Refining NZ announces equity raising

refiningnz.com



NZX RELEASE
29 November 2021

Refining NZ announces equity raising to fund growth through Private Storage
Services
The New Zealand Refining Company Limited, to be renamed Channel Infrastructure NZ
Limited (Channel Infrastructure) upon commencement of import terminal operations from April
2022, announces that it plans to raise approximately NZ$43.5 million to fund Private Storage
Services.
On 22 November 2021, the Company announced that it had executed long-term agreements
to provide dedicated private storage to grow Channel Infrastructure beyond the shared Import
Terminal System (ITS), with further opportunities under negotiation.
Private storage is a complementary growth opportunity, which provides customers with
increased product supply scale and flexibility. The contracted private storage capacity will
require an initial capital commitment of c.$30 million, and is expected to result in incremental
revenue of c.$50 million (real) on a fixed rental basis over a 10 year term, with high EBITDA
conversion. This capacity will be progressively made available following required works from
the commencement of terminal operations through to early 2023.
Management is actively engaged with customers on additional private storage opportunities
which could require a further capital investment of up to c.$25 million and deliver additional
revenue of up to c.$60 million (real) over a 10-year term. The Company is working to agree
these additional private storage services prior to the commencement date of ITS services
under the Terminal Services Agreements.
The planned NZ$43.5 million equity raise will be used to fund contracted Private Storage
Services and those under negotiation.
Capital Raising
Refining NZ will undertake the equity raise through an underwritten NZ$38.5 million placement
of new shares (Placement) and a non-underwritten $5 million Share Purchase Plan (SPP),
with the ability to accept oversubscriptions at Refinery NZ’s discretion (the Offer).
The $38.5 million Placement will be conducted during the course of today. The approximately
47.0 million new shares to be issued under the Placement will be issued at a price to be
determined throughout the bookbuild process today, subject to an underwritten floor price of
$0.82 per share. A trading halt has been granted by NZX to facilitate the Placement.

refiningnz.com
The underwritten floor price represents a discount of:
• 6.8% to the last close on 26 November 2021 of $0.88; and

• 8.5% to the volume weighted average price of Refining NZ shares traded on the NZX
during the five days up to, and including 26 November 2021, of $0.896.
The Placement is underwritten by Forsyth Barr Group Limited.
The SPP will allow all eligible shareholders with a registered address in New Zealand on the
record date to apply for up to NZ$15,000 of new shares in Refining NZ. The issue price of the
new shares under the SPP will be the lower of the Placement price and a 2.5% discount to
the volume weighted average price of Refining NZ shares traded on the NZX during the five
trading days up to, and including, the end of the SPP offer period.
Refining NZ intends to raise NZ$5 million under the SPP, although we have the ability to
accept additional applications above that amount at our discretion. The SPP has been
structured to be as fair as possible to all existing shareholders and enables almost all
shareholders to participate through either the Placement or the SPP (except where restricted
due to legal constraints), and should scaling be required under the SPP, it will be by reference
to existing shareholdings on the record date.
The SPP offer opens on 2 December 2021, with the offer document also being available from
that date.
The new shares issued under the Offer will rank equally in all respects with Refining NZ’s
existing ordinary shares on issue.
For further information in respect of the Offer, please refer to the investor presentation that
accompanies this NZX announcement.

Investor Briefing
A conference call will be held at 9.30am NZT on 29 November 2021 regarding the Offer. Dial
in instructions are below:

AUDIO CONFERENCE DIAL IN DETAILS
START TIME: 9:30 am NZT, Monday, 29 November 2021
CONFERENCE SPEAKERS: Naomi James and Denise Jensen
DURATION: 45 minutes
CONFERENCE ID: 10018253
Participants need to pre-register for the conference by navigating to
https://s1.c-conf.com/diamondpass/10018253-4hdm4ha.html

Please note that registered participants will receive their dial in number upon
registration. Pre-registration fields of information to be gathered: Full Name & Company.

