AI assistant
GENESIS ENERGY LIMITED — Proxy Solicitation & Information Statement 2023
Sep 5, 2023
65002_rns_2023-09-05_9e14d5f7-99d0-461d-b2bd-bf8d74a1a944.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
==> picture [53 x 53] intentionally omitted <==
MARKET RELEASE
Date: 6 September 2023
NZX: GNE / ASX: GNE
2023 Annual Shareholder Meeting, Notice of Meeting
Genesis Energy advises that the following documents will be sent to the Company’s shareholders today:
-
The Notice of the 2023 Annual Shareholder Meeting ( ASM ); and
-
The Proxy Form for the ASM;
The ASM will be hybrid, with shareholders able to attend in person or online.
Physical: World Cup Lounge West, Level 4, South Stand, Eden Park, Reimers Avenue, Kingsland, Auckland. Online: https://meetnow.global/nz
The meeting will be held on Friday 13 October 2023, commencing at 10.00 am. An electronic copy of the Notice of Meeting and Proxy Form is also available on the Genesis Energy investor website at https://www.genesisenergy.co.nz/investor/results-and-reports/annual-shareholders-meeting
ENDS
For investor relations enquiries, please contact: For media enquiries, please contact: Tim McSweeney Chris Mirams GM Investor Relations & Market Risk GM Communications and Media M: 027 200 5548 M: 027 246 1221
About Genesis Energy
Genesis Energy (NZX: GNE, ASX: GNE) is a diversified New Zealand energy company. Genesis sells electricity, reticulated natural gas and LPG through its retail brands of Genesis and Frank and is one of New Zealand’s largest energy retailers with approximately 500,000 customers. The Company generates electricity from a diverse portfolio of thermal and renewable generation 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 $NZ2.4 billion during the 12 months ended 30 June 2023. More information can be found at www.genesisenergy.co.nz
Notice of Annual Shareholder Meeting
Notice is hereby given that the 2023 Annual Shareholder Meeting of Genesis Energy Limited will be held on
Friday 13 October 2023, commencing at 10:00am
Join us in person or online at:
Physical: World Cup Lounge West, Level 4, South Stand, Eden Park, Reimers Avenue, Kingsland, Auckland
Online: https://meetnow.global/nz
The meeting venue will be open for registrations at 9:00am. Light refreshments will be available prior to the start of the meeting, from 9:00 am.
For online attendance, please refer to the Virtual Participation instructions in section 4 of this Notice of Meeting.
Important dates and times
All times are in New Zealand Standard Time.
Eligibility date for attending the Annual Shareholder Meeting:
Tuesday 10 October 2023, close of trading.
Latest time for receipt of proxy forms: Wednesday 11 October 2023, 10am
Annual Shareholder Meeting: Friday 13 October 2023, 10am
www.genesisenergy.co.nz www.genesisenergy.co.nz/investors
Order of Business
Light refreshments will be available prior to the formal part of the Annual Shareholder Meeting which commences at 10:00am.
-
A. Chairman’s address
-
B. Chief Executive’s review
-
C. Shareholder questions
D. General business
To consider such other business as may lawfully be raised at the meeting
Please note that there are no formal resolutions to be put to the meeting this year
On behalf of the Board
==> picture [73 x 38] intentionally omitted <==
Matthew Osborne Company Secretary 1 September 2023
Procedural Notes and Other Information
1. Hybrid Meeting
All shareholders will have the option to attend and participate in the Annual Shareholder Meeting either in person or, alternatively, online via an internet connection using a computer, laptop, tablet or smartphone. Entitlements to attend the Annual Shareholder Meeting will be determined at the close of trading on Tuesday, 10 October 2023.
In the event that the Board determines a physical meeting is inappropriate in the circumstances, Genesis Energy may, in its sole discretion, elect to hold the Annual Shareholder Meeting as a virtual only meeting.
Details of how to attend and participate in the Annual Shareholder Meeting virtually are set out in section 4 below.
