Z Energy Limited
Annual Report 2019

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See You Soon Z Energy Annual Report 2019 Ka kite anō About this report This is our third integrated report as defined by the Integrated Reporting Framework. It covers the financial year 1 April 2018 to 31 March 2019 and focuses on the following capitals: people and culture, capability, environment, assets, our place in New Zealand, and finances. We also use the Global Reporting Initiative (GRI) Standards: Core option. We continue to report on remuneration and corporate governance more broadly than required in response to shareholder requests for greater transparency around how we operate and how we reward our people. We have been guided by the New Zealand Shareholders Association CEO Remuneration Reporting Framework in this area. Finally, in consultation with policy think tank the McGuinness Institute, we have chosen for the first time to include a Climate Change Statement that gives an overview of our approach to managing and reporting on climate change risks. The McGuinness Institute believes that all listed issuers should report on climate change in a standardised and comparable way. We support this, so we have used its recommended framework in our report. This document, in conjunction with Z Energy’s Corporate Governance Statement 2019, constitutes the 2019 Annual Report to shareholders of Z Energy Limited. It complies with the NZX Corporate Governance Code and the NZX Environmental, Social and Governance Guidance Note. Contents 3 Menu MenuZ Energy Annual Report 2019 Introduction 4 It’s a moving world out there MenuZ Energy Annual Report 2019 Introduction 5 Every day we connect with thousands of New Zealanders. MenuZ Energy Annual Report 2019 Introduction 6 No matter where you are, there’s a good chance we are close by. That’s because 80 percent of New Zealanders are within 5km of one of our service stations at some point in their day. MenuZ Energy Annual Report 2019 Introduction 7 We supply nearly half of New Zealand’s fuel. Every year around 55 million retail transactions take place across the Z network. MenuZ Energy Annual Report 2019 Introduction 8 This puts us in a special place to offer more of what you’re looking for. Understand you better and deliver what matters most. At work, on the way home, on the way anywhere. MenuZ Energy Annual Report 2019 Introduction 9 We are also on a journey. This year we encountered new experiences and became more resilient. We will continue to evolve as the world around us changes. Bring on the road ahead. MenuZ Energy Annual Report 2019 Where we are right now 10 Where we are right now An overview of our achievements against our commitments as a business MenuZ Energy Annual Report 2019 Where we are right now 11 The year at a glance FY19 Annual results comparison FY18 29% $ 186m Historical cost net profit after tax 13% $ 178m Replacement cost net profit after tax $263m $205m 3% $ 434m Replacement cost EBITDAF $449m 0.65% 4,172 million litres Total fuel volume (retail and commercial) 4,145 million litres 33% 43 cents Total dividend per share 32.3 cents 0.35% 56.7mTotal transactions on Z-branded retail sites 56.9 million transactions MenuZ Energy Annual Report 2019 Where we are right now 12 12% 45 cents Replacement cost net profit after tax per share -5.2% Total shareholder return 51 cents +3.4% 5% $ 86m Capital expenditure $91m 2% 2,656 Z direct employees, contractors and retail network members 2,611 0.5% 99.5% Health, Safety, Security and Environment actions close-out rate 100% 12m tonnes Employee Net Promoter Score+17 12% 4.3 cents Replacement cost net profit after tax per litre 4.9 cents 8% 13.1 Total carbon footprint, carbon dioxide equivalent (tCO2e) million tonnes MenuZ Energy Annual Report 2019 Chair’s report 13 Z is focused on maintaining its market position, continuing to improve the operational efficiency of its asset base and building a strong, capability-led team with clear focus on our strategy and performance goals. Peter Griffiths Chair, Z Energy Kia ora tātou The 2019 financial year was one of the most challenging on record for Z Energy. Significant market volatility returned, with the Brent indicator trading between US$51 and US$84 per barrel in the last six months of FY19. It reinforced that our business is based on a global commodity where prices can move quickly and unpredictably. The volatile trading conditions tested the Z team. I’d like to acknowledge Mike, the executive team and all of Z’s employees who have worked diligently in uncertain market conditions to deliver a result that was slightly below the lower end of our initial earnings guidance for the year. MenuZ Energy Annual Report 2019Where we are right now 14 Focus on our core While the future for fossil fuels is a source of much debate, Z is focused on maintaining its market position, continuing to improve the operational efficiency of its asset base and building a strong, capability-led team with clear focus on our strategy and performance goals. Our operating environment continues to be increasingly competitive which means we must keep getting better at everything we do, leveraging our brands, preserving the numerous strengths in our supply chain, maintaining our commercial relationships and optimising our retail network. Capital allocation for a capability-led strategy Our strategy to invest in capabilities helps us to limit the amount of capital deployed in our traditional asset base. We already have a safe and resilient supply chain and customer-facing network of sufficient scale for the current market demand. We will maintain an appropriate level of capital expenditure to ensure the integrity and safety of our operations. Investment opportunities that aim to grow the bottom line, will come from ‘recycling’ our current capital employed. By limiting the capital in our core business and continuing to churn the least productive assets to fund growth we will be able to maintain a resilient balance sheet. Investors should also expect continued modest experimentation for the purpose of market and product development in the three identified areas of future fuels, mobility and the ‘last mile’. A clear, simple and sustainable dividend The increasingly mature nature of our industry and the underlying strength of our business means the Board regularly considers the ideal sources and uses of capital. The Board balances the immediate capital requirements for Z along with the long-term desired level of debt on the balance sheet and providing dividends to reward our shareholders for their investment in Z. In September 2017 Z announced a refreshed dividend policy, setting a target pay-out range of 80 to 100 percent of Underlying Free Cashflow. Underlying Free Cashflow being defined as the net cash from operating activities less integrity capex, principal debt repayments and any adjustment for working capital fluctuations. Due to the increased volatility experienced this year we had to adjust our earnings and dividend forecasts, which on top of the change in policy, led to a level of uncertainty for our shareholders. To simplify the dividend policy and provide greater clarity for future dividends the Board will seek to pay ordinary dividends of 70 to 85 percent of Operating Cashflow, where Operating Cashflow is defined as RC EBITDAF less RC tax, net financing costs and Integrity Capex. Integrity Capex is defined as stay in business capex including maintenance capex and IT expenditure. For FY19 the Board has approved a final dividend of 30.5 cents per share, which will take our full year payment to 43.0 cents per share. This is a 33 percent increase over FY18 and equates to a total cash dividend pay-out of $172 million. This also represents a 95 percent pay-out of Underlying Free Cashflow as defined by the current dividend policy. Our competitive reality The competitive environment for retail fuels in New Zealand has changed significantly since Z’s inception. The industry has seen a notable increase in the number of retail outlets across the country, reversing a long established declining trend. In recent years, there has been a five percent increase in the total number of truck stops and service stations from 1,457 to 1,533 sites as more recent entrants build out their networks and seek to capture increased market share. Independent operators are now present in all New Zealand markets, for example more than half of the retail outlets in the South Island do not carry the brands of a traditional supplier operating in New Zealand. There is an increasingly divergent range of choices for customers with service-led convenience experiences competing with simple, price-led offers. Z believes the retail fuel industry in New Zealand is more competitive than ever. Z welcomes the Commerce Commission market study into the fuel industry and believes that the Commission will find that the industry is competitive. Competing against price-led competitors We do not underestimate the challenges in our market, automated sites now accounting for around 14.9 percent of total industry volume. In response we will continue to manage our costs, focus on our customers and attempt to provide exemplary service offers that are truly valued. While new entrants continue to build their operational footprints in the typical manner we will continue to deliver competitive offers and invest in our capability-led strategy. We will make greater use of smart data and analytics to identify our customers and attract them to our extensive network. We continue to make progress on our drive for a more productive core business, delivering operating efficiencies throughout the supply chain, especially in those areas where we have scale advantages. To date, we have delivered our refinery optimisation strategy and brought back in-house operational control of our fuel storage terminals. We have simplified our bulk fuel distribution under a new long-term contract. In short, we are ensuring our existing business is running effectively and efficiently. MenuZ Energy Annual Report 2019Where we are right now 15 I am confident that the future for our company is a good one. Preparing for a lower carbon future This year the Board travelled overseas to learn how other countries and industry participants are preparing for a lower carbon future. As a result of the trip the Board is confident that we will have adequate time to properly navigate the expected market transition. We accept that our industry faces long term disruption, but it will not manifest as material demand destruction in New Zealand for some considerable time. While much of the current public debate focuses on electrification of the light passenger fleet, it would be remiss to not also consider the changes that will have to occur to meet commercial fuel demand which are principally currently satisfied by diesel. We continue to focus on alternatives for this fuel. As part of the solution it is pleasing that Z’s biodiesel plant, Te Kora Hou, is now producing and we are making deliveries to our foundation customers. While we keep an eye on the future, what requires our immediate and on-going attention is operating our existing business well, driving operational efficiencies, and generating value from the core asset base so we can effectively manage an orderly transition to a lower carbon future. The Board also believes that New Zealand will have to come up with a solution that is right for New Zealand, our situation is unique, and we cannot simply copy what has been done in Singapore or Norway or California as they are responding to their own particular circumstances. The fuel replacement for aviation and marine remains challenging. The Board is interested in understanding the potential of hydrogen and think it should continue to be a part of the debate around our future energy mix. We welcome the comments made by the government about the exploration of hydrogen as a possible energy source for large-scale commercial transport needs in New Zealand. Z aims to make a meaningful contribution to what is best for New Zealand’s energy future and is actively engaged in the policy debate with legislators, industry bodies, market commentators and the public. Signing off This is my last letter to you, shareholders of Z Energy as Chair. Being a member of the Board since 2009 and being part of one of New Zealand’s business success stories has been one of the highlights of my career. I am confident that the future for our company is a good one. While we will have to lean into headwinds from time to time, I believe that Z will successfully navigate these and remain a strong and relevant New Zealand company. I wish the Board, with Abby as the new Chair, and Mike and his management team all the very best in their future endeavours. Kia ora koutou a ka kite an-o Peter Griffiths Chair, Z Energy MenuZ Energy Annual Report 2019Where we are right now CEO’s report 16 As a result of our work over the past three years, we now have competitively advantaged infrastructure and customer facing assets, unrivalled scale in our supply chain, and a customer base with unmatched size and geographic reach. Mike Bennetts CEO, Z Energy Kia ora koutou o te whānau a Z Energy Our experience in the first half of the financial year was very different from that in past years. Supply disruptions and significant price rises beyond our control, combined with a vibrant competitive landscape, signals of potential regulatory review and growing consumer frustration exacerbated by policies such as the regional fuel tax, resulted in significant changes in customer behaviour. We recovered well in the second half as we learnt our lessons and crude prices went through their more typical up and down cycle. MenuZ Energy Annual Report 2019Where we are right now 17 The investment in our five organisational capabilities is critical to us sustaining competitive advantage and maintaining market share. The first half was certainly a new experience for many of our employees and business partners. Any new experience provides opportunities to learn for next time and change the way some things are done. That experience counts as volatility and uncertainty grow. Responding, and not simply reacting Faced with the trading conditions we experienced in the first half, we resisted the impulse to react in a knee-jerk manner. The Board challenged us to learn from the challenges we were facing and to respond with both care and speed. Much of what was happening was transitory rather than structural, and we looked past the things we couldn’t control, such as record high fuel prices and a longer-than-expected refinery shutdown. We identified and considered risks and responded in two ways: improving our operational execution and reducing the time to take new products to market. Responding, rather than reacting, is easy to say now but it was challenging when the pressure to perform was on and financial results were well short of expectations. The new reality for all businesses today is that planning is on shorter timeframes. We must continue to change and adapt to the things that affect us. So we took opportunities to identify blind spots, get into action on any weak signals across our teams and increase the pace of our actions. Strategy keeps us on course As a result of our work in the past three years, we have competitively advantaged infrastructure and customer-facing assets, unrivalled scale in our supply chain, and a customer base with unmatched size and geographic reach. Strategy 3.0 — our plan for a more productive core business — is about extracting the greatest benefits that we can from our expanded scale and taking every opportunity to do more with fewer resources while always managing risk, acting safely and working within our stands and values. Rather than relying upon our competitively advantaged assets, we now also focus on five organisational capabilities that enable us to have a more productive core business — customer experience, productivity, innovation, digitisation and brand. We have introduced an assessment tool for each of these that now provides quantitative and qualitative measures of progress. That’s because it is way easier and obvious to see the progress of an asset- led strategy, such as that for building service stations, than it is to see progress in customer experience or innovation. Making people more comfortable with innovation hinges on our being more agile in the way we work. We are changing how we think about projects and customer offers and introducing contained, cross-functional responses to customer pain points. We have had the usual growing pains around changing how we work, and we have supported our people with training and other development experiences so they can grow both their confidence and capabilities. For example, 159 of our people have completed our Innovation Masterclass and are getting into action with human-centred design. During the year we also looked for ways to demonstrate the diversity and inclusion we value so deeply by practising inclusive leadership and establishing diverse teams to learn fast, stay focused on customer outcomes and take every opportunity to prototype in measured and deliberate ways. Bringing people together through diversity Productivity increasingly hinges on our ability to respond to changing situations, so the skills to navigate a volatile environment successfully cannot sit in departments. Digitisation is not the sole responsibility of IT; culture is not just the domain of People and Culture. Rather, opportunities and problems are owned across the business. That’s been a huge opportunity and a challenge for us, and it becomes more complicated as new people and skills are added to Z. Facing a tough trading environment this year, we depended on our people to pull together and recognise and manage our risks, execute our strategy and transition these new skills right across our business. MenuZ Energy Annual Report 2019Where we are right now 18 When we brought in-house all our terminal operations, we integrated the teams and their skills and experience in line with our values while encouraging them to still be themselves. We saw that a safe and efficient supply chain is about tapping in to diverse backgrounds and experiences to gain new perspectives that more fully inform what we do. That’s how we will grow a learning organisation with ever-expanding capabilities. The most important things in an increasingly risky world Our paramount concern is health, safety, security and the environment (HSSE). Increasingly, we are building a generative culture by empowering those closest to operational risks to manage those risks. During the year we developed a safety leadership programme that broadened the scope of what we mean by safety to include mental wellbeing. Stakeholders naturally want to know that we have identified risks that could potentially erode value in environments that are volatile, uncertain, complex and ambiguous. Because those risks range from government regulation to electric vehicles (EVs) to robberies, it’s important that we are specific about where they exist, and manage them astutely and efficiently. Success will depend on our ability to manage the risks we know about and build resilience to prepare for the unknowns, or at least respond to a higher level of volatility from that which is already known. This year we did a good job of seeing risks for what they were — transitional or structural — and dealing with them accordingly, albeit at times responding less quickly than we should have. Our emphasis on new capabilities will never compromise or replace our focus on safety and any of our other commitments. In fact, quite the opposite — we continue to improve our risk management systems and approach our future with a consolidated view of our risks according to varying time horizons. People are integral to that. Risks tend to be seen as mechanical but, in most cases, vulnerabilities spring from human actions or a lack of them. If we are to succeed in managing our risks well, we need to make sure our people are aware of risk and committed to mitigating it personally. We’ve always said that the Z Why is non-negotiable. The reason is simple — there’s too much to lose if you put what you stand for aside to deal with what’s bothering you at the time. Our values link to our HSSE management system and to our risks — because all three are about acknowledging the importance and value of humanity in our culture. Strategy benefits are on track At the September 2017 investor day presentation, we said that operating at our new scale would deliver investors $30–35 million of underlying EBITDAF in the following three years through our Strategy 3.0 initiatives, on top of the $39 million of synergy benefits delivered by the end of FY18. At FY19 year end, our Strategy 3.0 benefits are $24 million of underlying EBITDAF, and we remain on track to deliver on our commitment. Throughout the year, the benefits mostly came from actions in our supply chain — a new refinery optimisation partner, bringing terminal operations in-house, improved cost recoveries on selected imports, and a lift in margin from the shift in the jet fuel supply market to import price parity. The value from our investment in our five organisational capabilities will be in addition to that; they are critical to our sustaining competitive advantage and maintaining market share. From next year we will be able to point to the value that comes from our investment in the culture, technology and people that are needed for these capabilities to develop. It can be challenging to press forward with a capability-led strategy when our competitors are investing heavily in traditional asset-led strategies. The advantaged scale of our infrastructure, nationwide coverage and strong locations provides a level of resilience to the increased number of service stations being built. On top of that we can point to new products in the market (such as mobile pre-order coffee), the roll-out of new Z and Caltex apps, our partnership with Foodstuffs (NZ) Limited, and the initial roll-out of Fastlane as tangible examples of an improved customer experience. There is more to come in the next year for both our retail and commercial customers. Bringing our capabilities together The Fastlane initiative may not have been rolled out widely yet, but it has shown that we can innovate quickly to deliver a product that customers love. It integrates with the increasing digitisation of our business and fundamentally changes the customer experience. And it enables us to gather new insights about our customers that will improve our understanding while reducing our cost to serve. Being great at Digital