Notice of Annual Shareholder Meeting

MARKET RELEASE
Date: 16 September 2019
NZX: GNE / ASX: GNE
2019 Annual Shareholder Meeting, Notice of Meeting

Genesis Energy advises that the following documents will be sent to Genesis Energy shareholders today:

• The Notice of Annual Shareholder Meeting 2019, as attached;
• The Proxy Voting Form for the Annual Shareholder Meeting 2019; and
• An email advising them of the Annual Result and Annual Shareholder Meeting details.

An electronic copy of the Notice of Meeting and Proxy Voting Form is also available on the Genesis Energy
investor website at https://www.genesisenergy.co.nz/investors/annual-shareholder-meeting.

Genesis Energy’s Annual Shareholder Meeting, will be held on Wednesday 16 October 2019, commencing at
10.00 am, in the Level 4 Lounge, South Stand, Eden Park, Reimers Avenue, Auckland, New Zealand.

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 $NZ2.7 billion during the 12 months ended 30 June 2019. More
information can be found at www.genesisenergy.co.nz

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Notice of
Annual Shareholder Meeting
Wednesday 16 October 2019, 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 2019 Annual Shareholder
Meeting of Genesis Energy Limited will be held on:
www.genesisenergy.co.nz www.genesisenergy.co.nz/investors

Order of
Business
Explanatory
Notes
Resolutions 1–4: Re-election of
Timothy Miles, Maury Leyland
Penno and Paul Zealand and
election of Catherine Drayton.

NZX Listing Rule 2.7.1 requires that
the Company’s Directors must not
hold office without re-election
past the third Annual Shareholder
Meeting following their appointment
or three years, whichever is longer.
Timothy Miles, Maury Leyland Penno
and Paul Zealand were elected at the
Company’s 2016 Annual Shareholder
Meeting and therefore will retire
from office at this year’s Annual
Shareholder Meeting. Each of them
is eligible and offers themselves for
re-election.
Catherine Dayton was appointed
as a Director by the Board in March
2019 and, in accordance with NZX
Listing Rule 2.7.1 and the Company’s
Constitution, must not hold office
without election past this year’s
Annual Shareholder Meeting.
Being eligible, she offers herself for
election.
The Board has determined that
each of the above Directors is an
Independent Director as defined in
the NZX Listing Rules.
Brief biographies of each Director are
provided on the next page.
The Board of Genesis Energy
confirms its support for Resolutions
1-4 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 for the year ended 30 June 2019 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 Timothy Miles
That Timothy Miles be re-elected as a Director of the Company.
RESOLUTION 2:
Re-election of Maury Leyland Penno
That Maury Leyland Penno be re-elected as a Director of the Company.
RESOLUTION 3:
Re-election of Paul Zealand
That Paul Zealand be re-elected as a Director of the Company.
RESOLUTION 4:
Election of Catherine Drayton
That Catherine Drayton be elected as a Director of the Company.
E. SPECIAL RESOLUTION
To consider and, if thought fit, pass the following special resolution:
RESOLUTION 5:
Constitution Amendments
That the Company amend its existing Constitution in the manner marked in
the Constitution as presented to shareholders at the meeting and signed by
the Chairman of the Board for the purposes of identification.
Please read the Explanatory Notes and the Procedural Notes and Other
Information for further information in relation to Resolutions 1 to 5.
F. 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
16 September 2019

Explanatory
Notes
TIMOTHY MILES
BA
CATHERINE DRAYTON
BCOM, LLB, FCA
PAUL ZEALAND
BSC MECH. ENG (HONS), MBA
MAURY LEYLAND PENNO
BE (Hons), FEng, CMInstD
Tim Miles joined the Genesis Board in
November 2016 and is a member of
the Company’s Human Resources and
Remuneration Committee and the

