Arotahi ki ngā tukuhanga Focused on delivery Z ENERGY ANNUAL REPORT For the year ended 31 March 2021 Our strategy is: To solve what matters for a moving world by optimising our core business so we can transition to a low carbon future. We are tightly focused on: Reducing costs Holding market share Monetising scale Managing capital Te pūrongo a te Hēmana me Te Taiurungi: Arotahi ki ngā tukuhanga 1 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A Chair and CEO report: Focused on delivery Covid-19 delivered a momentous challenge to New Zealand, and to Z. It’s had a real impact on our business, but, in the face of this challenge, we have built a stronger, leaner, more resilient business. Through Covid-19 Z has focused squarely on two things: the safety and wellbeing of our people, customers and communities; and delivering against the commitments we have made to shareholders. It has been a year of markedly different halves: the first half was a period of concerted crisis management, recapitalising our balance sheet and establishing a new way of working through We expect to increase earnings in FY22 as we continue to reduce structural costs, hold our market share, optimise the use of our terminals to improve returns and deliver new customer offers. Resumed dividends Z has returned to paying dividends 6 months ahead of schedule FY21 lockdown conditions. The second half has focused on cutting costs, optimising the core business and setting the company up to benefit financially from structural industry changes. At the end of this year Z’s staff engagement is at an all-time high, and we are proud to be just below the top 10 percent of organisations globally, as measured by our engagement service provider, Peakon. Through this very challenging year we have collectively improved our resilience, strengthened our culture and our business and we have delivered for our customers. We have delivered Replacement Cost Earnings Before Interest, Taxation, Depreciation, Amortisation and Fair value movements of $238 million, (guidance of $235–$245 million), as rising oil prices and retail discounting affected margins in the second half of the year. Commercial fuel volumes (primarily marine and jet fuel) are still affected by continued Covid-19 disruptions and with repeated short regional lockdowns impacting Retail volumes. Additionally, trading conditions in the final quarter of FY21 were challenging: intense retail competition has continued and crude oil prices have increased substantially, further compressing margins. Assuming no further Covid-19 lockdowns, we expect to increase earnings in FY22 as we continue to reduce structural costs, hold our market share, optimise the use of our terminals to improve returns and deliver new customer offers. At the same time we will manage capital carefully. With this financial result we have resumed dividend payments six months earlier than forecast. We will continue to focus on paying down debt and will further strengthen Z’s balance sheet. We have continued to build our customer-focused strategy. Through enhancing our customer experience (CX) and digital capabilities we have increased revenue by introducing innovative, digital-enabled offers for our customers and improving the customer experience. Over FY21 we have built a lower-cost business that is more flexible and future-focused. In terms of improving current performance, Z remains tightly focused on four areas of continued improvement: Reducing costs Holding market share Monetising scale Managing capital Reducing costs Over the year we made strategic and structural changes to our operating expenditure base without compromising the integrity of our operations, our capabilities or our strategy. We reduced structural, annually recurring costs by $49 million, and one-off costs of $14 million as a result of Covid-19 — for example, through suspended marketing and reduced fuel delivery costs. CHAIR AND CHIEF EXECUTIVE’S REVIEW A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 2 In FY22 we will deliver a further $21 million in structural, ongoing cost reductions, building on reductions from FY21. Z will continue to focus on cost reduction opportunities as we optimise our core business and leverage our scale to ensure a competitive, resilient business that will sustain returns to shareholders. Holding market share With a leaner, focused operation, Z backs itself to deliver convenience, dynamic customer offers and competitive pricing across the country. We will preserve and build on the economies of our scale and compete vigorously in our core markets. Over the year Z has competed for volume in all markets and has flattened the decline in its fuel market share. Z has a strong customer proposition: competitive pricing, a superior network of commercial and retail refuelling stations, an increasingly dynamic set of digitally enabled customer offers, a refreshed loyalty programme, and the clear commitment to be a part of the climate change solution. Monetising scale Z’s supply chain objective is to be appropriately rewarded for its scale and resulting efficiency. A number of significant changes occurring in New Zealand’s fuel industry may provide opportunities for Z to realise more value. In August 2020, Parliament passed the Fuel Industry Act which requires bulk fuel terminal operators to offer a ‘terminal gate price’ for bulk fuel supply to competitors. Z has already successfully piloted this approach by taking its Nelson terminal out of an industry arrangement and offering fuel to any industry participant, including customers, distributors and competitors. In March, Z also gave notice of its intention to exit industry arrangements at the Port of Tauranga. Z has the largest network of fuel storage assets in the country and will introduce terminal gate pricing across the country over the next year. Z expects the efficiency and scale of its national fuel terminal network to begin to deliver fair commercial returns from assets which have historically underperformed because of long-standing industry arrangements. These industry arrangements have discouraged investment and encouraged companies to rely on the assets of others. Z will drive a more independent, commercial approach to its fuel terminal management that better serves New Zealand’s economic interests. Managing capital We have a strong balance sheet following a well-supported $347 million equity capital raise announced in May/June 2020. We thank our investors for their strong support. Z used the equity raise proceeds to pay down bank debt. Z is committed to paying down $150 million of debt in November of this year, which will see debt reduced by $330 million over an 18-month period. In response to the uncertainty of Covid-19, Z cut its final dividend for FY20 and, as a part of the financing agreement with our banking partners and debt providers, agreed to pause dividend payments to shareholders until after 1H22. We are acutely aware of the effect that this had for our equity investors and that is why Z renegotiated the early release from these provisions and is able to declare a dividend of 14 cents per share to shareholders in respect of our FY21 earnings. From FY22, through the operational and structural initiatives already underway, Z is committed to supporting sustainable and reliable dividends to shareholders. Z’s changing context The liquid fuels industry is going through a period of significant structural change. Through our previous investments in our assets, network and capabilities Z is well-positioned to lead these changes. In February 2021, as part of ensuring Z has the right people in the right roles to respond to a rapidly changing context, the company announced changes to its Executive team. Julian Hughes has moved from the General Manager, Strategy and Risk to a new role as General Manager, Transition. In this role Julian will be accountable for ensuring Z is well-positioned in a changing industry, for example through developing a reliable biofuels supply chain and supporting the transition to an import-only supply chain. Nicolas Williams has moved from the position of General Manager, Commercial, to the position of General Manager, Strategy and Risk, reflecting a focus on longer-term business strategy. Nicola Law has moved into the position of General Manager, Commercial. These changes took effect on 1 April 2021. In addition to the above changes, on 1 February 2021, Z appointed Figen Ulgen as Chief Customer Officer, following the departure of Jane Anthony in December 2020 after 11 years in senior management roles. Exiting the crude oil supply chain Over FY21, Z has supported the strategic review of Refining NZ’s operations. This review has made it clear that Refining NZ’s future is as a fuel import terminal rather than a sub-scale refiner of crude oil. Z supports Refining NZ in quickly delivering this outcome on a commercial basis. Shifting to a fuel import terminal will remove Z’s exposure to refining margins and reduce the volatility of earnings and operating expenses. It will enable Z to choose the fuels it wants to supply and enable fuels to be priced on a commercial basis. 3 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A We are facing the future with confidence in our ability to deliver. While work needs to be completed and agreements reached, moving to a fuel import terminal will generate a one-off working capital release of approximately $150 million. It may also improve the resilience and security of fuel supply and ensure a fair, competitive playing field across all market participants. Discipline in operations We will continue to be disciplined in choosing where we want to compete, and we will exit operations that do not generate sufficient returns or provide too much risk. Over the last year Z ended its charter of the marine fuel oil barge Awanuia in Auckland Harbour. The business generated inadequate return and detracted from the focus on running the core business safely and profitably. Over the period Z also moved to a bitumen import-only model, although this was imposed on Z via operational choices made by Refining NZ. Over the next 12 months we will closely examine non-core parts of Z operation and look to exit or change the way we operate them where required. Continuing to lead on climate change Over FY21, climate change has emerged as a highly material issue for Z’s stakeholders. We’re not surprised. The Government has declared a climate emergency, the effects of a warming climate continue to be felt and, at the time of publication, there is ongoing private legal action taken by an individual against Z and a number of other companies around the impacts of climate change. The Climate Change Commission has published and consulted on New Zealand’s first draft pathway to meeting the country’s 2030 and 2050 climate change commitments. We welcomed this work and note that the core scenario in the proposed pathway is closely aligned with Z’s own scenario modelling. In late January, the Government announced a biofuels sale mandate. When implemented, this is expected to create mass demand for low emissions fuels for use in existing internal combustion engine vehicles. Biofuel mandates are common globally and Z has been advocating strongly for a mandate policy across the industry. Subject to favourable conditions, Z expects to be well-positioned to realise value from its currently hibernated Te Kora Hou biodiesel plant in Wiri, Auckland. Through this plant we may be able to lead the domestic manufacture of sustainable biodiesel as well as import and distribute a range of biofuel products. In March, we launched Z Electric, enabling our customers to buy their electricity from Z and be rewarded for doing so. This is another way we are moving towards providing the clean, low carbon energy that will increasingly power our economy as well as accessing alternative revenue streams. Z continues to strive to find the right balance between strengthening our business, paying down debt, returning cash to shareholders and helping to lead the way towards a low carbon future. Conclusion We thank our investors, customers and our own people for their commitment and support over FY21. Our actions over the past three years have ensured we are well-positioned to manage through any future Covid-19-like events. We will continue to build resilience in our business and remain focused on creating value for shareholders and customers through ensuring our core business is optimised to respond to structural changes in our industry and the global economy. FY21 has been a hugely challenging year for everyone and the recovery is just starting. There will be challenging times ahead. But we have made change where change was required and we face the future with confidence in our ability to deliver. Thanks again for your support. Abby and Mike A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 4 Te ara tuku pūrongo How we report Z Energy chooses to report against the issues most material to our stakeholders: our customers, our investors, our own people and the communities we serve. We choose to weight our reporting towards the future — how we create value, the business model we pursue, how we approach strategy and how we think about Z’s role in a rapidly evolving energy future. We believe the best framework to reflect these reporting priorities lies in Integrated Reporting. The framework requires a high level of transparency and commitment to robust disclosure around how we manage risk, approach strategy and report against our environmental, social and governance (ESG) commitments. This framework requires a high level of interaction with multiple stakeholders in order to accurately determine the issues most material to them. Rārangi ūpoko Contents 1 Chair and CEO report 4 How we report 5 Our numbers 6 Our business model and strategy 8 Our values 9 How we create value for shareholders 10 Focusing on the issues that matter 14 Transforming our supply chain 15 Focusing on core markets 16 Commercialising Z’s terminal network Supporting our use of the reporting framework, we also choose to use the Global Reporting Initiative (GRI) Standards: Core option and the Financial Stability Board’s Task Force on Climate-related Financial Disclosures (TCFD). The Financial Stability Board is an independent international organisation that makes recommendations to protect global financial security. Z’s commitment to TCFD reporting requires us to progressively disclose our climate-related risks, how they are reflected in strategy and how we seek to manage them. This is Z’s second year of TCFD reporting. With the publication of Z’s FY23 report, we will be compliant with all of the Financial Stability Board’s recommended disclosures. The commitment to transparent reporting against Z’s ESG commitments is tightly linked to our strategy. This is our fifth year of integrated reporting and our investors, customers and stakeholders increasingly want to clearly understand what Z stands for, how our strategy will continue to be implemented and how we will support the transition to a low carbon future. While these frameworks mean there is more detail to report against, we are mindful of the need for this report to be clear and concise and to be tightly focused on the material issues that matter most. This is Z’s report on the year to the end of March 2021. It is also our report on how we intend to deliver value well into the future — for our customers, investors, communities and planet. This document constitutes Z Energy Limited’s 2021 Annual Report to Shareholders. It exceeds the requirements of the NZX Corporate Governance Code and Environmental, Social and Governance Guidance Note. 51 Our Executive Team 84 Additional disclosures 91 Financial Statements 122 Auditors’ report 127 TCFD Index 129 GRI Index 132 Company directory 20 Consistent delivery for Commercial customers 22 Case study: Z’s Te Kora Hou biodiesel plant 24 A quicker, competitive retail experience 26 What we choose to stand for 27 Environmental sustainability 38 Diversity and inclusion 42 Community 44 Safety and wellbeing 46 Corporate Governance Statement 18 A snapshot of our supply chain 47 The Z Board YEAR AT A GLANCE Ngā raraunga Our numbers FY21 Annual results FY20 comparison $57m Historic net profit after tax FY20: -$88m 5 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A 3,086 million litres 2,121 Total fuel volume (retail and commercial) FY20: 3,968 million litres Please note an adjustment to the fuel volume in our FY20 report — the FY20 volume was reported as 3,837 million litres. Z’s direct employees, contractors and Retail network members FY20: 2,451 51.5 million transactions Total transactions on Z-branded retail sites FY20: 56.6m 99% Safety and Wellbeing action complete rate FY20: 100% $3m 1c +53 Replacement cost net profit after tax FY20: $44m Replacement cost net profit after tax per share FY20: 11c Employee net promoter score FY20: +36 $238m Replacement cost EBITDAF FY20: $366m 0.1cpl +25 Replacement cost net profit after tax per litre FY20: 1.1cpl Business net promoter score FY20: +9 14c Total dividend per share FY20: 16.5c -18.4% Total shareholder return FY20: -49.71% +33 Retail net promoter score FY20: +38 $42m Net capital expenditure FY20: $71m Please note an adjustment to the capital expenditure reported in our FY20 report — we reported total capital expenditure of $102m, rather than net capital expenditure. 9.4 million tonnes Total carbon footprint — carbon dioxide equivalent (tCO2e) FY20: 11.6m tonnes Please refer to our notes about a restatement of our annual greenhouse gas emissions on page 30 37,500 tonnes CO2-e Carbon emissions offset FY20: 40,000 tonnes CO2-e A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 6 Tō tātou anga pakihi me te rautaki Our business model and strategy While traditional annual reports focus largely on the past, Integrated Reporting is focused more on the future, including strategy and the way in which companies create value. At a high level, Z’s strategy can be articulated like this: Our strategy is to solve what matters for a moving world by optimising our core business so we can transition to a low carbon future. Our strategic priorities are to always be safe and reliable, deliver awesome customer experiences, generate heaps of free cash flow, and grow our non-fossil fuels income. In service of this strategy, we focus on six inputs and performance outcomes which will be expanded upon throughout this report — we call these our capitals: 1 Our assets Z is the largest transport energy company in New Zealand, running an unparalleled network of commercial refuelling stations, retail service stations and bulk fuel storage terminals across the country. These nationwide assets give Z the economy of scale across its operations and provide a highly convenient and competitive offer for customers across the country. Monetising the scale of our assets provides the foundations for strong shareholder returns. 2 Our finances Delivering on our commitments to our investors, our communities and our planet requires Z to be profitable. Z has taken a number of steps over the last year that recapitalised its balance sheet, cut costs and set the company up to benefit financially from structural industry changes. Z’s financial recovery from the impacts of Covid-19 has been, while not yet complete, more rapid than initially expected and we have declared an early resumption of dividend payments at the end of FY21. 3 Our capabilities Z has invested heavily in its capability to delight our customers through digitisation and innovation, as well as through effective management and change of our supply chain and assets. Z’s substantive investment in building new customer experience and digital capabilities is now complete. These capabilities are spread across all areas of the company. While we will continue to nurture and build these capabilities, the initial transformational investments have established foundations and enabled new marketing and product offers to be introduced over the last year that are unique in the market. These capabilities have also ensured our service is efficient and our operations are always safe. Our supply chain management capabilities have been a particular asset as we have started the process of potentially exiting the crude oil supply chain and introducing terminal gate pricing — both of which can deliver operational efficiency and reduce costs. 4 Our people and culture Z has always believed in the power of a strong, unified culture guided by clear values in building a resilient, high-performing business. Covid-19 was an unprecedented challenge to our ways of working and our wellbeing. In making this rapid transition we benefited from previous investment in our technology and IT systems. The way we led our people and communicated across our company during a period of crisis has resulted in world-class internal engagement scores. Z’s business is built around genuine diversity across every area of our team. Z actively encourages all our people to bring their true selves to work and we seek to benefit from the different perspectives, thinking and backgrounds that an increasingly diverse team bring to Z every day. 5 Our environment Over the last year the issue of climate change has clearly emerged as one of the most material issues for our customers, our stakeholders, our investors and our staff. Z remains committed to operating in what we call ‘the world of both’ — optimising our core business and running it efficiently to deliver increasing value to customers and investors while continuing to explore the options to lead and support the transition to a low carbon economy. This involves new products and offers, advocating for policy change and delivering new clean energy services to combat climate change — for example Z Electric. 6 Our place in New Zealand Z’s place in New Zealand has perhaps never been in such clear focus as it was over FY21 when the essential services Z provides were vital in the response to Covid-19. Z’s purpose is ‘solving what matters for a moving world’. Over FY21 our world moved less, but what mattered to our customers, stakeholders and our economy was very clear. We protected the safety and wellbeing of our customers, communities and economy through a period of crisis. We ran our supply chain safely and reliably and provided essential services for local communities in various stages of Covid-19 lockdown. Z Energy Limited and Subsidiaries Year end report 31 March 2021 Our strategy is to solve what matters for a moving world by optimising our core business so we can transition to a low carbon future. Z prioritises the following inputs and outcomes — these are referred to as Z’s six ‘capitals’ under the Integrated Reporting framework: Ngā tomonga Our inputs Our assets Our finances Our capabilities Our people and culture Our environment Our place in New Zealand Te pūtake Our purpose Te whiriwhiri he aha ngā āhuatanga matua ki te ao nekeneke Solving what matters for a moving world Ngā putanga Our outcomes Our assets Our finances Our capabilities Our people and culture Our environment Our place in New Zealand Z Energy Limited and Subsidiaries Year end report 31 March 2021 A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 8 Ō tātou uara Our values Z has always placed a very high value on a strong, values-based culture to guide the way we behave, work together and the decisions we make. Having clearly defined values that all people sign up to as a part of being at Z can provide direction and clarity during uncertain times. Our values have never been more important than over the last year. Z’s values are the foundations of our company. While we only have three values, and they are remarkably simple, they have helped us build a highly engaged, committed company during the most challenging year in our history. Tū kaha | Stand out We believe we can build a better business and a better world We are distinctive where it really matters. We challenge the status quo by being bold, innovative and passionate. We work relentlessly to be a force for good for our communities, our economy and our planet. Tū māia | Speak up We believe extraordinary outcomes are fuelled by active participation and dialogue We speak up with courage around what’s important to us and encourage others to do the same. In doing so, we will create new possibilities together. Tū kotahi | Side by side We believe learning and growing together delivers unlimited potential We’re better together — holding each other up as well as challenging ourselves to grow and develop. Side by side we build trusted partnerships with our people, our customers and our communities. 9 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A Kia puta he hua ki ngā kaiwhakangao How we create value for shareholders One of the reasons why we choose to embrace Integrated Reporting is that it is future focused and requires us to demonstrate how we create value. Z’s strategy on how we create value over the long term was set by Z two years ago, but its focus and the commitments within it are unchanged. In fact, the essence of this strategy is more relevant than ever now, post Covid-19 impacts and disruptions. Z is focused on delivering strong, reliable returns for shareholders. We will create value for shareholders by focusing on our core business and operating a safe, reliable fuels business. We will ensure we generate fair commercial returns for our scale, network strength and the essential infrastructure we own and operate. We will manage our capital and balance sheet with discipline at the same time as we deliver returns to shareholders, generate options for our future, and ensure we are advantaged under a range of future scenarios. Z has a strong, long-term future ahead of it. Shareholders should expect Z to… Optimise 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 Remain 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’ recognised and trusted brands capable of extending to adjacent markets • Maintain high levels of employee engagement and customer satisfaction • Develop organisational capabilities and individual talent for an uncertain future Do 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 Safety and Wellbeing, Diversity and Inclusion, and Customer Experience • Actively support the communities in which we operate on what matters to them. • Z’s scale provides options that allow us to adapt and innovate in a market that will be slowly disrupted by long-term trends Pursue 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 Allocate capital with discipline to maximise shareholder value • Manage cash flows 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 01 02 03 Arotahi ki ngā take matua Focusing on the issues that matter W h a t m a t t e r s 1 0 The things that really matter to Kiwi have shifted abruptly over FY21. In reading the graph on the next page, it should be noted that, in such a rapidly shifting context, what was material in FY21 may again move quickly in the coming year. Regardless, this report directly addresses the most material of stakeholders’ issues. Over the last year Kiwi have responded with concern to the unprecedented Covid-19 pandemic, approximately $50 billion in support and stimulus has been injected into the New Zealand economy, and our borders have been effectively closed for a full year. Concern for the safety and wellbeing of each other and our communities has never been so important for so many people. While Covid-19 continues to rage around the world, concern for safety and wellbeing has clearly been the most material issue for our stakeholders. This is linked closely with the resilience of our organisation. Climate change is increasingly important for people. Over FY21, the Government declared a Climate Emergency and announced significant policy changes to mandate biofuels across the transport fuel industry. The Climate Change Commission published its first draft carbon budget, highlighting the change that needs to be made across the economy if New Zealand is to meet its climate change commitments. The New Zealand transport fuel industry is now undergoing a phase of rapid transformation, and legislation has been passed introducing terminal gate pricing from bulk fuel storage terminals; work is underway to potentially exit crude oil refining in New Zealand and transform Refining NZ into a fuel import terminal. With the scale of this change comes some stakeholder uncertainty around security of fuel supply under a new operating model. At the same time, Z continues to implement a strategy to ensure it is optimising the operation of its fuel terminals and monetising their scale, including by progressively operating them independently outside of long-standing industry agreements. In response to Covid-19, Z elected to raise more capital to strengthen its balance sheet during an uncertain time. As a result of securing the necessary debt waivers to recapitalise, Z had to temporarily suspend dividend payments until after 1H22. Due to Z’s better-than-expected recovery from Covid-19, we have been able to renegotiate these debt waivers and are able to pay a dividend of 14 cents per share to shareholders for FY21. Over the period, Z has strengthened its business, cut costs, and optimised the operation of its core business. At the same time, Z has also continued to lead political and business advocacy around New Zealand’s climate change strategy and how to decarbonise the economy. Integrated Reporting requires us to clearly understand the most material matters for our stakeholders and to then address them in this report. To ensure we do understand these matters, Z engages consistently and frequently with a wide range of stakeholders. We ask them to tell us what matters, and we deliberately capture this feedback in the following materiality table. Z can break its stakeholder universe down into the following five broad groups, although the most material issues are becoming increasingly connected and shared across multiple stakeholders: Our customers and communities Communities became increasingly important over FY21 as, for relatively long periods of time, people were unable to leave them. The role of Z’s retail network in particular became much more important for neighbourhoods and communities as a safe, convenient way to buy food and household supplies without having to confront a socially distanced supermarket. Over the period of the national lockdown Z provided $337,000 in free fuel to our partners at St John Ambulance and $44,000 in free fuel to Wellington Free Ambulance to support their frontline work in protecting community safety and wellbeing. We also provided 1 1 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A Our material topics Summary of material topics discussed in stakeholder engagement, grouped by value outcome areas Competition & Market Share Safety & Wellbeing Cyber Security & Data Privacy Product Quality Environmental Sustainability Security of Supply Organisational Resilience Climate Change Resilient Communities Market Transparency & Fairness Responsible Consumption & Production Customer Experience Economic Sustainability RNZ Strategic Review Organisational Capability Brand Values Governance & Stewardship Strategy Assurance Capital Strategy Diversity & Inclusion Future Fuels Wholesale Asset Profitability l a i r e t a M s r e d l o h e k a t S o t e c n a t r o p m I t n a t r o p m I Important Key Importance to Z Material Our assets Our finances Our capabilities Our people and culture Our environment Our place in New Zealand free fuel via Sharetank, to the Student Volunteer Army Grocery Service to help them deliver essential supplies to the doors of the elderly, vulnerable or those living alone. We learned a lot through the Covid-19 lockdowns around the changing needs of our customers — particularly their need for speed. Harnessing our previous investments in digital technology and customer experience (CX) capabilities, we’ve been actively developing new customer offers that bring the two together, for example our ‘Pay by Plate’ technology (see page 24). Z is proud of the way we operated as an essential community service, safely and reliably serving our customers and communities, over the most challenging periods of 2020. Investors Z is grateful for the support from its investors during FY21 and continues to engage closely with investors on the company’s strategy, short-term business focus and performance. As a result of the inherent uncertainty Covid-19 represented for our business and the economy, Z adopted a precautionary approach and strengthened its balance sheet over FY21, raising an additional $347 million from existing and new investors. A condition of raising this additional capital was that Z was not able to pay dividends until its 1H22 result. Z successfully renegotiated with our banks and debt providers in order to pay a full year dividend of 14 cents per share for FY21. WHAT MATTERS A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 1 2 FY21 was an extraordinary year, yet Z still managed to declare a dividend to shareholders. We are acutely aware that a resilient balance sheet and capital strategy that supports the company through any market disruption to come, while providing reliable and sustainable dividends, is a keen area of focus for our investors. We remain committed to generating sustainable, reliable returns to our shareholders and ensuring a strong, flexible balance sheet to face both the challenges and opportunities of the next decade. In this year’s half year result in November 2020, Z clearly outlined its four areas of focus to improve the business to investors. At that results announcement, Z committed to the following four outcomes which also form the theme of this report: Reducing costs Holding market share Monetising scale Managing capital No one part of the New Zealand community or economy was spared the uncertainty of Covid-19 over the last year, including our investors. In response to the uncertainty, Z overhauled its market reporting, disclosing weekly fuel volume sales data, for which the company was applauded by investors and stakeholders. Over the year we’ve taken a number of important steps to cut costs, free up working capital, streamline our operations and focus on efficiency with the goal of rapidly resuming a solid, reliable dividend flow to our investors and rewarding them for their support. While clearly focused on profitability, capital management and dividends, Z’s investors are also increasingly focused on climate change and where they choose to invest. For example, Blackrock, the world’s largest investment fund with US$8.7 trillion in assets under management at the end of December 2020, is asking three things from the companies it invests in for 2021: https://www.blackrock.com/corporate/ literature/publication/our-2021- stewardship-expectations.pdf • Board and Workforce Diversity with local market best practice • An understanding of key stakeholders and their interests • Plans to align their businesses with the global goal of net zero GHG emissions by 2050. This approach is increasingly representative across institutional investors and in this context Z’s approach to sustainability and ESG is now highly strategic to our company and our future. This is Z’s fifth year of integrated reporting and we remain committed to best-practice ESG-related reporting as the most effective way of demonstrating how we think about climate change, how it might impact our business, what we are committed to and the progress we are making towards a lower emissions economy. Central Government Z has engaged comprehensively with Government over FY21 on multiple issues, but primarily in supporting its response to Covid-19. As the supplier of almost half of New Zealand’s transport fuels and the operator of strategic energy infrastructure, Z was immediately designated as an essential service. Security of fuel supply — particularly to emergency services — has been important in managing a pandemic and then in beginning a lengthy economic rebuild with a focus on infrastructure investment. Z engaged formally with Government working groups to contribute to ensuring a smooth and uninterrupted liquid fuel supply chain — from fuel imports to supplying emergency services and commercial and retail customers — to support the New Zealand economy and protect the wellbeing of people. Z also engaged with Government around areas of policy focus, particularly the need for policy support to enable liquid biofuels to be widely used in New Zealand and around the shape of the Emissions Trading Scheme. Z produced a Briefing to the Incoming Energy Minister in December 2020 outlining its business operations, its policy priorities and climate-related commitments and published it for all stakeholders to read at: https://z.co.nz/about-z/news/general- news/briefing-to-the-incoming-minister- of-energy-and-resources/ Z has also responded to the Climate Change Commission’s first draft carbon budget for New Zealand and our submission to the consultation can be viewed at: https://z.co.nz/about-z/news/ general-news/z-energys-submission-to- the-climate-change-commission/ As the owner of the largest bulk fuel storage network in New Zealand, Z also engaged with Government and the Ministry of Business, Innovation and Employment (MBIE) in support of the passing of the Fuel Industry Act, which introduces terminal gate pricing from bulk fuel storage terminals and supports more wholesale fuel supply competition. We have kept MBIE and Ministers up to date with our leadership in rapidly implementing the recommendations from the Commerce Commission’s 2019 Market Study well before we were required to do so. As the fuel industry embarks on a new phase of transformation, particularly around the potential exit of importing and refining crude oil, Z continues to engage with government stakeholders about these changes and their possible implications for New Zealand. As evidenced in our Briefing to the Incoming Minister, Z has also continued to engage regularly with Government in support of its climate change and emissions reduction objectives, including providing research papers on sustainable aviation fuel and hydrogen at: https://z. co.nz/assets/Uploads/Submission-to- ICCC-on-Reducing-GHG-Emissions- through-Sustainable-Aviation-Fuel-SAF2. pdf and https://z.co.nz/assets/Uploads/Z- House-View-Hydrogen2.pdf We’ve taken a number of important steps to cut costs, free up working capital, streamline our operations and focus on efficiency. 