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AMPOL LIMITED — AGM Information 2026
Apr 7, 2026
64361_rns_2026-04-07_7941744d-8209-4313-96c1-1a90bddde2cc.pdf
AGM Information
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ASX Release
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8 April 2026
NOTICE OF ANNUAL GENERAL MEETING
Ampol Limited (Ampol) (ASX:ALD) provides the attached Notice of Annual General Meeting and Proxy Form.
Authorised for release by : the Company Secretary of Ampol Limited.
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AMPOL LIMITED ACN 004 201 307
INVESTOR CONTACT MEDIA CONTACT FRAN VAN REYK MATT PATERSON GENERAL MANAGER INVESTOR EXTERNAL COMMUNICATIONS MANAGER 1 RELATIONS AND SUSTAINABILITY M +61 402 140757 M +61 419 871138 [email protected] [email protected]
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29-33 BOURKE ROAD ALEXANDRIA NSW 2015
Ampol Limited | ACN 004 201 307
Notice of Annual General Meeting 2026
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2 Ampol Limited Notice of Annual General Meeting 2026
Chairman’s Letter
The 2026 Annual General Meeting (AGM) of Ampol Limited ACN 004 201 307 will be held on Thursday, 14 May 2026 commencing at 10:00am (AEST) in the Gold Melting Room at The Mint, 10 Macquarie Street, Sydney.
Shareholders can also participate in the 2026 AGM online via the online platform at https://meetings.openbriefing.com/ALD26.
Dear Shareholders,
On behalf of the Directors of Ampol Limited ( Ampol or Company ), I confirm that Ampol’s 2026 AGM will be held on Thursday, 14 May 2026 commencing at 10:00am (AEST) in the Gold Melting Room at The Mint, 10 Macquarie Street, Sydney. Shareholders will also be able to participate in the AGM online in real-time via the online platform at https://meetings.openbriefing.com/ALD26.
Ampol will be hosting a hybrid AGM again this year, providing shareholders with an opportunity to engage with Directors both in person, for those in Sydney, and virtually, for those who cannot attend in person.
Shareholders should monitor Ampol’s website and announcements on the Australian Securities Exchange ( ASX ) where updates will be provided if it becomes necessary or appropriate to make alternative arrangements for the holding or conduct of the AGM.
A Notice of Meeting and Explanatory Statement is set out on the following pages.
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There are four items on the 2026 AGM agenda: to receive and consider the Financial Report, Sustainability Report, Directors’ Report and Auditor’s Report, adoption of the Remuneration Report, the re-election of Simon Allen as a Director, and a grant of performance rights to the Managing Director & Chief Executive Officer ( MD & CEO ).
The Board, excluding the interested Directors where relevant, recommend that shareholders vote in favour of the proposed resolutions.
More information regarding online participation at the AGM is detailed in the Virtual Online Meeting Guide which is available at: https://www.ampol.com.au/about-ampol/ investor-centre/shareholder-meetings.
Melinda Conrad has informed the Board that she will retire and will not be seeking re-election at the AGM. On behalf of the Board, I would like to thank Melinda for her contribution to Ampol over the past nine years.
Shareholders are encouraged to lodge a direct vote or directed proxy in advance of the AGM. If you wish to lodge a direct vote or appoint a proxy, you can do so before 10:00am (AEST) on Tuesday, 12 May 2026. You can lodge your direct vote or proxy online or in any of the other ways explained in the Notice of Meeting and Voting/Proxy Form.
Shareholders are also encouraged to submit written questions by email or online in advance of the AGM before 5:00 pm (AEST) on Thursday, 7 May 2026. Please note that individual responses will not be sent to shareholders.
Thank you for your continued support of Ampol. We look forward to the opportunity to engage with you at our 2026 AGM.
Yours sincerely
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Steven Gregg
Chairman
3
Items of Business
Additional information on each item of business is set out in the enclosed Explanatory Statement which forms part of this Notice.
Items 2, 3 and 4 are ordinary resolutions. To be carried, ordinary resolutions require a simple majority of votes cast in favour by shareholders entitled to vote on the resolution.
Item 1 – Receipt of Reports
To receive and consider the Financial Report, Sustainability Report, Directors’ Report and Auditor’s Report for the year ended 31 December 2025. There is no vote on this item.
Item 2 – Adoption of Remuneration Report
To consider and, if thought appropriate, pass the following resolution as a non-binding ordinary resolution in accordance with section 250R(2) of the Corporations Act 2001 (Cth)
( Corporations Act ):
“That the Remuneration Report for the year ended 31 December 2025 be adopted.”
