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 Equity Incentive Plan
FY2025 (‘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
1,075,043 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 regard 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
1,091,147,210 ordinary shares on issue.

This notice relates to the grant of
performance share rights in respect of
1,075,043 ordinary shares.

If 100% of the 1,075,043 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 0.09% 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 2027
relative to: (a) the Company’s cost of
equity; and (b) the total shareholder return
of the Company’s closet NZX-listed peer
companies.

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

Performance share rights will lapse where
the performance conditions are not met.

Subject to the statement below,
performance share rights will lapse if the
holder is not employed by the Genesis
group as at 30 June 2027.

On death, disablement or in any other
circumstance that the Board decides,
unvested performance share rights may
vest at the Board’s absolute discretion.

The Board has retained the discretion to
offer further performance share rights to
holders in the event of a rights issue and
the discretion to determine that
performance share rights vest early in the
event of a takeover offer that results in the
Company ceasing to be listed. In the event
of a reconstruction of the shares, the Board
may effect a similar reconstruction in
relation to the performance share rights.
In the event of a bonus issue holders will
receive additional shares upon vesting.

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.

The Board has reserved the right to take
certain actions, including deferral or delay
of vesting or requiring the forfeiture of
performance share rights if the Board
determines that a holder has: acted
unethically, fraudulently, dishonestly;
engaged in gross negligence or gross
misconduct; engaged in conduct that has
brought the Company into disrepute;
breached duties or obligations to the
Company; is convicted of an offence in
connection with the affairs of the
Company; or has committed an act which
has the effect of delivering strong
Company performance in a manner which

is unsustainable or involves unacceptably
high risk
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
Equity Incentive 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.
After this issue of 1,075,043 performance
share rights the Company has performance
share rights in respect of 2,267,752,
ordinary shares on issue under the Plan
and under the Genesis Energy Limited
Performance Share Rights Plan.
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 14 October 2024
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 1,075,043 ordinary shares to
senior executives and certain employees
pursuant to Genesis Energy Limited’s
Equity Incentive Plan as described above
as part of the remuneration package for
those senior executives.
Date of issue/acquisition/redemption
2
25 October 2024
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 29 October 2024





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).