Notice of Annual Shareholders’ Meeting 2020

NOTICE OF ANNUAL
SHAREHOLDERS’
MEETING 2020
2.00PM, WEDNESDAY 29 APRIL 2020

Notice is hereby given that the fifty-ninth Annual Meeting of The New Zealand Refining Company
Limited (“Company” and “Refining NZ”) will be held via a virtual meeting on Wednesday, 29 April
2020 commencing at 2:00pm.
BUSINESS
PRESENTATIONS
(a) Chairman’s Address;
(b) Managing Director’s review;
(c) Statutory Accounts and Reports for the Financial Year Ended 31 December 2019.
To receive and consider the Annual Report, including the Financial Statements and the Auditor’s
Report, for the year ended 31 December 2019.
RESOLUTIONS
ITEM 1: REAPPOINTMENT OF AUDITOR
As advised to shareholders by way of an NZX announcement on 11 December 2019,
the Board has appointed Ernst & Young (EY) to provide external audit services to the
Company, following a market assessment of external audit services it is required to
complete every 10 years under its Auditor Independence Policy Statement (available
at www.refiningnz.com).
Although EY’s appointment for the year ending 31 December 2020 is automatic
under the Companies Act 1993, as EY is the Company’s new auditor the Board
considered it best practice for their first reappointment to be put to all shareholders
at this Annual Meeting.
The Board recommends the reappointment of EY.
ITEM 2: AUDITOR’S FEES AND EXPENSES
To consider and, if thought fit, to pass the following ordinary resolution:
“ 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 2020.”
ITEM 3: RE-ELECTION OF DIRECTOR
In accordance with Clause 8.9 of the Constitution, Mr S.C. Allen retires by rotation
and being eligible, offers himself for re-election. Accordingly, it is proposed that the
shareholders consider and, if thought fit, pass the following ordinary resolution for
the purposes of NZX Listing Rule 2.7.1:
“ That Mr S.C. Allen, who retires by rotation in accordance with clause 8.9 of the
Constitution, be re-elected as a Director of the Company.”
By Order of the Board
D. M. Jensen
Company Secretary
26 March 2020

ITEM 3
RE-ELECTION OF MR S.C. ALLEN
BSC, BCOM
Term of Office:
Appointed a Director on 4 December 2014 and last re-elected
at the 2017 Annual Meeting. Mr S.C. Allen is currently the
Chair of the Company.
Board Committees:
Chair of the Independent Directors Committee and member
of the Audit, Risk and Finance Committee, the People,
Nominations and Remuneration Committee, and the Health
and Safety, Environment and Operations Committee.
Experience:
Mr S.C. Allen has over 30 years commercial experience in
the New Zealand and Australian Capital Markets. He was
Chief Executive of investment bank BZW and ABN AMRO in
New Zealand for 21 years and has been actively involved in
advising companies, Government and investors on matters
relating to their strategies and capital markets participation.
Mr S.C. Allen is Chairman of IAG New Zealand, a Director of
Hammerforce Technologies Limited, and is a Trustee of the
Antarctic Heritage Trust. Mr S.C. Allen is a Chartered Fellow
of the New Zealand Institute of Directors.
Past governance roles include Auckland Health Care Services
Limited (Director), Financial Markets Authority (Chair),
NZSE (Director) and NZX Limited (Chair), Auckland Council
Investments Limited (Chair) along with a number of other
unlisted companies.
Independent Director and Board support:
Mr S.C. Allen is an Independent Director of the Company as
defined in the NZX Listing Rules. The Board is supportive of
the re-election of Mr S.C. Allen as a Director of the Company.
As advised to shareholders by way of an NZX
announcement on 11 December 2019, the Company
aligned its audit independence policy and its external audit
services with the guidance given by the Financial Markets
Authority (FMA) Handbook ‘Audit quality – a director’s
guide’ issued in November 2019, covering auditor selection,
auditor independence and the audit process itself.
In accordance with the Company’s revised Auditor
Independence policy statement, the Board carried out
a market assessment of external audit services – which
included consideration of the level of non-assurance
services provided and the length of tenure of the current
auditor – and appointed Ernst & Young (EY) to provide
external audit services to the Company. Consequently,
the Board and PwC reached a mutual agreement that
PwC resign from their audit role.
EY is now standing for reappointment by all shareholders
at this Annual Meeting.
The auditor’s fees and expenses must be fixed by the
Company at the Annual Meeting, or in the manner that the
Company determines at the Annual 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 2020.
EXPLANATORY NOTES
REAPPOINTMENT
OF AUDITOR
AUDITOR’S FEES
AND EXPENSES
AGENDA
ITEM
1
AGENDA
ITEM
2
RE-ELECTION
OF DIRECTOR
AGENDA
ITEM
3
SIMON ALLEN
INDEPENDENT CHAIRMAN

