Notice of 2021 Annual Shareholders’ Meeting

THE NEW ZEALAND REFINING COMPANY LIMITED
NOTICE OF ANNUAL
SHAREHOLDERS’ MEETING 2021
2.00PM, TUESDAY 29 JUNE 2021
© Full Moon Photography & Design

Notice is hereby given that the Meeting of The New Zealand Refining Company Limited (“Company” and
“Refining NZ”) will be held at 2.00pm on Tuesday, 29 June 2021 at the Level 4 Lounge, South Stand, Eden Park,
Reimers Ave, Kingsland, Auckland. You can also attend the meeting virtually using the instructions explained further
below under “Virtual Meeting”.
KEY DATES
If you do not wish to attend, but would like to vote, you must submit your Proxy Form or online vote no later than
2:00pm on 27 June 2021, in accordance with the instructions at the back of this Notice of Meeting and in the
Proxy Form.
BUSINESS
PRESENTATIONS
Ÿ Chairman’s Address.
Ÿ CEO’s Address.
RESOLUTIONS
ELECTION AND RE-ELECTION OF DIRECTORS
In accordance with Clause 8.9 of the Constitution, Mr. Lindis Jones and Ms. Vanessa Stoddart
retire by rotation and being eligible, offer themselves for re-election. Under Clause 8.8 of the
Constitution, Ms. Lucy Nation was appointed by the Directors to fill the vacancy of
Ms. Deborah Boffa and being eligible, offers herself for election. Accordingly, it is proposed that
the Shareholders consider and, if thought fit, pass the following ordinary resolutions for the
purposes of NZX Listing Rule 2.7.1:
Resolution 1: “That Mr. Lindis Jones, who retires by rotation in accordance with clause 8.9 of
the Constitution, be re-elected as a Director of the Company”.
Resolution 2: “That Ms. Vanessa Stoddart, who retires by rotation in accordance with clause
8.9 of the Constitution, be re-elected as a Director of the Company”.
Resolution 3: “That Ms. Lucy Nation, who retires by rotation in accordance with clause 8.8 of
the Constitution, be elected as a Director of the Company”.
AUDITOR’S FEES AND EXPENSES
To consider and, if thought fit, to pass the following ordinary resolution:
Resolution 4: “That Directors be authorised to fix the fees and expenses of Ernst & Young as
auditors to the Company for the financial year ending 31 December 2021.”
DIRECTORS’ RECOMMENDATION
The Directors recommend that Shareholders vote in favour of all Resolutions before the Meeting.
By Order of the Board
Chris Bougen
General Counsel and Company Secretary
28 May 2021

EXPLANATORY NOTES - RESOLUTIONS
ELECTION AND RE-ELECTION OF DIRECTORS
All Resolutions to be voted on at the meeting are ordinary resolutions. To be passed, the Resolutions require the
approval of a simple majority of the votes cast by Shareholders entitled to vote and voting.
RE-ELECTION OF
MR. LINDIS JONES
RE-ELECTION OF
MS. VANESSA STODDART
Term of Office:
Mr. Jones was appointed as a non-Independent Director
on 20 March 2018 and last re-elected at the 2018 Annual
Meeting.
Board Committees:
Mr. Jones is a member of the Health and Safety,
Environment and Operations Committee and the Audit,
Risk and Finance Committee.
Experience:
Mr. Jones is the Chief Financial Officer at Z Energy
Limited. Mr. Jones worked for Shell for 13 years
primarily in retail operations and strategy in Europe, Asia
and New Zealand and was Head of Property at ANZ
National Bank before joining Z Energy in 2010.
Independent Director and Board support:
Mr. Jones is not an Independent Director of the
Company as defined in the NZX Listing Rules. The Board
is supportive of the re-election of Mr Jones as a Director
of the Company and unanimously recommends
Shareholders vote in favour of Resolution 1.
Term of Office:
Ms. Stoddart was appointed as a non-Independent
Director on 20 May 2013 and last re-elected at the 2018
Annual Meeting.
Board Committees:
Ms. Stoddart is Chair of the People, Nominations and
Remuneration Committee, and member of the Health
and Safety, Environment and Operations Committee and
the Independent Directors Committee.
Experience:
Ms. Stoddart is a director of OneFortyOne Plantations
Pty Ltd Group of Companies and a member of the
Financial Markets Authority and Chair of MBIE’s Audit
and Risk Committee amongst other positions. She was
previously Group General Manager of Engineering and
People at Air New Zealand Ltd and Chief Executive of
the Australian Packaging Division of Carter Holt Harvey
Ltd. Ms. Stoddart is a chartered member of the Institute
of Directors and a member of the Australian Institute of
Directors and a companion of Engineering NZ.
Independent Director and Board support:
Ms. Stoddart is an Independent Director of the Company
as defined in the NZX Listing Rules. The Board is
supportive of the re-election of Ms. Stoddart as a Director
of the Company and unanimously recommends
Shareholders vote in favour of Resolution 2.
Mr. LINDIS JONES.
BCOM (Hons), BSc, MFin
Ms. VANESSA STODDART.
BCOM/LLB (Hons), PGDip Prof Ethics
RESOLUTION
1:
RESOLUTION
2:

