Genesis launches Green Bond offer

MARKET RELEASE

Date: 1 March 2022
Genesis launches Green Bond offer

Genesis Energy Limited (Genesis) confirmed today that it is it is offering up to NZ$75,000,000 (with the ability
to accept oversubscriptions of up to an additional NZ$50,000,000 at Genesis’ discretion) of 6-year fixed-rate
unsecured, unsubordinated green bonds (Green Bonds) to institutional investors and New Zealand retail
investors.

The offer opens today and will be made pursuant to the Financial Markets Conduct Act 2013 as an offer of debt
securities of the same class as existing quoted debt securities. The offer is expected to close on 4 March 2022.

The interest rate for the Green Bonds will be set on the rate set date as being equal to the base rate plus the
margin, subject to a minimum interest rate of 4.00% per annum. The indicative margin range for the Green
Bonds is 1.05% to 1.20% per annum. An announcement of the actual margin and interest rate is expected to be
made via NZX on 4 March 2022 following a bookbuild process.

The Green Bonds are expected to be quoted on the NZX Debt Market and assigned a BBB+ credit rating by S&P
Global Ratings.

There is no public pool for the offer, with all of the Green Bonds being reserved for clients of the Joint Lead
Managers, NZX Participants and other approved financial intermediaries.

Full details of the offer are contained in the indicative terms sheet. The indicative terms sheet is available at
www.genesisenergy.co.nz/investors/reports-and-presentations or by contacting a Joint Lead Manager or your
usual financial advice provider.

Copies of the indicative terms sheet and investor presentation have also been provided to NZX with this
announcement.


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 & 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 Frank Energy 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 $NZ3.2 billion during the 12 months ended 30 June 2021. More information
can be found at www.genesisenergy.co.nz

---

Genesis Energy Limited
Green Bond Offer
March 2022

2.
GENESIS ENERGY LIMITED GREEN BOND OFFER
Important Information
The offer (Offer) of six-year fixed-rate
unsecured, unsubordinated green bonds
(Green Bonds) by Genesis Energy
Limited (Genesis, the Companyor the
Issuer) is made in reliance upon the
exclusion in clause 19 of schedule 1 of the
Financial Markets Conduct Act 2013
(FMCA). The Offer is contained in a Terms
Sheet dated 1 March 2022 (Terms Sheet)
prepared by Genesis, which accompanies
this Presentation.
The Offer is an offer of Green Bonds that
have identical rights, privileges, limitations
and conditions (except for the interest rate
and maturity date) as Genesis'
NZ$100,000,000 fixed-rate unsecured,
unsubordinated green bonds maturing on
18 March 2022 (with a fixed interest rate of
4.14% per annum), which are currently
quoted on the NZX Debt Market under the
ticker code GNE030 (GNE030 Bonds).
The Green Bonds are of the same class as
the GNE030 Bonds for the purposes of the
FMCA and the Financial Markets Conduct
Regulations 2014 (FMC Regulations).
Genesis is subject to a disclosure
obligation that requires it to notify certain
material information to NZX Limited (NZX)
for the purpose of that information being
made available to participants in the
market and that information can be found
by visiting
www.nzx.com/companies/GNE/announce
ments.
The GNE030 Bonds are the only debt
securities of Genesis that are in the same
class as the Green Bonds and are
currently quoted on the NZX Debt Market.
Investors should look to the market price
of the GNE030 Bonds to find out how the
market assesses the returns and risk
premiums for those bonds.
The information in this Presentation is given
in good faith and has been obtained from
sources believed to be reliable and accurate
at the date of preparation, but its accuracy,
correctness and completeness cannot be
guaranteed.
None of the Joint Lead Managers nor any of
their respective directors, officers, employees
and agents: (a) accept any responsibility or
liability whatsoever for any loss arising from
this Presentation or its contents or otherwise
arising in connection with the offer of Green
Bonds, (b) authorised or caused the issue of,
or made any statement in, any part of this
Presentation, or (c) make any representation,
recommendation or warranty, express or
implied, regarding the origin, validity,
accuracy, adequacy, reasonableness or
completeness of, or any errors or omissions
in, any information, statement or opinion
contained in this Presentation and accept no
liability (except to the extent such liability is
found by a court to arise under the FMCA or
cannot be disclaimed as a matter of law).
Unless otherwise indicated, the numerical
data provided in this Presentation is stated as
at or for the six months ended 31 December
2021. All amounts are in New Zealand
dollars. Due to rounding, numbers within this
Presentation may not add up precisely to the
totals provided and percentages may not
precisely reflect the absolute figures.
Investors should not seek to invest in the
Green Bonds until they have read the Terms
Sheet. Investors should also seek qualified,
independent financial and taxation advice
before deciding to invest.
Unless the context otherwise requires
capitalised terms in this Presentation have
the same meaning as defined in the Terms
Sheet.
The selling restrictions set out in the Terms
Sheet apply to the Green Bonds.
This Presentation is dated 1 March 2022.
Disclaimer

Agenda
1. Green Bond Highlights
2. About Genesis
3. Strategic Outlook
4. Sustainable Finance Framework
5. Financial Performance
6. Key Terms and Dates

Green Bond
Highlights

GENESIS ENERGY LIMITED GREEN BOND OFFER
5.
Offer Highlights
Issuer
Genesis
Description
The Green Bonds are fixed-rate unsecured, unsubordinated green bonds of Genesis
Credit Rating
Issuer credit rating: BBB+ (stable) (S&P Global Ratings)
Expected credit rating for Green Bonds: BBB+ (S&P Global Ratings)
Issue Amount
Up to NZ$75,000,000 (with the ability to accept oversubscriptions of up to an additional NZ$50,000,000 at Genesis' discretion)
Term
6 years, maturing Tuesday, 14 March 2028
Interest Rate
The Interest Rate will be set on the Rate Set Date as being equal to the Base Rate plus the Margin, subject to a minimum Interest Rate of
4.00 per cent per annum
The Interest Rate will be announced by Genesis via NZX on or shortly after the Rate Set Date
Use of Green Bond
Proceeds
In accordance with Genesis' Sustainable Finance Framework dated November 2021 (as amended from time to time) (Sustainable
Finance Framework), Genesis intends to notionally allocate an amount equal to the proceeds of the Green Bonds to finance or refinance
renewable energy assets, or other projects, assets and/or activities, that meet the eligibility criteria set out in the Sustainable Finance
Framework (Eligible Assets). Consistent with this, Genesis will apply the net proceeds of this offer to repay existing debt.
In accordance with the Sustainable Finance Framework, Genesis intends to:
•maintain a balance of Eligible Assets that have an aggregate book value which is at least equal to the aggregate proceeds of allits
outstanding green bonds and/or green loans (including the Green Bonds issued under the Offer); and
•maintain a register that outlines (among other things) the current book value of Eligible Assets and the notional allocation of proceeds
(including an amount equal to the proceeds of the Green Bonds issued under the Offer).
A copy of the Sustainable Finance Framework is available on Genesis' website at www.genesisenergy.co.nz/investors/reports-and-
presentations
Arranger and Green Bond
Coordinator
Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand branch) (Westpac)
Joint Lead Managers
Craigs Investment Partners Limited & Westpac