3 1 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A Over the year, Z regularly fronted up to discuss these issues and a wide range of others with media. Z values its relationships with media as a way of reaching the broadest possible range of stakeholders with the issues that matter to it. From the earliest days of the company being formed, Z’s position has been to speak with media freely and honestly wherever it can — this position continues. In an industry that has historically been insular and closed, discussing the issues that others are not prepared to can at times be a lonely position, but this approach reflects Z’s values and its accountability to its customers and stakeholders. The following section of this report steps sequentially through the Z supply chain discussing issues of highest stakeholder materiality. Through its Chief Executive, Z is helping lead a national conversation around the role of businesses in decarbonising and supporting New Zealand reaching its 2030 Paris Accord emissions reduction targets. This role requires active advocacy at Government level, a strong presence discussing climate-related issues through the media and a direct role in supporting the aspirations and commitments of Kiwi businesses. During the Covid-19 lockdown in FY21, Z also supported its small business customers with extended payment terms and credit options. Z published a range of materials to support small businesses accessing government support, shared our experience on technology options and published videos with our thoughts on protecting wellbeing and leading through a crisis at: https://z.co.nz/ keeping-business-on-the-move/z- business-Covid-19-resources The media FY21 required leadership and effective communication from across the economy on a very wide range of issues across a wide range of stakeholders. Just some of these issues include: the economic challenges of refining crude oil in New Zealand, the passing of legislation to change elements of the fuel industry, ensuring secure supplies of fuel and convenience products to customers under crisis conditions and continuing to advocate publicly for climate-related solutions. The business sector Z — indirectly — continues to play a leadership role in representing and advocating for the growing number of New Zealand businesses concerned with climate change and committed to taking action. Z Chief Executive Mike Bennetts is the founding Convenor of the New Zealand Climate Leaders Coalition. Comprising more than 100 of New Zealand’s leading businesses, in 2019 the signatories committed to the following statement: As signatories to the Climate Leaders Coalition, we are acting on climate change now, to create a future that is low-emissions, positive for our businesses and the economy, and inclusive for all New Zealanders. We are committed to the Paris Agreement target to keep warming below 2 degrees and to further pursue efforts to limit the temperature increase to 1.5 degrees. By being a signatory to the Coalition, our organisations are actively: • Measuring our greenhouse gas footprint, having the data independently verified by a third party and making the information publicly available; • Adopting targets grounded in science that will deliver substantial emissions reductions so our organisations contribute to New Zealand being carbon neutral by 2050. These targets will be considered in current planning cycles; • Assessing our climate change risks and publicly disclosing them; • Proactively supporting our people to reduce their emissions; and • Proactively supporting our suppliers to reduce their emissions. WHAT MATTERS Te whakahou i te rārangi tukutuku A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 1 4 Transforming our supply chain The time for New Zealand to be importing crude oil from the other side of the world is over. It no longer makes economic or environmental sense to operate a small, sub-scale refinery in the Far North of New Zealand. Z is now supporting Refining NZ to convert New Zealand’s only refinery into a much simpler, more cost-effective and less emissions-intensive import and distribution terminal for refined fuels. Exiting the crude oil supply chain and instead importing New Zealand’s fuel as finished products will be a significant change to the way the New Zealand fuel industry operates. New Zealand has operated a small oil refinery near Whangārei for more than 55 years, but it no longer stacks up or best serves New Zealand’s energy security, environmental or economic goals. Refining NZ is unable to compete with larger, more efficient refineries around the Asia-Pacific region. Globally, there is a trend away from uneconomic crude oil refining operations in favour of ensuring the refined fuel supply chain is from the most efficient sources. By way of example, over the last two years Z has had to subsidise operation of the refinery due to low gross refining margins around the Asia-Pacific region by way of $48 million of fee floor payments. Not only has Z’s exposure to crude oil refining recently cost the company and its shareholders but it has disadvantaged Z in the market against competitors who have simply imported their refined fuel requirements. The economics of domestic refining are unlikely to improve. Part of Z’s commitment to reducing costs lies now in ensuring Refining NZ is converted into a fuel import terminal on commercial terms. Part of Z’s commitment to reducing costs lies in ensuring Refining NZ is converted into a fuel import terminal on commercial terms. Doing so will remove a major source of earnings volatility for Z and enable the company to deliver much more consistent and reliable earnings. It will level an uneven playing field and help deliver competitive prices and security of fuel supply for customers. It will also simplify Z’s supply chain, removing complexity and risk from Z’s operations, while at the same time reducing the amount of capital employed in the business. The refining process produces a range of fuels, even if some are not wanted or needed. Moving to an import terminal will allow Z to sell only the fuels its customers want, rather than having to export by-products of the refining process — for example, marine fuel oil — at a loss. Importing the country’s jet fuel requirements rather than having to make them regardless of demand will also reduce costs and ensure the development of a fair, transparent and commercial domestic jet fuel market. Exiting the crude oil refining process will enable Z to release approximately $150 million that is tied up in working capital — in crude oil on ships at sea or awaiting processing. It will also provide opportunities to reduce operating costs associated with delivery of fuel to New Zealand ports via coastal shipping. The value to Z of moving rapidly to an import model are clear and compelling, but so too are the benefits to customers and the country. It may seem counter-intuitive but moving to an import-only fuel supply will strengthen and deepen New Zealand’s security of supply. This has understandably been a concern for stakeholders as change at Refining NZ has become inevitable. Under an import model, Z will be in the international fuel markets much more frequently and at any time multiple vessels for different companies will be heading to different ports in New Zealand with a range of transport fuels. It will be simpler and more convenient to divert ships to different parts of the country and easier to dial up a new shipment at short notice if required. New Zealand’s fuel will likely come from our backyard in the Asia-Pacific region rather than crude oil from the Middle East which can take one month to reach New Zealand. New Zealand will end up with a much more efficient, reliable and flexible fuel supply chain without the greater environmental risks of importing crude oil. There is the potential to remove unnecessary cost and associated carbon emissions from the industry through moving to an import terminal with relatively low energy requirements. We want to be clear that none of this commentary is in any way a criticism of Refining NZ or its people, who are highly skilled and committed professionals. Refining NZ has invested steadily in its equipment and has run a very safe operation for many years. It has simply reached a point in time where it can no longer compete internationally. 5 1 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A Z now imports bitumen directly to supply to its commercial customers, rather than again selling a by-product of the refining process. These changes make a simpler, more focused supply chain with reduced earnings volatility and stronger commercial drivers. As New Zealand embarks on a significant programme of infrastructure investment as a part of the Covid-19 ‘Build Back Better’ economic recovery plan, bitumen remains a very important product. We continue to actively support our customers with their bitumen needs — the only thing that is changing for customers is the source of manufacture. Investors should expect Z to continue to review all non-core elements of its operations on an ongoing basis as part of its commitment to an optimised core business, a simplified supply chain, efficient use of capital and cost reductions. Our finances Reducing costs Z supports the principle of converting Refining NZ to an import terminal cost-effectively and on a commercial basis, but with due care for its assets and respect for its people — a number of whom have served the company for many years. As refining capacity in New Zealand has reduced by 25 percent over the last 12 months due to Covid-19 demand disruptions, there are a range of commercial negotiations that need to be completed between the Refinery and its customers. While Z will support Refining NZ in the work that needs to be done, it will also bring a strong commercial perspective to ensuring this period of change is managed as efficiently and effectively as possible on behalf of our customers and investors. As both a shareholder and a customer of Refining NZ, Z supports the review process that Refining NZ has run to reach this point and will now push hard to ensure the changes that are so clearly needed are made safely and maximise value to customers and the country. Te arotahi ki ngā mākete matua Focusing on core markets As part of Z’s commitment to optimising its core business, non-core elements of our business will remain under review. Z’s core business is the management of its supply chain, the safe and efficient operation of its terminal, truck stop and retail service station assets, the delivery of fuel to commercial customers and fuel and convenience products to retail customers. Over the period, Z exited one non-core part of its operation — the delivery of marine fuel oil to vessels in Auckland Harbour via a barge, the Awanuia. The Awanuia has been a unique element of Z’s business since the company was formed over a decade ago. However, due to changes at Refining NZ, the production of marine fuel oil has become a discretionary activity. Within the overall business the earnings contribution from the Awanuia was modest and it represented a level of operational risk that required intensive management. The Awanuia and its crew has made an important contribution to maritime operations in New Zealand. Not only has it safely and conveniently refuelled cruise and cargo vessels for many years, but in 2011 it played a critical role in removing marine fuel oil from the grounded vessel, the MV Rena, off Tauranga, preventing a much bigger environmental catastrophe. Over the last year Z moved to an import-only supply of bitumen. The capability we have built in supply chain management gives Z valuable choices in how to meet customers’ bitumen demand. 7 1 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A Our assets Monetising scale WHAT MATTERS Tauhokotia te tauranga tukutuku A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 1 6 Commercialising Z’s terminal network Z operates the largest network of the most strategically important fuel storage assets in New Zealand. We own and operate more than 50 percent of New Zealand’s bulk fuel storage terminals, representing 191 million litres of storage, and have a fuel market share of approximately 40 percent. The safe, reliable operation of these bulk fuel storage terminals is critically important to the operation of the New Zealand economy. Despite the contribution of these core assets to the national economy, these fuel terminals have never generated a fair, appropriate commercial return for the capital that is committed to them. As we focus on optimising our core business and monetising our scale, that is now changing. Last year, the Government passed the Fuel Industry Act, with strong support from Z. The legislation flowed from the Commerce Commission market study of the New Zealand fuels sector which found there were opportunities for greater competition through companies making fuel available from bulk fuel terminals at a commercial wholesale price to others in the industry. Z has historically responded favourably to requests from competitors for access to bulk fuel on commercial terms, as this approach starts to ensure our terminal assets generate commercial returns. Historically the sharing of terminal assets has rewarded those who do not invest in terminals and led to inadequate returns from those who do. The Fuel Industry Act provides the impetus for Z to begin to unwind these historic industry arrangements to ensure our assets are fairly remunerated. Z is well-prepared for this change. We have taken the management of our terminals out of industry joint ventures and run them ourselves. In 2020, ahead of regulatory changes, we exited industry arrangements with our Nelson fuel terminal, which now sells fuel to any industry participants — distributors, commercial customers and competitors — on a commercial basis. This has been an effective pilot which gives us confidence for how we might progressively change the operation of other terminals. In March 2021, after careful consideration, Z confirmed it will take its tanks out of industry arrangements at the Port of Tauranga and operate them independently on a commercial basis. As New Zealand moves to a fuel import-only model, these fuel terminal assets are more important than ever to our country and to Z. As New Zealand moves to a fuel import-only model, these fuel terminal assets are more important than ever to our country and to Z. WHAT MATTERS He tirohanga matua ki te rārangi tukutuku A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 1 8 9 1 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A A snapshot of our supply chain While New Zealand’s transport fuel supply chain looks set to change significantly over the next two years, this is how our supply chain operated over a Covid-19-disrupted FY21. Fuel volumes from the previous year — FY20 — are provided to demonstrate the impact of Covid-19 on Z over FY21. 9.5million barrels Imported 9.5 million barrels of crude oil into Refining NZ, producing 1,566 million litres of finished petrol, diesel, aviation fuel and marine fuel oil FY21 1,694 million litres Provided 1,694 million litres of fuel to Commercial customers FY21 10million barrels Imported 10 million barrels of refined oil, including bitumen FY21 191.3 million litres Directly owns and operates 10 bulk fuel storage terminals with total storage of 191.3 million litres representing just over 40% of New Zealand tankage FY21 1,392 million litres Provided 1,392 million litres of fuel to Retail customers via 197 Z-branded and 133 Caltex-branded service stations FY21 Northland Awanui Taipā Waipapa Kaitaia 5 1 1 Kaikohe 15 15 Kerikeri Paihia Kawakawa 1 1 5 Whangarei Dargaville Marsden Point Ruawai Maungatūroto Kaiwaka Wellsford Helensville Warkworth Whangaparāoa Waiheke Island Auckland Waikato Whitianga Kopu Bay of Plenty Whangamata Waihi 2 2 Katikati Morrinsville Waharoa Matamata 3 Tauranga Papamoa Te Puke 1 1 Tīrau Edgecumbe Putaruru Whakatāne Awakeri Ōpōtiki 70 Pukekohe Waiuku Clevedon Bombay 6 Maramarua Ngatea 1 1 Paeroa Pokeno Huntly Te Aroha Taupiri Ngāruawāhia Hamilton 16 Cambridge Ōtorohanga 3 3 Taranaki Waitara New Plymouth 7 Pungarehu Rāhotu Opunake Kapuni Inglewood Stratford Kaponga Eltham Hāwera Waverley Tokoroa Rotorua Te Kuiti Kinleith Piopio Galatea Kāingaroa Murupara Reporoa Taupō 7 Tūrangi Raetihi Waiouru 3 Hastings 11 Havelock North Whanganui Manawatū & Whanganui Sanson Hunterville Marton Waipukurau Matamau Dannevirke Feilding 13 Palmerston North Woodville Pahiatua Shannon Levin Ōtaki Paraparaumu 4 Masterton Pāuatahanui Porirua 23 Wellington Carterton Greytown Featherston 3 Gisborne Wairoa 3 Gisborne & Hawke’s Bay 94 94 Te Anau Mossburn 6 6 Wānaka Cromwell Queenstown Clyde 4 Alexandra Riversdale 6 6 Gore Winton 98 98 Mataura Wyndham Invercargill 5 Bluff Wellington Southland Key Biodiesel plant Depot Imported crude Pipeline Refinery 1 Service Station Terminal — Z owned Terminal — jointly owned Truck Stop Marlborough Nelson & Tasman Takaka 60 60 Motueka Wakefield Rai Valley Nelson 7 Richmond 6 6 5 Linkwater Picton 1 1 Blenheim 6 6 63 63 Westport Murchison West Coast 6 6 7 7 1 1 Kaikōura Greymouth 4 Hokitika Hanmer Springs 7 7 Culverden Cheviot 1 1 Arthur's Pass 73 73 Springfield Amberley Oxford Rangiora Waikuku Kirwee Darfield Burnham Leeston 1 1 Kaiapoi 27 Lincoln Christchurch Tai Tapu Little River Southbridge Ashburton Methven Mayfield Geraldine Winchester 10 Temuka Timaru Canterbury 6 6 Tekapo 8 8 Fairlie 8 8 Cave Pleasant Point 83 83 Kurow 1 1 Waimate 82 82 85 85 Ranfurly Ōamaru Alma 4 1 1 8 8 Palmerston Outram 7 Mosgiel Dunedin Milton Otago 8 8 8 8 1 1 270 million litres Provided 270 million litres of aviation fuel FY21 120 million litres Provided 120 million litres of bitumen FY21 151 Sold fuel through a network of 151 truck stops across New Zealand FY21 116 million litres Sold 116 million litres of fuel directly from our bulk fuel terminals FY21 2.7 million litres Imported and sold 2,712,840 litres of biofuels FY21 WHAT MATTERS Tapatahi ana te tukutuku ki ngā kiritaki A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 2 0 Consistent delivery for Commercial customers The sector that has most driven this growth and supported the early stages of New Zealand’s economic recovery is primary production — agriculture, horticulture and forestry. Z expects further growth opportunities for the Commercial business as many of the infrastructure projects funded as a part of the Covid-19 stimulus package — for example roading and construction projects — kick off in 2021. Z has been disciplined in its approach to its Commercial customer portfolio over the last year as it has had to apportion its fixed cost base over reduced fuel volumes at times. Z has put effort into communicating frequently and transparently with its customers over this period and in ensuring all of its customers were clear on how to access Covid-19 financial support and government assistance if it was required. While many businesses have been impacted by Covid-19, Z also observes an underlying resilience across our Commercial customers — through sales and payment terms, for example — as we work together on New Zealand’s economic recovery. FY21 was a year in which Z clearly demonstrated the unrivalled value of its Commercial customer offer — particularly the convenience of its national truck stop network, the efficiency of its supply assets and logistics and the convenience of a single fuel card system for use across all Caltex and Z-branded retail sites and truck stops. The Commercial team has grown volume and delivered clear customer value — all within a context of rising levels of competition. We have started to drive more value from the scale of our network and have continued to optimise Commercial operations, including exiting the marine fuel barge operation and the domestic production of bitumen at Refining NZ, and now importing finished bitumen. There is more progress to be made on delivering a fully optimised Commercial business over the next two years. As the New Zealand fuel industry goes through a period of significant change, we see further opportunities to add value for our customers, including through direct terminal gate supply at more locations for some Commercial customers. Commercial customers and climate change Z has never stopped seeking ways to support our Commercial customers in reducing their own carbon emissions. While electrification promises the ability to begin to decarbonise New Zealand’s light passenger vehicle fleet, for many large Commercial customers with trucks and heavy machinery to run, the options are limited. Over the last year Z has provided lower emissions biodiesel to core Commercial customers in the Auckland region that want to cut their emissions. Through our Highbrook truck stop we have supplied imported biodiesel as well as biodiesel that we had manufactured through our Z has focused tightly on consistent delivery for its Commercial customers over the last year. Security of fuel supply was vital to the ongoing operation of the economy over FY21 and, in the first half of the year in particular, Z worked tirelessly to ensure the national fuel supply chain was uninterrupted by Covid-19. Z’s Commercial customer portfolio and the truck stop infrastructure assets that support large sectors of it is a core part of our business. Over the last year Commercial fuel volumes were seriously disrupted through the Covid-19 lockdowns and steps through various alert levels, with overall Commercial volume down 70 percent during the height of the national lockdown. Over this period, Z’s Commercial team has focused on delivering the basics: retaining Commercial businesses, growing some accounts and providing security of supply during a highly uncertain period. As the New Zealand economy recovered from the impacts of Covid-19 faster than many expected in the second half of the 2020 calendar year, Z has been well-positioned to fuel this growth. Our place in New Zealand Our environment 1 2 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A We are committed to continuing to champion and celebrate small businesses and to keep them moving. Since 2019, we’ve seen more and more Kiwi businesses sign up to Z Business Plus, with more SME customers with Z than before Covid-19. We also made hundreds of phone calls to check on our small business customers’ wellbeing and discuss how we could further support them. We are committed to continuing to champion and celebrate small businesses and to keep them moving. We’re continuing to listen to our SME customers and understand their needs, and to evolve our offering to better suit them — across both digital and physical experiences. In 2020, small businesses were hit hard by Covid-19 — what mattered to them and their worlds changed very quickly. To help, we put together a package to support small business customers including increasing discounts, extending credit terms and removing account fees through lockdown. We also launched our online Z Business Hub to provide access to tools, resources and support materials and ran a webinar for customers on how to look after themselves and their businesses during a crisis. Te Kora Hou biodiesel plant before Z was forced to place it in hibernation due to challenging economics (see page 22). With the Government’s announcement in January 2021 that, subject to consultation, it intends to introduce a biofuel mandate for all fuel sellers in New Zealand, Z will likely face new choices around the future of its Te Kora Hou biodiesel plant and how to begin supplying a range of biofuels at scale for both our Commercial and Retail customers. Focusing on small and medium-sized business Small business is the heart of the New Zealand economy and they are leading New Zealand’s post-Covid-19 economic recovery, with small business jobs in December 6.4 percent higher than prior to the March 2020 lockdown, according to data from our business partner, Xero. Supporting our small and medium enterprises (SMEs) is an area of focus for Z. Our research has determined that SMEs primarily value ease and efficiency in running their businesses. In 2019, we launched Z Business Plus, our fuel card product designed with the needs of Kiwi small businesses in mind. Combined with the depth of our Retail and Commercial network, we have a compelling offer that makes life as simple as possible for busy small businesses. Prime Minister Jacinda Ardern and Z’s Biodiesel Plant Operations Manager Wayne Reid at Z’s Te Kora Hou biodiesel plant, January 2021. (Phil Walter via Getty Images) 3 2 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A WHAT MATTERS He rangahau: Te Kora Hou o Z A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 2 2 Case study: Z’s Te Kora Hou biodiesel plant Being at the leading edge of sustainability initiatives can be hard. No truer has this been than with Z’s commitment to biodiesel production in New Zealand. Z has actively developed the country’s only commercial-scale biodiesel production plant, which can produce 20 million litres of pure, high-quality biodiesel per annum. Blended at 5 percent into conventional mineral diesel, this volume can see 400 million litres of diesel converted into a ‘B5’ biodiesel blend. Using a B5 blend will enable diesel motorists to cut their emissions by 4 percent, saving 37,000 tonnes of CO2e per year. Te Kora Hou — meaning ‘the spark’ — was developed, planned and then built at a cost of $50 million between 2010 and 2018. It can use inedible waste tallow to produce a high-quality biodiesel that exceeds all of New Zealand’s fuel specifications. It was the first plant of its kind built anywhere in the world without any form of government support — either a subsidy or a mandate requiring fuel sellers to sell a biodiesel blend. The plant was widely welcomed by our large trucking customers who wanted to reduce their emissions and use a more climate-friendly fuel. Then, relatively quickly, the price of tallow increased by nearly 50 percent — driven by demand from countries with existing biofuel subsidies — and the price of crude oil halved. All of sudden, the economics of this plant did not work without government policy to support it. In 2020, we took the hard decision as part of our commitment to discipline in cost management to put the plant into hibernation, regrettably leading to 12 redundancies at the plant. Despite this setback, we continued to advocate for government policy that would enable all motorists to use biofuels and cut their emissions. What the New Zealand Climate Change Commission’s draft carbon budget on 31 January 2021 found is that we need to use all the tools available to us in order to cut emissions from across the economy, and that biofuels have an important role to play. In January 2021, at our Te Kora Hou plant, the Government announced its intention to introduce a biofuels mandate for New Zealand. This is sensible and much-needed policy that is common in other parts of the world and the detail around introducing a biofuels mandate is, at the time of publication, currently being consulted on. While the detail is yet to be worked out, and final commitments made, Z’s view is it will likely involve all fuel sellers having to sell biofuel blends and will likely involve all major fuel suppliers having to source and import biofuel products until domestic options are available. This will ensure a fair competitive market and will possibly involve Z selling biodiesel from its Te Kora Hou plant to competitors. It is likely Z will have to import biofuels to meet a mandate across all fuel types. Again, Z has the national fuel supply network at sufficient scale to achieve this. Over 2021 we are likely to be significantly increasing the volume of biofuels that New Zealand will need to materially cut emissions and combat climate change. Our assets Z ENERGY LIMITED AND SUBSIDIARIES YEAR END REPORT 31 MARCH 2021 WHAT MATTERS Kia tere ake, kia koi ake mō te kiritaki A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 2 4 A quicker, competitive retail experience Z’s Retail network is the most visible core of our business; it is also the part of our business that most people experience regularly. Our Retail operations across both the Caltex and Z-branded networks are at the heart of most Kiwi communities. Over FY21 we took some decisions around the Z Retail offer and which sites best fit within each brand. For example, we transferred three Caltex-branded sites to the Z brand and offer. This is part of optimising our Retail network and having the right customer offers in the right place. We also stopped the Z forecourt concierge offer due to shifting customer preferences and an opportunity to reduce onsite costs. We will continue to focus on opportunities for shifting offers between the two brands over the coming 12 months, as well as continuing to develop and implement loyalty offers that are increasingly tailored to customers’ specific needs. Covid-19 and keeping our communities safe Z’s role in communities across New Zealand was critically important in managing the response to Covid-19 over FY21 — particularly during the national lockdown and the subsequent Auckland lockdowns. Z’s grocery and convenience store products played a vital role in providing Kiwi with the goods they needed during lockdown — milk, bread and, yes, toilet paper — in a simple, easy and safe way. With a greater focus on shopping local, sales of convenience store staple goods are up 3.5 percent year-on-year. We were able to rapidly deploy the Covid-19 safety infrastructure needed across all of our sites — Perspex screens, signage, staff PPE — and to manage customers in a socially distanced way. Z has contactless payments available across all of its retail sites, providing a safe shopping experience for essential goods and services. We are hugely proud of our Retailers and their teams who were immediately designated as essential workers. During a highly uncertain time, our people served their fellow Kiwi with courage and compassion. With what mattered to our communities switching very quickly to safety and the basics, over the year there was a switch away from healthier, fresh food sales to more traditional ‘comfort’ foods, like pies. Z’s plans for the continued development of its fresh, healthy food range, alongside its existing and much-valued current offer, were disrupted by Covid-19 but will resume again over the next 12 months. Delivering safety and speed with digital While safety and security mattered more than ever for Kiwi across the country last year, very quickly the focus also swung back to speed and convenience. One of the areas of focus for the retail and technology teams in Z has been to listen to our customers’ feedback and then deliver solutions quickly. One way of combining both safety and speed in a new offer lay in harnessing the digital capabilities that Z has invested in over previous years. And so ‘Pay in App’ was born. Using the Z App across our 197 Z-branded retail service station sites, customers can now, once they have registered, simply drive into a service station and: • Use ‘Pay in App’ by selecting the Pump and confirming their already registered car and fuel grade profile, then confirm or select the payment method and fill amount, and fill up and go. This puts the control back into our customers’ hands. And additionally; • Use ‘Pay by Plate’ at 63 of these service stations, by simply driving in and being greeted on the digital screen on the pump; then fill up and leave with payment already taken care of. Our digital camera technology on site recognises the car’s number plate, and simply charges the customer’s preferred payment method once they have filled up. Pay in App is the ultimate in ease, speed, and convenience, and over the last quarter of the year we have been actively promoting it to customers. Since launching in November 2020, Pay in App experienced customer sign-up growth of more than 40 percent in the first two months, and the active customer base has already doubled. The Z Pay in App was born from combining the best of our Caltex pay-in-app experience launched in April 2020 and our previous Fastlane trial; demonstrating Z’s commitment to experimenting, building, and evolving innovative offers that meet customers’ needs in a highly functional and delightful way. Doing away with the queue Over 2020, following the national lockdown and periods of social distancing due to Covid-19, we’ve noticed a greater reluctance from Kiwi to queue. Again, by listening to what our customers were telling us, through Covid-19 we’ve been able to effectively promote our app-based coffee offer. Through the Z App customers can pre-order coffee, and a range of other hot and chilled beverages, while approaching a retail site, prepay for it through the app and simply collect and go. This is proving an increasingly popular offer with sales via the app increasing rapidly over FY21 to more than 15 percent of Z drink sales, and revenue more than doubling on a monthly basis over the last 12 months. The Sharetank advantage Z continues to evolve its Sharetank offer to deliver ever more customer benefit. Over FY22, Z will also begin to promote and market the advantages of New Zealand’s only virtual fuel tank. Sharetank is a highly innovative digital offer that enables fuel sharing while ensuring a very competitive price. It allows customers to pre-purchase litres of fuel to redeem at a later date and share their balance with up to five friends, whānau or colleagues, all within the Z App. 5 2 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A Our capabilities Our place in New Zealand Across 63 Z-branded retail service sites, customers can now simply drive in, fill up, and leave with payment already taken care of in the Z App. Customers can purchase up to 12,000 litres of fuel in a rolling 12-month period, buying at the lowest Z-offered price in a 30km range of their location and storing them in their virtual tank in the Z App. These litres can be exchanged for real fuel when the customer needs it at any one of 197 participating Z sites across the country, and we’ll let them know if the price at that site is lower so they can choose whether to save their Sharetank litres for another day. When a customer or anyone in their group is ready to fill up with fuel for real, they just fill their tank and pay using their Sharetank balance. All it takes is a simple scan of the Z App at a participating Z station. In a new development, Z launched a retail electricity customer pilot offer — Z Electric, see page 27 — that rewards customers with free fuel litres via Sharetank. This is an example of effectively integrating multiple customer offers with digital technology. We believe Z is the only fuel retailer in the world that allows customers to earn ongoing fuel rewards (via Z Electric) that are automatically deposited into a customer’s virtual fuel tank (Sharetank) and can then be effortlessly redeemed via our no-touch payment method (Pay in App). Customers can even choose to offset their purchases and rewards through permanent New Zealand forests. Offsetting our carbon emissions at retail sites Our customers tell us they are concerned about climate change but don’t know what they can do at an individual level to help. So in February 2020 Z launched Carbon Count on the Z App — a digital service that automatically calculates the carbon footprint of the fuel you buy, giving you the choice to offset part or all of those emissions through Permanent Forests NZ Limited. This is a unique offer in the market that provides retail customers with the opportunity to act to combat climate change every time they fill up. This further demonstrates the opportunities for distinctive customer engagement through our investment in digital capability. With the Climate Change Commission’s publication of its initial draft carbon budget in January 2021, focus looks set to increase sharply on what we can all contribute to meet New Zealand’s climate change commitments. Z will increasingly market this offer to customers in FY22. Our new digital capabilities All of these offers represent the evolution of our focus on customer experience (CX) and digital capabilities. We have now baked our CX and digital capabilities into our business and have been able to end our reliance on digital and CX contract resources as part of our commitment to cost reductions. Z now has a unique digital and CX capability across the company that lies at the heart of our customer strategy. We will continue to use these capabilities to delight our customers with new products, offers and services over the next 12 months. 