will become increasingly important over time. Our customers are already calling for market innovations that leverage our capabilities and competitively advantaged asset base, move us closer to them and their expectations, and are typically Z. Much of this comes from increasing digitisation through both new and existing technology. That’s why we have established a Digital business unit and externally recruited a new Chief Digital Officer. At first glance, our roll-out of Office 365 is simply about improving our technology. We took the opportunity to collaborate with Microsoft and used human-centred design to focus on unlocking capability and changing behaviours. Giving our people new mobile ways of working increases our overall digital capability by freeing us to focus on what matters most — our customers. It changes how we can work, enabling us to involve people who might otherwise not be included, meaning we can work faster and more effectively. In doing so, it changes the shape of Z by enabling geographically dispersed MenuZ Energy Annual Report 2019Where we are right now 19 people to stay connected through technology and provides scope to reduce our operational carbon footprint through reduced travel. The acquisition of 70 percent of Flick Energy Limited (Flick) is part of our investment in future growth opportunities. The near-term opportunity is to leverage Z’s scale and reach into this adjacent energy sector, pursuing joint product development and transferring some of Flick’s digital capability into Z. Longer term, Flick provides options for growth in each of the three market spaces we have identified for growth post 2020 — future fuels, mobility and the ‘last mile’. Having a scalable, digital first platform at the centre of Z and Flick’s customer offers will support the change of customers’ attitudes to energy mobility. Shortly after the acquisition, significant market events caused substantial increases in spot power prices — a real challenge for Flick’s business model. There were customer losses during this period but the strategic reasons for investing remain. Climate Leaders Coalition We remained active with our contribution to a more sustainable agenda for New Zealand business. We adopted a leadership role in the business community with those who wanted to take a more assertive stance on reducing emissions. The Climate Leaders Coalition is a signal to stakeholders that we care and that we will look to make a collective difference. I hope the coalition is seen as a signal to New Zealanders, regulators and government alike that business acknowledges that a new sustainability conversation is needed. We will work with legislators and government agencies to introduce such changes to the New Zealand markets in ways that, if I can mix my metaphors, move the dial without spooking the horses. Initial financial forecasts not met At the half year our financial performance was well below the expectations set in our original guidance range. At year end, on the back of our second-half recovery, we have delivered historical cost net profit after tax of $186 million and RC EBITDAF of $434 million. This RC EBITDAF compared to our original guidance of $450–485 million, our last revision of $420–450 million and compares to last year of $449 million. Across our balanced scorecard — health and safety, customer satisfaction, operations and strategy — the Board assessed our performance as ‘below expectations’. This was primarily driven by the shortfall in profit performance arising from our failure to deliver the volume and margin combination we committed to. Quite rightly, this performance rating greatly reduces the level of at-risk pay our employees will receive. In some cases there will be no at-risk pay at all, which is entirely consistent with our principle of paying for performance. Evolution not revolution As much as our current markets can be volatile and the long term is hard to forecast, we continue to evolve our business rather than pursue some revolutionary pathway. We are clear that our focus for this side of the next decade is on a more productive core business by delivering the benefits that can be achieved because of our scale and reach. In preparing for the next decade we are developing options and learning from small-scale experiments in the three market spaces — future fuels, mobility and the ‘last mile’. Both have led large teams of people who have made a significant contribution to the growth of Z, and I wish them well. Of course I need to acknowledge that Peter Griffiths, our Chair, is retiring from the Board. I’ve really appreciated all of Peter’s wisdom and guidance in the past six years as we have worked in partnership together. As much as I will miss him personally, I am looking forward to a similarly positive relationship with Abby Foote as our new Chair. With that in mind we have made changes within our executive team. With the establishment of our Digital business unit and the subsequent reduction in his responsibilities, our CFO, Chris Day decided that it was time to move on from Z, having been here since just before our IPO in 2013. Lindis Jones, a member of the executive team for nine years, will take up the role of CFO. Mandy Simpson joined us as our Chief Digital Officer, clearly showing our commitment to improving our digital capability through her unique skills and experiences. At year end Mark Forsyth stepped down after nine years in the role, and we welcomed Andy Baird as our new General Manager, Retail. Andy’s substantial international experience will be valuable as we embrace changing customer expectations. My thanks go to both Chris and Mark for their leadership and commitment to Z. A final word of thanks As I said earlier, it’s been a year of new experiences and I would like to thank our customers as well as all those people who have worked so hard, including our employees, business partners and suppliers. A big thank you to the Board for its counsel, challenge and guidance throughout. To those joining us, welcome aboard at an exciting time in our history as we continue to pursue our purpose of solving what matters for a moving world and our ambition to be a world-class Kiwi company. Nō reira, kia ora koutou Mike Bennetts CEO, Z Energy MenuZ Energy Annual Report 2019Where we are right now Our business model Our ambition To be a world-class Kiwi company Our values Share everything Have the passion Back our people Be straight up Be bold Our stands Health, Safety, Security and Environment Environmental Sustainability Community Diversity and Inclusion Our inputs 1 2 3 4 5 6 Our assets Our finances Our capability Our people and culture Our environment Our place in New Zealand Our purpose Solving what matters for a moving world 20 Our outcomes 1 2 3 4 5 6 Our assets Our finances Our capability Our people and culture Our environment Our place in New Zealand For a breakdown on how our outputs have worked towards achieving our SDGs in 2019 see the next page. The United Nations Sustainable Development Goals set a global context around sustainable development. Our positive aspirations and actions align closely with 10 of the Sustainable Development Goals. MenuZ Energy Annual Report 2019Where we are right now 1 4 Our assets All of our terminals are now under our operational control. We invested in innovative technology for the roll-out of Fastlane, providing customers with new ways of fuelling up without leaving their vehicles. Investments in technology are setting us up for a more digital future. Our people and culture Our staff engagement levels remain high. Z appointed its first female Board Chair and celebrated the first anniversary of attaining the Rainbow Tick diversity and inclusion certification. 2 5 21 Our finances We achieved our revised earnings targets, continued to reduce our debt and simplified our dividend policy to provide increased clarity and certainty to investors. We remain on track to deliver the synergy benefits expected from the Caltex acquisition. 3 Our capability Our organisational capability strategy continues to develop to align with our focus on customer experience, innovation and digitisation under Strategy 3.0. It is designed to ensure our people have the skills they need to succeed for the future. As part of this we have rolled out an ambitious Innovation Capability Programme. Our environment Z’s greenhouse gas emissions decreased this year compared to FY18, driven by reductions in operational emissions from coastal shipping, ground freight of fuel and retail electricity use. Our biodiesel is now fuelling Fonterra’s North Island milk tanker fleet. We have not made as much progress toward our waste reduction targets as planned. 6 Our place in New Zealand We remain committed to our Community stand and to doing good in our neighbourhoods. In the 2018 Good in the Hood programme we ran a fuel discount day, raising extra funds for community groups across the country. To learn more about Sustainable Development Goals visit www.un.org/sustainabledevelopment MenuZ Energy Annual Report 2019Where we are right now Reporting on what matters To determine our material matters, we talked to a diverse range of our internal and external stakeholders about all sorts of things that mattered to them. 22 Central government Our investors We engaged with government agencies, regulators, Ministers and Members of Parliament about the macro-environment in which we operate. We had constructive conversations about fuel prices, industry competition, alternative fuels and clean energy, climate change, and the security of energy supply. We run regular domestic and international investor roadshows. This year, key material topics included capital allocation, performance in Retail, the Flick acquisition and our dividend policy. Our customers The media We talked to customers about our latest innovations and ways to improve our customer service, such as through Fastlane and the Good in the Hood programme. This was through customer surveys and face-to-face interviews conducted as part of innovation projects. We participated in public forums and media interviews on a range of topics that matter to New Zealanders. We are known for being totally accessible and straight up when speaking in public; through this approach, we hope others will respond positively. A diverse range of organisations Members of the public We engaged with local government, community groups, not-for-profit organisations and the sustainability sector about environmental and sustainability issues, and how Z can best make a difference in our local communities. We remain active on social media and receive feedback and comments from members of the public. During the year we ran several prominent campaigns, including one about removing single- use plastic bags from our service stations and the more lighthearted ‘What’s the name of your car?’ MenuZ Energy Annual Report 2019Where we are right now 23 Our material topics This year we identified 22 material topics. We have focused on those within the orange box for this report. Included Volatility, uncertainty, complexity and ambiguity (VUCA) Health and safety Strong governance Renewable energy Sound financial management Organisational capability Resilient communities Climate change Process safety Increased regulation Fuel pricing and market share Customer loyalty and competition Responsible consumption and production Merger and acquisition strategy Ethical procurement Supply chain resilience Water use Cyber security Diversity and inclusion Brand values Importance to stakeholders Product quality Compliance Importance to Z MenuZ Energy Annual Report 2019Where we are right now Creating value for our shareholders Z Energy is committed to creating value for investors by focusing on a safe and profitable core fuels business. We aim to extract value from our current asset base by delivering outstanding customer experiences, while positioning ourselves for future industry disruption. Z aims to be an attractive long-term investment by providing high-quality, reliable returns to our investors by: 24 Allocating capital with discipline to maximise shareholder value • Manage cashflows and capital to deliver a sustainable dividend in line with earnings growth • Limit capital employed in our core business to $2 billion by selling the least productive assets to fund growth • Maintain a strong balance sheet with the capacity to leverage debt to fund non-organic investments Remaining a people and values-based company • Committed to our purpose ‘to solve what matters for a moving world’ and our ambition to be ‘a world class Kiwi company’ • Maintain high levels of employee engagement and customer satisfaction • Develop organisational capabilities and individual talent for an uncertain future Doing good in Aotearoa New Zealand by recognising our heritage and being committed to future generations • Contribute to a sustainable future at a scale that few other companies can by supporting the transition to a lower carbon future • Provide thought leadership where we have a track record, especially in areas like HSSE, Diversity and Inclusion, and customer experience • Actively support the communities in which we operate on what really matters to them Optimising our market-leading position • Z’s unrivalled supply chain infrastructure provides competitive advantage through scale and reach • Z is one of New Zealand’s most recognised and trusted brands capable of extending to adjacent markets • Z’s scale provides options that allow us to adapt and innovate in a market that will be slowly disrupted by long-term trends Pursuing a differentiated strategy that generates long-term customer loyalty • Focus on Z’s capabilities in customer experience, productivity, innovation, digitisation and brand • Deliver distinctive customer experiences that drive loyalty • Reduce time to market and lower investment risk through human centred design, innovation and experimentation Delivering earnings growth in a changing industry • Continue to deliver moderate earnings growth by operating a more efficient and productive core business • Invest in the core business with rigour; only invest when discounted paybacks are less than five years • Experiment in three adjacencies for alternative or replacement revenue streams — future fuels, mobility and the ‘last mile’ MenuZ Energy Annual Report 2019Where we are right now The year that was 25 25 A few twists and turns The year that was How we saw our world this year across the core parts of our business MenuMenuZ Energy Annual Report 2019Z Energy Annual Report 2019 Working hard for our commercial customers Our strategy in Commercial is to combine the best of our Caltex and Z heritages. This means doing the hard work to keep things simple for our customers and using our scale to unlock value. Currently, we serve more than 40,000 business customers through 11 delivery channels to more than 7,000 physical delivery points nationally. In order to grow volume, we combine distinctive assets and high levels of service across key channels. This includes direct-to-ship refuelling through our marine fuel barge in Auckland, our market-leading bitumen offer and our national Mini-Tanker fleet. This year, commercial trading conditions were affected by volatile crude prices. In a volatile pricing environment, we worked hard to grow volume across our diverse product and channel portfolio. Overall for the year, we delivered a material increase in the underlying profitability of the commercial business and commercial volumes increased by three percent. Our aviation and marine businesses performed well this year. Marine sales increased by 20 percent, with more cruise-ship customers using the Awanuia fuel oil barge to refuel in port. Our aviation refuelling business, which services large commercial jet aircraft at Auckland and Christchurch, continued to see growth, albeit at a slower rate than in previous years. We also increased our bitumen capacity by 39 percent using the new vessel MT Kokako, which supported deliveries of increased bitumen volumes this year. The commercial diesel market continues to be highly competitive. This year saw the highest levels of customer change in many years, in terms of both losses and wins. Our volumes in this market grew by two percent during the year, with growth concentrated in our distributor and Mini-Tanker channels. 2626 Z Caltex + = Value MenuZ Energy Annual Report 2019The year that was Our commercial customers have told us they want their lives to be simpler and ease of access to our sites is important. We have an opportunity to improve performance in this space by maintaining competitive pricing while delivering distinctive solutions to drive customer loyalty in the long term. Our immediate target is to unlock the Z and Caltex truck stop and service station networks for our business customers by combining them into a single nationwide fuel card network. The merging of Z Card and StarCard early in the new financial year will mean our 40,000 business customers and 300,000 cardholders can use a single card across New Zealand’s largest single- supplier fuel network. Over 25 percent of all fuel sales through our Z service station network take place on a fuel card. The new unified card offer will help us to learn more about these longstanding customers, what they need and then recognise and reward them in ways that reflect what they value. In terms of our carbon footprint in this part of the business, emissions from our offshore refuelling ship the Awanuia fell by 19 percent this year. We continue to explore alternative fuels such as biojet, but viable products at scale in this space are still some way off. We made our first delivery of biodiesel to Fonterra as well as five other public and private truck stops. We are currently focused on ramping up production and getting our product into more truck stops in the Auckland, Waikato and Bay of Plenty regions, with full plant capacity expected to reach 20 million litres. Replacing 20 million litres of ordinary diesel with five percent biodiesel would reduce New Zealand’s carbon footprint by 37,000 tonnes each year. 2727 Commercial Net Promoter Score +15 Business customers 40,000 Growth in commercial fuels volume 2.3% Growth in aviation volume 3.5% Growth in bitumen volume 6.5% The Commercial Net Promoter Score helps us to understand how likely someone is to recommend us to others. MenuZ Energy Annual Report 2019The year that was Delivering new customer experiences in Retail Customer satisfaction Z Energy 28 Our strategy in Retail is to differentiate our Caltex and Z brand positions, segment the respective customer bases, and grow rational (price based) and emotional (brand based) loyalty. In a highly competitive environment, we will be relentlessly customer focused and leverage our network strength to maintain market share. Our retail business had a lot to contend with this year. Media interest in the fuels market was significant. Customers became frustrated with high and rising prices as well as new fuel taxes. The competitive landscape intensified as our competitors invested heavily in their physical networks and targeted more price- sensitive customers. Retail margins recovered in the second half after a poor start to the year; however, our volume performance across all three networks was below our expectations. Improving retail volumes is a central focus for us. While our competitors have been growing volume by investing in sites, our strategy takes a longer- term view and is all about leveraging our new capabilities in brand, customer experience and innovation to create new experiences for our retail customers. This year we built the foundations for these capabilities, with value showing up from next year. There are opportunities for us to position our Z and Caltex brands to better meet customer needs. We will pull aspects of the brands together to take advantage of our scale. At the same time, we will forge distinct value equations that focus on Caltex providing local value while Z is all about experiential service. For Caltex, that means a quality service at the right price in convenient locations. At Z, it’s about a best-in-class convenience offer and superior forecourt service. Both brands will continue to be underpinned by a distinctive loyalty offer and a solid network fit for the future. Our store sales came under pressure this year; however, our ongoing investment in high-quality Z Espress food and drink offers resulted in customers continuing to spend on these products. We will continue to redefine our convenience store offer to provide high-quality coffee and fresh food in line with consumer demand. This is all about driving habitual behaviour to keep customers coming back to our sites. We have two pilot stores trialling next-generation offers, increasing to 10 stores next year, and options to scale up after that. % 90 88% FY18 Caltex % 80 81% FY18 The customer satisfaction score shows how many of those surveyed were very satisfied with their experience. This is part of our commitment to listen and act on customer feedback and directly informs the way we prioritise activity at Z. MenuZ Energy Annual Report 2019The year that was We launched our Caltex mobile app in September. Currently, we have more than 265,000 people registered on the Z app and more than 117,000 registered on the Caltex app, with momentum building across both. Our customers with apps are more engaged, more likely to come to Z or Caltex more often and more likely to spend a greater amount than non-app customers. The app also unlocks new experiences for our customers such  as mobile pre-order coffee and Fastlane. We established an exclusive, nationwide fuel partnership with Foodstuffs. Further work is required to realise the full benefits of this arrangement, however, it means customers shopping at two of the most popular Kiwi supermarket brands can now earn fuel discounts and redeem them at any Z-branded service station around the country. The partnership also sees us supplying fuel to the country’s 53 New World- and PAK’nSAVE-branded fuel sites. This is another means of differentiation in order to maintain market share. We launched Pumped, Z’s new proprietary fuel discount programme that allows our Fly Buys and Air New Zealand Airpoints customers to receive fuel discounts as well as earn rewards simply by scanning their card. This shift gives us scope to engage with a broader range of consumers, provides Z another point of difference in the retail market and gives our customers – both old and new – greater choice over how to save and earn in a way that’s important to them. Our retail network was the frontline for many of our successful sustainability initiatives this year. • We worked with suppliers to reduce packaging • We introduced energy-reduction performance targets for service station operators and updated our energy rating standards for chillers and other equipment in service stations, to cut our electricity consumption • We introduced new recycling bins to 143 of our forecourts, boosting material being recycled to around 24kg per week for sites with forecourt recycling bins • We banned the use of plastic bags at our sites in June, stopping 2.5 million single-use plastic bags per year from reaching landfill • Our customers have been making greater use of our EV charging stations with charges up by 37 percent on last year. Site staff within the Z network competed in a nationwide ‘Z Waste Warriors’ competition, diverting more than 343 tonnes — the equivalent of more than three full Olympic swimming pools — of waste away from landfill to recycling or composting in three months. The competition winner from Timaru, Chloe Witika, and her team from Z Caroline Bay recycled 93 percent of their waste over the course of the competition. We increased our site security to keep our frontline staff safer and to reduce the opportunities for any direct contact in the event of a robbery. Many thanks to our Z and Caltex retailers and their site teams who proved themselves up for the challenges. It’s a tribute to them and the huge goodwill they have built in their communities that they continue to enjoy record high customer satisfaction ratings. 