2024 Annual Shareholder Meeting
MARKET RELEASE
Date: 9 September 2024
NZX: GNE / ASX: GNE
2024 Annual Shareholder Meeting, Notice of Meeting
Genesis Energy advises that the following documents will be sent to the Company’s shareholders
today:
• the Notice of the 2024 Annual Shareholder Meeting (ASM);
• the Proxy Form for the ASM; and
• Virtual Meeting Guide;
The ASM will be a hybrid meeting, with shareholders able to attend either in person or online.
Physical: Intercontinental Hotel, 2 Grey Street, Wellington.
Online: https://meetnow.global/nz
The meeting will be held on Tuesday 15 October 2024, commencing at 2.00 pm. An electronic copy
of the Notice of Meeting and Proxy Form is also available on the Genesis Energy investor website at
https://www.genesisenergy.co.nz/investor/results-and-reports/annual-shareholders-meeting
ENDS
For investor relations enquiries, please contact:
Tim McSweeney
GM Investor Relations & Market Risk
M: 027 200 5548
For media enquiries, please contact:
Chris Mirams
GM Communications and Media
M: 027 246 1221
About Genesis Energy
Genesis Energy (NZX: GNE, ASX: GNE) is a diversified New Zealand energy company. Genesis sells electricity,
reticulated natural gas and LPG through its retail brands of Genesis and Frank and is one of New Zealand’s largest
energy retailers with approximately 500,000 customers. The Company generates electricity from a diverse
portfolio of thermal and renewable generation assets located in different parts of the country. Genesis also has
a 46% interest in the Kupe Joint Venture, which owns the Kupe Oil and Gas Field offshore of Taranaki, New
Zealand. Genesis had revenue of $NZ3.1 billion during the 12 months ended 30 June 2024. More information
can be found at www.genesisenergy.co.nz
---
Notice of Annual
Shareholder Meeting
Notice is hereby given that the 2024 Annual Shareholder Meeting of
Genesis Energy Limited will be held on
Join us in person or online at:
Online: https://meetnow.global/nz
Important dates and times
All times are in New Zealand Standard Time.
Friday 11 October 2024, close of trading.
www.genesisenergy.co.nz
www.genesisenergy.co.nz/investors
Sunday 13 October 2024, 2:00 pm
Tuesday 15 October 2024, 2:00 pm
Eligibility date for attending the
Annual Shareholder Meeting:
Latest time for receipt of proxy forms:
Annual Shareholder Meeting:
Physical: Intercontinental Hotel, 2 Grey Street, Wellington
Tuesday 15 October 2024,
commencing at 2:00pm
The meeting venue will be open for registrations at 1:00 pm.
Light refreshments will be available prior to the start of the meeting, from 1:00 pm.
For online attendance, please refer to the Virtual Meeting Guide or the Participation
instructions in section 6 of this Notice of Meeting.
Order of Business
Light refreshments will be available prior to the formal part of the Annual
Shareholder Meeting which commences at 2:00 pm.
A.Chairman’s address
B.Chief Executive’s review
C.Shareholder questions
D.T
o consider and, if thought fit, pass the following ordinary resolutions:
1.Re-election of Barbara Chapman
That Barbara Chapman be re-elected as a Director of the Company.
2.Re-election of James Moulder
That James Moulder be re-elected as a Director of the Company.
Please read the Explanatory Notes and the procedural Notes and
Other Information for further information in relation to the above
resolutions.
E.General Business
T
o consider such other business as may lawfully be raised at the meeting.
On behalf of the Board
Matthew Osbor
ne
C
ompany Secretary
9 September 2024
Explanatory Notes
Resolutions 1 and 2:
Re-election of Barbara Chapman and James Moulder
NZX Listing Rule 2.7.1 requires that the Company’s Directors must not hold office without re-election past the third Annual Shareholder
Meeting following their appointment or three years, whichever is longer. Chairman Barbara Chapman and James Moulder were last
re-elected at the Company’s 2021 Annual Shareholder Meeting and therefore will retire from office at this year’s Annual Shareholder
Meeting. Being eligible, Barbara Chapman and James Moulder offer themselves for re-election.
