Record H1 FY26 earnings. Strategic momentum. Equity raise
MARKET RELEASE
Date: 23 February 2026
NZX: GNE / ASX: GNE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN THE UNITED STATES
Earnings resilience and strategic momentum under Gen35; NZ$400m
equity raise to accelerate growth
Genesis Energy Limited’s (“Genesis”) conƟnued delivery of its Gen35 growth strategy, strengthened by
Genesis’ market leading fuel and generaƟon flexibility and spring hydro condiƟons, has driven a record
first-half normalised EBITDAF of NZ$307 million for the six months ended 31 December 2025.
This result demonstrates the strength and resilience of Genesis’ diversified porƞolio of assets and the
Company’s ability to deliver strong earnings under variable market condiƟons.
Genesis conƟnued to acƟvely manage its gas posiƟon into Q3 FY26. Current expectaƟons are that winter
2026 condiƟons will revert toward more normal seasonal paƩerns, with thermal baseload and firming
capacity available to support system security.
Genesis has today announced a NZ$400 million equity raise to accelerate the development of its growth
opportuniƟes across renewable generaƟon and dispatchable firming capacity, and underpin delivery of
the Gen35 strategy.
Financial Summary
6 months, Dec
2025 ($NZ)
6 months, Dec
2024 ($NZ)
Change
Normalised EBITDAF
1
$307m $222m +38%
Reported EBITDAF
2
$303m $217m +40%
Gross Margin $521m $409m +27%
Net Profit After Tax $95m $70m +36%
Operating Expenses: Digital Investment $28m $14m 100%
Operating Expenses: Operations ($190m) ($178m) +7%
Operating Free Cash Flow ($183m) ($46m) +298%
Interim Dividend 7.30 cps 7.13 cps +2%
Strategy Execution Highlights
• ConƟnued execuƟon of Gen35 strategy to benefit customers and shareholders through Genesis’
large, established customer book, growing renewable generaƟon and market leading flexibility.
• Edgecumbe solar farm (136 MWp) FID delivered and construcƟon will commence in Q4 FY26.
• Leeston solar farm (67 MWp) is on track for FID in Q4 FY26.
• Rangiriri solar farm (271 MWp) was acquired. Once operaƟonal, the Rangiriri solar farm is
expected to generate around 437 GWh of electricity annually – enough to power 54,600 homes.
• Huntly BESS Stage 1 (100 MW/200 MWh) remains on track and within budget; Stage 2 feasibility
progressing.
• 10-year Huntly Firming OpƟons for Rankine capacity were authorised by the Commerce
Commission and came into effect on 1 January 2026.
• ConƟnued progress on Genesis’ Castle Hill wind development and, in addiƟon, entered into an
exclusive wind partnership with Yinson Renewables providing access to a ~1 GW wind pipeline.
• PPA secured 70% of Mt Cass wind farm (95 MW) in Canterbury. This is planned to deliver 210 GWh
p.a. to Genesis from Q1 FY29.
• Successfully delivered the first cohort migraƟon of around 50,000 customers to the Gentrack g2.0
(R2G2) plaƞorm: Release 2 on track.
• Margin quality upliŌ, improved netback.
• Market leading flexibility leveraged during wet and high wind periods, driving record EBITDAF.
• Maintained BBB+ investment grade credit raƟng (S&P stable outlook).
Key Drivers of H1 FY26 Performance
1. Record earnings enabled by market-leading porƞolio flexibility
Genesis delivered record first-half earnings through disciplined porƞolio posiƟoning in favourable hydro
condiƟons. FY26 started with record low inflows and snowpack, before spring saw South Island inflows,
parƟcularly at Tekapo above P75, enabling higher hydro generaƟon and materially reduced thermal
generaƟon. Coal generaƟon fell to 164 GWh from 710 GWh in the prior corresponding period, as thermal
assets shiŌed from baseload to flexible firming.
This integrated porƞolio response reduced Genesis’ carbon emissions and lowered the cost of
generaƟon. The result reinforces the structural flexibility advantage of Genesis’ porƞolio — enabling
earnings to be defended in dry periods and enhanced in favourable condiƟons.
2. Margin quality delivered through conƟnued retail strategy execuƟon
Margin quality remains central to Gen35 execuƟon. Electricity netback increased 17% year-on-year to
NZ$172/MWh, reflecƟng disciplined pricing, improved customer mix and operaƟonal simplificaƟon.
The strategy conƟnues to prioriƟse value over volume. While total customer numbers adjusted following
the move to a single brand, margin quality strengthened, as planned. Growth in strategic segments -
including EV plans and demand flexibility programmes - supported higher lifeƟme customer value and
improved earnings durability.
Gas netbacks also improved through acƟve porƞolio management and disciplined contract posiƟoning.
Across all fuels, total netback increased by NZ$113 million, demonstraƟng Genesis’ ability to convert
scale into sustained margin.
3. Market leading flexibility leveraged
Genesis’ large, established customer book and proacƟve fuel opƟmisaƟon was both a key contributor to
performance and provided gas support to industrial gas customers. Genesis directed gas volumes to
support industrial customers where commercially prudent, leveraging porƞolio flexibility and driving
margin upliŌ.
Gas market volaƟlity persisted during the period, reinforcing the importance of mulƟ-fuel opƟonality
across coal, gas and diesel.
The establishment of a strategic fuel reserve at Huntly Power StaƟon, including 600 kt of coal reserve
funded equally by the four gentailers (including Genesis), further strengthened system resilience and
energy security capability.
4. Digital transformaƟon delivering structural capability
Genesis conƟnued to invest in long-term operaƟonal capability through its digital transformaƟon
programme. Billing and CRM upgrades are now live for around 50,000 customers, with Release 2
progressing toward broader migraƟon. The new financial management system has also gone live, and
enhancements to the electricity trading and risk management system are underway.
Digital investment remains within the previously disclosed NZ$145 million envelope and is expected to
support structural cost-to-serve improvements and enhanced porƞolio opƟmisaƟon from FY28 onwards.
OperaƟng expenses increased during the half due to this planned investment ramp-up and targeted
operaƟonal iniƟaƟves aligned to sustainable earnings growth.
5. Total shareholder return
Genesis delivered total shareholder return of over 13% across calendar year 2025, reflecƟng both
dividend yield and share price appreciaƟon.
Development Pipeline and Growth Momentum
Genesis’ current development pipeline includes projects with aggregate forecast generaƟon capacity of
2,500 MW. Genesis conƟnues to deliver on its strategy targeƟng approximately 500 MW of grid scale
solar, 200 MW of two-hour BESS and Rankine life extension to improve margins across its generaƟon
fleet.
ConstrucƟon on the 136 MWp Edgecumbe solar farm will commence around Q4 FY26. Genesis acquired
the 271 MWp Rangiriri solar farm during the year, which is expected to generate around 437 GWh of
electricity annually – enough to power 54,600 homes. Huntly BESS Stage 1 remains on track and under
budget, with Stage 2 feasibility advancing.
A PPA was entered into with Yinson Renewables in respect of 70% of the output in respect of their Mt
Cass wind farm in Canterbury. This PPA is expected to deliver around 210 GWh p.a. to Genesis once the
wind farm is operaƟonal.
The 10-year Huntly Firming OpƟons (“HFO’s”) for Rankines were approved by the Commerce
Commission and came into effect on 1 January 2026.
Progress has conƟnued on the Castle Hill wind development. In addiƟon, Genesis has entered into an
exclusive partnership with Yinson Renewables, providing access to a potenƟal ~1 GW wind pipeline (over
and above Mt Cass).
Genesis’ porƞolio-led approach ensures projects are sequenced based on risk-adjusted returns, system
need and capital discipline. Renewable growth is designed to enhance outcomes across the fleet,
displacing baseload thermal generaƟon and increasing dispatch flexibility.
Earnings Resilience Through Flexibility
Genesis considers that its market leading flexibility provides it with the unique ability to be able to defend
earnings during dry and low wind periods, as was demonstrated during FY25. This is alongside being able
to maximise earnings during wet, high wind periods as was demonstrated during the first half of FY26.
Genesis considers that its large, established customer book, growing renewable generaƟon and flexibility
underpins the pathway to conƟnued delivery of its strategy now and into the future.
Capital Management and Balance Sheet Strength
OperaƟng free cash flow of NZ$183 million funded growth capital, stay-in-business investment and
dividends during H126. Stay-in-business capex remains focused on prolonging the life of the Rankines
and maintaining asset reliability, while growth capex conƟnues to be directed toward renewables and
storage in line with Gen35 prioriƟes.
Leverage remains within target seƫngs consistent with Genesis’ BBB+ investment grade credit raƟng,
with increased headroom preserved for growth through the equity raise described below.
NZ$400m equity raise to accelerate growth
Equity raise overview
Genesis is undertaking an equity raise of NZ$400 million to accelerate its pipeline of growth
opportuniƟes. The equity raise comprises an underwriƩen placement of NZ$100 million at a price of
NZ$2.15 per share (“Placement”) and an underwriƩen 1 for 7.9 pro rata renounceable rights offer to
raise NZ$300 million at a price of NZ$2.05 per share (“Rights Offer”) (together, the “Offer”).
The proceeds from the Offer will iniƟally be used to reduce net debt and will allow Genesis to:
• accelerate its pipeline of growth opportuniƟes across renewable generaƟon and dispatchable
firming capacity;
• support the delivery of Horizon 2 within Genesis’ broader Gen35 strategy, designed to posiƟon
the business for growth, and increase opƟonality for Horizon 3; and
• accelerate its growth strategy while also remaining commiƩed to its investment grade credit raƟng
and current dividend policy as part of its broader capital management framework.
Malcolm Johns, Genesis’ Chief ExecuƟve, says, “Genesis has developed a strong pipeline of aƩracƟve
growth investments, with this new equity raise offer enabling the acceleraƟon of circa NZ$2 billion
pipeline of growth opportuniƟes to FY32 across renewables and dispatchable firming capacity.”
“A c c e l e r aƟon of opportuniƟes that meet Genesis’ capital allocaƟon framework are expected to both
enhance value for Genesis’ customers as well as shareholders by bringing forward earnings growth and
strengthen Genesis’ ability to support New Zealand’s energy security. Genesis considers that increased
flexible capacity will be required to maintain grid stability and reliability as renewables conƟnue to grow
within New Zealand’s energy mix, parƟcularly during dry periods. Genesis’ pipeline includes projects that
could directly increase dispatchable capacity such as BESS opportuniƟes. AcceleraƟng investment into
renewables should also enable more rapid displacement of Huntly’s baseload role and free up its
capacity to enable Genesis to bring more flexible capacity to the market.
Details of the equity raise
Placement
The Placement will be conducted through a bookbuild in which eligible insƟtuƟonal investors and New
Zealand resident clients of retail brokers will be invited to parƟcipate.
The Placement will comprise the issue of approximately 46.5 million new shares, represenƟng
approximately 4.2% of current issued capital, to raise gross proceeds of NZ$100 million.
The Placement price of NZ$2.15 per new share represents an 8.0% discount to the ex-dividend adjusted
3
closing share price on the NZX of NZ$2.34 on 20 February 2026 and an 8.7% discount to the 5-day ex-
dividend adjusted
3
volume weighted average price on the NZX (“VWAP”) of $2.35 prior to today’s
announcement.
New shares issued on compleƟon of the Placement will be eligible to parƟcipate in the Rights Offer.
Rights Offer
Under the NZ$300 million Rights Offer, eligible shareholders may apply for 1 new share for every 7.9
exisƟng shares held as at 7.00pm (NZDT) / 5:00pm (AEDT) on the record date of 2 March 2026, at an
issue price of NZ$2.05 per new share.
The Rights Offer will comprise the issue of approximately 146.3 million new ordinary shares, represenƟng
approximately 13.2% of current issued capital, to raise gross proceeds of NZ$300 million.
The Rights Offer price of NZ$2.05 represents a 10.8% discount to the ex-dividend-adjusted
3
theoreƟcal
ex-rights price (“TERP”)
4
of NZ$2.30 post the Offer.
Any rights that are not taken up by eligible shareholders and rights of ineligible shareholders will be
offered for sale in the shorƞall bookbuild that will be available to insƟtuƟonal investors and brokers.
Eligible retail shareholders who take up their rights in full may apply for addiƟonal new shares (i.e. shares
in excess of their pro rata rights) that will be offered for sale under the shorƞall bookbuild. Any surplus
subscripƟon monies above the Rights Offer price realised in the shorƞall bookbuild will be returned pro
rata to non-parƟcipaƟng and ineligible retail shareholders.
Rights will not be quoted on the NZX Main Board or on the ASX.
Crown Commitment and UnderwriƟng
The Crown has commiƩed to subscribe for approximately NZ$198m of new shares (“Crown
ParƟcipaƟon”), so that it has a 51.00% shareholding following compleƟon of the Offer
5
. The Crown’s
support of the Offer reflects its assessment of the benefits of acceleraƟng Genesis’ growth opportuniƟes
that directly advance the Government's goals for secure and affordable energy, consistent with the
Crown’s leƩer to Genesis on 30 September 2025.
The Offer, other than the Crown ParƟcipaƟon, is underwriƩen by Jarden Partners Limited.
Dividend
The Board has declared an interim dividend of 7.30 cents per share to be paid on 25 March 2026 (with
a record date of 26 February 2026). Genesis has received a waiver from NZX to enable it to shorten the
five business days’ noƟce period prescribed by the NZX LisƟng Rules between the announcement of this
dividend and its Record Date.
The Genesis Board conƟnues to believe that the current fixed dividend policy remains appropriate and
is likely to conƟnue to be appropriate through to the end of Horizon 2 of Gen35 (i.e. FY28). The Genesis
Board’s current expectaƟon is that Genesis may return to a more market-aligned policy beyond that
period, although that will be a decision for the Board at that Ɵme.
The new shares issued under the Placement and Rights Offer will not be enƟtled to the FY26 interim
dividend.
Dividend Reinvestment Plan
Shareholders will have the opportunity to parƟcipate in Genesis’ dividend reinvestment plan (“DRP”).
The Board has exercised its discreƟon in excepƟonal or unusual circumstances to adjust the DRP sale
price so that the DRP strike price will be set equal to the lower of (i) the DRP strike price calculated under
the usual DRP methodology as contemplated under the terms of the DRP, with no discount applied; and
(ii) the New Zealand dollar issue price payable under the Rights Offer forming part of the Offer.
The DRP strike price will be announced on 4 March 2026, and allotment of new shares is expected to
occur on 25 March 2026.
Outlook
Genesis’ FY26 normalised EBITDAF guidance remains unchanged at NZ$490 million – NZ$520 million.
Genesis’ FY28 normalised EBITDAF target has increased from mid to upper NZ$500 million to upper
NZ$500 million, reflecƟng Genesis confidence in growth towards the higher end of the previously
indicated range.
Genesis has today published its FY32 normalised EBITDAF outlook of NZ$650 million – NZ$750 million.
These outlook expectaƟons are based on a number of important assumpƟons, including relaƟng to
hydrological condiƟons, gas availability, plant reliability, stable market condiƟons and the absence of
material adverse events.
Commentary from Malcolm Johns, Chief Executive
“Our record EBITDAF for the period reflects the structural strength of our porƞolio with its large,
established customer book, growing renewable generaƟon and market leading flexibility.
Genesis is able to defend earnings during dry, low wind periods and opƟmise them during wet, high wind
periods, while also supporƟng wider sector security demands.
We remain focused on conƟnuing to build a commercial culture around delivery for our customers and
shareholders through a focus on conƟnuous improvement in margin quality, cost discipline and strong
capital management.
We remain New Zealand’s largest distributed energy retailer. Our renewable pipeline conƟnues to
progress and we are further unlocking value from our market leading flexibility.
The growth equity raise we have announced today will help us accelerate our development pipeline,
benefiƟng our customers, shareholders and New Zealand’s energy security.”
Additional information
AddiƟonal informaƟon regarding the Offer is contained in the investor presentaƟon accompanying this
announcement and available at www.shareoffer.co.nz/genesis. The investor presentaƟon contains
important informaƟon including key risks and foreign selling restricƟons with respect to the Offer.
AddiƟonal informaƟon regarding the Rights Offer is contained in the Offer Document accompanying this
announcement and available at www.shareoffer.co.nz/genesis.
Key dates
Placement
Trading halt and Placement bookbuild Monday, 23 February 2026
Announcement of results of Placement and trading
halt lifted
Tuesday, 24 February 2026
Settlement on the ASX Thursday, 26 February 2026
Settlement on the NZX Friday, 27 February 2026
Allotment and trading of new shares on ASX and NZX Friday, 27 February 2026
Rights Offer
Record date 7.00pm NZDT, Monday, 2 March 2026
Rights Offer opens Wednesday, 4 March 2026
Rights Offer closes Tuesday, 17 March 2026
Shortfall Bookbuild for Rights Offer Friday, 20 March 2026
Settlement on the ASX Tuesday, 24 March 2026
Settlement on the NZX Wednesday, 25 March 2026
New Rights Offer shares allotted and commence
trading on NZX and ASX
Wednesday, 25 March 2026
Payment of any premium achieved in the Bookbuild Tuesday, 31 March 2026
1. Reported EBITDAF: Earnings before net finance expense, income tax, depreciaƟon, depleƟon, amorƟsaƟon, impairment, unrealised fair value
changes, and other gains. Refer to note A1 in the Condensed Consolidated Interim Financial Statements on page 14 for reconciliaƟon from
EBITDAF to net profit before tax.
2. Normalised EBITDAF adjusted for non-rouƟne restructuring costs ($0.5 million), acquisiƟon costs ($0.8 million) and provision for Crown
royalƟes seƩlement for Kupe Venture Limited - PML 38146 ($2.0 million).
3. Ex-dividend adjustment based on Genesis’ FY26 interim dividend of 7.3 cents per share declared today.
4. TERP is the TheoreƟcal Ex-Rights Price at which Genesis ordinary shares would trade immediately aŌer the ex-rights date for the Rights Offer.
TERP is calculated with reference to Genesis’ NZX closing share price of NZ$2.34 on 20 February 2026 (ex-dividend adjusted
3
) and includes all
new shares issued under the equity raise. TERP is a theoreƟcal calculaƟon only and the actual price at which Genesis ordinary shares will trade
immediately aŌer the ex-rights date for the Rights Offer will depend on many factors and may not be equal to TERP.
5. Crown has commiƩed to subscribe for such number of new shares to result in a 51.00% shareholding following compleƟon of the Offer
(noƟng the Crown’s current shareholding in Genesis is 51.23%)
ENDS
For investor relaƟons enquiries, please contact:
David Porter
Investor RelaƟons Manager
M: 020 4184 1186
For media enquiries, please contact:
Graeme Muir
Group Manager CommunicaƟons
M: 027 202 4885
About Genesis Energy:
Genesis Energy (NZX: GNE, ASX: GNE) is a diversified New Zealand energy company. Genesis sells
electricity, reƟculated natural gas and LPG and is one of New Zealand's largest energy retailers with
approximately 500,000 customers. The Company generates electricity from a diverse porƞolio of thermal
and renewable generaƟon assets located in different parts of the country. Genesis also has a 46% interest
in the Kupe Joint Venture, which owns the Kupe Oil and Gas Field offshore of Taranaki, New Zealand.
Genesis had revenue of NZ$3.7 billion during the 12 months ended 30 June 2025. More informaƟon can
be found at www.genesisenergy.co.nz
Important NoƟce
EXCEPT AS OTHERWISE EXPRESSLY AGREED WITH GENESIS, THIS ANNOUNCEMENT IS RESTRICTED AND
IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART,
IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES, CANADA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS
FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
This announcement or any part of it does not consƟtute or form part of any offer to issue or sell, or the
solicitaƟon of an offer to purchase, subscribe for or otherwise acquire, any securiƟes in the United States
(including its territories and possessions, any state of the United States and the District of Columbia (the
"United States" or "US"), Canada, South Africa, Japan or any other jurisdicƟon in which the same would
be unlawful. No public offering of the new shares is being made in any such jurisdicƟon.
The new shares offered in the Placement and the Rights Offer have not been and will not be registered
under the US SecuriƟes Act of 1933, as amended (the "SecuriƟes Act"), or under the securiƟes laws or
with any securiƟes regulatory authority of any state or other jurisdicƟon of the United States, and
accordingly the new shares may not be offered, sold, pledged or transferred, directly or indirectly, in,
into or within the United States except pursuant to an exempƟon from, or in a transacƟon not subject
to, the registraƟon requirements of the SecuriƟes Act and in compliance with any applicable securiƟes
laws of any relevant state or other jurisdicƟon of the United States. There is no intenƟon to register any
porƟon of the offering in the United States or to conduct a public offering of securiƟes in the United
States.
The new shares offered in the Placement and the Rights Offer have not been approved or disapproved
by the US SecuriƟes and Exchange Commission, any state securiƟes commission or other regulatory
authority in the United States, nor have any of the foregoing authoriƟes passed upon or endorsed the
merits of the placing or the accuracy or adequacy of this announcement. Any representaƟon to the
contrary is a criminal offence in the United States.
Forward-Looking Statements
This announcement contains certain forward-looking statements such as indicaƟons of, and guidance
on, future earnings and financial posiƟon and performance. Forward-looking statements can generally
be idenƟfied by use of words such as “approximate”, “project”, “foresee”, “plan”, “target”, “seek”,
“expect”, “aim”, “intend”, “anƟcipate”, “believe”, “esƟmate”, “may”, “should”, “will”, “objecƟve”,
“assume”, “guidance”, “outlook” or similar expressions. This also includes statements regarding the
Ɵmetable, conduct and outcome of the Offer and the use of proceeds thereof, statements about the
plans, targets, objecƟves and strategies of Genesis, statements about the future performance of, and
outlook for, Genesis’ business. It also includes Genesis’ comments on its outlook for future periods,
including the 12-month periods ending 30 June 2026, 30 June 2028, and 30 June 2032. Any indicaƟons
of, or guidance or outlook on, future earnings or financial posiƟon or performance and future
distribuƟons are also forward-looking statements. All such forward-looking statements involve known
and unknown risks, significant uncertainƟes, judgements, assumpƟons, conƟngencies, and other factors,
many of which are outside the control of Genesis, which may cause the actual results or performance of
Genesis to be materially different from any future results or performance expressed or implied by such
forward-looking statements.
Such forward-looking statements speak only as of the date of this announcement. Except as required by
law or regulaƟon (including the NZX LisƟng Rules and the ASX LisƟng Rules), Genesis undertakes no
obligaƟon to provide any addiƟonal informaƟon or update these forward-looking statements for events
or circumstances that occur subsequent to the date of this announcement or to update or keep current
any of the informaƟon contained herein.
Any esƟmates, projecƟons or outlook statements as to events that may occur in the future are based
upon the best judgement of Genesis from the informaƟon available as of the date of this announcement.
A number of factors could cause actual results or performance to vary materially from the esƟmates,
projecƟons or outlook statements. Investors should consider the forward-looking statements in this
announcement in light of those risks and disclosures.
ENDS
For investor relaƟons enquiries, please contact:
David Porter
Investor RelaƟons Manager
M: 020 4184 1186
For media enquiries, please contact:
Graeme Muir
Group Manager CommunicaƟons
M: 027 202 4885
About Genesis Energy:
Genesis Energy (NZX: GNE, ASX: GNE) is a diversified New Zealand energy company. Genesis sells
electricity, reƟculated natural gas and LPG and is one of New Zealand's largest energy retailers with
over 520,000 customers. The Company generates electricity from a diverse porƞolio of thermal and
renewable generaƟon assets located in different parts of the country. Genesis also has a 46% interest
in the Kupe Joint Venture, which owns the Kupe Oil and Gas Field offshore of Taranaki, New Zealand.
Genesis had revenue of NZ$3.7 billion during the 12 months ended 30 June 2025. More informaƟon
can be found at www.genesisenergy.co.nz
---
GENESIS ENERGY LIMITED
Interim Report 2026
GENESIS INTERIM REPORT 2026
01
Letter from the Chair and Chief Executive
H1 FY26 at a glance
Reported EBITDAF
1
H1 FY25 $216.5m
$303.2m
Normalised EBITDAF
2
HY1 FY25: $222.0m
$306.5m
Net Profit After Tax (NPAT)
H1 FY25 $70.3m
$ 9 5.1 m
Interim Dividend
H1 FY25: 7.13cps
7.30cps
Malcolm Johns
CHIEF EXECUTIVE OFFICER
Barbara Chapman CNZM
CHAIR
1. Reported EBITDAF: Earnings before net finance
expense, income tax, depreciation, depletion,
amortisation, impairment, unrealised fair value changes,
and other gains. Refer to note A1 in the Condensed
Consolidated Interim Financial Statements on page 16
for reconciliation from EBITDAF to net profit before tax.
2. Normalised EBITDAF adjusted for non-routine
restructuring costs ($0.5 million), acquisition costs ($0.8
million) and provision for Crown royalties settlement for
Kupe Venture Limited - PML 38146 ($2.0 million).
Among the factors influencing the result were
improvements in how we trade our portfolio,
improved fuels management systems and the
improved positioning of our customer books to
deliver ongoing netback growth.
We managed our gas supply dynamically,
redirecting supply to fill a gap for industry and
placing the gas-only Unit 5 on a three-month
outage for maintenance.
At the same time, we progressed our renewable
generation pipeline for self-sufficiency in the
future.
Our strategy execution was focused on
delivering margin quality, cost discipline and
strong capital management across a balanced
portfolio covering our customers, renewable
generation, and flexibility. Together these make
up the six areas of focus in delivering Gen35, as
outlined at Investor Day in November.
Gen35 progress
CUSTOMER
The first year of Gen35, Horizon 1, was about
getting future-fit and focusing on productivity
growth. We achieved this with a combination
of business simplification, improved customer
support, brand equity and a stable net promoter
score. That delivered an $11m opex reduction
and helped lift total netback by 22% since
FY23.
That uplift reflected maximising the low-
hanging fruit – simplification, cost reduction,
and seeing Ecotricity’s contribution move above
the line for the first time. It proved the power of
consolidation and focus.
Tēnā koutou,
Our record first-half normalised EBITDAF of $306.5m
was driven by both strong hydro inflows and our growing
portfolio flexibility under Gen35, allowing us to flex with
market conditions to drive optimal margin quality outcomes.
This excellent result demonstrates the increasing impact of
Gen35 in delivering for shareholders.
GENESIS INTERIM REPORT 2026
02
We’re now accelerating through Horizon 2 and
focused on channel and portfolio monetisation.
Our retail transformation programme hit a new
gear as we combined our retail business with
commercial, industrial and trading to create one
dynamic and integrated demand book with the
shared goal of growing Group Gross Margin
(GGM).
That involves achieving two outcomes
simultaneously: monetising our portfolio
optionality to maximise GGM; and lowering
the total cost of energy to customers through
electrification of homes and businesses.
The former will be boosted by the Wholesale
Markets technology programme enabling
us to better model and forecast scenarios
and trade more effectively into the market.
We delivered the first release of derivatives
trading tools and approved business cases for
Energy Trading Risk Management and Gross
Margin Calculation, setting us up to deliver
these new tools and processes through FY26
with significant benefits expected in how we
optimise and trade our generation portfolio.
We’re supporting our customers to lower the
total cost of their energy through EV charging
propositions, energy audits for our business
customers, and launching the Go Electric
calculator on our website, a tool for exploring
smart energy efficiency upgrades for the
home. This includes home solar, part of a suite
of Distributed Energy Resources (DER) we’re
growing so that in time, Virtual Power Plants
(VPPs) will allow thousands of home solar and
battery setups, hot water cylinders, and EVs
to be coordinated remotely, acting like a single
large power station. This will reduce the need
for backup thermal generation, cut emissions,
and strengthen energy security.
Customers on our EV Plan saw a net growth
of 21% year to date, and now exceed 14,000.
ChargeNet, in which we have a 65% stake,
delivered 217,000 charging sessions to drivers
nationwide, up 12% on the first half of FY25.
Our technology programme is being delivered
on time and within its $145m envelope, focused
on assisting margin quality and cost discipline.
We note timing of spend may still shift between
FY26/27, especially spend scheduled across
May to August.
We achieved a key milestone with our first
cohort of around 50,000 customers moving
onto the new Customer Relationship
Management (CRM) system. The transition
went very smoothly, with an immediate uplift
in operational benefits and resulting customer
satisfaction. Our customer service team
members have reported the system is intuitive,
easy to learn and use, and reduces time in
resolving customer enquiries.
Our remaining customers will be transitioned to
the platform by Q2 FY27. The system will enable
new products to be tailored to various customer
groups, and improve time-to-market. Long
term we expect its deployment to reduce our
commercial OPEX by at least 20%.
As part of Gen35 we undertook to create
adjacent value pools and other digital services
that will strengthen customer relationships and
lifetime value, and in October launched our
broadband offering. By the end of January we
had nearly 1400 broadband customers, showing
strong early demand and validating broadband
as a compelling addition to our product
suite. The annual gross margin contribution
is between $118 and $205 per customer
depending on their plan.
Importantly, the broadband offering is attracting
customers beyond our existing electricity base,
demonstrating its value as a strategic lead-in
product and growth channel.
The integration of renewable electricity retailer
Ecotricity into our business is progressing well
and is now being offered as a Genesis product.
Ecotricity continues to offer lower overall
energy costs to our customers as they electrify
their homes and businesses.
AI is being deployed throughout our business
to improve productivity and reduce cost. An
example is a chatbot for customers which is
able to resolve queries instantly 56% of the
time, against a target of 38%. This frees up our
customer service representatives to resolve
more complex customer issues.
Together, all of the above initiatives position us
for a further 10–15 percent uplift in netback by
FY28, achieved through mix, shape, and cost
efficiency.
Building on what we’ve already delivered we
will bring a 32%-37% improvement in netback
performance over the five years to FY28.
While economic commentators talk about
green shoots appearing, we acknowledge that
price increases can still hit hard for many of our
customers. While the majority of the cost we’ve
had to pass on in the past six months is due to
lines and transmission charges approved by
the Commerce Commission, we endeavour to
minimise price increases as much as we can.
Our broadband offering
was launched in October.
GENESIS INTERIM REPORT 2026
03
RENEWABLES
We now have 2,500 MW of development
options in our renewables pipeline.
Following the opening of the Lauriston Solar
Farm in Canterbury, our joint venture with
FRV Australia, our renewables programme
continued at pace with a Final Investment
Decision (FID) reached for a 136 MWp solar
farm at Edgecumbe in the Bay of Plenty. The
209-hectare site will hold approximately
220,000 solar panels and generate around
230 GWh of renewable electricity annually,
enough to power around 30,000 households.
Commercial Operation Date early FY28 and
construction will begin around Q4 FY26.
We expect to reach FID on our site at Leeston in
Canterbury in Q4 FY26. The Leeston site covers
111 hectares and will generate around 110 GWh
of renewable electricity annually, enough to
power around 15,700 households.
This year we will progress a 220 MWp solar
farm at Foxton through the fast-track process.
The 436-hectare site will hold approximately
150,000 solar panels, generating an estimated
345,000 MWh a year, enough to power nearly
43,000 households. Subject to FID, construction
of the project will likely commence in FY27, with
work currently anticipated to take around 18
months.
In October we announced plans to acquire and
develop a 271 MWp solar farm near Rangiriri,
Waikato. The consented site is close to our 200
MWh battery project at Huntly Power Station,
currently under construction.
Together, these assets will integrate solar
generation with battery storage and reduce
reliance on gas generation.
Once operational, the Rangiriri solar farm
is expected to generate around 437 GWh
of electricity annually – enough to power
approximately 54,600 homes. We expect to
reach FID on the $487m project in Q3 FY27,
with first generation targeted for FY29.
This half year we advanced our wind
development options with an exclusivity
agreement with global independent power
producer Yinson Renewables. Yinson is
developing around 1 GW of wind generation
throughout New Zealand, representing a
significant pipeline of wind opportunities for
Genesis as a power off-taker and co-investor.
Our first project with Yinson is an offtake
agreement for its 94.6 MW wind farm at Mt
Cass in Canterbury. The 15-year Power Purchase
Agreement (PPA) will see us purchase 70% of
the electricity generated by the wind farm. It
is expected to produce over 300 GWh of new
renewable energy each year, enough to power
about 40,000 households. The wind farm’s
construction is scheduled to commence Q3
FY26, with completion expected in FY28.
We are building a business case for our own
consented wind site at Castle Hill in the
Wairarapa. The consent permits us to build and
operate up to 300MW of turbines in a world
class wind resource, achieving capacity factors
above 50%.
We are now advancing design and securing
approvals for a new transmission line, which
would connect the windfarm to the national
grid. We will continue to progress key design
and development activities towards a potential
investment decision.
In addition, we’ve signed an MOU with Taranaki
Offshore Partners to explore the commercial
viability of offshore wind generation and
offtake agreements.
Biomass will be an important part of our
renewable portfolio, and we remain committed
to supporting the establishment of a sustainable
local supply chain. Biomass will add value to
Huntly Firming Options (HFOs), and contribute
to our emissions reduction as we head toward
our Science Based Target of net zero 2040.
We’re in advanced negotiations with a number
of potential biomass suppliers. Our target is to
establish a pathway to 300 kt pa by FY28.
Artist's impression of the Mt Cass wind farm. Image courtesy of Yinson Renewables.
GENESIS INTERIM REPORT 2026
04
FLEXIBILITY
In November the Commerce Commission
authorised the 10-year HFOs agreed with
Contact, Mercury and Meridian.
The agreements will support critical back-up
electricity generation and fuel being available
to support the security of the electricity system
and price stability.
The HFOs cover 150 MW – 50 MW each for
Contact, Mercury and Meridian. In addition,
the agreements support Genesis’ establishment
of a solid fuel reserve of up to 600 kt for dry
winters with low hydro inflows. This will initially
be made up of coal, however, the reserve may
transition to biomass as it becomes available in
coming years.
Sharing the cost of the reserve stockpile
releases $95m in working capital back to
Genesis.
Without the agreements, one of the Rankine
units at Huntly Power Station was due to be
removed from service in Q3 FY26 following
expiry of its statutory certifications. To keep the
unit in service out to FY35 requires significant
investment. Once the agreements were
authorised, extensive maintenance work began
on the unit to ensure it is available for winter
2026 and beyond.
In the context of securing supply during
dry years, we acknowledge Transpower’s
review of its Security of Supply Forecasting
and Information Policy (Sosfip), released in
December. We believe contingent storage of
hydro lakes should remain a fuel of last resort,
and that releasing it ahead of other market
resources risks distorting investment signals
for firming capacity. In addition, the Fast
Track panel’s decision in November to permit
the ongoing operation of the Tekapo Power
Scheme clarified the scheme’s operating range
and removed a shadow constraint that had
restricted April–September access, enabling
Transpower to include Tekapo storage in
capacity forecasts.
The retention of the Rankine to serve the
10-year HFOs enables additional security
products to be offered to independent retailers,
generators and large industrials. We are
currently engaging with those organisations to
understand their requirements and are aiming
to launch a short-term HFO products to market
in Q2 FY26. These will look to offer customers
the opportunity to contract for terms of two to
three years.
By the end of the half-year the coal stockpile
measured 1.1 million tonnes – 500 kt to cover
our own customers, and 600 kt for the strategic
reserve. This is the stockpile’s highest level
since March 2012. While most of our coal is
imported from Indonesia, we were pleased to
strike a two-year deal with New Zealand mining
company, BT Mining, to supply 240 kt of coal
to the Huntly Power Station — equivalent to
10 kt per month. The deal diversifies our fuel
supply chain – mitigating risks from global
market volatility or shipping disruptions – while
supporting domestic mining operations and
associated jobs in the Waikato region.
Our new Battery Energy Storage System
(BESS) at the Huntly site will provide another
form of energy storage. Installation of Stage 1, a
100 MW battery, is underway, and it’s expected
to be operational by Q1-Q2 FY27. Capable of
storing 200 MWh of electricity, enough to
power approximately 60,000 households for
two hours, the battery is the perfect partner
to our solar farms. It can store electricity
generated during the day and release it during
evening or early morning times of peak demand.
We are well into reviewing Stage 2 of our
battery programme. BESS 2 is positioned to be
the most cost-efficient battery development
option in the market, supported by existing
land, consents, grid connection and shared
balance-of-plant infrastructure already paid for
by BESS 1.
The coal stockpile at Huntly Power Station
Artist's impression of the battery
installation at Huntly Power Station.
GENESIS INTERIM REPORT 2026
05
New fast-start generation plant at Huntly
Power Station is another option to support
energy security for our customers and New
Zealand. We’re exploring plant that would
potentially provide an additional capacity of
50 to 100MW. It could run on a variety of fuels,
including diesel and natural gas (whether from
domestic sources or LNG imports). The option
is being developed to a point that Genesis
can move quickly when there is commercial
advantage.
Strategically, installing new peaking generation
plant at Huntly aligns with our Gen35 pillar of
maximising the Huntly site to support more
intermittent renewables and provide extra
supply at short notice during peak demand.
We’re looking at a variety of technologies,
including a new single unit or modular options.
The Huntly site is best suited to house this
additional plant both in terms of its location and
proximity to key infrastructure. The Huntly site
has existing connections to the national grid, is
close to the high demand centres of Auckland,
Hamilton and Tauranga, has the space and
infrastructure that enable the plant to readily
access and operate on different fuels, and has
a competent specialist workforce required to
manage diverse fuel supplies and operate the
plant.
Similar to retention of the additional Rankine,
additional flexible generation capacity would
support greater availability of risk management
and firming products for independent retailers,
generators, and large industrial users.
As available options are evaluated further, we
will approach the market to gauge interest in
capacity products such as HFOs to support
development, operation and fueling of the
plant.
The decline in the national gas supply is a
challenge for the whole country, and we are
managing our supply dynamically. We expect
to see the proportion used by our customers
increase as industrials outbid generators. While
we have the advantage in being able to pivot
to coal, the ability to store gas will be key to
increasing Huntly Power Station’s flexibility. In
November we enhanced our relationship with
the Tariki gas field joint venture with an MoU
securing exclusive rights to negotiate up to 10
PJ of gas storage at Tariki in Taranaki.
We’re also investigating other gas flexibility
options including other fields, LNG and demand
response.
Capital management
Each of the developments outlined above will
utilise one of the three financing structures
in our capital management toolkit: Direct
on-balance sheet investment, where we will
generally prioritise assets that store energy,
are dispatchable or also provide second order
portfolio benefits; leveraging third party capital,
where we form joint ventures with third party
capital providers to build new renewable
generation; and indirectly leveraging third party
capital, where we write long term PPAs with
third party generators.
This gives us the flexibility to move at pace
while retaining the ability to recycle capital if or
when it makes sense. Our capital management
framework guides these choices to optimise
value, manage risk and maintain balance sheet
strength.
After the independent review of the electricity
market performance last year the Government
made clear its willingness to participate
in potential equity raisings, where these
make commercial sense and support policy
objectives. On that basis we have decided to
proceed with a $400m equity raise, with the
Crown’s support as our 51% shareholder.
The Rankine hall at Huntly Power Station.
GENESIS INTERIM REPORT 2026
06
We are confident that a raise of this level
will, alongside the other capital management
tools available, enable us to deliver on our
development pipeline of more than $2 billion.
This programme includes investment in the
repurposing of Huntly Power Station, including
extending the operating life of the Rankine
units, and investing in battery storage projects.
Acceleration of our renewable development
pipeline in solar and wind will also enable more
rapid displacement of Huntly’s baseload role
and free up its capacity to enable Genesis to
bring more flexible capacity to the market.
Our dual opportunity to invest in Huntly Power
Station and our renewable energy pipeline
uniquely positions us to help respond to the
government's energy response package and
provides increased energy security to New
Zealand.
The Board believes that selectively accelerating
these opportunities, where returns justify it, is
in the best interests of shareholders.
Board update
Our Annual Shareholder Meeting in August saw
us thank and farewell director Paul Zealand,
who retired from the board after nine years’
service.
Our new director, David Baldwin, was voted
onto the Board. David brings more than 35 years
of international leadership and governance
experience across Asia-Pacific, Europe, and
North America. We are benefitting from
his expertise in renewables, gas and LNG,
utilities, chemicals, and infrastructure asset
management.
In December Catherine Drayton advised us
of her intention to step down from the Board,
effective 23 June 2026. Catherine joined the
Board in March 2019 we thank Catherine for her
significant contribution to the Company over
the last six years, particularly her leadership
in governance, strategy and risk management.
The Board is advancing the appointment of a
director to replace Catherine.
Our people
Our employee survey shows we have
maintained strong engagement, alignment and
trust within our culture as we’ve embarked on
major change across the business.
We made some reporting line changes at
executive level to better support our people in
accelerating the delivery of Gen35, including
increasing our focus on core deliverables and
making the most of opportunities that have
surfaced during our Gen35 journey.
A new leadership development programme for
our senior leadership team is focused heavily on
delivery and commercial outcomes to develop
their commercial capability, resilience and
performance.
Safety and wellness is fundamental to
performance, and our Chief People Officer
Claire Walker has become our Executive safety
lead, bringing people, culture and safety into
the same leadership team.
Guidance and dividends
Following a strong first half, in January we
updated our FY26 normalised EBITDAF
guidance range from $455m–$485 million
to $490m-$520m. This remarkable progress
serves as a proof point of the competitive
advantages in our flexible and growing
portfolio, underpinned by resolute focus on
margin quality, cost discipline and strong capital
management.
This guidance remains subject to final
hydrological conditions, gas availability and
pricing, plant reliability, and stable market
conditions. We note that digital investment is
expected to peak this financial year, and we’ve
budgeted for increased carbon and gas costs.
We are very aware of the importance
shareholders place on dividends and the Board
is continually reviewing the balance between
investing for the future, maintaining sector
leading yields, and retaining our BBB+ credit
rating over the long term. The reset to a fixed
dividend in FY24 of 14 cents per share in real
terms as at 2023 remains the Board’s desired
setting through Horizon 2 of Gen35 to FY28.
As a matter of good governance the Board
regularly reviews dividend policy; this ensures
that through our accelerated transition phase,
we are balancing consistent returns with the
long-term growth of our business.
The Board is also conscious of delivering total
shareholder return (TSR) overall. The share
price growth of around 6.7% compared to the
first half of FY25 is pleasing to see. Including
the 6.4% dividend yield, the TSR for the 2025
calendar year was 13.1%.
We expect the delivery of Gen35 to become
more evident in our earnings and shareholder
returns over the next few years. Electricity is
a growth market as we accelerate through
the transition. Our competitive advantage will
continue to enhance our investor proposition
over the remainder of this financial year and
into the future.
Barbara Chapman CNZM
CHAIR
Malcolm Johns
CHIEF EXECUTIVE
Areta Mackey, Power Schemes
Services Manager
GENESIS INTERIM REPORT 2026
07
1. Where applicable, metrics include Ecotricity information from 1
December 2024 (the date Ecotricity became a subsidiary of the
group), except for:
- iNPS due to the wording of the question; and
- Total recordable injuries and workdays lost which have only
been included from H1 FY26.
Key H1 FY26 Sustainability data
This serves as a snapshot of our half year performance against key Environmental, Social and Governance (ESG) indicators. Full sustainability data and performance against our FY28 Sustainability
Framework is included in our annual reporting. For the most recently reported information, refer to our FY25 ESG datasheet and GRI Index and Sustainability Framework. This data is not subject to
assurance.
A framework for the future
During 2025 we developed our 2028 Sustainability Framework, Te Wao Nui, which sets out the next evolution of Genesis’ sustainability journey. The development of the new Framework is underpinned by
our annual materiality assessment, future trends, and global and local sustainability risks and opportunities. The 2028 Framework is focused on how we are transitioning our business and supporting our
customers, communities and people to transition to a low carbon future, supporting energy wellbeing and building on our sustainable business foundations. More information can be found on our website.
Progress on the 2028 Framework will be referred to in the FY26 Integrated Report.
Key H1 FY26 sustainability metrics
1
H1 FY26H1 FY25H1 FY24H1 FY23
Empowering NZ’s energy transition Scope 1 and 2 emissions (tCO
2
e)507,6201,130,405986,957439,017
Scope 3 emissions from use of sold products (tCO
2
e)386,072369,899294,701415,220
Total scope 1, 2 and 3 emissions (tCO
2
e)1,161,0871,715,8431,422,759998,740
Thermal generation as a % of total generation35%53%46%30%
CustomerNumber of retail customers 495,706 516,312493,215481,285
Number of formal customer complaints per 1,000 retail customers2.020.941.020.89
Interactive Net Promoter Score (iNPS)
2
45 534947
Customers on an EV plan 13,996 9,6116,7712,897
Supply chain Total supply chain spend ($m)$1,431$1,809 $1,133$987
EmployeesEmployees (headcount)
3
1,3301,3041,3061,222
Employees (FTE)
3
1,292 1,2701,269 1,1 7 9
Total recordable injuries
4
19 2527 17
Workdays lost or restricted due to injury
4
334446403394
Senior leader gender representation
5
45:5543:5743:5739:61
Community Given the longer-term nature of our Community Programmes, full year data will be
presented in our end-of-year disclosures. For FY25 performance, please see our FY25 ESG
datasheet and GRI Index
2.
Based on survey question 'Based on your recent interaction with
Genesis/Frank, how likely would you be to recommend Genesis/
Frank to your family/friends?' The reported score is calculated
using all ratings received in the six month period for H1 FY26, H1
FY25, H1 FY24 and H1 FY23.
3.
Headcount includes employees on permanent, fixed-term
and casual contracts (including employees on parental leave
or a career breaks). FTE is calculated using the same basis as
headcount however it excludes employees on parental leave or a
career break. Both headcount and FTE exclude contractors.
4. The severity and classification of injuries are subject to change
based on medical assessment and acceptance by ACC. Where
injuries are reclassified after a reporting period, the historical
results are restated. The reported results are based on the
classification status as at 12 January 2026.
5. Percentage of female : male. Measures the progress we are
making in advancing females into senior leadership roles. Senior
leaders are classified as Tier 1, Tier 2, and Tier 3 employees.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
GENESIS INTERIM REPORT 2026
08
Condensed Consolidated Interim Financial Statements
For the six months ended 31 December 2025
Notes to the condensed consolidated interim financial statements
General information and significant matters
13
A. Financial performance
A1. Segment reporting
14
A2. Depreciation, depletion and amortisation
17
A3. Other gains (losses)
17
B. Operating assets
B1. Property, plant and equipment
17
B2. Oil and gas assets
19
C. Working capital
C1. Receivables and prepayments
19
C2. Inventories
19
D. Funding
D1. Borrowings
20
D2. Finance expense
21
D3. Dividends
21
E. Risk management
E1. Derivatives
22
E2. Change in fair value of financial instruments
22
E3. Fair value measurement
23
F. Other
F1. Related party transactions
24
F2. Commitments
24
F3. Contingent assets and liabilities
24
F4. Subsequent events
24
G. Business acquisitions and investments
G1. Business acquisitions
25
Condensed consolidated interim financial statements
Consolidated comprehensive income statement9
Consolidated statement of changes in equity10
Consolidated balance sheet11
Consolidated cash flow statement12
Lauriston Solar Farm
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
GENESIS INTERIM REPORT 2026
09
Consolidated comprehensive income statement
For the six months ended 31 December 2025
Note
31 Dec 2025
unaudited
$ million
31 Dec 2024
unaudited
$ million
RevenueA1 1,533.6 1,761.2
ExpensesA1(1,229.1)(1,537.0)
Depreciation, depletion and amortisationA2(127.5)(113.4)
Impairment of non-current assets - (0.8)
Revaluation of generation assetsB1 2.8 (74.7)
Change in fair value of financial instrumentsE2(9.3) 86.4
Share of associates and joint ventures(0.1 ) 0.7
Other gains (losses)A3 0.5 10.9
Profit before net finance expense and income tax 170.9 133.3
Finance revenue 0.3 1.7
Finance expenseD2(36.0)(41.3)
Profit before income tax 135.2 93.7
Income tax expense(4 0.1 )(23.4)
Net profit for the period 9 5.1 70.3
Earnings per share (EPS) from operations
attributable to shareholders CentsCents
Basic and diluted EPS 8.64 6.50
Note
31 Dec 2025
unaudited
$ million
31 Dec 2024
unaudited
$ million
Net profit for the period 9 5.1 70.3
Other comprehensive income
Change in cash flow hedge reserve(12.3)(5.5)
Share of other comprehensive income of associates and
joint ventures accounted for using the equity method
(0.3)(0.7)
Income tax expense relating to items above 3.5 1.7
Total items that may be reclassified to profit or loss( 9.1 )(4.5)
Change in asset revaluation reserveB1 119.7 365.7
Income tax expense relating to items above(33.5)(102.4)
Total items that will not be reclassified to profit or loss 86.2 263.3
Total other comprehensive income for the period 7 7.1 258.8
Total comprehensive income for the period 172.2 329.1
The above statement should be read in conjunction with the accompanying notes.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
GENESIS INTERIM REPORT 2026
10
Note
Share capital
unaudited
$ million
Share-based
payments reserve
unaudited
$ million
Asset
revaluation reserve
unaudited
$ million
Cash flow
hedge reserve
unaudited
$ million
Retained earnings
unaudited
$ million
To t a l
unaudited
$ million
Balance as at 1 July 2025 790.3 2.0 2,184.5 32.2 ( 3 3.1 ) 2,975.9
Net profit for the period - - - - 9 5.19 5.1
Other comprehensive income
Change in cash flow hedge reserve - - - (12.3) - (12.3)
Change in cash flow hedge reserve - associates and joint ventures - - - (0.3) - (0.3)
Change in asset revaluation reserveB1 - - 119.7 - - 119.7
Income tax expense relating to other comprehensive income - - (33.5) 3.5 - (30.0)
Total comprehensive income for the period - - 86.2 ( 9.1 ) 9 5.1 172.2
Revaluation reserve reclassified to retained earnings on disposal of assets - - (0.4) - 0.4 -
Hedging gains and losses transferred to the cost of assets - - - (1.0) - (1.0)
Income tax on hedging gains and losses transferred to the cost of assets - - - 0.3 - 0.3
Changes associated with share-based payments - (0.3) - - 0.8 0.5
Net change in treasury shares 0.3 - - - - 0.3
Shares issued under dividend reinvestment planD3 20.5 - - - - 20.5
DividendsD3 - - - - (78.9)(78.9)
Balance as at 31 December 2025 811.1 1.7 2,270.3 22.4 (15.7) 3,089.8
Balance as at 1 July 2024752.1 1.7 1,951.5 25.8 (5 3.1 )2,678.0
Net profit for the period - - - - 70.3 70.3
Other comprehensive income
Change in cash flow hedge reserve - - - (5.5) - (5.5)
Change in cash flow hedge reserve - associates and joint ventures - - - (0.7) - (0.7)
Change in asset revaluation reserve - - 365.7 - - 365.7
Income tax expense relating to other comprehensive income - - (102.4) 1.7 - (100.7)
Total comprehensive income for the period - - 263.3 (4.5) 70.3 329.1
Revaluation reserve reclassified to retained earnings on disposal of assets - - (4.1) - 4.1 -
Hedging gains and losses transferred to the cost of assets - - - 0.4 - 0.4
Income tax on hedging gains and losses transferred to the cost of assets - - - (0.1) - (0.1)
Changes associated with share-based payments - (0.2) - - 0.1 (0.1)
Net change in treasury shares 0.5 - - - - 0.5
Shares issued under dividend reinvestment planD3 1 7. 8 - - - - 1 7. 8
DividendsD3 - - - - (75.7)(75.7)
Balance as at 31 December 2024 770.4 1.5 2,210.7 21.6 (54.3) 2,949.9
The above statement should be read in conjunction with the accompanying notes.