29 People employed across 201 Z service stations 2,000 Z Espress sites with pre-order coffee 117 Active users of the Z app 82,700+ Active users of the Caltex app 53,600+ EV charges, a 37% increase on the last year 12,000 MenuZ Energy Annual Report 2019The year that was Capturing the benefits of scale in Supply Our strategy in Supply is to leverage our scale and geographic reach. We now have all we need to deliver the most cost-effective and reliable supply chain in the industry. By capturing the benefits of scale and simplifying and optimising what we source, we can produce the best mix of products to meet our customer needs — even more efficiently. Performance in the first half was negatively affected by the 15-yearly shutdown at Refining NZ. This was much longer than anticipated due to a number of complications. The flow-on effects of the 24-day delay were material as all participants worked hard to rebalance stock positions at the time and in the months that followed. We actively leveraged our product networks and reputation when the industry needed it most. We went above and beyond to source four of the six additional cargoes required to ensure effective fuel supply across New Zealand and ultimately kept our customers moving through the extended shutdown. The complexity of balancing our physical position had financial implications and continued to affect Supply performance in stock position and coastal distribution. This year we brought all our terminals in-house, giving us the largest national network, with storage capacity at all the major ports. Bringing operations back into Z and incorporating them with our aviation and biofuel capabilities added new skills to Z, significantly lifted our operational capability and delivered savings of $2 million. Our refining and procurement optimisation programme helps us to secure the right quality crude at the right time and the right price. This drove incremental earnings for Z this year, and enabled improved processing efficiency at the refinery. We combined our road transport needs under one partnership with Pacific Fuel Haul Limited (PFH). This fleet, the largest of its type in the country, simplifies our logistics with one specialist partner and will allow us to reduce our costs. The PFH agreement targets an annual reduction in fuel consumption of five percent in the short term, and a reduction in CO2 emissions of 19 percent by 2024. In other parts of the business we are already making headway to reduce our carbon footprint. 3030 Barrels of crude oil imported 18.5m Barrels of refined products imported 9m Optimised capacity at Marsden Point 75% Fuel supplied (retail and commercial) 4,172m MenuZ Energy Annual Report 2019The year that was Our resilient supply chain Supply Imported crude oil and fuel Refinery Terminals 3131 Te Kora Hou biodiesel pant Z’s supply chain provides a distinctive competitive advantage. With the assets, relationships, knowledge and increased scale from the combined Z and Caltex businesses, Z is well placed to compete successfully in a changing world. For more information, see What makes us Z on page 50 stic business e m o D Distribution In t e r n a t i o n a l b u s i n e s s Commercial Z stations Retail Value busin e s s e s Caltex sta t i o n s MenuZ Energy Annual Report 2019The year that was Imported crude and refined products Z does not explore or drill for oil, so we need to purchase it on the international market. In FY19 Z imported over 18.5 million barrels of crude oil (net, including condensate from New Plymouth, including adjustments with Mobil as refinery optimisation partner) and just over nine million barrels of refined products. Refinery All crude oil imported into New Zealand is refined by Refining NZ — New Zealand’s only oil refinery. Crude is refined into petrol, diesel, jet fuel, fuel oil and bitumen. Z uses nearly half of the capacity of the Marsden Point refinery and optimises around 75 percent of overall capacity through its collaboration agreement with Mobil. Z has a 15 percent shareholding in the refinery. Supplying our customers From the terminal storage facilities, refined product is distributed in smaller amounts across New Zealand by road tankers, pipelines and marine barges to retail service stations, truck stops and commercial customers. Commercial markets Z provides around 2,568 million litres of fuel to commercial customers: jet fuel to airlines; marine fuel oil to shipping, fishing and cruise-ship customers; bitumen to the road-building industry; and diesel for trucks and tractors. Z has the strongest truck stop network in the country with 155 Z and Caltex truck stops. Retail service stations Z provides around 1,604 million litres of fuel to retail customers through 343 retail service stations in its network: 203 Z-branded sites and 140 Caltex stations. 3232 Average sailing time for crude cargo from the Middle East — roughly 70 percent of our crude 30 days Average sailing time for crude and product cargo from the Far East — roughly 30 percent of our crude and the vast majority of finished product 20 days Shipments via lower- emission ships 41% MenuZ Energy Annual Report 2019The year that was The year that was 33 Our aspirations in these areas can have the greatest impact on the following 10 United Nations Sustainable Development Goals: Our stands What we stand for matters, and we stand for changing the game in New Zealand in: HSSE Environmental Sustainability Includes our Climate Change Statement Community Diversity and Inclusion Our stands are the lenses we look through to make decisions. As such, they underpin our business and our aspirations. They ensure we devote energy and thought leadership to priorities that align with what we stand for. MenuZ Energy Annual Report 2019 Health, Safety, Security and the Environment HSSE matters because it is about the safety and wellbeing of our people and planet, while sustaining the long-term future of our company. Successfully managing changes in our supply chain without a major incident was a significant achievement. We now have a common terminal network and a single logistics provider, and we are manufacturing biodiesel at Te Kora Hou in South Auckland. Further work will be needed to reduce operational risks; however, we have established a solid base and built core capability. 34 100% Motor vehicle incidents FY18: 2 1 0% Zero Number of spills (loss of containment) FY18: Zero 114% 1.84 Total recordable case frequency FY18: 0.86 Z employees: FY19: 0.49 FY18: 0.26 Retailers and Mini-Tankers franchisees: FY19: 2.19 FY18: 1.00 4% 58 Executive safety ‘walk and talks’ FY18: 56 100% Zero Tier 1 and Tier 2 process safety incidents FY18: 1 122% 1.44 Lost time injury frequency FY18: 0.65 Z employees: FY19 0.24 FY18 0.26 Retailers and Mini-Tankers franchisees: FY19 1.75 FY18 0.75 MenuZ Energy Annual Report 2019The year that was 35 64%14 Robberies FY18: 23 Z’s Operational Risk Management System (ZORM) creates a framework for our people to manage operational risks effectively and keeps our teams safer as they go about our business. We became one of the first companies in the world to be successfully certified to ISO 45001. This standard is now the globally accepted standard for health and safety management, and we successfully concluded our first periodic audit in March 2019 to maintain the certification. During the year we further increased the profile of ZORM  with line management as these people are risk owners. Our focus in the year ahead is to digitise the system and make it more predictive. This will assist us to build a more generative culture with individuals taking ownership of showing leadership in HSSE. In recent years we’ve made important investments in our Z retail sites and the training we provide for our site teams to keep them safer in the event of robberies. These measures have included safe rooms to physically separate staff from intruders, along with improved CCTV, fog cannons, reinforced glass, alarms, bollards and tobacco units (dispensing safes) at key sites. These efforts are working. Robbery events have reduced to almost half those in previous years and, in the robbery events this year, site staff were able to get to safe areas and did not suffer physical harm. We have not lost sight of the psychological impact that dramatic events such as robberies can have. This year we also boosted our post incident assistance programmes to support our people to recover from dramatic events. MenuZ Energy Annual Report 2019The year that was We reduced the risk of a road transport incident in our Mini- Tankers business by focusing on reducing fatigue and distraction, and continuing to limit speed across the fleet. In-cab fatigue and distraction monitoring cameras installed in all our Mini-Tanker vehicles empower our drivers and Mini-Tanker franchisees (known as Zees) with real-time information about fitness to drive. The camera system is also an important control against mobile phone use when driving and we now have quality data on this for the first time. Although this has resulted in an increase in recorded ‘Life Saver breaches’ within the year, we are confident that the resulting data-driven safety conversations have already led to a significant reduction in this unsafe activity, compared to a previously unknown ‘pre-camera’ baseline. Over the past 18 months we have continued to reduce overspeed events and have reduced average monthly speed events by over 90 percent since we began monitoring these events in 2016. This is an example of our HSSE strategy in action — combining robust safety systems with strong safety leadership. However, there was a significant loss of control event within the Mini-Tankers fleet, which shows there is further work to be done. As well as continuing to reduce on road transport risk, next year we will focus on site risk and wellness as key enablers of our commitment to zero harm. 5 4.5 4 3.5 3 2.5 2 1.5 1 0.5 0 3636 Monthly average speed events per 100km summary FY19 FY18 r p A y a M e n u J l y u J g u A p e S t c O v o N c e D n a J b e F r a M 618% 474 Lost work days FY18: 66 123% 29 Lost-time injuries (LTIs) FY18: 13 153% 38 Life Saver breaches FY18: 15 Z employees: FY19: 0 FY18: 4 Retailers and Mini-Tankers franchisees: FY19: 474 FY18: 62 Z employees: FY19: 1 FY18: 1 Retailers and Mini-Tankers franchisees: FY19: 28 FY18: 12 118% 37 Total recordable cases FY18: 17 1% 4.02 Exposure hours (millions) FY18: 3.97 Z employees: FY19: 2 FY18: 1 Retailers and Mini-Tankers franchisees: FY19: 35 FY18: 16 Z employees: FY19: 0.82 FY18: 0.78 Retailers and Mini-Tankers franchisees: FY19: 3.20 FY18: 3.19 MenuZ Energy Annual Report 2019The year that was Environmental Sustainability Our Climate Change Statement Our Environmental Sustainability stand commits us to three outcomes with targets to achieve by 2020. We are making good progress against many of the targets, although some are proving more challenging than others. A summary is set out at right. Full details on our targets are available at z.co.nz. Key We are on track and doing well We’ve made some good progress, but we need to do more We are not on track and need to do more 3737 Outcome Actions Status Use less and waste less in our operations Reduce carbon emissions Reduce waste to landfill Reduce electricity use Operational and New Zealand supply chain emissions decreased due to lower emissions in Supply, for example in coastal shipping and ground freight of fuel to our sites. We voluntarily offset 58,000tCO2e this year to cover our operational emissions, including those from corporate travel, retail electricity, coastal shipping and hauliers. We measure and manage our waste. As a proportion of waste, landfill volumes increased this year. Electricity consumption is measured across our offices and retail network. This year electricity consumption decreased at our retail sites. Making purchasing decisions that support sustainability Supply chain Customers reduce fossil fuel use Lower-carbon products and services Our supplier Code of Conduct is being used for procurement decisions and contracts for major suppliers, including for ground fleet distribution of fuel and refined imported products. Our minimum energy standard for shipping was implemented, increasing the use of the most energy efficient ships. Biodiesel production is underway (500,000+ litres B100 in FY19) and we are focusing on ramping up production and rolling out delivery to our customers. Our investment in climate-positive car sharing company Mevo is consistent with a pathway to the future of mobility we foresee. The Mevo team have established a strong presence in the Wellington market and are well positioned to grow the unique free-floating car sharing product with both consumers and businesses, with its registered members up by more than 340% and monthly trips up by more than 270%. MenuZ Energy Annual Report 2019The year that was  We stand for an environmentally sustainable New Zealand that is an example to the rest of the world and an inspiration to Kiwis. Z will move from being a part of the climate change problem to the heart of the solution. We will be bold and provide leadership and a range of solutions to enable our customers, stakeholders and communities to join us on the journey to a lower carbon future. Key We are on track and doing well We’ve made some good progress, but we need to do more We are not on track and need to do more 3838 Outcome Actions Status Enable others to reduce their impact Customers experience emerging transport technologies Carbon offsets Partnerships for low-emission economy Local permanent forest providers Policy A social media campaign allowed customers to try EVs in Wellington. The Z network contains eight EV charging sites, providing around 12,000 charges in the past year. Our Z Vivian Street site is one of the most used EV charging points in New Zealand. We are actively looking at ways to enable customers to purchase carbon offsets online and we continue to look actively at ways to make this service available to all customers. We continued to develop our association with Trees That Count. In this year’s season, Z supported 30 planters establishing more than 20,000 trees. Z also joined forces with Air New Zealand, Contact Energy and Genesis Energy to form Dryland Carbon to accelerate afforestation and planting in New Zealand for carbon sequestration. See the next page for more details on Dryland Carbon. We are the largest single purchaser of voluntary carbon credits in New Zealand, partnering with Permanent Forests NZ. At an average cost of around $25 per tonne, this comes to an annual cost of about $1.5 million per year. The credits are created through the protection and covenanting of domestic forestry projects — these are a mixture of exotics (blackwoods, eucalypts and pine) and native trees (mānuka, kānuka and tōtara). We were a founder and convener of the Climate Leaders Coalition, a collaboration of major businesses in New Zealand with 86 signatories representing over 50 percent of this country’s emissions. The coalition was described as “globally significant” by Chris Stark, CEO, United Kingdom Committee on Climate Change. No other country has managed to do this. The initiative is in alignment with the thinking of global investors like BlackRock and is a key part of using our leadership position and those of others to influence New Zealand business overall. MenuZ Energy Annual Report 2019The year that was Measuring our emissions We have been measuring our emissions since 2012, but reset our base year to FY17 following the acquisition of Caltex. We follow the principles of the Greenhouse Gas Protocol to measure our greenhouse gas emissions. We measure direct emissions, such as those from the vehicles we own, and indirect emissions, such as the electricity we consume, travel and waste, our Z retail sites and Caltex operations. We include emissions across the entire supply chain and from the products we sell. Emissions from Flick are not included. Information on the greenhouse gas emissions profile of Flick is available at FlickElectric.co.nz. While Z continues to focus on lowering operational emissions we are also committed to reducing indirect emissions from our customers through greater production of biodiesel and supporting the growth of EV use in New Zealand. Greenhouse gas emissions Scope 1 — Z offices and retail sites Scope 2 — Z offices and retail sites Scope 3 — Z offices and retail sites Scope 3 — New Zealand supply chain Scope 3 — Share of refinery Scope 3 — Rest of supply Scope 3 — Z product emissions from our customers Total emissions 3939 FY19 3,837 4,195 4,495 37,910 555,892 902,215 Calendar year 2017 (base year) 3,907 4,045 3,339 40,031 634,848 807,542 11,640,509 9,488,277 13,149,051 10,981,989 We also have a liability under Liquid Fossil Fuels in the New Zealand Emissions Trading Scheme (ETS). We surrendered five million units for obligations in the 2018 calendar year. See note 13 in the financial statements. Z invested in a long-term carbon farming and afforestation partnership to produce a stable supply of forestry-generated New Zealand Unit (NZU) carbon credits to help Z meet a portion of its ETS surrender obligation. Z will participate as a limited partner, contributing capital in an initial five-year period (subject to certain pre-agreed investment criteria/hurdles being meet), but we will not be involved in the day-to-day operations of Dryland Carbon. MenuZ Energy Annual Report 2019The year that was Climate change risks Forecasting future demand for fossil fuels becomes more complex when considering technology developments that may emerge over time. We use the BusinessNZ Energy Council scenarios as outlined on page 46 of this report. As a company selling around 45 percent of New Zealand’s total transport fuel; or put another way, primarily through the products we sell, nine percent of New Zealand’s total emissions, Z is at risk from both the transition to a low-carbon economy and the physical impacts of climate change. However, as a downstream energy company, with no exposure to upstream drilling and extraction operations, we are well-placed to manage the change to a low-carbon economy. There are also valuable opportunities to transition the company from fossil fuels to a low-carbon future and to do it in a way that’s good for all our stakeholders. We’ve been more deliberate in linking our overall risk profile to our direct and indirect exposure to climate change risks. With climate change being one of the material issues we focus on, we are working on the impact of, and adaptation to, climate change risks for Z. Our Sustainability team recently merged with the Strategy and Risk team in order to respond to these risks more deliberately. Close to half the material topics we’ve reported on this year relate to management of our climate change risks. These topics are: Flick purchase, renewable energy, VUCA future, responsible consumption and production, climate action, increased regulation, supply chain resilience, ethical procurement and brand value. These topics are interrelated. Waste measures 6% 2,523 tonnes Recycling — cardboard and paper FY18: 2,681 tonnes 18% 385 tonnes Composting and organics FY18: 471 tonnes 27% 912 tonnes Recycling — plastics, cans and glass FY18: 1,250 tonnes 18% 2,523 tonnes Waste to landfill FY18: 2,142 tonnes 4040 We manage risks associated with these topics to reduce the negative impacts on our capitals (our assets, our finances, our capability, our people and culture, our environment, and our place in New Zealand). 3% 6,343 tonnes Total waste FY18: 6,554 tonnes These waste figures are estimated based on actual volumes from 70% of retail sites. MenuZ Energy Annual Report 2019The year that was 41 High schools sponsored to empower young Kiwis to better understand themselves and become job ready 5 Good in the Hood 550 Community groups supported through Community At Z, we stand for a resilient and healthy Aotearoa New Zealand that empowers our youth, neighbourhoods and Z whānau. What this stand looks like in action is focused in two areas: doing good in our hoods, and powering up the future generation. Good in the Hood continues to be loved by Kiwis and community groups. This year, around 550 community groups received a share of the $1 million in funding given away during the Good in the Hood voting month in May. Since 2012, more than $6 million of Good in the Hood funding has gone to community groups and projects helping the country’s neighbourhoods to thrive. In addition to the $1 million, this year we ran a fuel discount day, with 6 cents per litre sold on a day in May being donated to the community groups in that region. This day raised an additional $190,000 funding for groups. We enlisted the Ākina Foundation to do an assessment and report on the actual social impact delivered by the programme; this is due to be completed in late May 2019. This year we also completed a pilot programme designed to lift the potential of young people by giving them the right tools to make informed career choices with confidence. We provided Mana College with the funding required to implement Minded, an edu-tech online platform that helps young people better understand who they are and the careers that might suit them. Since witnessing first-hand the inspiration and empowerment experienced by the young people using it, we’ve agreed to provide the funding for Minded to a further six low-decile schools across the country. We ran two prototyping workshops, tested our draft hypotheses and protype with more than 400 young people, and enlisted the help and advice of dozens of educators and sector experts across New Zealand. Our innovation team is also running a human-centred design process to ensure these measures result in tangible outcomes for young people from disadvantaged backgrounds. MenuZ Energy Annual Report 2019The year that was Diversity and Inclusion We will lead the way in developing an inclusive Kiwi company that has our people being successful being themselves. We are passionate about building an inclusive business where our people are free to be successful being themselves. We believe that our business benefits from a diversity of perspectives. That’s why we have built diversity and inclusion into a number of our ways of working at Z, and we continue to grow in this space. In light of the tragic events in Christchurch on 15 March 2019, we will be focusing more intently on enabling a Z that reflects the diversity of New Zealand at all levels, and supports and empowers all of our Z whānau, no matter where they come from. As part of this, we will be taking measures to ensure our site staff feel fully equipped to deal with racial verbal abuse at any Z sites. 