Special Meeting of Shareholders – presentation materials

The New Zealand Refining Company Limited
Special Meeting of Shareholders
Friday 6
th
August 2021 at 11:00am
Held at World Cup Lounge East Room, Level 4, South Stand, Eden Park, Reimers
Ave, Kingsland, Auckland and virtually via the Lumi online platform.

Chairman Simon Allen Speech

Ladies and gentlemen, thank you all for coming today or dialling in online. It is great to
see such a high-level of engagement at this important milestone in the Company’s
history.

Before we take you through the details regarding Refining NZ’s proposal to convert the
Marsden Point site into a dedicated fuel import terminal, it is worth us reflecting on our
journey to reach this point.

Over the past 16-months, the Company has undertaken a strategic review to determine
the optimal operating model for the business.

Throughout this process, we have always maintained that our priorities were to realise
full value for the Company’s assets and deliver more sustainable returns ‘through the
cycle’, and to support our workforce, and the wider community through what will be a
significant change to the Company’s operations.

It is to this that I would first like to turn. Over the past 16-months as we have undertaken
our strategic review, and over the Refinery’s 60-years of operations, it is the dedication
and commitment of our people that has made the business what it is today. I know that
change is always difficult, and that this time has been unsettling for many and the Board
want to put on record our thanks to the whole team for your commitment to maintaining
safe operations, and continuing to deliver for our customers and our shareholders
throughout this process. Thank you.

The context for our Strategic Review included a significant fall in Gross Refining Margins
at the end of 2019 which was further exacerbated by COVID-19 from early 2020, and
below cost of capital returns from the refinery over the previous 10 years.

The initial phase of the review involved a comprehensive assessment of the alternative
refinery and import terminal models and engagement with key stakeholders including
Customers and Government.

There were four key factors underpinning the need for change:

First of all, forecasts prepared by independent expert market commentators indicates
that it could be several years before a rebalancing of regional transport fuels supply and
demand results in a meaningful recovery in GRM.

Second, the structural challenges to the competitiveness of the refinery due to its
relatively small scale and higher cost of operating in New Zealand. These costs include
significant increases in electricity and gas costs, as well as costs of coastal shipping
around New Zealand,

Thirdly, the expected increasing exposure of the refinery model over time, as a
significant carbon emitter, as New Zealand takes steps to decarbonise its economy,
and

Last of all, the strong preference of refinery Customers - who have made Fee Floor
subsidy payments amounting to around $118 million in the 18 months ended 30 June
2021. All three customers are in favour of a switch to an import terminal model.

The initial outcome of the Strategic Review announced in June 2020, was to simplify
refinery operations in the short-term to maintain cash neutral operations at the Fee Floor,

and in parallel explore with Customers the commercial case for converting to an import
terminal.

The simplified refinery was implemented from January 2021 and has provided the
Company, and our workforce, time to plan for a potential change, and negotiate with
customers to find the right long-term solution – without destroying shareholder value or
being under pressure to conclude negotiations quickly.

Over this period of change at the Refinery, our workforce, some of whom I know are
watching today, have continued to work incredibly hard to ensure the safe operation of
the refinery. I want to reiterate the commitment the Company has to supporting our
employees through this transition as they have done for our company for so many years.

The Board recognises that financial returns to shareholders have not been satisfactory
for some years. We committed to delivering on the outcomes of the strategic review, to
realise full value for the Company’s assets and deliver more sustainable returns ‘through
the cycle’ while continuing to support secure, competitive fuel supply for the country and
a fair and well managed transition for employees and other Stakeholders. By setting up
the Company for a positive future, we can acknowledge the past, while building a New
Zealand infrastructure company that will remain a vital member of our community.



The detailed Proposal that we presented to you a few weeks ago, and the subject of
today’s special meeting, will make the most of the highly strategic assets that the
Company holds at Marsden Point.

Your Independent Directors unanimously agree that now is the right time to make
the change to Channel Infrastructure.