Consolidated statement of changes in equity
For the six months ended 31 December 2025
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
GENESIS INTERIM REPORT 2026
11
Consolidated balance sheet
As at 31 December 2025
Note
31 Dec 2025
unaudited
$ million
30 Jun 2025
audited
$ million
Cash and cash equivalents96.8 81.0
Receivables and prepaymentsC1304.9 325.1
InventoriesC22 4 7. 4 230.5
Intangible assets61.3 61.3
DerivativesE1163.6 241.4
Total current assets874.0 939.3
Receivables and prepaymentsC10.2 0.9
Inventories C270.5 -
Property, plant and equipmentB14,312.6 4,160.1
Oil and gas assetsB2191.4 204.1
Intangible assets292.8 298.6
Investments in associates and joint ventures166.8 165.8
DerivativesE1381.0 333.2
Total non-current assets5,415.3 5,162.7
Total assets6,289.3 6,102.0
Note
31 Dec 2025
unaudited
$ million
30 Jun 2025
audited
$ million
Payables and accruals324.1 332.8
Tax payable 33.1 42.1
BorrowingsD1420.8 336.3
Provisions34.5 29.0
DerivativesE1165.3 94.5
Total current liabilities977.8 834.7
Payables and accruals0.6 1.8
BorrowingsD11,069.7 1,153.5
Provisions211.4 202.5
Deferred tax904.5 895.5
DerivativesE135.5 38.1
Total non-current liabilities2,221.7 2,291.4
Total liabilities3,199.5 3,1 26.1
Share capital811.1 790.3
Reserves2,278.7 2,185.6
Total equity3,089.8 2,975.9
Total equity and liabilities6,289.3 6,102.0
The above statement should be read in conjunction with the accompanying notes.
The Directors of Genesis Energy Limited authorise these condensed consolidated interim financial
statements for issue on behalf of the Board.
Barbara Chapman
Chairman of the Board
Date: 20 February 2026
Hinerangi Raumati-Tu’ua
Chairman of the Audit Committee
Date: 20 February 2026
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
GENESIS INTERIM REPORT 2026
12
Note
31 Dec 2025
unaudited
$ million
31 Dec 2024
unaudited
$ million
Receipts from customers1,733.8 1,929.7
Interest received0.3 1.7
Receipt of insurance proceeds - 1 7. 0
Payments to suppliers and related parties(1,307.5)(1,685.2)
Payments to employees(92.8)(82.9)
Tax paid(69.8)(54.0)
Operating cash flows264.0 126.3
Proceeds from disposal of property,
plant and equipment
0.7 0.6
Proceeds from assets under finance lease1 .1 0.2
Payments to associates and joint ventures(1.4)(75.2)
Purchase of property, plant and equipment(111.6)(58.1)
Purchase of oil and gas assets(4.7)(3.6)
Purchase of intangibles (excluding emission units
and deferred customer acquisition costs)
(4.3)(3.8)
Purchase of shares in subsidiaries, net of cash
acquired
- (5.6)
Investing cash flows(120.2)(145.5)
Proceeds from borrowings - 29.9
Repayment of borrowings (including leases)(36.3)(6.4)
Interest paid and other finance charges(33.3)(37.2)
DividendsD3(58.4)( 5 7. 9 )
Financing cash flows(128.0)(71.6)
Net increase in cash and cash equivalents15.8 (90.8)
Cash and cash equivalents at 1 July81.0 192.8
Cash and cash equivalents at 31 December96.8 102.0
Consolidated cash flow statement
For the six months ended 31 December 2025
Reconciliation of net profit to operating cash flowsNote
31 Dec 2025
unaudited
$ million
31 Dec 2024
unaudited
$ million
Net profit for the period 9 5.1 70.3
Net (gain) loss on disposal of property, plant and
equipment
(0.1 )(0.4)
Working capital items acquired through business
acquisitions
- (3.2)
Finance expense excluding time value of money
adjustments on provisions
31.5 3 7. 0
Change in advances to associates and joint ventures
receivable and change in lease receivable
(1 .1 )(1.4)
Change in rehabilitation and contractual
arrangement provisions
( 7. 6 )(5.8)
Fair value uplift on acquisition of Ecotricity - (10.5)
Items classified as investing/financing activities22.7 15.7
Depreciation, depletion and amortisation expenseA2127.5 113.4
Revaluation of generation assetsB1(2.8)74.7
Impairment of non-current assets - 0.8
Unrealised change in fair value of financial
instruments
8.0 (93.8)
Deferred income from financial instruments95.2-
Deferred tax expense(20.7)(18.6)
Change in capital expenditure accruals5.6 5.1
Share of associates and joint ventures0.1 (0.7)
Other non-cash items3.64.8
Total non-cash items216.5 85.7
Change in receivables and prepayments20.9 36.2
Change in inventories(87.4)(89.7)
Change in deferred customer acquisition costs0.7 0.2
Change in payables and accruals(9.9)7. 8
Change in tax receivable/payable(9.0)(7.3)
Change in provisions14.4 7.4
Movements in working capital(70.3)(45.4)
Net cash inflow from operating activities264.0 126.3
The above statement should be read in conjunction with the accompanying notes.
GENESIS INTERIM REPORT 2026
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
13
Notes to the condensed consolidated interim financial statements
For the six months ended 31 December 2025
General information and significant matters
General information
The unaudited condensed consolidated interim financial statements comprise Genesis Energy
Limited ('Genesis'), its subsidiaries, controlled entities and the Group's interests in associates and
joint arrangements (together, the 'Group') for the six month period ended 31 December 2025.
Genesis is registered under the Companies Act 1993. It is a mixed ownership model company,
majority owned by the Crown, bound by the requirements of the Public Finance Act 1989. Genesis
is listed on the New Zealand Stock Exchange ('NZX') and the Australian Securities Exchange
('ASX') and has bonds listed on the NZX debt market. Genesis is an FMC reporting entity under the
Financial Markets Conduct Act 2013.
The core business of the Group and activities carried out by each segment is disclosed in note A1.
Basis of preparation
The condensed consolidated interim financial statements:
• Comply with New Zealand Equivalent to International Accounting Standard 34 Interim Financial
Reporting and International Accounting Standard 34 Interim Financial Reporting;
• Do not include all the information and disclosures required in the annual financial statements.
Consequently, they should be read in conjunction with the annual financial statements and
related notes included in Genesis Energy's Integrated Report for the year ended 30 June 2025
('2025 Integrated Report');
• Are presented in New Zealand dollars rounded to the nearest 100,000.
Critical accounting estimates and judgements
The basis of critical accounting estimates and judgements are the same as those disclosed in the
2025 Integrated Report, apart from the ten-year Huntly Firming Options.
Seasonality of operations
Fluctuations in seasonal weather patterns can have a significant impact on supply and demand
and therefore the generation of electricity, which in turn can have a positive or negative impact on
reported results.
Accounting policies
The accounting policies set out in the 2025 Integrated Report have been applied consistently to all
periods presented. There have been no significant changes in accounting policies or methods of
computation since 30 June 2025.
Accounting for the ten-year Huntly Firming Options (10-year HFO)
During the period, the Group entered into a 10-year contractual arrangement with Contact,
Meridian and Mercury to support the ongoing availability of generation capacity (150MW) at the
Huntly Power Station. The arrangement, effective from January 2026, involves Genesis keeping
the three Rankine units operational and available to the market for the ten years, in exchange for
premiums paid by each counterparty. The counterparties also have a call option where they are
able to access notional generation capacity at the marginal cost of fuel in addition to providing the
Group with NZ Emission Trading Scheme units relating to the notional capacity called. A strategic
stockpile of 600KT of coal, 450KT of which is funded by the counterparties, has been established
and is considered part of the counterparty payments relating to the call option.
The Group applies judgement in accounting for the 10-year HFO and has concluded that it
comprises two distinct components: a stand-ready service and a call option. In making their
judgement, the Group considered whether any component of the contracts met the criteria to be
accounted for under NZ IFRS 15 - Revenue from Contracts with Customers, in particular, whether
the counterparties are customers and whether there is a stand-ready obligation. When making the
determination of whether the stand-ready obligation was distinct, the Group considers that it has
an obligation to make generation capacity available and to maintain the Huntly Rankine Units in
accordance with defined operator and asset management standards so that capacity is capable of
being delivered when called upon. The Group continuously maintains the units in an operationally
ready state, irrespective of whether electricity is ultimately generated or options are exercised. At
31 December 2025, there was no revenue recorded. Receipts for obtaining the strategic stockpile of
coal have been received and form part of receipts from customers in the cash flow statement.
The call option granted to counterparties to enter into electricity swaps meets the definition of a
derivative and is accounted for under NZ IFRS 9 as a derivative measured at fair value through profit
or loss, with changes in fair value recognised in the income statement. Emission Trading Scheme
(ETS) units received under the call option are not being designated as “own use”; accordingly, they
are treated as financial instruments at fair value through profit or loss. The fair value of the option is
included in electricity swaps and options within note E1, the deferred day one loss has been included
within note E3.
Genesis retains ownership and control of all coal and generation assets at all times, and no physical
goods are transferred to counterparties.
Adoption of new and revised accounting standards, interpretations and amendments
Accounting standards, interpretations and amendments not yet effective
NZ IFRS 18 - Presentation and Disclosure in Financial Statements
NZ IFRS 18 – Presentation and Disclosure in Financial Statements was issued in May 2024 and
is effective for annual periods beginning on or after 1 January 2027. NZ IFRS 18 will introduce
significant changes to the presentation and disclosure of financial statements, including revised
profit or loss categories and enhanced requirements for disaggregation and management-defined
performance measures. The Group has not yet completed its assessment on the impact of this
standard.
GENESIS INTERIM REPORT 2026
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
14
A. Financial performance
SegmentActivity
Retail
Supply of energy (electricity, gas, and LPG), broadband and related services
to end users being Residential customers (Genesis Energy, Frank Energy and
Ecotricity), Small & Medium Enterprises, and Large Businesses.
Wholesale
Generation and supply of electricity to the wholesale electricity market, supply
of gas and LPG to wholesale customers and the Retail segment and the sale
and purchase of derivatives to fix the price of electricity.
Kupe
Exploration, development and production of gas, oil and LPG. Supply of gas
and LPG to the Wholesale segment and export of light oil.
Corporate
Head office functions that are not considered to be reportable segments,
including people, technology, corporate and finance.
The segments are based on the different products and services offered by the Group. All segments
operate in New Zealand. No operating segments have been aggregated. The Group has no
individual customers that account for 10.0 per cent or more of the Group's external revenue (31
December 2024: none).
A1. Segment reporting
The Group reports activities under four segments as follows:
Intersegment revenue
Sales between segments are based on transfer prices developed in the context of long-term
contracts with third parties.
Non-GAAP performance measures
Earnings before net finance expense, income tax, depreciation, depletion, amortisation, impairment,
unrealised fair value changes and other gains and losses (EBITDAF) is a performance measure
used internally to provide insight into the operating performance of the Group. This measure
is considered to be a non-GAAP performance measure. This should not be viewed in isolation
nor considered a substitute for measures reported in accordance with New Zealand Equivalents
to International Financial Reporting Standards ('NZ IFRS') Accounting Standards. EBITDAF is
used by many companies; however, because this measure is not defined by NZ IFRS it might not
be uniformly defined or calculated by all companies. Accordingly, this measure might not be
comparable.
GENESIS INTERIM REPORT 2026
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
15
6 months ended 31 December 20256 months ended 31 December 2024
Retail
unaudited
$ million
Wholesale
unaudited
$ million
Kupe
unaudited
$ million
Corporate
unaudited
$ million
To t a l
unaudited
$ million
Retail
unaudited
$ million
Wholesale
unaudited
$ million
Kupe
unaudited
$ million
Corporate
unaudited
$ million
Total
unaudited
$ million
Electricity1,003.2 271.6 - - 1,274.8 813.1 694.1 - - 1,507.2
Gas142.7 37.3 - - 180.0 142.0 12.6 - - 154.6
LPG61.0 1.2 - - 62.2 61.8 2.0 - - 63.8
Oil - - 6.1 - 6.1 - - 12.9 - 12.9
Emissions on fuel sales and electricity contracts1.9 4.4 - - 6.3 1.6 4.1 - - 5.7
Emission unit revenue from trading - - - - - - 6.7 - - 6.7
Other revenue1.5 0.6 0.2 0.6 2.9 1.3 0.3 0.3 1.0 2.9
Total external revenue ^1,210.3 31 5.1 6.3 0.6 1,532.3 1,019.8 719.8 13.2 1.0 1,753.8
Intersegment revenue * - 668.8 61.9 - 730.7 - 595.4 40.6 - 636.0
Total segment revenue1,210.3 983.9 68.2 0.6 2,263.0 1,019.8 1,315.2 53.8 1.0 2,389.8
Electricity purchases(44.1)(298.8) - - (342.9)(1.7)(644.8) - - (646.5)
Electricity network, transmission, levies and meters(394.7)(1.5) - - (396.2)(316.7)(4.7) - - (321.4)
Fuel consumed in electricity generation - ( 71.4) - - ( 71.4) - (162.2) - - (162.2)
Gas purchases0.1 (74.7) - - (74.6)(0.3)(73.6) - - (73.9)
Gas network, transmission, levies and meters(50.1)(2.2) - - (52.3)(52.2)(3.6) - - (55.8)
LPG purchases, inventory changes and transportation costs(9.6)(9.5) - - (19.1)(9.6)(8.8)(0.1) - (18.5)
Oil inventory changes, storage and transportation costs - - 0.1 - 0.1 - - (2.0) - (2.0)
Emissions associated with electricity generation - (15.5) - - (15.5) - (29.6) - - (29.6)
Emissions associated with fuel sales - (18.3)(12.0) - (30.3) - (12.4)(9.2) - (21.6)
Emission unit expenses from trading - - - - - - (7.0) - - (7.0)
Other costs(3.3) - (5.4) - (8.7)(1.4) - (4.9) - (6.3)
Total external expenses(501.7)(491.9)(17.3) - (1,010.9)(381.9)(946.7)(16.2) - (1,344.8)
Intersegment expenses *(668.8)(61.9) - - (730.7)(595.4)(40.6) - - (636.0)
Total segment expenses(1 ,1 70. 5 )(553.8)(17.3) - (1,741.6)(977.3)(987.3)(16.2) - (1,980.8)
Gross margin39.8 430.1 50.9 0.6 521.4 42.5 327.9 3 7. 6 1.0 409.0
Employee benefits(46.4)(21.3) - (21.0)(88.7)(42.7)(21.6) - (18.1)(82.4)
Other operating expenses(59.7)(36.1)(14.7)(19.0)(129.5)(55.2)(31.6)(12.7)(10.6)(110.1)
EBITDAF(66.3)372.7 36.2 (39.4)303.2 (55.4)274.7 24.9 ( 2 7. 7 )216.5
^ The reconciliation of external revenue to the income statement has been provided on the next page. * The intersegment revenue and expenses have been split out in full on the next page.
Other segment information
Capital expenditure excluding leased assets10.9 105.3 4.1 0.3 120.6 7.5 46.9 2.7 1.2 58.3
A1. Segment reporting (continued)
GENESIS INTERIM REPORT 2026
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
16
A1. Segment reporting (continued)
6 months ended 31 December 20256 months ended 31 December 2024
Intersegment analysis
Retail
unaudited
$ million
Wholesale
unaudited
$ million
Kupe
unaudited
$ million
Corporate
unaudited
$ million
To t a l
unaudited
$ million
Retail
unaudited
$ million
Wholesale
unaudited
$ million
Kupe
unaudited
$ million
Corporate
unaudited
$ million
Total
unaudited
$ million
Electricity - intersegment - 564.5 - - 564.5 - 490.9 - - 490.9
Gas - intersegment - 81.2 41.5 - 122.7 - 84.2 27.4 - 111.6
LPG - intersegment - 23.1 9.4 - 32.5 - 20.3 8.0 - 28.3
Emissions on fuel sales - intersegment - - 11.0 - 11.0 - - 5.2 - 5.2
Intersegment revenue - 668.8 61.9 - 730.7 - 595.4 40.6 - 636.0
Electricity purchases - intersegment(564.5) - - - (564.5)(490.9) - - - (490.9)
Fuel consumed in electricity generation - intersegment - (41.5) - - (41.5) - (27.4) - - (27.4)
Gas purchases - intersegment(81.2) - - - (81.2)(84.2) - - - (84.2)
LPG purchases, inventory changes and transportation costs - intersegment(23.1)(9.4) - - (32.5)(20.3)(8.0) - - (28.3)
Emission costs - intersegment - (11.0) - - (11.0) - (5.2) - - (5.2)
Intersegment costs(668.8)(61.9) - - (730.7)(595.4)(40.6) - - (636.0)
6 months ended 31 December 20256 months ended 31 December 2024
Non-GAAP reconciliation
Consolidated
comprehensive
income statement
unaudited
$ million
Reclassification
unaudited
$ million
Segment
reporting
unaudited
$ million
Consolidated
comprehensive
income statement
unaudited
$ million
Reclassification
unaudited
$ million
Segment
reporting
unaudited
$ million
Revenue
1
1,533.6 (1.3)1,532.3 1,761.2 ( 7.4 )1,753.8
Operating Expenses
2
(1,229.1) - (1,229.1)(1,537.0)(0.3)(1,537.3)
EBITDAF303.2 216.5
Depreciation, depletion and amortisation(127.5) - (127.5)(113.4) - (113.4)
Impairment of non-current assets - - - (0.8) - (0.8)
Revaluation of generation assets2.8 - 2.8 (74.7) - (74.7)
Change in fair value of financial instruments(9.3)1.3 (8.0)86.4 7.4 93.8
Share of associates and joint ventures(0.1) - (0.1)0.7 - 0.7
Other gains (losses)0.5 - 0.5 10.9 0.3 11.2
Finance revenue0.3 - 0.3 1.7 - 1.7
Finance expense (36.0) - (36.0)(41.3) - (41.3)
Profit before income tax135.2 - 135.2 93.7 - 93.7
Operating expenses includes external expenses, other operating expenses and employee benefits.
1. For segment reporting purposes, realised gains and losses (settlements) on derivatives that are not
designated in a hedge relationship are included within wholesale electricity revenue, as they reflect the impact
of risk management (economic hedging) activities on the relevant segment income line. In the Consolidated
Statement of Comprehensive Income, these settlements are recognised within Change in fair value of financial
instruments, as derivatives that do not qualify for hedge accounting cannot be reported against revenue.
2. For segment reporting purposes, emission trading expenses are measured at weighted
average cost, consistent with how the Chief Operating Decision Maker reviews the
performance of the trading book. In the Consolidated Statement of Comprehensive
Income, these expenses are measured at fair value, with the corresponding movement
recognised in Other gains (losses).
GENESIS INTERIM REPORT 2026
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
17
B. Operating assets
B1. Property, plant and equipment
6 months ended
31 Dec 2025
unaudited
$ million
Year ended
30 Jun 2025
audited
$ million
Opening balance4,160.1 3,879.5
Additions125.7 132.1
Acquired through business combination - 0.7
Revaluation of generation assets
Increase taken to revaluation reserve119.7 329.7
Increase/(decrease) taken to the income statement2.8 (5.6)
Change in rehabilitation and contractual arrangement assets - (2.0)
Disposals(0.6)(4.9)
Impairment - (0.9)
Depreciation expense recognised in inventories(1 .1 )(1.9)
Depreciation expense(94.0)(166.6)
Closing balance4,312.6 4,160.1
Property, plant and equipment includes $90.0 million of leased assets (30 June 2025: $77.2 million).
Generation assets
Generation assets were revalued at 31 December 2025 to $3,903.1 million (30 June 2025: $3,843.1
million) resulting in a net gain on revaluation of $122.5 million (30 June 2025: $324.1 million gain).
Generation assets consist of thermal assets revalued to $378.1 million and renewable assets revalued
to $3,525.0 million (30 June 2025: $463.5 million and $3,379.6 million respectively). The revaluation
gain was principally driven by an increase in long-term wholesale electricity prices, partially offset
by higher gas-fired generation costs. The revaluation increase recognised in the income statement
reflects a valuation increase for Huntly Rankine units.
The valuation is based on a discounted cash flow model prepared by Management, calculated by
generating scheme, except for the Huntly site where it is calculated by type of unit (Rankine units,
unit 5 and unit 6). As the key inputs into the valuation are based on unobservable market data, the
valuation is classified as level three in the fair value hierarchy. It requires significant judgement, and
therefore there is a range of reasonably possible assumptions that could be used in estimating the
fair value. Refer to the 2025 Integrated Report for an overview of the fair value hierarchy.
A2. Depreciation, depletion and amortisation
6 months ended
Note
31 Dec 2025
unaudited
$ million
31 Dec 2024
unaudited
$ million
Property, plant and equipmentB194.0 85.1
Oil and gas assetsB224.4 19.5
Intangibles (excluding amortisation of deferred customer
acquisition costs)
9.1 8.8
To t a l127.5 113.4
A3. Other gains (losses)
In the comparative period ended 31 December 2024, included in other gains (losses) was a $10.5
million gain in relation to the fair value adjustment of the investment in Ecotricity when the final 30%
was acquired. The acquisition accounting was finalised by 30 June 2025 with no changes to the gain
on acquisition. Refer to note G1 for further information on the acquisition of Ecotricity.
Tekapo B Power Station
GENESIS INTERIM REPORT 2026
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
18
Key estimates and judgements
Wholesale electricity price path
The wholesale electricity price path is the key driver of changes in the valuation. The price path is an
average of an internally generated price path and price paths published by two independent third
parties. The wholesale electricity price paths make assumptions including:
• New Zealand electricity demand will continue to grow. Electricity demand increases from current
levels in the longer term from industrial and consumer electrification in response to climate change;
• Historical hydrological inflow data – this means the impact of climate change on hydrology over this
period has been reflected;
• New and retiring generation plant assumptions – the internally generated price path is based on
publicly available information and Genesis' view on wholesale electricity prices required to support
the plant; and
• Thermal fuel availability and costs, both in the near and long-term.
The wholesale electricity price path reflects the impact of the New Zealand Government's climate
change policy and considers forward-looking climate change impacts including transitional market
changes.
All key assumptions are reviewed for reasonableness by senior management personnel who are
responsible for the price path used by the business.
Electricity generation volumes
Volumes for hydro generation volumes are based on the average of hydrological inflows over 90 years.
Gas generation volumes are based on forecast fuel availability and cost. For Huntly Unit 5 cash flows
are assumed to 31 December 2032 with gas being available through to this date. The useful life of
this asset could be longer based on the condition of the asset but the availability of fuel in sufficient
economic volumes is inherently uncertain and therefore the asset is not valued beyond this date.
Broadly, changes in key inputs (i.e. market fuel availability and cost, national electricity supply and
national electricity demand) are interrelated factors and will impact the wholesale electricity price path
and thermal generation volumes.
Other key assumptions
The valuation also includes the following assumptions:
• Market fuel availability and cost;
• Cost of carbon, with an assumption that the existing Emissions Trading Scheme will continue or is
replaced with a scheme that has a similar economic impact;
• Operating and capital expenditure to run and maintain the generation assets; and
• Weighted average cost of capital – the discount rate considers the time value of money and relative
risk of achieving the cash flow forecast.
B1. Property, plant and equipment (continued)
Capacity based thermal generation
Cash flows for the Huntly Rankine Units are based on selling capacity, whereby the purchaser of that
capacity has the right to call generation at a time of their choosing. Pricing of the capacity is based on
an internal pricing model that has been market tested.
Significant unobservable inputs in the valuation model were:
Significant
unobservable inputs
Method used to determine input
Sensitivity
range
Impact on
valuation
Inter-relationships between unobservable
inputs
Wholesale electricity
price path (nominal)
The average annual wholesale electricity price ranged between $142 per MWh and $190 per
MWh (in real terms) referenced to the Otahuhu 220KV locational node from January 2026 to
June 2045.
+10%
- 10%
$513 million
($513) million
Hydrological inflows affect generation
volumes, as well as wholesale electricity
prices.
Generation volumes
In-house modelling of the wholesale electricity market has been used to determine the
generation volumes required to meet energy demand both on a wholesale market and asset level
basis. The generation volumes used in the valuation range between 1,987 GWh and 3,970 GWh
per annum. The low end of the range is where there is no thermal generation.
+10%
- 10%
$582 million
($582) million
Wholesale electricity prices affect the
amount of generation.
Discount ratePre-tax equivalent discount rate of 11.1% to 15.3%.
+1%
- 1%
($373) million
$465 million
Discount rate is independent of wholesale
electricity prices and generation volumes.
At 31 December 2025 it is assumed that three Rankines will continue to operate to 31 December 2035,
requiring significant investment underpinned by commercial returns from the sale of capacity as set
out in an Agreement signed with counterparties with obtained regulatory authorisation.
GENESIS INTERIM REPORT 2026
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
19
C. Working capital
C1. Receivables and prepayments
31 Dec 2025
unaudited
$ million
30 Jun 2025
audited
$ million
Total trade receivables and accrued revenue2 4 7. 8 285.6
Lease receivable0.1 1.2
Emission units receivable5.4 1.2
Other receivables9.7 9.2
Prepayments42.1 28.8
To t a l3 0 5.1 326.0
Current 304.9 325.1
Non-current 0.2 0.9
To t a l3 0 5.1 326.0
C2. Inventories
31 Dec 2025
unaudited
$ million
30 Jun 2025
audited
$ million
Fuel 279.2 193.4
Petroleum products3.7 3.2
Consumables and spare parts35.0 33.9
To t a l3 1 7. 9 230.5
Current 2 4 7. 4 230.5
Non-current 70.5 -
To t a l3 1 7. 9 230.5
Fuel, petroleum, consumables and spare parts
Fuel inventories mainly consist of coal used in electricity production. Fuel inventories (excluding
natural gas) expensed during the period amounted to $22.3 million (31 December 2024: $71.0
million).
B2. Oil and gas assets
6 months ended
31 Dec 2025
unaudited
$ million
Year ended
30 Jun 2025
audited
$ million
Opening balance204.1 256.2
Additions4.1 6.1
Change in rehabilitation asset7. 6 (3.9)
Depreciation and depletion expense(24.4)(54.3)
Closing balance191.4 204.1
Depletion of oil and gas producing assets, excluding major inspection costs, is calculated on a
unit-of-production basis using proved remaining reserves ('1P') estimated to be obtained from, or
processed by, the specific asset. Since 30 June 2025 the only change to the estimated remaining
reserves disclosed in the 2025 Integrated Report was in relation to actual production for the six
months ended 31 December 2025 of 8.9 PJe. The estimated remaining reserves balance as at 31
December 2025 was 52.6 PJe for proved reserves (1P) and 85.4 PJe for proved and probable reserves
(2P) (30 June 2025: 61.5 PJe and 94.3 PJe respectively).
GENESIS INTERIM REPORT 2026
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
20
D. Funding
D1. Borrowings
31 Dec 2025
unaudited
$ million
30 Jun 2025
audited
$ million
Sustainable Finance
Green bonds126.5 126.2
Green capital bonds540.1 538.4
Other Finance
Revolving credit facility1 0 0.1 150.0
Commercial paper249.3 229.4
Wholesale term notes100.0 100.0
United States Private Placement ('USPP')262.0 245.2
Lease liability112.5 100.6
To t a l1,490.5 1,489.8
Current 420.8 336.3
Non-current 1,069.7 1,153.5
To t a l1,490.5 1,489.8
The valuation of the green bonds and green capital bonds are based on quoted bond prices.
The valuation of the wholesale term notes is based on estimated discounted cash flow analyses,
using applicable market yield curves adjusted for the Group's credit rating. The credit-adjusted
market yield curves at balance date used in the valuation was 4.1 per cent (30 June 2025: 4.4 per
cent).
The valuation of USPP is based on estimated discounted cash flow analyses, using applicable United
States market yield curves adjusted for the Group's credit rating. The credit-adjusted market yield
used in the valuation at the reporting date was 3.8 per cent (30 June 2025: 4.1 per cent).
The carrying value of all other borrowings approximates their fair values.
Fair value of borrowings held at amortised cost
31 Dec 2025
Carrying value
unaudited
$ million
31 Dec 2025
Fair value
unaudited
$ million
30 Jun 2025
Carrying value
audited
$ million
30 Jun 2025
Fair value
audited
$ million
Level one
Green bonds126.5 127.8 126.2 126.8
Green capital bonds540.1 541.5 538.4 536.4
Level two
Wholesale term notes100.0 98.9 100.0 97.6
USPP262.0 263.9 245.2 248.3
GENESIS INTERIM REPORT 2026
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
21
Waikaremoana Power Station
D2. Finance expense
6 months ended
31 Dec 2025
unaudited
$ million
31 Dec 2024
unaudited
$ million
Interest on borrowings (excluding capital bonds and lease liability)13.9 1 7. 8
Interest on capital bonds16.7 16.7
Interest on lease liability2.5 2.7
Total interest on borrowings33.1 37.2
Other interest and finance charges0.2 0.3
Time value of money adjustments on provisions4.5 4.3
Capitalised finance expenses(1.8)(0.5)
Total finance expense36.0 41.3
D3. Dividends
6 months ended
31 Dec 2025
6 months ended
31 Dec 2024
Cents per
share
unaudited
$ million
unaudited
Cents per
share
unaudited
$ million
unaudited
Dividends declared and paid during the period
Prior period final dividend7.1 7 78.9 7. 0 0 75.7
Less shares issued under the dividend
reinvestment plan
(20.5)( 1 7. 8 )
Cash dividend paid58.4 57.9
Dividends declared subsequent to reporting
date
Current period interim dividend 7.30 81.0 7.13 7 7. 8
All dividends noted above are imputed at 100%.
Revolving credit facilities
Available revolving credit facilities
31 Dec 2025
unaudited
$ million
30 Jun 2025
audited
$ million
Sustainable Finance250.0 250.0
Other Finance480.0 480.0
Total available revolving credit facilities730.0 730.0
Revolving credit drawn down (excluding accrued interest)100.0 150.0
Total undrawn revolving credit facilities630.0 580.0
The Group has $250.0 million of sustainability linked revolving credit facilities. The Sustainable
Finance facilities have variable payments that are linked to performance against the Group's
sustainability targets.
During the six-month period ending 31 December 2025, the Group commenced refinancing of some of
its facilities, which is expected to be completed early calendar year 2026. Total facilities are expected
to remain at $730.0 million.
The undrawn revolving credit facilities ensure the Group will have sufficient funds to meet its liabilities
when due, including the repayment of any commercial paper, under both normal and stressed
conditions.
D1. Borrowings (continued)
GENESIS INTERIM REPORT 2026
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
22
E2. Change in fair value of financial instruments
6 months ended
31 Dec 2025
unaudited
$ million
31 Dec 2024
unaudited
$ million
CCIRS2.0 3.4
Interest rate swaps1.4 20.2
Fair value interest rate risk adjustment on borrowings(3.3)(23.7)
Fair value hedges – gain (loss)0.1 (0.1)
Oil swaps - 0.1
Cash flow hedges – hedge ineffectiveness – gain (loss) - 0.1
Electricity swaps and options and PPAs(9.5)86.1
Other derivatives0.1 0.3
Derivatives not designated as hedges – gain (loss)(9.4)86.4
Total change in fair value of financial instruments(9.3)86.4
The change in fair value of electricity swaps and options and PPA derivatives noted above includes
an unrealised net gain of $0.2 million (31 December 2024: $26.1 million net gain) in relation to
derivatives held for market making and proprietary gain.
E. Risk management
E1. Derivatives
31 Dec 2025
unaudited
$ million
30 Jun 2025
audited
$ million
Electricity swaps and options and Power Purchase Agreements
('PPAs')
2 4 7. 7 365.0
Oil price swaps1.4 1.5
Interest rate swaps25.4 27.4
Cross currency interest rate swaps ('CCIRS')65.2 48.3
Foreign exchange contracts3.2 (0.9)
Other derivatives0.9 0.7
To t a l343.8 442.0
Current assets163.6 241.4
Non-current assets381.0 333.2
Current liabilities(165.3)(94.5)
Non-current liabilities(35.5)(38.1)
To t a l343.8 442.0
The fair value of electricity swaps and options and PPAs noted above includes a net asset of $13.5
million (30 June 2025: $13.3 million net asset) in relation to derivatives held for market making and
proprietary gain. The process and method of valuing derivatives is outlined in note E3.
The Group held approximately $250.0 million of own-use carbon forward contracts for settlement
and delivery over the next four financial years. As these contracts qualify for the own-use
exemption, they are not recognised in the consolidated balance sheet. The mark-to-market value of
these contracts represents a discounted unrealised loss of between $95.0 million and $100.0 million.
GENESIS INTERIM REPORT 2026
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
23
E3. Fair value measurement
Fair value hierarchy
Generation assets disclosed in note B1 and derivatives disclosed in note E1 are the only assets and
liabilities carried at fair value in the balance sheet. The Group's assets and liabilities measured at fair
value are categorised into one of three levels. The levels are outlined in the 2025 Integrated Report.
The Group's policy is to recognise transfers into and out of fair value hierarchy levels at the date
the change in circumstances occurred. During the prior period the Group revised inputs into the
valuation of certain electricity derivatives. The revision focused on maximising relevant observable
inputs and with the instruments getting closer to their maturity dates, it allowed for increased
availability of market prices.
Valuation of level two derivatives
The fair values of level two derivatives are determined using discounted cash flow models. The key
inputs in the valuation models are the same as those disclosed in the 2025 Integrated Report.
Valuation of level three derivatives
Valuation method and process
The method and process used to value level three derivatives is consistent with that disclosed in the
2025 Integrated Report.
Level one, two and three derivatives carried at fair value
All derivatives disclosed in E1 other than electricity swaps and options and PPAs are considered level
two. The $247.7 million electricity swaps and options and PPAs net asset comprises a $7.5 million
asset classified as level one and a $240.2 million asset classified as level three (30 June 2025: $17.1
million asset level one and $347.9 million asset level three respectively).
Reconciliation of level three electricity swaps and options and
PPAs
6 months ended
31 Dec 2025
unaudited
$ million
Year ended
30 Jun 2025
audited
$ million
Opening balance347.9 266.7
Electricity revenue24.2 (4.9)
Change in fair value of financial instruments(23.2)124.6
Total gain in the income statement1.0 119.7
Total gain (loss) recognised in other comprehensive income(6.2)18.2
Settlements-(40.1)
Upfront cash received on 10-year HFO (95.2) -
Sales(7.3)(10.3)
Transfers in to level 3* - (3.1)
Transfers out of level 3* - (3.2)
Closing balance240.2 347.9
* A small number of Futures have been transferred from level three to level one. A small number of
instruments moved from level two to level three.
The change in fair value of financial instruments includes an unrealised net loss of $9.9 million (30
June 2025: $77.8 million gain) that is attributable to financial instruments held at 31 December 2025.
Derivative deferred 'day one' gains (losses)
There is a presumption that when derivative contracts are entered into on an arm's length basis,
and no payment is received or paid on day one, the fair value at inception would be nil. The
contract price of non-exchange traded electricity derivative contracts and PPAs are agreed on
a bilateral basis, the pricing for which may differ from the prevailing derived market price for a
variety of reasons. In these circumstances, an adjustment is made to bring the initial fair value of
the contract to zero at inception. The adjustment is called a 'day one' gain (loss) and is deferred and
amortised, based on expected volumes over the term of the contract. The following table details the
movements and amounts of deferred 'day one' gains (losses) included in the fair value of level three
electricity swaps and options and PPAs:
6 months ended
31 Dec 2025
unaudited
$ million
Year ended
30 Jun 2025
audited
$ million
Opening balance81.6 93.3
New derivatives(150.3)(9.5)
Amortisation of existing derivatives(102.3)(2.2)
Closing balance(171.0)81.6
Valuation of electricity swaps and options and PPAs
The valuation is based on a discounted cash flow model. The key inputs and assumptions are:
the callable volumes, strike price and option fees outlined in the agreement, the wholesale
electricity price path ('price path'), the probability of the underlying plant construction
proceeding, the most likely operations commencement date, 'day one' gains and losses and
the discount rate. The options are deemed to be called when the price path is higher than
the strike prices after taking into account obligations relating to the specific terms of each
contract. The price path is the significant unobservable input in the valuation model. Refer to
B1 for information in relation to the method and judgements used to determine the price path.
31 Dec 2025 unaudited30 Jun 2025 audited
Price path (reference
Otahuhu 220KV
locational node)
$142 per MWh to $181 per MWh
over the period from 1 January
2026 to 28 February 2042.
$138 per MWh to $202 per
MWh over the period from 1 July
2025 to 31 August 2045.
Impact of increase/
decrease in price
path on fair value
A 10% increase would increase
the asset by $56.1 million. A 10%
decrease would decrease the
asset by $75.6 million.
A 10% increase would increase
the asset by $123.6 million. A
10% decrease would decrease
the asset by $120.5 million.
Discount rate2.49% - 7.34%3.41% - 7.80%
GENESIS INTERIM REPORT 2026
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
24
Huntly Power Station
F. Other
F1. Related party transactions
The majority shareholder of Genesis is the Crown. The Group transacts with Crown-controlled and
related entities independently for the following goods and services: royalties, emission obligations,
scientific consultancy services, electricity transmission, postal services, rail services and energy-
related products (including electricity derivatives).
During the period the Crown received $40.4 million in dividends (31 December 2024: $38.8 million)
of which $29.9 million was paid in cash (31 December 2024: $29.7 million) and $10.5 million was
paid in shares (31 December 2024: $9.1 million). The Group is also subject to the Emissions Trading
Scheme (ETS) which requires the Group to acquire and surrender emission units either directly
to the Crown or to third parties who ultimately remit the units to the Crown. Refer to note A1 for
information on the amount expensed in relation to the ETS. The number of units to be surrendered
to the Crown in relation to ETS at 31 December 2025 was 1,457,720 (30 June 2025: 1,063,544). There
were no other individually significant transactions with the Crown during the period (31 December
2024: nil).
The group has two significant electricity option contracts with Meridian Energy, a Crown-controlled
entity. The electricity option contracts period and profile vary between the range of 25MW and
50MW, expiring by December 2035. The group has two significant electricity option contracts with
Mercury NZ, a Crown-controlled entity. The electricity option contracts period and profile vary
between the range of 15MW and 50MW, expiring by December 2035. Additionally, the Group has
two significant power purchase agreements with Mercury NZ. The agreements are for variable
volumes based on the production of the related site, with the latest expiry date being February
2042.
Other transactions with Crown-controlled and related entities, which are collectively but not
individually significant, relate to the sale of electricity derivatives. Approximately 21.4 per cent of
the value of electricity derivative assets and approximately 40.5 per cent of the value of electricity
derivative liabilities held at the reporting date were held with Crown-controlled and related entities
(30 June 2025: 17.2 per cent and 7.3 per cent respectively). The contracts expire at various times; the
latest expiry date being February 2042.
The Group has investments in Associates and Joint Ventures which are considered related parties.
Transactions between related parties that are not eliminated within the Group are detailed below:
6 months ended
31 Dec 2025
unaudited
$ million
31 Dec 2024
unaudited
$ million
Electricity contract settlements received/(paid)(1.6)(21.6)
As at 31 December 2025 the amounts outstanding from the associates and joint ventures is a net
payable of $1.1 million (30 June 2025: $0.3 million net payable).
F2. Commitments
As at 31 December 2025 the Group had $262.9 million of capital commitments (30 June 2025: $111.0
million).
F3. Contingent assets and liabilities
No new contingent assets or liabilities have arisen since 30 June 2025 and there has been no change
in the contingent liabilities disclosed in the 2025 Integrated Report.
F4. Subsequent events
The following events occurred subsequent to the reporting date:
• $81.0 million of dividends were declared on 20 February 2026 (refer to note D3).
• In January 2026, the Group repaid a USD 50.0 million tranche of its United States private
placement (USPP) debt.
• In December 2025, the Group signed a conditional 15-year Power Purchase Agreement with Mt
Cass Wind Farm Limited. In February 2026 all conditions were met.
• On 23 February 2026, the Group will announce an underwritten placement and pro rata
renounceable rights offer (Offer). The Group is seeking to raise gross proceeds of approximately
$400 million. The proceeds will initially reduce net debt and provide financial flexibility to
fund the Groups growth opportunities across dispatchable firming capacity and renewable
generation. Completion of the placement is anticipated to occur by 27 February 2026 and
completion of the rights offer is anticipated to occur by 25 March 2026.
GENESIS INTERIM REPORT 2026
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
25
G. Business acquisitions and investments
G1. Business acquisitions
The acquisition of a business is accounted for using the acquisition method. The consideration
transferred is measured at fair value. Acquisition related costs are recognised in profit or loss as
incurred.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised
at their fair value, except for deferred tax assets or liabilities and assets or liabilities related to
employee benefit arrangements, which are recognised and measured in accordance with the
respective accounting standards for these balances.
If the initial accounting for a business acquisition during the period is incomplete at the reporting
date, the Group reports provisional amounts for the incomplete items. The provisional amounts
are adjusted during the measurement period (no later than one year from the acquisition date), or
additional assets or liabilities are recognised, to reflect new information obtained about facts and
circumstances that existed at the acquisition date that, if known, would have affected the amounts
recognised at that date.
Acquisition of Solar development sites
Rangiriri solar development
On 4 December 2025 Genesis Energy Limited acquired 100.0 per cent of the shares of Rangiriri Solar
Farm Limited, Rangiriri Solar Extension Limited and Annie’s Way Solar Farm Limited (referred to as
the Rangiriri Solar Development).
Edgecumbe solar development
In the comparative period, on 30 August 2024 Genesis Energy Limited acquired 100.0 per cent of
the shares of Edgecumbe Solar Venture Limited (formerly Helios BOP HoldCo Limited) together with
its subsidiaries.
The entities were acquired as a result of the Group's Gen35 strategy to develop up to 500MW of
Solar. The acquisitions were reviewed in accordance with NZ IFRS 3 - Business Combinations; the
conclusion reached was that the underlying assets acquired are considered inputs, however there
is currently no substantive process, including an organised workforce or access to one, capable of
being applied to the inputs to create outputs. Therefore, the acquisitions have been accounted for
as an asset acquisition. Refer to note B1 where the assets acquired are included in the additions line
for the current and comparative period.
Acquisition of Ecotricity Limited Partnership and Ecotricity GP Limited
In the prior year, on 29 November 2024, the Group acquired the remaining 30.0 per cent interest
in Ecotricity Limited Partnership and Ecotricity GP Limited (together, 'Ecotricity') for $11.6 million.
Prior to this transaction, the Group held a 70.0 per cent non-controlling interest and accounted
for the investment as an associate. The acquisition of the remaining interest increased the Group’s
ownership to 100.0 per cent, resulting in the Group obtaining control of Ecotricity.
In accordance with NZ IFRS 3 - Business Combinations, the transaction was accounted for as a
business combination achieved in stages ('step acquisition'). Upon obtaining control, the Group was
required to remeasure its previously held 70.0 per cent interest at fair value, with any resulting gain
or loss recognised in profit or loss.
The measurement period assessment was completed by 30 June 2025, at which point the final
acquisition accounting was determined. The amounts recognised as at that date were as follows:
• Fair value of net identifiable assets acquired: $24.0 million
• Goodwill recognised: $4.0 million
• Gain on remeasurement of previously held interest (70.0 per cent): $10.5 million
• Consideration transferred (for remaining 30.0 per cent): $5.6 million (net cash)
Following the step acquisition, Ecotricity was fully consolidated into the Group’s financial
statements from the acquisition date. Refer to the 2025 integrated report for further details.
GENESIS INTERIM REPORT 2026
INDEPENDENT AUDITOR’S REVIEW REPORT
26
To The Shareholders Of Genesis Energy Limited
Auditor General
The Auditor-General is the auditor of Genesis Energy Limited (‘the Company’) and its subsidiaries
(‘the Group’). The Auditor-General has appointed me, Silvio Bruinsma, using the staff and resources
of Deloitte Limited, to carry out the review of the condensed consolidated interim financial
statements (‘interim financial statements’) of the Group on his behalf.
Conclusion
We have reviewed the interim financial statements of the Group on pages 9 to 25, which comprise
the consolidated balance sheet as at 31 December 2025, and the consolidated comprehensive income
statement, consolidated statement of changes in equity and consolidated cash flow statement for the
six months ended on that date, and the notes, including material ccounting policy information.
Based on our review, nothing has come to our attention that causes us to believe that the interim
financial statements of the Group do not present fairly, in all material respects, the financial position
of the Group as at 31 December 2025, and its financial performance and cash flows for the six months
ended on that date, in accordance with NZ IAS 34 Interim Financial Reporting and IAS 34 Interim
Financial Reporting.
Basis for Conclusion
We conducted our review in accordance with NZ SRE 2410 (Revised) Review of Financial Statements
Performed by the Independent Auditor of the Entity (‘NZ SRE 2410 (Revised)’). Our responsibilities are
further described in the Auditor’s Responsibilities for the Review of the Interim Financial Statements
section of our report.
We are independent of the Group in accordance with the independence requirements of the Auditor
General’s Auditing Standards as applicable to the audits and reviews of public interest entities, which
incorporate the independence requirements of Professional and Ethical Standard 1 International Code
of Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards
Board.
Our firm carries out other assignments for the Group in the areas of non-assurance services to
the Corporate Taxpayer Group of which Genesis Energy Limited is a member, trustee reporting,
Greenhouse Gas Inventory assurance, Sustainability Linked Loan assurance, audit of joint venture
special purpose financial statements, and agreed upon procedures for insurance purposes. These
services have not impaired our independence as auditor of the Group.
In addition to these assignments, partners and employees of our firm deal with the Group on normal
terms within the ordinary course of trading activities of the Group. Other than these assignments and
trading activities, we have no relationship with, or interests in the Group.
Directors’ responsibilities for the interim financial statements
The directors are responsible, on behalf of the Group, for the preparation and fair presentation
of these interim financial statements in accordance with NZ IAS 34 Interim Financial Reporting
and IAS 34 Interim Financial Reporting and for such internal control as the directors determine is
necessary to enable the preparation and fair presentation of the interim financial statements that
are free from material misstatement, whether due to fraud or error.
The directors are also responsible for the publication of the interim financial statements, whether
in printed or electronic form.
Auditor’s responsibilities for the review of the interim financial statements
Our responsibility is to express a conclusion on the interim financial statements based on our
review. NZ SRE 2410 (Revised) requires us to conclude whether anything has come to our attention
that causes us to believe that the interim financial statements, taken as a whole, are not prepared,
in all material respects, in accordance with NZ IAS 34 Interim Financial Reporting and IAS 34
Interim Financial Reporting.
A review of the interim financial statements in accordance with NZ SRE 2410 (Revised) is a limited
assurance engagement. We perform procedures, primarily consisting of making enquiries,
primarily of persons responsible for financial and accounting matters, and applying analytical and
other review procedures. The procedures performed in a review are substantially less than those
performed in an audit conducted in accordance with International Standards on Auditing (New
Zealand) and consequently do not enable us to obtain assurance that we would become aware of
all significant matters that might be identified in an audit. Accordingly, we do not express an audit
opinion on these interim financial statements.
Silvio Bruinsma
for Deloitte Limited
On behalf of the Auditor-General
Auckland, New Zealand
20 February 2026
Pūrongo Arotake Motuhake
Independent auditor's review report
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
GENESIS INTERIM REPORT 2026
05
GENESIS ENERGY LIMITED
Interim Report 2026
Hamilton
94 Bryce Street, Hamilton
Huntly Power Station
Cnr Te Ohaki and Hetherington Roads, Huntly
Tokaanu Power Station
State Highway 47, Tokaanu
Waikaremoana Power Station
Main Road, Tuai RD5, Wairoa 4195
Tekapo Power Station
167 Tekapo Power House Road, Tekapo 7999
Office locations
Head/Registered Office
Genesis Energy
Level 6, 155 Fanshawe Street
Wynyard Quarter
Auckland 1010
P: 64 9 580 2094
F: 64 9 580 4894
E: info@genesisenergy.co.nz
investor.relations@genesisenergy.co.nz
board@genesisenergy.co.nz
media@genesisenergy.co.nz
W: genesisenergy.co.nz
frankenergy.co.nz
---
1. 2 3 F e b 2 0 2 6 • H 1 F Y 2 6 R e s u l t s P r e s e n t a t i o n
Genesis Energy
H1 FY26 Results
Investor Presentation
Malcolm Johns Chief Executive
Julie Amey Chief Financial Officer
23rd February 2026
Tekapo A
This presentation has been prepared by Genesis Energy Limited
(“Genesis Energy”) for information purposes only. This disclaimer
applies to this presentation. For these purposes, “presentation”
means this document and the information contained within it, as
well as the verbal or written comments of any person presenting it.
This presentation is of a general nature and does not purport to be
complete nor does it contain all the information required for an
investor to evaluate an investment.
This presentation contains forward-looking statements. Forward-
looking statements include projections and may include statements
regarding Genesis Energy’s intent, belief or current expectations in
connection with its future operating or financial performance or
market conditions. Forward-looking statements in this
presentation may also include statements regarding the timetable,
conduct and outcome of the general strategy of Genesis Energy,
statements about the plans, targets, objectives and strategies of
Genesis Energy, statements about the industry and the markets in
which Genesis Energy operates and statements about the future
performance of, and outlook for, Genesis Energy’s business. Any
indications of, or guidance or outlook on, future earnings or
financial position or performance and future distributions are also
forward-looking statements. In particular, the outlook information
included in slides 21 and 22 includes various forward-looking
statements relating to Genesis Energy’s future financial periods.
Forward-looking statements in this presentation are not guarantees
or predictions of future performance, are based on current
expectations and involve risks, uncertainties, assumptions,
contingencies and other factors, many of which are outside Genesis
Energy’s control, are difficult to predict, and which may cause the
actual results or performance of Genesis Energy to be materially
different from any future results or performance expressed or
implied by such forward-looking statements. This risk of
inaccuracies may be heightened in relation to forward-looking
statements that relate to longer timeframes, as such statements
may incorporate a greater number of assumptions and estimates.
Genesis Energy gives no warranty or representation in relation to
any forward-looking statement, its future financial performance or
any future matter. Forward-looking statements speak only as of the
date of this presentation.
Forward-looking statements can generally be identified by the use
of words such as “approximate”, “project”, “foresee”, “plan”,
“target”, “seek”, “expect”, “aim”, “intend”, “anticipate”, “believe”,
“estimate”, “may”, “should”, “will”, “objective”, “assume”,
“guidance”, “outlook” or similar expressions.
EBITDAF, free cash flow and ‘normalised’ balances are non-GAAP
measures. These non-GAAP measures should not be considered in
isolation from, or construed as a substitute for, other financial
measures determined in accordance with GAAP or NZ IFRS.
Genesis Energy is subject to disclosure obligations under the NZX
Listing Rules that requires it to notify certain material information
to NZX for the purpose of that information being made available to
participants in the market. This presentation should be read in
conjunction with Genesis Energy’s Interim Report for FY26 and
Genesis Energy’s periodic and continuous disclosure
announcements released to NZX, which are available at
www.nzx.com.
While all reasonable care has been taken in compiling this
presentation, to the maximum extent permitted by law, Genesis
Energy accepts no responsibility for any errors or omissions, and no
representation is made as to the accuracy, completeness or
reliability of the information, in this presentation. This presentation
does not constitute financial, legal, investment, tax or any other
advice or a recommendation and nothing in this presentation
should be construed as an invitation for any subscription for, or
purchase of, securities in Genesis Energy.
All references to “$” are to New Zealand dollars, unless otherwise
stated.
Except as required by law, or the rules of any relevant securities
exchange or listing authority, Genesis Energy is not under any
obligation to update this presentation at any time after its release,
whether as a result of new information, future events or otherwise.
Disclaimer
2 3 F e b 2 0 2 6 • H 1 F Y 2 6 R e s u l t s P r e s e n t a t i o n
Key Messages
Group Performance
Gen35 Strategy
Group Outlook
Business Performance
Appendices
Agenda
3
2 3 F e b 2 0 2 6 • H 1 F Y 2 6 R e s u l t s P r e s e n t a t i o n
Rangipo
4. 2 3 F e b 2 0 2 6 • H 1 F Y 2 6 R e s u l t s P r e s e n t a t i o n
H1 FY26 Highlights & Key Messages
3
2
4
Interim
Dividend
7.30 cps
7.13 cps pcp
Debt Leverage
Ratio
2.2x
(2)
BBB+ Credit Rating
Operating
Free Cash Flow
$183m
$46m pcp (+298%)
Quality
Pipeline
2.5GW
Includes Yinson
partnership
5
Gross Margin
$521m
$409m pcp (+27%)
Net Profit After Tax
(NPAT)
$95m
$70m pcp (+36%)
1
Record H1 Normalised
(1)
EBITDAF of $307m
up 38% (pcp $222m), enabled by portfolio
flexibility in favourable hydro conditions
Margin quality driven through customer book,
lifting electricity netback by 17% to $172/MWh
Proactive fuel management, diverting gas to
industrials and establishing a reserve coal
stockpile (450kt funded by other Gentailers)
Billing & CRM live for around 50,000 customers,
with major digital projects within TOTEX of
$145m
Total shareholder return for 2025 of over 13%
and a growth equity raise to accelerate growth
opportunities
(3)
Notes: (1) EBITDAF: Earnings before net financing, income tax, depreciation, depletion, amortisation, impairment, unrealised fair value changes; other gains/losses; Normalised EBITDAF is adjusted for material non-routine items as per Genesis
Disclosure of Non-GAAP performance measures policy. Refer appendix for reconciliation; (2) Debt Leverage Ratio: Adjusted Net Debt/EBITDAF (12 months preceding). Adjusted net debt represents net debt less 50% of capital bonds; plus
rehabilitation & restoration provision; (3) Based on the share price at 1 Jan 2025 at $2.25 and at 31 Dec 2025 of $2.40, implying the share price increased by 6.7% over the period. Including the 6.4% dividend, the total TSR for the calendar year is
13.1%.