EXPLANATORY NOTES - RESOLUTIONS cont...
Ernst & Young (EY) 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 Meeting, or in the manner that the
Company determines at the Meeting.
Therefore, Shareholders are being asked to resolve that
the Directors be authorised to fix the fees and expenses
of EY for the audit of the Company’s financial
statements for the year ending 31 December 2021.
The Board unanimously recommends Shareholders vote
in favour of Resolution 4.
ELECTION OF
MS. LUCY NATION
AUDITOR’S FEES AND
EXPENSES
Term of Office:
Ms. Nation was appointed as a non-Independent
Director on 1 February 2021.
Board Committees:
Ms. Nation is a member of the Health, Safety and
Environment Operations Committee and the
People, Nominations and Remuneration Committee.
Experience:
Ms. Nation is bp’s Vice President of Regions, Cities and
Solutions for Asia Pacific leading a team which focuses
on green energy transition for bp and its customers in
the region. Prior to January 2021, Ms. Nation was the
CFO for bp’s Asia Pacific Fuels business. Ms. Nation has
worked for bp for the last 23 years in finance, strategy,
business development, operational, commercial and
management roles and brings extensive industry
experience in refining, terminals, fuel supply chain and
the transition to low carbon fuels to the Refining NZ
Board. She is a director of bp Australia Pty Ltd and
Ocwen Energy Pty Ltd.
Independent Director and Board support:
Ms. Nation is not an Independent Director of the
Company as defined in the NZX Listing Rules.
The Board is supportive of the election of Ms. Nation
as a non-Independent Director of the Company and
unanimously recommends Shareholders vote in
favour of Resolution 3.
Ms. LUCY NATION.
B.Eng, Diploma Applied Finance and Investment
RESOLUTION
3:
RESOLUTION
4:

PROCEDURAL NOTES
VOTING ENTITLEMENTS AND
DISQUALIFICATIONS
Provided that they are registered as holding Shares on
Refining NZ’s share register at 2.00pm on Tuesday,
29 June 2021 (being the Record Date), all Shareholders
will be entitled to vote on all Resolutions at the Meeting.
There are no voting restrictions placed on the
Resolutions.
CASTING VOTES
Shareholders may cast their vote in one of three ways:
(a) Personal Attendance
You can attend the meeting in person or participate
virtually via an online platform web.lumiagm.com
provided by the Company’s share registrar,
Computershare Investor Services Limited.
(b) Proxies
A Shareholder 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. 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, 3 and 4.
If you have ticked the “PROXY DISCRETION” box and
your named proxy does not attend the Meeting or you
have not named a proxy but have otherwise completed
the Proxy Form in full, the Chairman of the Meeting will
act as your proxy. With respect to any other direction the
Proxy Form will take effect as a postal vote.
The Chairman’s voting intentions are set out in the
paragraph above, and it is noted that he is not subject
to any voting restrictions.
A Proxy 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 27 June 2021).
The Company may however accept late Proxy Forms at
its sole discretion.
(c) 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, being not later than 48 hours
before the time for holding the Meeting (i.e., on or
before 2:00pm on 27 June 2021).
The Company may however accept late Proxy Forms at
its sole discretion.
ONLINE APPOINTMENT OF PROXIES
AND VOTING
A Shareholder 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: 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 Proxy
Form. Proxies and votes submitted in this way must
be received on or before 2:00pm on 27 June 2021. The
Company may however accept late online votes at its
sole discretion.
The Company Secretary, Chris Bougen, has been
authorised by the Board to receive and count postal
votes, including online votes, at the Meeting.