refiningnz.com

About Channel Infrastructure NZ
Channel Infrastructure’s vision is to be New Zealand’s leading independent fuel infrastructure
company. It will utilise the deep-water harbour and jetty infrastructure of Marsden Point to
import refined fuel, owned by its customers. Fuel will be stored at the Marsden Point site in
existing tanks at what will be the largest fuel terminal in New Zealand, with 180 million litres of
shared capacity, plus dedicated private storage and capacity to provide additional
storage. Channel Infrastructure will continue to provide quality fuel testing services both at the
Marsden Point site and around New Zealand, through its subsidiary, Independent Petroleum
Laboratory Limited (IPL).    
Fuel from Marsden Point will be distributed on behalf of Channel Infrastructure’s customers
primarily to the Auckland and Northland markets, which make up around 40% of New
Zealand’s fuel demand, through the 170-kilometre Refinery to Auckland Pipeline (the RAP)
and the truck loading facility (the TLF) located adjacent to the Marsden Point site. 
Conversion to an import terminal will reduce the Company’s direct CO2 emissions by almost
one million tonnes per annum, delivering around a third of the Governments’ first Emissions
Reduction Budget1. The RAP continues to provide the lowest carbon emissions option for
delivering fuel to New Zealand’s largest market – Auckland.
Refining NZ has been the country’s only oil refinery since it was established in 1961.  In
response to a significant decline in refining margins because of excess refining capacity in the
Asian region, Refining NZ initiated a strategic review of the business in April 2020, to
determine the optimal future business model and capital structure for the Company’s
future.  This review included extensive engagement with a range of stakeholders including
customers and Government regarding potential options for ongoing refinery operations and
the potential conversion to import terminal operations.   
For more information on Channel Infrastructure, please visit:
https://www.refiningnz.com/what-is-channel-infrastructure/.

ENDS
Authorised by:
Chris Bougen
General Counsel and Company Secretary

Media contact:
Laura Malcolm
communications@refiningnz.com
+64 21 02363 297

1
Reference: Transitioning to a low-emissions and climate-resilient future: emissions reduction plan discussion document
(https://environment.govt.nz/publications/emissions-reduction-plan-discussion-document/). The Company’s emissions are
expected to reduce by c. 3.5MT over the 2022 -2025 budget period.

refiningnz.com
IMPORTANT INFORMATION
This announcement is not a product disclosure statement or offering document under New
Zealand law or under any other law. It is for information purposes only and does not constitute
an offer, invitation or recommendation to subscribe for, retain or purchase any securities in
Refining NZ in any jurisdiction. This announcement does not constitute financial advice and
does not and will not form part of any contract for the acquisition of Refining NZ securities.
This market announcement has been prepared for publication in New Zealand and may not
be released to United States wire services or distributed in the United States. This
announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities
in the United States (or to, or for the account or benefit of, any person in the United States) or
any other jurisdiction. Any securities described in this announcement have not been, and will
not be, registered under the US Securities Act of 1933 and may not be offered or sold in the
United States except in transactions exempt from, or not subject to, registration under the US
Securities Act and applicable US state securities laws.
The information in this announcement is of general background and does not purport to be
complete. It should be read in conjunction with Refining NZ’s other market announcements
lodged with NZX, in particular the Investor Presentation, dated 29 November 2021, and the
Explanatory Booklet, dated 5 July 2021 (as updated by the Investor Presentation), which are
available at www.nzx.com under the ticker code “NZR”. The disclaimers in the ‘Disclaimer and
Important Information’ section of the Investor Presentation apply to this announcement.

---

29 November 2021

NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington

The New Zealand Refining Company Limited

Notice Pursuant to Clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct
Regulations 2014

1. The New Zealand Refining Company Limited (Refining NZ) announced on 29 November 2021 that it intends to
undertake an offer of new ordinary shares in Refining NZ by way of:

(a) a fully underwritten placement to selected investors to raise approximately $38.5 million (Placement);
and

(b) a non-underwritten share purchase plan to eligible shareholders with addresses in New Zealand to raise
up to $5 million (with the ability for Refining NZ to accept oversubscriptions at its discretion),

(together, the Offer).

2. Pursuant to the Offer, an offer for issue is being made to investors in reliance upon the exclusion in clause 19 of
Schedule 1 to the Financial Markets Conduct Act 2013.

3. This notice is provided under subclause 20(1)(a) of Schedule 8 to the Financial Markets Conduct Regulations 2014
(the Regulations).

4. As at the date of this notice:

(a) Refining NZ is in compliance with the continuous disclosure obligations that apply to it in relation to the
ordinary shares in Refining NZ;

(b) Refining NZ is in compliance with its financial reporting obligations (as defined in subclause 20(5) of
Schedule 8 to the Regulations); and

(c) there is no information that is “excluded information” (as defined in subclause 20(5) of Schedule 8 to the
Regulations).

5. The Offer is not expected to have any effect on the "control” (within the meaning of clause 48 of Schedule 1 to
the Financial Markets Conduct Act 2013) of Refining NZ.

