining NZ is seeking to raise
up to $75 million of Subordinated Notes to give Refining NZ
more financial flexibility, and a stronger balance sheet should
global prices move unfavourably. The net proceeds of the Offer
will be used to repay existing bank debt, and will also provide
Refining NZ with diversification of funding sources.
There are risks associated with this Offer that may affect
your returns and repayment of your investment in the
Subordinated Notes. An overview of these risks is set out
in this Product Disclosure Statement. You should read this
before deciding whether to invest in the Subordinated Notes.
I encourage you to seek financial, investment or other advice
from a qualified professional adviser as you take time to
consider this offer.
On behalf of Refining NZ’s Board, I welcome your involvement
in this offer and your support of Refining NZ.
Simon Allen
Chairman
LETTER FROM THE CHAIRMAN
REFINING NZ
6

KEY DATES AND OFFER PROCESS
Minimum interest rate and indicative
Issue Margin announced
On or about 26 November 2018.
Rate Set Date
29 November 2018.
Opening Date
30 November 2018.
Closing Date
12 December 2018.
Issue Date and Allotment Date
14 December 2018.
Expected date of initial quotation and
trading of the Subordinated Notes on the
NZX Debt Market
17 December 2018.
Interest Payment Dates
1 March and 1 September in each year.
1
First Interest Payment Date
1 March 2019.
Election Dates
1 March 2024 and 1 March 2029.
Anniversary Dates
Each anniversary of the First Interest Payment Date, falling after the first Election
Date (1 March 2024) other than the second Election Date (1 March 2029).
Maturity Date
1 March 2034.
2
1
If any date on which interest payment is due to be made is not a Business Day, payment shall instead be made on the next Business Day.
Interest payments may be deferred at Refining NZ’s discretion, as described in this PDS.
2
The Subordinated Notes may be Redeemed before the Maturity Date in some circumstances, as described in this PDS.
The timetable is indicative only and subject to change.
Refining NZ may, in its absolute discretion and without
notice, vary the timetable (including by opening or closing
the Offer early, accepting late applications and extending
the Closing Date).
If the Closing Date is extended, the Rate Set Date, the Issue
Date, the expected date of initial quotation and trading of the
Subordinated Notes on the NZX Debt Market, the Interest
Payment Dates, the Election Dates and the Maturity Date may
also be extended. Any such changes will not affect the validity
of any applications received.
Refining NZ reserves the right to cancel the Offer and the
issue of the Subordinated Notes, in which case all application
monies received will be refunded (without interest) as soon
as practicable.
2.1 WHO MAY APPLY UNDER THE OFFER?
The Offer will be open to institutional investors and members
of the public who are resident in New Zealand. The Offer is not
open to any director, executive officer or senior manager of a
company in the Refining NZ Group or to any other Related
Party. More information about these restrictions can be found
in section 8 of this PDS (Selling restrictions).
All of the Subordinated Notes offered under the Offer have
been reserved for subscription by clients of the Joint Lead
Managers, Primary Market Participants and other approved
financial intermediaries, invited to participate in the Bookbuild.
There will be no public pool for the Subordinated Notes.
If you wish to invest in the Subordinated Notes you should
contact your usual authorised financial adviser or a Primary
Market Participant for details as to how you may acquire the
Subordinated Notes. You can find a Primary Market Participant
by visiting www.nzx.com/investing/find-a-participant.
The intended key dates of the Offer are as follows:
2
PRODUCT DISCLOSURE STATEMENT
7

TERMS OF THE OFFER
IssuerThe New Zealand Refining Company Limited
Description of the
Subordinated Notes
Unsecured, subordinated notes.
See section 5 of this PDS (Key features of the Subordinated Notes) for
more information.
Offer amount
Up to $75 million.
Issue price
$1.00 per Subordinated Note, being the Principal Amount of each
Subordinated Note.
Te r m
Approximately 15 years maturing on the Maturity Date (1 March 2034) if not
Redeemed prior to that date.
Election Dates
5 years (1 March 2024) and 10 years (1 March 2029) after the First Interest
Payment Date.
Anniversary Date
Each anniversary of the First Interest Payment Date, falling after the first Election
Date (1 March 2024) other than the second Election Date (1 March 2029).
Interest Rate
The Subordinated Notes will pay a fixed rate of interest until the first Election Date.
The Initial Interest Rate will be set at the sum of the Swap Rate plus the Issue
Margin, but will be no lower than the minimum interest rate.
The Issue Margin will be determined by Refining NZ in conjunction with the Joint
Lead Managers following a Bookbuild process where certain parties will lodge
bids for the Subordinated Notes.
The minimum interest rate and indicative Issue Margin will be announced on or
about 26 November 2018. The Initial Interest Rate will be announced by Refining
NZ via NZX on or about the Rate Set Date.
The Interest Rate may change following an Election Date to a new rate as
notified in an Election Process Notice. See section 5 of this PDS (Key features of
the Subordinated Notes) for more information.
Interest Payment Dates
Subject to the below, semi-annually in arrear on 1 March and 1 September each
year (or if that day is not a Business Day, the next Business Day) until and including
the Maturity Date, with the First Interest Payment Date being 1 March 2019.
The first (short) interest payment will be made to the initial subscriber.
Early bird interest will also be paid on application money received in respect
of accepted applications. It will not be paid if application monies are returned
to you for any reason. It will be paid as soon as practicable, and, in any event,
within five Business Days of the Issue Date.
Interest deferral
Refining NZ may defer the payment of interest at any time at its discretion.
For the avoidance of doubt, payment of interest is likely to be deferred if:
(1) Refining NZ’s operating revenue from processing fees for that interest period
is at the pro rata fee floor level set under the Processing Agreements; or
(2) Refining NZ customer has terminated or given notice of termination of its
Processing Agreement with Refining NZ (and no replacement customer has
been found); and
payment of interest will be deferred if:
(1) an event of default (however defined in any agreement for borrowed money
indebtedness) is continuing, with respect to any borrowed money
indebtedness of Refining NZ; or
(2) Refining NZ is insolvent.
Any Deferred Interest will accrue interest on it at the Interest Rate (compounding
on each Interest Payment Date) until all unpaid Deferred Interest is paid.
Refining NZ will not be able to pay any dividend or make any other payments on
or with respect to Shares, other securities or indebtedness ranking equally with
or subordinate to the Subordinated Notes until all unpaid Deferred Interest is
paid, without obtaining an Extraordinary Resolution of the Subordinated
Noteholders.
Any Deferred Interest (including any interest thereon) will be added to
the Principal Amount on Redemption (other than where outlined below).
See section 5 of this PDS (Key features of the Subordinated Notes)
for more information.
For further information on processing fee arrangements refer to section 5 (Key
features of the Subordinated Notes) and section 6 (Risks of investing) of this PDS.
3
REFINING NZ
8

Dividend Stopper
Refining NZ will not be able to pay any dividend or make any other payments on
or with respect to Shares, other securities or indebtedness ranking equally with
or subordinate to the Subordinated Notes until all unpaid Deferred Interest is
paid, without obtaining an Extraordinary Resolution of the Subordinated
Noteholders.
Interest payments and entitlement
Payments of interest on Interest Payment Dates (other than for the First Interest
Payment Date) will be of equal semi-annual amounts. Any other payment of
interest on the Subordinated Notes (including for the First Interest Payment
Date, early bird interest and Deferred Interest), will be calculated on the basis
of an actual/actual day count convention basis as follows:
Amount of interest payment =
Where:
A = the actual number of days elapsed since the last Interest Payment Date
(or, if there has been no Interest Payment Date, the Issue Date or, in respect
of early bird interest, the date on which the application money is received).
B = the actual number of days in the period from the last Interest Payment Date
to (and including) the next Interest Payment Date (or, if there has been no
Interest Payment Date, 182.5).
C = the number of Subordinated Notes you hold.
On each Interest Payment Date (other than the First Interest Payment Date),
interest will be paid to the person registered as the Subordinated Noteholder
as at the record date immediately preceding that Interest Payment Date. On the
First Interest Payment Date, interest will be paid to the initial subscriber.
The record date for each Interest Payment Date is 5.00pm on the date that is
10 Business Days before the relevant Interest Payment Date. If the record date
falls on a day which is not a Business Day, the record date will be the
immediately preceding Business Day.
Election Process
No less than 30 Business Days prior to an Election Date, Refining NZ will
provide notice of its election to either:
• Redeem your Subordinated Notes on the Election Date; or
• run an Election Process and offer New Conditions.
If Refining NZ runs an Election Process, you will be able to choose to hold
some or all of your Subordinated Notes subject to the New Conditions or for
Refining NZ to Redeem some or all of your Subordinated Notes for the
Redemption Amount.
The New Conditions may modify the conditions applying to the Subordinated
Notes (including for example the Interest Rate) but may not change the Maturity
Date or Election Dates.
Redemption election
No less than 30 Business Days prior to an Anniversary Date, Refining NZ may
provide notice of its election to Redeem all (but not some) of the Subordinated
Notes on the Anniversary Date by paying Subordinated Noteholders a cash
amount equal to the greater of:
(1) the Redemption Amount; and
(2) the volume weighted average (excluding interest) price of the Subordinated
Notes for the 20 Business Days preceding the relevant Anniversary Date,
plus accrued interest.
Ranking
On a liquidation of Refining NZ, each Subordinated Note, together with any
deferred and unpaid interest, will be a subordinated obligation of Refining NZ,
ranking:
• ahead of Shareholders and holders of other subordinated securities that,
by their terms, rank after the Subordinated Notes;
• equally with other Subordinated Notes, and any other subordinated securities
that, by their terms, rank equally with the Subordinated Notes; and
• behind all claims on Refining NZ (including bank borrowing, trade creditors
and other unsubordinated debt) except as described above.
More information on how the Subordinated Notes rank is in section 5 of this
PDS (Key features of the Subordinated Notes).
A
B
xx C
Interest Rate
2
PRODUCT DISCLOSURE STATEMENT
9

Early Redemption
The Subordinated Notes will be Redeemed by Refining NZ prior to the
Maturity Date:
• at Refining NZ’s election on an Election Date or an Anniversary Date;
• at Refining NZ’s election if a Tax Event occurs;
• following an Event of Default, at the option of the Supervisor who must
exercise that option if directed to by an Extraordinary Resolution of
Subordinated Noteholders;
• at the option of an individual Subordinated Noteholder after a Change of
Control Event; or
• at the option of an individual Subordinated Noteholder, after an Election
Process offering New Conditions.
See section 5 of this PDS (Key features of the Subordinated Notes) for
more information.
Change of Control Event
In summary and as explained further in clauses 1.2 and 8 of the Supplemental
Trust Deed, a Change of Control Event occurs if one or more of the following
occur:
(1) an offer is made to acquire all or some of the Shares and the offer is, or
becomes, unconditional and all regulatory approvals have been obtained and
the offeror (and its associates) holds or controls more than 50% of the voting
rights of Refining NZ; or
(2) any other circumstance or event arises which results in a person (and its
associates) holding or controlling more than 50% of the voting rights of
Refining NZ.
If a Change of Control Event occurs, Subordinated Noteholders may require
Refining NZ to Redeem the Subordinated Notes at the greater of:
(1) Redemption Amount; and
(2) the volume weighted average (excluding interest) price of the Subordinated
Notes for the 20 Business Days preceding the Change of Control Event, plus
accrued interest.
Tax Event
In summary and as explained further in clauses 1.2 and 8 of the Supplemental
Trust Deed, a Tax Event will occur if there has been, or there will be, a change
in New Zealand law applying after the Issue Date, as a result of which:
• any interest payable on the Subordinated Notes, including interest which
has been deferred, is not, or will not be, fully deductible for the purposes
of New Zealand income tax; or
• Refining NZ would be, or is likely to be, exposed to any other adverse tax
consequences in relation to the Subordinated Notes.
If a Tax Event occurs, Refining NZ may elect to Redeem all of the Subordinated
Notes for the Redemption Amount.
Events of Default
If an Event of Default occurs and is continuing, the Supervisor may in its
discretion, and must upon being directed to do so by an Extraordinary Resolution
of Subordinated Noteholders, declare the Subordinated Notes to be redeemable
at the Redemption Amount.
The Events of Default are set out in clause 9 of the Supplemental Trust Deed and
are summarised in section 5 of this PDS (Key features of the Subordinated Notes).
REFINING NZ
10