Item 3 – Re-election of Simon Allen as a Director
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“To re-elect Simon Allen, being a Director who retires in accordance with Clause 50 of the Company’s Constitution and, being eligible, offers himself for re-election as a Director of the Company.”
Item 4 – Grant of 2026 Performance Rights to the MD and CEO
To consider and, if thought appropriate, pass the following ordinary resolution:
“That approval is given for the grant of 82,694 performance rights to Matthew Halliday, MD & CEO, as his 2026 long term incentive award under the Ampol Limited Equity Incentive Plan on the terms summarised in the Explanatory Statement.”
By order of the Board.
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Faith Taylor Yvonne Chong
Company Secretaries
29–33 Bourke Road, Alexandria, NSW 2015
Dated 8 April 2026
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4 Ampol Limited Notice of Annual General Meeting 2026
Explanatory Statement
Item 1 – Receipt of Reports
The Financial Report, Sustainability Report, Directors’ Report and Auditor’s Report (collectively the Reports ) for the year ended 31 December 2025 will be put before the AGM. The Reports are contained in Ampol’s Annual Report for the financial year ended 31 December 2025, which can be found on our website at https://www.ampol.com.au/about-ampol/ investor-centre/annual-reports.
Shareholders will be given a reasonable opportunity to ask questions or make comments on the Reports. Shareholders will also be given a reasonable opportunity to ask questions of the Company’s External Auditor in relation to the conduct of the audit, the preparation and content of the Auditor’s Report, the accounting policies adopted by the Company in the preparation of the financial statements, the policies adopted by the Company in the preparation of the Sustainability Report, and the independence of the auditor.
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Item 2 – Adoption of Remuneration Report
Shareholders are asked to adopt the Remuneration Report for the year ended 31 December 2025. The Remuneration Report is included in the Directors’ Report located in the Annual Report, which can be found on our website at www.ampol.com.au.
The Remuneration Report outlines Ampol’s remuneration philosophy and framework and provides details of Key Management Personnel ( KMP ) remuneration received during the year.
Ampol’s remuneration framework is designed to support the delivery of strong shareholder returns. The remuneration framework and outcomes are underpinned by a guiding philosophy of four key elements:
-
incentives are dependent upon achieving threshold financial and non-financial performance objectives that are aligned with shareholders’ interests;
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performance processes enable individual connection to Ampol’s strategy and values and drive differentiated reward outcomes;
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total reward offerings are set at competitive levels and allow Ampol to attract and retain quality talent; and
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remuneration is reviewed to understand and address any gender-based pay differences.
The vote on this resolution is advisory only and does not bind the Board or the Company. However, Ampol values shareholder feedback and the Board will take the outcome of the vote into account when considering future remuneration policies.
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Shareholders will be given a reasonable opportunity to ask questions on the Remuneration Report at the AGM.
Voting exclusions
The Company will disregard any votes cast on this resolution:
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by or on behalf of the KMP named in the Remuneration Report for the year ended 31 December 2025, or closely related parties to the named KMP, regardless of the capacity in which the vote is cast; or
-
as a proxy for a member of the KMP at the date of the AGM, or closely related parties to the KMP,
unless the vote is cast as a proxy for a person who is entitled to vote on this resolution:
-
in accordance with their directions of how to vote as set out in the Voting/Proxy Form; or
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by the Chairman of the AGM pursuant to an express authorisation in the Voting/Proxy Form.
Board Recommendation
The Board unanimously recommends that shareholders vote in favour of adopting the Remuneration Report.
The Chairman of the AGM intends to vote all available proxies in favour of item 2.
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Item 3 – Re-election of Simon Allen as a Director
Shareholder approval is sought to re-elect Simon Allen as a Director.
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Independent, Non-Executive Director
Simon Allen was appointed as a Director of Ampol on 1 September 2022. He is a member of the Safety and Sustainability Committee and Nomination Committee.
Simon has over 40 years’ commercial and governance experience in the New Zealand and Australian capital markets, and was Chief Executive of investment bank BZW/ABN AMRO in New Zealand for 21 years. He is currently Chair of IAG New Zealand Limited and a Director of IAG Limited.
Item 4 – Grant of 2026 Performance Rights to the MD & CEO
Background
The long-term incentive ( LTI ) arrangements operate through the Ampol Limited Equity Incentive Plan ( Plan ), under which eligible executives may receive grants of Performance Rights to acquire shares in the Company, subject to meeting certain performance and other conditions.
