Capital Change Notice

Capital Change Notice




Section 1: Issuer information
Name of issuer Genesis Energy Limited
NZX ticker code GNE
Class of financial product
Performance share rights convertible to
ordinary shares pursuant to Genesis
Energy Limited’s Performance Share
Rights Plan
ISIN (If unknown, check on NZX website) NZGNEE0001S7
Currency Not applicable
Section 2: Capital change details
Number issued/acquired/redeemed
Performance share rights in respect of
944,197 ordinary shares
Nominal value (if any) Nil
Issue/acquisition/redemption price per security Nil
Nature of the payment (for example, cash or other
consideration)
No cash consideration payable. The
conversion of performance share rights to
ordinary shares in Genesis Energy Limited
is subject to satisfaction of certain
performance conditions with regards to
total shareholder returns.
Amount paid up (if not in full) Not applicable
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the
number of Financial Products of the Class,
excluding any Treasury Stock, in existence)
1

Genesis Energy Limited has a total of
1,065,271,963 ordinary shares on issue. It
has granted in total performance share
rights in respect of 944,197 ordinary
shares. If 100% of the performance share
rights were to vest into ordinary shares on
the date of this notice (if all conditions to
the vesting of the performance share rights
were met), such shares would represent
0.089% of the total ordinary shares on
issue.
For an issue of Convertible Financial Products or
Options, the principal terms of Conversion (for
example the Conversion price and Conversion
date and the ranking of the Financial Product in
relation to other Classes of Financial Product) or
the Option (for example, the exercise price and
exercise date)
• Each performance share right granted
under the Plan that vests entitles the
holder to acquire one fully paid ordinary
share in Genesis Energy Limited.
• The number of performance share
rights that vest will depend on Genesis
Energy Limited’s total shareholder
return over a 3-year performance
period to 30 June 2026 relative to the
Company’s cost of equity, the total

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

shareholder return of a defined group of
NZX-listed peer companies and the
achievement of greenhouse gas
emissions targets.
• Performance share rights will lapse
where the performance conditions are
not met.
• Subject to the statement below,
performance share rights will lapse
where the holder ceases to be
employed by the Genesis group as at
30 June 2026.
• On death, redundancy, total permanent
illness or injury, or in any other
circumstance the Board decided,
unvested performance share rights may
vest at the Board’s discretion.
• The Board has retained the discretion
to offer further performance share
rights to holders in the event of a rights
issue, determine that performance
share rights vest early on a change of
control and, in the event of a
reconstruction of the shares, effect a
similar reconstruction for the
performance share rights.
Performance share rights will
participate in any bonus issues prior to
vesting on vesting of that right.
• There is no amount payable by holders
either on grant or vesting of the
performance share rights.
• Performance share rights do not entitle
the holder to receive dividends or other
distributions from shares or vote in
respect of shares. Holders of
performance share rights cannot
transfer or grant any security interest
over the rights.
• Ordinary shares issued on vesting of
performance share rights will rank
equally with all other ordinary shares
then on issue.
Reason for issue/acquisition/redemption and
specific authority for issue/acquisition/redemption/
(the reason for change must be identified here)
Issued under the Genesis Energy Limited
Performance Share Rights Plan.
Total number of Financial Products of the Class
after the issue/acquisition/redemption/Conversion
(excluding Treasury Stock) and the total number
of Financial Products of the Class held as
Treasury Stock after the
issue/acquisition/redemption.
Performance share rights in respect of
1,920,212 ordinary shares after this issue
of 944,197 performance share rights and
completion of vesting of FY21 Performance
Share Rights Plan.

Capital Change Notice


There is a total of 1,065,271,963 ordinary
shares on issue.

In the case of an acquisition of shares, whether
those shares are to be held as treasury stock
Not applicable
Specific authority for the issue, acquisition, or
redemption, including a reference to the rule
pursuant to which the issue, acquisition, or
redemption is made
Board resolution dated 23 August 2023 and
Listing Rule 4.6.1
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
Issue of performance share rights in
respect of 944,197 ordinary shares to
senior executives pursuant to Genesis
Energy Limited’s Performance Share
Rights Plan as described above as part of
the remuneration package for those senior
executives.
Date of issue/acquisition/redemption
2
15/09/2023
Section 3: Authority for this announcement and contact person
Name of person authorised to make this
announcement
Tim McSweeney
Contact person for this announcement Tim McSweeney
Contact phone number 027 200 5548
Contact email address Timothy.mcsweeney@genesisenergy.co.nz
Date of release through MAP 18/09/2023




2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).