Opening Date
30 November 2018.
Closing Date
12 December 2018.
Refunds
If Refining NZ does not accept your application (whether because of late receipt
or otherwise) or accepts it in part, all or the relevant balance of your application
money received will be repaid to you as soon as practicable and, in any event,
within 10 Business Days of the Issue Date.
No interest will be paid on refunds.
Minimum application amount
$5,000 and multiples of $1,000 thereafter.
How to apply
Application instructions are set out in section 12 of this PDS (How to apply).
An application form is attached at the back of this PDS.
Refining NZ reserves the right to refuse all or any part of any application for
Subordinated Notes under the Offer without giving a reason.
No underwriting
The Offer is not underwritten.
Brokerage
Refining NZ will pay brokerage to market participants in respect of the Offer.
You are not required to pay any additional brokerage or any other fee or charges
to Refining NZ to purchase the Subordinated Notes. However, you may have to
pay brokerage to the firm from whom you receive an allocation of Subordinated
Notes, or for the transfer of Subordinated Notes.
Further payments, fees or charges
Taxes or Approved Issuer Levy may be deducted from interest payments on
the Subordinated Notes. You will also be required to indemnify Refining NZ if
it becomes liable to make any payment of, or on account of, tax payable by you.
See section 7 of this PDS (Ta x) for more information.
Quotation
Application has been made to NZX for permission to quote the Subordinated
Notes on the NZX Debt Market and all the requirements of NZX relating to that
quotation that can be complied with on or before the date of distribution of this
PDS have been duly complied with. However, the Subordinated Notes have
not yet been approved for trading and NZX accepts no responsibility for any
statement in this PDS. NZX is a licensed market operator, and the NZX Debt
Market is a licensed market, under the FMCA.
NZX ticker code NZR010 has been reserved for the Subordinated Notes.
Transfer restrictions / NZX approval
and waivers
Refining NZ may decline to accept or register a transfer of the Subordinated
Notes if the transfer would result in the transferor or the transferee holding or
continuing to hold Subordinated Notes with a Principal Amount of less than
$5,000 (if not zero) or if the transfer is not in multiples of $1,000.
This restriction on transfer has been approved by the NZX under Listing
Rule 11.1.5.
Selling restrictions
The Offer is subject to certain selling restrictions and you will be required to
indemnify certain people if you breach these. More information on this can be
found in section 8 of this PDS (Selling restrictions).
Governing law
New Zealand.
Trust Documents
The terms of the Subordinated Notes and other key terms of the Offer are set
out in the Master Trust Deed, as supplemented by the Supplemental Trust Deed.
You should read these documents. Copies may be obtained from the Disclose
Register at www.companiesoffice.govt.nz/disclose.
Supervisor
The New Zealand Guardian Trust Company Limited.
Securities Registrar
Computershare Investor Services Limited.
PRODUCT DISCLOSURE STATEMENT
11

PURPOSE OF
THE OFFER
KEY FEATURES OF THE
SUBORDINATED NOTES
The proceeds of this Offer are expected to be applied towards
repaying existing bank debt and paying any associated costs
of the Subordinated Note Offer. The Offer will also provide
Refining NZ with diversification of funding sources and greater
financial flexibility. This will not change, irrespective of the total
amount that is raised.
The Offer is not underwritten and is not conditional on raising
a minimum amount.
A number of the key features of the Subordinated Notes
are described in section 3 of this PDS (Terms of the Offer).
The other key features of the Subordinated Notes are
described below.
5.1 RANKING
RANKING ON A LIQUIDATION
On a liquidation of Refining NZ, each Subordinated Note,
together with any deferred and unpaid interest, constitutes
unsecured, subordinated debt obligations of Refining NZ,
ranking:
• ahead of Shareholders and holders of other
subordinated securities that, by their terms, rank after
the Subordinated Notes;
• equally with other Subordinated Notes, and any other
subordinated securities that, by their terms, rank equally
with the Subordinated Notes; and
• behind all claims on Refining NZ (including bank borrowing,
trade creditors and other unsubordinated debt), except as
described above.
The diagram on page 13 summarises the ranking of the
Subordinated Notes on a liquidation of Refining NZ. In the
event of a liquidation of Refining NZ, the actual priority
amounts may differ. The table only includes information about
the liabilities and equity of Refining NZ. It does not include
information about any other member of the Refining NZ Group.
45
REFINING NZ
12

RESTRICTIONS ON BORROWING OR GRANTING SECURITY
After the issue of the Subordinated Notes, Refining NZ may
(without the consent of Subordinated Noteholders) borrow
money or otherwise incur liabilities from time to time that:
• rank equally with the Subordinated Notes on a liquidation
of Refining NZ. This may include, for example, further
subordinated notes issued by Refining NZ; or
• rank in priority to the Subordinated Notes on a liquidation
of Refining NZ. This may include, for example, secured
or unsecured and unsubordinated liabilities of Refining NZ,
bank borrowing and other liabilities preferred by law.
The terms of the Subordinated Notes do not limit the ability
of Refining NZ to borrow further money or grant security.
However, certain terms contained in Refining NZ’s other funding
documents do currently limit its ability to borrow. In particular,
Refining NZ has entered into a Negative Pledge Deed in which
it has agreed to comply with a number of covenants. Each of
Refining NZ’s banks has been granted the benefit of the
Negative Pledge Deed (although neither you nor the Supervisor
have the benefit of the Negative Pledge Deed and the covenants
in it may be amended or waived by the relevant bank lenders
and Refining NZ does not have to consult or notify you or the
Supervisor of any actual or potential amendments or waivers
under the Negative Pledge Deed).
The Negative Pledge Deed currently contains a senior interest
cover ratio (the ratio of Negative Pledge Deed EBITDA (NPD
EBITDA) to Interest Expense for the Refining NZ Group) which
is to be not less than 4.0 times, a total interest cover ratio
(the ratio of NPD EBITDA to Total Interest Expense for the
Refining NZ Group) which is to be not less than 2.0 times and
a gearing ratio (the ratio of bank debt to the sum of bank debt
and shareholder equity for Refining NZ) which is required to be
not greater than 45%. The senior interest cover ratio and total
interest cover ratio are tested semi-annually and are only
breached if they are not met on two consecutive test dates.
The gearing ratio is tested at all times. Although these are
not direct restrictions on incurring further indebtedness,
Refining NZ would not be able to incur additional indebtedness
if the additional interest payments would result in a breach of
the senior interest cover ratio or the total interest cover ratio or
the additional debt would result in a breach of the gearing ratio.
For this purpose “NPD EBITDA” is defined in the Negative
Pledge Deed and means gross revenue in any period (excluding
equity accounted gains or losses, extraordinary gains or losses,
capital gains or losses and unrealised gains or losses arising
from any derivative transaction) less all operating expenses for
that period (excluding from operating expenses depreciation,
amortisation, interest expense, other non-cash charges, and
income tax expenses in each case for that period).
For the purpose of calculating the senior interest cover ratio in
the Negative Pledge Deed “Interest Expense” includes the
majority of interest on debt but does not include any interest or
Deferred Interest paid with respect to the Subordinated Notes
or similar instruments. For the purpose of calculating the total
interest cover ratio in the Negative Pledge Deed “Total Interest
Expense” is the “Interest Expense” plus any interest or
Deferred Interest paid with respect to the Subordinated Notes
or similar instruments.
RankingRanking on Liquidation Type of Liability/EquityAmount
Higher
Liabilities that rank in priority to
the Subordinated Notes
These liabilities comprise:
• Bank borrowing.
• Unsubordinated liabilities not referred to above
(including liabilities preferred by law
3
(for example,
Inland Revenue and employee entitlements),
trade creditors and other unsubordinated debt).
$197 million
2
$326.5 million
4,5,6
Liabilities that rank equally with
the Subordinated Notes (including
the Subordinated Notes)
Subordinated Notes
Other subordinated liabilities that rank equally with the
Subordinated Notes
$75 million
2

NIL
Liabilities that rank below the
Subordinated Notes
NIL
Lower
Equity
7
Shares, reserves and retained earnings.$749.9 million
DIAGRAM SHOWING RANKING OF THE SUBORDINATED NOTES
1
1
Amounts shown are indicative. They are based on the financial
position of Refining NZ as at 30 June 2018, and are adjusted
to reflect the changes in the value of assets and liabilities that
Refining NZ reasonably expects to result from the issue of the
Subordinated Notes. Amounts are subject to rounding adjustments.
2
For the purposes of these calculations an issue size of $75,000,000
of Subordinated Notes has been assumed. If the issue size is less
than $75,000,000, less bank debt would be repaid from the issuance
of the Subordinated Notes. This would mean that the liabilities that
rank in priority to the Subordinated Notes would accordingly be
higher than what is shown above and the value of the Subordinated
Notes would decrease.
3
There are typically other preferred or secured claims which arise
when a company is liquidated which are not possible to foresee and
cannot therefore be quantified.
4
This value includes approximately $96,217,000 of excise duty that
Refining NZ pays on behalf of its customers. An equivalent amount is
included on Refining NZ’s balance sheet as a receivable. Accordingly,
on a liquidation of Refining NZ, it is expected that the liquidator would
have a claim against Refining NZ’s customers for a similar amount.
5
This value includes approximately $121,790,000 of deferred tax
liabilities. Depending on the circumstances at the time of a liquidation
some or all of these liabilities may not be payable.
6
This value includes approximately $18,332,000 of liabilities in respect
of the defined benefit pension plan. In the event of the liquidation of
Refining NZ, the actual liability will depend on the amount certified
by the actuary of the defined benefit pension plan at that time as
being the amount required to be paid by Refining NZ to ensure that
all beneficiaries under the defined benefit pension plan receive full
payment of any benefits or pensions to which they are entitled.
7
The amount of equity stated above includes an amount in relation to
Refining NZ’s existing quoted financial products (i.e. Refining NZ’s
shares).
PRODUCT DISCLOSURE STATEMENT
13

Refining NZ decides
whether to Redeem all
Subordinated Notes or
run an Election Process
Election Process Notice
Refining NZ sends you an
Election Process Notice
specifying the New
Conditions to apply
to Subordinated Notes
from the Election Date
No less than
30 Business
Days before
Election Date
Refining NZ decides to run
Election Process
Refining NZ decides
to Redeem
No less than
15 Business
Days before
Election Date
Response cut-off date
You elect to have Refining
NZ Redeem your Notes or
continue to hold some or
all of your Subordinated
Notes subject to the
New Conditions (or you do
not make an election)
Option 1
You elect to hold some or
all of your Subordinated
Notes or you do not make
an election
You continue to hold
those Subordinated
Notes, subject to the
New Conditions
Those Subordinated
Notes are Redeemed
by Refining NZ for the
Redemption Amount
All Subordinated Notes
are Redeemed by
Refining NZ for the
Redemption Amount
Option 2
You elect to have
Refining NZ Redeem
some or all of your
Subordinated Notes
Refining NZ gives
notice of intention to
Redeem the Notes
5.2 ELECTION PROCESS
No later than 30 Business Days prior to each Election Date,
Refining NZ will provide notice of its election to either:
• Redeem your Subordinated Notes on the Election Date; or
• run an Election Process offering New Conditions.
If Refining NZ runs an Election Process, Refining NZ will send
you an Election Process Notice giving you two options:
• Option 1: keep some or all of your Subordinated Notes
subject to the New Conditions. The New Conditions may
modify the conditions applying to the Subordinated Notes
(including, for example, the Interest Rate) but Refining NZ
may not change the Maturity Date or Election Dates; or
• Option 2: for Refining NZ to Redeem some or all of your
Subordinated Notes for cash for the Redemption Amount.
To initiate an Election Process, Refining NZ will, on a date no
later than 30 Business Days prior to an Election Date, issue an
Election Process Notice to all Eligible Holders that will include
the New Conditions of the Subordinated Notes that will apply
from the Election Date.
You will then need to make your decision and respond to
the Election Process Notice within the period, ending not less
than 15 Business Days prior to the relevant Election Date,
as specified by Refining NZ in the Election Process Notice.
If you do not respond to the Election Process Notice, you will
be deemed to have accepted the New Conditions and you will
continue to hold those Subordinated Notes, subject to the
New Conditions.
Ineligible Holders will not receive an Election Process Notice.
Rather, Ineligible Holders will have their Subordinated Notes
Redeemed by Refining NZ on the Election Date.
The diagram below summarises the Election Process.
REFINING NZ
14