Performance Rights are proposed to be granted because they provide immediate share price exposure without conferring the full benefits of share ownership prior to vesting, such as voting and dividend entitlements.
The Performance Rights will be tested and may vest at the end of a three-year performance period ( Performance Period ) based on the following performance conditions:
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a) relative total shareholder return against S&P/ASX 100 companies; and
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b) return on capital employed.
Upon vesting, one Restricted Share will be awarded for each vested Performance Right. Restricted Shares will be subject to dealing restrictions for a further period of 12 months.
Alternatively, the Board may decide to settle vested Performance Rights in cash.
Further details of the 2026 LTI are set out below.
He is a former Trustee of the New Zealand Antarctic Heritage Trust, a former Chair of Z Energy Limited, and was Chair of Channel Infrastructure NZ Limited (previously known as The New Zealand Refining Company Limited). Simon was also the inaugural Chair of NZX Limited, Financial Markets Authority, Auckland Council Investments Limited, and Crown Infrastructure Partners Limited (previously known as Crown Fibre Holdings Limited).
Simon holds a Bachelor of Science from the University of Otago and a Bachelor of Commerce from the University of Auckland. He is a Chartered Fellow of the New Zealand Institute of Directors.
The Board has determined that Simon is an independent Director under the criteria set out in Ampol’s Board Charter.
Approval sought
Ampol considers it appropriate for shareholders to vote on the MD & CEO’s participation in the 2026 LTI Plan, even though shareholder approval is not required under the ASX Listing Rules because any shares received following vesting will be purchased on-market.
Accordingly, shareholders are asked to approve the grant of 82,694 Performance Rights to Matthew Halliday, MD & CEO, under the Plan, on the terms and conditions set out below.
If approval is not obtained from shareholders, the Board will consider alternative arrangements to appropriately remunerate and incentivise the MD & CEO.
Board Recommendation
For the reasons set out above, the Board, with Simon Allen abstaining, unanimously recommends that shareholders vote in favour of the resolution.
The Chairman of the AGM intends to vote all available proxies in favour of item 3.
6 Ampol Limited Notice of Annual General Meeting 2026
Explanatory statement continued
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Item 4 – Key terms of the 2026 LTI Performance Rights
An overview of the key terms of the proposed grant of Performance Rights to the MD & CEO under the 2026 LTI is set out below.
| Term | Details |
|---|---|
| Number of Performance Rights |
Subject to shareholder approval, the MD & CEO will be granted 82,694 Performance Rights under the Plan. The number of Performance Rights to be granted has been calculated by dividing the MD & CEO’s maximum 2026 LTI Opportunity (being 150% of his 2026 base salary of $1,768,000) by the volume-weighted average price (VWAP) of the Company’s ordinary shares (Shares) for 20 trading days up to, but not including, 1 January 2026 (Face Value). This VWAP has been determined as $32.07. |
| Date of grant | If shareholder approval is obtained, the Performance Rights will be granted to the MD & CEO as soon as practicable after the AGM, but in any event, within 12 months of the AGM. |
| Performance Rights |
Each Performance Right is an entitlement to receive one Restricted Share (or a cash payment of equivalent value at the Board’s discretion), subject to satisfaction of the applicable performance conditions over the Performance Period and the cessation of employment rules outlined further below. Performance Rights do not carry any dividend or voting rights. Performance Rights are not transferable (except in limited circumstances or with the consent of the Board). If there is a bonus issue or any reorganisation (including consolidation, subdivision, reduction or return) of the Company’s issued capital, the Board (at its discretion) may make adjustments to the number of Performance Rights and/or any amount payable on vesting or exercise of the Performance Rights to ensure that no advantage or disadvantage accrues to the participant. If there is a rights issue, the Board may (at its discretion) adjust the number of Performance Rights to take account of the rights issue. |
| Restricted Shares |
Restricted Shares may not be sold, or otherwise dealt with until the end of the 12-month restricted period. Restricted Shares are not transferable (except in limited circumstances or with the consent of the Board). |
| Performance conditions and weightings |
Vesting of Performance Rights is subject to the following performance conditions: – 50% of the Performance Rights are subject to a relative Total Shareholder Return (Relative TSR) measure, reflecting shareholder experience; and – 50% of the Performance Rights are subject to a return on capital employed (ROCE) measure, reflecting the Company’s return on capital. |
| Performance conditions |
(1) Relative Total Shareholder Return (TSR) (50%) Vesting of 50% of the Performance Rights will be subject to the Company’s Relative TSR performance measure. Relative TSR measures a return on an investment in Shares over the Performance Period, relative to return on investment in shares of companies that comprise the Standard & Poor’s S&P/ASX 100 index at the commencement of the Performance Period. The return is based on an investor’s return, defined as the percentage difference between the initial amount invested in shares and the final value of those shares at the end date, assuming dividends were reinvested. Any effects from share price volatility on a particular day at the beginning or end of the Performance Period are smoothed out by calculating the average Share price over a reasonable time period determined by the Board. Relative TSR vesting scale Performance scale Performance Rights subject to Relative TSR measure that vest (%) |
| Below threshold 0% |
|
| Threshold: 50th percentile 50% |
|
| At or above stretch: 75th percentile 100% |
|
| Pro-rata vesting occurs between threshold and stretch performance levels |
The Board has discretion to adjust the comparator group to take into account events including, but not limited to, takeovers, mergers or de-mergers that might occur during the Performance Period. The Board retains discretion to adjust the Relative TSR measure or vesting schedule in exceptional circumstances, including matters outside of management’s influence, to ensure that a participant is neither advantaged nor disadvantaged by matters that may materially affect achievement of the Relative TSR performance measure.
