Gentrack announces NZ$90 million equity raising

Gentrack Group Ltd | www.gentrack.com | info@gentrack.com | ARBN 169 195 751

4 July 2018

GENTRACK ANNOUNCES NZ$90 MILLION EQUITY RAISING TO
SUPPORT FUTURE ACQUISITION AND GROWTH OPPORTUNITIES

Gentrack Group Limited (NZX/ASX: GTK) advises that it intends to raise approximately
NZ$90 million of new equity through a fully underwritten accelerated entitlement offer
("Offer").
On 21 June 2018, Gentrack announced that it had entered into an agreement to acquire
Evolve Parent Limited and Evolve Analytics Limited (Evolve) for £23.0 million (NZ$44.2m).
The acquisition of Evolve enhances Gentrack's ability to provide highly innovative, value-
add solutions to UK energy utilities, while Gentrack provides a base for Evolve's product
expansion into new markets.
The acquisition of Evolve was completed on 29 June 2018 and has increased Gentrack's
debt to approximately NZ$90m. Proceeds raised through the Offer will be used to pay down
Gentrack's existing bank debt, providing funding capacity to support future acquisition and
growth opportunities.
Gentrack has completed four strategic acquisitions since March 2017 across both the
Utilities and Airports divisions, which have broadened its compelling product offering.
Gentrack continues to investigate potential acquisition opportunities that it may seek to
pursue, which would expand its product offering, strengthen its market position and grow
into new geographies. These potential acquisitions are aligned with Gentrack's existing
business and growth strategy. The Offer provides Gentrack with capacity to pursue these
acquisition opportunities, in addition to its existing organic growth opportunities, while
maintaining a conservative debt position.
The Board has concluded that undertaking an accelerated entitlement offer to raise new
equity is the best option for the company and its shareholders, and provides an equal
opportunity for all eligible shareholders to participate.
Under the Offer, Eligible Shareholders are entitled to acquire 1 New Share for every 5.77
Existing Shares held as at 9.00pm (New Zealand time) on the Record Date of Friday, 6 July
2018, at an Application Price of NZ$6.19 per New Share.
The Application Price reflects an 11.6% discount to the last close price on the NZX of
NZ$7.00 and a 10.0% discount to the theoretical ex-entitlement price of NZ$6.88 as at 3
July 2018.
Gentrack's largest shareholder, Hg, intends to subscribe for its full entitlement. Gentrack
Chair, John Clifford, intends to subscribe for NZ$2.5m worth of new shares under the Offer.

Gentrack Group Ltd | www.gentrack.com | info@gentrack.com | ARBN 169 195 751
The Offer has been underwritten by Deutsche Craigs Limited and UBS New Zealand
Limited.
1

Further information
Further details of the Offer are set out in the Appendix to this announcement and in the
Investor Presentation and Offer Document lodged with the NZX and ASX today. The
Investor Presentation and Offer Document contain important information including foreign
selling restrictions with respect to the Offer.
ENDS
Contact details regarding this announcement:
Ian Black, CEO
Aaron Baker, Marketing and Communications Director
+64 9 966 6090

About Gentrack
Gentrack provides essential software for essential services, pairing powerful platforms with
deep market knowledge to help utilities and airports lower service costs, foster innovation
and confidently navigate market reform. It employs over 500 people in offices across New
Zealand, Australia, the UK and Europe and services over 200 utility and airport sites in 30+
countries with its leading solutions for utilities - Gentrack Velocity, Junifer and Evolve
Analytics, and for airports under the Veovo brand including Airport 20/20, BlipTrack and
Concessionaire Analyzer+.
Velocity, Junifer and Evolve Analytics are champion billing, customer and revenue
protection solutions in the sector, providing a full range of proven capabilities along with
hosted and managed services options for new entrant energy and water suppliers, and
larger utilities in competitive markets where flexibility, uniqueness and compliance are
essential.
More information: www.gentrack.com

Veovo combines Gentrack’s Airport 20/20, BlipTrack and Concessionaire Analyzer+
software to unlock operational, revenue, concession and passenger insights across the
airport ecosystem. The Veovo Predictive Collaboration Platform enables airports to operate
more efficiently, uncover new growth opportunities and deliver outstanding guest
experiences.
More information: www.veovo.com





1
Deutsche Craigs Limited is a wholly owned subsidiary of Craigs Investment Partners Limited (CIP). The role of the Underwriter may be
performed by Deutsche Craigs Limited or CIP (as the NZX Participant firm) or any of their affiliates, successors and assigns, as appropriate,
and those entities shall have the rights and benefits of the Lead Managers or the Underwriters.