42 Engagement Our retail network engagement score was 71 percent for the second year in a row. We believe high employee engagement drives high customer engagement so we now have the same scoring system for both. In February 2019 our Employee Net Promoter Score was +17. This places us within the top quartile globally for all organisations that use Peakon, our new provider for measuring engagement. Supporting Te Ao Māori We continued our commitment to Te Ao Māori with te reo accreditation for site staff, integrating respective practices into our onboarding, Māori language classes and using te reo on signage inside our corporate offices. MenuZ Energy Annual Report 2019The year that was 43 2%1.36% Absenteeism rate FY18: 1.33% Reflecting New Zealand’s diversity Gender balance improves We were proud to partner with TupuToa this year — introducing its guided internship at Z, with a three-year commitment to creating pathways for Māori and Pasifika students into careers in the corporate and professional sectors. Like TupuToa, we aspire for our nation to have a nimble, strengths-based economy that meets the needs of culturally and ethnically diverse markets, both here and overseas. This year our gender balance went from 40 percent female to 39 percent female due to the large intake of male staff following the consolidation of our terminals business. We still have a target of 50/50 gender at all levels by 2020. We are also now close to pay parity across the business, having reduced the gap from 12 percent two years ago to two percent now. Rainbow Tick Reverse mentoring Z Energy is proud to be the only fuel retailer in New Zealand to have attained Rainbow Tick certification, signalling publicly that Z is an employer that values, embraces and provides a safe working environment for current and future staff who identify as members of the Rainbow Community. Support has ranged from increased internal communication and training workshops to external events such as supporting the Wellington Pride Festival and our CEO being a judge and panellist speaker at the inaugural 2019 New Zealand Rainbow Excellence Awards. We introduced reverse mentoring, where employees with more than 10 years’ experience are paired with and mentored by newer employees. We have found this helps both groups to discover new perspectives. Parental leave We further enhanced our parental leave policies to ensure that returning parents were not disadvantaged if they took annual leave within 12 months of returning to work. We are also starting to see some of our fathers taking paid parental leave. MenuZ Energy Annual Report 2019The year that was If Z were a village of 100 people 1 67 Tertiary education (diploma or above) 59 In Wellington 17 In other spots 24 In Auckland 35 Millennials 35 Gen X 1 Gen Z 11 Xennials 52 Have dependants 44 18 Baby boomers 1 Disability MenuZ Energy Annual Report 2019The year that was21613923661412MenWomenNZ EuropeanAsian (including Indian and Pakistani)EuropeanOtherMāoriMiddle Eastern Latin American AfricanPacific Islander 45 Up ahead The future we see for ourselves The capabilities we’re growing to be the Z of the future MenuZ Energy Annual Report 2019The future we see for ourselves The next 20 years To prepare for the future, Z operates across two timeframes. We think about the short-term dynamics that affect us today and the long-term risks and opportunities as we can identify them. In the short term, oil price volatility, signals of potential regulatory review, changes in customer behaviour and a highly competitive landscape will continue to challenge how we do business. That’s why our focus through to the next decade is on continuing to build a more productive core business and maximising the benefits of Z’s scale and reach. We also need to ensure the business is set up to be successful for the future. We believe demand for fossil fuels is likely to change, but at the same time we don’t have a crystal ball; so we use scenarios to support our decision-making in the face of uncertainty. The BusinessNZ Energy Council has developed two plausible scenarios for energy supply and demand extending out to 2050. We use these to test our existing strategies, make sense of current trends and feed into our foresight programme. Under both scenarios, by 2030 total fossil fuel demand will not be materially different from that of today, but the product mix will have changed. We believe the future disruption in fossil fuels is being signalled with sufficient time for us to react. In preparation for this disruption, we have identified three future market spaces where Z is well placed to explore options for future growth. 4646 2040 2030 2020 MenuThe future we see for ourselvesZ Energy Annual Report 2019 4747 The ability to get to market quickly with products that meet real needs will be a distinctive advantage for Z and one that will enable us to improve customer loyalty and retention. These are areas in which we will continue to engage in modest experimentation in order to learn more about adjacent markets and to inform market and product development. The three market spaces we have identified are: • future fuels: we anticipate and support continued growth in the adoption of low- to zero-carbon fuels as climate change drives a lower-carbon economy. Along with EVs, these include fuel options such as biodiesel, hydrogen and biojet • mobility as a service: we believe the application of new technology to the automotive sector will result in new services changing the way people move and send and receive goods and services. This should see continued growth in on-demand mobility such as car sharing and, ultimately, it will mean the adoption of autonomous vehicles • ‘last mile’: opportunities will continue to arise to leverage our retail network to deliver new goods and services. What we do have is greater certainty about are the capabilities that will help us to be successful in the short term as well as the long term. That is, leveraging our excellent nationwide network with ruthless capital efficiency; building our innovation, customer experience and digital capabilities; and using experiments to generate new options. These are activities that will create value within the existing business but also enable us to participate in different market spaces in future. Short-term gains Our investment in innovation is already proving its worth. For example, we’ve learnt that customers using Fastlane buy more fuel compared to other ways of fuelling, and this product is attracting new customers we’ve never seen at our Z stations. So far we’ve restricted the application of this product to forecourt pumps, but the idea could easily be applied to carwashes and, when combined with the new card we’re developing for commercial customers, it could be a game- changer for our relationship with businesses. Similarly, the roll-out of our pre-order mobile coffee service to 117 sites means customers can save time by paying in advance. Innovations like this are all about responding to changing customer needs and unlocking new customer experiences. The ability to get to market quickly with products that meet real needs will be a distinctive advantage for Z and one that will enable us to improve customer loyalty and retention. We now realise the importance of being able to scale these opportunities quickly. Our Business Accelerator Team, established this year, has started challenging how we work day to day as part of an internal ambition to do things one-third faster. Informed experiences We established a Customer Experience Council specifically focused on lifting our organisational capability in customer experience and data. Already we are gaining powerful insights into our customers, finding new ways to solve their problems and making their journeys easier. With a data-driven understanding of customer preferences, we will be able to create significant opportunities to address those preferences. For example, through Fastlane we have learnt that the right technology at the pump can change the rewards and experiences that customers seek. Some people will always prefer financial savings, but for others the ability to save time may be more attractive. It’s all about maximising the insights we have into more than 1.5 million customers through our loyalty partners (and increasingly through our digital interactions), and delivering delightful, personalised experiences that are win-win for New Zealanders and for our business. The market has become increasingly driven by customers seeking discounts and we see an opportunity to change this behaviour. By tailoring rewards to the individual customer based on their preferences, we can reward their loyalty with offers they value more highly than a discounted price. MenuThe future we see for ourselvesZ Energy Annual Report 2019 4848 Building a digital business starts with changing the culture by equipping our people to become digital leaders. Moving to digital We have an ambition to become a digitised company because we believe it will enable us to become more efficient and offer our customers something distinctive. This year was all about laying the foundations; we established new partnerships, appointed a Chief Digital Officer and set up a dedicated digital business unit. Building a digital business starts with changing the culture by equipping our people to become digital leaders. Microsoft, one of our newly established partners, has already enabled our people to work faster and more effectively with the roll-out of Office 365. The implications of digitisation will be far- reaching for Z. In Retail, this includes enabling our customers to communicate and interact with us using a wider range of options, including new types of transactions via our mobile apps. In Commercial, it’s about simplifying and automating to make our services quicker and easier to use. The use of artificial intelligence technologies will also improve our ability to predict and fulfil all our customers’ needs, while reducing inefficiencies in our supply systems. As we digitise the business, security and privacy are increasingly critical. The more that customers trust us with their data, the more important it is that we manage and store it appropriately. Regulators also want a detailed understanding of what we know and how we will use that information appropriately. Following a data breach in the Z Card Online system reported last year we made a number of improvements: we appointed a Managed Security Service Provider; we ensured continued vigilance around our own and our customers’ digital assets; and we retained the services of a specialist security organisation to help us proactively identify security risks in our systems so they can be mitigated in a timely manner. MenuThe future we see for ourselvesZ Energy Annual Report 2019 4949 Investment in future growth opportunities Flick and our future Our decision to invest in, and partner with, Flick enables Z to access the digital capabilities of Flick, and Flick the national scale of Z. It’s also a unique opportunity for us to build knowledge and learn about this adjacent energy sector as we prepare for the future. In the long term there is an opportunity for Flick and Z to lead the way by being relentlessly customer focused as this adjacent market goes through its own transformation. Together, we will be well placed to develop new products and services that help customers to consume energy differently, and minimise energy consumption, in a digitally enabled way. Mevo — changing how people move Z first invested in Mevo, a Wellington-based car sharing company, in May 2017. The Mevo team have established a strong presence in the Wellington market and are well positioned to grow the unique free-floating car sharing product with both consumers and businesses. Given how attractive this mobility solution has proven, Mevo now has options to expand to new products and geographies. Already, Z’s involvement with Mevo has allowed us to understand more about the potential role of shared mobility in New Zealand’s future. MenuThe future we see for ourselvesZ Energy Annual Report 2019 What makes us Z 50 Clear direction What makes us Z A little more about the things that make us who we are MenuZ Energy Annual Report 2019 Why all the way 5151 We’re a New Zealand company supplying fuel to Kiwis up and down the country. We have two brands: Z and Caltex. Our customers include ordinary Kiwis as well as large commercial customers like airlines, trucking companies, shipping companies and vehicle operators. We also provide roading contractors with bitumen for New Zealand’s roads. While we are insistent on sustainability, we also acknowledge that we live and compete in a world where oil is the transport fuel of choice at the moment. No other energy source has yet combined the availability, storability and energy density of oil, and no other company competes as comprehensively in the New Zealand downstream fuels market as Z does. Horizontally, we cover more grades, more locations, more channels and more customer segments than any of our competitors. Our ambition is, and has always been, to be a world-class Kiwi company. That’s about delivering superior returns, being distinctively and competitively advantaged and exploring adjacent products and services as options for the future. It’s also about being a thought leader and using our voice to set the agenda for progress and innovation, owning iconic brands and being a place for personal growth for our people. Z has always been a distinctive company. We want Z to represent what New Zealanders can achieve when they put their minds to the things that matter in a moving world. Our people are different, the way we do stuff is different and what we aspire to is different. Where others see an industry whose participants look pretty much the same, we see ourselves as a locally focused solutions business that uses its scale, experience and capabilities to compete meaningfully in a dynamic and rapidly changing industry with huge challenges, opportunities and responsibilities. We talk about the ‘Z Why’ as our philosophy because, as we like to say, we’re a Why company not a Way company. At our core we are values based. Our values are: Share everything; Have the passion; Back our people; Be straight up; and Be bold. ‘Why we do things around here’ lies at the very heart of our identity, meaning, values and beliefs, individually and collectively. We focus on what matters, and because of that stakeholders can have confidence that our Board and management are having the right conversations and working together to build a potent culture where people feel engaged and motivated to perform. MenuZ Energy Annual Report 2019What makes us Z Z is for New Zealand 52 NZX/ASX Publicly listed on both stock exchanges 203 Z service stations 25% Stake in Loyalty New Zealand 10,000+ Shareholders 140 Caltex service stations 2 Investments in adjacencies Flick and Mevo 4,370 Unique bondholders 11 Z terminals and five joint venture terminals in nine ports 3 Loyalty schemes: Fly Buys, Air New Zealand Airpoints and AA Smartfuel 44% of New Zealand’s total transport fuel 50% Stake in Coastal Oil Logistics Limited 1 Discount fuel partnership via Foodstuffs 155 Truck stops 15% Stake in Refining NZ MenuZ Energy Annual Report 2019What makes us Z Our Board 53 1 2 3 4 5 6 7 MenuZ Energy Annual Report 2019What makes us Z Our Board Our Board combines proven experience in governance with the diversity of perspectives that comes with appointing people from a range of backgrounds. 1 Mark Cross joined 28 August 2015 2 Peter Griffiths joined 2 April 2010, leaves 2 May 2019 3 Abby Foote joined 15 May 2013 4 Blair O’Keeffe joined 1 August 2018 5 Steve Reindler joined 1 May 2017 6 Julia Raue joined 15 February 2016 7 Alan Dunn joined 2 April 2010 Read more about Z’s Directors on our Investor Centre 5454 Heavy industry business (or similar) including engineering, safety Operating model transformation — balancing legacy and growth Directors’ skill matrix at 31 March 2019 Collective skills to take us forward Z’s Board focuses on context, strategy, risk and assurance. This year the Board continued to strengthen the links between capital allocation (including the dividend policy and deleveraging), the enterprise risk framework and core strategy. Ideal skill level Current skill level Sustainability and clean energy Strategic knowledge for scale oil Digitisation — back office and field for efficiency and customer experience Finance and capital markets Listed company governance, including regulation Retail, customer insight, data and brand MenuZ Energy Annual Report 2019What makes us Z 5555 The Board continues to evolve its approach to reflect our commitment to world- class governance that is responsive to the increasingly dynamic environment we are operating in, while continuing to provide support and challenge to the executive team. Abby Foote Director/Incoming Chair 2 May 2019, Z Energy Key activities for our Board Last year we reported on our compliance with the New Zealand Stock Exchange (NZX) Corporate Governance Code in a separate statement and focused the annual report on what the Board had been in action on during the year. We received positive stakeholder feedback and are continuing with the same approach this year. Our Corporate Governance Statement is posted on our Investor Centre website at z.co.nz, together with our core corporate governance documentation. We have renovated our Investor Centre since last year in line with best practice, including commentary on the NZX Corporate Governance Guide, to improve access to open and transparent information about Z. Inside the boardroom This year the Board tested and affirmed Z’s strategy given changing market conditions, noting that Z’s strategy is deliberately differentiated from those of its competitors. During the year the Board focused on performance, core business and strategy, including capabilities, as well as maintaining last year’s focus on climate change both globally and locally, including the establishment of the Interim Climate Change Committee and regulatory settings such as zero carbon legislation and potential ETS frameworks. The Board continued to monitor Z’s preparation and organisational maturity for managing risk, including learning from issues arising during the year. The Board approved a refreshed view on how Z thinks about and manages risk across the company in order to provide a framework for Z’s leaders to take the right levels of the right   risks. During the year the Board also participated in structured learning, in particular on psycho- social risk. The Board worked with the Z team to ensure the capability of the new internal terminals team and to obtain assurance around the management of the increase in major hazard risks, following the successful project to bring all Z terminal management in-house. The Board also worked on understanding capability for the convenience retail sector. The Board discussed Board and executive team succession planning. The Board also discussed talent management, including the adoption of the same engagement approach to measure employee engagement as that currently used to measure customer engagement, so the goal of high employee engagement underpinning high customer engagement can be measured, tracked and worked on in a more deliberate and joined-up manner. MenuZ Energy Annual Report 2019What makes us Z 5656 A relentless focus on our core business is the best thing we can do to prepare for a range of future scenarios. Outside the boardroom The Board’s learning programme this year included a deep dive into the future of the industry, travelling to a range of markets to investigate: advanced regulatory settings focused on the future; new entrants to the industry in core and adjacent businesses; and consumers and their future needs. The Board met with the Ministry of Transport in Singapore to discuss autonomous vehicle (AV) development and to walk through an AV testing facility. In Germany, the Board met with BMW to discuss mobility trends and visited a hydrogen refuelling station. In Norway, the Board met with Couche-Tard, a fuel business working in a market with high EV penetration rates. The Board also discussed retail developments in new energy spaces with industry participants in London. Following the trip, the Board formed the view that the New Zealand response to changing future fuel demand is likely to be unique, that material decline is a medium- rather than short- term risk, and importantly, that a relentless focus on our core business is the best thing we can do to prepare for a range of future scenarios. Based on learnings from the trip, the Board worked with Z’s executive team to ensure a focus on: running the core business on a best-in-class cost basis; operational excellence; and leveraging the Flick shareholding for joint product roadmaps. The Board asked the executive team to investigate strategic options for meeting the changing needs of EV customers and to continue with clear and transparent stakeholder communications. The Board also approved the purchase of Flick in August 2018, consistent with Z’s ‘What is next?’ strategy to make scalable investments in adjacent