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Term Details Performance (2) Return on Capital Employed (ROCE) (50%) conditions Vesting of the other 50% of the Performance Rights will be subject to a ROCE performance measure with (continued) the Weighted Average Cost of Capital ( WACC ) used as a gate for threshold performance. ROCE will be measured in accordance with the following formula:
Replacement Cost Operating Profit ( RCOP ) earnings before interest and taxes ( EBIT ) / Average Capital Employed where Capital Employed = Total Equity + Net Debt ROCE will be calculated by using the average RCOP EBIT and the average capital employed over the three-year Performance Period.
ROCE vesting scale
| ROCE vesting scale | |
|---|---|
| Performance Rights subject to | |
| Performance scale | ROCE measure that vest (%) |
| Below threshold | 0% |
| Threshold | 33.3% |
| Target | 66.6% |
| Stretch | 100% |
Pro-rata vesting occurs between threshold and target, and target and stretch performance levels
The Board retains discretion to alter the ROCE measure or vesting schedule in exceptional circumstances, including matters outside of management’s influence, to ensure there is no material advantage or disadvantage that would materially affect achievement of the ROCE performance measure.
| The Board retains discretion to alter the ROCE measure or vesting schedule in exceptional circumstances, including matters outside of management’s influence, to ensure there is no material advantage or disadvantage that would materially affect achievement of the ROCE performance measure. |
|
|---|---|
| Where the Board looks to adjust LTI outcomes or targets in the event of material corporate activity, a set of | |
| guiding principles will be employed by the Board in determining whether any adjustments to on-foot LTI awards | |
| will be made. | |
| The Board considers ROCE targets as commercially sensitive as disclosure could potentially indicate the | |
| Company’s margins. Therefore, those targets will not be disclosed during the Performance Period. The Board | |
| will set out how Ampol has performed against ROCE performance measures in the 2028 Remuneration Report. | |
| Performance | The Relative TSR and ROCE performance measures outlined above will be tested over a three-year |
| Period | Performance Period (from 1 January 2026 to 31 December 2028). |
| Any Performance Rights that do not vest following testing will lapse. | |
| Allocation of | Following determination of the extent to which the performance conditions have been satisfied (at the end |
| Restricted | of the three-year Performance Period), vested Performance Rights will be automatically exercised, and one |
| Shares upon | Restricted Share will be allocated for each vested Performance Right that is exercised (unless the Board decides |
| vesting | to settle any vested Performance Rights in cash). |
| Restricted Shares may not be sold or otherwise dealt with for a period of 12 months from the date of allocation. | |
| The Company’s obligation to allocate Restricted Shares on vesting and automatic exercise will be satisfied | |
| using Shares that have been purchased on-market. | |
| Price payable | No amount is payable in respect of the grant of Performance Rights, nor in respect of any Restricted Shares |
| for securities | allocated following vesting and automatic exercise of the Performance Rights. |
8 Ampol Limited Notice of Annual General Meeting 2026
Explanatory statement continued
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| Term | Details | Details |
|---|---|---|
| Cessation of employment |
The treatment of the Performance Rights and Restricted Shares upon cessation of employment is summarised in the table below. Date of cessation Reason Outcome |
|
| Less than six months after grant date |
Any All Performance Rights will immediately lapse. |
|
| At least six months after grant date but prior to vesting |
Resignation or dismissal for cause All Performance Rights will immediately lapse. |
|
| Any other reason Unless the Board determines otherwise, Performance Rights will continue and vest on the original vesting date, subject to satisfaction of the performance conditions. |
||
| The Board has discretion to determine that only a pro-rata number of Performance Rights continue, based on the proportion of the Performance Period which has elapsed. |
||
| Following vesting (whilst holding Restricted Shares) |
Any The restrictions on the Shares will immediately be lifted. |
|
| The Board may exercise its discretion to determine a different treatment prior to or within 60 days of the cessation date. In the event that any additional lapsing of Performance Rights is determined by the Board, the lapse will be deemed to have taken effect on the cessation date. |
||
| Change of control |
