Rule 3.8A

Appendix 3C

Announcement of buy-back

(except minimum holding buy-back)

Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/9/99. Origin: Appendix 7B. Amended 13/3/2000, 30/9/2001, 11/01/10

Name of entity

Ampol Limited

ABN/ARSN

40 004 201 307

We (the entity) give ASX the following information.

Information about buy-back

  1. Type of buy-back
  2. +Class of shares/units which is the subject of the buy-back(eg, ordinary/preference)
  3. Voting rights (eg, one for one)
  4. Fully paid/partly paid (and if partly paid, details of how much has been paid and how much is outstanding)

Selective off-marketbuy-back on equal access buy-back conditions (as modified by ASIC)

Ordinary

One for one

Fully paid

  1. Number of shares/units in the +class on issue
  2. Whether shareholder/unitholder approval is required for buy-back

249,706,947

No. An ASIC modification has been obtained pursuant to s 257D(4) of the Corporations Act 2001 (Cth).

7

Reason for buy-back

As part of the Company's capital management

program.

  • See chapter 19 for defined terms. 11/01/2010 Appendix 3C Page 1

8 Any other information material to a shareholder's/unitholder's decision whether to accept the offer (eg, details of any proposed takeover bid)

See ASX announcement entitled

"Announcement Of Off-MarketBuy-Back And Investor Day Presentation" dated 23 November 2020 and Buy-Back Booklet and Information Flyer released to ASX. The Buy‐Back Booklet will also be sent to eligible shareholders upon request.

On-marketbuy-back

  1. Name of broker who will act on the company's behalf
  2. Deleted 30/9/2001.
  3. If the company/trust intends to buy back a maximum number of shares - that number

Note: This requires a figure to be included, not a percentage.

N/A

N/A

  1. If the company/trust intends to N/A buy back shares/units within a period of time - that period of time; if the company/trust intends that the buy-back be of unlimited duration - that intention
  2. If the company/trust intends to N/A buy back shares/units if conditions are met - those conditions

Employee share scheme buy-back

14

Number of shares proposed to be

N/A

bought back

15

Price to be offered for shares

N/A

Selective buy-back

  1. Name of person or description of class of person whose shares are proposed to be bought back
  2. Number of shares proposed to be bought back
  3. Price to be offered for shares

Equal access scheme

19 Percentage of shares proposed to be bought back

20 Total number of shares proposed to be bought back if all offers are accepted

21 Price to be offered for shares

N/A

N/A

N/A

The percentage of shares to be bought back is not presently known and will depend on the final Buy‐Back price and the amount determined by the Company to be bought back.

The target size of the Buy‐Back is approximately A$300 million. The Company also retains the discretion to vary the size of the Buy‐Back. This includes the discretion to buy back more or less shares or no shares at all. In any event, the Company will buy back less than 10% of the smallest number, at any time during the last 12 months of votes attaching to voting shares of the Company.

The total number of shares to be bought back is not presently known and will depend on the final Buy‐Back price and the amount determined by the Company to be bought back.

The target size of the Buy‐Back is approximately A$300 million. The Company also retains the discretion to vary the size of the Buy‐Back. This includes the discretion to buy back more or less shares or no shares at all. In any event, the Company will buy back less than 10% of the smallest number, at any time during the last 12 months of votes attaching to voting shares of the Company.

The price will be determined by a tender process, as outlined in the Buy‐Back Booklet lodged with the ASX on Monday, 23 November 2020.

  • See chapter 19 for defined terms. 11/01/2010 Appendix 3C Page 3

22 +Record date for participation in Friday, 27 November 2020 offer

Cross reference: Appendix 7A, clause 9.

Compliance statement

1. The company is in compliance with all Corporations Act requirements relevant to this buy-back.

or, for trusts only:

  1. The trust is in compliance with all requirements of the Corporations Act as modified by Class Order 07/422, and of the trust's constitution, relevant to this buy-back.
  2. There is no information that the listing rules require to be disclosed that has not already been disclosed, or is not contained in, or attached to, this form.

Sign here:

............................................................ Date: 23 November 2020

(Director/Company secretary)

Georgina Koch

Print name:

.........................................................

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Ampol Limited published this content on 22 November 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 November 2020 22:12:01 UTC