Genesis Energy Limited logo

2024 Annual Shareholder Meeting

AGM8 September 2024GNEUtilities

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

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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:

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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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