sectors. The Board was a sponsor of and participated in the ‘Diverse Thinking Capability Audit of New Zealand Board Rooms 2018’ conducted by the Superdiversity Institute for Law, Policy and Business. The Board participated in Diversity and Inclusion Training with Rainbow Tick. Rainbow Tick noted they normally worked at executive level and it was a positive development to be invited to engage directly with a board. The Board also engaged in Cultural Intelligence training. Structured stakeholder engagement also included: • meeting political advisors to discuss the (then) new Coalition Government • meeting a niche investor in start-up businesses to discuss the optimal relationship settings for corporate investors and start-ups • meeting a member of the Interim Climate Change Committee • meeting shareholders to discuss their views of Z’s performance, strategy and risk • training on Safety 2 leadership. While the Board maintains a clear distinction between matters of governance and matters of management, exceptions are made where the Board can add specific value, such as working with management on issues, participating in retail forums across the Z and Caltex networks, taking safety walk and talks across Z’s terminal networks, visiting major suppliers’ premises, and providing executive mentoring on specific issues. MenuZ Energy Annual Report 2019What makes us Z Our executive team Read more about Z’s executive team on our Investor Centre Our executive team combines strong industry experience with the new skills and capabilities we need to move forward under a capability-led strategy. Mike Bennetts Chief Executive Officer Joined 1 April 2010 Debra Blackett General Counsel and Chief Governance Officer Joined 2 June 2015 David Binnie General Manager, Supply Joined 8 September 2014 Nicolas Williams General Manager, Commercial Joined 7 June 2011 5757 Lindis Jones General Manager, Corporate (until 31 March 2019) Chief Financial Officer (From 1 April 2019) Joined 10 May 2010 Helen Sedcole General Manager, People and Culture Joined 29 January 2018 Andy Baird General Manager, Retail Joined 1 April 2019 Mark Forsyth General Manager, Retail Joined 10 May 2010 Departed 31 March 2019 Julian Hughes General Manager, HSSE (Until 31 March 2019) General Manager, Strategy and Risk (From 1 April 2019) Joined 16 February 2015 Chris Day Chief Financial Officer Joined 31 July 2013 Departs 10 May 2019 Mandy Simpson Chief Digital Officer Joined 19 February 2019 Jane Anthony General Manager, Marketing Joined 10 May 2010 MenuZ Energy Annual Report 2019What makes us Z Performance and remuneration CEO and senior officer total remuneration for FY19 We believe in creating a clear link between performance and reward. In this report we show  remuneration earned for the respective year of performance rather than remuneration paid as a more appropriate way of illustrating how pay relates to performance. For this reason, we’ve included the cash bonus and long-term incentive (LTI) earned for FY19. The Board has approved the cash bonus, which will be paid in May 2019. Although it is not required In New Zealand, we have disclosed the remuneration for our senior officers (as disclosed to the NZX) as well as the CEO. This is consistent with our commitment to an open and transparent relationship with our shareholders who have expressed increasing interest in remuneration reporting in recent years. We have also provided information on the performance targets Z set for the CEO and senior officers in this period. This is our second year of reporting in this way, and we welcome feedback on the changes we’ve made. 5858 CEO and senior officer remuneration Salary and fees Fixed taxable benefits Subtotal Pay for performance Total remuneration Position CEO CFO STI paid FY20 for FY19 performance Gross LTI paid in FY20 for 2016–19 period $819,488 $40,974 $860,462 – $455,235 $24,238 $479,473 $182,094 GM, Commercial $360,500 $19,501 $380,001 $54,075 GM, Corporate $408,000 $20,400 $428,400 $61,200 GM, Retail $379,250 $20,439 $399,689 $113,775 GM, Supply $377,400 $20,346 $397,746 $56,610 Subtotal – $860,462 $182,094 $661,567 $54,075 $434,076 $61,200 $489,600 $113,775 $513,464 $56,610 $454,356 – – – – – – Notes 1. Pay for performance is paid in the financial year following performance. The performance amounts shown will be paid in FY20 for performance achievements in FY19. They have been approved by the Board at the time of publishing and will be paid in May 2019. 2. Gross long-term incentive (LTI) — no payment as performance hurdles were not met. 3. Gross short-term incentive (STI) — includes agreed performance metrics for exiting executives, and excludes any KiwiSaver contributions. 4. Total remuneration excludes payments that arise from calculating holiday pay in line with legislation, and loan repayment and tax deduction for LTI. It is the estimated remuneration earned from performance in FY19. 5. Fixed benefits are five percent employer KiwiSaver contribution and medical insurance. MenuZ Energy Annual Report 2019What makes us Z 5959 Short-term incentive scheme at Z Z’s STI cash bonus is based on three things: 1. Individual performance ratings 2. Company performance ratings 3. Base salary and the on-target bonus for career level. In February/March, the CEO and the Board agree on the company objectives to be achieved in the following financial year. The Board assesses them in April after year end. In determining an overall performance rating, the Board assesses the key result areas individually and considers any additional achievements beyond plan. Once the company objectives are set, individual objectives for the CEO and each executive are set and cascaded through the company. An STI bonus will be paid only if 85 percent of the annual company RC EBITDAF target has been met. Once this threshold has been met, payment is subject to both individual and company performance ratings. To qualify for any payment, individuals must achieve a minimum overall performance rating of ‘meets expectations’ against their individual targets. To meet expectations, individuals must deliver their individual commitments to a strong standard and exhibit behaviour consistent with Z’s values over the course of the year. The STI bonus is paid only if both the company and the individual achieve these threshold levels of performance. The Board retains complete discretion over paying STI bonuses and may determine that no bonus will be paid in a given year. The Board considers the following areas of performance when determining the overall level of company performance. • Significant HSSE incidents, such as fatalities • Significant adverse reputational incidents, such as customer reaction to an operational failure • The company’s reputational alignment with being a world-class Kiwi company Restricted Share Long-Term Incentive Plan For the 2016 RSLTIP, the total shareholder returns over a three year period have not met the required entry level benchmark of #25 within the NZX50. Z actually ranked #36, and the Board have determined that no payout will be made. This is consistent with the principle that there should be strong alignment between shareholder interests and those of Z’s senior managers. The Board holds absolute discretion on the cash bonuses paid to participants, which are used to repay the participant loan balances on the vested shares. Further details about how we link pay to performance and other more detailed remuneration disclosures follow. Breakdown of pay for performance Z’s remuneration position is to benchmark total fixed remuneration (base pay) to the upper quartile of the external market. This means that with our STI annual bonus payment (cash bonus), the total rewards we offer are in the top 10 percent of the New Zealand market when people deliver results above plan. This includes both individual targets and company-wide targets. The executive team and selected senior employees are also eligible for the Restricted Share Long-Term Incentive Plan (RSLTIP). The RSLTIP is a share-based incentive scheme, not a cash bonus payment. The RSLTIP focuses on alignment with long-term shareholder interests by using a share-based incentive over a three-year vesting period on an at-risk basis aligned with the achievement of defined performance targets. Again, these are both individual and company targets. For shares to vest under the scheme, participants must meet their individual performance targets and the company must achieve a total shareholder return (TSR) in the three-year period of at least 25th on the NZX 50. Payment is also subject to the discretion of the Board. MenuZ Energy Annual Report 2019What makes us Z RSLTI 2016–2019 Pay for performance measures 6060 Key criteria • Must achieve at least ‘meets expectations’ each year, otherwise pro-rated • Continued employment on the vesting date • Board discretion for significant operational failures • TSR must be higher than the 50th percentile of NZX companies • Outperformance to market is rewarded by additional pay-out of up to 200 percent for ranking of 5 or better RSLTI leadership percentage • CEO — maximum of 2 × 50 percent of salary • All senior officers — maximum of 2 × 30 percent of salary Company STI FY19 • HSSE operational risk management indicators, such as the total recordable case frequency rate, the motor vehicle incident frequency rate, the number of Tier 1/2 process incidents, retailer and Zee capability, safety leadership programmes, safety walk and talks, and incident close-out rate • Financial performance indicators, such as RC EBITDAF, capital expenditure and leverage • Organisational leadership indicators such as brand positioning and offer development, loyalty project development, innovation capability development and market share • Strategic leadership such as strategy 3.0 project delivery, customer experience capability, organisational development and employee engagement. CEO STI FY19 — 50 percent of salary if Z meets company targets and CEO meets individual targets Meets all company targets above, plus demonstrates personal leadership, staff engagement, stakeholder management, brand ambassadorship and thought leadership. Senior officers must meet individual performance targets and Z must meet company targets. Enterprise value Be more productive Engage our customers Deliver the future Leadership behaviours STI targets for senior officers CFO — 40% of salary GM, Commercial — 30% of salary GM, Corporate — 30% of salary GM, Retail — 30% of salary GM, Supply — 30% of salary Notes • ‘Enterprise value’ is underpinned by retaining operational momentum in the business and includes several financial, behavioural and HSSE operational measures. ‘Be more productive’ includes project execution, organisational development, continuous improvement of ERP and technology, and financial management. ‘Engage our Customers’ includes measures for our HSSE systems, customer experience capability and customer engagement. ‘Deliver the future’ includes measures for brand positioning, data management, organisation development roadmap, innovation and strategies for the future. ‘Leadership behaviours’ include measures for staff engagement and demonstrating company values. • • • • MenuZ Energy Annual Report 2019What makes us Z Remuneration policy and disclosures The figures on the right are the total of current-year salary and fixed benefits paid in the year noted, and performance payments earned in that year and paid in the following financial year. Five-year summary — TSR performance Z Energy Limited New Zealand NZX 50 (TSR) For measuring total company performance, TSR is the metric for RSLTI. This determines what proportion of shares vest. Z’s relative TSR ranking is determined based on where Z ranks against other companies in the NZX 50 at the end of the three-year term of the scheme. CEO pay for performance scenario FY19 Five-year summary CEO remuneration LTI STI Fixed LTI STI Fixed 6161 $3,000,000 $2,500,000 $2,000,000 $1,500,000 $1,000,000 $500,000 0 ) w o e b l ) s t e e m ( l n a p - n o 9 1 Y F i m u m x a m 9 1 Y F i ) y r a n d r o a r t x e ( l a u t c a 5 1 Y F l a u t c a 6 1 Y F l a u t c a 7 1 Y F l a u t c a 8 1 Y F l a u t c a 9 1 Y F 200.87 185.82 , l e b a t p e c c a n u ( $3,000,000 $2,500,000 $2,000,000 $1,500,000 $1,000,000 $500,000 0 m e r d e x i f 9 1 Y F 300 200 100 0 4 1 0 2 r a M 4 1 0 2 y u J l 4 1 0 2 v o N 5 1 0 2 r a M 5 1 0 2 y u J l 5 1 0 2 v o N 6 1 0 2 r a M 6 1 0 2 y u J l 6 1 0 2 v o N 7 1 0 2 r a M 7 1 0 2 y u J l 7 1 0 2 v o N 8 1 0 2 r a M 8 1 0 2 y u J l 8 1 0 2 v o N 9 1 0 2 r a M MenuZ Energy Annual Report 2019What makes us Z 6262 Explanation of remuneration policy and items in scenario charts The CEO target bonus amount for Z meeting expectations for both company and individual performance is 50 percent of base salary. Short Term Incentive Scheme at Z e Extraordinary c n a m r o f r e p y n a p m o C Exceeds expectations Meets expectations Below expectations Unacceptable Individual performance Unacceptable Below expectations Meets expectations Exceeds expectations Extraordinary 0 0 0 0 0 0 0 0 0 0 2 1.5 1 0.5 0 2.5 2 1.5 0.75 0 3 2.5 2 1 0 The numbers in the table above indicate the multiplier applied to an employee’s bonus depending on company and individual performance. Performance evaluation descriptors are as follows. • Below expectations: performance usually of a satisfactory standard but with inconsistencies in delivery, or performance falls short of standards in a key area • Meets expectations: consistently meets performance objectives in all key areas and is of an acceptable standard for all others • Exceeds expectations: exceeds expectations in most areas and delivers effectively against  all objectives; performance is consistently strong • Exceptional: exceeds expectations in all key areas and has produced exceptional delivery against highly challenging objectives MenuZ Energy Annual Report 2019What makes us Z Required disclosures Directors’ fees Corporate governance 6363 As a result of feedback and Board reflection, we have chosen not to participate in the Ernst & Young Directors REM survey in 2019. In the course of the FY20 year, we will consider and take advice on alternative options for assessing director fees. Z’s Directors will not be seeking a fee increase in FY20. • Pay gap: CEO fixed remuneration ratio to Z permanent employee median fixed remuneration is 8.1:1 (excludes STI and LTI) • Explanation of key elements of TSR methodology: as explained above • Any information that has been omitted: no material information is omitted • Any benefits not included: variances in pay based on annual leave paid out, based on 12 months’ prior earnings, and termination benefits for CFO and GM, Retail • Key terms of any CEO benefits: Z has agreed to pay Mike Bennetts’ reasonable accommodation and living expenses in Wellington, and reasonable travel expenses for national travel (particularly between Wellington and Auckland). Mike has agreed to non-solicitation commitments (applying to Z’s suppliers and employees) and a restraint of trade (restricting him from involvement in the downstream oil industry in New Zealand). Both of these generally apply for 12 months after the end of his employment as CEO. The restraint of trade does not apply if Mike is made redundant • Any amounts withheld/clawed back: none • Summary of any estimates used: none • Remuneration that uses related parties: none Once again, Z has created a stand-alone document for its Corporate Governance Statement, which is linked to this report. Our Corporate Governance Statement demonstrates Z’s compliance with the NZX Corporate Governance Code. Z considers that we materially complied with the NZX Corporate Governance Code during the reporting period. MenuZ Energy Annual Report 2019What makes us Z 6464 Taking it all in The results A closer look at our financial results MenuMenuZ Energy Annual Report 2019The resultsZ Energy Annual Report 2019 Statement of comprehensive income for the year ended 31 March 2019 Revenue Expenses Purchases of crude, product and electricity Excise, carbon and other taxes Primary distribution Operating Share of loss/(earnings) of associate companies (net of tax) Depreciation and amortisation Net financing expense Fair value movements in interest rate derivatives (Gain) on sale of property, plant and equipment Increase in decommissioning and restoration provision Total expenses Net profit before taxation Taxation expense Net profit for the year Net profit attributable to the owners of the company Net loss attributable to non-controlling interest Other comprehensive income Items that will not be reclassified to profit or loss Valuation adjustment of land and buildings Revaluation of investments Disposal of revalued assets Decommissioning and restoration provision increase Total items that will not be reclassifiied to profit or loss Items that are or may be reclassified subsequently to profit or loss Cash flow hedge and cost of hedging Other comprehensive (loss)/income net of tax Total comprehensive income for the year Total comprehensive income attributable to owners of the company Total comprehensive (loss) attributable to non-controlling interest Basic and diluted earnings per share (cents) The accompanying notes form part of these financial statements. Notes 6 7 11, 12 8 9 65 2018 $m 4,570 2,579 1,011 56 397 (1) 102 52 9 (4) 3 4,204 366 103 263 263 – 20 (4) – – 16 (2) 14 277 277 – 66 2019 $m 5,450 3,450 1,091 48 413 1 122 51 4 – 18 5,198 252 66 186 188 (2) 13 (9) (1) (4) (1) (3) (4) 182 184 (2) 47 MenuThe resultsZ Energy Annual Report 2019 Statement of changes in equity for the year ended 31 March 2019 The accompanying notes form part of these financial statements. Balance at 1 April 2017 Net profit for the year Other comprehensive income Disposal of revalued assets Total comprehensive income for the year Transactions with owners recorded directly in equity: Own shares acquired Share-based payment Dividends to equity holders Supplementary dividends to equity holders Tax credit on supplementary dividends Total transactions with owners recorded directly in equity Balance at 31 March 2018 Balance at 1 April 2018 Net profit/(loss) for the year Other comprehensive income Revaluation of investment Disposal of revalued assets D&R tank provision increases Revaluation of assets Total comprehensive income for the year Transactions with owners recorded directly in equity: Own shares acquired Flick non-controlling interest Dividends to equity holders Supplementary dividends to equity holders Tax credit on supplementary dividends Total transactions with owners recorded directly in equity Capital $m 430 – – – – – (1) – – – (1) 429 429 – – – – – – – – – – – – – Balance at 31 March 2019 429 Retained earnings $m Investment revaluation reserve $m Employee share reserve $m Hedging reserve $m Asset revaluation reserve $m Non- controlling interest $m Total equity $m 66 40 263 – 5 268 2 – (122) (12) 12 (120) 188 188 188 (1) 9 1 4 (13) 188 – – (138) (14) 14 (138) 238 – – (4) – (4) – – – – – – (4) (4) – – (9) – – – (9) – – – – – – (13) (3) – – – – (2) 1 – – – (1) (4) (4) – – – – – – – (1) – – – – (1) (5) – – (2) - (2) – – – – – – (2) (2) – (3) – – – – (3) – – – – – – 235 – 20 (5) 15 – – – – – – 250 250 – – – (1) (4) 13 8 – – – – – – (5) 258 – – – – – – – – – – – – – (2) – – – – – 702 263 14 – 277 – – (122) (12) 12 (122) 857 857 186 (4) – – – – (2) 182 – 20 – – – 20 18 (1) 20 (138) (14) 14 (119) 920 MenuThe resultsZ Energy Annual Report 2019 Notes 2019 $m 2018 $m Notes 2019 $m 2018 $m 67 Statement of financial position at 31 March 2019 Shareholders’ equity Equity attributable to owners of the company Non-controlling interest 5 Total equity Represented by: Current assets Cash and cash equivalents Accounts receivable and prepayments Inventories Derivative financial instruments Assets held for sale Total current assets Non-current assets Property, plant and equipment Goodwill Intangible assets Investments Derivative financial instruments Other non-current assets Total non-current assets Total assets 10 18 11 11 12 12 14 18 Approved on behalf of the board on 1 May 2019 Current liabilities Accounts payable, accruals and other liabilities Income tax payable Provisions Short-term borrowings Derivative financial instruments Total current liabilities Non-current liabilities Other liabilities Provisions Derivative financial instruments 857 - 857 72 337 642 4 9 902 18 920 111 499 578 9 27 1,224 1,064 Deferred tax Long-term borrowing Total non-current liabilities Total liabilities Net assets 830 193 475 105 17 3 1,623 2,847 870 158 592 113 5 3 1,741 2,805 16 17 18 16 18 9 17 677 19 23 135 13 867 20 68 26 143 803 1,060 1,927 920 696 61 26 150 17 950 16 47 33 156 746 998 1,948 857 The accompanying notes form part of these financial statements. Peter Ward Griffiths Chair Andrew Mark Cross Chair, Audit and Risk Committee MenuThe resultsZ Energy Annual Report 2019 Statement of cash flows for the year ended 31 March 2019 The accompanying notes form part of these financial statements. Cash flows from operating activities Receipts from customers Dividends received Interest received Payments to suppliers and employees Excise, carbon and other taxes paid Interest paid Taxation paid Net cash inflow from operating activities Cash flows from investing activities Proceeds from sale of property, plant and equipment Purchase of intangible assets Purchase of investments Purchase of property, plant and equipment Net cash (outflow) from investing activities Cash flows from financing activities Net proceeds/(repayment) from bank facility Issue of bonds and USPP notes Purchase of shares Dividends paid to owners of the company Repayment of bonds Net cash (outflow) from financing activities Net increase in cash Cash balances at beginning of year Cash at end of year 68 Notes 2019 $m 2018 $m 5,431 4 53 (4,075) (930) (101) (113) 269 19 (37) (30) (35) (83) 31 125 (1) (152) (150) (147) 39 72 111 4,524 12 2 (3,150) (888) (46) (59) 395 19 (18) (1) (68) (68) (504) 376 (2) (134) – (264) 63 9 72 17 17 21 20 17 MenuThe resultsZ Energy Annual Report 2019 Statement of cash flows for the year ended 31 March 2019 (continued) Reconciliation of net profit for the year to cash flows from operating activities Net profit for the year Adjustments to reconcile profit to net cash inflow from operating activities Depreciation and amortisation Share of loss/(earnings) of associate companies (net of tax) Fair value of derivatives Dividends received Change in ETS units Other Changes in assets and liabilities, net of non-cash, investing and financing activities Change in accounts receivable and prepayments Change in inventories Change in accounts payable, accruals and other liabilities Change in taxation