Notice of Meeting

Notice of
Annual Shareholder Meeting
Wednesday 10 October 2018, commencing 10:00am, in the Level 4 Lounge, South Stand, Eden
Park, Reimers Avenue, Mt Eden, Auckland. Entry to the meeting room will be available from 9:30am.
Notice is hereby given that the 2018 Annual Shareholder
Meeting of Genesis Energy Limited will be held on:
Genesis: www.genesisenergy.co.nz www.genesisenergy.co.nz/investors

Order of
Business
Explanatory
Notes
Resolutions 1–3: Re-election of
Joanna Perry and Barbara
Chapman and election of James
Moulder

NZX Main Board Listing Rule 3.3.11
and the Company’s constitution
require that one-third of the
Company’s Directors retire by
rotation at each Annual Shareholder
Meeting but can offer themselves
for re-election if they wish. Dame
Jenny Shipley has announced
her retirement after nine years as
Chairman, effective at the Annual
Shareholder Meeting. There are
three Directors for consideration:
Barbara Chapman was appointed
by the Board on 1 May 2018 and is
required by the NZX Main Board
Listing Rules to retire from office at
the Annual Shareholder Meeting.
Barbara was appointed as Chairman
elect to succeed Dame Jenny Shipley
with the unanimous support of the
Board and confirmed by the majority
shareholder. She offers herself for re-
election as an Independent Director.
Independent Director Joanna Perry
retires by rotation at the Annual
Shareholder Meeting and also offers
herself for re-election.
James Moulder is proposed to
be elected to the Board as a new
Director. The Board has determined
in its view, James Moulder will be an
Independent Director (as defined in
the NZX Main Board Listing Rules).


Brief biographies of each Director are
provided.

The Board of Genesis Energy
confirms its support for the
resolutions to be considered at the
Annual Shareholder Meeting and
recommends that you vote in favour
at the meeting.
A. CHAIRMAN’S ADDRESS
B. CHIEF EXECUTIVE’S REVIEW
C. SHAREHOLDER QUESTIONS
Consideration of any shareholder questions raised during the meeting on the
Financial Statements and reports and on the performance and management
of Genesis Energy.
D. ORDINARY BUSINESS AND RESOLUTIONS
To consider and, if thought fit, pass the following ordinary resolutions:
Resolution 1:
Re-election of Barbara Chapman
That Barbara Chapman be re-elected as a Director of the Company.
Resolution 2:
Re-election of Joanna Perry
That Joanna Perry be re-elected as a Director of the Company.
Resolution 3:
Election of James Moulder
That James Moulder be elected as a Director of the Company.
Ordinary Resolutions
Each resolution set out above is to be considered as a separate ordinary
resolution.
An ordinary resolution is a resolution approved by a simple majority of votes
of shareholders entitled to vote and voting at the meeting in person or by
proxy or representative.
E. GENERAL BUSINESS AND SHAREHOLDER DISCUSSIONS/QUESTIONS
To consider such other business as may lawfully be raised at the meeting.
By order of the Board
MATTHEW OSBORNE
General Counsel and Company Secretary
20 September 2018

Explanatory
Notes
Barbara joined the Genesis Board
in May 2018 and is a member of
the Company’s Audit and Risk
Committee. Barbara is Director of The
New Zealand Initiative and a non-
executive Director of New Zealand
Media and Entertainment (NZME).
She has a wealth of governance
experience, and is a former member
of the Board of Supervisors of Oxfam
International. Barbara was also an
inaugural Trustee of the New Zealand
Equal Opportunities Trust and was its
Chair for several years. Barbara brings
extensive and diverse trans-Tasman
executive experience to the Board
having served as Chief Executive and
Managing Director of ASB Bank for
seven years and having held a number
of senior executive roles responsible
for marketing, communications,
human resources, life insurance and
retail banking in New Zealand and
Australia. Barbara has an extensive
list of professional achievements to
her credit, including being named
New Zealand Herald’s 2017 Business
Leader of the Year and was awarded
New Zealand’s inaugural Marketer of
the Year in 1997. Barbara has also been
named the inaugural INFINZ Diversity
and Inclusion Leader.
BARBARA CHAPMAN
Bcom
Joanna Perry joined the Genesis
Board in 2007 and is Chairman of the
Company’s Audit and Risk Committee.
Joanna is a professional Director whose
Board appointments include Oyster
Group Limited (Chairman), Trade Me
Group Limited, Partners Life Limited,
Regional Facilities Auckland (Deputy
Chair) and Nyriad Limited. Joanna is
Chairman of the International Financial
Reporting Standards (IFRS) Advisory
Council. She was previously a partner
in the international accountancy and
consultancy firm KPMG, Chairman of
the New Zealand Financial Reporting
Standards Board and a member of the
Securities Commission.
JOANNA PERRY
MNZM, MA Econ (Cantab), FCA
JAMES MOULDER
BA, Bcom
James Moulder stands for election to
the Genesis Board. James has strong
governance experience having held a
number of non-executive Board and
Advisory Board positions. He was until
recently Chairman of the Electricity
Authority’s Market Development
Wholesale Advisory Group, and
previously chaired the NZ Electricity
Commission: Market Development
Advisory Group. James’ previous
Directorships include CO2 New
Zealand Limited, Rodney Properties
Limited and Bosco Connect.
He has held executive leadership
positions with Mighty River Power
including leading its Mercury Energy
business. More recently James has
been involved in the commercialisation
of large data sets in New Zealand,
Europe and the US, coupled with
the development of a carbon asset
management business in Australia.

