Genex Power : Share Purchase Plan Booklet and Application

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3 March 2022

ASX Limited

Company Announcements Platform

2022 Share Purchase Plan

Genex Power Limited ACN 152 098 854 (ASX: GNX, Genex or the Company) is pleased to announce a Share Purchase Plan (SPP), which opens today, 3 March 2022.

The SPP is part of a wider capital raising being undertaken by the Company. The SPP follows on from the $40 million placement as announced to the ASX on Wednesday, 23 February 2022 (Placement). The Placement was carried out within the Company's placement capacity under ASX Listing Rules 7.1 and 7.1A. Under the Placement, 266,666,667 fully paid ordinary shares in the capital of the Company (Shares) were issued at $0.15 per Share (Placement Issue Price).

Funds received by the Company from the Placement and SPP (Capital Raising) will be used to assist the Company reach financial close and funding the Bouldercombe Battery Project (BBP), for general working capital and to meet transaction costs associated with the Capital Raising.

In order to provide Eligible Shareholders (as defined below) with the opportunity to participate in the Company's capital raising activities, the Company is pleased to provide the details of the SPP that are set out in the SPP Offer Booklet.

Under the SPP, Eligible Shareholders will, irrespective of the size of their shareholding, have the opportunity to subscribe for up to $30,000 worth of Shares at an issue price (SPP Issue Price) of the lower of:

• $0.15 per New Share, which is the same as the Placement Issue Price; or
• The 5-dayvolume-weighted average market price (VWAP) prior to the close of the SPP.

The maximum SPP Issue Price, being the Placement Issue Price, represents the following discounts prior to the announcement of the Capital Raising:

• 11.8% discount to the last traded price of $0.170 on Friday, 18 February 2022;
• 13.2% discount to the 5-day VWAP of $0.173; and
• 15.8% discount to the 30-day VWAP of $0.178.

The Record Date to be registered as a shareholder for participation in the SPP is 7:00pm (AEDT) on Tuesday, 22 February 2022.

To be an eligible shareholder, you must hold an existing shareholding in the Company at the Record Date and have a registered address in Australia or New Zealand and who are not in the United States or acting for the account or benefit of any person in the United States or otherwise excluded from participating (Eligible Shareholders).

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The Company has determined to raise a maximum of $10 million through the SPP. The Company may decide, in its absolute discretion, to scale back applications and raise less than $10 million. If the Company decides to conduct any scale back of applications, the scale back will be applied on a pro rata basis and in the Company's absolute discretion, either based on the size of the Eligible Holder's existing holding of Shareholding or based on the number of New Shares that the Eligible Holder has applied for. The Company may, in its absolute discretion decide to accept any oversubscriptions above $10m.

A copy of the SPP Offer Booklet is enclosed with this announcement. A copy of this document and a personalised application form are being mailed and/or emailed to all Eligible Shareholders today.

Eligible Shareholders may also access their personalised application form through the Company's Share Registry website at www.investorserve.com.au.

To access the form through this website, you will require your HIN/SRN and your registered postcode.

If there are any difficulties with accessing your application form via the website, please contact Boardroom Pty Limited in Sydney by telephone on [phone] or by email at [e-mail].

This announcement was authorised by the full Board of Genex Power Limited.

Justin Clyne

Company Secretary

Genex Power Limited

For further information, please contact:

Justin Clyne, Company Secretary

Phone: [phone]

[e-mail]

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Genex Power Limited

ACN: 152 098 854

2022 SHARE PURCHASE PLAN

OFFER BOOKLET

This is an important document and requires your immediate attention.

Each Eligible Shareholder has the opportunity to participate in the Genex SPP by applying for up to $30,000 worth of fully paid ordinary shares in Genex at a maximum issue price of $0.15 per New Share (for further details about the issue price, please see paragraph 7 of the Terms & Conditions) without incurring brokerage or other transaction costs.

Shares issued under the Genex SPP will rank equally with existing Genex ordinary shares.

This Offer Booklet provides details of the Genex SPP and explains how shareholders can participate.