Gentrack Group Ltd | www.gentrack.com | info@gentrack.com | ARBN 169 195 751
Further information
This announcement has been prepared for publication in New Zealand and Australia and
may not be released or distributed in the United States. This announcement does not
constitute an offer, invitation or recommendation to subscribe for or purchase any security
or financial product and neither this announcement nor anything attached to this
announcement shall form the basis of any contract or commitment. In particular, this
announcement does not constitute an offer to sell, or the solicitation of an offer to buy,
securities in the United States or any other jurisdiction in which such an offer would be
illegal. Any securities described in this announcement have not been, and will not be,
registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or
the securities laws of any state or jurisdiction of the United States and may not be offered or
sold directly or indirectly in the United States except in transactions exempt from, or not
subject to, the registration of the U.S. Securities Act and any other applicable U.S. state
securities laws.
Forward looking statements
This announcement contains forward looking statements, including statements of current
intention, statements of opinion and predictions as to possible future events. Forward
looking statements should, or can generally, be identified by the use of forward looking
words such as “believe”, “expect”, “estimate”, “will”, “may”, “target” and other similar
expressions within the meaning of securities laws of applicable jurisdictions. Indications of,
and guidance or outlook on, future earnings or financial position or performance are also
forward looking statements. Such statements are not statements of fact and there can be no
certainty of outcome in relation to the matters to which the statements relate. These forward
looking statements involve known and unknown risks, uncertainties, assumptions and other
important factors that could cause the actual outcomes to be materially different from the
events or results expressed or implied by such statements. Those risks, uncertainties,
assumptions and other important factors are not all within the control of Gentrack and
cannot be predicted by Gentrack and include changes in circumstances or events that may
cause objectives to change as well as risks, circumstances and events specific to the
industry, countries and markets in which Gentrack operates. They also include general
economic conditions, exchange rates, interest rates, competitive pressures, selling price,
market demand and conditions in the financial markets which may cause objectives to
change or may cause outcomes not to be realised.
None of Gentrack or any of its subsidiaries, advisors or affiliates (or any of their respective
officers, employees or agents) makes any representation, assurance or guarantee as to the
accuracy or likelihood of fulfilment of any forward looking statement or any outcomes
expressed or implied in any forward looking statements. Statements about past
performance are not necessarily indicative of future performance.
Financial information
All dollar values are in New Zealand dollars ($ or NZ$) unless stated otherwise.
Investors should be aware that certain financial information included in this announcement,
including EBITDA and debt may be “non-GAAP financial information” under the FMA
Guidance Note on disclosing non-GAAP financial information, "non-IFRS financial

Gentrack Group Ltd | www.gentrack.com | info@gentrack.com | ARBN 169 195 751
information" under Regulatory Guide 230 Disclosing non-IFRS financial information
published by the Australian Securities and Investments Commission (“ASIC”) or "non-GAAP
financial measures" under Regulation G of the U.S. Securities Exchange Act of 1934, as
amended. The disclosure of such non-GAAP financial measures in the manner included in
this announcement would not be permissible in a registration statement under the U.S.
Securities Act. Gentrack believes this non-IFRS financial information provides, and these
non-GAAP financial measures provide, useful information to users in measuring the
financial performance and conditions of Gentrack. The non-IFRS financial information and
these non-GAAP financial measures do not have a standardised meaning prescribed by
Australian Accounting Standards and applicable New Zealand accounting standards and,
therefore, may not be comparable to similarly titled measures presented by other entities,
nor should they be construed as an alternative to other financial measures determined in
accordance with Australian Accounting Standards and applicable New Zealand accounting
standards. Investors are cautioned, therefore, not to place undue reliance on any non-IFRS
financial information or non-GAAP financial measures and ratios included in this
announcement.