Net cash flow from operating activities 69 2018 $m 263 102 (1) 9 - (45) 4 (61) (178) 265 37 395 2019 $m 186 122 1 4 4 120 (9) (162) 64 (19) (42) 269 The accompanying notes form part of these financial statements. MenuThe resultsZ Energy Annual Report 2019 70 Basis of consolidation Consistent accounting policies are employed in preparing and presenting the Group financial statements. Intra-group balances and any unrealised income or expenses arising from intra-group transactions are eliminated in preparing the Group financial statements. Notes to the financial statements for the year ended 31 March 2019 1. Basis of accounting Reporting entity Z Energy Limited is a profit-oriented company registered in New Zealand under the Companies Act 1993 and an FMC Reporting Entity for the purposes of the Financial Markets Conduct Act 2013. Z Energy Limited is listed and its ordinary shares quoted on the NZX main board equity security market (‘NZX Main Board’) and on the Australian Stock Exchange (‘ASX’) and has bonds quoted on the NZX debt market. The financial statements presented are those of Z Energy Limited (the Company, Parent) together with its subsidiaries, interests in associates and jointly controlled operations (‘Z’ or ‘the Group’). Basis of preparation These financial statements have been prepared in accordance with generally accepted accounting practice in New Zealand (‘NZ GAAP’) and part 7 of the Financial Markets Conduct Act 2013. They comply with the New Zealand equivalents to International Financial Reporting Standards (‘NZ IFRS’) as appropriate for profit-oriented entities, and with International Financial Reporting Standards (‘IFRS’). Z has reported as a Tier 1 entity under the External Reporting Board (‘XRB’) Accounting Standards Framework, as a listed entity. The measurement basis adopted in the preparation of these financial statements is historical cost, modified by the revaluation of certain assets, investments and financial instruments as identified in the accompanying notes. The functional and reporting currency used to prepare the financial statements is New Zealand dollars, rounded to the nearest million ($m), unless otherwise stated. The financial statements have been prepared on a GST-exclusive basis except billed receivables  and payables which include GST. MenuThe resultsZ Energy Annual Report 2019 2. Changes in accounting policies The accounting policies have been applied consistently to all years presented in these Group financial statements. NZ IFRS 15 Revenue from Contracts with Customers, which has been adopted from 1 April 2018, has no financial impact on the financial statements. Adoption status of relevant new financial reporting standards and interpretations The Group has chosen not to early adopt NZ IFRS 16 Leases (effective for annual periods beginning on or after 1 January 2019). NZ IFRS 16 introduces a single lessee accounting model and requires a lessee to recognise material assets and liabilities for all leases with a term of more than 12 months. Accounting by lessors is unchanged under NZ IFRS 16. When adopted, NZ IFRS 16 will impact the Group’s financial statements. Based on leases held at 31 March 2019 it is estimated to increase property, plant and equipment by $278m, sublease receivables by $12m, liabilities by $289m and a one-off equity adjustment of $1m. In addition, adoption will increase interest expense by $13m, depreciation expense by $18m, while operating expenses will reduce by $26m, with a net profit reduction of $5m. 71 3. Critical accounting estimates and judgements The preparation of financial statements requires management to make the following judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Provisions (note 16) Liabilities are estimated for decommissioning and restoration (‘D&R)’ of certain sites of operation. The D&R rates per tank have been increased following a triennial independent valuation review. Measurement of fair value (notes 11, 14 and 18) Some of the Group’s accounting policies and disclosures require the measurement of fair values. Land and land improvements are now adjusted based on a land inflation index marker, see note 11. Goodwill (note 12) Goodwill is an indefinite-life intangible asset and is tested annually for impairment by estimating the future cash flows that the Group is expected to generate. Estimating future cash flows requires key judgements including expected fuel volume growth or decline, expected future margins, and the discount rate for valuing future cash flows. Business combinations (note 5) The recognition of business combinations requires the Group to make judgements and estimates in relation to the fair value allocation of the purchase price and goodwill. MenuThe resultsZ Energy Annual Report 2019 72 4. Replacement cost reconciliation Replacement cost (‘RC’) is a non-GAAP measure used by the downstream fuel industry to report earnings. RC removes the impact of changes in crude oil and refined product prices on the value of inventory held by Z. Z manages the Group’s performance based on RC. The difference between HC earnings and RC earnings is a cost of sales adjustment (‘COSA’), foreign exchange and commodity gains and losses and the associated tax impact. Income statement on RC basis Revenue Expenses Purchases of crude, product and electricity Excise, carbon and other taxes Primary distribution Operating Total expenses RC operating EBITDAF* Share of (loss)/earnings of associate companies (net of tax) RC EBITDAF Below RC EBITDAF expenses Depreciation and amortisation Net financing expense Fair value movements in interest rate derivatives (Gain) on sale of property, plant and equipment Increase in decommissioning and restoration provision Total below RC EBITDAF expenses RC net profit before taxation Taxation expense RC net profit for the year 2019 $m 5,450 2018 $m 4,570 3,471 1,091 48 405 5,015 435 (1) 434 122 51 4 – 18 195 239 61 178 2,657 1,011 56 398 4,122 448 1 449 102 52 9 (4) 3 162 287 82 205 Reconciliation from statutory net profit after tax to RC net profit after tax Statutory net profit after tax COSA * Earnings, before interest, taxation, depreciation (including gains and (losses) on sale of fixed assets), amortisation, impairment, fair value movements in interest-rate derivatives and movements in decommissioning and restoration provision (‘EBITDAF’) Net foreign exchange and commodity losses/(gains) on fuel purchases Tax benefit on COSA Replacement cost net profit after tax 2019 $m 2018 $m 186 (21) 8 5 178 263 (78) (1) 21 205 MenuThe resultsZ Energy Annual Report 2019 5. Business combinations On 1 September 2018, Z acquired 70% of the share capital and control of Flick Energy Limited (‘Flick’). Flick is a retail electricity supplier that enables customers access to the spot price of electricity. The acquisition allows Z and Flick to maximise the innovation potential of the energy sector as it transitions to a lower carbon future. Z acquired a 22% shareholding through Flick issuing new securities for $16m, 48% from existing shareholders for $30m and 0.1% from buying out the Flick Employee Share Ownership Plan (‘ESOP’) for $1m, post provisional accounting at 30 September 2018. Z has elected to measure non-controlling interest (‘NCI’) at fair value upon acquisition, which means goodwill recognised includes a portion attributable to ordinary NCI. Cash paid for 70% investment Gross up for 100% investment (recognised in NCI) Implied equity value $m 47 20 67 Acquisition related expenses of less than $1m are included in operating expenses in the Statement of comprehensive income. Z acquired $20m of cash in the opening Flick balance sheet. The Group’s net cash outflow for the investment of $27m has been included in investing cash flows in the Statement of cash flows. In addition to the initial investment Z has a combination of put and call options which could enable Z to acquire the NCI by 2025. 73 The assets and liabilities recognised as a result of the acquisition are shown below: Finalised fair value allocation $m Provisional fair value $m Assets Cash Intangible assets Total assets Liabilities Trade payables Deferred tax Provisions Total liabilities Net identifiable assets acquired Assets to be identified (including goodwill) Goodwill Net assets acquired 20 21 41 1 6 2 9 32 – 35 67 18 2 20 1 – 2 3 17 49 – 66 Z consolidates 100% of Flick’s results and presents the portion of profit/(loss) and other comprehensive income attributable to non-controlling interest. The impact on the Statement of comprehensive income for the year ended 31 March 2019 is a decrease to net profit after tax of $9m ($28m of revenue and $37m of expenses). If the acquisition had been at the start of the reporting period, it is estimated Z would have recorded $21m of additional revenue, bringing the combined revenue to $5,471m. It is estimated Z would have recorded $5m of additional losses, bringing the consolidated net profit to $181m (total NCI portion $21m loss). MenuThe resultsZ Energy Annual Report 2019 74 6. Revenue Revenue from major business activities — fuel and convenience retail Revenue comprises of the fair value consideration received or receivable for the sale of fuel, convenience retail or other, which contains electricity income, in the ordinary course of the Group’s activities. The Group’s performance obligations are typically satisfied when the Group has supplied the product to the customer, the customer has accepted the product and the collectability of the related receivable is reasonably assured. Fuel invoices are raised following delivery and settled in accordance with agreed payment terms. Some international customers are required to pay prior to delivery. Transaction price is based on agreed contract rates and delivered volumes and is allocated on delivery. Convenience revenue is recognised at the time of sale. Transaction price is based on the ticketed or contract price. Fuel Convenience retail Other Total revenue 7. Audit fees Included in operating expenses are fees paid to the auditors: Audit and review of financial statements Audit of covenants and trustee reporting Agreed upon procedures licence fee return Cost of sales adjustment review Total audit and audit-related fees 2019 $m 2018 $m 5,342 4,487 63 45 60 23 5,450 4,570 2019 $ 2018 $ 297,000 356,000 12,000 6,000 10,000 12,000 6,000 10,000 325,000 384,000 MenuThe resultsZ Energy Annual Report 2019 75 8. Net financing expenses Financing income Interest income from derivatives Interest income from cash Total financing income Financing expense Interest expense on bonds Interest expense on derivatives Interest expense on secured bank facilities Interest expense on USPP notes Financing fees Other finance expense Total financing expense Net financing expense 2019 $m 2018 $m 50 2 52 25 51 4 16 3 4 103 51 15 1 16 29 14 13 4 3 5 68 52 MenuThe resultsZ Energy Annual Report 2019 9. Taxation Taxation expense or benefit is determined as follows: 2019 $m 2018 $m 76 Net profit before taxation Less share of loss/(earnings) of associate companies (net of tax) Net profit before taxation excluding share of earnings from associates Taxation expense on profit for the year at the corporate income tax rate of 28% (2018: 28%) Taxation adjustments: Non-deductible expenditure Over-provision in prior periods Taxation expense Comprising: Current taxation Deferred taxation Taxation expense 252 1 253 71 – (5) 66 84 (18) 66 366 (1) 365 102 4 (3) 103 109 (6) 103 MenuThe resultsZ Energy Annual Report 2019 9. Taxation (continued) Deferred tax Deferred tax assets and liabilities are presented as a net deferred tax asset/(liability) in the Statement of financial position. The movement in deferred tax assets and liabilities is provided below: Property, plant and equipment $m Intangible assets $m Employee benefits $m Finance lease $m Other provisions $m Derivative financial instruments $m Other items $m Balance at 1 April 2017 (60) (123) Recognised in the Statement of comprehensive income Recognised in other comprehensive income Over-provision in prior periods in the Statement of comprehensive income Balance at 31 March 2018 Balance at 1 April 2018 Recognised in the Statement of comprehensive income Over-provision in prior periods in the Statement of comprehensive income Acquired in business combinations Balance at 31 March 2019 (1) 9 (2) (54) (54) 14 (1) – (41) 7 – – (116) (116) 6 – (5) (115) Deferred tax expected to be settled within 12 months Deferred tax expected to be settled after 12 months Deferred tax 1 (1) – 1 1 1 (1) – – – 4 – – – 4 4 – – – 4 2019 $m 2018 $m (1) (142) (143) (10) (146) (156) Imputation credits available for use in subsequent reporting periods are $115m (2018: $40m). 2 (1) – 1 2 2 – – – 2 3 1 – – 4 4 2 – – 6 3 1 – (1) 3 3 (2) – – 1 77 Total $m (170) 6 9 (1) (156) (156) 19 (1) (5) (143) MenuThe resultsZ Energy Annual Report 2019 78 10. Inventories Inventory is stated at the lower of cost or net realisable value. The cost of inventories is based on the first-in-first-out principle. Net realisable value is the estimated selling price in the ordinary course of business less applicable variable selling expenses. 11. Property, plant and equipment Property, plant and equipment (‘PPE’) is measured at fair value based on periodic valuations, less accumulated depreciation and any impairment after the date of revaluation. Z to assess the underlying assumptions for each asset class to determine whether any revaluation is required. Additions to PPE after the most recent valuation are recorded at cost. An independent revaluation of all Land and Buildings (including Terminal Plant) is undertaken by an independent valuer every five years using a level 3 fair value movement in line with the fair value hierarchy. In the years between independent valuations, the carrying value of Land is adjusted annually by a land inflation index provided by an independent valuer based on recent sales as considered by the Directors, as underlying Land values are considered the significant determinant of fair value changes for Z. An assessment of other PPE fair values is also performed annually by The last independent revaluation was recorded at 31 March 2017, with the next revaluation scheduled for 31 March 2022. Depreciation is provided on a straight-line basis. The major depreciation periods (in years) are: Buildings Plant and machinery Land improvements Terminal plant 9 – 35 2 – 35 14 – 35 5 – 35 MenuThe resultsZ Energy Annual Report 2019 11. Property, plant and equipment (continued) Year ended 31 March 2019 Cost/valuation Balance at beginning of year Additions Disposals Transfers between asset classes Transfers to software in progress Offset of accumulated depreciation on revaluation Reclassification to assets held for sale Valuation adjustment Balance at end of year Construction in progress $m Buildings $m Land and improvements $m Plant and machinery $m Terminal plant $m 2019 Total $m 2018 Total $m 79 33 47 – (55) – – – – 25 – – – – – 33 25 118 – (4) 8 – – – – 122 (13) (9) – – (22) 105 100 324 – (4) 5 – – (27) 13 311 (7) (3) – – (10) 317 301 369 – (6) 30 – – – – 183 – – 12 – – – – 1,027 47 (14) – – – (27) 13 1,012 61 (21) – (20) (11) (9) 15 393 195 1,046 1,027 (126) (41) 6 – (11) (12) – – (157) (65) 6 – (112) (62) 6 11 (161) (23) (216) (157) 243 232 172 172 – 830 870 – Accumulated depreciation and impairment Balance at beginning of year Depreciation Disposals Offset of accumulated depreciation on revaluation Balance at end of year Carrying amounts At 1 April 2018 At 31 March 2019 Included in land ($3m), buildings ($23m) and plant and machinery ($1m) are assets held under finance leases (2018: land $3m, buildings $22m and plant and machinery $1m). MenuThe resultsZ Energy Annual Report 2019 11. Property, plant and equipment (continued) For each revalued class, the carrying amount that would have been recognised had the assets been carried on a historical cost basis are: buildings $50m (2018: $56m); land and improvements $138m (2018: $172m); terminals $143m (2018: $142m); plant and machinery $201m (2018: $209m). The following table shows the valuation technique used in measuring the fair value of PPE, as well as the significant unobservable inputs used. Asset class Valuation techniques during full revaluation Significant unobservable inputs Throughput rental rate (cents/litre) 1.15–2.35 (Retail) Throughput rental rate (cents/litre) 1.00 (Truck stop) Shop rental $125–$450 per square metre Capitalisation rate 5%–10% Land and Buildings Terminal plant, and plant and machinery Direct capitalisation approach based on a sustainable market rental is capitalised at an appropriate rate of return or yield derived from comparable asset sales. The market rental is built up from: – fuel throughput margin – estimated shop rental (for non-fuel sales) The value ascribed to the land is allocated using a value estimated based on recent comparable land sales with the residual value being allocated to buildings. Depreciated replacement cost approach is based on the gross current replacement cost, reduced by factors providing for age, physical depreciation, and technical and functional obsolescence considering an asset’s total estimated useful life and anticipated residual value (if any). Finance Leases (Buildings) Net present value of contracted rental cash flow at lease commencement over the remaining term of the lease. Discount rate 6.5%. Rental payments are sourced from lease agreements. 80 Inter-relationship between key unobservable inputs and fair value measurement The estimated fair value would increase (decrease) if: – throughput margins were higher (lower); – shop rental rates were higher (lower); – capitalisation rates were lower (higher). Valuation adjustments between full revaluation Land and land improvements are adjusted based on a land inflation index marker. Land and buildings are assessed for impairment annually. Cost estimates sourced from contracting machinery suppliers and cost analysis of recent projects. The estimated fair value would increase (decrease) if: – cost was higher (lower); – remaining useful life was Assessed for impairment. higher (lower); – technical and functional obsolescence was lower (higher). The estimated fair value would increase (decrease) if: – Discount rate was lower (higher); – Net rental of the lease was higher (lower); – Remaining term of the lease was longer (shorter). Assessed for impairment. Highest and best use Z holds properties where the current market value in use is lower than the highest and best alternative use. However, Z holds these properties as part of its strategic network and, therefore, does not currently intend to change the use of these assets. The assets are recorded at their highest and best alternative use valuation. Assets held for sale During the year, Z has committed to a plan to sell two retail sites. One site settled on 4 April 2019 and the other site is expected to settle in September 2019. The sites were classified as PPE with a carrying value of $27m (land $26m and buildings $1m). $1m is held in the revaluation reserve for the sites held for sale. Fair value is $27m. MenuThe resultsZ Energy Annual Report 2019 12. Intangible assets 81 Goodwill Goodwill is the excess of purchase consideration and net identifiable assets acquired. Goodwill is not amortised, but it is tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired, by estimating future cashflow considering expected fuel volumes, margin and discount rates. Goodwill comprises of $158m established on acquisition of Chevron New Zealand (Chevron) and $35m established on acquisition of Flick. Chevron acquisition goodwill The recoverable amount of the cash generating unit (‘CGU’) containing the goodwill has been calculated based on the present value of future cash flows expected to be derived from the CGU (value in use). The assumptions used included a Z Board approved 20-year Discounted Cash Flow (‘DCF’) with a post-tax discount rate of 9% and a terminal value growth rate of -2%. A 20-year DCF has been used instead of a 5-year DCF due to the industry life-cycle. The recoverable amount of the CGU was estimated to be higher than its carrying amount and no impairment was required. Management considers that no reasonably possible change in assumptions would cause the carrying amount to exceed the recoverable amount. Flick acquisition goodwill Goodwill was tested both as part of Z’s annual impairment testing and due to indicators of impairment occurring during the financial year. The indicator of impairment was a decline in Flick’s financial performance against the annual plan due to lower than expected customer growth and higher than expected customer churn as a result of an extended period of high wholesale electricity spot prices. As a result, Z has calculated the recoverable amount of the CGU containing the Goodwill on the present value of future cash flows expected to be derived from the CGU (value in use). These assumptions are based on a Flick Board approved 10-year DCF adjusted for customer growth rate assumptions with a post-tax discount rate of 15% and a terminal growth rate of 2%. The key assumptions are based off both experience and future expectations of the CGU’s performance. A 10-year DCF has been used instead of a 5-year DCF given Flick’s start up nature and strong customer acquisition targets. The value in use is most sensitive to changes in customer numbers, a 6% reduction in customer numbers would result in the elimination of the $8m excess of recoverable amount over the carrying amount and a 36% reduction in customer numbers would result in the write off of $35m of Goodwill. Brands Brands were acquired as part of the Chevron acquisition and are amortised over 6 years on a straight-line basis. Contracts and customers acquired Contracts acquired include customer contracts, supply agreements and leases acquired as part of the Chevron acquisition and Flick customers as part of the Flick acquisition. These contracts are amortised over 3 to 21 years on a straight- line basis. Emissions trading scheme Units acquired are carried at cost less any accumulated impairment as they are held for settlement of emissions obligations. Refer to note 13 for number of units held. Other intangibles Other intangibles include software, franchise rights, domain name, and occupation rights. Acquired computer software licences are capitalised based on the costs incurred to acquire and bring to use the specific software. These costs are amortised over 3 years on a straight-line basis. Intangible assets with indefinite lives and intangible assets not yet available for use are tested for impairment annually and whenever there is an indication that the asset may be impaired. MenuThe resultsZ Energy Annual Report 2019 12. Intangible assets (continued) 82 Year ended 31 March 2019 Balance at beginning of year Additions Transfers from PPE in progress Transfers between asset classes Utilised Leased Amortisation Balance at end of year Cost Accumulated amortisation Balance at end of year Software in progress $m Goodwill $m 15 37 – (15) – – – 37 37 – 37 158 35 – – – – – 193 193 – 193 Brands $m 26 – – – – – (6) 20 37 (17) 20 Contracts acquired $m Emissions units $m Other $m 2019 Total $m 2018 Total $m 384 19 – – – – (23) 380 445 (65) 380 128 85 – – (90) (115) – 8 8 – 8 39 4 – 15 – – (28) 30 119 (89) 30 750 180 – – (90) (115) (57) 668 839 (171) 668 693 133 20 – (56) – (40) 750 864 (114) 750 MenuThe resultsZ Energy Annual Report 2019 13. Emissions trading scheme The Group is required to deliver emission units to a government agency to be able to sell products that emit pollutants. A provision is recognised in the Statement of financial position and is measured at the average cost of units acquired to satisfy the emissions obligation. 