Genesis Energy – Interest Rate for Green Capital Bond Offer

Genesis Energy Limited
Green Capital Bonds

1 June 2022
Final Terms
Sheet
Joint Lead Managers

1 June 2022
This final terms sheet (Terms Sheet) sets out the key
terms of the offer by Genesis Energy Limited (Genesis)
of up to $225,000,000 (with the ability to accept
oversubscriptions of up to an additional $60,000,000
at Genesis’ discretion) of unsecured, subordinated,
green capital bonds maturing on 9 June 2052 (Capital
Bonds) under a capital bonds trust deed dated 26 May
2022 (Capital Bonds Trust Deed) entered into between
Genesis as Issuer, Kupe Venture Limited as original
Guarantor and Trustees Executors Limited as Supervisor
(Supervisor). Unless the context otherwise requires,
capitalised terms used in this Terms Sheet have the same
meaning given to them in the Capital Bonds Trust Deed.
Important notice
The offer of Capital Bonds by Genesis (Offer) 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
unsecured, subordinated, green capital bonds that have
identical rights, privileges, limitations and conditions
(except for the interest rate and maturity date) as
Genesis’ $225,000,000 unsecured, subordinated, green
capital bonds maturing on 9 June 2047 (with an interest
rate of 5.70% per annum), which are currently quoted
on the NZX Debt Market under the ticker code GNE040
(GNE040 Bonds).
The Capital Bonds are of the same class as the GNE040
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/announcements.
The GNE040 Bonds are the only debt securities of
Genesis that are in the same class as the Capital Bonds
and are currently quoted on the NZX Debt Market.
Investors should look to the market price of the GNE040
Bonds to find out how the market assesses the returns
and risk premium for those bonds.
Genesis Energy Limited
Final Terms Sheet
Redemption of the GNE040 Bonds
The first reset date for the GNE040 Bonds is 9 June 2022
and Genesis has the right to redeem the GNE040 Bonds
on that date. If the bookbuild process for the Offer is
successful, Genesis will redeem the GNE040 Bonds by
giving a redemption notice to holders of GNE040 Bonds
(GNE040 Bondholders) on the Rate Set Date (1 June
2022).
Other information
Capital bonds are complex financial products that are
not suitable for many investors. You should carefully
consider the features of the Capital Bonds, which differ
from the features of a standard senior bond. Those
features include the ability of Genesis to defer interest,
optional redemption rights for Genesis and the
subordinated nature of the Capital Bonds. You should
read this Terms Sheet carefully (including the Risks
discussed on page 14) and seek qualified, independent
financial advice before deciding to invest in the Capital
Bonds. If you do not fully understand how the Capital
Bonds work or the risks associated with them, you
should not invest in them.
The full terms of the Capital Bonds are set out in the
Capital Bonds Trust Deed. A copy of the Capital Bonds
Trust Deed is available on Genesis’ website at:
www.genesisenergy.co.nz/investors/reports-and-
presentations under Capital Bond Offer.
All references to $ in this Terms Sheet are to New
Zealand dollars.
Bondholder means a holder of Capital Bonds.
Genesis’ second series of existing capital bonds, which
are quoted on the NZX Debt Market under the ticker
code GNE050 (GNE050 Bonds), are not green capital
bonds. Accordingly, the GNE050 Bonds are not of the
same class as the Capital Bonds and the GNE040 Bonds
(which are green capital bonds) for the purposes of the
FMCA and the FMC Regulations.

