Genesis – Green Capital Bond Offer

MARKET ANNOUNCEMENT

Date: 26 June 2023

NZX: GNE / ASX: GNE

Genesis - Green Capital Bond Offer

Genesis Energy Limited (Genesis) confirmed today that it is offering up to NZ$240,000,000 (with the ability to accept
oversubscriptions at Genesis' discretion) of 30 year unsecured, subordinated green capital bonds (Capital Bonds) to
New Zealand investors.

The offer opens today and is expected to close on 29 June 2023, with the Capital Bonds expected to be issued on 10
July 2023 (Issue Date).

The Capital Bonds are expected to be assigned a BB+ credit rating by S&P Global Ratings.

The indicative margin range for the Capital Bonds is 1.95% to 2.15% per annum (subject to a minimum Interest Rate of
6.50% per annum to the First Reset Date (10 July 2028)). An announcement of the actual margin (which may be within,
above or below the indicative margin range) and the interest rate to the First Reset Date will be made following a
bookbuild process, expected to be completed on 29 June 2023 and announced via NZX shortly thereafter.

Genesis has the right to redeem its subordinated capital bonds which are quoted on the NZX Debt Market under the
ticker GNE050 (GNE050 Bonds) on 17 July 2023 (being the first business day after the scheduled "first reset date" of 16
July 2023, which is a Sunday).

If the bookbuild for the offer is successful:

(a) holders of GNE050 Bonds that are held through a custodial account (and who wish to re-invest in the new
Capital Bonds) (Custodial GNE050 Bondholder) may be able to exchange all or some of their GNE050 Bonds for
an equal number of new Capital Bonds on the Issue Date; and

(b) Genesis will exercise its option to redeem all GNE050 Bonds on 17 July 2023 that are not otherwise exchanged
on the Issue Date as described above.

The exchange mechanism will only be available to a Custodial GNE050 Bondholder if:

(a) the Custodial GNE050 Bondholder receives an allocation of new Capital Bonds from a participant in the
bookbuild for the Offer; and

(b) Genesis and the relevant participant (acting on the authorisation of the Custodial GNE050 Bondholder) have
agreed to the exchange.

For the avoidance of doubt, the exchange mechanism does not restrict:

(a) a Custodial GNE050 Bondholder from seeking to invest in more or less Capital Bonds than the number of
GNE050 Bonds beneficially held by the Custodial GNE050 Bondholder; or

(b) any other holder of GNE050 Bonds (that is not a Custodial GNE050 Bondholder) from seeking to invest in the
Capital Bonds.

To allow for an orderly settlement and redemption process, trading in all GNE050 Bonds will be suspended from close
of market today, 26 June 2023.

There is no public pool for the offer, with all of the Capital Bonds (including under the exchange mechanism described
above) being reserved for clients of the Joint Lead Managers, NZX participants and other approved financial
intermediaries.

The offer is 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 Capital Bonds are expected to be quoted on the NZX Debt Market.

Full details of the offer are contained in the indicative terms sheet, which is available at
www.genesisenergy.co.nz/investors/reports-and-presentations under Green Capital Bond Offer or by contacting a Joint
Lead Manager or your usual financial adviser.

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

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 & Risk
M: 021 501 235

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
NZ$2.8 billion during the 12 months ended 30 June 2022. More information can be found at www.genesisenergy.co.nz

---

Presenters:
James Spence Chief Financial Officer
Dan Dillane Group Treasurer & Risk
Angela Graafhuis Middle Office Manager
Genesis Energy Limited
Green Capital Bond Offer
June 2023

2.
GENESIS ENERGY LIMITED GREEN CAPITAL BOND OFFER
Important Information
The offer (Offer)of unsecured,
subordinated greencapitalbonds
maturing on 10 July 2053 (Capital
Bonds)by Genesis Energy Limited
(Genesis, the Company or 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 anindicative terms
sheet dated 26 June 2023(Terms Sheet)
prepared by Genesis, which accompanies
this presentation(Presentation).
The Offer is an offer of capital bonds that
have identical rights, privileges, limitations
and conditions (except for the interest rate
and maturity date) as Genesis'
$285,000,000 unsecured, subordinated
greencapitalbonds maturing on 9 June
2052 (with a fixed interest rate of 5.66%
per annum), which are currently quoted
on the NZX Debt Market under the ticker
code GNE070 (GNE070 Bonds).
The Capital Bonds are of the same class
as the GNE070 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 GNE070 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 GNE070 Bonds to find out how the
market assesses the returns and risk
premiums for those bonds.
Disclaimer
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, the Supervisornor
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 Capital 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 2022. 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.
The 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,
a margin step-up and the subordinated nature of
the Capital Bonds. You should read the Terms
Sheet carefully (including the risks discussed in
the section titled “Risks in relation to the Capital
Bonds”) 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.
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 Capital Bonds.
The full terms of the Capital Bonds are set out in the
Capital Bonds Trust Deed dated 26 June 2023
between Genesis as Issuer, Kupe Venture Limited
as Original Guarantor and Trustees Executors
Limited as Supervisor (Capital Bonds Trust Deed).
A copy of the Capital Bonds Trust Deed is available
on Genesis’ website at
www.genesisenergy.co.nz/investor/results-and-
reports/reports-and-presentationsunder “Green
Capital Bond Offer”.
This Presentation is dated 26June 2023.

