Notice of Annual Meeting

GENTRACK GROUP LIMITED
NOTICE OF
ANNUAL MEETING
2017

LETTER FROM THE CHAIRMAN
DEAR SHAREHOLDER
I invite you to the annual shareholder meeting of
Gentrack Group Limited on Thursday, 23 February
2017 at 4:00pm (NZT) at the offices of Link Market
Services, Level 11, Deloitte Centre, 80 Queen Street,
Auckland, New Zealand.
Gentrack CEO, Ian Black and I will speak about
Gentrack’s performance during the financial year to
30 September 2016 and our plans for 2017, with the
opportunity for shareholders to ask questions.
In the formal part of the meeting, you will be asked:
• To vote to authorise the Board to set the
remuneration of the auditors;
• To vote to authorise an increase in the maximum
fees payable to directors; and
• To vote on the re-election of Leigh Warren and
Graham Shaw as directors of Gentrack as they retire
by rotation at the meeting.
You can read about the respective backgrounds of
Leigh and Graham in the Meeting Notes enclosed
with this letter. The Board unanimously supports
their re-election.
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If you cannot attend the meeting, I encourage you to
complete the proxy appointment and vote online
before 4.00pm (NZT) on Tuesday, 21 February 2017.
Alternatively, please complete the Proxy Form and
return it to Link Market Services.
For shareholders attending the meeting, please
bring the enclosed Proxy/Admission Form with you
to help us with your registration on the day.
You are invited to meet the Board and management at
the conclusion of the formalities. I look forward to
seeing you then and thank you for your ongoing
support.
Yours sincerely
John Clifford
Chairman
20 January 2017
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NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS
Notice is hereby given that the Annual Meeting of
shareholders of Gentrack Group Limited will be held
at 4.00pm (NZ time) on Thursday, 23 February 2017
at the offices of Link Market Services, Level 11,
Deloitte Centre, 80 Queen Street, Auckland, New
Zealand.
ITEMS OF BUSINESS
A. Chairman’s introduction
B. Addresses to shareholders
C. Shareholder discussion
D. Resolutions
RESOLUTIONS
To consider, and if thought fit, to pass the following
ordinary resolutions:
1. Auditors’ Remuneration: That the Board is
authorised to fix the auditors’ remuneration.
2. Directors’ Remuneration: That the non-executive
directors’ maximum fees per annum are
increased.
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3. Re-election of Leigh Warren: That Leigh Warren
be re-elected as a director of Gentrack Group
Limited.
4. Re-election of Graham Shaw: That Graham Shaw
be re-elected as a director of Gentrack Group
Limited.
Further information relating to these resolutions is
set out in the Meeting Notes accompanying this
Notice of Meeting. Please read and consider the
resolutions together with the notes.
By order of the Board
John Clifford
Chairman
20 January 2017
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MEETING NOTES
RESOLUTION 1: APPOINTMENT OF AUDITORS AND
AUDITORS’ REMUNERATION
KPMG is the auditor of Gentrack Group Limited and
has indicated its willingness to continue in office.
The Companies Act 1993 provides that a company’s
auditor is automatically reappointed unless the
shareholders resolve to appoint a replacement
auditor or there is some other reason for the auditor
not to be reappointed.
Section 207S of the Companies Act 1993 further
provides that the auditors’ fees and expenses must be
fixed by the company or in the manner that the
company determines at a shareholders’ meeting. In
this case, shareholders are being asked to resolve that
the directors are authorised to fix the auditors’
remuneration.
RESOLUTION 2: INCREASE DIRECTORS’ MAXIMUM
FEES PER ANNUM
The fees payable to directors have not increased
since Gentrack Group Limited’s initial listing in 2014.
The Board proposes to increase the maximum fees
payable from NZD $350,000 to $450,000 per annum,
being an increase of $100,000. Currently the fee
payable to non-executive directors is $60,000 per
annum and for the Chairman $100,000 per annum.
The Chair of the Audit Committee receives an
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additional $10,000 per annum. The proposed increase
allows for the potential future appointment of an
additional director and any adjustments to individual
director remuneration which may be necessary to
reflect changes in responsibilities and the market.
The actual amount of fees paid in the year ending
30 September 2016 was $332,500, which reflects a
part year payment to James Docking who became a
non-executive director in January 2016. On a full-