About Genesis

GENESIS ENERGY LIMITED GREEN BOND OFFER
7.
Genesis Overview
customers
•22% electricity market share
•34% gas market share
•23% of LPG retail market
share
7
1.Market Capitalisation as at 25 February 2022
2.Total customers relates to both brands (Genesis and Frank Energy) and all customer types.
KEY INFORMATION
Revenue (FY21): $3.2 billion
EBITDAF Guidance (FY22):$430-440 million
Market Capitalisation: $2.9 billion
1
Enterprise Value (HY22): $4.4 billion
Credit Rating: BBB+ (Standard & Poors)
Genesis is a diversified New Zealand energy
company. Genesis is New Zealand’s largest
energy retailer and 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.
470,000
2
953
PPA
133
138
362
46
8
190

8.
GENESIS ENERGY LIMITED GREEN BOND OFFER
HY 22 Performance Highlights
Financial
$210m
EBITDAF
1
OperationalSocial
Ngā Ara Creating
Pathways
NPAT$85 million
8.7 cps
Interim Dividend
Gross yield of 8.3% and return of DRP
2
$350m
Release of Sustainable
Finance Framework
Committed to sustainable outcomes
+26
Strong Customer Loyalty
Brand NPS
13.2%
Net Churn
500MW
Partnership with FRV Australia
Grid-scale solar
242 GWh
Waipipi
Renewable Generation
Plan to develop up to
Facilitating transformational education,
training and employment opportunities to
prepare rangatahi for the future of work.
Power Shout
Gifting
Genesis customers can now give away
their free power to those in need. Over
15,000 customers chose to do so.
Manaaki Kenehi
Engaged with over 9,000 customers in
need.
1
Earnings before net finance expenses, income tax, depreciation, depletion, amortisation, impairment, Fair Value changes and other gains and losses.
Refer to consolidated comprehensive income statement in the 2022 interim report for a reconciliation from EBITDAF to Net Profit after tax.
2
Dividend Reinvestment Plan

Strategic Outlook

10.
GENESIS ENERGY LIMITED GREEN BOND OFFER
AnactiveenablerofNew Zealand’senergytransition
Future-gen–transitioningourwholesalepositiontoleadNZ’senergytransition
Growrenewables
Valuefromflexibility
andreliability
TransitionHuntly
Contract for
newrenewable
generation
Contract for
fuel flexibility
Trial biofuels
asafueloption
forHuntly
Partnertobuilda
pipeline of solar
options
Drylandcarbon
partnership
Planforemerging
technologies
(Batteries)
Sell contracts that
support market
reliability (swaptions)

11.
GENESIS ENERGY LIMITED GREEN BOND OFFER
Future-gen programme on track to deliver lower
cost renewables
•Future-gen has already displacedan estimated 330,000
tonnes of carbon emissions through the Waipipiwindfarm.
•Waipipiis now generating 455 GWh per annum.
•Kaiwaikaweis expected to be completed by 1 March
2024 and will provide 230 GWh per annum.
•Tauhara is expected to be completed by 1 January 2025
and provide 520 GWh per annum.
•Genesis has signed a JV agreement with FRV Australia to
develop up to 500MW of grid scale solar. The JV has been
investigating potential sites and working arrangements.
•This brings together an internationally renowned global solar
developer and Genesis’ experience operating in New
Zealand.
•Genesis will own 60% of the partnership as well as
purchasing energy generated by the projects.The
partnership intends to develop multiple sites.
GENESIS GENERATION DIVERSITY
FUTURE-GEN PORTFOLIO PIPELINE TARGET
OwnershipJoint VenturePPA
HydroNI/SI
WindNINI
Solar
GeoNI
ThermalNI
Current
Future-gen

12.
GENESIS ENERGY LIMITED GREEN BOND OFFER
Varied scenarios trend towards 96% to 98% renewable by 2030
1. MixofPower Purchase Agreements (PPA)andsolardevelopment
Outputs
Balanced
Demand growth from EV
and industrials are evenly
metbycommerciallyviable
renewablesalongwithsteady
thermaldisplacement.
RegulatedRenewables
An incentivisedrenewable
uptake with a goal of 100%
renewableleadingtoincreased
periods of over and under
supply.
Pressurecooker
Faster than anticipated
demand growth with
development constraints,
leads to slower renewable
growth and displacing less
thermal.
Oversupply
Tiwaiclosurecauses
oversupply of low cost energy
and incentivises large scale
demandresponse.
NZrenewablesmix,%
88%95%97%88%95%98%87%92%96%88%96%98%
Totalmarket
generation,TWh
Geothermal
Hydro
SolarThermal
Wind
Renewables added to
GenesisPortfolio
1
,TWh
Huntlyemissions,ktCO
2
202220252030202220252030
202220252030
202220252030

13.
GENESIS ENERGY LIMITED GREEN BOND OFFER
A highly renewable market will require peaking capacity and
seasonal storage -market settings may need to adapt
•More than 750MW of peaking capacity is required in less than 1% of
hours in typical hydrology (50th percentile) to maintain security of
supply.
•1650GWh of energy storage is drawn on 40% of the time in dry years
(5th percentile) compared with 700GWh in normal years (50th
percentile).
A highly renewable
1
grid draws on backup generation to cover
infrequent peak capacity needs and dry-year firming
Near 100% renewable, spill makes further renewable build a
costly way to displace remaining thermal
0
1000
2000
3000
4000
5000
92%94%96%98%100%
Volumes (GWh)
Modelled system renewable generation contribution
Renewables addedThermalSpill
•New renewables start to contribute more to spill than future
displacement of thermal generation.
•The system can reach 98% renewable where approximately
700GWh of backup generation is used on average.
0
200
400
600
800
1000
1200
1400
1600
1800
051015202530354045
Dispatched generation MW
% of the year
5th Percentile Dry Hydro50th Percentile Hydro95th Percentile Wet Hydro
Dry year Energy Requirement
Winter Capacity
requirement on low
renewable days
1. Simulated 2030 market conditions under ‘Balanced’ scenario.

14.
GENESIS ENERGY LIMITED GREEN BOND OFFER
Genesis is considering what further long-term carbon
reduction commitments we can make
•Genesis has committed to a 1.5 degree
Science-Based Target
1
by 2025, which will
reduce emissions by at least 1.2 million
tonnes by FY25
2
.
•Our Future-gen strategy aims to reduce
emissions through to 2030, consistent with a
net-zero pathway.
•Genesis is considering making a further
longer term carbon commitment. This could
include a goal of net-zero emissions by
2040.
•We will only make a commitment if we have
strategies in place to achieve this goal.
•Any commitment would be externally verified
and adhere to global standards, such as the
SBTi.
SCOPE 1 EMISSIONS -GENERATION INTENSITY (MEAN YEAR)
SCOPE 3 EMISSIONS (MtCO
2
)
1
Validated by the SBTi, a global partnership that provides a clearly defined path to
reduce emissions in line with the Paris Agreement goals.
2
To reduce absolute scope 1 and 2 GHG emissions 36% by FY25 from a FY20
base year and to reduce absolute scope 3 emissions from use of sold products
21% by FY25 from a FY20 base year.

15.
GENESIS ENERGY LIMITED GREEN BOND OFFER
Regulatoryenvironment creates an opportunity for business,
Government and regulators to collectively shapea low carbon
energy system
Potential
Opportunities
Regulatory
Reviews
EA:Reviewofwholesalemarketcompetition
•Found offer prices generally reflected underlying
conditions.
•Focus on the Tiwaicontracts between Meridian, Contact
andNZAluminiumSmelters.
EA:DryYearReview
•Found the system worked largely as intended, but
highlightedroom for improvement in policies and
communication toprovidegreatercertainty during
fuel scarcity.
MBIE: NZ battery project
•Work programme identifying renewable optionsto
provide dry year back-up to New Zealand.
•Genesis is engaging with the Government, including
regarding the future of Huntly and opportunities in
conversion of Rankinesto run on biomass
EA:ReviewsfollowingAugust2021outage
•Highlighted the importance of security of supply and
resilienceof ourenergy system.
•EAstatedthatactionstakenbyGenesiswerereasonably
open to Genesis and did not threaten confidence in, or
theintegrity of themarket.
GIC:Gasmarketsettingsinvestigation
•Highlighted need for further upstream investment to
ensuresecuresupplylater inthedecade.
MfE Emissions Reductions Plan
•Delivered in 2022 determining the policy plans to meet
carbon budgets.
•An energy strategy is to be developed (MBIE) setting
out how the sector will navigate the transition.

