Z Energy Board unanimously recommends Scheme of Arrangement

Z Energy Limited (NZX/ASX: ZEL) ("Z") has entered into a binding Scheme Implementation Agreement with Ampol Limited (ASX: ALD) ("Ampol") under which it is proposed that Ampol acquire all the shares of Z by means of a Scheme of Arrangement ("the Scheme"). Highlights o Under the Scheme, Z shareholders would receive a cash offer price of NZ$3.78 per share and will also receive the first NZ$0.05 per share of the interim FY22 dividend without adjusting the cash offer price, resulting in overall value to Z shareholders of NZ$3.83 per share. o If the Scheme has not been implemented by 31 March 2022, the final cash consideration will be progressively increased to reflect FY23 performance, up to a limit of NZ$0.10 per share. o The Z Board unanimously recommends that shareholders vote in favour of the Scheme, subject to the Scheme consideration being within or above the valuation range specified by the independent advisor and in the absence of a Superior Proposal being made for Z (as defined in the transaction agreement). o The Scheme is subject to a number of conditions including regulatory approvals from the New Zealand Commerce Commission (NZCC) and New Zealand Overseas Investment Office (OIO). End CA:00380676 For:ZEL Type:TRANSACT Time:2021-10-11 08:31:01