Channel Infrastructure will:
- Utilise the deep-water harbour and jetty infrastructure of Marsden Point to import
refined fuel, owned by our customers. This will replace the crude oil that our
customers import today for refining.
- Fuel would be stored at the Marsden Point site in existing tanks at what would be
the largest fuel terminal in New Zealand.
- We will continue quality fuel testing services both at the Marsden Point site and
around New Zealand, through our IPL business.
- Fuel from Marsden Point would be distributed primarily to the Auckland and
Northland markets through the 170-kilometre Refinery to Auckland Pipeline and
the truck loading facility located adjacent to the Marsden Point site.

Our new business model will enable Channel Infrastructure to make the most of our
strategic Marsden Point site, only part of which is required for import terminal operations.
This site has great potential for future repurposing which makes greater use of this
strategic site, generates jobs and economic activity for the Northland region and
increased returns for our shareholders.

The Channel Infrastructure business will be very different from the business we have
today. It will be one that is set up to be resilient and sustainable into the future.

Our aspiration is to be New Zealand’s leading fuel infrastructure company:
- leveraging our existing capabilities as a safe and reliable operator,
- delivering value through transformation, by reducing our cost of capital and
realising the strategic value of our infrastructure,
- and with opportunities to grow in the future, leveraging the capabilities and assets
we have across a broader base.

We can reflect on The New Zealand Refining Company’s 60-years of refining oil for
New Zealand with pride, as today, we look to open a new chapter: As Channel
Infrastructure NZ Limited with a vision to be New Zealand’s leading independent fuel
infrastructure company.

I will now pass over to Naomi to talk through the proposal in more detail.

CEO Naomi James Speech

Thank you, Simon and Kia ora koutou katoa, once again it is great to be with you all.

Channel Infrastructure, as the name says, will be an infrastructure business and a very
different one to the refinery business we have today.

Why Channel? Because our infrastructure channels the energy required to meet New
Zealand’s fuel requirements.

This will be a business with infrastructure that is critical to New Zealand over the long-
term and that has customer contracts underpinning infrastructure utilisation, stable
earnings and a return to dividends. It’s also a company that will play a key role in
decarbonising New Zealand and with a focused strategy to grow and diversify in the
future.

What is not changing with our proposed new business is our commitment to safe and
reliable operations, delivered by our highly-capable workforce, and the Company’s long-
term commitment to Northland.

We have a very proud 60-year history to acknowledge today. That history would not
have been possible without the dedication of our people over the past 60-years. As
CEO, I am proud to lead a team that, despite the challenges we have faced as a
business in recent years, have continued to come to work every day, and remain
focused on delivering safe operations to ensure we can meet the needs of our
customers, and ultimately, keep New Zealand’s fuel supply chain operating.

At the same time as we acknowledge this past, we look to the future, and what is
required to set this Company up for the next 60-years as a strong and sustainable
business, that continues to meet the energy needs of New Zealand into the future.

Channel Infrastructure’s primary business immediately following the commencement of
terminal operations would be owning, operating, and maintaining the Import Terminal
System.

The Marsden Point terminal would have capacity to meet Auckland’s forecast fuel
demands, and it is the only supply route for jet fuel to Auckland International Airport
where – in a normal, pre-COVID year – around 75% of all NZ inbound and outbound
flights occur. This means that Channel Infrastructure would be critically linked to the
country’s largest expected export earner – tourism – underpinning long-term asset
utilisation.

What the Hale & Twomey forecasts on this slide highlight is predicted strong growth and
sustained demand for jet fuel, based on a recovery to pre-COVID levels and a return to
historic growth trends linked to GDP and wealth trends.

Decarbonisation of heavy transport and aviation is expected to take longer and to
continue to require liquid fuels, whether that’s sustainable aviation fuels or other biofuels,
which provides opportunity for our infrastructure to continue to play the critical role it
does today, into the future.

Over the past year, our team has been working hard to negotiate a commercial
framework for the provision of import terminal services with our Customers, which will
ensure that our shareholders receive fair value from our critical infrastructure, while
providing a competitive supply chain to our customers.

