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 Restricted share rights (‘RSR’)
convertible to ordinary shares subject
to the satisfaction of certain vesting
conditions in accordance with the
terms of the Company’s Equity
Incentive Plan (‘Equity Incentive
Plan’).
ISIN (If unknown, check on NZX website) NZGNEE0001S7
Currency Not applicable
Section 2: Capital change details
Number issued/acquired/redeemed RSRs in respect of 744,536 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 any RSRs to ordinary
shares in GNE is subject to the
satisfaction of certain vesting
conditions in accordance with the
terms of the Equity Incentive Plan.
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

GNE has a total of 1,100,616,362
ordinary shares on issue.

This notice relates to the grant of
RSRs in respect of 744,536 ordinary
shares.

If 100% of the 744,536 RSRs 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 0.06% 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 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:

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

• 525,555 RSRS have a vesting
date of 30 June 2028; and

• 218,981 RSRs have a vesting
date of 30 June 2029).

On each vesting date the Board must
be satisfied that the CEO has:
• maintained high standards of
performance and conduct
throughout the vesting period;
and

• ensured a focus on the
development of successors for
the role of Chief Executive
Officer.

The Board of the Company has the
discretion to permit the vesting of the
RSRs before the relevant vesting
dates in certain circumstances,
including the death or disablement of
the CEO, or if there is a material
change in the Company’s corporate
structure that results in the holder
ceasing to be employed by the
Company or one of its subsidiaries.
Reason for issue/acquisition/redemption and specific authority
for issue/acquisition/redemption/ (the reason for change must be
identified here)
Issued under the Company’s 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.
The 744,536 RSRs which are the
subject of this notice are the only
financial products of that Class on
issue.

The Company currently has 2,423,014
performance share rights of different
Classes on issue under the Equity
Incentive 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 16 June 2025
and Listing Rule 4.6.1.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
Issue of RSRs in respect of 744,536
ordinary shares to the Company’s
CEO, Malcolm Johns (the ‘CEO’)
pursuant to the Equity Incentive Plan
as described above as part of his
remuneration package.

Date of issue/acquisition/redemption
2
7 July 2025
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement David Porter
Contact person for this announcement
David Porter – Investor Relations
Manager
Contact phone number 020 4184 1186
Contact email address David.porter@genesisenergy.co.nz
Date of release through MAP

1 August 2025






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).