5.3 DEFERRAL OF INTEREST
Refining NZ may defer the payment of interest at any
time at its discretion. For the avoidance of doubt,
Refining NZ is likely to defer interest if:
(1) Refining NZ’s operating revenue from processing
fees for that interest period is at the pro rata fee
floor level set under the Processing Agreements; or
(2) Refining NZ customer has terminated or given
notice of termination of its Processing Agreement
with Refining NZ (and no replacement customer
has been found); and
Refining NZ will defer interest if:
(1) an event of default (however defined in any
agreement for borrowed money indebtedness)
is continuing with respect to any borrowed money
indebtedness of Refining NZ; or
(2) Refining NZ is insolvent.
Any Deferred Interest will accrue interest on it at the
Interest Rate (compounding on each Interest Payment
Date) until paid. Any Deferred Interest (including any
interest thereon) will be added to the Principal Amount
on Redemption.
The Processing Agreements with Refining NZ’s
customers contain a fee floor clause. If the year-to-date
processing fee revenue is below the pro-rata fee floor
then Refining NZ’s customers make a pro-rata fee floor
payment to Refining NZ. This is paid back should the
fee floor be exceeded in the coming months of that
calendar year.
The fee floor, currently NZ$134 million, is subject to
annual Producers Price Index (PPI) based escalation.
The fee floor limits the downside in the refining margin
and USD/NZD exchange rate (both of which are key
factors in calculating the processing fee).
Over the past 23 years, since the inception of the
Processing Agreements in 1995, the customers have
paid the fee floor twice, namely for:
• the full twelve months in 1999, and
• the six months ended 30 June 2014. (With improved
margins in the second half of 2014, the fee floor was
then repaid to the customers in the six months ended
31 December 2014.)
5.4 DIVIDEND STOPPER
Refining NZ will not be able to pay any dividend or make any
other payments on or with respect to Shares, other securities
or indebtedness ranking equally with or subordinate to the
Subordinated Notes until all unpaid Deferred Interest is paid,
without obtaining an Extraordinary Resolution of the
Subordinated Noteholders.
5.5 TAX EVENT
Refining NZ may choose to Redeem all the Subordinated
Notes for the Redemption Amount if a Tax Event occurs.
Broadly, a Tax Event will occur if there has been, or there will
be, a change in New Zealand law applying after the Issue Date,
as a result of which:
• any interest payable on the Subordinated Notes, including
interest which has been deferred, is not, or will not be, fully
deductible for the purposes of New Zealand income tax; or
• Refining NZ would be, or is likely to be, exposed to any
other adverse tax consequences in relation to the
Subordinated Notes.
See clauses 1.2 and 8 of the Supplemental Trust Deed for
a more detailed description of Tax Event.
If Refining NZ chooses to Redeem the Subordinated Notes
in these circumstances, it will announce this via NZX together
with the date set for Redemption (which must be at least
30 calendar days and not more than 60 calendar days after
such announcement).
5.6 EVENT OF DEFAULT
If an Event of Default occurs under the Trust Deed, the
Supervisor may in its discretion, and must upon being directed
to do so by an Extraordinary Resolution of Subordinated
Noteholders, declare that the Subordinated Notes are to be
redeemable by Refining NZ at the Redemption Amount.
The Events of Default in the Trust Deed are:
• Refining NZ fails to pay the amount payable on
Redemption when due and that breach is not remedied
within 10 calendar days of the due date for payment;
• Refining NZ fails to comply with the Dividend Stopper; or
• an Insolvency Event occurs in respect of Refining NZ.
5.7 CHANGE OF CONTROL EVENT
Subordinated Noteholders may choose to Redeem their
Subordinated Notes before the Maturity Date if a Change of
Control Event occurs. A Change of Control Event occurs if
one or more of the following occur:
• an offer is made which would result in the offeror (including
its associates) holding or controlling more than 50% of the
voting rights of Refining NZ, and the offer has been
accepted, become unconditional and all regulatory
approvals have been obtained; or
• any other circumstance or event arises which results in a
person (and its associates) holding or controlling more than
50% of the voting rights of Refining NZ.
In the Change of Control Event Notice, Refining NZ will set:
• the last date on which Subordinated Noteholders may make
an election to Redeem their Subordinated Notes, which
must be at least 14 calendar days after the date of the
Change of Control Event Notice; and
• the date of Redemption, which must be no more than
31 calendar days after the date of the Change of Control
Event Notice.
If a Subordinated Noteholder elects to Redeem their
Subordinated Notes then the Subordinated Notes will be
Redeemed for the greater of:
(1) the Redemption Amount; and
(2) the volume weighted average (excluding interest)
price of the Subordinated Notes for the 20 Business
Days preceding the Change of Control Event, plus
accrued interest.
PRODUCT DISCLOSURE STATEMENT
15

5.8 REDEMPTION
The Subordinated Notes will be Redeemed on the Maturity
Date unless:
• Refining NZ elected to Redeem the Subordinated Notes
on an Election Date or an Anniversary Date;
• Refining NZ has Redeemed the Subordinated Notes
following a Tax Event;
• the Supervisor requested that Refining NZ Redeem the
Subordinated Notes following an Event of Default;
• an individual Subordinated Noteholder requested that
Refining NZ Redeem the Subordinated Notes following
a Change of Control Event; or
• an individual Subordinated Noteholder requested that
Refining NZ Redeem the Subordinated Notes after an
Election Process offering New Conditions,
in each case, prior to the Maturity Date. If the Subordinated
Notes are Redeemed on the Maturity Date, Refining NZ will
Redeem the Subordinated Notes by paying the Redemption
Amount of the Subordinated Notes.
5.9 REDEMPTION ELECTION ON
ANNIVERSARY DATE
No less than 30 Business Days prior to an Anniversary Date,
Refining NZ may, at its sole discretion, provide notice of its
election to Redeem all (but not some) of the Subordinated
Notes. If Refining NZ elects to Redeem the Subordinated
Notes on an Anniversary Date, Refining NZ will pay
Subordinated Noteholders the greater of:
(1) the Redemption Amount; and
(2) the volume weighted average (excluding interest)
price of the Subordinated Notes for the 20 Business
Days preceding the relevant Anniversary Date, plus
accrued interest.
5.10 OTHER RELEVANT INFORMATION ABOUT
THE TRUST DEED
The Trust Deed also contains a number of other provisions,
including provisions relating to:
• the role of the Supervisor and the powers and duties of
the Supervisor (noting that the powers of the Supervisor
are limited and need to be considered in the context of
the conditions of the Subordinated Notes, including the
subordinated nature of the Subordinated Notes, the right
of Refining NZ to defer interest in its discretion, the limited
rights of Subordinated Noteholders and the limited Events
of Default under the Trust Deed);
• the process for replacement of the Supervisor;
• the right of the Supervisor to be indemnified;
• the payment of fees, expenses and other amounts owing
to the Supervisor (including those amounts owing to the
Supervisor are, on a default, paid from the proceeds of
enforcement before payments to Subordinated
Noteholders);
• holding meetings of Subordinated Noteholders;
• the process for Subordinated Noteholders to sell or transfer
their Subordinated Notes (including that such sales and
transfers are subject to the terms of the Trust Deed and
applicable securities laws, in particular that transfers that
would result in the transferee holding Subordinated Notes
with an aggregate principal amount of less than $5,000, or
in an amount that is not a multiple of $1,000, will not be
allowed); and
• the process for amending the Trust Deed. To summarise,
the Trust Deed can be amended:
–with the consent of the Supervisor;
– by the Financial Markets Authority under section 109
of the FMCA; or
– under section 22(7) or 37(6) of the Financial Markets
Supervisors Act 2011 or any other enactment.
The Supervisor must only consent to an amendment if:
– the amendment is approved by an extraordinary
resolution of the holders of the debt securities (or each
class of holders that is or may be adversely affected by
the amendment or replacement); or
– the Supervisor is satisfied that the amendment or
replacement does not have a material adverse effect
on the Subordinated Noteholders.
• You should read clause 19 of the Master Trust Deed for
further information.
You are not entitled to enforce any of your rights or remedies
under the Trust Deed directly against Refining NZ unless the
Supervisor fails to enforce such rights or remedies within a
reasonable period after having become bound to do so in
accordance with the Trust Deed. The only circumstance in
which the Subordinated Notes can be declared Redeemable
for a default are the specific Events of Default (see the
information under the heading “Events of Default”
for further information).
REFINING NZ
16

RISKS OF INVESTING
6.1 INTRODUCTION
This section describes the following potential key risk factors:
• general risks associated with an investment in the
Subordinated Notes; and
• significant specific risks relating to Refining NZ’s
creditworthiness.
Key risks outlined in this section are based on an assessment
of the probability of a risk occurring and potential impact
(individually or in combination with other key risks) at the date
of this PDS. There is no guarantee or assurance that key risks
will not change, alter in their significance or that other risks will
not emerge.
Where practicable, Refining NZ seeks to implement risk
mitigation strategies to minimise exposure to some of the
risks outlined below. However, there can be no assurance that
these risk mitigation strategies will fully protect Refining NZ
from all or any risks.
Investors should carefully consider these risk factors (together
with the other information in this PDS and on the Disclose
Register) before deciding to invest in the Subordinated Notes.
This summary does not cover all of the risks of investing in the
Subordinated Notes.
Before making any investment decision it is important that
investors consider the suitability of an investment in the
Subordinated Notes in light of their own individual risk profile
for investments, investment objectives and personal
circumstances (including financial and taxation issues).
The risks described in this section do not take account of
the personal circumstances, financial position or investment
requirements of any particular person other than Refining NZ.
You can seek the advice of a financial adviser to help you make
an investment decision.
6.2 GENERAL RISKS
An investment in the Subordinated Notes is subject to the
following general risks.
GENERAL RISKS RELATED TO THE INSOLVENCY OF REFINING NZ
If Refining NZ becomes insolvent, there may be a shortfall of
funds to pay all amounts ranking ahead of and equally with the
Subordinated Notes. If this occurs, this would result in you not
receiving a full return of the Principal Amount and/or any
interest due and unpaid at that time.
Please refer to section 5 of this PDS (Key features of the
Subordinated Notes) for more information on the ranking
of the Subordinated Notes in the event of the insolvency
of Refining NZ.
GENERAL RISKS RELATED TO THE MARKET FOR THE
SUBORDINATED NOTES
If Subordinated Noteholders wish to sell their Subordinated
Notes before the Maturity Date:
• Market price: The price at which Subordinated Noteholders
are able to sell their Subordinated Notes may be less than
the amount they paid for the Subordinated Notes. The price
of the Subordinated Notes may be affected by a number of
factors, both dependent on, or independent of,
Refining NZ’s creditworthiness. Independent factors may
include the time remaining to the Maturity Date, the
outstanding aggregate Principal Amount of the
Subordinated Notes, the level of demand for the
Subordinated Notes offered for sale in the secondary
market from time to time, any legal restrictions limiting
demand for Subordinated Notes, the availability of
comparable securities, the level, direction and volatility of
market interest rates and market conditions generally. For
example, if market interest rates go up, the market value of
the Subordinated Notes would typically be expected to go
down and vice versa.
• Liquidity: The Subordinated Noteholders may be unable
to sell their Subordinated Notes at all due to lack of demand
or because the Subordinated Notes cease to be listed on
the NZX Debt Market. There can be no assurance that a
secondary market for the Subordinated Notes will develop
or of the liquidity of such a market. In the absence of a
liquid secondary market for the Subordinated Notes,
Subordinated Noteholders may not be able to sell their
Subordinated Notes readily or at prices that will enable
them to realise a yield comparable to that of similar
instruments, if any, within a developed secondary market.
Even following the development of a secondary market,
and depending on market conditions and other factors,
Subordinated Noteholders seeking to sell relatively small or
relatively large amounts of Subordinated Notes may not be
able to do so at prices comparable to those that may be
available to other Subordinated Noteholders.
Due to these factors the Subordinated Notes may not be
readily saleable, their value may fluctuate over time and such
fluctuations may be significant and could result in losses to a
Subordinated Noteholder who wishes to sell Subordinated
Notes prior to the Maturity Date.
6
PRODUCT DISCLOSURE STATEMENT
17

6.3 SPECIFIC RISKS RELATING TO
REFINING NZ’S CREDITWORTHINESS
Refining NZ considers that the following circumstances are
those which could significantly affect, either individually or in
combination, the Refining NZ Group’s future financial position
and financial performance, and therefore significantly increase
the risk that Refining NZ may default on its obligations under
the Subordinated Notes.
SINGLE REFINERY SITE / CONCENTRATION OF OPERATIONS
Refining NZ operates a single refinery at Marsden Point, near
the entrance to the Whangarei harbour. The single site, creates
a risk in that Refining NZ would not be able to redirect
operations to another location, in the event that, for any
reason, production was disrupted at the refining site or at the
jetty (marine terminal), where crude cargoes are delivered to
and refined product is shipped from.
In particular, the following initiating events could cause a
disruption to Refining NZ’s operations at Marsden Point:
1. High hazard industry – failure of pipelines and vessels
Refining NZ operates in a high hazard industry; oil refining and
pipeline activities involve the operation of pipes, vessels and
catalysts which are subjected to high pressures and high
temperatures. The unanticipated failure of refining plant and
equipment, catalysts or the Refinery to Auckland pipeline (RAP)
may result in a business disruption and, in the case of a
product release, to remediation costs which could ultimately
affect Refining NZ’s financial position and potentially its
creditworthiness.
Refining NZ has adopted a range of preventative barriers using
well established engineering, inspection, cyber security and
process safety techniques, to deliver what it believes are
robust and reliable world class management systems. The
focus is to achieve continued process safety, maintain and
improve reliability and integrity, and optimise operating costs
and plant availability.
2. Marine operations
The risks associated with the marine operations are that:
(a) a crude or product tanker could hit and cause damage
to the jetty rendering it inoperable,
(b) a shipping accident could result in a port blockage; and
(c) the discharge of oil tankers and loading of product tankers
at the jetty may cause pollution resulting in a significant
disruption to Refining NZ’s business, together with
remediation costs and fines, all of which could affect
Refining NZ’s financial position and creditworthiness.
All operations at Refining NZ’s marine terminal are required
to be carried out in accordance with recommendations of the
International Safety Guide for Oil Tankers and Terminals on the
safe handling at the terminals and on tankers of crude oil and
petroleum products and the Whangarei harbour is controlled
by the Harbour Master.
3. Natural perils – earthquake and tsunami
Asset damage and business interruption resulting from
an earthquake or a tsunami could potentially result in a
significant impact on Refining NZ’s financial position and
creditworthiness.
• Earthquake – An earthquake of strong magnitude could
render Refining NZ’s high pressure plant and equipment,
tanks and the RAP unsafe to operate, resulting in a
business disruption. In 2007, New Zealand’s Institute of
Geological and Nuclear Sciences (GNS) reported that the
Refinery is located in New Zealand’s lowest seismicity
region, Northland. Accordingly, the likelihood of a large
scale earthquake at Marsden Point would appear to be
lower than elsewhere in New Zealand – although it
remains a possibility.
• Tsunami – The location of the Refinery at the entrance to
the Whangarei harbour means that it is vulnerable to the
risk of a tsunami; flooding of the site could result in asset
damage and business disruption. A 2013 study by GNS
reported that the Northland coastline in the vicinity of the
Marsden Point Refinery could expect to experience a 3.8
- 6.2 metre tsunami (16
th
to 84
th
percentile) in a 500 year
return period. The Refinery is situated 4.3 metres above
mean sea level and is protected by a headland at the
harbour entrance and a fore-dune barrier of between
6 to 12 metres. As a further risk mitigation, all structures
on site are designed to withstand significant lateral loads.
Refining NZ maintains Material Damage and Business
Interruption insurance for property damage and consequential
business interruption as a mitigation of these risks.
CUSTOMER CONCENTRATION
Over 93% of Refining NZ’s total operating revenue comes
from three customers and 92% is derived from four individual
Processing Agreements which have been in place since 1995.
The Processing Agreements are long term “evergreen”
contracts which continue unless renegotiated or terminated
by mutual consent or by a customer on one year’s notice.
If any of these Processing Agreements were terminated,
and no new customers were found, then this would have
a significant impact on the financial position of Refining NZ
and potentially its creditworthiness. Similarly, the loss of a
Processing Agreement could result in Refining NZ having to
defer interest in respect of the Notes due to a decrease in
operating revenue (see section 5 of this PDS (Key features
of the Notes) for further information).
Refining NZ’s response is to continue to invest in growth
projects, with a view to sustaining and growing the refining
margin and RAP throughput, so as to be able to provide a
cost-competitive and a reliable supply of quality products.
GLOBAL OIL MARKET COMMODITY PRICE RISK (REFINING
MARGINS) AND FOREIGN EXCHANGE
If Refining NZ’s operating revenue from processing fees is
at the pro rata fee floor level set under the Processing
Agreements for a sustained period, the reduced operational
cash flows could impact on Refining NZ’s financial position and
potentially its creditworthiness.
However, it is expected that, over time, markets would correct
the circumstances leading to the fee floor being triggered.
REFINING NZ
18