Private Bag 9024
Whangarei 0148, NZ
t: + 64 9 432 8311
e: corporate@refiningnz.com
www.refiningnz.com
PROCEDURAL NOTES cont...
VIRTUAL MEETING
If Shareholders do not wish to attend the Meeting in
person, or the physical meeting at Eden Park, Auckland,
cannot be held due to a COVID-19 lockdown,
Shareholders can attend and participate in the Meeting
online via an internet connection (using a computer,
laptop, tablet or smartphone).
Details of how to participate virtually are provided in the
accompanying Virtual Meeting Guide, with instructions
for accessing the virtual meeting. Shareholders are
encouraged to review this guide and download the app
prior to the Meeting.
Shareholders will be able to view the presentations, vote
on the Resolutions to be put to Shareholders and ask
questions, by using their own computers or mobile
devices. Shareholders will still be able to appoint a proxy
to vote on their behalf or send a postal vote, as they
otherwise would, by following the instructions on the
Proxy Form and this Notice of Meeting. If a proxy is
appointed and attends the Meeting, Shareholders will
not be able to vote as the proxy will do that for them.
VENUE LOCATION
The physical location for the Meeting is Level 4 Lounge,
South Stand, Eden Park, Reimers Avenue, Kingsland,
Auckland.
Eden Park is served by rail and bus services. Kingsland
train station is a short walk from Eden Park. There will
also be a limited number of car parks available at the
South Stand (through the car park entrance G, off
Reimers Avenue) on a first come, first serve basis.
Extra parking will be available behind the ASB Stand (via
car park entrance B or C, off Walters Road). Please allow
for a 5-10 minute walk from there to the South Stand.

