Captial Bond Offer Interest Rate Confirmed

MARKET ANNOUNCEMENT
Date: 26 June 2018

NZX: GNE / ASX: GNE

Genesis Energy Limited Announces Interest Rate for Capital Bond Offer

Following a successful bookbuild process, Genesis Energy Limited ("Genesis") confirmed today that NZ$200 million of
subordinated unsecured capital bonds (“Capital Bonds”) have been allocated to market participants in the General
Offer.

The interest rate for the Capital Bonds from the Issue Date to the First Reset Date (16 July 2023) will be 4.65 % p.a.,
which reflects a margin of 2.01% p.a. over the underlying swap rate of 2.64% p.a..

The Capital Bonds will be issued on 16 July 2018 and will mature on 16 July 2048. The Capital Bonds are expected to
be quoted on the NZX Debt Market. As a result of the successful bookbuild process, Genesis will redeem its GPLFA
Bonds, and holders of GPLFA Bonds will receive a formal notice of redemption in the next few working days.

The Reserved Offer is expected to close on 4 July 2018 and the General Offer is expected to close on 9 July 2018.
Should any Capital Bonds be available from a shortfall under the Reserved Offer, Genesis may at its sole discretion,
offer any such Capital Bonds under the General Offer.

The updated terms sheet for the offer is attached.

For further information please contact:

BNZ Deutsche Craigs Forsyth Barr
0800 284 017 0800 226 263 0800 367 227

Ends
Dan Dillane
Group Manager Capital Structure
Genesis
021 501 235

About Genesis
Genesis (NZX: GNE, ASX: GNE) is a diversified New Zealand energy company. It sells electricity, reticulated natural gas
and LPG through its retail brands of Genesis Energy and Energy Online. It is New Zealand’s largest energy retailer with
around 500,000 customer accounts. Genesis generates electricity from a diverse portfolio of thermal and renewable
generation assets located in different parts of the country. Genesis also has a 46% interest in the Kupe Joint Venture,
which owns the Kupe Oil and Gas Field offshore of Taranaki, New Zealand. Genesis had revenue of NZ$2bn during the
12 months ended 30 June 2017. More information can be found at www.genesisenergy.co.nz.

---

Joint Lead Managers
Terms Sheet for
Subordinated
Unsecured
Capital Bonds
26 J u n e 20 1 8
GENESIS E N E R GY LIMITED

Genesis Capital 2


Ter ms Sheet
26 June 2018
This terms sheet (“Ter ms Sheet
(“Genesis”) of up to $240,000,000 of subordinated unsecur ed capital bonds maturing on 16 July 2048
(“Capital Bonds”) under a capital bonds trust deed dated 18 June 2018 (“Capital Bonds Trust Deed”)
enter ed into between Genesis as issuer and Trustees Execut ors Limited as supervisor (“Supervisor”).
Important notic e
(“”) is made in reliance upon the
excl usion in clause 19 of schedule 1 of
the Financial Market s Conduct Act 2013
(“FMCA”).
rights, privileges, limitations and
conditions (except f or the inter est rate
and maturity date) as Genesis’:
• $200,000,000 subordinated
unsecur ed capital bonds maturing
on 15 July 2041 which are currently
quoted on the NZX Debt Market
under the ticker code GPLFA
(“GPLFA Bonds”); and
• $225,000,000 subordinated
unsecur ed capital bonds maturing
on 9 June 2047 which are currently
quoted on the NZX Debt Market
under the ticker code GNE040
(“GNE040 Bonds”),
(the GPLFA Bonds and the GNE040
Bonds, together the “Existing Bonds”).
The Capital Bonds are of the same class
as the Existing Bonds for the purposes
of the FMCA and the Financial Market s
Conduct Regulations 2014.
Genesis is subject to a disclosur e
obligation that requires it to notif y
cer tain material information to NZX
Limited (“NZX”) for the purpose of
that information being made available
to participants in the market and that
information can be found by visiting
www.nzx. com/companies/GNE/
announcements.

The GPLFA Bonds (which have an
inter est rate of 6.19 % p.a. and a
redemption date of 15 July 2041 or such
earlier date on which redemption is to
occur in accor dance with the trust deed
for the GPLFA Bonds) and the GNE040
Bonds (which have an inter est rate of
5.70% p.a. and a redemption date of 9
June 2047 or such earlier date on which
redemption is to occur in accor dance
with the trust deed for the GNE040
Bonds) are the only debt securities of
Genesis that are in the same class as
the Capital Bonds and are currently
quoted on the NZX Debt Market.

Investors should look to the market
how the market assesses the returns
and risk premium for those bonds. The
GPLFA Bonds have been suspended
fr om trading on and from 11 June 2018 .

Redemption of the GPLFA
Bonds

Bonds is 15 July 2018 and Genesis has
the right to redeem the GPLFA Bonds
on that date. If the bookbuild process
redeem the GPLFA Bonds by giving a
redemption notice to holders of GPLFA
Bonds (“GPLFA Bondholders”) on or
shortly after the Rat e Set Date (26 June
2018).
of $200,000,000 (which is open
of up to $40,000,000 (which is open
to GPLFA Bondholders). The General
described in more detail below, and
GPLFA Bondholders can participate in
or both.
All ref er ences to $ in this Terms Sheet
ar e to New Zealand dollars.

Genesis Capital Bond Offer 20183
Investors should carefully consider the features of the Capital Bonds which differ from the features of a standard senior bond.
Those features include the ability of Genesis to defer interest, optional redemption rights for Genesis, a margin step-up and
the subordinated nature of the Capital Bonds. Investors should read this Terms Sheet carefully (including the Risks discussed
on page 13) and seek financial advice before deciding to invest in the Capital Bonds.
IssuerGenesis Energy Limited.
DescriptionThe Capital Bonds are subordinated, unsecured interest bearing debt securities.
RankingThe Capital Bonds are unsecured and subordinated to all indebtedness of Genesis, other
than indebtedness expressed to be pari passu with or subordinated to the Capital Bonds.
The Capital Bonds rank equally with the Existing Bonds. See “Ranking on Liquidation”
below.
PurposeThe proceeds from the issue of the Capital Bonds will be used to fund the redemption of
the GPLFA Bonds and for general corporate purposes.
Guaranteeing SubsidiaryKupe Venture Limited (“Kupe”) guarantees the obligations of Genesis in relation to the
Capital Bonds pursuant to the Capital Bonds Trust Deed (“Guarantee”).
Kupe is a wholly-owned subsidiary of Genesis, and the only subsidiary of Genesis that is
incorporated in New Zealand.
Kupe guarantees the due and punctual payment of all amounts payable by Genesis to
holders of Capital Bonds (“Bondholders”) in respect of the Capital Bonds and there are no
limits on the obligations of Kupe in respect of the amounts owing under the Guarantee.
The Guarantee is an unsecured, subordinated obligation of Kupe.
In this Terms Sheet, Kupe is referred to as the “Guaranteeing Subsidiary”.
Further IndebtednessGenesis and the Guaranteeing Subsidiary may incur finance debt (including bank debt or
debt in respect of new domestic bonds or new US private placement notes), without the
consent of Bondholders.
Equity ContentIntermediate.
Standard & Poor’s has assigned an “intermediate” equity content to the Capital Bonds.
Where such equity credit content is assigned, Standard & Poor’s will consider that the
Capital Bonds comprise 50% equity when calculating its financial ratios for Genesis.
The equity content is expected to fall to minimal (0%) from 16 July 2028.
Capital StructureGenesis believes that hybrid securities that are ascribed equity content such as the
Capital Bonds are an effective capital management tool and intends to maintain such
instruments as a key feature of its capital structure going forward.
Credit RatingsGenesis credit rating: BBB+ (Standard & Poor’s).
Expected issue credit rating: BB+ (Standard & Poor’s).
Genesis’ current credit rating of BBB+ incorporates a one notch upgrade above Genesis’
standalone credit rating of bbb for majority Government ownership.
The issue credit rating is two notches below Genesis’ stand-alone credit rating. One notch
is deducted for the Capital Bonds being subordinated and a second notch because of the
potential for payments of interest to be deferred.
A credit rating is an independent opinion of the capability and willingness of an entity
to repay its debts (in other words, its creditworthiness). It is not a guarantee that the
financial product being offered is a safe investment. A credit rating should be considered
alongside all other relevant information when making an investment decision.

