Capital Change Notice – CEO and management share rights

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 (Share Rights)
ISIN (If unknown, check on NZX website) N/A
Currency NZ$
Section 2: Capital change details
Number issued/acquired/redeemed 3,110,672
Nominal value (if any) N/A
Issue/acquisition/redemption price per security Share Rights are issued for nil cash
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)
71.3%
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 Share Right converts on a 1:1 basis for
nil cash consideration into fully paid ordinary
shares, provided that the CEO and/or Eligible
Employees remain employed during a
vesting period ending in 2023 (subject to
early vesting for no-fault terminations).
The CEO’s entitlement to Share Rights and
Shares on vesting under this offer are
excluded from and shall not be considered
for the purposes of determining the
aggregate delivered value to the CEO in
excess of NZ$6,000,000, as set out in the
Capital Change Notice, dated 17 April 2020.
Shares will be issued (or transferred in
accordance with terms of the Plan) in respect
of vested Share Rights as soon as
reasonably practicable after vesting.
Share Rights rank behind Refining NZ’s
ordinary shares, are non-transferable, cannot
be encumbered, and have no voting or other
share rights. Share 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/
Issue of Rights under Refining NZ Share
Rights Plan in recognition of and reward for

redemption/ (the reason for change must be
identified here)
performance in 2020 and to retain and
incentivise key members of Management
through the implementation of Strategic
Review outcomes in coming years.
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.
4,360,672
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 in recognition
of and reward for performance in 2020 and to
retain and incentivise key members of
Management through the implementation of
Strategic Review outcomes in coming years.
No cash consideration is payable by the
employees on the grant of the Share Rights
or on the issue of fully paid ordinary shares
following vesting of Share Rights. As noted
above, vesting of Shares Rights is subject to
continued employment (subject to early
vesting for no-fault terminations).
Date of issue/acquisition/redemption 1 April 2021
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Chris Bougen
Contact person for this announcement Chris Bougen
Contact phone number +64 27 444 3220
Contact email address Chris.Bougen@refiningnz.com
Date of release through MAP

2021 1 April