Notice of Financial Assistance

NZX RELEASE

16 December 2021

Provision of Financial Assistance under Employee Share Purchase Scheme
In accordance with section 80 of the Companies Act 1993, The New Zealand Refining Company
Limited (Company) is required to make the following disclosure in respect of financial assistance
provided by the Company for the recent allocation to its employees under the Company’s Employee
Share Purchase Scheme (Scheme).
The Company established the Scheme which qualifies as an “Exempt ESS” under section CW26C of
the Income Tax Act 2007 (as amended). The Scheme recognises the important contribution that the
Company’s employees make to its future. By offering shares under the Scheme, the Board
considers that it will incentivise permanent employees to support and remain through the transition
period and be committed to a successful outcome for the Company.
Under the Scheme:
• Participating employees have been offered $1,001 worth of shares in the Company.
• An employee contribution of $1 (deducted from their pre-tax salary or wages) toward the
$1,001 offer amount is made.
• The Company has contributed the rest of the cost (i.e. $1,000) of acquiring the shares up to
the $1,001 offer amount. This $1,000 Company contribution amount was approved by the
Board, on the basis of incentivising employees to commit to the transition period and to a
successful outcome for the Company.
• A trust has been previously created under the Scheme, with CRS Nominees Limited acting
as trustee (Trustee), for the purpose of acquiring the Company’s shares either on NZX or by
issuance from the Company and holding those shares on behalf of the participating
employees until they are withdrawn from the Scheme by the participating employee following
a period of restriction.
The details of the financial assistance provided by the Company are as follows:

Shares in respect of which the financial
assistance was provided
306,605 ordinary shares in the Company
(Shares).

Consideration paid for the Shares

$0.8650 per Share.

Recipient of the financial assistance

The Trustee received the financial assistance
noted below. The Trustee holds the Shares for
the benefit of the participating employees of the
Company who applied to acquire Shares under
the Scheme. The Shares are held by the
Trustee for the participants until they are
withdrawn by the participants following a
restricted period of 3 years from the acquisition
date, unless released earlier in certain limited
circumstances (e.g. death, sickness etc).

- ENDS -

Authorised by:
Chris Bougen
General Counsel and Company Secretary

Nature of financial assistance
The financial assistance was given in the form
of (a) an advance of NZ$265,000 to the Trustee
to acquire the Shares, which is then paid back
to the Company as subscription funds for the
shares; and (b) approximately NZ$31,000 to
cover the costs of operating the Scheme.