Sustainable Finance
Framework

GENESIS ENERGY LIMITED GREEN BOND OFFER
17.
Overview of the Sustainable Finance Framework
Established by Genesis in November 2021.
•Genesis’SustainableFinanceFramework(SustainableFinance
Framework)setsouttheprocessbywhichGenesisintendstoissueand
managebondsandloans(SustainableDebt)onanongoingbasistosupport
Genesis’sustainabilityobjectives,tocontributetowardstheUnitedNation’s
SustainableDevelopmentGoals,andtocreatepositiveenvironmentaland
socialoutcomes(SustainabilityGoals).
•ThroughtheSustainableFinanceFramework,Genesiswillaimtoleadthe
industry’sresponsetohelpingNewZealandachieveitsnet-zeroemissions
goals,addresssocialchallengesandprovideamechanismforinvestorsto
contributecapitaltoachievetheirSustainabilityGoals.
•TheSustainableFinanceFrameworkisconsistentwiththeapplicable
sustainablefinanceprinciplesandguidelinesissuedbytheInternational
CapitalMarketAssociationandtheAsiaPacificLoanMarketAssociation
(togethertheMarketStandards).TheMarketStandardsarevoluntaryand
acceptedasbestpracticeforissuanceandmanagementofSustainableDebt
intheglobalcapitalmarkets.
A copy of the Sustainable Finance Framework is available on Genesis’ website. This can be
found at www.genesisenergy.co.nz/investors/reports-and-presentations

18.
GENESIS ENERGY LIMITED GREEN BOND OFFER
35% of facilities linked to sustainable assets and outcomes
First NZ company to have a Framework, loan and bond aligned to the Climate Transition Finance Handbook
•Genesis partnered with Westpac to develop its Sustainable Finance Framework. This was released in November 2021.
•Genesis has enteredintothree Sustainability-Linked Loans, where Genesis commits to meeting sustainability targets in order to
receive a discount on interest costs. This includes Genesis’ 1.5°C degree Science-Based emissions reduction target, an
emissions reduction goal that we believe is the largest of any Sustainability-Linked Loan in New Zealand.
•As at28 February 2022 Genesis has $575m of bonds and bank debt facilities under its Sustainable Finance Framework and
expects to extend this in the second half of FY22.
DECEMBER2020NOVEMBER/
DECEMBER2021
JANUARY2022MARCH2022
Genesiscommitstoanambitious
1.5°C Science Basedcarbon
reductiontarget(SBTi)
SustainableFinance
FrameworkReleased
$250mSustainability
LinkedLoans
Green designation of $100m
Senior Bonds
$225m of Capital
Bondsdesignatedas
GreenCapitalBonds
Green Bond offer
$75m to $125m

GENESIS ENERGY LIMITED GREEN BOND OFFER
19.
Pillars of the Sustainable Finance Framework
Management & Governance
In accordance with Genesis’ Sustainable Finance Framework, Genesis intends to notionally allocate an amount equal to the
proceeds of its green bonds and green loans to finance or refinance renewable energy assets, or other projects, assets and/or
activities, that meet the eligibility criteria set out in the Framework (Eligible Assets).
Genesis has established processes to ensure that Eligible Assets are properly identified and assessed to ensure compliance
with the Sustainable Finance Framework. The processes include Genesis’ Sustainable Financing Committee holding
responsibility for the Eligible Asset evaluation and selection process, as well as monitoring compliance with the Sustainable
Finance Framework and the relevant Market Standards. The Committee consists of representatives from Financial Control,
Treasury, Risk Assurance and Sustainability.
As at the date of this Presentation, the assets included in the Eligible Asset Register are renewable energy generation
assets, including hydro-electricity and wind energy.
Genesis maintains a register of Eligible Assets that outlines (among other things) the current book value and allocation of
green debt proceeds.
Genesis intends to maintain a balance of Eligible Assets that have an aggregate book value which is at least equal to the
aggregate green debt proceeds of all outstanding green bonds and green loans issued by Genesis.
Genesis will provide annual update reports to investors that cover allocation reporting, eligibility reporting, and impact
reporting.
Use of
Proceeds
Selection of
Eligible
Assets
Management
of Proceeds
Reporting

GENESIS ENERGY LIMITED GREEN BOND OFFER
20.
HydroelectricityAsset Value $m
(30 June 2021)
Rangipo
1,363.9
Tokaanu
Mangaio
Tuai
486.2
Piripaua
Kaitawa
Tekapo A
994
Tekapo B
WindAsset Value $m
(30 June 2021)
HauNui5.7
Total Eligible
Assets ($m)
2,850
TotalValue ($m)
Total Eligible Assets Value2,850
Total Green Debt Values300
Surplus Eligible Assets2,550
Eligible Asset Ratio9.5x
1
Green Debt InstrumentGreen Debt Value ($m)
GNE060 (prospective
Green Bond issuance)
75
1
GNE040 225
2
Total Green Debt
3
300
The full Eligible Asset Register (last published in November 2021 and to be reviewed annually), including eligibility assessment, can be found at www.genesisenergy.co.nz/investors/reports-and-presentations.
1. If Genesis accepts oversubscriptions of $50m the Eligible Asset Ratio will drop to 8.1x.
2.GNE040 was designated as Green Capital Bonds effective from 28 January 2022.
3. Total Green Debt excludes Genesis’ existing senior green bonds (GNE030) which are due to mature 18 March 2022.
Eligible Asset Register

GENESIS ENERGY LIMITED GREEN BOND OFFER
21.
External Review
GenesisobtainedPre-IssuanceverificationfromDNVBusiness
AssuranceAustraliaPtyLtd(DNV)thatconcludesthatinDNV’s
opinionthattheSustainableFinanceFrameworkandEligibleAsset
RegisterarealignedwiththeGreenBondPrinciplesandthe
ClimateTransitionFinanceHandbook.
The Second Party Opinion can be found at:
www.genesisenergy.co.nz/investors/reports-and-presentations
Atleastoncepost-issuanceoftheGreenBonds(orannuallyif
Genesisdeemsnecessary),Genesisintendstoseekexternal
reviewfromanindependentandrecognisedsustainablefinance
verifierofanyupdatereportissuedbyGenesisregardingalignment
oftheGreenBondswiththeGreenBondPrinciplesandthe
SustainableFinanceFramework.
Post
Issuance
Assurance or
Verification
Pre Issuance
Verification