2. Appointment of Proxy
If you wish to appoint a proxy to attend the Annual Shareholder Meeting on your behalf you should complete and return the Proxy Form, which is enclosed with this Notice of Meeting (see below for further details). A proxy need not be a shareholder of the Company.
If your proxy intends to join the meeting virtually, please ensure that you provide their contact details in the space provided on the Proxy Form.
Proxy Forms must be returned to the office of the Company’s share registrar, Computershare Investor Services Limited, by one of the following methods:
-
a. by mail in the enclosed pre-paid envelope; or
-
b. by scan and email to corporateactions@computershare. co.nz.
To be effective, the Proxy Form must be received by the Company’s share registrar, or the online appointment completed, no later than 10.00am (NZST) on Wednesday 11 October 2023.
You may revoke your proxy by giving written notice of revocation to the Company in the manner set out above, which notice must be received by the Company’s share registrar no later than 10.00am (NZST) on Wednesday 11 October 2023.
A corporation may appoint a person to attend the meeting as its representative in the same manner as it may appoint a proxy.
If you are attending in person, please bring the enclosed Proxy Form to the Annual Shareholder Meeting to assist with your registration.
3. Resolutions
Due to the timing of director rotations, there are no resolutions to be put to the meeting this year. However, if additional matters are raised by shareholders during the meeting that require a shareholder vote:
-
a. if you have appointed a proxy, your proxy will have discretion to vote as he or she sees fit; and.
-
b. voting will be conducted by way of poll.
Voting entitlements for any such vote will be determined at the close of trading on Tuesday, 10 October 2023.
4. Virtual Participation
Shareholders can attend the meeting virtually through the Computershare Meeting Platform https://meetnow. global/nz.
To access the meeting, select ‘New Zealand’ from the drop-down box, click ‘Go’ under the Genesis Energy meeting and then click ‘JOIN MEETING NOW’. By using the meeting platform, you will be able to watch the meeting, and ask questions online using your smartphone, tablet or desktop device. You will need the latest version of Chrome, Safari or Edge to access the meeting. Please ensure your browser is compatible.
Shareholders may send questions in advance of the meeting to investor. relations@genesisenergy. co.nz. The main themes will be aggregated and responded to at the meeting, provided that the Company reserves the right not to address questions that, in the Chairman’s opinion, are not reasonable or appropriate in the context of an Annual Shareholder Meeting, or any written question in advance of the meeting that was not received by the close of business on Friday 6 October 2023.
If you have any questions, or need assistance with the online process, please contact Computershare on
+64 9 488 8777 between 8.30am and 5.00pm (NZST) Monday to Friday
or by email to corporateactions@ computershare.co.nz.
5. Refreshments
Light refreshments will be available immediately prior to the meeting, rather than after the conclusion of the formal part of the meeting.
RSVP
To assist in our planning, we would be grateful if you would complete this form if you wish to attend this year’s Annual Shareholder Meeting in person.
Yes I will attend Name: Number of attendees:
Please return by mail in the enclosed pre-paid envelope or scan and email to [email protected]
==> picture [74 x 73] intentionally omitted <==
Lodge your Proxy Form Online
www.investorvote.co.nz
By Mail Computershare Investor Services Limited Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
+64 9 488 8777
By Email [email protected]
The 2023 Annual Shareholder Meeting of Genesis Energy Limited will be held on Friday, 13 October 2023 at World Cup Lounge West, Level 4, South Stand, 42 Reimers Avenue, Kingsland, Auckland and online through Computershare’s Meeting Platform https://meetnow.global/nz commencing at 10.00am.
Proxy Form
For your proxy to be effective it must be received by 10:00am (NZST) Wednesday, 11 October 2023.
Please note that, in the event that the Board determines that it is inappropriate to hold a physical meeting, Genesis Energy may, in its sole discretion, elect to hold the Annual Shareholder Meeting in only a virtual format. In those circumstances, Genesis Energy will provide shareholders with as much notice as is reasonably practicable by way of an announcement to the NZX and ASX and on Genesis Energy’s website. Please see section 4 of the Procedural Notes and Other Information for further information on how to participate in the meeting virtually.