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

GENESIS ENERGY LIMITED GREEN CAPITAL BOND OFFER
5.
Offer Highlights
Issuer
Genesis Energy Limited.
DescriptionThe Capital Bonds are unsecured, subordinated interest bearing debt securities.
The Capital Bonds will be designated as green bonds in accordance with Genesis' Sustainable Finance Framework dated November 2021 (as amended from
time to time) (Sustainable Finance Framework).
Use of Capital Bond Proceeds
In accordance with Genesis' Sustainable Finance Framework, Genesis intends to notionally allocate an amount equal to the proceeds of the Capital Bonds to
finance or refinance existing renewable energy assets, or other projects, assets and/or activities, that meet the eligibilitycriteria 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 (including Genesis’ capital
bonds quoted under ticker code GNE050). For the avoidance of doubt, the net proceeds will not be applied directly to fund thenew renewable generation
development described in this Presentation.
OfferUp to $240,000,000 (with the ability to accept oversubscriptions at Genesis' discretion).
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.
GuaranteeThe Capital Bonds benefit from the unsecured, subordinated guarantee contained in the Capital Bonds Trust Deed.As at the date of this Presentation, Kupe
Venture Limited is the only Guarantor.
The New Zealand government does not guarantee the Capital Bonds and is under no obligation to provide financial support to Genesis.
Credit RatingExpected Issue Credit Rating for the Capital Bonds: BB+ (S&P Global Ratings) (Genesis has an Issuer Credit Rating of BBB+ (Stable)).
Term30 years (maturing 10 July 2053).
Reset Dates10 July 2028 and every five years thereafter.
Closing Date / Rate Set Date29 June 2023.
Interest Rate (until 10 July
2028, the First Reset Rate)
Benchmark Rate (mid-market NZD swap rate for a 5-year term) plus the Margin, subject to the minimum Interest Rate set out in theTerms Sheet.
Joint Lead ManagersBNZ, Craigs Investment Partners and Forsyth Barr.

About Genesis

GENESIS ENERGY LIMITED GREEN CAPITAL BOND OFFER
7.
Genesis Overview
Customers
6
•23% electricity market share
•35% gas market share
•23% LPG retail market share
1
As at 30 June 2022.
2
EBITDAF Guidance for FY23 announced 27 February 2023.
3
Market Capitalisation as at 31 May 2023.
4
Sum of Market Capitalisation as at 31 May 2023 and net debt (total debt less cash and cash equivalents) as at 31 December 2022.
5
This includes three Rankine units. Under normal conditions, only two Rankine units can be run concurrently.
6
Total customers relates to both brands (Genesis and Frank Energy) and all customer types as at 31 December 2022.
KEY INFORMATION
Revenue (FY22): $2.8 billion
1
EBITDAF Guidance (FY23):
around $515 million
2
Market Capitalisation: $2.9 billion
3
Enterprise Value: $4.2 billion
4
Credit Rating (S&P Global Ratings):
Issuer Credit Rating BBB+ (Stable)
Genesis is one of New Zealand’s largest
energy retailers and operates a range of
renewable and thermal generation sites
across Aotearoa. Genesis has a 46% interest
in the Kupe Joint Venture, which owns the
Kupe oil and gas field situated off the south
Taranaki coast.
∼481,000
1204
PPA
133
138
362
46
9
190
6
5

8.
H1 FY23 Performance Highlights
Financial
EBITDAF
1
OperationalSustainability
Interim Dividend
$145m
NPAT
2
Increase of $61m relative to H1 FY22
300,000
Power Shout hours
Hours of free electricity to be gifted in winter
by our customers and us to families in need
Growth in customers in H1 FY23
Progress on Future-gen with
First solar project, expected to
generate 80 GWh p.a. once operational
(subject to Final Investment Decision)
Portfolio Fuel Costs
$25/MWh decrease relative to H1 FY22
46% decrease in total emissions relative to H1 FY22.
3
488 kt CO
2
e
of the decrease relates to Scope 1 which is associated with lower
coal and gas burn as a result of higher hydro inflows which changes
each year
1
Earnings before net finance expenses, income tax, depreciation, depletion, amortisation, impairment, fair value changes and other gains and losses.
Refer to the consolidated comprehensive income statement in the 2023 Interim Report for a reconciliation from EBITDAF to net profit after tax.
2
Net profit after tax.
3
Combined Scope 1, 2 and 3 emissions.
852 kt CO
2
e
$298m
Supporting warm homes in our community
10,273
Total customers 481,285
$28/MWh
Habitat for Humanity
Lauriston Solar Farm
8.80 cps
42% increase relative to H1 FY22
Carbon emissions lower by
100% Imputation
New partnership to support Healthy Homes
programme inAuckland andNorthland
GENESIS ENERGY LIMITED GREEN CAPITAL BOND OFFER

9.
GENESIS ENERGY LIMITED GREEN CAPITAL BOND OFFER
Strategic Outlook

10.
An Active Enabler of New Zealand’s Energy Transition
SOLAR PIPELINE
GenerationCapacityStart Date
Waipipi450 GWh133 MWNovember 2020
Solar-genUp to
740 GWh
Up to
500 MW
Target first generation
FY25, full volume by
FY27
Kaiwaikawe230 GWh75 MWTarget Mid-2025
Tauhara520 GWh63 MWTarget January 2025
•Genesis and its Joint Venture partner, FRV Australia are in negotiations
for foursolar sites in the North Island with the potential capacity of
around 452 MW (including Lauriston as discussed on the next slide).
•In January 2023, Genesis lodged an application to extend the consent
for the Castle Hill Wind Farm. The new application retains the best sites
for wind generation. No decision has been made for the development of
the site.
•The Future-gen projects identified on this slide do not form part of
Genesis’ Eligible Assets for the purpose of its Sustainable Finance
Framework.
FUTURE-GEN PROJECTS
Early stage
feasibility studies
Advanced
feasibility
studies
Pre development
activities
GENERATION EMISSIONS AND SCIENCE BASED TARGETS
0
1
2
3
4
5
FY20FY25FY30FY35FY40
MtCO2
Actual emissionsForecast emissions
SBTi target - validatedSBTi target - unvalidated
GENESIS ENERGY LIMITED GREEN CAPITAL BOND OFFER
1
1
SBTi stands for Science Based Targets initiative.
350 MW400 MW52 MW

