Capital Change Notice

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 (1) Lapse of PSRs in respect of 484,012
ordinary shares. This lapse was in respect
of PSRs issued under the Genesis Energy
Performance Share Rights Plan FY2023, in
addition to 311,904 PSRs that lapsed
when holders left the employment of
GNE.

(2) Issue of PSRs in respect of 1,499,638
ordinary shares
Nominal value (if any) (1) and (2) - Nil
Issue/acquisition/redemption price per security (1) and (2) - Nil
Nature of the payment (for example, cash or other
consideration)
(1) Nil

(2) 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 1,100,616,362 ordinary
shares on issue.
• The 484,012 lapsed PSRs represent 0.04%
of the total ordinary shares on issue.
• The 1,499,368 new PSRs being issued
represent 0.13% 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 1,499,368 PSRs issued under the
FY2026 Plan that vests entitles the holder to
acquire one fully paid ordinary share in GNE.

• The number of PSRs that vest will depend on
GNE’s total shareholder return (‘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

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

Capital Change Notice

(‘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 2028.

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

• 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.

Capital Change Notice

Reason for issue/acquisition/redemption and specific authority
for issue/acquisition/redemption/ (the reason for change must
be identified here)
(1) The PSRs lapsed in accordance with the
rules of the Genesis Energy Performance
Share Rights Plan FY2023 because the
Performance Conditions were not met
and/or the relevant holder was not
employed by GNE at 30 June 2025.
(2) Issue under the FY2026 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.

• GNE has a total of 1,109,551,837 ordinary
shares on issue.

• After the lapse of the 484,012 PSRs, and
the issue of the 1,499,368 PSRs GNE will
have a total of 3,438, 370 PSRs on issue.

• Restricted Share Rights in respect of
744,536 ordinary shares issued to the
Company’s CEO also remain on issue.
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 484,012 PSRs lapsed pursuant to the
rules of the Genesis Energy Performance
Share Rights Plan FY2023 (in addition to
311,904 PSRs that lapsed when holders
left the employment of GNE).

(2) The 1,499,638 new PSRs were issued
pursuant to: (a) the rules of the FY2026
Plan; and (b) a Board resolution dated 15
October 2025.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
(1) Lapse of PSRs in respect of 484,012
ordinary shares which were previously
issued to senior executives pursuant to
the Genesis Energy Performance Share
Rights Plan FY2023 as part of the
remuneration package for those senior
executives FY2023 in addition to 311,904
PSRs that lapsed when holders left the
employment of GNE.
(2) Issue of PSRs in respect of 1,499,638
ordinary shares which were issued to
senior executives pursuant to the FY2026
Plan as part of the remuneration package
for those senior executives
Date of issue/acquisition/redemption
2
(1) 01/07/2025 and upon the cessation of
employment of some holders

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

(2) 31/10/2025
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 4 November 2025