Ends

Authorised by:
Chris Bougen
General Counsel and Company Secretary

For further information:
Laura Malcolm
Communications Advisor
communications@refiningnz.com
+64 (0)21 0236 3297

---

Equity Raise for Private
Storage Services
29 November 2021
Investor Presentation

This presentation has been prepared by The New Zealand Refining Company Limited (Refining NZ) in relation to the
placement and share purchase plan offer of new ordinary shares in Refining NZ (New Shares) to be made to:
•Eligible institutional and other selected investors (Placement); and
•Eligible shareholders of Refining NZ (Share Purchase Plan),
under clause 19 of Schedule 1 to the Financial Markets Conduct Act 2013 (FMCA) (the Placement and the Share
Purchase Plan, together, are the Offer).
Information: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), is of a general nature and does not purport to be
complete nor does it contain all the information which a prospective investor may require in evaluating a possible
investment in Refining NZ or that would be required in a product disclosure statement for the purposes of the FMCA.
Refining NZ is subject to a disclosure obligation that requires it to notify certain material information to NZX Limited
(NZX). This presentation should be read in conjunction with Refining NZ’s other periodic and continuous disclosure
announcements released to NZX (in particular the Explanatory Booklet, dated 5 July 2021, as updated by this
presentation). No information set out in this presentation will form the basis of any contract.
Investment risk: An investment in securities in Refining NZ is subject to investment and other known and unknown
risks, some of which are beyond the control of Refining NZ. Refining NZ does not guarantee any particular rate of
return or the performance of Refining NZ.
Forward-looking statements:The Information and other communications or statements made by Refining NZ or its
subsidiaries or any of their respective shareholders, directors, employees, agents or advisors may include forward-
looking statements. Forward-looking statements are all statements other than statements of historical fact and any
other statement or estimate regarding the future prospects or performance of Refining NZ (and its subsidiaries)
(Group), its business or its assets including following any conversion to an import terminal (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 (as
updated by this presentation). You acknowledge that any forward-looking information: (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. You are strongly
cautioned not to place undue reliance on any forward-looking statements, particularly in light of the current
economic climate and the significant volatility, uncertainty and disruption caused by the outbreak of COVID-19,
and the significant nature of the changes being undertaken to Refining NZ’s business.
Financial information:Forward looking figures in the Information 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 the Information.
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 the
Information is not audited or reviewed.
No representation or warranty:To the maximum extent permitted by law, neither Refining NZ nor any of its
subsidiaries or any of their respective 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 the Offer, the Group, its business, or its assets, including after any 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. To the maximum extent permitted by law,
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 the Group, 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:None of the Information constitutes investment, accounting, financial, legal, tax or other professional
advice. The Information has been prepared without taking into account your investment objectives, financial or taxation
situation or particular needs or circumstances. 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 Offer, the Group, its business, its assets (including after any Conversion), 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 subsidiaries or any of their respective shareholders, officers, directors, agents, employees or
advisors for any such reliance, to the maximum extent permitted by law.
Exclusion of liability:You acknowledge and agree, to the maximum extent permitted by law, that neither Refining NZ
nor any of its subsidiaries, or any of their respective 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 related bodies corporate or affiliates or any of their respective shareholders, directors, officers, employees,
agents or advisors in connection with the review, investigation, evaluation or analysis of this presentation, the
Information, the Offer, the Group, its business, its assets including after any Conversion, or otherwise arising from any
such review, investigation, evaluation or analysis (including any decision to subscribe for New Shares); 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 all or part of the Conversion at any time and for any reason; or (iii) have any
obligation to complete any aspect of the Offer and reserves the right to withdraw or vary the timetable for the Offer.
Not an offer:None of the Information is a prospectus or product disclosure statement or other disclosure document
under New Zealand law or any other law (and will not be lodged with the Registrar of Financial Service Providers). All
of the Information is for information purposes only and is not an invitation or offer of securities for subscription,
purchase or sale in any jurisdiction. None of the Information constitutes investment or financial advice (nor tax,
accounting or legal advice) or any recommendation to acquire New Shares and does not and will not form any part of
any contract for the acquisition of New Shares. Any decision to purchase New Shares in the Share Purchase Plan
must be made on the basis of the information to be contained in a separate offer document which will be available
following its lodgement with NZX (Offer Document). Any eligible shareholder who wishes to participate in the Share
Purchase Plan should consider the Offer Document in deciding to apply under that offer. Anyone who wishes to apply
for New Shares under the Share Purchase Plan will need to apply in accordance with the instructions contained in the
Offer Document. None of the Information constitutes an offer to sell, or a solicitation of an offer to buy, any securities in
the United States. The distribution of any Information outside New Zealand may be restricted by law. Any recipient of
any Information who is outside New Zealand must seek advice on and observe any such restrictions. Any failure to
comply with any such restrictions may contravene applicable securities law. Refining NZ disclaims all liability in respect
of any such contravention by any other person to the maximum extent permitted by law. Refer to the section
“International offer restrictions” of this presentation for information on restrictions on eligibility criteria to participate in
the Placement (noting that the Share Purchase Plan will be restricted to eligible shareholders in New Zealand).
Disclaimer & Important Information
2