CHANGES IN DEMAND FOR FUELS
Refining NZ supplies around 58% of NZ’s petrol demand,
85% of its jet fuel and 67% of its diesel (overall, around 70%
of NZ’s demand for fuels).
Demand for petrol and diesel may decline for a number of
reasons, including engine technology becoming more fuel
efficient and/or substitution with electric technology and/or
price. A materially lower demand for these products as a result
of these changes could have a significant effect on Refining
NZ’s financial position and potentially its creditworthiness.
Refining NZ believes it is well placed to continue supplying at
current rates even if demand reduces, because Refining NZ’s
expectation is that imported product would be displaced first.
REGULATORY CHANGE
Refining NZ is subject to the risk of regulatory change which
could have an impact on Refining NZ’s financial position and
potentially its creditworthiness.
Regional Plan
A new Regional Plan is being developed by the Northland
Regional Council (NRC) which takes a wide reaching look at the
use of the region’s water, soil, air and the coast, all of which
are relevant to Refining NZ’s resource consents for its
operation. Sea level rise, as a consequence of climate change,
is a recognised issue and could have a bearing on the Policy
developed out of the Plan. We are actively engaged with
the Regional Plan changes and will look to contribute to the
Policy development. Upon renewal of its resource consent
in 2022, it is possible that there will be a tightening of the
conditions which could have a significant impact for the
Company that may require further investment, impacting
profitability and potentially the Company’s creditworthiness.
Marine and Coastal Area Act 2011
Under the Marine and Coastal Area Act 2011, iwi, hapu
-
and
wha
-
nau were able to apply either to the High Court or directly
to the Crown for the recognition of either or both a) Customary
Marine Title (CMT) and b) Protected Customary Rights (PCR)
in a common marine and coastal area.
Applications are now either before the Courts or are the
subject of direct consultation with the Crown. There are 24
applications applying to Popouwhenua (that is, the Marsden
Point Site).
A CMT grants a Resource Management Act permission right
which allows the group to give or decline permission, on any
grounds, for activities for which a resource consent is sought
in the area covered by the CMT. Refining NZ would be required
to consult a CMT holder about any new resource consent
application, or a consent that is up for renewal with the
title owner having the right to refuse consent. Separately,
recognition of a PCR means that local authorities cannot grant
resource consents for other activities that would have more
than a minor adverse effect on that right.
Additional conditions attached to, or non-renewal of, consents
that are integral to Refining NZ’s License to Operate, could
have a significant impact, including further investment
requirements, impacting profitability and in the worst case
the Company’s continued operations.
EMISSIONS TRADING SCHEME
In April 2003, Refining NZ and the Crown entered into a
Negotiated Greenhouse Agreement (NGA) which commits
Refining NZ to a reduction pathway of its Energy Intensity
Index as defined in Solomon Associates’ Fuels Refinery
Performance Analysis. Following the expiry of the NGA on
31 December 2022, Refining NZ will face the prospect of full
exposure to the New Zealand Emissions Trading Scheme (NZ
ETS) via a charge on Refining NZ’s direct and indirect CO
2

emissions. As Refining NZ’s operations are energy intensive,
full exposure to the NZ ETS could significantly reduce the
Company’s competitiveness and ultimately Refining NZ’s
financial viability.
The alternative is for Refining NZ to be recognised under
the Climate Change Response Act (CCRA) as an “Emissions
Intensive and Trade-Exposed Industry” (EITE). Refining NZ is in
dialogue with Government and its officials to include Refining
NZ in the NZ ETS as EITE post 2023, to benefit from a partial
free CO
2
emissions allocation.
This PDS does not cover all the risks of investing
in the Subordinated Notes.
PRODUCT DISCLOSURE STATEMENT
19

The returns on Subordinated Notes will be affected by taxes.
The information in this section is based on the law in force in
New Zealand at the date of this PDS. The information does not
constitute taxation advice to any Subordinated Noteholder, is
general in nature and limited to consideration of New Zealand
taxation impacts only.
7.1 RESIDENT WITHHOLDING TAX
If you are resident in New Zealand for tax purposes or you
otherwise receive payments of interest on the Subordinated
Notes that are subject to the Resident Withholding Tax (RWT)
rules, Refining NZ will deduct RWT at the relevant rate from
interest paid or credited to you unless you provide Refining NZ
or the Securities Registrar a valid certificate of exemption from
RWT on or before the record date for the relevant payment.
7.2 APPROVED ISSUER LEVY
If you are not a resident of New Zealand for tax purposes
and the interest you receive is subject to the Non-Resident
Withholding Tax (NRWT) rules, Refining NZ will deduct
Approved Issuer Levy (AIL) in lieu of deducting NRWT, unless
you elect for NRWT to be deducted or AIL is not applicable
under the law.
Refining NZ will apply a zero rate of AIL, if possible. Otherwise,
AIL will be deducted at the standard rate of 2% from the
interest payment. If the AIL regime or rate changes in the
future, Refining NZ reserves the right not to deduct AIL and
deduct NRWT instead.
You may request that Refining NZ deducts NRWT from interest
payments to you instead of applying the AIL regime. In this
event, or in the event that the AIL regime does not apply,
NRWT will be deducted from interest paid to you at the
applicable rate. In the case of a Subordinated Note that is held
jointly by a New Zealand resident Subordinated Noteholder
and a non-resident Subordinated Noteholder, NRWT will be
deducted from interest paid in respect of the Subordinated
Note at the applicable RWT rate. See the Trust Deed for
further details.
The rate at which deductions are made from the interest paid
to you (i.e. for RWT, AIL or NRWT) will be determined based
on the information that you provide to us (or the Securities
Registrar) in the Application Form or otherwise.
7.3 INDEMNITY
If, in respect of any of your Subordinated Notes, Refining NZ
becomes liable to make any payment of, or on account of,
tax payable by you, then you will be required to indemnify
Refining NZ in respect of such liability. Any amounts paid by
Refining NZ in relation to any such liability may be recovered
from you by withholding the amount from further payments to
you in respect of Subordinated Notes. See the Trust Deed for
further details.
7.4 GENERAL
Tax has significant consequences. There may be other tax
consequences from acquiring or disposing of the Subordinated
Notes, and otherwise from the maturity, redemption, purchase
or cash settlement of the Subordinated Notes, including under
New Zealand’s “financial arrangements” rules.
If you have any queries relating to the tax consequences of the
investment, you should obtain professional taxation advice on
those consequences.
TA X
SELLING
RESTRICTIONS
78
You may only offer for sale or sell any Subordinated Note in
conformity with all applicable laws and regulations in any
jurisdiction in which it is offered, sold or delivered. The Offer
is not open to any director, executive officer or senior
manager of a company in the Refining NZ Group or to any
other Related Party.
Refining NZ has not taken and will not take any action which
would permit a public offering of Subordinated Notes, or
possession or distribution of any offering material in respect of
the Subordinated Notes, in any country or jurisdiction where
action for that purpose is required (other than New Zealand).
Any information memorandum, disclosure statement, circular,
advertisement or other offering material in respect of the
Subordinated Notes may only be published, delivered or
distributed in compliance with all applicable laws and
regulations (including those of the country or jurisdiction in
which the material is published, delivered or distributed).
8.1 INDEMNITY
By subscribing for Subordinated Notes, each investor agrees
to indemnify, among others, Refining NZ, the Supervisor,
the Arranger and the Joint Lead Managers and their respective
directors, officers, employees and agents in respect of any loss,
cost, liability or damages suffered as a result of an investor
breaching the selling restrictions referred to in this section.
REFINING NZ
20

WHO IS INVOLVED
HOW TO COMPLAIN
9
10
Complaints about the Subordinated Notes can be directed to:
The New Zealand Refining Company Limited
Company Secretary
Marsden Point
Whangarei
Phone: +64 9 432 5100
Email: corporate@refiningnz.com
Postal: Private Bag 9024
Whangarei 0148
The New Zealand Guardian Trust Company Limited
Manager, Corporate Trusts
Level 6, 191 Queen Street
Auckland
Phone: +64 9 909 5100
Email: ct-auckland@nzgt.co.nz
Postal: PO Box 274
Shortland Street
Auckland 1140
The Supervisor is a member of an external, independent
dispute resolution scheme operated by Financial Services
Complaints Limited (FSCL) and approved by the Ministry
of Consumer Affairs.
If the Supervisor has not been able to resolve your issue,
you can refer the matter to:
Financial Services Complaints Limited
Complaint Investigation Officer
Financial Services Complaints Limited
Level 4, 101 Lambton Quay
Wellington 6011
Phone: 0800 347 257
Email: info@fscl.org.nz
Postal: PO Box 5967
Wellington 6145
The scheme will not charge a fee to any complainant to
investigate or resolve a complaint.
Complaints may also be made to the Financial Markets
Authority through their website www.fma.govt.nz.
NameRole
IssuerRefining NZIssuer of the Subordinated Notes.
SupervisorThe New Zealand Guardian Trust Company LimitedHolds certain covenants on trust for the benefit of
the Subordinated Noteholders, including the right
to enforce Refining NZ’s obligations under the
Subordinated Notes.
Organising ParticipantFirst NZ Capital Securities LimitedHas responsibilities to NZX in relation to the
quotation of the Subordinated Notes.
ArrangerFirst NZ Capital Securities LimitedProvide advice and assistance to Refining NZ in
arranging the Offer.
Joint Lead ManagersFirst NZ Capital Securities Limited, ANZ Bank
New Zealand Limited, Bank of New Zealand
and Forsyth Barr Limited.
Assist with the Bookbuild for the Offer and with
the marketing and distribution of the Offer. Except
as described above, the Joint Lead Managers are
not otherwise involved in the Offer.
This PDS does not constitute a recommendation
by the Joint Lead Managers or any of their
respective directors, officers, partners,
employees, agents or advisers to purchase
any Subordinated Notes.
None of the Joint Lead Managers and their
respective directors, officers, partners, employees,
agents or advisers have independently verified the
content of this PDS (other than First NZ Capital
Securities Limited in its capacity as Arranger).
Securities RegistrarComputershare Investor Services LimitedMaintains register of Subordinated Noteholders.
Solicitors to IssuerMinterEllisonRuddWattsProvides legal advice to Refining NZ in respect of
the Offer.
Solicitors to SupervisorBell GullyProvides legal advice to the Supervisor in respect
of the Offer.
PRODUCT DISCLOSURE STATEMENT
21