11.
Lauriston Solar Farm Proposal
•Genesis launched a Joint Venture partnership with FRV Australia in February 2022.
The Joint Venture announced the first project of ~52MW at Lauriston that is
expected to be operational inlate 2024 (subject to Final Investment Decision).
•The investment has land rights, resource consent and well progressed transmission
agreements, making it one of the most advanced large scale solar projects in the
country.
•Lauriston provides:
•good proximity to a strong grid connection;
•a generation profile well correlated to local network demand;and
•a flat and easily accessible site for construction.
•If the project is approved:
•the Joint Venture will construct, own and operate the solar farm; and
•Genesis will forward contract to purchase 100% of the generation for 10 years
under a virtual power purchase agreement (a contract for difference (CFD)).
•Genesis holds a 60% interest in the Joint Venture, withthe option to adjust
ownership level in specific projects. A 40% stake in Lauriston is anticipated and
project finance will be used.
•The Joint Venture has launched a procurement process for the Engineering,
Procurement and Construction (EPC) contracts.
`
CORRELATION BETWEEN GENERATION AND LOCAL DEMAND
Lauriston Solar Farm
LocationLauriston, Canterbury
Area93 Ha
Capacity
1
~52 MWp
c. 47 MW AC
Annual Generation
1
c. 80 GWh
Final Investment Decision
1
H1 FY24
First Generation
1
H1 FY25
0%
2%
4%
6%
8%
10%
12%
14%
16%
JulAugSepOctNovDecJanFebMarAprMayJun
Local DemandGeneration
Chart shows historical demand at ASB0661 node and forecasted Lauriston generation.
GENESIS ENERGY LIMITED GREEN CAPITAL BOND OFFER
1
Forecast.

12.
Huntly Trial -100% Biomass Fuel
November 2022
Biomass delivery to
Huntly commenced
January 2023
Final shipment arrives
•In February 2023, Genesis completed a technical viability trial using 100%
renewable biomass in the Huntly Rankine Units.
•The trial using Canadian sourced advanced biomass demonstrated that the
black pellets could be a drop-in replacement for coal, however, a local source
would be preferable.
•Genesis is partnering with Fonterra to explore the viability of a domestic
biomass industry. Other contributors are close to being finalised.
Test Result
Reclaim and
Storage
Movement of fuel into
internal bunkers.
Successful internal transfer
with minimal spillage. Minor
dust suppression required.
Plant
Modifications
Checking suitability of plant,
mill capability and ability of
delivery to furnace.
Minor reversible modification
to mill made.
Health and
Safety
Hazop study
recommendations
implemented.
Explosion and fire risks
managed.
Plant
Performance
Testing fuel feed rate, boiler
output, and emissions.
Pending full analysis of trial
data but initial indications
positive.
2021
Trial fuel procurement
process begins
August 2022
Trial fuel contract
signed
February 2023
Successful trial of 1,000t
of Biomass
February 2023
Genesis/Fonterra
Biomass
Collaboration
Agreement
Mid 2023
First stage of study
completed
Domestic Biomass Assessment
•Consider potential sources for raw material for
advanced biomass production.
•Identify potential sites for domestic production.
•Assessment of production technologies.
•Estimate capital costs for plant development.
•Outline other potential users of a domestic biomass
supply.
GENESIS ENERGY LIMITED GREEN CAPITAL BOND OFFER

13.
Sustainability and Our People
2.0%
Pay Equity Gap
3
FY22 1.3%
50:50
Exec Gender Diversity
4
FY22 50:50
•Ngā Ara Creating Pathways programme opportunities
preparingrangatahifor the future of work included: 6
apprentices, 7 interns, 9 work experience students,
andmore than 50 scholarships.
•Extended our support of curtainbank services
forfamilies in needthrough a newpartnership
withHabitat for Humanity.
2
•Carbon emissions lower by 852 kt CO
2
efor H1
FY23 –a 46% reduction in carbon emissions
relative to H1 FY22.
1
488 ktCO
2
eof the decrease
relates to Scope 1 which is associated with lower
coal and gas burn as a result of higher hydro inflows
which changes each year.
•Finalised and launched 2025 Sustainability
Framework.
•Continuing to build employee capability on Climate
Risk and Integrated Reporting.
A low-carbon
future for all
A more equal
society
A sustainable
business
NUMBER OF INJURIES
0
2
4
6
8
10
12
14
16
18
20
0
200
400
600
800
1,000
1,200
H1 FY21H2 FY21H1 FY22H2 FY22H1 FY23
Number of Injuries
LTI/RWI Days
Genesis (excl LPG)LPGInjury Severity (LTI/RWI Days)
GENESIS ENERGY LIMITED GREEN CAPITAL BOND OFFER
1
Combined Scope 1, 2 and 3 emissions.
2
Genesis have announced a community partnership that will support Habitat for Humanity’s “Healthy Homes Programme”.
3
Percentage gap between Male and Female calculated using Total Package (base + benefits + incentives). A positive number represents
females are paid less than males.
4
Female to Male ratio for CEO and direct reports to CEO.
5
Female to Male ratio among senior leaders (tier 1, 2 and 3 (tier 1 is CEO)).
6
LTI: lost time injuries; RW I: restricted work injuries.
43:57
Senior Leader Gender
Diversity
5
FY22 42:58