Channel Infrastructure’s growth strategy underway
Long form customer agreements signed, and Final Investment Decision(FID) made by the Board
−As announced on 22 November 2021, Refining NZ has signed long-term Terminal Services Agreements (TSA’s)
1
with all three of its
existing customers (bp, Mobil and Z Energy) for the provision of ITS services, consistent with the terms described in the Explanatory
Booklet dated 5 July 2021 and approved by Shareholders on 6 August 2021
−FID made by the Board with commencement of import terminal services from April 2022
1
. Company name will change to Channel
Infrastructure NZ Limited (NZX:CHI) when import terminal services commence
Initial contracts executed to provide Private Storage Services to grow Channel Infrastructure beyond the shared ITS, with
further private storage opportunities under negotiation
−Contracted private storage capacity will deliver an estimated $50 million (real) in incremental revenue over an initial 10-year
contractterm
−Channel Infrastructure has opportunity to provide further private tank storage capacity to customers, in addition to the contracts
already executed
−We are actively engaged with customers around these further opportunities and are working towards agreeing themprior to the
Services Effective Date (SED)
2
EquityRaising to fund Private Storage Services
−To fund contracted private storage services and those under negotiation, Channel Infrastructure isseeking to raise $43.5 million in
new equity through a $38.5million underwritten Placementat the floor price of $0.82 per shareand $5 million non-underwritten
Share Purchase Plan (SPP), with discretion to accept oversubscriptions
1
2
3
Equity raise of approximately $43.5million to fund Private Storage Services beyond the shared Import Terminal
System (ITS)
1.
The Terminal Services Agreements (TSA’s) are subject to certain conditions precedent summarised in the Explanatory Booklet. If all conditions in the TSAs have not been satisfied by 1 April 2022, terminal services will
be provided under the existing Processing Agreements (at TSA fees) until the conditions have been satisfied.
2.
Refer to Glossary
3

Critical infrastructure delivering morestable earnings
through long-term customer agreements

Ownershipof critical and highly efficient infrastructure

Long-termcustomer contracts

Projected stable earnings,cash flow and dividends

Supporting decarbonisationof New Zealand’s economy

Focused growth strategy
Channel Infrastructure Investment Highlights
Note : the Truck Loading Facility (TLF) and Wiri Terminal end-delivery points do
not form part of the Import Terminal System assets owned by Refining NZ.
4

Long form TSA’ssigned for shared ITS services
Summary of TSAs:
3
•Long term: 10-year initial term with two rights of renewal for a further
five years each at customer’s discretion
•Pricing: aggregate fees are expected to average approximately $95
million per annum (real) across the initial 10-year term
4
•Combination of fixed and throughput-based fees (including PPI-based
indexation from 1 January 2023):
•Incentivisescustomer utilisationof infrastructure
•Fixed Fees expected to largelycover cash costs post conversion
•ITS fees commence: from 1 April 2022
•Minimum take-or-pay (ToP) commitments: support debt funding of
initial conversion costs and allows for recovery in jet fuel demand
•Third party access: Provision for third-party access to unutilisedRAP
capacity after first three years of initial term
•Conditions precedent: the TSAs are subject to certain conditions
precedent including finalisationof related operational agreements
(e.g., co-mingling and vessel scheduling agreements)
5
•Dispute Notices: all customers and Refining NZ have agreed to
withdraw existing dispute notices under the Processing Agreements
with effect from the commencement of import terminal services under
the terms of the TSAs
Channel Infrastructure will provide ITS services under long-term TSAs with customers bp, Mobil and Z
Energy
5
3.See section 6 (Risks to Refining NZ Group’s business and plans) of the Explanatory Booklet dated 5 July 2021 (as updated by this presentation), in relation to the risks associated with the terminal business.
4.At assumed levels of product throughput reflecting current demand forecasts. See Section 2.3 of the Explanatory Booklet dated5 July 2021.
5.See section 2.4 of the Explanatory Booklet for a summary of the material conditions to the TSA.
AnnualisedFixed Fee and ToPFee over initial contract term