Further information relating to Refining NZ and the
Subordinated Notes is available on the online offer
register maintained by the Companies Office known
as ‘Disclose’. The Disclose Register can be accessed
at www.business.govt.nz/disclose. A copy of the
information on the Disclose Register is also available
on request to the Registrar of Financial Service Providers
at registrar@fspr.govt.nz.
The information contained on the Disclose Register
includes copies of the Trust Deeds.
Refining NZ is subject to disclosure obligations in respect of
its shares listed on the NZX that requires it to notify certain
material information to the NZX for the purpose of that
information being made available to the market. Refining NZ’s
page on the NZX website, which includes information made
available under the disclosure obligations referred to above,
is available at www.nzx.com/companies/NZR.
The information contained on the NZX website includes market
announcements made by Refining NZ.
Further information on the Subordinated Notes can also be
found at www.refiningnz.com/investor-centre/notes.
In addition, further information required to be given by
Refining NZ under the Trust Deed may be requested from
Refining NZ by emailing corporate@refiningnz.com.
No fee will be charged for such information.
There is no public pool for the Subordinated Notes.
This means you can only apply for Subordinated Notes
through a Primary Market Participant or approved financial
intermediary. You must return a completed Application
Form (with payment) to the office of the Primary Market
Participant or financial intermediary in time to enable it to
be forwarded to the Securities Registrar before 5.00pm on
the Closing Date.
An application cannot be withdrawn or revoked by the
applicant once it has been submitted.
Additional instructions on how to apply for Subordinated
Notes are set out with the Application Form contained at
the back of this PDS.
Issuer
The New Zealand Refining Company Limited
Marsden Point
Whangarei
Phone: +64 9 432 5100
Email: corporate@refiningnz.com
Postal: Private Bag 9024
Whangarei 0148
Securities Registrar
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
Phone: +64 9 488 8777
Email: corporateactions@computershare.co.nz
Postal: Private Bag 92119
Auckland 1142
WHERE YOU CAN FIND
MORE INFORMATION
HOW TO APPLY
CONTACT
INFORMATION
11
1213
REFINING NZ
22

GLOSSARY
PRODUCT DISCLOSURE STATEMENT
23

$New Zealand dollars.
Anniversary DateEach anniversary of the First Interest Payment Date falling after the first Election Date
(1 March 2024) other than the second Election Date (1 March 2029).
Application FormThe application form contained at the back of this PDS relating to the Offer.
ArrangerFirst NZ Capital Securities Limited.
BookbuildThe process expected to take place on 29 November 2018 whereby certain parties lodge bids for
Subordinated Notes and, on the basis of those bids, Refining NZ and the Joint Lead Managers
will determine the Issue Margin used to determine the Initial Interest Rate.
Business DayA day (other than a Saturday or Sunday) on which registered banks are generally open for business
in Auckland and Wellington, except that in the context of the Listing Rules it means a day on which
the NZX Debt Market is open for trading.
Closing Date12 December 2018.
Deferred InterestMeans any interest deferred by Refining NZ in accordance with clause 5.3 of the Supplemental
Trust Deed.
Disclose RegisterThe online offer register maintained by the Companies Office known as ‘Disclose.’
Dividend StopperMeans each event set out in clause 5.6 of the Supplemental Trust Deed; which are summarised in
section 5 of this PDS (Key features of the Subordinated Notes).
Election Date 5 years (1 March 2024) and 10 years (1 March 2029) from the First Interest Payment Date.
Election ProcessMeans the election process summarised in section 5 of this PDS (Key features of the Subordinated
Notes) under that heading.
Election Process NoticeMeans the notice given by Refining NZ to Noteholders to initiate an election process.
Eligible HolderMeans, in respect of an Election Process, all Subordinated Noteholders other than
Ineligible Holders.
Event of DefaultMeans each event set out in clause 9 of the Master Trust Deed, which are summarised in section 5
of this PDS (Key features of the Subordinated Notes).
Extraordinary Resolution Means a resolution passed with the support of Subordinated Noteholders holding not less than
75% of the aggregate Principal Amount of Subordinated Notes held by those persons voting.
First Interest Payment Date1 March 2019.
FMCAFinancial Markets Conduct Act 2013.
Ineligible HoldersMeans, in summary, a Subordinated Noteholder:
• whose address in the register for the Subordinated Notes is a place outside New Zealand; or
• who Refining NZ believes may not be resident in New Zealand,
and where Refining NZ is not satisfied that the laws of the country in which Refining NZ believes
the Subordinated Noteholder is resident, permit the participation by the Subordinated Noteholder
in the Election Process.
Initial Interest RateThe initial rate of interest per annum payable on the Principal Amount of the Subordinated Notes
as announced by Refining NZ through NZX on or about 29 November 2018.
Inland RevenueThe New Zealand Inland Revenue Department.
Interest Payment Dates1 March and 1 September, in each year (or if that day is not a Business Day, the next Business Day)
until and including the Maturity Date, with the First Interest Payment Date being 1 March 2019.
Insolvency EventHas the meaning given to that term in clause 1.2 of the Supplemental Trust Deed.
Interest RateMeans:
(a) until the first Election Date, the Initial Interest Rate; and
(b) following the first Election Date, the interest rate notified in the most recent Election
Process Notice.
Issue Date14 December 2018.
Issue MarginThe margin determined by Refining NZ in conjunction with the Joint Lead Managers following the
Bookbuild for the Offer.
Joint Lead ManagersFirst NZ Capital Securities Limited, ANZ Bank New Zealand Limited, Bank of New Zealand,
and Forsyth Barr Limited.
Listing RulesThe listing rules applying to the NZX Debt Market, as amended from time to time.
REFINING NZ
24

Master Trust DeedThe master trust deed dated 20 November 2018 between Refining NZ and the Supervisor pursuant
to which certain debt securities may be issued (as amended or supplemented from time to time).
Maturity Date1 March 2034.
Negative Pledge DeedThe negative pledge deed originally dated 22 July 2003 (as amended and/or amended and restated
from time to time) entered into by Refining NZ.
New ConditionsThe terms and conditions for the Subordinated Notes following an Election Process.
NZXNZX Limited.
NZX Debt MarketThe debt security market operated by NZX.
NZX Main BoardThe equity security market operated by NZX.
OfferThe offer of Subordinated Notes made by Refining NZ under this PDS.
Opening Date30 November 2018.
Organising ParticipantFirst NZ Capital Securities Limited.
PDSThis product disclosure statement for the Offer dated 20 November 2018.
Processing AgreementEach processing agreement entered into between Refining NZ and one of its customers.
Primary Market ParticipantHas the meaning given to that term in the NZX Participant Rules as amended from time to time.
Principal Amount$1.00 per Subordinated Note.
Rate Set Date29 November 2018.
RedemptionMeans:
• the redemption of your Subordinated Notes by Refining NZ; or
• the purchase of your Subordinated Notes by Refining NZ (or its nominated purchaser)
if Refining NZ elects to purchase instead of redeem the Subordinated Notes.
Redeem, Redeemed, Redeeming and Redemption have corresponding meanings.
Redemption AmountThe Principal Amount of the Subordinated Notes plus Deferred Interest plus accrued but
unpaid interest.
Refining NZ or IssuerThe New Zealand Refining Company Limited.
Refining NZ GroupRefining NZ and all of its Subsidiaries, at that date.
Related PartyHas the meaning given to that term in the NZX Main Market / Debt Market Listing Rules as
amended from time to time.
Securities RegistrarComputershare Investor Services Limited.
ShareAn ordinary share in Refining NZ.
ShareholderA holder of a Share.
Subordinated Noteholder
or you
A person whose name is entered in the Register as a holder of a Subordinated Note.
Subordinated NotesThe notes constituted and issued pursuant to the Trust Deed and offered pursuant to this PDS.
SubsidiariesHas the meaning given to that term in the Financial Markets Conduct Regulations 2014.
SupervisorThe New Zealand Guardian Trust Company Limited or such other supervisor as may hold office
as supervisor under the Trust Deed from time to time.
Supplemental Trust DeedThe supplemental trust deed dated 20 November 2018 between Refining NZ and the Supervisor
constituting and setting out the terms of the Subordinated Notes (as amended or supplemented
from time to time).
Swap RateMeans the mid-market swap rate from a period equal to the period from the Issue Date to the first
Election Date, as calculated by Refining NZ in conjunction with the Joint Lead Managers on the
Rate Set Date.
Tax EventBroadly, a Tax Event will occur if there has been, or there will be, a change in New Zealand law
applying after the Issue Date, as a result of which:
• any interest payable on the Subordinated Notes, including interest which has been deferred,
is not, or will not be, fully deductible for the purposes of New Zealand income tax; or
• Refining NZ would be, or is likely to be, exposed to any other adverse tax consequences in
relation to the Subordinated Notes.
Trust DeedThe Master Trust Deed and where the context requires, includes the Supplemental Trust Deed.
PRODUCT DISCLOSURE STATEMENT
25

THIS PAGE IS INTENTIONALLY LEFT BLANK
REFINING NZ
26

SUBORDINATED NOTE
APPLICATION FORM
This Application Form (Application Form) is issued with the product disclosure statement dated 20 November 2018 (PDS) for an offer
of Subordinated Notes by The New Zealand Refining Company Limited (Refining NZ) to members of the public who are resident in
New Zealand and certain institutional investors (Offer).
You should read the PDS in full before completing this Application Form. A copy of the PDS and other useful information about the
Offer may also be obtained from www.business.govt.nz/disclose. Capitalised terms used in this Application Form have the meanings
given to them in the PDS.
The Closing Date for the Offer is expected to be 12 December 2018. Refining NZ may, in its absolute discretion, and without notice,
vary the timetable (including by opening or closing the Offer early). Refining NZ may also cancel the Offer at any time before the
Subordinated Notes are issued.
Please complete this Application Form and arrange with your financial adviser for your Application Form and payment to be received
by the Registrar, Computershare Services Limited, by 5.00pm on 12 December 2018.
PLEASE PRINT IN BLOCK LETTERS
A. APPLICANT DETAILS
First Name(s):Last Name:
First Name(s):Last Name:
First Name(s):Last Name:
Corporate Name,
Trust or <On Account>
(if applicable):
Postal Address:
Phone Number:Mobile:Daytime:
B. COMMON SHAREHOLDER NUMBER (CSN)
If you currently have a CSN or Holder Number, please enter it here:
Your details on this Application Form must match the details on your CSN. Otherwise, if you do not have a CSN, leave the boxes
blank and you will be allocated a new CSN and Authorisation code (FIN) if your application is accepted.
C. ELECTRONIC CORRESPONDENCE
To enable Refining NZ to provide you with your investor correspondence in relation to your holding of Subordinated Notes
electronically, please complete your email address below. If you do not provide an email address, investor correspondence will be
mailed to you at the postal address provided on this Application Form.
Email:
D. APPLICATION PAYMENT – IMPORTANT
Applications must be accompanied by payment in full, in New Zealand currency based on $1.00 per Subordinated Note.
Applications must be for a minimum of $5,000 and, thereafter, in multiples of $1,000. Refining NZ may accept or reject all or
part of this application without giving reason.
Principal amount of Subordinated Notes applied for (at an issue price of $1.00 per Subordinated Note): NZ$
Please make payment by only ONE of the options below by ticking the appropriate box (
ü)
Option 1:
Direct Debit
Direct debits allow Refining NZ or its agent to deduct money from your nominated bank account as
payment for the amount of Subordinated Notes applied for (or any lesser amount determined by Refining
NZ) on the date the Application Form is received by the Registrar or any day after that day. If you wish to
make payment by this method, please complete your account details below. By signing this Application
Form, the signatory agrees that Refining NZ, or its agent, is authorised to direct debit the bank account
in accordance with the terms specified in the PDS.
Name of Bank: Name of Account:

Bank/Branch Account No. Suffix
Option 2:
Cheque
Please find attached my/our cheque made payable to “Refining NZ Subordinated Note Offer” and crossed
“Not Transferable”.
Option 3:
NZClear System
Payment by NZClear members as arranged with the Registrar (authorised institutional investors only).
I/we have supplied my/our account details under Section E on the following page for the purpose of direct
crediting any future interest paid by Refining NZ.
NZClear Mnemonic:
BROKER
STAMP
Advisor code
Broker code

E. INTEREST AND MATURITY PAYMENTS
Select ONE of the options below by ticking the appropriate box (
ü)
Option 1: Direct credit to the New Zealand bank account nominated below.
If the account you wish to have your interest and repayment paid into is the same account you provided
in Section D for direct debit purposes you do not need to complete the bank details again.
Please pay my interest and repayments to the account provided in Section D for direct
debit purposes
OR Please pay my interest and repayments into the account nominated below.
Name of Bank: Name of Account:

Bank/Branch Account No. Suffix
Option 2: Direct credit to my cash management account.
Name of Primary Market Participant where cash management account held:
Cash management account client account number:
F. IRD NUMBER, WITHHOLDING TAX INFORMATION AND TAX RESIDENCY
IRD Number (only one IRD number is required in respect of a joint application):
--
Please select a resident withholding tax (RWT) rate by ticking the box (ü) next to your selected option
Deduct resident withholding tax from all my/our interest payments at the following rate (üonly one):
10.5%* 17.5% 28%** 30% 33% or Exempt***
* Only available for an individual that reasonably expects their income for the income year to be $14,000 or less and trustees of certain
testamentary trusts.
** Available for companies only.
*** If you are exempt from RWT, attach a copy of your RWT exemption certificate for noting.
If you are non-resident for New Zealand tax purposes, please select the options below by ticking the appropriate box (ü):
Are the Subordinated Notes held for the purposes of a business carried on in New Zealand through a fixed
establishment in New Zealand or are you a registered bank engaged in business in New Zealand through a
fixed establishment in New Zealand (if so please provide your IRD number and rate of RWT above):
Are the Subordinated Notes held jointly with a person that is resident in New Zealand for New Zealand tax
purposes (if so please provide the New Zealand resident’s IRD number and rate of RWT above):
Please provide your country of tax residency:
G. SIGNATURE(S) OF APPLICANT(S)
I/We hereby acknowledge that I/we have received and read the PDS, and apply for the New Zealand dollar amount of Subordinated
Notes set out in Section D and agree to accept such Subordinated Notes (or such lesser number as may be allotted to me/us) on,
and subject to, the terms and conditions set out in the PDS, the Trust Deed and this Application Form. All applicants on the
Application Form must sign.
Applications lodged by individuals must be signed personally or by their attorney or agent. If this Application Form is signed by an
attorney, the attorney must complete the certificate of non-revocation of power of attorney set out in the Application Form. If this
Application Form is signed by an agent, the agent must complete the certificate of agency set out in this Application Form.
Signature of Applicant:
Signature of Applicant:
Signature of Applicant:
Date:
H. SEND APPLICATION FORM AND CHEQUE (IF APPLICABLE) TO YOUR FINANCIAL ADVISER OR MARKET PARTICIPANT FROM
WHOM YOU RECEIVED THIS DOCUMENT – to be forwarded to, and received by, Computershare Investor Services no later
than 5.00pm on 12 DECEMBER 2018.
Yes No
Yes No