The Board may determine that some or all of Mr Halliday’s Performance Rights vest, or Restricted Shares cease to be subject to restrictions, where there is a takeover bid or any other transaction, event or state of affairs that, in the Board’s discretion, is likely to result in a change of control of the Company. |
|
| Malus and clawback |
The Plan provides the Board with the ability to reduce, vary or clawback the MD & CEO’s Performance Rights, Restricted Shares and Shares in circumstances where the Board considers that the MD & CEO received inappropriate or unfair benefits in connection with his 2026 LTI or any other remuneration. These circumstances may include (among others) fraud, dishonesty, gross misconduct, material misstatement of accounts or risk failures. |
|
| Minimum shareholding |
A minimum shareholding requirement applies to the MD & CEO of 100% of his fixed annual remuneration. | |
| Other information |
There is no loan scheme in relation to the grant of Performance Rights under the Plan. Mr Halliday is the only Director currently entitled to participate in the Plan. Mr Halliday holds 289,415 Performance Rights from previous LTI grants under the Plan which were granted at no cost as part of his remuneration from Ampol. The Board may amend or waive terms under the Plan, subject to the ASX Listing Rules. Subject to the Listing Rules, the Board may make such adjustments to Performance Rights awarded under the Plan as the Board considers appropriate in order to minimise or eliminate any material advantage or disadvantage to Mr Halliday resulting from a corporate action such as a capital raising or capital reconstruction. |
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The MD & CEO’s total remuneration package for 2026
Long Term Incentive
The Board regularly reviews Ampol’s remuneration framework to ensure it remains appropriately challenging, motivating for participants, and is aligned with both the business’ strategic priorities as well as shareholder experience. As part of this review, the Board considered 2026 LTI ROCE targets given Ampol’s evolving strategy and operational context and has approved targets where all threshold, target and stretch performance requirements are set with reference to Ampol’s three-year business plan. WACC will be used as a gate for threshold performance.
Changes to the ROCE component of LTI include:
-
Threshold performance will be set at 90% of ROCE Target performance. WACC is established before the commencement of the three-year Performance Period and is a gate. No LTI vesting will occur relating to ROCE unless returns over the Performance Period are at least above WACC;
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Stretch performance will be set at 110% of ROCE Target performance.
No other changes have been approved for 2026 in relation to the LTI award.
Voting exclusion
The Company will disregard any votes cast:
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in favour of this resolution by or on behalf of Mr Halliday or any associate, regardless of the capacity in which the vote is cast; or
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as a proxy for a member of the KMP at the date of the AGM, or that KMP’s closely related parties,
unless the vote is cast:
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as proxy or attorney for a person entitled to vote on the resolution in accordance with their directions of how to vote as set out in the Voting/Proxy Form; or
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as proxy for a person entitled to vote on the resolution by the Chairman of the AGM, pursuant to an express authorisation to exercise the proxy as the Chairman decides; or
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by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
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the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
The MD & CEO’s total remuneration package for 2026 is set out below.
out below. |
|
|---|---|
| Remuneration | |
| element | Opportunity |
| Fixed | Fixed remuneration includes base salary |
| remuneration | and superannuation guarantee as |
| legislated and is uncapped. For FY26 base | |
| salary will be $1,768,000. | |
| STI | STI maximum opportunity is 150% of |
| base salary, where stretch performance | |
| is achieved. This is delivered as a 50% | |
| cash component ($1,326,000) plus | |
| superannuation guarantee as legislated, | |
| and 50% is deferred into Restricted Shares | |
| for two years ($1,326,000). | |
| LTI | Maximum opportunity is 150% of base |
| salary, allocated as Performance Rights, | |
| using a face value allocation methodology. |
Board Recommendation
The Board (other than the MD & CEO, who abstains from making a recommendation because of his interest in the resolution) unanimously recommends that shareholders vote in favour of the resolution.
The Chairman of the AGM intends to vote all available proxies in favour of item 4.
Further information regarding the MD & CEO’s executive remuneration arrangements is detailed in the 2025 Annual Report.