Please note that, due to the timing of director rotations, there are no resolutions to be put to the Meeting. However, if additional matters are raised by shareholders during the meeting that require a shareholder vote, voting will be conducted by poll and your proxy (if one is appointed by you) will be entitled to vote on those additional matters as he or she thinks fit.
Signing Instructions for the Proxy Form
Individual
Where a shareholder is an individual, this Proxy Form must be signed by the shareholder or his or her duly authorised attorney.
Joint Shareholding
In the case of joint shareholding, this Proxy Form must be signed by each of the joint shareholders (or their duly authorised attorney).
Companies
Where the shareholder is a company or corporate shareholder, this Proxy Form must be signed by a duly authorised officer or attorney of the company or corporate shareholder.
Trusts
Options on How to Vote
Option 1 - Attend the Meeting
All shareholders are able to attend and participate in the Annual Shareholder Meeting, either in person or online via an internet connection using a computer, laptop, tablet or smartphone. If a representative of a corporate security holder or proxy is to attend the Meeting, they may need to provide evidence of your authorisation to attend prior to admission.
Option 2 - Appointment of Proxy
(refer to the instructions over the page)
If you do not plan to attend the Meeting, you may appoint a proxy of your choice by completing this form over the page and then scan and email to [email protected],nz or mailing it in the enclosed pre-paid envelope. A proxy need not be a shareholder of Genesis Energy. If you appoint a proxy, that person is entitled to attend the Meeting to represent your interests and must attend the Meeting for any vote on your behalf (if applicable) to be counted.
Shareholders who have appointed a proxy are entitled to attend the meeting but will be unable to vote (if applicable).
Where a shareholder is a trust, this Proxy Form must be signed by at least one trustee of the trust in accordance with the relevant trust deed (using the rules for an individual or a company, depending on whether the trustee is an individual or a company).
Partnerships
Where a shareholder is a partnership, this Proxy Form must be signed by at least one partner of the partnership in accordance with the rules governing the partnership (using the rules for an individual or a company, depending upon whether the partner is an individual or a company).
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the power of attorney and a signed certificate of non-revocation of the power of attorney must be produced with this Proxy Form, unless it has already been noted by Genesis Energy or Computershare Investor Services Limited.
Body Corporate
A Body Corporate may appoint a representative on its behalf in the same manner as if it were appointing a proxy.
Turn over to complete the Proxy Form
INSTRUCTIONS: Appoint a Proxy to Attend on Your Behalf
I/We being a shareholder/s of Genesis Energy Limited (’Company’)
hereby appoint of (name of proxy) (address) or failing that person of (name of proxy) (address)
as my/our proxy to act generally at the Meeting on my/our behalf at The 2023 Annual Shareholder Meeting of Genesis Energy Limited to be held on Friday, 13 October 2023 at 10.00am at World Cup Lounge West, Level 4, South Stand, 42 Reimers Avenue, Kingsland, Auckland commencing at 10.00am and online through Computershare’s Meeting Platform https://meetnow.global/nz and at any adjournment of that Meeting.
If your proxy is not the Chair of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy. Proxy contact details (Phone): and (Email):
Signature of Shareholder(s) This section must be completed. Shareholder 1 Shareholder 2 Shareholder 3 or Sole Director/Director or Director (if more than one) Contact Name Contact Daytime Telephone Date
ATTENDANCE SLIP
==> picture [58 x 58] intentionally omitted <==
The 2023 Annual Shareholder Meeting of Genesis Energy Limited to be held on Friday, 13 October 2023 at World Cup Lounge West, Level 4, South Stand, 42 Reimers Avenue, Kingsland, Auckland and online through Computershare’s Meeting Platform https://meetnow.global/nz commencing at 10.00am.