Barbara Chapman
CNZM, BCOM, CMINSTD
Barbara Chapman joined the Genesis Energy Board in May 2018 and assumed the role of
Chairman in October 2018.
Barbara is also the Chair of NZME and the acting Chair of Fletcher Building and is the deputy-
Chair of The New Zealand Initiative. Barbara is also a director of the Bank of New Zealand.
Barbara served as Chief Executive and Managing Director of ASB Bank for seven years and has
worked in a variety of financial services executive roles in New Zealand and Australia. She is a
former Chair of Oxfam New Zealand, a former director of IAG New Zealand, has served on the
Board of Supervisors for Oxfam International and is a previous Chair of both the New Zealand
Equal Opportunities Trust and the APEC CEO Summit Committee and a previous co-Chair of the
APEC Business Leadership Group.
Barbara was named New Zealand Herald’s Business Leader of the Year in 2017 and was named the
inaugural INFINZ Diversity and Inclusion Leader in 2018.
Barbara was awarded a Companion of the New Zealand Order of Merit (CNZM) for services to
business in the 2019 New Year Honours List.
James Moulder
BA, BCA
James Moulder joined the Genesis Energy Board in October 2018 and is a member of the
Company’s Audit and Risk Committee.
James has strong governance experience having held a number of non-executive board and
advisory board positions.
He was Chairman of the Electricity Authority’s Market Development Wholesale Advisory Group,
and previously chaired the NZ Electricity Commission: Market Development Advisory Group.
James’ previous directorships include CO2 New Zealand Limited, Rodney Properties Limited and
Bosco Connect. He has held executive leadership positions with Mighty River Power, including
leading its Mercury Energy business.
More recently, James has been involved in the commercialisation of large data sets in New
Zealand, Europe and the US, coupled with the development of a carbon asset management
business in Australia.
Board determination of independ
ence and recommendation
The Board has
determined that Barbara Chapman and James Moulder are Independent Directors as defined in the NZX Listing
Rules. Brief b
iographies of Barbara Chapman and James Moulder are provided above.
The Board of Genesis Energy confirms its su pport for the re-election of Barbara Chapman and James Moulder and recommends that
you vote in favour of their re-election at the meeting.
Procedural Notes
and Other Information
1. Hybrid Meeting
All shareholders will have the option
to attend and participate in the Annual
Shareholder Meeting either in person
or, alternatively, online via an internet
connection using a computer, laptop,
tablet or smartphone.
In the event that the Board determines a
physical meeting is inappropriate in the
circumstances, Genesis Energy may, in its
sole discretion, elect to hold the Annual
Shareholder Meeting as a virtual only
meeting.
Details of how to attend and participate in
the Annual Shareholder Meeting virtually
are set out in section 6 below.
2. Persons Entitled To Vote
Voting entitlements will be determined at
the close of trading on Friday 11 October
2024. Registered shareholders at that
time will be the only persons entitled to
vote at the Annual Shareholder Meeting
and only the shares registered in those
shareholders’ names at that time may be
voted at the meeting.
3. Voting
Voting on the resolutions to be put before
the Annual Shareholder Meeting will be
conducted by way of poll.
As a shareholder you may cast your vote
in one of two ways:
a. You may attend the meeting in
person and vote, or you may
participate virtually and vote at
the meeting via an online platform
https://meetnow.global/nz; or
b. You may appoint a proxy or (in the
case of a corporate shareholder) a
representative to attend the meeting
in person and vote in your place
or to participate virtually and vote
at the meeting in your place via an
online platform https://meetnow.
global/nz.
If you (or your proxy on your behalf) vote
online, you (or they) will be required to
enter your CSN securityholder number
and postcode/country of residence and
the secure access control number that is
located on the front of your Proxy Voting
Form or follow the prompts in the email
you receive from the share registrar,
Computershare Investor Services Limited.