year basis the remuneration of directors is currently
at the existing limit of $350,000.
RESOLUTIONS 3 AND 4: DIRECTOR RE-ELECTIONS
Leigh Warren was appointed by the Board as a
non-executive director in May 2012. He retires by
rotation and offers himself for re-election again
this year.
Graham Shaw was appointed by the Board as an
additional director in March 2014 and elected by
shareholders as a director of Gentrack Group Limited
at the 2015 Annual Meeting. Graham retires by
rotation and offers himself for re-election again
this year.
You can read the respective backgrounds of Leigh
and Graham in their profiles below. The Board
unanimously supports the re-elections of Leigh and
Graham as directors.
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PROFILES
LEIGH WARREN
Non-Executive Director
Leigh has over 25 years’ experience in the
Information Technology sector and has held several
executive positions with large multinational software
companies, including that of Managing Director for
Oracle in South Africa and Australia-New Zealand,
Chief Operating Officer for SAP in North Asia,
President of Ventyx Europe, Middle East, India and
Africa, and Vice President Asia Pacific for Blue Coat
Systems. Leigh is also a Non-Executive Director for
ASX listed Objective Software and Hong Kong based
Solution Access.
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GRAHAM SHAW
Non-Executive Director
Graham is a chartered accountant with 30 years’
business experience. Graham spent ten years at
KPMG before moving into senior corporate positions,
including CEO of Works Infrastructure and CEO of
Kensington Swan. Graham spent nearly 9 years as a
director of Xero Limited and currently serves on a
number of Boards including the Board of Pushpay
Holdings Limited where he chairs the Audit and Risk
Committee.
Graham has a Bachelors degree in Commerce. He is
a Member of the New Zealand Institute of Chartered
Accountants and the Institute of Directors in New
Zealand, a Fellow of the New Zealand Institute of
Management, and a Companion of the Institute of
Professional Engineers of New Zealand.
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IMPORTANT INFORMATION
VOTING RESTRICTIONS
Gentrack will disregard any votes cast on
resolution 2 by:
• any non-executive director of Gentrack; and
• an Associated Person of any non-executive
director of Gentrack.
However, Gentrack need not disregard a vote if it is
cast by such a person as proxy for a person who is
not disqualified from voting on this resolution in
accordance with the express instructions on the
proxy form.
PROXIES
Any shareholder entitled to attend and vote at the
Annual Meeting can appoint a ‘proxy’ to attend and
vote. If you appoint a proxy, you can either direct your
proxy how to vote or let them decide on the day on
your behalf. If you do not tick a box for a particular
resolution, then your proxy will abstain from voting.
To appoint your proxy online, please visit:
vote.linkmarketservices.com/GTK. New Zealand
Register Holders will require their CSN/Holder
Number and FIN. Australian Register Holders will
require their Holder Number and postcode.
Note: If you have previously registered a Link
Investor Centre Portfolio, log in to your portfolio and
select the ‘voting’ option from the top menu.
Alternatively, please complete and return your Proxy
Form in one of the methods described on the reverse
of the Proxy Form.
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The completed Proxy Form must be received by Link
Market Services no later than 4.00pm (NZT) on
Tuesday 21 February 2017. Forms received after
this will not be valid.
ORDINARY RESOLUTION
The meeting is held to pass the ordinary resolutions
set out above. An ordinary resolution is one passed by
a simple majority of votes from shareholders entitled
to vote.
VOTING
Voting entitlements for the meeting will be
determined as at 5.00pm (NZT) on Tuesday 21
February 2017. Registered shareholders will be the
only people entitled to vote and only the shares
registered in those shareholders’ names may be
voted at the meeting.
VENUE FOR ANNUAL MEETING
Link Market Services, Level 11, Deloitte Centre, 80
Queen Street, Auckland, New Zealand
Parking is available at the Tournament Car Park on
Fort Street. Alternatively additional parking can be
found across the Auckland CBD.
FURTHER QUERIES
If you have any questions, please contact Gentrack
Group Limited’s Company Secretary, Jon Kershaw,
on +64 9 966 6090.
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Gentrack Group Limited
25 College Hill, Freemans Bay, Auckland 1011
PO Box 3288, Auckland 1140, New Zealand
Ph: +64 9 966 6090
Email: info@gentrack.com
Web: www.gentrack.com
ARBN 169 195 751