Genesis Capital Bond Offer 20184
OfferGenesis is offering up to $240,000,000 of Capital Bonds to New Zealand retail and
certain institutional investors, comprising a General Offer of $200,000,000 and a
Reserved Offer of up to $40,000,000.
Neither the General Offer nor the Reserved Offer is underwritten.
General OfferGenesis is offering $200,000,000 of Capital Bonds to New Zealand retail and certain
institutional investors (including GPLFA Bondholders) (“General Offer”).
The General Offer will be conducted on a firm allocation basis as described in more detail
below under the heading “Who May Apply for Capital Bonds” and “How to Apply”. GPLFA
Bondholders who wish to participate in the General Offer are encouraged to contact their
financial adviser, one of the Joint Lead Managers or a Market Participant.
GPLFA Bondholders that participate in the General Offer may elect to have the
redemption proceeds for their GPLFA Bonds applied and set-off against the subscription
moneys payable by them for the Capital Bonds.
Reserved OfferGenesis is also offering up to $40,000,000 of Capital Bonds on a priority basis (“Reserved
Offer”) to GPLFA Bondholders.
GPLFA Bondholders may participate in the Reserved Offer in the manner described in
more detail below under the heading “Who May Apply for Capital Bonds” and “How to
Apply”.
GPLFA Bondholders that participate in the Reserved Offer will have the redemption
proceeds for their GPLFA Bonds (after taking into account any set-off in respect of
Capital Bonds allocated to them under the General Offer) applied and set-off against the
subscription moneys payable by them for the Capital Bonds.
Offer Process for GPLFA
Bondholders
For GPLFA Bondholders wishing to acquire Capital Bonds under the Offer, it is
recommended that such holders:
• In the first instance, apply in the General Offer through their financial adviser for the
total number of Capital Bonds they would like to acquire. Following the bookbuild
process on 26 June 2018, your financial adviser will confirm how many Capital Bonds
you have been allocated in the General Offer.
• If you are not allocated Capital Bonds under the General Offer, or you receive fewer
Capital Bonds than you wish to acquire, you should apply for additional Capital Bonds
through the Reserved Offer.
If more than $40,000,000 of Capital Bonds are applied for under the Reserved Offer then
Genesis will scale applications using a methodology of its choosing. One of the factors
that may be taken into account is the timing of when applications are received, and so
GPLFA Bondholders wishing to apply for Capital Bonds under the Reserved Offer should
do so as soon as possible after they decide to participate in the Reserved Offer.
If the GPLFA Bondholders do not subscribe for the full amount of $40,000,000 under the
Reserved Offer, Genesis may (in its absolute discretion) allocate any applicable shortfall
to participants in the General Offer.
Principal Amount$1.00 per Capital Bond.

Genesis Capital Bond Offer 20185
Opening Date18 June 2018.
Rate Set Date26 June 2018. The interest rate for the Capital Bonds will be set and announced to the
market on this date.
Reserved Offer Closing Date5pm, 4 July 2018.
General Offer Closing Date5pm, 9 July 2018.
Redemption of GPLFA BondsSubject to the bookbuild for the Offer being successful, a redemption notice to redeem
the GPLFA Bonds will be sent to GPLFA Bondholders on 26 June 2018 or shortly
thereafter. Trading in the GPLFA Bonds has been suspended on and from 11 June 2018.
The Redemption Date for the GPLFA Bonds is to be 15 July 2018. As that day is a Sunday,
payment of the redemption proceeds for the GPLFA Bonds will be paid to GPLFA
Bondholders on 16 July 2018.
Redemption proceeds payable in respect of the GPLFA Bonds will be applied and set-off
against the subscription moneys payable for the Capital Bonds under the General Offer
(at the option of the holder) or the Reserved Offer.
To the extent that the redemption proceeds payable to a GPLFA Bondholder exceed
the subscription amounts payable by that holder for Capital Bonds, Genesis will pay the
excess in cash to the applicable GPLFA Bondholder on 16 July 2018. The application and
set-off described above will be done on a one-for-one basis (ie redemption proceeds for
one GPLFA Bond will be applied and set-off against the subscription proceeds for one
Capital Bond).
Issue/Allotment Date16 July 2018.
First Reset Date16 July 2023.
Maturity Date16 July 2048.
Interest Rate from the Issue
Date to the First Reset Date
4.65% per annum, being the sum of the Benchmark Rate plus the Margin.
Benchmark Rate5-year NZD Swap Rate (adjusted to a quarterly basis as necessary), determined on the
Rate Set Date and each subsequent Reset Date.
Margin2.01% per annum.

Genesis Capital Bond Offer 20186
Early Bird InterestNo early bird interest will be paid in connection with the Reserved Offer.
Early bird interest will be paid by Genesis to investors in the General Offer that receive
an allocation of Capital Bonds, other than holders of GPLFA Bonds that elect to have
their redemption proceeds for the GPLFA Bonds applied and set-off against subscription
moneys payable for the Capital Bonds.
Genesis will pay early bird interest on subscription money for applications that have
been accepted at 3.00% per annum for the period from (and including) the date on which
subscription money is banked, to (but excluding) the Issue Date, unless subscription
money is returned for any reason. Early bird interest will be paid within five Business
Days of the Issue Date.
Payment of InterestInterest will be payable on an Interest Payment Date to the Bondholder as at the Record
Date immediately preceding the relevant Interest Payment Date.
Interest Payment DatesInterest shall be paid quarterly in arrear on 16 January, 16 April, 16 July and 16 October of
each year up to and including the redemption date. The “redemption date” is the Maturity
Date or such earlier date on which redemption of a Capital Bond is to occur.
The first interest payment date is 16 October 2018.
Interest may be deferred at the option of Genesis - see “Optional Deferral of Interest”
below.
Record DateIn relation to payments of interest, the date which is 10 calendar days before the due date
for the payment. In relation to an Election Process (as defined below), the date which is
two Business Days prior to the date on which the applicable Election Notice (as defined
below) is given. In either case, if that date is not a Business Day, the Record Date will be
the preceding Business Day.
Reset DatesThe First Reset Date for the Capital Bonds is the date that is five years after the Issue
Date (16 July 2023). Thereafter there is a further Reset Date every five years. As part of a
successful Election Process, a different Reset Date may be adopted.
Interest Rate after each Reset
Date
The Interest Rate applying from each Reset Date up to but excluding the next Reset
Date will be the percentage per annum equal to the then Benchmark Rate on that Reset
Date (adjusted to a quarterly basis as necessary) plus the Step-up Margin. If a successful
Election Process has been completed, the Interest Rate after each Reset Date will be as
set out in the relevant Election Notice (as defined below).
Step-up MarginMargin plus the Step-up Percentage of 0.25%.
Optional Deferral of InterestInterest payments on the Capital Bonds may be deferred if Genesis determines it
appropriate to do so. Genesis will provide notice in writing to the Bondholders if interest
payments on the Capital Bonds are deferred (and where an interest payment has not been
paid on its due date, notice of its deferral shall be deemed to have been given).
If deferred, an interest payment amount will itself accrue interest (compounding every 3
months) at the prevailing Interest Rate on the Capital Bonds (in aggregate, the “Deferred
Interest”).
Deferred Interest is cumulative.
See Deferral of interest payments under the “Risks” section below.

Genesis Capital Bond Offer 20187
Maximum Deferral PeriodAn interest payment may be deferred for a period of up to five years after its scheduled
payment date. If a deferred interest payment (or any amount accrued thereon) has not
been paid by the fifth anniversary of its original deferral, all Deferred Interest that remains
outstanding at that time will become due and payable to Bondholders.
Optional Deferred Interest
Payment
Genesis may opt to pay all or part of any Deferred Interest on an Interest Payment Date.
Distribution StopperWhilst there is any Deferred Interest outstanding Genesis shall not:
(i)
make any distributions or payments on any shares or any other security that is
expressed to be pari passu with or subordinated to the Capital Bonds; and
(ii)

witho
ut the consent of the Supervisor redeem or repay any share or other security
that is expressed to be pari passu with or subordinated to the Capital Bonds (or offer
financial assistance for the acquisition of such shares or securities),
(together, the “Restrictions on Deferral”).
Election ProcessNo earlier than six months and not later than 30 Business Days before any Reset Date,
Genesis may give to each Bondholder a notice (“Election Notice”) specifying new terms
and conditions (“New Conditions”) (including for example a new Margin) proposed
to apply from the next Reset Date. Bondholders can elect to accept or reject the New
Conditions. Bondholders who do not respond will be deemed to have accepted the New
Conditions.
If Genesis declares a Successful Election Process then it is obliged to purchase any
Capital Bonds held by a Bondholder who has rejected the New Conditions. Genesis may
choose to establish a resale facility (“Resale Facility”) to seek buyers for those Capital
Bonds.
If Genesis does not wish to purchase all Capital Bonds from those Bondholders that have
rejected the New Conditions then Genesis must declare that the Election Process has
failed in which case the existing terms and conditions will continue to apply, all Capital
Bonds will remain outstanding and any transfers arranged through the Resale Facility will
be cancelled.
Issuer Redemption RightsGenesis must redeem the Capital Bonds on the Maturity Date or on the occurrence of an
Event of Default. Genesis also has the right to redeem:
(i)

all or par
t of the Capital Bonds on any Reset Date; or
(ii)
all or par
t of the Capital Bonds on any Interest Payment Date after a Reset Date if a
Successful Election Process has not been undertaken in respect of that Reset Date; or
(iii) all (but not some only) of the Capital Bonds if a Change of Control Event (as defined
below) occurs; or
(iv)

all or par
t of the Capital Bonds if a Tax Event or Rating Agency Event (as defined
below) occurs.
The Redemption Price will be:
(i)
the P
rincipal Amount of the Capital Bonds plus Deferred Interest plus accrued
interest; or
(ii)

if the r
edemption occurs pursuant to paragraph (ii) or (iii) immediately above, the
higher of:
a.