01 02 03 Tā tātou whakataunga tūtanga What we choose to stand for O u r s t a n d s 2 6 Our aspirations in these Stands can have the greatest impact on the following 10 UN Sustainable Development Goals: Z has always elected to publicly stand for the things we believe are most important to our customers, communities, investors and people. We call these things our ‘Stands’ and they are the areas in which we seek to make a distinctive contribution. With the challenges posed by climate change and Covid-19, and with global concern continuing to mount over issues of racial and gender equality in particular, these four Stands have never been more relevant, important and urgent across our stakeholder universe than in FY21. Z’s assessment of materiality that underpins this report confirms that what we are choosing to stand for are the things that genuinely matter most. Environmental sustainability Z will move from being a part of the climate change problem to the heart of the solution Community A resilient and healthy Aotearoa New Zealand that empowers our youth, neighbourhoods and Z whānau Diversity and inclusion Being successful being ourselves and reflecting Aotearoa New Zealand Safety and wellbeing Enhancing the lives of our people and communities. This report has already canvassed a range of developments and initiatives underway in our business to advance these four Stands. The following section of this report covers some of our more detailed and specific reporting against them. 7 2 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A Te tiaki taiao Environmental sustainability Z stands for an environmentally sustainable New Zealand that is an example to the rest of the world and an inspiration to Kiwi. We will move from being a part of the climate change problem to the heart of the solution. The fuels we sell and which our customers use produce approximately 10 percent of New Zealand’s greenhouse gas emissions. As a company we have always been committed to helping lead New Zealand towards a low emissions future and have experimented in adjacent technologies. We were the first fuel company to introduce an EV charger at a retail service station, we have built a biodiesel production plant, invested in a ride-sharing service, offset all of our operational emissions and have introduced multiple sustainability initiatives covering waste and energy consumption. We have led discussion on important issues, contributing to industry research on biofuels, hydrogen and electric mobility as reflected in our submission to the Climate Change Commission’s Draft Recommendations; https://z.co.nz/assets/Uploads/Z-Energy- submission-to-the-Climate-Change- Commission-March-2021-FINAL.pdf Cutting emissions gets hard once the relatively simple emissions reductions opportunities have been completed and, despite what people say, not many want to pay any more for cleaner energy alternatives. However, we have not executed some of our early initiatives as well as we would have liked and we must and will do better. We remain committed to Z moving to the heart of the climate change solution. Over FY21 the issue of climate change became increasingly important for our investors, Government, customers and our own people. Our strategy remains focused on optimising our core business and transitioning to a low carbon future. How we are tracking on our targets Further to Z’s sustainability policy, in FY17 Z set a range of sustainability stretch targets and areas of focus for our business. FY21 marked the end of the target period, so the table on the next page maps how we have progressed against our commitments. We have made very good progress in most areas, though significantly reducing operational carbon emissions has been particularly challenging and, while we have made material reductions, we have not delivered against the target we set for ourselves. This is an area in which many businesses across New Zealand are currently struggling. While complex, Z is committed to reducing its own operational emissions in line with the Paris Agreement to limit warming to 1.5 degrees Celsius above pre-industrial levels. For Z, this translates to a revised target of 42 percent reduction in operational emissions over FY20–FY30. Supporting this commitment will be new climate-related metrics and targets focused on reducing the carbon impact of the energy products Z sells. This will be determined in FY22. Our environment Introducing Z Electric The biggest advantage that New Zealand has in combating climate change is that approximately 85 percent of its electricity comes from renewable sources. As a result, approximately 4 percent of New Zealand’s total emissions comes from electricity compared to approximately 19 percent from transport. As New Zealand seeks to maximise the use of renewable electricity across our economy, Z is also committed to using its digital and customer experience capabilities, and its large customer base, to trial opportunities to enter the electricity market. In 2018, Z purchased a 70 percent share in the wholesale spot market electricity retailer Flick Electric. Flick is a modern, progressive, tech-savvy electricity company and Z’s shareholding has taught us a lot about the opportunities of widespread electrification and the challenges also facing this market. In March 2021, Z announced the creation of Z Electric. Using the Flick systems and processes, Z now has a distinctive, fully Z-branded electricity offer in the market. We will offer competitive electricity prices and provide our current customers with new digitally enabled offers that bundle together their fuel and electricity requirements. One of the products developed at the launch of Z Electric is the opportunity to reward customers with bonus fuel litres for their electricity spend through the use of Sharetank in the Z App, which can then be offset easily using Z’s Carbon Count feature also in the Z App. Diversifying into a branded electricity offer will enable Z to understand the customer loyalty benefits and value arising from moving into cleaner, more sustainable energy markets — all at very little operational cost. WHAT WE STAND FOR A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 2 8 How we are tracking on our targets We must act in order to make good on what we stand for. Our sustainability goals and targets were developed using the UN Sustainable Development Goals as a framework. Three outcomes were set to lead us on a pathway to contribute authentically to the welfare of New Zealand’s natural environment and its people by the end of FY21. In addition, recognising our size and scale in New Zealand, our goals and targets cover Z’s operations as well as those of our key suppliers. The table below outlines our progress against these goals, with targets to be reset during FY22. Outcome Progress Use less and waste less in our operations Status Reduce carbon emissions We have reduced our carbon emissions by 18 percent since FY17 against a target of 30 percent by FY21. Each year we voluntarily offset the emissions we cannot avoid in permanent New Zealand forests (see local permanent forests below). Reduce waste Our commitment is to reduce waste to landfill year-on-year from our operations (offices, terminals and Z retail sites) continuing to move towards being zero-waste. Waste to landfill is 19 percent below last year. We aim to use water as efficiently as possible, and this year have started the installation of permanent water tanks to supply car washes in the water-constrained Auckland region, estimated to save 12 million litres of water a year once completed. Over 32.5 million litres of water were recycled through existing Z car wash infrastructure this year. Reduce retail electricity We are currently 2 percent below our 2012 baseline, and have reduced retail electricity 5 percent year-on-year since FY18, with a focus on efficiency. Make purchasing decisions that support sustainability Supply chain Z’s Supplier Code of Conduct is embedded in all of Z’s Standard Supplier Agreements outlining minimum standards and expectations on ethical, social and environmental business practices. It was updated in July 2020 to reflect regulatory changes, for example, the Zero Carbon Amendment Act, Australian Modern Slavery Act and Z’s refreshed Safety & Wellbeing Stand. All suppliers must confirm compliance with the Code on an annual basis. Customers reduce fossil fuel use While the biodiesel plant was hibernated in FY21, Z continued to offer support to commercial customers who are committed to reducing their carbon emissions and impact on air pollution. Z biodiesel, a B5 blend, is now also available at the Z Highbrook truck stop in Auckland to all Z Business cardholders. Lower carbon products and services Our investment in climate positive car-sharing company Mevo continues. Our staff use Mevo for business trips in Wellington, with 1 tonne CO2-e offset from Z business trips. There was a 65 percent reduction in business travel over FY21, largely due to Covid-19. The launch of Z Electric represents the next step in Z’s low carbon business transition. Enable others to reduce their impact Customers experience emerging transport technologies Z’s EV chargers continue to grow in popularity with 14,132 charges in the past year, saving over 138 tonnes of CO2-e. Carbon offsets Carbon Count was launched in February 2020, allowing any driver in New Zealand to view and choose to offset their emissions from their fuel use through the Z App. Partnerships for a low emission economy Local permanent forests Policy and leadership We’ve been proud to partner with Trees That Count since 2017, funding 56,698 new native trees and supporting 64 planting communities leading to better biodiversity, cleaner waterways and better physical and mental health for our New Zealand communities. Z has partnered with Permanent Forests NZ Limited to ensure that all voluntary offsets are locked in long-lived forest carbon sinks in New Zealand that both address the climate crisis and restore local landscapes. A total of 160,465 tonnes CO2-e has been offset in permanent forests since FY17. We continue to advocate and lead for the development of policy that moves New Zealand to a low-emissions economy and recently advocated for more ambitious targets on biofuels in response to the Climate Change Commission Draft Recommendations. Through our membership with the Climate Leaders Coalition, Sustainable Business Council and Sustainable Business Network, we take a leadership position to inspire and enable Kiwi to take action and reduce their environmental impact. Key We’re on track and doing well We’ve made some good progress but we need to do more We’re off track and need to do more Note: Full details can be found at https://z.co.nz/about-z/what-matters/sustainability 9 2 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A Z is committed to reducing its own operational emissions in line with the Paris Agreement to limit warming to 1.5 degrees Celsius above pre-industrial levels. WHAT WE STAND FOR A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 3 0 Greenhouse gas emissions — tonnes CO2-e Site waste data 1 3 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A Scope 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 Total operational emissions2,3 % change from FY17 Scope 3 — Share of refinery Base Year (FY17) 3,907 4,045 3,339 34,247 45,250 – FY18 3,853 4,223 3,875 31,041 42,992 -6% FY19 3,837 4,195 4,495 29,303 40,704 -10% FY201 4,127 3,371 3,369 29,785 39,605 -12% 634,848 618,483 555,892 520,708 Scope 3 — International supply chain (rest of supply) 807,542 983,939 902,215 1,031,309 FY21 3,398 3,191 2,434 29,017 37,149 -18% 475,255 852,236 Scope 3 — Z product emissions from our customers 9,488,277 10,330,585 10,459,104 9,990,103 8,039,840 Total emissions 10,976,205 11,975,999 11,958,268 11,582,773 9,405,371 1 There has been a restatement to ‘FY20 Scope 3 — Z product emissions from our customers’ and, therefore also ‘FY20 Total emissions’ due to MfE 2019-corrected emissions factors for aviation fuel and aviation gasoline. 2 Total operational emissions excludes emissions from line losses and upstream electricity, which are included in the sum totals above for Scope 3 — Z offices and Retail sites and New Zealand Supply Chain. In FY21, emissions from air travel were amended to include radiative forcing from the reporting year FY20, therefore there is a minor restatement to FY20 operational emissions. 3 Total operational emissions intensity has decreased by 3 percent from FY17 per litre of fuel sold. Emissions are reported in tonnes of carbon dioxide equivalent (tonnes CO2-e), which, in line with the GHG Protocol Corporate Standard, includes the three main greenhouse gases: carbon dioxide, methane and nitrous oxide. MfE Emissions Factors are used in all cases where available for data sets. A full greenhouse gas inventory is available to view at https://z.co.nz/about-z/what-matters/sustainability/ KPMG have provided an unmodified reasonable assurance opinion as to whether Z’s Greenhouse Gas statement has, in all material respects, been prepared in accordance with the Greenhouse Gas Protocol’s Corporate Standard requirements for the period 1 April 2020–31 March 2021. By far the biggest area of waste generation in our business is through our retail operations. However, we also aim to reduce waste across our corporate sites, including offices and terminals. Here is how our site waste tracked over FY21 (acknowledging significant disruption due to Covid-19 lockdowns). Waste by composition, in metric tons (t) Waste composition Retail sites Corporate sites Total waste Total waste generated Waste diverted from disposal Waste directed to disposal 4,286t 84t 4,370t 2,782t 26t 2,809t Waste diverted from disposal by recovery operation, in metric tons (t) Retail sites Corporate sites 1,642t 371t 769t 13t 4t 9t Non-hazardous waste Recycled cardboard & paper Recycled composting & organics Recycled plastic, cans & glass Total waste diverted, in metric tons (t) Hazardous waste1, in metric tons (t) Landfill Total hazardous waste 1 Hazardous waste comprises mainly soil and spill from site remediation works such as fuel tank replacements. The material is safely disposed of in licensed waste facilities. All waste is disposed of via landfill or recycled offsite. There are no waste incineration facilities used. Waste data is based on a combination of actual and estimated weights reported by our waste management providers. Where no data was provided for a site an uplift has been applied. 1,504t 57t 1,561t Total 1,656t 375t 778t 2,809t Total 2,468t 2,468t A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 3 2 WHAT WE STAND FOR Pūrongo TCFD tau tuarua TCFD Report year two 3 3 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A Climate change presents many risks to businesses around the world, including financial risks related to future earnings and the value of assets. It is a material issue for Z. The products that Z sells represent approximately 10 percent of New Zealand’s emissions and Z has been in existence during a decade in which New Zealand’s emissions from the transport sector have increased. In line with our integrated reporting approach, last year Z adopted the TCFD Framework to begin to further assess the business’s climate-related risks and opportunities. Climate-related financial risks require an integrated business approach to mitigate and manage now and into the future. A four-year roadmap (see page 33) set Z on a path towards fully understanding and disclosing our climate-related risks and opportunities to provide transparency of the most material climate-related financial impacts. This approach aligns Z with the Government’s recommendation to introduce mandatory climate-related financial disclosures by 2023. It also enables Z to incorporate the Climate Change Commission’s carbon budget advice to set New Zealand on a path to net-zero by 2050. Z’s focus in FY21 was to assess and understand the business’s material climate change risks and opportunities so that guidance can be provided on how to control for, mitigate or adapt to these risks. A series of cross-functional internal workshops and analysis supported by external advisors informed this work. The outcome is a better understanding of Z’s physical and transitional risks and opportunities based on two different climate scenarios. The workshops considered the risks and opportunities in the short term (2020–2025), medium term (2025–2040) and long term (2040–2060). Our four-year TCFD roadmap FY20 FY21 FY22 FY23 Governance • Gap analysis completed • Internal alignment achieved • Board approval Strategy • BEC Scenarios used to • Scenarios expanded • Climate scenario inform strategy Risk Management • Approach to climate risk management documented to include a 2 degrees Celsius and one other comparison scenario analyses integrated into financial modelling and informs strategy • Qualitative risk assessments identified physical and transitional climate-related risks • Climate risks integrated into risk management processes • Climate-related risks and management process reviewed for effectiveness • Quality assurance of climate risk management and financial disclosures • Climate-related risks and opportunities quantified, and financial impacts identified Metrics and Targets • Carbon targets integrated into business planning • Climate-metrics and targets under review and agreed Key Note: TCFD Index can be found on pages 127–128. Complete In progress Planned A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 3 4 WHAT WE STAND FOR TCFD Report year two, continued Climate scenarios Last year, Z started to use the Business Energy Council (BEC) 2060 scenarios (Kea and Tūī) for long-term planning. These scenarios, combined with the latest climate projections provided by the Intergovernmental Panel on Climate Change (IPCC) and local New Zealand data, were used to assess Z’s climate-related risks and opportunities in line with different temperature scenarios, including a below 2 degrees Celsius scenario. In the ‘Rapid Transition’ scenario, climate change is recognised by society as the most important priority and New Zealand transforms itself rapidly into a low-emissions economy to meet net-zero targets. In the ‘Slow Transition’ scenario, climate change is recognised as one of many competing social and environmental priorities and emissions peak by 2040 before beginning to decline. BEC scenarios On 31 January 2021, the Climate Change Commission (CCC) released their Draft Advice to put New Zealand on the path to meeting its 2050 targets under the Climate Change Response (Zero Carbon) Act. The CCC’s advice calls for a rapid decline in emissions from transport, with a fall of 47 percent from 2018 to 2035. This includes an import ban on internal combustion engines for light vehicles in the early 2030s, continued tax increases on fossil fuels combined with encouragement for active transport and mode shift. This would result in very steep declines in fossil fuel demand post 2030. Z has since mapped the CCC ‘Our path’ forecasts (the grey line in the graph to the right) to the two BEC scenarios (Tūī and Kea) that Z has been using for long-term planning. Given the CCC’s advice is still in draft stage, it is more indicative than exact, but clearly shows that the CCC’s forecasts are consistent with the Kea scenario, and therefore within Z’s previous long-term demand forecasts. Rapid transition New Zealand aggressively transforms itself into a low-emissions economy to meet net-zero targets. There has been a global transition to a low-emissions economy and the Paris Agreement has been implemented. Global warming is well below 2 degrees Celsius over the next century. Reference scenarios include: • BEC2060 Kea scenario • IPCC RCP 2.6 • MfE Climate Change projections for New Zealand, 2nd edition and supporting regional documentation from NIWA Slow transition Climate change is recognised as one of many priorities. New Zealand leverages its traditional comparative economic advantages to generate wealth and does not transform its economy. Emissions peak by 2040 and then begin to decline as the world begins to appreciate the impacts of climate change. Global economies have failed to curb emissions over the medium term, resulting in warming of 3 degrees Celsius or more by 2100. Reference scenarios include: • BEC2060 Tūī scenario • IPCC RCP 4.5 • MfE Climate Change projections for New Zealand, 2nd edition and supporting regional documentation from NIWA Z has commissioned further modelling to undertake sensitivity analysis and test the scenarios. Following this, Z will then complete the quantification of its own House View, with the expectation it will not materially differ from the CCC pathway. Like all scenario planning, these scenarios are not predictions of the future. Nor are they created as desirable Transport fuel emissions Kt CO2-e or undesirable outcomes. The scenarios simply allow the testing of Z’s plans and current positions. The likelihood is that the future may sit somewhere between the two scenarios, but they allow us to explore what is possible to help influence how we plan for the future and what we do now. Kt CO2-e 20,000 18,000 16,000 14,000 12,000 10,000 8,000 6,000 4,000 2,000 0 5 1 0 2 Year 0 2 0 2 5 2 0 2 0 3 0 2 5 3 0 2 0 4 0 2 Projected transport fuel emissions (in kilo-tonnes of carbon dioxide equivalent) under Kea, Tūī and Climate Change Commission ‘Our path’ scenarios. 5 3 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A 2020 qualitative analysis of Z’s climate-related risks and opportunities Physical Risk Cause Transitional Temperature Precipitation Wind Climate Sea level rise Markets Policy/Legal Technology Reputation Risk Consequence • Social • Workforce safety and wellbeing • Corporate • Increased operating costs (water and cooling) • Increased environmental regulation and compliance costs • Increased insurance premiums • Operations • Asset damage and maintenance costs • Supply disruption • Increased reliance on third-party infrastructure mitigation • Potential expansion of biodiesel delivery areas • Ability to leverage scale to reduce supply disruption • Partner with third-party asset owners to mitigate shared infrastructure risks Opportunity • Operations • Reduced performance of assets • Corporate • Increased cost of capital • Increased operational costs due to higher carbon price • Increased litigation, regulation and compliance costs • Re-pricing of asset values • Reduced revenue through diminished demand for product • Social • Reduced employee wellbeing • Reduced talent attraction and retention • Inability to provide products that meet customer expectations • Invest in low carbon • Leverage Z’s products and services • Reduce exposure to compliance and regulation costs distributed footprint across NZ • Optimise strategic asset planning • Attract talent through proactive approach to a low carbon transition • Enhance customer experience through low carbon offerings Business Response Tūī CCC Kea • Carry out risk assessment findings integrated into business unit strategic and financial planning • Perform quantitative analysis of high-risk locations determined by site value and physical risk exposure • Develop and agree an engagement plan with third-party asset owners • Strengthen balance sheet and pay down debt • Deliver additional cash flow through exiting crude oil supply • Develop alternative, low carbon revenue streams • Reduce operational emissions and exposure to carbon costs whilst providing options for customers to do the same • Build capabilities • Provide transparent ESG Reporting A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 3 6 WHAT WE STAND FOR TCFD Report year two, continued Physical risks and opportunities Z’s physical assets, including terminals, pipelines, truck stops and retail sites, were assessed against a range of projected changes to New Zealand’s climate in the year 2040 (the mid-point in line with BEC’s 2060 Energy Scenarios). Both acute (floods, heatwaves) and chronic (changing rainfall patterns, rising sea level) physical impacts were considered. The key climate-related risk causes to Z’s assets were identified as changing rainfall patterns, increased frequency and severity of droughts, and rising sea levels. Z’s Enterprise Risk Management framework was used to assess the materiality of each risk identified. Material risks are shown in the infographic on the preceding page. Many of the risks identified are not new and now occur in the short term (for example, storm events causing shipping disruptions and increased demurrage costs). However, the likelihood of these events occurring are currently low. Increased likelihood of occurrence in the medium term (by 2040) and in the long term (by 2060) creates a need to integrate the risk assessment findings into long-term asset planning. The next steps for Z are to integrate these findings with those of the value-based Natural Hazard Exposure Review completed in FY21. This review provided an analysis of Z’s assets’ exposure to climate-related hazards (wind, storm, lightning, floods, wildfire, hail, tornado and storm surge) and non-climate-related hazards (earthquake and tsunami) using Munich Re’s Natural Hazard database ‘Nathan’ and Swiss Re CatNet for current climate conditions. The review was limited in its usefulness for predicting future climate risks, however it did identify flooding events as causing the highest climate-related risk of damage to Z’s assets. The underlying data from the physical scenario analysis and Natural Hazard Exposure Review will be used to determine those high-risk locations by site value and physical risk exposure in FY22. This will enable Z’s long-term asset plans to be updated to account for climate risk. Common to all of Z’s supply chain elements was the increased reliance on third-party infrastructure being adequately maintained and mitigated against projected climate change impacts. The roading network, stormwater systems and port wharfs are the third-party-owned assets most critical to Z’s operations, and highlight the need and opportunity to work in partnership with others to reduce the burden of long-term climate-related risks. Transitional risks and opportunities Transitional risks are caused by policy, legal, technology and market changes occurring in the transition to a low carbon economy. Depending on the nature, speed and focus of these changes, transitional impacts may pose varying levels of corporate, operational and social risk or opportunity. In contrast to the physical risks identified, the consequences of transitional risks and opportunities are much more likely to be seen in the short to medium term (2020–2040). Z’s response therefore is to focus on how we manage the transitional risks in the short term. This provides an opportunity to successfully mitigate the transitional risks now, with a view on mitigation options to manage physical risks in the medium to long term (2040–2060). Many of the transitional risks and opportunities identified from the scenario analysis are not new and have a corresponding business response. This is reflected both in Z’s actions to reduce exposure to carbon costs from its own operations and to develop new, low carbon revenue streams, such as Z biodiesel (Z BioD), Mevo and Z Electric. However, the analysis did highlight the need to consider time horizons in prioritising our mitigation response whilst constantly reviewing the underlying context, such as the recent draft advice from the CCC. The draft advice brings clarity to the policy and market settings that must result if the transport sector is to play its large part in decarbonising to meeting net-zero by 2050. Z will continue its commitment to transition to a low carbon future and now has an enabling environment to deliver within. 7 3 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A Climate metrics and targets Z has further committed to adopting climate-related metrics and targets grounded in science. This includes the revised target to reduce its operational carbon emissions by 42 percent by 2030 in line with efforts to limit global warming to 1.5 degrees Celsius above pre-industrial levels. In light of the recent CCC draft carbon budgets, Z’s review of climate-related metrics and targets associated with the fossil fuel products it sells is being re-modelled with a clear direction to be provided by 1HFY22. Climate Strategy How Z thinks about carbon and climate change has directly impacted our strategy, the decisions we make every day, and the choices we make around our own activities and customer offers. The biodiesel plant at Wiri Auckland has been part of the solution to providing New Zealanders with an immediate low carbon transport fuel alternative. Z regularly engages with government on the need for meaningful, tangible transport decarbonisation policies, particularly in relation to biodiesel. On 28 January 2021, the Government announced a suite of transport decarbonisation policies, including the introduction of a biofuels mandate. The package of decarbonisation policies paves the way for future investments in low carbon fuel and transport energy, whether that is in sustainable aviation fuel, electric mobility or hydrogen. Z’s feedback on the draft CCC recommendations is that the right fuel for the right use case is the correct strategic approach to ensure broad consensus and get as many people as possible on the low carbon journey. To that end, Z’s submission focused on two areas of the recommendations for the transport sector — be more ambitious on biofuels and further incentivise construction of electric vehicle charging infrastructure: https://z.co.nz/assets/Uploads/Z-Energy- submission-to-the-Climate-Change- Commission-March-2021-FINAL.pdf Risk Management For some time, climate change has been a risk for Z, identified and managed at an enterprise level through Z’s Enterprise Risk Management processes and frameworks. This approach to climate risk management is necessarily evolving as climate change becomes ever more present and complex and infiltrates beyond the enterprise to business unit level. Over the past year, Z has focused on achieving more granularity by doing further work to identify, at a high level, physical and transitional climate-related risks across various time horizons and at all levels of the organisation. This approach has been informed by Z’s existing Enterprise Risk Management System (ERMS) as well as TCFD guidance. This more detailed risk identification process has followed the bottom-up and top-down approach set out in Z’s ERMS. From a top-down perspective, key principle and emerging risks at an enterprise level have been identified through deliberate, focused discussions and analysis with members of Z’s Executive team and Audit and Risk Committee. From a bottom-up perspective, both enterprise and business unit risks have been identified through workshops involving members of the Executive team and key representatives from each area of Z’s business. This bottom-up work was specifically focused on climate change risk and utilised two scenarios (Tūī and Kea) to prompt the identification of transitional and physical risks across several time horizons, including those on page 35 of this report. The risk identification process has determined that climate-related risks exist at both business unit and enterprise level; in addition, the process has illuminated how climate change impacts existing risks already identified and being managed. The Risk and Assurance team is now working with business units and Executives to guide them in conducting the next stage of work to assess and manage new risks or evolve risk assessments and controls already in place. WHAT WE STAND FOR Ngā rerekētanga me te whakaurutanga A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 3 8 Here’s what Z would look like if it was a village of 100 people: Diversity and inclusion Building a diverse and inclusive Z We are committed to reflecting the diversity of New Zealand with an inclusive culture so that diversity can be fully expressed and manifest in tangible benefits. We will lead the way in developing a Kiwi firm that has our people being successful, being ourselves. Z remains committed to building a genuinely diverse organisation where the success of the company is built upon the diversity of people, thinking, perspectives and backgrounds. To achieve this outcome, we must get the best from all our people. This starts with every member of the Z team feeling included and comfortable bringing their best self to work every day. We seek to build a company that accurately reflects the composition and diversity of the communities we serve. While we are making good progress, we are not there yet. 12 European FY20: 13% 2 Middle Eastern, Latin American or African FY20: 2% 60 Male FY20: 63% 3 Māori FY20: 5% 64 NZ European FY20: 60% 2 Other FY20: 3% 1 Non-binary and Prefer not to say FY20: 1% 51 Have dependants FY20: 52% 1 Have a disability FY20: 1% 1 Pacific Islander FY20: 2% 15 Asian FY20: 14% 1 Prefer not to say FY20: 1% 39 Female FY20: 37% 79 Have a tertiary education FY20: 79% 2.2 Absenteeism rate FY20: 1.92% 9 3 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A yrs 42 Average age of Z employees FY20: 42 years 19 Auckland FY20: 23% 60 Wellington FY20: 59% 21 Rest of NZ FY20: 18% FY20: 3%3 Gen Z (born 1997–present) 23 35 22 17 Millennials (born 1984–1996) FY20: 22% Xennials (born 1977–1983) FY20: 34% Gen X (born 1965–1980) FY20: 25% Baby Boomers (born 1946–1964) FY20: 15% A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 4 0 WHAT WE STAND FOR Diversity and inclusion, continued Challenges in diversity and inclusion Z has a clear plan to increasingly build diversity into our business but we have not been as successful as we would like in delivering it. Z has a 50:50 gender split target but we have a long way to go to get there with a 62:38 male to female ratio. Over FY21 there was an 8 percent increase in women in senior leadership positions to 42 percent, but we have work to do to continue to build a pipeline of talented women for introduction into and promotion across Z. We continue to make progress on pay parity and have closed the gap to 2 percent. The largest gap outside of our most senior roles is at career level 5 (in a job scale of 1–9) primarily as a result of a small number of historically highly paid outliers who joined Z from Caltex in 2016. Work will continue in FY22 to further reduce this gap across all levels of the business. In building a more representative business Z has more challenges in building in ethnic diversity. In particular, currently only 3 percent of Z people identify as Māori, against a national population of 16.5 percent, and 1 percent as Pasifika against 9 percent of New Zealand. Over FY21 Z has worked hard to embed Te Reo and tikanga Māori across the business and we will undertake a focused and deliberate programme of work in FY22 to continue to drive us towards the diversity we seek. Our strategy to drive diversity and inclusion In February 2021 the Executive team considered, discussed and approved Z’s Diversity and Inclusion work programme for the next three years. One of the elements discussed in confirming this plan was the need to promote and encourage diversity of thinking and a more inclusive style of leadership across the company. While our engagement data shows people feel comfortable and free to share their thoughts and observations openly, there may be barriers emerging in which there is less listening and more tightly holding one’s own perspective than we would like. In addition to specific Diversity and Inclusion targets, our new Leadership Framework focuses on what it takes to lead in a diverse workplace and get everyone contributing at their best, including: • People Leaders valuing diversity and translating the collective mindsets, capabilities, and aspirations of their teams into positive impact; and • Everyone achieving together by embracing an inclusive environment where anyone can safely ask a question, propose a new idea and/or provide constructive feedback. These principles also underpin Z’s approach to organisational design. Our Diversity and Inclusion work programme for FY22 is focused on maintaining Z’s core strengths and what is now ‘business as usual at Z’, for example maintaining Z’s Rainbow Tick accreditation and sharing our journey to date with others. At the same time, Z will continue to weave its Diversity and Inclusion commitments into all of Z’s processes and frameworks, actively celebrate diversity across all of its operations and continue to experiment with ways to increase representation in key areas. While cementing ‘the basics’ of Diversity and Inclusion, Z has committed to sharpening its focus in accelerating progress in female, Māori and Pasifika representation. In particular, Z has committed to the following two enduring outcomes against which it will measure progress quarterly: • Our population represents Aotearoa New Zealand • We are one of the most inclusive workplaces in Aotearoa New Zealand. Against these outcomes, Z has committed by the end of FY24 to closing the gender pay gap (currently sitting at 2% excluding our Executive), achieving a 45/45/10 gender ratio (men, women, any gender — including non-binary) at every career level in Z, and making material uplifts in our representation of women in operational roles and Māori employees. Focus on wellbeing and organisational resilience The wellbeing of Z’s people and the company’s organisational resilience are linked, and both have been areas of clear focus for Z in FY21. Covid-19 posed significant operational challenges to Z that were successfully managed. We had to urgently move all our office-based staff into a working-from- home arrangement at the same time as rapidly gearing up our operational teams — primarily terminal operators and retail service station staff — to operate as essential workers with appropriate protections in a live Covid-19 environment. Z’s previous investments in digital technology and capability paid off immediately, with all office-based staff effectively able to walk out the door with their laptop and resume immediate and effective remote working. The hardware and software tools we provided for our people worked seamlessly, enabling continued efficient operations. Maintaining culture and living Z’s values remotely was something the company worked hard at through carefully designed internal communications, with regular whole-of-company remote stand-up briefings during the initial lockdown period and beyond. Teams learned to use digital technology effectively with many saying the quality of team interaction was at times more focused and more productive than previously in person. In addition to our leaders and teams supporting each other, we had digital tools that supported us across Z. Thanks to our online engagement tool we were able to stay close to what mattered to our people, with frequent snapshots of engagement — highlighting any emerging issues and allowing rapid response to any concerns. Despite working remotely in a highly uncertain environment, receiving no annual performance incentive and with a significant cost-cutting programme underway, Z’s people thrived. People demonstrated their best leadership and focused on core issues that really mattered. 1 4 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A This approach further aligns Z’s approach to remuneration with shareholder interests. Despite the challenges of the year and reduced income for members of the Z team, staff satisfaction with their remuneration remains high, with people generally feeling fairly paid. The Gender Tick While Z has more work to do in achieving its gender balance goals, it has the right foundations in place to do so. In FY21, Z secured Gender Tick accreditation. Run by the YWCA, the Gender Tick is awarded to organisations who pass an audit of policies and processes to determine that there is no gender bias in the organisation, at: https://www.ywca. org.nz/workplace/gendertick/ Accredited organisations also must demonstrate commitment to: • A gender-inclusive workplace • A safe workplace • Flexible work and leave • Leadership representation • Equal pay. TupuToa Part of Z’s commitment to increasing its Māori representation is through the TupuToa internship programme. TupuToa’s vision is all about growing Māori and Pacific leaders for a greater Aotearoa: https://www.tuputoa.org.nz/ Z is a strong supporter of this programme, having partnered with TupuToa for the last three years. Over FY21 we had three TupuToa interns in the company. One of Z’s TupuToa interns, Joseph (Joey) Ushaw, spent the summer working in Z’s Innovation Refinery. Joey has recently completed his business studies degree from Auckland University of Technology, with a focus on Marketing and Entrepreneurship. Outside of work, he is an accomplished softball player and brought that competitive spirit to Z. He spent his time with us working on the launch of Z Electric, bringing new thinking and some great ideas to help bring this offer to life. Our people and culture TupuToa intern, Joseph (Joey) Ushaw A new programme to set, drive and track progress and performance against targets every quarter rather than annually contributed to a feeling of clear focus and accountability. Lower value work was stopped. We recognised that individual experiences of work differed in FY21. There was additional demand for some of our people working remotely, depending on personal circumstances — from home schooling children, to living in flatting environments, to having whānau with high health risks. We put in place policies and practices to support some of this including our wellbeing support (see pages 44–45). Feedback from our people is that operating under a highly uncertain environment, we all lived our values. We cut costs without cutting headcount; we kept ourselves and our people safe and looked after people’s physical and mental wellbeing; we communicated clearly and effectively and focused people on work that really mattered. As a result of all of these initiatives, Z’s level of staff engagement over FY21 rose sharply to just below the top-10 percent global standard, as measured by Peakon, our engagement service provider, from a 94 percent aggregated response rate. A new approach to remuneration While any performance incentives that were due to be paid in FY21 were abandoned, Z’s previous approach to performance-based pay also changed in FY21. Historically all staff incentives were calculated by a mix of company performance and individual performance. For everyone excluding the Executive and sales teams, this has been abandoned in favour of just the one aggregate measure that matters: company performance. When the time comes for most Z staff to again be considered for performance-based remuneration, the primary consideration will be the company’s performance measured against a balanced scorecard reflecting financial performance, safety and wellbeing and the living of Z’s values. 