Caltex Australia : Notice of Annual General Meeting & Proxy Form

2017 NOTICE OF ANNUAL GENERAL MEETING

2 CALTEX AUSTRALIA

The 2017 Annual General Meeting of Caltex Australia Limited will be held at 10.00am AEST on Thursday, 4 May 2017 at the Wesley Conference Centre, 220 Pitt Street, Sydney.

31 March 2017

Dear Shareholder

On behalf of your Board, I am pleased to invite you to the 2017 Annual General Meeting (AGM or Meeting) of Caltex Australia Limited (Caltex or the

Company) to be held at 10.00am (AEST) on Thursday, 4 May 2017 at the Wesley Conference Centre, 220 Pitt Street, Sydney (Meeting).

A Notice of Meeting and Explanatory Statement (Notice) is set out on the following pages.

Should you wish to submit a question, please complete and return the enclosed Question Form or submit your question electronically. Visit www.investorvote.com.au or email caltex.queries@computershare.com.au. Questions you submit will be considered in preparing my AGM address.

If you are attending the AGM in person, please arrive at least 30 minutes prior to commencement and bring your personalised Proxy Form, as it contains a barcode to assist with the registration process.

Holders of Caltex Subordinated Notes (ASX:CTXHA) are welcome to attend the Meeting as visitors but, in accordance with the terms of the Notes, are not able to vote.

If you are unable to attend the Meeting in person, I encourage you to appoint a proxy to attend and vote on your behalf before 10.00am (AEST) on Tuesday, 2 May 2017. You can lodge your proxy online or in any of the other ways explained in the Proxy Form. The Meeting will be webcast live via our website. Visit www.caltex.com.au.

The formal business of the meeting will ask members to:

1. Consider the Financial Report, the Directors' Report and the Auditor's Report for the year ended 31 December 2016

2. Election of Directors

3. Re-election of Greig Gailey as a Director

4. Re-election of Bruce Morgan as a Director

5. Election of Melinda Conrad as a Director

6. Adopt the Remuneration Report for the year ended 31 December 2016

7. Grant the Performance Rights to the Managing Director & CEO

8. The Board, excluding the interested Directors, recommends that members vote in favour of the proposed resolutions.

   Caltex's Annual Report is available on our website. Visit www.caltex.com.au. To request a hard copy, please contact Computershare on 1300 850 505 or email caltex.queries@computershare.com.au.

   I look forward to welcoming you to the 2017 AGM and extend a warm invitation to you to join the Directors and the management team for refreshments at the conclusion of the Meeting.

   Yours faithfully

   Greig Gailey

   Chairman

   ITEMS OF BUSINESS

   Additional information on each item of business is set out in the enclosed Explanatory Statement which forms part of this Notice.

   Consider the Financial Report, the Directors' Report and the Auditor's Report for the year ended 31 December 2016

   To receive and consider the Financial Report (including Notes to the Financial Statements), the Directors' Report and the Independent Auditor's Report of Caltex Australia Limited for the year ended 31 December 2016.

   Election of Directors Re-election of Greig Gailey as a Director

   To consider and, if thought appropriate, pass the following ordinary resolution: "That Greig Gailey be re-elected as a Director of Caltex Australia Limited."

   Re-election of Bruce Morgan as a Director

   To consider and, if thought appropriate, pass the following ordinary resolution: "That Bruce Morgan be re-elected as a Director of Caltex Australia Limited."

   Election of Melinda Conrad as a Director

   To consider and, if thought appropriate, pass the following ordinary resolution: "That Melinda Conrad be elected as a Director of Caltex Australia Limited."

   Adopt the Remuneration Report

   To consider and, if thought appropriate, pass the following resolution as a non-binding ordinary resolution of the Company in accordance with section 250R(2) of the Corporations Act 2001 (Cth):

   "That the Remuneration Report for the year ended 31 December 2016 be adopted."

   Grant the performance rights to the Managing Director & CEO

   To consider and, if thought appropriate, pass the following ordinary resolution:

   "That approval is given for all purposes, including ASX Listing Rule 10.14, for the grant of 121,200 performance rights to Julian Segal, Managing Director & Chief Executive Officer as his 2017 long term incentive award under the Caltex Equity Incentive Plan

   on the terms summarised in the Explanatory Statement." By order of the Board.