5. 2 3 F e b 2 0 2 6 • H 1 F Y 2 6 R e s u l t s P r e s e n t a t i o n
GENESIS ENERGY 1H25 Results Investor Presentation
Lauriston Solar Farm – Canterbury Plains
Notes: XX
Gen35 Investor Value Proposition
Growing
Shareholder
Returns
Customer
Renewables
Flexibility
Empowering the
customer led transition
Displace thermal + growth
8,300 GWh
Net Zero 2040
Margin quality
Strong capital
management
Cost discipline
Delivering for Shareholders
Growing the Business
Energy that never stops! We’re delivering margin quality, cost discipline and strong capital management
across an integrated portfolio with a large customer book, growing renewables, market leading flexibility
Portfolio Flexibility
1,370 MW at Huntly
in 2035
6. 2 3 F e b 2 0 2 6 • H 1 F Y 2 6 R e s u l t s P r e s e n t a t i o n
Gen35
Strategy Update
Waikaremoana Power Scheme
7. 2 3 F e b 2 0 2 6 • H 1 F Y 2 6 R e s u l t s P r e s e n t a t i o n
GENESIS ENERGY 1H25 Results Investor Presentation
Customer momentum — building future margins
Delivering higher long-term netback through margin quality and cost discipline
Customer
Enabling faster pricing actions, lower
service cost, and scalable growth
✓CRM is live for around 50,000 customers on G2
✓Release 2 is on track, supporting further migration
and simplification
✓Reduced billing complexity and duplication
✓Supports margin-led customer growth without cost
creep
Protecting retail margin and lowering the
total cost of energy
✓+10% peak customer flex (55MW)
✓Peak demand shifted away from high-cost
periods
✓Lower volatility in retail earnings during peak
events
Higher-value segment and growing
lifetime margin
✓+21% (YTD) growth in customers on a Genesis
EV Plan
✓62% more demand from an EV customer versus
non EV plan
✓EV customers show higher engagement and
retention, supporting lifetime value and earnings
durability
✓ChargeNet supports the Genesis ecosystem, not
standalone growth
Billing & CRM
Replacement
Customer
Flexibility
Electrification of
Transport
8. 2 3 F e b 2 0 2 6 • H 1 F Y 2 6 R e s u l t s P r e s e n t a t i o n
GENESIS ENERGY 1H25 Results Investor Presentation
Solar Projects
✓FID on Edgecumbe solar farm (136 MWp)
✓Leeston is on track for FID in Q4 FY26 (67 MWp)
✓Acquisition of Rangiriri solar farm (271 MWp)
✓Foxton Fast Track consent to be lodged in Q3 (220 MWp)
✓Lauriston has been operational since November 2024
Edgecumbe Solar FarmRangiriri Solar FarmLauriston Solar Farm
Renewables
Disciplined renewable growth supported by partnerships and capital-efficient development
RENEWABLES
Wind Projects
✓Yinson framework agreement executed - exclusive rights to equity &/or offtake
participation in Yinson Renewables’ >1,000 MW onshore wind pipeline
✓Mt Cass Wind Farm 15-year PPA signed for 70% offtake (95MW), through FID
✓Castle Hill 300MW site is consented, and work is progressing on transmission
✓Offshore: MOU signed with Taranaki Offshore Partners to explore commercial
viability of offshore wind & offtake
Mt. Cass RidgeCastle Hill Wind Farm
9. 2 3 F e b 2 0 2 6 • H 1 F Y 2 6 R e s u l t s P r e s e n t a t i o n
GENESIS ENERGY 1H25 Results Investor Presentation
Flexibility
Enhancing optionality across BESS, gas and biomass to optimise market outcomes
FLEXIBILITY
BESS
•Huntly Stage 1
All major equipment is on site, with
commissioning starting in Q4.
Tracking on time and ahead of budget
Huntly Stage 2
FID is expected in Q4 FY26
Biomass
Carbona: MOU signed (120 ktpa) and project
progressing well on funding, site and
technical design
Foresta: Term Sheet signed (180 ktpa);
Nature’s Flame term sheets progressing
Working with other credible consortia
Gas
•Gas
Unit 5 gas redirected to support
Industrials
Wholesale contracts/swaps agreed to
January 2027
•Tariki (Gas Storage) Project
MOU signed to accelerate studies
Subsurface studies are progressing
Defend Earnings, Optimise Earnings and Improve GWAP / TWAP
BESS Stage 1Tariki WellsiteBiomass Stockpile
10. 2 3 F e b 2 0 2 6 • H 1 F Y 2 6 R e s u l t s P r e s e n t a t i o n
GENESIS ENERGY 1H25 Results Investor Presentation
Lauriston Solar Farm – Canterbury Plains
H1 prioritiesProgress
Platform
Delivery
•Digitise core services to drive efficiency
•A simpler, faster and cheaper landscape
•Ability to leverage world class partners
Data
•Deliver across time, cost and quality dimensions
•Focused on billing / CRM, trading capability and
general ledger
•Leveraging the strengths of others – less in-house
•Using data to enhance customer lifetime value and
customer experience
•Data to optimise our generation and fuel portfolio
•Enabling smarter decision-making across supply and
demand
✓R2G2 Phase 1 – Live for around 50,000 customers
✓New outsourced IT service desk is now driving efficiencies
✓Good progress in cyber resilience
✓Workday Core Financials successful go live on 2nd Feb
✓R2G2 Release 2 tracking to completion Q2 FY27, with
planning underway for Release 3
✓New derivatives toolkit now live
✓Successful ChatGPT for Enterprise roll-out with significant
productivity use cases
✓Data engineering work is complete for Retail and Trading
✓Databricks AI environment is operational
Project budget remains on track
$145m major digital projects ($m)
(2)
15
35
63
32
FY24AFY25AFY26EFY27E
HistoricalForecasts
(1)
Digital transformation improving efficiency, scalability and operational performance
Platform, Delivery and Data
Notes: (1) Forecasts are subject to phasing changes; (2) Excludes stay in business technology spend of ~$15m per annum.
11. 2 3 F e b 2 0 2 6 • H 1 F Y 2 6 R e s u l t s P r e s e n t a t i o n
H1 FY26
Group performance
Huntly Power Station – Unit 2
12. 2 3 F e b 2 0 2 6 • H 1 F Y 2 6 R e s u l t s P r e s e n t a t i o n
GENESIS ENERGY 1H25 Results Investor Presentation
H1 FY26H1 FY25
Variance
Revenue
1
$1,532m$1,754m(13)%
Gross Margin
$521m$409m27%
Margin %34%23%
OPEX: Operations
$(190)m$(178)m7%
OPEX: Digital Investment
4
$(28)m$(14)m100%
Reported EBITDAF
2
$303m$217m40%
Margin %20%12%
Normalised EBITDAF
3
$307m$222m38%
Margin %20%13%
Reported EBIT
$171m$133m29%
Reported NPAT
$95m$70m36%
Interim Dividend Per Share
7.30 cps7.13 cps2%
Earnings Per Share
8.6 cps6.5 cps32%
Record first-half EBITDAF driven by margin quality and portfolio optimisation
H1 FY26: Group Financial Performance
•Revenue: lower wholesale prices and overall lower
generation against pcp; with full period of Ecotricity and
tactical reduction in customer numbers
•Gross Margin: pcp uplift from retail strategy activations
and portfolio fuel flex to reduce thermal generation and
maximise hydrology margins
Refer slide 13
•Operating Expenses: reflects full half since Ecotricity
acquisition and $3m of normalised
3
cost
Refer slide 13
•Digital Investment: ramp up in project schedule as key
milestones reached
Refer slide 10
•NPAT: reflects EBITDAF uplift and favourable net
financing costs, offset by fair valuation changes, higher
depreciation and higher effective tax rate
Refer appendix for breakdown
Notes: (1) Revenue: inclusive of realised non-hedge accounted electricity derivatives of $2m ($7m pcp); (2) EBITDAF: Earnings before net financing, income tax, depreciation, depletion, amortisation, impairment, unrealised fair value changes;
other gains/losses; (3) Normalised EBITDAF adjusts for material non-routine items per Genesis Disclosure of Non-GAAP performance measures policy. Refer appendix for reconciliation; (4) FY26 digital investment of $28m is higher than the
baseline annualised average spend of $7.5m.
13. 2 3 F e b 2 0 2 6 • H 1 F Y 2 6 R e s u l t s P r e s e n t a t i o n
GENESIS ENERGY 1H25 Results Investor Presentation
59
(30)
14
18
51
H1 FY25
GGM
RenewablesLengthFuelWholesaleRetail
H1 FY26
GGM
H1 GGMof $521m, up $112m with key variance against pcp:
•Renewables: Strong inflows at Tekapo and Tongariro (>P75) lifted hydro (+17%),
coupled with Tauhara and Lauriston PPAs, displaced thermal generation
•Length: fewer opportunities to go long versus pcp given lower wholesale prices
•Fuel: overall lower gas unit prices against prior period, partially due to high 2024
prices in dry winter – offset by higher coal and carbon costs
•Wholesale: higher gas sales volumes at higher price, facilitated by tactical Unit 5
shutdown to redirect gas and enable stronger portfolio position
•Retail: Margin up 8% across all segments, reflecting improved margin mix and
disciplined pricing strategy, offset by tactical action to uplift margin quality through
demand management. Refer slide 17
H1 Group Opex by Spend Category ($m)
H1 FY26: Group Gross Margin and Operating Expenses
Margin uplift from hydrology, fuel flexibility and portfolio management; cost discipline provides foundation
H1 FY25: $192m
H1 FY26: $218m
H1 Group Gross Margin (GGM) movement ($m)
Notes: (1) All People excluding Digital Projects FTEs included in Technology; (2) Includes thermal and renewable maintenance, materials and contractors.
521409
H1 OPEXof $218m, up $26m with key variances against pcp:
People
1
: up 9% including Ecotricity integration, initiative resourcing and wage inflation,
offset by benefits realised from operating model efficiencies
Software Support: including Ecotricity billing system, data compute uplift and software to
support customer flexibility. IT helpdesk outsource completed
Digital Projects: aligned with schedule for major technology transformations
Maintenance
2 /
Property:increase includes Rankine life extension
Other: includes offsetting impacts including lower insurance premiums and higher coal
stockpile restoration costs
84
21
28
41
8
12
24
People
Software / Support
Digital Investment
Maintenance / Property
Direct Costs
Consultants / Professional Services
Other
77
18
14
38
14
10
21
14. 2 3 F e b 2 0 2 6 • H 1 F Y 2 6 R e s u l t s P r e s e n t a t i o n
GENESIS ENERGY 1H25 Results Investor Presentation
Coal Stockpile
(4)
Opening
1 Jul 25
PurchasedUtilisedClosing
31 Dec 25
GNE OperationalSecurity Products (HFOs)
$192m
888 kt
$279m
1,169 kt
374 kt
(93) kt
Disciplined capital allocation supporting growth and shareholder returns
H1 EBITDAF to Operating Free Cash Flow (Op FcF) ($m)
Stay-in-Business (SIB) CAPEX
1
$43m ($33m pcp)
•$28m maintenance of generation assets
•$6m LPG fleet and depot improvements
•$5m technology ($2m digital projects) and corporate
•$4m Kupe JV asset maintenance
Growth Investment
1
$70m ($107m pcp)
•$40m Battery (BESS) construction
•$29m Solar Development, including Edgecumbe construction
payments, Leeston and Foxton progression, and Rangiriri Solar
Farm rights acquisition
Debt repayment
3
Operating
FCF
Growth
Investment
Dividend Cash
Distribution
(net of DRP)
183
79
58
29
16
SourcesUses
Cash reserves
H1 Sources & Uses of Funds ($m)
Notes:
1.Stay-in-Business and Growth CAPEX are on an accounting basis; Operating FCF and Sources & Uses of Funds are on a cash basis
2.Lease costs exclusive of interest (in net finance costs)
3.Debt Repayment includes debt drawdown of $18m for lease liability additions and adjustments
4.Coal stockpile includes coal-in-transit to Huntly
H1 FY26
EBITDAF
Reverse
non-cash
HFO
Stockpile
InventoryTax paid
Net finance
cost
LeasesSIB Capex
H1 FY26
Op FcF
H1 FY25
Op FcF
303183
44
95(108)
(70)
(33)
(6)
(42)
46
2
H1 FY26: Group Capital Management
15. 2 3 F e b 2 0 2 6 • H 1 F Y 2 6 R e s u l t s P r e s e n t a t i o n
GENESIS ENERGY 1H25 Results Investor Presentation
1,247
1,276
1,352
1,284
1,224
1,348
1,315
173
175
355
320
271
350
380
3.1x
2.9x
2.7x
2.2x
2.7x
2.6x
2.2x
0
0.5
1
1.5
2
2.5
3
0
500
1000
1500
2000
FY20FY21FY22FY23FY24FY25HY26
Net DebtLiquidity HeadroomNet Debt : EBITDAF
•H1 weighted average cost of borrowing of 4.6% (5.4% pcp)
•Commitment to investment-grade credit rating, reaffirmed by S&P Global in December 2025 at BBB+ with a stable outlook
•Strong liquidity headroom retained from undrawn committed facilities, with successful refinancing plan executed, including USPP tranche 1 repayment in January 2026
•FY26 Interim Dividend declared and Dividend Reinvestment Plan (DRP) pricing set equal to the lower of (i) the DRP strike price calculated under the usual methodology with no discount applied;
and (ii) the NZD issue price under the rights offer forming part of the equity raise.
Note: the Group holds ~$250m of carbon unit forward contracts for own-use and future settlement (FY26-30). Refer Interim Financial Statements for further details
-
500
1,000
1,500
2,000
Dec 25Dec 26Dec 27Dec 28Dec 29Dec 30
Green Capital BondsWholesale BondsGreen Retail BondsBank debtUSPP
Strong balance sheet and liquidity underpin investment-grade strength
Net Debt
1
, Liquidity and Debt Leverage Ratio
2
Group Funding Maturity Profile to FY30
3
based on facilities existing at 31 December 2025
Notes:
1.Net Debt: Total borrowings, less cash and cash equivalents, less Fair Value adjustments
2.Debt Leverage Ratio: Adjusted Net Debt/EBITDAF (12 months preceding). Adjusted net debt represents net debt less 50% of capital bonds; plus
rehabilitation & restoration provision
3.Green Capital Bond repayments of $285m and $240m scheduled for FY52 and FY54
4.Liquidity headroom: Total undrawn facilities less commercial paper
H1 FY26: Group Financial Resilience
4
16. 2 3 F e b 2 0 2 6 • H 1 F Y 2 6 R e s u l t s P r e s e n t a t i o n
H1 FY26
Business performance
Tekapo A
17. 2 3 F e b 2 0 2 6 • H 1 F Y 2 6 R e s u l t s P r e s e n t a t i o n
Electricity Netback ($/MWh)
24.9
0.2
171.6
147.3
-0.8
Margin
Quality
Cost
Discipline
Ecotricity
Integration
Total netback for all fuels ($m)
Contracted Electricity Sales (TWh)
2.1
2.0
1.0
1.3
0.7
0.8
H1 FY25H1 FY26
Mass MarketEnterpriseWholesale
$454m
$492m
$6m
$79m
$83m
$87m
$37m
$35m
H 1 F Y 2 5H 1 F Y 2 6
Electricity - GNEElectricity - Ecotricity
GasLPG
Successful execution of customer strategy, as the portfolio is rebalanced toward higher-value customers
Driving quality margin outcomes
Single Brand Strategy — delivering margin quality outcomes
•$25/MWh electricity netback uplift in H1 through pricing optimisation and portfolio
rebalancing toward higher-value customers
•Tactical pursuit of higher value segments over higher customer numbers
Cost discipline enabled by digital transformation
•Enabled by operating model simplification, delivering sustained cost take-out
•Transmission and distribution price increase of 15% passed through to customers
NextGen operating model — embedding efficiency and accountability
•Operating model evolution progressing, delivering ongoing efficiency gains from
cost discipline, enabled by a digital transformation
Adjacent value pools strengthening customer relationships
•Broadband successfully launched in October, expanding Genesis’ offering and
supporting deeper customer engagement and retention
Positioning the customer base for future earnings quality
•Increased exposure to electrification and flexible demand as the highest value
pools creates a more resilient retail portfolio as system volatility increases.
Strategic Customer Connections
H1 FY26 growth
+21%
EV
1
SolarFlex
+4%+10%
+$113m
Notes: (1) Genesis customer connections on EV Plan, excludes ChargeNet.
H1 FY26: Retail Margin
H1
FY25
H1
FY26
18. 2 3 F e b 2 0 2 6 • H 1 F Y 2 6 R e s u l t s P r e s e n t a t i o n
GENESIS ENERGY 1H25 Results Investor Presentation
$37m
$32m pcp
FY20
H1 FY26: Operational excellence
Strong generation asset performance driven by reliability, enabling significant portfolio flexibility
Hydro Schemes
Rankine Units
Unit 5
Unit 6
Start Reliability
Generation
SIB CAPEX
Maintenance OPEX
100%
99.9% pcp
100%
100% pcp
93.7%
91.3% pcp
100%
100% pcp
1,644 GWh
1,408 GWh pcp
594 GWh
722 GWh pcp
242 GWh
812 GWh pcp
33 GWh
33 GWh pcp
$18.5m
$14.1m pcp
$0.8m
$6.4m pcp
$8.0m
$0.3m pcp
$Nil
$0.5m pcp
19. 2 3 F e b 2 0 2 6 • H 1 F Y 2 6 R e s u l t s P r e s e n t a t i o n
GENESIS ENERGY 1H25 Results Investor Presentation
250
3,012
196
53
1,644
242
594
33
Wind PPAsGeothermal
PPAs
Solar PPAsHydroHuntly
Rankines
Unit 5Unit 6Total
Generation
FY20
Geographic diversity and fleet flexibility underpin portfolio resilience
H1 FY26: Portfolio Generation Composition
•Diversified generation enabled strong operational resilience, with hydro and PPAs providing 71% of H1 energy
requirements
•Reduced thermal generation from tactical dispatch of thermal as firming, lowering fuel and carbon exposure
•Shift in generation mix against pcp demonstrates portfolio flexibility and supports cost optimisation and margin
protection
H1 26 Portfolio Generation (GWh)
8%
44%
25%
22%
1%
Portfolio Generation Composition (GWh)
H1
FY26
H1
FY25
•63 MW Tauhara capacity
•15-year contract
commenced 2H FY25
•63 MWp Lauriston
solar farm
•First generation
Nov ’25
•133 MW Waipipi
•31 wind turbines
•Generation 1% up
on pcp
H1 FY26 average cost of generation: $58/MWh (pcp $74/MWh)
Legend
8%
6%
2%
55%
8%
20%
1%
Wind PPAsGeothermal PPAsSolar PPAs
HydroHuntly RankinesUnit 5
Unit 6
20. 2 3 F e b 2 0 2 6 • H 1 F Y 2 6 R e s u l t s P r e s e n t a t i o n
Group FY26 Outlook
Tauhara Power Station
21. 2 3 F e b 2 0 2 6 • H 1 F Y 2 6 R e s u l t s P r e s e n t a t i o n
GENESIS ENERGY 1H25 Results Investor Presentation
Normalised FY26 EBITDAF
1
guidance remains unchanged at $490 – $520 million
2
FY26 Guidance
$m
FY26
Guidance
FY25
Actual
FY24
Actual
Commentary
Normalised
(2)
EBITDAF
$490m - $520m$470m$413m
•Assumes P50 inflow hydrology for
remainder of year
Digital Investment OPEX$55m - $65m$33m$15m
•Peak year for investment, enabling a
strong foundation for future value
realisation
SIB Capex$130m - $140m$86m$79m
•Uplift in annual spend supports activity
to extend the Rankine units and
maintain a high level of asset reliability
Growth InvestmentUp to $300m$165m$87m
•Delivering new renewables and
battery opportunities
Notes: Outlook remains subject to key assumptions and caveats related to hydrological conditions, gas availability, plant
availability, and material adverse events. (1) EBITDAF remains subject to key assumptions and caveats related to
hydrological conditions, gas availability, plant availability, and material adverse events; (2) Normalised EBITDAF is
adjusted for material non-routine items as per Genesis Disclosure of Non-GAAP performance measures policy. Refer
appendix for reconciliation
Tauhara Power Station
Tokaanu Penstocks
22
Operating
cashflow
New
Equity
Funding
toolkit
SIB Capex and
Dividends
Committed
growth
opportunities
Progressed
growth
opportunities
Discretionary growth
opportunities
-$1.0bn$2.0bn$3.0bn$4.0bn$5.0bn
Thousands
-
100
200
300
400
500
600
700
800
FY25 Actual FY26 Guidance FY28 Target FY32 Outlook
FY32 Building Blocks
FY32 Outlook EBITDAF $650m-$750m
~6 TWh
Renewable Sources
45% - 55%
EBITDAF to OFCF
2
Conversion
~1,370 MW
Portfolio Flexibility
~7 TWh
Retail Demand
1
$490m
to
$520m
Upper
$500m
$650m
to
$750m
Long run wholesale
price assumption
$118-128/MWh (real)
Funding Toolkit: Partnerships & JVs; Contractual Offtakes; Asset Recycling; New Equity; Debt Capacity
Sources & Uses of Funds
FY26 to FY32 Cumulative
Normalised EBITDAF
3
Key Assumptions
✓Forward contractable gas
price FY27-FY32 of $13 -
$15/GJ real
✓Funding toolkit includes
capital recycling
4
for wind
developments
✓Fixed dividend policy to
FY28
5
✓Targeted leverage range
2.0x – 3.0x consistent with
BBB+ investment grade
rating
$470m
Generation
cost
($/MWh)
82~75~70~60
Assumptions: (a) Indicative at Feb-26; (b) P50 hydro inflows (FY27-FY32); (c) GNE existing assets run beyond 2032; (d) Excludes assumptions regarding Methanex exiting or LNG proceeding; (e) Reflects existing/known regulatory and
legislative requirements and conditions prevail; (f) Growth investments all subject to meeting financial thresholds required by capital allocation framework; (g) FY32 includes generation from on-balance sheet wind assets; (h) Kupe
decommissioning spend assumed at end of field life.
Notes: (1) Retail demand: GNE sales to residential, SME, Commercial and Industrial customers; (2) Operating Free Cash Flow (OFCF): Net Cash Flow from Operating Activities less SIB Capex; (3) Normalised EBITDAF adjusted for material
non-routine items per GNE Disclosure of Non-GAAP performance measures policy; (4) Potential solar recycling to fund wind developments subject to FID; (5) The Board believes that the current fixed dividend policy remains appropriate, and is
likely to continue to be appropriate through to the end of Horizon 2 of Gen35 (i.e. FY28).The Board’s current expectation is thatGenesis may return to a more market-aligned policy beyond this period, although that will be a decision for the
Board at that time; (6) Carbon Unit Forward Contract obligations of ~$250 million (31 December 2025) are recorded in FY26-FY32 at contract face value
23. 2 3 F e b 2 0 2 6 • H 1 F Y 2 6 R e s u l t s P r e s e n t a t i o n
Appendix
Rangipo tunnel
24. 2 3 F e b 2 0 2 6 • H 1 F Y 2 6 R e s u l t s P r e s e n t a t i o n
GENESIS ENERGY 1H25 Results Investor Presentation
Gas and coal generation costs
2
through Unit 5 and Rankine Units
Thermal generation price points
Tauhara Power Station
Unit 5 gas price($ / GJ)
1
Notes: (1) Gas price excludes carbon; carbon for impact assessment based on today’s prices (2) Generation costs: direct generation costs inclusive of fuels and carbon
Gas price <$10/GJ
•A gas price of less than $10/GJ through Unit
5 results in a lower generation cost than
solar and wind LCOE
Gas price $10–18/GJ
•At this price range, Unit 5 can generate at a
lower cost using gas than coal generation
Gas price above >$18/GJ
•At a gas price higher than $18/GJ, coal has
a lower generation cost than gas through
Unit 5
2
3
1
<$10/GJ
$10-$18/GJ>$18/GJ
1
23
Thermal shifts to flexible generation funded through energy revenue and HFOs (capacity products)
25. 2 3 F e b 2 0 2 6 • H 1 F Y 2 6 R e s u l t s P r e s e n t a t i o n
GENESIS ENERGY 1H25 Results Investor Presentation
Monetising a renewables-led system, leveraging firming value pools and a disciplined LCOE position
Flexibility drives long-term value creation
50 70 90 110 130 150 170
Wind
Solar
LCOE RangeMin. FirmingMax. Firming
Firming range ~$10 - $28
Source: Solar: Based on Genesis delivery experience; Wind: Based on market consensus LCOE; Firming: Based on Genesis’ firming market experience
Indicative Levelised Cost of Energy (LCOE) ($ / MWh)
Firming range ~$20 - $50
Illustrative valuation of firming
Net FlexGen MWFirming value ($ / MW)
Net annual firming
revenue ($)
-
300
600
900
1,200
1,500
2026202720282029203020312032203320342035
Minutes / HoursDays / WeeksMonths / YearsYear-to-year
Market value of flexibility reward pool ($m p.a.)
Asset value = NPV over
life of the asset
26. 2 3 F e b 2 0 2 6 • H 1 F Y 2 6 R e s u l t s P r e s e n t a t i o n
GENESIS ENERGY 1H25 Results Investor Presentation
20
30
40
50
60
70
80
90
100
110
120
-
100
200
300
400
500
600
700
800
Jan-25Feb-25Mar-25Apr-25May-25Jun-25Jul-25Aug-25Sep-25Oct-25Nov-25Dec-25
Electricity GGM ($m)
GWh
HydroPPAsGasCoalRankine HFOP50 hydroRetail demandElec GGM (RHS, $m)
Genesis Earnings Resilience
Flexibility and active portfolio management driving consistent earnings performance
Lauriston Solar Farm – Canterbury Plains
LTM Dec-25 P50 Asset Generation and Electricity Group Gross Margin (GWh, $m)
1
3
Resilient margins through price volatility
Disciplined approach to hedging and portfolio optimisation
1
Active portfolio management
Strategic and profitable short position through strong hydrology
2
Significant Fuel Flexibility
Flexible generation enhanced by fuel flexibility
3
Margins supported by active
management of gas position and
thermal dispatch through strong
hydrology
2
27. 2 3 F e b 2 0 2 6 • H 1 F Y 2 6 R e s u l t s P r e s e n t a t i o n
ProjectCapacity / DurationStatusTotal Project Capex
1
Commentary
Operational63 MW
P
$104m
Lauriston solar farm63 MW
P
Operating$104m
2
Operational
Committed growth capex236 MW $371m
Huntly BESS stage 1100 MW / 200 MWhUnder construction$135m
On track / better than
budget
Edgecumbe solar farm
3
136 MW
P
FID delivered
$236mOn track / on budget
Progressed growth opportunities438 MW
$670 – 730m
Huntly BESS stage 2100 MW / 200 MWhConsented
4
$100 –120m
On track – FID expected
Q4 FY26
Leeston solar farm
3
67 MW
P
Consented
5
$100 – 120m
On track – FID expected
Q4 FY26
Rangiriri solar farm
3
271 MW
P
Consented
6
$470 – 490m
On track – FID expected
H2 FY27
Discretionary growth opportunities – firming
7
50 – 100 MW$250 – 400m
Gas storageN/AUnder active reviewDiscussions ongoing
BiomassN/AUnder active reviewDiscussions ongoing
Huntly unit 7 peaker~50 – 100 MWUnder reviewNo further update
Discretionary growth opportunities –
renewables
720 MW+$1.1 – 1.2bn
Foxton solar farm
3
220 MW
P
Fast-track consenting
On track
Castle Hill wind farm300 MWConsentedNo further update
Early-stage wind prospects~200 MWEarly-stage prospectingNo further update
Early-stage hydro enhancementN/AEarly-stage prospectingNo further update
Joint Equity / PPAs~1,000 MW
Yinson wind partnership~1,000 MWEarly-stage equity optionsNo further update
Genesis’ development pipeline
Genesis has developed a strong pipeline of attractive growth opportunities across renewables and
dispatchable firming capacity which can be accelerated with additional capital
Notes: (1) Capex estimate now extended to FY32 (2) Project financed with ~$13m equity funding by Genesis; (3) Genesis is targeting 500 MW of solar opportunities; (4) All primary resource consents are in place with final noise mitigations and ancillary building consents to be secured
before construction starts; (5) Core solar farm consents in place; consents for substation extension to be acquired; (6) Stages 1 & 2 (collectively 228 MWp) are consented. Consents are still to be acquired for Stage 3 (43 MWp); (7) Excludes 300 MW of additional BESS options
Benefits to Genesis
and to New Zealand
•Accelerating capital projects
is valuable to both Genesis
and the security of the New
Zealand energy market
•Accelerating renewables
investment enables a more
rapid displacement of Huntly
Power Station’s baseload
requirements and brings
significant additional flexible
capacity to market
•Projects (as highlighted) that
directly support increased
flexible capacity, and meet
Genesis’ capital allocation
framework, are expected to
enhance energy security
Projects that directly address New Zealand’s need for additional firming capacity
28. 2 3 F e b 2 0 2 6 • H 1 F Y 2 6 R e s u l t s P r e s e n t a t i o n
GENESIS ENERGY 1H25 Results Investor Presentation
Major Plant Overhauls and Upgrades
Extending the life and reliabilityof ourexisting generation assets is core to Gen35
•Rangipo Unit 6 turbine overhaul and governor replacement – 10-year
overhaul as part of the asset management lifecycle to maintain reliability. The
project also included refurbishment of the main inlet valve
•Rangipo Dam Sluice Gate Refurbishment – work on the three gates forming the
structure to ensure safe and reliable operation for the next 25 years. First gate
successfully completed with work ongoing on the remaining two
•Piripaua penstocks external coating – external recoating to extend the life of
the penstocks, new paint system being utilised which enables application while
generating
•Kaitawa penstocks internal coating – internal recoating to extend the life of the
penstocks, the project also included an overhaul of the main inlet valve
•Huntly Unit 2 cold survey – major overhaul to recertify the unit and ensure
reliability to support HFOs
•Huntly Unit 5 hot inspection – completion of statutory compliance work required
to maintain unit certification
•Huntly Transformer T3 – end of life recycling of 258 tonne transformer, largest
transformer ever recycled in New Zealand. >99% of materials recovered and
diverted from landfill. 69.2 tonnes of oil drained and recycled.
29. 2 3 F e b 2 0 2 6 • H 1 F Y 2 6 R e s u l t s P r e s e n t a t i o n
GENESIS ENERGY 1H25 Results Investor Presentation
Rangiriri solar farm — strategic location advantage
Located in the golden triangle growth corridor, adjacent to Huntly Power Station, enhancing
portfolio optimisation and value capture
Huntly’s Strategic Advantage
•Located within the Golden Triangle growth corridor,
close to major demand centres
•Established 1,450MW grid connection
•Skilled resident workforce
•Close proximity with Rangiriri enhances portfolio
optimisation
30. 2 3 F e b 2 0 2 6 • H 1 F Y 2 6 R e s u l t s P r e s e n t a t i o n
•The Group’s Disclosure of Non-GAAP Performance Measures policy (“policy”) determines the framework within which non-GAAP financial information is determined, reported and utilised
•The Group’s objective in preparing normalised financial information is to enable the investment community to better understand the Group’s underlying operational performance. The Group achieves this
objective by providing information that:
•is representative of Genesis Energy’s underlying performance as a potential indicator of future performance;
•enables comparison across financial periods; and
•can assist with comparison between publicly listed energy companies in New Zealand.
•Non-GAAP information is prepared in accordance with the Board approved policy, and any adjustments under the policy are approved by the Board.
•Application of the Group’s “Disclosure of Non-GAAP Performance Measures Policy” in H1 FY26 is consistent with the Board-approved approach.
Reconciliation of Reported to Normalised Information
H1 FY25 ($m)CommentRevenueGross MarginExpensesEBITDAFNPAT
Reported1,761.2409.0(192.5)216.570.3
Crown Royalty Provision
Adjust non-routine royalties’ settlement provision for Kupe Venture
Limited - PML 38146
-2.5-2.51.8
Organisational RestructureAdjust non-routine costs incurred from organisation restructure--1.01.00.7
Acquisition Costs
Adjust non-routine costs associated with the acquisitions of
ChargeNet and Ecotricity
--2.02.01.4
Normalised1,761.2411.5(189.5)222.074.2
Non-GAAP Financial Information
H1 FY26 ($m)CommentRevenueGross MarginExpensesEBITDAFNPAT
Reported1,533.6521.4(218.2)303.295.1
Crown Royalty Provision
Adjust non-routine royalties’ settlement provision for Kupe Venture
Limited - PML 38146
--2.02.01.4
Organisational RestructureAdjust non-routine costs incurred from organisation restructure--0.50.50.4
Acquisition Costs
Adjust non-routine costs associated with the acquisition of Rangiriri
Solar Development
--0.80.80.6
Normalised1,533.6521.4(214.9)306.597.5
31. 2 3 F e b 2 0 2 6 • H 1 F Y 2 6 R e s u l t s P r e s e n t a t i o n
GENESIS ENERGY 1H25 Results Investor Presentation
H1 FY26H1 FY25Variance
Electricity Gross Margin
VolumeRate per unit$mVolumeRate per unit$mVolumeRate per unit$m
Retail Sales C&I
871 GWh$224.95 196
900 GWh$198.52 179
(29) GWh$26.43 17
Retail Sales Residential
1,521 GWh$336.35 512
1,618 GWh$295.02 477
(97) GWh$41.33 34
Retail Sales SME
499 GWh$321.87 161
530 GWh$269.80 143
(31) GWh$52.07 17
Retail Sales Ecotricity
437 GWh$308.68 135
70 GWh$197.32 14
367 GWh$111.36 121
Wholesale Sales
2,534 GWh$106.96 271
2,975 GWh$240.57 716
(442) GWh($133.61)(445)
Derivatives Settlement(1)(25)
24
Ancillary Revenue23
(2)
Total Revenue1,2751,507(232)
Generation Costs (Thermal)869 GWh157.971371,567 GWh$142.09 223
(698) GWh($15.88)85
Generation Costs (Renewable)1,644 GWh--1,408 GWh--
236 GWh- -
Retail Purchases3,509 GWh$97.02 3403,279 GWh$195.91 642
231 GWh$98.90302
Transmission and Distribution5,842 GWh$67.813966,095 GWh$52.74 321
(253) GWh($14.39)(75)
Ancillary Costs2 4
2
Total Direct Cost8761,191
314
Electricity Gross Margin39931782
Gas Gross Margin
VolumeRate per unit$mVolumeRate per unit$mVolumeRate per unit$m
Retail Sales
3.15 PJ$45.26 1433.91 PJ$36.33 142 (0.76)PJ$8.921
Wholesale Sales
2.72 PJ$13.72371.55 PJ$8.10 13 1.17 PJ$5.6325
Emission Unit Revenue (Gas)44
-
Total Revenue18415826
Gas Purchases
5.88 PJ$12.69755.46 PJ$13.54 74 (0.41)PJ$0.84(1)
Transmission and Distribution
5.88 PJ$8.90525.46 PJ$10.21 56(0.41)PJ$1.313
Emissions Unit Cost (Gas)
17 11 (5)
Total Direct Cost
144141
(3)
Gas Gross Margin401723
Financial Metrics
Notes: Reported numbers have been rounded and might not appear to add or multiply.
32. 2 3 F e b 2 0 2 6 • H 1 F Y 2 6 R e s u l t s P r e s e n t a t i o n
GENESIS ENERGY 1H25 Results Investor Presentation
H1 FY26H1 FY25Variance
LPG Gross Margin
VolumeRate per unit$mVolumeRate per unit$mVolumeRate per unit$m
Retail Sales
21,804 T$2,796.85 61 24,105 T$2,565.48 62 (2,301)T$231.37 (1)
Wholesale Sales
1,262 T$964.65 11,905 T$1,045.87 2 (643) T($81.22)(1)
Emission Unit Revenue (LPG)
2 2
Total Revenue
6466
(1)
LPG Purchases
23,066 T$1,239.35 2926,009 T$1,014.05 26 2,943 T($225.30)(2)
Emissions Unit Cost (LPG)
43 (1)
Total Direct Cost
32 29
(3)
LPG Gross Margin
3237
(5)
Other Gross margin
$m$m$m
Other Revenue
2 3 -
Other Costs
(3)(1) (1)
Total Other Gross Margin
(1)1(1)
Total Gentailer Gross Margin
47037199
Financial Metrics
Notes: Reported numbers have been rounded and might not appear to add or multiply.
33. 2 3 F e b 2 0 2 6 • H 1 F Y 2 6 R e s u l t s P r e s e n t a t i o n
GENESIS ENERGY 1H25 Results Investor Presentation
H1 FY26H1 FY25Variance
Kupe Gross Margin
VolumeRate per unit$mVolumeRate per unit$mVolumeRate per unit$m
Oil Sales
54.2 Kbbl$112.326119.3 Kbbl$108.38 13 (65.1) Kbbl$3.94(7)
Gas Sales
3.07 PJ$13.50 413.28 PJ$8.33 27 (0.21) PJ$5.17 14
LPG Sales
13,671 T$688.16914,589 T$545.58 8 (918) T$142.581
Other and Emissions Revenue
116 6
Direct Costs
(17) (16) (1)
Kupe Gross Margin
513813
EBITDAF
$m$m$m
Total Gentailer Gross Margin
470371
99
Kupe Gross Margin
5138
13
Genesis Energy Limited Gross Margin
521409
112
Operating Expenses
Employee Benefits
88 82(6)
Other Operating Expenses
11597(18)
Kupe Operating Expenses
1513(2)
Genesis Energy Operating Expenses
218192(26)
EBITDAF
303217
86
Financial Metrics
Notes: Reported numbers have been rounded and might not appear to add or multiply.
34. 2 3 F e b 2 0 2 6 • H 1 F Y 2 6 R e s u l t s P r e s e n t a t i o n
Financial statements
Income Statement ($m)H1 FY26H1 FY25Variance
Revenue1,533.61,761.2(13)%
Expenses(1,229.1)(1,537.0)(20)%
Depreciation, Depletion & Amortisation(127.5)(113.4)12%
Impairment of Non-Current Assets-(0.8)nm
Fair Value Change(9.3)86.4nm
Revaluation of Generation Assets2.8(74.7)nm
Other Gains (Losses)0.510.9nm
Share in associate& joint ventures(0.1)0.7nm
Earnings Before Interest & Tax170.9133.328%
Interest(35.7)(39.6)(10)%
Tax(40.1)(23.4)
71%
Net Profit After Tax95.170.335%
Earnings Per Share (cps)8.66.532%
Stay in Business Capital Expenditure43.033.030%
Dividends Per Share (cps)7.307.132%
EBITDAF303.2216.540%
Normalised EBITDAF306.5222.038%
Cash Flow Summary ($m)H1 FY26H1 FY25Variance
Net Operating Cash Flow264.0126.3
109%
Net Investing Cash Flow(120.2)(145.5)
(17)%
Net Financing Cash Flow(128.0)(71.6)
79%
Net (Decrease) Increase in Cash15.8(90.8)117%
Balance Sheet ($m)H1 FY26FY25Variance
Cash and Cash Equivalents96.881.0
20%
Other Current Assets777.2858.3(9)%
Non-Current Assets5,415.35,162.75%
Total Assets6,289.36,102.03%
Total Borrowings1,490.51,489.80%
Other Liabilities1,709.01,636.34%
Total Liabilities3,199.53,126.12%
Net Debt
(1)
1,315.01,347.8(2)%
EBITDAF Interest Cover10.9x8.3x31%
Debt Leverage Ratio
(2)
2.2x2.6x(15)%
Financial Statements
Notes: (1) Net Debt: drawn Borrowings, less Cash, less Fair Value Adjustments; fair value adjustments total $78.7m at Dec25 (Jun25: $61.0m)
(2) Debt Leverage Ratio: Adjusted Net Debt/EBITDAF (12 months preceding). Adjusted net debt represents net debt less 50% of capital bonds; plus rehabilitation & restoration provision;
nm = not meaningful.
35. 2 3 F e b 2 0 2 6 • H 1 F Y 2 6 R e s u l t s P r e s e n t a t i o n
Retail Key InformationH1 FY26H1 FY25Variance
Customers with > 1 Fuel135,854148,240(8.4)%
Electricity Only Customers317,278329,558(3.7)%
Gas Only Customers10,37910,1312.4%
LPG Only Customers32,19528,38313.4%
Total Customers495,706516,312(4.0)%
Total Electricity, Gas and LPG ICPs715,431750,894(4.7)%
Volume Weighted Average Electricity Selling Price - Resi ($/MWh)$336.3 $295.0 14.0%
Volume Weighted Average Electricity Selling Price - SME ($/MWh)$321.9 $269.8 19.3%
Volume Weighted Average Electricity Selling Price - C&I ($/MWh)$225.0 $198.5 13.4%
Volume Weighted Average Electricity Selling Price - Ecotricity ($/MWh)$308.7 $197.3 56.5%
Retail Netback by Segment & FuelH1 FY26H1 FY25Variance
Residential - Electricity ($/MWh)$167.5 $147.8 13.3%
Residential - Gas ($/GJ)$29.5 $20.9 41.1%
Bottled - LPG ($/tonne)$1,782.1 $1,951.9 (8.7)%
SME - Electricity ($/MWh)$176.0 $146.0 20.5%
SME - Gas ($/GJ)$26.1 $20.2 29.2%
SME – LPG ($/tonne)$1,721.9 $1,355.3 27.0%
C&I - Electricity ($/MWh)$171.9 $152.3 12.9%
C&I - Gas ($/GJ)$26.6 $22.5 18.2%
Bulk - LPG ($/tonne)$1,278.4 $1,163.1 9.9%
Ecotricity - Electricity ($/MWh)$180.1 $81.6 120.7%
ChargeNet Key InformationH1 FY26H1 FY25Variance
Number of charging sessions (thousands)42237612.2%
Number of DC charge points, owned & third party55446918.1%
Capacity of DC charge points, owned & third party (MW)352729.6%
Operational Metrics
Glossary
Electricity
Retail Sales Residential
Sales of electricity to residential customers
Retail Sales SMESales of electricity to small business customers
Retail Sales C&ISales of electricity to commercial and industrial customers
Retail Sales EcotricitySales of electricity to Ecotricity customers
Wholesale SalesSale of generated electricity and residential rooftop solar onto the spot market, excluding PPA settlements and ancillary revenue
Total Derivative SettlementsNet settlement of electricity derivatives including PPAs, hedges, options, market making obligations and discretionary trading
Generation Costs Direct generation costs, inclusive of fuels and carbon
Retail PurchasesPurchases of electricity on spot market for retail customers
Transmission & Distribution CostsTotal electricity transmission and distribution costs, connection charges, electricity market levies and meter leasing. Excludes residential rooftop solar volumes
Gas
Retail SalesSales of gas to retail customers
Wholesale SalesSales of gas to wholesale customers
Gas CostPurchase of gas for sale (excludes gas used in electricity generation)
Transmission & Distribution CostsTotal gas transmission and distribution costs, gas levies and meter leasing
LPG
Retail SalesSales of LPG to retail customers
Wholesale LPG SalesSales of LPG to wholesale customers
LPG CostPurchase of LPG for sale
Kupe
Oil SalesSale of crude oil
Gas SalesSale of gas
LPG SalesSale of LPG
Retail
Brand Net Promoter ScoreBased on survey question “How likely would you be to recommend Genesis/ Frank Energy to your friends or family?” Calculated on 3 month rolling basis.
Interaction Net Promoter Score
Based on survey question “Based on your recent interaction with Genesis/Frank, how likely would you be to recommend Genesis/Frank to your family/friends?” Calculated on 3 month rolling basis.
CustomersElectricity, gas and LPG customers are defined by single customer view, regardless of number of connections (ICP’s)
SingleCustomerViewRepresentsuniquecustomerswhichmayhavemultipleICPs
ICPInstallationConnectionPoint, aconnectionpoint thatis bothoccupiedand hasnotbeen disconnected(Active-Occupied)
Gross Customer ChurnDefined as residential customers instigating a trader switch or home move
Net Customer ChurnDefined as percentage of residential customers that finalise in a period.
Resi, SME, C&IResidential,smallandmediumenterprisesandcommercial&industrialcustomers
B2BBusinesstoBusiness,includingbothSMEandC&I
Netback ($/MWh, $/GJ, $/tonne)
Customer EBITDAF by fuel type plus respective fuel purchase cost divided by total fuel sales volumes, stated in native fuel units (excluding corporate allocation costs and Technology & Digital cost centre)
37. 2 3 F e b 2 0 2 6 • H 1 F Y 2 6 R e s u l t s P r e s e n t a t i o n
Glossary
Wholesale
Generation Emissions Carbon emissions due to coal and gas electricity generation
Rankine OutputElectricity generated in the Huntly Rankine units
Rankine’s Fuelled by Coal (%)The proportion of coal used in the Rankine units
Total Coal Purchases (PJ)Coal purchases have been converted from tonnes to PJ using the shipments’ Calorific Value
Weighted Average Gas Burn Cost ($/GJ)Total cost of gas burnt divided by generation from gas fired generation, excluding emissions
Coal Used In Internal Generation (PJ)Results may be revised to reflect changes in coal kilo tonnes to PJ conversion rate and volume methodology.
Weighted Average Coal Burn Cost ($/GJ)Total cost of coal burnt divided by generation from coal fired generation, excluding emissions
Operational Coal Stockpile – closing balance (kt)The coal stockpile closing balance in tonnes at Huntly Power Station, less the Security Products Stockpile.
Security Products Stockpile – closing balance (kt)
Refers to Huntly Firming Option (HFO) and Market Security Options (MSO). Stored energy refers to virtual stockpile volumes ordered by counterparties and is expressed
in kilotonnes of coal equivalents as at period end.
Power purchase agreements (Wind / Solar)
Electricity (GWh)Energy purchased through long term agreements with generator
Average Price Received for Generation - GWAP ($/MWh)
Price received at production node
Corporate
Total Recordable Injuries12-month rolling Total Recordable Injuries including Lost Time Injuries, Restrictive Work Injuries and Medical Treatment Injuries
Employees FTENumber of full-time equivalent employees, excluding those on parental leave or a career break
Contractors FTENumber of full-time equivalent contractors, excluding statement of work contractors.
Core FTENumber of full-time equivalent employees and contractors excluding those working on time-bound digital projects.
Digital Projects FTENumber of full-time equivalent employees and contractors working on time-bound digital projects.
Total FTETotal number of full-time equivalent employees, including contractors, excluding employees on parental leave or a career break
Kupe
Oil ProductionProduction of crude oil
Oil Price realised (USD/bbl.)The underlying benchmark crude oil price that is used to set the price for crude oil sales
LPG ProductionProduction of LPG
---
Distribution Notice
Section 1: Issuer information
Name of issuer Genesis Energy Limited (GNE)
Financial product name/description Ordinary Shares
NZX ticker code GNE
ISIN (If unknown, check on NZX
website)
NZGNEE0001S7
Type of distribution
(Please mark with an X in the
relevant box/es)
Full Year Quarterly
Half Year X Special
DRP applies X
Record date 26/02/2026
Ex-Date (one business day before the
Record Date)
25/02/2026
Payment date (and allotment date for
DRP)
25/03/2026
Total monies associated with the
distribution
1
$81,000,000.00
Source of distribution (for example,
retained earnings)
Income available for distribution
Currency NZD
Section 2: Distribution amounts per financial product
Gross distribution
2
$0.10138889
Gross taxable amount
3
$0.10138889
Total cash distribution
4
$0.07300000
Excluded amount (applicable to listed
PIEs)
$0.00000000
Supplementary distribution amount $0.01288235
Section 3: Imputation credits and Resident Withholding Tax
5
Is the distribution imputed Fully imputed
Partial imputation
No imputation
1
Continuous issuers should indicate that this is based on the number of units on issue at the date of the form
2
“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of
Resident Withholding Tax (RWT).
3
“Gross taxable amount” is the gross distribution minus any excluded income.
4
“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT.
This should include any excluded amounts, where applicable to listed PIEs.
5
The imputation credits plus the RWT amount is 33% of the gross taxable amount for the purposes of this form. If the distribution is
fully imputed the imputation credits will be 28% of the gross taxable amount with remaining 5% being RWT. This does not constitute
advice as to whether or not RWT needs to be withheld.
If fully or partially imputed, please
state imputation rate as % applied
6
100%
Imputation tax credits per financial
product
$0.02838889
Resident Withholding Tax per
financial product
$0.00506944
Section 4: Distribution re-investment plan (if applicable)
DRP % discount (if any) DRP strike price will be the lower of: (i) the 5-day
volume weighted average price (
VWAP
), with no
discount, in accordance with rules set out in the Genesis
Energy Dividend Reinvestment Plan Offer Document
dated 28 August 2019 (the
DRP Rules
); and (ii) the
price for the Rights Offer component of Genesis’ NZD
400m equity raise that was announced on
23 February 2026.
Start date and end date for
determining market price for DRP
25/02/2026 03/03/2026
Date strike price to be announced (if
not available at this time)
04/03/2026
Specify source of financial products to
be issued under DRP programme
(new issue or to be bought on market)
New Issue
DRP strike price per financial product The lower of: (i) the VWAP, with no discount, in
accordance with the DRP Rules; and (ii) the price for the
Rights Offer component of Genesis’ NZD 400m equity
raise that was announced on 23 February 2026.
Last date to submit a participation
notice for this distribution in
accordance with DRP participation
terms
27 February 2026
Section 5: Authority for this announcement
Name of person
authorised to make
this announcement
David Porter
Contact person for this
announcement
David Porter
Contact phone number +64 20 4184 1186
Contact email address david.porter@genesisenergy.co.nz
Date of release through MAP
23/02/2026
6
Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.
---
Results Announcement
Results for announcement to the market
Name of issuer Genesis Energy Limited
Reporting Period 6 months to 31 December 2025
Previous Reporting Period 6 months to 31 December 2024
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$1,533,600 (12.9)%
Total Revenue $1,533,600 (12.9)%
Net profit/(loss) from
continuing operations
$95,100 35.3%
Total net profit/(loss) $95,100 35.3%
Interim/Final Dividend
Amount per Quoted Equity
Security
$ 0.07300000
Imputed amount per Quoted
Equity Security
$0.02838889
Record Date 26/02/2026
Dividend Payment Date 25/03/2026
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security (in
dollars and cents per
security)
$2.47 $2.35
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
Please refer to the 2026 Interim Report attached to this
announcement for Genesis’ unaudited interim financial
statements.
Authority for this announcement
Name of person
authorised
to make this announcement
David Porter
Contact person for this
announcement
David Porter
Contact phone number +64 20 418 41186
Contact email address david.porter@genesisenergy.co.nz
Date of release through MAP
23/02/2026
Unaudited financial statements accompany this announcement.
---
1 .
Tekapo B
Charging Up to
Accelerate Growth
Investor Presentation
23 February 2026
2
Disclaimer and important notice (1/4)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR
IN PART IN OR INTO THE UNITED STATES
This presentation has been prepared by Genesis Energy Limited (the
Company or Genesis) in relation to an offer of new shares in the Company
(New Shares) by way of a placement to eligible institutional and other
selected investors (the Placement) and a 1-for-7.9 pro rata renounceable
rights offer to eligible shareholders, followed by a shortfall bookbuild
process (the Rights Offer and, together with the Placement, the Offer).