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Notes
1. Appointment of Proxy:
As a shareholder you may attend the meeting and vote, or you may appoint
a proxy to attend the meeting and vote in your place. A proxy need not be a
shareholder of the Company. You may, if you wish, appoint “The Chairman of
the Meeting” as your Proxy. The Chairman intends to vote any undirected proxies
held by him in favour of resolutions 1, 2, 3 and 4. Joint holders should all sign
the form if appointing a Proxy.
If you have ticked the “PROXY DISCRETION” box and your named proxy does not
attend the meeting or you have not named a proxy, the Chairman of the meeting
will act as your proxy. With respect to any other direction the proxy form will
take effect as a postal vote. The Chairman’s voting intentions are set out in the
paragraph above. None of the resolutions are subject to any restriction on voting
under the Listing Rules.
If you are a company you may appoint a proxy or you may appoint a
representative to attend the meeting using this Form, signed on your behalf by
a person authorised by resolution of your board. If this Form has been signed
under a power of attorney a signed certificate of non-revocation of the power of
attorney must be provided to the Company with this Form.
2. Postal Voting:
If you are unable or do not wish to attend the meeting or appoint a proxy or
representative, you may cast a postal vote by completing and lodging this Form
in accordance with the instructions below. Alternatively, you may cast your vote
online at www.investorvote.co.nz.
3. Resolutions:
If you wish to instruct your Proxy how to vote, or if voting by post, please do so
by placing a tick in the FOR, AGAINST or ABSTAIN box for each resolution upon
which you wish to vote. If you wish the Proxy to vote or abstain from voting as
he or she thinks fit, you must place a tick in the PROXY’S DISCRETION box.
If you do not mark any box in respect of a resolution, in the case of a postal vote
you will be deemed to have abstained from voting on that resolution and in the
case of an appointment of a Proxy you will be deemed to have given your
Proxy discretion as to whether and how to vote on that resolution. If a vote is
required on any other matter at the meeting a Proxy may vote or abstain from
voting on that matter on your behalf as he or she thinks fit.
To be valid, this Form must be deposited with the Company, by:
- Depositing it at the Registered Office of the Company;
- Online at www.investorvote.co.nz
- Delivering it to the Company’s share registrar’s office at Level 2, 159
Hurstmere Road, Takapuna, Auckland
- Posting it to the Company’s share registrar’s office in the supplied reply
paid envelope; or
- Faxing it to the Company’s share registrar at +64 9 488 8787
In each case it must be received at least 48 hours before the time for holding
the meeting (that is, not later than 2.00pm on Sunday, 27 June 2021).
Go online to vote, or turn over to complete the form
Proxy/Voting Form
Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand)
to securely access InvestorVote and then follow the prompts to lodge or appoint your proxy online.
www.investorvote.co.nz
Lodge your vote or appoint a proxy, 24 hours a day, 7 days a week:
Smartphone?
Scan the QR code to vote now.
Lodge your postal vote or proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
For your proxy to be effective it must be received by 2:00pm on Sunday, 27 June 2021.
If shareholders do not wish to attend the meeting in person at Level 4 Lounge, South Stand, Eden Park, Reimers Avenue, Auckland,
shareholders will have the opportunity to attend and participate in the 2021 Annual Meeting online via an internet connection
(using a computer, laptop, tablet or smartphone). The Virtual meeting will be accessible on both desktop and mobile devices. Please refer to
the Virtual Meeting Guide 2021 that accompanies this Proxy/Voting Form.

Contact Name Contact Daytime Telephone Date
ATTENDANCE SLIP
Annual Meeting of Shareholders of the Company to be held
at Level 4 Lounge, South Stand, Eden Park, Reimers Avenue,
Auckland and virtually through Lumi (refer to the Notice of
Meeting) on Tuesday, 29 June 2021 commencing at 2:00pm.
or Sole Director/Director or Director (if more than one)
Shareholder 1Shareholder 2Shareholder 3
Signature of Shareholder(s) This section must be completed.
SIGN
Postal Voting Form or Proxy Voting Instructions
Proxy/Voting Form
STEP 1
You may complete this Form if you are NOT attending the meeting and you wish to appoint a proxy or representative to attend in your place. You may
complete only the Resolutions section of this Form if you wish to vote by post or by fax. DO NOT complete this Form if you are appointing a proxy
online or you are voting online.
Appoint a Proxy to Vote on Your Behalf
STEP 2
hereby appoint
I/We the above named shareholder/shareholders of the “Company” The New Zealand Refining Company Limited
of
or failing him/herof
as my/our proxy or representative to exercise my/our vote at the Annual Meeting of Shareholders of the Company to be held at Level 4 Lounge, South Stand, Eden
Park, Reimers Avenue, Auckland and virtually through Lumi (refer to the Notice of Meeting) on Tuesday, 29 June 2021 commencing at 2:00pm and at any
adjournment of that meeting.
Please note: Please complete this section if you wish to appoint a proxy or representative or if you wish to vote by post or by fax. Tick the box that
applies. Mark only ONE box in respect of each resolution.
AgainstFor
Proxy
Discretion
Abstain
NO
YES
Resolutions
1. That Mr Lindis Jones, who retires by rotation in accordance with clause 8.9 of the Constitution, be re-elected as a
Director of the Company.
2.
That Ms. Vanessa Stoddart, who retires by rotation in accordance with clause 8.9 of the Constitution, be re-elected as a
Director of the Company.
3.
That Ms. Lucy Nation, who retires by rotation in accordance with clause 8.8 of the Constitution, be re-elected as a Director
of the Company.
4.
That Directors be authorised to fix the fees and expenses of Ernst & Young as auditor to the Company for the financial year
ending 31 December 2021.
Other Matters
I wish to appoint a proxy to attend the meeting on my behalf.
If your proxy will be attending the meeting remotely, please ensure that you provide their contact details (phone and email address). If this information is not
provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):