83 Stock of units Balance at beginning of year Units acquired and receivable Units leased Units utilised Balance at end of year Obligation Obligation payable at 31 March 2019 Units millions 2018 Units millions 7 3 (5) (5) – 6 5 – (4) 7 2019 Units millions 8 2018 Units millions 7 The Emissions Trading Scheme obligation of $209m (2018: $125m) is included within accounts payable, accruals and other liabilities. During the year Z entered into a contract to lease its Emissions Trading Scheme units to reduce its working capital funding cost. The units will be returned in May 2019 prior to Z’s obligation falling due. 14. Investments Investment in Refining NZ (fair value hierarchy level 1) Investment in associates Total investments 2019 $m 2018 $m 101 4 105 110 3 113 The Group’s investment in Refining NZ is recognised at the NZX-listed share price at 31 March 2019. During the year Z acquired 37% of Drylandcarbon One Limited Partnership. MenuThe resultsZ Energy Annual Report 2019 84 15. Investment in joint operations The Group has participating interests in five unincorporated jointly controlled operations relating to the storage and distribution of petroleum products. The revenues and expenses are allocated in the financial statements of a proportionate share on a performance/usage basis rather than the share of the joint arrangement. The Group has rights to the assets and obligations for the liabilities relating to the jointly controlled operations. At 31 March 2019, there were no contingent liabilities for the jointly controlled operations (2018: nil). The value of assets in these interests is $14m (2018: $12m). Joint User Hydrant Installation Principal activity Fuel storage Joint Interplane Fuelling Services Fuel distribution Jointly Owned Storage Facility Fuel storage Joint Ramp Service Operations Agreement Fuel distribution Wiri to Auckland Airport Pipeline Fuel distribution 2019 Holding 2018 Holding 33% 50% 50% 50% 40% 33% 50% 50% 50% 40% MenuThe resultsZ Energy Annual Report 2019 85 16. Provisions Decommissioning and restoration costs are recognised at the estimated future cost. The estimated future cost is calculated using amounts discounted over the estimated useful economic life of the assets. The discount rate applied is a risk-free rate. Decommissioning and restoration costs expected to be settled within one year are classified as current liabilities. Decommissioning and restoration costs expected to be settled between 1 and 30 years are classified as non-current. Estimated remediation costs of sites are recognised on an accrual basis at the time there is a formal plan or obligation, legal or constructive, in place. The remediation costs are expected to be settled between 1 and 30 years, depending on the location. Other provisions include people-related costs, business development funds, onerous leases, customs and duties, and general business provisions. For the year ended 31 March 2019 Balance at beginning of year Created Utilised Released Unwind of discount Balance at end of year Current Non-current Balance at end of year Decommissioning, restoration and remediation $m Other $m Total $m 62 13 (2) (2) 12 83 15 68 83 11 5 (6) (2) – 8 8 – 8 73 18 (8) (4) 12 91 23 68 91 MenuThe resultsZ Energy Annual Report 2019 86 17. Borrowings Banking facilities Interest rates are determined by reference to prevailing money market rates at the time of draw-down, plus a margin. Interest rates paid during the year ranged from 2.8% to 3.2% (2018: 2.8% to 3.3 %). Secured bank facilities 530 530 2019 $m 2018 $m Facilities drawn down Balance at end of year Current Non-current Balance at end of year 68 68 – 68 68 37 37 – 37 37 The facilities comprise a $180m revolving term debt facility drawn to $68m plus a $350m working capital facility drawn to nil, both maturing in December 2021. Financing arrangements The Group’s debt includes bank facilities, bonds and US Private Placement (‘USPP’) notes secured against certain assets of the Group. The facilities require Z to maintain certain levels of shareholder funds and securities and operate within defined performance and gearing ratios. The arrangements also include restrictions over the sale or disposal of certain assets without bank agreement. The Group has complied with all debt covenant requirements imposed by lenders. Bank facilities and bonds are recorded initially at fair value, net of transaction costs. After initial recognition, bank facilities and bonds are measured at amortised cost. Any difference between the initial recognised amount and the redemption value is recognised in the Statement of comprehensive income over the period of the borrowing. USPP notes are recorded initially at fair value, net of transaction costs and are revalued monthly for spot risk. Bank facilities’, bonds’ and USPP notes’ issue expenses, fees and other costs incurred in arranging finance are capitalised and amortised over the term of the relevant debt instrument or debt facility, using the effective interest- rate method. MenuThe resultsZ Energy Annual Report 2019 87 17. Borrowings (continued) Bonds Balance at beginning of year New bonds issued Issuance costs Bonds repaid Amortisation Balance at end of year carrying value Current Non-current Balance at end of year carrying value Fair value of bonds USPP notes Balance at beginning of year New USPP notes issued including issuance costs Movement in fair value hedge Movement in foreign-exchange revaluation Balance at end of year carrying value Current Non-current Balance at end of year carrying value Fair value of USPP notes 2019 $m 2018 $m 502 125 (1) (150) 1 477 135 342 477 510 501 – – – 1 502 150 352 502 539 2019 $m 2018 $m 357 – 12 24 393 – 393 393 452 – 376 (14) (5) 357 – 357 357 400 MenuThe resultsZ Energy Annual Report 2019 18. Financial risk management The Group has a Treasury Management Committee to review and set treasury strategy within policy guidelines and report on market risk positions and exposures. The Group has developed a comprehensive, enterprise-wide risk management framework that guides management and the board in identifying, assessing and monitoring new and existing risks. Management report to the Audit and Risk Committee and the Board on the relevant risks and the controls and treatments for those risks. 88 Summary of the Group’s exposure to financial risk and the management of those The Group has exposure to the following risks: Financial risk Exposure Product Management of risk Market risk Foreign exchange risk Movement in foreign exchange rates Bills Libor (Basis swap) Quarterly resetting notional (based on the actual FX spot rate of the NZD/USD) on the 8, 10 and 12-year basis swaps offset with the 1-year basis swap, reviewed annually for renewal. Forward exchange contract Reduce price fluctuations risk of foreign currency commitments, mainly associated with purchasing hydrocarbons. Cross currency interest rate swaps (CCIRS) Hedge variability risk in cash flows arising from price fluctuations of foreign currency of the USD USPP notes. To mitigate profit or loss volatility, the CCIRS is designated into a fair value hedge and cash flow hedge relationship. Sensitivity to FX Foreign-currency – At 31 March 2019, if the New Zealand dollar had strengthened/weakened by 10% against the currencies with which the Group has foreign-currency risk (with all other variables held constant), after-tax profit would change by $1m higher/$3m lower (2018: $5m higher/$13m lower) and the change in other comprehensive income for the year would be $5m higher/lower(2018: $5m). Interest rate risk Movement in interest rates Interest rate swaps (IRS) Minimise the cost of debt (interest) and manage the volatility to the Cross currency interest rate swaps Groups earnings. The CCIRS is designated into a fair value hedge and cash flow hedge relationship to mitigate profit or loss volatility. Bills Libor (Basis swap) Reduce exposure on the basis cost of the CCIRS. Sensitivity to interest rate At 31 March 2019, if bank interest rates at that date had been 100 basis points higher/lower (with all other variables held constant), after-tax profit would change by $8m higher/$5m lower (2018: $12m higher/$15m lower) and the change in other comprehensive income for the year would be $1m higher/lower (2018: $3m). Commodity price and timing risk Changes in crude and product prices Liquidity risk Commodity swaps Match commodity purchase and sales. Credit risk Risk that the Group will not be able to meet its financial obligations as they fall due Risk of loss to the Group due to customer or counterparty default Risk of derivative counterparties and cash deposits being lost Active management of cash flow, access to committed funds and lines of credit and the maturity profile of its financial obligations. Limited exposure due to credit checks carried out on new customers, credit terms and standard payment terms. Less than 1% of the Group’s receivables are overdue (2018: 2%). Bank facilities are maintained with A+ or above rated financial institutions, with a syndicate of four bank counterparties to ensure diversification. MenuThe resultsZ Energy Annual Report 2019 18. Financial risk management (continued) The CCIRS is classified as level 2 in fair value hierarchy and is hedge accounted. All other products are level 2 and accounted for as fair value through the Statement of comprehensive income. The fair value of the CCIRS and IRS’s excludes accrued interest. All other derivatives do not contain interest components. 89 Recognition and measurement of derivatives Derivative financial instruments are recognised initially at fair value at the date they are entered into (trade date). After initial recognition, derivative financial instruments are stated at fair value at each Statement of financial position date. The resulting gain or loss is recognised in the Statement of comprehensive income immediately, unless the instruments are designated in an effective hedge accounting relationship. Liquidity risk The following tables analyse the Group’s financial liabilities into relevant maturity groupings based on the earliest possible contractual maturity date at year end. The amounts in the tables are contractual undiscounted cash flows, which include interest through to maturity. At 31 March 2019 Non-derivative financial liabilities Accounts payable Finance leases Long-term loan Bonds USPP notes Non-derivative financial liabilities Derivative financial instruments IRS Commodity hedges CCIRS Basis swap Derivative financial instruments 6 months or less $m 6 to 12 months $m 1 to 2 years $m 2 to 5 years $m 5+ years $m Contractual cash flows $m Statement of financial position $m 272 1 1 11 8 293 (2) – – – (2) – 1 1 144 8 154 (2) – 1 12 11 – 2 2 14 16 34 (6) – 1 (1) (6) – 11 71 248 48 378 (14) – – – (14) – 15 1 128 461 605 (2) – 13 (2) 9 272 30 76 545 541 272 18 68 477 393 1,464 1,228 (26) – 15 9 (2) (25) (1) 13 – (13) MenuThe resultsZ Energy Annual Report 2019 18. Financial risk management (continued) At 31 March 2019 Non-derivative financial liabilities Accounts payable Finance leases Long-term loan Bonds USPP notes Non-derivative financial liabilities Derivative financial instruments IRS CCIRS Basis swap Derivative financial instruments 6 months or less $m 6 to 12 months $m 1 to 2 years $m 2 to 5 years $m 5+ years $m Contractual cash flows $m 90 Statement of financial position $m 585 1 1 164 7 758 1 (1) – – – 1 1 9 7 18 (2) (1) (5) (8) – 2 37 151 15 205 (3) (3) – (6) – 10 – 170 45 225 (6) (14) 6 (14) – 11 – 72 449 532 (7) (37) 25 (19) 585 25 39 566 523 585 16 37 502 357 1,738 1,497 (17) (56) 26 (47) (18) (22) (1) (41) MenuThe resultsZ Energy Annual Report 2019 91 18. Financial risk management (continued) Discussions on refinancing bank-debt facilities will normally begin at least 6 months before maturity with facility terms agreed at least 3 months before maturity. Interest rate risk analysis At 31 March 2019 Interest-rate exposure borrowing Cross-currency swaps Interest-rate swaps Net interest-rate exposure At 31 March 2018 Interest-rate exposure borrowing Cross-currency swaps Interest-rate swaps Net interest-rate exposure Less than 1 year $m 1 to 2 years $m 135 378 (130) 383 Less than 1 year $m 187 378 (120) 445 – – – – 1 to 2 years $m 135 – (135) – 2 to 5 years $m 288 – 75 363 2 to 5 years $m 150 – 75 225 5+ years $m 503 (378) 55 180 5+ years $m 448 (378) 180 250 Total Notional $m 926 – – 926 Total Notional $m 920 – – 920 Offsetting of financial instruments Z enters into derivative transactions under International Swaps Derivatives Association (ISDA) master agreements. The ISDA agreements do not meet the criteria for offsetting in the balance sheet for accounting purposes. This is because Z does not have any current legally enforceable right to offset recognised amounts. Under the ISDA agreements the right to offset is enforceable only on the occurrence of future events such as a default on the bank loans or other credit events. The potential net impact of this offsetting is disclosed in ‘Amount after applying rights of offset under ISDA agreements. Z does not hold and is not required to post collateral against its derivative positions. Derivative position 2019 $m Amount after applying rights of offset under ISDA agreements $m Derivative position 2018 $m Amount after applying rights of offset under ISDA agreements $m Derivative assets Derivative liabilities Derivative financial liabilities 26 39 13 – 13 13 9 50 41 – 41 41 MenuThe resultsZ Energy Annual Report 2019 18. Financial risk management (continued) Hedge accounting The nature and the effectiveness of the hedge accounting relationship will derive where the gains and losses on re-measurement are recognised. The CCIRS derivatives are designated as either: • Fair value hedges the derivative is used to manage the variability in the fair value of recognised liabilities, to hedge the interest- rate risk (the hedged risk) arising from the USD USPP notes (the hedged items). The following changes are recognised in profit or loss: – The change in fair value of the hedging instruments; – The change in fair value of the underlying hedged items attributable to the hedged risk. • Cash flow hedges derivatives are used to manage the variability in cash flows of highly probable forecast transactions, to hedge the variability in cash flows arising from interest rate and foreign currency exchange rate movements of the USD USPP notes (the hedged items). The following changes are recognised in profit or loss (interest costs): – any gain or loss in relation to the ineffective portion of the hedging instrument, – fair value changes in the hedging instrument previously accumulated in other comprehensive income, transfer to profit or loss when the underlying transactions are recognised in the Statement of comprehensive income. Once hedging is discontinued, the fair value adjustments to the carrying amount of the hedged item arising from the hedged risk is amortised through profit or loss from that date through to maturity of the hedged item. Once hedging is discontinued, any cumulative gain or loss previously recognised in other comprehensive income is recognised in profit or loss (interest costs) either: – at the same time as the forecast transaction, or – immediately if the transaction no longer expected to occur. 92 Hedge accounting is discontinued when the hedge instrument expires or is sold, terminated, exercised, or no longer qualifies for hedge accounting. Z designates the entire CCIRS to hedge its foreign-currency risk and interest rate risk and applies a hedge ratio of 1:1, except for the cross- currency basis elements of the CCIRS that are excluded from the designation and are separately accounted for as a cost of hedging. This cost is recognised in other comprehensive income in a cost of hedging reserve. The Group’s Treasury Policy is for the critical terms of the CCIRS contracts to align with the hedged item. Z determines the existence of an economic relationship between the hedging instrument and the hedged item based on the currency, amount and timing of the respective cash flows, reference interest rates, tenors, repricing dates, maturities and notional amounts. Z assesses whether the derivative designated in each hedging relationship is expected to be and has been effective in offsetting the changes in cash flows of the hedged item using the hypothetical derivative method. In these hedge relationships, the main source of ineffectiveness is the effect of the counterparty and Z’s own credit risk on the fair value of the CCIRS. MenuThe resultsZ Energy Annual Report 2019 18. Financial risk management (continued) The effect of Z’s hedge accounting policies in managing both its foreign-exchange risk and its interest-rate risk related to borrowings denominated in foreign currency is presented in the tables below. The details of the CCIRS hedging instruments and items at 31 March 2019 are recognised in the balance sheet within derivative financial instruments and borrowings as follows: 93 At 31 March 2019 Cash flow hedge and fair value hedge Interest-rate risk and foreign-currency risk 8 years, rate 3.83% 10 years, rate 4.04% 12 years, rate 4.14% Total Nominal amount of the CCIRS (hedging instrument) USDm Carrying amount of the USPP (hedged item) $m Accumulated fair value hedge adjustment to USPP carrying amount (hedge item) $m Carrying value of CCIRS (hedging instrument) $m Life to date change in value used for calculating hedge ineffectiveness $m Accumulated cost of hedging reserve $m 90 90 90 270 (131) (131) (131) (393) – 1 1 2 5 4 4 13 5 5 5 15 – (1) (1) (2) The hedged item is recognised in Borrowings and the hedging instrument is recognised in Derivative financial instruments. Hedge ineffectiveness for the year ended 31 March 2019 was $2m (2018: nil). At 31 March 2018 Cash flow hedge and fair value hedge Interest-rate risk and foreign-currency risk 8 years, rate 3.83% 10 years, rate 4.04% 12 years, rate 4.14% Total Nominal amount of the CCIRS (hedging instrument) USDm Carrying amount of the USPP (hedged item) $m Accumulated fair value hedge adjustment to USPP carrying amount (hedge item) $m Carrying value of CCIRS (hedging instrument) $m Life to date change in value used for calculating hedge ineffectiveness $m Accumulated cost of hedging reserve $m 90 90 90 270 (120) (119) (118) (357) 4 5 5 14 (7) (7) (8) (22) (7) (7) (8) (22) – – – – MenuThe resultsZ Energy Annual Report 2019 94 2019 $m 2018 $m 3 12 15 30 12 18 3 11 11 25 9 16 Lease liability under finance leases Between 0 to 1 year Between 1 to 5 years More than 5 years Minimum lease payments Less interest attributable to future years Present value of minimum lease payments 19. Leases Operating leases Operating leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the leased items, are recognised in the Statement of comprehensive income on a straight-line basis over the period of the lease term. The Group has receivables from operating leases as a lessor relating to the lease of premises. These receivables expire as follows: 2019 $m 2018 $m Operating lease receivables as lessor Between 0 to 1 year Between 1 to 5 years More than 5 years Operating lease receivables as lessor 4 9 2 15 4 8 2 14 The Group as the lessee has various non- cancellable operating leases. The leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the lease are renegotiated. The lease payables are predominantly for the lease of land and buildings. 2019 $m 2018 $m Operating lease payables as lessee Between 0 to 1 year Between 1 to 5 years More than 5 years Operating lease receivables as lessee 36 120 118 32 106 116 274 254 Lease costs expensed, and sub-lease income received through the Statement of comprehensive income during the year were $36m (2018: $34m) and $3m (2018: $3m) respectively. Finance leases as lessee Finance leases, which transfer to the lessee substantially all the risks and benefits incidental to ownership of the leased items, are capitalised at the lower of fair value or present value of the minimum lease payments. The leased assets and corresponding liabilities are therefore recognised, and the assets are depreciated in line with the Group’s depreciation policy to reflect the estimated useful lives. Each lease payment is allocated between the liability and finance charges to produce a constant periodic rate of interest on the remaining balance of the liability for each year. The Group has finance leases arising from the sale and leaseback of buildings and plant and machinery. These lease contracts expire within 2 to 17 years and have additional terms of renewal. The Group also receives some sub- lease income on these assets, but this does not have a significant impact on the Statement of comprehensive income. 2019 $m 2018 $m Present value of minimum lease payments Between 0 to 1 year Between 1 to 5 years More than 5 years Present value of minimum lease payments 2 8 8 1 7 8 18 16 MenuThe resultsZ Energy Annual Report 2019 95 20. Share capital and distributions Ordinary shares (fully paid) 2019 $m 2018 $m Total authorised and issued capital at beginning of year Movements in issued and fully paid ordinary shares Share-based payment Total authorised and issued capital at end of year Ordinary shares (fully paid) Total issued capital at end of year The par value of one share is $1. 