I. TERMS AND CONDITIONS
By submitting this Application Form, I/we agree that I/we:
(a) have received, read and understood the PDS;
(b) agree to subscribe for Subordinated Notes upon and subject
to the terms and conditions of the PDS, this Application Form
and the Trust Deed, the information in connection with the
Offer lodged on the Disclose Register and this Application
Form and I/we agree to be bound by the provisions thereof;
(c) declare that all details and statements made by me/us in this
Application Form are complete and accurate;
(d) certify that, where information is provided by me/us in this
Application Form about another person, I/we are authorised
by such person to disclose the information to Refining NZ
and the Registrar and to give authorisation;
(e) acknowledge that this Application Form was distributed with
the PDS;
(f) acknowledge that an application cannot be withdrawn or
revoked by the applicant once it has been submitted;
(g) acknowledge that Refining NZ reserves the right to decline
any application, in whole or in part, without giving any reason
and may decide not to accept any application whatsoever; and
(h) acknowledge that the Offer is only made in New Zealand and
to overseas institutional investors and by applying for the
Subordinated Notes, I/we agree to indemnify, among others,
Refining NZ, the Supervisor, the Joint Lead Managers and
their respective directors, officers, employees and agents in
respect of any loss, cost, liability or expense sustained or
incurred by any of them as a result of me/us breaching that
warranty or the selling restrictions applicable to the Offer of
Subordinated Notes which can be found in the PDS.
This Application Form, the Offer and any contract arising out of
its acceptance are each governed by New Zealand law. Under the
Anti-Money Laundering and Countering Financing of Terrorism
Act 2009, you may be required to produce evidence of your
identity. I/we agree that my/our financial adviser may provide
Refining NZ and its agents any information it has received (in
connection with this Offer or previously) to satisfy any such
obligations.
The information in this Application Form is provided to enable
Refining NZ and the Registrar to consider and process your
application, and to administer your investment, and to help
enable Refining NZ or the Registrar to comply with (or determine
what it needs to do to comply with) any applicable laws, rules or
regulations in New Zealand or any other country or the
requirements of any governmental, judicial or regulatory entity or
authority in any jurisdiction. By signing this Application Form, you
authorise Refining NZ and the Registrar to disclose information in
situations where Refining NZ or the Registrar are required or
permitted to do so by any applicable law or by a governmental,
judicial or regulatory entity or authority in any jurisdiction.
Personal information provided by you will be held by Refining NZ
and the Registrar at their respective addresses shown in section
13 (Contact information) of the PDS or at such other place as is
notified upon request. This information will be used for the
purpose of managing your investment. If you are an individual
under the Privacy Act 1993, you have the right to access
and correct any of your personal information. You can also
access your information on the Computershare website
(www.investorcentre.com/nz). You will be required to enter
your CSN and Authorisation code (FIN).

J. CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY
(Complete this section if you are acting on behalf of the Applicant on this Application Form for whom you have power of attorney)
I,(full name)
of(place and country
of residence),
(occupation),
CERTIFY
That by deed
dated
(date of instrument creating the
power of attorney),
of
(place and country of residence of
donor*),
(full name of person/body corporate
which granted the power of
attorney**)
appointed me(his/her/its) attorney;
THAT I have executed the application for Subordinated Notes printed on this Application Form under that appointment and pursuant
to the powers thereby conferred on me; and
THAT I have not received notice of any event revoking the power of attorney (***and to the best of my knowledge and belief no
such notice has been received by

(full name of body corporate holding power of attorney) or by any employee or agent of that body corporate).
Signed at:thisday of(month/year)
Signature of
agent:
* If donor is a body corporate, state place of registered office or principal place of business of donor and, if that is not in New Zealand, state the
country in which the principal place of business is situated.
** If donor is a body corporate, state place of registered office or principal place of business of donor and, if that is not in New Zealand, state the
country in which the principal place of business is situated.
*** Include if donor is a body corporate.
K. CERTIFICATE OF NON-REVOCATION OF AGENCY
(Complete this section if you are acting as Agent on behalf of the Applicant on this Application Form)
I,(full name)
of(place and country
of residence),
(occupation),
CERTIFY
That by deed
dated
(date of instrument creating the
agency),
(full name of person/body corporate
which appointed you as agent*)
appointed me(his/her/its) agent;
THAT I have executed the application for Subordinated Notes printed on this Application Form under that appointment and pursuant
to the powers thereby conferred on me; and
THAT I have not received notice of any event revoking my appointment as agent.
Signed at:thisday of(month/year)
Signature of
agent:
* If donor is a body corporate, state place of registered office or principal place of business of donor and, if that is not in New Zealand, state the
country in which the principal place of business is situated.

www.refiningnz.com

---

INDICATIVE
TERMS
SHEET
FOR AN OFFER OF UP TO
$75,000,000 OF UNSECURED,
SUBORDINATED NOTES

REFINING NZ
2
INDICATIVE TERMS SHEET FOR AN OFFER OF UP TO
$75,000,000 OF UNSECURED, SUBORDINATED NOTES
The indicative terms sheet (Terms Sheet) should be read together with the product disclosure statement (PDS) dated
20 November 2018 for the offer of unsecured, subordinated notes (Subordinated Notes) by The New Zealand Refining
Company Limited (the Offer). The PDS is available at www.business.govt.nz/disclose and can also be obtained from the
Joint Lead Managers or your usual financial adviser. Investors must obtain and read a copy of the PDS before they apply
for Subordinated Notes.
Capitalised terms used but not defined in the Terms Sheet have the meaning given to them in the PDS.
Issuer
The New Zealand Refining Company Limited (the Issuer or Refining NZ).
Instrument
Unsecured, subordinated notes.
Offer amount
Up to $75,000,000.
Target Investors
The Offer is open to investors resident in New Zealand and certain institutional investors.
Te r m
Approximately 15 years maturing on 1 March 2034, if not Redeemed prior to that date.
Election Dates
5 years (1 March 2024) and 10 years (1 March 2029) after the First Interest Payment Date.
Anniversary Date
Each anniversary of the First Interest Payment Date falling after the first Election Date
(1 March 2024) other than the second Election Date (1 March 2029).
Purpose of the Offer
To enable Refining NZ to repay a portion of existing bank debt and pay any associated costs of
the Offer. The Offer will also provide Refining NZ with diversification of funding sources and
greater financial flexibility.
Ranking of the
Subordinated Notes
The Subordinated Notes will be unsecured and will rank equally with all other Subordinated
Notes and behind all indebtedness of Refining NZ, other than indebtedness expressed to be
equal with or subordinated to the Subordinated Notes.
Interest Rate
The Subordinated Notes will pay a fixed rate of interest until the first Election Date.
The Initial Interest Rate will be set at the sum of the Swap Rate plus the Issue Margin, subject to
a minimum interest rate.
The Issue Margin will be determined by Refining NZ in conjunction with the Joint Lead Managers
following a Bookbuild process.
The minimum interest rate and indicative Issue Margin will be announced on or about
26 November 2018. The Initial Interest Rate will be announced by Refining NZ via NZX on or
about the Rate Set Date.
If Refining NZ runs an Election Process, a new Interest Rate may be set via that process.
Indicative Issue Margin
The Indicative Issue Margin will be announced via the NZX on or about the 26 November 2018.
Swap Rate
The mid-market swap rate from a period equal to the period from the Issue Date to the First
Interest Payment Date, as calculated by Refining NZ in conjunction with the Joint Lead Managers
on the Rate Set Date.
Interest Payment Dates
Interest shall be paid semi-annually in arrear on 1 March and 1 September in each year, with the
First Interest Payment Date being 1 March 2019. The first (short) interest payment will be made
to the initial subscriber.
Interest Deferral
Refining NZ may defer interest at any time at its discretion.
For the avoidance of doubt, Refining NZ is likely to defer interest in the event that:
(1) Refining NZ’s operating revenue from processing fees for that interest period is at the
pro rata fee floor level set under the Processing Agreements; or
(2) Refining NZ customer has terminated or given notice of termination of its Processing
Agreement with Refining NZ (and no replacement customer has been found); and
Refining NZ will defer interest in the event that:
(1) an event of default (however defined in any agreement for borrowed money indebtedness)
is continuing with respect of any borrowed money indebtedness of Refining NZ; or
(2) Refining NZ is insolvent.
Any Deferred Interest will also accrue interest at the Interest Rate compounding on each
following Interest Payment Date until paid.

Election Process
No less than 30 Business Days prior to an Election Date, Refining NZ will provide notice of its
election to either:
• Redeem the Subordinated Notes on the Election Date; or
• run an Election Process offering New Conditions.
If Refining NZ runs an Election Process, Noteholders can either:
• elect to continue to hold some or all of their Subordinated Notes subject to the
New Conditions; or
• elect for Refining NZ to Redeem some or all of their Subordinated Notes for cash
at the Redemption Amount.
The New Conditions may modify the conditions applying to the Subordinated Notes (including,
for example, the Interest Rate) but may not change the Maturity Date or Election Dates.
Noteholders who do not respond to an Election Notice will be deemed to have accepted the
New Conditions.
Dividend Stopper
Refining NZ will not be able to pay any dividend or make any other payments on or with
respect to Shares or other securities or indebtedness ranking equally with or subordinate
to the Subordinated Notes if and for so long as there is any unpaid or Deferred Interest,
without obtaining an Extraordinary Resolution of the Subordinated Noteholders.
Redemption Amount
Principal Amount of the Subordinated Notes plus any Deferred Interest plus accrued but
unpaid interest.
Change of Control Event
The occurrence of one or more of the following:
• an offer is made which would result in the offeror (and its associates) holding or controlling
more than 50% of the voting rights of Refining NZ and the offer has been accepted,
becomes unconditional and all regulatory approvals have been obtained; or
• any other circumstance or event arises which results in a person (and its associates) holding
or controlling more than 50% of the voting rights of Refining NZ.
If a Change of Control Event occurs then Noteholders have the right to elect that Refining NZ
must Redeem all of their Subordinated Notes at the greater of:
• the Redemption Amount; or
• the volume weighted average (excluding interest) price of the Subordinated Notes for the 20
Business Days preceding the date on which the Change of Control Event occurs plus accrued
interest.
Tax Event
A Tax Event will occur if there has been, or there will be, a change in New Zealand law applying
after the Issue Date, as a result of which:
• any interest payable on the Subordinated Notes, including interest which has been deferred,
is not, or will not be, fully deductible for the purposes of New Zealand income tax; or
• Refining NZ would be, or is likely to be, exposed to any other adverse tax consequences in
relation to the Subordinated Notes.
If a Tax Event occurs, Refining NZ may elect to Redeem all of your Subordinated Notes at the
Redemption Amount.
Redemption Election
on Anniversary Date
No less than 30 Business Days prior to an Anniversary Date, Refining NZ may, at its sole
discretion, provide notice of its election to Redeem all (but not some) of the Subordinated Notes
at the greater of:
• the Redemption Amount; and
• the volume weighted average (excluding interest) price of the Subordinated Notes for the
20 Business Days preceding the relevant Anniversary date, plus accrued interest.
Events of Default
The Supervisor may in its discretion, and must upon being directed to do so by an Extraordinary
Resolution of Subordinated Noteholders, declare the Subordinated Notes to be due and payable
at the Redemption Amount if one of the following Events of Default occurs:
• Refining NZ fails to pay the amount payable on Redemption when due, and that breach is not
fully remedied within 10 days of the due date for payment;
• Refining NZ fails to comply with the Dividend Stopper; or
• an Insolvency Event of Refining NZ occurs.
A failure to pay interest that has been deferred is not an Event of Default.
Listing
NZX Debt Market.
REFINING NZ
3