Details of how to attend and participate in
the Annual Shareholder Meeting virtually
are set out in section 6 below.
4. Appointment Of Proxy
If you wish to appoint a proxy you should
complete and return the Proxy Form,
which is enclosed with this Notice of
Meeting or lodge your proxy preference
online at www.investorvote.co.nz (see
below for further details). A proxy need
not be a shareholder of the Company.
If your proxy is not the Chairman of the
meeting or a Director and they intend to
join the meeting virtually, please ensure
that you provide their contact details in
the space provided on the Proxy Form.
Proxy Forms must be returned to the
office of the Company’s share registrar,
Computershare Investor Services Limited,
by one of the following methods:
a. by lodging your proxy appointment
online at www.investorvote.co.nz
or by scanning the QR code on
the Proxy Voting Form with your
smartphone; or
b. by mail in the enclosed pre-paid
envelope; or
c. by scan and email to
corporateactions@computershare.
co.nz.
To be effective, the Proxy Form must be
received by the Company’s share registrar,
or the online appointment completed, no
later than 2.00 pm (NZST) on Sunday 13
October 2024.
You may revoke your proxy by giving
written notice of revocation to the
Company in the manner set out above,
which notice must be received by the
Company’s share registrar no later than
2.00pm (NZST) on Sunday 13 October
2024.
A corporation may appoint a person to
attend the meeting as its representative
in the same manner as it may appoint a
p r o x y.
If you appoint a proxy, you may either
direct your proxy how to vote for you or
you may give your proxy discretion to vote
as he or she sees fit. If you wish to give
your proxy discretion, then you must mark
the appropriate box on the Proxy Voting
Form. If you do not tick any box for the
resolution then your proxy may vote as
they choose, as if you had selected ‘Proxy
Discretion’.
The Chairman of the meeting, or any
other Director, is willing to act as a proxy
on behalf of shareholders who wish to
appoint them for that purpose. If, in
appointing your proxy, you do not name
a person to be your proxy, the Chairman
of the meeting will be your proxy and
will vote in accordance with your express
directions.
If additional matters are raised during
the Annual Shareholder Meeting which
require a shareholder vote, your proxy will
be entitled to vote on those matters as he
or she thinks fit.
The Chairman of the meeting and
Directors who act as proxies on behalf
of shareholders intend to vote any proxy
discretion in favour of the resolutions
provided that: Barbara Chapman and
James Moulder will abstain from voting
any discretionary proxies given to them in
relation to their own re-election.
If you are attending in person, please
bring the enclosed Proxy Form to the
Annual Shareholder Meeting to assist with
your registration.
5. Resolutions
Each of resolutions 1 and 2 will be
considered separately and will be passed
if approved by ordinary resolution at the
Annual Shareholder Meeting.
An ordinary resolution is a resolution
approved by a simple majority of the votes
of those entitled to vote and voting on
the resolution in person (or virtually) or by
proxy or representative
6. Virtual Participation
Shareholders can attend the meeting
virtually through the Computershare
Meeting Platform https://meetnow.
global/nz. To access the meeting, click
‘Go’ under the Genesis Energy meeting
and then click ‘JOIN MEETING NOW’. By
using the meeting platform, you will be
able to watch the meeting, vote and ask
questions online using your smartphone,
tablet or desktop device. You will need the
latest version of Chrome, Safari or Edge
to access the meeting. Please ensure your
browser is compatible.
Please refer to the accompanying Virtual
Meeting Guide for more information. You
will need the latest version of Chrome,
Safari or Edge to access the meeting.
Please ensure your browser is compatible.
Shareholders may vote on the resolutions
to be put to the Annual Shareholder
meeting, and ask questions, by using
their own computers or mobile devices
through the online participation portal,
as described in the accompanying Virtual
Meeting Guide (also available at https://
www.genesisenergy.co.nz/investor/
results-and -reports/annual-shareholders-
meeting)
Shareholders may also send questions
in advance of the meeting to investor.
relations@genesisenergy.co.nz. The
main themes will be aggregated and
responded to at the meeting, provided
that the Company reserves the right
not to address questions that, in the
Chairman’s opinion, are not reasonable or
appropriate in the context of an Annual
Shareholder Meeting, or any written
question in advance of the meeting that
was not received by the close of business
on Tuesday 8 October 2024.
