Fulton Hogan investors are to buy-back Shell's stake of 31% in the company.
It will progressively purchase the holding over 4.5 years, starting later this month.
The Independent newspaper has reported that Shell will get about $472 million for the sale.
Shell is selling the holding, along with its New Zealand fuel retailing arm, as part of a global strategy to focus on oil and gas production in expanding markets.
Shell says talks are continuing with Infratil and the New Zealand Superannuation Fund on the sale of the company's service stations and refining interests.