2022 Annual Shareholder Meeting, Notice of Meeting

MARKET RELEASE

Date: 22 September 2022

NZX: GNE / ASX: GNE
2022 Annual Shareholder Meeting, Notice of Meeting

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

• The Notice of the 2022 Annual Shareholder Meeting (ASM), as attached; and
• The Proxy Voting Form for the ASM;

The ASM will be hybrid, with shareholders able to attend in person or online.

Physical: The Maritime Room, Princes Wharf, Auckland CBD, Auckland
Online: https://meetnow.global/nz

The meeting will be held on Friday 14 October 2022, commencing at 10.00 am. A Virtual Meeting
Guide will be sent with the above documents to assist shareholders.

An electronic copy of the Notice of Meeting is also available on the Genesis Energy investor website
at https://www.genesisenergy.co.nz/investor/results-and-reports/annual-shareholders-meeting



ENDS



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

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


About Genesis Energy
Genesis Energy (NZX: GNE, ASX: GNE) is a diversified New Zealand energy company. Genesis sells electricity,
reticulated natural gas and LPG through its retail brands of Genesis and Frank 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 $NZ2.8 billion during the 12 months ended 30 June 2022. More information
can be found at www.genesisenergy.co.nz

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Notice of Annual
Shareholder Meeting
Notice is hereby given that the 2022 Annual Shareholder Meeting of
Genesis Energy Limited will be held on
Friday 14 October 2022,
commencing at 10:00am
Join us in person or online at:
Physical: The Maritime Room, Princes Wharf, Auckland CBD, Auckland
Online: https://meetnow.global/nz
The Maritime Room will be open for registrations at 9:00am.
Light refreshments will be available prior to the start of the meeting, from 9:30am.
For online attendance, please refer to the Virtual Meeting Guide or the Virtual
Meeting Participation instructions in section 6 of this Notice of Meeting.
Important dates and times
All times are in New Zealand Standard Time.
Vote-eligibility date for voting entitlements
for the Annual Shareholder Meeting:
Tuesday 11 October 2022, close of trading.
Latest time for receipt of proxy voting forms:
Wednesday 12 October 2022, 10am
Annual Shareholder Meeting:
Friday 14 October 2022, 10am
www.genesisenergy.co.nz
www.genesisenergy.co.nz/investors

Order of Business
Light refreshments will be available prior to the formal part of the Annual
Shareholder Meeting which commences at 10.00am.
A. Chairman’s Address
B. Chief Executive’s Review
C. Shareholder Questions
D. Ordinary Resolutions
To consider and, if thought fit, pass the following ordinary resolutions:
1. Re-election of Tim Miles
That Tim Miles be re-elected as a Director of the Company.
2. Re-election of Paul Zealand
That Paul Zealand be re-elected as a Director of the Company.
3. Re-election of Catherine Drayton
That Catherine Drayton be re-elected as a Director of the
Company.
4. Election of Hinerangi Raumati-Tu’ua
That Hinerangi Raumati-Tu’ua be elected as a Director of the
Company.
5. Election of Warwick Hunt
That Warwick Hunt be elected as a Director of the Company.
Please read the Explanatory Notes and the Procedural Notes and Other
Information for further information in relation to the above resolutions.
E. General Business
To consider such other business as may lawfully be raised at the meeting.
On behalf of the Board
Matthew Osborne
Company Secretary
22 September 2022
COVID-19 implications
Genesis Energy continues to monitor the situation with regard to the COVID-19 pandemic. In the event that the Board determines that
it is inappropriate to hold a physical meeting, Genesis Energy may, in its sole discretion, elect to hold the Annual Shareholder Meeting
in only a virtual format. In those circumstances, Genesis Energy will provide shareholders with as much notice as is reasonably
practicable by way of an announcement to the NZX and ASX and on Genesis Energy’s website. Please see section 6 of the Procedural
Notes and Other Information for further information on how to participate in the meeting virtually.