Nominations Committee.
Tim began his career with IBM and later joined
Data General Corporation, rising to Director of
Marketing – Asia Pacific. He then joined Unisys
Corporation in various senior executive roles
before taking up roles as the Chief Executive
Officer of Vodafone New Zealand, the Chief
Executive Officer of Vodafone UK and the
Vodafone Group Chief Technology Officer.
Catherine joined the Genesis Board in March
2019. She is a member of the Audit and Risk
Committee.
Catherine brings extensive governance
experience to Genesis. She is currently the
Chair of Christchurch International Airport
Limited, as well as being a Director of Beca
Group Limited, Southern Cross Medical Care
Society, Southern Cross Hospitals Limited
and Southern Cross Benefits Limited and is a
Board member of Guardians of New Zealand
Superannuation. Her former directorships
include Ngai Tahu Holdings Corporation
Limited, Powerbyproxi Limited and Meridian
Energy Limited.
Catherine’s executive career as a senior partner
in PricewaterhouseCoopers, specialising
in mergers and acquisitions, culminated
in leading that company’s Assurance and
Advisory practices for Central and Eastern
Europe (excluding Russia). Catherine is a
Fellow of Chartered Accountants New Zealand
and Australia.
Upon returning to New Zealand, Tim was
Managing Director of listed agricultural
group PGG Wrightson before taking up a role
as Chief Executive Officer of Spark Digital,
playing a key role in the transition of Spark to
become New Zealand’s leading digital services
provider.
Tim is a Director of UDC Finance, Nyriad
Limited, Chairman of Gut Cancer Foundation
and ASX listed company oOh! Media Limited.
Tim has also served as a Director of Goodman
Property and Chair on the Advisory Boards of
Revera Limited and the CCL Group.
Maury Leyland Penno joined the Genesis
Board in July 2016. She is a member of the
Company’s Audit and Risk Committee and
the Human Resources and Remuneration
Committee.
Maury is the Chair of The Education Hub
and on the steering committee of Te Hono
Movement. She has been a Director of Spark
New Zealand and Transpower New Zealand.
She is a Fellow of Engineering New Zealand
and a Chartered Member of the Institute of
Directors.
Maury worked at Fonterra from 2005 until
2016, most recently as a member of the
Executive team in the role of Managing
Director for People, Culture and Strategy. She
has also held leadership roles in risk and crisis
management, supply chain management and
for the listing of the Fonterra Shareholders’
Fund. Earlier in her career Maury worked as a
consultant with the Boston Consulting Group,
and was with Team New Zealand as a member
of the design team during the successful 1995
America’s Cup campaign.
Paul Zealand joined the Genesis Board
in October 2016 and is a member of
the Company’s Human Resources and
Remuneration Committee and the

Nominations Committee.
Paul is a professional Director, currently
sitting on the Boards of New Zealand Refining
Company Limited and Lochard Energy.
Paul has over 40 years’ international experience
in the oil and gas sector. His executive roles
included Country Chairman of Shell New
Zealand and Chief Executive Officer of the
upstream oil and gas business of Origin
Energy in Australia. Through these roles
Paul developed skills in strategic business
management, health and safety, and
environmental management, operational risk
and the commercial management of complex
assets.

Resolution 5: Amend the Company’s Constitution.
The former NZX Listing Rules (dated
1 October 2017) have been replaced
by updated NZX Listing Rules (dated
1 January 2019) which took effect on
1 July 2019 (the “2019 Listing Rules”).
A class waiver was issued by NZX,
providing that issuers may defer
updating their constitution to comply
with the 2019 Listing Rules, provided
they do so at their next annual meeting
(or a special meeting called by its
board) following transition to the 2019
Listing Rules.
A number of amendments are
required to be made to the Company’s
Constitution to ensure that it meets
the requirements of and is consistent
with the 2019 Listing Rules (as required
by NZX Listing Rule 2.18.1). In addition
to the amendments required under
the 2019 Listing Rules, the Company
has taken the opportunity to update
provisions of its Constitution to reflect
recent changes to applicable legislation
and to better reflect commercial
practice.
A mark-up of the Company’s
Constitution setting out all of the
proposed amendments can be viewed
on the Company’s website at www.
genesisenergy.co.nz/investors/
governance/documents. The 2019
Listing Rules can be viewed on the NZX
website: www.nzx.com.
A summary of the significant
amendments to the Constitution is
set out below. Unless expressly stated
otherwise, references to a clause below
are references to clause numbers in
the Constitution as proposed to be
amended.
CHANGEEXPLANATION
Definitions
General updates to definitions have been proposed and will flow throughout the
Constitution to align the Constitution with the 2019 Listing Rules. For example, the
definition of ‘Securities’ has been changed to ‘Financial Products’ in the 2019 Listing
Rules.
NZX Listing Rule compliance
Clause 3
Amendments to:
• clarify that the NZX Listing Rules prevail in the event of an inconsistency with the
Constitution; and
• reflect new language used in the 2019 Listing Rules relating to NZX and ASX rulings
and the effect of failure to comply with the NZX Listing Rules, with no change in
substance.
Lien on unpaid and partly paid shares
Clause 12
Amendments to reflect new language used in the 2019 Listing Rules relating to the
Company’s lien on any unpaid and partly paid shares, with no change in substance.
Minimum Holdings
Clause 14
Amendments to:
• remove the requirement that a Minimum Holding (as that term is defined in the 2019
Listing Rules) be sold through the NZX Main Board or in a manner approved by NZX,
to reflect the wording of 2019 Listing Rule 8.1.6(c);
• allow the Board to also refuse or delay the registration of a share transfer if the
registration would result in the transferor having less than a Minimum Holding;
• clarify the priority of proceeds resulting from the transfer of a Minimum Holding;
• provide that a certificate signed by a Director recording a power of sale of a Minimum
Holding is conclusive evidence of that fact; and
• there is no change to the Company’s powers in respect of Minimum Holdings.
Receipt of distribution by joint
shareholder
Clause 16
Removing the ability for any one joint shareholder to give a receipt for any payment in
respect of shares held by them as a joint shareholder.
Shareholder meeting participation
Clauses 17 and 26
Amendments to clarify the methods through which shareholders may participate
(including voting) in shareholder meetings (including electronic participation).