As you will have seen in the detailed Conversion proposal booklet, independent
appraiser Grant Samuel have concluded that the commercial terms negotiated with
customers for the proposed import terminal are fair to Non-Customer Shareholders.

The Terminal Services Agreements will be long-term agreements, with an initial ten-year
term, providing Customers with two rights of renewal for a further 5 years’ each.
The fees are a combination of fixed and variable throughput fees incentivising utilisation,
with fixed fees expected to largely cover the cash costs of operating the terminal.

You will see that the take or pay component over the first six years is set at between $90
million and $100 million – this is an important aspect of the commercial arrangements as
it enables us to debt-fund the estimated transition costs of c.$200 - $220 million over 5 to
6 years, while allowing time for a recovery in jet demand to occur post COVID-19.

Customers have sought additional private storage capacity, in addition to the shared
terminal capacity. This could be up to 100 million litres of additional storage capacity
across our existing customer base, which would be priced on a value accretive basis.

These commercial terms reflect the in-principle agreements reached with Z Energy and
bp, which form the basis of ongoing negotiations with Mobil. We are working to conclude
a binding agreement with all 3 customers, including Mobil, before a final investment
decision is taken around the end of Q3.

The long-term contracts, together with the cost profile of the import terminal business
and tax losses, are expected to deliver stable earnings, cash flow and dividends.

Based on the Hale & Twomey forecasts and the commercial terms I have just talked
through, the aggregate fees payable by Customers for the shared terminal capacity are
expected to average around $95 million per annum in real terms across the initial 10-
year term.

In addition to the shared terminal revenue, Channel Infrastructure would earn revenue
from its IPL business and from the Wiri terminal lease until 2025, as well as from any
private storage services.

Group operating expenses are expected to be in the order of $35 million per annum,
including IPL.

Group capital expenditure is expected to range from $5-10 million per annum, meaning a
strong conversion of EBITDA into free cash flow.

With tax losses generated from the write-off of refining assets, Channel Infrastructure is
expected to have tax losses of $400 to $450 million after conversion, which are expected
to offset future income tax liabilities for a number of years. These tax losses will
continue to be available to offset future taxable income so long as:
- We satisfy the shareholder continuity test, or
- If at any time we breach the shareholder continuity test, for the five years
following that we satisfy the business continuity test.

With conversion costs of $200 to $220 million spread over 5-to 6-years, we expect to
recommence dividends 1- to 2-years following conversion, after deleveraging to below
4.5x EBITDA. And the Board proposes a pay-out ratio of 60-70% of free cash flow to
achieve a leverage target of 3-4 times EBITDA within 5-years after conversion consistent
with an investment grade rated entity.


Throughout the strategic review process, we have been necessarily conscious of the
global movement towards, and New Zealand’s focus on, reducing carbon emissions,

with the emergence of new challenges and opportunities expected in the transition to
low-carbon transport fuels over time.

A conversion to an import terminal would deliver a significant contribution to New
Zealand’s decarbonisation and 2030 emission reduction commitments, reducing
Marsden Point Scope 1 and 2 emissions by around 98% or almost 1-million tonnes per
annum.

There would also be a significant reduction in the site’s electricity requirements and we
would have no ongoing requirement for gas, significantly reducing Channel
Infrastructure’s exposure to the electricity and gas costs and demand on these
constrained markets.

We believe there will be opportunities for Channel Infrastructure to continue to contribute
to the decarbonisation of transport fuels and energy in the future through repurposing of
the Marsden Point site.

We are open to all options for the Marsden Point site, and we are currently investigating
options such as the import, storage or production of biofuels, including sustainable
aviation fuel, and hydrogen. We are also looking at the development of the Maranga Ra
solar project, potentially in combination with a battery or firming solution, which would
also help Channel Infrastructure reduce or completely eliminate its Scope 2 emissions
and exposure to electricity costs.