10 Ampol Limited Notice of Annual General Meeting 2026
Important information
Conduct of the meeting
The AGM is intended to provide shareholders with the opportunity to hear from the Chairman and MD & CEO about the performance and operations of the Company.
Voting on resolutions set out in the Notice of Meeting will be conducted by poll. The Chairman of the AGM intends to vote all available proxies in favour of each resolution.
Attend in person
Shareholders and proxyholders attending the AGM in person can register from 9:30 am (AEST) on the day of the AGM.
Location of the meeting
The Mint is located at the southern (Hyde Park) end of Macquarie Street, next to Hyde Park Barracks Museum.
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The Mint
Hyde Park
Barracks
St Mary’s
Cathedral
THE
DOMAIN
HYDE
PARK
Hunter St
Castlereagh St Phillip St
Martin Place Macqaurie St
Elizabeth St
St James
College St
NSW
Parliament
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Public Transport, parking and accessibility
By foot : The Mint can be accessed by foot from Macquarie Street.
By bus : For information about bus routes and timetables, call 131 500 or visit www.131500.com.au.
By train : The Mint is a 5-minute walk from St James Station (City Circle line) or a 10-minute walk from Martin Place Station (Eastern Suburbs line). For up-to-date timetables or to find the quickest public transport routes visit www.131500.com.au or call 131 500.
Parking : There is no public parking at The Mint. The Domain paid parking station is the closest parking station and is a 10-minute walk from The Mint via entry from St Mary’s Road.
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Participating online
Shareholders can also participate in the AGM online in real-time via the online platform at https://meetings. openbriefing.com/ALD26. If you would like to ask an audio question at the AGM via the online platform, please see the instructions below under the heading “Asking an audio question in the meeting”. To use the online platform, you will require a computer, tablet or mobile device with an internet connection. You will also need to ensure your browser is compatible with the online platform.
It is recommended that shareholders login to the online platform at least 30 minutes prior to the scheduled start time for the AGM using the instructions below:
Shareholders : when you log onto the online platform, you will need to provide your details (including SRN/HIN and postcode) to be verified as a shareholder. Shareholders with a registered address outside Australia should click “Outside Australia” and select the country of their registered address.
Proxyholders : when you log onto the online platform, you will need your “Proxy Number” which will be provided to you by MUFG Corporate Markets (AU) Limited ( MUFG Corporate Markets ) by email before the AGM.
More information about how to use the online platform is available in the Virtual Online Meeting Guide, which is available at https://www.ampol.com.au/about-ampol/ investor-centre/shareholder-meetings.
Asking an audio question in the meeting
Shareholders and proxyholders will also have the opportunity to listen to the AGM and ask questions verbally at the AGM. To ask an audio question, log in to the online platform at https://meetings.openbriefing.com/ALD26 and click on “Ask a Question”, then select “Go to Web Phone”. Type in your name and hit the green call button. When the Chairman of the AGM calls for questions or comments on the item of business to which your question or comment relates, press 1 on the keypad on your screen to be placed in the queue to ask a verbal question. If at any time you no longer wish to ask a question or make a comment, you can exit the queue by pressing 2 on the keypad. The operator will introduce you to the meeting when it is your turn to ask a question or make a comment.
Proxies
Proxies must be received by 10:00 am (AEST) on Tuesday, 12 May 2026.
Shareholders may appoint a proxy to attend the AGM and vote on their behalf. The proxy does not need to be an Ampol shareholder. Should you hold two or more shares you are able to appoint up to two proxies and may specify the proportion or number of votes that each proxy is appointed to exercise. Where the proportion or number of votes is not specified, each proxy may exercise one half of the total number of votes that shareholder is entitled to exercise.
Accessibility : There is access for people with wheelchairs to the ground floor of the Macquarie Street building, courtyard and the Gold Melting Room (located behind the Macquarie Street building). The accessible toilets are located behind the Gold Melting Room.
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Technical difficulties
Technical difficulties may arise during the course of the AGM. The Chairman of the AGM has discretion as to whether and how the meeting should proceed in the event that a technical difficulty arises. In exercising his discretion, the Chairman of the AGM will have regard to the number of shareholders impacted and the extent to which participation in the business of the meeting is affected. Where he considers it appropriate, the Chairman of the AGM may continue to hold the meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, shareholders are encouraged to lodge a direct vote or submit a directed proxy in advance of the AGM to ensure that their votes will be cast.