the mark
et value of the Capital Bonds; and
b.
the P
rincipal Amount of the Capital Bonds,
plus Deferred Interest plus accrued interest.
If Genesis is redeeming Capital Bonds in part only then it can only do so to the extent that
there will be at least 100,000,000 Capital Bonds outstanding after the partial redemption.
Any partial redemption will be done on a proportionate basis and may include
adjustments to take account of the effect on marketable parcels and other logistical
considerations.

Genesis Capital Bond Offer 20188
Tax EventReceipt by Genesis of an opinion from a reputable legal counsel or tax adviser that as a
result of a change or clarification in legislation, regulation, etc. the interest payments on
the Capital Bonds would no longer be deductible for tax purposes.
Rating Agency EventReceipt by Genesis of notice from the Rating Agency that, as a result of a change of
criteria or Genesis ceasing to hold a credit rating, the Capital Bonds will no longer be
assigned an Intermediate Equity Content classification.
Holder Put EventIf both a Change of Control Event and an associated Rating Downgrade occurs and
Genesis has not exercised its right to redeem the Capital Bonds, then Bondholders will
have the right to elect that Genesis must redeem the Capital Bonds. The Redemption
Price will be equal to the Principal Amount of the Capital Bonds plus Deferred Interest
plus accrued interest.
Change of Control EventA Change of Control Event occurs if the shareholder Ministers collectively own 50% or
less of Genesis’ voting shares.
Rating DowngradeA Rating Downgrade occurs if as a result in whole or part of the Change of Control Event:
(i)
Genesis ceases to hold a credit rating; or
(ii) the credit rating of Genesis is lowered by at least one full rating notch and the
resulting credit rating is lower than ‘BBB+’,
within the Change of Control Period (the period commencing on the day a notice of a
Change of Control Event or pending Change of Control Event is given and ending 90 days
after the date of announcement that the Change of Control has occurred).
Issuer Clean-up RedemptionIf less than 100,000,000 Capital Bonds remain outstanding following the Bondholders
exercising their election following a Holder Put Event, then Genesis has the right to
redeem all remaining Capital Bonds at a Redemption Price equal to the Principal Amount
plus Deferred Interest plus accrued interest.
AIL / NRWTThe Issuer proposes to register the Capital Bonds for approved issuer levy (“AIL”),
which would be payable in lieu of deducting New Zealand non-resident withholding tax
(“NRWT”). If the Capital Bonds qualify for the 0% rate of AIL, the Issuer intends to apply
the 0% rate. Payments of AIL will be deducted from the interest payable to Bondholders,
to whom NRWT would otherwise apply.
Events of DefaultThe following Events of Default will result in the Capital Bonds becoming immediately
redeemable:
(i)

f
ailure to pay any Deferred Interest by the fifth anniversary of its original deferral;
(ii) failure to comply with the Restrictions on Deferral;
(iii) failure to pay amounts required to be paid on the redemption of the Capital Bonds;
(iv) failure by Genesis to give to Bondholders and the Supervisor notice following the
occurrence of a Holder Put Event (where Genesis has not exercised its right to
redeem the Capital Bonds) accompanied by a form under which a Bondholder may
elect that Genesis must redeem the Capital Bonds held by that Bondholder;
(v)
f
ailure to pay amounts required to be paid in connection with an Election Process; or
(vi)

an ins
olvency event of Genesis occurs in the nature of the appointment of a
liquidator, receiver, statutory manager, administrator or any analogous appointment,
or the deregistration of the entity under any relevant jurisdiction.

Genesis Capital Bond Offer 20189
Ranking on LiquidationOn a liquidation of Genesis amounts owing to Bondholders rank equally with all other
unsecured, subordinated obligations of Genesis. The Capital Bonds rank behind Genesis’
bank debt, senior bonds, US private placement notes and any amounts owing to
unsubordinated general and trade creditors, as well as indebtedness preferred by law
and secured indebtedness. The ranking of the Capital Bonds on a liquidation of Genesis is
summarised in the diagram below.
Ranking on the
liquidation of Genesis
ExampleIndicative amount of
existing liabilities and
equity of the Genesis
Group as at 31 December
2017 adjusted for expected
issue proceeds (assuming
$200m of Capital Bonds
are issued).
Higher ranking/earlier priority
Liabilities that rank
in priority to the
Capital Bonds
Secured creditors and
creditors preferred by law
(including employees up to
a cap of $22,160 each and
IRD for certain unpaid taxes),
unsubordinated creditors
(including banks and financial
institutions that have lent
money to Genesis, holders
of Genesis’ senior bonds,
holders of Genesis’ US
private placement notes and
unsubordinated trade and
general creditors)
$1,782.6m
Liabilities that rank
equally with the
Capital Bonds
Subordinated obligations
(including money owed by
Genesis to other holders of
subordinated bonds, such as
the GNE040 Bonds)
$225.8m*
EquityOrdinary shares, reserves and
retained earnings
$1,912.9m
*

Ex
cludes GPLFA Bonds which will be redeemed on the Issue Date for the
Capital Bonds, but includes the GNE040 Bonds. After the Issue Date, and
assuming $200m of Capital Bonds are issued, Genesis will have a principal
amount of $425m capital bonds on issue (being the GNE040 Bonds and the
Capital Bonds).
Lower ranking/later priority
The actual amounts of liabilities and equity of Genesis at the point of its liquidation will be
different to the indicative amount set out in the diagram above.
Minimum Application
Amount and Minimum
Holding
Minimum of $5,000 with multiples of $1,000 thereafter.

Genesis Capital Bond Offer 201810
Transfer RestrictionsAs a Bondholder, you may only transfer Capital Bonds if the transfer is in respect of
Capital Bonds having an aggregate Principal Amount that is an integral multiple of $1,000.
However, Genesis will not register any transfer of Capital Bonds if the transfer would
result in the transferor or the transferee holding or continuing to hold Capital Bonds with
an aggregate Principal Amount of less than $5,000, unless the transferor would then hold
no Capital Bonds.
NZX ApprovalNZX has granted approval under NZX Listing Rule 11.1.5 to enable Genesis to include
transfer restrictions in the Capital Bonds Trust Deed permitting Genesis to refuse a
transfer of the Capital Bonds if the transfer is not in multiples of $1,000 and/or results in
the transferor or the transferee holding an aggregate principal amount of less than the
minimum holding of $5,000, unless the transferor would then hold no Capital Bonds.
NZX Debt Market QuotationIt is a term of the Offer of the Capital Bonds that Genesis take any necessary step to
ensure that the Capital Bonds are quoted immediately following the Issue Date.
Application has been made to NZX for permission to quote the Capital Bonds on the NZX
Debt Market and all the requirements of NZX relating thereto that can be complied with
on or before the distribution of this Terms Sheet have been duly complied with. However,
NZX accepts no responsibility for any statement in this Terms Sheet. NZX is a licensed
market operator, and the NZX Debt Market is a licensed market under the FMCA.
Expected Date of Initial
Quotation and Trading on
NZX Debt Market
17 July 2018.
NZX Debt Market ticker codeGNE050.
ISINNZGNEDG005C2.
Business DaysA day (other than a Saturday or Sunday) on which banks are generally open for business
in Auckland and Wellington.
If an Interest Payment Date, redemption date or the Maturity Date falls on a day that is
not a Business Day, the due date for any payment to be made on that date will be the next
following Business Day.
Voting RightsNone.
Governing LawNew Zealand.
Who May Apply for Capital
Bonds
The Offer is open to New Zealand retail and certain institutional investors.
General Offer
All of the Capital Bonds offered under the General Offer will be reserved for clients of
the Joint Lead Managers, institutional investors and other Market Participants invited to
participate in the bookbuild (“Firm Allocations”). There will be no public pool under the
General Offer.
Reserved Offer
The Reserved Offer is only open to GPLFA Bondholders, although any shortfall under the
Reserved Offer may be allocated to participants in the General Offer.