Financial
Performance

23.
GENESIS ENERGY LIMITED GREEN BOND OFFER
HY22 Financial Summary
KEY FINANCIAL COMPARISONS
1
1
Due to the Implementation of IFRIC agenda decision on Configuration and Customisation costs incurred in implementing Software-as-a-Service, HY21 and FY21 comparable financials have been restated in this presentation. As a result, prior comparable
period (pcp) metrics may also have changed.
2
Underlying earnings is net profit after tax (NPAT) adjusted to exclude transactions which do not relate to the current operatingperformance of the business, refer to note A1 of condensed consolidated interim financial statements for reconciliation to NPAT.
3
Inventory prior comparison period is against the period ending 30 June 2021.
4
Controllable operating expenses refer to Employee Benefits plus Other Operating Expenses.
5
Free Cash Flow represents EBITDAF less cash tax paid, net interest costs and stay in business capital expenditure. Net interest costs is interest and other finance charges paid,less interest received.
6
Capital Expenditure amounts differ from amounts stated in the financial statements due to exclusion of capital expenditure relating to Huntly Unit 5’s Long Term Maintenance Agreement (LTMA).
7
Net Debt and interim dividends are shown on a separate scale to other financial comparisons. Net Debt prior comparison periodisagainst the period ending 30 June 2021. Interim Dividend stated in cps.
-2.6%+ 62.9%+ 1.0%+ 8.0%-15.4%-3.4%+ 1.2%+ 4.5%-49.5%+ 97.4%
$ millions

24.
GENESIS ENERGY LIMITED GREEN BOND OFFER
Capital invested for efficiency and long term resilience
Stay in business capital
2
of $25.5m includes:
Long term investment to improve the reliability and efficiency of
generation assets. This included:
•$1.5m invested in the ongoing Tekapo B runner upgrade
project. The overhaul of both turbine runners will result in 2.5%
improved efficiency for the 800GWh station.
•$4.2m invested in the Huntly Rankine units and to ensure long-
term continued reliability of New Zealand’s thermal back-up.
•Commenced the overhaul of the Piripauapower station
generators. Investment is expected to increase efficiency by
3.3% for the 42MW station.
Growth capital includes:
•Successful completion of the inlet compression at Kupe,
ensuring continued gas resilience and a return to full
production capability of 77TJ/day.
•Investing to grow customer loyalty and reduce churn through
our successful Power Shout programme.
•$1.7m invested in supporting new LPG customers and other
growth initiatives.
CAPITAL EXPENDITURE
1
CAPITAL EXPENDITURE
1
1
Capital expenditure excludes M&A activities.
2
Stay in Business capital expenditure includes an additional $1.9m which reflects payments made during the
period regarding LTMA contract.
3
HY21 and FY21 Capital have been restated for the impact of IFRIC agenda decision on Software as a Service
configuration and customisation costs (HY21: $1.3m, FY21: $4.2m).
4
Capital expenditure amounts differ from amounts stated in the financial statements due to exclusion of capital
expenditure relating to Huntly U5’s Long Term Maintenance contract (LTMA) HY22: $3.4m
$ MILLIONS
$ MILLIONS

25.
GENESIS ENERGY LIMITED GREEN BOND OFFER
Capital structure and debt profile
GENESIS DEBT PROFILE AT 31 DECEMBER 2021
•$545million of bank facilities (including $250 million of sustainability
linked loans) were undrawn and $195million of Commercial Paper was
on issue at 31 December 2021. The Commercial Paper matures within
90 days.
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
FY22
Q3
FY22FY23FY24FY25FY26FY27FY28FY29FY47FY49
$m
Commercial PaperWholesale DomesticDrawn Bank
Undrawn BankUndrawn SLLCapital Bonds
Green BondsUSPP
Q4
NET DEBT/EBITDAF RATIO FALLING TO TARGET BAND
•S&P reaffirmed BBB+ credit rating in February 2022.
•Net debt has increased due to increased inventory and FY21 arbitration
costs paid in HY22. Debt/EBITDAF is lower due to higher expected
earnings in FY22.
•A 7-year $100 million wholesale bond was issued in December 2021 at
a rate of 3.65%, demonstrating ongoing debt investor appetite.
1
S&P Global Ratings make a number of adjustments to Net Debt and EBITDAF for the purpose of
calculating credit metrics. The most significant of these is the 50% equity treatment attributed to the Capital
Bonds. In FY21 S&P added back the EBITDAF related to prior year arbitration impact.
2
HY22 Net Debt/EBITDAF is based on Net Debt at 31 December 2021 and the mid-point of FY22 EBITDAF
guidance of $435 million.

Key Terms and Dates

GENESIS ENERGY LIMITED GREEN BOND OFFER
27.
Key Terms
Issuer
Genesis
Description
The Green Bonds are fixed-rate unsecured, unsubordinated green bonds of Genesis
Issue Amount
Up to NZ$75,000,000 (with the ability to accept oversubscriptions of up to an additional NZ$50,000,000 at Genesis' discretion)
Term
6 years, maturing Tuesday, 14 March 2028
Interest Rate
The Interest Rate will be set on the Rate Set Date as being equal to the Base Rate plus the Margin, subject to a minimum Interest Rate of 4.00 per cent per
annum
The Interest Rate will be announced by Genesis via NZX on or shortly after the Rate Set Date
Indicative Margin
1.05 to 1.20 per cent per annum
Interest payments
Semi-annually in arrear in equal amounts
Credit rating
Issuer credit rating: BBB+ (stable) (S&P Global Ratings)
Expected credit rating for Green Bonds: BBB+ (S&P Global Ratings)
Minimum Application Amount
And Minimum Holding
Minimum application of NZ$5,000 with multiples of NZ$1,000 thereafter
Quotation
Genesis will take any necessary steps to ensure that the Green Bonds are, immediately after issue, quoted on the NZX Debt Market. Application has been
made to NZX for permission to quote the Green Bonds on the NZX Debt Market and all the requirements of NZX relating thereto thatcan be complied with on
or before the distribution of this Presentation have been duly complied with. However, NZX accepts no responsibility for any statement in this Presentation. NZX
is a licensed market operator, and the NZX Debt Market is a licensed market under the FMCA
NZX Debt Market Ticker Code
GNE060

GENESIS ENERGY LIMITED GREEN BOND OFFER
28.
Key Terms
Use of Green Bond Proceeds
In accordance with Genesis' Sustainable Finance Framework, Genesis intends to notionally allocate an amount equal to the proceeds of the Green Bonds to
finance or refinance renewable energy assets, or other projects, assets and/or activities, that meet the eligibility criteriaset out in the Sustainable Finance
Framework (Eligible Assets). Consistent with this, Genesis will apply the net proceeds of this offer to repay existing debt.
In accordance with the Sustainable Finance Framework, Genesis intends to:
•maintain a balance of Eligible Assets that have an aggregate book value which is at least equal to the aggregate proceeds of allits outstanding green bonds
and/or green loans (including the Green Bonds issued under this offer); and
•maintain a register that outlines (among other things) the current value of Eligible Assets and the notional allocation of proceeds (including an amount equal
to the proceeds of the Green Bonds issued under this offer).
A copy of the Sustainable Finance Framework is available on Genesis' website at www.genesisenergy.co.nz/investors/reports-and-presentations.
Guarantee
The Green Bonds benefit from the guarantee provisions contained in the negative pledge deed dated 12 August 2004 (as amended from time to time)
(Negative Pledge Deed) and a subsidiary guarantee dated 1 March 2022. Under these guarantee provisions, each Guaranteeing Subsidiary guarantees the
due and punctual payment of all amounts payable by Genesis to Green Bondholders in respect of the Green Bonds. There are no limits on the obligations of
the Guaranteeing Subsidiaries in respect of the amounts owing under the guarantee. The guarantee is unsecured.
As at the date of this Presentation, Kupe Venture Limited is the only Guaranteeing Subsidiary.
Negative Pledge
Under the Negative Pledge Deed, each member of the Guaranteeing Group agrees that it will not create, or permit to subsist, any security over the whole or any
part of its assets, except in certain limited circumstances set out in the Negative Pledge Deed.
Ranking
The Green Bonds rank equally and without preference among themselves and equally with any other unsecured unsubordinated indebtedness of Genesis
(except indebtedness preferred by law).
No Event of Default
in relation to the Sustainable
Finance Framework or the
Green Bond Principles
If:
−Genesis fails to allocate the proceeds of the Green Bonds as described in the Terms Sheet and the Sustainable Finance Framework;
−Genesis fails to comply with the Sustainable Finance Framework in any other way;
−the Green Bonds cease to satisfy the Green Bond Principles (including, without limitation, as a result of an amendment to theGreen Bond Principles); or
−Genesis fails to notify Green Bondholders that the Green Bonds cease to comply with the Sustainable Finance Framework or the Green Bond Principles,
then, although it is possible that the Green Bonds may lose their green classification:
−no Event of Default will occur in relation to the Green Bonds; and
−neither the Green Bondholders nor Genesis will have any right for the Green Bonds to be repaid early.