3 3 4 4 g g P P Y Y G G R R E E N N E E Z Z 1 1 2 2 0 0 2 2 T T R R O O P P E E R R L L A A U U N N N N A A A A N N N N U U A A L L R R E E P P O O R R T T 2 2 0 0 2 2 1 1 Z Z E E N N E E R R G G Y Y P P g g 4 4 2 2 WHAT WE STAND FOR Z Energy Limited and Subsidiaries Year end report 31 March 2021 Hapori Community In the context of Covid-19, Z chose not to run its Good in the Hood community investment programme. Pulling it together over 197 sites felt like a distraction and handing out voting tokens was inconsistent with our safety and wellbeing commitments. Our teams had enough on their plates. Instead, we sought to more directly and immediately support champions in our community. We donated $337,000 to our partners at St John Ambulance and $44,000 to Wellington Free Ambulance to support the operation of their ambulances during lockdown and donated free fuel to the New Zealand Student Volunteer Army who delivered food and essential supplies to elderly and vulnerable people across our communities. In relation to our use of PPE on Retail sites, we needed some help here. During the initial national lockdown, we struggled to get our hands on enough initial supply of face masks for frontline workers. Westpac Bank supported us by providing some from their stocks. In return for the masks we made a $20,000 donation of fuel to the Life Flight Trust via our aviation team, which provided the ability to complete over 54 missions. $496,200 Z made donations of $496,200 to support champions in our community, including Z Retail team staff suffering significant financial hardship, in relation to Covid-19 FY21 A focused Good in the Hood In 2021, Good in the Hood is back — with a twist. To mark 10 years of Z, this year we’re using Good in the Hood to support the 10 organisations our customers have most supported and valued over the last decade. From 1 June, each of these 10 organisations will be in to receive a share of $700,000, with votes being placed as per usual with orange tokens at each Z Retail site. Z Retailers will get to choose the four charities that they promote in their community and a lot of the funds will filter back into the regions where it’s needed most. These 10 organisations which have most resonated with our customers will be announced later in May 2021. We have also continued to support the outstanding work of the Graeme Dingle Foundation in its commitment to ‘powering up future generations’ both through Good in the Hood and in direct corporate support. We stand for a resilient and healthy Aotearoa that empowers our youth, neighbourhoods and Z whānau. Z has always stood for supporting the local communities in which we are based, but Covid-19 put these commitments into much sharper focus. When we talked about the health of our own whānau our focus immediately came onto how we could best support and keep safe those Z frontline workers in our retail service stations. Faced with Covid-19 in our communities and our retail operations deemed essential services, it was our frontline whānau that supported their communities and in turn required our support. Z’s retail operations provided an invaluable lifeline in many communities across New Zealand during the periods of Covid-19 lockdown, providing people and families with reliable, safe access to staple essential goods. Year-on-year, sales of convenience store products rose by 3.5 percent as customers looked for a convenient and comfortable way to shop for basics and avoid supermarket queues. With our frontline team serving the public across the country every day, our focus was also on their safety. We ensured plentiful supply of personal protective equipment (PPE) and Perspex screens and ensured clear signage was prominent at every site. All of our sites have contactless payments which further protected customers and our staff. We donated $337,000 to our partners at St John Ambulance to support the operation of their ambulances during lockdown. A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 4 4 WHAT WE STAND FOR Haumarutanga me te hauora Safety and wellbeing We stand for enhancing the lives of our people and communities. Due primarily to the health challenges of Covid-19, safety and wellbeing was the most material issue for Z and its stakeholders over the course of FY21. As such, safety and wellbeing is referenced and covered throughout this report rather than just in this section. This is because, just as we have sought to do with our business, our approach to safety and wellbeing is integrated across all that we do. Z has been, and continues to be, on a safety and wellbeing journey. It is a journey that will never be complete — we must never become complacent and we must always be vigilant; but we can acknowledge where we have made progress and where there is more work to be done. In the decade since Z was formed our approach to safety and wellbeing has transformed from a very compliance-based and directive approach to one in which safety and wellbeing is cultural and increasingly integrated across our business and everything we do. Z has a small, empowered safety and wellbeing team that focuses on building risk management capabilities across the business, which allows us to devolve key elements of risk management back into the business. This devolution of the traditional ‘health and safety’ functions inside Z holds every member of the team accountable for ensuring the safety and wellbeing we strive for. Safety and wellbeing at Z is now more digitally enabled, mature and culturally embedded than it has ever been in the past, and this served us well with the arrival of Covid-19 at the very end of FY20. Personal accountability for safety and wellbeing Genuine wellbeing can only be achieved when we are physically and emotionally healthy and feel safe in the work that we are doing, as well as being safe and supported in bringing our whole selves to our work. Over FY21 we created and embedded a new wellbeing framework that clearly states our commitments on wellbeing, the capabilities required to manage wellbeing, both as a company and as individuals, and a range of tools people can use to enhance their own wellbeing. Our Safety and Wellbeing stand is enabled through focus on the following key capabilities: Engaged and visible leaders At Z, we are committed to providing workplaces that enable safe, productive and engaging work. Enabled safety system Our safety system drives us to proactively focus on the risks that matter most, ensures the continual improvement of our operations, and it’s part of everything we do. It drives us to meet our responsibilities as a New Zealand company and our internal standards too. Capable and courageous people We know that our people are key to our success and we work together to grow capability and empower them to speak up and actively participate. We back our people 100 percent to make the calls required for safe and reliable operations. Planning for a pandemic Z had actively prepared for the possibility of a pandemic — alongside a range of other crisis scenarios — and considered the implications on its supply chain. In May 2015, Z commissioned and published an independent research report based on the outbreak of Ebola in Africa. Titled Lessons From the West African Ebola Outbreak in Relation to New Zealand’s Supply Chain Resilience, +66 This score places Z in the top 5 percent of companies as measured by our engagement service provider, Peakon. Wellbeing eNPS score Z shared this document widely with government stakeholders at the time and used it for its own internal preparation for the possibility of pandemic-related supply chain impacts: https://z.co.nz/ assets/20150501-Supply-Chain- Resilience-Report-Final-Low-res.pdf With Covid-19 on the horizon at the beginning of the 2020 calendar year, this provided useful material around which to organise our crisis management team and strategic response to the rapidly evolving virus. Supported by this original document and with a clear, well-rehearsed crisis management plan in place, Z operated two crisis management teams — week on, week off — between January and May 2020. As part of our commitment to resilience, we actively build our crisis management capability and ensure we have the depth of people to run in crisis management mode for extended periods — as was required over FY21. By the time the Covid-19 virus emerged in New Zealand, Z’s processes were clear, staff were aware of their responsibilities, technology was tested, and the organisation ran differently but smoothly. Z already offers unlimited sick leave and we made additional special leave available for people who had additional demands on their time over the lockdown period. Protecting diversity — and our people Following the 15 March 2019 Christchurch mosque attack in which 51 people were killed, we’ve been seeking to not only foster diversity in our company and communities, but to actively protect it. As a baseline, Z has a strong Discrimination, Bullying and Harassment Policy which clearly sets out our expectations for ensuring conduct protects and celebrates diversity. The Discrimination, Bullying and Harassment Policy can be found in the Corporate Governance section of the Z Energy Investor Centre: https:// investors.z.co.nz/corporate-governance/ governance-overview In addition to our ‘We’ve got your back’ campaign which we have run internally for much of the last two years, in July 2020 we joined the NZ Retailers Against Racism pledge committed to protecting our people from racism and abuse in the workplace: https://retail.kiwi/speaking- up-for-you/diversity Weaving our commitments to Safety and Wellbeing, Community, and Diversity and Inclusion together under one umbrella, we have run this campaign featuring a sample of our Retail people talking openly and honestly about their experiences of racism on a Z forecourt, how it made them feel and the impact it has. https://z.co.nz/ about-z/what-matters/community/weve- got-your-back/ These stories are a moving reminder to all New Zealanders as to what we must stand against. We have shared our people’s experiences within the broader retail industry on effective ways to deal with verbal racial abuse and our retailers have trespassed verbally abusive customers. Operational safety matters The true mark of successful cultural leadership around operational safety is to measure performance during periods of change. With the fuel industry going through the early stages of transformation, focus on operational safety is more important than ever. Z’s increasing move to independent management of its fuel terminals and Refining NZ starting the process of potentially transforming into a fuel import terminal represent areas of clear and ongoing safety focus for Z. At the same time, much of the focus on optimising Z’s core business provides opportunities to reduce operational risk. For example, exiting the marine fuel oil barge operations and reducing the human presence on retail forecourts in response to changing consumer preferences both reduce costs, simplify the core business and reduce operational risk. Exiting the crude oil supply chain is another example which, if well managed, will deliver significant safety, cost and simplification benefits. 5 4 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A Robberies decline Another example of where Z is benefiting from previous investments in safety and wellbeing capability and equipment is in retail site robberies. From a high of 23 robberies in both FY17 and FY18, Z closed FY21 with four. That is four too many, but we have invested up to $20 million in our systems and equipment over the last five years and the safety and wellbeing of our people are benefiting from that. We have a larger network than others in this sector and recorded fewer robberies. The area of robberies is an interesting example as to the synergies in our digital investments. Originally in place to deter ‘drive-offs’ and robberies, our investment in quality digital CCTV equipment continues to serve this function but is also being harnessed to deliver the retail Pay by Plate offer. Digital innovation and safety Z’s digital capabilities are further assisting in how we manage risk internally. Our digital systems and capabilities combined make risk information more accessible, easily interpreted and are supporting the business in making better evidence-based decisions around safety and wellbeing. Over FY21 Z also implemented a new digital safety management system for Z’s retail franchise operators which we extended to cover our corporate operations. This new simple and fast system has improved productivity, increased reporting rates and allowed for data from our Retail operational environment to more easily flow back into Z and inform our risk management programmes. 4.01 million hours Number of hours worked (Z employees, retail sites, Mini-Tankers) FY20: 4.1 million hours 3 Motor vehicle incidents FY20: 2 0 Work-related fatalities FY20: Zero 4 Robberies FY20: 14 0 Number of spills (loss of containment) FY20: 6 0 Tier 1 and Tier 2 process safety incidents FY20: 1 Main types of work-related injury: Manual handling FY20: Slips and trips 1.15 0.90 Total recordable case frequency* Z employees: Retailers and Mini-Tankers franchisees: FY20: 1.33 FY20: 0.48 FY20: 1.56 FY21: 0.72 FY21: 1.26 Lost time injury frequency* Z employees: Retailers and Mini-Tankers franchisees: FY20: 1.18 FY20: 0.24 FY20: 1.43 FY21: 0.24 FY21: 1.07 * TRCF and LTIF are based on 200,000 hours worked. 01 02 03 He pūronga nā Te Poari Whakahaere Corporate Governance Statement as at 31 March 2021 C o r p o r a t e G o v e r n a n c e S t a t e m e n t 4 6 Covid-19 and its subsequent impacts have demanded more from the Z Board than in any other year. It has forced us to operate differently — in crisis management mode and remotely for much of the year — and to focus on broad and challenging material issues. From ensuring the safety and wellbeing of our people and the customers we serve during a national lockdown and subsequent lockdowns of our biggest city; to protecting the organisational resilience of our company; to taking concrete steps to firm up our balance sheet and cut costs during uncertain times. And that is just Covid-19. Over the year the Board has also focused on ensuring Z is well-positioned for a major reorganisation of the industry’s supply chain, overseen the implementation of new legislation around the operation of bulk fuel storage terminals and ensured Z has the right strategy to optimise its core business, deliver strong returns to shareholders and respond to growing political, investor and community concern around climate change. Again in response to uncertainty, Z has set new standards of corporate disclosure to stakeholders and investors during Covid-19, helping stakeholders understand the true impact on our business and the New Zealand economy. Covid-19 has required a diverse yet cohesive governance team and the challenges of the year have required all of the skills we collectively bring to the Z Board. This has been a year in which Z has benefited from previous commitments to a strong, values-driven culture, a genuinely diverse organisation and strong capability in wellbeing, safety and serving our customers. The unprecedented experience of the downstream transport fuels industry across both the Board and Z’s management has also served our company well during FY21. This Corporate Governance Statement seeks to provide insight into how we have responded to the challenges of FY21, as well as how we have governed the company in service of the issues most material to our investors and stakeholders. This statement goes well beyond the compliance requirements on our company and seeks to provide a high level of transparency into what the Z Board does, how and why. The Z Board would welcome any feedback on this Statement and how we may further improve the quality of our disclosure. This statement goes well beyond the compliance requirements on our company and seeks to provide a high level of transparency into what the Z Board does, how and why. Tō tātou poari The Z Board On 30 April 2020, Alan Dunn left the Z Board after a decade of service. Alan brought a strong retail focus to the Z Board and has been particularly influential in the continued development of the Z retail offer and the development of strong customer experience capabilities across the Z team. The Z Board and management team thank Al for his commitment to the Z Board. Z Directors 7 7 4 4 g g P P Y Y G G R R E E N N E E Z Z 1 1 2 2 0 0 2 2 T T R R O O P P E E R R L L A A U U N N N N A A Abby Foote Joined 15 May 2013 Steve Reindler Joined 1 May 2017 Mark Cross Joined 28 August 2015 Mark Malpass Joined 30 October 2019 Julia Raue Joined 15 February 2016 Blair O’Keeffe Joined 1 August 2018 Flick Energy Directors Marcel van den Assum (Chair) Matt Todd Lindis Jones Aimee McCammon Aaron Snodgrass (alternate for Matt Todd) Scott Bishop (resigned 31 March 2021) Board Committee membership The Z Board makes use of a number of Committees to ensure a clear focus on particular areas of the business. The following Corporate Governance Section references these Committees at various points and the table under Principle 2, requirement 2.4, outlines membership of Z’s Board Committees and Director attendance as at the end of FY21. GOVERNANCE The Z Board, continued A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 4 8 How we appoint the Board The Z Board takes a structured approach to Board appointments and succession, ensuring the Board has the appropriate skills required to effectively execute its strategy. The process of evaluating and reviewing the Board’s skills against what might be required in the future is ongoing and supplemented by professional, independent third-party review. Capability building across the Board occurs through ongoing personal development and Board education programmes in targeted areas. The Board’s commitment to ensuring it has the right skills around capital management served Z well over FY21, with the Board and management working closely and effectively together with the capital markets and debt providers around recapitalising the company. These skills remain vital to Z’s future as the company resumes dividends, pays down debt and builds a more flexible and resilient organisation. Z’s Board has particularly strong skills in listed company governance, the liquid fuels industry and infrastructure management, and has increased its capability over FY21 in organisational transformation and management of significant change. Directors’ skills matrix as at 31 March 2021 Strategic context aligned to Director capability Number of Directors with high and moderate capability Balanced Possible focus of future Board appointments Focus of future Board learning Creating value for investors by focusing on a safe and profitable core fuel business Delivering outstanding customer experiences while positioning ourselves for future disruption Strategic knowledge for scale oil Brings extensive experience in the fuels industry with an emphasis on integrated downstream oil. Operating model transformation – balancing legacy and growth Former CEO, ideally brings large scale turnaround experience in an entity that has gone through significant change. Heavy industry business (or similar) Extensive experience in engineering, construction and infrastructure and/or transport and logistics. Finance and capital markets Former CFO or senior executive with extensive knowledge of financial strategy, cost optimisation and commercial acumen. Retail transformation Deep understanding of the retail business including value chain, customer experience transformation, supply and distribution. Customer insight data and brand Brings extensive capability in customer innovation, brand and systems including data-driven marketing. Digitisation – back office and field Application of digital technology in physical retail. Expertise in customer-based app development and internet of things. Remaining a people- and values-based company committed to future generations Listed company governance Experience driving best practice in corporate governance, regulation, risk and compliance, and ESG. HSE (Health and safety) Experience in workplace health and safety including knowledge of legal obligations and regulations. Sustainability and clean green energy Sustainability strategies to limit environmental impact including experience with alternative energy sources. Key High Capability Moderate Capability 9 4 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A All of these skills are highly relevant and important to Z’s future. Over FY21, the Board focused on increasing its capability in data and customer experience, as well as customer insight, brand and digitisation. These areas of focus will continue into FY22. Last year Z reported it has been seeking an appropriately skilled and qualified new Director with particular skills in digital technology, data and customer experience since June 2019. This search was paused due to Covid-19 and will now resume. The market remains incredibly tight for people with these skills. Increasing the Board’s capability in Sustainability and Clean Energy also remains a focus for ongoing Board development. The Z Board also measures itself on how diverse we are as a group, using a ‘Diversity of Thought’ measurement tool. Using this tool, we map the diversity of both the Board and Z Executive team so we fully understand how we think and work together and so we can be highly strategic in the recruitment processes for each group. The year in the Z Board Over FY21, the Z Board led the business through the Covid-19 pandemic, while in parallel refocusing the business on delivery of results as the company and the country moved through the Covid-19 crisis. While Covid-19 was a major part of FY21, with a significant and enduring impact on Z’s fuel volumes and earnings, the national lockdown began on 25 March — the last week of Z’s FY20 year — and the country returned to Alert Level 1 on 8 June 2020. With the first 10 weeks of FY21 in lockdown, Z was running a critical supply chain and all operational elements of its business were deemed ‘essential services’. All working remotely, the Z Board provided support to the Z management team, which was operating continuously under existing crisis management and pandemic plan structures. Alongside its operational crisis management team, Z also ran a strategic crisis team, with separate team members and structures to focus on the potential longer-term implications of the Covid-19 pandemic on the future for Z, for New Zealand and for global transport fuel supply chains. Z’s crisis strategy team was a focus for the Board, and Directors with skills and experience in global supply chain management and the broader fuels industry supported this team. This work also focused on scenario planning, fuel demand forecasting and the potential impacts of the pandemic on operational infrastructure. The Board’s participation in this work was reflected in Z’s pandemic response priorities. The insights generated through this work and the way the impacts of the pandemic were reported were valued by a wide range of stakeholders, including central government and investors. Members of the Z Board with extensive capital market experience worked side-by-side with the Z team on the successful $347 million capital raise in May/June 2020 and to negotiate with Z’s bankers. In addition to strengthening Z’s balance sheet with additional capital during the uncertainty of Covid-19, the Board made a decision not to pay the FY20 final dividend and to exercise its discretion not to make any annual Short Term Incentive bonus payments to Z people. While managing lockdown conditions at the height of the pandemic, Z’s Board and management continued discussions around the commitment to optimise the core business by reducing costs, holding market share, monetising Z’s scale and carefully managing capital. These four commitments were communicated to the market at the company’s 1H21 results and they remain the operational focus for the company in FY22. Consistent with these objectives, over FY21, $63 million in costs were cut from the business. Towards the end of FY21 the Board had supported management in making important decisions around the future shape of the company and the downstream transport fuels industry. In particular, Z committed to supporting the commercial transition of Refining NZ to a fuel import terminal, and decided to exit marine fuel oil barge operations. The Z Board and management team reflected in depth on the lessons learned through the Covid-19 lockdown in order to maximise the effectiveness of its leadership and governance in an uncertain and rapidly changing context. The focus for the Board now is on further optimising the core business, removing volatility, paying down debt and resuming dividend payments to shareholders. Over the year the Z Board decided to align its own processes and procedures with a new performance management system across Z. The Board and Executive team agreed that ‘optimising the core’ was Z’s single unifying purpose and agreed the metrics that demonstrate achievement of this purpose to be built into the OKR system for performance management and tracking delivery. The priorities agreed to deliver on ‘optimising the core’ were: • Strong focus on the size and speed of the cost reduction programme • Focus on industry structures and in particular, maximising value where Z is relatively advantaged • Focus on the operation of the supply chain under the new regulatory regime • The value of Z’s data and digital capabilities. Again supporting the tight focus on delivery into FY22, the Z Board and Executive have agreed a ‘performance contract’ to measure and review progress on these priorities at each Board meeting. More broadly, the Z Board maintained a rigorous focus on risk management over the year, including new risks raised by the pandemic and the evolving challenges presented by climate change and cybersecurity. The Board and Executive team agreed that ‘optimising the core’ was Z’s single unifying purpose. GOVERNANCE The Z Board, continued A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 5 0 Over FY21 Z rolled out a new system of managing quarterly performance and planning. This system delivers a clear set of company-wide objectives and key results (OKRs) in an integrated system of performance management and tracking delivery. This system requires fortnightly discussions on performance and delivery with each Z team member. Results are recorded in the system allowing for tracking at both a company and an individual level and all levels in between. The Z Board now uses an aligned performance monitoring process. Based on what it had learned from governing Z virtually through Covid-19, the Board agreed to meet quarterly for a full two-day in-person meeting (subject to external pandemic context) and to meet virtually for shorter periods in between these in-person meetings. Limiting in-person meetings supports Z’s commitment to reducing travel, cost, and carbon emissions and provides leadership on these issues and Z’s flexible working practices. The two-day in-person meetings are scheduled to allow for an in-depth review of delivery and performance over the past quarter and to agree planning for the next quarter. This system is designed principally to support an overarching focus on delivery and execution. These meetings are largely decoupled from Board Committee meetings, allowing for deep focus rather than a more time-constrained approach of ‘getting through business’ across a range of Board and Committee meetings. We believe these changes will put the Board in the best position to most effectively lead Z’s strategy delivery. In September, the Z Board held a two-day offsite with the full Executive team. Tō tātou kāhui amorangi Our Executive Team 1 5 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A Mike Bennetts Chief Executive Officer Joined 1 April 2010 Debra Blackett General Counsel and Chief Governance Officer Joined 2 June 2015 Lindis Jones Chief Financial Officer Joined 10 May 2010 Helen Sedcole Chief People Officer Joined 29 January 2018 Julian Hughes General Manager, Strategy and Risk Joined 16 February 2015 Andy Baird General Manager, Retail Joined 1 April 2019 Nicolas Williams General Manager, Commercial Joined 7 June 2011 David Binnie General Manager, Supply Joined 8 September 2014 Mandy Simpson Chief Digital Officer Joined 19 February 2019 Figen Ulgen Chief Customer Officer Joined 1 February 2021 Jane Anthony left Z in December 2020 and was replaced as Chief Customer Officer by Figen Ulgen on 1 February 2021. The following section refers frequently to Z Board Charters and the charters for Board Committees, as well as codes, policies and other core corporate documents. All of these documents can be found in the Corporate Governance section of the Z Energy Investor Centre at: https://investors.z.co.nz/corporate- governance/governance-overview GOVERNANCE Tā tātou tautuku ki Ngā Tikanga o NZX Rangatōpū Kāwanatanga A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 5 2 How we comply with the NZX Corporate Governance Code The NZX Corporate Governance Principles The NZX Corporate Governance Code was launched in 2017 and covers eight principles. These principles seek to “reflect internationally accepted corporate governance practices, which are intended to protect the interests of and provide long-term value to shareholders while also seeking to reduce the cost of capital for issuers”. The Z Board seeks to go well beyond these eight principles in its disclosure and reporting to shareholders and stakeholders. While much of this content has been covered elsewhere in this report (see ‘How we report’ on page 4) we also report briefly against each principle for completeness and to provide summary compliance information for those that seek it. How we meet these conditions Over FY21, Z has fully complied with the NZX Corporate Governance Code. During the period, no significant fine or monetary sanction has been imposed against Z by any government authority. Nor has Z been made aware that it had broken any material law. Z is not aware of any material non-compliance with environmental laws and/or regulations. On 30 April 2020 Alan Dunn resigned from the Z Board after 10 years of service. The Board is working on filling this vacancy in line with its approach to Board appointments on pages 48–49. Z was granted a waiver from NZX Listing Rule 4.5.1 on 11 May 2020 to allow a placement of up to 30 percent of Z shares without requiring approval by ordinary resolution by shareholders. This related to Z’s equity capital restructure response to the Covid-19 crisis. The waiver included a number of conditions such as requiring that existing Z shareholders would be given priority to obtaining a pro-rata allocation in the placement, an application of $50,000.00 per shareholder, and the requirement to subsequently disclose the proportions of existing shareholders and other investors that participated in the Placement and the allocation policy used to determine allocations in the Placement. The NZX ruling stated that it was satisfied that the structure of the placement together with Z’s proposed share purchase plan was such that almost all retail shareholders had a sufficient opportunity to maintain their pro-rata shareholding in the share purchase plan alone, and in doing so, met the policy objective underpinning the relevant listing rules. 3 5 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A PRINCIPLE 1 CODE OF ETHICAL BEHAVIOUR: “Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these standards being followed throughout the organisation.” Z has a clearly articulated Code of Conduct, which is one of Z’s foundation documents. This is our code of ethical behaviour, but it goes well beyond ethics. It sets clear standards of ethical and appropriate behaviour. All staff, including Directors and the leadership team, are expected to hold each other to account for the standards set in this document. Our Code of Conduct can be found in the Corporate Governance section of the Z Energy Investor Centre at: https://investors.z.co.nz/corporate-governance/governance-overview 1.1 – The board should document minimum standards of ethical behaviour to which the issuer’s directors and employees adhere to (a code of ethics). The code of ethics and where to find it should be communicated to the issuer’s employees. Training should be provided regularly The standards may be contained in a single policy or more than one policy. The code of ethics should outline internal reporting procedures for any breach of ethics, and describe the issuer’s expectations about behaviour, namely that every director and employee: a. acts honestly and with personal integrity in all actions; b. declares conflicts of interest and proactively advises of any potential conflicts; c. undertakes proper receipt and use of corporate information, assets and property; d. in the case of directors, gives proper attention to the matters before them; e. acts honestly and in the best interests of the issuer, as required by law, and takes account of interests of shareholders and other stakeholders; f. adheres to any procedures around giving and receiving gifts (for example, where gifts are given that are of value in order to influence employees and directors, such gifts should not be accepted); g. adheres to any procedures about whistle blowing (for example, where actions of a whistle blower have complied with the issuer’s procedures, an issuer should protect and support them, whether or not action is taken); and h. manages breaches of the code. The Code of Conduct also applies to secondees, contractors, consultants, 100 percent- owned subsidiaries and all Directors, which we define collectively as ‘Z People’. The Code outlines Z’s values, policies, the responsibilities of Z as the employer and those of all individual line managers of people. The Code also sets out Z’s obligations to our neighbourhoods, stakeholders and Government, and contractors and suppliers. Additionally, the Code outlines some of our obligations related to financial reporting, commercial conduct, and company assets, information and equipment. Z has an overarching internal Security Policy that supports our commitment to operating a safe and secure business. This Policy enables Z to prepare for, and be able to respond to, security threats and incidents to protect our people, information and assets. The Code of Conduct also provides a range of escalation procedures for reporting ethical breaches, including the assurance of anonymity for whistle-blowers, consistent with the Protected Disclosures Act 2000. It indicates the expectations of all Z people in relation to conflicts of interest, acceptance of gifts, bribery and corruption, and confidentiality. All Z people are provided with training and become familiar with the Code of Conduct when starting at Z. All Z people are expected to adhere to the Code of Conduct. It is a condition of entering and remaining in Z’s employment. In FY21, Z extended its commitment to ethical conduct by publishing its first Modern Slavery Statement under the Australian Modern Slavery Act 2018 as part of Z’s obligations under its ASX listing at https://modernslaveryregister.gov.au/statements/765/ The notion of modern slavery in New Zealand is unfortunately not as far-removed as it might sound. In July 2020 a Hawke’s Bay horticulture labour contractor was sentenced to 11 years in jail for people trafficking and slavery. Z’s Modern Slavery Statement outlines how Z ensures exploitative practices such as forced labour, debt bondage, forced marriage, people trafficking, and child labour are not part of Z’s operations or supply chain either directly or indirectly, noting that in New Zealand, franchised retail service station operations have been identified as a potential area of risk. Z will take a multi-year path to fulfilling this responsibility, starting by identifying the highest risk areas and the most direct relationships we hold and then moving deeper into the indirect networks supporting our business. In anticipation of the commitment to modern slavery eradication, in July 2020, Z launched a new Supplier Code of Conduct. This includes an expectation of all employees and subcontractors, parents, subsidiaries and affiliates providing products or services to Z to account for applicable laws, regulations and ethical standards such as the Modern Slavery Act: https://z.co.nz/about-z/what-matters/sustainability/working- with-our-suppliers/supplier-code-of-conduct/ Z commits to conducting regular assessments of compliance with its Supplier Code of Conduct and reserves the right to request documentation that demonstrates compliance. GOVERNANCE A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 5 4 PRINCIPLE 1 CODE OF ETHICAL BEHAVIOUR: continued 1.2 – An issuer should have a financial product dealing policy which applies to all employees and directors. Z’s Board and management are committed to the integrity of financial markets and to ensuring compliance with all the regulatory market requirements upon it. Z’s Securities Trading Policy is a critical part of this commitment. The Policy aims to ensure that every member of the Z team is aware of their obligations and legal requirements in relation to the trading in Z securities. The Policy applies to all Directors, officers, employees and contractors to Z, who intend to deal in Z Restricted Securities. Previously called the Insider Trading Policy, the name of the Policy has been updated to make it obvious it applies to all Z-listed securities and bonds as well as equities. Other key changes made to the Policy are: • Addition of a clause that the Policy applies not only to information concerning Z Energy Restricted Securities but also if individuals have inside information relating to quoted financial products of any other listed issuer; • Clarity that the Policy does not extend to dealings in securities over which individuals have no ability to exercise any influence or control over dealing, such as a superannuation fund or managed fund; • Addition of a clause allowing exceptions for Restricted Persons or employees in possession of inside information to accept an offer made to all shareholders pursuant to the New Zealand Takeovers Code; • Addition of a clause that any known non-compliance of the Policy should be notified to the General Counsel and Chief Governance Officer, or confidentially to the Whistleblower service; • Updates to role title names for Restricted Persons to whom additional rules apply. The Securities Trading Policy can be found in the Corporate Governance section of the Z Energy Investor Centre at: https://investors.z.co.nz/corporate-governance/ governance-overview PRINCIPLE 2 BOARD COMPOSITION AND PERFORMANCE: “To ensure an effective board, there should be a balance of independence, skills, knowledge, experience and perspectives.” 5 5 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A 2.1 – The board of an issuer should operate under a written charter which sets out the roles and responsibilities of the board. The board charter should clearly distinguish and disclose the respective roles and responsibilities of the board and management. 2.2 – Every issuer should have a procedure for the nomination and appointment of directors to the board. The Z Board seeks to ensure it is balanced with a diverse and complementary set of skills, backgrounds, experience and thinking. Over FY21 this balance of complementary skills proved particularly valuable as the Board balanced the governance of significant risk, operational, industry and capital structure matters. The Board makes appointments using a rigorous process, and partners in international Director recruitment, to ensure the right skills are on the Z Board at the right time and that it actively manages Board succession. Z’s Board operates under a written Charter. Z’s Board Charter sets out how the Board exercises and discharges its powers and responsibilities in relation to Z’s business and affairs. The Charter sets out the role, composition, responsibilities and duties, procedures, powers and authority, and review and accountability of the Board, the Chief Executive Officer and the Executive team. This Charter is important in clarifying the functions of governance and management. It enables general Board oversight, including of management’s implementation of Z’s strategic objectives and performance. The Charter can be found in the Corporate Governance section of the Z Energy Investor Centre at: https://investors.z.co.nz/corporate-governance/governance-overview Z’s Board Charter describes the procedure for nomination of potential candidates for appointment as Directors. Potential candidates are recommended by Z’s People and Culture Committee following consultation with external recruiters and are then considered by the Board. Board quality and capacity is, somewhat obviously, important. For context, in January 2021 the world’s largest investor, Blackrock, noted that: We are raising our regional expectations for director independence and director capacity to serve, reflecting our reliance on strong, engaged, and effective boards to look after investors’ long-term economic interests. Z has robust processes to support this sentiment. A candidate must demonstrate appropriate qualities and experience, be able to commit the time needed to their role and meet certification requirements of the NZX and ASX. They must be free of conflicts of interest. Assessments of overall Board diversity and thinking styles, including the fit of potential new Directors, is an integral part of this process. The Board maintains a live skills matrix which records the mix of experience and expertise of the current Board and the future strategy and business needs to be considered for future appointments. This was updated in February 2021 as part of an independent Board evaluation. For more information on this skills matrix see page 48. Directors are appointed depending on the specific needs of the Board at the time of appointment. Their independence, qualifications, skills and experience and the diversity of their thinking are all actively considered and reviewed. All new Directors must undergo induction, familiarise themselves with the Z Board Charter, charters of the Z Board Committees and other key governance policies and documents. The Charter outlines the procedure for nomination and appointment of Directors. Directors are also expected to continuously educate themselves to effectively perform their role. The Charter can be found in the Corporate Governance section of the Z Energy Investor Centre at: https://investors.z.co.nz/corporate-governance/governance-overview GOVERNANCE A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 5 6 PRINCIPLE 2 BOARD COMPOSITION AND PERFORMANCE: continued 2.3 – An issuer should enter into written agreements with each newly appointed director establishing the terms of their appointment. 