Genesis Capital Bond Offer 201811
GPLFA Bondholders
For GPLFA Bondholders wishing to acquire Capital Bonds under the Offer, it is
recommended that such holders:
•

In the first instanc
e, apply in the General Offer through their financial adviser for the
total number of Capital Bonds they would like to acquire. Following the bookbuild
process on 26 June 2018, your financial adviser will confirm how many Capital Bonds
you have been allocated in the General Offer.
•

If y
ou are not allocated Capital Bonds under the General Offer, or you receive fewer
Capital Bonds than you wish to acquire, you should apply for additional Capital Bonds
through the Reserved Offer.
How to ApplyGeneral Offer
Applicants accepting a Firm Allocation under the General Offer from a Market Participant
or approved financial intermediary must return a completed General Offer Application
Form to the office of that Market Participant or approved financial intermediary which
has provided the Firm Allocation in time to enable it to be forwarded to the Registrar
before 5.00pm on the Closing Date for the General Offer. General Offer Application
Forms are not to be lodged directly with Genesis.
You can find a Market Participant by visiting
www.nzx.com/services/market-participants/find-a-participant.
Reserved Offer
GPLFA Bondholders that wish to participate in the Reserved Offer must return a
completed Reserved Offer Application Form to the office of a Joint Lead Manager, a
Market Participant or approved financial intermediary, or the Registrar, in time to enable
it to be forwarded to the Registrar before 5.00pm on the Closing Date for the Reserved
Offer. Reserved Offer Application Forms are not to be lodged directly with Genesis.
Alternatively, GPLFA Bondholders may return a completed Reserved Offer Application
Form, so that it is received by the Registrar (on behalf of Genesis) at the address below,
no later than 5.00pm on the Closing Date for the Reserved Offer:
•

S
can and email to: genesis@computershare.co.nz
•
Mail to:
Computershare Investor Services Limited
Private Bag 92119
Auckland 1142
•
Or hand delivered to:
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
A pre-printed Reserved Offer Application Form will be sent to each GPLFA Bondholder on
the Opening Date for the Offer, and that form will include the recipient’s details, including
their holding of GPLFA Bonds.
GPLFA Bondholders should confirm their Firm Allocation of Capital Bonds under the
General Offer (if they have elected to participate in the General Offer) before submitting
their Reserved Offer Application Form.

Genesis Capital Bond Offer 201812
If a GPLFA Bondholder has elected to have the redemption proceeds for their GPLFA
Bonds applied and set-off against the subscription moneys payable for their Capital
Bonds under the General Offer, that GPLFA Bondholder may only apply for Capital
Bonds under the Reserved Offer (and their allocation will be limited) to the extent that
the GPLFA Bonds held by them at the date of the Reserved Offer application is greater
than the Capital Bonds allocated to them under the General Offer. GPLFA redemption
proceeds will be applied and set-off on a one-for-one basis (ie the redemption proceeds
for one GPLFA Bond will be applied and set-off against the subscription proceeds for one
Capital Bond).
RefundsIf Genesis does not accept your application or accepts your application in part, all or
the relevant balance of your application moneys received from you will be paid to you
as soon as practicable and, in any event, within five Business Days after such refusal or
acceptance in part. No interest will be paid on those refunds.
Registrar and Paying AgentComputershare Investor Services Limited.
SupervisorTrustees Executors Limited.
Joint Lead ManagersBank of New Zealand, Deutsche Craigs Limited and Forsyth Barr Limited.
Organising ParticipantCraigs Investment Partners Limited.
FeesApplicants are not required to pay brokerage or any charges to Genesis in relation to
applications under the Offer.
Genesis will pay brokerage of 0.50% of the gross proceeds raised under the Offer and
firm fees of 0.50% of the aggregate amount of valid applications received pursuant
to Firm Allocations as appropriate to Market Participants and approved financial
intermediaries.
Selling RestrictionsThe selling restrictions set out in Schedule 1 to this Terms Sheet apply to the Capital
Bonds. The Capital Bonds must not be offered or sold other than in strict compliance with
those selling restrictions.
By subscribing for Capital Bonds, you indemnify Genesis, the Joint Lead Managers, the
Organising Participant and the Supervisor in respect of any loss incurred as a result of you
breaching the selling restrictions in Schedule 1.
Non-RelianceThis Terms Sheet does not constitute a recommendation by the Joint Lead Managers,
the Organising Participant, the Supervisor, or any of their respective directors, officers,
employees, agents or advisers to subscribe for, or purchase, any of the Capital Bonds.
None of these parties or any of their respective directors, officers, employees, agents or
advisers accepts any liability whatsoever for any loss arising from this Terms Sheet or its
contents or otherwise arising in connection with the Offer.
The Joint Lead Managers, the Organising Participant and the Supervisor have not
independently verified the information contained in this Terms Sheet. In accepting
delivery of this Terms Sheet, you acknowledge that none of the Joint Lead Managers, the
Organising Participant, the Supervisor nor their respective directors, officers, employees,
agents or advisers gives any warranty or representation of accuracy or reliability and they
take no responsibility for it. They have no liability for any errors or omissions (including
for negligence) in this Terms Sheet, and you waive all claims in that regard.

Genesis Capital Bond Offer 201813
An investment in the Capital Bonds is
subject to the risks that:
(i)
Genesis becomes insolvent and
is unable to meet its obligations
under the Capital Bonds; and
(ii)
if the inv
estor wishes to sell the
Capital Bonds before maturity, the
risk that the investor is unable to
find a buyer or that the amount
received is less than the principal
amount paid for the Capital Bonds.
Investors should carefully consider the
features of the Capital Bonds which
differ from the features of a standard
senior bond. Those features include
the ability of Genesis to defer interest,
optional redemption rights for Genesis,
a margin step-up, an election process
and the subordinated nature of the
Capital Bonds. The risks concerning
those features are set out in more detail
below.
This summary does not cover all of
the risks of investing in the Capital
Bonds. For example, whilst certain
risks in relation to the Capital Bonds
are set out in more detail below, those
risks relating to Genesis, rather than
the Capital Bonds themselves, are
not set out below on the basis that
information relating to Genesis and its
operations is disclosed to the market
already pursuant to Genesis’ continuous
disclosure obligations under the NZX
listing rules. Also, the summary below
sets out the risks in relation to the
Capital Bonds that differ from risks
in relation to standard senior bonds.
It does not cover the risks that are
common to both the Capital Bonds and
standard senior bonds (such as risks
around liquidity and your ability to sell
the Capital Bonds at a given price, or
at all).
Investors should carefully consider
these risk factors (together with the
other information in this Terms Sheet)
before deciding to invest in the Capital
Bonds.

The statement of risks in this Terms
Sheet also does not take account of
the personal circumstances, financial
position or investment requirements of
any particular investor. It is important,
therefore, that before making any
investment decision, investors give
consideration to the suitability of an
investment in the Capital Bonds in light
of his or her individual risk profile for
investments, investment objectives
and personal circumstances (including
financial and taxation issues).
The interest rate for the Capital Bonds
should also reflect the degree of credit
risk. In general, higher returns are
demanded by investors from businesses
with higher risk of defaulting on their
commitments. You need to decide
whether the Offer of Capital Bonds is
fair.
You should speak to your financial
adviser about the risks involved with an
investment in the Capital Bonds.
Risks