Sustainable Finance
Framework

GENESIS ENERGY LIMITED GREEN CAPITAL BOND OFFER
15.
Overview of the Sustainable Finance Framework
Established by Genesis in November 2021
•Genesis’ Sustainable Finance Framework (Sustainable Finance
Framework)sets out the process by which Genesis intends to issue and
manage bonds and loans (Sustainable Debt) on an ongoing basis to support
Genesis’ sustainability objectives, to contribute towards the United Nation’s
Sustainable Development Goals, and to create positive environmental and
social outcomes (Sustainability Goals).
•Through the Sustainable Finance Framework, Genesis aims to support the
industry’s response to helping New Zealand achieve its net-zero emissions
goals, address social challenges and provide a mechanism for investors to
contribute capital to achieve their Sustainability Goals.
•The Sustainable Finance Framework is consistent with the applicable
sustainable finance principles and guidelines issued by the International
Capital Market Association and the Asia Pacific Loan Market Association
(together the Market Standards). The Market Standards are voluntary and
accepted as best practice for issuance and management of Sustainable Debt
in the global capital markets.
A copy of the Sustainable Finance Framework is available on Genesis’ website. This can be
found at www.genesisenergy.co.nz/investor/results-and-reports/reports-and-presentations

16.
GENESIS ENERGY LIMITED GREEN CAPITAL BOND OFFER
Debt Linked to Sustainable Assets and Outcomes
First NZ company to have a Framework, loan, and bond aligned to the Climate Transition Finance Handbook
•Genesis has a total of $250m Sustainability Linked Loans. The loans financially incentivise Genesis to meet sustainability targets, which
include reductions across all scopes of emissions, increasing renewable energy generation, and a future of work programme. Genesis
will pay a lower interest rate and availability fee on the loans for achieving its goals but will pay a higher interest rate andavailability fee if
it falls short of its commitments.
•As of 31 May 2023, Genesis had $660m of bonds and bank debt facilities under its Sustainable Finance Framework and expects to
extend this, including through this Capital Bond offer.
1
The Senior Bonds (GNE030) designated as green have since matured.
2
The Capital Bonds (GNE040) designated as green have since been redeemed.
JUNE
2022
$285m of Green
Capital Bonds
(GNE070 bonds)
Genesiscommitstoan
ambitious1.5°C Science
Basedcarbonreduction
target(SBTi)
DECEMBER
2020
NOVEMBER/
DECEMBER2021
JANUARY
2022
MARCH
2022
SustainableFinance
Frameworkreleased
$250mSustainability
LinkedLoans
Green designation of $100m
Senior Bonds (GNE030
bonds)
1
$225m of Capital
Bondsdesignated
as GreenCapital
Bonds(GNE040
bonds)
2
$125m of Green Senior
Bonds(GNE060 bonds)

GENESIS ENERGY LIMITED GREEN CAPITAL BOND OFFER
17.
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 publish annual update reports that cover allocation reporting, eligibility reporting, and impact reporting.
Use of
Proceeds
Selection of
Eligible
Assets
Management
of Proceeds
Reporting

GENESIS ENERGY LIMITED GREEN CAPITAL BOND OFFER
18.
Hydroelectricity
Asset Value $m
(30 June 2022)
Rangipo
1,383
Tokaanu
Mangaio
Tuai
463
Piripaua
Kaitawa
Tekapo A
971
Tekapo B
Wind
Asset Value $m
(30 June 2022)
Hau Nui7
Total Eligible
Assets ($m)
2,824
TotalValue $m
Total Eligible Assets Value2,824
Total Green Debt Values650
Surplus Eligible Assets2,174
Eligible Asset Ratio4.3x
Green Debt Instrument
Green Debt
Value$m
GNE060125
GNE070285
GNE080 (proposed refinancing-
excluding GNE050)
240
1
Total Green Debt650
The full Eligible Asset Register under the heading “FY22 Sustainable Finance Report”, which is available atwww.genesisenergy.co.nz/investor/results-and-reports/reports-and-presentations
1
Assumes $240m issue size.
Eligible Asset Register

GENESIS ENERGY LIMITED GREEN CAPITAL BOND OFFER
19.
External Review
Genesis obtained pre-issuance verification from DNV Business
Assurance Australia Pty Ltd (DNV) that concludes, in DNV’s
opinion, the Sustainable Finance Framework and Eligible Asset
Register are aligned with the Green Bond Principles and the
Climate Transition Finance Handbook.
The Second Party Opinion can be found at:
www.genesisenergy.co.nz/investor/results-and-reports/reports-and-
presentations
Genesis intends to seek an external opinion 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.
Post-
Issuance
Review
Pre-
Issuance
Verification

Financial
Performance

21.
H1 FY23 Financial Summary
1
Operating Expenses refer to Employee Benefits plus Other Operating Expenses.
2
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.
3
Adjusted Net Debt represents total borrowingsless cash and cash equivalents, less foreign currency translation and fair value movements related to USD denominated borrowings which have been fully hedged withcross
currency interest rate swaps and fair value interest rate risk adjustments for fixed rate bonds.
.
H1 FY23
$m
H1 FY22
$m
Variance
$m
%Movements
Revenue1,155.11,382.4(227.3)(16%)q
EBITDAF298.3210.388.042%p
NPAT145.384.760.672%p
Operating Expenses
1
156.6144.312.39%p
Free Cash Flow
2
214.7152.462.341%p
Capital Expenditure30.438.1(7.7)(20%)q
Interim Dividend8.80 cps8.70 cps0.10cps1%p
Adjusted Net Debt
3
1,307.51,332.8(25.3)(2%)q
GENESIS ENERGY LIMITED GREEN CAPITAL BOND OFFER

22.
Capital Expenditure
Stay in business capital expenditure
1
of $24m includes:
•Investment in the Huntly units to maintainlong term reliability
and flexibility.
•Commenced the second Tuai generator refurbishment to enable
continued reliable generation and is expected to increase unit
capacity by 2 MW. This additional capacity is expected to be
available for winter 2023.
•Continued Piripaua turbine overhaul, the second of two units.
This will improve water use efficiency by 3.3%, producing an
estimated 4 GWh per annum.
Growth capital includes:
•Launched EVerywhere, New Zealand’s first ‘energy roaming’
service for electric vehicle (EV) drivers, making it cheaper and
easier for customers to charge their EVs on the road.
•Supported the continued growth in our LPG business and
investment in transportation.
Investment in Associates:
•In addition to capital expenditure, $8.7m was invested in long
term carbon offsets.
1
Stay in business capital expenditure includes an additional $1.9m which reflects payments made during the period regarding LongTerm Maintenance Agreement (LTMA).
91
106
81
78
30
FY19FY20FY21FY22H1 FY23
$m
WholesaleRetailLPG OperationsKupeTechnologyCorporateFull Year Guidance
GENESIS ENERGY LIMITED GREEN CAPITAL BOND OFFER