The Offer is made to eligible shareholders and other investors in New
Zealand pursuant to the exclusion in clause 19 of Schedule 1 of the New
Zealand Financial Markets Conduct Act 2013 (the FMCA).
The Offer is made to eligible shareholders and other investors in Australia
in reliance on sections 708AA and 708A of the Corporations Act 2001 (Cth)
(Corporations Act), as modified by Australian Securities and Investments
Commission (ASIC) Corporations (Non-Traditional Rights Issues)
Instrument 2016/84 and ASIC Instrument 26-0141.
Information of a general nature
This presentation contains summary information about the Company and
its activities that is current as of the date of this presentation. The
information in this presentation is of a general nature and does not purport
to be complete nor does it contain all the information which a prospective
investor may require in evaluating a possible investment in the Company or
that would be required in a product disclosure statement for the purposes
of the FMCA or a prospectus or other disclosure document for the
purposes of the Corporations Act or the laws of any other jurisdiction. The
Company is subject to disclosure obligations that require it to notify certain
material information to NZX Limited (NZX) and ASX Limited (ASX). This
presentation should be read in conjunction with the Company’s 2026
interim report, market releases and other periodic and continuous
disclosure announcements released to NZX and ASX, which are available
at www.nzx.com and www.asx.com.au under the ticker code “GNE”. No
information set out in this presentation will form the basis of any contract.
Any decision to purchase New Shares in the Offer must be made on the
basis of all information provided in relation to the Offer, including
information contained or referred to in the separate offer document made
available on NZX and ASX (Offer Document) and the Company’s other
periodic and continuous disclosure announcements released to NZX and
ASX. Any investor or eligible shareholder who wishes to participate in the
Offer should consider the Offer Document, in addition to the Company’s
other periodic and continuous disclosure announcements released to NZX
and ASX, in deciding to apply for New Shares under the Offer. Anyone who
wishes to apply for New Shares under the Rights Offer will need to apply in
accordance with the instructions contained in the Offer Document and the
application form or as otherwise communicated to the shareholder. The
release, publication or distribution of this presentation (including an
electronic copy) outside New Zealand or Australia may be restricted by law.
Any recipient of this presentation who is outside New Zealand or Australia
must seek advice on and observe any such restrictions. Refer to Appendix
B “Foreign jurisdictions” of this presentation for information on restrictions
on eligibility criteria to participate in the Placement and the Rights Offer.
No United States offering
This presentation is not for release, publication or distribution, directly or
indirectly, in or into the United States. This presentation does not constitute
an offer to sell, or the solicitation of an offer to buy, any securities in the
United States or any other jurisdiction in which such an offer would be
unlawful. The New Shares have not been, and will not be, registered under
the U.S. Securities Act of 1933, as amended (U.S. Securities Act), or the
securities laws of any state or other jurisdiction of the United States.
Accordingly, the New Shares may not be offered or sold, directly or
indirectly, in the United States or to any person acting for the account or
benefit of any person in the United States, except in transactions exempt
from, or not subject to, the registration requirements under the U.S.
Securities Act and any other applicable securities laws of any state or other
jurisdiction of the United States. The New Shares to be offered and sold in
the Rights Offer may only be offered and sold outside the United States in
“offshore transactions” (as defined in Rule 902(h) under the U.S. Securities
Act) in reliance on Regulation S under the U.S. Securities Act. No public
offering of securities is being made in the United States.
NZX and ASX
The Company has been designated as a “Non-Standard” (NS) issuer by
NZX and as a New Zealand exempt foreign listing by ASX. The New
Shares will be quoted on the NZX Main Board and ASX following
completion of the Offer. Neither NZX nor ASX accepts any responsibility for
any statement in this presentation. NZX is a licensed market operator, and
the NZX Main Board is a licensed market under the FMCA.
Not financial product advice
This presentation does not constitute legal, financial, tax, accounting,
financial product or investment advice or a recommendation to acquire the
Company’s securities (including the New Shares), and has been prepared
without taking into account the objectives, financial situation or needs of
individuals. Before making an investment decision, prospective investors
should consider the appropriateness of the information having regard to
their own objectives, financial situation and needs and consult a financial
advice provider, solicitor, accountant or other professional adviser if
necessary.
Investment risk
An investment in securities in the Company is subject to investment and
other known and unknown risks, many of which are difficult to predict and
are beyond the control of the Company. Refer to Appendix A “Key risks” for
a non-exhaustive summary of certain key risks associated with the
Company and the Offer. Neither the Company nor any other person named
in this presentation guarantees the performance of the Company or any
return on any securities of the Company.
Not an offer
This presentation is not a prospectus or product disclosure statement or
other offering document under New Zealand or Australian law or any other
law (and will not be filed with or approved by any regulatory authority in
New Zealand, Australia or any other jurisdiction). This presentation is for
information purposes only and is not an invitation or offer of securities for
subscription, purchase or sale in any jurisdiction.
3
Disclaimer and important notice (2/4)
The information in this presentation has been prepared on the basis that all
offers of New Shares in Australia under the Offer will be made to Australian
resident investors to whom an offer of shares for issue may lawfully be
made without disclosure under Part 6D.2 of the Corporations Act because
of sections 708A or 708AA of that Corporations Act as modified by ASIC
Corporations (Non-Traditional Rights Issues) Instrument 2016/84 and ASIC
Instrument 26-0141.
Disclaimer
To the maximum extent permitted by law, each of the Company, the lead
manager and underwriter of the Offer (together, the Arranger) and their
respective related bodies corporate and affiliates including, in each case,
their respective shareholders, directors, officers, employees, agents and
advisers, as the case may be (each, a Specified Person) disclaims and
excludes all liability (whether in tort (including negligence) or otherwise) for
any direct or indirect loss, expense, damage, cost or other consequence
(whether foreseeable or not) suffered by any person as a result of their
participation in the Offer or from the use of or reliance on the information
contained in, or omitted from, this presentation, from refraining from acting
because of anything contained in or omitted from this presentation or
otherwise arising in connection therewith (including for negligence, default,
misrepresentation or by omission and whether arising under statute, in
contract or equity or from any other cause). To the maximum extent
permitted by law, no Specified Person makes any representation or
warranty, either express or implied, as to the currency, fairness, accuracy,
completeness or reliability of the information and conclusions contained in
this presentation, and you agree that you will not bring any proceedings
against or hold or purport to hold any Specified Person liable in any respect
for this presentation or the information in this presentation and waive any
rights you may otherwise have in this respect.
None of the Arranger nor its respective affiliates, related bodies corporate,
directors, officers, partners, employees, agents or advisers (Advisers)
have independently verified or will verify any of the content of this
presentation and none of them are under any obligation to you if they
become aware of any change to or inaccuracy in the information in this
presentation.
Past performance
Past performance information provided in this presentation is given for
illustrative purposes only and should not be relied upon as (and is not) a
promise, representation, warranty, guarantee or indication as to the past,
present or future performance of the Company.
Forward-looking statements
This presentation contains certain forward-looking statements with respect
to the financial condition, results of operations and business of the
Company, including the Company’s FY26 guidance, generation profile,
development pipeline and outlook for FY28 and FY32 and statements in
respect of the Company’s outstanding debt. Forward-looking statements
can generally be identified by use of words such as “approximate”,
“project”, “foresee”, “plan”, “target”, “seek”, “expect”, “aim”, “intend”,
“anticipate”, “believe”, “estimate”, “may”, “should”, “will”, “objective”,
“assume”, “guidance”, “outlook” or similar expressions.
This also includes statements regarding the timetable, conduct and
outcome of the Offer and the use of proceeds thereof, statements about
the plans, targets, objectives and strategies of the Company, statements
about the industry and the markets in which the Company operates and
statements about the future performance of, and outlook for, the
Company’s business. Any indications of, or guidance or outlook on, future
earnings or financial position or performance and future distributions are
also forward-looking statements. All such forward-looking statements are
not guarantees or predictions of future performance and involve known and
unknown risks, significant uncertainties, assumptions, contingencies, and
other factors, many of which are outside the control of the Company, are
difficult to predict, and which may cause the actual results or performance
of the Company to be materially different from any future results or
performance expressed or implied by such forward-looking statements.
Such forward-looking statements speak only as of the date of this
presentation. Except as required by law or regulation (including the NZX
Listing Rules and the ASX Listing Rules), the Company undertakes no
obligation to update these forward-looking statements for events or
circumstances that occur subsequent to the date of this presentation or to
update or keep current any of the information contained herein.
No Adviser has authorised, permitted or caused the issue, submission,
dispatch or provision of this presentation and none of them makes or
purports to make any statement in this presentation and there is no
statement in this presentation which is based on any statement by any of
them. No Adviser takes responsibility for any part of this presentation, or
the Offer, and makes no recommendations as to whether you or your
related parties should participate in the Offer, nor do they make any
representations or warranties to you concerning the Offer. You represent,
warrant and agree that you have not relied on any statements made by any
Adviser in relation to the Offer and you further expressly disclaim that you
are in a fiduciary relationship with any of them, and agree that you are
responsible for making your own independent judgement in relation to any
matter arising in connection with this presentation. No Adviser accepts or
shall have any liability to any person in relation to the distribution of this
presentation from or in any jurisdiction.
Determination of eligibility of investors for the purposes of the Rights Offer
is, in each case, determined by reference to a number of matters, including
legal and regulatory requirements, logistical and registry constraints and
the discretion of the Arranger and the Company. The Company, the
Arranger and each other Specified Person disclaim any duty or liability
(including for negligence) in respect of the exercise of that determination
and the exercise or otherwise of that discretion, to the maximum extent
permitted by law.
If you do not reside in a permitted offer jurisdiction, you will not be able to
participate in the Offer. The Company, the Arranger and each other
Specified Person disclaim any duty or liability (including for negligence) in
respect of the determination of your allocation.
This presentation contains data sourced from and the views of independent
third parties. In such data being replicated in this presentation, no Specified
Person makes any representation, whether express or implied, as to the
accuracy of such data. The replication of any views in this presentation
should not be treated as an indication that the Company or any other
Specified Person agrees with or concurs with such views.
4
Disclaimer and important notice (3/4)
Any estimates or projections as to events that may occur in the future
(including, but not limited to, projections of demand, growth, generation,
storage, flexibility, hedge volumes, pricing, market share, seasonality,
development pipeline, portfolio benefits, synergies, EBITDAF, free cash
flow, revenue, profit, underlying profit, dividends, margin, expenses,
earnings, CAPEX, assets, liabilities and performance) are based upon the
best judgement of the Company from the information available as of the
date of this presentation. A number of factors could cause actual results or
performance to vary materially from the projections, including the key risks
set out in this presentation.
Investors should consider the forward-looking statements in this
presentation in light of those risks and disclosures.
In particular, investors should be aware that the statements in pages 6, 7,
12, 15–19, 21, 22, 25 and 30, and other statements and information
regarding outlook, growth or strategy (collectively, the “outlook information”)
are forward-looking statements. The outlook information has been prepared
by Genesis based on an assessment of current economic and operating
conditions and various assumptions regarding future factors, events and
actions, including a P50 hydrology basis and assumptions relating to the
competitive environment and general macro-economic drivers. The outlook
information assumes the success of the Company’s business strategies,
the success of which may not be realised within the period for which the
outlook information has been prepared, or at all. The outlook information is
subject to a number of risks, including the risks set out in this presentation.
Investors should be aware that the timing of actual events, and the
magnitude of their impact, might differ from that assumed in preparing the
outlook information, which may have a material negative effect on the
Company’s actual financial performance, financial position and cash flows.
In addition, the assumptions upon which the outlook information is based
are subject to significant uncertainties and contingencies, many of which
are outside the Company’s control, are not reliably predictable, and it is not
reasonably possible to itemise each item. Accordingly, neither the
Company nor any other person can give investors assurance that the
outcomes discussed in the outlook information will be achieved.
The financial information in this presentation is given for illustrative
purposes only and should not be relied upon as (and is not) an indication of
the Company’s views on its future financial performance or condition.
Investors should note that past performance of the Company, including the
historical trading price of the shares, cannot be relied upon as an indicator
of (and provides no guidance as to) future performance of the Company,
including the future trading price of shares.
Certain figures, amounts, percentages, estimates, calculations of value and
fractions provided in this presentation are subject to the effect of rounding.
Accordingly, the actual calculation of these figures may differ from the
figures set out in this presentation.
Non-GAAP financial information
This presentation includes certain financial measures that are “non-GAAP
(generally accepted accounting practice) financial information” under
Guidance Note 2017: ‘Disclosing non-GAAP financial information’
published by the New Zealand Financial Markets Authority, “non-IFRS
financial information” under ASIC Regulatory Guide 230: ‘Disclosing non-
IFRS financial information’ and “non-GAAP financial measures” within the
meaning of Regulation G under the U.S. Exchange Act of 1934, as
amended (U.S. Exchange Act). Disclosure of such non-GAAP financial
measures in the manner included in this presentation would not be
permissible in a registration statement under the U.S. Exchange Act. Such
financial information and financial measures (including EBITDAF, operating
free cash flow and ‘normalised’ balances) have not been subject to audit or
review, and do not have standardised meanings prescribed under NZ
IFRS, Australian Accounting Standards (AAS) or IFRS and therefore, may
not be comparable to similarly titled measures presented by other entities,
and should not be construed as an alternative to other financial measures
determined in accordance with NZ IFRS, AAS or IFRS. Investors are
cautioned not to place undue reliance on any such non-GAAP financial
measures included in this presentation.
Investors are strongly cautioned not to place undue reliance on any
forward-looking statements, such as indications of, and guidance on,
outlook, future earnings and financial position and performance.
General
For the purposes of this Disclaimer and Important Notice, “presentation”
means these pages, any oral presentation of these pages by the Company,
any question-and-answer session that follows that oral presentation, hard
copies of this presentation and any materials distributed at, or in
connection with, that presentation.
The information and opinions contained in this presentation are provided as
at the date of this presentation and are subject to change without notice.
The Company reserves the right to withdraw, or vary the timetable for the
Offer, without notice.
Financial information
When used in this presentation, references to the “Company” are
references to Genesis Energy Limited. References to “Genesis” or the
“Group” are to Genesis Energy Limited, together with its subsidiaries and
its interests in associates and joint ventures. All references to financial year
FY26 in this presentation are to the financial year ending 30 June 2026,
and all references to half year H1 FY26 are to the half year ended 31
December 2025.
All dollar values are in New Zealand dollars ($ or NZD) unless otherwise
stated.
The Company’s consolidated interim financial statements have been
prepared in accordance with Generally Accepted Accounting Principles in
New Zealand (NZ GAAP) and comply with the New Zealand equivalents to
International Accounting Standards (NZ IFRS) and other applicable
financial reporting standards, as appropriate for profit-oriented entities.
5
Disclaimer and important notice (4/4)
Pro-forma financial information
The pro-forma financial information provided in this presentation is for
illustrative purposes only and is not represented as being indicative of the
Company’s actual or future financial position and/or performance. The pro-
forma balance sheet on page 29 has been prepared in accordance with the
stated basis of preparation, being the recognition and measurement
principles contained in NZ IFRS (other than that it includes adjustments
which have been prepared in a manner consistent with NZ IFRS, that
reflect the impact of certain transactions as if they occurred as at 31
December 2025). In addition, the pro-forma financial information in this
presentation does not purport to be in compliance with Article 11 of
Regulation S-X under the U.S. Securities Act and was not prepared with a
view towards compliance with the rules and regulations or guidelines of the
U.S. Securities and Exchange Commission or the American Institute of
Certified Public Accountants for the preparation and presentation of pro-
forma financial information. Pro-forma financial information has not been
subject to audit or review.
Acceptance
By attending or reading this presentation, you agree to be bound by the
foregoing limitations and restrictions and, in particular, will be deemed to
have represented, warranted, undertaken and agreed that: (i) you have
read and agree to comply with the contents of this Disclaimer and
Important Notice; (ii) you are permitted under applicable laws and
regulations to receive the information contained in this presentation; (iii)
you will base any investment decision solely on information released by the
Company via NZX and ASX (including the Offer Document); and (iv) this
presentation may not be reproduced in any form or further distributed to
any other person, passed on, directly or indirectly, to any other person or
published, in whole or in part, for any purpose.
Huntly Power Station
6
FY32 growth plan and outlook
Plan leverages Genesis’ key strengths to execute on development pipeline and drive significant growth
Notes: (1) Returns to Genesis include portfolio benefits and represent unlevered returns, over the life of the project; (2) Including Huntly BESS 1; (3) FY25 actual ; (4) See page 21 - 22 for further detail on development pipeline; (5) Excludes
early stage wind prospects and includes 300 MW of additional BESS options; (6) See page 30 for further detail on FY32 Outlook
3
2
4
5
1
High quality development pipeline totalling ~2.5 GW
•Targeting returns to Genesis of 10% – 13%
1
•Opportunities to invest in and repurpose Huntly Power Station
Market leading flexible generation of 1,270 MW
2
growing to 1,370 MW
•Enables Genesis to cost effectively firm new renewables and capture further value through
monetising flexibility in a sector with increasing intermittent renewables
Large established customer book
•~500,000 customers and ~23% share of residential electricity market
•Enables Genesis to build with confidence into existing customer demand of 6.3 TWh p.a.
3
Growth investment programme to FY32 of ~$2 billion
•Lowering cost of generation through new renewables
•Bringing new firming products to market
Projected to drive uplift to FY32 EBITDAF Outlook of $650m – $750m
•Growth plan expected to drive significant growth in EBITDAF and operating free cash flows
•Transition to increasing renewable sources (~85% of retail demand by FY32)
-
200
400
600
800
FY25 Actual FY26 Guidance FY28 Target FY32 Outlook
Normalised EBITDAF
6
695
1,300
500
SolarWindBESS
Development pipeline (MW)
4,5
$490m
to
$520m
Upper
$500m
$650m
to
$750m
$470m
Generation
cost
($/MWh)
82~75~70~60
7
Overview of the equity raise and rationale
New equity will help accelerate Genesis’ growth opportunities and its ability to support New Zealand’s energy security
New equity to
accelerate Gen35
strategy
•Genesis’ Gen35 strategy is designed to position the business for growth by increasing the amount of renewable generation while also unlocking additional dispatchable
firming capacity. This is valuable for both Genesis and the security of the New Zealand energy market as a whole
•Having successfully delivered on Horizon 1 of Gen35, Genesis is now in Horizon 2, the Accelerated Transition phase of its three-stage Gen35 strategy. New equity
provides capacity for Genesis to accelerate its growth opportunities during Horizon 2 (out to FY28) and increase optionality for Horizon 3 (FY29 – FY35)
Equity raise and use
of proceeds
•Genesis is launching this equity raise to help accelerate the development of its growth opportunities and underpin delivery of the Gen35 strategy whilst remaining
committed to its investment grade credit rating and current dividend policy as part of its broader capital management framework
•The proceeds of the equity raise will provide financial flexibility to accelerate Genesis’ growth opportunities across renewable generation and dispatchable firming capacity
•The equity raise totals $400 million (“Offer”) and comprises:
ꟷ$100 million placement (“Placement”)
ꟷ$300 million 1 for 7.9 pro rata renounceable rights offer (“Rights Offer”)
•The Placement and Rights Offer are both underwritten (other than Crown Participation – see below)
Crown Participation
•The Crown has committed to subscribe for such number of New Shares so that it has a 51.00% shareholding following completion of the Offer (“Crown Participation”)
1
•Crown support of the Offer reflects its assessment of the benefits of accelerating Genesis’ growth opportunities that directly advance the Government's goals for secure
and affordable energy, consistent with the Crown’s letter to Genesis on 30 September 2025
Trading update and
outlook
•Genesis announced its interim FY26 results to the market today and reiterated its FY26 full year normalised EBITDAF guidance of $490m - $520m
•Genesis has also today updated its FY28 EBITDAF target to upper $500m and published its FY32 EBITDAF Outlook of $650m – $750m
Notes: (1) Based on the equity raise terms per page 33, the Crown Participation will equate to $198 million out of the $400 million total equity raise size to result in a 51.00% shareholding following completion of the Offer (noting the Crown’s
current shareholding in Genesis is 51.23%)
8
Outline
Section
Pages
Section
Pages
1.Genesis and its strategy
•Genesis at a glance
•Gen35 investor value proposition
•Gen35 strategy
•Government energy package response
9 – 13
4.Capital management and outlook
•Strong capital management
•Pro-forma balance sheet and key metrics
•FY32 EBITDAF Outlook $650m - $750m
27 – 30
2.Market outlook and opportunity for Genesis
•Electricity is a growth market
•Renewables growth and need for dispatchable capacity
•Genesis’ portfolio growth and evolution
•Unlocking flexibility enhances value capture
•Flexibility drives long-term value creation
14 – 19
5.Offer details
•Equity raise overview
•Equity raise terms
•Equity raise timetable
31 – 34
3.Genesis’ development strategy and pipeline
•Genesis’ development strategy
•Genesis’ development pipeline
•Solar and BESS opportunities and progress to date
•Wind development opportunities
•Investing in and repurposing Huntly Power Station
•Thermal generation price points
20 – 26
6.Appendices
•Appendix A: Key risks
•Appendix B: Foreign jurisdictions
35 – 48
9
9 .
Genesis and its strategy
Lauriston Solar Farm
10
Genesis is an energy generator and retailer supplying electricity, natural gas and LPG
to ~496,000 customers
•Genesis plays a critical role in New Zealand's energy market security by acting as the primary,
flexible "back-up" provider for the national grid, particularly during periods of low renewable
generation (dry winters or low solar/wind generation)
•The goal of Genesis’ Gen35 strategy is to build and contract substantial new renewable generation
and develop the Huntly portfolio to provide 1,370 MW of flexible generation capacity to firm solar,
wind and hydro generation
•Gas contracted from the Kupe gas field provides electricity security which helps to underpin the
growth ofsolar and wind generation
•Our ambition is to lower the total cost of energy for our customers by partnering with them to
empower their energy transition, and support New Zealand’s transition a low emissions economy
and its commitment to net zero 2050
Genesis at a glance
We are supporting New Zealand's energy market security and helping transition New Zealand to a low carbon future
~496,000
1
6,207GWh
2
6.6 PJ
2
33%
1
23%
1
CustomersElectricity
generated
Gas from
Kupe
Retail gas
market share
Residential electricity
market share
Notes: (1) Market share and customers as at 31 Dec 2025; (2) FY25 actual
PeakCapacity/MW
TauharageothermalPPA
Kupe
46
%Share
Huntly
1,170
PeakCapacity/MW
Tongariro
362
PeakCapacity/MW
Waikaremoana
138
PeakCapacity/MW
Tekapo
190
Lauriston
63
PeakCapacity/MW
WaipipiwindPPA
Thermal
Hydro
Gas
PPA linked to electricity generation from this site
Solar in joint venture arrangement
Key
11
Lauriston Solar Farm – Canterbury Plains
Notes: XX
Gen35 Investor Value Proposition
Delivering for Shareholders
Growing the Business
Energy that never stops! We’re delivering margin quality, cost discipline and strong capital management
across an integrated portfolio with a large customer book, growing renewables and market leading flexibility
Growing
Shareholder
Returns
Customer
Renewables
Flexibility
Empowering the
customer led transition
Displace thermal + growth
8,300 GWh
Net Zero 2040
Margin quality
Strong capital
management
Cost discipline
Portfolio Flexibility
1,370 MW at Huntly
in 2035
12
Gen35 strategy
Global energy transition: more electrons, more energy storage and data driven systems
COUNTRY
SECTOR
NET ZERO 2050
60%95%100%
ELECTRIFICATIONRENEWABLESRELIABILITY
SECTOR
COMPANY
100%
RELIABILITY
95%
RENEWABLES
60%
ELECTRIFICATION
CUSTOMER
Empowering the
customer-led
transition
RENEWABLES
Displacethermal+
growth8,300GWh
by 2035
Netzero2040
FLEXIBILITY
Huntly portfolio
1,370 MW by 2035
13
Government energy package response
Genesis is well-positioned to respond to the Government energy package through its strategic investments in Huntly
Power Station’s capacity and a potential gas storage opportunity
✓Long duration: Investment to
extend the life of Huntly Power
Station & reviewing potential options
to build a new peaking plant (Unit 7)
✓Short duration: Huntly BESS 1
construction underway, plans for
BESS 2
✓New equity will allow Genesis to
further enhance dispatchable firming
capacity
Dispatchable firming capacity
✓Genesis’ thermal assets are all
capable of running on LNG, which
would benefit from LNG imports in
the long-term
✓Exploring production of biomass as
an alternative fuel source enhances
fuel security and flexibility
✓Genesis has secured exclusive rights
to negotiate up to 10 PJ of gas
storage at Tariki, providing potential
medium term benefits
Fuel securityFirming products
✓Increased availability of risk
management products will improve
access to firming capacity for
independent retailers, generators,
financial intermediaries and industrial
end users
✓New equity will support Genesis’
ability to offer more longer dated
firming products to the market
Renewables
✓Executing near-term solar pipeline to
free up Huntly Power Station’s
capacity for reserve operations over
time
✓Actively exploring for onshore wind
opportunities
✓Exploring potential opportunities to
enhance existing hydro schemes
✓New equity supports renewable
opportunities to be accelerated
Market security and more affordable electricity for New Zealand
14
14 .
Market outlook and
opportunity for Genesis
BESS Stage 1
Huntly Power Station
15
Electricity is a growth market
Genesis’ view of demand is driven by underlying organic growth and increasing electrification in mass market and
transport sectors
Residential
Residential
Residential
Commercial
Commercial
Commercial
Industrial
Industrial
Industrial
Transport
Transport
Transport
40
43
50
202520282035
New Zealand forecast electricity TAM
1
(TWh)
Genesis’
opportunity
•Total electricity demand in New
Zealand is projected to rise by
~25% from 2025 to 2035
•Growth is forecast to be driven
by:
−EV
3
uptake
−Data centre growth
−Commercial & industrial
electrification
•Genesis considers that it is
well placed to capitalise on
significant opportunities to
build new renewable
generation to address
increasing demand
Sources: EDGS 2024 Scenarios. Genesis internal analysis
Notes: (1) Total Addressable Market, measured using Grid Exit Point (GXP) demand data; (2) Compound Annual Growth Rate; (3) Electric Vehicle
+0.4%
+3.1%
+2.0%
+18.9%
CAGR
2
16
-
20%
40%
60%
80%
100%
1990200020102020203020402050
HydroThermalGeothermalSolarWindOther renewables
Renewables growth and need for dispatchable capacity
As renewables grow within New Zealand’s energy mix, increased dispatchable capacity will help meet peak demand
and maintain grid stability
Share of generation by technology
1
(%)
Forecast
Sources: NZ Ministry of Business, Innovation & Employment
Notes: (1) Chart is based on P50 hydrology therefore the actual energy mix will vary based on hydro levels available at any given time
Genesis’ opportunity
•New Zealand’s energy mix has a high portion of
renewable generation, with ~1 GW of intermittent capacity
(solar and wind) already requiring firming
•As renewables continue to displace thermal baseload
energy, system variability is expected to rise due to
increased intermittent renewables
•Thermal fuel sources play a critical role in ensuring system
variability during dry periods (particularly during New
Zealand’s winter months when demand is highest)
•Increased dispatchable firming capacity has been
identified as an option to ensure grid stability and
accommodate the varying energy load – whether through
new investment and/or repurposing assets from baseload
operations into the firming and capacity market
•Genesis considers that it is uniquely placed to provide
both short duration dispatchable capacity (e.g. BESS) but
also long-duration alternatives which are still required for
dry periods (e.g. investing in and repurposing Huntly
Power Station)
17
Hydro
Hydro
Hydro
Renewable
Renewable
Renewable
Huntly
3
Huntly Baseload
FlexGen – GNE
FlexGen – GNE
FlexGen - HFOs
4
FlexGen - HFOs
4
6.8 TWh
7.3 TWh
8.8 TWh
-
2
4
6
8
10
12
FY25AFY28EFY35E
HydroRenewableHuntly BaseloadFlexGen - GNEFlexGen - HFOsGenesis Demand
Genesis’ portfolio growth and evolution
Driving renewable growth through investment and partnerships, and investing in and repurposing Huntly Power
Station to bring significant additional flexible capacity to the market
Notes: (1) P50 generation composition; (2) Compound Annual Growth Rate; (3) Does not include firming options; (4) FlexGen HFOs (Huntly Firming Options) are based only on current capacity sold
Rankines reach practical end of life around
2035. 400 MWh BESS, around 50 – 400 MW
of diesel / gas / LNG gas turbines across units
5, 6, 7, subject to demand, fuel and capital
Three intended
delivery models:
1.Direct
investment
2.Partnership or
JVs
3.Indirect
partnership
(PPAs)
Genesis plans to grow at a CAGR
2
of ~2%
between FY25 – FY28, enabled by its strong
generation pipeline
>90% renewables
Forecast portfolio growth and generation composition
1
(TWh)
18
Generation
volume
GWAP
1
Portfolio
margin
➔
➔➔➔
Unlocking flexibility enhances value capture
GWAP
/
TWAP
1
%
Rankines
Geothermal
U5
Wind
Hydrogainsflexibility
asintermittent
renewablesreplace
baseloadgeneration
Hydro
Huntlyassetstransitionto
firmingonly,capturinghigher
spotpricesonlowervolumes,
directional only
ActualsForecast
Participation rate above 100% indicates
higher than average price capture
Notes:(1)GWAPreferstoGenerationWeightedAveragePrice.TWAPreferstoTimeWeightedAveragePrice
Strategicinvestmentstoreplacebaseloadgeneration,driving improved GWAP/TWAP into our portfolio
Solar
Genesis assets’ price participation (%) Impact of renewables on portfolio
Higher price capture from firming assets offsets the impact of lower
price capture from intermittent renewables
Based on gas storage
60%
100%
140%
180%
220%
20152017201920212023202520272029203120332035
19
50 70 90 110 130 150 170
Wind
Solar
LCOE RangeMin. FirmingMax. Firming
Firming range ~$10 - $28
Flexibility drives long-term value creation
Source: Solar: Based on Genesis delivery experience; Wind: Based on market consensus LCOE; Firming: Based on Genesis’ firming market experience
Monetising a renewables-led system, leveraging firming value pools and a disciplined LCOE position
Indicative Levelised Cost of Energy (LCOE) ($ / MWh)
Firming range ~$20 - $50
Illustrative valuation of firming
Net FlexGen MWFirming value ($ / MW)
Net annual firming
revenue ($)
-
300
600
900
1,200
1,500
2026202720282029203020312032203320342035
Minutes / HoursDays / WeeksMonths / YearsYear-to-year
Market value of flexibility reward pool ($m p.a.)
Asset value = NPV over
life of the asset
20
20 .
Genesis’ development
strategy and pipeline
Lauriston Solar Farm
21
Genesis’ development strategy
Genesis has significantly grown its development pipeline across renewables and BESS and is transitioning Huntly
Power Station into a flexible portfolio of dispatchable generation assets and stored fuels
-
250
500
750
1,000
1,250
1,500
SolarWindBESS
Nov-23Dec-25
+295 MW+400 MW+1,000 MW
The vision for Huntly Power Station is to surround it with intermittent
renewables to maximise its location and grid connection and to lift its fuel and
generation flexibility to create an integrated energy generation site
•Huntly life extension and repurposing
•Genesis is investing to extend the life of existing Rankine units to FY35
•The investment in additional renewable capacity is intended to enable Genesis to
repurpose Huntly Power Station from baseload to offering increased flexible
capacity to the market
•Other potential firming opportunities
•Genesis is also exploring options for other opportunities that would further
support firming requirements including potential gas storage and a potential
additional peaker at the Huntly site, called Unit 7
1
2
Genesis has over $2b of growth development opportunities and is positioning itself as the backstop to flexible generation and security in NZ
Target
returns to
Genesis
2
10.0 –13.0%10.0 –13.0%10.0%+
Target
project
returns
1
8.0 – 10.0%8.0 – 10.0%10.0%+
Notes: (1) Represents unlevered project IRR over the life of the project; (2) Returns to Genesis include portfolio benefits and represent unlevered returns, over the life of the project; (3) Excludes early-stage wind prospects; (4)
Includes 300 MW of additional BESS options
4
Attractive returns available from development pipeline (MW)Further investment in Huntly and other potential firming opportunities
3
22
ProjectCapacity / DurationStatusTotal Project Capex
1
Commentary
Operational63 MW
P
$104m
Lauriston solar farm63 MW
P
Operating$104m
2
Operational
Committed growth capex236 MW $371m
Huntly BESS stage 1100 MW / 200 MWhUnder construction$135m
On track / better than
budget
Edgecumbe solar farm
3
136 MW
P
FID delivered
$236mOn track / on budget
Progressed growth opportunities438 MW
$670 – 730m
Huntly BESS stage 2100 MW / 200 MWhConsented
4
$100 –120m
On track – FID expected
Q4 FY26
Leeston solar farm
3
67 MW
P
Consented
5
$100 – 120m
On track – FID expected
Q4 FY26
Rangiriri solar farm
3
271 MW
P
Consented
6
$470 – 490m
On track – FID expected
H2 FY27
Discretionary growth opportunities – firming
7
50 – 100 MW$250 – 400m
Gas storageN/AUnder active reviewDiscussions ongoing
BiomassN/AUnder active reviewDiscussions ongoing
Huntly unit 7 peaker~50 – 100 MWUnder reviewNo further update
Discretionary growth opportunities –
renewables
720 MW+$1.1 – 1.2bn
Foxton solar farm
3
220 MW
P
Fast-track consenting
On track
Castle Hill wind farm300 MWConsentedNo further update
Early-stage wind prospects~200 MWEarly-stage prospectingNo further update
Early-stage hydro enhancementN/AEarly-stage prospectingNo further update
Joint Equity / PPAs~1,000 MW
Yinson wind partnership~1,000 MWEarly-stage equity optionsNo further update
Genesis’ development pipeline
Genesis has developed a strong pipeline of attractive growth opportunities across renewables and dispatchable
firming capacity which can be accelerated with additional capital
Notes: (1) Capex estimate now extended to FY32 (2) Project financed with ~$13m equity funding by Genesis; (3) Genesis is targeting 500 MW of solar opportunities; (4) All primary resource consents are in place with final noise
mitigations and ancillary building consents to be secured before construction starts; (5) Core solar farm consents in place; consents for substation extension to be acquired; (6) Stages 1 & 2 (collectively 228 MWp) are consented.
Consents are still to be acquired for Stage 3 (43 MWp); (7) Excludes 300 MW of additional BESS options
Benefits to Genesis
and to New Zealand
•Accelerating capital projects
is valuable to both Genesis
and the security of the New
Zealand energy market
•Accelerating renewables
investment enables a more
rapid displacement of Huntly
Power Station’s baseload
requirements and brings
significant additional flexible
capacity to market
•Projects (as highlighted) that
directly support increased
flexible capacity, and meet
Genesis’ capital allocation
framework, are expected to
enhance energy security
Projects that directly address New Zealand’s need for additional firming capacity
23
Solar and BESS opportunities and progress to date
Solar and BESS opportunities are complementary and being actively progressed
Capacity: 136 MW
P
FID: Delivered
Estimated COD
1
: Early FY28
Capex: $236m
Lauriston solar farm
1
Edgecumbe solar farm
2
Huntly BESS Stage 1
2
3
Capacity: 100 MW / 200 MWh
Estimated FID: Late FY26
Estimated COD
1
: FY28
Capex: $100 –120m
Capacity: 63MW
P
FID: Delivered
COD: Delivered
Capex: $104m
Huntly BESS Stage 2
2
4
✓Stage 1 under construction and Stage 2 in development with a significant cost
advantage
✓Lowest cost BESS in the NZ market
✓Future-proofed capacity
✓Thermal optimisation and enhanced portfolio value
✓Wholesale market arbitrage
✓Track record established with successful construction of Lauriston Solar Farm
✓Progressing further solar opportunities with a focus on strategic North Island
locations e.g. Edgecumbe where construction is due to start in mid 2026
✓Solar pipeline recently expanded through the acquisition of Rangiriri site.
Rangiriri is a premium site, complemented by its strategic North Island location
near the Huntly node
✓Solar complements and accelerates Huntly BESS Stage 1 and 2
Capacity: 100 MW / 200 MWh
FID: Delivered
Estimated COD
1
: Early FY27
Capex: $135m
Notes: (1) Commercial Operations Date; (2) Illustrations shown are conceptual only
SolarBESS
24
Wind development opportunities
Genesis’ wind development pipeline presents a sizeable renewable generation growth opportunity
Castle Hill Meteorological Mast
ProjectCapacityDevelopment status
Discretionary growth opportunities: ~500 MW
Castle Hill
wind farm
300 MW
•Core windfarm consented
•Core windfarm land secured
•Grid connection options underway
Early-stage
wind
prospects
~200 MW•Early stage prospecting
PPAs
1
:
~172 MW
Kaiwaikawe
wind farm
Up to 77 MW•Under construction
Mount Cass95 MW
2
•First opportunity with Yinson (pre-
construction)
Joint equity / PPA: ~1,000 MW
Yinson wind
partnership
~1,000 MW•Early-stage equity options
Castle Hill wind farm
✓World class wind resource with 10 years of supporting data; average capacity
factor above 50%
✓Working with Transpower on connection arrangement
✓Progressing route to commercialisation
Yinson wind partnership
✓Yinson framework agreement executed providing Genesis with exclusive
rights to equity and/or offtake participation
Notes: (1) Power Purchasing Agreement; (2) Genesis will purchase 70% of the electricity generated
25
Investing in and repurposing Huntly Power Station
Additional flexible generation and strategic baseload replacement helps offer incremental firming products for the
market, supporting future energy security and affordability
Existing vs. future Huntly energy capacity position
1
(MW)
Current PositionFuture Position
Customer
baseload
•Huntly Power Station is required
for a large portion of Genesis’
customer baseload
•Renewables to replace majority of
Huntly Power Station’s capacity
from Genesis customer baseload
Market
security
•Only a small portion of Huntly
Power Station’s capacity is
currently available for market
security
•Repurposing Huntly Power Station
to flexible generation is expected to
provide increased market security
by unlocking additional firming
products
Fuel
flexibility /
security
•Natural gas supply is constrained,
increasing generation costs and
translating into higher energy
prices
•Potential gas storage would be
expected to increase the value of
existing Huntly Power Station units
(e.g. Unit 5)
•Potential biomass investment aims
to increase fuel flexibility and
reduce dependency on gas and
coal
Notes: HFO refers to Huntly Firming Option. (1) This chart illustrates generation capacity at a point in time and does not illustrate generation volumes over time as illustrated in previous charts; (2) Huntly BESS stage 2
and Huntly Unit 7 amongst other dispatchable generation investment options
GNE
GNE
Rankines (HFO)
Rankines (HFO)
-
200MW
400MW
600MW
800MW
1,000MW
1,200MW
1,400MW
Current AllocationFuture Allocation
Future Market
Security
Future Market
Security /
HFO Capacity
26
Thermal generation price points
Gas and coal generation costs
2
through Unit 5 and Rankine Units
Unit 5 gas price($ / GJ)
1
Notes: (1) Gas price excludes carbon; carbon for impact assessment based on today’s prices (2) Generation costs: direct generation costs inclusive of fuels and carbon
Gas price <$10/GJ
•A gas price of less than $10/GJ through Unit
5 results in a lower generation cost than
solar and wind LCOE
Gas price $10–18/GJ
•At this price range, Unit 5 can generate at a
lower cost using gas than coal generation
Gas price above >$18/GJ
•At a gas price higher than $18/GJ, coal has
a lower generation cost than gas through
Unit 5
2
3
1
<$10/GJ
$10-$18/GJ>$18/GJ
1
23
Thermal shifts to flexible generation funded through energy revenue and HFOs (capacity products)
27
27 .
and outlook
Huntly Power Station
Capital management
28
Strong capital management
A resilient framework detailed at Investor Day 2025 with capital allocation prioritisation specifically targeting Gen35
Horizon 2 objectives to help an accelerated transition
Capital allocationFunding toolkitOperating cash flows
The objective of Genesis’ capital framework is to maximise risk-
adjusted returns while maintaining our BBB+ rating
#Reflects Genesis prioritisation of capital allocation during Gen35 Horizon 2 – from Getting Future Fit to an Accelerated Transition
Cost
discipline
Margin
quality
Pipeline
projects
4
Inorganic
investments
5
Capital returns
6
Balance sheet
management
1
Sustaining business
investment
2
Dividend
settings
3
Debt capacity
Partnerships /
joint venture
New equity
Asset
recycling
Contractual
offtakes
29
Pro forma balance sheet and key metrics
Pro-forma balance sheet (at 31 December
2025) unaudited
Reported
1
Adjustment
2
Pro forma
$ million$ million$ million
Cash and Cash Equivalents 96.8400.0496.8
Other Current Assets777.2- 777.2
Non-Current Assets5,415.3- 5,415.3
Total Assets 6,289.3400.06,689.3
Total Borrowings1,490.5-1,490.5
Other Liabilities1,709.0- 1,709.0
Total Liabilities 3,199.5-3,199.5
Total Equity 3,089.8400.03,489.8
Total Equity and Liabilities 6,289.3400.06,689.3
•Equity raise proceeds will initially reduce net debt and provide
Genesis with financial flexibility to accelerate Genesis’ growth
opportunities across renewables and dispatchable firming capacity,
while remaining committed to its investment grade credit rating and
current dividend policy
•Credit rating last re-affirmed by S&P Global in December 2025 at
BBB+ with stable outlook
•Pro forma balance sheet and metrics assume gross equity raise
proceeds of $400 million
•Pro forma Debt Leverage Ratio of 1.4x as at Dec-25 (post Offer)
Pro forma metrics (at 31 December 2025)
unaudited
Dec-25Pro forma
Net Debt
3
$1,315m(400.0)$915m
Debt Leverage Ratio
4
2.2x1.4x
Notes: (1) Per H1 FY26 Results Presentation; (2) Based on gross equity raise proceeds of $400 million (not reflecting costs in connection with the equity raise); (3) Net Debt: Total Borrowings, less Cash and Cash Equivalents, less Fair Value
Adjustments; (4) Debt Leverage Ratio: Adjusted Net Debt/EBITDAF (12 months preceding). Adjusted net debt represents net debt less 50% of capital bonds; plus rehabilitation & restoration provision
Equity raise proceeds will initially reduce net debt before being applied to progress the pipeline
30
Operating
cashflow
New
Equity
Funding
toolkit
SIB Capex and
Dividends
Committed
growth
opportunities
Progressed
growth
opportunities
Discretionary growth
opportunities
-$1.0bn$2.0bn$3.0bn$4.0bn$5.0bn
Thousands
-
100
200
300
400
500
600
700
800
FY25 Actual FY26 Guidance FY28 Target FY32 Outlook
FY32 Building Blocks
FY32 Outlook EBITDAF $650m-$750m
~6 TWh
Renewable Sources
45% - 55%
EBITDAF to OFCF
2
Conversion
~1,370 MW
Portfolio Flexibility
~7 TWh
Retail Demand
1
$490m
to
$520m
Upper
$500m
$650m
to
$750m
Long run wholesale
price assumption
$118-128/MWh (real)
Funding Toolkit: Partnerships & JVs; Contractual Offtakes; Asset Recycling; New Equity; Debt Capacity
Sources & Uses of Funds
FY26 to FY32 Cumulative
Normalised EBITDAF
3
Key Assumptions
✓Forward contractable gas
price FY27-FY32 of $13 -
$15/GJ real
✓Funding toolkit includes
capital recycling
4
for wind
developments
✓Fixed dividend policy to
FY28
5
✓Targeted leverage range
2.0x – 3.0x consistent with
BBB+ investment grade
rating
$470m
Generation
cost
($/MWh)
82~75~70~60
Assumptions: (a) Indicative at Feb-26; (b) P50 hydro inflows (FY27-FY32); (c) GNE existing assets run beyond 2032; (d) Excludes assumptions regarding Methanex exiting or LNG proceeding; (e) Reflects existing/known regulatory and
legislative requirements and conditions prevail; (f) Growth investments all subject to meeting financial thresholds required by capital allocation framework; (g) FY32 includes generation from on-balance sheet wind assets; (h) Kupe
decommissioning spend assumed at end of field life.
Notes: (1) Retail demand: GNE sales to residential, SME, Commercial and Industrial customers; (2) Operating Free Cash Flow (OFCF): Net Cash Flow from Operating Activities less SIB Capex; (3) Normalised EBITDAF adjusted for material
non-routine items per GNE Disclosure of Non-GAAP performance measures policy; (4) Potential solar recycling to fund wind developments subject to FID; (5) The Board believes that the current fixed dividend policy remains appropriate, and is
likely to continue to be appropriate through to the end of Horizon 2 of Gen35 (i.e. FY28).The Board’s current expectation is thatGenesis may return to a more market-aligned policy beyond this period, although that will be a decision for the
Board at that time; (6) Carbon Unit Forward Contract obligations of ~$250 million (31 December 2025) are recorded in FY26-FY32 at contract face value
31.
Tekapo B
Offer details
32
Equity raise overview
The $400 million equity raise is structured as a Placement and pro rata renounceable Rights Offer
Offer structure
•The equity raise totals $400 million and comprises:
ꟷAn underwritten Placement of $100 million; and
ꟷA 1 for 7.9 underwritten pro rata renounceable Rights Offer of $300 million
•Approximately 192.8 million new fully paid ordinary shares in Genesis will be issued under the Offer, representing approximately 17.4% of Genesis’ existing shares on
issue (“New Shares”)
Offer terms•Equity raise terms for the Placement and Rights Offer are outlined on page 33
Use of proceeds
•Equity raise proceeds will initially reduce net debt and provide financial flexibility to accelerate Genesis’ growth opportunities across dispatchable firming capacity and
renewable generation capacity while remaining committed to its investment grade credit rating and dividend policy
Crown Participation•The Crown has committed to subscribe for such number of New Shares so that it has a 51.00% shareholding following completion of the Offer
1
Underwriting•The Offer is being underwritten by Jarden Partners Limited, less the Crown Participation
Dividend
considerations
•No change to Genesis’ current dividend policy
•FY26 interim dividend declared of 7.30 cps in line with current policy
•Genesis will trade ex-dividend on 25 February 2026. New Shares issued under the Placement and Rights Offer will not be entitled to the FY26 interim dividend which has
a record date of 26 February 2026 and payment date of 25 March 2026
Notes: (1) Based on the equity raise terms per page 33, the Crown Participation will equate to $198 million out of the $400 million total equity raise size to result in a 51.00% shareholding following completion of the Offer (noting
the Crown’s current shareholding in Genesis is 51.23%)
33
Equity raise terms
Notes: (1) Ex-dividend adjustment based on Genesis’ FY26 interim dividend of NZ$0.073 per share declared as part of its FY26 interim results announcement on 23 February 2026; (2) TERP is the Theoretical Ex-Rights Price at which Genesis
ordinary shares would trade immediately after the ex-rights date for the Rights Offer. TERP is calculated with reference to Genesis’ NZX closing share price of on 20 February (ex-dividend adjusted) and includes all New Shares issued under the
Equity Raise. TERP is a theoretical calculation only and the actual price at which Genesis ordinary shares will trade immediately after the ex-rights date for the Rights Offer will depend on many factors and may not be equal to TERP
Placement
Offer price
•NZ$2.15 per New Share, representing a:
ꟷ8.0% discount to the ex-dividend adjusted
1
NZX last close price of NZ$2.34 on 20 February 2026; and
ꟷ8.7% discount to the ex-dividend adjusted
1
five-day NZX volume weighted average price (“VWAP”) prior to announcement of NZ$2.35 per share
Offer size
•$100 million (approximately 46.5 million shares) – excluding the Crown Participation, is underwritten by Jarden Partners Limited, in accordance with the terms of the
underwriting agreement
Ranking
•New Shares issued on completion of the Placement will rank equally with existing ordinary shares
•New Shares are not entitled to the interim dividend with a record date of (26 February 2026) (are ex-dividend)
•New Shares issued on completion of the Placement will be eligible to participate in the Rights Offer (are cum-rights)
Eligibility
•Eligible institutional investors and New Zealand resident clients of retail brokers
ꟷNew Zealand resident clients of retail brokers that wish to participate in the placement being undertaken on 23 February 2026 should contact their broker for
eligibility and instructions on participation
1 for 7.9 Rights Offer
Offer structure
•Rights will not be quoted on the NZX Main Board or on the ASX
•Shortfall bookbuild provides mechanism for shareholders who have not taken up or sold their rights to realise potential value
•Eligible shareholders that take up all of their rights can apply for Additional New Shares to be sold under the shortfall bookbuild (“Oversubscriptions”)
Offer price
•NZ$2.05 per New Share, representing a 10.8% discount to the theoretical ex-rights price of NZ$2.30 per share (“TERP”)
•Oversubscriptions bid into the shortfall bookbuild at the strike price
Offer size
•$300 million (approximately 146.3 million shares) – excluding the Crown Participation, is underwritten by Jarden Partners Limited, in accordance with the terms of the
underwriting agreement
Ranking
•New Shares issued on completion of the Rights Offer will rank equally with existing ordinary shares
•New Shares are not entitled to the interim dividend with a record date of (26 February 2026) (are ex-dividend)
Eligibility
•Available to persons recorded on Genesis’ share register at 7:00pm (NZDT) / 5:00pm (AEDT) on 2 March 2026 with a registered address in New Zealand, Australia, and
other select jurisdictions
34
Placement
Trading halt and Placement bookbuild•Monday 23 February 2026
Trading expected to resume•Tuesday, 24 February 2026
ASX settlement of Placement shares•Thursday, 26 February 2026
NZX settlement and allotment of Placement shares•Friday, 27 February 2026
Rights Offer
Shares quoted “ex-rights”•Friday, 27 February 2026
Record date for Rights Offer•7:00pm (NZDT) / 5:00pm (AEDT), Monday, 2 March 2026
Rights Offer opens•Wednesday, 4 March 2026
Rights Offer closes•5:00pm (NZDT) / 3:00pm (AEDT), Tuesday, 17 March 2026
Shortfall Bookbuild•Friday, 20 March 2026
ASX settlement of Rights Offer shares•Tuesday, 24 March 2026
NZX settlement Rights Offer shares•Wednesday, 25 March 2026
New Rights Offer shares allotted and commence trading on NZX and ASX•Wednesday, 25 March 2026
Payment of any premium achieved in the shortfall bookbuild•Tuesday, 31 March 2026
Eligible shareholders wishing to participate in the Rights Offer should visit www.shareoffer.co.nz/genesis and apply
online by 5:00pm (NZDT) / 3:00pm (AEDT) on Tuesday 17 March 2026
Equity raise timetable
Notes: Dates are subject to change and are indicative only
35.
35 .
Appendices
36
Appendix A: Key risks
KEY RISKS – IMPORTANT: PLEASE READ
This section summarises the key risks that Genesis has identified in connection with the Offer and an investment in Genesis shares. Investors should read this section carefully because these risks
may materially adversely affect the future operating and financial performance of Genesis, and its share price.
Like any investment, there are risks associated with an investment in Genesis shares. This section does not set out all of the risks related to an investment in Genesis shares, the future operating or
financial performance of Genesis, the Offer, or general market or industry risks. The summary of key risks set out below represents Genesis’ current assessment of these risks. However, that may
change either during the course of, or following, the Offer. Some risks may be unknown and other risks, currently believed to be immaterial, could turn out to be material. There is no certainty as to
the severity or likelihood of any such foreseen and unforeseen impacts arising nor whether any mitigating action will be effective or can be taken. Accordingly, the key risks that Genesis faces are
inherently uncertain and will continue to change over time.
Investors should make their own assessment of the key risks set out in this section before deciding whether to invest (or invest further) in Genesis shares. Investors should also refer to Genesis’
previous NZX and ASX announcements, including its Integrated Report for the year ended 30 June 2025, its Climate Statement for the reporting period ended 30June2025, its interim report for the
six months ended 31 December 2025 and its published presentations in relation to those full year and half year results. Investors should also consider whether such an investment is suitable in light
of their individual risk profile, investment objectives and personal circumstances (including financial and taxation issues). Investors are encouraged to consult with a financial or other professional
adviser.
Wholesale electricity
market
Background
Genesis is exposed to wholesale electricity prices both as a seller of the electricity it generates and as a buyer of the electricity it supplies to its customers. A large proportion of Genesis’
generation costs and the prices it charges its customers are fixed, while wholesale electricity prices are set by the market and can be volatile.
