Ann: MEETING: NZR: Notice of Annual Meeting 2012

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• Summary: MEETING: NZR: Notice of Annual Meeting 2012
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NZR
04/04/2012 11:14
MEETING

REL: 1114 HRS The New Zealand Refining Company Limited

MEETING: NZR: Notice of Annual Meeting 2012

Notice is hereby given that the fifty-first Annual Meeting of The New Zealand
Refining Company Limited ("Company") will be held at the Company's Offices,
Marsden Point, Ruakaka, Whangarei, on Friday 27th April 2012 commencing at
12:30pm.

Shareholders are invited to join the Directors for a light luncheon following
the meeting.

BUSINESS

Chairman's Address

Chief Executive Officer's Review

Item 1 Statutory Accounts and reports for the financial year ended 31
December 2011

To receive and consider the Annual Report, including the Financial Statements
and the Auditor's Report for the year ended 31 December 2011.

Item 2 Appointment of Auditor

To consider and, if thought fit, to pass the following ordinary resolution:

 "That PricewaterhouseCoopers be re-appointed as auditors to the Company for
the financial year ended 31 December 2012, and that the Directors be
authorised to fix their remuneration.

Item 3: Approval of CCR Project

Under the NZSX Listing Rules (9.1.1 (b)  and Constitution (5.4 (a)) a
shareholder vote is required where the value of a proposed investment is
greater than half the company's market capitalisation, based on the average
market value of the company over 20 working days preceding the announcement
to the market.

For the purposes of the NZSX Listing Rule 9.1.1, Refining NZ has added front
end engineering and design ('FEED') costs and expected capitalized interest
on projected borrowings to the NZ$365 million capital cost of the CCR
Project.  This results in a total cost of NZ$425 million which is greater
than half the Company's average market capitalisation of NZ$785 million as at
the announcement date, 21 February 2012.

Accordingly, it is proposed that the shareholders consider and, if thought
fit, pass the following ordinary resolution for the purposes of NZSX Listing
Rule 9.1.1 (b) and clause 5.4 (a) of the Constitution:

"That the Shareholders approve the Company undertaking the CCR Project to
construct a Continuous Catalytic Regeneration Unit as described in the
Explanatory Notes accompanying the Notice of Meeting."

(See Explanatory Notes)

Item 4: Re-Election of Directors

In accordance with Clause 8.6 of the Constitution, Messrs D.A. Jackson, P.J.
Morris and P.M. Springford retire by rotation and being eligible offer
themselves for re-election. Under Clause 8.5 of the Constitution, Messrs T.
Wall and Mr. A Warrell were appointed by the Directors to fill the vacancies
created by the resignation of Mr G.A. Worner and Mr G.W. Henson and being
eligible, offer themselves for election. Accordingly it is proposed that the
shareholders consider and, if thought fit, pass the following ordinary
resolutions for the purposes of NZSX Listing Rule 3.3.11:

(a) Re-election of Mr D.A. Jackson as a director of the Company
"That Mr D.A. Jackson, who retires by rotation in accordance with clause 8.6
of the Constitution, be re-elected as a director of the Company"

(b) Re-election of Mr P.J. Morris as a director of the Company
"That Mr P.J. Morris, who retires by rotation in accordance with clause 8.6
of the Constitution, be re-elected as a director of the Company"

(c) Re-election of Mr P.M. Springford as a director of the Company
"That Mr P.M. Springford, who retires by rotation in accordance with clause
8.6 of the Constitution, be re-elected as a director of the Company"

(d) Election of Mr T. Wall as a director of the Company
"That Mr T. Wall be elected as a director of the Company"

(e) Election of Mr A Warrell as a director of the Company
"That Mr A. Warrell be elected as a director of the Company"
 (See Explanatory Note for profiles)

Item 5: Increase in Director Fee Pool

 To consider and, if thought fit, to pass the following ordinary resolution
for the purposes of NZSX Listing Rule 3.5.1 and Clause 8.14 of the
Constitution:

 "That the total amount of Directors' fees payable annually to all Directors
taken together be increased with effect from the commencement of the current
financial year by $150,000 from $700,000 to $850,000, such sum to be divided
among the Directors as the Directors from time to time deem appropriate."

 (See Explanatory Notes)

By Order of the Board

D.M. Jensen
Company Secretary
4 April 2012
End CA:00221553 For:NZR    Type:MEETING    Time:2012-04-04 11:14:04