GENESIS ENERGY LIMITED GREEN BOND OFFER
29.
Key Dates
Opening DateTuesday, 1 March 2022
Closing Date11.00am, Friday, 4 March 2022
Rate Set DateFriday, 4 March 2022
Issue DateMonday, 14 March 2022
Expected Date of Initial Quotation on NZX Debt MarketTuesday, 15 March 2022
Interest Payment Dates
14 March and 14 September of each year up to and including the Maturity
Date.
The first Interest Payment Date will be 14 September 2022
Maturity DateTuesday, 14 March 2028

GENESIS ENERGY LIMITED GREEN BOND OFFER
30.
Non-GAAP Measures
EBITDAF (Earnings before net finance expense, income tax, depreciation, depletion, amortisation, impairment, fair value changes,
and other gains and losses) is a non GAAP (generally accepted accounting practice) financial measure. It is commonly used within
the electricity industry (including internally by Genesis' management) as a measure of performance as it shows the level of earnings
before impact of gearing levels and non-cash charges such as depreciation and amortisation. It may be useful to investors for these
reasons. The EBITDAF shown in Genesis' financial statements (and used in this Presentation) has been audited for June balance
dates and reviewed by the external auditor for half year numbers. Genesis' financial statements (available at
www.genesisenergy.co.nz/investors/reports-and-presentations) include a reconciliation to net profit after tax.

Investor relations enquiries
Tim McSweeney
GM Investor Relations & Market Risk
+64 27 200 5548

---

Genesis Energy Limited
Fixed Rate Green Bonds
Maturing March 2028
Indicative
Terms Sheet
Arranger, Green Bond
Coordinator and Joint
Lead Manager
Joint Lead
Manager

1 March 2022
This terms sheet (Terms Sheet) sets out the key terms
of the offer by Genesis Energy Limited (Genesis)
of up to NZ$75,000,000 (with the ability to accept
oversubscriptions of up to an additional NZ$50,000,000
at Genesis’ discretion) of 6-year fixed-rate unsecured,
unsubordinated green bonds maturing on 14 March 2028
(Green Bonds). The Green Bonds will be issued under a
master trust deed dated 25 November 2008 (as amended
from time to time) as modified and supplemented by a
supplemental trust deed dated 1 March 2022 entered
into between Genesis as issuer and Trustees Executors
Limited as supervisor (Supervisor) (together, the
Bond Trust Documents). Unless the context otherwise
requires, capitalised terms used in this Terms Sheet
have the same meaning given to them in the Bond Trust
Documents.
Important notice
The offer of Green Bonds by Genesis is made in reliance
upon the exclusion in clause 19 of schedule 1 of the
Financial Markets Conduct Act 2013 (FMCA).
The offer contained in this Terms Sheet is an offer
of green bonds that have identical rights, privileges,
limitations and conditions (except for the interest rate
and maturity date) as Genesis’ NZ$100,000,000 fixed-
rate unsecured, unsubordinated green bonds maturing
on 18 March 2022 (with a fixed interest rate of 4.14% per
annum), which are currently quoted on the NZX Debt
Market under the ticker code GNE030 (GNE030 Bonds).
Accordingly, the Green Bonds are of the same class as
the GNE030 Bonds for the purposes of the FMCA and
the Financial Markets Conduct Regulations 2014 (FMC
Regulations).
Genesis Energy Limited
Indicative Terms Sheet
Genesis is subject to a disclosure obligation that
requires it to notify certain material information to NZX
Limited (NZX) for the purpose of that information being
made available to participants in the market and that
information can be found by visiting www.nzx.com/
companies/GNE/announcements.
The GNE030 Bonds are the only debt securities of
Genesis that are in the same class as the Green Bonds
and are currently quoted on the NZX Debt Market.
Investors should look to the market price of the GNE030
Bonds to find out how the market assesses the returns
and risk premium for those bonds.
Other information
The dates set out in this Terms Sheet are indicative
only and Genesis, in conjunction with the Joint Lead
Managers, may change the dates set out in this Terms
Sheet. Genesis has the right in its absolute discretion
and without notice to close the offer early, to extend the
Closing Date (subject to the NZX Listing Rules), or to
choose not to proceed with the offer. If the Closing
Date is changed, other dates (such as the Issue Date,
the Maturity Date and the Interest Payment Dates) may
be changed accordingly.
Copies of the Bond Trust Documents will be made
available by Genesis for inspection during usual business
hours at Genesis’ registered office listed on the final
page of this Terms Sheet (or such office as Genesis
may notify the holders of the Green Bonds (Green
Bondholders) from time to time).
Investors should seek qualified, independent financial
and taxation advice before deciding to invest.
For further information regarding Genesis,
visit www.nzx.com/companies/GNE.

1

IssuerGenesis Energy Limited (Genesis).
DescriptionThe Green Bonds are fixed-rate unsecured, unsubordinated green bonds
of Genesis.
Issue AmountUp to NZ$75,000,000 (with the ability to accept oversubscriptions of up to
an additional NZ$50,000,000 at Genesis' discretion).
The offer is not underwritten.
Te r m6 years, maturing Tuesday, 14 March 2028.
Opening Date Tuesday, 1 March 2022.
Closing Date11.00am on Friday, 4 March 2022.
Rate Set DateFriday, 4 March 2022.
Issue DateMonday, 14 March 2022.
Maturity DateTuesday, 14 March 2028.
Principal AmountNZ$1.00 per Green Bond.
Credit Ratings
Issuer credit rating: BBB+ (S&P Global Ratings)
Expected credit rating for Green Bonds: BBB+ (S&P Global Ratings)
Genesis’ current Issuer Credit Rating includes a one-notch uplift from the
company’s stand-alone credit profile of ‘bbb’, reflecting the legislated
majority ownership by the Crown. The Crown does not guarantee the Green
Bonds and is under no obligation to provide financial support to Genesis.
A credit rating is not a recommendation by any rating organisation to buy,
sell or hold Green Bonds. The above credit ratings are current as at the
date of this Terms Sheet and may be subject to suspension, revision or
withdrawal at any time by S&P Global Ratings.
Use of Green Bond ProceedsIn accordance with Genesis' Sustainable Finance Framework dated
November 2021 (as amended from time to time) (Sustainable Finance
Framework), Genesis intends to notionally allocate an amount equal to the
proceeds of the Green Bonds to finance or refinance renewable energy
assets, or other projects, assets and/or activities, that meet the eligibility
criteria set out in the Sustainable Finance Framework (Eligible Assets).
Consistent with this, Genesis will apply the net proceeds of this offer to
repay existing debt.
In accordance with the Sustainable Finance Framework, Genesis intends to:
- maintain a balance of Eligible Assets that have an aggregate book
value which is at least equal to the aggregate proceeds of all its
outstanding green bonds and/or green loans (including the Green
Bonds issued under this offer); and
- maintain a register that outlines (among other things) the current book
value of Eligible Assets and the notional allocation of proceeds
(including an amount equal to the proceeds of the Green Bonds issued
under this offer).
A copy of the Sustainable Finance Framework is available on Genesis’
website at www.genesisenergy.co.nz/investors/reports-and-presentations.
2