Volatility in the wholesale price of electricity has an impact on generation volumes offered to the market, electricity revenues, derivatives and fuels consumed, with lower wholesale electricity
prices tending to drive lower thermal generation as well as reducing the cost of purchasing electricity to supply customers. The opposite tends to happen when wholesale electricity prices
increase. The most important factors driving variability in wholesale electricity prices are supply and demand of electricity.
High wholesale prices create a risk that Genesis may have to purchase electricity at prices that are higher than those it charges its customers, should Genesis be in a position where its
backup electricity generation at Huntly Power Station is not available or is not sufficient. Conversely, low wholesale prices create a risk that the revenue Genesis receives for selling the
electricity it generates does not cover its costs.
Genesis manages its portfolio of generation and sales to customers so that it generally has the ability to generate more electricity than it sells to customers. However, the position may be
reversed for a number of reasons, including dry periods or drought conditions, cost of fuel, planned or unplanned outages at its power stations or unusually high demand, which may occur as
a result of unusual weather conditions.
37
Appendix A: Key risks (continued)
Wholesale electricity
market (cont.)
Risk of energy market oversupply / reduced demand
Energy market oversupply and/or reduced demand generally leads to lower wholesale electricity prices and reduces earnings. Potential key contributors to oversupply include favourable
weather conditions (for example, higher than typical levels in major storage lakes in key locations throughout New Zealand and/or abundant wind), a reduction in demand by a large industrial
gas user (for example, Methanex and Ballance), an increase in development of renewable generation (for example, due to more affordable renewable generation development) (see the risks
described below under “Change in competitive environment risks”) and a reduction in demand as a result of a recessionary economic environment.
There has been public speculation that Methanex may close its operations in New Zealand. The outcomes of a large industrial gas user such as Methanex closing its operations in New
Zealand and any associated impact on Genesis are difficult to predict. If such a closure was to transpire, it could create a short-term oversupply of gas available to be used for thermal
generation (despite a wider shortage of gas availability in the long term). This could potentially result in a short-term fall in gas prices and electricity prices, which may result in positive and/or
negative outcomes for Genesis. The risks described below under “Change in competitive environment risk” could also contribute to the risk of undersupply / increased demand.
Risk of energy market undersupply / increased demand
Energy market undersupply and/or increased demand could occur. This could bring about unacceptably high wholesale electricity prices and/or an adverse Government intervention. Genesis
would need to purchase electricity from the wholesale market or directly from other generators if it were unable to generate sufficient electricity to meet its own customer demand. That
purchase of electricity from the wholesale market would most likely be at a significant cost.
Additionally, faster than expected decarbonisation to meet New Zealand’s 2050 emissions targets may increase the demand for electricity before additional renewable generation is
developed.
The risks described below under “Fuel security and supply risks”, “Power station availability risks”, “Project / development risks” and “Potential effects of climate change” could also contribute
to the risk of undersupply / increased demand”.
Fuel security and
supply
Background
Genesis’ generation is dependent on the availability of and access to fuel, including water for hydro generation and gas and coal for the thermal generation units at the Huntly Power Station.
The risks to Genesis include that it would be unable to generate expected levels of electricity due to either temporarily or permanently reduced availability of or access to fuel, or increased
costs to secure the necessary fuel.
Gas supply constraints
Gas supply continues to decrease in New Zealand. The performance of upstream gas wells is declining at an accelerated rate, reducing the available supply for industrial users, electricity
generation and consumer supply. In particular, ongoing or faster decline in gas supply may lead to scarcity across the gas market and difficulty securing sufficient quantities of gas at
commercially feasible prices. Such purchases may be required for Genesis to fulfil its contracted gas supply arrangements and generation.
Genesis is further exposed to the risk of a shortage of gas supply as a result of the following:
•Production at the Kupe oil and gas field (Kupe) is anticipated to decline as the field approaches end of life in the 2030s. Genesis has a 46% ownership interest in the Kupe joint
venture. More importantly, Genesis has a right of first refusal to all gas produced by Kupe. Kupe gas is therefore central to Genesis’ flexible gas portfolio.
•Two material gas supply contracts under which Genesis receives gas are set to expire on 31December2026
38
Appendix A: Key risks (continued)
Fuel security and
supply (cont.)
Increased political focus on a potential gas supply shortage may lead to new regulations or proposals, the impact of which is unknown. See below in relation to the Government’s proposal to
establish an LNG import facility. See also the risks described below under “Legislative and regulatory risks”. Genesis’ ability to mitigate the effects of a gas supply shortage depends on:
•its ability to import affordable gas, including via an LNG import facility – see below;
•its ability to contract for new gas supply, or stimulate new gas development by underwriting new gas drilling;
•its ability to reduce reliance on gas baseload generation with new renewable generation and batteries, and to contract for and develop gas flexibility (for example, through flexible supply
contracts, flexibility in demand built into supply contracts, or contracting for or developing gas storage);
•the availability of coal to satisfy contracted demand from generation rather than market purchases of gas; and
•whether biomass is feasible as a sustainable alternative to coal. The use of biomass at the Huntly Power Station is a Gen35 initiative, but remains subject to technical, commercial and
legal due diligence and is yet to be approved by the Genesis Board
See also the risks of energy market oversupply / reduced demand described above under “Wholesale electricity market risks”, particularly in relation to the outcomes of a large industrial gas
user such as Methanex closing its operations in New Zealand.
Coal stockpile depletion
Genesis currently holds a stockpile of coal at Huntly Power Station. Exhaustion or depletion of this stockpile could occur, including in a dry year scenario. For example, the stockpile was
significantly depleted through the winter of 2024. The exhaustion or significant depletion of Genesis’ coal stockpile at Huntly Power Station could reduce Genesis’ energy security and increase
Genesis’ exposure to gas supply constraints.
Adverse hydrological and/or wind conditions
Hydrological conditions in New Zealand are unpredictable and may fluctuate significantly from one period to the next. As such, there is a risk that actual conditions are not consistent with
Genesis’ expectations, which may result in situations where Genesis has optimised its generation portfolio in anticipation of circumstances which do not eventuate.
In particular, lower than typical levels in major storage lakes in key locations throughout New Zealand (as experienced in the winter of 2024) may contribute to energy market undersupply.
Wind conditions in New Zealand are similarly variable and limited wind generation may contribute to energy market undersupply.
See the risks described above under “Wholesale electricity market risks”.
Fuel security
Increased reliance on more intermittent sources of renewable generation (wind, solar and hydro) has implications for security of supply and increased volatility of wholesale electricity prices.
Whilst flexible thermal generation is expected to be required less frequently, as reliance on intermittent renewables increases, its importance to system security (that is, the electricity market’s
ability to supply uninterrupted electricity, even during unexpected shocks) becomes more critical.
The frequency of interruptions to electricity supply (leading to blackouts) is at risk of increasing through a combination of factors including:
•increased reliance on intermittent renewable generation as aggregate demand increases through electrification;
•a lack of adequate firming generation capacity to back-up a more renewable system; and
•greater reliance on aging thermal assets and infrastructure to provide firming generation as a back-up.
39
Appendix A: Key risks (continued)
Fuel security and
supply (cont.)
As thermal assets are used less, and in the absence of long-term contracts to support ongoing operating costs, they will cost more to run when they are required which could result in
unacceptably high wholesale prices when the market experiences capacity constraints (including unplanned outages or plant failure) or interruptions to fuel supply.
Reduced renewable generation (for example, as a result of limited hydro, solar and/or wind generation) combined with reduced domestic gas supply may place significant stress on the
electricity market and lead to a sharp rise in wholesale electricity prices (as experienced in the winter of 2024).
LNG import facility proposal
On 9 February 2026 the Government announced a proposal to procure an LNG import facility to bolster energy security and mitigate the effects of declining gas availability in New Zealand.
According to Government timelines, the facility could be operational as early as 2027, assuming the Government’s current procurement process is successful.
The establishment of an LNG import facility would have the potential to materially increase the supply of gas in New Zealand. The impact on Genesis of any such increase in gas supply is
unknown. It presents risks, such as the potential for competitors to establish peaker plants in reliance on LNG (potentially reducing the demand for Huntly Power Station’s Unit 5), and
opportunities, such as the potential to offer further firming products to the market with greater certainty.
The government is in the process of shortlisting proponents for the terminal and is aiming to contract with a terminal operator by end Q2 2026 with enabling registration being drafted. The
outcome of this process is therefore uncertain at this point.
Legislative and
regulatory changes
Genesis is subject to the risk that changes (or, in some cases, proposals for change, whether implemented or not) to legislation or regulation (including electricity or gas industry regulation,
and new or changed environmental regulation) may adversely affect its sales, costs, relative competitive position, development initiatives or other aspects of its financial or operational
performance. Also, such changes may force other undesired changes to Genesis’ business model, and/or the perception of the regulatory environment within which Genesis operates.
In particular, previous high wholesale electricity prices have led to regulatory reviews and potential regulatory changes (including in response to the report by Frontier Economics, which was
commissioned by the Government following the events of the winter of 2024). Those potential regulatory changes range from minor to significant interventions and structural market changes.
The Government’s Energy Action Plan is well understood and is not considered to hold significant risks for Genesis but it is unclear what, if any, future regulatory reform may ultimately occur.
Additionally, the Energy Competition Task Force was jointly established by the Electricity Authority and the Commerce Commission to investigate ways to improve the performance of the
electricity market. Government or regulatory intervention, including arising out of electricity market reviews, could reduce Genesis’ ability to respond to market conditions and may impose
greater costs or constraints on the business. Government-backed projects in the industry could also be disruptive to the market in a way that is unpredictable and that may be adverse to
Genesis.
The Public Finance Act 1989 requires the Crown to maintain at least 51% of the shares in Genesis. Any future amendment to this requirement in the Public Finance Act could have a material
effect on Genesis.
With 2026 being an election year, and the electricity sector being a topic of political interest, there is an increased risk of regulations or commitments made by political parties that may have
an adverse impact on the industry and/or Genesis.
Genesis’ budgeted performance for FY26 and FY27 assumes existing regulatory and legislative requirements and conditions prevail. Any change to those requirements and conditions could
adversely impact Genesis’ business and/or financial performance.
40
Appendix A: Key risks (continued)
Power station
availability
Genesis’ ability to generate electricity is dependent on the continued efficient operation of its power stations. The viability, efficiency or operability of Genesis’ power stations could be
adversely affected by a range of factors.
Genesis relies upon various pieces of equipment and technology at each of its power stations. If material items of equipment or technology (including, for example, turbines, control gates or
boilers) suffer failures requiring unplanned power station outages and require replacement or repair, Genesis’ generation production may be reduced and significant capital expenditure may
be required to replace or repair such assets. Genesis experienced such an event in 2023 when the main circuit breaker failed at Unit 5 at the Huntly Power Station. The effect of an outage on
Genesis would depend on market conditions at the time. For example, the effect would likely be greater in the winter compared to the summer.
In addition, given the materiality of the Huntly Power Station to Genesis’ operations, if a transmission outage (or similar) was to occur near the node, fuel supply were to be disrupted, or a
natural disaster was to occur impacting the Huntly Power Station, then it would have a material impact on Genesis’ operations, its financial position and its financial performance
Operational risks
Genesis’ business is large, complex and highly specialised, which presents a number of operational risks, including those set out below.
Health and safety risk
There is a risk that an incident could lead to a fatality or serious harm to an employee, a contractor, a joint venture/third party employee or a member of the public. Genesis operates in a
technically challenging environment with extremely large electrical and mechanical assets, including underground, inside large structures, on tall hydro structures and in close proximity to
large volumes of water and high-voltage electricity. Employees are exposed to hazards and risks when working on operating assets and on construction sites and in remote locations as well
as in its contact centres and office sites. If such an incident were to occur, this may affect Genesis’ reputation and may, in turn, lead to losses of customers and revenue.
IT systems and infrastructure risk
Genesis relies on various information technology and telecommunications systems and assets to operate its business. If some or all of these systems or assets were compromised, were to
suffer unexpected failure or were to require upgrading earlier than had been planned, Genesis’ financial performance or the safety of its employees, joint venture/third party employees,
customers and the general public could be adversely affected.
From time to time, Genesis undertakes projects relating to the upgrade and/or replacement of its information technology systems. For example, Genesis is undertaking material ongoing
information technology projects, including in relation to its retail billing, financial management systems and energy trading systems. Any delay to or failure in the implementation of such
projects could have an adverse effect on Genesis’ financial performance.
Data security / cyber risk
There is a risk that the security of critical information technology systems or data (including personal information) could be compromised. If such a compromise did occur, it may interrupt or
disable critical systems. Genesis could incur costs to stop the attack, repair the systems and mitigate any business interruption. Genesis’ reputation may suffer due to reduced service,
potential environmental damage, potential risk to public safety and perception of poor data security, and Genesis may be exposed to subsequent fines and penalties and loss of customers.
Change in competitive
environment
Competitor behaviour
Competitor behaviour, such as discounted pricing campaigns or the entry of new competitors, may put downward pressure on retail electricity prices and may also reduce Genesis’ market
share or require Genesis to increase its sales and marketing costs in order to maintain sales volumes. Competitor behaviour can be affected also by changes in customer behaviour, including
reductions in demand (for example, a reduction in consumption by the Tiwai Point aluminium smelter), the displacement of demand by technology change or large business customers
41
Appendix A: Key risks (continued)
Change in competitive
environment (cont.)
choosing to buy electricity directly on the wholesale spot market rather than to enter into fixed price contracts.
Additionally, future competitive threats are possible from more aggressive retail competition, particularly if wholesale prices fall and/or new low-cost retailing models are introduced to the
market (for example, international retailers).
New generation
New generation brought on by competitors of Genesis could adversely affect the prices that Genesis will be able to achieve in the wholesale market for electricity sales. In particular,
competitors building additional generation capacity before it is required in the market could result in oversupply and lower wholesale and retail electricity prices. See the risks described above
under “Wholesale electricity market risks”.
New / disruptive technologies
Ongoing technological advancement is a potential source of disruption for Genesis and the electricity market generally. For example, new vectors of competition may be created by artificial
intelligence. Technological advances in electricity efficiency (including by customers, and potentially as a consequence of regulatory subsidisation of competing technologies) and/or
distribution (for example, relating to customer energy independence) could affect demand for electricity and, hence, wholesale electricity prices and earnings.
Additionally, Genesis makes long-term investments in its power stations. If significant advances in technology occur, these power stations may be rendered relatively less competitive or
obsolete, because of the reduced marginal cost of a new-entrant plant. Changes in technology or unexpected issues arising from Genesis’ ongoing asset management and maintenance
programme may also increase costs for Genesis or reduce its generation production.
Project / development
risks
Genesis has various incomplete development projects that are material to its Gen35 strategy, including the Edgecumbe, Foxton, Leeston and Rangiriri solar projects and the Huntly battery
project. These projects relate to proposed new renewable energy generation and energy arbitrage. Any failure to complete these projects may adversely impact Genesis’ ability to achieve its
Gen35 strategy and may impact its operations and financial performance.
The execution of Genesis’ longer term generation growth projects is dependent on a number of factors, including ensuring that Genesis obtains acceptable resource consents in a timely
manner, obtains the necessary land access or use rights and grid connection and secures sufficient funding at an acceptable cost. There can be no assurance that any acquisitions and other
growth initiatives will achieve the targeted returns on investment or that current development options will not require greater capital than expected in order to be successful, or to proceed at
all. Any growth initiatives could adversely affect Genesis’ financial results if operating expenditure or capital expenditure does not result in the anticipated increase in sales or profits.
Development projects undertaken by Genesis are also subject to standard construction and project-related risks. These may include health and safety incidents, supply-chain disruptions,
design or construction errors, commissioning difficulties, unexpected geotechnical conditions, shortages of specialist equipment or personnel, adverse weather, contractor default, delays, cost
overruns on non-fixed price contracts, erroneous scoping on fixed-price contracts and failure to meet specifications.
Genesis continues to evaluate and may undertake new projects to maintain and enhance its assets, lower operating costs and introduce new products and services. Such projects are subject
to the project-related risks described above.
42
Appendix A: Key risks (continued)
Electricity buy-side
and sell-side contract
risks
Genesis buys and sells electricity contracts on the New Zealand Electricity Futures and Options market operated by the ASX, and enters into contracts for difference (being agreements to pay
the difference between an agreed price and the wholesale electricity price for a nominated volume of electricity) and other derivatives, including options, with competitors and customers
directly. Genesis faces the risk that prices at the time the contracts come into effect differ from the contracted prices. This could result in Genesis suffering loss under those contracts and, as
market prices are uncapped, that loss could be material.
The electricity contracts market is competitive and the prices, terms or availability of contracts may change unfavourably because of a number of factors, including the behaviour of
competitors.
Gas and LPG
purchase and sales
risks
The volumes and prices at which Genesis is able to buy and sell natural gas and LPG from suppliers and to customers can materially influence Genesis’ financial performance and are
impacted by some of the same factors as those that affect wholesale and retail market prices for electricity. These include changes in supply, demand, changes in behaviour by competitors
and other gas market participants, customer and supplier concentration as well as increases in supply as a result of new gas discovery or oil discovery in which gas is a substantial by-product.
In addition, changes in the international market for methanol can affect the volumes and prices of natural gas that Genesis sells to customers and the volumes and prices Genesis pays when
it purchases natural gas from third parties.
Catastrophic eventsA single (or multiple) catastrophic event(s), such as a major earthquake, volcanic eruption, landslide, fire, flood, explosion, act of terrorism or other disaster, could adversely affect or cause a
failure of any or all of Genesis’ power stations or other operations, or a failure of the gas or electricity transmission or distribution systems. Such an event could also affect major consumers of
electricity (including Genesis’ customers), have an adverse effect on the markets in which Genesis operates or result in losses being incurred by third parties for which potentially Genesis may
be liable.
A major or catastrophic failure at the Kupe oil and gas field could have a significant adverse impact on Genesis’ ability to source natural gas and Genesis’ earnings. A major or catastrophic
plant failure at gas fields other than Kupe (from which Genesis purchases gas) could have adverse effects on Genesis’ earnings.
See the risks described above under “Power station availability risks”.
Climate changeClimate change presents risk to Genesis. Many climate change models predict an increase in extreme weather patterns and temperatures, which could adversely affect Genesis’ infrastructure
and fuel supplies. In particular, an increase in the frequency and severity of events like storms, floods, heatwaves, droughts and cyclones could have an adverse effect on Genesis’ business
and operations, including through physical damage.
See the risks described above under “Fuel security and supply risks”, “Catastrophic events” and “Power station availability risks”.
Genesis’ financial performance may also be adversely affected by policy, regulatory, legal, technological and market responses to climate change. See the risks described above under
“Legislative and regulatory risks”. See also the Smith proceedings described under “Litigation and dispute risks” below.
43
Appendix A: Key risks (continued)
Kupe
decommissioning
risks
The decommissioning of Kupe is expected to occur in or around FY36. The costs of any decommissioning and/or remediation obligations will be shared by the Kupe joint venture partners
proportionately. The current Kupe joint venture partners are Genesis, Beach Energy Limited (the field operator) and Echelon Resources Limited (formerly New Zealand Oil & Gas Limited).
Genesis’ current share of the Kupe joint venture is 46%.
Genesis holds a $135 million provision for its 46% share of the remediation costs, which represents the present value of Genesis’ best estimate of the future expenditure required to restore
the site as at 30 June 2025. The provision assumes that the on-shore section of the pipeline will be removed and the remaining subsea pipeline will be flushed and left in place.
Genesis may be exposed to greater decommissioning costs than the amount of its current provision, including due to:
•a higher level of remediation being required;
•higher than anticipated costs for rig and offshore supply vessels in connection with the decommissioning; and/or
•any seabed remediation, including any regulatory requirements in relation to the removal of the subsea pipeline.
Genesis’ earnings may be affected if the decommissioning costs exceed the provision amount.
Transmission and
distribution risks
Genesis is reliant on third parties for the transmission and distribution of both electricity and gas. This exposes Genesis to the risk of planned or unexpected transmission or distribution
failures. In relation to electricity, such failures could include a transmission failure in the national grid operated by Transpower or a failure at a line operated by a distribution company. In
relation to gas, a prolonged failure or closure of a gas pipeline could have a material impact on Genesis’ ability to supply wholesale customers with natural gas and on its ability to generate
electricity from the Huntly Power Station.
Genesis’ forecasts assume a steady rate of growth in retail demand and commensurate investment by third parties into transmission and distribution infrastructure to service that growth in
demand. There is a risk that transmission or distribution capacity, or both, is unable to keep pace with increases in demand, or that new gas connections are not available to customers,
causing an undersupply of electricity to the market.
Litigation and dispute
risks
Genesis may from time to time be the subject of complaints, litigation, inquiries or audits initiated by customers, employees, commercial partners, suppliers, landlords, Government agencies,
regulators or other third parties alleging or investigating matters such as asset ownership, resource use, service quality and supply issues, injury, health, employment, environmental, safety or
operational concerns, nuisance, negligence, failure to comply with applicable laws and regulations or failure to comply with contractual obligations.
Any such matter, even if successfully addressed without direct adverse financial effect, could have an adverse effect on Genesis’ reputation and divert its financial and management resources
from more beneficial uses. If Genesis were found to be liable under any such claims this could have a material adverse effect on Genesis’ future financial performance.
Specific claims and proceedings currently existing that may adversely affect Genesis include the following.
Smith proceedings
Genesis is a party to the Smith proceedings (Smith v Fonterra & Ors, CIV2019-404-1730). Those proceedings broadly involve a climate tort claim against several large New Zealand emitters.
Genesis is a defendant because of its ownership and operation of the Huntly Power Station. The case is in the High Court with the trial scheduled to begin in April 2027.
The proceedings carry legal costs and potential reputational and/or remedial risks for Genesis (for example, injunctive or declaratory relief being awarded to the plaintiff).
44
Appendix A: Key risks (continued)
Litigation and dispute
risks (cont.)
Forest & Bird opposition to resource consents
In early December 2025, Forest and Bird lodged an appeal with the High Court opposing the fast-track expert panel’s decision on matters relating to the granting of the Tekapo Power Scheme
replacement resource consents. The appeal is on questions of law only, and the key question raised is in relation to the interpretation of “existing environment”. The relief sought is for the
Expert Panel decision to be overturned and for the resource consent application to be remitted to the Panel for reconsideration under High Court guidance. Importantly, the resource consents
cannot be declined. Rather, Forest and Bird is seeking reconsideration of mandatory flows in the Tekapo River, a reassessment of ecological effects and a consequent re-justification of the
biodiversity compensation payment.
Settlement proposal with MBIE relating to Crown royalties for Kupe
Genesis is finalising a settlement proposal with MBIE in relation to Crown royalties payable by Kupe Venture Limited in respect of PML 38146.Genesis has proactively engaged with MBIE to
resolve the matter. Genesis’ FY26 interim financial statements include a provision of approximately $24 million for this settlement.Whilst the final terms of the settlement have not been agreed
with MBIE, a draft settlement agreement was sent to MBIE in late December 2025.
Insurance riskInsured or uninsured catastrophic events such as acts of God, fires, floods, earthquakes, widespread health emergencies, pandemics, epidemics, wars and strikes could affect the value or the
availability of Genesis’ assets and the ability of Genesis to sustain operations, provide essential products and services or recover operating costs. Some events of this type, and some assets
(for example, forestry investments), are uninsurable or Genesis has chosen not to insure against them. For example, Genesis policies have exclusions for acts of war or terrorism.
Should damage be sustained as a result of these risks, Genesis’ business and financial performance may be adversely affected. In respect of Genesis’ assets (other than its Kupe interests),
Genesis currently insures for material damage and business interruption losses, with a limit of approximately $600 million for material damage and approximately $257million for business
interruption. Genesis has separate insurance arrangements in place in respect of its interests in the assets associated with the Kupe oil and gas field. In relation to Kupe, Genesis insures for
material damage and business interruption losses, with a limit of approximately $500 million for material damage and approximately $120.6 million for business interruption.
When Genesis undertakes its annual review of insurance policies, typically each June, it may face higher-than-expected costs of insurance, or more restrictive than expected terms, it may not
be economically viable to take out insurance at current levels or insurance capacity may not be available at any price. It is anticipated that this situation would be exacerbated should a
significant natural disaster occur in New Zealand.
Availability and cost
of capital
A deterioration of Genesis’ financial condition, a reduction in Genesis’ credit rating or instability in local and global capital markets could increase Genesis’ cost of borrowing or eliminate its
ability to raise additional debt or replace existing debt as it matures.
Genesis may be constrained in its ability to execute its strategy if sufficient capital is not available due to the status of its balance sheet or its shareholding structure.
The Crown’s shareholding in Genesis and application of the Public Finance Act 1989 to Genesis add further potential constraints. The ability of Genesis to raise capital may be limited by the
restriction under that Act that no person, other than the Crown, may have a “relevant interest” (as defined in sections235 to 238 of the Financial Markets Conduct Act 2013) in more than 10%
of any class of shares or any class of voting securities of Genesis. Furthermore, under that Act, any future equity capital raising that involves issuing shares, or securities with voting rights, in
Genesis will be able to proceed only if the Crown agrees to participate to the extent required to maintain its interest of at least 51%, as required by that Act.
45
Appendix A: Key risks (continued)
Availability and cost
of capital (cont.)
In a letter from the Minister of Finance on behalf of shareholding Ministers to the mixed ownership model companies (Genesis, Meridian Energy and Mercury NZ) dated 30 September 2025,
the Crown confirmed its openness to participating in equity capital raisings by mixed ownership model companies where such participation supports the Government’s energy security and
affordability objectives.
Fast-track application
relating to Lake
Pūkaki lake levels
Meridian Energy submitted a substantive application under the Fast-track Approvals Act 2024 relating to Lake Pūkaki hydro storage and dam resilience works on 5November2025. Among
other things, the application seeks consent to lower the lake level and undertake associated rock armouring works. A decision on the application is expected around July2026. The application
is for a three-year period covering the winters of 2027, 2028 and 2029.
If consent is granted, the application has the potential to negatively affect Genesis’ Tekapo B power station and spillway. In particular, the changes sought by Meridian could materially
increase the likelihood of:
•damage to Genesis assets, including the tailrace and weir;
•forced outages; and/or
•significant costs relating to remediation.
Additionally, release of contingent hydro storage as a result of the application being granted would likely bring additional hydro capacity into the electricity market and may reduce the running
of the Rankine units in winter across the three-year application (assuming normal hydrology conditions).
46
Appendix B: Foreign Jurisdictions
AustraliaThe offer of New Shares under the Placement can only be made in Australia to persons to whom an offer of securities can be made without disclosure in accordance with applicable
exemptions in sections 708(8) (sophisticated investors) or 708(11) (professional investors) under the Australian Corporations Act 2001 (Cth) (the Corporations Act). The offer of New Shares
under the Rights Offer is being made in Australia pursuant to the provisions of Section 708AA of the Corporations Act (as modified by ASIC Corporations (Non-Traditional Rights Issues)
Instrument 2016/84 and ASIC Instrument 26-0141) or otherwise to persons to whom the Rights Offer can be made without a formal disclosure document under Chapter 6D of the Corporations
Act.
This document is not a prospectus, product disclosure statement or any other formal disclosure document for the purposes of Australian law or the Corporations Act and is not required to, and
does not purport to, contain all the information which would be required in a disclosure document under Australian law or the Corporations Act. It may contain references to dollar amounts
which are not Australian dollars, may contain financial information which is not prepared in accordance with Australian law or practices, may not address risks associated with investment in
foreign currency denominated investments and does not address Australian tax issues.
Genesis is a company which is incorporated in New Zealand and the relationship between it and its investors will be largely governed by New Zealand law.
This document has not been, and will not be, lodged or registered with the Australian Securities and Investments Commission or the Australian Securities Exchange and Genesis is not
subject to the continuous disclosure requirements that apply in Australia.
Prospective investors should not construe anything in this Offer Document as legal, business or tax advice nor as financial product advice for the purposes of Chapter 7 of the Corporations
Act.
HongKongWARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor
has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the “SFO”). No action
has been taken in Hong Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Shares
have not been and will not be offered or sold in Hong Kong other than to “professional investors” (as defined in the SFO and any rules made under that ordinance).
No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong
or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong)
other than with respect to the New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO and any rules
made under that ordinance). No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months
following the date of issue of such securities.
The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any of the
contents of this document, you should obtain independent professional advice.
NorwayThis document has not been approved by, or registered with, any Norwegian securities regulator under the Norwegian Securities Trading Act of 29 June 2007. Accordingly, this document
shall not be deemed to constitute an offer to the public in Norway within the meaning of the Norwegian Securities Trading Act of 2007.
This document does not constitute an offer of new ordinary shares (New Shares) of Genesis in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New
Shares may not be offered or sold, in any country outside New Zealand except to the extent permitted below.
47
Appendix B: Foreign Jurisdictions (continued)
Norway (cont.)The New Shares may not be offered or sold, directly or indirectly, in Norway except to “qualified investors” (as defined in the Prospectus Regulation 2017/1129 Article 2(e), cf. the Norwegian
Securities Trading Act of 29 June 2007 no. 75 Section 7-1 and including non-professional clients having met the criteria for being deemed to be professional and for which an investment firm
has waived the protection as non-professional in accordance with the procedures in this regulation).
SingaporeThis document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore.
Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or
distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except
pursuant to and in accordance with exemptions in Subdivision (4) of Division 1, Part 13 of the Securities and Futures Act 2001 (the “SFA”), or as otherwise pursuant to, and in accordance with
the conditions of any other applicable provisions of the SFA.
This document has been given to you on the basis that you are (i) an “institutional investor” (as defined in the SFA) or (ii) an “accredited investor” (as defined in the SFA). In the event that you
are not an investor falling within any of the categories set out above, please return this document immediately. You may not forward or circulate this document to any other person in
Singapore.
Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to
investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale.
SwitzerlandThe offering of the New Shares in Switzerland is exempt from the requirement to prepare and publish a prospectus under the Swiss Financial Services Act (“FinSA”) because such offering is
made to professional clients within the meaning of the FinSA only and the New Shares will not be admitted to trading on any trading venue (exchange or multilateral trading facility) in
Switzerland. This document does not constitute a prospectus or similar communication pursuant to the FinSA, and no such prospectus has been or will be prepared for or in connection with
the offering of the New Shares.
United KingdomNeither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no
prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended (“FSMA”)) has been published or is intended to be published in respect of the New
Shares.
This document is issued on a confidential basis to “qualified investors” (within the meaning of paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024
(the “POAT Regulations”)) in the United Kingdom, and the New Shares may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other
document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) of the FSMA. This document should not be distributed, published or
reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Shares has only been
communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances where the communication is exempt
from the restriction in section 21(1) of the FSMA .
48
Appendix B: Foreign Jurisdictions (continued)
United Kingdom
(cont.)
In the United Kingdom, this document is being distributed only to, and is directed at, qualified investors (i) who have professional experience in matters relating to investments falling within
Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (“FPO”), (ii) who fall within the categories of persons
referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together “relevant
persons”). The investments to which this document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person
who is not a relevant person should not act or rely on this document or any of its contents.
---
23 February 2026
NZX Limited
Level 2, NZX Centre
11 Cable Street
Wellington 6011
New Zealand
Copy to:
ASX Limited
Level 6, Exchange Centre
20 Bridge Street
Sydney NSW 2000
Australia
GENESIS ENERGY LIMITED (NZX:GNE / ASX:GNE)
NOTICE PURSUANT TO CLAUSE 20(1)(A) OF SCHEDULE 8 TO THE FINANCIAL MARKETS
CONDUCT REGULATIONS 2014
1. Genesis Energy Limited (Genesis) announced today that it intends to undertake an
underwritten offer of new fully paid ordinary shares in Genesis (New Shares) of the
same class as already quoted on the Main Board operated by NZX Limited and the
Australian Securities Exchange (ASX) operated by ASX Limited, by way of:
(a) a placement of New Shares to eligible institutional investors in New Zealand,
Australia and selected other jurisdictions to raise approximately NZ$100 million
(the Placement); and
(b) a pro rata 1 for 7.9 renounceable rights offer of New Shares to eligible
shareholders in New Zealand, Australia and other selected jurisdictions to raise
approximately NZ$300 million (the Rights Offer),
(the Placement and the Rights Offer, together the Offer).
2. The Offer is being made to investors in New Zealand in reliance upon the exclusion in
clause 19 of Schedule 1 to the Financial Markets Conduct Act 2013 (FMCA) and in
Australia pursuant to sections 708AA and 708A of the Corporations Act 2001 (Cth)
(Corporations Act), as modified by Australian Securities and Investments Commission
(ASIC) Corporations (Non-Traditional Rights Issues) Instrument 2016/84 and ASIC
Instrument 26-0141.
Genesis Energy Limited
The Genesis Energy Building
155 Fanshawe Street
PO Box 90477
Victoria Street West
Auckland 1142
New Zealand
T. 09 580 2094
3. Genesis will offer and issue the New Shares under the Offer to investors in Australia
without disclosure under Part 6D.2 of the Corporations Act.
4. This notice is provided under:
(a) clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct Regulations
2014 (Regulations); and
(b) paragraph 708A(12J) (as notionally inserted by ASIC Instrument 18-0268) of the
Corporations Act and paragraph 708AA(2)(f) (as notionally modified by ASIC
Corporations (Non-Traditional Rights Issues) Instrument 2016/84 and ASIC
Instrument 26-0141) of the Corporations Act.
5. As at the date of this notice:
(a) Genesis is in compliance with the continuous disclosure obligations that apply
to it in relation to the ordinary shares in Genesis;
(b) Genesis is in compliance with its financial reporting obligations (as defined in
clause 20(5) of Schedule 8 to the Regulations);
(c) Genesis has complied with its obligations under rule 1.15.2 of the ASX Listing
Rules; and
(d) there is no information that is “excluded information” (as defined in
clause 20(5) of Schedule 8 to the Regulations) in respect of Genesis.
6. The Offer is not expected to have any material effect or consequence on the “control”
(as defined in clause 48 of Schedule 1 to the FMCA) of Genesis.
ENDS
*************************
Authorised by
Matthew Osborne
Chief Corporate Affairs Officer
---
Corporate Action Notice
(Other than for a Distribution)
Page 1 of 4
Section 1: Issuer information (mandatory)
Name of issuer Genesis Energy Limited (Genesis)
Class of Financial Product Ordinary shares
NZX ticker code GNE
ISIN (If unknown, check on NZX
website)
NZGNEE0001S7
Name of Registry Computershare Investor Services Limited
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share Purchase
Plan/retail offer
Renounceable
Rights issue or
Accelerated
Offer
X
Capital
reconstruction
Non-
Renounceable
Rights issue or
Accelerated
Offer
Call Bonus issue
Placement X
Record date 02/03/2026
Ex Date (one business day before the
Record Date)
01/03/2026
Currency NZD
External approvals required before offer
can proceed on an unconditional basis?
N
Details of approvals required N/A
Section 2: Rights issue or Accelerated Offer
If Accelerated Offer, structure N/A
Number of Rights to be issued or
entitlements available for security
holders in the Accelerated Offer
146,337,147 rights
Maximum number of Equity Securities
to be issued if offer is fully subscribed
Approximately 146.3 million ordinary shares (subject
to rounding). The total number of ordinary shares to
be issued will be determined by the results of the
rights offer and shortfall bookbuild.
ISIN of Rights (if applicable) N/A
Oversubscription facility Y
Details of scaling arrangements for
oversubscriptions
Eligible shareholders who have taken up all of their
rights in full, and institutional investors, may apply for
2 of 4
new shares under the shortfall bookbuild component
of the rights offer.
Allocations and any necessary scaling of additional
new shares applied for by eligible shareholders who
take up their entitlements in full will be determined by
Genesis and Jarden Securities Limited (in its
capacity as lead manager). Scaling of applications for
additional new shares will be done to prioritise
allocations to eligible shareholders that apply for
additional new shares over allocations to other
applicants in the shortfall bookbuild. Otherwise
scaling will be on a consistent basis by reference to
the quantum of additional shares applied for
(although Genesis and Jarden Securities Limited
retain discretion to scale individual applications for
additional new shares on a differential basis).
Entitlement ratio (for example 1 for 3)
Please contact NZX ahead of announcing the offer if
each Right will be exercisable for more or less than
one Equity Security (i.e unless prior arrangement is
made, Rights will be exercisable on a one for one
basis)
New 1 Existing 7.9
Treatment of fractions** Where fractions arise in the calculation of rights, they
will be rounded down to the nearest right.
Subscription price
(per Equity Security)
$2.05 (or the A$ Price, as defined in the offer
document for the rights offer dated 23 February 2026
(the Offer Document))
Letters of entitlement mailed 04/03/2026
Offer open 04/03/2026
Offer close 17/03/2026
Quotation date (if Rights will be quoted) N/A
Allotment date Market open on:
25/03/2026
Section 3: Placement
Number of Equity Securities to be
issued
Approximately 46.5 million ordinary shares
Issue price per Equity Security $2.15
Maximum dollar amount of Equity
Securities to be issued
$100 million
Proposed issue date 27/02/2026
Existing holders eligible to
participate
Y
Related Parties eligible to
participate
Y
Basis upon which participation by
existing Equity Security holders will
be determined
All Institutional Investors (as defined in the Offer
Document) will be invited to participate in the placement.
Certain retail shareholders may be able to participate in
3 of 4
the placement via their brokers who bid for new shares in
the placement on behalf of their retail clients.
Purpose(s) for which the Issuer is
issuing the Equity Securities
Net proceeds from the rights offer and the placement
(together, the Offer) will be initially applied to reduce net
debt and provide financial flexibility to fund Genesis’
growth opportunities across dispatchable firming capacity
and renewable generation capacity, as set out in further
detail in the presentation dated 23 February 2026 in
relation to Genesis and the offer titled “Charging Up to
Accelerate Growth”.
Reason for placement rather than a
pro-rata rights issue or an offer
under a Share Purchase Plan in
which the Issuer’s existing Equity
Security holders would have been
eligible to participate
Genesis has chosen to undertake a placement in
conjunction with a pro rata renounceable rights offer
(including a shortfall bookbuild) to raise capital. The
board has determined that this capital raising structure is
in the best interests of Genesis, after considering
alternative capital raising structures and weighing the
benefits of this capital raising structure against the
expected impact on non-participating shareholders.
In particular, the board elected to pursue a combination of
a placement and rights offer as:
• Execution certainty: alongside the Crown
Participation (as defined in Section 4 below), the Offer
is underwritten, providing certainty as to receipt of the
Offer proceeds;
• Fairness to shareholders: the pro rata nature of the
rights offer provides the opportunity for all eligible
shareholders to take up at least their pro rata portion
of the rights offer. Eligible shareholders who take up
their rights in full will have the opportunity to mitigate
any dilution to their shareholding as a result of the
placement by applying for additional new shares under
the shortfall bookbuild. Additionally, the shortfall
bookbuild represents a generally accepted and fair
method of renunciation to ensure non-participating
and ineligible shareholders have the opportunity to
receive value for their rights;
• Pricing: a placement and pro rata renounceable
rights offer structure allows Genesis to price the Offer
at a smaller discount than would be the case without a
placement. This minimises the dilutionary impact on
non-participating shareholders; and
• Allocation flexibility: allocation flexibility in the
placement will support development of Genesis’ share
register; and
• Simplicity: placements and rights offers are well
understood by market participants.
Equity Securities to be issued
subject to voluntary escrow
N
Number and class of Equity
Securities to be issued that will be
subject to voluntary escrow and the
N/A
4 of 4
date from which they will cease to
be escrowed
Section 4: Lead Manager and Underwriter (mandatory)
Lead Manager(s) appointed Y
Name of Lead Manager(s) Jarden Securities Limited
Fees, commission or other
consideration payable to Lead
Manager(s) for acting as lead
manager(s)
Genesis agrees to pay an aggregated lead management
fee of 0.70% of the total gross proceeds raised under the
placement and rights offer to Jarden Securities Limited.
Underwritten Y
Name of Underwriter(s) Jarden Partners Limited
Extent of underwriting (i.e. amount
or proportion of the offer that is
underwritten)
The Sovereign in right of New Zealand (the Crown) has
committed to subscribe for the number of new shares so
that the Crown has a 51.00% shareholding following
completion of the Offer (the Crown Participation).
The Offer (other than the Crown Participation) is
underwritten by Jarden Partners Limited.
Fees, commission or other
consideration payable to
Underwriter(s) for acting as
underwriter(s)
Genesis agrees to pay an aggregated underwriting fee of
1.50% of the total gross proceeds raised under the Offer
(excluding the Crown Participation).
Genesis agrees to pay the Crown a fee of 0.5% of the
total gross proceeds raised from the Crown under the
Offer through the Crown Participation and agrees to pay
certain of the external costs, expenses, fees and
disbursements incurred by the Crown in connection with
the Offer.
Summary of significant events that
could lead to the underwriting
being terminated
A summary of the significant events that could lead to the
underwriting agreement being terminated is set out under
the heading “Underwriting Agreement” in Part 3 of the
Offer Document.
Section 5: Authority for this announcement (mandatory)
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 23 February 2026
---
This appendix is available as an online form
Only use this form if the online version is not available +Rule 3.20.4, 3.21, 15.3
+ See chapter 19 for defined terms
5 June 2021 Page 1
Appendix 3A.1
Notification of dividend / distribution
Information or documents not available now must be given to ASX as soon as available. Information
and documents given to ASX become ASX’s property and may be made public.
Please note that two or more corporate actions on the same security may not run with different record
dates if the timetables result in overlapping (but not identical) ex-periods. It is permissible to run
different corporate actions with the same record date except in the case of consolidations or splits
which cannot run at the same time as any other corporate action for that entity.
*Denotes minimum information required for first lodgement of this form.
**Denotes information that must be provided on or before business day 0 of the relevant Appendix 6A
or Appendix 7A timetable.
The balance of the information, where applicable, must be provided as soon as reasonably practicable
by the entity.
Where a dividend/distribution is announced at the same time as Appendix 4D, 4E or 4F the online
form relating to the dividend/distribution should be submitted after the Appendix 4D, 4E or 4F and
before other material such as media releases or analyst presentations. Refer to Guidance Note 14
ASX Market Announcements Platform.
Part 1 – Entity and announcement details
Question
no
Question Answer
1.1 *Name of entity GENESIS ENERGY LIMITED
1.2 *Registration type and number
One of ABN/ARSN/ARBN/ACN or other registration
type and number (if “other” please specify what type of
registration number has been provided).
ACN 149509599
1.3 *ASX issuer code GNE
1.4 *The announcement is
Tick whichever is applicable.
☒ New announcement
☐ Update/amendment to previous
announcement
☐ Cancellation of previous announcement
Note: An entity announcing the cancellation, deferral
or reduction of a previously announced dividend or
distribution on a quoted security must include in the
announcement an explanation satisfactory to ASX of
the entity’s reasons for doing so (see rule 3.21). In the
case of a cancellation, this explanation may be
included in the ‘Reason for cancellation’ in the
response to Q1.4c below or in a separate
announcement to the market. In the case of a deferral
or reduction, this explanation may be included in the
‘Reason for update’ in the response to Q1.4a below or
in a separate announcement to the market.
Note that this requirement only applies to actual
dividends/ distributions that the entity has announced
it will pay. It does not apply to an estimated
dividend/distribution on units of listed trusts, units of
quoted ETFs or Managed Funds, or preference
securities provided in response to Q2A.9 where the
final dividend/distribution has yet to be announced.
This appendix is available as an online form Appendix 3A.1
Notification of dividend / distribution
+ See chapter 19 for defined terms
5 June 2021 Page 2
1.4a *Reason for update
Mandatory only if “Update” ticked in Q1.4 above. A
reason must be provided for an update.
1.4b *Date of previous announcement to this
update
Mandatory only if “Update” ticked in Q1.4 above.
1.4c *Reason for cancellation
Mandatory only if “Cancellation” ticked in Q1.4 above.
If information has previously been provided in Part 3D
of the form “Preference security distribution rate
details” please also confirm whether the rate changes
remain in place for the security or are also cancelled.
1.4d *Date of previous announcement to this
cancellation
Mandatory only if “Cancellation” ticked in Q1.4 above.
1.5 *Date of this announcement
The date of lodgement of the form by the entity via
ASX Online.
23 February 2026
1.6
*Applicable ASX
+
security code and
description for dividend / distribution
Please select the security to which the notification
applies. Only one security can be selected for each
form.
ASX
+
security code: GNE
+
Security description: Ordinary fully paid
foreign exempt NZX
This appendix is available as an online form Appendix 3A.1
Notification of dividend / distribution
+ See chapter 19 for defined terms
5 June 2021 Page 3
Part 2 – All dividends / distributions
Part 2A – Basic details
Questio
n No.
Question Answer
2A.1 *Type of dividend/distribution
Each form can only relate to one record date and
payment date but may have multiple types of payment
for example an ordinary and special dividend. Please
note that dividends/distributions on units in listed
trusts, units in quoted ETFs or Managed Funds, and
preference securities are classified as “Ordinary”.
☒ Ordinary (must be cash) Please complete Part
3A.
☐ Special (must be cash) Please complete Part
3B.
☐ Scrip (must be scrip) Please complete Part 3C.
2A.2 *The dividend/distribution:
Tick one only to indicate length of period to which the
dividend/distribution applies. ASX’s system classifies
interim/final dividends/distributions as six monthly if
both are paid. If a final only is paid it is classified as
relating to a period of twelve months. Where a scrip
or special dividend/distribution is paid at the same
time as an ordinary dividend/distribution it has the
same period classification as the ordinary.
If the dividend/distribution is special and/or scrip only
then “does not relate to a specific period within the
financial year in which it was paid” may be applicable.
☐ relates to a period of one month.
☐ relates to a period of one quarter.
☒ relates to a period of six months.
☐ relates to a period of twelve months.
☐ does not relate to a specific period within
the financial year in which it was paid.
2A.3
*The dividend/distribution relates to the
financial reporting or payment period
ended/ending (date)
The period ended date must match the end date of
the reporting period of any Appendix 4D, 4E or 4F
lodged by the entity at the same time as this form and
which includes the details of the dividend/distribution
announced in this form. For dividends/distributions on
units in listed trusts, units in quoted ETFs or Managed
Funds, and preference securities, the period
ended/ending date may correspond to the payment
date and may be a future date. If a special or scrip
dividend/distribution is notified at the same time as
another dividend/distribution which relates to a period
of one month, one quarter, six months or twelve
months then the special or scrip dividend/distribution
will be characterised with the same period type and
will have the same period ended as that
dividend/distribution. If the dividend/distribution is
special and/or scrip only and “does not relate to a
specific period within the financial year in which it was
paid” has been ticked in Q2A.2, then a period ended
date may not be applicable.
31 December 2025
2A.4 *
+
Record date
The record date must be at least four business days
from current date (refer Appendix 6A section 1).
Please note that the record date and ex date cannot
be changed (even to postpone it or cancel it) any later
than 12 noon Sydney time on the day before the
previous ex date advised.
26 February 2026
This appendix is available as an online form Appendix 3A.1
Notification of dividend / distribution
+ See chapter 19 for defined terms
5 June 2021 Page 4
2A.5 *Ex date
The ex date is one business day before record date
(i.e. business day 3 if the record date is business day
4). Refer to Appendix 6A section 1. Securities will
trade “ex” dividend/distribution from the ex date.
Please note that the record date and ex date cannot
be changed (even to postpone it or cancel it) any later
than 12 noon Sydney time on the day before the
previous ex date advised.
25 February 2026
2A.6 *Payment date
The payment date must be after the record date. If
the entity has a dividend or distribution plan, the
payment date must be at least 2 business days after
the record date. Refer to Appendix 6A section 1. For
a scrip dividend/distribution this date will be the same
as the issue date referred to in Q3C.4 of this form.
25 March 2026
2A.7 *Are any of the below approvals required
for the dividend/distribution before
business day 0 of the timetable?
•
+
Security holder approval
• Court approval
• Lodgement of court order with
+
ASIC
• ACCC approval
• FIRB approval
• Another approval/condition external to
the entity required to be given/met
before business day 0 of the timetable
for the dividend/distribution.
If any of the above approvals apply to the
dividend/distribution before business day 0 of the
timetable, please answer ‘yes’ and provide details at
Q2A.7a. If “no” go to Q2A.8.
The purpose of the question is to confirm that relevant
approvals are received prior to ASX establishing an
ex market in the securities. If the entity wishes to
disclose approvals or conditions which are to be
resolved at a later date it should use Part 5 “Further
information”.
No
2A.7a Approvals
Select appropriate approval from drop down box as applicable. More than one approval can be selected. This
question refers only to events which take place before business day 0 of the timetable. The purpose of the
question is to confirm that relevant approvals are received prior to ASX establishing an ex market in the securities.
The “Date for determination” is the date that you expect to know if the approval is given for example the date of the
security holder meeting in the case of security holder approval or the date of the court hearing in the case of court
approval. If the entity wishes to disclose approvals or conditions which are to be resolved at a later date it should
use Part 5 “Further information”.
This appendix is available as an online form Appendix 3A.1
Notification of dividend / distribution
+ See chapter 19 for defined terms
5 June 2021 Page 5
*Approval/condition *Date for
determination
*Is the date
estimated or
actual?
**Approval
received/
condition
met?
Only answer this
question when
you know the
outcome of the
approval –
please advise on
or before
business day 0
of the relevant
Appendix 6A or
Appendix 7A
timetable.
Comments
+
Security holder
approval
☐ Estimated
OR
☐ Actual
☐ Yes
☐ No
Court approval
☐ Estimated
OR
☐ Actual
☐ Yes
☐ No
Lodgement of court
order with
+
ASIC
☐ Estimated
OR
☐ Actual
☐ Yes
☐ No
ACCC approval
☐ Estimated
OR
☐ Actual
☐ Yes
☐ No
FIRB approval
☐ Estimated
OR
☐ Actual
☐ Yes
☐ No
Other (please
specify in
comment section)
☐ Estimated
OR
☐ Actual
☐ Yes
☐ No
2A.8 *Currency in which the dividend/distribution
is made (“primary currency”)
Primary currency will be the currency in which all other
questions relating to the dividend/distribution will
appear excepting those relating to payment in a
different currency. For dividends/distributions paid in a
currency other than AUD please answer 2A.9a-2A.9c.
If the primary currency is NZD please also complete
Part 3F.
NZD – New Zealand Dollar
This appendix is available as an online form Appendix 3A.1
Notification of dividend / distribution
+ See chapter 19 for defined terms
5 June 2021 Page 6
2A.9 *Total dividend/distribution payment
amount per
+
security (in primary currency)
for all dividends/ distributions notified in this
form
This amount should be the total of any Ordinary, Scrip,
Special and Supplementary dividend/distribution
announced using this form. An estimated
dividend/distribution is only permitted in the case of
dividends/distributions on units in listed trusts, units in
quoted ETFs or Managed Funds, and preference
securities.
NZD 0.0730000
Actual
2A.9a AUD equivalent to total dividend/distribution
amount per
+
security
If primary currency is non-AUD.
If more than one dividend/distribution type is included
in this announcement (e.g. ordinary and special), this
total should be the total of those types.
ASX publishes an AUD equivalent amount for non-
AUD dividends/distributions. If this amount is not
provided by the entity it is calculated and published
using the RBA rate of exchange on the day before the
ex date. The entity should only populate this question
if an actual amount is known. If amount not known
please answer 2A.9b. If known go to 2A.9c.
2A.9b If AUD equivalent not known, date for
information to be released
If primary currency is non-AUD.
12 March 2026
2A.9c FX rate (in format AUD rate / primary
currency rate):
If primary currency is non-AUD.
AUD1.00 /
2A.10 *Does the entity have arrangements
relating to the currency in which the
dividend/distribution is paid to
+
security
holders that it wishes to disclose to the
market?
If “yes”, please complete Part 2B.
It is not mandatory to disclose currency arrangements
to the market. In particular, it does not refer to
arrangements made between individual security
holders and the share registry or entity on an ad hoc or
one-off basis and it does not refer to arrangements
offered by the registry independently of the entity.
If the entity intends to disclose currency arrangements
to the market it must do so through this form although
it may supplement the information in the form with
further PDF announcements.
No
2A.11 *Does the entity have a securities plan for
dividends/distributions on this security?
This information is required by Appendix 6A section 1.
More than one option may be selected. If the entity
has a DRP please answer Q2A.11a, if the entity has a
BSP please answer Q2A.11b, if the entity has another
security plan please answer Q2A.11c.
