Notice of Annual Shareholder Meeting
MARKET RELEASE
Date: 2
nd
September 2020
NZX: GNE / ASX: GNE
2020 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 2020, as attached;
• The Proxy Voting Form for the Annual Shareholder Meeting 2020.
While not the Company’s preferred option, due to COVID-19 concerns the Annual Shareholder
Meeting will be held virtually this year.
The meeting will be held on Wednesday 30 September 2020, commencing at 10.00 am. A Virtual
Meeting Guide will be sent with the above documents to assist shareholders. An electronic copy of
the Notice of Meeting, Proxy Voting Form and Virtual Meeting Guide is also available on the Genesis
Energy investor website at https://www.genesisenergy.co.nz/investors/annual-shareholder-meeting
ENDS
For media enquiries, please contact:
Allan Swann
Communications Manager
Genesis Energy
M: 027 211 4874
For investor relations enquiries, please contact:
Tim McSweeney
Investor Relations Manager
Genesis Energy
M: 027 200 5548
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 $NZ2.6bn during the 12 months ended 30 June 2020. More
information can be found at www.genesisenergy.co.nz
---
Notice of
Annual Shareholder Meeting
Notice is hereby given that the 2020 Annual Shareholder Meeting of
Genesis Energy Limited will be held on Wednesday 30 September 2020,
commencing 10:00am. Join us online or via the Lumi mobile app at web.
lumiagm.com (registrations will be open at 9:30am).
www.genesisenergy.co.nz www.genesisenergy.co.nz/investors
Important dates and times
All times are in New Zealand Standard Time (NZST).
Vote-eligibility date for voting entitlements
for the Annual Shareholder Meeting:
Friday 25 September 2020, close of trading.
Latest time for receipt of proxy voting forms:
Monday 28 September 2020, 10am
Annual Shareholder Meeting:
Wednesday 30 September 2020, 10am
Order of
Business
Explanatory
Notes
Resolutions: Re-election of Doug McKay
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. Doug
McKay was last re-elected at the Company’s 2017 Annual Shareholder
Meeting and therefore will retire from office at this year’s Annual
Shareholder Meeting. Being eligible, Doug McKay offers himself for re-
election.
The Board has determined that Doug McKay is an Independent Director
as defined in the NZX Listing Rules. A brief biography of Doug McKay is
provided below.
The Board of Genesis Energy confirms its support for the re-election of
Doug McKay and recommends that you vote in favour of his re-election
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 RESOLUTIONS
To consider and, if thought fit, pass
the following ordinary resolution:
Re-election of Doug McKay
That Doug McKay be re-elected as a
Director of the Company.
Please read the Explanatory Notes
and the Procedural Notes and Other
Information for further information in
relation to the above resolution.
E. GENERAL BUSINESS
To consider such other business as
may lawfully be raised at the meeting.
On behalf of the Board
MATTHEW OSBORNE
Company Secretary
28 August 2020
DOUG MCKAY
ONZM, BA, AMP (HARVARD)
Doug McKay joined the Genesis Board in
2014 and is Chairman of the Company’s
Human Resources and Remuneration
Committee and is also a member of the
Company’s Nominations Committee.
Doug is Chairman of the Bank of New
Zealand and Eden Park Trust Board and
has directorships with National Australia
Bank (NAB), IAG New Zealand Limited
and Fletcher Building Limited. Doug
began his career with Procter & Gamble,
working in a number of roles both in New
Zealand and overseas and subsequently
worked in Managing Director and Chief
Executive roles with Lion Nathan, Carter
Holt Harvey, Goodman Fielder, Sealord
and Independent Liquor where he was
also Chairman.
Doug was the inaugural Chief Executive
of the amalgamated Auckland Council
until the end of 2013.
Procedural Notes
and Other Information
1. VIRTUAL MEETING
This year, while not Genesis Energy’s
preferred option, the Company has
chosen to hold its Annual Shareholder
Meeting online only. The key reasons
for this decision are the uncertainty of
the status of the COVID-19 pandemic
(particularly in relation to meeting size
and domestic travel) and potential risks
to the health of meeting attendees.
All shareholders are able to attend and
participate in the Annual Shareholder
Meeting online via an internet
connection using a computer, laptop,
tablet or smartphone.
Details of how to attend and participate
in the Annual Shareholder Meeting are
set out in Section 7 below.
2. PERSONS ENTITLED TO VOTE
Voting entitlements will be determined at
the close of trading on Friday 25 September
2020. 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
meeting.