2.4 – Every issuer should disclose information about each director in its annual report or on its website, including a profile of experience, length of service, independence and ownership interests and director attendance at board meetings. Z enters into written agreements with all new Directors. These agreements establish the terms and conditions of their appointment, including compliance with the Z Constitution, the Board and Committee Charters, and Board policies. This year the Board resolved that part of the agreement between Z and individual Directors will be a requirement to hold the equivalent of a year’s Director’s fee in Z shares within three years of appointment unless specific individual circumstances apply. Directors also undergo a structured induction and training process which includes an introduction to Z’s foundation document, the ‘Z Why’, and one-to-one engagement with each member of the Executive team and the CEO. Z currently has six Directors and typically manages the number of Directors between six and eight (the maximum under the Z constitution). While there is no formal requirement around maximum Director tenure, Z actively monitors this and plans for succession. Z is very mindful around Directors ‘staying for too long’ and seeks a mix of levels of experience across the Board to ensure the right balance between fresh thinking and strong industry knowledge and experience. There are currently six Directors that serve on the Z Board. All are independent, including the Chair. There are no executive or non-independent Directors on the Board. There are currently two women on the Board, one of whom is Chair of the Board, the other is Chair of the People and Culture Committee. The Board is committed to a target gender split of 40/40/20. Continued progress towards this target will be actively considered in all Director succession planning and recruitment. Board profiles can be found in the Corporate Governance section of the Z Energy Investor Centre at: https://investors.z.co.nz/corporate-governance/board-of-directors For details on Directors’ interests in shares and bonds, see page 85. Attendance at Board meetings Directors attended the following Board and Board Committee meetings during the year Director Total number of meetings held Abby Foote Mark Cross Julia Raue Stephen Reindler Blair O’Keeffe Mark Malpass Alan Dunn* Board meetings ARC PCC SWC 7 7/7 7/7 7/7 7/7 7/7 7/7 1/1 4 - 4/4 - 4/4 - 4/4 - 3 3/3 - 3/3 - 3/3 - - 5 5/5 4/5 5/5 5/5 5/5 5/5 - *Alan Dunn retired from Z’s Board on 30 April 2020. 2.5 – An issuer should have a written diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving diversity (which, at a minimum, should address gender diversity) and to assess annually both the objectives and the entity’s progress in achieving them. The issuer should disclose the policy or a summary of it. 7 5 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A Other Z subsidiary Directors Z Subsidiary Names of Directors Z Energy LTI Trustee Limited Z Energy ESPP Limited Z Energy 2015 Limited Julia Raue Grant Glendinning Ben Rodgers (retired 5 June 2020) Julia Raue Grant Glendinning Ben Rodgers (retired 5 June 2020) Abby Foote Mark Cross Mark Malpass Julia Raue Stephen Reindler Blair O'Keeffe Alan Dunn (retired 30 April 2020) Z is committed to a culture that promotes and values diversity and inclusiveness. This is reflected in our Diversity and Inclusion policy which applies to all Z people and sets out processes for annual review of the organisation’s performance against the policy and how it will be measured. The Board recognises that while Z has a clear plan to increasingly build diversity into our business and we have made some progress, there is more work to be done. Please refer to pages 38–41 for more information on Z’s commitments in the Diversity and Inclusion space. Z’s Diversity and Inclusion policy can be read here: https://investors.z.co.nz/corporate-governance/governance-overview Total number of employees by employment contract (permanent and temporary) by gender Employee Type Female Permanent Fixed Term 183 11 Non Binary/Not Disclosed 1 0 Total 476 22 Male 292 11 Total number of employees by employment contract (permanent and temporary) by gender Region Auckland Canterbury Otago Mini-Tankers Driver Bay of Plenty Hawke’s Bay Nelson Wellington Home Office Female Male Non Binary/Not Disclosed 45 2 1 2 143 1 61 43 3 11 9 3 9 158 6 1 Total 106 45 4 11 11 3 9 302 7 GOVERNANCE A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 5 8 PRINCIPLE 2 BOARD COMPOSITION AND PERFORMANCE: continued Total number of employees by employment type (full time and part time), by gender Employee Type Full Time Part Time On Parental Leave Female 160 19 15 Male 299 4 Non Binary/ Not Disclosed 1 Total 460 23 15 *Notes re total employees tables 1. Twenty contractors were engaged in the year, predominantly to provide additional digital capabilities. 2. Variations across the numbers above are due to the operational side of the business, with more males employed in those roles which are predominantly based in regions outside of the main centres. 3. This data has been extracted from Z’s payroll system. Gender pay ratios Our primary method for tracking gender pay internally measures the gap across all career levels excluding the Executive, as their remuneration is driven by market rates for their individual roles. When excluding our Executive, the gender pay gap across Z in FY21 was 2 percent in total. However, the methodology that is required to be reported in this section includes our Executive and CEO, whose higher remuneration influences these figures significantly. The ratios of female to male average pay for Z’s permanent employees at 31 March 2021 are set out below. Significant locations of operation are those regions where at least 20 males and females are employed. Ratio of basic salary and remuneration of women to men By significant location of operation Average base salary woman to man Pay gap Wellington Auckland 0.87:1 13% 0.88:1 12% Ratio of basic salary and remuneration of women to men for each employee category Auckland By role Wellington Leader of Self Senior Leader People Leader Exec 0.95:1 0.95:1 0.92:1 0.66:1 The age groups of Z’s permanent employees and Board at 31 March 2021 % Employees Age Under 30 years 30–50 years Above 50 years 16% 60% 24% 0.91:1 0.81:1 0.97:1 n/a % Board 0% 0% 100% 9 5 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A The ethnicities of Z’s permanent employees and Board at 31 March 2021 Ethnicity % Employees % Board NZ European/Pākehā European Asian (including Indian and Pakistan) Other Ethnicity Information Not Provided Middle Eastern/Latin American/African Māori Pacific Islander 64% 12% 15% 2% 1% 2% 3% 1% 100% 0% 0% 0% 0% 0% 0% 0% The number of Z permanent employees and Board with dependants at 31 March 2021 Number Dependants No Yes Not disclosed Parental leave Total number of employees that were entitled to parental leave, by gender Female 194 Male 303 Non Binary/ Not Disclosed 1 Total number of employees that took parental leave, by gender Non Binary/ Not Disclosed Female Male 13 0 0 193 256 49 Total 498 Total 13 Total number of employees that returned to work in the reporting period after parental leave ended, by gender Female 12 Male 1 Non Binary/ Not Disclosed 0 Total 13 Total number of employees that returned to work after parental leave ended that were still employed 12 months after their return to work, by gender Female 17 Male 5 Non Binary/ Not Disclosed 0 Total 22 Return to work and retention rates of employees that took parental leave, by gender Return to work rate Retention rate Female 85 72 Male 100 100 Non Binary/Not Disclosed NA NA GOVERNANCE A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 6 0 PRINCIPLE 2 BOARD COMPOSITION AND PERFORMANCE: continued Number of employees by education level Education Level Tertiary Post Graduate Secondary None or unknown Number 285 113 60 40 Z’s capability-led strategy relies on all people developing their capability in Customer Experience (CX), innovation and digitisation. A CX-blended learning pathway is available for all staff, and over 80 percent have completed it so far. Our previous work in partnership with Microsoft to embed Microsoft 365 and upskill our people in digital capabilities via a scenario-based learning programme paid off as we entered lockdown, with our corporate workforce able to seamlessly transition to working remotely without an impact on productivity. We have recently targeted capability build in CX for specialist roles, starting with product managers. A product management capability framework has been developed and is now in use for development planning for product managers, supported by online learning resources and a community of practice. In addition, capability has been built with our Segment Managers and Experience Owners in the development of strategies and effective evaluation of the initiatives that deliver on strategy. Ways of Working (WOW) principles have been further developed and embedded across Z, with our WOW coaches building agile, lean and human-centred development capability. We have embedded these principles within the Z How — the operating model we have designed this year which will allow us to manage and evaluate ideas into clear road maps for the key parts of our business, prioritise what matters most and then deliver this at pace on a rolling quarterly cadence. E-learning to support the implementation of the Z How has been built, initially focusing on idea management. Z delivers training and programmes through online learning modules using SAP’s Litmos learning management system. Z’s revised Leadership Framework was launched early in FY21 to reflect changing expectations of leadership. Everyone at Z is a Leader and Covid-19 demonstrated how fit for purpose this revised framework is for leading through increasingly volatile times. A Learning and Development programme which supports all employees to develop these skills will be rolled out in FY22, beginning with our senior leaders. Blended learning programmes have been tailored for frontline operations staff at Terminals and the Biodiesel plant. Z has partnered with Otago Polytech EduBits to add micro-credentials to Terminals training for the Wharf Attendant role, and intends to expand the programme if this is successful. EAP Services Limited provides career coaching and is available to all staff and their immediate families. Outplacement and career coaching services are provided by CDL Insight Consulting. 1 6 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A Diversity of governance bodies and employees Percentage of individuals by gender, age and ethnicity % Employees % Exec % Board FY21 FY20 FY21 FY20 FY21 FY20 Gender Female Male Non Binary/Not Disclosed Age Group Under 30 years 30–50 years Above 50 years Ethnicity 39% 37% 60% 63% 1% 1% 40% 40% 60% 60% 0% 0% 16% 15% 60% 62% 24% 23% 0% 0% 40% 50% 60% 50% NZ European/Pākehā European Asian (including Indian and Pakistan) Other Ethnicity Information Not Provided Middle Eastern/Latin American/African Māori Pacific Islander 64% 60% 12% 13% 15% 14% 3% 2% 1% 1% 2% 2% 5% 3% 2% 1% 80% 80% 20% 20% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% Notes The age groups of Board members were incorrectly stated in the FY20 report. The standard deviation of Director age is 6.86 years. 33% 29% 67% 71% 0% 0% 0% 0% 29% 43% 71% 57% 100% 100% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% GOVERNANCE A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 6 2 PRINCIPLE 2 BOARD COMPOSITION AND PERFORMANCE: continued New employee hires and employee turnover Total number and rate of new employee hires during the reporting period, by age group, gender and region Number Rate Gender Female Male Non Binary/Not Disclosed Region Auckland Canterbury Otago Mini-Tankers Driver Bay of Plenty Hawke's Bay Nelson Wellington Home Office Age Groups Under 30 years 30–50 years Above 50 years 31 26 10 1 1 3 0 0 0 42 0 22 31 4 54% 46% 18% 2% 2% 5% 0% 0% 0% 74% 0% 39% 54% 7% Total number and rate of employee turnover during the reporting period, by age group, gender and region Number Rate Gender Female Male Non Binary/Not Disclosed Region Auckland Canterbury Otago Mini-Tankers Driver Bay of Plenty Hawke's Bay Nelson Wellington Home Office Age Groups Under 30 years 30–50 years Above 50 years 26 50 1 23 3 1 4 0 1 1 43 1 14 47 16 34% 65% 1% 30% 4% 1% 5% 0% 1% 1% 56% 1% 18% 61% 21% 2.6 – Directors should undertake appropriate training to remain current on how to best perform their duties as directors of an issuer. Z is committed to the continuous education of the Board. According to the Z Board Charter, all Directors are expected to continuously educate themselves to ensure they have the appropriate expertise to perform their duties effectively. This year, the development opportunities for the Board provided by Z focused on structured ‘deep dive’ education sessions on the following issues: • Covid-19 — the potential for resurgence and safety implications 3 6 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A • Building the capability of Z people • Robberies and risk of abuse/wellbeing of staff • Safety and Wellbeing/environment risk management • Z’s process safety management framework • Retail operational risk management • Z Loyalty activity (Pumped, FlyBuys, data-driven programmes and offers) • Cyber risk — loss/exposure of customer/sensitive data • Cyber risk — loss of control/access to Z systems or data • Cyber risk — ransomware. Individual Directors also pursued a range of external training and development, including attending sessions on governing through crisis, the need for clear business purpose, governing climate change risk, building governance capability, boardroom behaviour and attending the annual Corporate Governance Symposium. Individual Directors also conducted safety ‘walk and talks’ (SWATS) as part of Z’s operational risk management system including meeting with Z Mini-Tanker drivers, visiting the Te Kora Hou Biodiesel plant, and inspection of the Seaview pier facilities, including an update on asset management and strategy. For FY22, areas targeted specifically for Director development include developing a coherent ESG strategy bringing together all the various activity streams across Z and setting clear future goals and commitments; a deep dive into the global status and development of future fuels; further deep dives on climate change risk; and work on the future of Z’s retail business. GOVERNANCE A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 6 4 PRINCIPLE 2 BOARD COMPOSITION AND PERFORMANCE: continued 2.7 – The board should have a procedure to regularly assess director, board and committee performance. The Z Board’s People and Culture Committee is responsible for overseeing the annual evaluation process of the Z Board and Board Committees. As a condition of the Z Board Charter, the Board annually reviews and evaluates the performance of the Board, Committees and individual Directors. This year the Z Board was reviewed by independent experts, including an organisational psychologist, in December 2020. This process included attendance by the independent assessors at the full set of in-person Board and Committee meetings, one-on-one interviews with each of the Directors and key Executive team members, and reviews of Board papers, agendas, and minutes. Feedback is provided to the Board as a collective, and individual feedback is given to each Director privately followed by individual conversations with the Board Chair. The outcome of the review was discussed with the Board in February 2021. The report noted that systems, policies and processes are seen to be in good shape, with a rigorous framework in place and strong commitment to best practice. It also noted there is a strong collective skill set and all Directors are engaged and contributing strongly. The key recommendation for the Board was around generating more clarity on future strategy and using this clarity to focus diversity of thought and enhance Board cohesion. This had previously been identified as an area of Board focus. Future strategy was addressed at the February Board meeting following the Board’s discussion on the broader Governance review. The Board also agreed that strategic choices will remain an area of focus over FY22. 2.8 – A majority of the board should be independent Directors. One hundred percent of the Board is independent. In order for a Director to be considered independent, the Board must affirmatively determine that the Director does not have a disqualifying relationship or material relationship with Z Energy. Additionally, the Chair’s other commitments must not be such that they are likely to hinder the Chair’s effective performance of the role. 2.9 – An issuer should have an independent chair of the board. If the chair is not independent, the chair and the CEO should be different people. Abby Foote is Z’s independent Chair of the Board. The roles of Z’s Chair and the CEO are required to be held by different people. PRINCIPLE 3 BOARD COMMITTEES: “The board should use committees where this will enhance its effectiveness in key areas, while still retaining board responsibility.” 5 6 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A 3.1 – An issuer’s audit committee should operate under a written charter. Membership on the audit committee should be majority independent and comprise solely of non-executive directors of the issuer. The chair of the audit committee should be an independent director and not the chair of the board. 3.2 – Employees should only attend audit committee meetings at the invitation of the audit committee. 3.3 – An issuer should have a remuneration committee which operates under a written charter (unless this is carried out by the whole board). At least a majority of the remuneration committee should be independent directors. Management should only attend remuneration committee meetings at the invitation of the remuneration committee. The Z Board has a number of Committees, providing specialist areas of focus on core parts of the business, such as Safety and Wellbeing, People and Culture, and Risk. Details of these Committees and Director attendance at their meetings is on page 56. Z’s Audit and Risk Committee (ARC) operates under a written charter. All members (100 percent) of the ARC are independent Directors and the Chair of the ARC is not the Chair of the Board. The ARC Charter can be found in the Corporate Governance section of the Z Energy Investor Centre at: https://investors.z.co.nz/corporate-governance/governance-overview Z’s employees only attend ARC meetings at the invitation of the Committee. Committee meeting procedure is outlined in the ARC Charter. Z’s People and Culture Committee (PCC) performs the duties of a remuneration committee and it operates under a written charter. The PCC guides and reviews Z’s People and Culture and Remuneration strategies. This involves reviewing short- and long-term incentive offers, and Z’s structures and policies to ensure they support the delivery of Z’s strategy and business plans. The PCC subsequently makes recommendations to the Board. The PCC also approves Z’s annual remuneration budget. The PCC agrees on remuneration of the CEO, the Board and the Executive. This element of the PCC’s role involves approving performance criteria for the CEO. The Board Chair is responsible for the CEO’s performance review. The PCC approves CEO remuneration and recommends incentive payments or other adjustments to CEO remuneration to the Board, considering the CEO’s performance review with the Board Chair. The PCC establishes, develops and oversees a formal and transparent process for the Board to review and evaluate the performance of the overall Board, the Board Committees, and individual Directors, and to determine appropriate Board remuneration subject to approval by shareholders as required by the NZX Main Board and Debt Market Listing Rules. It is the responsibility of the PCC to review and provide oversight of diversity and inclusion within the Z Group. This is particularly relevant in the context of providing assurance that Z’s remuneration practices are checked for bias and in support of Z’s commitment to closing the gender pay gap. Management only attend PCC meetings if invited by the Committee. The PCC Charter can be found in the Corporate Governance section of the Z Energy Investor Centre at: https://investors.z.co.nz/corporate-governance/governance-overview 7 6 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A 3.6 – The board should establish appropriate protocols that set out the procedure to be followed if there is as takeover offer for the issuer including any communication between insiders and the bidder. The board should disclose the scope of independent advisory reports to shareholders. These protocols should include the option of establishing an independent takeover committee, and the likely composition and implementation of an independent takeover committee. Z adopted its Takeover Response Policy in 2019 to assist the Board and management if Z receives an offer or an approach by a potential acquirer for a controlling stake in Z. The purpose of the Policy is to ensure that Z is well-prepared for any approach and therefore will be better able to control the takeover response process, and respond to any approach in a professional, timely and co-ordinated manner. Such a response will ensure that any approach is properly managed in the best interests of Z and its shareholders. Z has a takeover response manual for reference by the Board and relevant senior management to assist in the effective operational management of any potential takeover offer. While acknowledging a takeover is not a crisis, the Z crisis management plans and pandemic response plans proved to be highly effective and accessible in developing frameworks, responses, roles and responsibilities. The format for Z’s takeover response manual is also familiar to Z people. Z’s Takeover Response Policy sets out specific obligations that apply to Directors, the CEO and the CFO, as well as certain other employees who may be involved in a takeover response process. In the event of an offer or approach occurring, the material contained in the Policy would be supplemented by Z’s management and external advisers at the time. The Takeover Response Policy can be found in the Corporate Governance section of the Z Energy Investor Centre at: https://investors.z.co.nz/corporate-governance/ governance-overview GOVERNANCE A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 6 6 PRINCIPLE 3 BOARD COMMITTEES: continued 3.4 – An issuer should establish a nomination committee to recommend director appointments to the board (unless this is carried out by the whole board), which should operate under a written charter. At least a majority of the nomination committee should be independent directors. 3.5 – An issuer should consider whether it is appropriate to have any other board committees as standing board committees. All committees should operate under written charters. An issuer should identity the members of each of its committees, and periodically report member attendance. The People and Culture Committee (PCC) assists the Board with succession planning and recruitment for the Board, CEO, Executive and other agreed key people. The PCC directly designs and implements Z’s succession planning for the Board, including the Chair of the Board, and the CEO. The succession planning strategy addresses continued effective composition, necessary and desirable skills, experience, knowledge, diversity and judgement and appropriate size of the Board. The PCC identifies and recommends individuals for nomination to be members of the Board and Board Committees to ensure the effective composition of both. The PCC considers factors such as skills, experience, qualification, tenure (if applicable), diversity, judgement, the ability to work with other Directors, fit with the culture of Z, and current and future ability to lead and support Z’s strategy. This year the Board asked to see more key talent as part of their commitment to managing succession, particularly senior leaders identified as potential Executive team successors. The PCC consults as required with the CEO over appointments to the Executive team. This year Z appointed Figen Ulgen as Chief Customer Officer. Figen began working at Z on 1 February 2021, following the departure of Jane Anthony in December 2020 after 11 years in senior management roles. Before immigrating to New Zealand and working as Head of Analytics and Insight at Countdown, Figen held senior executive roles at Intel and Microsoft in the USA, after working with McKinsey in her home country, Turkey. Figen holds a Bachelor of Science and Computer Engineering and a Master of Science in Artificial Intelligence from Florida Institute of Technology (USA) where she held a Fulbright Scholarship. She published her PhD in Machine Learning while studying in Japan under a Government scholarship. Figen adds proven expert executive capability in the areas of digital technologies, data and analytics, product management and development to the Z Executive team. The PCC Charter can be found in the Corporate Governance section of the Z Energy Investor Centre at: https://investors.z.co.nz/corporate-governance/governance-overview The Board has appointed three standing Board Committees to assist in carrying out its responsibilities and has accordingly delegated responsibilities, powers and authority to those Committees. These Committees assist the Board by focusing on specific responsibilities in greater detail than is possible for the Board as a whole. The Board ensures that each Committee has access to adequate resources to perform its functions effectively and efficiently. The Audit and Risk Committee (ARC) has the responsibility of assisting the Board in ensuring oversight of all matters relating to risk management, including verification that there are appropriate processes to identify and manage risk, financial management and controls, and the financial accounting, audit and reporting of Z. The People and Culture Committee (PCC) guides and reviews the People and Culture Strategy and policies. It provides assurance to the Board that the strategy and policies are designed and implemented effectively and are fully compliant with all legislative and listing requirements. The PCC also oversees all people policies including remuneration frameworks. Over FY21 the Health Safety Security and Environment (HSSE) Committee changed its name to the ‘Safety and Wellbeing Committee’ reflecting the changes made in the business and an increasing focus on holistic wellbeing as well as physical health. This was a key focus for Z during the Covid-19 lockdowns and is aligned with stakeholders’ concern around organisational resilience and wellbeing. Over the year considerable progress was made at Z on developing accessible wellbeing resources and leadership. The Board Committee charters can be found in the Corporate Governance section of the Z Energy Investor Centre at: https://investors.z.co.nz/corporate-governance/ governance-overview GOVERNANCE A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 6 8 PRINCIPLE 4 REPORTING AND DISCLOSURE: “The board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of corporate disclosures.” This report seeks to demonstrate the Z Board’s commitment to high-quality disclosure and reporting to shareholders and stakeholders. Z places a high value on transparency and the relevance and quality of its financial and non-financial reporting and seeks to make appropriate market disclosures in a timely fashion. 4.1 – An issuer’s board should have a written continuous disclosure policy. Z’s Market Disclosure Policy ensures the company keeps Z’s investors and markets informed through a clear and balanced approach that communicates both positive and negative developments. 4.3 – Financial reporting should be balanced, clear and objective. An issuer should provide non-financial disclosure at least annually, including considering environmental, economic and social sustainability factors and practices. It should explain how operational or non-financial targets are measured. Non-financial reporting should be informative, include forward looking assessments, and align with key strategies and metrics monitored by the board. The Board is committed to providing timely, consistent, accurate, and credible information to the market. Z’s standing Disclosure Committee is responsible for ensuring Z’s compliance with its disclosure obligations. The Committee consists of the Board Chair, the ARC Chair, the CEO, the CFO, Z’s Corporate Communications and Investor Relations Manager, the General Counsel and Chief Governance Officer. The CEO and the Executive team are required to provide all material information to the Disclosure Officers. The Disclosure Committee also monitors external markets to ensure it is complying with external requirements. The Market Disclosure Policy can be found in the Corporate Governance section of the Z Energy Investor Centre at: https://investors.z.co.nz/corporate-governance/ governance-overview As part of Z’s commitment to continuous disclosure, and in response to high levels of investor and stakeholder uncertainty around the impacts of Covid-19, Z committed on 9 April 2020 to disclosing weekly fuel volume data to the markets in response to requests for greater clarity around fuel market trading conditions during the Covid-19 pandemic. This level of disclosure is unique in the fuel market and has been welcomed by investors and stakeholders. 4.2 – An issuer should make its code of ethics, boards and committee charters and the policies recommended in the NZX Code, together with any other key governance documents, available on its website. Z’s Investor Centre on its website (www.z.co.nz/investor) contains a Corporate Governance section which holds the Z Board Charter and the Charters for Z’s Sub-Committees. This section also includes Z’s Code of Conduct and all other Z policies for public consumption. All key governance, policy and disclosure documents are available on the Z Investor Centre website. 9 6 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A Z’s Executive team is responsible for implementing and maintaining appropriate accounting and financial reporting principles, policies, and internal controls designed to ensure compliance with accounting standards and applicable laws and regulations. Z’s external auditor is KPMG. KPMG is responsible for planning and carrying out each external audit and review in line with applicable auditing and review standards. They are accountable to shareholders through the ARC and the Board respectively. The Z Board retains overall responsibility for financial reporting. The ARC makes sure that it and the full Board are sufficiently informed about best-practice financial reporting and Z’s operations to know whether financial reporting is fit for purpose. The ARC reviews Z’s risk-management systems and receives quarterly reports relating to risk management from Z’s risk and assurance function and from management. Additionally, two certifications from Z’s risk and assurance function are generated every year, providing assurance to the Board that Z’s financial records have been properly maintained, and that the financial statements comply with generally accepted accounting principles and give a true and fair view of Z’s financial position and performance. Non-financial reporting Z is committed to best-practice reporting and transparency at all levels of the organisation. This currently includes reporting against the Global Reporting Initiative (GRI) and Integrated Reporting guidelines and this report is the fifth annual report using these frameworks. Both the GRI and guidelines are recognised by the Sustainable Stock Exchanges Initiative. Z also complies with NZX’s Environmental, Social and Governance guidance and reports against the United Nations Sustainable Development Goals. Z also reports against the Task Force on Climate-related Financial Disclosures (TCFD) and the Australian Modern Slavery Act 2018 (see ‘How we report’ on page 4, ‘TCFD Report year two’ on pages 32–37, ‘Principle 1.1’ (modern slavery) on page 53, and ‘TCFD Index’ on pages 127–128). The ARC makes sure that it and the full Board are sufficiently informed about best-practice financial and non-financial reporting. 5.2 – An issuer should have a remuneration policy for remuneration of directors and officers, which outlines the relative weightings of remuneration components and relevant performance criteria. 1 7 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A Approved Director remuneration for FY21 Board of Directors Audit and Risk Committee (ARC) People and Culture Committee (PCC) Safety and Wellbeing Committee (SWC) Position Chair Non-executive Director Chair Member Chair Member Chair Member Fees (per annum) $185,000 $97,000 $20,000 $10,000 $20,000 $10,000 $20,000 $10,000 Flick Energy Directors’ remuneration received in FY21 The data in this table relates to Flick Energy Director remuneration. No other payments were made to Flick Energy Directors. Marcel van den Assum Scott Bishop Matt Todd Aimee McCammon Lindis Jones Total Board Fees $81,000 $- $54,000 $45,000 $- $180,000 GOVERNANCE A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 7 0 PRINCIPLE 5 REMUNERATION: “The remuneration of directors and executives should be transparent, fair and reasonable.” 5.1 – An issuer should recommend director remuneration to shareholders for approval in a transparent manner. Actual director remuneration should be clearly disclosed in the issuer’s annual report. Directors’ fees The Board determined that there would be no increase in Director fees this year. The last increase in the Z Board remuneration was in 2017. None of the Z Directors are entitled to any remuneration from Z other than Directors’ fees and reasonable travel, accommodation and other expenses incurred in the course of performing duties or exercising powers as Directors. No Directors are entitled to any retirement benefits. In addition to Directors’ fees, additional fees are paid to the Chair and members for work carried out by Directors on various Board committees to reflect the additional time involved and responsibilities of these positions. The current total remuneration pool for Z’s non-executive Directors at 31 March 2021 is $1,100,000 per annum. Board fees ARC fees PCC fees SWC fees Total remuneration $185,000 -$4,194 $10,000 $190,806 $97,000 $20,000 $10,000 $127,000 $97,000 $20,000 $10,000 $127,000 $97,000 $10,000 $20,000 $127,000 $97,000 $10,000 $10,000 $117,000 $97,000 $10,000 $10,000 $117,000 $8,084 $833 $833 $9,750 Abby Foote* Chair, Board of Directors Member, ARC Member, SWC Mark Cross Board of Directors Chair, ARC Member, SWC Julia Raue Board of Directors Chair, PCC Member, SWC Stephen Reindler Board of Directors Chair, SWC Member, ARC Blair O’Keeffe Board of Directors Member, PCC Member, SWC Mark Malpass Board of Directors Member, ARC Member, SWC Alan Dunn** Board of Directors Member, ARC Member, SWC * Abby Foote returned $4,194 in Audit and Risk Committee fees paid in error. ** Alan Dunn retired from Z’s Board on 30 April 2020. GOVERNANCE A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 7 2 PRINCIPLE 5 REMUNERATION: continued CEO and senior officer total remuneration for FY21 We believe in creating a clear link between performance and reward. We report on remuneration earned for the respective year of performance rather than remuneration paid as a more appropriate way of illustrating how pay relates to performance. This means this reporting includes cash bonuses earned over the course of the FY21 year even though they will not be paid until May 2021/FY22. 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. CEO and senior officer remuneration Salary and fees $1,180,000 $440,000 $420,000 $420,000 $510,000 Fixed taxable benefits $60,908 $23,908 $22,908 $22,908 $25,500 Subtotal $1,240,908 $463,908 $442,908 $442,908 $535,500 Pay for performance STI paid in FY22 for FY21 performance Gross LTI paid in FY22 for 2018–21 period $590,000 $198,000 $126,000 $189,000 $229,500 $ – $ – $ – $ – $ – Subtotal $590,000 $198,000 $126,000 $189,000 $229,500 Total remuneration $1,830,908 $661,908 $568,908 $631,908 $765,000 Position Chief Executive Officer GM Retail GM Supply GM Commercial Chief Financial Officer Notes 1. Gross LTI — no payment as performance hurdles were not met. 2. Gross STI — excludes any KiwiSaver contribution. 3. Total remuneration excludes variances based on previous 12 months accumulative annual leave hourly rates, and loan repayment and tax deduction for LTI. 4. Fixed benefits are 5% employer KiwiSaver contribution and medical insurance. 5. In April 2020, the Executive nominated not to receive a remuneration increase. 6. In May 2020, the Board chose not to pay STI for the entire organisation. 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 Short-term Incentive (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. Every permanent Z employee’s remuneration package comprises a base salary, an STI component, and health insurance (with Southern Cross) for themselves and their immediate family. Z also makes a 5 percent employer contribution to KiwiSaver. One hundred percent of Z employees had regular performance and career development reviews during the reporting period. The base-salary model is informed and adjusted each year based on data from independent remuneration specialists. An employee’s base salary is determined from a matrix of their own performance and their current position in the market and reviewed annually. Our STI model is focused on articulating performance goals for Z overall, and rewarding all our people for working together to deliver these. STI values are calculated as a percentage of base salary and determined based on the complexity of the roles. Employees’ STI payments are determined following a review of the company’s performance and may be paid out at a multiplier of zero to two times an individual’s STI target. While the value of the employee STI payments are solely driven by company performance (with the exception of the Executive and Commercial Sales employees), any individual who is underperforming is not eligible for participation in this scheme. 3 7 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A The Executive team and selected senior employees are also eligible for participation in a Performance Rights Long-Term Incentive Plan (PRLTIP). This is a share-based incentive scheme which 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, there are both individual and company targets. For shares to be issued 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. Thirty percent of executives’ salary (excluding the CEO) is subject to stock ownership requirements or guidelines. There are no stock ownership requirements or guidelines for the CEO. Loans are not provided to executives. Performance measures for long-term equity and cash awards granted in the last fiscal year are published in our annual report each year. Short-term Incentive (STI) scheme at Z FY21 The CEO Target bonus amounts for Z Energy meeting expectations for both company and individual performance is 50% of base salary. If the individual and/or the company’s overall performance is below or exceeds expectations a multiplier is applied. 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. STI multiplier matrix for CEO and Executive Individual performance Unacceptable Below expectations Strong performance Exceeds Extraordinary Exceeds Strong performance e Extraordinary c n a m r o f r e p y n a p m o C Below expectations Unacceptable 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 2.00 1.50 1.00 0.50 0.00 2.50 2.00 1.50 1.00 0.00 3.00 2.50 2.00 1.50 0.00 Notes Performance evaluation descriptors are as follows: • Below expectations: Performance less than would normally be expected for the role either due to inconsistent delivery or inconsistent behaviours • Strong performance: Performance fully meets expectations for the role both in what is delivered (results) and how it is delivered (behaviours) • Exceeds: Consistently met expectations in all areas. Performance is measurably ahead of that expected for the role in either delivery against goals or leadership behaviours • Extraordinary: Outstanding contribution to the business made. Generally recognised beyond own team as having delivered outstanding performance in both what was achieved and how they achieved outcomes. Leadership behaviours exceed expectations relative to role. Z’s STI cash bonus is based on three things for our CEO and Executive: 1. Company performance ratings 2. Individual performance rating 3. Base salary and the on-target bonus for role. GOVERNANCE A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 7 4 PRINCIPLE 5 REMUNERATION: continued In February/March, the CEO and the Board agree on the company objectives to be achieved in the following financial year. The company objectives are targets aligned to the four strategic objectives which are to always be safe and reliable, deliver awesome customer experiences, generate heaps of cash flow and grow non-fossil fuel income. 