If the entity has a plan but it does not apply to the
security which is the subject of this form the entity
should answer “We do not have a securities plan for
dividends/distributions on this security”.
☒ We have a Dividend/Distribution
Reinvestment Plan (DRP)
☐ We have a Bonus
+
Security Plan or
equivalent (BSP)
☐ We have another
+
security plan (Plan)
☐ We do not have a securities plan for
dividends/distributions on this security
This appendix is available as an online form Appendix 3A.1
Notification of dividend / distribution
+ See chapter 19 for defined terms
5 June 2021 Page 7
2A.11a *If the entity has a DRP, is the DRP
applicable to this dividend/distribution
This information is required by Appendix 6A section 1.
If “yes”, please answer Q2A.11a(i). If “no”, ASX will
assume the DRP is suspended for this
dividend/distribution.
Yes
2A.11a(i)
*DRP Status in respect of this
dividend/distribution
Please select one and complete Part 4A.
Note that “Full DRP” includes plans which may have
limited exceptions for example exclusion of US or
other foreign holders. The term is designed primarily
to distinguish those plans which apply only to specific
subgroups of security holders such as “retail” holders.
☐ DRP for retail
+
security holders only
The entity has a DRP which applies to this
dividend/distribution only for retail security holders.
☒ Full DRP offered
The entity has a DRP which applies to this
dividend/distribution only for all security holders.
☐ DRP subject to
+
security holder approval
The entity has a DRP which is active for this
dividend/distribution subject to security holder
approval.
2A.11b
*If the entity has a BSP, is the BSP
applicable to this
+
dividend/distribution?
This information is required by Appendix 6A section 1.
If “yes”, please answer Q2A.11b(i). If “no”, ASX will
assume the BSP is suspended for this
dividend/distribution.
No
2A.11b(i)
*BSP status in respect of this
dividend/distribution
Please select one and complete Part 4B. If the entity
has a BSP subject to security holder approval please
choose the appropriate box above and make a note of
the approval requirement in “Part 5 Further
information” at the end of this form.
☐ BSP for retail
+
security holders only
The entity has a BSP which applies to this
dividend/distribution only for retail security holders.
☐ Full BSP offered
The entity has a BSP which applies to this
dividend/distribution only for all security holders.
2A.11c *If the entity has another
+
security plan, is
that
+
security plan applicable to this
+
dividend/distribution?
If “yes” please complete Part 4C.
Yes or No
2A.12 *Does the entity have tax component
information apart from franking?
This refers to the information ordinarily provided under
Subdivision 12-H of Schedule 1 to the Tax
Administration Act 1953. If “yes” please complete Part
3E.
No
2A.13 Withholding tax rate applicable to the
dividend/distribution
For non-Australian entities.
ASX only captures the dividend/distribution withholding
tax rate in respect of dividends/distributions paid by
foreign resident listed entities to Australian resident
security holders. If a dividend/distribution is payable to
an Australian resident security holder, please advise
the applicable dividend/distribution withholding tax rate
(assuming no exemptions are sought by and granted
to the holder). Should you wish to provide further
information please use Part 5 - Further information at
the end of this form.
15.000%
This appendix is available as an online form Appendix 3A.1
Notification of dividend / distribution
+ See chapter 19 for defined terms
5 June 2021 Page 8
Part 2B – Currency information
Part 2B to be completed if you answered “yes” to Q2A.10.
Question
No.
Question Answer
2B.1
*Does the entity default to payment in
certain currencies dependent upon certain
attributes such as the banking instruction or
registered address of the
+
security holder?
(For example NZD to residents of New
Zealand and/or USD to residents of the
U.S.A.)
Referred to as “default arrangements”. This does not
exclude other criteria – banking instruction and
registered address are merely provided as examples.
This question should be answered on the basis of the
entity’s policy applicable to all security holders. It does
not refer to arrangements made between individual
security holders and the share registry or entity on an
ad hoc or one-off basis and it does not refer to
arrangements offered by the registry independently of
the entity.
If “yes” please fill out the balance of the questions in
Part 2B. If “no” fill out question 2B.2 only.
Yes or No
2B.2 *Please provide a description of your
currency arrangements
If you have default arrangements please provide an
overview of how the arrangement operates and
answer specific questions below about currencies in
which you pay, whether there is a choice to receive a
currency other than the default, election dates, where
forms can be obtained etc.
If you do not have default arrangements you should
include here a complete description of your currency
arrangements including when and where any currency
election should be submitted. Listed entities in this
category are not required to disclose the currencies in
which they pay or publish the foreign currency
dividend amounts (“payment currency equivalent
amount per security”) or foreign exchange rates. You
do not need to fill out any further questions in Part 2B.
2B.2a Other currency/currencies in which the
dividend/distribution will be paid
If there is more than one payment currency other than
the primary currency it is mandatory to advise the
additional currencies but not mandatory to advise the
payment currency equivalent amount. If the entity
wishes it may advise this amount by way of update
when known. Note: if more than one
dividend/distribution type is included in this
announcement (e.g. ordinary and special), the
payment currency equivalent amount should be the
total of those types and the equivalent of the total
amount in Q2A.9.
*Non primary payment currency:
Payment currency equivalent
amount per
+
security:
2B.2b Please provide the exchange rates used for
non-primary currency payments
2B.2c If payment currency equivalent and
exchange rates not known, date for
information to be released
Estimated or actual
This appendix is available as an online form Appendix 3A.1
Notification of dividend / distribution
+ See chapter 19 for defined terms
5 June 2021 Page 9
2B.3 *Can the
+
security holder choose to receive
a currency different to the currency they
would receive under the default
arrangements?
Yes or No
2B.3a
Please describe what choices are available
to a
+
security holder to receive a currency
different to the currency they would receive
under the default arrangements
For example if the security holder would receive AUD
under the default policy based upon an Australian
bank account being provided, can they change this to
NZD by providing a banking instruction relating to a
New Zealand bank account?
2B.3b *Date and time by which any document or
communication relating to the above
arrangements must be received in order to
be effective for this dividend/distribution
Please enter the time in Sydney time (i.e. AEST or,
when daylight savings is in operation, AEDST) using
24 hour convention e.g. 6.00pm should be entered as
18:00.
2B.3c
Please provide a link to, or indicate where
relevant forms can be obtained and state
how and where they must be lodged.
This appendix is available as an online form Appendix 3A.1
Notification of dividend / distribution
+ See chapter 19 for defined terms
5 June 2021 Page 10
Part 3 – Dividend/distribution amounts per type and other details
Please state amounts in the dividend/distribution primary currency stated at Q2A.9.
Part 3A – Ordinary dividend/distribution
Part 3A to be completed if “Ordinary” selected in Q2A.1.
Question
No.
Question Answer
3A.1 *Is the ordinary dividend/distribution
estimated at this time
If "yes” Q3A.1a and 3A.1a(i) must be completed if “no”
Q3A.1b must be completed upon the first
announcement of a dividend/distribution. An estimate
is only permitted in the case of dividends/ distributions
on units in listed trusts, units in quoted ETFs or
Managed Funds, and preference securities.
No
3A.1a *Ordinary dividend/distribution estimated
amount per
+
security
An estimate is only permitted in the case of
dividends/distributions on units in listed trusts, units in
quoted ETFs or Managed Funds, and preference
securities.
If still prompted insert: NZD
3A.1a(i) *Date that actual ordinary amount will be
announced
Estimated or Actual
3A.1b *Ordinary dividend/distribution amount per
+
security
Please provide the amount in the primary currency.
NZD 0.073000000000
3A.2 *Is the ordinary dividend/distribution
franked?
If “yes”, please answer Q3A.2a. If “no” go straight to
Q3A.3. This question is not mandatory for
dividends/distributions on units in listed trusts, units in
quoted ETFs or Managed Funds, and preference
securities.
No
3A.2a *Is the ordinary dividend/distribution fully
franked?
This question is not mandatory for
dividends/distributions on units in listed trusts, units in
quoted ETFs or Managed Funds, and preference
securities.
No
3A.3 *Percentage of ordinary
dividend/distribution that is franked
Please provide the percentage to which the
dividend/distribution is franked. (if 100% franked, then
100%, if 100% unfranked then 0%). This question is
not mandatory for dividends/distributions on units in
listed trusts, units in quoted ETFs or Managed Funds,
and preference securities.
0%
This appendix is available as an online form Appendix 3A.1
Notification of dividend / distribution
+ See chapter 19 for defined terms
5 June 2021 Page 11
3A.3a *Applicable corporate tax rate for franking
credit (%)
Do not answer for 100% unfranked
dividends/distributions.
Please provide the applicable corporate tax rate. This
question is not mandatory for dividends/distributions
on units in listed trusts, units in quoted ETFs or
Managed Funds, and preference securities.
%
3A.4 *Ordinary dividend/distribution franked
amount per
+
security
Amount of dividend/distribution that is franked. Please
provide the amount in the primary currency. In the
case of dividends announced in conjunction with
Appendix 4D and 4E the franked amount per security
must be provided. This question is not mandatory for
dividends/distributions on units in listed trusts, units in
quoted ETFs or Managed Funds, and preference
securities. If the dividend/distribution is 100%
unfranked please answer “$0.00”. 3A.4 franked
amount + 3A.6 unfranked amount + 3A.7 conduit
foreign income amount should equal 3A.1b
dividend/distribution amount per security.
NZD 0.00
3A.5
*Percentage of ordinary
dividend/distribution that is unfranked
Please provide the percentage to which the
dividend/distribution is unfranked (if 100% unfranked,
then 100%. If 100% franked then 0%). This question
is not mandatory for dividends/distributions on units in
listed trusts, units in quoted ETFs or Managed Funds,
and preference securities.
100.000%
3A.6 *Ordinary dividend/distribution unfranked
amount per
+
security excluding conduit
foreign income amount
Amount of dividend/distribution that is unfranked
excluding any conduit foreign income. Please provide
the amount in the primary currency. This question is
not mandatory for dividends/distributions on units in
listed trusts, units in quoted ETFs or Managed Funds,
and preference securities. If the dividend/distribution
is fully franked please answer “$0.00”. 3A.4 franked
amount + 3A.6 unfranked amount + 3A.7 conduit
foreign income amount should equal 3A.1b
dividend/distribution amount per security.
NZD 0.07300000
3A.7
*Ordinary dividend/distribution conduit
foreign income amount per
+
security
For Australian entities only.
Please provide the amount in the primary currency.
This information is required by Appendix 6A section 1
in respect of dividends. This question is not
mandatory for dividends/distributions on units in listed
trusts, units in quoted ETFs or Managed Funds, and
preference securities. 3A.4 franked amount + 3A.6
unfranked amount + 3A.7 conduit foreign income
amount should equal 3A.1b dividend/distribution
amount per security.
This appendix is available as an online form Appendix 3A.1
Notification of dividend / distribution
+ See chapter 19 for defined terms
5 June 2021 Page 12
Part 3B – Special dividend/distribution
Part 3B to be completed if “Special” selected in Q2A.1.
Question
No.
Question Answer
3B.1 *Is the special dividend/distribution
estimated at this time
If “yes” Q3B.1a and 3B.1a(i) must be completed if “no”
Q3B.1b must be completed upon the first
announcement of a dividend/distribution. An estimate
is only permitted in the case of dividends/ distributions
on units in listed trusts, units in quoted ETFs or
Managed Funds, and preference securities.
Yes or No
3B.1a *Special dividend/distribution estimated
amount per
+
security
An estimate is only permitted in the case of
dividends/distributions on units in listed trusts, units in
quoted ETFs or Managed Funds, and preference
securities. Please answer Q3F.2a(i).
3B.1a(i) *Date that actual special amount per
+
security will be announced
Estimated or Actual
3B.1b *Special dividend/distribution amount per
+
security
Please provide the amount in the primary currency.
3B.2 *Is special dividend/distribution franked?
If “yes” please answer Q3B.2a. If “no” go straight to
Q3B.3. This question is not mandatory for
dividends/distributions on units in listed trusts, units in
quoted ETFs or Managed Funds, and preference
securities.
Yes or No
3B.2a
*Is the special dividend/distribution fully
franked?
This question is not mandatory for
dividends/distributions on units in listed trusts, units in
quoted ETFs or Managed Funds, and preference
securities.
Yes or No
3B.3 *Percentage of special dividend/distribution
that is franked
Please provide the percentage to which the
dividend/distribution is franked. (if 100% franked, then
100%, if 100% unfranked then 0%). This question is
not mandatory for dividends/distributions on units in
listed trusts, units in quoted ETFs or Managed Funds,
and preference securities.
%
3B.3a *Applicable corporate tax rate for franking
credit (%)
Do not answer for 100% unfranked
dividends/distributions.
Please provide the applicable corporate tax rate. This
question is not mandatory for dividends/distributions
on units in listed trusts, units in quoted ETFs or
Managed Funds, and preference securities.
%
This appendix is available as an online form Appendix 3A.1
Notification of dividend / distribution
+ See chapter 19 for defined terms
5 June 2021 Page 13
3B.4 *Special dividend/distribution franked
amount per
+
security
Amount of dividend/distribution that is franked. Please
provide the amount in the primary currency. In the
case of dividends announced in conjunction with
Appendix 4D and 4E the franked amount per security
must be provided. This question is not mandatory for
dividends/distributions on units in listed trusts, units in
quoted ETFs or Managed Funds, and preference
securities. If the dividend/distribution is 100%
unfranked please answer “$0.00”. 3B.4 franked
amount + 3B.6 unfranked amount + 3B.7 conduit
foreign income amount should equal 3B.1b special
dividend/distribution amount per security.
3B.5 *Percentage of special dividend/distribution
that is unfranked
Please provide the percentage to which the
dividend/distribution is unfranked (if 100% unfranked,
then 100%. If 100% franked then 0%). This question
is not mandatory for dividends/distributions on units in
listed trusts, units in quoted ETFs or Managed Funds,
and preference securities.
%
3B.6 *Special dividend/distribution unfranked
amount per +security excluding conduit
foreign income amount
Amount of dividend/distribution that is unfranked.
Please provide the amount in the primary currency.
This question is not mandatory for dividends/
distributions on units in listed trusts, units in quoted
ETFs or Managed Funds, and preference securities. If
the dividend/distribution is 100% franked please
answer “$0.00”. 3B.4 franked amount + 3B.6
unfranked amount + 3B.7 conduit foreign income
amount should equal 3B.1b special
dividend/distribution amount per security.
3B.7 *Special dividend/distribution conduit
foreign income amount per
+
security
For Australian entities only.
Please provide the amount in the primary currency.
This information is required by Appendix 6A section 1
in respect of dividends. This question is not
mandatory for dividends/distributions on units in listed
trusts, units in quoted ETFs or Managed Funds, and
preference securities. 3B.4 franked amount + 3B.6
unfranked amount + 3B.7 conduit foreign income
amount should equal 3B.1b special
dividend/distribution amount per security.
Part 3C – Scrip dividend/distribution
Part 3C to be completed if “Scrip” selected in Q2A.1.
Question
No.
Question Answer
3C.1 *Is the scrip dividend/distribution estimated
at this time
If “yes” Q3C.1a + 3C.1a(i) must be completed if “no”
Q3C.1b must be completed upon the first
announcement of a dividend/distribution. An estimate is
only permitted in the case of dividends/ distributions on
units in listed trusts, units in quoted ETFs or Managed
Funds, and preference securities.
Yes or No
This appendix is available as an online form Appendix 3A.1
Notification of dividend / distribution
+ See chapter 19 for defined terms
5 June 2021 Page 14
3C.1a *Scrip dividend/distribution estimated
amount per
+
security
An estimate is only permitted in the case of
dividends/distributions on units in listed trusts, units in
quoted ETFs or Managed Funds, and preference
securities.
3C.1a(i)
*Date that actual scrip amount will be
announced
3C.1b *Scrip dividend/distribution amount per
+
security
Please provide the amount in the primary currency in
dollar denomination (or foreign currency equivalent for
foreign currency dividends/distributions).
3C.2 *Scrip ratio
For example where you pay one security for each five
securities held, the answer is every 01.00 scrip
dividend/distribution security will be paid for each 05.00
securities held.
the scrip dividend/distribution will be on the
basis that
___________________
+
security (/ies) will
be paid for
every
___________________
+
security (/ies) held
3C.3 *Scrip fraction rounding
Please select the appropriate description of how
fractions will be handled. If you do not have a rounding
policy please choose “Fractions rounded down to the
nearest whole number or fractions disregarded”.
☐ Fractions rounded up to the next whole
number
☐ Fractions rounded down to the nearest
whole number or fractions disregarded
☐ Fractions sold and proceeds distributed
☐ Fractions of 0.5 and over rounded up
☐ Fractions over 0.5 rounded up
3C.4 Scrip dividend/distribution
+
securities
+
issue
date
This is the date on which the scrip dividend securities
are entered into the holdings of holders entitled to the
dividend/distribution. This is usually the same as the
payment date –Q2.A6.
3C.5 *Will the scrip dividend/distribution
+
securities be a new issue
If “yes” please answer Q3C.5a. If “no” go straight to
Q3C.6.
Yes or No
3C.5a *Do the scrip dividend/distribution
+
securities
rank pari passu from
+
issue date?
Pari passu means “on an equal footing” for example if
the securities will not receive an upcoming payment that
existing securities in the same class will receive, they
do not rank pari passu. If “yes” please answer Q3C.5b.
If “no” go straight to Q3C.6.
Yes or No
3C.5b *Non-ranking period end date
The date at the end of the dividend/distribution period
(i.e. the period specified in item 2A.3 or another period
as the case may be) after which the issued securities
rank equal (i.e. pari passu) for the next announced
dividend/distribution. For example, if the new securities
are not entitled to participate in a dividend announced
for the period ending 30 June 2013, but are entitled to
any dividend announced thereafter, then the answer to
this question is 30 June 2013.
This appendix is available as an online form Appendix 3A.1
Notification of dividend / distribution
+ See chapter 19 for defined terms
5 June 2021 Page 15
3C.6 *Is scrip dividend/distribution franked
If “yes” please answer Q3C.6a. If “no” go straight to
Q3C.7. This question is not mandatory for
dividends/distributions on units in listed trusts, units in
quoted ETFs or Managed Funds, and preference
securities.
Yes or No
3C.6a *Is the scrip dividend/distribution fully
franked
This question is not mandatory for
dividends/distributions on units in listed trusts, units in
quoted ETFs or Managed Funds, and preference
securities.
Yes or No
3C.7 *Percentage of scrip dividend/distribution
that is franked
Please provide the percentage to which the
dividend/distribution is franked. (if 100% franked, then
100%, if 100% unfranked then 0%). This question is
not mandatory for dividends/distributions on units in
listed trusts, units in quoted ETFs or Managed Funds,
and preference securities.
%
3C.7a *Applicable corporate tax rate for franking
credit (%)
Do not answer for 100% unfranked
dividends/distributions.
Please provide the applicable corporate tax rate. This
question is not mandatory for dividends/distributions on
units in listed trusts, units in quoted ETFs or Managed
Funds, and preference securities.
%
3C.8 *Scrip dividend/distribution franked amount
per
+
security
Amount of dividend/distribution that is franked. Please
provide the amount in the primary currency. In the case
of dividends announced in conjunction with Appendix
4D and 4E the franked amount per security must be
provided. This question is not mandatory for
dividends/distributions on units in listed trusts, units in
quoted ETFs or Managed Funds, and preference
securities. If the dividend/distribution is 100%
unfranked please answer “$0.00”. 3C.8 franked amount
+ 3C.10 unfranked amount + 3C.11 conduit foreign
income amount should equal 3C.1b scrip
dividend/distribution amount per security.
3C.9 *Percentage of scrip dividend/distribution
that is unfranked
Please provide the percentage to which the
dividend/distribution is unfranked (if 100% unfranked,
then 100%. If 100% franked then 0%). This question is
not mandatory for dividends/distributions on units in
listed trusts, units in quoted ETFs or Managed Funds,
and preference securities.
%
3C.10 *Scrip dividend/distribution unfranked
amount per
+
security excluding conduit
foreign income amount
Amount of dividend/distribution that is unfranked.
Please provide the amount in the primary currency.
This question is not mandatory for
dividends/distributions on units in listed trusts, units in
quoted ETFs or Managed Funds, and preference
securities. If the dividend/distribution is fully franked
please answer “$0.00”. 3C.8 franked amount + 3C.10
unfranked amount + 3C.11 conduit foreign income
This appendix is available as an online form Appendix 3A.1
Notification of dividend / distribution
+ See chapter 19 for defined terms
5 June 2021 Page 16
amount should equal 3C.1b scrip dividend/distribution
amount per security.
3C.11
*Scrip dividend/distribution conduit foreign
income amount per
+
security
For Australian entities only.
Please provide the amount in the primary currency.
This information is required by Appendix 6A section 1 in
respect of dividends. This question is not mandatory for
dividends/distributions on units in listed trusts, units in
quoted ETFs or Managed Funds, and preference
securities. Not applicable for non- Australian entities.
3C.8 franked amount + 3C.10 unfranked amount +
3C.11 conduit foreign income amount should equal
3C.1b scrip dividend/distribution amount per security.
Part 3D – Preference
+
security distribution rate details
Part 3D to be completed if the dividend/distribution is for a preference
+
security.
Question
No.
Question Answer
3D.1 Start date of payment period
The day specified should be the first day included in the
interest period.
3D.2 End date of payment period
The day specified should be the last day included in the
interest period.
3D.3 Date dividend/distribution rate is set
3D.4 Describe how the date that
dividend/distribution rate is set is determined
Please describe how the date for setting the
dividend/distribution date is determined, for example the
first day of each quarter of the calendar year.
3D.5
Number of days in the dividend/distribution
period
3D.6 Dividend/distribution base rate
%
3D.7 Comments on how dividend/distribution
base rate is set
You may provide information on how the base rate is
set.
3D.8 Dividend/distribution margin
%
3D.9 Comments on how dividend/distribution
margin is set
You may provide information on how the margin is set.
This appendix is available as an online form Appendix 3A.1
Notification of dividend / distribution
+ See chapter 19 for defined terms
5 June 2021 Page 17
3D.10 Any other rate used in calculating
dividend/distribution rate
Any other rate used in calculating the
dividend/distribution rate, other than the base rate and
margin, for the securities – expressed as a
percentage. This may be a positive or negative
number. Together the base rate, margin and other
rate should add up to the total dividend/distribution
rate for the period.
%
3D.11
Comments on how other rate used in
calculating dividend/distribution rate is set
3D.12 Total dividend/distribution rate for the
period (pa)
Please provide the total dividend/distribution payment
rate (per annum). The rate should be the addition of
base rate, margin and any other rate applied in
calculating total dividend/distribution rate.
%
3D.13 Comment on how total distribution rate is
set
Part 3E – Other – distribution components / tax
Part 3E to be completed if you answered “yes” to Q2A.12.
Question
No.
Question Answer
3E.1 Please indicate where and when
information about tax components can be
obtained (you may enter a url)
If the entity is required to provide information regarding
taxation, for example the notice for the purpose of
Subdivision 12-H of Schedule 1 of the Taxation
Administration Act 1953 (Cth), please indicate here
where it may be found and/or when the entity expects
to announce this information.
3E.2
Please indicate the following information if applicable. (Refer Annual Investment Income
Report (AIIR) specification for further information)
Field Name AIIR
Specification
Reference
Value Estimated/Actual
If a value is entered in the
previous column you must
indicate if this value is
estimated or actual
Interest 9.79
☐ Estimated
OR
☐ Actual
Unfranked dividends not declared
to be conduit foreign income
9.80
☐ Estimated
OR
☐ Actual
This appendix is available as an online form Appendix 3A.1
Notification of dividend / distribution
+ See chapter 19 for defined terms
5 June 2021 Page 18
Unfranked dividends declared to
be conduit foreign income
9.81
☐ Estimated
OR
☐ Actual
Assessable foreign source income 9.91
☐ Estimated
OR
☐ Actual
Tax-free amounts 9.96
☐ Estimated
OR
☐ Actual
Tax-deferred amounts 9.97
☐ Estimated
OR
☐ Actual
Managed investment trust fund
payments
9.105
☐ Estimated
OR
☐ Actual
Franked distributions from trusts 9.120
☐ Estimated
OR
☐ Actual
Gross cash distribution 9.121
☐ Estimated
OR
☐ Actual
Interest exempt from withholding 9.122
☐ Estimated
OR
☐ Actual
Capital Gains discount method –
Non-Taxable Australian property
9.124
☐ Estimated
OR
☐ Actual
Capital Gains other Non-Taxable
Australian property
9.126
☐ Estimated
OR
☐ Actual
This appendix is available as an online form Appendix 3A.1
Notification of dividend / distribution
+ See chapter 19 for defined terms
5 June 2021 Page 19
Other income 9.130
☐ Estimated
OR
☐ Actual
Royalties 9.135
☐ Estimated
OR
☐ Actual
NCMI
☐ Estimated
OR
☐ Actual
Excluded from NCMI
☐ Estimated
OR
☐ Actual
Part 3F – NZD dividend/distribution – supplementary dividend/distribution
Part 3F to be completed for dividends/distributions whose primary currency is NZD.
Question
No.
Question Answer
3F.1 Is a supplementary dividend/distribution
payable?
If “yes please answer 3F.2, if “no”, Q3F.2 – 3F.7 are
not applicable.
Yes
3F.2 Is the supplementary dividend/distribution
estimated at this time?
If “yes” please answer Q3F.2a(i) and Q3F.2a(ii). If
“no” go to Q3F.2b. Please answer either Q3f.2a and
3F.2a(i), or Q3F.2b. An estimate is only permitted in
the case of dividends/distributions on units in listed
trusts, units in quoted ETFs or Managed Funds, and
preference securities.
No
3F.2a Supplementary dividend/distribution
estimated amount per
+
security
Please provide the amount in NZD. Please answer
Q3F.2a(i). An estimate is only permitted in the case of
dividends/distributions on units in listed trusts, units in
quoted ETFs or Managed Funds, and preference
securities.
3F.2a(i) Date that actual supplementary
dividend/distribution amount per
+
security
will be announced
Estimated or actual
3F.2b Supplementary dividend/distribution
amount per
+
security
Please provide the amount in NZD. Please answer
either 3Qf.2a and 3F.2a(i),- or Q3F.2b.
NZD 0.01288235
This appendix is available as an online form Appendix 3A.1
Notification of dividend / distribution
+ See chapter 19 for defined terms
5 June 2021 Page 20
3F.3 Is the supplementary dividend/distribution
franked?
No
3F.3a Is the supplementary dividend/distribution
fully franked?
No
3F.4 Percentage of supplementary
dividend/distribution that is franked
Please provide the percentage to which the
dividend/distribution is franked. (if 100% franked, then
100%, if 100% unfranked then 0%).
0.000%
3F.4a
Applicable corporate tax rate for franking
credit (%)
Do not answer for 100% unfranked
dividends/distributions.
Please provide the applicable corporate tax rate.
%
3F.5 Supplementary dividend/distribution
franked amount per
+
security
Amount of dividend/distribution that is franked. Please
provide the amount in the primary currency. In the
case of dividends announced in conjunction with
Appendix 4D and 4E the franked amount per security
must be provided. If the dividend/distribution is 100%
unfranked please answer “$0.00”. 3F.5 franked
amount + 3F.7 unfranked amount should equal 3F.2b
supplementary dividend/distribution amount per
security.
NZD 0.000
3F.6 Percentage of supplementary
dividend/distribution that is unfranked
Please provide the percentage to which the
dividend/distribution is unfranked (if 100% unfranked,
then 100%).
100.000%
3F.7
Supplementary dividend/distribution
unfranked amount per
+
security
Amount of dividend/distribution that is franked. Please
provide the amount in the primary currency. In the
case of dividends announced in conjunction with
Appendix 4D and 4E the franked amount per security
must be provided. If the dividend/distribution is 100%
unfranked please answer “$0.00”. 3F.5 franked
amount + 3F.7 unfranked amount should equal 3F.2b
supplementary dividend/distribution amount per
security.
NZD 0.01288235
This appendix is available as an online form Appendix 3A.1
Notification of dividend / distribution
+ See chapter 19 for defined terms
5 June 2021 Page 21
Part 4 – Dividend/distribution Reinvestment Plan (DRP) / Bonus
+
Security
Plan (BSP) / Other Plan
Currencies used in this part are primary currency as advised at Q2A.8.
Part 4A – Dividend/distribution Reinvestment Plan (DRP)
Part 4A to be completed if “DRP” selected at Q2A.11 and you answered “yes” to Q2A.11a – “the DRP
applies to this dividend/distribution”.
Question
No.
Question Answer
4A.1 *What is the default option if
+
security
holders do not indicate whether they want
to participate in the DRP?
☐ Participation in DRP (i.e.
+
securities
issued)
☒ Do not participate in DRP (i.e. cash
payment)
4A.2 *Last date and time for lodgement of
election notices to share registry under
DRP
This information is required by Appendix 6A section 1.
Appendix 6A mandates a last election date of at least
1 business day after the record date. Please enter the
time in Sydney time (i.e. AEST or, when daylight
savings is in operation, AEDST); using 24 hour
convention e.g. 6.00pm should be entered as 18:00.
27 February 2026
4A.3 *DRP discount rate
This information is required by Appendix 6A section 1.
If there is no discount please answer “0%”. One of
either Q4A.3 or Q4A.4 must be answered.
The lower of: (i) the 5-day volume weighted
average price (VWAP), with no discount, in
accordance with rules set out in the Genesis
Energy Dividend Reinvestment Plan Offer
Document dated 28 August 2019 (the DRP
Rules); and (ii) the price for the Rights Offer
component of Genesis’ NZD 400m equity
raise announced on 23 February 2026.
4A.4 *Period of calculation of reinvestment price
This information is required by Appendix 6A section 1.
One of either Q4A.3 or Q4A.4 must be answered. If
you do not know the dates for calculating the
reinvestment price but can describe the methodology
please answer question Q4A.5.
Start date: 25 February 2026
End date: 3 March 2026
4A.5 *DRP price calculation methodology
Please describe the methodology for determining the
DRP period of calculation of reinvestment price or for
calculating the DRP price where another methodology
is used.
The lower of: (i) the VWAP, with no discount,
in accordance with the DRP Rules; and (ii)
the price for the Rights Offer component of
Genesis’ NZD 400m equity raise that was
announced on 23 February 2026.
4A.6 DRP price (including any discount)
Please provide the amount in the primary currency.
To be announced on 4 March 2026
4A.7 DRP
+
securities
+
issue date
This date is the date on which the DRP securities are
entered into the holdings of DRP participants. This is
usually the same as the payment date –Q2A.6. The
issue of any new securities under any dividend or
distribution plan should be no later than 5 business
days after the payment date of the dividend per
Appendix 6A section 1.
25 March 2026
This appendix is available as an online form Appendix 3A.1
Notification of dividend / distribution
+ See chapter 19 for defined terms
5 June 2021 Page 22
This appendix is available as an online form Appendix 3A.1
Notification of dividend / distribution
+ See chapter 19 for defined terms
5 June 2021 Page 23
4A.8 *Will DRP
+
securities be a new issue?
If “yes” please answer Q4A.8a, if “no” go to Q4A.9.
If the securities are a new issue, the entity must apply
for quotation of the securities using an Appendix 2A
per Appendix 6A section 1.
Yes
4A.8a *Do DRP
+
securities rank pari passu from
+
issue date
Pari passu means “on an equal footing” for example if
the securities will not receive an upcoming payment
that existing securities in the same class will receive,
they do not rank pari passu. If “no” please answer
Q4A.8b, if “yes” go to Q4A.9.
Yes
4A.8b *Non-ranking period end date
The date at the end of the dividend/distribution period
(i.e. the period specified in item 2A.3 or another period
as the case may be) after which the issued securities
rank equal (i.e. pari passu) for the next announced
dividend/distribution. For example, if the new
securities are not entitled to participate in a dividend
announced for the period ending 30 June 2013, but
are entitled to any dividend announced thereafter, then
the answer to this question is 30 June 2013.
4A.9 Is there a minimum dollar amount or
number of
+
securities required for DRP
participation?
If “yes”, please answer Q4A.9a-4A.9b, if “no” go to
4A.10.
No
4A.9a Minimum number of
+
securities required for
DRP participation
4A.9b Minimum amount for DRP participation
Please provide the amount in the primary currency.
4A.10 Is there a maximum dollar amount or
number of
+
securities required for DRP
participation?
If “yes”, please answer Q4A.10a - Q4A.10d, if “no” go
to 4A.11.
No
4A.10a Maximum number of
+
securities required for
DRP participation
4A.10b Maximum amount for DRP participation
Please provide the amount in the primary currency.
4A.10c
Maximum amount/or number for DRP
participation will be applied at beneficial
level
For example if a trustee holds for more than one
beneficial owner can the trustee apply for each
beneficial owner to have the maximum applied to their
beneficial entitlement instead of the maximum being
applied to the registered holding of the trustee?
Yes or No
4A.10d
Instructions regarding application of limits
at beneficial level
Please provide instructions for trustees to notify
beneficial holdings for the purpose of applying DRP
limits.
This appendix is available as an online form Appendix 3A.1
Notification of dividend / distribution
+ See chapter 19 for defined terms
5 June 2021 Page 24
4A.11 Are there any other conditions applying to
DRP participation?
If “yes”, please answer Q4A.11a, if “no” go to 4A.12.
Yes
4A.11a Conditions for DRP participation
Please describe any other conditions for participation
in the DRP for example residence in a certain country.
The DRP is only available to holders of
shares whose registered address is in New
Zealand or Australia. The full terms and
conditions of the DRP are set out in the DRP
Rules. See below for a link to a copy of the
DRP Rules.
4A.12 Link to a copy of the DRP rules
Please provide a url link to the DRP rules.
https://www.genesisenergy.co.nz/investor/div
idends
4A.13 Further information about the DRP
Part 4B –Bonus
+
Security Plan or equivalent (BSP)
Part 4B to be completed if “BSP” selected at Q2A.11 and you answered “yes” to Q2A.11b – “the BSP
applies to this dividend/distribution”.
Question
No.
Question Answer
4B.1 *What is the default option if
+
security
holders do not indicate whether they want
to participate in the BSP?
☐ Participation in BSP (i.e.
+
securities
issued)
☐ Do not participate in BSP(i.e. cash
payment)
4B.2 *Last date and time for lodgement of
election notices to share registry under
BSP
This information is required by Appendix 6A section 1.
Appendix 6A mandates a last election date of at least
1 business day after the record date. Please enter the
time in Sydney time (i.e. AEST or, when daylight
savings is in operation, AEDST); using 24 hour
convention e.g. 6.00pm should be entered as 18:00.
4B.3 *BSP discount rate
This information is required by Appendix 6A section 1.
If there is no discount please answer “0%”. One of
either Q4B.3 or Q4B.4 must be answered.
%
4B.4 *Period of calculation of BSP price
This information is required by Appendix 6A section 1.
One of either Q4B.3 or Q4B.4 must be answered. If
you do not know the dates for calculating the BSP
price but can describe the methodology please answer
question Q4B.5.
Start date:
End date:
4B.5 *BSP price calculation methodology
Please describe the methodology for determining the
period of calculation of BSP price or for calculating the
BSP price where another methodology is used.
4B.6 BSP price (including any discount)
Please provide the amount in the primary currency.
This appendix is available as an online form Appendix 3A.1
Notification of dividend / distribution
+ See chapter 19 for defined terms
5 June 2021 Page 25
4B.7 BSP
+
securities
+
issue date
This date is the date on which the BSP securities are
entered into the holdings of BSP participants. This is
usually the same as the payment date – Q2A.6. The
issue of any new securities under any dividend or
distribution plan should be no later than 5 business
days after the payment date of the dividend per
Appendix 6A section 1.
4B.8 *Will BSP
+
securities be a new issue
If “yes” please answer Q4B.8a, if “no” go to Q4B.9.
If the securities are a new issue, the entity must apply
for quotation of the securities using an Appendix 2A
per Appendix 6A section 1.
Yes or No
4B.8a *Do BSP
+
securities rank pari passu from
+
issue date?
Pari passu means “on an equal footing” for example if
the securities will not receive an upcoming payment
that existing securities in the same class will receive,
they do not rank pari passu. If “no” please answer
Q4B.8b, if “yes” go to Q4B.9.
Yes or No
4B.8b *Non-ranking period end date
The date at the end of the dividend/distribution period
(i.e. the period specified in item 2A.3 or another
rperiod as the case may be) after which the issued
securities rank equal (i.e. pari passu) for the next
announced dividend/distribution. For example, if the
new securities are not entitled to participate in a
dividend announced for the period ending 30 June
2013, but are entitled to any dividend announced
thereafter, then the answer to this question is 30 June
2013.
4B.9 Is there a minimum dollar amount or
number of
+
securities required for BSP
participation
If “yes”, answer Q4B.9a – 4B.9b, if “no” go to 4B.10.
Yes or No
4B.9a Minimum number of
+
securities required for
BSP participation
4B.9b Minimum amount for BSP participation
Please provide the amount in the primary currency.
4B.10 Is there a maximum dollar amount or
number of
+
securities required for BSP
participation?
If “yes”, please answer Q4B.10a - 4B.10d, if “no” go to
4B.11.
Yes or No
4B.10a Maximum number of
+
securities required for
BSP participation
4B.10b Maximum amount for BSP participation
Please provide the amount in the primary currency.
This appendix is available as an online form Appendix 3A.1
Notification of dividend / distribution
+ See chapter 19 for defined terms
5 June 2021 Page 26
4B.10c Maximum amount/or number for BSP
participation will be applied at beneficial
level
For example if a trustee holds for more than one
beneficial owner can the trustee apply for each
beneficial owner to have the maximum applied to their
beneficial entitlement instead of the maximum being
applied to the registered holding of the trustee?
Yes or No
4B.10d Instructions regarding application of limits
at beneficial level
Please provide instructions for trustees to notify
beneficial holdings for the purpose of applying BSP
limits.
4B.11 Are there any other conditions applying to
BSP participation
If “yes”, please answer Q4B.11a, if “no” go to 4B.12.
Yes or No
4B.11a Conditions for BSP participation
Please describe any other conditions for participation
in the BSP for example residence in a certain country.
4B.12 Link to a copy of the BSP rules
Please provide a url link to the BSP rules.
4B.13 Further information about the BSP
Part 4C – Other Plan
Part 4C to be completed if “another plan” selected at Q2A.11 and you answered “yes” to Q2A.11c –
“the Plan applies to this dividend/distribution”.
Question
No.
Question Answer
4C.1 *Name of the Plan
4C.2
*What is the default option if
+
security
holders do not indicate whether they want
to participate in the Plan?
☐ Participation in Plan (i.e.
+
securities
issued)
☐ Do not participate in Plan (i.e. cash
payment)
4C.3 *Last date and time for lodgement of
election notices to share registry under
Plan
This information is required by Appendix 6A section 1.
Appendix 6A mandates a last election date of at least
1 business day after the record date. Please enter the
time in Sydney time (i.e. AEST or, when daylight
savings is in operation, AEDST); using 24 hour
convention e.g. 6.00pm should be entered as 18:00.
4C.4 *Plan discount rate
If there is no discount please answer “0%”. One of
either Q4C.4 or Q4C.5 must be answered.
%
This appendix is available as an online form Appendix 3A.1
Notification of dividend / distribution
+ See chapter 19 for defined terms
5 June 2021 Page 27
4C.5 *Period of calculation of Plan price
One of either Q4C.4 or Q4C.5 must be answered. If
you do not know the dates for calculating the Plan
price but can describe the methodology please answer
question Q4C.5.
Start date:
End date:
4C.6 *Plan price calculation methodology
Please describe the methodology for determining the
period of calculation of Plan price or for calculating the
Plan price where another methodology is used.
4C.7 Plan price (including any discount)
Please provide the amount in the primary currency.
4C.8 Plan
+
securities
+
issue date
This date is the date on which the Plan securities are
entered into the holdings of Plan participants. This is
usually the same as the payment date – Q2A.6. The
issue of any new securities under any dividend or
distribution plan should be no later than 5 business
days after the payment date of the dividend per
Appendix 6A section 1.
4C.9 *Will Plan
+
securities be a new issue
If “yes” please answer Q4C.9a, if “no” go to 4C.10.
If the securities are a new issue, the entity must apply
for quotation of the securities using an Appendix 2A
per Appendix 6A section 1.
Yes or No
4C.9a
*Do Plan
+
securities rank pari passu from
+
issue date?
Pari passu means “on an equal footing” for example if
the securities will not receive an upcoming payment
that existing securities in the same class will receive,
they do not rank pari passu. If “no” please answer
Q4C.9b, if “yes” go to Q4C.10.
Yes or No
4C.9b *Non-ranking period end date
The date at the end of the dividend/distribution period
(i.e. the period specified in item 2A.3 or another period
as the case may be) after which the issued securities
rank equal (i.e. pari passu) for the next announced
dividend/distribution. For example, if the new
securities are not entitled to participate in a dividend
announced for the period ending 30 June 2013, but
are entitled to any dividend announced thereafter, then
the answer to this question is 30 June 2013.
4C.10
Is there a minimum dollar amount or
number of
+
securities required for Plan
participation?
If “yes”, please answer Q4C.10a – 4C.10b, if “no” go
to 4C.11.
Yes or No
4C.10a
Minimum number of
+
securities required for
Plan participation
4C.10b Minimum amount for Plan participation
Please provide the amount in the primary currency.
This appendix is available as an online form Appendix 3A.1
Notification of dividend / distribution
+ See chapter 19 for defined terms
5 June 2021 Page 28
4C.11 Is there a maximum dollar amount or
number of
+
securities required for Plan
participation?
If “yes”, please answer Q4C.11a - 4C.11d, if “no” go
to 4C.12.
Yes or No
4C.11a Maximum number of
+
securities required for
Plan participation
4C.11b Maximum amount for Plan participation
Please provide the amount in the primary currency.
4C.11c
Maximum amount/or number for Plan
participation will be applied at beneficial
level
For example if a trustee holds for more than one
beneficial owner can the trustee apply for each
beneficial owner to have the maximum applied to their
beneficial entitlement instead of the maximum being
applied to the registered holding of the trustee?
Yes or No
4C.11d Instructions regarding application of limits
at beneficial level
Please provide instructions for trustees to notify
beneficial holdings for the purpose of applying Plan
limits.
4C.12 Are there any other conditions applying to
Plan participation?
If “yes”, please answer Q4C.12a, if “no” go to 4C.13.
Yes or No
4C.12a Conditions for Plan participation
Please describe any other conditions for participation
in the Plan for example residence in a certain country.
4C.13 Link to a copy of the Plan rules
Please provide a url link to the Plan rules.
4C.14 Further information about the Plan
Part 5 – Further Information
Question
No.
Question Answer
5.1
Please provide any further information
applicable to this dividend/distribution
N/A
Introduced 22/09/14; amended 29/06/15; 01/12/19; 18/07/20; 05/06/21
---
23 February 2026
(k)(Governing Law): This letter will be governed by and construed in accordance with the
laws of New Zealand.
Please sign a copy of this letter where indicated below to confirm the Company’s agreement
to the terms and conditions set out above.
Signed by The Sovereign in right of New Zealand, acting by and through the Minister
of Finance and Minister for State Owned Enterprises
___________________________
Name: Hon Nicola Willis, Minister of Finance
___________________________
Name: Hon Simeon Brown, Minister for State Owned Enterprises
Acknowledged and agreed by Genesis Energy Limited
___________________________
Name: Barbara Chapman CNZM
Title: Chair
________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
---
Offer Document
Genesis Energy Rights Offer
This is an important document. You should
read the whole document before deciding
what action to take with your Rights. If you
have any doubts as to what you should do,
please consult your broker or your financial,
investment or other professional adviser.
This Offer Document may not be distributed
outside New Zealand or Australia, except to
certain institutional and professional investors
in such other countries and to the extent
contemplated in this Offer Document.
NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN WHOLE OR IN PART IN
OR INTO THE UNITED STATES
23 February 2026
Go to www.shareoffer.co.nz/genesis
for more information and to apply
Important information ............................. 02
Letter from the Chair ............................... 06
Part 1: Key details .................................... 08
Part 2: Key dates ..................................... 10
Part 3: Terms of the Rights Offer ............ 12
Part 4: Glossary ....................................... 23
Part 5: Directory ...................................... 27
Contents
GENESIS OFFER DOCUMENT2
General information
This Offer Document has been prepared by Genesis
Energy Limited (Genesis) in connection with a 1 for 7.9 pro
rata renounceable rights offer of New Shares, followed
by a shortfall bookbuild process (the Rights Offer).
The Rights Offer is underwritten, excluding the Crown
Participation.
The Rights Offer is made to Eligible Shareholders in
New Zealand pursuant to the exclusion in clause 19
of Schedule 1 of the New Zealand Financial Markets
Conduct Act 2013 (the FMCA).
The Rights Offer is made to Eligible Shareholders in
Australia in reliance on sections 708AA and 708A of
the Corporations Act 2001 (Cth) (Corporations Act),
as modified by Australian Securities and Investments
Commission (ASIC) Corporations (Non-Traditional Rights
Issues) Instrument 2016/84 and Instrument 26-0141.
This Offer Document is not a product disclosure
statement or prospectus for the purposes of the FMCA
or the Corporations Act or any other law, has not been
lodged with the FMA or ASIC, and does not contain all of
the information that an investor would find in a product
disclosure statement or prospectus or which may be
required to make an informed decision about the Rights
Offer or Genesis.
Further important information
A presentation titled “Charging Up to Accelerate Growth”
providing further important information in relation to
Genesis and the Offer has been published by Genesis on
23 February 2026 (the Investor Presentation).
A copy of the Investor Presentation and other important
information released on 23 February 2026, as well as
other publicly available information referred to in this
Offer Document, are available at www.nzx.com and
www.asx.com.au under the ticker code “GNE”.
The Investor Presentation includes details of the rationale
for the Offer and explains in more detail the expected
impact of the Offer, including a non-exhaustive summary
of certain key risks associated with Genesis and the Offer.
You should read the Investor Presentation in full, as it
contains important information to assist you in making
an investment decision in respect of the Rights Offer. In
particular, you should read and consider Appendix A of
the Investor Presentation (“Key risks”) before making an
investment decision.
Important information
Apply online at www.shareoffer.co.nz/genesis by 17 March 2026
GENESIS OFFER DOCUMENT3
Market risk
The market price for the Shares may change materially
between the date the Rights Offer opens, the date you
apply for New Shares under the Rights Offer, and the date
on which the Shares are allotted to you. Accordingly:
• the price paid for New Shares under the Rights Offer
may be higher or lower than the price at which Shares
are trading on the NZX Main Board or ASX at the time
New Shares are issued under the Rights Offer;
• the market price of Shares following allotment may be
higher or lower than the Rights Offer Price; and
• it is possible that up to or after the Allotment Date, you
may be able to buy Shares at a lower price than the
Rights Offer Price.
Any changes in the market price of Shares will not affect
the Rights Offer Price.
If you have any doubts as to what you should do, please
consult your broker, financial, investment or other
professional adviser.
Withdrawal and date changes
Subject to compliance with all applicable laws, Genesis
reserves the right at any time at its absolute discretion to:
• withdraw all or any part of the Offer (either generally
or in particular cases) (for example, the Placement
could proceed but the Rights Offer could be
withdrawn, or the Rights Offer could proceed but the
Shortfall Bookbuild could be withdrawn) and the issue
of any New Shares under the Offer; and/or
• alter any dates or times set out in this Offer Document.
Additional information available
under Genesis’ continuous
disclosure obligations
Genesis is subject to continuous disclosure obligations
under the NZX Listing Rules which require it to notify
certain material information to NZX. The ASX Listing
Rules also require that Genesis immediately provides to
ASX all the information which it provides to NZX that is,
or is to be, made public. Market releases by Genesis are
available at www.nzx.com and www.asx.com.au under
the ticker code “GNE”.
Genesis recommends that you read its market releases
lodged with NZX and ASX, including its market
announcements (together with the materials attached to
those announcements) regarding:
• the Offer released on 23 February 2026 (including
the Investor Presentation accompanying the
announcement);
• a copy of the letter recording the Crown Participation
released on 23 February 2026;
• Genesis’ interim report and interim results presentation
for the six months ended 31 December 2025 released
on 23 February 2026;
• Genesis’ most recent annual report and annual results
presentation for the year ended 30 June 2025 released
on 26 August 2025; and
• Genesis’ 2025 Investor Day presentations released on
26 November 2025.
Genesis may, during the period of the Rights Offer,
make additional releases to NZX and ASX. Shareholders
should monitor Genesis’ market announcements during
the period of the Rights Offer. To the maximum extent
permitted by law, no release by Genesis to NZX or ASX
will permit an applicant to withdraw any previously
submitted application without Genesis’ prior written
consent.
GENESIS OFFER DOCUMENT4
Forward-looking statements
This Offer Document contains certain forward-looking
statements such as indications of, and guidance on,
future earnings and financial position and performance.
Forward-looking statements can generally be identified
by use of words such as “approximate”, “project”,
“foresee”, “plan”, “target”, “seek”, “expect”, “aim”, “intend”,
“anticipate”, “believe”, “estimate”, “may”, “should”, “will”,
“objective”, “assume”, “guidance”, “outlook” or similar
expressions. This also includes statements regarding the
timetable, conduct and outcome of the Offer and the use
of proceeds thereof, statements about the plans, targets,
objectives and strategies of Genesis, statements about
the future performance of, and outlook for, Genesis’
business. Any indications of, or guidance or outlook on,
future earnings or financial position or performance and
future distributions are also forward-looking statements.
All such forward-looking statements involve known and
unknown risks, significant uncertainties, judgements,
assumptions, contingencies, and other factors, many
of which are outside the control of Genesis, which may
cause the actual results or performance of Genesis
to be materially different from any future results or
performance expressed or implied by such forward-
looking statements
Such forward-looking statements speak only as of the
date of this Offer Document. Except as required by law
or regulation (including the NZX Listing Rules and the
ASX Listing Rules), Genesis undertakes no obligation
to provide any additional information or update these
forward-looking statements for events or circumstances
that occur subsequent to the date of this Offer Document
or to update or keep current any of the information
contained herein.
Any estimates, projections or outlook statements as to
events that may occur in the future are based upon the
best judgement of Genesis from the information available
as of the date of this Offer Document. A number of
factors could cause actual results or performance to vary
materially from the estimates, projections or outlook
statements. Investors should consider the forward-
looking statements in this Offer Document in light of
those risks and disclosures.
Investors are strongly cautioned not to place undue
reliance on any forward-looking statements, such as
indications of, and guidance on, future earnings and
financial position and performance.
Offering restrictions
This Offer Document is intended for use only in
connection with the Rights Offer to Eligible Shareholders.
This Offer Document does not constitute an offer,
advertisement or invitation in any place in which, or to
any person to whom, it would not be lawful to make such
an offer, advertisement or invitation.
This Offer Document may not be sent or given to
any person outside New Zealand or Australia in
circumstances in which the Rights Offer or distribution of
this Offer Document would be unlawful. The distribution
of this Offer Document (including an electronic copy)
outside New Zealand and Australia may be restricted
by law. In particular, this Offer Document may not be
distributed to any person, and the New Shares may not
be offered or sold, in any country outside New Zealand
or Australia except to the extent permitted in this Offer
Document or as Genesis may otherwise determine in
compliance with applicable laws.
Neither this Offer Document nor the Acceptance Form
may be released or distributed, directly or indirectly, in
or into the United States. This Offer Document and the
Acceptance Form do not constitute an offer to sell, or the
solicitation of an offer to buy, any securities in the United
States or to any person who is acting for the account or
benefit of any person in the United States (to the extent
such person is acting for the account of a person in the
United States), or in any other jurisdiction in which such
an offer would be illegal. The Rights and the New Shares
have not been, and will not be, registered under the U.S.
Securities Act or the securities laws of any state or other
jurisdiction of the United States, and may not be offered,
sold, or otherwise transferred, directly or indirectly, in
the United States or to any person who is acting for the
account or benefit of a person in the United States (to the
extent such person is acting for the account or benefit
of a person in the United States), except in transactions
exempt from, or not subject to, the registration
requirements of the U.S. Securities Act and the applicable
securities laws of any state or other jurisdiction of the
United States. The Rights and the New Shares to be
offered and sold may only be offered and sold outside
the United States in “offshore transactions” (as defined
in Rule 902(h) under the U.S. Securities Act) pursuant
to Regulation S under the U.S. Securities Act. No public
offering of securities is being made in the United States.
