ASX Release

Ampol Off-marketBuy-back Booklet

Monday, 23 November 2020 (Sydney): Ampol Limited provides the attached Off-marketBuy-back Booklet and Information Flyer.

Authorised for release by the Board of Ampol Limited.

AMPOL LIMITED

INVESTOR CONTACT

MEDIA CONTACT

ACN 004 201 307

DALE KOENDERS

RICHARD BAKER

LEVEL 24

HEAD OF INVESTOR RELATIONS

HEAD OF CORPORATE AFFAIRS

M +61 457 559 036

M +61 417 375 667

2 MARKET STREET

T +61 2 9250 5626

T +61 2 9250 5369

SYDNEY NSW 2000

DALE.KOENDERS@AMPOL.COM.AU

RICHARD.BAKER@AMPOL.COM.AU

Off-MarketBuy-Back Booklet

Ampol Limited

ACN 004 201 307

FINANCIAL ADVISER

LEGAL ADVISER

TAX ADVISER

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON

LOCATED OR RESIDENT IN THE UNITED STATES

OR CANADA

THIS IS AN IMPORTANT DOCUMENT

If you are in any doubt as to the action you should take, please consult your financial, taxation or other professional adviser immediately.

Copies of this document, and all materials related to it, should not be sent or otherwise distributed in or into the United States or Canada because this Buy-Back Invitation is not being made, directly or indirectly, in the United States

or Canada.

Off-MarketBuy-Back Booklet

Important dates(1)

November 2020

Announcement of the Buy-Back

Monday, 23 November

Last day that Shares can be acquired on the ASX to

Wednesday, 25 November

be eligible to participate in the Buy-Back and to qualify

for franking credit entitlements in respect of the

Buy-Back consideration

Buy-BackEx-Entitlement Date: the date that Shares

Thursday, 26 November

commence trading on an ex-Buy-Back basis. Shares

acquired on the ASX on or after this date will not confer

an entitlement to participate in the Buy-Back

Buy-Back Record Date: determination of shareholders

Friday, 27 November

entitled to participate in the Buy-Back at 7.00pm

(Sydney time)

December 2020

Despatch of Buy-Back Flyer to eligible shareholders expected

Wednesday, 2 December

to be completed

Tender Period opens

Monday, 7 December

January 2021

Five trading days over which VWAP is calculated (for the

Monday, 18 January

purposes of determining the Market Price)

- Friday, 22 January

Closing Date: Tenders must be received by the Registry

Friday, 22 January

no later than 7.00pm (Sydney time)

Buy-Back Date: Announcement of Buy-Back Price and scale

Monday, 25 January

back (if any) to the ASX and entry into Buy-Back Contracts

Crediting of Buy-Back proceeds to participating

Monday, 1 February

shareholders completed

  1. While Ampol does not anticipate any changes to these dates and times, it reserves the right to vary them by announcement to the ASX. Such an announcement will be taken to amend the Buy-Back Booklet (and the other Buy-Back Documents) accordingly. Ampol may, in its absolute discretion, also decide to vary the size of the Buy-Back (subject to any legal restrictions) or not to proceed with the Buy-Back.

The date of this booklet is 23 November 2020.

Ampol Limited

Eligibility to participate

Excluded Foreign Shareholders are not eligible to participate in the Buy-Back (other than in the limited circumstances as described in Section 4.1). An Excluded Foreign Shareholder is a person who resides outside of Australia and New Zealand and also includes any person who is (or who is acting for the account or benefit of a person who is) in the United States, a US Person or a resident of Canada (or any other jurisdiction outside of Australia and New Zealand). Ampol will also not accept Tender Forms in respect of Restricted Employee Shares.

Unless you are an Excluded Foreign Shareholder, or hold only Restricted Employee Shares, you are eligible to participate in the Buy-Back in respect of Shares registered in your name on the Buy-Back Record Date, and in accordance with the Settlement Rules, those Shares confer an entitlement to receive this Invitation.

Important notice

This is an important booklet. It invites you to make an offer to sell your Shares to Ampol in the Buy-Back.

It contains information to assist you in making a decision as to whether to participate in the Buy-Back.

It does not provide financial product advice and has been prepared without taking into account your particular objectives, financial situation, taxation circumstances or needs. You should consider the appropriateness of the Buy-Back having regard to these factors. If you are in any doubt as to the action you should take, please consult your financial, taxation or other professional adviser. The distribution of this booklet in some jurisdictions outside of Australia and New Zealand may be restricted by law and does not constitute an invitation to participate in any place where, or to any person to whom, it would be unlawful to do so. Persons who come into possession of this booklet should seek advice on it and observe any restrictions on distributing it.

Copies of the Buy-Back Documents are not being mailed or otherwise distributed or sent into the United States or Canada.

Any person receiving any of the Buy-Back Documents must not distribute or send them into the United States or Canada, or make them available to any Excluded Foreign Shareholder or any person who is in the United States or Canada or any US Person or resident of Canada.

In reviewing this booklet you should also have regard to other information previously made available to you about Ampol, such as its half year statutory accounts for the first six months of financial year 2020 ended 30 June 2020, which are available on the ASX website (www.asx.com.au) and on Ampol's website (www.ampol.com.au) under 'Investor Centre'.

Please note that this Invitation does not constitute or give rise to a legally binding offer capable of your acceptance. If you Tender your Shares into the Buy-Back, you make

a formal offer to sell those Shares on the terms and conditions set out in the Buy-Back Documents. If Ampol accepts your Tender, a Buy-Back Contract is formed and your tendered Shares will be sold to Ampol on those terms and conditions.

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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 22:09:59 UTC