Alignment with the
Green Bond Principles
In accordance with the Sustainable Finance Framework, Genesis has
processes in place to identify and evaluate its Eligible Assets and manage
the allocation of the proceeds of the Green Bonds in accordance with
the Green Bond Principles published by the International Capital Market
Association (ICMA) and dated June 2021 (Green Bond Principles).
DNV Business Assurance Australia Pty Ltd has provided a second party
opinion on the alignment of the Sustainable Finance Framework, the
GNE030 Bonds and the existing Eligible Assets (based on valuations as
at 30 June 2021) to the Green Bond Principles, as well as alignment to
the Climate Transition Finance Handbook 2020, as published by ICMA.
A copy of that second party opinion is available on Genesis’ website
at www.genesisenergy.co.nz/investors/reports-and-presentations.
At least once post-issuance of the Green Bonds (or annually if Genesis
deems necessary), Genesis intends to seek an external review from an
independent and recognised sustainable finance verifier of any update
report issued by Genesis regarding alignment of the Green Bonds with the
Green Bond Principles and the Sustainable Finance Framework.
No Event of Default in relation
to the Sustainable Finance
Framework or the Green
Bond Principles
If:
- Genesis fails to allocate the proceeds of the Green Bonds as described
in this Terms Sheet and the Sustainable Finance Framework;
- Genesis fails to comply with the Sustainable Finance Framework in any
other way;
- the Green Bonds cease to satisfy the Green Bond Principles (including,
without limitation, as a result of an amendment to the Green Bond
Principles); or
- Genesis fails to notify Green Bondholders that the Green Bonds cease
to comply with the Sustainable Finance Framework or the Green Bond
Principles,
then, although it is possible that the Green Bonds may lose their green
classification:
- no Event of Default will occur in relation to the Green Bonds; and
- neither the Green Bondholders nor Genesis will have any right for the
Green Bonds to be repaid early.
Interest RateThe Interest Rate will be set on the Rate Set Date as being equal to the Base
Rate plus the Margin, subject to a minimum Interest Rate of 4.00 per cent
per annum.
The Interest Rate will be announced by Genesis via NZX on or shortly after
the Rate Set Date.
Indicative Margin1.05 to 1.20 per cent per annum.
MarginThe Margin (which may be above or below the Indicative Margin range) will
be determined by Genesis in consultation with the Joint Lead Managers
following a bookbuild process and announced via NZX on or shortly after
the Rate Set Date.
Base RateThe semi-annual mid-market rate for an interest rate swap of a term
matching the period from the Issue Date to the Maturity Date as calculated
by the Arranger in consultation with Genesis, according to market
convention, with reference to Bloomberg page 'ICNZ4' (or any successor
page) on the Rate Set Date (rounded to 2 decimal places, if necessary, with
0.005 being rounded up).
Interest PaymentsSemi-annually in arrear in equal amounts.
3

Interest Payment Dates14 March and 14 September of each year up to and including the Maturity
Date.
The first Interest Payment Date will be 14 September 2022.
Payment of InterestInterest will be payable on an Interest Payment Date to the Green
Bondholder as at the Record Date immediately preceding the relevant
Interest Payment Date.
Record DateThe Record Date for Interest Payment Dates (other than the final Interest
Payment Date) is 5.00pm on the tenth calendar day before the relevant
Interest Payment Date or, if that day is not a Business Day, the immediately
preceding Business Day.
The Record Date for the Maturity Date and the final Interest Payment Date
is 5.00pm on the fifth calendar day before the Maturity Date and final
Interest Payment Date or, if that day is not a Business Day, the immediately
preceding Business Day.
Business DaysA day (other than a Saturday or Sunday) on which registered banks are
generally open for business in Auckland and Wellington.
If an Interest Payment Date or the Maturity Date falls on a day that is not a
Business Day, the due date for any payment to be made on that date will be
the next following Business Day.
RankingThe Green Bonds rank equally and without preference among themselves
and equally with any other unsecured, unsubordinated indebtedness of
Genesis (except indebtedness preferred by law).
GuaranteeThe Green Bonds benefit from the guarantee provisions contained in the
negative pledge deed dated 12 August 2004 (as amended from time to
time) (Negative Pledge Deed) and a subsidiary guarantee dated 1 March
2022. Under these guarantee provisions, each Guaranteeing Subsidiary
guarantees the due and punctual payment of all amounts payable by
Genesis to Green Bondholders in respect of the Green Bonds. There are no
limits on the obligations of the Guaranteeing Subsidiaries in respect of the
amounts owing under the guarantee. The guarantee is unsecured.
As at the date of this Terms Sheet, Kupe Venture Limited is the only
Guaranteeing Subsidiary.
EBITDA Coverage RatioUnder the Bond Trust Documents and the Negative Pledge Deed, Genesis
must ensure that EBITDA of the Guaranteeing Group exceeds 85% of
EBITDA of the Consolidated Group in respect of the 12 month period ending
on 30 June and 31 December in each year.
As at the date of this Terms Sheet, Genesis and Kupe Venture Limited are
the only members of the Guaranteeing Group.
Negative PledgeUnder the Negative Pledge Deed, each member of the Guaranteeing Group
agrees that it will not create, or permit to subsist, any security over the
whole or any part of its assets, except in certain limited circumstances set
out in the Negative Pledge Deed.
Event of DefaultUpon the occurrence of an Event of Default as set out in the Bond Trust
Documents, the Supervisor may in its discretion, and it must, upon being
directed to do so by an extraordinary resolution of Green Bondholders,
declare the principal amount, all accrued interest and any other amounts
due and payable on the Green Bonds to be immediately due and payable.
You should refer to the Bond Trust Documents for a description of the
specific events which constitute Events of Default.
4