Further details on the offering restrictions that apply are
set out in Part 3: Terms of the Rights Offer.
If you come into possession of this Offer Document,
you should observe any such restrictions. Any failure to
comply with such restrictions may contravene applicable
securities law. Genesis disclaims all liability in respect of
any such contravention by any other person.
GENESIS OFFER DOCUMENT5
Decision to participate in the
Rights Offer
The information in this Offer Document does not
constitute a recommendation to acquire or invest in New
Shares and is not financial product advice to you or any
other person. This Offer Document has been prepared
without taking into account your investment objectives,
financial or taxation situation or particular needs or
circumstances.
Before deciding whether to invest in New Shares, you
must make your own assessment of the risks associated
with an investment in Genesis (including the summary
of key risks in Appendix A of the Investor Presentation
(“Key risks”)), and consider whether such an investment
is suitable for you having regard to publicly available
information (including the Investor Presentation and
Genesis’ other market releases lodged with NZX and
ASX), your personal circumstances and following
consultation with a broker, financial, investment or other
professional adviser. Please read this Offer Document
carefully and in full before making that decision.
Non-standard designation
Genesis has been designated as a “Non-Standard” (NS)
issuer by NZX. This designation is due to the inclusion in
Genesis’ constitution of provisions giving effect to Part
5A of the Public Finance Act which provides, amongst
other things, that the Crown must hold at least 51% of
the Shares and that no person other than the Crown may
have a “relevant interest” (as defined in sections 235 to
238 of the FMCA) in more than 10% of the Shares.
No guarantee
No person named in this Offer Document (including the
Crown nor any other person) guarantees the New Shares
to be issued pursuant to the Offer or warrants the future
performance of Genesis or any return on any investment
made pursuant to this Offer Document.
Privacy
Any personal information you provide in your Application
will be held by Genesis and/or the Registrar at the
addresses set out in the Directory.
Genesis and/or the Registrar may store your personal
information in electronic format, including in online storage
on a server or servers which may be located in New Zealand
or overseas. The information will be used for the purposes of
administering your investment in Genesis.
This information will only be disclosed to third parties with
your consent or if otherwise required or permitted by law.
Under the New Zealand Privacy Act 2020 and the Australian
Privacy Act 1988 (Cth), you have the right to access and correct
any personal information held about you.
Enquiries
Any questions about the Rights Offer can be directed to
your broker or financial, investment or other professional
adviser. If you are an Eligible Shareholder and have any
questions about the number of New Shares shown in the
Acceptance Form section of the Offer Website, or how to
make an Application, please contact the Registrar whose
contact details are set out in Part 5: Directory.
Time, currency and laws
Unless otherwise stated, all references in this Offer
Document to times and dates are to times and dates
in New Zealand, all references to currency are to New
Zealand dollars, and all references to applicable statutes
and regulations are references to New Zealand statutes
and regulations.
Defined terms
Capitalised terms used in this Offer Document have the
meanings given in Part 4: Glossary.
GENESIS OFFER DOCUMENT6
Letter from the Chair
On behalf of the board of directors of Genesis, I am
pleased to offer eligible shareholders the opportunity to
participate in a NZ$300 million pro rata renounceable
rights offer of new fully paid shares in Genesis (the Rights
Offer). Eligible shareholders may apply for 1 new share for
every 7.9 existing shares held as at 7:00 pm (NZDT) on the
record date of 2 March 2026, at an issue price of $2.05
per new share (the Rights Offer Price).
The Rights Offer is part of Genesis’ equity raising initiative
announced on 23 February 2026, in addition to the
placement of NZ$100 million of New Shares to eligible
institutional shareholders and New Zealand resident
clients of retail brokers (the Placement).
Charging Up to accelerate growth
The proceeds from the Rights Offer and the Placement
will initially be used to reduce net debt and will allow
Genesis to:
• accelerate its pipeline of growth opportunities across
renewable generation and dispatchable firming
capacity;
• support the delivery of Horizon 2 within Genesis’
broader Gen35 strategy, designed to position the
business for growth, and increase optionality for
Horizon 3; and
• accelerate its growth strategy while also remaining
committed to its investment grade credit rating and
current dividend policy as part of its broader capital
management framework.
Genesis’ ‘Gen35’ strategy is designed to position
the business for growth by increasing the amount of
renewable generation in its portfolio and dispatchable
firming capacity to enhance value for Genesis
shareholders while also supporting the security of the
New Zealand electricity market.
Genesis considers that increased flexible capacity will
be required to maintain grid stability and reliability as
renewables continue to grow within New Zealand’s
energy mix, particularly during dry periods. As New
Zealand’s largest owner of flexible generation capacity,
Genesis is uniquely placed to bring additional firming
capacity to market through investing in Huntly Power
Station and repurposing its role through investment in
new renewable capacity.
Genesis has a development pipeline of growth
opportunities totalling around NZ$2 billion. Genesis’
pipeline includes investment in and repurposing of Huntly
Power Station, and investing in battery energy storage
projects. Acceleration of Genesis’ renewable development
pipeline should also enable more rapid displacement of
Huntly’s baseload role and free up its capacity to enable
Genesis to bring more flexible generation to the market.
1 . TERP is the Theoretical Ex-Rights Price at which Genesis ordinary shares would trade immediately after the ex-rights date for the Rights Offer. TERP is calculated with
reference to Genesis’ NZX closing share price of NZ$2.34 on 20 February 2026 (ex-dividend adjusted1) and includes all new shares issued under the equity raise. TERP
is a theoretical calculation only and the actual price at which Genesis ordinary shares will trade immediately after the ex-rights date for the Rights Offer will depend on
many factors and may not be equal to TERP.
2. Ex-dividend adjustment based on Genesis’ FY26 interim dividend of NZ$0.073 per share declared as part of its FY26 interim results announcement on 23 February 2026.
Details of the Rights Offer
The Rights Offer Price represents a 10.8% discount to the
theoretical ex-rights price
1
(TERP) of NZ$2.30 post the
Rights Offer, based on the pre-announcement ex-dividend
adjusted
2
close of NZ$2.34 at 20 February 2026.
As the majority shareholder of Genesis, the Crown will
participate in the Offer such that it will hold a 51.00%
shareholding in Genesis upon completion of the Offer.
The Crown’s support of the Offer reflects its assessment
of the benefits of accelerating Genesis’ growth
opportunities that directly advance the Government’s
goals for secure and affordable energy supply, consistent
with the Crown’s letter to Genesis on 30 September 2025.
The Rights Offer will be open to eligible shareholders
in New Zealand, Australia and a limited number of
other jurisdictions. Information about the Rights Offer,
including on the eligibility criteria and how to participate,
is set out in this Offer Document. This Offer Document
should be read together with the Investor Presentation
which is available to eligible shareholders via our offer
website: www.shareoffer.co.nz/genesis. We encourage
you to read this Offer Document and the Investor
Presentation carefully, and importantly, seek independent
financial advice where further support is required.
The Board is determined to ensure that the equity raise
is in the best interests of Genesis and its shareholders
while being consistent with its objective of fairness and
appropriate participation across different shareholder
groups. The offer structure provides those shareholders
that cannot participate in the Rights Offer with the
potential to realise value for their Rights through the
Shortfall Bookbuild. Additionally, eligible shareholders
who take up their rights in full may also apply for
additional new shares (i.e., shares in excess of their
pro rata Rights) that will be offered for sale under the
Shortfall Bookbuild.
Our shareholders have been an important part of Genesis’
proud history. We invite you to take part in this next step
of our growth journey which is expected not only to
create value for Genesis shareholders but will also play
a role in enhancing the security and affordability of New
Zealand’s energy system.
Yours sincerely
Barbara Chapman CNZM
Chair
GENESIS OFFER DOCUMENT8
Part 1: Key details
IssuerGenesis Energy Limited
The Rights OfferA pro rata renounceable rights offer of 1 New Share for every 7.9 Existing Shares held on the
Record Date (the Rights Offer).
New Shares:
• not taken up by Eligible Shareholders; or
• which are attributable to the rights of Ineligible Shareholders,
will be offered through a Shortfall Bookbuild run by the Lead Manager.
Any Premium achieved above the Rights Offer Price for New Shares in the Shortfall
Bookbuild will be paid (with no brokerage costs deducted) on a pro rata basis to those
Shareholders who did not take up their Rights or who were ineligible to do so. There is no
guarantee that a Premium will be realised.
Eligible ShareholdersA Shareholder who, as at 7:00pm (NZDT) / 5:00pm (AEDT) on the Record Date:
(a) is located in, or has a registered address in, New Zealand or Australia; or
(b) is an Institutional Investor located in/with a registered address in Hong Kong, Norway,
Singapore, Switzerland or the United Kingdom; or
(c) is any other person to whom Genesis and the Lead Manager consider an offer of Rights
or New Shares may be made without the need for a lodged prospectus or other formality
(other than a formality with which Genesis is willing to comply),
provided that such Shareholder is not in the United States and is not acting for the account
or benefit of a person in the United States.
RightsEligible Shareholders have a right to subscribe for 1 New Share for every 7.9 Existing Shares
held as at 7:00pm (NZDT) / 5:00pm (AEDT) on the Record Date at the Rights Offer Price.
Eligible Shareholders may take up all or some or none of their Rights.
The Rights will not be quoted by NZX or ASX. If an Application and a renunciation are
received in respect of the same Right(s), the renunciation will be given priority to the
Application.
Rights Offer PriceNZ$2.05 (or the A$ Price) per New Share.
Shortfall BookbuildEligible Shareholders who take up their Rights in full have the opportunity to apply for
Additional New Shares in the Shortfall Bookbuild process, which will also involve Institutional
Investors.
Any Additional New Shares applied for under the Shortfall Bookbuild will be issued at the
Bookbuild Price. The Bookbuild Price will be equal to or above the Rights Offer Price and not
more than the closing price on the last trading day prior to the day of the Shortfall Bookbuild.
Eligible Shareholders may also participate in the Shortfall Bookbuild through NZX Firms who
have been invited to participate in the Shortfall Bookbuild.
Crown ParticipationThe Crown has committed to subscribe for New Shares in the Rights Offer so that it has a
51.00% shareholding in Genesis following completion of the Offer (the Crown Participation).
The Crown will not participate in the Shortfall Bookbuild.
Offer sizeThe amount to be raised under the Rights Offer is approximately NZ$300 million.
The amount to be raised under the Placement is approximately NZ$100 million.
New SharesThe same class as (and ranking equally with) Existing Shares.
GENESIS OFFER DOCUMENT9
Shares currently on
issue
1,109,551,837 existing Shares (excluding Shares held in treasury) quoted on the NZX Main
Board (before the Placement).
Approximate number
of New Shares being
offered
46.5 million New Shares in relation to the Placement.
146.3 million New Shares in relation to the Rights Offer.
DividendEligible Shareholders will not receive the dividend announced on 23 February 2026 in
respect of any New Shares allocated to them under the Rights Offer as the record date for
that dividend occurs prior to the allotment of the New Shares. Similarly, shareholders who
acquire New Shares under the Placement will not receive that dividend in respect of those
New Shares. The next dividend is expected to be paid in October 2026.
When to applyThe Rights Offer opens on 4 March 2026.
Applications may be made from 4 March 2026 and must be received by 5:00pm (NZDT) /
3:00pm (AEDT) on the Closing Date (17 March 2026, unless extended).
How to applyApplications must be made (together with payment) by using the online application form at
www.shareoffer.co.nz/genesis.
UnderwritingThe Offer, excluding the Crown Participation, is underwritten by the Underwriter, Jarden
Partners Limited, in accordance with the terms of the Underwriting Agreement.
GENESIS OFFER DOCUMENT10
Part 2: Key dates*
EventDate
Trading halt commences on the NZX Main Board and
ASX
Announcement of the Offer
Placement opens
23 February 2026
Announcement of results of Placement
Trading halt lifted on the NZX Main Board and ASX
24 February 2026
Settlement of Placement on ASX26 February 2026
Settlement of Placement on NZX Main Board27 February 2026
Record Date and time for determining Rights7:00pm (NZDT) / 5:00pm (AEDT) on 2 March 2026
Opening Date for the Rights Offer4 March 2026
Closing Date for the Rights Offer and deadline for receipt
of Applications (with payment)
5:00pm (NZDT) / 3:00pm (AEDT) on 17 March 2026
Shortfall Bookbuild (under trading halt)20 March 2026
Announcement of the Shortfall Bookbuild results on the
NZX Main Board and ASX
23 March 2026
Settlement of the Rights Offer on ASX24 March 2026
Settlement of the Rights Offer on NZX
(expected date for allotment of New Shares on both the
NZX Main Board and ASX)
25 March 2026
Allotment and quotation date
(New Shares are expected to commence trading on the
NZX Main Board and ASX)
25 March 2026
Mailing of security transaction statements30 March 2026
Payment of any Premium achieved in the Shortfall
Bookbuild to holders of any Unexercised Rights
By 31 March 2026
Last refund date (if required)
Refunds from scaling (if required) of any extra application
monies received for Additional New Shares in the
Shortfall Bookbuild
31 March 2026
Shareholders are encouraged to apply via the online application process as soon as possible after the Opening Date.
No cooling-off rights apply to applications submitted under the Rights Offer.
* These dates are subject to change and are indicative only. Genesis reserves the right to alter the timetable (including by extending the closing date for
the Rights Offer or accepting late Applications, either generally or in particular cases), subject to applicable laws and the NZX Listing Rules and the ASX
Listing Rules. Genesis reserves the right to withdraw all or any part of the Rights Offer (either generally or in particular cases) at any time prior to the
issue of New Shares at its absolute discretion.
GENESIS OFFER DOCUMENT12
Part 3: Terms of the Rights Offer
1. The Rights Offer
1.1 The Rights Offer is an offer of New Shares to Eligible Shareholders under a pro rata renounceable rights offer,
which will be followed by a Shortfall Bookbuild.
1.2 Under the Rights Offer, Eligible Shareholders have a right to subscribe for 1 New Share for every 7.9 Existing
Shares held at 7:00pm (NZDT) / 5:00pm (AEDT) on the Record Date (being 2 March 2026) at the Rights Offer
Price.
1.3 The number of Rights which an Eligible Shareholder will be offered will, in the case of fractions, be rounded down
to the nearest whole number.
1.4 The New Shares issued under the Rights Offer will be the same class as, and will rank equally with, Existing
Shares which are quoted on the NZX Main Board and ASX. Genesis will take any necessary steps to ensure that
the New Shares are, immediately after issue, quoted on the NZX Main Board and ASX.
1.5 If you are an Eligible Shareholder you may take up all, some or none of your Rights. You may also sell your
Rights privately. Rights will not be quoted on the NZX Main Board or on ASX and accordingly there will be no
established market for Rights. If you wish to sell your Rights privately to a buyer you identify, you should contact
Computershare at genesis@computershare.co.nz to request a Security Renunciation Form.
1.6 Rights not taken up by Eligible Shareholders and those attributable to Ineligible Shareholders will be sold under
the Shortfall Bookbuild, with any Premium returned (as described below).
1.7 Eligible Shareholders who take up their Rights in full may also apply for Additional New Shares under the Shortfall
Bookbuild. Further details are set out under “Shortfall Bookbuild” below.
1.8 If you are either an Ineligible Shareholder or you are an Eligible Shareholder and you take up none of your
Rights and do not receive any Shares under the Placement, your shareholding in Genesis will be diluted by
approximately 14.8%. Even if you are an Eligible Shareholder and you take up your Rights in full (but do not
receive any Shares under the Placement or under the Shortfall Bookbuild), your shareholding in Genesis will be
diluted by approximately 4.0% as a consequence of the Placement.
2. Offer size
2.1 Genesis expects to raise a total of NZ$300 million (before costs) through the Rights Offer, as part of a total Offer
size (including the Placement) of NZ$400 million. Of the $400 million total Offer size, the Crown has committed
to subscribe for up to NZ$200 million of New Shares through the Crown Participation. The Offer, excluding the
Crown Participation, is underwritten by the Underwriter pursuant to the terms of the Underwriting Agreement.
2.2 The approximate number of New Shares being offered under the Offer is 192.8 million New Shares, representing
approximately 17.4% of the existing Shares. Of those, approximately 146.3 million New Shares will be offered
under the Rights Offer.
2.3 There is no minimum amount that must be raised for the Rights Offer to proceed.
3. Rights Offer Price
3.1 The Rights Offer Price is NZ$2.05 (or the A$ Price) per New Share and must be paid in full on application.
3.2 The A$ Price will be the Australian dollar equivalent of NZ$2.05 determined using the Exchange Rate. The A$
Price is expected to be announced by Genesis on Tuesday, 3 March 2026.
3.3 Payment of the Rights Offer Price must be made in accordance with the online application process. If you have a
registered address in New Zealand, you must elect to apply using New Zealand dollars at the Rights Offer Price.
If you have a registered address in Australia, you must elect to apply using Australian dollars at the A$ Price.
3.4 Application monies received will be held in a trust account with the Registrar until the corresponding New Shares
are allotted or the application monies are refunded. Interest earned on the application monies will be for the
benefit, and remain the property, of Genesis and will be retained by Genesis whether or not the issue of New
Shares takes place.
GENESIS OFFER DOCUMENT13
3.5 Any refund of application monies will be made without interest and within five Business Days following the
Allotment Date or the date that the decision not to proceed with the Rights Offer is made (as the case may be).
Refunds will not be paid for any difference arising solely due to rounding or where the aggregate amount of the
refund payable to the relevant Shareholder is less than NZ$5.00.
4. Decision to participate
4.1 The information in this Offer Document does not constitute a recommendation to invest in New Shares and is
not financial product advice. This Offer Document has been prepared without taking into account the investment
objectives, financial or taxation situation or particular needs or circumstances of any applicant.
4.2 Before deciding whether to invest in New Shares, you must make your own assessment of the risks associated
with an investment in Genesis (including the summary of key risks in Appendix A of the Investor Presentation
(“Key risks”)), and consider whether such an investment is suitable for you having regard to publicly available
information (including the market releases lodged by Genesis with the NZX and ASX, including the Investor
Presentation and the publicly available information referred to in the “Important information” section in this
Offer Document), your personal circumstances and following consultation with a broker, or financial, investment
or other professional adviser. You can also access information, including the Investor Presentation and
announcements regarding the Offer at www.nzx.co.nz and www.asx.com.au.
5. Withdrawal and late Applications
5.1 Subject to the NZX Listing Rules, the ASX Listing Rules and compliance with all applicable laws, Genesis
reserves the right to withdraw the Offer (or any of the Placement, the Rights Offer or the Shortfall Bookbuild and
irrespective of whether or not all of them are withdrawn) and the issue of any New Shares under the Offer, either
generally or in particular cases, at any time at its absolute discretion.
5.2 Genesis may accept late Applications and application monies, either generally or in particular cases, but has no
obligation to do so. Genesis may accept or reject (at its discretion) any Application which it considers to have
been completed incorrectly or correct any errors or omissions on any Application.
5.3 If any Application is not accepted, all applicable application monies will be refunded without interest to the
relevant Shareholder. Refunds will not be paid where the aggregate amount of the refund payable to relevant
Shareholder is less than NZ$5.00.
5.4 Once submitted, and subject to all applicable law, an Application may not be withdrawn without Genesis’ prior
written consent.
6. Purpose of the Offer
Genesis intends that the proceeds raised from the Offer will be initially applied to reduce net debt and provide
financial flexibility to fund Genesis’ growth opportunities across dispatchable firming capacity and renewable
generation capacity, as set out in further detail in the Investor Presentation.
7. Crown Participation
Under the Crown Participation, the Crown has committed to subscribe for New Shares so that it has a 51.00%
shareholding in Genesis following completion of the Offer. The Crown will be paid a fee of 0.5% of the value
of the gross proceeds received by Genesis from the Crown in respect of the Crown Participation. The Crown’s
holding in Genesis will reduce from approximately 51.23% to 51.00% as a result of the Offer.
8. New Shares
8.1 New Shares issued under the Rights Offer will rank equally with Existing Shares in Genesis quoted on the NZX
Main Board and ASX. The New Shares issued under the Rights Offer will not have an entitlement to the dividend
announced on 23 February 2026, as the record date for that dividend will occur prior to the allotment of the New
Shares.
8.2 Applicants for New Shares will be bound by Genesis’ constitution and the terms of the Rights Offer set out in this
Offer Document.
GENESIS OFFER DOCUMENT14
9. Quotation on the NZX Main Board and ASX
9.1 Genesis will take any necessary steps to ensure that the New Shares are, immediately after issue, quoted on the
NZX Main Board and ASX.
9.2 The New Shares will be quoted on the NZX Main Board, and an application will be made by Genesis for the New
Shares to be issued under the Rights Offer to be quoted on ASX. The NZX Main Board is a registered market
operated by NZX, which is a licensed market operator regulated under the FMCA. However, neither NZX nor ASX
accepts any responsibility for any statement in this Offer Document. The fact that ASX may approve the New
Shares for quotation is not to be taken in any way as an indication of the merits of Genesis.
9.3 You cannot trade in any New Shares issued to you pursuant to the Rights Offer, either as principal or agent, until
quotation of the New Shares on the NZX Main Board and ASX (as relevant) in accordance with the NZX Listing
Rules and ASX Listing Rules.
9.4 Genesis expects that trading on the NZX Main Board and ASX of the New Shares issued under:
(a) the Placement will commence on 27 February 2026; and
(b) the Rights Offer will commence on 25 March 2026.
10. Security transaction statements
10.1 Security transaction statements for New Shares allotted under the Rights Offer will be issued and mailed as soon
as practicable after the Allotment Date. Applicants under the Rights Offer should ascertain their allocation before
trading in the New Shares. Applicants can do so by contacting the Registrar, whose contact details are set out in
Part 5: Directory.
10.2 Shareholders selling New Shares prior to receiving a security transaction statement do so at their own risk. None
of Genesis, the Lead Manager, the Underwriter, the Registrar or any of their respective related bodies corporate
and affiliates, including in each case their respective directors, officers, partners, employees, representatives,
agents and advisers, accepts any duty, responsibility or liability (including for negligence) should any person
attempt to sell or otherwise deal with New Shares before the security transaction statement showing the number
of New Shares allotted to the applicant is received by the applicant for those New Shares.
11. Shortfall Bookbuild
11.1 New Shares attributable to Unexercised Rights will be offered under the Shortfall Bookbuild to Eligible
Shareholders who take up their Rights in full and who apply for Additional New Shares and to Institutional
Investors.
11.2 The Lead Manager will manage the Shortfall Bookbuild on behalf of Genesis. The Shortfall Bookbuild is expected
to be completed on 23 March 2026.
11.3 Genesis reserves the right to determine who may participate in the Shortfall Bookbuild and may decline or scale
applications for New Shares by any Eligible Shareholder or Institutional Investor under the Shortfall Bookbuild.
Shortfall Bookbuild application process
11.4 Eligible Shareholders that take up their Rights in full can apply for Additional New Shares as directed via the
online application process at www.shareoffer.co.nz/genesis.
11.5 Institutional Investors participating in the Shortfall Bookbuild will bid for New Shares attributable to Unexercised
Rights. The minimum bid that may be submitted for a New Share under the Shortfall Bookbuild is the Rights Offer
Price of $2.05 per New Share and this amount is payable to Genesis.
11.6 If you are an Institutional Investor, you may participate in the Shortfall Bookbuild by contacting the Lead Manager,
who will provide details as to the process to be undertaken in relation to the Shortfall Bookbuild.
Bookbuild Price
11.7 The price at which New Shares will be issued under the Shortfall Bookbuild is the Bookbuild Price. The Bookbuild
Price will be equal to or above the Rights Offer Price and not more than the closing price of the Shares on the last
trading day prior to the day of the Shortfall Bookbuild.
GENESIS OFFER DOCUMENT15
11.8 The Bookbuild Price will be determined by Genesis in consultation with the Underwriter (each acting reasonably).
The Bookbuild Price will be set in a manner that remains consistent with the objective of maximising the value of
Unexercised Rights. However, it is possible, in a limited set of circumstances, that Genesis (in consultation with
the Underwriter) may elect to set the Bookbuild Price at a level which is less than the highest price available and,
furthermore, there is no guarantee that the Bookbuild Price will exceed the Rights Offer Price.
11.9 The proceeds from each New Share issued under the Shortfall Bookbuild (if any) will be paid by the Registrar as
follows:
• the Rights Offer Price will be paid to Genesis; and
• any Premium achieved will be paid (net of any amounts required to be withheld) to the holders of
Unexercised Rights (including Ineligible Shareholders) in proportion to their holdings of Unexercised Rights.
Ineligible Shareholders will be deemed to hold the number of Rights they would have received if they were
Eligible Shareholders for the purpose of calculating the amount of any Premium payable to them.
11.10 If the Shortfall Bookbuild does not clear all remaining New Shares, the Underwriter will subscribe for any New
Shares remaining after the Shortfall Bookbuild.
11.11 There is no guarantee that any value will be received from the Shortfall Bookbuild by Eligible Shareholders who
did not take up their full Entitlement or Ineligible Shareholders.
11.12 To the maximum extent permitted by law, the Underwriter, the Lead Manager and each of their respective related
bodies corporate and affiliates, including in each case their respective directors, officers, partners, employees,
representatives and agents, disclaim all liability, including for negligence, for any failure to realise a Premium in
the Shortfall Bookbuild.
11.13 Any Premium will be calculated in New Zealand dollars (net of any amounts required to be withheld), and paid in
New Zealand dollars or Australian dollars in accordance with paragraph 11.18 below.
Allocations and scaling
11.14 Allocations and any necessary scaling of applications for New Shares under the Shortfall Bookbuild will be agreed
by Genesis and the Underwriter (each acting reasonably). There is no assurance that any applicant for New
Shares in the Shortfall Bookbuild will be allocated any New Shares or the number of New Shares for which it has
applied.
11.15 If applications are scaled, Eligible Shareholders that apply for Additional New Shares under the Shortfall
Bookbuild may not receive New Shares in respect of any or all of their application monies. Scaling of applications
for Additional New Shares will be done:
• to prioritise allocations to Eligible Shareholders that apply for Additional New Shares over allocations to
other applicants in the Shortfall Bookbuild; and
• otherwise on a consistent basis, by reference to the quantum of Additional New Shares applied for
(calculated as dollar value of Additional New Shares applied for divided by the Bookbuild Price, rounded
down to the nearest whole New Share) (although Genesis and the Underwriter retain discretion to scale
individual applications for Additional New Shares on a differential basis).
11.16 Once the Bookbuild Price has been determined, the application monies in respect of any applications for
Additional New Shares in the Shortfall Bookbuild by Eligible Shareholders:
• if made in New Zealand dollars, will be divided by the Bookbuild Price to calculate the number of Additional
New Shares that those Eligible Shareholders have applied for (subject to scaling), rounded down to the
nearest whole New Share; or
• if made in Australian dollars, will be calculated in New Zealand dollars at the Exchange Rate and divided by
the Bookbuild Price to calculate the number of Additional New Shares that those Eligible Shareholders have
applied for (subject to scaling), rounded down to the nearest whole New Share.
11.17 Any refunds of application monies due to scaling of applications or applications not being accepted under the
Shortfall Bookbuild will be made within five Business Days (as defined in the NZX Listing Rules) following the
Allotment Date (without interest). Refunds will not be paid for any difference arising solely due to rounding or
where the aggregate amount of the refund payable to an applicant is less than $5.00.
GENESIS OFFER DOCUMENT16
Payment of Premium
11.18 The Premium, if any, will be paid net of any amounts required to be withheld:
• in New Zealand dollars; or
• for those Shareholders who receive dividends in Australian dollars, in Australian dollars. Any conversion will
be undertaken at the prevailing exchange rate near the time of payment by the Registrar,
in accordance with the direct credit payment instructions provided by the relevant Shareholder to Genesis (if any)
and otherwise withheld until such time as a direct credit instruction is provided to the Registrar.
11.19 No interest will be paid in respect of any Premium payable. Payment of the Premium (if any) is expected to be
made by 31 March 2026.
12. Nominees
12.1 Nominees and custodians with registered addresses in eligible jurisdictions may be able to participate in the
Rights Offer in respect of some or all of the beneficiaries on whose behalf they hold Existing Shares, provided that
the applicable beneficiary would satisfy the criteria for an Eligible Shareholder.
12.2 Any person outside New Zealand or Australia who takes up a Right in the Rights Offer (and therefore applies for
New Shares) through a New Zealand or Australian resident nominee, and their nominee, will be deemed to have
represented and warranted to Genesis that the Rights Offer can be lawfully made to their nominee pursuant to
this Offer Document.
12.3 Nominees and custodians who hold Existing Shares as nominees or custodians will receive an email from
Computershare on behalf of Genesis. Nominees and custodians should consider carefully the contents of that
letter and note in particular that the Rights Offer is not available to, and they must not purport to accept the
Rights Offer in respect of:
(a) beneficiaries on whose behalf they hold Existing Shares who would not satisfy the criteria for an Eligible
Shareholder; or
(b) Shareholders who are not eligible under applicable securities laws to receive an offer under the Rights Offer.
12.4 In particular, persons acting as nominees for other persons must not acquire or take up New Shares on behalf
of, or send any documents relating to the Rights Offer to, any person in the United States. Persons in the United
States and persons acting for the account or benefit of persons in the United States will not be entitled to exercise
Rights under the Rights Offer.
12.5 Genesis is not required to determine whether or not any registered Shareholder is acting as a nominee or the
identity or residence of any beneficial owners of Existing Shares or Rights. Where any Shareholder is acting as a
nominee for a foreign person, that Shareholder or purchaser, in dealing with its beneficiary, will need to assess
whether indirect participation by the beneficiary in the Rights Offer is compatible with applicable foreign laws.
Genesis is not able to advise on foreign laws. Eligible Shareholders who are nominees, trustees or custodians are
therefore advised to seek independent advice as to how to proceed.
13. Overseas Shareholders
13.1 The Rights Offer is open only to Eligible Shareholders. The Rights Offer is not open to Shareholders in other
jurisdictions (including, without limitation, the United States) as Genesis considers that it is unduly onerous
and unreasonable for Genesis to make the Rights Offer into those jurisdictions having regard to the number of
securities held by Ineligible Shareholders, the number and value of New Shares that they would be offered and
the costs of complying with the legal and regulatory requirements which would apply to an offer of securities to
Ineligible Shareholders in those places. Genesis, the Underwriter, the Lead Manager and each of their respective
affiliates and related bodies corporate, including in each case their directors, partners, employees, advisers and
agents, disclaim any liability as to eligibility to participate in the Rights Offer, to the maximum extent permitted
by law.
13.2 Except as set out below, Shareholders in those other jurisdictions will not be issued Rights. It is the responsibility
of each Shareholder to ensure that any participation complies with all applicable laws and that each of it and any
beneficial owner on whose behalf such Shareholder is submitting the Application or trading Rights is not in the
United States.
13.3 This Offer Document is intended for use only in connection with the Rights Offer to Eligible Shareholders, being
Shareholders in New Zealand or Australia, and Shareholders who are Institutional Investors in Hong Kong,
Norway, Singapore, Switzerland or the United Kingdom. It does not constitute an offer or invitation in any place in
which, or to any person to whom, it would not be lawful to make such an offer or invitation.
GENESIS OFFER DOCUMENT17
13.4 This Offer Document is not to be sent or given to any person outside New Zealand or Australia in circumstances
in which the distribution of this Offer Document would be unlawful. In particular, this Offer Document may not be
sent or given to any person in the United States. The distribution of this Offer Document (including an electronic
copy) outside New Zealand or Australia may be restricted by law. If you come into possession of this Offer
Document, you should observe any such restrictions. Any failure to comply with such restrictions may contravene
applicable securities law, including as set out below.
13.5 No person may purchase, offer, sell, distribute or deliver New Shares, or be in possession of, or distribute to any
other person, any offering material or any documents in connection with the New Shares, in any jurisdiction other
than in compliance with all applicable laws and regulations.
14. International offer restrictions
14.1 This Offer Document does not constitute an offer New Shares in any jurisdiction in which it would be unlawful. In
particular, this Offer Document may not be distributed to any person, and the New Shares may not be offered or
sold, in any country outside New Zealand or Australia except to the extent permitted below.
Australia
14.2 The offer of New Shares under the Placement can only be made in Australia to persons to whom an offer
of securities can be made without disclosure in accordance with applicable exemptions in sections 708(8)
(sophisticated investors) or 708(11) (professional investors) under the Corporations Act. The offer of New Shares
under the Rights Offer is being made in Australia pursuant to the provisions of Section 708AA of the Corporations
Act (as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 and ASIC Instrument
26-0141) or otherwise to persons to whom the Rights Offer can be made without a formal disclosure document
under Chapter 6D of the Corporations Act.
14.3 This Offer Document is not a prospectus, product disclosure statement or any other formal disclosure document
for the purposes of Australian law or the Corporations Act and is not required to, and does not, contain all the
information which would be required in a disclosure document under Australian law or the Corporations Act.
It may contain references to dollar amounts which are not Australian dollars, may contain financial information
which is not prepared in accordance with Australian law or practices, may not address risks associated with
investment in foreign currency denominated investments and does not address Australian tax issues.
14.4 Genesis is a company which is incorporated in New Zealand and the relationship between it and its investors will
be largely governed by New Zealand law.
14.5 This Offer Document has not been, and will not be, lodged or registered with the Australian Securities and
Investments Commission or the Australian Securities Exchange and Genesis is not subject to the continuous
disclosure requirements that apply in Australia.
14.6 Prospective investors should not construe anything in this Offer Document as legal, business or tax advice nor as
financial product advice for the purposes of Chapter 7 of the Corporations Act.
Hong Kong
14.7 WARNING: This Offer Document has not been, and will not be, registered as a prospectus under the Companies
(Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by
the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap.
571) of the Laws of Hong Kong (the SFO). No action has been taken in Hong Kong to authorise or register this
Offer Document or to permit the distribution of this Offer Document or any documents issued in connection
with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong other than to
“professional investors” (as defined in the SFO and any rules made under that ordinance).
14.8 No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or
will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at,
or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do
so under the securities laws of Hong Kong) other than with respect to the New Shares that are or are intended
to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO and
any rules made under that ordinance). No person allotted New Shares may sell, or offer to sell, such securities in
circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of
such securities.
14.9 The contents of this Offer Document have not been reviewed by any Hong Kong regulatory authority. You are
advised to exercise caution in relation to the offer. If you are in doubt about any of the contents of this Offer
Document, you should obtain independent professional advice.
GENESIS OFFER DOCUMENT18
Norway
14.10 This Offer Document has not been approved by, or registered with, any Norwegian securities regulator under
the Norwegian Securities Trading Act of 29 June 2007. Accordingly, this Offer Document shall not be deemed to
constitute an offer to the public in Norway within the meaning of the Norwegian Securities Trading Act of 2007.
14.11 The New Shares may not be offered or sold, directly or indirectly, in Norway except to “qualified investors” (as
defined in the Prospectus Regulation 2017/1129 Article 2(e), cf. the Norwegian Securities Trading Act of 29 June
2007 no. 75 Section 7-1 and including non-professional clients having met the criteria for being deemed to be
professional and for which an investment firm has waived the protection as non-professional in accordance with
the procedures in this regulation).
Singapore
14.12 This Offer Document and any other materials relating to the New Shares have not been, and will not be, lodged
or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this Offer
Document and any other document or materials in connection with the offer or sale, or invitation for subscription
or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered
or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to
persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) of Division 1, Part
13 of the Securities and Futures Act 2001 (the SFA), or as otherwise pursuant to, and in accordance with the
conditions of any other applicable provisions of the SFA.
14.13 This Offer Document has been given to you on the basis that you are (i) an “institutional investor” (as defined in
the SFA) or (ii) an “accredited investor” (as defined in the SFA). In the event that you are not an investor falling
within any of the categories set out above, please return this Offer Document immediately. You may not forward
or circulate this Offer Document to any other person in Singapore.
14.14 Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party.
There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such,
investors are advised to acquaint themselves with the SFA provisions relating to resale.
Switzerland
14.15 The offering of the New Shares in Switzerland is exempt from the requirement to prepare and publish a
prospectus under the Swiss Financial Services Act (FinSA) because such offering is made to professional clients
within the meaning of the FinSA only and the New Shares will not be admitted to trading on any trading venue
(exchange or multilateral trading facility) in Switzerland. This Offer Document does not constitute a prospectus
or similar communication pursuant to the FinSA, and no such prospectus has been or will be prepared for or in
connection with the offering of the New Shares.
United Kingdom
14.16 Neither the information in this Offer Document nor any other document relating to the offer has been delivered
for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning
of section 85 of the Financial Services and Markets Act 2000, as amended (FSMA)) has been published or is
intended to be published in respect of the New Shares.
14.17 This Offer Document is issued on a confidential basis to “qualified investors” (within the meaning of paragraph
15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024) in the United Kingdom,
and the New Shares may not be offered or sold in the United Kingdom by means of this Offer Document, any
accompanying letter or any other document, except in circumstances which do not require the publication of a
prospectus pursuant to section 86(1) of the FSMA. This Offer Document should not be distributed, published or
reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United
Kingdom.
14.18 Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA)
received in connection with the issue or sale of the New Shares has only been communicated or caused to
be communicated and will only be communicated or caused to be communicated in the United Kingdom in
circumstances where the communication is exempt from the restriction in section 21(1) of the FSMA.
GENESIS OFFER DOCUMENT19
14.19 In the United Kingdom, this Offer Document is being distributed only to, and is directed at, qualified investors
(i) who have professional experience in matters relating to investments falling within Article 19(5) (investment
professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(FPO), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated
(together, relevant persons). The investments to which this Offer Document relates are available only to, and any
invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a
relevant person should not act or rely on this Offer Document or any of its contents.
15. Underwriting Agreement
15.1 Genesis has requested that the Underwriter underwrites the Offer (other than the amount of the Crown
Participation) and the Underwriter has agreed to do so on the terms of the Underwriting Agreement.
15.2 A summary of the principal terms of the Underwriting Agreement are set out as follows:
(a) The Underwriter will subscribe for any New Shares that are not subscribed for under the Placement at the
Placement offer price and the Rights Offer at the Rights Offer Price, in accordance with the terms of the
Underwriting Agreement.
(b) The Underwriter may terminate its obligations under the Underwriting Agreement, including by reason
of events which have, or are likely to have, a material adverse effect on Genesis, the Shares or the Offer.
These may be as a result of events specific to Genesis or as a result of external events, such as material
or fundamental changes in financial, economic and political conditions in certain countries or financial
markets. The Underwriter may also terminate the Underwriting Agreement if the Crown’s Participation is
terminated or not fulfilled or where certain conditions to the Underwriting Agreement of its underwriting
obligations have not been satisfied or waived.
(c) Genesis provides certain undertakings to the Underwriter, including that for a period of three months after
the settlement of the Rights Offer in New Zealand, Genesis must not:
(i) offer for sale or accept offers for sale of any Shares or other equity securities issued by Genesis;
(ii) allot or issue any Shares or other equity securities of Genesis (whether preferential, redeemable,
convertible or otherwise) or allow the issue of any equity securities by any subsidiary (other than to
another subsidiary);
(iii) issue or grant any right or option that entitles the holder to call for the issue of Shares by Genesis or
that is otherwise convertible into, exchangeable for or redeemable by the issue of, Shares or other
equity securities issued by Genesis;
(iv) create any debt instrument or other obligation which may be convertible into, exchangeable for or
redeemable by, the issue of Shares or other equity securities issued by Genesis;
(v) otherwise enter into any agreement whereby any person may be entitled to the allotment and issue of
any Shares or other equity securities issued by Genesis; or
(vi) indicate in any way or make any announcement of an intention to do any of the foregoing or take any
action having a similar effect to any of the foregoing,
other than with the Underwriter’s consent (which may not be unreasonably withheld or delayed) or pursuant
to specified exceptions.
(d) Genesis has agreed to indemnify the Underwriter, the Lead Manager and their respective affiliates against
certain losses related to the Offer.
(e) Genesis has given warranties in the Underwriting Agreement, including warranties relating to the content
and accuracy of this Offer Document, compliance by Genesis with relevant laws, the existence of no
litigation which may be material in the context of the Offer and the valid issue and allotment of New Shares.
(f) The Underwriter has the power to appoint sub-underwriters.
(g) The Underwriting Agreement contains other termination events, representations, warranties and
indemnities that are customary for an offer of this nature.
GENESIS OFFER DOCUMENT20
16. Sale of Shares
16.1 Shares can be traded on:
(a) the NZX Main Board by instructing a NZX Firm. The Authorisation Code (FIN) and Common Shareholder
Number (CSN) will be required to be given to the NZX Firm being instructed to effect the trade; or
(b) the ASX by instructing an ASX Broker. The Holder Identification Number (HIN) or Securityholder Reference
Number (SRN) will be required to be given to the ASX Broker being instructed to effect the trade.
16.2 Brokerage fees may be payable in respect of that trade. Financial and tax advice should be sought before
effecting any trade of Shares.
17. Dividend policy
Genesis’ dividend policy can be found at https://www.genesisenergy.co.nz/investor/dividends.
18. Significance of sending in an Application / declarations, representations, warranties and agreements
18.1 By completing an Application, you will be deemed to have made the following declarations, representations,
warranties and agreements to Genesis:
(a) you confirm that you have read and understood this Offer Document (including the “Important information”
section) and the Investor Presentation (including Appendix A of the Investor Presentation (“Key risks”)) in
their entirety;
(b) you agree to be bound by the terms and conditions of the Rights Offer set out in this Offer Document;
(c) you agree that your Application, on the terms and conditions of the Rights Offer set out in this Offer
Document, will be irrevocable and unconditional (i.e., it cannot be withdrawn);
(d) you acknowledge the statement of risks in the Appendix A of the Investor Presentation (“Key risks”) and that
an investment in Genesis is subject to investment risk;
(e) you declare and certify to Genesis that you are an Eligible Shareholder, including that you were a registered
holder of Existing Shares as at 7:00pm (NZDT) / 5:00pm on the Record Date and you are a resident of an
eligible jurisdiction (other than the United States), being New Zealand or those jurisdictions listed under the
section captioned “International offer restrictions” in this Offer Document;
(f) you represent and warrant (for the benefit of Genesis, the Lead Manager, the Underwriter and their
respective affiliates) that you are eligible to participate in the Rights Offer;
(g) you represent and warrant that the law of any other place does not prohibit you from being given this Offer
Document, nor does it prohibit you from making an Application;
(h) you represent and warrant that you are not in the United States and you are not acting for the account or
benefit of a person in the United States in connection with the purchase of New Shares under the Rights
Offer, and you are not otherwise a person to whom it would be illegal to make an offer of or issue of Rights
or New Shares under the Rights Offer and under any applicable laws and regulations;
(i) you understand and acknowledge that the Rights and the New Shares have not been, and will not be,
registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction in the United
States, and that the Rights may not be issued to taken up and/or exercised by, and the New Shares may
not be offered, sold or otherwise transferred to, directly or indirectly, any persons in the United States or
any persons who are acting for the account or benefit of a person in the United States (to the extent such
persons hold Shares and are acting for the account or benefit of a person in the United States). You further
understand and acknowledge that the New Shares may only be offered, sold and resold outside the United
States in “offshore transactions” (as defined in Rule 902(h) under the U.S. Securities Act) in reliance on
Regulation S;
(j) you represent and warrant that you are subscribing for Rights and/or purchasing New Shares outside the
United States in “offshore transactions” (as defined in Rule 902(h) under the U.S. Securities Act) in reliance
on Regulation S;
GENESIS OFFER DOCUMENT21
(k) you represent and warrant that you and each person on whose account you are acting have not and will not
send this Offer Document or any other information relating to the Offer to any person in the United States;
(l) you acknowledge that, if you decide to sell or otherwise transfer any Rights or New Shares, you will only
do so in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act,
including the regular way for transactions on the NZX Main Board or ASX, where neither you nor any person
acting on your behalf knows, or has reason to know, that the sale has been pre-arranged with, or that the
purchaser is, a person in the United States;
(m) you confirm that all details and statements in your Application are complete and accurate;
(n) without limiting Genesis’ discretion to accept, reject or scale back any Application, you authorise Genesis
(and its officers or agents) to correct any error in, or omission from, your Application and to complete the
Application by the insertion of any missing details;
(o) you agree to be bound by Genesis’ constitution;
(p) you acknowledge and agree that Genesis has the right to reduce the number of New Shares allocated to
you if your Rights claim proves to be overstated, if you fail to provide information requested by Genesis to
substantiate your claim, or if you are not an Eligible Shareholder, in which case:
(i) you will bear any and all losses caused by subscribing for New Shares in excess of your Rights, and any
actions you are required to take in this regard; and
(ii) you are treated as continuing to have taken up, or not taken up, your remaining Rights;
(q) you agree to repay any Premium payment in excess of the Premium payment to which you were actually
entitled based on the Unexercised Rights held by you as at the Closing Date;
(r) you acknowledge that none of Genesis, the Lead Manager, the Underwriter or their respective related
bodies corporate and affiliates, including in each case their respective directors, officers, partners,
employees, representatives and agents, has provided you with investment advice or financial product
advice, and that none of them has an obligation to provide advice concerning your decision to apply for and
purchase New Shares under the Rights Offer;
(s) you understand that New Shares will not be entitled to the dividend announced on 23 February 2026 as the
record date for that dividend occurs prior to the allotment of New Shares;
(t) you acknowledge the risk that the market price for the Shares may change materially between the Opening
Date, the date you make an Application and the Allotment Date. Accordingly, you acknowledge that:
(i) the price paid for New Shares may be higher or lower than the price at which Shares are trading on
the NZX Main Board or ASX at the time New Shares are issued under the Rights Offer;
(ii) the market price of New Shares following allotment may be higher or lower than the Rights Offer
Price; and
(iii) it is possible that up to or after the Allotment Date, you may be able to buy Shares at a lower price
than the Rights Offer Price;
(u) you acknowledge and certify that, if you are acting as a custodian, each beneficial holder on whose behalf
you are submitting the Application is an Eligible Shareholder and is not in the United States, and you have
not sent this Offer Document or any other information relating to the Rights Offer to any person in the
United States; and
(v) you agree to provide (and direct your custodian to provide) any requested substantiation of your eligibility
to participate in the Rights Offer and/or, if applicable, of your holding of Existing Shares as at 7:00pm
(NZDT) / 5:00pm on the Record Date.
19. Governing law
This Offer Document, the Rights Offer and any contract resulting from it are governed by the laws of
New Zealand, and each applicant submits to the exclusive jurisdiction of the courts of New Zealand.
GENESIS OFFER DOCUMENT23
Part 4: Glossary
A$The lawful currency of Australia.
A$ PriceThe Australian dollar equivalent of NZ$2.05 determined using the Exchange Rate, which is
expected to be announced by Genesis on Tuesday, 3 March 2026
Acceptance FormThe online acceptance form in the “Acceptance Form” section of the Offer Website.
Additional New SharesNew Shares which are attributable to any Unexercised Rights which are applied for by
Eligible Shareholders who take up their Rights in full as part of an Application.
AEDTAustralia Eastern Daylight Time.
Allotment Date25 March 2026, unless extended.
ApplicationAn application to take up Rights under the Rights Offer and, if applicable, apply for
Additional New Shares under the Shortfall Bookbuild, made using an Acceptance Form.
ASICThe Australian Securities and Investments Commission.
ASXASX Limited or the market it operates, as the context requires.
ASX BrokerAny ASX participating organisation.
ASX Listing RulesThe official listing rules of ASX as they apply to Genesis as a foreign exempt listed issuer, as
amended or waived by ASX from time to time and for so long as Genesis is admitted to the
official list of such exchange.
ASX ShareholderAn Eligible Shareholder whose Existing Shares are held on Genesis’ ASX branch register on
the Record Date.
BoardThe board of directors of Genesis.
Bookbuild PriceThe price at which New Shares will be issued under the Shortfall Bookbuild. For further
information see paragraphs 11.7 and 11.8 of Part 3: Terms of the Rights Offer.
Business DayA time between 8:30am and 5:00pm in New Zealand on a day on which the NZX Main Board
is open for trading.
Closing Date5:00pm (NZDT) / 3:00pm (AEDT) on 17 March 2026, being the date that Applications (with
payment) must be received by the Registrar
Corporations ActThe Australian Corporations Act 2001 (Cth).
CrownThe Sovereign in right of New Zealand.
Crown ParticipationThe Crown’s commitment to subscribe for the number of New Shares so that it has a
51.00% shareholding following completion of the Offer and, where the context requires, the
participation by the Crown in the Offer or the Rights Offer (as applicable) in accordance with
that commitment.
GENESIS OFFER DOCUMENT24
Eligible ShareholderA Shareholder as at 7:00pm (NZDT) / 5:00pm (AEDT) on the Record Date who:
(a) is located in, or has a registered address in, New Zealand or Australia; or
(b) is an Institutional Investor (or a nominee of an Institutional Investor) located in/with
a registered address in Hong Kong, Norway, Singapore, Switzerland or the United
Kingdom; or
(c) is any other person to whom Genesis and the Lead Manager considers an offer of New
Shares may be made without the need for a lodged prospectus or other formality (other
than a formality with which Genesis is willing to comply),
and who is not in the United States and is not acting for the account or benefit of a person in
the United States.
Exchange RateThe A$:NZ$ exchange rate published by the Reserve Bank of New Zealand on its website at
3:00pm (NZDT) on Monday, 2 March 2026.
Existing SharesA Share on issue as at 7:00pm (NZDT) / 5:00pm (AEDT) the Record Date.
FMAThe New Zealand Financial Markets Authority.
FMCAThe New Zealand Financial Markets Conduct Act 2013.
GenesisGenesis Energy Limited
Ineligible ShareholderA Shareholder who is not an Eligible Shareholder.
Institutional InvestorA person:
(a) in New Zealand, who the Lead Manager invites to participate in the Placement and, in
relation to the Rights Offer, is a “wholesale investor” under the FMCA; or
(b) in Australia, who is a person to whom an offer for shares for issue may be lawfully made
without disclosure under Part 6D.2 of the Corporations Act because of sections 708(8)
or 708(11) of the Corporations Act; or
(c) in Hong Kong, who is a “professional investor” as defined under the Securities and
Futures Ordinance of Hong Kong, Chapter 571 of the Laws of Hong Kong; or
(d) in Norway, who is a “qualified investor” as defined in Prospectus Regulation 2017/1129
Article 2(e), cf. the Norwegian Securities Trading Act of 29 June 2007 no. 75 Section
7-1; or
(e) in Singapore, who is an “institutional investor” as defined in section 4A of the Securities
and Futures Act 2001 of Singapore, or an “accredited investor” as defined in section 4A
of the Securities and Futures Act 2001 of Singapore and as modified by regulation 3 of
the Securities and Futures (Classes of Investors) Regulations 2018 of Singapore; or
(f) in Switzerland, who is a professional client within the meaning of article 4(3) of the
Swiss Financial Services Act (FinSA), or a private client who has validly elected to be
treated as a professional client under article 5(1)-(2) of the FinSA; or
(g) in the United Kingdom, who is a “qualified investor” within the meaning of paragraph
15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 and
within the categories of persons referred to in Article 19(5) (investment professionals)
or Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.)
of the United Kingdom Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005, as amended; or
(h) in any other jurisdiction to whom Genesis and the Lead Manager consider an offer of
New Shares may be made without the need for any registration, a lodged prospectus
or other formality (other than a formality with which Genesis is willing to comply).
GENESIS OFFER DOCUMENT25
Investor PresentationThe presentation dated 23 February 2026 in relation to Genesis and the Offer titled
“Charging Up to Accelerate Growth”.
JardenJarden Securities Limited (in its capacity as Lead Manager) or Jarden Partners Limited (in its
capacity as Underwriter).
Lead ManagerJarden Securities Limited.
New SharesFully paid ordinary shares in Genesis offered under the Offer of the same class as (and
ranking equally in all respects with) all existing Shares at the time of allotment of the New
Shares.
NZ$ or $The lawful currency of New Zealand.
NZDTNew Zealand Daylight Time
NZXNZX Limited.
NZX FirmAn entity designated as an NZX Firm under the Participant Rules of NZX.
