Capital Change Notice

MARKET RELEASE
Date: 2 September 2021
NZX: GNE / ASX: GNE

Capital Change Notice - Performance Share Rights Plan

Genesis Energy Limited 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 504,608 ordinary
shares to senior executives. The performance share rights are being issued pursuant to the Genesis
Performance Share Rights Plan.

ENDS




For investor relations enquiries, please contact:
Tim McSweeney
GM Investor Relations & Market Risk
M: 027 200 5548

For media enquiries, please contact:
Chris Mirams
GM Communications and Media
M: 027 246 1221


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 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 $N3.2 billion during the 12 months ended 30 June 2021. More information can
be found at www.genesisenergy.co.nz

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Capital Change Notice




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
504,608 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
1,043,568,651 ordinary shares on issue. It
has granted in total performance share
rights in respect of 504,608 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
0.048% 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 performance
period to 30 June 2024 relative to the
Company’s cost of equity and the total

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

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 2024.
• 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
(excluding Treasury Stock) and the total number
of Financial Products of the Class held as
Treasury Stock after the
issue/acquisition/redemption.
Performance share rights in respect of
1,708,699 ordinary shares, comprising this
grant of 504,608 performance share rights,
598,047 performance share rights issued
on 12 August 2019 and 651,863
performance share rights issued on 1
September 2020 and less 45,819
performance share rights that have lapsed
in accordance with the terms of the

Capital Change Notice


Genesis Energy Limited Performance
Share Rights Plan .

There is a total of 1,043,568,651 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 30 June 2021 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 504,608 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
01/09/2021
Section 3: Authority for this announcement and contact person
Name of person authorised to make this
announcement
Tim McSweeney
Contact person for this announcement Tim McSweeney
Contact phone number 027 200 5548
Contact email address Timothy.mcsweeney@genesisenergy.co.nz
Date of release through MAP 2/09/2021




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).