Gentrack Group Ltd | www.gentrack.com | info@gentrack.com | ARBN 169 195 751
APPENDIX:
Key Details of the Entitlement Offer
The Offer comprises a 1 for 5.77 accelerated pro-rata institutional entitlement offer
(‘Institutional Entitlement Offer’) and a pro-rata retail entitlement offer (‘Retail Entitlement
Offer’), at NZ$6.19 per share to raise approximately NZ$90m
• Approximately 14.55m of new shares (“New Shares”) to be issued by Gentrack (17.3 %
of current shares on issue)
• NZ$6.19 or an A$ equivalent per New Share (“Offer Price”). The NZ$ price represents
a:
o 11.6% discount to last close price on NZX of NZ$7.00 on 3 July 2018
o 10.0% discount to the Theoretical Ex-Rights Price (“TERP”) of NZ$6.88
o 13.0% discount to the 5-day volume weighted average price (VWAP) on the NZX
of $7.11 as at 3 July 2018
o The A$ Offer Price will be the equivalent of NZ$6.19 determined using the RBNZ
AUD/NZD exchange rate on Friday, 6 July 2018 at 3.00pm (New Zealand time)
and announced by Gentrack on Monday, 9 July 2018
• New shares issued under the Offer will rank equally in all respects with Gentrack’s
existing ordinary shares
Institutional Entitlement Offer
Eligible institutional shareholders will be invited to participate in the Institutional Entitlement
Offer which opens on Wednesday, 4 July 2018 and will close on Thursday, 5 July 2018.
Eligible institutional shareholders can choose to take up their entitlement in whole, in part or
not at all. Institutional entitlements (“Institutional Entitlements”) cannot be traded or sold on
the NZX or ASX.
Institutional Entitlements not taken up by eligible institutional shareholders by the close of
the Institutional Entitlement Offer and the Institutional Entitlements of ineligible institutional
shareholders will be offered for sale through an institutional bookbuild to be conducted on
Thursday, 5 and Friday, 6 July 2018 (“Institutional Bookbuild”).
Any proceeds (in excess of the Offer Price) from the sale of Institutional Entitlements
through the Institutional Bookbuild will be paid (net of any applicable withholding tax) on a
pro rata basis to those institutional shareholders who do not take up their entitlements in full
or who are not eligible to participate in the Institutional Entitlement Offer. There is no
guarantee that any amount will be realised for the sale of Institutional Entitlements through
the Institutional Bookbuild.
Any amounts paid to eligible institutional shareholders who do not take up their full
entitlement or ineligible institutional shareholders with nominated A$ bank accounts will be
converted from New Zealand dollars by the Registrar at the prevailing exchange rate for
buying Australian dollars using New Zealand dollars at the time of payment. That exchange
rate may be different to the exchange rate used to set the A$ Offer Price.

Gentrack Group Ltd | www.gentrack.com | info@gentrack.com | ARBN 169 195 751
Gentrack shares have been placed in a trading halt while the Institutional Entitlement Offer
and Institutional Bookbuild are undertaken.
Retail Entitlement Offer
Eligible retail shareholders with a registered address in New Zealand or Australia at 9:00pm
(NZ time) and 7:00pm (Sydney time) on the Record Date will be invited to participate in the
Retail Entitlement Offer. The Retail Entitlement Offer will open on Tuesday, 10 July 2018
and close at 7:00pm (NZ time) and 5:00pm (Sydney time) on Thursday, 26 July 2018.
Eligible retail shareholders will have the opportunity to participate at the same offer price
and offer ratio as the Institutional Entitlement Offer. Eligible retail shareholders can choose
to take up their Entitlement (“Retail Entitlements”) in whole, in part or not at all. Retail
Entitlements cannot be traded or sold on the NZX or ASX.
Retail Entitlements not taken up by eligible retail shareholders by the close of the Retail
Entitlement Offer and the entitlements of ineligible retail shareholders (had such ineligible
retail shareholders been able to participate in the Retail Entitlement Offer), will be offered
for sale through a retail bookbuild to be conducted on Monday, 30 July 2018 (“Retail
Bookbuild”).
Any proceeds (in excess of the Offer Price) from the sale of Retail Entitlements through the
Retail Bookbuild will be paid (net of any applicable withholding tax) on a pro rata basis to
those eligible retail shareholders who do not take up their entitlements in full or who are not
eligible to participate in the Retail Entitlement Offer. There is no guarantee that any amount
will be realised for the sale of Retail Entitlements through the Retail Bookbuild.
Any amounts paid to eligible retail shareholders who do not take up their full entitlement or
ineligible retail shareholders with nominated A$ bank accounts will be converted from New
Zealand dollars by the Registrar at the prevailing exchange rate for buying Australian
dollars using New Zealand dollars at the time of payment. That exchange rate may be
different to the exchange rate used to set the A$ Offer Price.