1

IssuerGenesis Energy Limited.
DescriptionThe Capital Bonds are unsecured, subordinated, interest bearing debt
securities.
Issue Amount$285,000,000.
RankingThe Capital Bonds will rank equally among themselves and will be
subordinated to all other indebtedness of Genesis, other than indebtedness
expressed to rank equally with, or subordinated to, the Capital Bonds. See
the section below titled “Ranking on Liquidation” for further information.
Opening DateThursday, 26 May 2022.
Closing Date11.00am, Wednesday, 1 June 2022.
Rate Set DateWednesday, 1 June 2022.
Issue/Allotment DateThursday, 9 June 2022.
First Reset DateWednesday, 9 June 2027.
Maturity DateSunday, 9 June 2052.
Issue Price and Principal Amount$1.00 per Capital Bond.
GuaranteeThe Capital Bonds benefit from the guarantee contained in the Capital
Bonds Trust Deed (Guarantee).
Under the Guarantee, each Guarantor (being any subsidiary of Genesis
that is, or becomes, a party to the Capital Bonds Trust Deed as a guarantor)
guarantees the payment of all amounts due and payable by Genesis to
Bondholders in respect of the Capital Bonds. There are no limits on the
obligations of the Guarantors in respect of the amounts owing under the
Guarantee. The Guarantee is an unsecured, subordinated obligation of the
Guarantors.
As at the date of this Terms Sheet, Kupe Venture Limited is the only
Guarantor.
Further IndebtednessGenesis and each Guarantor may incur finance debt without the consent
of Bondholders. This means Genesis (or any Guarantor) may, at any time,
incur further debt that ranks equally with, or in priority to, the Capital
Bonds (or, in the case of a Guarantor, its obligations under the Guarantee).
Equity ContentS&P Global Ratings (S&P) is expected to assign an “intermediate” equity
content to the Capital Bonds. Where such equity credit content is assigned,
S&P will consider that the Capital Bonds comprise 50% equity when
calculating its financial ratios for Genesis.
The equity content is expected to fall to minimal (0%) from 9 June 2032.
Capital StructureGenesis believes that hybrid securities that are ascribed equity content
such as the Capital Bonds are an effective capital management tool and
Genesis currently intends to maintain such instruments as a key feature of
its capital structure going forward.
2

Credit Ratings
Issuer Credit RatingExpected Issue Credit Rating
for the Capital Bonds
S&PBBB+ (Stable) BB+
Genesis’ current Issuer Credit Rating includes a one-notch uplift from
Genesis’ stand-alone credit rating of ‘bbb’, reflecting the legislated majority
ownership by the New Zealand government. The New Zealand government
does not guarantee the Capital Bonds and is under no obligation to provide
financial support to Genesis.
The expected Issue Credit Rating of the Capital Bonds is two notches
below Genesis’ stand-alone credit rating. One notch is deducted because
the Capital Bonds are subordinated and a second notch because of the
potential for payments of interest to be deferred (as described in the
section below titled “Discretionary Deferral of Interest”).
A credit rating is an independent opinion of the capability and willingness
of an entity to repay its debts (in other words, its creditworthiness). It is not
a guarantee that the financial product being offered is a safe investment.
A credit rating should be considered alongside all other relevant information
when making an investment decision.
A credit rating is not a recommendation by any rating organisation to buy,
sell or hold Capital Bonds. The above Issuer Credit Rating is current as
at the date of this Terms Sheet and any credit rating may be subject to
suspension, revision or withdrawal at any time by S&P.
Below is a summary description of S&P’s credit ratings:
AAAAAA BBBBB
Expected
Issue
Credit
Rating
(BB+)
BCCCCCC
Capacity of the issuer to meet its financial
commitments on the obligation
Vulnerability of the obligation to non-payment
Extremely
strong

Very
strong
StrongAdequate
Less
vulnerable
More
vulnerable
Currently
vulnerable
Highly
vulnerable
Currently
highly
vulnerable
Redemption of GNE040 Bonds if
the Offer is successful
Genesis will issue a redemption notice in respect of the GNE040 Bonds on
1 June 2022 in order to redeem the GNE040 Bonds on 9 June 2022 (each
GNE040 Bond will be redeemed at par ($1.00) plus all accrued but unpaid
interest).
GNE040 Bondholders who wish to participate in the Offer and invest in
the Capital Bonds should contact their financial adviser, one of the Joint
Lead Managers or another Market Participant – see the sections below
titled “Who may apply for Capital Bonds” and “How to apply” for further
information.
3