Finally, I wanted to spend some time today, talking through the focused growth strategy
for Channel Infrastructure, which as you can see has two parts. Our focus right now is
very much on preparing for a safe and well managed transition to import terminal
operations, beyond which we see a number of opportunities for growth.

We want to flexibly develop Marsden Point as an energy hub for the north of New
Zealand in partnership with our community, and for the benefit of our community and our
shareholders. This presents the Company with a range of opportunities, from near-term
ones involving fuel storage, growth in electricity and potentially other imports, as well as
longer term opportunities with the transition to future fuels, such as biofuels, sustainable
aviation fuel, and hydrogen imports, production and storage.

The second part of our growth platform is the opportunity to leverage our independent
operator capabilities across a broader asset base. Using our capabilities as an
infrastructure owner and operator, a cost of capital which should be lower than our
customers, and opportunities for operational synergies across multiple terminals around
New Zealand, we expect there to be opportunity for value accretive acquisitions.

Across both areas of growth, we will have a very disciplined approach to investment to
deliver above cost of capital returns on our infrastructure investments, underpinned by
contracts with the users of that infrastructure – as you have seen from us in the terms of
the long-term contracts we are recommending to shareholders today.

As you can see, our new business has much potential to continue playing an important
role in meeting New Zealand’s energy needs, now and into the future.

The terminal business model has a number of advantages:
- Much less earnings volatility, with exposure to refining margins and FX removed.
- Sustainable earnings underpinned by long-term contracts, delivering cash flow
and an ability to return to dividends.
- Lower operational risk and capital intensity, with cash costs at less than 50% of
expected average revenue over the initial 10-year term.
- And lower carbon exposure, both costs of direct carbon emissions, exposure to
the electricity and gas markets and opportunities to participate as transport fuels
decarbonise over time.

We know that a transition from refinery to import terminal is a question of when not if,
and based on the terms negotiated with customers, we believe now is the right time to
make this transition.

Shareholders, it is in this context that I wanted to once again reaffirm the process that we
have undertaken over the past 16-months to reach this point. When we commenced our
strategic review in April 2020, I said that every option was on the table other than the
status quo. Through this time, we have engaged with a broad range of stakeholders,
including our Customers, the Government, our employees and unions, Iwi partners, our
local community and you our shareholders, about the best approach for the future of our
business. As you have seen and heard from us today, we did this to ensure that we
found a sustainable plan for the long-term future of our company.

I know that a number of our shareholders are also members of the Northland community
and employees and that the transition to import terminal operations will involve
significant change, particularly for our highly capable workforce, who have been
committed to operating the refinery safely and to a high standard over many years.

I want to reiterate our commitment to supporting our workforce through this transition
and continuing to work with the members of the Refinery Transition Working Group,
including central Government, Northland councils and regional development authority,
Iwi and unions, to put in place the plans needed to support this transition.

Finally, I wanted to take a moment to update you on our site remediation plans, which as
you know we take extremely seriously. We were recently granted a 35-year resource
consent to continue operating a heavy-industrial site at Marsden Point. The conditions
of our consent include strict protections to maintain the high environmental standards
that we have in place at Marsden Point. For many of our team based up at Marsden

Point, this is their community too, so we have a strong personal commitment to
preserving and protecting the natural environment around us.

We believe this is the best plan for the future of our company. The Board, our
management team, and I personally am absolutely committed to working with all of our
stakeholders through the changes we have ahead, so that the company has a long-term
sustainable plan for the future and we support our people impacted by these changes to
find and develop their plans for the future.

I will now hand back to Simon to talk to the Independent Appraisal Report and
Independent Directors recommendation.

