Genesis Energy Limited logo

Notice of Annual Shareholder Meeting

AGM2 September 2020GNEUtilities

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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