Details of how to participate in the
Annual Shareholder Meeting virtually are
provided in the Virtual Meeting Guide
accompanying this Notice of Meeting.
Shareholders are encouraged to review
the Virtual Meeting Guide prior to the
meeting.
If you have any questions, or need
assistance with the online process, please
contact Computershare on
+64 9 488 8777 between 8.30am and
5.00pm (NZST) Monday to Friday
or by email to corporateactions@
computershare.co.nz.
7. Refreshments
Light refreshments will be available
immediately prior to and after the
meeting.
Procedural Notes
and Other Information (con’t)
Lauriston Solar Farm - under construction
RSVP
To assist in our planning, we would be grateful if you would
complete this form if you wish to attend this year’s
Annual Shareholder Meeting in person.
Please return by mail in the enclosed pre-paid envelope or scan and email to corporateactions@computershare.co.nz
Yes I will attend
Name:
Number of attendees:
---
Lodge your Proxy Voting Form
Voting Proxy Form
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
The 2024 Annual Shareholder Meeting of Genesis Energy Limited will be held on Tuesday, 15 October 2024
at 2.00pm at the Intercontinental Hotel, 2 Grey Street, Wellington and online through Computershare’s Meeting
Platform https://meetnow.global/nz.
For all enquiries contact
+64 9 488 8777
By Email
corporateactions@computershare.co.nz
Your secure access information
Control Number:
CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside
New Zealand) to securely access InvestorVote and then follow the prompts to appoint your proxy.
www.investorvote.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
Smartphone?
Scan the QR code to vote now.
Please note that, in the event that the Board determines that it is inappropriate to
hold a physical meeting, Genesis Energy may, in its sole discretion, elect to hold
the Annual Shareholder Meeting as a virtual only meeting. In those circumstances,
Genesis Energy will provide shareholders with as much notice as is reasonably
practicable by way of an announcement to the NZX and ASX and on Genesis
Energy’s website. Please see section 6 of the Procedural Notes and Other
Information for further information on how to participate in the meeting virtually.
Voting - General
You are entitled to one vote for every fully paid share in Genesis Energy Limited
held at 5pm on Friday, 11 October 2024.
Options on How to Vote
Option 1 - Attend the Meeting
All shareholders are able to attend, vote and participate in the Annual Shareholder
Meeting, either in person or online via an internet connection using a computer, laptop,
tablet or smartphone. For further details see the Virtual Meeting Guide enclosed. If a
representative of a corporate security holder or proxy is to attend the Meeting, they
may need to provide evidence of your authorisation to act prior to admission.
Shareholders who have appointed a proxy are entitled to attend the meeting but will
be unable to vote.
Option 2 - Appointment of Proxy (refer to Steps 1 & 2 over the page
or go to www.investorvote.co.nz)
If you do not plan to attend the Meeting, you may appoint a proxy of your choice
by either lodging your Proxy’s preferences online at www.investorvote.co.nz or by
completing this form over the page and mailing it in the enclosed pre-paid envelope.
A proxy need not be a shareholder of Genesis Energy. If you appoint a proxy, that
person is entitled to attend the Meeting to represent your interests. Should you wish
to direct the proxy how to vote, the boxes over the page should be completed for the
Resolutions presented in Step 2 or you can lodge your proxy preferences online. If you
mark the “Proxy’s Discretion” box for a Resolution, you are directing your proxy to vote
as he or she thinks fit on your behalf in respect of that Resolution. If you return your
Proxy Voting Form without directions on a Resolution, the vote for that Resolution will
be treated as if you have ticked “Proxy’s Discretion” and your proxy will exercise his/her
discretion as to whether to vote and, if so, how.