Gentrack Group Ltd | www.gentrack.com | info@gentrack.com | ARBN 169 195 751
Key Dates
2

RECORD DATE: INSTITUTIONAL AND RETAIL
ENTITLEMENT OFFERS
9.00PM (NZ TIME) ON FRIDAY, 6 JULY 2018
Institutional Entitlement Offer and Institutional Bookbuild
Announcement and trading halt Wednesday, 4 July 2018
Institutional Entitlement Offer opens
(10.00am NZT, 8.00am AEDT)
Wednesday, 4 July 2018
Institutional Entitlement Offer closes
(4.00pm NZT, 2.00pm AEDT)
Thursday, 5 July 2018
Institutional Shortfall Bookbuild Thursday, 5 July 2018 – Friday, 6 July 2018
Trading halt lifted on NZX / ASX (pre-market open) Monday, 9 July 2018
ASX settlement Thursday, 12 July 2018
NZX settlement Friday, 13 July 2018
Allotment and trading of new shares Friday, 13 July 2018
Retail Entitlement Offer and Retail Bookbuild
Retail entitlement offer opens
(10.00am NZT, 8.00am AEDT)
Tuesday, 10 July 2018
Retail entitlement offer closes
(7.00pm NZT, 5.00pm AEDT)
Thursday, 26 July 2018
Retail shortfall bookbuild Monday, 30 July 2018
ASX settlement Wednesday, 1 August 2018
NZX Settlement Thursday, 2 August 2018
Allotment and trading of new shares Thursday, 2 August 2018
Trading of New Shares on the NZX Thursday, 2 August 2018
Trading of New Shares on the ASX Friday, 3 August 2018



2
The above timetable is indicative only and subject to change without notice (subject to applicable laws and
the NZX Listing Rules and ASX Listing Rules). All dates and times are New Zealand times (unless stated
otherwise).

---

GENTRACK GROUP LTD (GTK)
$90M ACCELERATED
ENTITLEMENT OFFER
4 July 2018

2
IMPORTANT INFORMATION
This presentation has been prepared by Gentrack Group Limited (Gentrack) in connection with a proposed entitlement offer (the Offer) of fully paid ordinary shares in Gentrack (the New Shares). The Offer is made to Eligible Shareholders pursuant to the exclusion
in clause 19 of schedule 1 of the New Zealand Financial Markets Conduct Act 2013 (FMCA) and pursuant to the provisions of the Australian Corporations Act 2001 (Cth) (as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 and ASIC
Instrument 16-0278).
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 Gentrack or that would be required ina product
disclosure statement or a prospectus for the purposes of the New Zealand FMCA or the Australian Corporations Act 2001 (Cth). Gentrack is subject to a disclosure obligation that requires it to notify certain material information to NZX Limited (NZX) and ASX Limited
(ASX) for the purpose of that information being made available to participants in the market and that information can be found byvisiting www.nzx.com/companies/GTK and http://www.asx.com.au. This presentation should be read in conjunction with Gentrack’s
other periodic and continuous disclosure announcements released to NZX and ASX.
The New Shares will be quoted on the NZX Main Board following completion of allotment procedures. NZX is a licensed market operator, and the NZX Main Board is a licensed market under the FMCA. An application will be made to ASX for quotation of the New
Shares issued under the Offer and Gentrack expects that the New Shares will be quoted upon completion of allotment procedures. Neither NZX nor ASX accepts responsibility for any statement in this 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 Gentrack.
This presentation does not constitute legal, financial, tax, financial product advice or investment advice or a recommendation to acquire Gentrack securities, and has been prepared without taking into account the objectives, financial situation or needsof
individuals.
This presentation 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 the use of forward-looking words such as,
‘expect’, ‘anticipate’, ‘likely’, ‘intend’, ‘could’, ‘may’, ‘predict’, ‘plan’, ‘propose’, ‘will’, ‘believe’, ‘forecast’, ‘estimate’, ‘target’, ‘outlook’, ‘guidance’ and other similar expressions and include statements regarding the conduct and outcome of the Offer and the use of
the proceeds thereof. Such forward-looking statements are not guarantees or predictions of future performance and involve knownand unknown risks and uncertainties and other factors, many of which are beyond the control of Gentrack, and may involve
significant elements of subjective judgement and assumptions as to future events which may or may not be correct. There can be no assurance that actual outcomes will not materially differ from these forward-looking statements. A number of important factors
could cause actual results or performance to differ materially from the forward-looking statements. The forward-looking statements are based on information available to Gentrack as at the date of this presentation. Except as required by law or regulation
(including the NZX Listing Rules and ASX Listing Rules), Gentrack undertakes no obligation to provide any additional or updated information whether as a result of new information, future events or results or otherwise.
All dollar values are in New Zealand dollars ($ or NZ$) unless otherwise stated. Totals may vary slightly due to rounding.
Gentrack’sstandard profit measure prepared under New Zealand GAAP is net profit. Gentrack has used non-GAAP profit measures when discussing financial performance in this document. The directors and management believe that these measures provide
useful information as they are used internally to evaluate performance of business units, to establish operational goals and to allocate resources. Non-GAAP profit measures are not prepared in accordance with NZ IFRS (New Zealand International Financial
Reporting Standards) and are not uniformly defined, therefore the non-GAAP profit measures reported in this document may not be comparable with those that other companies report and should not be viewed in isolation or considered as a substitute for
measures reported by Gentrack in accordance with NZ IFRS.
An investment in securities in Gentrack is subject to investment and other known and unknown risks, some of which are beyond thecontrol of Gentrack. Gentrack does not guarantee any particular rate of return or the performance of Gentrack. Investors should
have regard to the risk factors outlined in this presentation when making their investment decision.
This presentation is for information purposes only and is not an invitation or offer of securities for subscription, purchaseorsale in any jurisdiction. Any decision to purchase New Shares in the Retail Entitlement Offer must be made on the basis of information to
be contained in a separate offer document. Any shareholder who wishes to apply for New Shares under the Retail Entitlement Offerwill need to apply in accordance with the instructions contained in the Offer Document and the Entitlement and Acceptance Form.
This presentation must not be distributed in any jurisdiction to the extent that its distribution in that jurisdiction is restricted or prohibited by law or would constitute a breach by Gentrack of any law. The distribution of this presentation in otherjurisdictions
outside New Zealand or Australia may be restricted by law, and persons into whose possession this presentation comes should observe any such restrictions. Any failure to comply with such restrictions may violate applicable securities laws. See the “Selling
Restrictions relating to Offer” section of this presentation. None of Gentrack, any person named in this presentation or any of their affiliates accept or shall have any liability to any person in relation to the distribution or possession of this presentation from or in
any jurisdiction to the extent that its distribution or possession in that jurisdiction is restricted or prohibited by law orwould constitute a breach of any law.