Further IndebtednessGenesis and the Guaranteeing Subsidiaries may incur finance debt
(including, without limitation, bank debt, new bonds or new US private
placement notes) without the consent of Green Bondholders.
Early RepaymentOther than following an Event of Default, Green Bondholders have no right
to require Genesis to redeem the Green Bonds prior to the Maturity Date.
Genesis does not have the right to redeem the Green Bonds early.
Minimum Application Amount
and Minimum Holding
Minimum application of NZ$5,000 with multiples of NZ$1,000 thereafter.
Transfer RestrictionsAs a Green Bondholder, you may only transfer Green Bonds if the transfer
is in respect of Green Bonds having an aggregate Principal Amount that is
an integral multiple of NZ$1,000. However, Genesis will not register any
transfer of Green Bonds if the transfer would result in the transferor or the
transferee holding or continuing to hold Green Bonds with an aggregate
Principal Amount of less than NZ$5,000, unless the transferor would then
hold no Green Bonds.
QuotationGenesis will take any necessary steps to ensure that the Green Bonds are,
immediately after issue, quoted on the NZX Debt Market. Application has
been made to NZX for permission to quote the Green Bonds on the NZX
Debt Market and all the requirements of NZX relating thereto that can
be complied with on or before the distribution of this Terms Sheet have
been duly complied with. However, NZX accepts no responsibility for any
statement in this Terms Sheet. NZX is a licensed market operator, and the
NZX Debt Market is a licensed market under the FMCA.
NZX Debt Market Ticker CodeGNE060.
Expected Date of Initial Quotation
on NZX Debt Market
Tuesday, 15 March 2022.
ISINNZGNEDG006C0.
Repo-eligibilityGenesis intends to apply to the Reserve Bank of New Zealand for the Green
Bonds to be included as eligible securities for domestic market operations.
Who May Apply for Green BondsAll of the Green Bonds (including oversubscriptions) are reserved for
subscription by clients of the Joint Lead Managers, institutional investors
and other Primary Market Participants invited to participate in the
bookbuild.
There will be no public pool for the Green Bonds.
Retail investors should contact a Joint Lead Manager, their financial adviser
or any Primary Market Participant for details on how they may acquire
Green Bonds. You can find a Primary Market Participant by visiting
www.nzx.com/services/market-participants.
Each investor’s broker or financial adviser will be able to advise them as
to what arrangements will need to be put in place for the investor to trade
the Green Bonds including obtaining a common shareholder number
(CSN), an authorisation code (FIN) and opening an account with a Primary
Market Participant, as well as the costs and timeframes for putting such
arrangements in place.
Governing LawNew Zealand.
Arranger and Green Bond
Coordinator
Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New
Zealand branch) (Westpac).
Joint Lead ManagersCraigs Investment Partners Limited and Westpac.
5

SupervisorTrustees Executors Limited.
Registrar and Paying AgentComputershare Investor Services Limited.
Selling RestrictionsThe selling restrictions set out in the Schedule to this Terms Sheet apply.
Singapore Securities and Futures
Act Product Classification
Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and
309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore), as
modified or amended from time to time (the SFA), Genesis has determined,
and hereby notifies all relevant persons (as defined in Section 309A of
the SFA) that the Green Bonds are “prescribed capital markets products”
(as defined in the Securities and Futures (Capital Markets Products)
Regulations 2018).
6

Issuer
Genesis Energy Limited
155 Fanshawe Street
Auckland 1010
Supervisor
Trustees Executors Limited
Level 5, 10 Customhouse Quay
Wellington 6011
Registrar
Computershare Investor Services Limited
159 Hustmere Road, Takapuna
Private Bag 92119
Auckland 1142
Arranger, Green Bond Coordinator
and Joint Lead Manager
Westpac Banking Corporation
(ABN 33 007 457 141)
(acting through its New Zealand branch)
Level 8, 16 Takutai Square
Auckland 1010
Joint Lead Manager
Craigs Investment Partners Limited
Level 32, Vero Centre
48 Shortland Street
Auckland 1010
Address Details
7

Part A – Initial Selling Restrictions
If sold in New Zealand, the Green Bonds may only be
offered in New Zealand in conformity with all applicable
laws and regulations in New Zealand. In respect of the
initial offer of the Green Bonds by Genesis under this
Terms Sheet (Initial Offer), no Green Bonds may be
offered in any other country or jurisdiction except in
conformity with all applicable laws and regulations of
that country or jurisdiction and the applicable selling
restrictions set out below in this Part A. This Terms Sheet
may not be published, delivered or distributed in or from
any country or jurisdiction except under circumstances
which will result in compliance with all applicable laws
and regulations in that country or jurisdiction and the
applicable selling restrictions set out below in this Part
A. For the avoidance of doubt, the selling restrictions
set out below in this Part A apply only in respect of the
Initial Offer.
United States of America
The Green Bonds have not been and will not be
registered under the Securities Act of 1933, as amended
(Securities Act) and may not be offered or sold within
the United States or to, or for the account or benefit
of, U.S. persons (as defined in Regulation S under the
Securities Act (Regulation S)). No person may engage in
any directed selling efforts (as defined in Regulation S)
in relation to the Green Bonds, and persons must comply
with the offering restrictions in Regulation S.
The Green Bonds will not be offered or sold within the
United States or to, or for the account or benefit of,
U.S. persons (i) as part of their distribution at any time,
or (ii) otherwise until 40 days after the completion of
the distribution of all Green Bonds, as determined and
certified by the Joint Lead Managers. Any Green Bonds
sold to any distributor, dealer or person receiving a
selling concession, fee or other remuneration during the
distribution compliance period require a confirmation or
notice to the purchaser at or prior to the confirmation of
the sale to substantially the following effect:
“The Green Bonds covered hereby have not been
registered under the United States Securities Act of
1933, as amended (the Securities Act) or with any
securities regulatory authority of any state or other
jurisdiction of the United States and may not be offered
or sold within the United States, or to or for the account
Schedule - Selling
Restrictions
or benefit of, U.S. persons (i) as part of their distribution
at any time or (ii) otherwise until 40 days after the later
of the commencement of the offering of the Green
Bonds and the closing date. Terms used above have the
meaning given to them by Regulation S.”
Member States of the European
Economic Area
In relation to each Member State of the European
Economic Area, no Green Bonds have been offered and
no Green Bonds will be offered that are the subject of
the offering contemplated by this Terms Sheet in relation
thereto to the public in that Member State except that
an offer of Green Bonds to the public in the Member
State may be made:
(a) to any legal entity which is a qualified investor as
defined in the EU Prospectus Regulation;
(b) to fewer than 150 natural or legal persons (other
than qualified investors as defined in the EU
Prospectus Regulation) subject to obtaining the
prior consent of the relevant Joint Lead Manager
and/or Joint Lead Managers nominated by
Genesis for any such offer; or
(c) in any other circumstances falling within Article 1(4)
of the EU Prospectus Regulation, provided that no
such offer of the Green Bonds shall require Genesis
or any Joint Lead Managers to publish a prospectus
pursuant to Article 3 of the EU Prospectus
Regulation or supplement a prospectus pursuant to
Article 23 of the EU Prospectus Regulation.
For the purposes of this provision, the expression an
offer of the Green Bonds to the public in relation
to any Green Bonds in any Member State means the
communication in any form and by any means of
sufficient information on the terms of the offer and the
Green Bonds to be offered so as to enable an investor
to decide to purchase or subscribe for the Green Bonds
and the expression EU Prospectus Regulation means
Regulation (EU) 2017/1129.
United Kingdom
No Green Bonds have been offered and no Green Bonds
will be offered that are the subject of the offering
contemplated by this Terms Sheet in relation thereto to
the public in the United Kingdom except that an offer of
Green Bonds to the public in the United Kingdom may be
made:
(a) to any legal entity which is a qualified investor as
defined in Article 2 of the UK Prospectus
Regulation;
8

