Capital Change Notice - FY27 PSR Plan - Issue

MARKET RELEASE

Date: 21 SEPTEMBER 2026
NZX: GNE / ASX: GNE
FY27 Performance Share Rights Plan - Issue
Genesis Energy Limited provides the attached Capital Change Notice pursuant to NZX listing rule
3.13.1.
The Notice relates to the issue of performance share rights in respect of 1,383,708 ordinary shares
to senior executives and members of the Company’s senior management.
The performance share rights were issued pursuant to the rules of the Genesis Energy Limited Equity
Incentive Plan.

ENDS

For media enquiries, please contact:
Graeme Muir
Group Manager Communications and Media
Genesis Energy
P: +649 9519234

For investor relations enquiries, please contact:
Michael Hunter
General Manager Investor Relations and Corporate Valuation
Genesis Energy
P: +649 9519290

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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.
ISIN (If unknown, check on NZX website) NZGNEE0001S7
Currency N/A
Section 2: Capital change details
Number issued/acquired/redeemed Issue of PSRs in respect of 1,383,708 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
PSRs into GNE ordinary shares is subject to the
satisfaction of certain performance conditions
with regard to total shareholder returns.
Amount paid up (if not in full) $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.
• The 1,383,708 new PSRs being issued
represent 0.10% 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 of the 1,383,708 PSRs that vests entitles the
holder to acquire one fully paid ordinary share in
GNE for no cash consideration.

The number of PSRs that vest will depend on
GNE’s total shareholder return (‘TSR’) over a
three-year performance period to 30 June 2029
relative to:
(a) a TSR hurdle rate set by the Board; and

(b) the TSR of the NZX50 (‘Performance
Conditions’).

The PSRs lapse if the Performance Conditions are
not met or if the holder is not employed by the
Genesis group as at 30 June 2029.

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


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

Capital Change Notice

The Board has retained the discretion to offer
further PSRs to holders in the event of a rights
issue and the discretion to determine that PSRs
vest early in the event of a takeover offer that
results in GNE ceasing to be listed. In the event of
a reconstruction of the shares, the Board may
effect a similar reconstruction in relation to the
PSRs. 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 PSRs. PSRs do not entitle
the holder to receive dividends or other
distributions from shares or vote in respect of
shares. Holders of PSRs cannot transfer or grant
any security interest over the rights.

Ordinary shares issued on vesting of PSRs 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 PSRs 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 pursuant to the Rules of the Genesis
Energy Limited Equity Incentive Plan dated 26
June 2024. The Rules state that the objective of
the Plan is to:
(a) promote the retention of key employees;
(b) drive longer-term performance and
alignment of incentives of participants with
the interests of the Company’s shareholders;
and
(a) facilitate and encourage employee share
ownership.
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.

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

GNE has the following PSRs on issue:

Capital Change Notice

(a) 1,048,949 PSRs issued under the FY25 Equity
Incentive Plan;
(b) 1,316,890 PSRs issued under the FY26 Equity
Incentive Plan; and

(c) 1,383,708 PSRs issued under the FY27 Equity
Incentive Plan
GNE has issued 755,778 Restricted Share Rights
to the Company’s Chief Executive.
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
The 1,383,708 new PSRs were issued pursuant
to:
(a) the rules of the Genesis Energy Limited Equity
Incentive plan dated 24 June 2024; and
(b) a Board resolution dated 26 August 2026.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
Issue of PSRs in respect of 1,383,708 ordinary
shares pursuant to the Rules of the Genesis
Energy Limited Equity Incentive Plan dated 24
June 2024 as part of the remuneration package
for those senior employees
Date of issue/acquisition/redemption
2
18/09/2026
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 21/09/26



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).

Capital Change Notice