Interest Rate from the Issue Date to
the First Reset Date
5.66% per annum, which is the sum of the Benchmark Rate and the Margin.
Benchmark RateThe mid-market NZD swap rate for a 5-year term, determined according to
market convention on the Rate Set Date and at or about 11.00am New Zealand
time on each Reset Date, in each case, with reference to Bloomberg page
‘ICNZ4’ (or any successor page) and expressed on a quarterly basis (rounded to
2 decimal places, if necessary, with 0.005 being rounded up).
Margin1.75% per annum.
Interest Payment Dates9 March, 9 June, 9 September and 9 December of each year up to (and
including) the Maturity Date.
The first Interest Payment Date is 9 September 2022.
Interest PaymentsInterest will accrue on each Capital Bond from (and including) the Issue
Date to (but excluding) the date on which the Capital Bond is redeemed.
Interest is payable quarterly in arrear in equal amounts on each Interest
Payment Date to the Bondholder as at the Record Date immediately
preceding the Interest Payment Date.
Genesis may (at its sole discretion) defer the payment of interest
on any scheduled Interest Payment Date - see the section titled
“Discretionary Deferral of Interest” below.
If any Capital Bonds are redeemed on a date that is not a scheduled Interest
Payment Date, interest is payable in respect of those Capital Bonds on the
Redemption Date, calculated on the basis of a 365-day year and the number
of days from (and including) the immediately preceding Interest Payment
Date (or the Issue Date if the first Interest Payment Date has not occurred)
to (but excluding) the Redemption Date.
Record DateRecord Date means:
(a) in relation to a payment of interest, the date which is 10 calendar
days before the due date for the payment; and
(b) in relation to an Election Process (as defined below), the date which
is two Business Days prior to the date on which the applicable
Election Notice (as defined below) is given,
and if that date is not a Business Day, the Record Date will be the preceding
Business Day, or such other date as may be required by NZX.
Reset DatesThe First Reset Date for the Capital Bonds is the date that is five years after
the Issue Date (9 June 2027). Thereafter there is a further Reset Date every
five years. As part of a successful Election Process, a different Reset Date
may be adopted.
Interest Rate after each Reset DateThe Interest Rate will reset on each Reset Date.
The Interest Rate applying from (and including) each Reset Date to (but
excluding) the next Reset Date will be the percentage rate per annum equal
to the Benchmark Rate that is determined on that Reset Date plus the
Margin plus the Step-up Margin.
A different Interest Rate may apply if a successful Election Process has
been completed in relation to a Reset Date (see the section titled “Election
Process” below). If this occurs, the Interest Rate will be set out in the
relevant Election Notice (as defined below).
4

Step-up Margin0.25%.
Discretionary Deferral of InterestGenesis may, in its absolute discretion, defer any payment of interest on the
Capital Bonds that is scheduled to be paid on any Interest Payment Date for
up to five years by notifying Bondholders. If an interest payment is not paid
on its due date, notice of its deferral is deemed to be given.
If any interest payment is deferred, interest will accrue daily (at the Interest
Rate then applicable to the Capital Bonds) on the amount of that deferred
interest payment until (but excluding) the date on which that deferred
interest payment together with all accrued interest on that deferred
interest payment (Accrued Interest and, together with the deferred
interest payment, the Unpaid Interest) is paid in full. Accrued Interest
will compound on each Interest Payment Date, meaning interest will then
accrue on the deferred interest payment plus the previously accumulated
interest.
Genesis’ right to defer interest does not apply to interest that is due to be
paid on the Maturity Date or an early Redemption Date.
Deferral of interest as described in this section is not an Event of Default
and does not give rise to a claim under the Guarantee.
Payment of Unpaid InterestIf an interest payment has been deferred as described above, Genesis:
(a) may, in its absolute discretion, pay all or part of the Unpaid Interest
on any subsequent Interest Payment Date; and
(b) must pay in full any Unpaid Interest that remains outstanding on
the earlier of the Maturity Date and the fifth anniversary of the
Interest Payment Date on which the deferral of the relevant interest
payment occurred,
in each case, to the relevant Bondholders as at the Record Date immediately
preceding the date of payment.
Distribution StopperWhile any Unpaid Interest remains outstanding, Genesis must not:
(a) unless approved by Bondholders by way of an Extraordinary
Resolution, pay any dividend on, or make any other distribution
in respect of, or pay any interest on, any shares or securities
ranking, in liquidation, equally with or after the Capital Bonds; and
(b) without the consent of the Supervisor, acquire, redeem or repay any
of Genesis’ shares or other securities ranking, in liquidation, equally
with or after the Capital Bonds (or provide financial assistance for
the acquisition of such shares or securities),
(together, the Restrictions on Deferral).
5

