Z Energy : ZEL) Scheme Receives Final Court Approval

26 April 2022

Scheme Receives Final Court Approval

Z Energy Limited (NZX/ASX: ZEL) ("Z") confirms the High Court has today issued final orders approving the Scheme of Arrangement ("Scheme") with Ampol Limited ("Ampol"). Z also confirms the expected timetable in respect of the Scheme.

Subject to remaining customary completion conditions being satisfied or waived by or at 8.00am on the Scheme Implementation Date, the Scheme timetable is:

Trading in Z shares suspended on the NZX and ASX	Close of trading on 28 April 2022
Scheme Record Date	3 May 2022
Scheme Implementation Date	10 May 2022
De-listing of Z shares from the NZX and ASX	Close of trading on 10 May 2022
Scheme Consideration expected to be despatched to Z shareholders	10 May 2022

Subject to remaining customary completion conditions being satisfied or waived by or at 8.00am on the Scheme Implementation Date, and based on the timing set out above, holders of Z shares at 7:00pm (New Zealand time) on the Scheme Record Date will be entitled to receive the Scheme Consideration of NZ$3.78200 per Z share in cash, which is expected to be despatched on the Scheme Implementation Date.

The Scheme Consideration of NZ$3.78200 per Z share in cash includes an Implementation Date Adjustment (as defined in the Scheme Booklet) of NZ$0.02200 per Z share1. A delay in the anticipated timing set out above may result in an increase in the Implementation Date Adjustment, and therefore an increase in Scheme Consideration. Please see the Scheme Booklet for further details on the Implementation Date Adjustment.

Z shareholders who wish to participate in the Scheme do not need to take any further action. Z shareholders who do not wish to participate in the Scheme must sell their shares before the close of trading on 28 April 2022.

A copy of the sealed final orders of the High Court in relation to the Scheme are attached.

This announcement is authorised for release to the market by Z.

Ends

1 40 calendar days at NZ$0.00055 per calendar day

Matt Hardwick

Corporate Affairs [e-mail]

Ph [phone]