Compliance with ASX Listing Rules
Ampol confirms that this document complies with the notice of meeting content requirements set out in the ASX Listing Rules. ASX has provided no objection to this document under ASX Listing Rule 15.1.4 on the basis of this confirmation.
Questions from shareholders prior to the meeting
Shareholders who are entitled to attend and vote at the AGM may submit written questions online to the Company and the External Auditor prior to the AGM. To submit a question electronically, visit https://au.investorcentre.mpms. mufg.com or email [email protected]. Questions you submit to the Company will be considered in preparing the Chairman’s address, and as many of the most frequently raised questions as possible will be answered during the AGM. However, there may not be sufficient time available at the meeting to address all of the questions raised and individual responses will not be sent to shareholders.
Questions must be received by 5:00 pm (AEST) on Thursday, 7 May 2026.
By post
Provide the completed, signed Voting/Proxy Form to:
Ampol Limited C/- MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Australia
By email or facsimile
Email: [email protected] Facsimile: +61 2 9287 0309
Corporate representative
In order to vote at the AGM, a corporation that is entitled to vote must appoint an individual to act as its Corporate Representative in accordance with section 250D of the Corporations Act. This includes body corporates that have been appointed as a proxy for a shareholder.
The Corporate Representative should provide evidence of their appointment, including any authority under which it is signed, prior to the commencement of the AGM, unless previously provided to and accepted by MUFG Corporate Markets. A pro forma “Certificate of Appointment of Corporate Representative” can be obtained from MUFG Corporate Markets.
Investor communications
Ampol has transitioned to electronic investor communications as permitted by the Corporations Act.
To update or change your communication elections, visit https://au.investorcentre.mpms.mufg.com or contact MUFG Corporate Markets by telephone on 1300 361 735 or by email [email protected]. You can change your election at any time.
Electronic payments
Voting
For the purpose of the AGM, the Directors have determined that Ampol shares will be taken to be held by the persons who are registered as holding them at 7:00pm (Sydney time) on Tuesday, 12 May 2026. The entitlement of shareholders to vote at the AGM will be determined by that date and time.
If your shares are held jointly, please note that if you and another joint holder both vote, only the vote of the holder appearing first in the register will be accepted.
Ampol has transitioned to mandatory electronic payments. If you previously received cheque payments, please ensure that your payment instructions are updated. You can elect to receive your dividend statements in hard copy.
To update or change your payment instructions, visit https://au.investorcentre.mpms.mufg.com or contact MUFG Corporate Markets by telephone on 1300 361 735 or by email at [email protected].
Shareholders can lodge their direct vote or appoint a proxy online at https://au.investorcentre.mpms.mufg.com or by following the instructions on the Voting/Proxy Form. These must be submitted by no later than 10.00am (AEST) on Tuesday, 12 May 2026 to be valid.
Even if you plan to attend the meeting or participate online, you are still encouraged to lodge a direct vote or submit a directed proxy in advance of the meeting so that your votes can be counted if for any reason you cannot attend in person or online.
A proxy or direct vote is not revoked by the appointing shareholder attending the AGM unless the shareholder instructs the Company or Share Registry prior to the meeting commencing that the shareholder wishes to vote in person at the AGM, in which case the proxy appointment or direct vote is revoked.
www.ampol.com.au
ABN 40 004 201 307
LODGE YOUR VOTE
ONLINE https://au.investorcentre.mpms.mufg.com
EMAIL � [email protected]
BY MAIL
Ampol Limited C/- MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Australia
BY FAX +61 2 9287 0309
ALL ENQUIRIES TO Telephone: 1300 361 735 Overseas: +61 1300 361 735
VOTING/PROXY FORM
I/We being a member(s) of Ampol Limited (the Company ) and entitled to attend and vote hereby:
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A
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VOTE DIRECTLY
elect to lodge my/our vote(s) directly (mark box)
in relation to the Annual General Meeting of the Company to be held at 10:00am (AEST) on Thursday, 14 May 2026, and at any adjournment or postponement of the Meeting. You should mark either “for” or “against” for each Item.
OR
B APPOINT A PROXY the Chairman OR if you are NOT appointing the Chairman of Name of the Meeting the Meeting as your proxy, (mark box) please write the name and email of the person or body corporate you are Email appointing as your proxy
or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/ our proxy to act generally on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 10:00am (AEST) on Thursday, 14 May 2026 (the Meeting ) and at any postponement or adjournment of the Meeting. If the Chairman of the Meeting is my/our proxy (or becomes my/our proxy by default), by completing and submitting this form without any voting directions, I/we expressly authorise the Chairman of the Meeting to vote on items 2 and 4, even though items 2 and 4 are connected directly or indirectly with the remuneration of a member of the key management personnel of the Company.