OFFER SUMMARY
•Gentrack is undertaking a fully underwritten entitlement offer to raise approximately NZ$90m ('the Offer')
•Gentrack announced the acquisition of Evolve for £23.0 million (NZ$44.2m) on 21 June 2018
–Evolve has further strengthened Gentrack'sposition as a champion in the UK for utility billing and customer
information systems by providing highly complementary software services, intellectual property and customer
relationships
–The acquisition was completed on 29 June 2018 and increased Gentrack'sdrawn debt to approximately NZ$90 million
•Proceeds raised through the Offer will be used to pay down bank debt, providing capacity to support future debt funded
acquisition and growth opportunities
–Gentrack has demonstrated an ability to make strategic and portfolio enhancing acquisitions
–Gentrack continues to investigate potential acquisition opportunities that align with the company’s growth strategy
•Gentrack'stwo largest shareholders are supportive of the Offer
–Hg intends to subscribe for its full entitlement
–Gentrack Chair, John Clifford, intends to subscribe for NZ$2.5m worth of new shares under the Offer
•The Offer is fully underwritten by Deutsche Craigs Limited and UBS New Zealand Limited.
3

GENTRACK OVERVIEW
Section 1

GENTRACK PROVIDES WORLD-CLASS SOLUTIONS FOR
UTILITIES AND AIRPORTS
Our vision is to be the leading specialist provider of business applications to
energy and water utilities and airports globally and we now proudly support
over 200 customers in 30 countries where our solutions are mission critical
anddeeply embedded.
Revenue*
84%
16%
5
*for Financial Year 2017.

ADDRESSABLE MARKET IN CORE GROWTH REGIONS
50 energy suppliers and
3 water companies
2 energy suppliers
GENTRACK POSITION
5 energy suppliers
and 9 networks
12 energy suppliers and
9 water companies
21 of the ‘Top 100’
airports
#
Survey of 550 airports
UNITED
KINGDOM &
IRELAND
SINGAPORENEW ZEALANDAUSTRALIA
AIRPORTS
G LO B A L LY
100+ ENERGY +
40 WATER BRANDS
27 ENERGY
BRANDS
42 ENERGY
BRANDS
53 ENERGY + 47WATER
BRANDS
SKYTRAX ‘TOP 100’
#
AIRPORTS 2017
~10,000 airports globally
6

GENTRACK CORE COMPETENCIES FOR UTILITIES
We excel at meeting complex Billing
needs, at scale across Domestic, SME
and Commercial/Industrial sites.
BILLING
We hold a utility’s core customer
information and support them in
managing the relationship.
We understand meter data and how
modern utilities can leverage it for
new services.
METERING
We have a deep understanding of
complex market interactions and enable
utilities to stay compliant and connected.
MARKET INTERACTIONS
CUSTOMER INFORMATION
7

