Capital Change Notice

Capital Change Notice

Updated as at 17 October 2019




Section 1: Issuer information
Name of issuer The New Zealand Refining Company Limited
NZX ticker code NZR
Class of financial product Unquoted share rights (Rights)
ISIN (If unknown, check on NZX website) N/A
Currency NZ$
Section 2: Capital change details
Number issued/acquired/redeemed 1,250,000
Nominal value (if any) N/A
Issue/acquisition/redemption price per security Rights are issued for nil consideration
Nature of the payment (for example, cash or
other consideration)
N/A
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the
number of Financial Products of the Class,
excluding any Treasury Stock, in existence)
100%
For an issue of Convertible Financial Products
or Options, the principal terms of Conversion
(for example the Conversion price and
Conversion date and the ranking of the
Financial Product in relation to other Classes
of Financial Product) or the Option (for
example, the exercise price and exercise date)
Each Right converts on a 1:1 basis for nil
consideration into fully paid ordinary shares,
provided the CEO remains employed during a
4-year vesting period ending 6 April 2024
(subject to early vesting for certain no-fault
terminations, or on a discretionary basis
including for death or incapacity).
The CEO’s entitlement to Rights and Shares
on vesting under any offer of Rights under the
Share Rights Plan (or any other share rights
plan of Refining NZ) will not result in an
aggregate delivered value to the CEO
(including on exercise of vested Rights) in
excess of NZ$6,000,000 (calculated by
reference to, unless otherwise determined by
the Board, the 20 day volume weighted
average price of Refining NZ’s shares on the
NZX on the day before exercise). Any Rights
in excess of the cap immediately lapse, and
the parties would work in good faith, to review
and renegotiate the terms of the relevant
grants.
Shares will be issued (or transferred in
accordance with terms of the Plan) in respect
of vested Rights as soon as reasonably
practicable after vesting.
Rights rank behind Refining NZ’s ordinary
shares, are non-transferable, cannot be

encumbered, and have no voting or other
share rights. Rights are otherwise subject to
the terms of individual offer letters and the
rules of the Refining NZ Share Rights Plan,
including that a participant’s Rights lapse
automatically in the event of fraud, dishonesty
or wilful default.
Reason for issue/acquisition/redemption and
specific authority for
issue/acquisition/redemption/ (the reason for
change must be identified here)
Issue of Rights under the Refining NZ Share
Rights Plan as part of CEO retention.
Total number of Financial Products of the
Class after the
issue/acquisition/redemption/Conversion
(excluding Treasury Stock) and the total
number of Financial Products of the Class held
as Treasury Stock after the
issue/acquisition/redemption.
1,250,000
In the case of an acquisition of shares, whether
those shares are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or
redemption, including a reference to the rule
pursuant to which the issue, acquisition, or
redemption is made
Resolution of the Board and Listing Rules
4.6.1 and 4.9.1(b).
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
The grant of Rights is made under the Refining
NZ Share Rights Plan as part of CEO
retention. No cash consideration is payable by
the CEO on the grant of the Rights or on the
issue of fully paid ordinary shares following
vesting of Rights. As noted above, vesting of
Rights is subject to continued employment,
and certain scaling requirements.
Date of issue/acquisition/redemption 16/04/2020
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Denise Jensen
Contact person for this announcement Denise Jensen
Contact phone number +64 9 432 8311
Contact email address corporate@refiningnz.com
Date of release through MAP

17/04/2020