Notice of Annual Shareholders’ Meeting 2019

REFINING NZ
NOTICE OF ANNUAL
SHAREHOLDERS’ MEETING 2019
2.00PM, FRIDAY 12 APRIL 2019
SOUTH STAND LEVEL 4 LOUNGE
EDEN PARK, AUCKLAND

Notice is hereby given that the fifty-eighth Annual Shareholders’ Meeting of The New Zealand
Refining Company Limited (“Company” and “Refining NZ”) will be held at South Stand
Level 4 Lounge at Eden Park in Auckland, on Friday, 12 April 2019 commencing at 2:00pm.
Shareholders are invited to join the Directors for afternoon tea following the meeting.
BUSINESS
PRESENTATIONS
(a) Chairman’s Address;
(b) Chief Executive Officer’s Review;
(c) Statutory Accounts and Reports for the Financial Year Ended 31 December 2018.
To receive and consider the Annual Report, including the Financial Statements and the Auditor’s
Report, for the year ended 31 December 2018.
RESOLUTIONS
Item 1: Auditor’s fees and expenses
To consider and, if thought fit, to pass the following ordinary resolution:
“That Directors be authorised to fix the fees and expenses of PricewaterhouseCoopers
as auditors to the Company for the financial year ending 31 December 2019.”
Item 2: Re-Election of Directors
In accordance with Clause 8.9 of the Constitution, Mr R. Cavallo and Mr P. A. Zealand
retire by rotation and, being eligible, offer themselves for re-election. Under Clause 8.8
of the Constitution, Mr J. B. Miller was appointed by the Directors to fill the vacancy
created by the resignation of Mr M. Tume and, being eligible, offers himself for election.
Accordingly, it is proposed that the shareholders consider and, if thought fit, pass the
following ordinary resolutions for the purposes of NZX Main Board Listing Rules 3.3.6
and 3.3.11:
2(a) Re-election of Mr R. Cavallo as a Director of the Company.
“That Mr R. Cavallo, who retires by rotation in accordance with clause 8.9 of the
Constitution, be re-elected as a Director of the Company.”
2(b) Re-election of Mr P.A. Zealand as a Director of the Company.
“That Mr P. A. Zealand, who retires by rotation in accordance with clause 8.9 of the
Constitution, be re-elected as a Director of the Company.”
2(c) Election of Mr J.B. Miller as a Director of the Company.
“That Mr J. B. Miller be elected as a Director of the Company”.
Item 3: Amendments to the Constitution
To be resolved as a special resolution: “That the existing Constitution of the
Company be revoked and a new Constitution in the form tabled at the meeting and
signed by the Chairperson for the purpose of identification be adopted with effect from
1 July 2019 or such earlier date notified through NZX by the Company”.
By Order of the Board
D. M. Jensen
Company Secretary
14 March 2019
ITEM 2(a)
RE-ELECTION OF MR R. CAVALLO
ME CHEM. ENG.
RICCARDO CAVALLO
ME Chem. Eng.
Term of Office:
Appointed a Director on 11 April 2017 and last re-elected at
the 2017 Annual Meeting.
Board Committees:
Member of the Health, Safety, Environment and Operations
Committee.
Riccardo Cavallo is the Manager of Refining for ExxonMobil’s
Australia and New Zealand operations. He joined ExxonMobil
in 2001 and has held several positions at different sites
with responsibilities in Manufacturing and Operations in
Italy, the United Kingdom and Australia. He is a Director of
ExxonMobil Australia Pty Limited, Mobil Oil Australia Pty
Limited, Vacuum Oil Australia Proprietary Limited and of the
Australian Institute of Petroleum. He is the Chairman and
Director of Mobil Refining Australia Pty Limited. Mr Cavallo
is not an Independent Director as defined in the NZX Main
Board Listing Rules.
The re-election of Mr Cavallo as a Director of the Company
is unanimously endorsed by the Board.
PricewaterhouseCoopers (PwC) is the current auditor
of the Company. Under the Companies Act 1993, a
company’s auditor is automatically reappointed unless the
shareholders resolve to appoint a replacement auditor or
certain other specified reasons exist for the auditor not to
be reappointed.
However, notwithstanding the automatic reappointment
of an auditor under the Companies Act 1993, the auditor’s
fees and expenses must be fixed by the Company at
the annual meeting, or in the manner that the Company
determines at the annual meeting.
Therefore, shareholders are being asked to resolve that
the Directors be authorised to fix the fees and expenses of
PwC for the audit of the Company’s financial statements
for the year ending 31 December 2019.
EXPLANATORY NOTES
Auditor ’s fees
and expenses
Re-election of
Directors
AGENDA
ITEM
1
AGENDA
ITEM
2