3. VOTING
Voting on the resolution to be put before
the Annual Shareholder Meeting will
be conducted by way of poll on the
online platform web.lumiagm.com. As
a shareholder you may cast your vote in
one of two ways:
(a) You may participate virtually and
vote at the meeting online via the
online platform web.lumiagm.com;
or
(b) you may appoint a proxy or (in the
case of a corporate shareholder)
a representative to participate
virtually and vote at the meeting in
your place via the online platform
web.lumiagm.com.
In order for you (or your proxy on
your behalf) to vote, you (or they)
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,
or follow the prompts in the email
you receive from the share registrar,
Computershare Investor Services
Limited.
Details of how to participate in the
Annual Shareholder Meeting are set out
in Section 7 below.
4. APPOINTMENT OF PROXY
If you wish to appoint a proxy you
should complete and return 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 your proxy is not the Chairman of the
meeting or a Director of Genesis Energy,
please ensure that you provide their
contact details in the space provided on
the Proxy Voting Form.
Proxy Voting Forms must be returned
to the office of the Company’s share
registrar, Computershare Investor
Services Limited, by one of the following
methods:
(a) by lodging your proxy appointment
online at www.investorvote.co.nz
or by scanning the QR code on
the Proxy Voting Form with your
smartphone;
(b) mail in the enclosed pre-paid
envelope, for:
- New Zealand, Private Bag 92 119,
Auckland 1142; and
- Australia, Reply Paid 3329, Melbourne,
Victoria 8060; or
(c) fax to +64 9 488 8787.
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 28
September 2020.
You may revoke your proxy by giving
written notice of revocation to the
Company in the manner set out above,
which notice must be received by the
Company’s share registrar no later
than 10.00am (NZST) on Monday 28
September 2020.
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 or she sees fit. If you wish
to give your proxy discretion, then you
must mark the appropriate box on the
Proxy Voting Form. If you do not tick any
box for the 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.
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 will vote in accordance with
your express directions. If additional
matters are raised during the course
of the Annual Shareholder Meeting
which require a shareholder vote, your
proxy will be entitled to vote on these
additional matters as he or she thinks
fit. The Chairman of the meeting and
Directors who act as proxies on behalf
of shareholders intend to vote any proxy
discretion in favour of the resolution,
except Doug McKay will abstain from
voting any discretionary proxies given
to him as they would relate to his own
re-election.
5. ORDINARY RESOLUTION
The resolution to re-elect Doug McKay
as a Director of the Company will
be passed if approved by ordinary
resolution at the Annual Shareholder
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 (including by proxy or
representative).
6. WEBCAST
The Annual Shareholder Meeting will
be webcast through Lumi AGM subject
to any restrictions caused by COVID-19
concerns.
7. VIRTUAL PARTICIPATION
To participate in the Annual Shareholder
Meeting you will need to either:
• Visit web.lumiagm.com on your
computer or mobile device. Ensure
that your browser is compatible
– Lumi AGM supports the latest
version of Chrome, Safari, Internet
Explorer, Edge and Firefox; or
• Download the Lumi AGM app from
the Apple App Store or Google Play
Stores for free. Search for Lumi-
AGM, shareholders are encouraged
to download the app prior to the
meeting.
Shareholders will require the meeting ID
– which is 398-583-434 - as well as their
CSN/Securityholder Number which can
be found on their Proxy Voting Form, for
verification purposes.
Shareholders may vote on the resolution
to be put to the Annual Shareholder
Meeting, and ask questions, by using
their own computers or mobile devices
through the online participation portal,
as described in the accompanying
Virtual Meeting Guide (also available
at http://www.genesisenergy.co.nz/
investors/annual-shareholder-meeting).
Shareholders may also send questions
in advance of the meeting to investor.
relations@genesisenergy.co.nz. The
main themes will be aggregated and
responded to at the meeting, provided
that the Company reserves the right
not to address questions that, in the
Chairman’s opinion, are not reasonable
or appropriate in the context of an
Annual Shareholder Meeting, or any
written question in advance of the
meeting that was not received by the
close of business on Wednesday 23
September 2020.
Details of how to participate in the
Annual Shareholder Meeting are
provided in the Virtual Meeting Guide
accompanying this Notice of Meeting.
Shareholders are encouraged to review
the Virtual Meeting Guide prior to the
meeting. If you have any questions, or
need assistance with the online process,
please contact Computershare on
+64 9 488 8777 between 8.30am and
5.00pm Monday to Friday or by email to
corporateactions@computershare.co.nz.
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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