NZX Listing Rule 2.7.1 requires that the
Company’s Directors must not hold office
without re-election past the third Annual
Shareholder Meeting following their
appointment or three years, whichever is
longer. Tim Miles, Paul Zealand and
Catherine Drayton were last elected at
the Company’s 2019 Annual Shareholder
Meeting and therefore will retire from
office at this year’s Annual Shareholder
Meeting. Being eligible, each of Tim
Miles, Paul Zealand and Catherine
Drayton offers themselves for re-election.
Hinerangi Raumati-Tu’ua was appointed
as a Director by the Board in March 2022.
Warwick Hunt was appointed as a
Director by the Board in September 2022.
NZX Listing Rule 2.7.1 requires that a
Director of the Company appointed by
the Board must not hold office without
shareholder election past the next Annual
Shareholder Meeting following their
appointment as a Director. Being eligible,
Hinerangi Raumati-Tu’ua and Warwick
Hunt offer themselves for election.
Tim Miles
BA
Tim Miles joined the Genesis Board in November 2016 and is Chairman of the
Company’s Human Resources and Remuneration Committee and a member of the
Company’s Nominations Committee.
Tim began his career with IBM and later joined Data General Corporation, rising to
Director of Marketing – Asia Pacific. He then joined Unisys Corporation in various
senior executive roles before taking up roles as the Chief Executive Officer of Vodafone
New Zealand, the Chief Executive Officer of Vodafone UK and the Vodafone Group
Chief Technology Officer.
Upon returning to New Zealand, Tim was Managing Director of listed agricultural group
PGG Wrightson before taking up a role as Chief Executive Officer of Spark Digital,
playing a key role in the transition of Spark to become New Zealand’s leading digital
services provider.
Tim is a director of Nyriad, Chairman of Gut Cancer Foundation and ASX listed
company oOh! Media Limited. Tim has also served as a director of UDC Finance,
Goodman Property and Chair on the Advisory Boards of Revera Limited and the
CCL Group.
The Board has determined that each of
the Directors are Independent Directors
as defined in the NZX Listing Rules.
Brief biographies of each Director are
provided below.
The Board of Genesis Energy confirms its
support for the re-election of each of Tim
Miles, Paul Zealand and Catherine
Drayton, and the election of Hinerangi
Raumati-Tu’ua and Warwick Hunt, and
recommends that you vote in favour of
the resolutions at the meeting.
Resolutions 1 - 5:
Re-election of Tim Miles, Paul Zealand and Catherine Drayton and election of Hinerangi Raumati-Tu’ua
and Warwick Hunt.
Explanatory Notes
Paul Zealand
BSc Mech. Eng (Hons), MBA
Paul Zealand joined the Genesis Board in October 2016 and is a member of the
Company’s Human Resources and Remuneration Committee and the Nominations
Committee.
Paul is a professional Director, and is currently Chairman of Port Nelson Limited, a
director of Channel Infrastructure NZ Limited (formerly The New Zealand Refining
Company Limited) and a director of Lochard Energy.
Paul has over 40 years’ international experience in the oil and gas sector. His executive
roles included Country Chairman of Shell New Zealand and Chief Executive Officer of
the upstream oil and gas business of Origin Energy in Australia. Through these roles
Paul developed skills in strategic business management, health and safety, and
environmental management, operational risk and the commercial management of
complex assets.