23.
GENESIS ENERGY LIMITED GREEN CAPITAL BOND OFFER
Debt Information
Debt InformationH1 FY23
($m)
FY22
($m)
Variance
Total Debt1,4341,493
Cash and Cash Equivalents114106
Headline Net Debt1,3201,387(4.8%)
USPPFX and FV Adjustments1235
AdjustedNet Debt
1
1,3081,352(3.3%)
Headline Gearing
2
33.9%38.5%(4.6 ppts)
AdjustedGearing
2
33.6%37.6%(4.0 ppts)
Covenant Gearing
2
27.8%31.9%(4.1 ppts)
Net Debt/EBITDAF
3
2.2x2.7x(0.5x)
Interest Cover9.5x9.6x(0.1x)
Average InterestRate4.9%4.2%0.7 ppts
Average Debt Tenure10.9 yrs10.5 yrs0.4 yrs
1
Adjusted NetDebt is calculated by reducing the Headline Net Debt figure byforeign currency translation and fair value movements related to USD denominated borrowings which have been fully hedged withcross currency interest rate swaps
and fair value interest rate risk adjustments for fixed rate bonds.
2
Gearing refers to the relationship of debt to equity. Gearing measures are based on gross debt i.e. cash is not deducted. Headline gearing is calculated as Total Debt / (Total Debt + Total Equity). Adjusted Gearing is calculated as Total Debt
(reduced by the USPP FX and FV adjustments) / (Total Debt + Total Equity). Covenant gearing is based on the definition used for bank covenants. This includes 50% equity treatment attributed to the capital bonds.
3
S&P 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.
4
Commercial Paper figure includes accrued interest.
GENESIS DEBT PROFILE AT 31 MAY 2023
•$475m of bank facilities (including $250m of sustainability linked
loans (SLL)) were undrawn and $173m of Commercial Paper
4
was
on issue as at 31 May 2023. The Commercial Paper matures within
90 days.
$0
$50
$100
$150
$200
$250
$300
$350
$400
FY23FY24FY25FY26FY27FY28FY29FY49FY52
$m
Commercial PaperWholesale DomesticDrawn BankUndrawn Bank
Undrawn SLLCapital BondsGreen Senior BondsUSPP

Key Terms and Dates

GENESIS ENERGY LIMITED GREEN CAPITAL BOND OFFER
25.
KeyTerms
DescriptionThe Capital Bonds are unsecured, subordinated interest-bearing debt securities.
The Capital Bonds will be designated as green bonds in accordance with Genesis' Sustainable Finance Framework dated November 2021 (as amended
from time to time) (Sustainable Finance Framework).
OfferUp to $240,000,000 (with the ability to accept oversubscriptions at Genesis' discretion).
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.
GuaranteeThe Capital Bonds benefit from the unsecured, subordinated guarantee contained in the Capital Bonds Trust Deed.As at the date of this Presentation,
Kupe Venture Limited is the only guarantor.
The New Zealand government does not guarantee the Capital Bonds and is under no obligation to provide financial support to Genesis.
Credit RatingExpected Issue Credit Rating for the Capital Bonds: BB+ (S&P) (Genesis has an Issuer Credit Rating of BBB+ (Stable)).
Genesis’ current Issuer Credit Rating of BBB+ includes a one-notch uplift from the company’s stand-alone credit rating of ‘bbb’ reflecting the legislated
majority ownership by the New Zealand government.
The expected Issue Credit Rating of the Capital Bonds is two notches below Genesis’ stand-alone credit rating. One notch is deducted for the Capital
Bonds being subordinated and a second notch because of the potential for interest payments to be deferred.
Term30 years (maturing 10 July 2053).
Reset Dates10 July 2028 and every five years thereafter.As part of a Successful Election Process, a different Reset Date may be adopted.
MarginThe Margin will be determined following a bookbuild process and announced via NZX on or shortly after the Rate Set Date (29 June2023).
Interest Rate from the Issue
Date to the first Reset Date (10
July 2028)
The Interest Rate applying from (and including) the Issue Date to (but excluding) the first Reset Date will be the percentagerate per annum equal to the
Benchmark Rate (mid-market NZD swap rate for a 5-year term, as determined on the Rate Set Date) plus the Margin, subject to the minimum Interest
Rate set out in the Terms Sheet.
Interest Rate after each Reset
Date
The 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 theStep-up Margin
(0.25%).A different Interest Rate may apply if a Successful Election Process has been completed in relation to a Reset Date.
Optional Early Redemption by
Genesis
Genesis has the right to redeem (a) all or some of the Capital Bonds on any Reset Date; (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; (c) all (but notsome only) of the Capital
Bonds if a Change of Control occurs; or (d) all or some of the Capital Bonds if a Tax Event or a Rating Agency Event occurs.
Discretionary Deferral of InterestGenesis may, in its absolute discretion, defer any payment of interest for up to five years, with a distribution stopper in place while any Unpaid Interest
remains outstanding.Deferred interest is cumulative.