SCALABILITY AND SUSTAINABLE GROWTH
LEVERAGING CLOUD
EFFICIENCIES
-Expanding Gentrack’s
managed service offering
-Optimising the value of
cloud technologies
-Gentrack Platform-as-a-
Service for digital
innovation
-Scalable solutions
CORE R&D
INVESTMENT
-Pre-packaged / market
ready solutions
-Service excellence
-Gentrack Cloud
platform a key enabler
of utility innovation
-Extended partner
ecosystem.
PRODUCT DELIVERY
INNOVATION
-Subscription based
solutions for utilities
-Regularly delivering
increased value to
customers
-AGILE methodology
enhancing
collaboration.
CHANGING UTILITIES
MARKETS
-New regions
-Expanding Gentrack’s
addressable market
-Leveraging market
ready solutions and
expertise
-Increased share of
wallet.
CONSISTENT
SHAREHOLDER VALUE
-Reliable revenue and
EBITDA growth
-EPS growth
-Investment in product
and people.
    
8

TRANSFORMATION AND GROWTH
•Solid track record of c.15% CAGR EBITDA growth over the last 7 years
•Approximately 60% recurring revenue with >90% of revenue from
existing customers
•32%+ EBITDA margin reflects deep IP and competitive advantage
•Strong cash generation with 70-80% of NPATA paid as dividends
•Strategic acquisitions in 2017 and 2018: Junifer, CA+, Blip Systems and
Evolve Analytics add to organic growth potential
•Regional management teams to drive growth and deliver in UK,
Australia and NZ
•Experienced senior management team in place, led by Ian Black.
DELIVERING CONSISTENT RESULTS
9
* Includes part year contributions from acquisitions made in 2017.

REVENUE MODEL AND SOURCES
RECURRING
REVENUES
57%
REVENUE BY TYPE
NZ$M
REVENUE BY GEOGRAPHY
%
REVENUES
OUTSIDE NZ
84%
10

USE OF PROCEEDS
Section 2

USE OF PROCEEDS
12
•Proceeds raised through the Offer will be used to pay down bank debt, providing funding capacity to
support future acquisition and growth opportunities
•Following the equity raising Gentrack expects to have almost no drawn debt, which is consistent with its
historical approach of adopting a strong balance sheet to take advantage of acquisitions when they arise
•Gentrack continues to investigate potential acquisition opportunities which would expand its product
offering, strengthen its market position and grow into new geographies
•Gentrack has completed four strategic acquisitions since March 2017 for a total consideration of NZ$138m
(excluding earn-out payments) across both its Utilities and Airports divisions.

RECENT ACQUISITIONS
RationaleDatePrice
•A champion SaaS based customer information and billing system provider
to new entrants and rapidly growing utilities in the UK
•Expanded Gentrack'saddressablemarket and growth potential
April 2017~NZ$75m
•Combines with Airport 20/20 to assistairports in managing and auditing
retail concession revenue
May 2017~NZ$12m
1
•Combines with Airport 20/20 to assistairports in tracking passenger
movements, monitoring waiting times and predicting congestion points
April 2017~NZ$8m
1
•Extends Gentrack'sproduct offering into settlement and billing
reconciliation, and strengthens its market position
June 2018~NZ$44m
1. Excludes potential future earn-out payments on the acquisitions of CA+ and Blip Systems
13

EVOLVE ACQUISITION OVERVIEW
•Gentrack completed the acquisition of Evolve Analytics for an Enterprise Value of £23.0m (NZ$44.2m) on 29 June 2018
–TheEnterpriseValuerepresentsa multipleof12.8x forecastEBITDAto30April2019
•Evolve is a specialist provider of software and services to the UK energy sector, focusing on the identification and
correction of settlement and billing errors as well as the accuracy of standing data
–Thesolutionsandservicesofferedimproverevenuecollectionandcostcontrolprovidinga directimpactontheir
client’sgrossmargin,clearandmeasurableROIandoperationalimprovements
–Longstandingcustomersincludethreeofthe"Big6" energysuppliersintheUK,aswellasa numberofindependent
challengerutilities,withEvolvecapturingdataforover17millionmeterpoints
–EvolveoffersitsextensiveIntellectualPropertyona Softwareasa Service(SaaS)basisdeliveringa highproportionof
recurringrevenue(FY19forecast58%) andmarginsinexcessof50%
•The acquisition of Evolve further strengthens Gentrack's position as an industry champion for utility billing and customer
information systems in the UK by providing highly complementary software services, intellectual property and customer
relationships
•Gentrack will look to deploy the Evolve solution across its existing customer base including expanding the
offering into the Australian and New Zealand markets.
14