Election ProcessNo earlier than six months and not later than 30 Business Days before
any Reset Date, Genesis may give to each Bondholder a notice (Election
Notice) specifying new terms and conditions (New Conditions) (including,
for example, a new Margin) proposed to apply to the Capital Bonds from
the next Reset Date. An Election Notice will request each Bondholder to
make an election to accept or reject the New Conditions that are proposed
to apply from the relevant Reset Date. Each Bondholder can elect to accept
or reject the New Conditions in respect of all or some of the Bondholder’s
Capital Bonds.
To make an election, a Bondholder must return a duly completed Election
Notice within the period specified in the Election Notice, which must be at
least 10 Business Days before the relevant Reset Date (Notification Date).
A Bondholder will be deemed to have accepted the New Conditions if
Genesis does not receive a properly completed Election Notice from that
Bondholder on or before the Notification Date.
Within five Business Days of the Notification Date, Genesis must determine
(in its absolute discretion) whether the Election Process has been
successful. If Genesis declares a Successful Election Process, on the Reset
Date, Genesis must purchase each Capital Bond in respect of which a
Bondholder has rejected the New Conditions. The purchase price for each
such Capital Bond is an amount equal to the Principal Amount ($1.00) plus
all accrued but unpaid interest (including any Unpaid Interest). Genesis
may choose to establish a resale facility (Resale Facility) to seek buyers for
those Capital Bonds on the Reset Date.
If a Successful Election Process is declared, the New Conditions will apply
from the relevant Reset Date.
If Genesis does not wish to purchase all Capital Bonds in respect of which
Bondholders have rejected the New Conditions, then Genesis must declare
that a Successful Election Process has not occurred, in which case the
existing terms and conditions will continue to apply, all Capital Bonds will
remain outstanding and any transfers arranged through the Resale Facility
will be cancelled.
Mandatory RedemptionGenesis must redeem all the Capital Bonds on the Maturity Date.
If an Event of Default occurs, Genesis must redeem all the Capital Bonds on
the Business Day following the Event of Default.
For each Capital Bond redeemed, Genesis must pay to the relevant
Bondholder an amount equal to the Principal Amount ($1.00) plus all
accrued but unpaid interest (including any Unpaid Interest).
6

Optional Early Redemption by
Genesis
Genesis has the right to redeem:
(a) all or some of the Capital Bonds on any Reset Date; or
(b) all or some of the Capital Bonds on any Interest Payment Date after
a Reset Date if a Successful Election Process has not been
undertaken in respect of that Reset Date; or
(c) all (but not some only) of the Capital Bonds if a Change of Control
(as defined below) occurs; or
(d) all or some of the Capital Bonds if a Tax Event or a Rating
Agency Event (each as defined below) occurs.
For each Capital Bond redeemed under paragraph (a) or (d) above, Genesis
must pay to the relevant Bondholder an amount equal to the Principal
Amount ($1.00) plus all accrued but unpaid interest (including any Unpaid
Interest).
For each Capital Bond redeemed under paragraph (b) or (c) above, Genesis
must pay to the relevant Bondholder an amount equal to the greater of:
(a) the Principal Amount ($1.00) plus all accrued but unpaid interest
(including any Unpaid Interest); and
(b) the market value of the Capital Bonds (as determined in accordance
with the Capital Bonds Trust Deed) plus all accrued but unpaid
interest.
If Genesis wishes to redeem some (but not all) of the Capital Bonds, it
can only do so if no less than 100,000,000 Capital Bonds will remain
outstanding after the partial redemption. Any partial redemption will be
done on a proportionate basis but may include adjustments to take account
of the effect on marketable parcels and other logistical considerations.
Change of ControlIn summary, a Change of Control will occur if the Shareholding Ministers:
(a) hold 50% or less of the issued ordinary voting shares of Genesis; or
(b) cease to be able to nominate and appoint at least 50% of the
directors of the board of Genesis; or
(c) cease to control the exercise of more than 50% of the maximum
number of votes that can be exercised at a shareholder meeting of
Genesis.
Tax EventIn summary, a Tax Event will occur if Genesis receives an opinion from
a reputable legal counsel or tax adviser that, as a result of any change or
clarification in any law, treaties or regulations, the interest payments on the
Capital Bonds would no longer be fully deductible for tax purposes.
Rating Agency EventIn summary, a Rating Agency Event will occur if Genesis:
(a) receives notice from S&P that, as a result of a change in criteria, the
Capital Bonds will no longer be assigned an Intermediate Equity
Content classification; or
(b) ceases to hold an Issuer Credit Rating from S&P.
7

