Ampol : Notice under section 708A of the Corporations Act 2001 (C

9 December 2020

Manager

ASX Market Announcements

Australian Securities Exchange

20 Bridge Street

Sydney NSW 2000

Ampol Limited (ASX: ALD)

Ampol Limited ("Ampol") - issue of A$500,000,000 subordinated, unsecured notes ("Subordinated Notes")

Notice under section 708A(12C)(e) of the Corporations Act 2001 (Cth) ("Act") as notionally inserted by ASIC Corporations (Sale Offers: Securities Issued on Conversion of Convertible Notes) Instrument 2016/82 ("Instrument")

1. Ampol will issue the Subordinated Notes today. Offers of the Subordinated Notes do not require disclosure to investors under Part 6D.2 of the Act.
2. The Subordinated Notes may, in certain circumstances, convert into ordinary shares of Ampol
   ("Shares"). This notice is a cleansing notice which has been prepared pursuant to the Instrument to enable Shares issued on conversion of the Subordinated Notes to be freely tradable without further disclosure.
3. The terms and conditions of the Subordinated Notes are described on pages 35 to 80 of the Schedule to this notice. The Schedule has been redacted from its original form to delete certain information provided in connection with the Subordinated Notes in order to comply with Australian legal requirements.
4. Ampol intends to use the proceeds of the Subordinated Notes for general corporate purposes and in line with Ampol's Capital Allocation Framework.
5. If Ampol does not elect to redeem the Subordinated Notes on the First Optional Redemption Date, a Noteholder may at its option request that all (but not some only) of its Subordinated Notes be Converted into Shares in accordance with and subject to Condition 5.2. The Noteholder's Subordinated Notes will then be Converted on the Conversion Date. There are no conditions to Conversion occurring (other than that the Issuer must not have issued a Call Notice to redeem the Subordinated Notes on the First Optional Redemption Date).
6. On the Conversion Date, the Issuer will allot and issue to each relevant Noteholder Shares equal to the Conversion Number in respect of each Subordinated Note required to be Converted. The Conversion formula contains a variable - the VWAP - which means that it is not possible to determine, at the date of this Supplemental Information Memorandum, the number of Shares that will be issued on any Conversion but is limited to the "Conversion Number". The Conversion Number is

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17,915,9451. Shares per Subordinated Note based on the current VWAP of $28.192. For further detail, refer to the paragraph entitled "Effect on the Issuer of the issue of the Shares when the Subordinated Notes are Converted" in "Additional Information - Part B" section of the Supplemental Information Memorandum.

1. In order to enable Shares issued on Conversion to be sold without disclosure under Part 6D.2 of the Act, Ampol has elected to give this notice (including the Schedule) under section 708A(12C)(e) of the Act as notionally inserted by the Instrument. The Schedule forms part of this notice. See "Additional Information - Part B" on pages 110 to 114 of the Schedule in respect of certain information required under the Instrument.
2. Ampol confirms that:
3. 1. Subordinated Notes will be issued without disclosure to investors under Part 6D.2 of the Act;
   2. the information (including the Schedule) in this notice remains current as at today's date; and
   3. this notice (including the Schedule) complies with section 708A of the Act, as notionally modified by the Instrument.
4. Unless otherwise defined, capitalised expressions used in this notice have the meanings given to them in the Schedule.

This notice (including the Schedule) is not a prospectus or other disclosure document under the Act. Subordinated Notes are only intended for wholesale investors.

Authorised for release by: the Board of Ampol Limited

AMPOL LIMITED	INVESTOR CONTACT	MEDIA CONTACT
ACN 004 201 307	DALE KOENDERS	RICHARD BAKER
	HEAD OF INVESTOR RELATIONS	HEAD OF CORPORATE AFFAIRS
LEVEL 24	M [phone]	M [phone]
2 MARKET STREET	T [phone]	T [phone]
SYDNEY NSW 2000	[e-mail]	[e-mail]

SCHEDULE TO CLEANSING NOTICE - INFORMATION MEMORANDUM DATED 1 DECEMBER 2020

1. In determining the number of Shares each Noteholder would receive on Conversion, fractions of Shares will be disregarded. In calculating this figure (i.e. the aggregate maximum number of Shares), the fraction on the aggregate number was disregarded, meaning that this figure is slightly higher than the actual number of Shares which would be issued assuming a VWAP of $28.19. The calculation also assumed that accrued and deferred interest would be paid in cash.
2. The current VWAP was determined on 30 November 2020. The actual VWAP on the date of any Conversion may be higher or lower than this amount.

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Supplemental

Information Memorandum

1 December 2020

in respect of the proposed issue of Subordinated Notes under the Medium Term Note Programme of

Ampol Limited (ABN 40 004 201 307) as Issuer

and guaranteed on a subordinated basis by

Ampol Australia Petroleum Pty Ltd (ABN 17 000 032 128) as Guarantor

STRUCTURING ADVISER

UBS AG, Australia Branch

DEALERS

Citigroup Global Markets Australia Pty Limited

Commonwealth Bank of Australia

National Australia Bank Limited

UBS AG, Australia Branch

49492622_11

Contents

Important notice	1
Summary of the Subordinated Notes	8
Corporate profile	14
Risk factors	23
Selected financial information	33
Conditions of the Subordinated Notes	35
Form of Subordinated Guarantee Deed Poll	81
Taxation	94
Selling and transfer restrictions	102
Additional information - Part A	109
Additional information - Part B	110
Directory	115

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