(b) to fewer than 150 natural or legal persons (other
than qualified investors as defined in Article 2 of
the UK Prospectus Regulation) in the United
Kingdom subject to obtaining the prior consent
of the relevant Joint Lead Manager and/or Joint
Lead Managers nominated by Genesis for any
such offer; or
(c) in any other circumstances falling within section
86 of the Financial Services and Markets Act 2000
(FSMA),
provided that no such offer of the Green Bonds shall
require Genesis or any Joint Lead Manager to publish
a prospectus pursuant to section 85 of the FSMA or
supplement a prospectus pursuant to Article 23 of the
UK Prospectus Regulation.
For the purposes of this provision, the expression an
offer of the Green Bonds to the public in relation to
any Green Bonds means the communication in any form
and by any means of sufficient information on the terms
of the offer and the Green Bonds to be offered so as to
enable an investor to decide to purchase or subscribe
for the Green Bonds and the expression UK Prospectus
Regulation means Regulation (EU) 2017/1129 as it forms
part of domestic law by virtue of the European Union
(Withdrawal) Act 2018.
Other regulatory restrictions
No communication, invitation or inducement to engage
in investment activity (within the meaning of section 21
of the FSMA) has been or may be made or caused to be
made or will be made in connection with the issue or sale
of the Green Bonds in circumstances in which section
21(1) of the FSMA applies to Genesis.
All applicable provisions of the FSMA with respect to
anything done in relation to the Green Bonds in, from
or otherwise involving the United Kingdom must be
complied with.
Japan
The Green Bonds have not been and will not be
registered in Japan pursuant to Article 4, Paragraph 1
of the Financial Instruments and Exchange Act of Japan
(Act No. 25 of 1948, as amended, the FIEA) in reliance
upon the exemption from the registration requirements
since the offering constitutes the small number private
placement as provided for in “ha” of Article 2, Paragraph
3, Item 2 of the FIEA. A Japanese Person who transfers
the Green Bonds shall not transfer or resell the Green
Bonds in Japan or to a Japanese person except where
the transferor transfers or resells all the Green Bonds
en bloc to one transferee. For the purposes of this
paragraph, Japanese Person shall mean any person
resident in Japan, including any corporation or other
entity organised under the laws of Japan.
Singapore
Each Joint Lead Manager has acknowledged that this
Terms Sheet has not been registered as a prospectus
with the Monetary Authority of Singapore. Accordingly,
each Joint Lead Manager has represented, warranted
and agreed that it has not offered or sold any Green
Bonds or caused the Green Bonds to be made the
subject of an invitation for subscription or purchase
and will not offer or sell any Green Bonds or cause the
Green Bonds to be made the subject of an invitation
for subscription or purchase, and has not circulated or
distributed, nor will it circulate or distribute, this Terms
Sheet or any other document or material in connection
with the offer or sale, or invitation for subscription
or purchase, of the Green Bonds, whether directly or
indirectly, to any person in Singapore other than:
(a) to an institutional investor (as defined in Section 4A
of the SFA pursuant to Section 274 of the SFA);
(b) to a relevant person (as defined in Section 275(2)
of the SFA) pursuant to Section 275(1) of the SFA,
or any person pursuant to Section 275(1A) of the
SFA, and in accordance with the conditions
specified in Section 275 of the SFA; or
(c) otherwise pursuant to, and in accordance with the
conditions of, any other applicable provision of the
SFA.
Where the Green Bonds are subscribed or purchased
under Section 275 of the SFA by a relevant person
which is:
(a) a corporation (which is not an accredited investor
(as defined in Section 4A of the SFA)) the sole
business of which is to hold investments and the
entire share capital of which is owned by one or
more individuals, each of whom is an accredited
investor; or
(b) a trust (where the trustee is not an accredited
investor) whose sole purpose is to hold investments
and each beneficiary of the trust is an individual
who is an accredited investor,
securities or securities based derivatives contracts
(each term as defined in Section 2(1) of the SFA)
of that corporation or the beneficiaries’ rights and
interest (howsoever described) in that trust shall not be
transferred within six months after that corporation or
that trust has acquired the Green Bonds pursuant to an
9

offer made under Section 275 of the SFA except:
(1) to an institutional investor or to a relevant person,
or to any person arising from an offer referred to in
Section 275(1A) or Section 276(4)(i)(B) of the SFA;
(2) where no consideration is or will be given for the
transfer;
(3) where the transfer is by operation of law;
(4) as specified in Section 276(7) of the SFA; or
(5) as specified in Regulation 37A of the Securities
and Futures (Offers of Investments) (Securities and
Securities-based Derivatives Contracts)
Regulations 2018.
Hong Kong
No Green Bonds have been offered or sold or will be or
may be offered or sold in Hong Kong, by means of any
document other than (a) to professional investors as
defined in the Securities and Futures Ordinance (Cap.
571) of Hong Kong (the SFO) and any rules made under
the SFO; or (b) in other circumstances which do not
result in the document being a prospectus as defined
in the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Cap. 32) of Hong Kong (the
C(WUMP)O) or which do not constitute an offer to the
public within the meaning of the C(WUMP)O.
No advertisement, invitation or document relating to the
Green Bonds may be issued or in the possession of any
person or will be issued or be in the possession of any
person in each case for the purpose of issue, whether
in Hong Kong or elsewhere, which is directed at, or the
contents of which are likely to be accessed or read by,
the public of Hong Kong (except if permitted to do so
under the securities laws of Hong Kong) other than with
respect to the Green Bonds which are or are intended
to be disposed of only to persons outside Hong Kong or
only to professional investors as defined in the SFO and
any rules made under the SFO.
Australia
No prospectus or other disclosure document (as defined
in the Corporations Act 2001 of Australia (Corporations
Act)) in relation to the Green Bonds has been, or will be,
lodged with, or registered by, the Australian Securities
and Investments Commission (ASIC) or any other
regulatory authority in Australia. No person may:
(a) make or invite (directly or indirectly) an offer of the
Green Bonds for issue, sale or purchase in, to or
from Australia (including an offer or invitation
which is received by a person in Australia); and
(b) distribute or publish, any Terms Sheet, information
memorandum, prospectus or any other offering
material or advertisement relating to the Green
Bonds in Australia,
unless:
(i) the aggregate consideration payable by each
offeree or invitee is at least A$500,000 (or its
equivalent in an alternative currency and, in either
case, disregarding moneys lent by the offeror or its
associates) or the offer or invitation otherwise does
not require disclosure to investors in accordance
with Part 6D.2 or Part 7.9 of the Corporations Act;
(ii) the offer or invitation is not made to a person who
is a “retail client” within the meaning of section
761G of the Corporations Act;
(iii) such action complies with all applicable laws,
regulations and directives; and
(iv) such action does not require any document to be
lodged with ASIC or any other regulatory authority
in Australia.
By applying for the Green Bonds under this Terms Sheet,
each person to whom the Green Bonds are issued (an
Investor):
(a) will be deemed by Genesis and each Joint Lead
Manager to have acknowledged that if any Investor
on-sells the Green Bonds within 12 months from
their issue, the Investor will be required to lodge
a prospectus or other disclosure document (as
defined in the Corporations Act) with ASIC
unless either:
(i) that sale is to an investor within one of the
categories set out in sections 708(8) or 708(11)
of the Corporations Act to whom it is lawful to
offer the Green Bonds in Australia without a
prospectus or other disclosure document
lodged with ASIC; or
(ii) the sale offer is received outside Australia; and
(b) will be deemed by Genesis and each Joint Lead
Manager to have undertaken not to sell those
Green Bonds in any circumstances other than those
described in paragraphs (a)(i) and (a)(ii) above for
12 months after the date of issue of such Green
Bonds.
This Terms Sheet is not, and under no circumstances is
to be construed as, an advertisement or public offering
of any Green Bonds in Australia.
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Part B – General Selling
Restrictions
Genesis has not and will not take any action which
would permit a public offering of the Green Bonds, or
possession or distribution of any offering material, in any
country or jurisdiction where action for that purpose is
required (other than New Zealand). The Green Bonds
may only be offered for sale or sold in compliance with
all applicable laws and regulations in any jurisdiction
in which they are offered, sold or delivered. Any
information memorandum, terms sheet, circular,
advertisement or other offering material in respect of
the Green Bonds may only be published, delivered or
distributed in or from any country or jurisdiction under
circumstances which will result in compliance with all
applicable laws and regulations.
11