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

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Key dates*

Trading halt	Prior to 10:00am Monday, 21 February 2022
Record date for SPP	7.00pm Tuesday, 22 February 2022
Announcement of the Placement results and SPP,	Prior to 10am Wednesday, 23 February
lodgment of Appendix 3B and lifting of trading halt		2022
Settlement of Placement	Friday, 25 February 2022
Issue and Allotment of Placement Shares, lodgment	Prior to 10:00am Monday, 28 February 2022
of Appendix 2A and cleansing notice
SPP opening date and dispatch of SPP booklet to	Thursday, 3 March 2022
eligible shareholders
SPP closing date	5.00pm Thursday, 17	March 2022
Announcement of SPP Offer Results	Prior to 12.00pm Friday, 18	March 2022
Allotment of New Shares issued under the SPP	No later than Tuesday, 22	March 2022
ASX quotation of New Shares issued under the SPP	No later than Wednesday, 23	March 2022
(lodgment of Appendix 2A - prior to midday) and
dispatch of confirmation statements

*This timetable is indicative only and the Company may, at its discretion, vary any of the above dates without notice. Accordingly, Eligible Shareholders are encouraged to submit their applications as early as possible. All times are AEDT.

You should read this document in full

This document contains important information.

The Offer of New Shares under the SPP is made in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547, which grants relief from the requirement to issue a disclosure document for the SPP. This document is not a prospectus under Chapter 6D of the Corporations Act.

You should read this document in full and seek advice from a broker, accountant or other professional adviser if you have any questions about your investment in Genex or the impact of the transactions described in this document. If you have any questions on how to participate in the SPP after reading this document, please contact the Company Secretary, Justin Clyne, between 9:00am and 5:00pm Monday to Friday (AEDT) on [phone].

This document does not provide financial advice and has been prepared without taking into account your particular objectives, financial situation or needs.

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Letter from the Chairman

3 March 2022

Dear Shareholder,

SHARE PURCHASE PLAN OFFER

I am very pleased to announce that Genex has successfully completed its capital raise of approximately $40 million before costs through a share placement (Placement) announced to the market through ASX on Wednesday, 23 February 2022. The funds raised under the Placement and this Share Purchase Plan (SPP) will be used for the following purposes:

• assist the Company reach financial close and funding the Bouldercombe Battery Project (BBP);
• for general working capital; and
• transaction costs associated with the capital raising (including the Placement and this Offer, as defined below).

Under the Placement, fully paid ordinary shares in the capital of the Company (Shares) were issued at $0.15 per Share (Placement Issue Price).

As noted above, given the strong demand for the Placement, Genex has resolved to provide Eligible Shareholders with the opportunity to participate in an SPP.

Share Purchase Plan

The Company is pleased to offer Eligible Shareholders the opportunity to participate in the Company's SPP, by subscribing for up to up to $30,000 worth of fully paid ordinary shares in the capital of the Company (Shares) (subject to any scale back or non-fulfilment of application) at the SPP Issue Price (as defined below) without incurring brokerage or transaction costs, subject to the enclosed Terms and Conditions (Offer).

The Company has determined to raise up to a maximum of $10 million in aggregate through the SPP. The Directors reserve the right to scale back the SPP and raise less than $10 million or to accept oversubscriptions above $10m in its discretion. The Offer is not underwritten. The Company intends to offer shares under the SPP at an issue price (SPP Issue Price) being of the lower of:

• the Placement Issue Price, being $0.15 per New Share; or
• The 5-dayvolume-weighted average market price (VWAP) prior to the close of the SPP.

For further details about the SPP Issue Price, please see paragraph 7 of the Terms & Conditions.

Participation in the Offer is entirely voluntary. The issue of New Shares is expected to take place on or around Wednesday, 23 March 2022 with trading to commence on or around Thursday, 24 March 2022.

Use of Funds

It is intended that the proceeds of the Offer will be used to for the same purpose as funds raised under the Placement.

Participation and Important Dates in relation to the Offer

The Offer is offered exclusively to all Eligible Shareholders (including Custodians), being registered holders of Shares as at 7.00pm AEDT on Tuesday, 22 February 2022 (Record Date) with a registered address in Australia or New Zealand, and not resident or located in any jurisdiction in or into which an offer of New Shares would be unlawful, who meet certain other conditions as expressly set out in the Terms & Conditions (Eligible Shareholders).

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