GENESIS ENERGY LIMITED GREEN CAPITAL BOND OFFER
26.
Interest Payments
Interest Rate
The Interest Rate applying from (and including) the Issue Date to (but excluding) the first Reset Date will be the percentagerate per annum equal to the
Benchmark Rate (mid-market NZD swap rate for a 5-year term, asdetermined on the Rate Set Date) plus the Margin (as determined on the Rate Set Date), subject
to the minimum Interest Rate set out in the Terms Sheet.
The 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 (0.25%). A different
Interest Rate may apply if a Successful Election Process has been completed in relation to a Reset Date, as summarisedbelow.
Election Process
Before any Reset Date, Genesis may propose new terms and conditions (New Conditions) (including, for example, a new Margin) to apply to the Capital Bonds
from the next Reset Date. 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; and
•the New Conditions will apply from the relevant Reset Date.
If no Successful Election Process occurs, the New Conditions will not apply, and the Interest Rate will reset as described above.
Interest Deferral and Distribution Stopper
Genesis may, in its absolute discretion, defer any payment of interest for up to five years. If deferred, an interest payment amount will accrue interest
(compounding every Interest Payment Date) at the prevailing Interest Rate on the Capital Bonds (in aggregate, the Unpaid 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.
While any Unpaid Interest remains outstanding, Genesis must not:
•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
•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).

GENESIS ENERGY LIMITED GREEN CAPITAL BOND OFFER
27.
Early Redemption
Mandatory Redemption
Genesis must redeem all the Capital Bonds on the Maturity Date or if an Event of Default occurs.
Optional Early Redemption by Genesis
Genesis has the right to redeem:
a)all or some of the Capital Bonds on any Reset Date;
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;
c)all (but not some only) of the Capital Bonds if a Change of Control
1
occurs; or
d)all or some of the Capital Bonds if a Tax Event
2
or a Rating Agency Event
3
occurs.
If Genesis is redeeming some (but not all) of the Capital Bonds, at least 100,000,000 Capital Bonds must remain outstanding after the partial redemption.
Holder Put Event –early redemption at the election of Bondholders
In summary, a Holder Put Eventwill occur if both a Change of Control and an associated Rating Downgrade
4
occurs. If a Holder Put Option occurs and Genesis
has not elected to redeem all outstanding Capital Bonds, each Bondholder may (within a specified time) require Genesis to redeemall (but not only some) of the
Capital Bonds held by that Bondholder.
Redemption Amount
For each Capital Bond redeemed under paragraph b) or c) under "Optional Early Redemption by Genesis”
4
above, the redemption amount payable is the greater
of:
a)the PrincipalAmount ($1.00) plus all accrued but unpaid interest (including any Unpaid Interest); and
b)the market value of the Capital Bonds plus all accrued but unpaid interest.
In all other cases, the redemption amount payable is the Principal Amount ($1.00) plus all accrued but unpaid interest (including any Unpaid Interest).
1
In summary,a Change of Control will occur if the New Zealand government no longer has majority ownership or control of Genesis.
2
In summary, a Tax Eventwill occur if, 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.
3
In summary, a Rating Agency Eventwill occur if (a) as a result of a change in criteria, the Capital Bonds will no longer be assigned an Intermediate Equity Content classification; or (b) Genesis ceases to hold an Issuer
Credit Rating from S&P.
4
In summary, a Rating Downgradewill occur if, within a specified time following a Change of Control, S&P lowers Genesis' Issuer Credit Rating by at least one ratingnotch and the resulting rating is lower than BBB+.

GENESIS ENERGY LIMITED GREEN CAPITAL BOND OFFER
28.
Key Early Redemption Drivers
Year 5 –Reset Date 10 July 2028
•Potential Election Process or Genesis can call (redeem) the Capital Bonds
•Step-up in margin (0.25%) if not called or no Successful Election Process
•Potential refinancing risk at year 10 if not called
•Call is at par (any subsequent issuer call between Reset Dates is at the higher of par and market value, except if a Tax Event or a Rating Agency Event
occurs)
Year 10 –Reset Date 10 July 2033
•S&P's equity content expected to reduce to minimal (0%)
•Treated as 100% debt by S&P
•Expected to be high-cost debt with limited benefits to Genesis
•Outcomes not consistent with Genesis' rationale for issue
Genesis believes that hybrid securities that are ascribed equity content (such as the Capital Bonds) are an effective capitalmanagement tool and currently intends
to maintain such instruments as a key feature of its capital structure going forward.
If Genesis chooses to redeem the Capital Bonds early, its current expectation is that equivalent replacement securities wouldbeissued to fund that redemption.
There is no certainty that Genesis will choose to redeem the Capital Bonds on a Reset Date or any other optional redemption date.Bondholders have no right to
request Genesis to redeem the Capital Bonds early unless a Holder Put Event has occurred.

GENESIS ENERGY LIMITED GREEN CAPITAL BOND OFFER
29.
Offer Structure
Bookbuild process
•All Capital Bonds (including oversubscriptions) are reserved for subscription by clients of the Joint Lead Managers, institutional investors and certain other parties.
•No public pool.
Redemption on the first reset date of GNE050 Bonds
If the bookbuild for the Offer is successful, Genesis will issue a redemption notice in respect of the GNE050 Bonds on or about 30 June 2023 in order to redeem the GNE050 Bonds on 17 July 2023
(being the first business day after the scheduled first reset date of 16 July 2023, which is a Sunday) that are not otherwiseredeemed on the Issue Date under the exchange mechanism described
below.
Exchange Mechanism
IfthebookbuildfortheOfferissuccessful,holdersofGNE050Bondsthatareheldthroughacustodialaccount(andwhowishtore-investintheCapitalBonds)(CustodialGNE050Bondholders)may
beabletoexchangeallorsomeoftheirGNE050BondsforanequalnumberofCapitalBondsontheIssueDate(onaone-for-onebasisatafacevalueof$1.00).Thismechanismwillonlybeavailable
toaCustodialGNE050Bondholderif:
(a)theCustodialGNE050BondholderreceivesanallocationofnewCapitalBondsfromaparticipantinthebookbuildfortheOffer;and
(b)Genesisandtherelevantparticipant(actingontheauthorisationoftheCustodialGNE050Bondholder)haveagreedtotheexchange.
GNE050BondholderswhowishtoparticipateintheOfferandinvestintheCapitalBonds(includingundertheexchangemechanismdescribedabove)shouldcontacttheirfinancialadviser,oneofthe
JointLeadManagersoranotherPrimaryMarketParticipant.
Minimum Application
•Minimum application of $5,000 with multiples of $1,000 thereafter.
Fees / Brokerage
•Applicants are not required to pay brokerage or any charges to Genesis.
•Genesis will pay retail brokerage of 0.50% and firm fees of 0.50% to Market Participants and approved financial intermediaries (as applicable).