Genesis Capital Bond Offer 201814
Deferral of interest payments
There is a risk that interest payments on
the Capital Bonds will be deferred by
Genesis for a period of up to five years,
as described in the paragraph headed
“Optional Deferral of Interest” in the
table above.
Genesis has a broad discretion to defer
the payment of interest on the Capital
Bonds, and holders will not have an
immediate redemption right in those
circumstances.
Redemption prior to the Maturity Date
Although the Capital Bonds have a term
of 30 years, Genesis may choose to,
or be required to, redeem the Capital
Bonds early in certain circumstances.
Genesis may elect to redeem the
Capital Bonds in the circumstances
outlined in the paragraph headed
“Issuer Redemption Rights” in the
table above. While some of those
issuer redemption triggers may
appear to be unlikely to occur, recent
history suggests that such events can
occur. For example, in 2013 a “Rating
Agency Event” occurred in respect
of the GPLFA Bonds, following an
announcement by Standard
& Poor’s that those bonds would no
longer qualify for a “high” equity
content classification. As a result of that
event, Genesis had the right to redeem
the GPLFA Bonds. Also, as noted above,
if the bookbuild process for the Offer
is successful, Genesis will redeem the
GPLFA Bonds on 15 July 2018.
If Genesis is entitled to or is required
to redeem any of the Capital Bonds,
the method and date by which Genesis
elects or is required to do so may
not accord with the preference of
individual Bondholders. This may be
disadvantageous in light of market
conditions or a Bondholder’s individual
circumstances.
Ranking
The Capital Bonds rank behind all of
Genesis’ unsubordinated obligations. In
a liquidation of Genesis, the holders of
the Capital Bonds would be paid only
after all amounts owing by Genesis to
its bankers, holders of senior bonds,
holders of US private placement notes,
and general and trade unsubordinated
creditors, have been paid. After
payment of those amounts, there may
be insufficient funds available to the
liquidator to repay all or any of the
amounts owing on the Capital Bonds.
Supervisor’s enforcement rights
Investors should be aware that even
if the right to seek repayment of the
Capital Bonds is exercised following the
Risks in relation to the Capital Bonds
occurrence of an Event of Default or a
Holder Put Event, the Supervisor has
very limited powers to enforce these
rights given the subordinated nature
of the Capital Bonds. For example, the
Supervisor has no ability to appoint
a receiver with a view to recovering
amounts due to Bondholders and is
only entitled to file a conditional claim
in the event of the liquidation of the
Issuer requiring repayment of the
Capital Bonds after all prior ranking
indebtedness has been repaid in full.
The Supervisor has no rights under
the Capital Bonds Trust Deed if the
Guaranteeing Subsidiary becomes
insolvent.
Limited rights of Bondholders to enforce
directly
Bondholders are not able to enforce
their rights under the Capital Bonds
Trust Deed (including the Guarantee)
directly against Genesis or the
Guaranteeing Subsidiary unless the
Supervisor fails to do so having become
bound to enforce those rights in
accordance with the Capital Bonds
Trust Deed.

Genesis Capital Bond Offer 201815
The dates set out in this Terms Sheet
are indicative only and Genesis,
in conjunction with the Joint Lead
Managers, may change the dates set
out in this Terms Sheet. Genesis has
the right in its absolute discretion and
without notice to close the Offer early,
to extend the General Offer Closing
Date or the Reserved Offer Closing
Date (or both of them), or to choose not
to proceed with the Offer. If a Closing
Date is changed, other dates (such as
the Issue Date, the Maturity Date and
the Interest Payment Dates) may be
changed accordingly.
Other Information

Any internet site addresses provided
in this Terms Sheet are for reference
only and, except as expressly stated
otherwise, the content of any such
internet site is not incorporated by
reference into, and does not form part
of, this Terms Sheet.
Copies of the Capital Bonds Trust Deed
will be made available by Genesis
for inspection during usual business
hours by any Bondholder at Genesis’
registered office listed below (or
such office as Genesis may notify the
Bondholders from time to time).
Investors should seek qualified,
independent financial and taxation
advice before deciding to invest.
For further information regarding
Genesis, visit www.nzx.com/
companies/GNE.
Dates
Address
Details
Issuer
Genesis Energy Limited
660 Great South Road
Auckland 2025
PO Box 17188
Auckland 1546
Telephone: (09) 580 2094
Email: TreasuryMgmt@genesisenergy.co.nz
Supervisor
Trustees Executors Limited
Level 7, 51 Shortland Street
PO Box 4197
Auckland 1140
Telephone: 0800 878 783
Email: enquiries@trustees.co.nz
Joint Lead Managers
Bank of New Zealand
Level 6, Deloitte Centre
80 Queen Street
Auckland 1010
0800 284 017
Deutsche Craigs Limited
Level 36, Vero Centre
48 Shortland Street
Auckland 1010
0800 226 263
Forsyth Barr Limited
Level 23, The Lumley Centre
80 Shortland Street
Auckland 1140
0800 367 227
Registrar
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
Telephone: (09) 488 8777
Email: enquiry@computershare.co.nz

Genesis Capital Bond Offer 201816
United States of America
The Capital Bonds have not been
and will not be registered under the
Securities Act of 1933, as amended
(“Securities Act”) and may not be
offered or sold within the United
States or to, or for the account or
benefit of, U.S. persons (as defined in
Regulation S under the Securities Act
(“Regulation S”)) except in accordance
with Regulation S or pursuant to an
exemption from, or in a transaction
not subject to, the registration
requirements of the Securities Act.
None of Genesis, the Joint Lead
Managers, nor any person acting on
its or their behalf has engaged or will
engage in any directed selling efforts
(as defined in Regulation S) in relation
to the Capital Bonds, and each of
Genesis and the Joint Lead Managers
have complied and will comply with the
offering restrictions in Regulation S.
The Capital Bonds will not be offered
or sold within the United States or to,
or for the account or benefit of, U.S.
persons (i) as part of their distribution at
any time, or (ii) otherwise until 40 days
after the completion of the distribution
of all Capital Bonds of the Tranche of
which such Capital Bonds are part, as
determined and certified by the Joint
Lead Managers except in accordance
with Rule 903 of Regulation S. Any
Capital Bonds sold to any distributor,
dealer or person receiving a selling
concession, fee or other remuneration
during the distribution compliance
period require a confirmation or notice
to the purchaser at or prior to the
confirmation of the sale to substantially
the following effect:
“The Capital Bonds covered hereby
have not been registered under the
United States Securities Act of 1933,
as amended (the “Securities Act”) or
with any securities regulatory authority
of any state or other jurisdiction of the
United States and may not be offered
or sold within the United States, or to
or for the account or benefit of, U.S.
persons (i) as part of their distribution at
any time or (ii) otherwise until 40 days
after the later of the commencement
of the offering of the Capital Bonds
and the closing date except in either
case pursuant to a valid exemption
from registration in accordance with
Regulation S under the Securities Act.
Terms used above have the meaning
given to them by Regulation S.”
Until 40 days after the completion of
the distribution of all Capital Bonds
or the Tranche of which those Capital
Bonds are a part, an offer or sale of the
Capital Bonds within the United States
by any Joint Lead Manager or any
dealer or other distributor (whether or
not participating in the offering) may
violate the registration requirements of
the Securities Act if such offer or sale
is made otherwise than in accordance
with Regulation S.
Schedule 1 – Selling Restrictions
The Capital Bonds may only be offered
in New Zealand in conformity with all
applicable laws and regulations in New
Zealand. In respect of the initial offer
of Capital Bonds by Genesis under
this Terms Sheet (“Initial Offer”), no
Capital Bonds may be offered in any
other country or jurisdiction except
in conformity with all applicable laws
and regulations of that country or
jurisdiction and the selling restrictions
set out below in this Part A. This
Part A
Initial Selling
Restrictions
Terms Sheet may not be published,
delivered or distributed in or from any
country or jurisdiction except under
circumstances which will result in
compliance with all applicable laws
and regulations in that country or
jurisdiction and the selling restrictions
set out below in this Part A.
For the avoidance of doubt, the selling
restrictions set out below in this Part
A apply only in respect of the Initial
Offer.

Genesis Capital Bond Offer 201817
Relevant Member States of the European Economic Area
PROHIBITION OF SALES TO EEA
RETAIL INVESTORS - The Capital
Bonds are not intended to be offered,
sold or otherwise made available to and
should not be offered, sold or otherwise
made available to any retail investor in
the European Economic Area (“EEA”).
For these purposes, a retail investor
means a person who is one (or more)
of: (i) a retail client as defined in point
(11) of Article 4(1) of Directive 2014/65/
EU (“MiFID II”); (ii) a customer within
the meaning of Directive 2002/92/EC
(“IMD”), where that customer would
not qualify as a professional client as
defined in point (10) of Article 4(1) of
MiFID II; or (iii) not a qualified investor
as defined in Directive 2003/71/EC (as
amended, the “Prospectus Directive”).
Consequently no key information
document required by Regulation (EU)
No 1286/2014 (the “PRIIPs Regulation”)
for offering or selling the Capital Bonds
or otherwise making them available
to retail investors in the EEA has been
prepared and therefore offering or
selling the Capital Bonds or otherwise
making them available to any retail
investor in the EEA may be unlawful
under the PRIIPS Regulation.
United Kingdom
No communication, invitation or
inducement to engage in investment
activity (within the meaning of section
21 of the Financial Services and Markets
Act 2000 (“FSMA”)) has been or may
be made or caused to be made or
will be made in connection with the
issue or sale of the Capital Bonds in
circumstances in which section 21(1) of
the FSMA applies to Genesis.
All applicable provisions of the FSMA
with respect to anything done in
relation to the Capital Bonds in, from or
otherwise involving the United Kingdom
must be complied with.
Japan
The Capital Bonds have not been and
will not be registered in Japan pursuant
to Article 4, Paragraph 1 of the Financial
Instruments and Exchange Act of Japan
(Act No. 25 of 1948, as amended, the
“FIEA”) in reliance upon the exemption
from the registration requirements
since the offering constitutes the small
number private placement as provided
for in “ha” of Article 2, Paragraph 3,
Item 2 of the FIEA. A Japanese Person
who transfers the Capital Bonds shall
not transfer or resell the Capital Bonds
except where the transferor transfers or
resells all the Capital Bonds en bloc
to one transferee. For the purposes of
this paragraph, Japanese Person shall
mean any person resident in Japan,
including any corporation or other
entity organised under the laws of
Japan.