Holder Put Event – early
redemption at the election of
Bondholders
In summary, a Holder Put Event will occur if both a Change of Control and
an associated Rating Downgrade (defined below) occurs. If a Holder Put
Event occurs, Genesis must notify Bondholders of that event and whether
Genesis has elected to redeem all outstanding Capital Bonds (Holder Put
Event Notice).
If Genesis has not elected to redeem all outstanding Capital Bonds, then
each Bondholder may, within 20 days after the date of receipt of the Holder
Put Event Notice, elect that Genesis must redeem all (but not only some) of
the Capital Bonds held by that Bondholder.
If, as a result of Bondholders exercising their election, less than
100,000,000 Capital Bonds would remain outstanding following the early
redemption, Genesis may exercise a clean-up call and redeem all remaining
Capital Bonds at the same time.
For each Capital Bond redeemed, Genesis must pay an amount equal to the
Principal Amount ($1.00) plus all accrued but unpaid interest (including and
any Unpaid Interest) to the relevant Bondholder.
Rating DowngradeIn summary, a Rating Downgrade will occur if, as a result in whole or part
of the Change of Control:
(a) Genesis ceases to hold an Issuer Credit Rating from S&P; or
(b) S&P lowers Genesis’ Issuer Credit Rating by at least one ratings
notch and the resulting Issuer Credit Rating is lower than BBB+,
within the period commencing on the date the Change of Control
occurred (or the date on which a public announcement relating to any
potential Change of Control is made) and ending 90 days after the date of
announcement that the Change of Control occurred.
Events of DefaultThe following Events of Default will result in the Capital Bonds becoming
immediately redeemable:
(a) Genesis fails to pay any Unpaid Interest by the fifth anniversary of
its original date of deferral;
(b) Genesis fails to comply with the Restrictions on Deferral;
(c) Genesis fails to give to Bondholders and the Supervisor notice
following the occurrence of a Holder Put Event;
(d) Genesis fails to pay any amount required to be paid on the
redemption of the Capital Bonds;
(e) Genesis fails to pay any amount required to be paid in connection
with an Election Process; or
(f) an insolvency officer (for example, a liquidator, receiver or statutory
manager) is appointed to Genesis.
8

Ranking on LiquidationOn a liquidation of Genesis amounts owing to Bondholders rank equally
with all other unsecured, subordinated obligations of Genesis. The Capital
Bonds rank behind Genesis’ bank debt, senior bonds, commercial paper, US
private placement notes and any amounts owing to unsubordinated general
and trade creditors, as well as liabilities preferred by law and any secured
indebtedness. The ranking of the Capital Bonds on a liquidation of Genesis
is summarised in the diagram below.
Ranking on
liquidation
Type of liability/
equity
Indicative amount
1
Higher ranking /
earlier priority
Liabilities that rank
in priority to the
Capital Bonds
Liabilities preferred
by law (for example,
IRD for certain
unpaid taxes) and
unsubordinated
creditors (including
banks and financial
institutions that
have lent money to
Genesis, holders
of Genesis’ senior
bonds, holders of
Genesis’ commercial
paper, holders of
Genesis’ US private
placement notes
and unsubordinated
trade and general
creditors)
$2,247m
2
Liabilities that
rank equally with
the Capital Bonds
(including the
Capital Bonds)
The Capital Bonds
and the GNE050
Bonds
$469m
3
Lower ranking /
later priority
EquityOrdinary shares,
reserves and retained
earnings
$2,082m
1. Amounts shown above are indicative based on the liabilities and
equity of the Genesis consolidated group as at 31 December 2021,
adjusted for expected issue proceeds (assuming $225 million of
Capital Bonds are issued). The actual amounts of liabilities and
equity of Genesis at the point of its liquidation will be different to
the indicative amounts set out in the diagram above. Amounts
above are subject to rounding adjustments.
2. This represents the total liabilities of the Genesis consolidated
group as at 31 December 2021, other than the GNE040 Bonds and
the GNE050 Bonds. It includes amounts corresponding to
deferred tax (approximately $643 million), derivative financial
instruments (approximately $157 million) and lease liabilities
(approximately $93 million), not all of which would be crystallised
on liquidation. Such liabilities on liquidation may be materially
different.
3. This excludes the GNE040 Bonds which will be redeemed on the
Issue Date if the bookbuild for the Offer is successful.
9