Grow and Diversify –Private Storage Services
Channel Infrastructure has executed long-term agreements to provide Private Storage capacity with further
opportunities under negotiation
As New Zealand’s largest transport fuels storage terminal, Channel Infrastructure has strong incentives to undertake the Private
Storage Services growth project:
6
Incentivises use of ITS
•Private storage tanks provide customers with increased product supply scale and flexibility, and is expected to further
incentivisetheir use of the ITS
Complementary growth
opportunity contracted
•Initial contracts executed to provide Private Storage Services
•Priced having regard to estimated incremental conversion and tank refurbishment/maintenance costs
•Fixed rental charges for private storage will be PPI indexed across the contract term
•An initial capital commitment of c.$30 million is expected to result in incremental revenue of c.$50 million (real) over a
10-year term, with high EBITDA conversion
Further growth opportunity
•Management is actively engaged with customers on additional private storage opportunities
•These opportunities could require a further capital investment of up to c.$25 million, to deliver an estimated
incremental revenue of up to c.$60 million (real) over a 10-year term
•Further tankage is available to supportany confirmed domestic fuel stockholding policy released by the Government
Co-ordinatedtiming
•Private Storage tanks are expected to be progressively made available from the commencement of import terminal
operations through to early 2023
Funding
•Refining NZ is now seeking to raise $43.5million of new equity through a $38.5million underwritten Placement atthe
floor price of $0.82 per shareand $5million non-underwritten Share Purchase Plan
6
to fund contracted Private
Storage Services and those under negotiation
6.Refining NZ retains the right to accept oversubscriptions

Timeline to commencement of ITS services
•Refining NZ has completed the necessary design
and planning work which underpinned the final
investment decision by the Refining NZ Board
•Refining NZ has obtained the consent of its
lenders to the conversion and secured conversion
fundingby extending a $25 million facility and
additional facilities totaling $30 million, subject to
satisfaction of certain conditions precedent
7
•A Refinery Run Down Plan has been agreed with
customers, with the refinery processing
hydrocarbon products on site through to refinery
shutdown
•An ITS Ramp Up Plan has also been agreed with
customers, with work already underway, and long-
lead items ordered
•Organisationtransition plans are well advanced
and transition support arrangements are in place
•See next slide for potential impacts of COVID-19
lockdowns/restrictions.
7
Overview of the Transition Process
Import terminal operations to commence from April 2022
7.See announcement of 19 August 2021 in relation to conditions of facilities and lender consents.
Shareholderapprovals
Shareholder
Meeting
Final Investment
Decision
Import Terminal
Commencement
Commercial negotiations
Lenderapprovals
Capitalprojects –design
Terminalplanning
Workforceplanning
Refineryshutdown planning
Workforcedeployment
Terminal establishment
Capital projects –design &
construction
Capital projects–construction
Workforceimplementation
Terminaloperation
Refinery shutdown &
decommissioning
Siterepurposing
Siterepurposing–opportunityidentification
Approvals
November 2021
Implementation
FID to April 2022
Operational
requirements
Approval
requirements
Key

Update on COVID-19
Refining NZ is actively managing the impacts and risks of COVID-19 to refinery operations and terminal
projects and transition
8
The information below updates Section 6 (Risks to Refining NZ Group’s business and plans) of the Explanatory Booklet dated 5 July
2021, which describes the risks faced by the Company during and after the conversion to an import terminal. In particular, the following
information should be read in conjunction with Section 6 of the Explanatory Booklet and as updated by this presentation as a whole.
Risk of COVID-19 outbreak on site and
potential impact to continuity of refinery
operations, with reduced access to skilled
labour, being actively managed
Refining NZ largely protected from impact of
COVID-19 lockdowns on fuel demand through
Fee Floor
Contingency plans in place to mitigate the
impact of a skills shortage and cost inflation
resulting from lockdowns, border closures and
supply chain disruptions
•Protocols in place to limit on-site personnel to
essential staff only during periods of elevated
COVIDrisk and lockdowns and to separate
key operational staff from other personnel
and other shifts
•On-site vaccinations for employees and
contractors
•Protocols and impact both subject to
DHB/MOH requirements in the event of an
outbreak
•Refinery operated at minimum throughput
during recent Level 4 lockdown (approx. 15%
lower than normal)
•During Auckland Level 4 lockdowns, RAP
throughput reduced by c. 50% pre-COVID
levels. Diesel throughput has now largely
recovered, with petrol at c.70-80% and jet at
c.30% of pre-COVIDlevels –c.$1.5 -$2
million impact to RAP revenue through
August to October
•Customers exporting excess refined products
and have not sought temporary shutdown of
refinery, as occurred in 2020
•Long-lead items all ordered and on site or
enroute; ongoing focus on managing cost
inflation and supply chain delay risks in line
with project cost and schedule contingencies
•Local sourcing of contractors to undertake
terminal conversion projects and
decommissioning work
•Protocols developed to enable work to
continue on site through periods of
restriction/lockdown (as occurred for the
turnaround undertaken in March this year).