OFFER TERMS AND TIMETABLE
Section 3

OFFER TERMS
Entitlementratio
•1 for 5.77
Offer Price
•NZ$6.19 (orthe A$ Price
1
per new share), which represents a:
–11.6% discount to last close price on the NZX of NZ$7.00 on 3 July 2018
–10.0% discount to the Theoretical Ex-Rights Price of NZ$6.88 as at 3 July 2018
–13.0% discount to the 5-day volume weighted average price (VWAP) on the NZX of $7.11 as at 3 July 2018
Offer size
•Approximately NZ$90 million
•14,553,208 New Shares offered (subject to rounding)
Ranking
•New Shares issued underthe Offer will rank equally with Gentrack'sexisting ordinaryshares
Offer structure
•Accelerated entitlement offer, providing all Eligible Shareholders with the opportunity to participate
•Entitlements not taken up by Eligible Shareholders or which would have been issued to Ineligible Shareholders had they been entitled to
participate will be offered for sale to Institutional Investors through Bookbuilds
–Any Premium realised for those Entitlements in the Bookbuildswill be paid (net of any applicable withholding tax) on a pro rata basis to
those Shareholders who do not take up all of their Entitlements and Ineligible Shareholders
Eligibility
•Institutional Entitlement Offer – open only to Institutional Investors who are Shareholders with a registered address in relevant jurisdictions (as
described in the Offer Document) on the Record Date
•Retail Entitlement Offer – open only to Shareholders with a registered address in New Zealand or Australia on the Record Date and who are not
Institutional Investors
Underwriting
•The Offer isunderwritten by Deutsche Craigs Limited and UBS New Zealand Limited
2
1. The A$ Offer Price will be the equivalent of NZ$6.19 determined using the RBNZ AUD/NZD exchange rate on Friday, 6 July 2018 at 3.00pm (New Zealand time)
2. Deutsche CraigsLimited is a wholly owned subsidiary of CraigsInvestment Partners Limited (CIP). The role of the Underwriter may be performed by Deutsche CraigsLimited or CIP (as the
NZX Participant firm) or any of their affiliates, successors and assigns, as appropriate, and those entities shall have the rights and benefits of the Lead Managers or the Underwriters.
16

OFFER TIMETABLE
RECORD DATE FOR THE ENTITLEMENT INSTITUTIONALAND RETAIL OFFERS9.00PM(NZT) ON Friday, 6 JULY 2018
InstitutionalEntitlement Offer and Institutional Bookbuild
Announcement and trading haltWednesday, 4 July 2018
Institutional Entitlement Offer opens (10.00amNZT, 8.00am AEDT)Wednesday, 4 July 2018
Institutional Entitlement Offer closes (4.00pm NZT,2.00pm AEDT)Thursday, 5 July 2018
Institutional Shortfall BookbuildThursday, 5July 2018 – Friday, 6July 2018
Trading halt lifted on NZX / ASX (pre-marketopen)Monday,9 July 2018
ASXsettlementThursday, 12 July 2018
NZXsettlementFriday, 13 July 2018
Allotment and trading of new sharesFriday, 13 July 2018
Retail Entitlement Offer and Retail Bookbuild
Retail entitlement offer opens (10.00am NZT, 8.00am AEDT)Tuesday, 10 July 2018
Retail entitlement offer closes (7.00pm NZT,5.00pm AEDT)Thursday, 26 July 2018
Retail shortfall bookbuildMonday, 30 July 2018
ASX settlementWednesday, 1 August 2018
NZX SettlementThursday, 2 August 2018
Allotment and trading of new sharesThursday, 2 August 2018
Trading of New Shareson the NZXThursday, 2 August 2018
Trading of New Shareson the ASXFriday, 3 August 2018
1. The above timetable is indicative only and subject to change without notice (subject to applicable laws and the NZX Listing Rules and ASX Listing Rules). All dates and times are New
Zealand times (unless stated otherwise).
17