Use of Capital 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 Capital 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 the Offer to
repay existing debt (including the GNE040 Bonds).
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 Capital
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 Capital
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.
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 Capital 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 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 after the Capital Bonds are issued (or annually if Genesis
considers it 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 Capital Bonds with the
Green Bond Principles and the Sustainable Finance Framework.
10

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 Capital 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 Capital 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 Bondholders that the Capital Bonds cease
to comply with the Sustainable Finance Framework or the Green
Bond Principles,
then, although it is possible that the Capital Bonds may lose their green
classification:
− no Event of Default will occur in relation to the Capital Bonds; and
− neither the Bondholders nor Genesis will have any right for
the Capital Bonds to be repaid early as a result of any such event
or circumstance.
Minimum Application Amount
and Minimum Holding
Minimum application of $5,000 with multiples of $1,000 thereafter.
Transfer RestrictionsAs a Bondholder, you may only transfer Capital Bonds if the transfer is
in respect of Capital Bonds having an aggregate Principal Amount that
is an integral multiple of $1,000. However, Genesis will not register any
transfer of Capital Bonds if the transfer would result in the transferor or the
transferee holding or continuing to hold Capital Bonds with an aggregate
Principal Amount of less than $5,000, unless the transferor would then hold
no Capital Bonds.
NZX Debt Market QuotationGenesis will take any necessary steps to ensure that the Capital Bonds are,
immediately after issue, quoted on the NZX Debt Market.
Application has been made to NZX for permission to quote the Capital
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.
Expected Date of Initial Quotation
and Trading on NZX Debt Market
10 June 2022.
NZX Debt Market ticker codeGNE070.
ISINNZGNEDG007C8.
Business DaysA day (other than a Saturday or Sunday) on which banks are generally open
for business in Auckland and Wellington.
If an Interest Payment Date, an early Redemption 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.
11

AIL / NRWTGenesis proposes to register the Capital Bonds for approved issuer levy
(AIL), which would be payable in lieu of deducting New Zealand non-
resident withholding tax (NRWT). If the Capital Bonds qualify for the 0%
rate of AIL, Genesis intends to apply the 0% rate. Payments of AIL will be
deducted from the interest payable to Bondholders, to whom NRWT would
otherwise apply.
Governing LawNew Zealand.
Who may apply for Capital BondsAll of the Capital 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 Capital Bonds.
How to applyRetail investors (including GNE040 Bondholders who wish to participate in
the Offer) should contact a Joint Lead Manager, their financial adviser or
any Primary Market Participant for details on how they may acquire Capital
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 Capital 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.
Registrar and Paying AgentComputershare Investor Services Limited.
SupervisorTrustees Executors Limited.
Joint Lead ManagersBank of New Zealand, Craigs Investment Partners Limited and Forsyth Barr
Limited.
Fees / BrokerageApplicants are not required to pay brokerage or any charges to Genesis in
relation to applications under the Offer.
Genesis will pay retail brokerage of 0.50% and firm fees of 0.50% to Market
Participants and approved financial intermediaries (as applicable).
Selling RestrictionsThe Offer is only made in New Zealand.
Genesis has not and will not take any action which would permit a public
offering of the Capital 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 Capital 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 Capital 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.
By subscribing for Capital Bonds, you indemnify Genesis, the Joint Lead
Managers and the Supervisor in respect of any loss incurred as a result of
you breaching the above selling restrictions.
12

