SSH Notice – BP NZ Holdings Ltd, Europa Oil Ltd

Disclosure of change in nature of relevant interest Section 278, Financial Markets Conduct Act 2013 To NZX Limited and To The New Zealand Refining Company Limited Relevant event being disclosed: Change in nature of relevant interest Date of relevant event: 17 March 2017 Date this disclosure made: 17 March 2017 Date last disclosure made: 6 March 2014 Substantial product holders giving disclosure Full names: BP New Zealand Holdings Limited, Europa Oil NZ Limited Summary of substantial holding Class of quoted voting products: Ordinary Shares (NZX code: NZR) Summary for BP New Zealand Holdings Limited and Europa Oil NZ Limited For this disclosure,-- (a) total number held in class: 66,240,021 Ordinary Shares (b) total in class: 312,576,453 Ordinary Shares (c) total percentage held in class: 21.192% For last disclosure,-- (a) total number held in class: 66,240,021 (b) total in class: 308,572,758 (c) total percentage held in class: 21.467% Details of transactions and events giving rise to relevant event Details of the transactions or other events requiring disclosure: On 16 March 2017, BP New Zealand Holdings Limited and Europa Oil NZ Limited entered into a block trade agreement (attached, 16 pages) with Deutsche Craigs Limited, under which BP New Zealand Holdings Limited and Europa Oil NZ Limited agreed to sell, and Deutsche Craigs Limited agreed to use best endeavours to procure the sale of, up to 34,667,381 Ordinary Shares in The New Zealand Refining Company Limited held by BP New Zealand Holdings Limited and its wholly-owned subsidiary, Europa Oil NZ Limited, at a sale price of at least NZ$2.30 per share. Pursuant to that agreement, 10,667,367 Ordinary Shares held by BP New Zealand Holdings Limited and 24,000,014 Ordinary Shares held by Europa Oil NZ Limited have been allocated to investors, at a sale price of NZ$2.32 per Ordinary Share, with settlement expected to occur on 21 March 2017. As a consequence of those allocations, there is a qualification on the power of BP New Zealand Holdings Limited and Europa Oil NZ Limited to dispose of, or control the disposal of, such shares. Details after relevant event Details for BP New Zealand Holdings Limited Nature of relevant interest: BP New Zealand Holdings Limited is the registered holder and beneficial owner of 42,240,007 Ordinary Shares. For that relevant interest,-- (a) number held in class: 42,240,007 (b) percentage held in class: 13.513% (c) current registered holder: BP New Zealand Holdings Limited (d) registered holder once transfers are registered: N/A Nature of relevant interest: Europa Oil NZ Limited is the registered holder and beneficial owner of 24,000,014 Ordinary Shares, and is a wholly-owned subsidiary of BP New Zealand Holdings Limited. BP New Zealand Holdings Limited has a relevant interest in those Ordinary Shares under section 237(b) of the Financial Markets Conduct Act 2013. For that relevant interest,-- (a) number held in class: 24,000,014 (b) percentage held in class: 7.678% (c) current registered holder: Europa Oil NZ Limited (d) registered holder once transfers are registered: N/A Details for Europa Oil NZ Limited Nature of relevant interest: BP New Zealand Holdings Limited is the registered holder and beneficial owner of 42,240,007 Ordinary Shares. As a wholly-owned subsidiary of BP New Zealand Holdings Limited, Europa Oil NZ Limited has a relevant interest in those Ordinary Shares under section 237(d) of the Financial Markets Conduct Act 2013 For that relevant interest,-- (a) number held in class: 42,240,007 (b) percentage held in class: 13.513% (c) current registered holder: BP New Zealand Holdings Limited (d) registered holder once transfers are registered: N/A Nature of relevant interest: Europa Oil NZ Limited is the registered holder and beneficial owner of 24,000,014 Ordinary Shares For that relevant interest,-- (a) number held in class: 24,000,014 (b) percentage held in class: 7.678% (c) current registered holder: Europa Oil NZ Limited (d) registered holder once transfers are registered: N/A Additional information Addresses of substantial product holders: Watercare House, 73 Remuera Road, Newmarket, Auckland, 1050, New Zealand Contact details: Rachael Lynch, Phone: +64 21 893 884, Email: rachael.lynch@bp.com Nature of connection between substantial product holders: Europa Oil NZ Limited is a wholly-owned subsidiary of BP New Zealand Holdings Limited Name of any other person believed to have given, or believed to be required to give, a disclosure under the Financial Markets Conduct Act 2013 in relation to the financial products to which this disclosure relates: N/A Certification I, Rachael Lynch, certify that, to the best of my knowledge and belief, the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made. End CA:00298429 For:NZR Type:SSH Time:2017-03-17 13:13:20