Catherine Drayton
BCom, LLB, FCA
Catherine joined the Genesis Board in March 2019. She is Chairman of the Company’s
Audit and Risk Committee.
Catherine brings extensive governance experience to Genesis Energy. She is currently
the Chair of Christchurch International Airport Limited, Chair of Guardians of New
Zealand Superannuation as well as being a director of Southern Cross Healthcare
Limited, Southern Cross Benefits Limited, and Director and Trustee of Southern Cross
Medical Care Society. Her former directorships include Ngai Tahu Holdings
Corporation Limited, Beca Group Limited, Powerbyproxi Limited and Meridian Energy
Limited.
Catherine’s executive career as a senior partner in PricewaterhouseCoopers,
specialising in mergers and acquisitions, culminated in leading that company’s
Assurance and Advisory practices for Central and Eastern Europe (excluding Russia).
Catherine is a Fellow of Chartered Accountants New Zealand and Australia.
Hinerangi Raumati-Tu’ua
BMS, MMS, FCA, MNZM
Hinerangi joined the Genesis Board in March 2022. She is a professional company
director with extensive Board experience and is a member of the Company’s Audit and
Risk Committee.
Hinerangi is the Chair of Tainui Group Holdings Limited, Te Pou Herenga Pakihi Limited
and Te Kīwai Mauī o Ngāruahine Limited. She also serves on the Boards of a number of
entities, including Watercare Services Limited and Te Pūia Tāpapa GP Limited, and is
an executive committee member of Waikato-Tainui.
She has previously held governance roles in a range of entities, including Aotearoa
Fisheries Limited (Moana NZ) (as Chair), Sealord Group Limited, Parininihi Ki Waitōtara
Incorporation (as Chair), Venture Taranaki Trust, Port Nicholson Fisheries Limited, Te
Ohu Kai Moana Trustee Limited, Auckland Council Investments Limited, Public Trust,
and Waikato Community Trust.
In addition to her commercial, investment and corporate governance background,
Hinerangi has focused on the development of post settlement commercial entities and
commercial frameworks with a Te Ao Māori view.
Hinerangi has served as CFO of Tainui Group Holdings and Executive Director
Operations at Te Wānanga o Aotearoa. Hinerangi was named Māori Business Woman
Leader of the Year in 2016 in the University of Auckland Aotearoa Māori Business
Leaders Awards. She served on the Cullen Tax Working Group in 2019.
Warwick Hunt
MNZM, BAcc (Hons), FCA, FKCL
Warwick joined the Genesis Board in September 2022. He is a member of the Company’s
Audit and Risk Committee.
Warwick brings extensive international leadership and governance experience to
Genesis, having worked in Australia, Asia, the Middle East, Africa, the UK and Europe in
addition to New Zealand over the last thirty years. He has worked across a range of
sectors, including energy, professional services, financial services, agribusiness, and
aviation. He has been appointed a director of the Bank of New Zealand effective 1
November 2022 and is presently the Chair of the Advisory Council of Kings College
London Business School.
Warwick has served as Territory Senior Partner of PricewaterhouseCoopers New Zealand
and Middle East Region and Managing Partner of PricewaterhouseCoopers United
Kingdom and Europe Middle East Africa. He is a Fellow of Chartered Accountants
Australia and New Zealand and an Honorary Fellow of Kings College London.
Having worked offshore since 2009, Warwick is returning to New Zealand
in October 2022.

Procedural Notes
and Other Information
1. Hybrid Meeting
All shareholders will have the option to
attend and participate in the Annual
Shareholder Meeting either in person or,
alternatively, online via an internet
connection using a computer, laptop,
tablet or smartphone.
In the event that the Board determines a
physical meeting is inappropriate in the
circumstances, including due to
COVID-19 preventing the Annual
Shareholder Meeting being held safely,
Genesis Energy may, in its sole discretion,
elect to hold the Annual Shareholder
Meeting as a virtual only meeting.
Details of how to attend and participate
in the Annual Shareholder Meeting
virtually are set out in section 6 below.
2. Persons entitled to vote
Voting entitlements will be determined at
the close of trading on Tuesday 11
October 2022. Registered shareholders
at that time will be the only persons
entitled to vote at the Annual
Shareholder Meeting and only the shares
registered in those shareholders’ names
at that time may be voted at the meeting.
3. Voting
Voting on the resolutions to be put before
the Annual Shareholder Meeting will be
conducted by way of poll.
As a shareholder you may cast your vote
in one of two ways:
a. you may attend the meeting in
person and vote, or you may
participate virtually and vote at the
meeting via an online platform
https://meetnow.global/nz; or
b. you may appoint a proxy or (in the
case of a corporate shareholder) a
representative to attend the
meeting in person and vote in your
place or to participate virtually and
vote at the meeting in your place
via an online platform https://
meetnow.global/nz.
If you (or your proxy on your behalf) vote
online, you (or they) will be required to
enter your CSN securityholder number
and postcode/country of residence and
the secure access control number that is
located on the front of your Proxy Voting
Form and follow the prompts in the email
you receive from the share registrar,
Computershare Investor Services
Limited.
Details of how to participate in the
Annual Shareholder Meeting virtually are
set out in section 6 below.
4. Appointment of Proxy
If you wish to appoint a proxy you should
complete and return the Proxy Voting
Form, which is enclosed with this Notice
of Meeting, or lodge your proxy
preference online at www.investorvote.
co.nz (see below for further details). A
proxy need not be a shareholder of the
Company.
If your proxy is not the Chairman of the
meeting or a Director and they intend to
join the meeting virtually, please ensure
that you provide their contact details in
the space provided on the Proxy Voting
Form.
Proxy Voting Forms must be returned to
the office of the Company’s share
registrar, Computershare Investor
Services Limited, by one of the following
methods:
a. by lodging your proxy
appointment online at www.
investorvote.co.nz or by scanning
the QR code on the Proxy Voting
Form with your smartphone; or
b. by mail in the enclosed pre-paid
envelope; or
c. by scan and email to
corporateactions@computershare.
co.nz.
To be effective, the Proxy Voting Form
must be received by the Company’s share
registrar, or the online appointment
completed, no later than 10.00am (NZST)
on Wednesday 12 October 2022.
You may revoke your proxy by giving
written notice of revocation to the
Company in the manner set out above,
which notice must be received by the
Company’s share registrar no later than
10.00am (NZST) on Wednesday 12
October 2022.
A corporation may appoint a person to
attend the meeting as its representative
in the same manner as it may appoint a
p r o x y.
If you appoint a proxy, you may either
direct your proxy how to vote for you or
you may give your proxy discretion to
vote as he or she sees fit. If you wish to
give your proxy discretion, then you must
mark the appropriate box on the Proxy
Voting Form. If you do not tick any box
for the resolution then your proxy may
vote as they choose, as if you had
selected ‘Proxy’s Discretion’.
The Chairman of the meeting, or any
other Director, is willing to act as a proxy
on behalf of shareholders who wish to
appoint them for that purpose. If, in
appointing your proxy, you do not name a
person to be your proxy, the Chairman of
the meeting will be your proxy and will
vote in accordance with your express
directions.
If additional matters are raised during the
Annual Shareholder Meeting which
require a shareholder vote, your proxy
will be entitled to vote on these
additional matters as he or she thinks fit.
The Chairman of the meeting and
Directors who act as proxies on behalf of
shareholders intend to vote any proxy
discretion in favour of the resolutions,
provided that: Tim Miles, Paul Zealand,
Catherine Drayton, Hinerangi Raumati-
Tu’ua and Warwick Hunt will abstain
from voting any discretionary proxies
given to them relating to their own
re-election or election, as applicable.
If you are attending in person, please
bring the enclosed Proxy Voting Form to
the Annual Shareholder Meeting to assist
with your registration.