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. 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 the company performance rating. To qualify for any payment, individuals must achieve a minimum overall performance rating of ‘Strong performance’ against their individual targets. To meet those expectations, individuals must deliver strong performance and exhibit behaviour consistent with Z’s values and leadership framework over the course of the year. The STI bonus is paid only if both the company and the individual achieve these nominated thresholds. The Board retains complete discretion over payment of 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 Safety and Wellbeing 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 (RSLTIP) The Executive team and selected senior employees were eligible for the Restricted Share Long-Term Incentive Plan (RSLTIP) that ran from April 2018 to March 2021. The RSLTIP was a share-based incentive scheme, not a cash bonus payment. The RSLTIP focused 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. For the 2018 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 #41, 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. RSLTIP 2018–2021 Key criteria: • Must achieve at least ‘strong performance’ 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 payout of up to 200 percent for ranking of 5 or better. 5 7 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A RSLTIP leadership percentage • CEO — maximum of 2 × 50 percent of salary • All senior officers — maximum of 2 × 30 percent of salary. CEO STI FY21 — 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. • CEO’s annual bonus cap — 3 × target percent of bonus • None of the annual bonus for the CEO is or can be deferred • Our senior officers must meet individual performance targets that are direct subsets of the above-listed company STI FY21 measures • Executives’ annual bonus (excluding CEO) cap — 3 × target percent of bonus • None of the annual bonus for executives can be deferred • No part of the bonus is granted or will be granted guaranteed. CEO pay for performance scenario FY21 Remuneration policy and disclosures The figures in the two graphs below 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. The first graph shows potential remuneration based on the scenario, and the second graph shows actual remuneration for the last five years. 5,000,000 4,000,000 3,000,000 2,000,000 1,000,000 0 FY21 Fixed Rem (unacceptable, below) FY21 On-plan (meets) FY21 Maximum (extraordinary) Fixed STI LTI Five-year summary CEO remuneration 2,500,000 2,000,000 1,500,000 1,000,000 500,000 0 FY17 actual FY18 actual FY19 actual FY20 actual FY21 actual Fixed STI LTI GOVERNANCE A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 7 6 PRINCIPLE 5 REMUNERATION: continued Five year summary — TSR performance For measuring total company performance, Total Shareholder Return (TSR) is the metric for RSLTI. This determines what proportion of shares vest. Z’s relative TSR ranking as shown below 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. Total Shareholder Return (TSR) ZEL v NZX 50 assuming dividend reinvestment 200 150 100 50 0 6 1 - r a M 159.85 52.08 7 1 - r a M 8 1 - r a M 9 1 - r a M 0 2 - r a M 1 2 - r a M Z Energy New Zealand NZX 50 (TSR) Explanation of remuneration policy and items in scenario charts The CEO target bonus amount for strong performance by both company and individual is 50 percent of base salary. The numbers in the graphs on page 75 indicate the multiplier applied to an employee’s bonus depending on company and individual performance. Required disclosures • Pay gap: CEO fixed remuneration ratio to Z permanent employee median fixed remuneration is 10.5:1 (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: none • 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. Z granted an additional payment to four Executive team members in FY21, rewarding them for additional crisis management work. The notice period for the CEO if the Z Board was to terminate the employment contract is four weeks. 7 7 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A Z employees’ remuneration The total number of corporate employees is 498, of which 476 are permanent. 326 Z employees (or former employees) received remuneration and other benefits over $100,000 in their capacity as employees during FY21, as set out in the table below. This includes salary, settlement payments and redundancy payments for all permanent employees. It would also normally include short- and long-term performance bonuses awarded at the end of the previous financial year and paid in this financial year, however this year there were no bonuses paid for the FY20. This disclosure is based on actual amounts received in the year and differs from the disclosure on Executive Remuneration that reflects performance in FY21, not all of which is received during the current year. Z notes the high proportion of employees (65 percent) earning above $100,000 reflects Z’s business model decisions. For example, traditionally lower-earning employee roles (like call centre staff) are presently outsourced to other New Zealand-based organisations. Amount of remuneration $100,000 to $110,000 $110,001 to $120,000 $120,001 to $130,000 $130,001 to $140,000 $140,001 to $150,000 $150,001 to $160,000 $160,001 to $170,000 $170,001 to $180,000 $180,001 to $190,000 $190,001 to $200,000 $200,001 to $210,000 $210,001 to $220,000 $220,001 to $230,000 $230,001 to $240,000 $240,001 to $250,000 $250,001 to $260,000 $260,001 to $270,000 $270,001 to $280,000 $280,001 to $290,000 $290,001 to $300,000 $310,001 to $320,000 $370,001 to $380,000 $380,001 to $390,000 $410,001 to $420,000 $420,001 to $430,000 $430,001 to $440,000 $440,001 to $450,000 $460,001 to $470,000 $530,001 to $540,000 $1,240,001 to $1,250,000 Total Employees 35 34 40 32 29 36 23 21 15 10 7 8 5 5 5 1 3 1 2 1 2 2 1 1 1 1 1 2 1 1 326 GOVERNANCE A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 7 8 PRINCIPLE 5 REMUNERATION: continued Flick Energy employees’ remuneration The data in this table relates to Flick Energy permanent employees only and the figures include all remuneration and benefits. Amount of remuneration $100,000 to $110,000 $110,001 to $120,000 $120,001 to $130,000 $130,001 to $140,000 $140,001 to $150,000 $160,001 to $170,000 $200,001 to $210,000 $210,001 to $220,000 $230,001 to $240,000 $270,001 to $280,000 $350,001 to $360,000 Total Employees 6 1 1 3 3 1 1 1 1 2 1 21 5.3 – An issuer should disclose the remuneration arrangements in place for the CEO in its annual report. This should include disclosure of the base salary, short-term incentives and long-term incentives and the performance criteria used to determine performance-based payments. We report on the CEO’s income for the year of performance, as opposed to the date of payment. The Board completed a review of the CEO’s base remuneration in April 2020. However, facing into the uncertainty of Covid-19, the Executive and CEO nominated not to receive a base remuneration increase in FY21. Their remuneration will be reviewed again in early FY22 to ensure their salaries remain appropriate for the role and skills required. Further details about CEO remuneration and benefits are available under Principle 5, requirement 5.2. PRINCIPLE 6 RISK MANAGEMENT 6.1 – An issuer should have a risk management framework for its business and the issuer’s board should receive and review regular reports. An issuer should report the material risks facing the business and how these are being managed. “Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The Board should regularly verify that the issuer has appropriate processes that identify and manage potential and material risks.” Z considers that it has followed robust enterprise risk management practices in accordance with Z’s Risk Management Policy during the reporting period. Naturally, Covid-19 was a critical principal enterprise risk requiring significant dedicated attention from Management and the Board during FY21. In that context, the consideration of safety, wellbeing and effective risk management — always areas of strong management and governance focus at Z — have been particularly heightened over the period. Z has an enterprise Risk and Assurance system, designed to ensure a proactive, consistent, and systematic approach to identifying and managing risk, and ensuring independent and objective views on the design and operational effectiveness of internal controls. Z’s Risk and Assurance system recognises two principal functions: Risk and Assurance, and Safety and Wellbeing. Risk and Assurance has a primary focus on enterprise risk (commercial, strategic, legal, reputational, people, culture and climate-related) and business risk (insurance and financial risk, including core financial controls, treasury, delegated authorities, and suspicious transactions). Safety and Wellbeing has a primary focus on operational and infrastructure risk and protecting and enhancing the wellbeing of people. 9 7 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A Z’s Risk Management Policy provides clarity on roles and responsibilities for risk and assurance. The Board is responsible for the overall effectiveness of Z’s risk management and internal control systems, setting enterprise-risk appetite, and annually reviewing enterprise risks. The Risk Management Policy can be found in the Corporate Governance section of the Z Energy Investor Centre at: https://investors.z.co.nz/corporate-governance/ governance-overview The Audit and Risk Committee (ARC) is responsible for oversight, monitoring and reviews. Each year, it approves and subsequently monitors the annual risk and assurance plan on behalf of the Board. It takes into account the internal and external environment, changes in the likelihood and consequence ratings of existing enterprise risks, new risks, emerging risks and the individual business-unit risk profiles. The ARC takes into account specific risks and broader linkages between those risks. If a risk is not deemed to have the right level of control in place, a treatment plan is identified and implemented to manage the risk. Similarly, if additional risk assessment or review is required then this will be identified; a recent example of this being the way in which Z is managing climate-related risks. This year, the ARC introduced a new ‘risk watchlist’ to the highest priority principle enterprise risks and ensure resources are being appropriately allocated to the development of controls and mitigants for these risks. Management regularly reports to the Board on principle enterprise risks through a series of risk deep dives. These entail the Executive risk owner discussing one or two risks with a detailed risk control plan for each. The CEO is responsible for promoting a culture of proactively managing risks, reporting to the ARC and managing any changes to the rating of enterprise risks. Z’s General Manager, Strategy and Risk, is responsible for providing a single framework for risk management at Z, consistent with Z’s Risk Management Policy and the Board’s risk appetite, including facilitating regular reviews and updates to the CEO and the ARC. 6.2 – An issuer should disclose how it manages its health and safety risks and should report on its health and safety risks, performance and management. Because of the nature of Z’s business, safety and wellbeing risks are an area of continuous focus. Z’s Safety and Wellbeing Committee oversees health and safety risk and is responsible for all risks that could cause harm to people or the environment arising from Z’s operations and activities. Over FY21 safety and wellbeing emerged as the most material issue of concern to stakeholders, and much of the Board and management team’s focus over the year was protecting the safety and wellbeing of our people, customers, communities and our economy in light of risks associated with Covid-19. More information on Z’s commitment to Safety and Wellbeing is available on pages 44–45. Z’s Safety and Wellbeing Committee approves an annual Safety and Wellbeing enterprise plan, receives assurance and performance reports, monitors implementation of Z’s Operational Risk Management system, and oversees the management of major hazard facilities. Z discloses its Safety and Wellbeing indicators quarterly to the market in its quarterly operational data, which is available on Z’s Investor Centre. These indicators are: lost time injuries; spills to ground; robberies; fuel quality incidents; process safety incidents; food safety incidents; Z’s total recordable case frequency; and motor vehicle incident frequency. The quarterly operational data can be found in the Announcements section of the Z Energy Investor Centre at: https://investors.z.co.nz/announcements/nzx-announcements GOVERNANCE A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 8 0 PRINCIPLE 7 AUDITORS: “The board should ensure the quality and independence of the external audit process.” 7.3 – Internal audit functions should be disclosed. 7.1 – The board should establish a framework for the issuer’s relationship with its external auditors. This should include procedures: a. for sustaining communication with the issuer’s external auditors; b. to ensure that the ability of the external auditors to carry out their statutory audit role is not impaired or could reasonably be perceived to be impaired; c. to address what, if any, services (whether by type or level) other than their statutory audit roles may be provided by the auditors to the issuer; and d. to provide for the monitoring and approval by the issuer’s audit committee of any service provided by the external auditors to the issuer other than in their statutory audit role. 7.2 – The external auditor should attend the issuer’s Annual Meeting to answer questions from shareholders in relation to the audit. The oversight of Z’s external audit arrangements is the responsibility of the ARC. The key roles of the ARC are ensuring that the independence of the external auditors is maintained, and that Z’s external financial reporting is highly reliable and credible. The ARC Charter states that one of the responsibilities of the ARC is to sustain communication with Z’s external auditors by providing a formal forum for free and open communication between the Board, Z’s Risk and Assurance function, the external auditors and management. The ARC Charter indicates the different ways in which communication occurs with Z’s external auditors. Z’s External Auditor Independence Policy outlines the framework for the relationship with its external auditors. The Policy was reviewed in August 2020 following the Financial Markets Authority New Zealand (FMA) report ‘Audit Quality — a Directors’ Guide’ on auditor independence and reviews of policies in other listed companies. The ARC noted the policy was substantially consistent with FMA guidelines and similar to the equivalent policies reviewed. Relatively minor amendments were made. KPMG are retained as Z’s audit firm and a process was completed in FY21 to appoint a new audit partner. The Policy outlines the general requirements for approval of external auditors. A firm may only be approved if it is considered to have full knowledge of the relevant facts and has impartial judgement on issues related to the engagement. The external auditor must not have held a management position at Z within two years prior to the engagement that involved financial oversight. The firm must not allow the direct compensation of its audit partners for selling other services to Z. The Policy also outlines the guidelines for ensuring that any other assurance services provided by Z’s external auditor do not conflict with the independence element of the role. A general set of principles to be applied is provided. The ARC must pre-approve all statutory and regulatory audit and related assurance services provided by the external auditor. Aside from core audit services relating to the statutory and regulatory audit, there are other assurance services by the external auditor that are permitted as long as these are pre-approved. The Policy also clarifies other services that are not appropriate or permitted for the external auditor to carry out. Z trusts and relies on KPMG’s internal processes and declarations. The updated External Auditor Independence Policy can be found in the Corporate Governance section of the Z Energy Investor Centre at: https://investors.z.co.nz/ corporate-governance/governance-overview Z’s external auditors attend all of Z’s ASMs and are available to answer questions from shareholders in relation to their audit. 1 8 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A The Enterprise Risk and Control Committee is a management committee chaired by the General Manager, Strategy and Risk. This committee has oversight of the implementation and operation of Z’s enterprise risk management system, and considers general risk and control matters consistent with the Board’s risk appetite. Z’s Enterprise Risk and Assurance function reviews and reports on the effectiveness of internal control systems and procedures. It has full access to the ARC. Each year, the ARC determines the scope and activities of Z’s Risk and Assurance function. The Head of Risk and Assurance has direct access to the CEO, reports to the Chair of the ARC for functional risk and assurance purposes, the CFO for administrative purposes and the GM, Strategy and Risk for other purposes. PRINCIPLE 8 SHAREHOLDER RIGHTS AND RELATIONS: “The board should respect the rights of shareholders and foster constructive relationships with shareholders that encourage them to engage with the issuer.” Z’s starting position is that shareholders are the owners of the company. Z respects its shareholders and is committed to communicating with them openly and transparently. With that commitment comes a commitment to listening, and Z seeks to understand shareholders’ views, perspectives and ideas on a continuous basis. Over FY21 there was a great deal of uncertainty across the capital markets as to what the impact of Covid-19 might be. In this context, Z redesigned the way it seeks to communicate with investors, moving, for example, to providing weekly fuel volume data disclosures instead of on a quarterly basis. At its 1H21 result, Z also outlined clearly the steps and areas of focus for Z in rapidly rebuilding from Covid-19 and resuming dividend flows to investors. This report is a continuation of these areas of focus. Z has a comprehensive Investor Centre at www.z.co.nz/investor via which shareholders and stakeholders can access a wide range of disclosures, reports, policies and charters as have been referenced throughout this Corporate Governance section. Z seeks to be open and accessible to shareholders and ensures face-to-face engagement with institutional investors whether in person or virtually. Z’s annual meeting provides a form for retail investors to engage with both management and the Board. Z’s hybrid ASM on 18 June 2020 saw 418 attendees (most online). Technology allowed for questions to be submitted prior to or at the meeting and a record number of questions were raised. Z provides multiple channels through which shareholders can easily contact the company. All of Z’s reporting and corporate information is available electronically through its website but Z will also provide information in other ways when that better suits an investor. Z also maintains an accessible social media presence. Z has an Investor Communications Policy which sets out how Z will engage with shareholders at: https://investors.z.co.nz/corporate-governance/governance-overview We’re always happy to talk to shareholders. Z’s Investor Centre website contains contact information for direct access to our Corporate Communications and Investor Relations Manager, Z’s Board of Directors and Z’s General Counsel and Chief Governance Officer. Shareholders have the option to receive communications from Z electronically. 8.1 – An issuer should have a website where investors and interested stakeholders can access financial and operational information and key corporate governance information about the issuer. 8.2 – An issuer should allow investors the ability to easily communicate with the issuer, including providing the option to receive communications from the issuer electronically. GOVERNANCE A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 8 2 PRINCIPLE 8 SHAREHOLDER RIGHTS AND RELATIONS: continued 8.3 – Quoted equity security holders should have the right to vote on major decisions which may change the nature of the issuer in which they are invested. 8.4 – If seeking additional equity capital, issuers of quoted equity securities should offer further equity security holders to existing equity securities of the same class on a pro rata basis, and on no less favourable terms, before further equity securities are offered to other investors. Contact information, frequently asked questions, and options to receive alerts and request information from Z can be found under the Shareholder Services section of Z’s Investor Centre at: https://investors.z.co.nz/shareholder-services/investor-faqs Major decisions that may change the nature of Z’s business would be presented as resolutions at the ASM and voted on by shareholders. 8.5 – The board should ensure that the notices of annual or special meetings of quoted equity security holders is posted on the issuer’s website as soon as possible and at least 20 working days prior to the meeting. Each year the Annual Shareholders Notice of Meeting is sent to shareholders by mail and email at least 28 days before the meeting. Notices are also made available in the Announcements section of the Z Investor Centre website at least 20 working days prior to the meeting at: https://investors.z.co.nz/announcements/annual-shareholder-meeting 3 8 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A As stated in this report, Z raised $347 million in additional equity capital in May/June 2020. The equity capital raise consisted of an institutional placement (including to new investors) (Placement) followed by a share purchase plan (SPP). The $347 million raised comprised $57.5 million in a share purchase plan and a fully underwritten $290 million placement of new shares. The Placement was fully underwritten at $2.75 per share, and shares were allocated to existing shareholders and new investors at a price of NZ$2.90 per share, resulting in the issue of 100 million new fully paid ordinary shares. The Placement issue price represented a discount of 7.6 percent to the last close price of NZ$3.14 on 8 May 2020, and a discount of 7.3 percent to the five-day volume weighted average price (VWAP) of NZ$3.13. The Placement was conducted on an open-access basis and existing shareholders who participated were given priority to obtain a pro rata allocation. Over 95 percent of the new shares issued under the Placement were allocated to existing shareholders, with the remaining new shares issued allocated to new investors, in accordance with Z Energy’s allocation policy. The Share Purchase Plan (SPP) was offered to all eligible existing Z shareholders with a registered address in New Zealand or Australia, enabling them to each subscribe for up to a maximum of NZ$50,000 / AU$47,000 of new Z shares. 6,220 Z shareholders applied under the SPP with an average application of approximately NZ$9,239. Given the New Zealand Dollar to Australian Dollar exchange rate on the closing date, Australian Dollar applications were capped at AU$46,710. The new shares issued under the SPP were issued at a price of NZ$2.806, being a 2.5 percent discount to the five-day volume weighted average price of Z’s shares traded on the NZX during the last five days of the SPP offer period (including the closing date). Z was granted a waiver from Listing Rule 4.5.1 in connection with the equity capital raise offer (Waiver). As a part of its consideration of Z’s application for the Waiver, NZX Regulation confirmed that the equity capital raise complied with recommendation 8.4 of the Corporate Governance Code. The reasons for this include: • As a condition of the Waiver, the Placement was conducted on an ‘open access’ basis, so that existing Z shareholders with a broker relationship could participate • As a condition of the Waiver, existing Z shareholders were given priority to obtain their pro rata allocations in the Placement • As a condition of the Waiver, Z was required to disclose the proportions of existing investors and new investors who participated in the Placement • NZX Regulation was satisfied that approximately 99 percent of existing Z retail shareholders would have the opportunity to maintain their pro rata shareholding under the SPP alone. In total, the new shares issued through the Placement comprised 25 percent of Z Energy’s shares prior to the completion of the Placement. This means that Z did not rely on the waiver from Listing Rule 4.5.1 granted by NZX Regulation on 11 May 2020. A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 8 4 GOVERNANCE Ngā puakanga tāpiri Additional disclosures Disclosure of Directors’ interests Z Directors: Director Abby Foote Positions Director Blair O’Keeffe Director Julia Raue Chair Director Mark Cross Director Mark Malpass Stephen Reindler Member Shareholder Director Member Power of Attorney Director Chair Independent Advisor Shareholder Company Z Energy 2015 Limited Sanford Limited Freightways Limited Z Energy 2015 Limited Endzone Commercial Limited Central Economic Development Agency (ended 31 March 2021) Napier Port Holdings Limited Port of Napier Limited Central Air Ambulance Rescue Limited Hawke’s Bay Rescue Helicopter Trust Z Energy 2015 Limited Z Energy ESPP Trustee Limited Z Energy LTI Trustee Limited Jade Software Corporation Limited Television New Zealand Limited The Warehouse Group Limited Southern Cross Health Society Southern Cross Pet Insurance Limited Z Energy 2015 Limited Milford Asset Management Limited Milford Funds Limited Chorus Limited Xero Limited Investment Committee of Te Puia Tapapa Private Equity Fund Milford Asset Management Limited Z Energy 2015 Limited Candesco Limited Steel & Tube subsidiaries Auckland Grammar School Board of Trustees Steel & Tube Holdings Limited Z Energy 2015 Limited Pearl Coast Properties Pty Limited Broome International Airport Pty Limited Broome Shared Services Pty Limited Steel and Tube Holdings Limited CMUA Project Delivery Ltd Waste Disposal Services (unincorporated joint venture) D & H Steel Construction Limited Clearwater Construction Limited Massey University/AgResearch Joint Food Science Centre Steering Committee Air New Zealand development at Auckland Airport Auckland International Airport Limited Air New Zealand Meridian Energy Limited Contact Energy Limited Vector Limited 5 8 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A Flick Energy Directors disclosed the following interests in other named companies at 31 March 2021: Director Positions Company Marcel van den Assum Shareholder Director and shareholder Director Shareholder Member Beneficiary of a Deed of Indemnity provided by Matt Todd Group Chief Executive Director Beneficiary of a Deed of Indemnity provided by Flick Energy Limited Regen Limited Merlot.Aero Limited Education Payroll Limited Guam Nominee Limited Wipster Independent Shareholders Limited Wip App Limited CropX (NZ) Limited Sprout Agritech Limited Yonix Limited Cogo Connecting Good Limited Angel Association Flick Energy Limited Eastland Group Limited Eastland Group Limited and subsidiaries Plus Business Limited (formerly Matt Todd Holdings Limited) Gisvin Limited Flick Energy Limited Lindis Jones Chief Financial Officer Director Beneficiary of a Deed of Indemnity provided by Z Energy Limited The New Zealand Refining Company Limited Flick Energy Limited Aimee McCammon Managing Director Advisory board member Beneficiary of a Deed of Indemnity provided by Aaron Snodgrass (Alternate for Matthew Peter Todd) Chief Financial Officer Director Trustee and Chairman Board Trustee and Chairman Beneficiary of a Deed of Indemnity provided by Augusto Group (Augusto, Augusto Entertainment, Corner Store, New Ventures) Pic's Peanut Butter Flick Energy Limited Eastland Group Limited Eastland Group Limited and subsidiaries AP Snodgrass Limited Dilworth Trust The Dilworth Foundation Flick Energy Limited Scott Bishop (Resigned 31 March 2021) Chief Innovation Officer Beneficiary of a Deed of Indemnity provided by Z Energy Limited Flick Energy Limited Directors’ interests in share transactions The following Directors disclosed an acquisition or disposal of relevant interest in Z shares or bonds during the year to 31 March 2021: Director Abby Foote Julia Raue Mark Cross Stephen Reindler Blair O'Keeffe Mark Malpass Number of shares or bonds in which a relevant interest is held Z Energy Limited — 52,040 shares Z Energy Limited — 21,191 shares Z Energy Limited — 18,000 shares Z Energy Limited — 18,100 shares Z Energy Limited — 53,685 shares Z Energy Limited — 15,000 shares Acquired shares for the year to March 2021 14,255 shares 10,691 shares 17,818 shares 10,600 shares 53,685 shares A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 8 6 GOVERNANCE Additional disclosures (continued) Senior officers’ interests in shares and bonds The senior officers disclosed the following relevant interests in shares at 31 March 2021: Executive team member Mike Bennetts Interest as registered holder of shares Z RSLTIP interests Z PRLTIP interests Z PRLTIP interests 367,076 shares (held by Kammjam Trust) 69,351 shares for the period ended 31 March 2021 185,535 shares for the period ended 31 March 2022 398,649 shares for the period ended 31 March 2023 Lindis Jones 120,415 shares 19,401 shares for the period ended 31 March 2021 48,113 shares for the period ended 31 March 2022 103,378 shares for the period ended 31 March 2023 Nicolas Williams 43,893 shares 17,143 shares for the period ended 31 March 2021 39,623 shares for the period ended 31 March 2022 85,135 shares for the period ended 31 March 2023 Andrew Baird David Binnie Nil 41,509 shares for the period ended 31 March 2022 89,189 shares for the period ended 31 March 2023 17,946 shares for the period ended 31 March 2021 39,623 shares for the period ended 31 March 2022 85,135 shares for the period ended 31 March 2023 Z ESPP interests Nil Nil Nil Nil Nil Donations For the year ended 31 March 2021, Z made total donations of $683,040 (2020: $874,551). Flick Energy Limited made donations of $3,000 (2020: $1,496) during this period. Material transactions Z did not enter into an employment contract or contract for personal services during FY21 that would be classified as a Material Transaction under Listing Rule 5.2.2(e)(i). Indemnity and insurance disclosure As permitted by its constitution, Z has entered into a deed to indemnify its Directors and its personnel who serve as Directors of related companies for potential liabilities or costs they may incur for acts or omissions in their capacity as Directors of Z or its related companies. Z has a Directors’ and Officers’ Liability Insurance Policy in place. This provides insurance for the liabilities of the Directors and employees of Z for acts or omissions in their capacity as Directors or employees. Neither the indemnity nor the insurance policies cover dishonest, fraudulent, malicious, or wilful acts or omissions. The Directors have disclosed entry into the deed of indemnity and the Directors’ and officers’ liability insurance in its interests register. As permitted by its constitution, Flick has entered into a deed to indemnify its Directors for potential liabilities or costs they may incur for acts or omissions in their capacity as Directors of Flick. Z has a Directors’ and Officers’ Liability Insurance Policy in place that covers Flick’s Directors. This provides insurance for the liabilities of the Directors of Flick for acts or omissions in their capacity as Directors. The insurance policies do not cover dishonest, fraudulent, malicious, or wilful acts and omissions. The Directors have disclosed entry into the deed of indemnity and the Directors’ and officers’ liability insurance in its interests register. Payments to an auditor Z audit fees are set out in note 7 of the Financial Statements. None of Z Energy 2015 Limited, Z Energy ESPP Trustee Limited, or Z Energy LTI Trustee Limited paid any amounts to an auditor, for audit fees or otherwise, during the period. Flick Energy Limited paid its auditors (KPMG) a fee of $44,000 plus disbursements. Substantial product holders According to notices given under the Financial Markets Conduct Act 2013, the following were substantial product holders of the company at 31 March 2021: Substantial product holders Accident Compensation Corporation L1 Capital Pty Ltd Number of voting products in substantial holding (ordinary Z shares) Percentage of shares held at date of notice 46,524,110 26,113,002 8.95% 5.02% Date of notice 18/05/20 27/11/20 The total number of Z ordinary shares on issue at 31 March 2021 was 520,136,969. Distribution of ordinary shares and shareholders At 31 March 2021 Size of holding 1–1,000 1,001–5,000 5,001–10,000 10,001–50,000 50,001–100,000 100,001 and over Totals Number of shareholders % Number of shares 5,025 7,853 2,535 2,055 171 101 17,740 28.33 44.27 14.29 11.58 0.96 0.57 100 2,740,820 20,767,827 18,785,125 42,325,211 11,994,869 423,523,117 520,136,969 Distribution of ordinary bonds and bondholders At 31 March 2021 ZEL 040 Size of holding 1–1,000 1,001–5,000 5,001–10,000 10,001–50,000 50,001–100,000 100,001 and over Totals ZEL 050 Size of holding 1–1,000 1,001–5,000 5,001–10,000 10,001–50,000 50,001–100,000 100,001 and over Totals ZEL 060 Size of holding 1–1,000 1,001–5,000 5,001–10,000 10,001–50,000 50,001–100,000 100,001 and over Totals Number of bondholders 0 108 264 504 55 52 983 Number of bondholders 0 82 215 543 72 40 952 Number of bondholders 0 133 184 325 35 46 723 % 0.00 10.99 26.86 51.27 5.60 5.29 100 % 0.00 8.61 22.58 57.04 7.56 4.20 100 % 0.00 18.40 25.45 44.95 4.84 6.36 100 7 8 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A % 0.53 3.99 3.61 8.14 2.31 81.42 100 Number of bonds 0 540,000 2,556,000 13,594,000 4,573,000 128,737,000 150,000,000 Number of bonds 0 410,000 2,084,000 15,258,000 5,921,000 46,327,000 70,000,000 Number of bonds 0 665,000 1,744,000 8,100,000 2,843,000 111,648,000 125,000,000 A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 8 8 GOVERNANCE Additional disclosures (continued) Our 20 largest registered shareholders At 31 March 2021 Rank Holder name Account New Zealand Central Securities Depository Limited HSBC Custody Nominees (Australia) Limited CS Third Nominees Pty Limited Citicorp Nominees Pty Limited FNZ Custodians Limited Forsyth Barr Custodians Limited J.P. Morgan Nominees Australia Pty Limited New Zealand Depository Nominee JBWere (NZ) Nominees Limited BNP Paribas Nominees Pty Ltd National Nominees Limited Pt Booster Investments Nominees Limited Citicorp Nominees Pty Limited BNP Paribas Nominees Pty Ltd JBWere (NZ) Nominees Limited 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 Custodial Services Limited 17 Hobson Wealth Custodian Limited 18 Custodial Services Limited 19 Hawkesby Management Limited Forsyth Barr Custodians Limited 20 1-CUSTODY NZ RESIDENT DRP COLONIAL FIRST STATE INV AGENCY LENDING DRP RES INST 1 4 1 E Holding % issued capital 209,802,802 33,244,879 29,325,215 18,347,088 17,505,007 15,844,080 12,612,534 10,809,342 8,888,837 7,144,709 6,118,403 5,152,179 4,486,934 3,921,106 3,200,370 3,104,610 2,846,491 2,601,620 1,908,122 1,771,521 40.34 6.39 5.64 3.53 3.37 3.05 2.42 2.08 1.71 1.37 1.18 0.99 0.86 0.75 0.62 0.60 0.55 0.50 0.37 0.34 Our 20 largest registered bondholders At 31 March 2021 ZEL 040 Rank Holder name New Zealand Central Securities Depository Limited FNZ Custodians Limited Forsyth Barr Custodians Limited Hobson Wealth Custodian Limited Custodial Services Limited Investment Custodial Services Limited Custodial Services Limited Custodial Services Limited Custodial Services Limited FNZ Custodians Limited JBWere (NZ) Nominees Limited Custodial Services Limited 1 2 3 4 5 6 7 8 9 10 11 12 13 University Of Otago Foundation Trust 14 15 16 Custodial Services Limited 17 18 Hobson Wealth Custodian Limited 19 20 Custodial Services Limited Sui Fong Chan Forsyth Barr Custodians Limited FNZ Custodians Limited ENFT Limited ZEL 050 Rank Holder name 1 2 3 FNZ Custodians Limited Forsyth Barr Custodians Limited New Zealand Central Securities Depository Limited Custodial Services Limited Custodial Services Limited Investment Custodial Services Limited Custodial Services Limited JBWere (NZ) Nominees Limited Forsyth Barr Custodians Limited 4 5 6 7 8 9 10 Hobson Wealth Custodian Limited Custodial Services Limited 11 Custodial Services Limited 12 13 FNZ Custodians Limited 14 Custodial Services Limited 15 Karl Heinz Lehmann & Anne Marie Lehmann JBWere (NZ) Nominees Limited JBWere (NZ) Nominees Limited Zhaoxi Lu 16 17 17 18 Custodial Services Limited 19 Green Lane Research & Education Fund Board 20 Custodial Services Limited 9 8 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A Total units 50,917,000 13,492,000 11,082,000 9,546,000 8,125,000 5,606,000 5,389,000 5,175,000 2,613,000 2,321,000 1,571,000 1,537,000 1,005,000 1,000,000 913,000 871,000 465,000 460,000 425,000 334,000 Total units 9,115,000 5,786,000 4,824,000 4,244,000 2,715,000 2,685,000 2,482,000 2,297,000 2,265,000 1,477,000 924,000 840,000 725,000 646,000 600,000 308,000 300,000 300,000 269,000 250,000 215,000 % issued capital 33.94 8.99 7.39 6.36 5.42 3.74 3.59 3.45 1.74 1.55 1.05 1.02 0.67 0.67 0.61 0.58 0.31 0.31 0.28 0.22 % issued capital 13.02 8.27 6.89 6.06 3.88 3.84 3.55 3.28 3.24 2.11 1.32 1.20 1.04 0.92 0.86 0.44 0.43 0.43 0.38 0.36 0.31 Account 1-CUSTODY RESIDENT CASH 4 C 3 2 18 DTA NON RESIDENT NZ RESIDENT 1 1 E 16 DRP AIL CASH 28 Account 1-CUSTODY 4 2 C 3 NZ RESIDENT 1 E RESIDENT CASH 1 18 DTA NON RESIDENT 16 56413 NR USA 12 7 GOVERNANCE A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 9 0 Additional disclosures (continued) Our 20 largest registered bondholders (continued) ZEL 060 Rank Holder name Forsyth Barr Custodians Limited New Zealand Central Securities Depository Limited Custodial Services Limited FNZ Custodians Limited Custodial Services Limited Hobson Wealth Custodian Limited JBWere (NZ) Nominees Limited Custodial Services Limited Custodial Services Limited Investment Custodial Services Limited Custodial Services Limited Custodial Services Limited Forsyth Barr Custodians Limited FNZ Custodians Limited 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 Hobson Wealth Custodian Limited 16 17 18 19 Custodial Services Limited 20 JBWere (NZ) Nominees Limited Custodial Services Limited Best Farm Limited JBWere (NZ) Nominees Limited Account 1-CUSTODY 4 3 RESIDENT CASH NZ RESIDENT 2 1 C 18 16 1 E DTA NON RESIDENT NON RESIDENTS CASH NR USA 6 28 32086 Total units 19,140,000 18,926,000 12,931,000 12,422,000 7,334,000 7,006,000 6,870,000 6,195,000 3,430,000 3,153,000 3,141,000 1,986,000 1,045,000 698,000 451,000 438,000 422,000 400,000 346,000 300,000 % issued capital 15.31 15.14 10.34 9.94 5.87 5.60 5.50 4.96 2.74 2.52 2.51 1.59 0.84 0.56 0.36 0.35 0.34 0.32 0.28 0.24 1 9 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A Pūrongo Pūtea Financial Statements as at 31 March 2021 A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 9 2 Statement of comprehensive income for the year ended 31 March 2021 Statement of changes in equity for the year ended 31 March 2021 3 9 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A Revenue Expenses Purchases of crude, product and electricity Excise, carbon and other taxes Primary distribution Operating expenses Share of loss of associate companies (net of tax) Depreciation and amortisation Net financing expense Impairment Net lease expenses 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/(loss) before taxation Taxation expense/(benefit) Net