The Meeting will be conducted as a hybrid meeting. You can participate by attending in person at The Mint, 10 Macquarie Street, Sydney or logging in online at https://meetings.openbriefing.com/ALD26 (refer to details in the Virtual Online Meeting Guide).
The Chairman of the Meeting intends to vote all available proxies in favour of each Item of business.
VOTING DIRECTIONS
Voting/Proxy Forms will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with a T
Items
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2 Adoption of Remuneration Report
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3 Re-election of Simon Allen as a Director
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4 Grant of 2026 Performance Rights to the MD and CEO
For Against Abstain *
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* If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf and your votes will not be counted in computing the required majority.
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
| Shareholder 1 (Individual) Sole Director and Sole Company Secretary |
Joint Shareholder 2 (Individual) Director/Company Secretary (Delete one) |
Joint Shareholder 3 (Individual) Director |
|---|---|---|
This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the Company’s share registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the Company’s constitution and the Corporations Act 2001 (Cth).
ALD PRX2601N
HOW TO COMPLETE THIS SHAREHOLDER VOTING/PROXY FORM
YOUR NAME AND ADDRESS
This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.
VOTING UNDER BOX A – DIRECT VOTING
If you marked the box under Box A you are indicating that you wish to vote directly. Please only mark either “for” or “against” for each Item. If you mark the “abstain” box for an Item, your vote for that Item will not be counted.
If no direction is given on all of the Items, or if you complete both Box A and Box B, your vote will be passed to the Chairman of the Meeting as your proxy.
Custodians and nominees may, with the Share Registrar’s consent, identify on the Voting/Proxy Form the total number of votes in each of the categories “for” and “against” and their votes will be counted.
The Chairman of the Meeting’s decision as to whether a direct vote is valid is conclusive.
VOTING UNDER BOX B – APPOINTMENT OF PROXY
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name and email of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.
DEFAULT TO CHAIRMAN OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. If the Chairman of the Meeting is your proxy or becomes your proxy by default, and you do not provide voting directions, then by completing and submitting the Voting/ Proxy Form you are expressly authorising the Chairman of the Meeting to exercise your proxy on resolutions that are connected directly or indirectly with the remuneration of a member of the Company’s KMP.
VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT
You may direct your proxy how to vote by placing a mark in one of the boxes opposite each Item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any Item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the Items of business, your proxy may vote as he or she chooses, subject to any voting exclusions. If you mark more than one box on an Item your vote on that Item will be invalid.
PROXY VOTING BY KEY MANAGEMENT PERSONNEL (KMP)
If you wish to appoint a Director (other than the Chairman of the Meeting) or other member of the Company’s KMP, or their closely related parties, as your proxy, you must specify how they should vote on items 2 and 4 by marking the appropriate box. If you do not, your proxy will not be able to exercise your vote for these items.
A proxy or direct vote is not revoked by the appointing shareholder attending the Meeting unless the shareholder instructs the Company or Share Registry prior to the Meeting commencing that the shareholder wishes to vote in person at the Meeting, in which case the proxy appointment or direct vote is revoked.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting virtually the appropriate “Certificate of Appointment of Corporate Representative” must be received at [email protected] prior to commencement of the Meeting unless previously received. A form of the certificate may be obtained from the Company’s share registry or online at www.mpms.mufg.com/en/ mufg-corporate-markets.
LODGEMENT OF A VOTING/PROXY FORM
This Voting/Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am (AEST) on Tuesday, 12 May 2026, being not later than 48 hours before the commencement of the Meeting. Any Voting/Proxy Form received after that time will not be valid for the scheduled Meeting.
Voting/Proxy Forms may be lodged:
ONLINE
https://au.investorcentre.mpms.mufg.com
Login to the Investor Centre using the holding details as shown on the Voting/Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).
BY MOBILE DEVICE
QR Code
Our voting website is designed specifically for voting online. You can now lodge your vote by scanning the QR code adjacent or enter the voting link https://au.investorcentre.mpms.mufg.com into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.
To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.
� [email protected] BY MAIL Ampol Limited C/- MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Australia
BY FAX +61 2 9287 0309
APPOINTMENT OF A SECOND PROXY
You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Voting/Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together.
To appoint a second proxy you must:
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(a) on each of the first Voting/Proxy Form and the second Voting/Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
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(b) return both forms together.
SIGNING INSTRUCTIONS
You must sign this form as follows in the spaces provided:
Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either shareholder may sign.
Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the Company’s share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.