   Lyndall Stoyles

   Company Secretary 31 March 2017

   2017 NOTICE OF ANNUAL GENERAL MEETING 1

   EXPLANATORY STATEMENT Consider the Financial Report, the Directors' Report and the Auditor's Report for the year ended 31 December 2016

   In accordance with the Corporations Act 2001 (Cth), the Financial Report (including the Notes to the Financial Statements), the Directors' Report and the Independent Auditor's Report of Caltex Australia Limited (Reports) for the year ended 31 December 2016 will be laid before the Meeting. This item of business does not require a formal resolution.

   The Reports are in Caltex's Annual Report, which is available on our website. Visit www.caltex.com.au.

   Shareholders will be given a reasonable opportunity to ask questions about the Reports at the Meeting. Shareholders are encouraged to submit questions before the Meeting online or by completing the Question Form (refer to 'Important Information').

   Election of Directors Re-election of Greig Gailey as a Director

   Shareholder approval is sought to re-elect Mr Gailey as a Director. The Board considers Mr Gailey to be an Independent Director.

   Mr Gailey was appointed as a Director on 11 December 2007 and as Chairman on 10 December 2015.

   Chairman and Independent, Non-executive Director

   Board committees

   Nomination Committee (Chairman), attends meetings of the Audit Committee, the Human Resources Committee and the OHS & Environmental Risk Committee in an ex-officio capacity.

   Mr Gailey brings to the Board extensive Australian and international oil industry experience, and broad management expertise from industrial and capital-intensive industries.

   From 1964 to 1998, he worked at British Petroleum Company (BP), where he held various positions throughout Australia and offshore, including management of refining, supply and distribution in Australia and Europe. Mr Gailey was subsequently appointed CEO of Fletcher Challenge Energy (New Zealand), a position he held from 1998 to 2001. In August 2001, he joined Pasminco Limited as CEO. Pasminco relisted on the ASX as Zinifex Limited in April 2004. Mr Gailey became Managing Director & CEO of Zinifex Limited from that date until standing down in June 2007.

   Mr Gailey is Chairman of ConnectEast and the Australian Advisory Board of Canada Steamships and Deputy Chairman of the Victorian Opera. He was President of the Business Council of Australia from 2007 to 2009.

   Mr Gailey holds a Bachelor of Economics from the University of Queensland.

   Shareholders will have an opportunity to hear from Mr Gailey with respect to his re-election at the Meeting.

   The Board, with Mr Gailey abstaining, unanimously recommends that shareholders vote in favour of the resolution.

   The Chairman intends to vote all available proxies in favour of this resolution.

   Re-election of Bruce Morgan as a Director

   Shareholder approval is sought to re-elect Mr Morgan as a Director. The Board considers Mr Morgan to be an Independent Director.

   Mr Morgan was appointed as a Director on 29 June 2013.

   Independent, Non-executive Director

   Board committees

   Audit Committee (Chairman), Nomination Committee and OHS & Environmental Risk Committee.

   Mr Morgan brings to the Board expertise in financial management, business advisory services, risk and general management. He is

   the Chairman of Sydney Water Corporation and Redkite, and a Non-executive Director of Origin Energy Limited, the University of New South Wales Foundation and the European Australian Business Council. Prior to this, Mr Morgan was a partner with professional services firm PricewaterhouseCoopers (PwC) for over 25 years, where he practised as an audit partner with a focus on the energy and mining sectors. He was previously Chairman of the PwC Board and a member of the PwC International Board. Prior to that, he was managing partner of PwC's Sydney and Brisbane offices.

   He is a Fellow of the Australian Institute of Company Directors and Chartered Accountants Australia and New Zealand and holds a Bachelor of Commerce (Accounting and Finance) from the University of New South Wales.

   Shareholders will have an opportunity to hear from Mr Morgan with respect to his re-election at the Meeting.

   The Board, with Mr Morgan abstaining, unanimously recommends that shareholders vote in favour of the resolution.

   The Chairman intends to vote all available proxies in favour of this resolution.

   Election of Melinda Conrad as a Director

   Shareholder approval is sought to elect Ms Conrad as a Director. The Board considers Ms Conrad to be an Independent Director.

   Ms Conrad was appointed by the Board on 1 March 2017.

   Independent, Non-executive Director

   Board committees

   Nomination Committee and OHS & Environmental Risk Committee.

   Ms Conrad brings to the Board expertise in strategy and governance and a background in retail and technology led transformation. She is currently a Non-executive Director of ASX Limited, OFX Group Limited, The Reject Shop Limited, the George Institute for Global Health and the Centre for Independent Studies. She is also a Member of the ASIC Director Advisory Panel and the Australian Institute of Company Directors Corporate Governance Committee. Prior to this she served as Non-executive Director

   of David Jones Limited, APN News & Media Limited and the

   2 CALTEX AUSTRALIA