LODGE YOUR PROXY
Online:
vote.linkmarketservices.com/GTK
Scan & email:
meetings@linkmarketservices.com
Fax: +64 9 375 5990
Deliver:
Link Market Services
Level 11, Deloitte Centre,
80 Queen Street, Auckland 1010
New Zealand



Scan this QR code with your smartphone and vote online

General Enquiries
+64 9 375 5998 enquiries@linkmarketservices.co.nz

PROXY FORM/ADMISSION CARD FOR GENTRACK GROUP LIMITED ANNUAL MEETING
Notice is hereby given that the Annual Shareholder Meeting of Gentrack Group Limited will be held at 4pm (NZ time) on Thursday, 23 February 2017 at
the offices of Link Market Services, Level 11, Deloitte Centre, 80 Queen Street, Auckland, New Zealand. You can also appoint your proxy and vote on the
resolutions on the reverse of this form online by going to vote.linkmarketservices.com/GTK or by scanning the QR code above with your smartphone.

Appointment of proxy
Any shareholder entitled to attend and vote at the Annual Meeting can appoint a “proxy” to attend and vote. If you appoint a proxy, you can either direct
your proxy how to vote or let them decide on the day on your behalf. If you do not tick a box for a particular resolution, then your proxy will abstain from
voting.

Voting of your holding
If you tick the ‘Proxy Discretion’ box for a particular resolution, you are directing your proxy to decide how to vote on that resolution on your behalf. If you
tick the ‘Abstain’ box for a particular resolution, you are directing your proxy not to vote on that resolution. If a proxy does not vote on your behalf on a
resolution, your votes will not be counted when calculating the majority of that resolution.

Appointing the Chairman of the Meeting as your proxy
The Chairman of the Meeting is willing to act as a proxy. “Chairman of the Meeting” should be inserted as the name of your proxy on the space provided
on this proxy form if you wish the Chairman to act.

Attending the meeting
If you wish to vote in person, you should attend the Meeting. Please bring this form with you to the Meeting to assist with your registration.
A corporation may appoint a person to attend and vote at the Meeting as its representative in the same manner as that in which it could appoint a proxy.
That person need not also be a shareholder.
Signing instructions for proxy forms
Individual
Where the holding is in one name, the shareholder must sign the Proxy Form.

Joint Holding
Where the holding is in more than one name, all of the joint shareholders must sign the Proxy Form.

Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the power of attorney under which it was signed (if not previously provided to the
Registrar), and a signed certificate of non-revocation of the power of attorney must accompany this Proxy Form.

Corporate Shareholder
In the case of a corporate shareholder, a duly authorised officer or director must sign this Proxy Form. Persons who sign on behalf of a corporate
shareholder must be acting with that corporate shareholder’s express or implied authority, or execute under the common seal of the corporate shareholder
(if it has one).


Mail:
Use the enclosed reply paid
envelope or address to:
Link Market Services Limited
PO Box 91976
Auckland 1142
New Zealand

PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF

I/We being a shareholder/s of Gentrack Group Limited hereby appoint:

hereby appoint of

or failing him/her of
As my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held at 4pm on 23 February 2017 and at any
adjournment of that Meeting.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For the resolution you must tick only one box. If you mark the abstain box for an item, you are directing your proxy not to vote on your
behalf on a show of hands or a poll and your votes will not be counted computing the required majority, for that item. If no box is ticked for an item, your
proxy may vote as he/she sees fit.
ORDINARY BUSINESS
To consider and, if thought fit, pass the following ordinary resolutions:

Tick () in box to vote

For Against Abstain Discretion
1. That the Board is authorised to fix the auditors’ remuneration
   
2. That the non-executive directors’ maximum fees per annum are increased from
$350,000 to $451,000.
   
3. That Leigh Warren be re-elected as a director of Gentrack Group Limited.
   
4. That Graham Shaw be re-elected as a director of Gentrack Group Limited.
   
And to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the meeting (or
any adjournment thereof). Unless otherwise instructed as above, the proxy will vote on each resolution as he/she sees fit, or may abstain from voting.
The proxy is appointed only in respect of the above meeting or any adjournment thereof.

STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Shareholders Meeting will have the opportunity to ask questions during the meeting. If you cannot attend the Annual
Shareholders Meeting but would like to ask a question, you can submit a question online by going to vote.linkmarketservices.com/GTK and completing
the online validation process or complete the question section below and return to Link Market Services in the envelope enclosed. Questions will need
to be submitted by Friday 17 February 2017. The Board will address and answer questions at the Annual Shareholders Meeting.
Question:


SIGNATURE OF SECURITY HOLDER(S) This section must be completed
Security Holder 1 Security Holder 2 Security Holder 3

or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney
Contact Name ___________________________________________ Contact Daytime Telephone _______________________ Date ____________
Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor
communications by email please provide your email address below.