Estimated financial impacts of conversion (excluding private storage)
•The refinery is expected to run cash neutral
8
up until the time of
closure in 2022
•First full year of terminal operations in 2023 expected to be:
−c. $110 million revenue
9
−c. $35 –38 million operating costs
10
(subject to electricity supply,
transmission and distribution costs)
−c. $12 million financing costs
11
−No income tax payable, based on available tax losses
12
•Terminalcapital expenditure expected to be in the range of $5-10
million per annum over the initial contract term
•Total conversion cash costs (operating and capital) expected to be in
therange of $200 to $220 million
13
over 5-6 years with around two-
thirds currently expected to be spent to the end of 2022
•The dividend policy is expected to be based on a pay-out ratio of 60%-
70% of Free Cash Flow,
14
and is intended to commence after an initial
period of deleveraging to reduce leverage to below 4.5 times Net
Debt/EBITDA
15
•Assuming the level and timing of conversion costs outlined above are
achieved, the Company would expect dividends to recommence 1-2
years following the commencement of ITS services
•Impairment and revaluation work underway following FID, with results
to be reflected in FY21 accounts
16
•The Company will provide a quarterly update on the conversion project
through 2022, replacing the bi-monthly operating report which will
cease from the end of 2021
•
9
8.Cash neutral excludes Strategic Review / Conversion Project restructuring and implementation costs.
9.Estimated revenue includes $100 million terminal revenue and $10 million of other revenue as detailed in the Investor Presentation issued 5 July 2021.
10.Operating costs excluding conversion operating costs.
11.Financing costs based on current terms, hedged positions and current BKBM.
12.See section 4.8 of the Explanatory Booklet dated 5 July 2021 for more information.
13.See section 4.6 of the Explanatory Booklet dated 5 July 2021 for more information. Note that this excludes financing costs and demolition costs (expected to occur 10+ years post conversion).
14.Adjusted net cash generated from operations less maintenance capex.
15.The Board reserves the right to adjust the payoutratio or expected timing for the recommencement of dividends should the timing, costs or revenue associated with the conversion(including new services such as Private Storage
Services) or the import terminal business change. The dividend policy will be subject to the Board’s due consideration of theCompany’s medium-term asset investment programme; a sustainable financial structure for Channel
Infrastructure, recognising the targeted investment grade rating (within five years of the Services Effective Date); and the risks from short and medium term economic and market conditions and estimated financial performance.
16.See section 4.7 of the Explanatory Booklet dated 5 July 2021 for more information.
Set out below is information regarding certain elements of the estimated financial impacts of the conversion on the Company,
which updates the information provided in the Explanatory Booklet, dated 5 July 2021. It should be read together with the
Explanatory Booklet, in particular, Section 6 regarding the risks faced by the Company during and after the conversion and in
light of the current uncertainty and disruption caused by the outbreak of COVID-19.

Channel Infrastructure Strategy
Refining NZ’s near-term focus is on safely executing the Conversion Project to plan, with a view to CHI’s longer
term strategy
10

