2021 Annual Shareholder Meeting

Important dates and times

All times are in New Zealand Standard Time.
Vote-eligibility date for voting entitlements
for the Annual Shareholder Meeting:
Tuesday 26 October 2021, close of trading.
Latest time for receipt of proxy voting forms:
Wednesday 27 October 2021, 10am
Annual Shareholder Meeting:
Friday 29 October 2021, 10am
Notice is hereby given that the 2021 Annual Shareholder Meeting of Genesis Energy Limited will be held on
Friday 29 October 2021,
commencing at 10:00am
Join us online at Computershare’s Virtual Meeting Platform https://meetnow.global/nz
(registrations will be open at 9:30am). Please refer to the Virtual Meeting Guide or Virtual
Meeting Participation instructions in section 6 of this Notice of Meeting.
www.genesisenergy.co.nz www.genesisenergy.co.nz/investors
Notice of Annual
Shareholder Meeting

A. CHAIRMAN’S ADDRESS
B. CHIEF EXECUTIVE’S REVIEW
C. SHAREHOLDER QUESTIONS
D. ORDINARY RESOLUTIONS
To consider and, if thought fit, pass the following
ordinary resolutions:
1. Re-election of Barbara Chapman
That Barbara Chapman be re-elected as a Director
of the Company.
2. Re-election of James Moulder
That James Moulder be re-elected as a Director of
the Company.
3. Directors’ remuneration
That the annual total pool for Directors’
remuneration be increased by $132,950, from
$940,000 to $1,072,950, with the increase taking
effect from 1 November 2021.
Please read the Explanatory Notes and the Procedural
Notes and Other Information for further information in
relation to the above resolutions.
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
22 September 2021
Order of
Business
COVID-19 implications
Genesis Energy continues to closely monitor
the situation in New Zealand with regard to the
COVID-19 pandemic. The Board has determined
that a physical meeting is inappropriate in the
circumstances and that the Annual Shareholder
Meeting will be held as a virtual-only meeting.
Please see section 6 of the Procedural Notes
and Other Information for further information
on how to participate in the meeting virtually.

JAMES MOULDER
BA, BCA
James Moulder joined the Genesis Energy Board in October
2018 and is a member of the Company’s Audit and Risk
Committee.
James has strong governance experience having held a
number of non-executive board and advisory board positions.
He was Chairman of the Electricity Authority’s Market
Development Wholesale Advisory Group, and previously
chaired the NZ Electricity Commission: Market Development
Advisory Group.
James’ previous directorships include CO2 New Zealand
Limited, Rodney Properties Limited and Bosco Connect. He
has held executive leadership positions with Mighty River
Power, including leading its Mercury Energy business.
More recently, James has been involved in the
commercialisation of large data sets in New Zealand, Europe
and the US, coupled with the development of a carbon asset
management business in Australia.
Explanatory Notes
Resolutions 1 and 2:
Re-election of Barbara Chapman and James Moulder

BARBARA CHAPMAN
CNZM, BCOM, CMINSTD
Barbara Chapman joined the Genesis Energy Board in May
2018 and assumed the role of Chairman in October 2018.
Barbara is also the Chair of NZME, director of Fletcher
Building and the Bank of New Zealand* and is the Deputy
Chair of The New Zealand Initiative. Barbara is the Chair of
the APEC CEO Summit Committee and co-Chair of the APEC
Business Leadership Group.
Barbara served as Chief Executive and Managing Director
of ASB Bank for seven years and has worked in a variety
of financial services executive roles in New Zealand and
Australia. She is a former Chair of Oxfam New Zealand, a
former director of IAG New Zealand, has served on the Board
of Supervisors for Oxfam International and is a previous Chair
of the New Zealand Equal Opportunities Trust.
Barbara was named New Zealand Herald’s Business Leader
of the Year in 2017 and was named the inaugural INFINZ
Diversity and Inclusion Leader in 2018.
Barbara was awarded a Companion of the New Zealand
Order of Merit (CNZM) for services to business in the 2019
New Year Honours List.
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.
Chairman Barbara Chapman and James Moulder
were last re-elected at the Company’s 2018 Annual
Shareholder Meeting and therefore will retire from
office at this year’s Annual Shareholder Meeting. Being
eligible, Barbara Chapman and James Moulder offer
themselves for re-election.
The Board has determined that Barbara Chapman and
James Moulder are Independent Directors as defined
in the NZX Listing Rules. Brief biographies of Barbara
Chapman and James Moulder are provided below.
The Board of Genesis Energy confirms its support
for the re-election of Barbara Chapman and James
Moulder and recommends that you vote in favour of
their re-election at the meeting.
From October 2021

ROLECURRENT
PROPOSED
REVISED FEE AMOUNT
NOMINAL
INCREASE ($)
Chairman
(no Committee fees payable)
$180,000 $200,000$20,000
Deputy N/AN/AN/A
Director$90,000 x7 = $630,000$100,000 x 7 = $700,000$70,000
Chair Audit & Risk Committee$24,000$26,000$2,000
Member Audit & Risk Committee$12,000 x3 = $36,000$15,650 x3 = $46,950 $10,950
Chair HR & Rem Committee$15,000$20,000$5,000
Members HR & Rem Committee$7,500 x3 = $22,500$10,000 x3 = $30,000$7,500
Chair Nominations CommitteeN/AN/AN/A
Members Nominations Committee$5,000 x3 = $15,000$5,000 x3 = $15,000No change
SUB-TOTAL$922,500$1,037,950$115,450
Special Projects Allowance$17,500$35,000$17,500
TOTAL POOL$940,000$1,072,950$132,950
The proposed allocation of the total annual remuneration pool is based on the structure outlined in the table above (which includes seven directors and the Chairman) by
way of illustration and may, at the discretion of the Board, be adjusted should the Board’s structure (or the structure of any one or more of the Company’s Committees)
change.
The NZX Listing Rules require that remuneration of Directors be approved by an ordinary resolution. Voting restrictions apply to this resolution – see procedural
note 2 for more details.
Resolution 3: Directors’ Fees