Early Bird Interest
Interest will be paid calculated on a daily basis at the Interest Rate on application money in
respect of accepted applications from and including the date that application money is received
into the bank account for the Offer until but excluding the Issue Date (“Early Bird Interest”). Early
Bird Interest will be paid as soon as practicable and in any event within 5 Business Days of the
Issue Date.
Refining NZ’s right
to purchase Notes
on a Redemption
For the avoidance of doubt, at any time that Refining NZ redeems the Subordinated Notes,
instead of redeeming the Subordinated Notes, it may elect to purchase the Subordinated Notes
itself (or by its nominated purchaser).
SELLING RESTRICTIONS
You may only offer for sale or sell any Subordinated Note in conformity with all applicable laws and regulations in any jurisdiction
in which it is offered, sold or delivered. The Offer is not open to any director, executive officer or senior manager of a company in
the Refining NZ Group or to any other Related Party.
Refining NZ has not taken and will not take any action which would permit a public offering of Subordinated Notes, or possession
or distribution of any offering material in respect of the Subordinated Notes, in any country or jurisdiction where action for that
purpose is required (other than New Zealand).
Any information memorandum, disclosure statement, circular, advertisement or other offering material in respect of the
Subordinated Notes may only be published, delivered or distributed in compliance with all applicable laws and regulations
(including those of the country or jurisdiction in which the material is published, delivered or distributed).
By subscribing for Subordinated Notes, each investor agrees to indemnify, among others, Refining NZ, the Supervisor, the
Arranger and the Joint Lead Managers and their respective directors, officers, employees and agents in respect of any loss, cost,
liability or damages suffered as a result of an investor breaching the selling restrictions referred to in this section.
REFINING NZ
4

---

OFFER OF
SUBORDINATED
NOTES
INVESTOR PRESENTATION
NOVEMBER 2018
Arranger and Joint Lead Manager:
Joint Lead Managers:

DISCLAIMER
This presentation has been prepared by The New Zealand Refining Company Limited (“Refining NZ”) in
relation to the offer (“Offer”) of unsecured, subordinated debt securities issued by Refining NZ
(“Subordinated Notes”). The Offer will be made under the simplified disclosure Product Disclosure
Statement dated 20 November 2018 (“PDS”) in accordance with the Financial Markets Conduct Act
2013 ("FMCA").
Information
The information in this presentation is provided for general information purposes only. This
presentation is not investment advice and has been prepared without taking into account your
investment objectives, financial situation or particular needs (including financial and taxation issues).
Investors should carefully read and consider the PDS in full and seek advice from their financial adviser
or other professional adviser before deciding to invest in the Subordinated Notes. Any decision by a
person to apply for the Subordinated Notes should be made on the basis of information contained in
the PDS, the register entry for the Offer, continuous disclosure announcements by Refining NZ and an
independent assessment as to whether to invest, and not in reliance on any information contained in
this presentation. Anyone wishing to acquire Subordinated Notes will need to complete the relevant
application form in the PDS during the Offer period. There is no public pool in the Offer for the
Subordinated Notes. All Subordinated Notes in the Offer will be reserved for subscription by clients of
the Joint Lead Managers, NZX Primary Market Participants and other persons invited to participate in
the bookbuild.
Forward-looking statements
This presentation may contain certain ‘forward-looking statements’ such as indications of, and
guidance on, future earnings and financial position and performance. Such forward-looking statements
are not guarantees or predictions of future performance and involve known and unknown risks and
uncertainties and other factors, many of which are beyond the control of Refining NZ, and may involve
significant elements of subjective judgement and assumptions as to future events which may or may
not be correct.
Forward looking figures in this presentation are unaudited and may include non-GAAP financial
measures and information. Not all of the financial information (including any non-GAAP information)
will have been prepared in accordance with, nor is it intended to comply with: (i) the financial or other
reporting requirements of any regulatory body; or (ii) the accounting principles generally accepted in
New Zealand or any other jurisdiction with IFRS. Some figures may be rounded and so actual
calculation of the figures may differ from the figures in this presentation. Non-GAAP financial
information does not have a standardised meaning prescribed by GAAP and therefore may not be
comparable to similar financial information presented by other entities. Non-GAAP financial
information in this presentation is not audited or reviewed.
Investment risk
Investments in the Subordinated Notes are an investment in Refining NZ and may be affected by the on-
going performance, financial position, solvency of Refining NZ, together with the risks identified in the
PDS.
Past performance
Past performance is not indicative of future performance and no guarantee of future returns is implied or
given.
Not an offer
This presentation is not a product disclosure statement, disclosure document or other offer document
under New Zealand law or under any other law. The distribution of this presentation, and the offer or
sale of Subordinated Notes, outside New Zealand may be restricted by law. Persons who receive this
presentation outside New Zealand must seek advice and observe all such restrictions. Nothing in this
presentation is to be construed as authorising its distribution, or the offer or sale of Subordinated Notes,
in any jurisdiction other than New Zealand and Refining NZ does not accept any liability in that regard.
Subordinated Notes may not be offered or sold, directly or indirectly, and neither this presentation nor
any other offering material may be distributed or published, in any jurisdiction except under
circumstances that will result in compliance with any applicable law or regulations. In addition, the Offer
is not open to any director, executive officer or senior manager of a company in the Refining NZ Group or
to any other Related Party (each as defined in the PDS).
Not financial product advice
This presentation is not, and does not constitute, financial advice, an offer to sell or the solicitation,
invitation or recommendation to purchase any securities and neither this presentation nor anything
contained herein shall form the basis of any contract or commitment.
Disclaimer
To the maximum extent permitted by law and subject to any liabilities that might arise under the FMCA,
neither Refining NZ, the Arranger, the Joint Lead Managers, or their respective affiliates, directors,
officers, partners, employees, advisers and agents of each of them, make any representation,
recommendation or warranty, express or implied, regarding the accuracy, adequacy, reasonableness or
completeness of, the information contained herein or in any further information, notice or other
document which may at any time be supplied in connection with the Subordinated Notes. Subject to any
obligations that may arise under the FMCA, neither Refining NZ, the Arranger or the Joint Lead Managers
accept any responsibility or obligation to inform you of any matter arising or coming to their notice, after
the date of this presentation, which may affect any matter referred to in this presentation. Capitalised
terms used in this presentation have the meanings given to them in the PDS. All amounts are expressed
in New Zealand dollars unless otherwise stated. To obtain a PDS, interested investors should contact
their financial adviser.
2

PRESENTING TODAY
SIMON ALLEN
CHAIRMAN
Over 30 years commercial experience in
the New Zealand and Australian Capital
Markets.
Chair of Crown FibreHoldings Limited,
and a Director of IAG New Zealand and a
Trustee of the Antarctic Heritage Trust.
MIKE FUGE
CHIEF EXECUTIVE
CEO (appointment effective 27 August 2018).
Previously held leadership roles with
Royal Dutch Shell, Genesis Energy
and Pacific Hydro.
DENISE JENSEN
CFO, COMPANY SECRETARY
Joined Refining NZ in 2005.
Chartered Accountant and a
Member of the Northland DHB.
3

CONTENTS
OVERVIEW OF THE OFFER
BUSINESS SUMMARY
FINANCIAL OVERVIEW
SUBORDINATEDNOTE OFFER
4

OVERVIEW
OF THE OFFER

OVERVIEW OF THE OFFER
IssuerThe New ZealandRefining Company Limited (“Refining NZ”)
Subordinated NotesUnsecured, subordinated notes (“Subordinated Notes”)
Issue SizeUp to $75,000,000
Purpose of the OfferNetproceeds of the Offer will be used to repay a portion of Refining NZ’s existing bank debt. This will provide Refining
NZ with diversification of funding sources and greater financial flexibility
TermApproximately 15 years (1 March 2034),with Election Dates five years (1 March 2024) and 10 years (1 March 2029),
afterthe First Interest Payment Date. Able to be called annually starting from 1 March 2024.
InterestFixed at the Initial Interest Rate until the firstElection Date
Subsequent Interest Rates to be set via Election Process
First short interest payment to the initial subscriber
Interest deferralRefiningNZ has the ability to defer interest at its discretion, and is likely to defer in certain circumstances as set out in
the key terms of this offer (discussed later in this presentation)
Dividend stopperRefiningNZ will not be able to pay any dividend or make any other payments on or with respect to Shares, other
securities or indebtedness ranking equally with or subordinate to the Subordinated Notes until all unpaid Deferred
Interest is paid, without obtaining an Extraordinary Resolution of the Subordinated Noteholders
QuotationNZXDebt Market under the ticker NZR010
Joint Lead ManagersFNZC, ANZ Bank New ZealandLimited, Bank of New Zealand, Forsyth Barr Limited
6

BUSINESS
SUMMARY

OVERVIEW OF REFINING NZ
Listed on the
Operates the multi-product
pipeline supplying Auckland
Only
oil
refinery
in New Zealand
with a market capitalisation
of ~NZ$735 million
[1]
NZX
Processes crude oil on behalf of
BP, Mobil and Z Energy
(who are shareholders) to produce
petrol, diesel, jet fuel, bitumen and other
by-products (a “tolling” operation); and
to import some finished product
Established 1961
396
employees
200
contractors
8
[1] As at 19 November 2018

KEY INFRASTRUCTURE ASSET
SuppliesAllof Auckland Airport’s
jet fuel demand via the Refinery to
Auckland pipeline
Supplies
of the country’s
refined fuel products
70%
% NZ FUEL
DEMAND
9
ANNUAL
PRODUCTION

BOARD AND SENIOR MANAGEMENT
CHAIRMAN
SIMON ALLEN
CHIEF PEOPLE
AND CAPABILITY
OFFICER
JOE AKARI
ENGINEERING
MANAGER
ROB BAXTER
CHIEF
FINANCIAL
OFFICER
DENISE JENSEN
CHIEF EXECUTIVE
MIKE FUGE
SUPPLY CHAIN
AND BUSINESS
OPTIMISATION
MANAGER
KEVIN STILL
CHIEF
DEVELOPMENT
OFFICER
JULIAN YOUNG
REFINING
MANAGER
PETER GUBB
10
COMMUNICATIONS
AND EXTERNAL
AFFAIRS
GREG MCNEILL
DEBI BOFFA
RICCARDO
CAVALLO
LINDIS JONES
VANESSA
STODDART
PAUL ZEALAND
MARK TUMEJAMES MILLER
Responsibility for HSSE is currently allocated to specific Leadership Team members, until Jack Stewart assumes full accountability for the HSSE Portfolio on 1 February 2019.

OUR STRATEGY
11
•Delivering the core business, “Earns the Right to Deliver
our Future and Explore New Boundaries”
•Five key strategies to “Earn the Right”
•Safety and wellbeing is a core value. We have
robust management systems in place to help keep
our people safe and the refinery running
•We understand our responsibility to minimise the
impact of our operations and have invested ~$24
million in environmental projects since 2014
•Our customer value proposition is based on price,
quality and reliability
•We maintain a relentless focus on ways to produce
more high-value products from every barrel
processed
•Culture, shared values and the development of our
people are core to our business

CONTINUED INVESTMENT IN WORLD-CLASS RELIABILITY
•The refinery produces high quality products
to earn a premium against Singapore
benchmarks and has a location freight
advantage
•History of investment:
•Capital projects to deliver volume growth
and increased profitability
•Energy saving projects to improve
competitiveness
•Well managed plant with plant reliability
•Potential opportunities identified to reduce
costs and increase margins
TE MAHI HOU
[1]
12
[1] TeMahi Houwas the project name given to the Company’s $425 million investment in its petrol making plant, a Continuous Catalytic Reformer, successfully commissioned in Q4/2015
[2]Year to date 30 June 2018, excluding extended shutdown
0.9%
0.9%
0.8%
1.4%
0.6%
1.1%
0.2%
0.3%
0.9%
0.6%
0.4%
0%
1%
1%
2%
2%
3%
3%
4%
4%
20082009201020112012201320142015201620172018
OPERATING RELIABILITY
UNPLANNED DOWNTIME (%)
[2]

SIGNIFICANT MAINTENANCE SHUTDOWN COMPLETED
•Total Refinery Shutdown completed
in June 2018:
•One-in-fifteen year event
•Major re-life of the plant
•Complex brownfield retrofits
•Hydrogen Manufacturing Unit
•Mid-section replacement –High
Vacuum Unit
•Financial
•$107 million capital invested
•~$60 million 1H18 processing
fee impact
13

PROCESSING AGREEMENTS
•Processing Agreements
•“Evergreen” contracts in place since 1995, which
continue unless:
•renegotiated or terminated by mutual
consent, or
•by a customer on one year’s notice.
•Determines processing fees based on feedstocks
processed and products produced
•Aligns interests of the company and its customers
•Processing fee based on gross refining margin
•Linked to global refining margins to ensure
international competitiveness
•Contains a Fee Floor and a Margin Cap.
Floor invoked twice since 1995
•Regular, independent reviews to ensure
“fair and reasonable” to all shareholders
14
0
2
4
6
8
10
12
14
16
959697989900010203040506070809101112131415161718
GRM US$/bbl
0
2
4
6
8
10
12
14
16
959697989900010203040506070809101112131415161718
GRM US$/bbl
Cap
FY
margin
HY
margin
Floor
Golden ageof
refining
GFC
Ageof
overcapacity
Gasoline
alley

STRONG CASH GENERATION
•Average annual cash from operations of
~$135 million over last 10 years
•Cash flow has funded two significant
capital projects:
•2015 TeMahi Hou$425 million
[1]
•2009 Point Forward $191 million
[2]
•Dividends paid of $409 million over last
10 years
[1] TeMahi Houwas the project name given to the Company’s $425 million investment in its petrol making plant, a Continuous Catalytic Reformer. Total investments of $425 million includes
front end engineering and capitalised interest
[2] Point Forward Project debottlenecked the refinery’s number 1 Crude Distilling Unit, increasing the units’ throughput capacity. The refinery now has a processing capacity of around 135,000
barrels per day
15
0
2
4
6
8
10
12
14
16
0
50
100
150
200
250
300
959697989900010203040506070809101112131415161718
GRM US$/bbl
NET CASH FROM
OPERATIONS NZ$M
Golden ageof
GFCAgeof
Gasoline