profit/(loss) for the year Net profit/(loss) 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 Total items that will not be reclassified 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 income/(loss) net of tax Total comprehensive income/(loss) after taxation Total comprehensive income/(loss) attributable to owners of the company Total comprehensive loss attributable to non-controlling interest Basic and diluted earnings per share (cents) Notes 6 3, 7 12, 13 8 13 10 17 9 5 15 2021 $m 3,520 1,765 1,149 43 273 1 143 38 - 32 (10) - 1 3,435 85 28 57 61 (4) 17 (15) (2) - 17 17 74 78 (4) 11 2020 $m 4,987 3,093 1,150 50 484 - 144 50 96 35 3 (2) 9 5,112 (125) (37) (88) (72) (16) 14 (63) 2 (47) 4 (43) (131) (115) (16) (18) Notes Capital $m Retained earnings $m Investment revaluation reserve $m Employee share reserve $m Hedging reserve $m Asset revaluation reserve $m Non- controlling interest $m Balance at 1 April 2019 Adjustment on initial application of NZ IFRS 16 Adjusted balance at 1 April 2019 Net loss for the year Other comprehensive income Revaluation of investment Disposal of revalued assets Revaluation of assets Total comprehensive income for the year Transactions with owners recorded directly in equity: Share-based payments and own shares acquired 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 2020 Balance at 1 April 2020 Net profit/(loss) for the year Other comprehensive income Revaluation of investment Disposal of revalued assets Revaluation of assets Total comprehensive income for the year Transactions with owners recorded directly in equity: Issue of shares Equity raise costs Share-based payments and own shares acquired Total transactions with owners recorded directly in equity Balance at 31 March 2021 15 12 12 20 20 429 - 429 - - - - - - 1 - - - 1 430 430 - - - - - - 347 (10) - 337 767 238 1 239 (72) - - 4 - (13) - (13) - - (63) - - (68) (63) - (188) (15) 15 (188) (17) (17) 61 - 15 2 (17) 61 - - - - - - - - - (76) (76) - - (15) - - (15) - - - - 44 (91) (5) - (5) - - - - - - (1) - - - (1) (6) (6) - - - - - - - - (2) (2) (8) (5) - (5) - 4 - - - 4 - - - - - (1) (1) - 17 - - - 17 - - - - 258 - 258 - - - (2) 14 12 - - - - - 270 270 - - - (2) 17 15 - - - - 18 - 18 (16) - - - - (16) - - - - - 2 2 (4) - - - - (4) - - - - 16 285 (2) Total equity $m 920 1 921 (88) 4 (63) 2 14 (131) - (188) (15) 15 (188) 602 602 57 17 - - - 74 347 (10) (2) 335 1,011 Z ENERGY LIMITED AND SUBSIDIARIES YEAR END REPORT 31 MARCH 2021 A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 9 4 Statement of financial position at 31 March 2021 Statement of cash flows for the year ended 31 March 2021 Shareholders’ equity Equity attributable to owners of the company Non-controlling interest Total equity Represented by: Current assets Cash and cash equivalents Accounts receivable and prepayments Income tax receivable Inventories Derivative financial instruments Assets held for sale Other current assets Total current assets Non-current assets Property, plant and equipment Right of use assets Goodwill Intangible assets Investments Derivative financial instruments Other non-current assets Total non-current assets Total assets Current liabilities Accounts payable, accruals and other liabilities Income tax payable Provisions Short-term borrowings Derivative financial instruments Lease liability Total current liabilities Non-current liabilities Other liabilities Provisions Derivative financial instruments Deferred tax Long-term borrowing Lease liability Total non-current liabilities Total liabilities Net assets Approved on behalf of the Board on 5 May 2021 Abigail Kate Foote Chair Andrew Mark Cross Chair, Audit and Risk Committee Notes 11 19 12 12 10 13 13 15 19 9 17 18 19 10 17 19 9 18 10 2021 $m 1,013 (2) 1,011 162 299 - 570 77 - 1 1,109 816 280 158 497 42 38 13 1,844 2,953 605 15 21 169 33 16 859 8 72 25 94 601 283 1,083 1,942 1,011 2020 $m 600 2 602 19 297 24 565 32 4 - 941 819 282 158 628 48 153 16 2,104 3,045 748 - 19 70 91 14 942 10 74 26 74 1,032 285 1,501 2,443 602 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 received/(paid) Net cash inflow from operating activities Cash flows from investing activities Proceeds from assets held for sale Proceeds from sale of property, plant and equipment Lease payments received from leases Purchase of intangible assets Purchase of investments Purchase of property, plant and equipment Net cash outflow from investing activities Cash flows from financing activities Issue of shares Equity raising costs Net proceeds/(repayment) from bank facility Purchase of shares Dividends paid to owners of the company Repayment of bonds Payment of lease liabilities Net cash inflow/(outflow) from financing activities Net increase/(decrease) in cash Cash balances at beginning of year Cash at end of year Notes 9 10 20 20 18 21 20 18 10 Reconciliation of net profit for the year to cash flows from operating activities Net profit/(loss) for the year Adjustments to reconcile profit to net cash inflow from operating activities Depreciation and amortisation Impairment Share of loss of associate companies (net of tax) 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 5 9 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A 2021 $m 3,542 - 26 (2,393) (995) (80) 22 122 5 - 1 (17) (11) (47) (69) 347 (10) (231) (3) - - (13) 90 143 19 162 57 143 - 1 70 (38) (2) (5) (143) 39 122 2020 $m 5,156 1 43 (3,889) (985) (104) (63) 159 2 24 1 (51) (5) (51) (80) - - 182 - (203) (135) (15) (171) (92) 111 19 (88) 144 96 - (253) 17 202 13 71 (43) 159 Z ENERGY LIMITED AND SUBSIDIARIES YEAR END REPORT 31 MARCH 2021 A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 9 6 Notes to the financial statements for the year ended 31 March 2021 (1) Basis of accounting Reporting entity Z Energy Limited is a profit-oriented company registered in New Zealand under the Companies Act 1993 and a FMC Reporting Entity for the purposes of the Financial Markets Conduct Act 2013. Z Energy Limited is listed, its ordinary shares quoted on the NZX Main Board equity security market (NZX Main Board), on the Australian Stock Exchange (ASX) and has bonds quoted on the NZX debt market. The financial statements presented are those of Z Energy Limited (the Company, Parent) together with its subsidiaries, interests in associates and jointly controlled operations (Z or the Group). Basis of preparation These financial statements have been prepared in accordance with generally accepted accounting practice in New Zealand (NZ GAAP) and part 7 of the Financial Markets Conduct Act 2013. They comply with the New Zealand equivalents to International Financial Reporting Standards (NZ IFRS) as appropriate for profit-oriented entities and with International Financial Reporting Standards (IFRS). Z has reported as a Tier 1 entity under the External Reporting Board (XRB) Accounting Standards Framework, as a listed entity. The measurement basis adopted in the preparation of these financial statements is historical cost, modified by the revaluation of certain assets, investments and financial instruments as identified in the accompanying notes. The functional and reporting currency used to prepare the financial statements is New Zealand dollars, rounded to the nearest million ($m), unless otherwise stated. The financial statements have been prepared on a GST-exclusive basis except billed receivables and payables, which include GST. 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. (2) Changes in accounting policies The accounting policies have been applied consistently to all years presented in these Group financial statements, with the exception of the early adoption of the amendment to NZ IAS 1 ‘Classification of liabilities as current or non-current’ (NZ IAS 1) from 1 April 2020 and NZ IFRS 16 Leases (NZ IFRS 16). The early adoption of the amendment to NZ IAS 1 had no impact on classification of Z’s debt facilities. Z has applied the NZ IFRS 16 practical expedient that permits lessees not to assess whether rent concessions that occur as a direct consequence of the Covid-19 pandemic are lease modifications. The impact is disclosed in note 3. 7 9 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A (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. Refining NZ strategic review (notes 13, 15, 25) On 25 June 2020, Refining NZ announced as part of their strategic review (previously announced on 15 April 2020), that two business model options would be taken forward; a Simplified Refinery model and an Import Terminal System (ITS) model. Both of these models impact Z as a customer and as a shareholder in Refining NZ. Refining NZ implemented the Simplified Refinery model on 1 January 2021, reducing available refining capacity by circa 18% to circa 34 million barrels per annum. On 17 December 2020, Z issued a notice of dispute under its Processing Agreement with Refining NZ in response to the Simplified Refinery model as the proposition did not allow Refining NZ’s customers to access the full capacity of the refinery and made no financial adjustment for the reduced capacity. Z received a notice of dispute from Refining NZ under the Processing Agreement on 18 December 2020 seeking retrospective payment of additional funds up to $70m per annum relating to historic increases to the fee floor and changes to the capacity of the refinery. These disputes remain unresolved, and in conjunction with the strategic review, there is a range of potential outcomes that Z does not have complete control over. Financial impact Z has assessed the financial impact and disclosure requirements in compliance with NZ IFRS, predominantly NZ IAS 36 Impairment of Assets (NZ IAS 36), NZ IAS 37 Provisions, Contingent Liabilities and Contingent Assets (NZ IAS 37) and NZ IAS 10 Events after the Reporting Period (NZ IAS 10). Z has assessed the significant uncertainty of both the outcomes of the Processing Agreement disputes and likelihood of a decision by Refining NZ on whether or not to proceed with the conversion to an ITS. This assessment has resulted in Z expensing the processing fee and the fee floor top up for January, February and March 2021. As at 31 March 2021, the fee floor top up amounts for January and February had been paid to Refining NZ. A change to the ITS model could impact Z on an on-going basis by simplifying the supply chain, which may lead to a reduction in working capital requirements and changes to operating expenditure incurred by the Group. In addition, there are likely to be some one-off conversion impacts, in particular a write-down in the value of any unrefined stock held at the refinery at the time of conversion to an ITS. The impact on the Refining NZ Processing Agreement intangible asset has been assessed in note 13. There will be no impact on the treatment of the investment in RNZ, this will continue to be recognised at the NZX-listed share price at balance date, disclosed in note 15. The impact of events after balance date is disclosed in note 25. Climate Change Commission On 31 January 2021, the Climate Change Commission released its draft advice for the emissions budgets, plans and targets that will enable New Zealand to meet two commitments: the 2030 emissions reduction targets as per the Paris Agreement and to be net carbon zero by 2050. A wide range of advice was issued, including transport, heat industry and power, the Emissions Trading Scheme (ETS), forestry and waste. If the draft advice is adopted by Government, transport emissions would be impacted significantly through a variety of initiatives including greater use of public transport, electrifying the vehicle fleet and increased use of low carbon fuels e.g. biofuels and hydrogen. Z has accounted for its assets and liabilities included within the Statement of financial position in a manner consistent with the draft advice, with no revaluation changes required as at 31 March 2021. Once the advice has been finalised by the Climate Change Commission, Z will reassess if there is any impact on valuations within the Statement of financial position. Provisions (note 17) Liabilities are estimated for decommissioning and restoration (D&R) of certain sites of operation. Z ENERGY LIMITED AND SUBSIDIARIES YEAR END REPORT 31 MARCH 2021 A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 9 8 (3) Critical accounting estimates and judgements (continued) Measurement of fair value (notes 12, 15 and 19) Some of the Group’s accounting policies and disclosures require the measurement of fair values. Land and land improvements are adjusted based on a land inflation index marker (see note 12). Goodwill (note 13) 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. Covid-19 pandemic While some economic impacts of the Covid-19 pandemic have manifested during the year, there remains some uncertainty of the ongoing impact on the Group’s business. Covid-19 Provisions The Group has recorded the following provisions to account for the impacts of the Covid-19 pandemic on the 31 March 2021 financial results: Recognition in the Statement of comprehensive income Balance at 1 April 2020 Created Utilised Released Balance at 31 March 2021 Doubtful debts $m Operating expenses Convenience stores $m Finished product costs $m Operating expenses Cost of goods sold Secondary distribution $m Operating expenses 17 - - (10) 7 7 2 - (9) - 9 1 (8) (2) - - 5 (4) (1) - 2021 $m 33 8 (12) (22) 7 The provisions have been updated to reflect the current estimate of the impact of the Covid-19 pandemic. Movements in the provision balances since 1 April 2020 relate to actual expenses billed, movement in doubtful debts to reflect current debtor balances and latest fuel prices, release of provisions no longer required due to reassessment of expected costs and the identification of additional distribution costs incurred as a result of the Covid-19 pandemic. Doubtful debts The remaining provision is for doubtful debts for the expected impact of recessionary decline caused by the Covid-19 pandemic on the debtor balances existing as at 31 March 2021. Commercial customers Z has performed an assessment of credit risk on its largest Commercial customers and provided for these based on a risk weighting. The criteria for the risk rating includes: • Probability of enduring demand for that customer’s business • The ability of the business to access alternative sources of funding • Z’s understanding and experience with the customer Retail customers and sub-tenants Z has recorded provisions to account for the estimated financial impact of any defaults. Wage subsidy The Group received $3.4m of wage subsidies which have been recognised as an offset to salaries and wages within operating expenses, in line with NZ IAS 20 Government Grants. Rent concessions The Group received $0.5m of rent relief as a direct consequence of the Covid-19 pandemic. The Group has applied the NZ IFRS 16 practical expedient as a lessee not to treat the rent relief as a lease modification. $0.5m of rent relief has been recognised in the Statement of comprehensive income and the lease liability has been reduced by $0.5m. (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 Historical Cost (HC) earnings and RC earnings is a cost of sales adjustment (COSA), foreign exchange, commodity gains and losses and the associated tax impact. 9 9 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A Income statement on RC basis Revenue Expenses Purchases of crude, product and electricity Excise, carbon and other taxes Primary distribution Operating expenses (net of foreign exchange and commodity gains/losses on fuel purchases) Total expenses RC operating EBITDAF* Share of loss of associate companies (net of tax) RC EBITDAF Below RC EBITDAF expenses Depreciation and amortisation Net financing expense Impairment Lease depreciation Lease interest income Lease interest 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/(benefit) RC net profit after taxation 2021 $m 3,520 1,755 1,149 43 334 3,281 239 1 238 143 38 - 20 (1) 13 (10) - 1 204 34 31 3 2020 $m 4,987 3,005 1,150 50 416 4,621 366 - 366 144 50 96 19 (1) 17 3 (2) 9 335 31 (13) 44 * 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). Reconciliation from statutory net profit after tax to RC net profit after tax Statutory net profit after tax COSA Net foreign exchange and commodity (gains)/losses on fuel purchases Tax expense on COSA RC net profit after tax 2021 $m 57 10 (61) (3) 3 2020 $m (88) 88 68 (24) 44 Z ENERGY LIMITED AND SUBSIDIARIES YEAR END REPORT 31 MARCH 2021 A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 1 0 0 (5) Non-controlling interest Z owns 70% of Flick Energy Limited (Flick) with 30% owned by non-controlling interest (NCI). Z consolidates 100% of Flick’s results and presents the portion of profit/(loss) and other comprehensive income attributable to NCI. (7) Audit fees Included in operating expenses are fees paid to the auditors (presented in whole dollars): Flick results for the year ended 31 March 2021 NCI Percentage Assets Cash Other current assets Intangible assets Other non-current Assets Total assets Liabilities Trade payables Deferred tax Provisions Income tax payable Other non-current liabilities Total liabilities Net assets Net assets attributable to NCI (30%) Revenue Net loss Other comprehensive income Total comprehensive income Total comprehensive income attributable to NCI (30%) Flick goodwill write-down attributable to NCI Other losses attributable to NCI on consolidation Total comprehensive loss attributable to NCI Flick 2021 $m 30% Flick 2020 $m 30% 3 31 3 1 38 (9) - - (8) - (17) 21 6 47 (8) - (8) (2) - (2) (4) 4 2 2 1 9 (1) - - - (1) (2) 7 2 39 (7) - (7) (2) (11) (3) (16) (6) Revenue Revenue from major business activities — fuel and convenience retail Revenue comprises the fair value of 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 2021 $m 3,399 65 56 3,520 2020 $m 4,870 64 53 4,987 Audit fees Audit and review of financial statements Audit and review of 2020 financial statements additional fee Agreed upon procedures — licence fee return Cost of stock adjustment review Total audit fees Audit-related fees Greenhouse Gas Statement reasonable assurance Total audit-related fees Total audit and audit-related fees (8) Net financing expenses Financing income Interest income from derivatives Interest income from cash Other finance income 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 1 0 1 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A 2021 $ 2020 $ 348,900 30,000 4,500 10,250 393,650 30,000 30,000 344,000 - 6,000 10,000 360,000 - - 423,650 360,000 2021 $m 2020 $m 24 1 1 26 14 25 2 16 1 6 64 38 40 1 1 42 20 42 5 19 1 5 92 50 Z ENERGY LIMITED AND SUBSIDIARIES YEAR END REPORT 31 MARCH 2021 A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 1 0 2 (9) Taxation Taxation expense or benefit is determined as follows: Net profit/(loss) before taxation Less share of loss of associate companies (net of tax) Net profit/(loss) before taxation excluding share of earnings from associates Taxation expense/(benefit) on profit for the year at the corporate income tax rate of 28% (2020: 28%) Taxation adjustments: Non-deductible expenditure Reinstatement of depreciation on buildings Over-provision in prior periods Taxation expense/(benefit) Comprising: Current taxation Deferred taxation Taxation expense/(benefit) 2021 $m 85 1 86 24 - 5 (1) 28 8 20 28 2020 $m (125) - (125) (35) 11 (12) (1) (37) 32 (69) (37) 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. In March 2020, the Government re-introduced the deductibility of depreciation on buildings for tax purposes, for buildings not primarily used for residential accommodation. This amendment applied from 1 April 2020 and the depreciation rate is 2% diminishing value. The impact of this change was assessed at 31 March 2020 to increase the tax base for these assets, reducing the difference between the carrying cost and the tax base. Both the deferred tax liability and tax expense reduced by $12m. This has been reassessed in the current year with an increase in both the deferred tax liability and tax expense of $5m. The comparative balances have not been restated. 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 2019 Recognised in the Statement of comprehensive income Over-provision in prior periods in the Statement of comprehensive income Reinstatement of depreciation on buildings Balance at 31 March 2020 Balance at 1 April 2020 Recognised in the Statement of comprehensive income Over-provision in prior periods in the Statement of comprehensive income Reinstatement of depreciation on buildings Balance at 31 March 2021 (41) 12 (2) 12 (19) (19) 7 (5) (5) (22) (115) 28 - - (87) (87) 3 - - (84) - 1 - - 1 1 - (1) - - 4 (1) - - 3 3 - 3 - 6 2 5 - - 7 7 6 11 - - 17 17 (3) (17) - - 4 - - - 1 4 (1) - 4 4 (3) 1 - 2 Total $m (143) 60 (3) 12 (74) (74) (13) (2) (5) (94) 3 0 1 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A 2021 $m (22) (72) (94) 2020 $m (12) (62) (74) Deferred tax expected to be settled within 12 months Deferred tax expected to be settled after 12 months Deferred tax Imputation credits available for use in subsequent reporting periods are $106m (2020: $118m). (10) Leases Leases as a Lessee Under NZ IFRS 16, Z recognises right-of-use assets and lease liabilities for most property leases. On inception of a new lease, the lease liability is measured at the present value of the remaining lease payments, discounted using Z’s incremental borrowing rate at that date. The right-of-use assets are measured at an amount equal to the lease liability, and are depreciated over the estimated remaining lease term on a straight-line basis. Z presents the right-of-use assets and lease liabilities separately on the face of the Statement of financial position. Z applies the following practical expedients when applying NZ IFRS 16: • A single discount rate to a portfolio of leases with similar characteristics; • Exemption to not recognise right-of-use assets for low-value leases; and • Exemption to not recognise right-of-use assets for leases with less than 12 months remaining. Nature of lease payments as a lessee Z as the lessee has various non-cancellable leases predominantly for the lease of land and buildings. The leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the lease are renegotiated. Information about leases for which Z is a lessee is presented below: Right-of-use assets Balance at 1 April 2020 Depreciation charge for the year Additions to right-of-use assets Adjustments to existing right-of-use assets Derecognition of right-of-use assets Balance at 31 March 2021 Right-of-use assets related to leased properties that do not meet the definition of investment property are represented as property, plant and equipment. Amounts recognised in profit or loss Leases under NZ IFRS 16 Lease depreciation Interest expense on lease liabilities Lease expense on short-term leases Maturity analysis Leases liabilities as lessee Between 0 to 1 year Between 1 to 5 years More than 5 years Lease liabilities as lessee 2021 $m 20 13 1 2021 $m 16 80 203 299 2021 $m 282 (20) 9 9 - 280 2020 $m 19 17 3 2020 $m 13 74 212 299 Z ENERGY LIMITED AND SUBSIDIARIES YEAR END REPORT 31 MARCH 2021 A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 1 0 4 (10) Leases (continued) Leases as a Lessor Z acts as a lessor for subleases on sites that Z leases. Z assesses each sublease based on the right-of-use asset and expected useful life of the head lease, and where a sublease is for a significant part of the expected life of the lease, Z derecognises part of the right-of-use asset and records this as sublease receivable. Sublease receivables are measured using the present value of the future sublease income, discounted using Z’s incremental borrowing rate at that date. Subleases which are not classified as being for a significant part of the expected life of the lease or of marginal costs are classed as operating leases. Z has receivables from leases as a lessor relating to the lease of premises as shown below: Operating lease income as a lessor Income from subleasing right-of-use assets Total lease expenses/(income) as lessor and lessee Lease interest income Lease depreciation Lease interest expense Net lease expenses 2021 $m 1 2021 $m (1) 20 13 32 2020 $m 1 2020 $m (1) 19 17 35 (11) Inventories Inventory is stated at the lower of cost or net realisable value (NRV). The cost of inventories is based on the first-in-first-out principle. NRV is the estimated selling price in the ordinary course of business less applicable variable selling expenses. Inventory write down at 31 March 2021 was $3m (2020: the impact of Covid-19 drove a significant fall in commodity prices resulting in a $53m write down of the closing value of crude and refined products as NRV fell below cost for certain products). The write down is recorded in cost of goods sold. 5 0 1 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A (12) 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. An independent revaluation of all land and buildings (including terminal plants) is undertaken by an independent valuer every five years using a level 3 fair value methodology 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 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 Z to assess the underlying assumptions for each asset class and determine whether any revaluation is required. Additions to PPE after the most recent valuation are recorded at cost. 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 Year ended 31 March 2021 Cost/valuation Balance at beginning of year Additions Disposals Transfers between asset classes Right of use asset Assets held for sale Valuation adjustment Balance at end of year 34 46 - (50) - - - 30 Accumulated depreciation and impairment - Balance at beginning of year - Depreciation - Disposals Balance at end of year Carrying amounts At 1 April 2020 At 31 March 2021 - 34 30 Constr- uction in progress $m Buildings $m Land and improve- ments $m Plant and machinery $m Terminal plant $m 118 - - 3 - - - 121 (29) (8) - (37) 89 84 319 - (1) 3 - - 15 336 (13) (3) - (16) 306 320 405 - (13) 28 - - - 420 (189) (38) 13 (214) 216 206 211 - - 16 - - - 227 (37) (14) - (51) 174 176 2020 Total $m 1,046 51 (12) - (8) (4) 14 1,087 (216) (62) 10 (268) 2021 Total $m 1,087 46 (14) - - - 15 1,134 (268) (63) 13 (318) 819 816 Included in buildings ($13m) and plant and machinery ($1m) are assets held under finance leases (2020: buildings $16m and plant and machinery $1m). For each revalued class, the carrying amount that would have been recognised had the assets been carried on a historical cost basis are: buildings $48m (2020: $48m); land and improvements $132m (2020: $132m); terminals $149m (2020: $145m); plant and machinery $184m (2020: $191m). Z ENERGY LIMITED AND SUBSIDIARIES YEAR END REPORT 31 MARCH 2021 A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 1 0 6 (12) Property, plant and equipment (continued) 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 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). 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% Cost estimates sourced from contracting machinery suppliers and cost analysis of recent projects 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. 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. Assessed for impairment. Assessed for impairment. The estimated fair value would increase (decrease) if: - cost was higher (lower); - remaining useful life was 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). Z considers the effects of the Covid-19 pandemic has not had a significant impact on the fair value of land and buildings or terminal plant and machinery. 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 There are no assets held for sale at 31 March 2021. 7 0 1 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A (13) Intangible assets 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 cash flow considering expected fuel volumes, margin and discount rates. Chevron acquisition goodwill On 1 June 2016, Z acquired 100% of the share capital of Chevron New Zealand (renamed Z Energy 2015 Limited), an importer, distributor and seller of transport fuel and related products. The acquisition has strengthened the Group’s fuel network within New Zealand. Z recognised $158m of goodwill as part of the purchase price allocation. As at 31 March 2021, an annual impairment test of the goodwill was undertaken. The impairment test considered the impacts of Covid-19 on the carrying amount of the 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). This was calculated using a Z Board approved 20 year discounted cash flow valuation (DCF). Significant assumptions within the DCF include: • Discount rate of 6.3% (real terms), which is the current weighted average cost of capital (WACC) estimated by Z and adjusted for lease financing • Terminal value growth rate of -5% • Future sales volumes which have been estimated based on management’s internal view of industry volumes, informed by the growth rate assumptions within the Tūī and Kea Energy forecast fuel use scenarios developed by the BusinessNZ Energy Council for the period to 2060 (‘BEC2060 Scenarios’) and compared to consensus industry analyst forecasts. The demand profile is more pessimistic than Tūī until around 2030, but more optimistic in the long-run out to 2040. A 20 year DCF has been used instead of a five-year DCF due to the industry life cycle. The headroom between the carrying amount and the recoverable amount of the CGU has decreased due to the current market conditions, however, there is still sufficient headroom to conclude that no impairment is required. The discounted cash flows are most sensitive to the following assumptions: Change in key assumptions Discount rate [+/-0.50%] Retail margins [-/+ 1cpl] Capital expenditure [+/- $10m] per annum Market demand change [Kea] Reduction in valuation $m Increase in valuation $m Would the indicated sensitivity result in impairment? (152) (138) (115) (771) 167 138 115 102 No No No No Z will continue to monitor market conditions on an ongoing basis and make necessary judgement on the need for impairment of the goodwill. Brands Brands were acquired as part of the Chevron acquisition and are amortised over six 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. As at 31 March 2021, Z undertook an impairment test on the current value of both the Flick and Chevron customer contracts as per the requirements of NZ IAS 36. Despite the challenging electricity market conditions, no adjustment was deemed necessary for the Flick customer contracts as these were appropriately supported by the DCF at 31 March 2021. Z ENERGY LIMITED AND SUBSIDIARIES YEAR END REPORT 31 MARCH 2021 A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 1 0 8 (13) Intangible assets (continued) Chevron customer contracts On 1 June 2016, Z acquired the Caltex NZ business from Chevron. Included in this purchase was an allocation of $345m for the intangible assets relating to the Caltex retail customer contracts. These were valued at the net present value of future cash flows and amortised over 21 years on a straight-line basis. Under NZ IAS 36, contracts acquired are finite life intangible assets that have a measurable life which can be amortised over a measurable period. Accordingly, accounting standards require this type of asset to be tested for impairment when there is an indicator of impairment due to triggering of a significant event, for example a decline in performance. If this indication is present, an entity is required to make a formal estimate of recoverable amount. On the basis that the Covid-19 pandemic has had a significant impact on retailers, an impairment test was carried out as at 31 March 2021 using the method and assumptions set out below. Cash flow projections are based on Z’s forecasts for the year ending 31 March 2022 (FY22 Plan). In estimating the cash flow projections beyond FY22, Z has based subsequent years on the fuel volume change implied by management’s internal view of industry volumes, derived from consensus industry analyst forecasts. This demand profile is slightly more pessimistic than the BEC2060 Tūī scenario until around 2030, but more optimistic in the long run out to 2040, consistent with the demand profile used in the Chevron acquisition goodwill DCF model. The assumptions for the 31 March 2021 calculation are as follows: • 19-year DCF (previously 20 years, reflecting the roll-forward one year since the previous valuation) with no terminal value • Retail gross margin based on FY22 plan and management’s long-term margin assumptions • Discount rate of 6.5% (real terms), which is the current weighted average cost of capital (WACC) estimated by Z • Future sales volumes which have been estimated based on management’s internal view of industry volumes, informed by the growth rate assumptions within the Tūī and Kea Energy forecast fuel use scenarios developed by the BusinessNZ Energy Council for the period to 2060 (‘BEC2060 Scenarios’) and compared to consensus industry analyst forecasts. The demand profile is more pessimistic than Tūī until around 2030, but more optimistic in the long run out to 2040. Using these assumptions, the recoverable amount as at 31 March 2021 was determined to be $273m, which is $85m more than the carrying amount of $187m, therefore no impairment is required. Refining NZ processing agreement On 1 June 2016, Z acquired the Caltex business from Chevron. Included in this purchase was an allocation of $46m for the intangible asset relating to the Processing Agreement (The Agreement) Chevron had with Refining NZ. The Agreement was for the processing of crude oil to refined product and distribution of product through the Refinery to Auckland Pipeline (RAP). The Agreement was valued using a discounted cashflow model of the local refining advantage over importing finished product. This was based on Chevron’s then refining capacity allocation of total refinery throughput of ~120kbbl/day. A valuation timeframe of June 2016–31 March 2030 was used and the asset value amortised straight line over this term. At 31 March 2021, the amortised value is $30m. Under NZ IAS 36, intangibles acquired are finite life intangible assets that have a measurable life which can be amortised over a measurable period. Accordingly, accounting standards require this type of asset to be tested for impairment when there is an indicator of impairment due to triggering of a significant event, for example a change to the processing agreement. If this indication is present, an entity is required to make a formal estimate of recoverable amount. The event of Refining NZ undertaking the strategic review has triggered an impairment test to be carried out at 31 March 2021. Management has assessed possible outcomes of the strategic review and disputes, including the potential for Refining NZ transitioning to an ITS, and carried out discounted cash flow valuations for various scenarios. Key assumptions used in the ‘continued refining’ model are a discounting period ending 2035 and refining margins averaging ~5.90 USD/bbl, consistent with Refining NZ’s view on timeframes and refining margins. Key assumptions used in the ITS model are an initial 10-year discounting period with no terminal value and forecast cost differential of ensuring product is available at the locations required. Based on the various potential outcomes of this assessment there has been no impairment identified at 31 March 2021. Emissions trading scheme Units acquired are carried at cost less any accumulated impairment. Refer to note 14 for the number of units held. 9 0 1 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A Other intangibles Other intangibles include software, franchise rights, domain name and contacts acquired. 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 three years on a straight-line basis. Contacts acquired are amortised over the useful life of the asset which is up to the lease’s first right of renewal date. 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. Year ended 31 March 2021 Balance at beginning of year Additions Transfers between asset classes Utilised Reacquired/(leased) Sale of units Impairment Amortisation Balance at end of year Cost Accumulated impairment Accumulated amortisation Balance at end of year Software in progress $m Goodwill $m Brands $m Contracts acquired $m Emissions units $m Other $m 4 14 (14) - - - - - 4 4 - - 4 158 - - - - - - - 158 193 (35) - 158 14 - - - - - - (7) 7 37 - (30) 7 281 - - - - - - (32) 249 445 (61) (135) 249 261 136 - (191) 37 (52) - - 191 191 - - 191 68 5 14 - - - - (41) 46 203 - (157) 46 2021 Total $m 786 155 - (191) 37 (52) - (80) 655 1,073 (96) (322) 655 2020 Total $m 668 336 - - (37) - (96) (85) 786 1,124 (96) (242) 786 (14) 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. Stock of units Balance at beginning of year Units acquired and receivable Units sold Units reacquired/(leased) Units surrendered Balance at end of year Obligation Obligation payable at 31 March 2021 Units millions 2020 Units millions 10 4 (2) 1 (7) 6 - 6 - 4 - 10 2021 Units millions 2020 Units millions 9 10 The Emissions Trading Scheme obligation of $303m (2020: $246m) is included within accounts payable, accruals and other liabilities and is valued at cost where units have been acquired to settle the Group’s obligation. Any shortfall in units needed to settle the obligation is measured at fair value. Z ENERGY LIMITED AND SUBSIDIARIES YEAR END REPORT 31 MARCH 2021 A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 1 1 0 (15) Investments The Group’s investment in Refining NZ is recognised at the NZX-listed share price at 31 March 2021 of $0.47 (2020: $0.78) giving rise to a $15m reduction in the fair value for the financial year which is accounted for in other comprehensive income. Investment in NZ Refining (fair value hierarchy level 1) Investment in associates Total investments The Group wholly owns or has a partial interest in the below associates and subsidiaries: Associates and subsidiaries Drylandcarbon One Limited Partnership Mevo Limited Loyalty NZ Limited Wiri Oil Services Limited (WOSL) Coastal Oil Logistics Limited (COLL) Flick Energy Limited Z Energy 2015 Limited (formerly Chevron New Zealand) Z Energy ESPP Trustee Limited Z Energy LTI Trustee Limited 2021 $m 23 19 42 2020 $m 38 10 48 2021 % Holding 2020 % Holding Associate Associate Associate Associate Associate Subsidiary Subsidiary Subsidiary Subsidiary 37% 32% 25% 44% 50% 70% 100% 100% 100% 37% 32% 25% 44% 50% 70% 100% 100% 100% (16) Investment in joint operations The Group has participating interests in four 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 2021, there were no contingent liabilities for the jointly controlled operations (2020: nil). The value of assets in these interests is $13m (2020: $13m). Joint User Hydrant Installation Joint Interplane Fuelling Services Jointly Owned Storage Facility Joint Ramp Service Operations Agreement Wiri to Auckland Airport Pipeline Principal activity Fuel storage Fuel distribution Fuel storage Fuel distribution Fuel distribution 2021 % Holding 2020 % Holding 33% 50% 50% 0% 40% 33% 50% 50% 50% 40% 1 1 1 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A (17) Provisions Decommissioning and restoration (D&R) 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. For the majority of assets, the discount rate applied is the Treasury 30-year risk-free rate (currently 2.6%) and the inflation rate is the Treasury 30-year CPI rate (currently 1.97%). Exceptions to this are the Caltex Retailer-owned Retailer-operated (RORO) sites, which use the six-year risk-free rate (currently 0.63%) and the six-year CPI rate (currently 1.87%), and Caltex truck stops which use the 12-year risk-free rate (currently1.38%) and the 12-year CPI rate (currently 1.93%). These rates are revised annually. D&R costs expected to be settled within one year are classified as current liabilities. D&R costs expected to be settled between 1 and 30 years are classified as non-current liabilities. 