Capital Change Notice – Management Share Rights

Capital Change Notice

Updated as at 17 October 2019



Section 1: Issuer information
Name of issuer The New Zealand Refining Company Limited
NZX ticker code NZR
Class of financial product Unquoted share rights (Share Rights)
ISIN (If unknown, check on NZX website) N/A
Currency NZ$
Section 2: Capital change details
Number issued/acquired/redeemed 1,377,394
Nominal value (if any) N/A
Issue/acquisition/redemption price per security Share Rights are issued for nil cash
consideration.
Nature of the payment (for example, cash or
other consideration)
N/A
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the
number of Financial Products of the Class,
excluding any Treasury Stock, in existence)
24.00%
For an issue of Convertible Financial Products
or Options, the principal terms of Conversion
(for example the Conversion price and
Conversion date and the ranking of the Financial
Product in relation to other Classes of Financial
Product) or the Option (for example, the
exercise price and exercise date)
Each Share Right converts on a 1:1 basis for
nil cash consideration into fully paid ordinary
shares, subject to vesting conditions relating
to: a) the safe, on time, on budget and to-
plan conversion to import terminal operations
in 2022; and b) the Eligible Employees
remaining employed when satisfaction of
condition (a) is assessed in February 2023
(subject to vesting entitlement for no-fault
terminations).
Shares will be issued (or transferred in
accordance with terms of the Refining NZ
Share Rights Plan) in respect of vested
Share Rights as soon as reasonably
practicable after vesting. Share Rights rank
behind Refining NZ’s ordinary shares, are
non-transferable, cannot be encumbered,
and have no voting or other share rights.
Share Rights are otherwise subject to the
terms of individual offer letters and the rules
of the Refining NZ Share Rights Plan,
including that a participant’s Rights lapse
automatically in the event of fraud,
dishonesty or wilful default.
Reason for issue/acquisition/redemption and
specific authority for
issue/acquisition/redemption/ (the reason for
change must be identified here)
The Company is converting from a refinery to
an import terminal. The Issue of Share
Rights under Refining NZ Share Rights Plan
is to retain and incentivise key members of

management through the conversion project
and to deliver the safe, on time, on budget
and to-plan conversion to import terminal
operations in 2022.
Total number of Financial Products of the Class
after the
issue/acquisition/redemption/Conversion
(excluding Treasury Stock) and the total number
of Financial Products of the Class held as
Treasury Stock after the
issue/acquisition/redemption.
5,738,066
In the case of an acquisition of shares, whether
those shares are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or
redemption, including a reference to the rule
pursuant to which the issue, acquisition, or
redemption is made
Resolution of the Board and Listing Rules
4.6.1 and 4.9.1(b).
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
No cash consideration is payable by the
Eligible Employees on the grant of the Share
Rights or on the issue or delivery of fully paid
ordinary shares following vesting of Share
Rights. As noted above, vesting of Shares
Rights is subject to continued employment
(subject to early vesting for no-fault
terminations), together with other conditions
noted above.
Date of issue/acquisition/redemption 21 December 2021
Section 3: Authority for this announcement and contact person
Name of person

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

21 December 2021