OWNER OF CRITICAL FUEL DISTRIBUTION INFRASTRUCTURE
•170km Refinery to Auckland pipeline:
•Critical distribution asset supplying growing Auckland market
•Transports 52% of New Zealand’s fuel demand
•Supplies all of Auckland Airport’s jet fuel
•RNZ charges a fee per barrel transported
•Increasing pipeline capacity:
•Three stage project delivering additional 15% capacity
(two stages complete; stage 3 in engineering development)
•Longer-term, additional 40% capacity increase considered
possible
16

GROWTH IN ASIA PACIFIC FUEL DEMAND SUPPORTS RNZ MARGINS
•Refining margins are driven by fuel
demand and refining capacity
•Fuel demand expected to outpace
refinery capacity additions for the
foreseeable future
•Refining capacity additions and
retirements “locked in” to early 2020s
•Caveat -IMO
[1]
switch from high sulphur
fuel oil to low sulphur fuel oil for ships’
bunkers in 2020
Asia net capacity additions vs. oil product demandgrowth
Incremental Crude Distillation Unit capacity
Incremental refinery product demand
Source: FACTS Global Energy (July 2018)
[1] International Marine Organisation
17
-600
-400
-200
0
200
400
600
800
1,000
1,200
2013201420152016201720182019202020212022
kb/d

GROWTH FOCUS
TE MAHI HOU
BIO-FUELS
•RNZ constantly identifies projects to improve
margins and efficiency
•History of successful short payback projects (hydrogen
optimisation, additional nitrogen storage, variable speed drive
on a key compressor in 1H18)
•Three projects under development to support margin
growth in the near term
•RNZ sees opportunities to grow even in a carbon
constrained world
•Energy savings can be significant
[1]
•Bio and hydrogen fuels will have a future
18
PIPELINE
CAPACITY
SULPHUR
FORMING
NearTerm
Longer term
BIO-FUELS
[1] The Company’s investment in a new Continuous Catalytic Reformer (the TeMahi Hou) project resulted in a CO2 reduction of 120,000 t/y
HYDROGEN
DREDGING

FINANCIAL
OVERVIEW

PROVEN RECORD OF STRONG RESULTS
20
•Strong macro continues
•Revenue and EBITDA uplifts
in the recent 4 years
•TMH commissioned in
November 2015
•1H2018 impacted by Total
Refinery Shutdown (TRS)
Post TMH
0
100
200
300
400
500
20082009201020112012201320142015201620172018 HY
NZ$ million
EBITDA AND REVENUE
EBITDARevenueTRS impact

•FY17 NPAT +65%
•FY17 EBITDA +32%
PROVEN RECORD OF STRONG RESULTS
(Group)HY2018
$M
FY2017
$M
FY2016
$M
Refining revenue119364307
Distribution and other
revenue
295147
Cash costs(99)(194)(187)
EBITDA49221167
Depreciation and disposal
costs
(46)(96)(87)
Net financecosts(7)(14)(16)
Income tax1(32)(17)
Net profit after income
tax
(3)7947
•GRM: US$8.02 (FY16: US$6.47)
•Unplanned downtime FY17: 0.6%
(FY16: 0.85%)
•One-off pipeline costs
($6m in FY17 and $2m in HY18)
21
•HY18 EBITDA TRS impact ~$60m
•FY17 Refining revenue +19%

CASH GENERATIVE BUSINESS
(Group)HY2018
$M
FY2017
$M
FY2016
$M
Operating activities35198128
Investingactivities(110)(95)(81)
Free Cash Flow
[1]
(75)10347
Borrowings102(49)19
Dividends(38)(38)(72)
Net decrease in cash
and cash equivalents
(11)(16)(6)
•Investment in:
•Growth projects –HY18: $10m, FY17: $16m
•Maintenance shutdown (incl. catalysts) in HY18 –
$98m
•Financing:
•Debt temporarily increased due to TRS
[2]
•Dividends of $56m paid for FY17
22
•Recently revised dividend policy of 80% of free
cash flow
[3]
•Strong refining margins led to 55% uplift in
FY17 operating cash flow
•Although HY18 margins impacted by TRS
[2]
,
margin fundamentals remained strong
[1] Net Cash from Operating Activities less capital spend
[2] Total Refinery Shutdown
[3] For our dividend policy refer to www.refiningnz.com/investor-centre/dividends/

ROBUST BALANCE SHEET
* Subject to final Board approval
(Group)HY2018
$M
FY2017
$M
FY2016
$M
Cash and cash equivalents7182
Other current assets
[1]
113160145
Current assets120178147
Non-currentassets
[2]
1,2301,1551,143
Assets1,3501,3331,290
Bank borrowings50-69
Other current liabilities
[3]
153195155
Current liabilities203195224
Bank borrowings222170150
Other non-current
liabilities
[4]
173175164
Non-current liabilities395345314
Liabilities598540538
Net assets / Equity752793752
[1]Include Trade and other receivables, Derivative financial instruments, and Inventories
[2]Include Property, plant and equipment, Intangibles and Inventories
[3]Include Trade and other payables, Income tax payable, Finance lease liabilities, Employee
benefits and Derivative financial instruments
[4]Includes Deferred tax liabilities, Employee benefits, Restoration provision,
Derivative financial instruments and Finance lease liabilities
•Low working capital requirements as a ‘toll refiner’
•Current assets and liabilities include excise duty
(2018: $96m, 2017: $130m, 2016: $106m)
•Net tangible assets per security $2.41
(2017: $2.54, 2016: $2.43)
•Net gearing of 26% in HY18 due to TRS, and 16% in
FY17 (long–term target gearing ~20%)
•Current debt/2017 EBITDA: 1.2x (2017: 0.8x)
23

SUBORDINATED
NOTE OFFER

PURPOSE OF THE OFFER
•Seeking to raise up to $75 million of
Subordinated Notes
•Net proceeds to be used to pay down
a portion of existing bank debt
•Achieving:
•Diversification of funding –27.5% of
drawn debt
[1]
from non-bank funding
•Extended tenor –weighted average
debt facilities maturity 4.3 years
[2]
(from 1.9 years)
•Increased flexibility following
Subordinated Note issue
Debt Profile Following Subordinated Note Issue
[1] Total bank borrowings at 30 June 2018: $272 million
[2] Based on Subordinated Note maturity on 1 March 2034 and calculated as of Issue Date
25

KEY TERMS
SummaryDetail
IssuerThe New Zealand Refining Company Limited
DescriptionUnsecured,subordinated notes
Offer AmountUp to $75,000,000
TermApproximately 15 years, maturing on 1 March 2034 if not Redeemed prior to that date
Election Dates5 years (1 March 2024) and 10 years (1 March 2029) after the First Interest Payment Date
Interest RateTheSubordinated Notes will pay a fixed rate of interest until the first Election Date.
Paid semi-annually in arrear (to fit with bi-monthly Processing Fee cycle)
First (short) interest payment to the initial subscriber
Note: Full details of the Offer are contained in the PDS
26

KEY TERMS(CONTINUED)
SummaryDetail
Election ProcessNo less than 30 Business Days prior to an Election Date, Refining NZ will provide notice of its election to either:
•Redeem the Subordinated Notes on the Election Date; or
•Run an Election Process and offer New Conditions.
If Refining NZ runs an Election Process, Subordinated Noteholders will be able to choose to hold some or all of their Subordinated Notes on
the New Conditions or elect that Refining NZ Redeem some or all of their Subordinated Notes
Early RedemptionThe Subordinated Notes will be Redeemed prior to the Maturity Date:
•at Refining NZ’s election on an Election Date or on an Anniversary Date;
•at Refining NZ’s election if a Tax Event occurs;
•following an Event of Defaultat the option of the Supervisor, or if directed by an Extraordinary Resolution of Subordinated Noteholders; or
•at the option of an individual Subordinated Noteholder after a Change of Control Eventor after an Election Process.
Minimum Application
Amount
$5,000 and multiples of$1,000 thereafter
Brokerage0.75%brokerage plus 0.50% commitment fee
Early Bird InterestPayable at the Interest Rate
QuotationNZX Debt Market under the ticker code NZR010
Credit RatingRefiningNZ and the Subordinated Notes are unrated
Note: Full details of the Offer are contained in the PDS
27

INTEREST DEFERRAL
SummaryDetail
Interest DeferralRefining NZ may defer the payment of interest at any time at its discretion.
For the avoidance of doubt payment of interest is likelytobe deferred if:
1.Refining NZ’s operating revenue from processing fees for that interest period is at the pro rata floor level set in the Processing
Agreements; or
2.Refining NZ customer has terminated or given notice of termination of its Processing Agreement with Refining NZ (and no replacement
customerhas been found).
Paymentof interest will be deferred if:
1.An event of default (however defined in any agreement for borrowed money indebtedness)is continuing with respect to any borrowed
money indebtedness of Refining NZ; or
2.Refining NZ is insolvent.
Any deferred interest will accrue interest on it at the Interest Rate until paid.
Dividend StopperRefining NZ will not be able to pay any dividend or make any other payments on or with respect to Shares, other securities orindebtedness
ranking equally with or subordinate to the Subordinated Notes until all unpaid Deferred Interest is paid, without obtaining an Extraordinary
Resolution of the Subordinated Noteholders.
Note: Full details of the Offer are contained in the PDS
28

ELECTION PROCESS
Refining NZ
decides whether
to Redeem all
Subordinated
Notes or run an
Election Process
Election Process Notice
Refining NZ sends you an
Election Process Notice
specifying the New
Conditions to apply to
Subordinated Notes from
the Election Date
Response Cut-Off Date
Subordinated Note-holders
elect to Redeem or continue
to hold some or all of their
Subordinated Notes subject
to the New Conditions (or
they do not make an
election)
Redemption Notice
Refining NZ gives notice of
intention to Redeem
Option 2
Subordinated Note-
holders elect to hold
some or all of their
Subordinated Notes or
they do not
make an election
Option 1
Subordinated Note-
holders elect to
Redeem some or all
of their Subordinated
Notes
Subordinated Note-
holders continue to
hold those
Subordinated Notes,
subject to the New
Conditions
Those Subordinated
Notes are Redeemed
by Refining NZ
Refining NZ
decides to
run an
Election
Process
Refining NZ
decides to
Redeem
All Subordinated
Notes are Redeemed
No less than
30Business
Days before
Election Date
No less than
15Business
Days before
Election Date
29

KEY DATES
[1] If any date on which interest payment is due to be made is not a Business Day,payment shall instead be made on the next Business Day. Interest payments may be deferred at Refining NZ’s discretion, as described in the PDS.
[2] The Subordinated Notes may Redeem before the Maturity Date in some circumstances, as described in the PDS
Note: Full details of the Offer are contained in the PDS
Minimum interest rate and indicative issue margin announcedOn or about 26 November 2018
Rate Set Date29 November 2018
Opening Date30 November 2018
Closing Date12 December 2018
Issue Date and Allotment Date14 December 2018
Expected date of initial quotation and trading of the Subordinated Notes on the NZX Debt Market17 December 2018
Interest Payment Dates1 March and 1 September each year [1]
First Interest Payment Date1 March 2019
Election Dates1 March 2024 and 1 March 2029
Maturity Date1 March 2034 [2]
30

Q&A

---

Port Marsden Highway
Ruakaka
New Zealand 0171
T: +64 9 432 8311
E: corporate@refiningnz.com



20 November 2018












Dear shareholder,

Refining NZ launches subordinated note offer

The New Zealand Refining Company Limited (“NZR”) has announced today that it is making an offer of
unsecured, subordinated, fixed rate notes (“Subordinated Notes”). The term of the Subordinated Notes will
be for approximately 15 years (1 March 2034), with Election Dates five years (1 March 2024) and 10 years (1
March 2029) after the first interest payment date.

Under the offer (“Offer”), NZR is seeking to raise up to $75 million of Subordinated Notes. The Offer is
expected to open on Friday, 30 November 2018, and is expected to close on Wednesday, 12 December
2018 at 5pm (New Zealand time).

An announcement of the interest rate for the Subordinated Notes for the initial period will be made following
the bookbuild process, which is expected to be completed on Thursday, 29 November 2018.

The Subordinated Notes are expected to be quoted on the NZX Debt Market.

The net proceeds of the Offer are expected to be applied towards repaying a portion of Refining NZ’s
existing bank debt. The Offer will also provide Refining NZ with diversification of funding sources and greater
financial flexibility.

Full details of the Offer are included in the product disclosure statement, which can be downloaded at the
link below:

https://www.refiningnz.com/investor-centre/notes

There is no public pool for the Subordinated Notes. If you would like advice in respect of participating in the
Offer or additional information, we suggest that you contact your financial adviser or one of the joint lead
managers of the Offer listed below.

ANZ Bank New Zealand Limited 0800 269 476
Bank of New Zealand 0800 284 017
First NZ Capital Securities Limited 0800 005 678
Forsyth Barr Limited 0800 367 227

For more information on the Offer, please visit our website: https://www.refiningnz.com/investor-centre/notes


Kind regards,




Simon Allen
Chairman, The New Zealand Refining Company Limited