---

Marsden Point Terminal Proposal
6 August2021
Special Meeting

Information: This presentation has been prepared solely for information purposes to provide a general
overview of The New Zealand Refining Company Limited’s (Refining NZ) proposed conversion to an
import terminal (the Conversion). The information in this presentation and any other information that is
otherwise provided to any person by or on behalf of Refining NZ (collectively, the Information) does not
purport to contain all of the information that a person may consider material, desire or require for the
purposes of evaluating Refining NZ, its business, its assets and / or the Conversion.This presentation
should be read together with the Notice of Special Meeting and Explanatory Booklet dated 5 July 2021,
which are available on www.nzx.comunder Refining NZ’s ticker code “NZR”.
Forward-looking statements: The Information and other communications or statements made by
Refining NZ or its shareholders, directors, employees, agents or advisors may include forward-looking
statements. Forward-looking statements are all statements other than statements of historical fact,
including (without limitation) any statement regarding strategy, financial condition, plans, projections,
assumptions, expectations, prospects, estimates, forecasts, management targets, potential exposure to
market and business risks, and any other statement or estimate regarding the future prospects or
performance of Refining NZ, its business or its assets including following any Conversion. By their nature,
forward-looking statements involve risk and uncertainty because they are based on assumptions and
judgements and relate to events and depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments to differ materially from those
expressed or implied by these forward-looking statements, such as the risks identified in Section 6 of the
Explanatory Booklet, dated 5 July 2021. You acknowledge that any forward-looking information provided to
you: (i) is provided for illustrative purposes only; (ii) reflects various judgements and assumptions which
may or may not prove to be correct, reasonable or reliable; (iii) is subject to the emergence of new risk
factors and to unexpected impacts of known risks; and (iv) may be affected by subsequent events,
including changes in economic and other circumstances.
Financial information: 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.
No representation or warranty: To the maximum extent permitted by law, neither Refining NZ, nor any of
its shareholders, directors, officers, agents, employees or advisors, shall have any liability for, nor do any
of them give any representation or warranty (express or implied) as to, the accuracy, completeness,
reliability, adequacy or reasonableness of any statements, opinions, information or matters (express or
implied) contained in, or derived from, or any omissions from: (i) the Information; or (ii) any other
communication transmitted to any person in relation to Refining NZ, its business, its assets or the
Conversion. No person has any obligation to update or revise any Information, whether as a result of new
information, future events or otherwise, subject to Refining NZ’s continuous disclosure obligations. Nothing
will create or constitute any implication, representation or warranty that there has been no change in the
Information or the affairs or prospects of Refining NZ, its business or assets and the details of the
Conversion since the date of this presentation or since the date at which any Information is expressed to
be applicable.
No reliance: This presentation does not constitute investment, accounting, financial, legal, tax or other
professional advice. By receiving or using this presentation, you acknowledge that you are responsible for,
amongst other things, obtaining your own investment, accounting, financial, legal, tax and other
professional advice, and conducting your own investigation and analysis of the Conversion, Refining NZ,
its business, its assets, the Information and any assumptions, uncertainties and contingencies which may
underlie any such information. Any reliance by any person on any Information is a matter for that person’s
own judgement and no liability is accepted by Refining NZ or any of its shareholders, officers, directors,
agents, employees or advisors for any such reliance to the maximum extent permitted by law.
Exclusion of liability: By receiving or using this presentation you further acknowledge and agree that
neither Refining NZ nor any of its shareholders, directors, officers, employees, agents, or advisors: (i) will
be liable to reimburse or compensate any person for any liabilities, costs, losses or expenses incurred by
you or any of your shareholders, directors, officers, employees, agents or advisors in connection with the
review, investigation, evaluation or analysis of this presentation, the Information, Refining NZ, its business,
its assets or the Conversion, or otherwise arising from any such review, investigation, evaluation or
analysis, including any voting decision at the Special Meeting on 6 August 2021 or decision to buy or sell
shares or bonds in Refining NZ; or (ii) have any obligation to negotiate or complete any aspect of the
Conversion with any party and Refining NZ reserves the right to discontinue discussions concerning the
Conversion at any time and for any reason.
Not an offer: This presentation is not a product disclosure statement, prospectus or other disclosure
document under New Zealand law or any other law. This presentation is for information purposes only and
is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction.
Severability: This disclaimer applies to the maximum extent permitted by law. To the extent that any part
of this disclaimer would be valid or enforceable under the law if that disclaimer was read down, then that
clause must be read down to the minimum extent necessary to achieve that result. If that part of the
disclaimer cannot be read down, then that part may be severed from this disclaimer so that it shall have no
effect and the remaining parts of the disclaimer shall remain in force.
Disclaimer & Important Information
2