GENESIS ENERGY LIMITED GREEN CAPITAL BOND OFFER
30.
Key Dates
Opening DateMonday, 26 June 2023
Closing Date10.30am, Thursday, 29 June 2023
Rate Set DateThursday, 29 June 2023
Issue DateMonday, 10 July 2023
Expected Date of Initial Quotation on NZX Debt Market
1
Tuesday, 11 July 2023
Interest Payment Dates
10 January,10 April, 10 July and 10 October each year up to and including the Maturity Date.
The first Interest Payment Date will be 10 October 2023.
First Reset DateMonday, 10 July 2028
Maturity DateThursday, 10 July 2053
1
Application has been made to NZX for permission to quote the Capital Bonds on the NZX Debt Market and all the requirements ofNZX relating thereto that can 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.

GENESIS ENERGY LIMITED GREEN CAPITAL BOND OFFER
31.
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 30 June
balance dates and reviewed by the external auditor for half year numbers.Genesis' financial statements (available at
www.genesisenergy.co.nz/investor/results-and-reports/reports-and-presentations)include a reconciliation to net profit after tax.

Green Capital Bond Enquiries
Dan Dillane
Group Treasurer & Risk
+64 21 501 235

---

Genesis Energy Limited
Green Capital Bonds
26 June 2023
Indicative
Terms Sheet
Joint Lead Managers

26 June 2023
This indicative terms sheet (Terms Sheet) sets out the key
terms of the offer by Genesis Energy Limited (Genesis)
of up to $240,000,000 (with the ability to accept
oversubscriptions at Genesis’ discretion) of unsecured,
subordinated green capital bonds maturing on 10 July
2053 (Capital Bonds) under a capital bonds trust deed
dated 26 June 2023 (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’
$285,000,000 unsecured, subordinated green capital
bonds maturing on 9 June 2052 (with an interest rate of
5.66% per annum), which are currently quoted on the NZX
Debt Market under the ticker code GNE070 (GNE070
Bonds).
The Capital Bonds are of the same class as the GNE070
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 GNE070 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 GNE070
Bonds to find out how the market assesses the returns and
risk premium for those bonds.
Redemption of the GNE050 Bonds
on the first reset date
Genesis has the right to redeem its $240,000,000
unsecured, subordinated capital bonds which are quoted
on the NZX Debt Market under the ticker code GNE050
Genesis Energy Limited
Indicative Terms Sheet
(GNE050 Bonds) on 17 July 2023 (being the first business
day after the scheduled first reset date of 16 July 2023,
which is a Sunday). If the bookbuild for the Offer is
successful, Genesis will elect to redeem the GNE050
Bonds by giving a redemption notice to holders of GNE050
Bonds (GNE050 Bondholders) on or about 30 June 2023.
Other information
The 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 15) 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/investor/results-and-reports/reports-
and-presentations under the heading “Green Capital Bond
Offer”.
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, or to
choose not to proceed with the Offer. If the Closing Date
is changed, other dates (such as the Issue Date, the Reset
Dates, the Maturity Date and the Interest Payment Dates)
may be changed accordingly.
All references to $ in this Terms Sheet are to New Zealand
dollars.
Bondholder means a holder of Capital Bonds.
Note that the GNE050 Bonds are not green capital bonds.
Accordingly, the GNE050 Bonds are not the same class as
the Capital Bonds and the GNE070 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.
OfferUp to $240,000,000 (with the ability to accept oversubscriptions at Genesis’
discretion).
The Offer is not underwritten.
The Offer will be conducted on a firm allocation basis as described in more
detail below in the sections titled “Who may apply for Capital Bonds” and
“How to apply”.
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 titled “Ranking on Liquidation” for further information.
Opening DateMonday, 26 June 2023.
Closing Date10.30am, Thursday, 29 June 2023.
Rate Set DateThursday, 29 June 2023.
Issue DateMonday, 10 July 2023.
First Reset DateMonday, 10 July 2028.
Maturity DateThursday, 10 July 2053.
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, 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 10 July 2033.
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
of 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 GNE050 Bonds if
the Offer is successful
Redemption on the first reset date of the GNE050 Bonds
If the bookbuild for the Offer is successful, Genesis will issue a redemption
notice in respect of the GNE050 Bonds on or about 30 June 2023 in order
to redeem the GNE050 Bonds on 17 July 2023 (being the first business
day after the scheduled first reset date of 16 July 2023, which is a Sunday)
that are not otherwise redeemed on the Issue Date under the exchange
mechanism described below. For each GNE050 Bond redeemed on 17 July
2023, Genesis will pay to the relevant GNE050 Bondholder an amount equal
to the principal amount of the GNE050 Bond ($1.00) plus the final quarterly
interest payment.
3