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VOTING AT A GLANCE
STEP 1
Open Lumi AGM and enter the
Meeting ID shown in top right
corner
STEP 2
Enter your username and
password (CSN/Holder Number
and postcode)
STEP 3
When the poll is opened,
click and select your
desired voting direction
Virtual meetings are accessible on both desktop and mobile devices. In order to participate remotely you will need to visit
web.lumiagm.com on your desktop or mobile device. You will need to ensure that your browser is compatible — Lumi AGM supports the
latest versions of Chrome, Safari, Internet Explorer, Edge and Firefox.
If you have any questions, or need assistance with the online process, please contact Computershare on +64 9 488 8777 between 8.30am
and 5.00pm Monday to Friday (New Zealand time).
VIRTUAL MEETING GUIDE
NEW ZEALAND RESIDENTS
Username (CSN or Holder number) and
password (postcode).
APPOINTED PROXIES
A username and password will be
provided prior to the meeting.
If you have not received your username
and password, please contact
Computershare on +64 9 488 8777
between 8.30am—5.00pm Monday to
Friday (New Zealand time).
MEETING ID
378-434-491
Remote entry to the Annual Meeting will open at 1.30PM NZT
on Tuesday 29 June 2021, with the meeting commencing at
2.00PM NZT.
OVERSEAS RESIDENTS
Username (CSN or Holder Number);
and Password (three-character ISO3
country code) e.g. AUS is the ISO3 code
for Australia.
You can find a full list at
www.computershare.com/iso3
LOGGING IN
To log in, you must have the following information (which can be found on your Shareholder’s Voting and Proxy Form) or you can log in as
a guest if you are not a shareholder in The New Zealand Refining Company Limited. Please note, if you have logged in as a guest you will
not be able to ask any questions or vote.

USING LUMI AGM
ACCESSING THE VIRTUAL MEETING
Once you have entered web.lumiagm.
com into your internet browser, you’ll
be prompted to enter the Meeting ID
and accept the terms and conditions.
You will then be required to enter your:
>username (CSN or Holder number);
>password (postcode, or country code
for overseas residents)
NAVIGATING LUMI AGM
When successfully authenticated, the
info screen will display.
You can view meeting information, ask
questions and watch the webcast.
If you would like to watch the webcast,
press the broadcast icon at the
bottom of the screen.
WATCHING THE WEBCAST
To watch the webcast, click the black
broadcast bar on screen and push
the ► button to start the webcast.
The video and/or slides will appear
shortly after (dependent on the speed
of your internet connection).
ASKING QUESTIONS
Any shareholder or appointed proxy/
representative attending the meeting
is eligible to ask questions. If you would
like to ask a question, select then
type and submit your question. It will be
sent to the board for an answer.
Please note that not all questions may
be able to be answered during the
meeting. In this case, questions will be
followed up by email after the meeting.
VOTING IN LUMI AGM
Once the poll has been opened, will
appear on the navigation bar at the
bottom of the screen—from here, the
resolution and voting choices will be
displayed.
To vote, simply select your voting
direction from the options shown on
screen. To change your vote, simply
select another direction—you can cancel
your vote by clicking ‘Cancel’.
NAVIGATING LUMI AGM - DESKTOP
When successfully authenticated, the
info screen will display.
You can view meeting information, ask
questions and watch the webcast.
If you would like to watch the webcast,
press the ► button to start the
webcast.