5. Ordinary Resolution
Each of resolutions 1 to 5 will be
considered separately and will be passed
if approved by ordinary resolution at the
Annual Shareholder Meeting.
An ordinary resolution is a resolution
approved by a simple majority of the
votes of those shareholders entitled to
vote and voting on the resolution in
person (or virtually) or by proxy or
representative.
6. Virtual Participation
Shareholders can attend the meeting
virtually through the Computershare
Meeting Platform https://meetnow.
global/nz. To access the meeting, select
‘New Zealand’ from the drop-down box,
click ‘Go’ under the Genesis Energy
meeting and then click ‘JOIN MEETING
NOW’. By using the meeting platform,
you will be able to watch the meeting,
vote and ask questions online using your
smartphone, tablet or desktop device.
Please refer to the accompanying Virtual
Meeting Guide for more information. You
will need the latest version of Chrome,
Safari or Edge to access the meeting.
Please ensure your browser is
compatible.
Shareholders may vote on the resolutions
to be put to the Annual Shareholder
Meeting, and ask questions, by using
their own computers or mobile devices
through the online participation portal,
as described in the accompanying Virtual
Meeting Guide (also available at https://
www.genesisenergy.co.nz/investor/
results-and-reports/annual-shareholders-
meeting.
Shareholders may also send questions in
advance of the meeting to investor.
relations@genesisenergy.co.nz. The main
themes will be aggregated and
responded to at the meeting, provided
that the Company reserves the right not
to address questions that, in the
Chairman’s opinion, are not reasonable or
appropriate in the context of an Annual
Shareholder Meeting, or any written
question in advance of the meeting that
was not received by the close of business
on Friday 7 October 2022.
Details of how to participate in the
Annual Shareholder Meeting virtually are
provided in the Virtual Meeting Guide
accompanying this Notice of Meeting.
Shareholders are encouraged to review
the Virtual Meeting Guide prior to the
meeting.
If you have any questions, or need
assistance with the online process,
please contact Computershare on
+64 9 488 8777 between 8.30am and
5.00pm (NZST) Monday to Friday or by
email to corporateactions@
computershare.co.nz.
7. Refreshments
This year, light refreshments will be
available immediately prior to the
meeting, rather than after the conclusion
of the formal part of the meeting.

RSVP
To assist in our planning, we would be grateful if you would
complete this form if you wish to attend this year’s
Annual Shareholder Meeting in person.
Yes I will attend
Name:
Number of attendees:
Please return by mail in the enclosed pre-paid envelope or scan and email to corporateactions@computershare.co.nz