ITEM 2(b)
RE-ELECTION OF MR P. A. ZEALAND
BSc (Hons), MBA
PAUL ZEALAND
BSc (Hons), MBA
Term of Office:
Appointed a Director on 29 August 2016 and last re-elected
at the 2017 Annual Meeting.
Board Committees:
Chair of the Health, Safety, Environment and Operations
Committee and a member of the Audit, Risk and Finance
Committee, the Independent Directors Committee and
the Remuneration and Nominations Committee.
Paul Zealand is a Professional Director. He is a Director of
Genesis Energy in New Zealand, and Lochard Energy in
Australia. He was previously CEO of Upstream for Origin
Energy, Country Chairman for Shell New Zealand, and
has held executive positions in Shell companies in UK,
Netherlands, New Zealand and Australia. Mr Zealand is an
Independent Director as defined in the NZX Main Board
Listing Rules.
The re-election of Mr Zealand as a Director of the Company
is unanimously endorsed by the Board.

ITEM 2(c)
ELECTION OF MR J. B. MILLER
BCom, FCA
JAMES MILLER
BCom, FCA
Term of Office:
Appointed a Director on 1 November 2018.
Board Committees:
Chairman of the Audit and Risk and Finance Committee,
and a member of the Health, Safety, Environment and
Operations Committee and the Independent Directors
Committee.
James Miller has 15 years’ experience in capital markets
and has held Board and leadership positions at Craigs
Investment Partners and ABN AMRO. He has also had
extensive experience in the downstream energy sector.
James is chair of NZX Limited, and a Director of Accident
Compensation Corporation and Mercury NZ Limited.
He was a Director of Auckland International Airport,
an inaugural Director of the Financial Markets Authority,
previously a Director of Vector, and a member of the INFINZ
and Financial Reporting Standards Board. James is a Fellow
of the Chartered Accountants Australia and New Zealand
and the Institute of Finance Professionals. Mr Miller is an
Independent Director as defined in the NZX Main Board
Listing Rules.
The election of Mr Miller as a Director of the Company
is unanimously endorsed by the Board.
Introduction
The NZX Listing Rules have been amended by NZX
following their review in 2018. The new NZX Listing Rules
came into effect on 1 January 2019, subject to a six month
transitional period. They will apply to the Company from
1 July 2019, or an earlier date if the Company elects to do
so. The Company is therefore updating the Constitution to
reflect the new NZX Listing Rules. The Company is also
taking this opportunity to update the Constitution for new
provisions of the Companies Act 1993 and the Financial
Markets Conduct Act 2013.
If approved by shareholders, the amendments will take
effect on 1 July 2019 or any earlier date that the Company
elects, by one week’s notice on the NZX.
A copy of the existing Constitution, a clean copy of the
proposed new Constitution and a marked up copy showing
all changes to the existing Constitution by the proposed
new Constitution may be viewed on the Company’s
website: www.refiningnz.com. The NZX Listing Rules may
be viewed on the NZX website: www.nzx.com.
A general description of the key changes made is
now set out.
New defined terms
Some of the terms in the Constitution are defined by
reference to the definition of those terms in the Listing
Rules. Other than minor tidy up changes, the following
terms in the Constitution have been updated to reflect the
defined terms used in the new Listing Rules:
• “Financial Product” – the new Listing Rules no longer
use the term “Securities”. Accordingly, the Constitution
has been updated to replace references to “Securities”
with “Financial Products”.
• “MAP” – this refers to the Market Announcement
Platform (MAP) used by NZX and was not previously
a defined term in the Listing Rules, but is now.
Part II – The Act and the Rules
Part II of the Constitution has been updated to reflect minor
changes to the language used in the new Listing Rules.
The changes made to Part II do not change the effect of
those provisions.
Clause 4.13 – Minimum Holdings
Clause 4.13 has been updated to reflect the change
in terminology used in the new Listing Rules. There is
no change to the Company’s powers in respect of
minimum holdings.
Clause 5.2 – Stock Exchange Transfers (previously,
Securities Transfer Act)
Clause 5.2 has been updated to reflect the repeal of
the Securities Transfer Act 1991 by provisions in the
Financial Markets Conduct Act 2013. There is no
change to shareholders’ ability to transfer shares on
the stock exchange.
Clause 7.5 – Shareholders entitled to notice of meeting
Clause 7.5 has been updated to reflect the language used in
the new Listing Rules. There is no change to a shareholder’s
right to receive a notice of meeting or attend that meeting.
Clause 7.6 – Notice of meeting
Clause 7.6 has been updated to reflect requirements of
the NZX Corporate Governance Code such that notice of
shareholders’ meetings are sent out 20 Business Days
before the meeting.
Clause 7.7 – Contents of notice
Clause 7.7 has been updated to reflect:
• the requirement in the Companies Act 1993 for a
notice of meeting (which contains resolutions relating
to certain amendments to the constitution or the
approval of a major transaction) to contain a statement
regarding shareholder’s minority buy-out rights; and
• the permitted use of electronic communications.
Clause 7.9 – Proxies and corporate representatives
Clause 7.9 has been updated to reflect changes to the
language used in the new Listing Rules. The changes do
not affect the right to appoint a proxy.
Clause 7.15 – Voting restrictions
The following changes have been made to Clause 7.15:
• Clause 7.15.1 (Proportional vote when amount owing
on Financial Product) has been updated to directly
reflect the language used in the Listing Rules. There is
no change to shareholders’ voting rights.
• Clause 7.15.6 (Meeting not void) has been updated to
simplify the language used in that Clause but the effect
of the Clause remains the same.
Clause 7.16.3 – Service of notices overseas
Clause 7.16.3 has been deleted as the service of notices
overseas is already covered by Clause 7.7.3.
Adoption of new
Constitution
AGENDA
ITEM
3

