Capital Change Notice - Issue of Additional Share Rights

Capital Change Notice



Section 1: Issuer information
Name of issuer Genesis Energy Limited (‘GNE’ or the ‘Company’)
NZX ticker code GNE
Class of financial product
• Performance share rights (‘PSR’s)
convertible to ordinary shares

• Restricted share rights (‘RSR’s’)
convertible to ordinary shares
ISIN (If unknown, check on NZX website) NZGNEE0001S7
Currency N/A
Section 2: Capital change details
Number issued/acquired/redeemed (1) 45,884 PSRs
(2) 11,242 RSRs
Nominal value (if any) (1) (2) - Nil
Issue/acquisition/redemption price per security (1) (2) Nil
Nature of the payment (for example, cash or other
consideration)
(1) Issue of new PSRs - No cash consideration
payable. The conversion of PSRs into GNE
ordinary shares is subject to the
satisfaction of certain performance
conditions
(2) Issue of new RSRs - No cash consideration
payable. The conversion of PSRs into GNE
ordinary shares is subject to the
satisfaction of certain vesting conditions.
Amount paid up (if not in full) (1) and (2) - $N/A
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

• GNE has a total of 1,308,868,024 ordinary
shares on issue.

• If 100% of the 45,884 new PSRs were to
vest into ordinary shares on the date of
this notice (if all conditions to their
vesting were met) such shares would
represent 0.003% of the total ordinary
shares on issue.

• If 100% of the 11,242 new RSRs were to
vest into ordinary shares on the date of
this notice (if all conditions to their
vesting were met), such shares would
represent 0.0008% of the total ordinary
shares on issue.


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

Capital Change Notice

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)
Issue of new PSRs
• Each of the 45,884 PSRs issued entitles
the holder to acquire one fully paid
ordinary share in GNE.

• FY2024 Plan: 10,698 of the PSRs were
issued under the Genesis Energy
Performance Share Rights Plans for
FY2024. The number of PSRs that vest will
depend on: (a) GNE’s total shareholder
return (‘TSR’) over a three-year
performance period to 30 June 2026
relative to GNE’s cost of equity; (b) GNE’s
TSR relative to the TSR of a defined group
of NZX listed peer companies; and (c) the
achievement of certain greenhouse gas
emissions targets. The balance of the
principal conversion terms is set out in
the Capital Change Notice lodged with
NZX MAP on 18/09/2023.

• FY2025 Plan: 15,601 of the PSRs were
issued under the Genesis Energy Equity
Incentive Plan for FY2025. The number of
PSRs that vest will depend on GNE’s TSR
over a three-year performance period to
30 June 2027 relative to: (a) the
Company’s total cost of equity; and (b)
the TSR of the Company’s closest NZX-
listed peer companies. The balance of the
principal conversion terms is set out in
the Capital Change Notice lodged with
NZX MAP on 29/10/2024.

• FY2026 Plan: 19,585 of the PSRs were
issued under the Genesis Energy equity
Incentive Plan for FY2026. The number of
PSRs that vest will depend on GNE’s TSR
over a three-year performance period to
30 June 2028 relative to: (a) a TSR hurdle
rate set by the Board; and (b) the TSR of
the NZX50. The balance of the principal
conversion terms is set out in the Capital
Change Notice lodged with NZX MAP on
4/11/2025.

Issue of new Restricted Share Rights
Each RSR that vests entitles the Holder to acquire
one fully paid ordinary share in the Company. The
number of RSRs that vest will depend on the CEO
remaining employed by the Company or one of its
subsidiaries on the following two vesting dates:
• 7,935 RSRs have a vesting date of 30 June
2028; and

Capital Change Notice

• 3,307 RSRs have a vesting date of 30 June
2029).

The balance of the principal conversion terms is
set out in a Capital Change Notice
lodged with NZX MAP on 1/08/2025.

Reason for issue/acquisition/redemption and specific authority
for issue/acquisition/redemption/ (the reason for change must
be identified here)
(1) Issue of new PSRs: The 45,884 PSRs were
issued at the Board’s discretion under the
terms of the incentive plans referred to
above to reflect the impact of the March
2026 $300 million underwritten 1 for 7.9
pro rata renounceable rights offer.

(2) Issue of new RSRs: The 11,242 RSRs were
issued at the Board’s discretion under the
terms of the Company’s Equity Incentive
Plan to reflect the impact of the March
2026 $300 million underwritten 1 for 7.9
pro rata renounceable rights offer.
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.
Performance Share Rights
After the issue of the new 45,884 PSRs that are
that are the subject of this notice GNE will have a
total of 3,484,254 PSRs on issue.
Restricted Share Rights
After the issue of the RSRs that are the subject of
this notice GNE will have 755,778 RSRs.
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

(1) The 45,884 new PSRs were issued
pursuant to NZX listing rule 4.6.1 and in
accordance with: (a) the incentive plans
referred to above; and (b) a Board
resolution dated 23 June 2026.

(2) The 11,242 new RSRs were issued
pursuant to NZX listing rule 4.6.1 and in
accordance with: (a) the rules of the
Company’s Equity Incentive Plan; and (b)
a Board resolution dated 23 June 2026.

Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
(1) The PSRs were issued to senior executives
pursuant to the incentive plans referred
to above.

(2) The RSRs were issued to the CEO
pursuant to the Equity Incentive Plan as
referred to above

Capital Change Notice

Date of issue/acquisition/redemption
2
(1) (2) - 1 July 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.
N/A
Section 4: Authority for this announcement and contact person
Name of person authorised to make this announcement Charles Bolt
Contact person for this announcement Charles Bolt
Contact phone number 021 889 533
Contact email address charles.bolt@genesisenergy.co.nz
Date of release through MAP 1 July 2026






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).