Conversion supports decarbonisation of NZ transport fuels
Delivering amaterial
reduction in NZ
emissions
Future
decarbonisation of
NZ transport fuels
Longer term, Channel Infrastructure is expected to play a role
in:
•Transition to future fuels: potential import or production of
biofuels, including sustainable aviation fuel, and hydrogen
•Growth in electricity: 26MW solar project (with or without
firming) provides the opportunity to make Marsden Point partially
or wholly electricity self-sufficient and renewable
In the near term, conversion delivers:
•A 98%reduction in the Company’s 2019 carbon emissions,
equivalent toalmost 1 million tonnesCO
2
p.a.
•Around a thirdof NZ’s first Emissions Reduction Budget
17
The Refinery to Auckland pipeline remains thelowest available
emissions routefor delivering fuel to the Auckland market
0
200
400
600
800
1,000
1,200
1,400
2019 refinery
emissions
Simplified
refinery (2021
estimate)
Import
terminal
Thousands
mt
CO
2
Scope 1 & 2 emissions
Scope 1Scope 2
Conversion will deliver a material reduction in NZ emissions in the near term and is expected to enable Channel
Infrastructure to play a key role in the future decarbonisation of NZ transport fuels
17.Reference: Transitioning to a low-emissions and climate-resilient future: emissions reduction plan discussion document (https://environment.govt.nz/publications/emissions-reduction-plan-discussion-document/). The Company’s emissions are expected to
reduce by c. 3.5MT over the 2022 -2025 budget period.
98%

Equity Raise Details
Offersize and
structure
•Seeking to raise $43.5 million through a:
•Placement of47.0 million shares, raising$38.5 million at the underwritten floor price of $0.82 per share
•Share Purchase Plan of $5million (Refining NZ may elect to accept oversubscriptions at its discretion)
Use of proceeds
•The proceeds of the EquityRaise will provide funding for contracted private storage services and those under negotiation
Offer price
•New shares under the Placementwill be issued at a price to be determined following a bookbuild process today, subject to
an underwritten floor price of $0.82 per share. The underwritten floor price represents a discount of:
•6.8% to the last close on 26 November2021 of $0.88
•8.5% to the VWAP of Refining NZ shares traded on the NZX during the five days up to, and including 26
November2021, of $0.896
•New shares under the Share Purchase Plan will be issued at the lower of:
•The Placement price
•A 2.5% discount to the VWAP of Refining NZ shares traded on the NZX during the five trading days up to, and
including, the end of the SPP offer period
Ranking
•New shares issued under the Placement and SPP will rank equally with existing Refining NZ shares on issue
Underwriting
•The Placement is underwritten by Forsyth Barr Group Limited
12

Equity Raise Timetable
Placement
Announcement of Offer and cleansing notice released to the NZX29 November 2021
Refining enters trading halt and bookbuild undertaken29 November 2021
Trading halt lifted30 November 2021
Placement settlement date, allotment of New Shares under the Placement and trading commences on the NZX
2 December 2021
Share Purchase Plan
Share Purchase Plan Record Date (5pm NZ time)26 November 2021
Expected release of the Share Purchase Plan offer document, Share Purchase Plan opens2 December 2021
Share Purchase Plan closing date (5pm NZ time)13 December 2021
Share Purchase Plan price announced14 December 2021
Share Purchase Plan settlement date, allotment of New Shares under the Share Purchase Plan and trading commences on the
NZX
17 December 2021
13