3
Board of
Directors
RICCARDO CAVALLO
Manager of Refining
ExxonMobil
LINDIS JONES
Chief Financial Officer
Z Energy
JAMES MILLAR
Independent Director
LUCY NATION
Vice President of Regions,
Cities and Solutions for
Asia Pacific bp
VANESSA STODDART
Independent Director
PAUL ZEALAND
Independent Director
SIMON ALLEN
Independent Director
NAOMI JAMES
Chief Executive Officer
Speakers

Agenda
•Strategic Review
•Terminal Proposal
•Investment
Highlights
•Comparison to
Simplified Refinery
•Resolutions
3
Introduction
Refining NZ proposes to convert the Marsden Point site to a fuel import terminal,
changing its name to Channel Infrastructure

3
Online attendees –Question Process

3
Online attendees –Voting
Process

#
SIMON ALLEN
CHAIRMAN’S ADDRESS

Casefor change
Structural oversupply in refining
capacity
Refinery is globally subscalewith
increasing energy costs impacting
competitiveness
Decarbonisation of the New Zealand
economy
Customer preference for import supply
chain
Strategic review outcome
Simplify refining operations to
maintain cash neutral operations at
the Fee Floor in 2021
Proposed conversion to import
terminal operations in 2022, with
substantial progress made with
customers on commercial
framework
Strategic review context
Significant decline in GRM,
exacerbated by COVID-19
Refinery returns consistentlybelow
cost of capital
Highly consultative process,
including customers, Government
and other stakeholders
Optimal business model to maximise “through the cycle”
returns to shareholders
Strategic Review
4

5
Marsden Point Terminal Proposal
Note: The TLF and Wiri Terminal end-delivery points do not form part of the Import
Terminal System (ITS) assets owned by Refining NZ.
177 hectares of land
35 year resource consent
Large electricity and gas connections
Proximity to NZ’s largest population base
Deep harbourand jetty access

Channel Infrastructure
New Zealand’s leading independent fuel infrastructure company, with a focused
strategy to grow and develop Marsden Point, including as an energy hub
11

#
NAOMI JAMES
CEO’S ADDRESS

Critical infrastructure delivering more stable earnings
through long term customer agreements
6
Investment Highlights

Ownershipof critical and highly efficient infrastructure

Long termcustomer contracts

Projected stable earnings,cash flow and dividends

Supporting decarbonisationof New Zealand’s economy

Focussed growth strategy

Ownership of critical and highly efficient infrastructure
7
Investment Highlights
•Primarily supplying Auckland and Northland
fuel requirements, which make up 40% of
New Zealand fuel demand
•On current forecasts, the RAP will
meet Auckland’s future fuel demand
•RAP supplies all of the jet fuel distributed to
Auckland International Airport (AIA)
•Jet fuel is expected to recover to ‘pre-
COVID-19’ levels and then continue
to grow with links to GDP and wealth
metrics
•Tourism expected to underpin long-
term asset utilisation
•New Zealand’s largest transport fuels
storage capacity
•180 million litre capacity
•Potential for up to 100 million litres of
additional private storage
Based on Hale & Twomey’s forecast, issued in January 2021, which reflects a faster transition away from fossil
fuels than previously expected, now factoring in New Zealand’s commitment to zero net greenhouse gas emissions
by 2050. The Hale & Twomey forecast reflects a change in consumer sentiment and actions attributable to COVID-
19. Further growth and sustained demand for jet fuel is expected to underpin long-term ITS utilisation, in contrast to
a long-term decline, initially in petrol and then diesel. The Hale & Twomey forecasts are for fossil fuels only and
make no assumptions on biofuel substitution. The Business New Zealand Energy Council (BEC) Tui and Kea
scenario implied year on year growth rates have been applied to anticipated Auckland+Northlandpetrol and diesel
volumes from 2023 (Hale & Twomey) and to jet from 2026 (to accommodate Covid-19 jet demand recovery)