Genesis Capital Bond Offer 201818
Singapore
This Terms Sheet has not been
registered as a prospectus with the
Monetary Authority of Singapore.
Accordingly, this Terms Sheet and
any other document or material in
connection with the offer or sale, or
invitation for subscription or purchase,
of the Capital Bonds may not be
circulated or distributed, nor may the
Capital Bonds be offered or sold, or
be made the subject of an invitation
for subscription or purchase, whether
directly or indirectly, to any person
in Singapore other than (a) to an
institutional investor (as defined in
Section 4A of the Securities and Futures
Act (Chapter 289 of Singapore) (“SFA”))
pursuant to Section 274 of the SFA,
(b) to a relevant person (as defined in
Section 275(2) of the SFA) pursuant to
Section 275(1) of the SFA, or any person
pursuant to Section 275(1A) of the SFA,
and in accordance with the conditions
specified in Section 275 of the SFA
or (c) otherwise pursuant to, and in
accordance with the conditions of, any
other applicable provision of the SFA.
Where the Capital Bonds are
subscribed or purchased under Section
275 of the SFA by a relevant person
which is:
(a)
a corporation (which is not an
accredited investor (as defined
in Section 4A of the SFA)) the
sole business of which is to hold
investments and the entire share
capital of which is owned by one or
more individuals, each of whom is
an accredited investor; or
(b)
a trust (where the trustee is not an
accredited investor) whose sole
purpose is to hold investments and
each beneficiary of the trust is an
individual who is an accredited
investor,
securities (as defined in Section 239(1)
of the SFA) of that corporation or
the beneficiaries’ rights and interest
(howsoever described) in that trust shall
not be transferred within six months
after that corporation or that trust has
acquired the Capital Bonds pursuant to
an offer made under Section 275 of the
SFA except:
(1)
to an institutional investor or
to a relevant person defined in
Section 275(2) of the SFA, or to
any person arising from an offer
referred to in Section 275(1A) or
Section 276(4)(i)(B) of the SFA;
(2)

wher
e no consideration is or will
be given for the transfer;
(3) where the transfer is by operation
of law;
(4) as specified in Section 276(7) of
the SFA; or
(5)
as specified in Regulation 32 of
the Securities and Futures (Offers
of Investments) (Shares and
Debentures) Regulations 2005 of
Singapore.
Hong Kong
No Capital Bonds have been offered
or sold or will be or may be offered or
sold in Hong Kong, by means of any
document other than (a) to professional
investors as defined in the Securities
and Futures Ordinance (Cap. 571) of
Hong Kong (the “SFO”) and any rules
made under the SFO; or (b) in other
circumstances which do not result in
the document being a prospectus as
defined in the Companies (Winding
Up and Miscellaneous Provisions)
Ordinance (Cap. 32) of Hong Kong
(the “C(WUMP)O”) or which do not
constitute an offer to the public within
the meaning of the C(WUMP)O.
No advertisement, invitation or
document relating to the Capital Bonds
may be issued or in the possession of
any person or will be issued or be in
the possession of any person in each
case for the purpose of issue, whether
in Hong Kong or elsewhere, which is
directed at, or the contents of which
are likely to be accessed or read by,
the public of Hong Kong (except if
permitted to do so under the securities
laws of Hong Kong) other than with
respect to the Capital Bonds which are
or are intended to be disposed of only
to persons outside Hong Kong or only
to professional investors as defined in
the SFO and any rules made under the
SFO.

Genesis Capital Bond Offer 201819
Australia
No prospectus or other disclosure
document (as defined in the
Corporations Act 2001 of Australia
(“Corporations Act”)) in relation to
the Capital Bonds has been, or will
be, lodged with, or registered by, the
Australian Securities and Investments
Commission (“ASIC”) or any other
regulatory authority in Australia.
No person may:
(a)
make or invite (directly or indirectly)
an offer of the Capital Bonds for
issue, sale or purchase in, to or
from Australia (including an offer
or invitation which is received by a
person in Australia); and
(b)
distribute or publish, any Terms
Sheet, information memorandum,
prospectus or any other offering
material or advertisement relating to
the Capital Bonds in Australia,
unless:
(i)
the aggregate consideration
payable by each offeree or
invitee is at least A$500,000 (or
its equivalent in an alternative
currency and, in either case,
disregarding moneys lent by
the offeror or its associates) or
the offer or invitation otherwise
does not require disclosure to
investors in accordance with
Part 6D.2 or Part 7.9 of the
Corporations Act;
(ii)
the offer or invitation is not
made to a person who is a “retail
client” within the meaning of
section 761G of the Corporations
Act;
(iii)
such action complies with all
applicable laws, regulations and
directives; and
(iv) such action does not require
any document to be lodged with
ASIC or any other regulatory
authority in Australia.
By applying for the Capital Bonds
under this Terms Sheet, each person to
whom the Capital Bonds are issued (an
“Investor”):
(a)
will be deemed by Genesis and
any Joint Lead Manager to have
acknowledged that if any Investor
on-sells the Capital Bonds within
12 months from their issue, the
Investor will be required to lodge
a prospectus or other disclosure
document (as defined in the
Corporations Act) with ASIC unless
either:
(i)
that sale is to an investor
within one of the categories
set out in sections 708(8) or
708(11) of the Corporations Act
to whom it is lawful to offer
the Capital Bonds in Australia
without a prospectus or other
disclosure document lodged
with ASIC; or
(ii)

the s
ale offer is received
outside Australia; and
(b)
will be deemed by Genesis and
any Joint Lead Manager to have
undertaken not to sell those Capital
Bonds in any circumstances other
than those described in paragraphs
(a)(i) and (a)(ii) above for 12 months
after the date of issue of such Capital
Bonds.
This Terms Sheet is not, and under no
circumstances is to be construed as, an
advertisement or public offering of any
Capital Bonds in Australia.
The Capital Bonds may only be offered
for sale or sold in New Zealand. Genesis
has not and will not take any action
which would permit a public offering
of the Capital Bonds, or possession or
distribution of any offering material, in
any country or jurisdiction where action
for that purpose is required (other
than New Zealand). Capital Bonds
may only be offered for sale or sold in
compliance with all applicable laws and
regulations in any jurisdiction in which
they are offered, sold or delivered. Any
information memorandum, terms sheet,
circular, advertisement or other offering
Part B
General
Selling
Restrictions
material in respect of the Capital Bonds
may only be published, delivered or
distributed in or from any country
or jurisdiction under circumstances
which will result in compliance with all
applicable laws and regulations.
By subscribing for Capital Bonds, you
indemnify Genesis, the Joint Lead
Managers, the Organising Participant,
the Registrar and the Supervisor in
respect of any loss incurred as a result
of you breaching the above selling
restrictions.