Procedural Notes
and Other Information
1. PROXY VOTE
As a shareholder you may attend the
meeting and vote or you may appoint
a proxy to attend the meeting and
vote in your place. If you wish to
appoint a proxy you should complete
the Proxy Voting Form, which is
enclosed with this Notice of Meeting,
or lodge your proxy preference
online at www.investorvote.co.nz
(see below for further details). A
proxy need not be a shareholder of
the Company. If you wish, you may
appoint the Chairman of the meeting
or any Director as your proxy.
Proxy Voting Forms must be returned
to the office of Genesis Energy’s
share registrar, Computershare
Investor Services Limited, either by:
• Mail in the enclosed pre-paid
envelope, for:
-New Zealand, Private Bag 92 119,
Auckland 1142; and
-Australia, Reply Paid 3329,
Melbourne, Victoria 8060;
• Fax to +64 9 488 8787;
• Lodge your proxy appointment
online at www.investorvote.co.nz.
You will be required to enter your
CSN Securityholder number and
postcode/country of residence and
the secure access control number
that is located on the front of your
Proxy Voting Form.
To be effective, the Proxy Voting
Form must be received by the
Company’s share registrar, or the
online appointment completed,
no later than 10.00am (NZST) on
Monday 8 October 2018.
Voting entitlements will be
determined at the close of trading
on Friday 5 October 2018. Registered
shareholders at that time will be the
only persons entitled to vote at the
Annual Shareholder Meeting and
only the shares registered in those
shareholders’ names at that time may
be voted at the Annual Shareholder
Meeting.
A corporation may appoint a
person to attend the meeting as its
representative in the same manner as
it may appoint a proxy.
If you appoint a proxy you may either
direct your proxy how to vote for you
or you may give your proxy discretion
to vote as he/she sees fit. If you wish
to give your proxy discretion then
you must mark the appropriate boxes
on the Proxy Voting Form. If you
do not tick any box for a particular
resolution then your proxy may vote
as they choose, as if you had selected
‘Proxy Discretion’.
The Chairman of the meeting, or
any other Director, is willing to act
as a proxy on behalf of shareholders
who wish to appoint them for that
purpose. The Chairman of the
meeting and Directors who act as
proxies on behalf of shareholders
intend to vote any proxy discretion in
favour of all resolutions.
If you are attending in person, please
bring the enclosed Proxy Voting Form
to the Annual Shareholder Meeting to
assist with your registration.
2. WEBCAST
If shareholders are unable to attend
the meeting, but would still like to
follow its proceedings, then visit
www.genesisenergy.co.nz/annual-
shareholder-meeting.
Shareholders who are following
proceedings by webcast can vote by
proxy prior to the meeting (see note 1
for further details on proxy voting).
3. REFRESHMENTS
After the formal part of the Annual
Shareholder Meeting has concluded,
Genesis Energy invites you to join
members of the Board and our
executive team for a light morning
tea.
GENESIS INVESTOR PORTAL
To see Dame Jenny Shipley
and Marc England talking
about our successes in 2018,
go to www.genesisenergy.
co.nz/investors. You will
also find our Sustainability
Statement and Sustainability
Framework here.

Directions for shareholders
attending the 2018 Annual
Shareholder Meeting
SANDRINGHAM
SANDRINGHAM ROAD
WALTERS ROAD
ROYAL TERRACE
REIMERS AVENUE
P
A
R
K
CRICKET AVENUE
EDE
N

P
A
R
K
ROAD
KINGSLAND
TRAIN
STATION
ASB STAND
EAST STAND
WEST STAND
SOUTH STAND
CAR PARKING
LEVEL 4
LOUNGE
CAR PARKING
MEETING VENUE
> Entry to the Annual
Shareholder Meeting is at
Gate G/P5
> Level 4 Lounge, South
Stand, Eden Park, Reimers
Avenue, Mt Eden,
Auckland
> Parking at Eden Park

is marked on the map.
> Please allow plenty of time

to find a car park.
> Please allow 5 minutes
if you are walking from
Kingsland Train Station to
Eden Park.

RSVP
To assist in our planning we would be grateful if you would complete
this form if you wish to attend this year’s Annual Shareholder Meeting.

YES I WILL ATTEND

NO I WILL NOT ATTEND
NAME:
NUMBER OF ATTENDEES:
Please return by mail in the enclosed pre-paid envelope or fax to +64 9 488 8787 or scan and email to

corporateactions@computershare.co.nz