NZX Listing RulesThe listing rules of the NZX Main Board, as amended from time to time and for so long as
Genesis is admitted to the official list of such exchange.
NZX Main BoardThe main board equity securities market operated by NZX.
NZX ShareholderAn Eligible Shareholder whose Existing Shares are held on Genesis’ NZX branch register on
the Record Date.
OfferThe offer of New Shares pursuant to the Placement, the Rights Offer and the Shortfall
Bookbuild.
Offer DocumentThis document.
Offer WebsiteThe website at www.shareoffer.co.nz/genesis, where Eligible Shareholders can access
further information about the Rights Offer and where Applications (together with payment)
can be made using the online application form.
Opening Date4 March 2026, being the date that Applications may be made by Eligible Shareholders to
participate in the Rights Offer.
PlacementThe placement of New Shares to Institutional Investors announced by Genesis on 23
February 2026 to raise approximately $100 million.
PremiumThe amount per New Share, if any, by which the Bookbuild Price exceeds the Rights Offer
Price.
Public Finance ActThe New Zealand Public Finance Act 1989.
Record Date2 March 2026.
RegistrarComputershare Investor Services Limited.
RightsThe renounceable right to subscribe for 1 New Share for every 7.9 Existing Shares held
at 7:00pm (NZDT) / 5:00pm (AEDT) on the Record Date at the Rights Offer Price, issued
pursuant to the Rights Offer.
Rights OfferThe pro rata 1 for 7.9 renounceable rights offer set out in this Offer Document.
Rights Offer Price
NZ$2.05 (or the A$ Price) per New Share.
GENESIS OFFER DOCUMENT26
ShareOne fully paid ordinary share in Genesis.
ShareholderA registered holder of Shares on issue.
Shortfall BookbuildThe bookbuild process for New Shares attributable to Unexercised Rights.
UnderwriterJarden Partners Limited.
Underwriting
Agreement
The agreement entered into between Genesis and the Underwriter, a summary of the
principal terms of which are set out in Part 3: Terms of the Rights Offer under the heading
“Underwriting Agreement”.
Unexercised RightsThose Rights not taken up by 5:00pm (NZDT) / 3:00pm (AEDT) on the Closing Date,
including the Rights attributable to Ineligible Shareholders.
United States or U.S.The United States of America.
U.S. Securities ActThe U.S. Securities Act of 1933, as amended.
GENESIS OFFER DOCUMENT27
Part 5: Directory
Issuer
Genesis Energy Limited
Level 6, 155 Fanshawe Street
Auckland 1010
New Zealand
Lead Manager and Underwriter
Jarden Securities Limited (as Lead Manager)
and Jarden Partners Limited (as Underwriter)
Level 32, PwC Tower, 15 Customs Street West
Auckland 1010
New Zealand
Legal advisers
New Zealand
Bell Gully
Level 14, Deloitte Centre, 1 Queen Street
Auckland 1010
New Zealand
Australia
Herbert Smith Freehills Kramer
ANZ Tower, 161 Castlereagh Street
Sydney
NSW 2000
If you have any queries about your Rights or how to
make an Application, please contact the Registrar at:
Registrar
New Zealand
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna, Auckland 0622
New Zealand
or
Private Bag 92119
Victoria Street West
Auckland 1142
New Zealand
Freephone: 0800 991 101
Telephone: +64 9 488 8794
Website: www.shareoffer.co.nz/genesis
Email: genesis@computershare.co.nz
Australia
Computershare Investor Services Pty Limited
Yarra Falls
452 Johnston Street
Abbotsford
Victoria 3067
Australia
Freephone: 1800 501 366
Telephone: +61 3 9415 4083
---
This appendix is available as an online form
Only use this form if the online version is not available Rule 3.10.3
+ See chapter 19 for defined terms
5 February 2024 Page 1
Appendix 3B
Proposed issue of securities
Information and documents given to ASX become ASX’s property and may be made public.
If you are an entity incorporated outside Australia and you are proposing to issue a new class of
securities that will not have CDIs issued over them, you will need to obtain and provide an
International Securities Identification Number (ISIN) for that class. For offers where the securities
proposed to be issued are in an existing class of security, and the event timetable includes rights (or
entitlement for non-renounceable issues), and deferred settlement trading or a representation of such,
ASX requires the issuer to advise ASX of the ISIN code for the rights (or entitlement), and deferred
settlement trading. This code will be different to the existing class. If the securities do not rank equally
with the existing class, the same ISIN code will be used for that security to continue to be quoted while
it does not rank.
Further information on the requirement for the notification of an ISIN is available from the Create
Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.
*Denotes minimum information required for first lodgement of this form, with exceptions provided in
specific notes for certain questions. The balance of the information, where applicable, must be
provided as soon as reasonably practicable by the entity.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 2
Part 1 – Entity and announcement details
Question
no
Question Answer
1.1 *Name of entity
We (the entity here named)
give ASX the following
information about a proposed
issue of
+
securities and, if ASX
agrees to
+
quote any of the
+
securities (including any
rights) on a
+
deferred
settlement basis, we agree to
the matters set out in
Appendix 3B of the ASX
Listing Rules.
If the +securities are being
offered under a +disclosure
document or +PDS and are
intended to be quoted on ASX,
we also apply for quotation of
all of the +securities that may
be issued under the
+disclosure document or
+PDS on the terms set out in
Appendix 2A of the ASX
Listing Rules (on the
understanding that once the
final number of +securities
issued under the +disclosure
document or +PDS is known,
in accordance with Listing
Rule 3.10.3C, we will complete
and lodge with ASX an
Appendix 2A online form
notifying ASX of their issue
and applying for their
quotation).
GENESIS ENERGY LIMITED
1.2 *Registration type and number
Please supply your ABN, ARSN,
ARBN, ACN or another registration
type and number (if you supply
another registration type, please
specify both the type of registration
and the registration number).
ABN 66 032 644 255
1.3 *ASX issuer code GNE
1.4 *This announcement is
Tick whichever is applicable.
☒ A new announcement
☐ An update/amendment to a previous announcement
☐ A cancellation of a previous announcement
1.4a *Reason for update
Answer this question if your response
to Q 1.4 is “An update/amendment to
previous announcement”. A reason
must be provided for an update.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 3
1.4b *Date of previous
announcement(s) to this
update
Answer this question if your response
to Q 1.4 is “An update/amendment to
previous announcement”.
1.4c *Reason for cancellation
Answer this question if your response
to Q 1.4 is “A cancellation of previous
announcement”.
1.4d
*Date of previous
announcement(s) to this
cancellation
Answer this question if your response
to Q 1.4 is “A cancellation of previous
announcement”.
1.5 *Date of this announcement 23 February 2026
1.6 *The proposed issue is:
Note: You can select more than one
type of issue (e.g. an offer of
securities under a securities purchase
plan and a placement, however ASX
may restrict certain events from being
announced concurrently). Please
contact your ASX listings compliance
adviser if you are unsure.
☐ A +bonus issue (complete Parts 2 and 8)
☒ A standard +pro rata issue (non-renounceable or
renounceable) (complete Q1.6a and Parts 3 and 8)
☐ An accelerated offer (complete Q1.6b and Parts 3 and 8)
☐ An offer of +securities under a +securities purchase
plan (complete Parts 4 and 8)
☐ A non-+pro rata offer of +securities under a
+disclosure document or +PDS (complete Parts 5 and 8)
☐ A non-+pro rata offer to wholesale investors under an
information memorandum (complete Parts 6 and 8)
☒ A placement or other type of issue (complete Parts 7 and
8)
1.6a *The proposed standard +pro
rata issue is:
Answer this question if your response
to Q1.6 is “A standard pro rata issue
(non-renounceable or renounceable).”
Select one item from the list
An issuer whose securities are
currently suspended from trading
cannot proceed with an entitlement
offer that allows rights trading. If your
securities are currently suspended,
please consult your ASX listings
compliance adviser before proceeding
further.
☐ Non-renounceable
☒ Renounceable
1.6b *The proposed accelerated
offer is:
Answer this question if your response
to Q1.6 is “An accelerated offer”
Select one item from the list
An issuer whose securities are
currently suspended from trading
cannot proceed with an entitlement
offer that allows rights trading. If your
securities are currently suspended,
please consult your ASX listings
compliance adviser before proceeding
further.
☐ Accelerated non-renounceable entitlement offer
(commonly known as a JUMBO or ANREO)
☐ Accelerated renounceable entitlement offer
(commonly known as an AREO)
☐ Simultaneous accelerated renounceable entitlement
offer (commonly known as a SAREO)
☐ Accelerated renounceable entitlement offer with dual
book-build structure (commonly known as a
RAPIDS)
☐ Accelerated renounceable entitlement offer with retail
rights trading (commonly known as a PAITREO)
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 4
Part 2 – Details of proposed +bonus issue
If your response to Q1.6 is “A bonus issue”, please complete Parts 2A – 2D and the details of the securities proposed to be
issued in Part 8. Refer to section 1 of Appendix 7A of the Listing Rules for the timetable for bonus issues.
Part 2A – Proposed +bonus issue – conditions
Question
No.
Question Answer
2A.1 *Do any external approvals need to be
obtained or other conditions satisfied before
the +bonus issue can proceed on an
unconditional basis?
For example, this could include:
• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval
Disregard any approvals that have already been
obtained or conditions that have already been satisfied.
If any of the above approvals apply to the bonus issue,
they must be obtained before business day 0 of the
timetable. The relevant approvals must be received
before ASX can establish an ex market in the
securities.
Yes or No
2A.1a Conditions
Answer these questions if your response to Q2A.1 is “Yes”.
*Approval/ condition
Type
Select the applicable
approval/condition
from the list (ignore
those that are not
applicable). More than
one approval/condition
can be selected.
*Date for
determination
*Is the date
estimated or
actual?
The ‘date for
determination’ is
the date that
you expect to
know if the
approval is
given or
condition is
satisfied (for
example, the
date of the
security holder
meeting in the
case of security
holder approval
or the date of
the court
hearing in the
case of court
approval).
*Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval. Note that you
will need to lodge an
updated Appendix 3B
showing that all required
approvals have been
obtained and conditions
have been met prior to
business day 0 in the
timetable for the bonus
issue in Appendix 7A of
the listing rules.
Comments
+Security holder
approval
Court approval
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 5
Other (please specify
in comment section)
Part 2B – Proposed +bonus issue - issue details
Question
No.
Question Answer
2B.1 *+Class or classes of +securities that will
participate in the proposed +bonus issue
(please enter both the ASX security code &
description)
If more than one class of security will participate in the
proposed bonus issue, make sure you clearly identify
any different treatment between the classes.
2B.2
*+Class of +securities that will be issued in
the proposed +bonus issue (please enter
both the ASX security code & description)
2B.3 *Issue ratio
Enter the quantity of additional securities to be issued
for a given quantity of securities held (for example, 1
for 2 means 1 new security issued for every 2 existing
securities held).
Please only enter whole numbers (for example, a
bonus issue of 1 new security for every 2.5 existing
securities held should be expressed as “2 for 5”).
for
2B.4 *What will be done with fractional
entitlements?
Select one item from the list.
☐ Fractions rounded up to the next whole
number
☐ Fractions rounded down to the nearest
whole number or fractions disregarded
☐ Fractions sold and proceeds distributed
☐ Fractions of 0.5 or more rounded up
☐ Fractions over 0.5 rounded up
☐ Not applicable
2B.5 *Maximum number of +securities proposed
to be issued (subject to rounding)
Part 2C – Proposed +bonus issue – timetable
Question
No.
Question Answer
2C.1 *+Record date
Record date to identify security holders entitled to
participate in the bonus issue. Per Appendix 7A section
1 the record date must be at least 4 business days
from the announcement date (day 0).
2C.3 *Ex date
Per Appendix 7A section 1 the ex date is one business
day before the record date. This is also the date that
the bonus securities will commence quotation on a
deferred settlement basis.
2C.4 *Record date
Same as Q2C.1 above
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 6
2C.5 *+Issue date
Per Appendix 7A section 1 the issue date should be at
least one business day and no more than 5 business
days after the record date (the last day for the entity to
issue the bonus securities and lodge an Appendix 2A
with ASX to apply for quotation of the bonus
securities). Deferred settlement trading will end at
market close on this day.
2C.6 *Date trading starts on a normal T+2 basis
Per Appendix 7A section 1 this is one business day
after the issue date.
2C.7 *First settlement date of trades conducted
on a +deferred settlement basis and on a
normal T+2 basis
Per Appendix 7A section 1 this is two business days
after trading starts on a normal T+2 basis (3 business
days after the issue date).
Part 2D – Proposed +bonus issue – further information
Question
No.
Question Answer
2D.1 *Will holdings on different registers or sub
registers be aggregated for the purposes of
determining entitlements to the +bonus
issue?
Yes or No
2D.1a
Please explain how holdings on different
registers or subregisters will be aggregated
for the purposes of determining entitlements
Answer this question if your response to Q2D.1 is
“Yes”.
2D.2
*Countries in which the entity has +security
holders who will not be eligible to participate
in the proposed +bonus issue
Note: The entity must send each holder to whom it will
not offer the securities details of the issue and advice
that the entity will not offer securities to them (listing
rule 7.7.1(b)).
2D.3 *Will the entity be changing its
dividend/distribution policy as a result of the
proposed +bonus issue
Yes or No
2D.3a Please explain how the entity will change its
dividend/distribution policy if the proposed
+bonus issue proceeds
Answer this question if your response to Q2D.3 is
“Yes”.
2D.4 *Details of any material fees or costs to be
incurred by the entity in connection with the
proposed +bonus issue
2D.5 Any other information the entity wishes to
provide about the proposed +bonus issue
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 7
Part 3 – Details of proposed entitlement offer
If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)” or “An accelerated offer”, please
complete parts 3A, 3F and 3G and the details of the securities proposed to be issued in Part 8. Please also complete Parts 3B
and 3C if your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)” and Parts 3D and 3E if your
response to Q1.6 is “An accelerated offer”. Refer to sections 2,3,4,5 and 6 of Appendix 7A of the Listing Rules for the respective
timetables for entitlement offers, including non-renounceable, renounceable and accelerated offers.
Part 3A – Proposed entitlement offer – conditions
Question
No.
Question Answer
3A.1 *Do any external approvals need to be
obtained or other conditions satisfied before
the entitlement offer can proceed on an
unconditional basis?
For example, this could include:
• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval
Disregard any approvals that have already been
obtained or conditions that have already been satisfied.
If any of the above approvals apply to the entitlement
offer, they must be obtained before business day 0 of
the timetable. The relevant approvals must be received
before ASX can establish an ex market in the
securities.
No
3A.1a Conditions
Answer these questions if your response to Q3A.1 is “Yes”.
*Approval/ condition
Type
Select the applicable
approval/condition
from the list (ignore
those that are not
applicable). More than
one approval/condition
can be selected.
*Date for
determination
The ‘date for
determination’ is the
date that you expect to
know if the approval is
given or condition is
satisfied (for example,
the date of the security
holder meeting in the
case of security holder
approval or the date of
the court hearing in the
case of court approval).
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval. Note that you
will need to lodge an
updated Appendix 3B
showing that all required
approvals have been
obtained and conditions
have been met prior to
business day 0 in the
timetable for the
entitlement offer in
Appendix 7A of the
listing rules.
Comments
+Security holder
approval
Court approval
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval
Other (please specify
in comment section)
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 8
Part 3B – Proposed standard pro rata issue entitlement offer - offer details
If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)”, please complete the relevant
questions in this part.
Question
No.
Question Answer
3B.1 *+Class or classes of +securities that will
participate in the proposed entitlement offer
(please enter both the ASX security code &
description)
If more than one class of security will participate in the
proposed entitlement offer, make sure you clearly
identify any different treatment between the classes.
GNE: Ordinary fully paid foreign exempt
NZX.
3B.2 *+Class of +securities that will be issued in
the proposed entitlement offer (please enter
both the ASX security code & description)
GNE: Ordinary fully paid foreign exempt
NZX.
3B.3 *Offer ratio
Enter the quantity of additional securities to be offered
for a given quantity of securities held (for example, 1
for 2 means 1 new security will be offered for every 2
existing securities held).
Please only enter whole numbers (for example, an
entitlement offer of 1 new security for every 2.5 existing
securities held should be expressed as “2 for 5”).
Listing rule 7.11.3 requires that non-renounceable
offers must not exceed a ratio of 1:1. Please ensure
that you comply with listing rule 7.11.3 or have a waiver
from that rule.
1 for 7.9
3B.4 *What will be done with fractional
entitlements?
Select one item from the list.
☐ Fractions rounded up to the next whole
number
☒ Fractions rounded down to the nearest
whole number or fractions disregarded
☐ Fractions sold and proceeds distributed
☐ Fractions of 0.5 or more rounded up
☐ Fractions over 0.5 rounded up
☐ Not applicable
3B.5 *Maximum number of +securities proposed
to be issued (subject to rounding)
Approximately 146.3 million ordinary shares
(subject to rounding). The total number of
ordinary shares to be issued will be
determined by the results of the rights offer
and shortfall bookbuild. (Rights Offer)
3B.6 *Will individual +security holders be
permitted to apply for more than their
entitlement (i.e. to over-subscribe)?
Yes
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 9
3B.6a *Describe the limits on over-subscription
Answer this question if your response to Q3B.6 is
“Yes”.
Eligible shareholders who have taken up all
of their rights in full, and institutional
investors, may apply for new shares under
the shortfall bookbuild component of the
rights offer.
The price at which new shares will be issued
under the shortfall bookbuild is the
bookbuild price. The bookbuild price will be
equal to or above the Rights Offer price and
not more than the closing price on the last
trading day prior to the day of the shortfall
bookbuild.
Allocations and any necessary scaling of
applications for new shares under the
shortfall bookbuild will be determined by
GNE in consultation with Jarden Securities
Limited (in its capacity as lead manager).
3B.7 *Will a scale back be applied if the offer is
over-subscribed?
Yes
3B.7a *Describe the scale back arrangements
Answer this question if your response to Q3B.7 is
“Yes”.
GNE reserves the right to scale applications
by eligible shareholders or institutional
investors for new shares under the shortfall
bookbuild component of the Rights Offer.
Scaling of applications under the shortfall
bookbuild will be done to prioritise
allocations to eligible shareholders that
apply for additional new shares over
allocations to other applicants in the shortfall
bookbuild. Otherwise, scaling of allocations
under the shortfall bookbuild will be done on
a consistent basis by reference to the
quantum of additional shares applied for
(although GNE and Jarden Securities
Limited retain discretion to scale individual
applications for additional new shares on a
differential basis).
3B.8 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
NZD/AUD
3B.9 *Has the offer price been determined? Yes
3B.9a *What is the offer price per +security for the
retail offer?
Answer this question if your response to Q3B.9 is
“Yes”.
The offer price must be input as an amount per security
in the issue currency you have selected above using
the base unit of that currency (i.e. in Australian dollars,
rather than Australian cents, if the issue currency is
AUD).
Note that if you are proposing to have an offer price
with a fraction of a cent, the offer price must comply
with the minimum price step requirement in listing rule
7.11.2. Information about minimum price steps is
available here.
An offer price cannot be less than 0.1 Australian cents
(i.e. AUD0.001), which is the lowest price at which
securities can trade on ASX, unless the security is a
free attaching security and the offer price is nil (in
which case the offer price should be entered as ‘0.00’).
The offer price is NZ$2.05 (or the A$ price)
per share.
The A$ price will be the AUD equivalent of
NZ$2.05 determined using the A$:NZ$
exchange rate published by the Reserve
Bank of New Zealand on its website at
3:00pm (NZDT) on Monday, 2 March 2026.
The A$ price is expected to be announced
by GNE on Tuesday, 3 March 2026.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 10
3B.9b *How and when will the offer price be
determined?
Answer this question if your response to Q3B.9 is “No”.
Part 3C – Proposed standard pro rata issue – timetable
If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)”, please complete the relevant
questions in this part.
Question
No.
Question Answer
3C.1 *+Record date
Record date to identify security holders entitled to
participate in the issue. Per Appendix 7A sections 2
and 3 the record date must be at least 3 business days
from the announcement date (day 0)
7:00pm (NZDT) / 5:00pm (AEDT) on
2 March 2026
3C.2 *Ex date
Per Appendix 7A sections 2 and 3 the Ex Date is one
business day before the record date. For renounceable
issues, this is also the date that rights will commence
quotation on a deferred settlement basis.
1 March 2026
3C.3 *Date rights trading commences
For renounceable issues only - this is the date that
rights will commence quotation initially on a deferred
settlement basis
N/A – rights will not be quoted on NZX or
ASX
3C.4 *Record date
Same as Q3C.1 above
7:00pm (NZDT) / 5:00pm (AEDT) on
2 March 2026
3C.5 *Date on which offer documents will be sent
to +security holders entitled to participate in
the +pro rata issue
The offer documents can be sent to security holders as
early as business day 4 but must be sent no later than
business day 6. Business day 6 is the last day for the
offer to open.
For renounceable issues, deferred settlement trading in
rights ends at the close of trading on this day. Trading
in rights on a normal (T+2) settlement basis will start
from market open on the next business day (i.e.
business day 7) provided that the entity tells ASX by
noon Sydney time that the offer documents have been
sent or will have been sent by the end of the day.
4 March 2026
3C.6 *Offer closing date
Offers close at 5pm on this day. The date must be at
least 7 business days after the entity announces that
the offer documents have been sent to holders.
5:00pm (NZDT) / 3:00pm (AEDT) on 17
March 2026.
3C.7 *Last day to extend the offer closing date
At least 3 business days’ notice must be given to
extend the offer closing date. Notification must be
made before noon (Sydney time) on this day.
12 March 2026
3C.8 *Date rights trading ends
For renounceable issues only - rights trading ends at
the close of trading 5 business days before the
applications closing date.
N/A – rights will not be quoted on NZX or
ASX
3C.9 *Trading in new +securities commences on
a deferred settlement basis
Non-renounceable issues - the business day after the
offer closing date
Renounceable issues – the business day after the date
rights trading ends
18 March 2026
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 11
3C.10 [deleted]
3C.11 *+Issue date and last day for entity to
announce results of +pro rata issue
Per Appendix 7A section 2 and section 3, the issue
date should be no more than 5 business days after the
offer closes date (the last day for the entity to issue the
securities taken up in the pro rata issue and lodge an
Appendix 2A with ASX to apply for quotation of the
securities). Deferred settlement trading will end at
market close on this day.
24 March 2026
3C.12 *Date trading starts on a normal T+2 basis
Per Appendix 7A section 2 and 3 this is one business
day after the issue date.
25 March 2026
3C.13 *First settlement date of trades conducted
on a +deferred settlement basis and on a
normal T+2 basis
Per Appendix 7A section 2 and 3 1 this is two business
days after trading starts on a normal T+2 basis (3
business days after the issue date).
27 March 2026
Part 3D – Proposed accelerated offer – offer details
Question
No.
Question Answer
3D.1 *+Class or classes of +securities that will
participate in the proposed entitlement offer
(please enter both the ASX security code &
description)
If more than one class of security will participate in the
proposed entitlement offer, make sure you clearly
identify any different treatment between the classes.
3D.2 *+Class of +securities that will issued in the
proposed entitlement offer (please enter
both the ASX security code & description)
3D.3 *Has the offer ratio been determined? Yes or No
3D.3a *Offer ratio
Answer this question if your response to Q3D.3 is
“Yes” or “No”. If your response to Q3D.3 is “No” please
provide an indicative ratio and state as indicative.
Enter the quantity of additional securities to be offered
for a given quantity of securities held (for example, 1
for 2 means 1 new security will be offered for every 2
existing securities held).
Please only enter whole numbers (for example, an
entitlement offer of 1 new security for every 2.5 existing
securities held should be expressed as “2 for 5”).
Listing rule 7.11.3 requires that non-renounceable
offers must not exceed a ratio of 1:1. Please ensure
that you comply with listing rule 7.11.3 or have a waiver
from that rule.
for
3D.3b *How and when will the offer ratio be
determined?
Answer this question if your response to Q3D.3 is “No”.
Note that once the offer ratio is determined, this must
be provided via an update announcement.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 12
3D.4 *What will be done with fractional
entitlements?
Select one item from the list.
☐ Fractions rounded up to the next whole
number
☐ Fractions rounded down to the nearest
whole number or fractions disregarded
☐ Fractions sold and proceeds distributed
☐ Fractions of 0.5 or more rounded up
☐ Fractions over 0.5 rounded up
☐ Not applicable
3D.5 *Maximum number of +securities proposed
to be issued (subject to rounding)
3D.6
*Will individual +security holders be
permitted to apply for more than their
entitlement (i.e. to over-subscribe)?
Yes or No
3D.6a *Describe the limits on over-subscription
Answer this question if your response to Q3D.6 is
“Yes”.
3D.7
*Will a scale back be applied if the offer is
over-subscribed?
Yes or No
3D.7a *Describe the scale back arrangements
Answer this question if your response to Q3D.7 is
“Yes”.
3D.8 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
3D.9 *Has the offer price for the institutional offer
been determined?
Yes or No
3D.9a *What is the offer price per +security for the
institutional offer?
Answer this question if your response to Q3D.9 is
“Yes”. An indicative offer price must be provided if your
response to Q3D.9 is “No”. A final offer price must be
provided no later than 9am on the day the trading halt
is lifted.
The offer price must be input as an amount per security
in the issue currency you have selected above using
the base unit of that currency (i.e. in Australian dollars,
rather than Australian cents, if the issue currency is
AUD).
Note that if you are proposing to have an offer price
with a fraction of a cent, the offer price must comply
with the minimum price step requirement in listing rule
7.11.2. Information about minimum price steps is
available here.
An offer price cannot be less than 0.1 Australian cents
(i.e. AUD0.001), which is the lowest price at which
securities can trade on ASX, unless the security is a
free attaching security and the offer price is nil (in
which case the offer price should be entered as ‘0.00’).
3D.9b *How and when will the offer price for the
institutional offer be determined?
Answer this question if your response to Q3D.9 is “No”.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 13
3D.9c *Will the offer price for the institutional offer
be determined by way of a bookbuild?
Answer this question if your response to Q3D.9 is “No”.
If your response to this question is “Yes”, please note
the information that ASX expects to be announced
about the results of the bookbuild set out in
section 4.12 of Guidance Note 30 Notifying an Issue of
Securities and Applying for their Quotation.
Yes or No
3D.9d *Provide details of the parameters that will
apply to the bookbuild for the institutional
offer (e.g. the indicative price range for the
bookbuild)
Answer this question if your response to Q3D.9 is “No”
and your response to Q3D.9c is “Yes”.
3D.10
*Has the offer price for the retail offer been
determined?
Yes or No
3D.10a *What is the offer price per +security for the
retail offer?
Answer this question if your response to Q3D.10 is
“Yes”. An indicative offer price must be provided if your
response to Q3D.10 is “No”. A final offer price must be
provided no later than 9am on the day the trading halt
is lifted.
The offer price must be input as an amount per security
in the issue currency you have selected above using
the base unit of that currency (i.e. in Australian dollars,
rather than Australian cents, if the issue currency is
AUD).
Note that if you are proposing to have an offer price
with a fraction of a cent, the offer price must comply
with the minimum price step requirement in listing rule
7.11.2. Information about minimum price steps is
available here.
An offer price cannot be less than 0.1 Australian cents
(i.e. AUD0.001), which is the lowest price at which
securities can trade on ASX, unless the security is a
free attaching security and the offer price is nil (in
which case the offer price should be entered as ‘0.00’).
3D.10b *How and when will the offer price for the
retail offer be determined?
Answer this question if your response to Q3D.10 is
“No”.
Part 3E – Proposed accelerated offer – timetable
If your response to Q1.6 is “An accelerated offer”, please complete the relevant questions in this Part.
Question
No.
Question Answer
3E.1a *First day of trading halt
The entity is required to announce the accelerated offer
and give a completed Appendix 3B to ASX. If the
accelerated offer is conditional on security holder
approval or any other requirement, that condition must
have been satisfied and the entity must have
announced that fact to ASX. An entity should also
consider the rights of convertible security holders to
participate in the issue and what, if any, notice needs
to be given to them in relation to the issue
3E.1b *Announcement date of accelerated offer
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 14
3E.2 *Trading resumes on an ex-entitlement
basis (ex date)
For JUMBO, ANREO, AREO, SAREO, RAPIDs offers
3E.3 *Trading resumes on ex-rights basis
For PAITREO offers only
3E.4 *Rights trading commences
For PAITREO offers only
3E.5 *Date offer will be made to eligible
institutional +security holders
3E.6
*Application closing date for institutional
+security holders
3E.7 Institutional offer shortfall book build date
For AREO, SAREO, RAPIDs, PAITREO offers
3E.8 *Announcement of results of institutional
offer
The announcement should be made before the
resumption of trading following the trading halt.
3E.9 *+Record date
Record date to identify security holders entitled to
participate in the offer. Per Appendix 7A sections 4, 5
and 6 the record date must be at least 2 business days
from the announcement date (day 0).
3E.10 Settlement date of new +securities issued
under institutional entitlement offer
If DvP settlement applies, provided the Appendix 2A is
given to ASX before noon (Sydney time) this day,
normal trading in the securities will apply on the next
business day, and if DvP settlement does not apply on
the business day after that.
3E.11 *+Issue date for institutional +security
holders
3E.12 *Normal trading of new +securities issued
under institutional entitlement offer
3E.13
*Date on which offer documents will be sent
to retail +security holders entitled to
participate in the +pro rata issue
The offer documents can be sent to security holders as
early as business day 4 but must be sent no later than
business day 6. Business day 6 is the last day for the
offer to open. For renounceable offers, deferred
settlement trading in rights ends at the close of trading
on this day. Trading in rights on a normal (T+2)
settlement basis will start from market open on the next
business day (i.e. business day 7) provided that the
entity tells ASX by noon Sydney time that the offer
documents have been sent or will have been sent by
the end of the day.
3E.14 *Offer closing date for retail +security
holders
Offers close at 5pm on this day. The date must be at
least 7 business days after the entity announces that
the offer documents have been sent to holders.
3E.15 *Last day to extend the retail offer closing
date
At least 3 business days’ notice must be given to
extend the offer closing date. Notification must be
made before noon (Sydney time) on this day.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 15
3E.16 *Rights trading end date
For PAITREO offers only
3E.17
*Trading in new +securities commences on
a deferred settlement basis
For PAITREO offers only
The business day after rights trading end date
3E.18 [deleted]
3E.19 Last day to announce results of retail offer,
bookbuild for any shortfall (if applicable)
Note this is the last day to announce results of retail
offer for all offers except JUMBO and ANREO offers.
3E.20 Entity announces results of bookbuild
(including any information about the
bookbuild expected to be disclosed under
section 4.12 of Guidance Note 30)
For all offers except JUMBO, ANREO
3E.21 *+Issue date for retail +security holders and
last day for entity to announce results of
retail offer
Per Appendix 7A section 4, the issue date should be
no more than 5 business days after the offer closes
date. Per Appendix 7A sections 5 and 6, the issue date
should be no more than 8 business days after the offer
closes date. This is the last day for the entity to issue
the securities taken up in the pro rata issue and lodge
an Appendix 2A with ASX to apply for quotation of the
securities. Deferred settlement trading (if applicable)
will end at market close on this day.
Note, this is the last day for entity to announce results
of retail offer for JUMBO and ANREO offers only.
3E.22 *Date trading starts on a normal T+2 basis
For PAITREO offers only
This is one business day after the issue date.
3E.23 *First settlement date of trades conducted
on a +deferred settlement basis and on a
normal T+2 basis
For PAITREO offers only
This is two business days after trading starts on a
normal T+2 basis (3 business days after the issue
date).
Part 3F – Proposed entitlement offer – fees and expenses
Question
No.
Question Answer
3F.1
*Will there be a lead manager or broker to
the proposed offer?
Yes
3F.1a *Who is the lead manager/broker?
Answer this question if your response to Q3F.1 is
“Yes”.
Jarden Securities Limited (Lead Manager)
3F.1b
*What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q3F.1 is
“Yes”.
The Lead Manager will receive a lead
manager fee for arranging the Rights Offer
equal to 0.7% of the gross proceeds to be
raised under the Rights Offer.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 16
3F.2 *Is the proposed offer to be underwritten? Yes
3F.2a *Who are the underwriter(s)?
Answer this question if your response to Q3F.2 is
“Yes”.
Note for issuers that are an ASX Listing (i.e. not an
ASX Debt Listing or ASX Foreign Exempt Listing): If
you are seeking to rely on listing rule 7.2 exception 2 to
issue the securities without security holder approval
under listing rule 7.1 and without using your placement
capacity under listing rules 7.1 or 7.1A, you must
include the details asked for in this and the next 3
questions.
Jarden Partners Limited (Underwriter)
3F.2b *What is the extent of the underwriting (i.e.
the amount or proportion of the offer that is
underwritten)?
Answer this question if your response to Q3F.2 is
“Yes”.
The Sovereign in right of New Zealand (the
Crown) has committed to subscribe for the
number of new shares so that the Crown
has a 51.00% shareholding following
completion of the Offer (the Crown
Participation).
The Offer (other than the Crown
Participation) is underwritten by Jarden
Partners Limited.
3F.2c
*What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q3F.2 is
“Yes”.
This includes any applicable discount the underwriter
receives to the issue price payable by participants in
the issue.
GNE agrees to pay an aggregated
underwriting fee of 1.50% of the total gross
proceeds raised under the Offer (excluding
the Crown Participation).
GNE agrees to pay the Crown a fee of 0.5%
of the total gross proceeds raised from the
Crown under the Offer through the Crown
Participation and agrees to pay certain of
the external costs, expenses, fees and
disbursements incurred by the Crown in
connection with the Offer.
3F.2d *Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q3F.2 is
“Yes”.
You may cross-refer to a disclosure document, PDS,
information memorandum, investor presentation or
other announcement with this information provided it
has been released on the ASX Market Announcements
Platform.
A summary of the significant events that
could lead to the underwriting agreement
being terminated is set out under the
heading “Underwriting Agreement” in Part 3
of the offer document for the rights offer
dated 23 February 2026.
3F.2e *Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed offer?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q3F.2 is “Yes”.
No
3F.2e(i) *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q3F.2e is “Yes”.
Note: If you are seeking to rely on listing rule 10.12
exception 2 to issue the securities to the underwriter or
sub-underwriter without security holder approval under
listing rule 10.11, you must include the details asked
for in this and the next 2 questions. If there is more
than one party referred to in listing rule 10.11 acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 17
3F.2e(ii) *What is the extent of their underwriting or
sub-underwriting (i.e. the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q3F.2e is “Yes”.
3F.2e(iii) *What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q3F.2e is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
3F.3 *Will brokers who lodge acceptances or
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?
No
3F.3a *Will the handling fee or commission be
dollar based or percentage based?
Answer this question if your response to Q3F.3 is
“Yes”.
Dollar based ($) or percentage based (%)
3F.3b *Amount of handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q3F.3 is “Yes”
and your response to Q3F.3a is “dollar based”.
$
3F.3c *Percentage handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q3F.3 is “Yes”
and your response to Q3F.3a is “percentage based”.
%
3F.3d Please provide any other relevant
information about the handling fee or
commission method
Answer this question if your response to Q3F.3 is
“Yes”.
3F.4 Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed offer
GNE agrees to pay the Crown a fee of 0.5%
of the total gross proceeds raised from the
Crown under the Offer through the Crown
Participation and agrees to pay certain
external costs, expenses, fees and
disbursements incurred by the Crown in
connection with the Offer.
Share registry fees, settlement fees,
external adviser fees and NZX/ASX
administrative fees.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 18
Part 3G – Proposed entitlement offer – further information
Question
No.
Question Answer
3G.1 *The purpose(s) for which the entity intends
to use the cash raised by the proposed
issue
You may select one or more of the items in the list.
☐ For additional working capital
☐ To fund the retirement of debt
☐ To pay for the acquisition of an asset
[provide details below]
☐ To pay for services rendered [provide
details below]
☒ Other [provide details below]
Additional details:
Please refer to the Investor Presentation
announced to ASX/NZX on 23 February
2026.
3G.2 *Will holdings on different registers or
subregisters be aggregated for the
purposes of determining entitlements to the
issue?
No
3G.2a *Please explain how holdings on different
registers or subregisters will be aggregated
for the purposes of determining
entitlements.
Answer this question if your response to Q3G.2 is
“Yes”.
3G.3 *Will the entity be changing its
dividend/distribution policy if the proposed
issue is successful?
No
3G.3a *Please explain how the entity will change
its dividend/distribution policy if the
proposed issue is successful
Answer this question if your response to Q3G.3 is
“Yes”.
3G.4
*Countries in which the entity has +security
holders who will not be eligible to participate
in the proposed issue
For non-renounceable issues (including
accelerated): The entity must send each holder to
whom it will not offer the securities details of the issue
and advice that the entity will not offer securities to
them (listing rule 7.7.1(b)).
For renounceable issues (including accelerated):
The entity must send each holder to whom it will not
offer the securities details of the issue and advice that
the entity will not offer securities to them. It must also
appoint a nominee to arrange for the sale of the
entitlements that would have been given to those
holders and to account to them for the net proceeds of
the sale and advise each holder not given the
entitlements that a nominee in Australia will arrange for
sale of the entitlements and, if they are sold, for the net
proceeds to be sent to the holder (listing rule 7.7.1(b)
and (c)).
Any shareholder who is not as at 7:00pm
(NZDT) / 5:00pm (AEDT) on the Record
Date: (a) located in, or has a registered
address in, New Zealand or Australia; or (b)
an Institutional Investor (or a nominee of an
Institutional Investor) located in/with a
registered address in Hong Kong, Norway,
Singapore, Switzerland or the United
Kingdom.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 19
3G.5 *Will the offer be made to eligible
beneficiaries on whose behalf eligible
nominees or custodians hold existing
+securities
Yes
3G.5a *Please provide further details of the offer to
eligible beneficiaries
Answer this question if your response to Q3G.5 is
“Yes”.
If, for example, the entity intends to issue a notice to
eligible nominees and custodians please indicate here
where it may be found and/or when the entity expects
to announce this information. You may enter a URL.
Nominees and custodians with registered
addresses in eligible jurisdictions may be
able to participate in the Rights Offer in
respect of some or all of the beneficiaries on
whose behalf they hold Existing Shares,
provided that the applicable beneficiary
would satisfy the criteria for an Eligible
Shareholder.
Nominees and custodians who hold Existing
Shares as nominees or custodians will
receive an email from Computershare on
behalf of GNE.
3G.6 URL on the entity's website where investors
can download information about the
proposed issue
www.shareoffer.co.nz/genesis
3G.7 Any other information the entity wishes to
provide about the proposed issue
3G.8 *Will the offer of rights under the rights issue
be made under a +disclosure document or
product disclosure statement under Chapter
6D or Part 7.9 of the Corporations Act (as
applicable)?
No
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 20
Part 4 – Details of proposed offer under +securities purchase plan
If your response to Q1.6 is “An offer of securities under a securities purchase plan”, please complete Parts 4A – 4F and the
details of the securities proposed to be issued in Part 8. Refer to section 12 of Appendix 7A of the Listing Rules for the timetable
for securities purchase plans.
Part 4A – Proposed offer under +securities purchase plan – conditions
Question
No.
Question Answer
4A.1
*Do any external approvals need to be
obtained or other conditions satisfied before
the offer of +securities under the +securities
purchase plan can proceed on an
unconditional basis?
For example, this could include:
• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval
Disregard any approvals that have already been
obtained or conditions that have already been satisfied.
Yes or No
4A.1a
Conditions
Answer these questions if your response to 4A.1 is “Yes”.
*Approval/ condition
Type
Select the applicable
approval/condition
from the list (ignore
those that are not
applicable). More than
one approval/condition
can be selected.
*Date for
determination
The ‘date for
determination’ is the
date that you expect to
know if the approval is
given or condition is
satisfied (for example,
the date of the security
holder meeting in the
case of security holder
approval or the date of
the court hearing in the
case of court approval).
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval.
Comments
+Security holder
approval
Court approval
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval
Other (please specify
in comment section)
Part 4B – Proposed offer under +securities purchase plan – offer details
Question
No.
Question Answer
4B.1
*+Class or classes of +securities that will
participate in the proposed offer (please
enter both the ASX security code &
description)
If more than one class of security will participate in the
securities purchase plan, make sure you clearly identify
any different treatment between the classes.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 21
4B.2 *+Class of +securities to be offered to them
under the +securities purchase plan (please
enter both the ASX security code &
description)
Only existing classes of securities may be offered in a
securities purchase plan.
A +security purchase plan is defined in Chapter 19 of
the Listing Rules as a purchase plan, as defined in
ASIC Corporations (Share and Interest Purchase
Plans) Instrument 2019/54. The ASIC Corporations
(Share and Interest Purchase Plans) Instrument
2019/54 is relevant for shares or interest that are in a
class which is quoted on the financial market operated
by ASX. Unquoted securities and securities that are not
yet quoted on ASX do not fall within the definition of
+security purchase plan, this has consequences for
Listing Rules 7.2 exception 5 and 10.12 exception 4.
Please ensure that you have received appropriate legal
advice with regards to an offer that includes an offer of
attaching securities.
4B.2a If the offer includes attaching +securities –
please confirm whether the offer of the
attaching +securities is a separate offer to
the offer pursuant to the +security purchase
plan
Yes or No
4B.2b If the offer includes attaching +securities –
please confirm whether the attaching
+securities are being offered under a
+disclosure document or +PDS
Yes or No
4B.3 *Maximum total number of those +securities
that could be issued if all offers under the
+securities purchase plan are accepted
4B.4 *Will the offer be conditional on applications
for a minimum number of +securities being
received or a minimum amount being raised
(i.e. a minimum subscription condition)?
Yes or No
4B.4a *Describe the minimum subscription
condition
Answer this question if your response to Q4B.4 is
“Yes”.
4B.5 *Will the offer be conditional on applications
for a maximum number of +securities being
received or a maximum amount being
raised (i.e. a maximum subscription
condition)?
Yes or No
4B.5a *Describe the maximum subscription
condition
Answer this question if your response to Q4B.5 is
“Yes”.
4B.6 *Will individual +security holders be
required to accept the offer for a minimum
number or value of +securities (i.e. a
minimum acceptance condition)?
Yes or No
4B.6a *Describe the minimum acceptance
condition
Answer this question if your response to Q4B.6 is
“Yes”.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 22
4B.7 *Will individual +security holders be limited
to accepting the offer for a maximum
number or value of +securities (i.e. a
maximum acceptance condition)?
Yes or No
4B.7a *Describe the maximum acceptance
condition
Answer this question if your response to Q4B.7 is
“Yes”.
4B.8
*Describe all the applicable parcels
available for this offer in number of
securities or dollar value
For example, the offer may allow eligible holders to
subscribe for one of the following parcels: $2,500,
$7,500, $10,000, $15,000, $20,000, $30,000.
4B.9 *Will a scale back be applied if the offer is
over-subscribed?
Yes or No
4B.9a *Describe the scale back arrangements
Answer this question if your response to Q4B.9 is
“Yes”.
4B.10 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
4B.11 *Has the offer price been determined? Yes or No
4B.11a *What is the offer price per +security?
Answer this question if your response to Q4B.11 is
“Yes” using the currency specified in your answer to
Q4B.9.
4B.11b *How and when will the offer price be
determined?
Answer this question if your response to Q4B.11 is
“No”.
Part 4C – Proposed offer under +securities purchase plan – timetable
Question
No.
Question Answer
4C.1 *Date of announcement of +security
purchase plan
The announcement of the security purchase plan must
preferably be made prior to the commencement of
trading on the announcement date but ASX will accept
announcements after this time.
4C.2 *+Record date
This is the date to identify security holders who may
participate in the security purchase plan. Per Appendix
7A section 12 of the Listing Rules, this day is one
business day before the entity announces the security
purchase plan.
Note: the fact that an entity's securities may be in a
trading halt or otherwise suspended from trading on
this day does not affect this date being the date for
identifying which security holders may participate in the
security purchase plan.
4C.3 *Date on which offer documents will be
made available to investors
4C.4 *Offer open date
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 23
4C.5 *Offer closing date
4C.6 [deleted]
4C.7 *+Issue date and last day for entity to
announce results of +security purchase plan
offer
Per Appendix 7A section 12 of the Listing Rules, the
last day for the entity to issue the securities purchased
under the plan is no more than 5 business days after
the closing date. The entity should lodge an Appendix
2A with ASX applying for quotation of the securities
before noon Sydney time on this day
Part 4D – Proposed offer under +securities purchase plan – listing rule requirements
Question
No.
Question Answer
4D.1 *Does the offer under the +securities
purchase plan meet all of the requirements
of listing rule 7.2 exception 5 or do you have
a waiver from those requirements?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
Listing rule 7.2 exception 5 can only be used once in
any 12 month period and only applies where:
• the +security purchase plan satisfies the conditions
in ASIC Corporations (Share and Interest Purchase
Plans) Instrument 2019/547 or would otherwise
satisfy those conditions but for the fact that the
entity’s securities have been suspended from
trading on ASX for more than a total of 5 days
during the 12 months before the day on which the
offer is made under the plan or, if the securities
have been quoted on ASX for less than 12 months,
during the period of quotation;
• the number of +securities to be issued under the
SPP must not be greater than 30% of the number of
fully paid +ordinary securities already on issue; and
• the issue price of the +securities must be at least
80% of the +volume weighted average market price
for +securities in that +class, calculated over the
last 5 days on which sales in the +securities were
recorded, either before the day on which the issue
was announced or before the day on which the
issue was made.
Please note that the offer of securities under the plan
also will not meet the requirements of listing rule 10.12
exception 4, meaning that parties referred to in listing
rule 10.11.1 to 10.11.5 will need to obtain security
holder approval under listing rule 10.11 to participate in
the offer.
Yes or No
4D.1a *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing and
your response to Q4D.1 is “No”.
Yes or No
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 24
4D.1a(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity’s 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing,
your response to Q4D.1 is “No” and your response to
Q4D.1a is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure B to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1 to issue
that number of securities.
4D.1b *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A (if
applicable)?
Answer this question if the issuer is an ASX Listing and
your response to Q4D.1 is “No”.
Yes or No
4D.1b(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A?
Answer this question if the issuer is an ASX Listing,
your response to Q4D.1 is “No” and your response to
Q4D.1b is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure C to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1A to
issue that number of securities.
Part 4E – Proposed offer under +securities purchase plan – fees and expenses
Question
No.
Question Answer
4E.1 *Will there be a lead manager or broker to
the proposed offer?
Yes or No
4E.1a *Who is the lead manager/broker?
Answer this question if your response to Q4E.1 is
“Yes”.
4E.1b *What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q4E.1 is
“Yes”.
4E.2 *Is the proposed offer to be underwritten? Yes or No
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 25
4E.2a *Who are the underwriter(s)?
Answer this question if your response to Q4E.2 is
“Yes”.
Note for issuers that are an ASX Listing (i.e. not an
ASX Debt Listing or ASX Foreign Exempt Listing):
listing rule 7.2 exception 5 does not extend to an issue
of securities to or at the direction of an underwriter of
an SPP. The issue will require security holder approval
under listing rule 7.1 if you do not have the available
placement capacity under listing rules 7.1 and/or 7.1A
to cover the issue. Likewise, listing rule 10.12
exception 4 does not extend to an issue of securities to
or at the direction of an underwriter of an SPP. If a
party referred to in listing rule 10.11 is underwriting the
proposed offer, this will require security holder approval
under listing rule 10.11.
4E.2b *What is the extent of the underwriting (i.e.
the amount or proportion of the offer that is
underwritten)?
Answer this question if your response to Q4E.2 is
“Yes”.
4E.2c *What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q4E.2 is
“Yes”.
This information includes any applicable discount the
underwriter receives to the issue price payable by
participants in the issue.
4E.2d *Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q4E.2 is
“Yes”.
You may cross-refer to a disclosure document, PDS,
information memorandum, investor presentation or
other announcement with this information provided it
has been released on the ASX Market Announcements
Platform.
4E.2e *Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed offer?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q4E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11. Listing rule
10.12 exception 4 does not extend to an issue of
securities to an underwriter or sub-underwriter of an
SPP.
Yes or No
4E.2e(i) *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q4E.2e is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.
4E.2e(ii) *What is the extent of their underwriting or
sub-underwriting (i.e. the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q4E.2e is “Yes”.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 26
4E.2e(iii) *What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q4E.2e is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
4E.3 *Will brokers who lodge acceptances or
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?
Yes or No
4E.3a *Will the handling fee or commission be
dollar based or percentage based?
Answer this question if your response to Q4E.3 is
“Yes”.
Dollar based ($) or percentage based (%)
4E.3b
*Amount of handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q4E.3 is “Yes”
and your response to Q4E.3a is “dollar based”.
$
4E.3c *Percentage handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q4E.3 is “Yes”
and your response to Q4E.3a is “percentage based”.
%
4E.3d Please provide any other relevant
information about the handling fee or
commission method
Answer this question if your response to Q4E.3 is
“Yes”.
4E.4 Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed offer
Part 4F – Proposed offer under +securities purchase plan – further information
Question
No.
Question Answer
4F.1 *The purpose(s) for which the entity intends
to use the cash raised by the proposed
issue
You may select one or more of the items in the list.
☐ For additional working capital
☐ To fund the retirement of debt
☐ To pay for the acquisition of an asset
[provide details below]
☐ To pay for services rendered [provide
details below]
☐ Other [provide details below]
Additional details:
4F.2
*Will the entity be changing its
dividend/distribution policy if the proposed
issue is successful?
Yes or No
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 27
4F.2a *Please explain how the entity will change
its dividend/distribution policy if the
proposed issue is successful
Answer this question if your response to Q4F.2 is
“Yes”.
4F.3 Countries in which the entity has +security
holders who will not be eligible to participate
in the proposed offer
4F.4
*URL on the entity's website where
investors can download information about
the proposed offer
4F.5 Any other information the entity wishes to
provide about the proposed offer
Part 5 – Details of proposed non-pro rata offer under a +disclosure
document or +PDS
If your response to Q1.6 is “A non-pro rata offer of securities under a disclosure document or PDS”, please complete Parts 5A –
5F and the details of the securities proposed to be issued in Part 8.
Part 5A - Proposed non-pro rata offer under a +disclosure document or +PDS –
conditions
Question
No.
Question Answer
5A.1
*Do any external approvals need to be
obtained or other conditions satisfied before
the non-pro rata offer of +securities under a
+disclosure document or + PDS can
proceed on an unconditional basis?
For example, this could include:
• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval
Disregard any approvals that have already been
obtained or conditions that have already been satisfied.
Yes or No
5A.1a Conditions
Answer these questions if your response to 5A.1 is “Yes”.
*Approval/ condition
Type
Select the applicable
approval/condition
from the list (ignore
those that are not
applicable). More than
one approval/condition
can be selected.
*Date for
determination
The ‘date for
determination’ is the
date that you expect to
know if the approval is
given or condition is
satisfied (for example,
the date of the security
holder meeting in the
case of security holder
approval or the date of
the court hearing in the
case of court approval).
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval.
Comments
+Security holder
approval
Court approval
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 28
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval
Other (please specify
in comment section)
Part 5B – Proposed non-pro rata offer under a +disclosure document or +PDS –
offer details
Question
No.
Question Answer
5B.1
*+Class of +securities to be offered under
the +disclosure document or +PDS (please
enter both the ASX security code &
description)
5B.2 *The number of +securities to be offered
under the +disclosure document or +PDS
If the number of securities proposed to be issued is
based on a formula linked to a variable (for example,
VWAP or an exchange rate or interest rate), include the
number of securities based on the variable as at the
date the Appendix 3B is lodged with ASX and add a
note in the “Any other information the entity wishes to
provide about the proposed offer” field at the end of this
form making it clear that this number is based on the
variable as at the date of the Appendix 3B and that it
may change.
5B.3 *Will the offer be conditional on applications
for a minimum number of +securities being
received or a minimum amount being raised
(i.e. a minimum subscription condition)?
Yes or No
5B.3a *Describe the minimum subscription
condition
Answer this question if your response to Q5B.3 is
“Yes”.
5B.4 *Will the entity be entitled to accept over-
subscriptions?
Yes or No
5B.4a *Provide details of the number or value of
over-subscriptions that the entity may
accept
Answer this question if your response to Q5B.4 is
“Yes”.
5B.5 *Will individual investors be required to
accept the offer for a minimum number or
value of
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Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.