Voting and proxies at shareholder
meetings
Clauses 24 and 25
Amendments to:
• clarify voting procedures at meetings of shareholders if a poll is taken, including how
the Chairperson of the meeting may declare the result of a poll;
• allow for the appointment of shareholder proxies in writing, by electronic notice or
online;
• provide the ability for the notice of meeting to provide for different matters for
different kinds of proxies (for example, a different specified time for the receipt of a
proxy by electronic means); and
• delete the provisions requiring the proxy form to provide for two way voting, which is
provided for under the 2019 Listing Rules.
Directors
Clause 29
Amendments to:
• require each resolution for the appointment of a Director to relate to one Director
only;
• simplify the Board’s composition requirements to now require that the Company
comply with the minimum Board composition requirements of the 2019 Listing Rules
(including as to minimum number of Directors and minimum number of independent
Directors);
• reflect that all Directors are subject to the Director rotation requirements as set
out in the NZX Listing Rules, which include the requirement that a Director must
not hold office (without re-election) past the third annual meeting following that
Director’s appointment or three years, whichever is the longer; and
• delete the clause requiring the Board to identify which Directors it has determined, in
its view, to be independent Directors when required to do so by the NZX Listing Rules,
as this is not required to be stated in the Constitution (and applies in any event).
Alternate Directors
Clause 30
Amendments to clarify the power to appoint alternate Directors. The right of a
Director to appoint an alternate Director has not changed in substance.
Managing Director
Former clause 31
Deleting the former clause 31 relating to the appointment of a Managing Director,
and all other clauses referring to a Managing Director. The removal of the ability to
appoint a Managing Director is designed to promote the separation of governance
and management.
Indemnity and Insurance
Clause 32
Amendments to simplify the clauses in relation to Directors’ and employees’
indemnities and insurance in order to future proof against any changes to the
Companies Act 1993. Such indemnities and insurance may be effected in accordance
with the Companies Act 1993.
Service of notices overseas
Former clause 39
Deleting the former clause 39 relating to the service of notices to shareholders with
overseas addresses. The 2019 Listing Rules do not require this clause to be included
in the Constitution and include an equivalent requirement themselves at NZX Listing
Rule 2.14.2.
Ownership restrictions – associated
persons
Clause 1 of First Schedule
The Securities Act 1978 has been repealed, which included a definition of ‘associated
person’ that was previously deemed to be a definition included in the Constitution.
The same definition is now set out in full in the Constitution so that it is retained.
General changes
Removing certain references to the ASX and ASX Listing Rules that are not required
given the Company is a Foreign Exempt Issuer under the ASX Listing Rules.
Minor wording changes and changes to statutory references to reflect the wording
in, and changes to or arising from, the 2019 Listing Rules, Companies Act 1993,
Financial Markets Conduct Act 2013 or other relevant legislation or to better reflect
commercial practice (for example, providing that notice of board meetings may be
provided to Directors by way of email (and removing notices by way of facsimile)).
The Company’s solicitors, Bell Gully, have provided an opinion to NZX that they consider that the Constitution, as proposed to
be amended, will comply with the 2019 Listing Rules.
The Board of Genesis Energy confirms its support for Resolution 5 and recommends that you vote in favour at the meeting.

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.
If, in appointing your proxy, you do not
name a person to be your proxy, the
Chairman of the meeting will be your
proxy and vote in accordance with your
express directions.
Proxy Voting Forms must be returned
to the office of the Company’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. Yo u
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 14 October
2019.
Voting entitlements will be determined at
the close of trading on Friday 11 October
2019. 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
p r o x y.
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,
except in relation to a resolution for their
own re-election or election where they
intend to abstain.
If you are attending in person, please
bring the enclosed Proxy Voting Form to
the Annual Shareholder Meeting to assist
with your registration.
2. RESOLUTIONS
Each of Resolutions 1 to 4 is to be
considered separately and will be passed
if approved by ordinary resolution at
the meeting. An ordinary resolution is a
resolution approved by a simple majority of
the votes of those shareholders entitled to
vote and voting on the resolution in person
or by proxy or representative.
Resolution 5 will be passed if approved
by special resolution at the meeting. A
special resolution is a resolution approved
by a majority of 75 per cent or more of
the votes of those shareholders entitled
to vote and voting on the resolution in
person or by proxy or representative.
As the amendments to the existing
Constitution do not impose or remove
a restriction on the activities of the
Company or affect the rights attaching to
shares, the shareholder minority buy-out
rights under the Companies Act 1993 do
not apply.
3. 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).
4. REFRESHMENTS
After the formal part of the Annual
Shareholder Meeting has concluded,
you are welcome to join members of the
Board and our Executive team for a light
morning tea.

Directions for shareholders
attending the 2019 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
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