Non-RelianceThis Terms Sheet does not constitute a recommendation by the Joint Lead
Managers, the Supervisor, or any of their respective directors, officers,
employees, agents or advisers to subscribe for, or purchase, any of the
Capital Bonds. None of these parties or any of their respective directors,
officers, employees, agents or advisers accepts any liability whatsoever for
any loss arising from this Terms Sheet or its contents or otherwise arising in
connection with the Offer.
The Joint Lead Managers and the Supervisor have not independently
verified the information contained in this Terms Sheet. In accepting
delivery of this Terms Sheet, you acknowledge that none of the Joint
Lead Managers, the Supervisor nor their respective directors, officers,
employees, agents or advisers gives any warranty or representation of
accuracy or reliability and they take no responsibility for it. They have no
liability for any errors or omissions (including for negligence) in this Terms
Sheet, and you waive all claims in that regard.
13

Risks in relation to the
Capital Bonds
An investment in the Capital Bonds is subject to
the risks that:
(i) Genesis becomes insolvent and is unable to
meet its obligations under the Capital Bonds;
and
(ii) if the investor wishes to sell the Capital Bonds
before maturity, the investor is unable to find
a buyer or that the amount received is less
than the principal amount paid for the
Capital Bonds.
Capital bonds are complex financial products that
are not suitable for many investors. You should
carefully consider the features of the Capital
Bonds, which differ from the features of a standard
senior bond. Those features include the ability
of Genesis to defer interest, optional redemption
rights for Genesis, an election process and the
subordinated nature of the Capital Bonds. Key
risks concerning those features are set out in more
detail below.
This summary does not cover all of the risks of
investing in the Capital Bonds. For example, whilst
certain risks in relation to the Capital Bonds are
set out in more detail below, those risks relating to
Genesis, rather than the Capital Bonds themselves,
are not set out below on the basis that information
relating to Genesis and its operations is disclosed
to the market already pursuant to Genesis’
continuous disclosure obligations under the NZX
Listing Rules. Also, the summary below sets out
the risks in relation to the Capital Bonds that differ
from risks in relation to standard senior bonds. It
does not cover the risks that are common to both
the Capital Bonds and standard senior bonds (such
as risks around liquidity and your ability to sell the
Capital Bonds at a given price, or at all).
You should carefully consider these risk factors
(together with the other information in this Terms
Sheet) before deciding to invest in the Capital
Bonds. If you do not fully understand how the
Capital Bonds work or the risks associated with
them, you should not invest in them.
The statement of risks in this Terms Sheet
also does not take account of the personal
circumstances, financial position or investment
requirements of any particular investor. It is
important, therefore, that before making any
investment decision, you consider the suitability of
an investment in the Capital Bonds in light of your
individual risk profile for investments, investment
objectives and personal circumstances (including
financial and taxation issues).
The Interest Rate for the Capital Bonds should
also reflect the degree of credit risk. In general,
higher returns are demanded by investors from
businesses with higher risk of defaulting on their
commitments. You need to decide whether the
Offer of Capital Bonds is fair.
You should speak to your financial adviser about
the risks involved with an investment in the Capital
Bonds.
Deferral of interest payments
There is a risk that interest payments on the
Capital Bonds will be deferred by Genesis for
a period of up to five years, as described in the
section titled “Discretionary Deferral of Interest”
above.
Genesis has an absolute discretion to defer the
payment of interest on the Capital Bonds, and
holders will not have an immediate redemption
right in those circumstances. Any deferral of
interest payments is likely to have an adverse
effect on the market price of the Capital Bonds.
The market price of the Capital Bonds may also
be more sensitive generally to adverse changes
in Genesis’ financial condition than other debt
securities which are not subject to such deferrals.
Interest rate may go down
There is a risk that, when the Interest Rate on the
Capital Bonds is reset on a Reset Date, it may be
lower than the Interest Rate that applied during the
prior period.
14

