Capital Change Notice

Capital Change Notice






Section 1: Issuer information
Name of issuer Genesis Energy Limited (Genesis)
NZX ticker code GNE
Class of financial product Ordinary shares
ISIN (If unknown, check on NZX website) NZGNEE0001S7
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 46,511,627 ordinary shares
Nominal value (if any) N/A
Issue/acquisition/redemption price per security NZ$2.15 per ordinary share
Nature of the payment (for example, cash or other
consideration)
Cash
Amount paid up (if not in full) Paid in full
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

4.2%
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)
N/A
Reason for issue/acquisition/redemption and
specific authority for issue/acquisition/redemption/
(the reason for change must be identified here)
Issue of ordinary shares under the
placement announced on
23 February 2026, authorised by a
resolution of the board of Genesis dated
22 February 2026.
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.
1,156,063,464 ordinary shares (excluding
Treasury Stock)
228,187 ordinary shares held as Treasury
Stock
In the case of an acquisition of shares, whether
those shares are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or
redemption, including a reference to the rule
pursuant to which the issue, acquisition, or
redemption is made
Authorised by a resolution of the board of
Genesis dated 22 February 2026. The
placement is made pursuant to NZX
Listing Rule 4.5.1.
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
Issue of ordinary shares which rank
equally with all other fully paid ordinary
shares in Genesis.

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

Date of issue/acquisition/redemption 27/02/2026
Section 3: Disclosure required for Placements made under Rule 4.5.1
Details of the approach in identifying investors who
were able to participate in the offer and how their
respective allocations in the offer were determined.

The explanation must set out the key objectives
and criteria the Issuer adopted in the allocation
process, whether one of those objectives was a
best effort to allocate on a pro rata basis to existing
holders of the Issuer’s Equity Securities, and any
significant exceptions or deviations from those
objectives and criteria.
The Sovereign in right of New Zealand
(the
Crown
) committed to subscribe for
the number of new shares so that the
Crown had a 51.00% shareholding
following completion of the placement (the
Crown Participation
).
Additionally, Genesis invited certain
existing shareholders and institutional
investors to participate in the placement.
Having regard to the objectives which
supported Genesis’ choice of offer
structure as announced on
23 February 2026 (being a placement and
a pro rata renounceable rights offer),
Genesis’ objectives for allocations under
the placement were primarily to:
•
use best efforts to allocate to eligible
institutional shareholders, and eligible
retail shareholders who bid through a
New Zealand retail broker, a minimum
of their pro rata equivalent of the
placement or any lower amount bid
for;
•
strengthen Genesis’ share register;
and
•
make allocations above pro rata, or to
new shareholders having regard to:
o
levels of historical engagement
with or support of Genesis;
o
potential to be a long term and
supportive shareholder;
o
levels of support for the placement
(including the size and timeliness
of demand); and
o
the investor’s profile (including,
among other things, investment
style, fund size and fund location).
Final allocation decisions were made by
Genesis and reflected input and advice
from Jarden Securities Limited in its
capacity as Lead Manager of the
placement.
There were no significant exceptions or
deviations from the objectives and criteria
set out above.

Capital Change Notice





Section 4: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Matthew Osborne
Contact person for this announcement Matthew Osborne
Contact phone number +64 21 204 8188
Contact email address Matthew.Osborne@genesisenergy.co.nz
Date of release through MAP

27/02/2026