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. Z engages a third party to provide an estimate of the D&R obligations for Z. Estimates are reviewed every three years, with the next review due in February 2022. The current D&R obligations are between $40k–$45k for above-ground tanks and $65k–$75k for below-ground tanks. Other provisions include people-related costs and general business provisions. For the year ended 31 March 2021 Balance at beginning of year Created Utilised Released Unwind of discount Balance at end of year Current Non-current Balance at end of year (18) Borrowings Decommissioning, restoration and remediation $m Other $m Total $m 92 2 (2) (1) 2 93 21 72 93 1 - (1) - - - - - - 93 2 (3) (1) 2 93 21 72 93 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 securities and operate within defined performance and gearing ratios. The arrangements also include restrictions over the sale or disposal of certain assets without lender agreement. The Group has complied with all debt covenant requirements imposed by lenders for the year ended 31 March 2021, with the exception of the covenants temporarily waived for the year ended 31 March 2021. 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 method. Z ENERGY LIMITED AND SUBSIDIARIES YEAR END REPORT 31 MARCH 2021 A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 1 1 2 (18) Borrowings (continued) 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 1.5% to 2.3% (2020: 1.5% to 3.0%). Secured bank facilities available Balance at end of year (facilities drawn down) Current Non-current Balance at end of year 2021 $m 530 19 19 - 19 2020 $m 530 250 70 180 250 The facilities comprise a $180m revolving-term debt facility drawn to $0m plus a $350m working capital facility drawn to $19m, both maturing in December 2021. Bonds Balance at beginning of year 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 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 2021 $m 343 - 1 344 150 194 344 362 2021 $m 509 (35) (67) 407 407 407 456 2020 $m 477 (135) 1 343 - 343 343 340 2020 $m 393 60 56 509 - 509 509 574 3 1 1 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A (19) 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 reports to the Audit and Risk Committee and the Board on the relevant risks and the controls and treatments for those risks. Summary of the Group’s exposure to financial risk and the management of those: Financial risk Exposure Product Management of risk Market risk Foreign exchange risk Movement in foreign exchange rates Bills Libor (Basis swap) Forward exchange contract Cross currency interest rate swaps (CCIRS) 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. Reduce price fluctuations risk of foreign currency commitments, mainly associated with purchasing hydrocarbons. 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 Interest rate risk Sensitivity to interest rate Commodity price and timing risk Sensitivity to electricity prices Liquidity risk Credit risk Foreign-currency: At 31 March 2021, 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 $3m higher/$7m lower (2020: $16m higher/$20m lower) and the change in other comprehensive income for the year would be $0 higher/$2m lower (2020: $2m higher/$1m lower). Movement in interest rates Minimise the cost of debt (interest) and manage the volatility to the Groups earnings. The CCIRS is designated into a fair value hedge and cash flow hedge relationship to mitigate profit or loss volatility. Reduce exposure on the basis cost of the CCIRS. Interest rate swaps (IRS) Cross currency interest rate swaps Bills Libor (Basis swap) At 31 March 2021, 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 $6m higher/$2m lower (2020: $4m higher/$3m lower) and the change in other comprehensive income for the year would be $2m higher/$0m lower (2020: $2m higher/$3m lower). Changes in crude and product prices Match commodity purchase and sales. Commodity swaps At 31 March 2021, if forward electricity prices at that date had been $25/MWH higher/lower (with all other variables held constant), after-tax profit would change by $0m higher/$0m lower (2020: $0m higher/$0m lower) and the change in other comprehensive income for the year would be $8m higher/$8m lower (2020: $0m higher/$0m lower). 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 2% of the Group’s receivables are overdue (2020: 7%). Bank facilities are maintained with A or above rated financial institutions, with a syndicate of 5 bank counterparties to ensure diversification. The CCIRS is classified as level 2 in fair value hierarchy and are 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 IRSs excludes accrued interest. All other derivatives do not contain interest components. Z ENERGY LIMITED AND SUBSIDIARIES YEAR END REPORT 31 MARCH 2021 A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 1 1 4 (19) Financial risk management (continued) 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 2021 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 Non-derivative financial liabilities Working capital loan Accounts payable Lease liabilities Bonds USPP notes Non-derivative financial liabilities Derivative financial instruments IRS Commodity hedges CCIRS Basis swap Derivative financial instruments 19 151 16 7 8 201 (4) 32 3 1 32 - - 16 155 8 179 (4) 10 3 1 10 - - 31 8 15 54 (6) 6 5 9 14 - - 117 205 175 497 (6) - 8 - 2 - - 291 - 289 580 - - 1 (2) (1) 19 151 471 375 495 19 151 299 344 407 1,511 1,220 (20) (20) 48 20 9 57 48 26 3 57 5 1 1 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A At 31 March 2020 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 Non-derivative financial liabilities Working capital loan Accounts payable Lease liabilities Long-term loan Bonds USPP notes Non-derivative financial liabilities Derivative financial instruments IRS Commodity hedges CCIRS Basis swap Derivative financial instruments 70 304 15 1 7 9 406 (3) 37 4 - 38 - - 15 1 7 9 32 (4) - 4 (17) (17) - - 29 182 163 18 392 - - 86 - 213 54 353 (7) (12) - 7 2 2 - 21 6 15 - - 336 - - 503 839 - - 43 27 70 70 304 481 184 390 593 70 304 299 180 343 509 2,022 1,705 (26) 37 79 18 108 (25) (37) 130 - 68 Discussions on refinancing bank-debt facilities will normally begin at least six months before maturity with facility terms agreed at least three months before maturity. Interest rate risk analysis At 31 March 2021 Interest-rate exposure borrowing Cross-currency swaps Interest-rate swaps Net interest-rate exposure At 31 March 2020 Interest-rate exposure borrowing Cross-currency swaps Interest-rate swaps Net interest-rate exposure Less than 1 year $m 150 378 (380) 148 Less than 1 year $m - 378 (130) 248 1 to 2 years $m - - 200 200 1 to 2 years $m 330 - - 330 2 to 5 years $m 321 (126) (55) 140 2 to 5 years $m 195 - 5 200 5+ years $m 252 (252) 125 125 5+ years $m 378 (378) 125 125 Total Notional $m 723 - (110) 613 Total Notional $m 903 - - 903 Z ENERGY LIMITED AND SUBSIDIARIES YEAR END REPORT 31 MARCH 2021 A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 1 1 6 (19) Financial risk management (continued) 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 Statement of financial position 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 assets Derivative liabilities Derivative financial assets/(liabilities) Derivative position 2021 $m Amount after applying rights of offset under ISDA agreements $m Derivative position 2020 $m Amount after applying rights of offset under ISDA agreements $m 115 (58) 57 64 (7) 57 185 (117) 68 69 (1) 68 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. 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. • 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, 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 is no longer expected to occur. 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. 7 1 1 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A 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. Electricity Price Hedges To mitigate profit and loss volatility, some electricity derivatives are designated into cash flow hedge relationships. Z determines the existence of an economic relationship between the hedging instrument and the hedged item based on the amount and timing of their respective cash flows, reference nodes, maturities and volumes. 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. In these hedge relationships the main source of ineffectiveness is where the volume of electricity sold at fixed price is lower than the volume of the derivative contracts. Other sources of ineffectiveness include location factor differences (location of hedging and consumption nodes) and credit risk. The effect of Z’s hedge accounting policies in managing its foreign-exchange risk, interest-rate risk and electricity price risk related to the underlying hedging instrument is presented in the tables below. The details of the hedging instruments and items at 31 March 2021 are recognised in the Statement of financial position within derivative financial instruments and borrowings as follows: Nominal amount (hedging instrument) Carrying amount (hedged item) $m Accumulated fair value hedge adjustment to carrying amount (hedge item) $m Carrying value of derivatives (hedging instrument) $m Life to date change in value used for calculating hedge ineffectiveness $m Accumulated cost of hedging reserve $m At 31 March 2021 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% Commodity hedge Commodity price risk and timing risk Outstanding notional Volumes $90m USD $90m USD $90m USD 354,866 MWh Total (136) (136) (135) - (407) (7) (8) (8) - (23) 9 9 8 31 57 10 10 9 31 60 (1) (1) (1) - (3) 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 2021 was $1m (2020: $0m). Nominal amount (hedging instrument) Carrying amount (hedged item) $m At 31 March 2020 Accumulated fair value hedge adjustment to carrying amount (hedge item) $m Carrying value of derivatives (hedging instrument) $m Life to date change in value used for calculating hedge ineffectiveness $m Accumulated cost of hedging reserve $m 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% Commodity hedge Commodity price risk and timing risk Outstanding notional Volumes $90m USD $90m USD $90m USD 70,842 MWh Total (165) (170) (174) - (509) (14) (19) (24) - (57) 39 44 47 1 131 39 44 48 1 132 - - (1) - (1) Z ENERGY LIMITED AND SUBSIDIARIES YEAR END REPORT 31 MARCH 2021 A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 1 1 8 (20) Share capital and distributions Equity raise On 15 May 2020, Z issued 100 million shares raising $290m and on 5 June 2020 an additional 20 million shares were issued raising $57m. Institutional Placement (15 May 2020) Share Placement Plan (5 June 2020) Costs capitalised in equity Total authorised and issued capital at end of year Price per share $ 2.900 2.806 - - Total $m 290 57 (10) 337 Total shares 100,000,000 20,476,853 - 120,476,853 Costs capitalised in equity $12m of costs were recognised in the equity raise of which $10m have been recognised as a deduction to equity, $1m capitalised to borrowing costs and $1m has been expensed in operating expenses. Ordinary shares (fully paid) Total authorised and issued capital at beginning of year Movements in issued and fully paid ordinary shares Total authorised and issued capital at end of year Issued capital Total issued capital at end of year The par value of one share is $1. 2021 $m 430 337 767 2021 Shares millions 520 2020 $m 430 - 430 2020 Shares millions 400 Z Energy LTI Trustee Limited holds 199,125 shares at a cost of $2m for Z’s Restricted Share Long-Term Incentive Plan (RSLTP) (2020: 811,823, $4m). Z holds Treasury stock of 106,935 shares at a cost of $1m (2020: 339,884, $2m) and 1,861,391 shares at a cost of $8m for Z’s Performance Rights Long-Term Incentive Plan (PRLTP). Dividends 2019 Final dividend (paid May 2019) 2020 Interim dividend (paid December 2019) $m cents per share 122 66 30.5 16.5 Directors resolved not to pay a final dividend in respect of the 2020 financial year. In addition and as a result of the temporary covenant waivers and temporary adjustments to covenant definitions agreed with its debt providers, Z was restricted from distributing funds to shareholders until after 30 September 2021. The temporary covenant waivers were successfully renegotiated in March 2021 allowing Z to recommence distributions to shareholders. 9 1 1 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A (21) Share-based payments Z Energy Restricted Share Long-Term Incentive Plan (RSLTIP) & Z Energy Limited — Performance Rights Long-Term Incentive Plan (PRLTIP) 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. Z stopped making new offers under the RSLTIP after the year ended 31 March 2019. In the year ended 31 March 2020, the Group moved to a new stock settled share rights scheme for selected senior employees (PRLTIP). Under the scheme performance rights have been granted at no cost to the holder. For each performance share right that vests, one share will be issued. Under the RSLTIP the number of shares that vest will depend on Z’s total shareholder return ranking within a peer group of the NZX 50 over a three-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. Under the PRLTIP the number of shares that vest will depend on Z’s total shareholder return ranking within a peer group of the NZX 50 over a three-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 shares are then transferred to the employee. Plan type Grant date Vesting date Exercise price Number of shares Number of shares Number of shares Number of shares Number of shares Number of shares Balance at the start of year Granted during year Exercised during year Forfeited during year Balance at the end of year Vested and exercisable at end of year 2021 RSLTIP 22 May 2018 31 March 2021 PRLTIP 11 April 2019 31 March 2022 PRLTIP 8 June 2020 31 March 2023 $6.93 $6.25 $2.97 212,320 584,603 - - - 1,404,067 796,923 1,404,067 - - - - (212,320) (54,306) (72,973) - 530,297 1,331,094 (339,599) 1,861,391 Weighted average exercise price $0.00 $5.97 $3.90 2020 RSLTIP 22 May 2017 31 March 2020 RSLTIP 22 May 2018 31 March 2021 PRLTIP 11 April 2019 31 March 2022 $6.99 $6.93 $6.25 181,293 219,590 - - - 590,644 400,883 590,644 - - - - (181,293) (7,270) (6,041) - 212,320 584,603 (194,604) 796,923 Weighted average exercise price $0.00 $6.96 $6.43 - - - - - - - - Z ENERGY LIMITED AND SUBSIDIARIES YEAR END REPORT 31 MARCH 2021 A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 1 2 0 (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 2017–2020. For the RSLTIP and PRLTIP schemes vesting after 2020, a Monte Carlo Simulation has been used. Weighted average share price at grant date Contractual life Risk-free rate Standard deviation of Z’s TSR Standard deviation of peers’ TSR Correlation between Z’s TSR and peers’ TSR (average) Estimated fair value per share PRLTIP Plan type PRLTIP RSLTIP Vesting date of scheme RSLTIP 31 March 2023 31 March 2022 31 March 2021 31 March 2020 $3.11 2.81 years 0.25% 28%-40% 14%-90% 0.33-0.42 $0.89 $6.18 2.77 years 1.0% 19%-22% 9%-48% 0.12-0.15 $2.52 $7.45 2.85 years 2.0% 25%-27% 18%-21% 0.15-0.16 $3.78 $8.00 2.86 years 2.1% 18%-25% 20%-22% 0.16-0.19 $4.22 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 2021 was a credit of $0.7m (2020: $11,000) due to the 31 March 2021 plan not vesting. The expense relating to the PRLTIP in the year ended 31 March 2021 was $0.9m (2020: $0.5m). Employee benefits payable, excluding share based payments, are $16m (2020: $7.6m). (22) Related parties 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 (2020: $1m). 1 2 1 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A (23) Commitments Commitments relate to property, plant and equipment of $23m (2020: $19m) and DrylandCarbon One Limited Partnership investment commitment of $28m (2020: $39m). (24) Contingent assets and liabilities Refining NZ contingent asset On 17 December 2020, Z issued a notice of dispute under the Processing Agreement with Refining NZ regarding the reduction in processing capacity effective 1 January 2021 and that no financial adjustment had been made to reflect the reduced capacity. Z has expensed the Refining NZ fee floor top up for January, February and March 2021 and these have been paid without prejudice. No receivable has been recognised for these payments. These payments are a possible receivable that could arise due to the notice of dispute with Refining NZ however as at 31 March 2021 the dispute was unresolved, with no action beyond issuing a dispute notice taken. Therefore, an asset was unable to be recognised on the basis of an outcome that is pending and subject to the inherent uncertainty of any future litigation. Post 31 March 2021 Z paused progressing its dispute notice pending completion of the ITS negotiations. Refining NZ contingent liability On 18 December 2020, Z received a notice of dispute from Refining NZ seeking retrospective payment of additional funds and changes to the capacity of the refinery. No liability has been recognised at 31 March 2021 for the dispute that the fee floor payable by all customers in combination should be $70m per annum higher as substantial uncertainty exists with the dispute. The dispute is currently unresolved and the pathway to resolution is unclear. If the dispute advances to litigation, any potential damages could be impacted by multiple factors including gross refining margins over an as yet undefined time period. The likelihood of the outcome is unknown, uncertainty exists if any cost will be incurred by Z and these cannot be reliably measured. Post 31 March 2021 Refining NZ has paused progressing its dispute notice pending completion of the ITS negotiations. Flick guarantees contingent liability Z currently guarantees a total potential exposure relating to Flick Energy Ltd of up to $18m as per the table below. Counterparty Westpac Mercury Meridian Genesis Total exposure 2021 $m 7 4 4 3 18 2020 $m 5 4 - 3 12 Transactions with related parties received/(paid) Refining NZ — processing fees, Customs and excise duties Associates — sale of goods and services - Coastal Oil Logistics Ltd — distribution Associates — purchase of goods and services - Coastal Oil Logistics Ltd — distribution - Wiri Oil Services Ltd - Loyalty Ltd Key management personnel - Short-term employee benefits Balances at the end of period - Refining NZ — processing fees, Customs and excise duties 2021 $m 567 9 (46) (7) (6) (7) 42 2020 $m 791 2 (34) (11) (7) (6) 52 The Group has no other guarantees. (2020: The Group guaranteed an exposure of up to USD1m ($2m) to a financier of one of the Group’s associate companies). (25) Events after balance date Refining NZ strategic review As at the date of approval of these financial statements the strategic review was still ongoing with no confirmed conclusion. Negotiations between Z and Refining NZ are ongoing. Refining NZ dispute As at the date of approval of these financial statements, the March floor top up has been paid. The dispute with Refining NZ is yet to be resolved. Z has paused its dispute notice pending completion of the ITS negotiations and Refining NZ has paused progressing its dispute notice pending completion of the ITS negotiations. Dividend On 5 May 2021, the Directors approved a fully imputed dividend of 14 cents per share, which is equal to $73m, to be paid on 2 June 2021 (2020: nil). Z ENERGY LIMITED AND SUBSIDIARIES YEAR END REPORT 31 MARCH 2021 AUDITORS’ REPORT Auditors’ report A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 1 2 2 3 2 1 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A © 2021 KPMG, a New Zealand Partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. Independent Auditor’s Report To the shareholders of Z Energy Limited Report on the audit of 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 92 to 121: i. present fairly in all material respects the Group’s financial position as at 31 March 2021 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 2021; — 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 International Code of Ethics for Assurance Practitioners (Including International Independence Standards) (New Zealand) issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) (‘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 services to the group in relation to the cost of stock adjustment and greenhouse gas assurance. 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. 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 The key audit matter How the matter was addressed in our audit Assessment of goodwill Refer to Note 13 of the consolidated financial statements. The group’s testing of goodwill for impairment is a Key Audit Matter due to the complexity of auditing the judgements used by the group to determine the recoverable amount of the relevant cash generating units (CGU’s). The relevant CGU is the Z Energy group. The group used complex models to perform their assessment of the recoverable amount. The models used a range of external and internal inputs, including assumptions made by the group. Complex modelling using forward-looking assumptions are 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 consistent application. Our audit procedures included: — We considered the appropriateness of the valuation method applied by the group to perform the test of goodwill for impairment against the requirements of the accounting standards. — We assessed the accuracy of previous group forecasts to inform our evaluation of forecasts incorporated in the model. — We checked the consistency of forward-looking assumptions to the group’s stated plan and strategy, past performance of the group, published information on industry trends, and our experience regarding the feasibility of these in the industry in which they operate. The key forward-looking assumptions we checked are as follows: – Retail fuel market demand – Retail and commercial gross margin per litre – Discount and terminal growth rates — We worked with our valuation specialists to analyse the group’s discount and terminal growth rates used in the valuation model by comparing to independently developed discount rates using publicly available market data for comparable entities, adjusted by risk factors specific to the group and the industry in which they operate. — We considered the sensitivity of the model by varying key assumptions, such those listed above. We did this to identify those assumptions at higher risk of bias or inconsistency in application and to focus additional procedures. — We assessed the disclosures in the consolidated financial statements using our understanding of the issue obtained from our testing and against the requirements of the accounting standards. AUDITORS’ REPORT Auditors’ report (continued) A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 1 2 4 5 2 1 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A The key audit matter How the matter was addressed in our audit Assessment of the recoverable amount of the contract with The New Zealand Refining Company Limited recognised on acquisition of Chevron New Zealand Refer to Note 13 of the consolidated financial statements. The assessment of the recoverable amount of the group’s contract with The New Zealand Refining Company Limited (‘Refining NZ’) is a Key Audit Matter due to the complexity of auditing the judgements used by the group to determine the recoverable amount of this asset. Our consideration of the group’s assessment of the carrying value of the contract has focussed on the significant assumptions and judgements the group applied in determining the recoverable amount of the asset. These assumptions and judgements relate to the discounting period, long-term demand for fuel in New Zealand, and a relevant discount rate. Such judgements and assumptions carry a higher risk of bias and error which required additional scrutiny by us. Our audit procedures included: — We assessed the integrity of the value in use calculation model, including the accuracy of the underlying calculation formulae. — We reviewed the discounting period used in the value in use calculation model against the terms of the contract and expectations of the period of use of the refinery. — We checked long-term volume forecasts for consistency with other valuation models prepared during the period. — We worked with our valuation specialists to analyse the group’s discount rate by comparing to an independently developed discount rate using publicly available market data for comparable entities, adjusted by risk factors specific to the group and the industry it operates in. — We considered the sensitivity of the model by varying key assumptions. 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 calculation of the recoverable amount of the contact with Refining NZ to be appropriate. We consider the group has appropriately considered those key assumptions that support the carrying value of the asset. Other information The Directors, on behalf of the group, are responsible for the other information included in the entity’s Annual Report. Other information may include 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. The Annual Report is expected to be made available to us after the date of this Independent Auditor's Report. Our responsibility is to read the Annual Report when it becomes available and consider whether the other information it contains is materially inconsistent with the consolidated financial statements, or our knowledge obtained in the audit, or otherwise appear misstated. If so, we are required to report such matters to the Directors. 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 The key audit matter How the matter was addressed in our audit We found the valuation methodology and inputs used in the calculation of the recoverable amount of the CGU to be appropriate. We consider the group has appropriately considered those key assumptions that support the carrying value for goodwill relating to the Chevron New Zealand acquisition. Assessment of the recoverable amount of retail customer contracts recognised on acquisition of Chevron New Zealand Refer to Note 13 of the consolidated financial statements. The assessment of the recoverable amount of the group’s retail customer contracts is a Key Audit Matter due to the complexity of auditing the judgements used by the group to determine the recoverable amount of this asset. Our consideration of the group’s assessment of the carrying value of the retail customer contracts has focussed on the significant assumptions and judgements the group applied in determining the recoverable amounts of these assets. These assumptions and judgements relate to short-term forecasted sales volumes, long-term retail demand for fuel in New Zealand, retail gross margin per litre, and a relevant discount rate. Such judgements and assumptions carry a higher risk of bias and error which required additional scrutiny by us. Our audit procedures included: — We assessed the integrity of the value in use calculation model, including the accuracy of the underlying calculation formulae. — We checked the consistency of short-term forecasted sales to past performance of the group, and our experience regarding the feasibility of these in the industry in which they operate. — We challenged the assumptions around long-term retail demand for fuel in New Zealand by comparing to published information on industry trends and the historical accuracy of relevant forecasts. We used our knowledge of the group, their past performance, business and customers, and our industry experience. — We worked with our valuation specialists to analyse the group’s discount rate by comparing to an independently developed discount rate using publicly available market data for comparable entities, adjusted by risk factors specific to the group and the industry it operates in. — We considered the sensitivity of the model by varying key assumptions, such as long-term retail demand for fuel in New Zealand and retail gross margin per litre. 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 calculation of the recoverable amount of the retail customer contracts to be appropriate. We consider the group has appropriately considered those key assumptions that support the carrying value of the asset. AUDITORS’ REPORT Auditors’ report (continued) A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 1 2 6 Te Kuputohu TCFD Task Force on Climate-related Financial Disclosures (TCFD) Index These are the 11 recommended disclosures from the Task Force on Climate-related Financial Disclosures, with an overlay to show Z’s completed and planned disclosures: 7 2 1 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A Disclosure Governance Page no. Further information Disclose the organisation’s governance around climate-related risks and opportunities The Z Board has committed to responding to the challenge of climate change in an integrated way. Z’s Environmental Sustainability Stand and carbon targets were approved by the Board in 2017, and performance is reviewed annually. The Board agreed Z’s approach to TCFD in FY20, with progress against the roadmap specifically reviewed in FY21. A core function of the Board is oversight of Z’s Enterprise Risk Management System (ERMS), including monitoring all of Z’s enterprise risks including climate change, and systems of internal control. Monitoring of risks, controls and opportunities for climate change is performed through the Board Audit and Risk Committee (ARC). The ARC meets quarterly to review all Z’s risks and conducts a substantive review twice a year. The Chief Executive officer (CEO) has overall responsibility for the management of Z. Day-to-day management of Z’s operations is delegated to the General Managers who make up the Executive Leadership Team (ELT). The ELT are responsible for providing direction and assurance on Z’s ERMS, with each principal risk assigned to an ELT member. Z’s General Manager, Strategy and Risk is the responsible business owner for managing climate-related risks and opportunities identified within the ERMS. The ELT as a whole approves climate-related risks and opportunities identified within Z’s business strategy, including Z’s climate-related metrics and targets which are included in company performance targets. Disclose the actual and potential impact of climate-related risks and opportunities on the organisation’s business, strategy and financial planning where such information is material Z’s climate-related risks and opportunities were assessed in a series of workshops in FY21. Transitional and physical risks were considered over the short term (2020–2025), medium term (2025–2040) and long term (2040–2060). The material risks and opportunities are identified in the TCFD section of this report. The impact of climate-related risks and opportunities and Z’s business response are outlined in the ‘Qualitative Analysis of Z’s climate-related risks and opportunities’ infographic in the TCFD section of this report. Z is undertaking further work to quantify the impacts identified to integrate these into financial planning. Z has used the BEC 2060 Tūī and Kea scenarios as key indicators to help model fuel demand and assess organisational strategy. These are being updated to include the draft information presented by the Climate Change Commission. Describe the Board’s oversight of climate-related risks and opportunities 3, 46, 50, 63, 78–79 Describe management’s role in assessing and managing climate-related risks and opportunities 13, 37, 78–79 Strategy Describe the climate-related risks and opportunities the organisation has identified over the short, medium and long term 32–37 Describe the impact of climate- related risks and opportunities on the organisation’s businesses, strategy and financial planning 3, 32–37 32–37 Describe the resilience of the organisation’s strategy, taking into consideration different climate-related scenarios, including a 2 degree Celsius or lower scenario Key Complete disclosure In progress 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; — 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 5 May 2021 TCFD INDEX A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 1 2 8 TCFD (continued) Disclosure Page no. Further information Te Kuputohu GRI Global Reporting Initiative (GRI) Index 9 2 1 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A Risk Management Describe the organisation’s processes for identifying and assessing climate-related risks Describe the organisation’s processes for managing climate-related risks Describe how processes for identifying, assessing and managing climate-related risk are integrated into the organisation’s overall risk management Disclose how the organisation identifies, assesses and manages climate-related risks 32–37, 78–79 Z has taken a bottom-up and top-down approach to identifying transitional and physical climate-related risks in line with TCFD guidance. Further detail is provided under ‘Risk Management’ in the TCFD section of this report. 37, 78–79 Z has developed a business response in the form of current or future controls for the key climate-related risks identified. This is shown in the ‘Qualitative Analysis of Z’s climate-related risks and opportunities’ infographic in the TCFD section of this report. 32–37, 78–79 The process for identifying, assessing and managing climate-related risks is in line with Z’s Enterprise Risk Management System (ERMS). More information on Z’s ERMS can be found in the ‘Corporate Governance Statement’ section of this report, specifically in Principle 6. Metrics and Targets Disclose the metrics and targets used to assess climate-related risks and opportunities where such information is material 37 Disclose the metrics used by the organisation to assess climate- related risks and opportunities in line with its strategy and risk management process Metrics highlighted in this report include a combination of quantitative data including greenhouse gas emissions, carbon intensity and carbon emissions for our obligatory and voluntary offsets, and qualitative data including climate risk reviews. Z’s review of climate-related metrics and targets associated with the fossil fuel products it sells is being re-modelled with a clear direction to be provided by FY22 half-year. Disclose Scope 1, Scope 2 and if appropriate Scope 3 greenhouse gas (GHG) emissions and the related risks Describe the targets used by the organisation to manage climate-related risks and opportunities and performance against targets 30 Scope 1, Scope 2, and Scope 3 greenhouse gas emissions are disclosed. 27–28 Z’s progress against its FY17–FY21 carbon targets and future FY30 target are described in the Environmental Sustainability section of this report. Note: Z fully disclosed against seven of the 11 recommended disclosures in this report. Disclosures that are identified as being ‘complete’ are reviewed on an annual basis to ensure information is up to date, relevant and fit for purpose. GRI Disclosures: Description General Standard Disclosures 102 - 1 Name of the organisation 102 - 2 Activities, brands, products, and services 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 organisation 102 - 8 Information on employees and other workers 102 - 9 Supply chain 102 - 10 Significant changes to the organisation and its supply chain 102 - 11 Precautionary principle or approach 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, Values & Integrity 102 - 16 Values, principles, standards, and norms of behaviour Governance 102 - 18 Governance structures Stakeholder engagement 102 - 40 List of stakeholder groups 102 - 41 Collective bargaining agreements 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 Page Supporting Details Operates in New Zealand only Front cover 2–3, 14–25 Inside back cover 18–19 4 14–25 5, 18–19, 92 5, 38–41 14–15, 18–19 1–3, 14–15, 93 27, 34–37 13, 27, 28, 41, 42, 45, 52, 113, 122 13, 28 1 –3 10–13 8 46–84 Also applies to 'Governance & Stewardship' material disclosure None 10–13 N/A 10–13 10–13 11 87, 96 102 - 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 102 - 53 Contact point for questions regarding the report 102 - 54 Claims of reporting in accordance with the GRI Standards 102 - 55 GRI content index 102 - 56 External Assurance 4, 6–7 11 5, 30, 61 10–13 Front cover 4 4 Inside back cover 4 129–131 30, 122–126 31 March 2020 Financial year from 1 April to 31 March GRI INDEX A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 1 3 0 Global Reporting Initiative (GRI) Index (continued) 1 3 1 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A GRI Disclosures: Description Material Topic Standard Disclosures Economic Sustainability 103 - Management Approach 201 - 1 Direct economic value generated and distributed 201 - 2 Financial implications and other risks and opportunities due to climate change Climate Change 103 - Management Approach 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 305 - 5 Reduction of GHG emissions Fossil Fuel Substitutes (Future Fuels) 103 - Management Approach GRI G4-DG14 Environmental Sustainability 103 - Management Approach 306 - 2 Waste by type and disposal method 306 - 2 Significant Spills Responsible consumption & production, Product Quality & Security of Supply 103 - Management Approach 308 - 1 New suppliers that were screened using environmental criteria 308 - 2 Negative environmental impacts in the supply chain and actions taken Organisational Resilience 103 - Management Approach 401 - 1 New Employee hires and employee turnover 401 - 2 Benefits provided to full-time employees that are not provided to temporary or part-time employees 401 - 3 Parental leave Occupational Health, Safety & Wellbeing 103 - Management Approach 403 - 2: Hazard identification, risk assessment, and incident investigation 403 - 6: Promotion of worker health 403 - 9: Work-related injuries Asset Integrity and Process Safety 103 - Management Approach G4 - OG13: Process Safety Events Page Supporting Details GRI Disclosures: Description Page Supporting Details Material Topic Standard Disclosures (continued) Organisational Capability 103 - Management Approach 404 - 2 Programmes for upgrading employee skills and transition assistance programs 404 - 3 Percentage of employees receiving regular performance and career development reviews Diversity & Inclusion 103 - Management Approach 405 - 1 Diversity of governance bodies and employees 405 - 2 Ratio of basic salary and remuneration of women to men Resilient Communities 103 - Management Approach 413 - 1 Operations with local community engagement, impact assessments, and development programmes Cyber Security & Data Privacy 103 - Management Approach 418 - 1 Substantiated complaints concerning breaches of customer privacy and losses of customer data Market Transparency & Fairness 103 - Management Approach 419 - 1 Non-compliance with laws and regulations in the social and economic area Customer Experience and Brand Values 103 - Management Approach Own measure – Customer NPS Score 6–7 60 71 61 61 58 42 42 100% retail sites allocated funding for and engaged in local community activities 48–50, 63 63 No substantiated complaints or data breaches 46 3 9 5 Business & Retail net promoter scores Note also relevant for the following material disclosures: Competition & Market Share, RNZ Strategic Review, Capital Strategy, Wholesale Asset Profitability 0 litres biodiesel produced, 2,712,840 litres of B5 sold No supplier relationships were terminated due to negative environmental impacts Z corporate employees. This excludes retail site staff 6–7, 10–13 5, 14–16 32–37 6–7 30 30 30 30 28 27 22 27 31 45 14 28, 53 28, 53 57 62 72 59 44 44–45 44–45 45 44 45 A N N U A L R E P O R T 2 0 2 1 Z E N E R G Y P g 1 3 2 COMPANY DIRECTORY Ngā Pārongo 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 Abigail Kate Foote (Chair) Andrew Mark Cross Blair Albert O’Keeffe Julia Margaret Raue Mark Roy Malpass Stephen Reindler Executive team Mike Bennetts Chief Executive Officer Lindis Jones Chief Financial Officer Jane Anthony Chief Customer Officer (Resigned 31 December 2020) Andy Baird General Manager, Retail David Binnie General Manager, Supply Debra Blackett General Counsel and Chief Governance Officer Julian Hughes General Manager, Strategy and Risk (to 31 March 2021) General Manager, Transition (from 1 April 2021) Helen Sedcole Chief People Officer Mandy Simpson Chief Digital Officer Figen Ulgen Chief Customer Officer (Appointed 1 February 2021) Nicolas Williams General Manager, Commercial (to 31 March 2021) General Manager, Strategy and Risk (from 1 April 2021) Nicola Law General Manager, Commercial (Appointed 1 April 2021) 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 NSW1235 Australia +61 2 8280 7111 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 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 3 3 1 g P Y G R E N E Z 1 2 0 2 T R O P E R L A U N N A This report printed on FSC® certified paper using vegetable-based inks. z.co.nz