It is important that Genesis
Energy continues to be able to
attract and retain suitably skilled
and experienced Directors, and
that the Directors’ remuneration
is appropriately aligned to the
market. The most recent increase
in Directors’ fees was approved
by shareholders at the Company’s
2016 ASM.
Accordingly, in accordance with
NZX Listing Rule 2.11(a), it is
proposed that the annual total
pool for Directors’ remuneration
be increased by $132,950, from
$940,000 to $1,072,950, with
the increase taking effect from 1
November 2021.
In recommending to shareholders
the fee increases in 2016, the
Board relied on consultants Korn
Ferry for independent advice
on the appropriate level of fees,
compared to companies which
have a similar scale of operations
and level of complexity to Genesis
Energy to ensure Directors are
appropriately recognised for
their ongoing commitment and
contribution to the Company. This
year the Board undertook a further
review of Directors’ remuneration
and, as part of that review, the
Board again engaged Korn Ferry
to deliver a further independent
fees report. A summary copy
of that report has been sent to
shareholders with this Notice of
Meeting.
Korn Ferry advised that Genesis
Energy should aim to maintain
a market median position with
fees generally between 95% and
100% of median in respect of the
companies referenced for the
purposes of the Korn Ferry report.
Korn Ferry also advised that other
than in relation to the Nominations
Committee, Board and Committee
fees were below market median.
The increase in the total annual
remuneration pool to $1,072,950
will permit the increases in
individual allocations of that pool
for the Board and Committees as
described in the structure set out
in the table below (which includes
seven directors and the Chairman).
The proposed increases are
approximately 100% of median
and in line with Korn Ferry’s
recommendations.

Procedural Notes
and Other Information
1. VIRTUAL MEETING
This year, while not Genesis Energy’s
prefered option, and due to the
uncertainty of the status of the
COVID-19 pandemic (particularly in
relation to meeting size and travel and
risk to health) the Annual Shareholder
Meeting will be held online only. 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 virtually are set out in
section 6 below.
2. PERSONS ENTITLED TO VOTE
Voting entitlements will be determined
at the close of trading on Tuesday 26
October 2021. 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.
In accordance with NZX Listing Rule
6.3.1, the Company will disregard any
votes cast in favour of Resolution 3 by
any Director and any of their respective
Associated Persons (as that term is
defined in the NZX Listing Rules), other
than where the vote is cast by a Director
or any of their respective Associated
Persons as proxy for a person who is
entitled to vote on Resolution 3 and in
accordance with their express directions
on the Proxy Voting Form to vote on
Resolution 3.
3. VOTING
Voting on the resolutions to be put
before the Annual Shareholder
Meeting will be conducted by way of
poll.
As a shareholder you may cast your
vote in one of two ways:
(a) you may participate virtually and
vote at the meeting via the online
platform https://meetnow.global/
nz; 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 https://meetnow.
global/nz.
In order for you (or your proxy on your
behalf) to vote online 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 virtually
are set out in section 6 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, 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; or
(b) by mail in the enclosed pre-paid
envelope; or
(c) by 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 Wednesday 27
October 2021.
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
Wednesday 27 October 2021.
A corporation may appoint a
person to attend the meeting as its
representative in the same manner as
it may appoint a proxy.

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’s
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 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 resolutions, provided
that: (a) Barbara Chapman and James
Moulder will abstain from voting any
discretionary proxies given to them
relating to their own re-election,
and (b) Directors will not vote any
discretionary proxies given to them in
relation to Resolution 3.
5. ORDINARY RESOLUTION
The resolution to re-elect Barbara
Chapman as a Director of the
Company, the resolution to re-elect
James Moulder as a Director of
the Company, and the resolution
to increase the annual total pool
for Directors’ remuneration, 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. VIRTUAL PARTICIPATION
Shareholders may attend the meeting
and view the webcast through the
Computershare Meeting Platform
https://meetnow.global/nz. To access
the meeting, select ‘New Zealand’
from the drop-down box, click ‘Go’
under the Genesis meeting and then
click ‘JOIN MEETING NOW’. By
using the meeting platform, you will
be able to watch the meeting, vote
and ask questions online using your
smartphone, tablet or desktop device.
Please refer to the accompanying
Virtual Meeting Guide for more
information. (also available at http://
www.genesisenergy.co.nz/investors/
annual-shareholder-meeting) You will
need the latest version of Chrome,
Safari, Edge or Firefox to access the
meeting. Please ensure your browser
is compatible.
Shareholders may vote on the
resolutions 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. 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
Friday 22 October 2021.
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 (NZST) Monday to Friday
or by email to corporateactions@
computershare.co.nz.

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MARKET RELEASE

Date: 29 September 2021

NZX: GNE / ASX: GNE
2021 Annual Shareholder Meeting, Notice of Meeting

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

• The Notice of Annual Shareholder Meeting 2021, as attached;
• The Proxy Voting Form for the Annual Shareholder Meeting 2021.

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 Friday 29 October 2021, 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 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