Investment Highlights
Long term customer contracts
8
•10-year initial term with 2 x 5-year options to renew
(at customer option)
•Combination of fixed and throughput-based fees
for shared terminal capacity:
•Incentivisescustomer utilisationof
infrastructure
•Fixed fees expected to largely cover cash
costs
•PPI-based escalation of all fees
•Minimum take-or-pay commitments, supporting
debt funding of initial conversion costs and
allowing for recovery in jet fuel demand
•Additional revenue opportunities through private
storage
•Potential for third party access to unutilisedRAP
capacity after first 3 years of initial term

Investment Highlights
Projected stable earnings, cash flow and dividends
•Revenue from shared terminal capacity, IPL laboratory testing services,
Wiri terminal lease (until 2025) and any Private Storage services (to be
priced on a value accretive basis)
•Group operating expenses expected to be in the order of $35 million
p.a. (including IPL)
•Strong conversion of EBITDA into free cash flow:
•Stabilisedcapital expenditure expected to be in the order of
$5-10 million p.a.; and
•Material tax losses expected from conversion to offset future
income tax liabilities; estimated at $400-$450 million
1
(subject to
Income Tax legislation)
•Dividends are expected to recommence 1-2 years after
commencement of terminal opertaions:
•Initial conversion costs of $200 to $220 million spread over 5-6
years
2
•Initial period of deleveraging to reduce leverage below 4.5x Net
Debt/EBITDA
•Dividend pay-out ratio of 60-70% of Free Cash Flow
4
•Assuming revenue of:
•$95 million –expected average fees for shared
terminal capacity over initial 10-year term
•$10 million –other revenue
•Private storage and other revenue opportunities would be
incremental
Commentary
Example EBITDA calculations
EBITDA (GROUP)
(IN REAL TERMS)
$MILLION
Shared terminal revenue95
Other revenue
-Laboratorytesting services4
-Wiri lease
3
6
Operating expenses(35)
EBITDA70
9
1
On 31 December 2020 the Company had tax losses amounted to c.$55 million, with an expectation that a similar quantum could
be generated prior to the commencement of import terminal services. The write-off of refinery assets on or after the Services
Effective Date under the TSA is expected to generated tax losses of $300-$350 million.
2
In addition, demolition costs of $50 to $60 million are expected to be incurred, with timing yet to be determined (having regard to
site repurposing and not expected to be required within 10 years of terminal operations commencement).
3
Wiri Terminal lease expires 2025 with assets reverting to customer ownership
4
Free Cash Flow means adjusted net cash generated from operations less maintenance capital expenditure

•Significant contribution to New Zealand’s decarbonisation:
•circa 98% reduction in Scope 1 and 2 CO2 emissions
5
of
over 1 million tonnes per annum
•Approximately 85% reduction in required electricity supply
and no natural gas requirements
•Participate in decarbonisation of transport fuels and energy
through repurposing of the Marsden Point site with options
including the import, storage or production of biofuels, including
sustainable aviation fuel
•Potential to develop shovel ready Maranga Ra solar project
5
Compared to current CO2 emissions.
Investment Highlights
Supporting decarbonisation of
New Zealand’s economy
10

Investment Highlights
Focussed growth strategy –
Marsden Point as an energy hub
Flexibly developing
Marsden Point as an
energy hub for the
north of New Zealand
•Strategic fuel storage
6
•Growth in electricity
•Other imports
•Transition to future fuels –biofuels, SAF
and hydrogen imports, production, storage
Leveraging
independent
operator capabilities
across a broader
asset base
•Specialist infrastructure owner
and operator
•Reduced cost of capital
•Operational synergies
11
Terminals throughout New Zealand
6
In light of Refining NZ’s potential conversion from a refinery to a fuel import terminal, MBIE commissioned Hale & Twomey to
prepare advice on how this potential change might impact fuel security risks and the options for mitigating these risks.These
reports are available at www.mbie.govt.nz/building-and-energy/energy-and-natural-resources/energy-generation-and-
markets/liquid-fuel-market/oil-security-in-new-zealand/