Genesis Capital Bond Offer 201820
Schedule 2 – General Offer Application
Instructions and Application Form
An application to subscribe for Capital
Bonds under the General Offer must be
made on the application form following
these application instructions (“General
Offer Application Form”).
A General Offer Application Form will
constitute an irrevocable offer by the
applicant to subscribe for and acquire
the number of Capital Bonds specified
on the General Offer Application Form
(or such lesser number which the Issuer
may determine) on the terms and
conditions set out in this Terms Sheet,
the Capital Bonds Trust Deed and
the General Offer Application Form.
Applications must be for a minimum
of 5,000 Capital Bonds ($5,000) and
thereafter in multiples of 1,000 ($1,000).
Applications for Capital Bonds may
1. Application details and information
Type of Investor Correct way to write name Incorrect way to write name
Individual person
More than one person
Company
Trusts
Partnerships
Clubs and unincorporated
associations
Superannuation funds
JOHN SMITH
JOHN SMITH, MICHELLE SMITH
ABC LIMITED
JOHN SMITH, PETER SMITH
(JOHN SMITH FAMILY A/C)
JOHN SMITH, MICHAEL SMITH,
(JOHN SMITH AND SONS A/C)
JOHN SMITH,
(SMITH INVESTMENT CLUB A/C)
JOHN SMITH LIMITED
(SUPERANNUATION FUND A/C)
J SMITH
J & M SMITH
ABC
SMITH FAMILY TRUST
JOHN SMITH & SONS SMITH
INVESTMENT CLUB
JOHN SMITH,
SUPERANNUATION FUND
Insert your full name(s), address and
telephone numbers. Please ensure
you supply a mobile or daytime phone
number to enable Computershare
Investor Services Limited to get hold
of you regarding your application if
necessary. Applications must be in the
name(s) of natural persons, companies
or other legal entities, up to a maximum
of three names per Application.
Note that ONLY LEGAL ENTITIES
are allowed to hold Capital Bonds.
Applications must be in the name(s) of
natural persons, companies or other
legal entities acceptable to Genesis. At
least one full given name and surname
is required for each natural person. The
name of the beneficiary or any other
non-registrable name may be included
by way of an account designation if
completed exactly as described in the
examples of correct forms of registrable
names below.
Type of investor
Individual - use given name in full, not
initials.
Company - use company title, not
abbreviations.
Trusts - do not use the name of the
trust, use the personal name(s) of the
trustee(s). All trustees must apply as
joint applicants.
Deceased estates - do not use the
name(s) of deceased, use the personal
name(s) of the executor(s).
Clubs / Unincorporated bodies - do not
use the name(s) of clubs etc., use the
personal name(s) of the office bearer(s).
Superannuation Funds - do not use the
name of the fund, use the personal
name(s) of the trustee(s).
Use the table below to see how to write your name correctly.
only be lodged from when the offer is
expected to open on Monday 18 June
2018 and close at 5.00pm on Monday 9
July 2018.
Please complete all the relevant
sections of the General Offer
Application Form using CAPITAL
BLOCK LETTERS.

Genesis Capital Bond Offer 201821
2. Application amount and payment
Complete the amount of Capital Bonds
applied for. Note the minimum amount
of Capital Bonds and minimum integral
multiples for Capital Bonds that are
stated in the General Offer Application
Form.
The Capital Bonds are issued at par
value so the purchase price is an
amount equal to the aggregate amount
of the Capital Bonds for which you
apply. Payment must be made in New
Zealand dollars.
Applicants must pay for the Capital
Bonds applied for by a personal cheque,
by direct debit or, if the application
is for Capital Bonds of an aggregate
amount of $500,000 or more, by bank
cheque or any other method approved
by the Joint Lead Managers.
GPLFA Bondholders that participate in
the General Offer may elect to have the
redemption proceeds for their GPLFA
Bonds applied and set-off against the
subscription moneys payable by them
for the Capital Bonds for which they
apply. That election may be made
by ticking the appropriate box in the
General Offer Application Form.

If you choose the direct debit option
you must tick the box authorising
the Registrar to direct debit the bank
account nominated on the General
Offer Application Form on the day the
Application Form is received by the
Registrar for the amount applied for on
the General Offer Application Form.
You cannot specify a direct debit date
and you must ensure that:
•
the bank account details supplied
are correct;
•
the applic
ation funds in the bank ac-
count for direct debit are available
on the day the Registrar receives the
General Offer Application Form;
•

the pers
on(s) giving the direct debit
instruction has/have the authority to
operate the account solely/jointly;
and
•

the bank ac
count you nominated is
a transactional account eligible for
direct debit transactions. If you are
uncertain you should contact your
bank.

Should your direct debit fail, your
application will be rejected. If
requested a direct debit authority form
will be provided to you by the Registrar.
Personal cheques must be in New
Zealand dollars and drawn on a New
Zealand branch of a financial institution
and submitted with the completed
General Offer Application Form.
Cheques must be made payable to
“Genesis Capital Bond Offer”, crossed
“Not Transferable” and must not be
post-dated. If an applicant’s cheque is
dishonoured, the Issuer will cancel that
applicant’s allotment of Capital Bonds
and may pursue any other remedies
available to it at law.
Applicants who are members of the
NZClear System, or who are able to
have payments made on their behalf
through the NZClear System, may settle
their applications for Capital Bonds
through the NZClear System by prior
arrangement with the Registrar up to
and including the Issue Date.
3. Common Shareholder Number (“CSN”)
If you have other investments registered
under a Common Shareholder Number
(CSN) you must supply your CSN in the
space provided. The name and address
details on your General Offer Application
Form must correspond with the
registration details under that CSN.
4. Interest and redemption payments
If you currently receive interest or
dividend payments from the Registrar
by direct credit, and wish your
payments in respect of the Capital
Bonds to be direct credited to the
same account, then you do not need to
complete section 4 of the General Offer
Application Form.
If you wish to be paid by direct credit
and the Registrar does not already hold
your bank account details or you wish
to have payments credited to another
bank account, please tick the box for
option 1 and enter the details of the
bank account.

If payment to your cash management
account with a Market Participant is
selected, complete option 2, insert the
name of the Market Participant where
your cash management account is held
and provide your cash management
client account number.
5. IRD number and resident withholding tax
Provide your IRD number. Only one IRD
number is required in the case of a joint
holding.
Where applicable elect the rate at
which you wish resident withholding tax
to be deducted by ticking the relevant
box.
Tick the relevant box if you hold
a resident withholding tax (RWT)
exemption certificate. If you hold a valid
exemption certificate, please attach a
photocopy of the exemption certificate
and supply the expiry date. Please do
not attach an original document.
Complete country of tax residence and,
if that is not New Zealand, tick the box
if you carry on business in New Zealand
through a fixed establishment (branch)
in New Zealand.

Genesis Capital Bond Offer 201822
6. Electronic correspondence and reporting
By supplying your email address
Genesis will be able to deliver your
investor correspondence to you
electronically where possible. This is a
much more environmentally friendly,
cost effective and timely option than
paper based investor mail outs. If you
do not provide your email address you
will receive communications by mail.
7. Agreement of terms
Read the General Offer Application
Form carefully and sign and date the
form.
The General Offer Application Form
must be signed by the applicant(s)
personally, or by two directors of a
company (or one director if there is
only one director, whose signature must
be witnessed), or in either case by an
attorney or duly authorised agent. If
the General Offer Application Form
is signed by an attorney, the power of
attorney document is not required to be
lodged, but the attorney must complete
the certificate of non-revocation of
power of attorney on the reverse of the
General Offer Application Form.

If the General Offer Application Form
is signed by an agent, the agent must
complete the certificate of agent on the
reverse of the General Offer Application
Form. Joint applicants must each sign
the General Offer Application Form.
8. The General Offer Application Form must be received by the Registrar no later than 5.00pm on Monday 9 July 2018
The General Offer is expected to close
at 5.00pm on Monday 9 July 2018.
Applicants should remember that the
Closing Date may be changed at the
sole discretion of the Issuer. Changes
will be advised by announcement.
The Issuer reserves the right to refuse
to accept applications received by the
Registrar after 5.00pm on the Closing
Date.
Applications received cannot be
revoked or withdrawn.
Your General Offer Application Form
should be returned to, or lodged with,
an appropriate person as specified
under the heading “How to Apply” on
page 11 of the Terms Sheet.
Personal information rights
Personal information provided by
you will be held by the Issuer and the
Registrar at their respective addresses
shown on page 15 of the Terms Sheet or
at such other place as is notified upon
request. This information will be used
for the purpose of managing your
investment. You have a right to access
and correct any personal information
about you under the Privacy Act 1993.
You can also access your information at
www.computershare.com/nz. You will
be required to enter your CSN and FIN.