PROCEDURAL NOTES
PERSONS ENTITLED TO VOTE
The persons who will be entitled to vote at the Meeting
are those persons (or their proxies or representatives)
registered as holding Ordinary Shares on the Company’s
share register at 2:00pm on Wednesday, 29 April 2020.
PROXIES
A shareholder of the Company 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 of the Company. 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 and 3, except that the
Chairman will abstain from voting discretionary proxies in
respect of his own appointment under resolution 3.
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, but the Chairman will abstain from voting
on his own reappointment.
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 not later than 48 hours before the time for holding
the Meeting (i.e., 2pm on Monday, 27 April 2020).
ONLINE APPOINTMENT OF PROXIES AND VOTING
A shareholder of the Company 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 Investor Services Limited:
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 Voting/
Proxy Form. Proxies and votes submitted in this way must
be received on or before 2pm on Monday, 27 April 2020.
The Company Secretary, Denise Jensen, has been
authorised by the Board to receive and count postal votes,
including online votes, at the Meeting.
RESOLUTIONS
Resolutions 1, 2 and 3 are to be considered as separate
ordinary resolutions. To be passed, those resolutions
require the approval of a simple majority of the votes
cast by holders of securities of the Company entitled
to vote and voting.
RIGHTS TO VOTE
All shareholders of the Company are entitled to vote on the
resolutions, subject to the below disqualifications.
DISQUALIFICATION FROM VOTING
There are no voting restrictions placed on current
resolutions.
NZX REGULATION
NZX Regulation has not reviewed and approved this Notice
of Meeting. NZX Regulation takes no responsibility for any
statement in the Notice of Meeting or Explanatory Notes
accompanying the Notice of Meeting.
VIRTUAL MEETING
In light of recent public health announcements relating
to the spread of COVID-19, particularly limiting large
gatherings of people, the Company has made the decision
to hold its first virtual Annual Meeting. All shareholders will
have the opportunity to attend and participate in the 2020
Annual Meeting online via an internet connection (using a
computer, laptop, tablet or smartphone).
Virtual meetings will be accessible on both desktop and
mobile devices. In order to participate remotely you will
need to either:
• Download Lumi AGM from the App Store or Google
Play Stores for free – search for Lumi-AGM; or
• Visit web.lumiagm.com on your desktop or mobile
device. Ensure that your browser is compatible –
Lumi AGM supports the latest version of Chrome,
Safari, Internet Explorer, Edge or 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.
Audio will stream through the selected device,
so shareholders will need to ensure that they have the
volume control on their headphones or device turned up.
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 for them or send a postal vote, as they otherwise
would, by following the instructions on the proxy form and
this Notice of Annual Meeting.
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 Annual Meeting.
Shareholders will require the meeting ID – which is
367-615-918 – as well as their CSN/Securityholder Number,
which can be found on their proxy and postal voting form,
for verification purposes.
Private Bag 9024
Whangarei 0148, NZ
t: + 64 9 432 8311
e: corporate@refiningnz.com
www.refiningnz.com

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Refining NZ’s Annual Report for the year ended 31 December 2019 is publicly available on our website
www.refiningnz.com. Future Annual Reports will also be available from this website.
We encourage you to elect to receive all of your Refining NZ shareholder and bondholder communications electronically
by visiting www.investorcentre.com/nz. Existing users should login, select ‘My Profile’ and ‘Communication
Preferences’. For new users, click on ‘Create Login’ and follow the steps to create your User ID and password.
Alternatively, please supply your email address below if you wish to receive, where applicable, all shareholder and
bondholder communications electronically. This will include the Annual Reports, transaction statements, interest
statements, payment advice, meeting documentation and any other company related information.
Please tick this box and enter your email address below if you wish to receive, where applicable,
all shareholder and bondholder communications (including Annual Reports, transaction statements, interest
statements, payment advice, meeting documents and any other company related information) by email.
EMAIL ADDRESS:

If you provide your email address and tick the box above, you will be deemed to have elected the electronic option.
Please note that, although these reports are available electronically, you may at any time request a free printed copy
of the most recent Annual Report and future Annual Reports.
Please tick this box if you would like to receive a printed copy of the Annual Report when available
each year.
Please fill out the relevant sections above and return this form in the reply paid envelope provided;
or scan and email to enquiry@computershare.co.nz; or fax to 09 488 8787.
If you have any questions about changing how you receive shareholder communications, please contact Computershare.
SHAREHOLDER AND BONDHOLDER
COMMUNICATIONS

S209C NOTICE
Online
www.investorcentre.com/nz
Address
Computershare Investor Services Limited
Private Bag 92119
Auckland 1142
Phone
+64 9 488 8777

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>Download Lumi AGM from the App Store or Google Play Stor es for free—sear ch for Lumi AGM; or
>Visit web.lumiagm.com on your desk top or mobile device. Ensure that your browser is compatible—Lumi AGM supports the latest
ver sions of Chrome, Saf ari, Internet Explorer , Edge and Firefox.
VIRTUAL ANNUAL MEETING GUIDE 2020
GETTING STARTED
Virtual meetings are accesible on both desktop and mobile devices. In order to participate remotely you will need to either:
>us ername (CSN or Holder number);
>pas swor d (postcode, or country
code for over seas residents)
NEW ZEALAND RESIDENTS
Username (CSN or Holder number) and
Password (postcode).
USING LUMI AGM
ACCESSING THE VIRTUAL MEETING
Once you have downloaded Lumi AGM
or 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:
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
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.
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.
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’.
MEETING ID
367-615-918
Shareholders are encouraged to download the app prior to the Annual Meeting.
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 login
as a guest if you are not a shareholder in Refining NZ; however, you will not able to ask any questions or vote.
>If you have any questions, or need assistance with the online process, please contact Computershare on +64 9 488 8777
between 8.30am-5.00pm Monday to Friday.

VIEWING COMPANY DOCUMENTS
Links to the Notice of Meeting, Vir tual
Meeting Guide and Annual Report are
pr esent on the info scr een.
When you click on a link, the selected
document will open in your browser.
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.
MEETING ID
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
WATCHING THE WEBCAST
To wat ch the webcast, click the black
br oadcas t bar on scr een.
The video and/or slides will appear
shortly after (dependent on the
speed of your internet connection).
Remote entry to the annual meeting will open at 1.45PM NZT on
Wednesday 29 April 2020
367-615-918