429 – 429 430 (1) 429 2019 Shares millions 400 2018 Shares millions 400 Z Energy LTI Trustee Limited holds 762,263 shares at a cost of $6m for Z’s restricted share long-term incentive plan (2018: 747,420, $5m). Z holds Treasury stock of 339,884 shares. Dividend 2017 Final dividend (paid June 2017) 2018 Interim dividend (paid December 2017) 2018 Final dividend (paid May 2018) 2019 Interim dividend (paid December 2018) $m cents per share 80 42 88 50 19.9 10.4 21.9 12.5 Final dividend declared after balance date not provided, refer to note 25. MenuThe resultsZ Energy Annual Report 2019 21. Share-based payments Z Energy Restricted Share Long-Term Incentive Plan (RSLTIP) Z provides the RSLTIP for selected senior employees. Under the RSLTIP, ordinary shares in the Parent are purchased on-market by Z Energy LTI Trustee Limited (‘the Trustee’). Participants purchase shares from the Trustee with funds lent to them by the Parent. The number of shares that vest will depend on Z’s total shareholder return ranking within a peer group of the NZX50 over a 3-year period, although a reduced period may be used in some cases. If the individual is still employed at the end of the vesting period, the employee is provided a cash bonus which must be used to repay the loan and the shares are then transferred to the employee. 96 Grant date Vesting date Exercise price Balance at the start of year Number of shares Granted during year Number of shares Exercised during year Number of shares Forfeited during year Balance at the end of year Vested and exercisable at end of year Number of shares Number of shares Number of shares 2019 29 May 2015 31 March 2018 23 May 2016 31 March 2019 22 May 2017 31 March 2020 22 May 2018 31 March 2021 Total Weighted average exercise price 2018 20 May 2014 31 March 2017 29 May 2015 31 March 2018 23 May 2016 31 March 2019 22 May 2017 31 March 2020 Total Weighted average exercise price $5.98 $8.20 $8.00 $7.45 $3.84 $5.98 $8.20 $8.00 235,681 206,361 223,787 – 665,829 324,070 323,296 222,540 – 869,906 – – – 266,384 266,384 – – – 238,751 238,751 (235,681) – – – – (206,361) (42,494) (46,794) – – 181,293 219,590 (235,681) (295,649) 400,883 $5.98 $8.05 $7.70 (324,070) – – – (324,070) $3.84 – (87,615) (16,179) (14,964) (118,758) $6.54 – 235,681 206,361 223,787 665,829 $7.35 – – – – – – 235,681 – – 235,681 $5.98 MenuThe resultsZ Energy Annual Report 2019 97 21. Share-based payments (continued) Measurement of fair values The fair value of the RSLTIP has been determined using the framework of the Black-Scholes and Margrabe option pricing models for the schemes vesting 2017–2019. For the scheme vesting 2020 a Monte Carlo Simulation has been used. Vesting date of scheme 31 March 2021 31 March 2020 31 March 2019 31 March 2018 Weighted average share price at grant date $7.45 $8.00 $8.20 $5.98 Contractual life Risk-free rate Standard deviation of Z share price Standard deviation of Z’s TSR Standard deviation of NZX50 Standard deviation of peers’ TSR 2.85 years 2.86 years 3.00 years 2.84 years 2.0% – 2.1% – 2.1% 3.1% 20%–25% 17.5%–22.5% 25%–27% 18%–25% – – 18%–21% 20%–22% – 9.0% – – 8.0% – Correlation between Z share price and NZX50 – – 0.32–0.40 0.32–0.40 Correlation between Z’s TSR and peers’ TSR (average) 0.15–0.16 0.16–0.19 Estimated fair value per share $3.78 $4.22 – $3.48 – $2.24 Assumptions have been made that the participants will remain employed with Z and will achieve the minimum performance levels in each period to the vesting date. Dividends paid on shares are not material to the value of the shares granted under the RSLTIP. The fair value of the share-based payments is recognised as an expense, with a corresponding increase in equity, over the vesting period of the plan. The expense relating to the RSLTIP in the year ended 31 March 2019 was $0.2m (2018: $0.6m). An employee share purchase programme also exists, which does not have a material impact on these financial statements. The ESPP scheme holds 85,904 shares. The LTI plan also holds unallocated shares of 361,380. Employee benefits payable are $11m (2018: $15m). MenuThe resultsZ Energy Annual Report 2019 22. Related parties 98 Certain Z Directors have relevant interests in several companies with which Z has transactions in the normal course of business. Some Z Directors are also non-executive directors of other companies. Any transactions undertaken with these entities have been entered into as part of ordinary business. Key management personnel have been defined as the Directors, the CEO and the executive team for the Group. Executive members also participate in the Group’s Restricted Share Long-Term Incentive Plan, refer to note 21. Included in operating expenses are directors’ fees of $1m (2018: $1m). Transactions with related parties received/(paid) 2019 $m 2018 $m Refining NZ — sale of goods and services Refining NZ — processing fees, Customs and excise duties Associates — sale of goods and services Associates — purchase of goods and services – COLL — distribution – NZOSL – WOSL – Other Key management personnel – Short-term employee benefits – Other long-term benefits – Termination benefits Balances at the end of period 2 732 1 36 7 11 5 5 – 1 1 798 – 23 13 13 7 8 2 – – Refining NZ — processing fees, Customs and excise duties (55) (59) 23. Commitments Commitments relate to PPE, intangibles and the Good in the Hood community programme of $32m (2018: $30m). 24. Contingent liabilities 25. Events after balance date The Group has guaranteed an exposure of up to USD2m ($3m) to a financier of one of the Group’s associate companies (2018: USD3m ($4m)). This guarantee reduces by USD1m annually. Dividend On 1 May 2019 the directors approved a fully imputed dividend of 30.5 cents per share, which is equal to $122m, to be paid on 29 May 2019 (2018: 21.9 cents per share, $88m). MenuThe resultsZ Energy Annual Report 2019 99 Independent Auditor’s Report To the shareholders of Z Energy Limited Report on the consolidated financial statements Opinion In our opinion, the accompanying consolidated financial statements of Z Energy Limited (the company) and its subsidiaries (the group) on pages 65 to 98: i. present fairly in all material respects the Group’s financial position as at 31 March 2019 and its financial performance and cash flows for the year ended on that date; and ii. comply with New Zealand Equivalents to International Financial Reporting Standards and International Financial Reporting Standards. We have audited the accompanying consolidated financial statements which comprise: — the consolidated statement of financial position as at 31 March 2019; — the consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended; and — notes, including a summary of significant accounting policies and other explanatory information. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. We are independent of the group in accordance with Professional and Ethical Standard 1 (Revised) Code of Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the consolidated financial statements section of our report. Our firm has also provided other assurance services to the group in relation to a review of the cost of stock adjustment. Subject to certain restrictions, partners and employees of our firm may also deal with the group on normal terms within the ordinary course of trading activities of the business of the group. These matters have not impaired our independence as auditor of the group. The firm has no other relationship with, or interest in, the group. © 2019 KPMG, a New Zealand partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. MenuThe resultsZ Energy Annual Report 2019 100 Scoping The scope of our audit is designed to ensure that we perform adequate work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the financial reporting systems, processes and controls, and the industry in which it operates. The context for our audit is set by the major activities in the financial year ended 31 March 2019, which included the acquisition of Flick Energy on 1 September 2018. Materiality The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and on the consolidated financial statements as a whole. The materiality for the consolidated financial statements as a whole was set at $15 million determined with reference to a benchmark of group total revenue. We chose the benchmark because, in our view, this is a key measure of the group’s performance. The group also evaluates its own performance on replacement cost profit and we have benchmarked against this measure and historical cost profit. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements in the current period. We summarise below those matters and our key audit procedures to address those matters in order that the shareholders as a body may better understand the process by which we arrived at our audit opinion. Our procedures were undertaken in the context of and solely for the purpose of our statutory audit opinion on the consolidated financial statements as a whole and we do not express discrete opinions on separate elements of the consolidated financial statements. MenuThe resultsZ Energy Annual Report 2019 101 The key audit matter How the matter was addressed in our audit Acquisition of Flick Energy Refer to Notes 5 and 12 in the Financial Statements. A key audit matter was the Group’s acquisition of Flick. The key judgement and estimation in the acquisition is the allocation of purchase price to assets and liabilities (and resulting goodwill) by estimating the fair value of identifiable tangible assets, intangible assets and liabilities. Due to the downturn in the acquired business operations after acquisition, another key judgement is the testing of goodwill for impairment. The Group uses complex models to perform their testing of goodwill for impairment. The models use adjusted historical performance, and a range of internal and external inputs to the assumptions. Complex modelling, using forward-looking assumptions tend to be prone to greater risk for potential bias, error and inconsistent application. These conditions necessitate additional scrutiny by us, in particular to address the objectivity of sources used for assumptions, and their consistent application. Working with our valuation specialists, our procedures included: Purchase price allocation • We read the sale and purchase agreement to understand the key terms and conditions of the agreement in considering the accounting applied. • We assessed the appropriateness of the valuation methodology adopted to identify and allocate purchase price to intangible assets (e.g. customer contracts) by comparing to industry trends. • We assessed the tangible assets and liabilities acquired and the method for determining the fair value allocated to them. • We recalculated goodwill as the difference between the purchase price and the acquired net assets. We are satisfied that management undertook an appropriate process in determining the accounting for the acquisition of Flick and we identified no evidence of management bias and influence. Goodwill impairment testing • We assessed the integrity of the value in use model used, including the accuracy of the underlying calculation formulas. • We checked the consistency of the customer growth rates to past performance of the Group, and our experience regarding the feasibility of these in the industry in which they operate. • We challenged the customer growth rates and terminal growth rates used, in light of the higher than expected customer churn as a result of an extended period of high wholesale electricity spot prices, by comparing to published information on industry trends, and considered differences and expected trends for the Group’s operations. We used our knowledge of the Group, their past performance, business and customers, and our industry experience. • We analysed the Group’s discount rate by comparing to an independently developed discount rate range using publicly available market data for comparable entities, adjusted by risk factors specific to the Group and the industry it operates in. MenuThe resultsZ Energy Annual Report 2019 102 • We considered the sensitivity of the model by varying key assumptions, such as forecast growth rates, terminal growth rates and discount rates. We did this to identify those assumptions at higher risk of bias or inconsistency in application and to focus additional procedures. We found the valuation methodology and inputs used in the testing of goodwill for impairment to be appropriate. We consider the entity has appropriately considered those key assumptions that support the current carrying value of goodwill given the industry impacts since the recent acquisition. Other information The Directors, on behalf of the group, are responsible for the other information included in the entity’s Annual Report. Other information includes the Chairman’s report, Chief Executive’s report, disclosures relating to corporate governance and statutory information. Our opinion on the consolidated financial statements does not cover any other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Use of this independent auditor’s report This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been undertaken so that we might state to the shareholders those matters we are required to state to them in the independent auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the shareholders as a body for our audit work, this independent auditor’s report, or any of the opinions we have formed. Responsibilities of the Directors for the consolidated financial statements The Directors, on behalf of the company, are responsible for: — the preparation and fair presentation of the consolidated financial statements in accordance with generally accepted accounting practice in New Zealand (being New Zealand Equivalents to International Financial Reporting Standards) and International Financial Reporting Standards; MenuThe resultsZ Energy Annual Report 2019 103 — implementing necessary internal control to enable the preparation of a consolidated set of financial statements that is fairly presented and free from material misstatement, whether due to fraud or error; and — assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless they either intend to liquidate or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the consolidated financial statements Our objective is: — to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error; and — to issue an independent auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs NZ will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. A further description of our responsibilities for the audit of these consolidated financial statements is located at the External Reporting Board (XRB) website at: http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/ This description forms part of our independent auditor’s report. The engagement partner on the audit resulting in this independent auditor's report is Graeme Edwards. For and on behalf of KPMG Wellington 1 May 2019 MenuThe resultsZ Energy Annual Report 2019 GRI Index GRI standards: Core option CGS refers to the associated Corporate Governance Statement assessed at z.co.nz. GRI Standard Disclosure General Disclosures 104104 Page number(s) and/or URL(s) Omissions and explanations GRI 102: General Disclosures 2016 102-1 Name of the organisation 70 102-2 Activities, brands, products, and services 26–31, 54–56 Operates in New Zealand only No significant changes 102-3 Location of headquarters 102-4 Location of operations 102-5 Ownership and legal form 102-6 Markets served 102-7 Scale of the organization 108 51 70 26–31 26–31 102-8 Information on employees and other workers 42–44, CGS 3–6 102-9 Supply Chain 102-10 Significant changes to the organization and its supply chain 31–32 31–32 102-11 Precautionary Principle or approach CGS 15–17 102-12 External initiatives 102-13 Membership of associations Strategy 102-14 Statement from senior decision-maker 102-15 Key impacts, risks, and opportunities Ethics and integrity (a) (b) 16–19 46–49 102-16 Values, principles, standards, and norms of behaviour 20–21, 24, 33–44, 51, 56, CGS 1–2 Governance 102-18 Governance structures CGS 2–3, 7–9 Stakeholder engagement 102-40 List of stakeholder groups 22 102-41 Collective bargaining agreements None (a) Zero Harm workplace, NZX Corporate Governance Code, Women’s Empowerment Principles, Rainbow Tick Certification. (b) Climate Change Coalition, Sustainable Business Council, Sustainable Business Network. MenuGRI IndexZ Energy Annual Report 2019 GRI Index (continued) GRI Standard Disclosure General Disclosures (continued) 102-42 Identifying and selecting stakeholders 102-43 Approach to stakeholder engagement 102-44 Key topics and concerns raised Reporting practice 102-45 Entities included in the consolidated financial statements 102-46 Defining report content and topic Boundaries 102-47 List of material topics 102-48 Restatements of information 102-49 Changes in reporting 102-50 Reporting period 102-51 Date of most recent report 102-52 Reporting cycle 105105 Page number(s) and/or URL(s) Omissions and explanations 22 22 23 70 23 23 73 23 2 2 2 Variations noted below and with data Flick acquisition Fuel pricing and market share, Mergers and Acquisition Strategy 102-53 Contact point for questions regarding the report 108 102-54 Claims of reporting in accordance with the GRI Standards 2 102-55 GRI content index 102-56 External Assurance Material Topics GRI 200: Economic Standard Series Economic Performance GRI 103: Management Approach 2016 Z Group GRI 201: Economic Performance 2016 201-1 Direct economic value generated and distributed 104–107 99–103, CGS 17 65–98 65–98 201-2 Financial implications and other risks and opportunities due to climate change 15, 19, 20–21, 37–40, 56, 83 MenuGRI IndexZ Energy Annual Report 2019 GRI Index (continued) GRI Standard Disclosure GRI 300: Environmental Standards Series GRI 103: Management Approach Z Corporate & Z Retail plus supply chain emissions GRI 305: Emissions 2016 305-1 Direct (Scope 1) GHG emissions 305-2 Energy indirect (Scope 2) GHG emissions 305-3 Other indirect (Scope 3) GHG emissions 305-4 GHG emissions intensity Effluents and Waste GRI 103: Management Approach 2016 GRI 306: Effluents and Waste 2016 306-2 Waste by type and disposal method Environmental Compliance GRI 103: Management Approach 2016 GRI 307: Environmental Compliance 2016 307-1 Non-compliance with environmental laws and regulations Supplier Environmental Assessment GRI 103: Management Approach 2016 GRI 308: Supplier Environmental Assessment 2016 308-1 New suppliers that were screened using environmental criteria 106106 Page number(s) and/or URL(s) Omissions and explanations 39 39 39 39 39 37 40 37 CGS 1 37 37 Includes Z Corporate and Z Retail operations 308-2 Negative environmental impacts in the supply chain and actions taken 20–21, 27, 32, 37–40 GRI 400 Social Standards Series GRI 103: Management Approach 2016 Z Corporate only 31–32, 42–44 Include Z direct employees GRI 401: Employment 2016 401-1 New employee hires and employee turnover CGS 5 401-2 Benefits provided to full-time employees that are not provided to temporary or part-time employees CGS 13–14 401-3 Parental leave Occupational Health and Safety GRI 103: Management Approach 2016 GRI 403: Occupational Health and Safety Hazard identification, risk assessment, and incident investigation CGS 6 34–36 34–36 MenuGRI IndexZ Energy Annual Report 2019 GRI Index (continued) GRI Standard Disclosure Training and Education GRI 103: Management Approach 2016 GRI 404: Training and Education 404-3 Percentage of employees receiving regular performance and career development reviews 107107 Page number(s) and/or URL(s) Omissions and explanations 17, 35, 54 CGS 14 42 Includes Z direct employees Includes Z direct employees and directors only Diversity and Equal Opportunity GRI 103: Management Approach 2016 GRI 405: Diversity and Equal Opportunities Local communities 405-1 Diversity of governance bodies and employees 43, CGS 4–6 405-2 Ratio of basic salary and remuneration of women to men CGS 4 GRI 103: Management Approach 2016 Z Corporate only GRI 413: Local Communities 2016 413-1 Operations with local community engagement, impact assessments, and development programmes Socioeconomic Compliance GRI 103: Management Approach 2016 GRI 419: Socioeconomic Compliance 2016 419-1 Non-compliance with laws and regulations in the social and economic area Oil and Gas Sector Disclosures Asset Integrity and Process Safety GRI 103: Management Approach 2016 41 41 CGS 2 CGS 2 34 G4-0G13 Process Safety Events Number of process safety events by business activity 34–36 Fossil Fuels Substitutes GRI G4-DG14 Volume of biofuels produced and meeting Sustainability Criteria 37 500,000 litres MenuGRI IndexZ Energy Annual Report 2019 Company directory Registered and head office — New Zealand 3 Queens Wharf Wellington 6011 z.co.nz Contact us For general enquiries phone: 0800 474 355 and select ‘0’ or email: general@z.co.nz Facebook: Z Energy LinkedIn: Z Energy Directors Peter Ward Griffiths (Chair) Andrew Mark Cross Alan Michael Dunn Abigail Kate Foote Blair Albert O’Keeffe (Appointed 1 August 2018) Julia Margaret Raue Stephen Reindler Executive team Mike Bennetts Chief Executive Officer Chris Day Chief Financial Officer (Resigning 10 May 2019) Mandy Simpson Chief Digital Officer (Appointed 19 February 2019) Jane Anthony General Manager, Marketing Andy Baird General Manager, Retail (Appointed 1 April 2019) David Binnie General Manager, Supply Debra Blackett General Counsel and Chief Governance Officer Mark Forsyth General Manager, Retail (Resigned 31 March 2019) 108108 MUFG Bank Level 22, 151 Queen Street Auckland Westpac Banking Corporation 188 Quay Street Auckland Registered office — Australia c/- TMF Corporate Services (Aust) Pty Limited Level 16, 201 Elizabeth Street, Sydney NSW 2000, Australia PO Box A2224, Sydney South NSW 1235, Australia +61 2 8988 5800 Australia registered business number 164 438 448 Annual Shareholder Meeting 2019 3–4pm Thursday, 20 June 2019 Wellington Julian Hughes General Manager, Health, Safety, Security, and Environment (Until 31 March 2019) General Manager, Strategy and Risk (Appointed 1 April 2019) Auditor KPMG Maritime Tower 10 Customhouse Quay PO Box 996 Wellington 6140 Lawyers Chapman Tripp 10 Customhouse Quay Wellington 6140 Minter Ellison Rudd Watts 18/125 The Terrace Wellington 6011 Bankers ANZ Bank New Zealand Limited 215–229 Lambton Quay Wellington Bank of New Zealand 80 Queen Street Auckland Hong Kong and Shanghai Banking Corporation HSBC Tower 195 Lambton Quay Wellington Lindis Jones General Manager, Corporate (until 31 March 2019) Chief Financial Officer (Appointed 1 April 2019) Helen Sedcole General Manager, People and Culture Nicolas Williams General Manager, Commercial Share Registrar Link Market Services — New Zealand PO Box 91976 Auckland 1142 New Zealand +64 9 375 5998 linkmarketservices.co.nz Link Market Services — Australia Locked Bag A14 Sydney South NSW 1235 Australia +61 2 8280 7111 MenuCompany directoryZ Energy Annual Report 2019 . z n o c z .

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