New Zealand Refining : 2016 Annual Meeting Proxy Form

3eb036d1-6f90-4a17-8cf4-15e93606f4e9.pdf

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By Mail

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Private Bag 92119, Auckland 1142, New Zealand

By Fax

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CSN/Shareholder Number:

PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand) to securely access InvestorVote and then follow the prompts to lodge or appoint your proxy online.

For your proxy to be effective it must be received by 2:00pm Monday 2nd May 2016

Notes

1. Postal Voting:

   If you are unable or do not wish to attend the meeting or appoint a proxy or representative, you may cast a postal vote by completing and lodging this Form in accordance with the instructions below. Alternatively, you may cast your vote online at www.investorvote.co.nz.

2. Appointment of Proxy:

   As a shareholder you may attend the meeting and vote, or you may appoint a proxy to attend the meeting and vote in your place. A proxy need not be a shareholder of the Company. You may, if you wish, appoint "The Chairman of the Meeting" as your Proxy. The Chairman intends to vote any undirected proxies held by him in favour of resolutions 1, 2(a), 2(b), 2(c) and 3. Joint holders must all sign the form if appointing a Proxy. If you are a company you may appoint a proxy or you may appoint a representative to attend the meeting using this Form, signed on your behalf by a person authorised by resolution of your board. If this Form has been signed under a power of attorney a signed certificate of non-revocation of the power of attorney must be produced to the Company with this Form.

   
   

3. Resolutions:

If you wish to instruct your Proxy how to vote, or if voting by post, please do so by placing a tick in the FOR, AGAINST or ABSTAIN box for each resolution upon which you wish to vote. If you wish the Proxy to vote or abstain from voting as he or she thinks fit, you must place a tick in the PROXY'S DISCRETION box. If you do not mark any box in respect of a resolution, in the case of a postal vote you will be deemed to have abstained from voting on that resolution and in the case of an appointment of a Proxy you will be deemed to have given your Proxy discretion as to whether and how to vote on that resolution. If a vote is required on any other matter at the meeting a Proxy may vote or abstain from voting on that matter on your behalf as he or she thinks fit.

To be valid, this Form must be deposited with the Company, by:

• Depositing it at the Registered Office of the Company;

• Online at www.investorvote.co.nz

• Delivering it to the Company's share registrar's office at Level 2, 159 Hurstmere Road, Takapuna, Auckland

• Posting it to The New Zealand Refining Company Limited in the reply paid envelope; or

• Faxing it to the Company at [phone]

In each case it must be received at least 48 hours before the time for holding the meeting (that is, not later than 2.00pm, 2nd May 2016).

Go online to vote, or turn over to complete the form

Proxy/Voting Form

STEP 1

Postal Voting Form or Proxy Voting Instructions or Ballot Paper (if a Poll is called)

Please note: Please complete this section if you wish to appoint a proxy or representative or if you wish to vote by post or by fax. Tick the box that applies. Mark only ONE box in respect of each resolution.

Resolutions

1. That Directors be authorised to fix the fees and expenses of PricewaterhouseCoopers as auditors for the 2016 financial year

2. (a) To re-elect Ms V.C.M. Stoddart as a Director of the Company

   
   

3. To re-elect Mr M Tume as a Director of the Company

   
   

4. To re-elect Mr A.T. Warrell as a Director of the Company

   
   

5. The Company's constitution be amended, with effect from the close of the Annual Meeting, as set out in Appendix One to the notice of meeting.




For Against

Proxy

Discretion Abstain







STEP 2




Appoint a Proxy to Vote on Your Behalf

You may complete this Form if you are NOT attending the meeting and you wish to appoint a proxy or representative to attend in your place. You may complete only the Resolutions section of this Form if you wish to vote by post or by fax. DO NOT complete this Form if you are appointing a proxy online or you are voting online.







I/We the above named shareholder/shareholders of the "Company" The New Zealand Refining Company Limited




hereby appoint of




or failing him/her of

as my/our proxy or representative to exercise my/our vote at the Annual Meeting of Shareholders of the Company to be held at the Pullman Hotel, Corner Waterloo Quadrant & Princes Street, Auckland on Wednesday 4th May 2016 commencing at 2:00pm.







SIGN




Signature of Shareholder(s) This section must be completed.







Shareholder 1




or Sole Director/Director




Shareholder 2




or Director (if more than one)




Shareholder 3




Contact Name Contact Daytime Telephone Date







ATTENDANCE SLIP




Annual Meeting of Shareholders of the Company to be held at the Pullman Hotel, Corner Waterloo Quadrant & Princes Street, Auckland on Wednesday 4th May 2016 commencing at 2:00pm.