Genesis Capital Bond Offer 201823
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Genesis Capital Bond Offer 201824
Applications must be made in the name(s) of natural persons, companies or other legal entities, up to a maximum of three
names per application. First name(s) Last name
First name(s) Last name
First name(s) Last name
Company or Designated Account name
Postal address & postal code
Phone number Mobile Business hours
This application form (“General Offer Application Form”) is for an offer of capital bonds (“Capital Bonds”) by Genesis Energy
Limited (“Genesis”) to New Zealand retail and certain institutional investors and is issued with the terms sheet dated 18 June
2018 (“Terms Sheet”), issued by Genesis. Please complete this General Offer Application Form and return it to, or lodge it
with, an appropriate person as specified under the heading “How to Apply” on page 11 of the Terms Sheet.
Capitalised words used but not defined in this General Offer Application Form have the same meaning given to them in the
Terms Sheet.
For applications made through a broker firm (“Broker Firm”), your General Offer Application Form must be lodged with the
relevant Broker Firm in sufficient time to enable your General Offer Application Form to be forwarded to and received by the
Registrar no later than 5.00pm on Monday 9 July 2018.
PLEASE COMPLETE THIS GENERAL OFFER APPLICATION FORM USING BLOCK LETTERS
GENERAL OFFER
APPLICATION FORM
Genesis Energy Limited Capital Bond Offer
Application details and information (please print in block letters)
1
Application amount and payment
2
Applications must be accompanied by payment in full, in New Zealand currency based on NZ$1.00 per Capital Bond.
Applications must be for a minimum of NZ$5,000 and, thereafter, in multiples of NZ$1,000.
Number of Capital Bonds applied for
If you are a holder of GPLFA Bonds and wish to apply and set-off the redemption proceeds from your GPLFA Bonds against
the subscription moneys payable by you for Capital Bonds, then enter the number of GPLFA Bonds which you hold and wish
to be subject to that application and set-off. That application and set-off will be done on a one-for-one basis (ie redemption
proceeds for one GPLFA Bond will be applied and set-off against the subscription proceeds for one Capital Bond). To the
extent that those redemption proceeds exceed the subscription moneys payable by you, Genesis will pay the excess in cash to
you on 16 July 2018.
Number of existing GPLFA Bonds I wish to be used for my application
Brokers Stamp
Brokers code
Adviser code
I hereby irrevocably and unconditionally instruct Genesis to apply and set-off the redemption proceeds payable to
me in respect of the GPLFA Bonds which I wish to be used (as indicated above) against the subscription moneys
payable by me to Genesis for the Capital Bonds applied for above.
If you are not a GPLFA Holder or are subscribing for more Capital Bonds than you hold of GPLFA Bonds you must choose
only ONE of the options below for payment of your application moneys. Please tick the box next to your selected option
( ).
OPTION 1 – Direct debit Please direct debit my bank account stated below for the amount of Capital Bonds applied for
above (or any lesser amount as determined by Genesis). By ticking this box and signing this General Offer Application
Form, I agree that the Registrar is authorised to direct debit my account for the full amount of Capital Bonds applied for
(or any lesser amount as determined by Genesis). Future interest payments will be direct credited to this account unless a
different account is specified under 4 below.

Genesis Capital Bond Offer 201825
Common Shareholder Number (CSN)
Please note that the application must be in the same name as the CSN below otherwise the application will be deemed to be
made without a CSN and a new CSN will be allocated.
If you hold any other securities under a CSN, please enter your CSN here
3
Interest and redemption payments
OPTION 1 - NEW ZEALAND DOLLAR BANK ACCOUNT DETAILS FOR FUTURE PAYMENTS
Name of bank Account name
Bank Branch Account number Suffix
OPTION 2 - FOR THE PURPOSE OF INTEREST PAYMENTS ONLY, DIRECT CREDIT TO MY CASH MANAGEMENT ACCOUNT

Name of Market Participant where Cash Management Account held
Cash Management Account Client Account Number
If you wish to have your future interest payments direct credited to a different bank account you need to advise the Registrar
in writing.
4
IRD number and resident withholding tax rate
IRD number (only one IRD number is required in respect of a joint application)
Deduct resident withholding tax (RWT) from my interest earned at the following rate (please tick one). Please note that
companies (other than a company which is acting as a trustee or a company which is a Maori authority) do not need to tick
any box unless they hold an RWT exemption certificate. Tax will automatically be deducted at 28%.
10.5% 17.5% 30% 33%
Exempt – please tick this box if you hold an RWT exemption certificate from the IRD and attach a copy of your RWT

e
xemption certificate. The RWT exemption certificate must relate to the IRD number provided.
Country of residence for tax purposes If not a New Zealand tax resident, are you
engaged in business in New Zealand through a fixed establishment in New Zealand? Yes / No (delete one)
5
Electronic correspondence and reporting
To enable Genesis to provide you electronically with correspondence in relation to your holding in this security, please
complete your email address below. If you do not provide an email address, investor correspondence will be mailed to you at
the address provided on this General Offer Application Form.
Email
6
NEW ZEALAND DOLLAR BANK ACCOUNT DETAILS FOR DIRECT DEBIT
Name of bank Account name
Bank Branch Account number Suffix
OPTION 2 – Cheque Please find attached my cheque payable to ‘Genesis Capital Bond Offer’ and crossed ‘Not
Transferable’. I have supplied my bank account details under 4 below for the purpose of direct crediting any future
interest paid by Genesis.
OPTION 3 – NZClear System Payment will be made by NZClear as arranged with the Registrar (authorised institutional
investors only). I have supplied my bank account details under 4 below for the purpose of direct crediting any future
interest paid by Genesis.

NZClear mnemonic

Genesis Capital Bond Offer 201826
This General Offer Application Form must be received by the Registrar no later than 5.00pm on Monday 9 July 2018
8
Terms and conditions of application
1. By signing (or authorising an attorney or agent to sign) this General Offer Application Form:
(c)
the applic
ant acknowledges that this form was distributed with the Terms Sheet; and
(d)
the applic
ant acknowledges that he/she/it has read and understood the Terms Sheet.
2.
An application received by the Registrar cannot be withdrawn or revoked by the applicant.
3.
Genesis r
eserves the right to decline any application, in whole or in part, without giving any reason. Genesis may decide
not to accept any applications whatsoever.
4.

A joint applic
ation must be signed by all applicants. Only the address of the first named of the joint applicants will be
recorded on the Register and all interest payments, notices and other correspondence will be sent to that address.
5.

A
pplications lodged by individuals must be signed personally or by their attorney or agent. If this General Offer
Application Form is signed by an attorney, the attorney must complete the certificate of non-revocation of power of
attorney set out below. If this General Offer Application Form is signed by an agent, the agent must complete the
certificate of non-revocation of agency set out below.
The information in this General Offer Application Form is provided to enable Genesis and the Registrar to process your
application, and to administer your investment. By signing this General Offer Application Form, you authorise Genesis and
the Registrar to disclose information in situations where Genesis or the Registrar are required or permitted to do so by any
applicable law or by a governmental, judicial or regulatory entity or authority in any jurisdiction. If you are an individual
under the Privacy Act 1993, you have the right to access and correct any of your personal information.
9
Certificate of non-revocation of agency
10
You must deliver your General Offer Application Form to the relevant Broker Firm in sufficient time to enable your General
Offer Application Form to be forwarded to and received by the Registrar no later than 5.00pm on Monday 9 July 2018.
Agreement of terms
I/We hereby acknowledge that I/we have received and read the Terms Sheet for the Capital Bonds, and apply for the Principal
Amount of Capital Bonds set out above and agree to accept such Capital Bonds (or such lesser number as may be allotted
to me/us) on, and subject to, the terms and conditions set out in the Terms Sheet, the Capital Bonds Trust Deed and General
Offer Application Form.
All applicants on the General Offer Application Form must sign.


S
ignature




Dat
e
20
18
Your General Offer Application Form must be delivered in accordance with the instructions specified under the heading “How
to Apply” on page 11 of the Terms Sheet.
7
(Complete this section if you are acting as agent on behalf of the applicant on this General Offer Application Form)
I, of
(full name) (place and country of residence)
(occupation)
hereby certify that:
1. By the agency agreement dated ,
(
date of instrument creating the power of agency)

(
full name of person/body corporate which appointed you as agent)
of

(plac
e and country of residence of person/body corporate which appointed you as agent*)

Genesis Capital Bond Offer 201827
Certificate of non-revocation of power of attorney
11
appointed me agent;
(his/her/its)
1.
That I hav
e executed the application for Capital Bonds printed on this General Offer Application Form under that
appointment and pursuant to the powers thereby conferred on me; and
2.
That I have not received notice or information of the revocation of my appointment as agent.
Signature of agent
Signed at this day of 2018
*If a donor is a body corporate, state place of registered office or principal place of business of donor and, if that is not in New
Zealand, state the country in which the principal place of business is situated.
(Complete this section if you are acting on behalf of the applicant on this General Offer Application Form for whom you
have power of attorney)
I, of
(full name) (place and country of residence)
(occupation)
hereby certify that:
1.
By the power of attorney dated ,
(date of instrument creating the power of attorney)
(full name of person/body corporate which granted the power of attorney)
of
(place and country of residence of person/body corporate which granted the power of attorney**)
appointed me attorney;
(his/her/its)
2.
That I have executed the application for Capital Bonds printed on this General Offer Application Form under that
appointment and pursuant to the powers thereby conferred on me; and
3.
That I have not received notice of any event revoking the power of attorney.
Signature of attorney
Signed at this day of 2018
* If a donor is a body corporate, state place of registered office or principal place of business of donor and, if that is not in
New Zealand, state the country in which the principal place of business is situated.
*