Redemption of GNE050 Bonds if
the Offer is successful (continued)
Exchange mechanism
If the bookbuild for the Offer is successful, holders of GNE050 Bonds that
are held through a custodial account (and who wish to re-invest in the
Capital Bonds) (Custodial GNE050 Bondholders) may be able to exchange
all or some of their GNE050 Bonds for an equal number of Capital Bonds
on the Issue Date (on a one-for-one basis at a face value of $1.00). This
mechanism will only be available to a Custodial GNE050 Bondholder if:
(a) the Custodial GNE050 Bondholder receives an allocation of new
Capital Bonds from a participant in the bookbuild for the Offer; and
(b) Genesis and the relevant participant (acting on the authorisation of
the Custodial GNE050 Bondholder) have agreed to the exchange.
For any GNE050 Bonds that are exchanged on the Issue Date (Exchanged
GNE050 Bonds), Genesis will:
(a) redeem the Exchanged GNE050 Bonds on the Issue Date (10 July
2023) (rather than on 17 July 2023 as described above under the
heading “Redemption on the first reset date of the GNE050 Bonds”);
(b) retain the principal redemption amount of the Exchanged GNE050
Bonds and apply this amount to pay the Issue Price of an equal
number of new Capital Bonds that are issued on the Issue Date to the
relevant custodian (that maintains the custodial account on behalf
of its Custodial GNE050 Bondholders participating in the exchange
mechanism); and
(c) pay a final interest payment on the Exchanged GNE050 Bonds for the
period from (and including) the previous interest payment date for
the Exchanged GNE050 Bonds (16 April 2023) to (but excluding) the
Issue Date (10 July 2023).
No additional amounts are payable by a holder for any Capital Bonds that
are issued under this exchange mechanism. Genesis’ obligation to redeem
the Exchanged GNE050 Bonds will be satisfied once it has issued the
relevant number of new Capital Bonds and paid the final interest payment
referred to in paragraph (c) above.
For the avoidance of doubt, the exchange mechanism does not restrict:
(a) a Custodial GNE050 Bondholder from seeking to invest in more or
less Capital Bonds than the number of GNE050 Bonds beneficially
held by the Custodial GNE050 Bondholder; or
(b) any other GNE050 Bondholder (that is not a Custodial GNE050
Bondholder) from seeking to invest in the Capital Bonds.
The Issue Price for each Capital Bond that is not otherwise settled under the
exchange mechanism must be cash settled on the Issue Date.
Retail investors (including GNE050 Bondholders) who wish to participate
in the Offer and invest in the Capital Bonds (including under the exchange
mechanism described above) should contact their financial adviser, one
of the Joint Lead Managers or another Primary Market Participant – see
the sections below titled “Who may apply for Capital Bonds” and “How to
apply” for further information.
4

Interest Rate from the Issue Date to
the First Reset Date
The Interest Rate applying from (and including) the Issue Date to (but
excluding) the First Reset Date will be the percentage rate per annum equal
to the Benchmark Rate (determined on the Rate Set Date) plus the Margin,
subject to a minimum interest rate of 6.50% per annum for this period.
The Interest Rate will be announced by Genesis via NZX on or shortly after
the Rate Set Date.
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 up to the nearest two decimal places).
Indicative Margin1.95% to 2.15% per annum.
MarginThe Margin (which may be within, above or below the Indicative Margin
mentioned above) 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.
Interest Payment Dates10 January, 10 April, 10 July and 10 October of each year up to (and
including) the Maturity Date.
The first Interest Payment Date is 10 October 2023.
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 (10 July 2028). Thereafter there is a further Reset Date every
five years. As part of a Successful Election Process, a different Reset Date
may be adopted.
5

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).
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).
6

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).
7

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
Event (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 there will be at least 100,000,000 Capital Bonds outstanding
after the partial redemption. Any partial redemption will be done on a
proportionate basis and may include adjustments to take account of the
effect on marketable parcels and other logistical considerations.
Change of Control EventIn summary, a Change of Control Event 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.
8

Holder Put Event – early
redemption at the election of
Bondholders
In summary, a Holder Put Event will occur if both a Change of Control
Event 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 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 Event:
(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 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.
9
Change of Control Event

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)
$2,375m
2
Liabilities that
rank equally with
the Capital Bonds
(including the
Capital Bonds)
The Capital Bonds
and the GNE070
Bonds
$525m
3
Lower ranking /
later priority
EquityOrdinary shares,
reserves and retained
earnings
$2,802m
1. Amounts shown above are indicative based on the liabilities and
equity of the Genesis consolidated group as at 31 December 2022,
adjusted for expected issue proceeds (assuming $240 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 at 31 December 2022, other than the GNE050 Bonds and
the GNE070 Bonds. It includes amounts corresponding to deferred
tax (approximately $885 million), derivative financial instruments
(approximately $121 million) and lease liabilities (approximately $116
million) not all of which would be crystallised on liquidation. Such
liabilities on liquidation may be materially different.
3. This excludes the GNE050 Bonds which will be redeemed in full if the
bookbuild for the Offer is successful.
10

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 this offer to
repay existing debt (including the GNE050 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 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 Capital Bonds
issued under this Offer) (Eligible Asset Register).
A copy of Genesis’ Sustainable Finance Framework is available at
www.genesisenergy.co.nz/investor/results-and-reports/reports-and-
presentations under the heading “Genesis Sustainable Finance Framework
2021”.
A copy of the most recent Eligible Asset Register is contained in Genesis’
Sustainable Finance Report for the financial year ended 30 June 2022,
which is available at www.genesisenergy.co.nz/investor/results-and-
reports/reports-and-presentations under the heading “FY22 Sustainable
Finance Report”.
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 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 at
www.genesisenergy.co.nz/investor/results-and-reports/reports-and-
presentations under the heading “Genesis Sustainable Finance Framework
and Bond 2023 DNV SPO”.
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.
11

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
11 July 2023.
NZX Debt Market ticker codeGNE080.
ISINNZGNEDG008C6.
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.
12

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.
Voting RightsNone.
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 GNE050 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.
13

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.
14

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 risk that the
investor is unable to find a buyer or that the
amount received is less than the 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.
15

16
Long term investment
The Capital Bonds are a long-term investment that
are scheduled to be redeemed on the Maturity
Date (10 July 2053). 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 Event, 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 9, Spark Central
42-52 Willis 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
17