Capital Change Notice

MARKET RELEASE
Date: 13 August 2019
NZX: GNE / ASX: GNE
Capital Change Notice - Performance Share Rights Plan

Genesis Energy Limited (Genesis) provides the attached capital change notice pursuant to NZX listing
rule 3.13.1. This notice relates to the issue of performance share rights in respect of 598,047 ordinary
shares to senior executives. The performance share rights are being issued pursuant to the Genesis
Performance Share Rights Plan.

ENDS



For media enquiries, please contact:
Emma-Kate Greer
Group Manager Corporate Relations
Genesis Energy
M: 027 655 4499

For investor relations enquiries, please contact:
Cameron Parker
Investor Relations Manager
Genesis Energy
P: 09 951 9311
M: 021 241 3150

About Genesis Energy
Genesis Energy (NZX: GNE, ASX: GNE) is a diversified New Zealand energy company. Genesis sells electricity,
reticulated natural gas and LPG through its retail brands of Genesis Energy and Energy Online and is New
Zealand’s largest energy retailer with approximately 500,000 customers. The Company 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 $NZ2.3bn during the 12 months ended 30 June 2018. More
information can be found at www.genesisenergy.co.nz

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Template
Capital Change Notice

Updated as at 8 May 2019



Section 1: Issuer information
Name of issuer Genesis Energy Limited
NZX ticker code GNE
Class of financial product
Performance share rights convertible to
ordinary shares pursuant to Genesis
Energy Limited’s Performance Share
Rights Plan
ISIN (If unknown, check on NZX website) NZGNEE0001S7
Currency Not applicable
Section 2: Capital change details
Number issued/acquired/redeemed
Performance share rights in respect of
598,047 ordinary shares
Nominal value (if any) Nil
Issue/acquisition/redemption price per security Nil
Nature of the payment (for example, cash or other
consideration)
No cash consideration payable. The
conversion of performance share rights
to ordinary shares in Genesis Energy
Limited is subject to satisfaction of
certain performance conditions with
regards to total shareholder returns.
Amount paid up (if not in full) Not applicable
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number
of Financial Products of the Class, excluding any
Treasury Stock, in existence)
1

Genesis Energy Limited has a total of
1,023,646,556 ordinary shares on
issue. It has granted in total
performance share rights in respect of
598,047 ordinary shares. If 100% of
the performance share rights were to
vest into ordinary shares on the date of
this notice (if all conditions to the
vesting of the performance share rights
were met), such shares would
represent 0.058% (to 3 d.p.) of the total
ordinary shares on issue
For an issue of Convertible Financial Products or
Options, the principal terms of Conversion (for
example the Conversion price and Conversion date
and the ranking of the Financial Product in relation to
other Classes of Financial Product) or the Option (for
example, the exercise price and exercise date)
• Each performance share right
granted under the Plan that vests
entitles the holder to acquire one
fully paid ordinary share in Genesis
Energy Limited.
• The number of performance share
rights that vest will depend on
Genesis Energy Limited’s total
shareholder return over a 3 year

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

performance period to 30 June
2022 relative to the Company’s
cost of equity and the total
shareholder return of a defined
group of NZX-listed peer
companies.
• Performance share rights will lapse
where the performance conditions
are not met.
• Subject to the statement below,
performance share rights will lapse
where the holder ceases to be
employed by the Genesis group as
at 30 June 2022.
• On death, redundancy, total
permanent illness or injury, or in
any other circumstance the Board
decided, unvested performance
share rights may vest at the
Board’s discretion.
• The Board has retained the
discretion to offer further
performance share rights to holders
in the event of a rights issue,
determine that performance share
rights vest early on a change of
control and, in the event of a
reconstruction of the shares, effect
a similar reconstruction for the
performance share rights.
Performance share rights will
participate in any bonus issues
prior to vesting on vesting of that
right.
• There is no amount payable by
holders either on grant or vesting of
the performance share rights.
• Performance share rights do not
entitle the holder to receive
dividends or other distributions from
shares or vote in respect of shares.
Holders of performance share
rights cannot transfer or grant any
security interest over the rights.
• Ordinary shares issued on vesting
of performance share rights will
rank equally with all other ordinary
shares then on issue.
Reason for issue/acquisition/redemption and specific
authority for issue/acquisition/redemption/ (the reason
for change must be identified here)
Issued under the Genesis Energy
Limited Performance Share Rights
Plan
Total number of Financial Products of the Class after
the issue/acquisition/redemption/Conversion
Performance share rights in respect of
598,047 ordinary shares.

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Capital Change Notice

Updated as at 8 May 2019

(excluding Treasury Stock) and the total number of
Financial Products of the Class held as Treasury
Stock after the issue/acquisition/redemption.

There is a total of 1,023,646,556
ordinary shares on issue.

In the case of an acquisition of shares, whether those
shares are to be held as treasury stock
Not applicable
Specific authority for the issue, acquisition, or
redemption, including a reference to the rule pursuant
to which the issue, acquisition, or redemption is made
Board resolution dated 21 June 2019
and Listing Rule 4.6.1
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
Issue of performance share rights in
respect of 598,047 ordinary shares to
senior executives pursuant to Genesis
Energy Limited’s Performance Share
Rights Plan as described above as part
of the remuneration package for those
senior executives.
Date of issue/acquisition/redemption
2
12 August 2019
Section 3: Authority for this announcement and contact person
Name of person authorised to make this
announcement
Cameron Parker
Contact person for this announcement Cameron Parker
Contact phone number 09 951 9311
Contact email address Cameron.Parker@genesisenergy.co.nz
Date of release through MAP 13/08/2019




2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).