Comparison to Simplified
Refinery
Fundamentalchange in business risk profile and an
expected near-term return to dividends
CHANNEL INFRASTRUCTURE WOULD PROVIDE:
Significantly lower earnings volatility
•Relatively stable earnings with a fixed fee component, take-or-pay protection
and lower operating expenses
•Removes significant exposure to refining margins and US$ exchange rate
Sustainable earnings and return to dividends
•Future earnings will primarily be a function of changes in fuel demand and
any value-added services. The proposed fixed and variable fee structure
incentivises utilisation.
•Ability of the refinery to generate cash and pay dividends is dependent on a
recovery in GRM and the level of refinery utilisation by Customers
Lower operational risk and capital intensity
•Lower operational risk with less complex and hazardous operations
•Significantly reduced on-going maintenance capex requirements
Reduced energy cost and carbon exposure
•Lower direct carbon emissions and opportunities to participate in
decarbonisation of transport fuels
•Significantly reduced exposure to high costs of electricity and gas in New
Zealand
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Import terminal
assessment/planning
(July 2020-now)
Final Investment Decision (FID) /
Binding customer agreements
(Target –end Q3 2021)
Front-end engineering & design and detailed planning
Customer term sheet & TSA
negotiations
Refinery run-down planning
and execution
Refinery decommissioning
(2 years)
Site repurposing
(10+ years)
Ongoing terminal works
(5-6 years)
Import terminal works
Site repurposing opportunity identification
Shareholder and lender
approvals
Workforce development
Workforce transition
(2 years)
Import terminal
commencement
(Target –by mid-2022)
Customer consultation & negotiation
Workforce engagement, planning and consultation
Simplified Refinery
implementation
(July 2020 -Jan 2021)
Strategic Review
Phase 1
(April-June 2020)
Consultation with Government, employees, Iwi and community on our future
Timeline
Refinery Transition Working group formed to support transition

#
SIMON ALLEN
CHAIRMAN

Shareholder Approval
Now is the right time to make this change
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In the opinion of Independent Appraiser,
Grant Samuel:
•“Maintaining the Simplified Refinery until
2035 would be a sub-optimal outcome for
Refining NZ and its shareholders”
•“The transition to an Import Terminal is fair
to the Non-Customer Shareholders of
Refining NZ”
The Independent Directors unanimously
Recommend that shareholders vote in favour

Resolution 1 Change in nature of business and major transaction
“That the Proposal is approved for the purposes of NZX Listing Rule 5.1.1(a) and, to the extent
applicable, NZX Listing Rule 5.1.1(b) and Section 129 of the Companies Act 1993, subject to the
Approval Requirements”.
14

Resolution 2 Provision of import terminal services
14
“That Refining NZ’s entry into documentation with each of the Customers (or their nominees) for
the provision of import terminal services and transitional arrangements from the Processing
Agreements, is approved as a Material Transaction under NZX Listing Rule 5.2.1”.

<#>
Questions

3
Online attendees –Question Process

Resolutions
Resolution 1:
“That the Proposal is approved for the purposes of NZX Listing Rule 5.1.1(a) and, to the extent
applicable, NZX Listing Rule 5.1.1(b) and Section 129 of the Companies Act 1993, subject to the
Approval Requirements”.
Resolution 2:
"That Refining NZ's entry into documentation with each of the Customers (or their nominees) for
the provision of import terminal services and transitional arrangements from the Processing
Agreements, is approved as a Material Transaction under NZX Listing Rule 5.2.1"
14

<#>
OUR SHAREHOLDERS ARE
KEYSTAKEHOLDERS
We welcome your further feedback.
Please email us at:corporate@refiningnz.com

Marsden Point Terminal Proposal
6 August 2021
Special Meeting