15
Long term investment
The Capital Bonds are a long-term investment that
are scheduled to be redeemed on the Maturity
Date (9 June 2052). While Genesis has certain
rights to redeem the Capital Bonds early (see
the section titled “Optional Early Redemption
by Genesis” above), you should not assume that
Genesis will exercise these rights. There is no
certainty that Genesis will choose to redeem the
Capital Bonds on a Reset Date or if a Change of
Control, a Tax Event or a Rating Agency Event
occurs.
Bondholders have no right to request Genesis to
redeem the Capital Bonds early unless a Holder Put
Event has occurred (see the section titled “Holder
Put Event – early redemption at the election of
Bondholders” above).
Redemption prior to the Maturity
Date
Although the Capital Bonds have a term of 30
years, Genesis may choose to, or be required
to, redeem the Capital Bonds early in certain
circumstances (see the section titled “Optional
Early Redemption by Genesis” above).
If Genesis is entitled to or is required to redeem
any of the Capital Bonds, the method and date
by which Genesis elects or is required to do so
may not accord with the preference of individual
Bondholders. This may be disadvantageous in light
of market conditions or a Bondholder’s individual
circumstances.
The Capital Bonds are
subordinated and unsecured
The Capital Bonds rank behind all of Genesis’
unsubordinated obligations. In a liquidation of
Genesis, the holders of the Capital Bonds would
be paid only after all amounts owing by Genesis
to its unsubordinated creditors were paid in
full. Genesis’ unsubordinated creditors include
creditors that are mandatorily preferred by law
and its bankers, holders of senior bonds, holders of
commercial paper, holders of US private placement
notes, and general and trade unsubordinated
creditors. After payment of those amounts, there
may be insufficient funds available to the liquidator
to repay all or any of the amounts owing on the
Capital Bonds.
Supervisor’s enforcement rights
Investors should be aware that even if the right to
seek repayment of the Capital Bonds is exercised
following the occurrence of an Event of Default
or a Holder Put Event, the Supervisor has very
limited powers to enforce these rights given the
subordinated nature of the Capital Bonds. For
example, the Supervisor has no ability to appoint
a receiver with a view to recovering amounts
due to Bondholders and is only entitled to file a
conditional claim in the event of the liquidation
of Genesis requiring repayment of the Capital
Bonds after all prior ranking indebtedness has been
repaid in full.
The Supervisor has no rights under the Capital
Bonds Trust Deed if any Guarantor becomes
insolvent.
Limited rights of Bondholders to
enforce directly
Bondholders are not able to enforce their rights
under the Capital Bonds Trust Deed (including
the Guarantee) directly against Genesis or any
Guarantor unless the Supervisor fails to do so
having become bound to enforce those rights in
accordance with the Capital Bonds Trust Deed.

Issuer
Genesis Energy Limited
155 Fanshawe Street
Auckland 1010
Supervisor
Trustees Executors Limited
Level 5, Spark Central
70 Boulcott Street
Wellington 6011
Joint Lead Managers
Bank of New Zealand
Level 6, Deloitte Centre
80 Queen Street
Auckland 1010
0800 284 017
Craigs Investment Partners Limited
Level 36, Vero Centre
48 Shortland Street
Auckland 1010
0800 226 263
Forsyth Barr Limited
Level 23, Shortland & Fort
88 Shortland Street
Auckland 1010
0800 367 227
Registrar
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
Private Bag 92119
Victoria Street West
Auckland 1142
Address Details
16

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MARKET RELEASE

Date: 1 June 2022
NZX: GNE / ASX: GNE

Genesis Energy announces Interest Rate for Green Capital Bond Offer

Genesis Energy Limited (Genesis) today announced that, following a successful bookbuild for its offer of
unsecured, subordinated green capital bonds (Capital Bonds), NZ$285,000,000 of Capital Bonds have been
allocated to participants (or their clients) in the bookbuild process. This includes oversubscriptions of
NZ$60,000,000. There was no public pool for the offer.

The Interest Rate for the Capital Bonds to the First Reset Date (9 June 2027) has been set at 5.66% per annum,
which reflects a margin of 1.75% per annum over the underlying swap rate of 3.91% per annum.

The Capital Bonds will be issued on 9 June 2022 and quoted on the NZX Debt Market under the ticker code
GNE070 on 10 June 2022.

As a result of the successful bookbuild process, Genesis will redeem its existing unsecured, subordinated,
green capital bonds quoted on the NZX Debt Market under the ticker code GNE040. Genesis will issue a formal
notice of redemption to GNE040 bondholders today.

The updated terms sheet is attached.

Joint Lead Managers:

Bank of New Zealand – 0800 284 017
Craigs Investment Partners Limited – 0800 226 263
Forsyth Barr Limited – 0800 367 227

For Capital Bond enquiries, please contact:
Dan Dillane
Group Treasurer
M: 021 501235

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 one of New Zealand’s
largest energy retailers 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