International Offer Restrictions
14
International selling restrictions: This presentation does not constitute an offer of New Shares in any jurisdiction in which it would be unlawful.
In particular, this presentation may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside New
Zealand except, in relation to the Placement, to the extent permitted below:
•Australia
•This document and the offer of New Shares are only made available in Australia to
persons to whom an offer of securities can be made without disclosure in accordance
with exemptions in sections 708(8) (sophisticated investors) or 708(11) (professional
investors) of the Australian Corporations Act 2001 (the “Corporations Act”).
•This document is not a prospectus, product disclosure statement or any other formal
“disclosure document” for the purposes of Australian law and is not required to, and does
not, contain all the information that would be required in a disclosure document under
Australian law. This document has not been, and will not be, lodged or registered with the
Australian Securities & Investments Commission and the Company is not subject to the
continuous disclosure requirements that apply in Australia.
•Prospective investors should not construe anything in this document as legal, business or
tax advice nor as financial product advice for the purposes of Chapter 7 of the
Corporations Act. Investors in Australia should be aware that the offer of New Shares for
resale in Australia within 12 months of their issue may, under section 707(3) of the
Corporations Act, require disclosure to investors under Part 6D.2 if none of the
exemptions in section 708 of the Corporations Act apply to the re-sale.
•Hong Kong
•WARNING: This document has not been, and will not be, registered as a prospectus
under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of
Hong Kong, nor has it been authorised by the Securities and Futures Commission in
Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of
Hong Kong (the "SFO"). Accordingly, this document may not be distributed, and the New
Shares may not be offered or sold, in Hong Kong other than to "professional investors"
(as defined in the SFO and any rules made under that ordinance).
•No advertisement, invitation or document relating to the New Shares has been or will be
issued, or has been or will be in the possession of any person for the purpose of issue, in
Hong Kong or elsewhere that is directed at, or the contents of which are likely to be
accessed or read by, the public of Hong Kong (except if permitted to do so under the
securities laws of Hong Kong) other than with respect to New Shares that are or are
intended to be disposed of only to persons outside Hong Kong or only to professional
investors. No person allotted New Shares may sell, or offer to sell, such securities in
circumstances that amount to an offer to the public in Hong Kong within six months
following the date of issue of such securities.
•The contents of this document have not been reviewed by any Hong Kong regulatory
authority. You are advised to exercise caution in relation to the offer. If you are in doubt
about any contents of this document, you should obtain independent professional advice.
•Singapore
•This document and any other materials relating to the New Shares have not been, and
will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority
of Singapore. Accordingly, this document and any other document or materials in
connection with the offer or sale, or invitation for subscription or purchase, of New
Shares, may not be issued, circulated or distributed, nor may the New Shares be offered
or sold, or be made the subject of an invitation for subscription or purchase, whether
directly or indirectly, to persons in Singapore except pursuant to and in accordance with
exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act,
Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance
with the conditions of any other applicable provisions of the SFA.
•This document has been given to you on the basis that you are (i) an "institutional
investor" (as defined in the SFA) or (ii) an "accredited investor" (as defined in the SFA). If
you are not an investor falling within one of these categories, please return this document
immediately. You may not forward or circulate this document to any other person in
Singapore.
•Any offer is not made to you with a view to the New Shares being subsequently offered
for sale to any other party. There are on-sale restrictions in Singapore that may be
applicable to investors who acquire New Shares. As such, investors are advised to
acquaint themselves with the SFA provisions relating to resale restrictions in Singapore
and comply accordingly.

Glossary
15
Channel Infrastructure
•Channel Infrastructure NZLimited (being the new name adopted by The New Zealand Refining Company Limited, effective
from when import terminal services commence)
Company or Refining NZ•The New ZealandRefining Company Limited
Core ITS Services•See Section 2.4 of the ExplanatoryBooklet
Explanatory Booklet
•The Marsden Point Conversion Proposal Explanatory Booklet and Independent Appraisal Report document as released to
NZX on 5 July 2021
FID•Final Investment Decision by the Refining NZ Board
ITS•Import Terminal Systemas described in Section 2.2 of the Explanatory Booklet
RAP•Refinery to Auckland pipeline
SED•Services Effective Date is the commencement date of the Import Terminal System Services under the TSAs
StrategicReview
•The review of the Company’s operations as announced on NZX on 15 April 2020 under which the Company soughtto
determine the optimal business model and capital structure for its assets in order to maximize returns to shareholders and
deliver secure, competitive fuel supply to New Zealand
TLF•Truck Loading Facility
TSA•The TerminalServices Agreement as agreed with each of the customers

---

Corporate Action Notice
(Other than for a Distribution)

Page 1 of 1
Section 1: issuer information
Name of issuer The New Zealand Refining Company Limited
Class of Financial Product Ordinary shares in The New Zealand Refining Company
Limited
NZX ticker code NZR
ISIN (If unknown, check on NZX website) NZNZRE0001S9
Name of Registry Computershare Investor Services Limited
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share Purchase
Plan
X
Renounceable
Rights issue

Capital
reconstruction

Non
Renounceable
Rights issue

Call Bonus issue
Record date 26/11/2021
Ex-Date (one business day before the
Record Date)
25/11/2021
Currency NZD
Share Purchase Plan
Number of financial products to be issued
OR
Maximum dollar amount of Financial
Products to be issued
Up to NZ$15,000 per shareholder / beneficial owner with
an address in New Zealand, for an aggregate offer size of
$5 million with provision for Refining NZ to accept
oversubscriptions at its discretion.
Minimum application amount (if any) N/A
Exercise Price The lower of (a) the price paid by investors in the
placement and (b) the price that is a 2.5% discount to the
5-day volume weighted average price up to, and including,
the closing date for the share purchase plan.
Scaling reference date Any scaling will be applied by reference to holdings of
existing shares at the record date (26/11/2021)
Closing Date 13/12/2021
Allotment Date 17/12/2021
Authority for this announcement (mandatory)
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 29/11/2021