VENUE AND PARKING
Refining NZ’s Annual Meeting will be held at:
South Stand Level 4 Lounge, Eden Park, Gate F
42 Reimers Ave, Kingsland, Auckland
• Free parking is available in area P5 off
Reimers Ave
• Security will assist with directing you to the
nearest available car parking spaces
• Enter Eden Park via Gate F
• Take the lift to Level 4
• Enter the South Stand Level 4 Lounge
Clause 7.17 – Polls
Clause 7.17 has been updated to reflect the requirement in
the new Listing Rules that, while the Company is Listed,
voting at a meeting of Financial Product Holders must be
conducted by poll. Although this is a new requirement in
the Listing Rules, it does not change the current practice
of the Company.
Clause 8.5 – Timing of Determination
Clause 8.5 has been updated to reflect a change in the
language used in the new Listing Rules requiring the
Board to make a determination as to whether a Director
is independent and release that determination through
MAP no later than 10 Business Days after a Director’s
initial appointment. The Listing Rules previously required
such determination and announcement to be made and
released to the market no later than 10 Business Days
following a Director’s appointment (by the shareholders
or the Board, as applicable) unless such disclosure was
already made in the most recently published annual report
in the case of shareholder appointment and in any event,
that determination must have been made prior to the
publication of the annual report.
Clause 8.9 – Rotation of Directors
Clause 8.9 has been updated to reflect the rotation
requirements in the new Listing Rules. The new Listing
Rules now require that a Director must not hold office
(without re-election) past the third annual meeting following
that Director’s appointment or three years, whichever is
longer. Previously, the Listing Rules required one third of
Directors to retire from office. Clauses 8.9.2 to 8.9.5 have
been deleted as they are no longer applicable given the
changes to the rotation requirements under the new Listing
Rules.
Clause 8.13 – Nominations and voting
Clause 8.13 has been updated to reflect tidy up changes
made to Listing Rules. This Clause was previously covered
by Listing Rule 3.3.5 which has now been separated out
into new Listing Rules 2.3.1, 2.3.2 and 7.8.3. Other than as
set out below, the changes to the nomination process are
to reflect a tidy up:
• New Clause 8.13.2(c) has been updated to reflect that
a person can now be restricted from being nominated
as a Director “if applicable legislation restricts who may
be a Director”.
• New Clauses 8.13.2(e)(iii) and (iv) are new provisions
in the new Listing Rules which prescribe additional
information that must now be included in a notice
of meeting which considers a resolution for the
appointment, election or re-election of a Director,
being:
– an outline of the candidate’s experience (including
specific details of relevant roles and organisations
and, if relevant, the qualifications of the candidate,
to the extent such information is available to the
Company after making due inquiries; and
– any other information that the Board considers may
be useful to provide to a financial product holder.
REIMERS AVE
SOUTH STAND
EAST STAND
WEST STAND
ASB STAND
SANDRINGHAM RD
NEW NORTH ROAD
WALTERS RD
CRICKET AVE
RALEIGH ST
BELLWOOD AVE
BUSES
F
P5
G
H
E
D
C
B
A
TRAINS
Eden Park is well served by rail and bus services.
Kingsland train station is immediately opposite
Eden Park. For full route, timetable and fare
information call Auckland Transport’s Contact
Centre on 09 366 6400 or 0800 10 30 80
or visit Auckland Transport online at
www.at.govt.nz/bus-train-ferry
Clause 8.16 – Directors’ remuneration
Clause 8.16 has been updated to reflect a change in the
language used in the new Listing Rules. There has been no
change to the process relating to the approval of Directors’
remuneration.
Clause 8.17 – Transactions involving Directors’
self interest