Shareholders who have appointed a proxy are entitled to attend the meeting but will
be unable to vote. If you wish, you may appoint the Chairman of the Meeting, or any
other Director as your proxy. To do this, enter ‘the Chairman’ or the Director’s name in
the space allocated in Step 1 over the page or online. If, in appointing your proxy, you do
not name a person to be your proxy or your named proxy does not attend the meeting,
the Chairman of the Meeting will be your proxy and will vote in accordance with your
express directions.
The Chairman of the Meeting and the Directors intend to vote proxies marked “Proxy’s
Discretion” in favour of Resolutions 1 and 2, except that Barbara Chapman and James
Moulder will abstain from voting.
If additional matters are raised during the Annual Shareholder Meeting which require a
shareholder vote, your proxy will be entitled to vote on these additional matters as he
or she thinks fit.
Signing Instructions for the Proxy Voting Form
Individual
Where a shareholder is an individual, this Proxy Voting Form must be signed by the
shareholder or his or her duly authorised attorney.
Joint Shareholding
At least one joint shareholder (or their duly authorised attorney) should sign this Proxy
Voting Form on behalf of all joint shareholders.
Companies
Where the shareholder is a company, this Proxy Voting Form must be signed on
behalf of the Company by a director, or other person acting under the company’s
express or implied authority.
Trusts
Where a shareholder is a trust, this Proxy Voting Form must be signed by at least
one trustee of the trust in accordance with the relevant trust deed (using the rules
for an individual or a company, depending on whether the trustee is an individual or a
company).
Partnerships
Where a shareholder is a partnership, this Proxy Voting Form must be signed by
at least one partner of the partnership in accordance with the rules governing the
partnership (using the rules for an individual or a company, depending upon whether
the partner is an individual or a company).
Power of Attorney
If this Proxy Voting Form has been signed under a power of attorney, a copy of the
power of attorney and a signed certificate of non-revocation of the power of attorney
must be produced with this Proxy Voting Form, unless it has already been noted by
Genesis Energy or Computershare Investor Services Limited.
Body Corporate
A Body Corporate may appoint a representative on its behalf in the same manner
as if it were appointing a proxy.
For your proxy to be effective it must be received by 2:00pm (NZST) Sunday, 13 October 2024.
Turn over to complete the Proxy Voting Form
Signature of Shareholder(s) This section must be completed.
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
hereby appoint
of
or failing that person
of
I/We being a shareholder/s of Genesis Energy Limited (’Company’)
as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions at the
2024 Annual Shareholder Meeting of Genesis Energy Limited to be held on Tuesday, 15th October at the Intercontinental Hotel, 2 Grey Street
Wellington, New Zealand commencing at 2.00pm and online through Computershare’s Meeting Platform https://meetnow.global/nz and at
any adjournment of that Meeting.
(name of proxy)
(name of proxy)
(address)
(address)
STEP 1: Appoint a Proxy to Vote on Your Behalf
STEP 2: Items of Business - Voting Instructions/Ballot Paper
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf and your votes will not be counted in
computing the required majority.
For
Against
Abstain
Proxy‘s
Discretion
Ordinary Business
Resolution 1That Barbara Chapman be re-elected as a Director of the Company.
Resolution 2That James Moulder be re-elected as a Director of the Company.
Please read the Explanatory Notes and the Procedural Notes and Other Information in the notice of
meeting for further information in relation to the above resolutions.
If your proxy is not the Chair of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone
and email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact details (Phone): and (Email):
The 2024 Annual Shareholder Meeting of Genesis Energy Limited
to be held on Tuesday, 15th October at the Intercontinental Hotel,
2 Grey Street Wellington, New Zealand
commencing at 2.00pm and online through Computershare’s
Meeting Platform https://meetnow.global/nz.
ATTENDANCE SLIP
or duly authorised officer or attorneyor duly authorised officer or attorneyor duly authorised officer or attorney
---
Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You will need the latest v
ersion of Chrome, Safari,
Edge or F irefox. Please ensure your browser is
compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
r
emotely is eligible to ask a question.
S
elect the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
c
all +64 9 488 8700.
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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