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 155,262 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 155,262 ordinary
shares.


If 100% of the 155,262
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 0.01% 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.


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

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.


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 155,262
performance share rights the
Company has performance share
rights in respect of 2,423,014
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 9
December 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 155,262 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 6 January 2025

Section 3: Authority for this announcement and contact person
Name of person authorised to make this announcement Dan Dillane
Contact person for this announcement Dan Dillane
Contact phone number 021 501 235
Contact email address Dan.Dillane@genesisenergy.co.nz
Date of release through MAP 7 January 2025