Clause 8.17 has been updated to reflect a change in the
language used in the new Listing Rules. There has been no
change to the requirements regarding interested Directors.
Clause 9.3 – Insurance
Clause 9.3 has been updated to reflect the wording in
the Companies Act 1993. There has been no change in
substance to this Clause.
Clause 11.1 – Accounts to be kept
There has been no change to the Company’s substantive
requirements to keep accounting records. Clause 11.1
has only been updated to reflect the new legislation
now covering these matters.
Clause 13 – Liquidation
Clause 13 has been updated to reflect a change in the
language used in the Companies Act 1993. There has
been no change in substance to this Clause.
PROCEDURAL NOTES
PERSONS ENTITLED TO VOTE
The persons who will be entitled to vote at the Meeting
are those persons (or their proxies or representatives)
registered as holding Ordinary Shares on the Company’s
share register at 2:00pm on Friday, 12 April 2019.
PROXIES
A shareholder of the Company entitled to attend and vote
at the Meeting is entitled to appoint a proxy to attend and
vote instead of the shareholder. A proxy need not be
another shareholder of the Company. A shareholder may
appoint “The Chairman of the Meeting” as Proxy. The
Chairman intends to vote any undirected proxies held by
him in favour of resolutions 1, 2(a), 2(b), 2(c) and 3.
A Proxy/Voting Form is enclosed with this Notice of
Meeting. If used to appoint a proxy, it must be deposited
with the Company in accordance with the instructions on
the form not later than 48 hours before the time for holding
the meeting (i.e. on or before 2:00pm on 10 April 2019).
POSTAL VOTING
Shareholders who are entitled to attend and vote at the
Meeting may cast a postal vote instead of attending in
person or appointing a proxy.
A Proxy/Voting Form is enclosed with this Notice of
Meeting. If used to cast a postal vote, it must be deposited
with the Company in accordance with the instructions on
the form not less than 48 hours before the time for holding
the meeting (i.e. on or before 2:00pm on 10 April 2019).
ONLINE APPOINTMENT OF PROXIES AND VOTING
A shareholder of the Company entitled to attend and
vote at the Meeting may appoint a proxy online or may
vote online on the website of the Company’s share
registry, Computershare Investor Services Limited:
www.investorvote.co.nz.
To appoint a proxy or vote online shareholders will be
required to enter their CSN/Securityholder Number,
postcode/country of residence and the secure access
Control Number that appears on the front of their Voting/
Proxy Form. Proxies and votes submitted in this way must
be received on or before 2:00pm on 10 April 2019.
The Company Secretary, Denise Jensen, has been
authorised by the Board to receive and count postal votes,
including online votes, at the Meeting.
RESOLUTIONS
Resolutions 1, 2(a), 2(b), and 2(c) are to be considered
as separate ordinary resolutions. To be passed, those
resolutions require the approval of a simple majority of the
votes cast by holders of securities of the Company entitled
to vote and voting.
Resolution 3, which is to adopt a new Constitution, is a
separate special resolution. To be passed, it requires the
approval of not less than 75% of the votes cast by holders
of securities of the Company entitled to vote and voting.
RIGHTS TO VOTE
All shareholders of the Company are entitled to vote on
the resolutions, subject to the below disqualifications.
DISQUALIFICATION FROM VOTING
There are no voting restrictions placed on current
resolutions.
NZX REGULATION
NZX Regulation has not reviewed and approved this Notice
of Meeting. NZX Regulation takes no responsibility for any
statement in the Notice of Meeting or Explanatory Notes
accompanying the Notice of Meeting.

REFINING NZ
Private Bag 9024
Whangarei 0148, NZ
T: + 64 9 432 8311
E: corporate@refiningnz.com
www.refiningnz.com

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