Notice of Annual Meeting

GENTRACK GROUP LIMITED
NOTICE OF
ANNUAL MEETING
2018

LETTER FROM THE CHAIRMAN
DEAR SHAREHOLDER
I invite you to the annual shareholder meeting of
Gentrack Group Limited on Wednesday, 28 February
2018 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 2017 and our plans for 2018, 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 select the
auditors and to set the remuneration of the
auditors;
• To vote on the election of Nick Luckock as a
director of Gentrack. Nick will replace Nic
Humphries who has signalled his intention to
provide his resignation at the meeting; and
• To vote on the re-election of Andy Coupe and James
Docking as directors of Gentrack as they retire by
rotation at the meeting.
You can read about the respective backgrounds of
Nick, Andy and James in the Meeting Notes enclosed
with this letter. The Board unanimously supports the
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election of Nick and the re-election of Andy and
James as directors of Gentrack.
If you cannot attend the meeting, I encourage you to
complete the proxy appointment and/or vote online
before 4.00pm (NZT) on Monday, 26 February 2018.
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
30 January 2018
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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 Wednesday, 28 February 2018 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. Appointment of Auditors: That the Board is
authorised to appoint KPMG as the company auditors.
2. Auditors’ Remuneration: That the Board is
authorised to fix the auditors’ remuneration.
3. Election of Nick Luckock: That Nick Luckock be
elected as a director of Gentrack Group Limited.
Nick will replace Nic Humphries who has signalled
his intention to provide his resignation at the
meeting.
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4. Re-election of Andy Coupe: That Andy Coupe be
re-elected as a director of Gentrack Group
Limited.
5. Re-election of James Docking: That James
Docking 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
30 January 2018
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MEETING NOTES
RESOLUTIONS 1 AND 2: 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.
RESOLUTIONS 3, 4 AND 5: DIRECTOR ELECTION
AND RE-ELECTION
Nick Luckock, a partner of HgCapital, is nominated to
join the Board as a non-executive director. Nick will
replace Nic Humphries who has signalled his
intention to provide his resignation at the meeting.
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Andy Coupe was appointed by the Board as a non-
executive director in April 2014 and elected by
shareholders as a director of Gentrack at the 2015
Annual Meeting. He retires by rotation and offers
himself for re-election this year.
James Docking became a non-executive director in
January 2016 on appointment by the Board following
an extensive 20 year career with Gentrack
culminating as CEO. James was subsequently
elected by shareholders as a Director at the 2016
Annual Meeting. James retires by rotation at the
Annual Meeting and offers himself for re-election this
year.
You can read the respective backgrounds of Nick,
Andy and James in their profiles below. The Board
unanimously supports the election of Nick Luckock
and the re-election of Andy Coupe and James
Docking.
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PROFILES
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NICK LUCKOCK
Non-Executive Director
Nick is a Partner and a member of
the Investment Committee and
Services team at HgCapital. Nick
has extensive private equity
experience focusing on the
financial services industry.
He currently holds Directorships at Achilles Subhold-
ings Ltd and Bluestone Group Pty Ltd, and has served
as a Non-Executive Director at Paycorp Group (Pty)
Ltd and a Director of AGS Transact Technologies Ltd.
He has deep experience across a number of significant
organisations in the business services, financial
processing and technology sectors.
Nick completed an MBA with Distinction at INSEAD
and a Bachelor of Commerce and Arts (Honours) from
the University of Melbourne.
Nick would not be classified as an independent director
because HgCapital controls Devaron (NZ) Limited which
holds approximately 11.4% of Gentrack’s shares.
ANDY COUPE
Non-Executive Director
Andy is a former lawyer and
investment banker and is a
chartered member of the Institute
of Directors. Andy currently
Chairs the Board of Farmright Ltd
and Solid Energy New Zealand
Ltd and serves on the boards of Briscoes Group

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Limited and three NZX listed investment companies –
Kingfish Ltd, Barramundi Ltd and Marlin Global Ltd. He
is also the Chair of the New Zealand Takeovers Panel.
Andy has a Bachelors degree in law.
Andy is classified as an independent director.
JAMES DOCKING
Non-Executive Director
James became a non-executive
director in February 2016
following an extensive 20 year
career with Gentrack culminating
as CEO. James joined Gentrack
in 1995 with the New Zealand
energy sector in the midst of its
market reforms, successfully
guiding Gentrack through the sector changes and
establishing the platform from which Gentrack could
launch itself internationally. Before joining Gentrack he
held various roles within the energy sector including at
ECNZ and two metering technology companies. James
was an executive director of the business for nearly
ten years and is a Member of the Institute of Directors.
James has a Bachelors degree in Engineering with
Honours and a Diploma in Business Studies.
James is not classified as a independent director
because he has a beneficial interest in 6.4% of
Gentrack’s shares.

IMPORTANT INFORMATION
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.
The completed Proxy Form must be received by Link
Market Services no later than 4.00pm (NZT) on
Monday, 26 February 2018. 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.
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VOTING
Voting entitlements for the meeting will be
determined as at 5.00pm (NZT) on Monday,
26 February 2018. 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
17 Hargreaves Street, St Marys Bay, Auckland 1011
PO Box 3288, Auckland 1140, New Zealand
Ph: +64 9 966 6090
Email: investors@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 Wednesday, 28 February 2018
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 28 February 2018 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 appoint KPMG as the company auditors.
   
2. That the Board is authorised to fix the auditor’s remuneration.
   
3. That Nick Luckock be elected as a director of Gentrack Group Limited.
   
4. That Andy Coupe be re-elected as a director of Gentrack Group Limited.
   
5. That James Docking 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 23 February 2018. 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 ____________
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