INTERNATIONAL OFFER RESTRICTIONS
Appendix

INTERNATIONAL OFFER RESTRICTIONS (1 OF 2)
This presentation does not constitute an offer of Entitlements or New Shares in any jurisdiction in which it would be unlawful. In particular, this presentation may not be distributed to any person, and the Entitlements and New Shares may not be offeredorsold, in
any country outside New Zealand or Australia except to the extent permitted below.
Australia
This Offer is being made to Australian resident Shareholders without a prospectus in accordance with section 708AA of the Corporations Act (as modified by ASIC Corporations (Non-Traditional Rights Issue) Instrument 2016/84 and ASIC Instrument 16-0278). This
presentation is not a prospectus, product disclosure statement or any other form of disclosure document regulated by the Corporations Act and has not been and will not be lodged with ASIC. Accordingly, this presentation may not contain all information which a
prospective investor may require to make a decision whether to subscribe for New Shares and it does not contain all of the information which would otherwise be required by Australian law to be disclosed in a prospectus. Neither ASIC or ASX takes any
responsibility for the contents of this presentation.
Canada (British Columbia, Alberta, Ontario and Quebec provinces)
This presentation constitutes an offering of Entitlements and New Shares only in the Provinces of British Columbia, Alberta, Ontario and Quebec (the "Provinces") and to those persons to whom they may be lawfully distributed in the Provinces, and only bypersons
permitted to sell such securities. This presentation is not, and under no circumstances is to be construed as, an advertisement or a public offering of securities in the Provinces. This presentation may only be distributed in the Provinces to persons thatare Eligible
Institutional Shareholders and are both "accredited investors" within the meaning of NI 45-106 – Prospectus and Registration Exemptions and a “permitted client” as defined in National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing
Registrant Obligations.
Any resale of the Entitlements or the New Shares in the Provinces must be made in accordance with applicable Canadian securitieslaws which may require resales to be made in accordance with exemptions from dealer registration and prospectus requirements.
Securities legislation in certain of the Provinces may provide purchasers with, in addition to any other rights they may haveatlaw, rights of rescission or to damages, or both, when an offering memorandum that is delivered to purchasers contains a
misrepresentation. These rights and remedies must be exercised within prescribed time limits and are subject to the defencescontained in applicable securities legislation. Prospective purchasers should refer to the applicable provisions of the securiti es legislation
of their respective Province for the particulars of these rights or consult with a legal adviser.
Upon receipt of this presentation, each investor in Canada hereby confirms that it has expressly requested that all documentsevidencing or relating in any way to the sale of the New Shares (including for greater certainty any purchase confirmation or any notice) be
drawn up in the English language only. Par la réceptionde cedocument, chaqueinvestisseurcanadienconfirmepar les présentesqu’ila expressémentexigéque tousles documents faisantfoiouse rapportantde quelquemanièreque cesoità la ventedes valeurs
mobilièresdécritesaux présentes(incluant, pour plus de certitude, touteconfirmation d’achatoutout avis) soientrédigésenanglaisseulement.
Hong Kong
WARNING: This presentation 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 presentation or to permit the distribution of this presentation or any documents
issued in connection with it. Accordingly, the Entitlements and 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 the SFO).
No advertisement, invitation or document relating to the Entitlements and the New Shares has been or will be issued, or has beenor 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 Entitlements and 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 the SFO). No person allotted Entitlements or 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 presentation 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 contents of this presentation, you should obtain independent
professional advice.
The Offer is being made from outside of Hong Kong.
19

INTERNATIONAL OFFER RESTRICTIONS (2 OF 2)
Malta
This Presentation is not, and under no circumstances is to be construed as, an investment advertisement or an offer of securitie s to the public (as defined in the Companies Act, Chapter 386 of the Laws of Malta) in Malta. Accordingly,
neither this Presentation nor any other document relating to the offer has been delivered for approval to the competent authority in Malta and no prospectus (within the meaning of Directive 2003/71/EC of the European Parliament and of
the Council dated 4 November 2003, as amended) has been published or is intended to be published in respect of the Entitlements or the New Shares.
Singapore
This presentation and any other materials relating to the Entitlements and 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 presentation and any other
document or materials in connection with the offer or sale, or invitation for subscription or purchase, of Entitlements and New Shares, may not be issued, circulated or distributed in any manner whatsoever, nor may the Entitlements and 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) Division 1, Part XIII of the Securities and Futures Act,
Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicableprovisions of the SFA.
This presentation has been given to you on the basis that you are both (i) an existing holder of Gentrack’sshares, as well as (ii) an "institutional investor" (as defined in the SFA). You agreed to the bound by the disclaimers, limitations and restrictions described
herein. In the event that you are not an investor falling within any of the categories set out above, please return this presentation and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of the
Entitlements and the New Shares immediately. This presentation and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of the Entitlements and the New Shares may not be relied upon by any other
person other than persons to whom the Entitlements and the New Shares are offered or sold, or for any other purpose. You may notreissue, distribute, forward or circulate this presentation or any part thereof in any manner whatsoever to any other person in
Singapore.
Any offer is not made to you with a view to the Entitlements or 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 Entitlements or New Shares. As
such, investors are advised to consider carefully whether the investment is suitable for them and seek independent professional advice to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.
Accordingly, Gentrack has not offered or sold the Entitlements or the New Shares or caused the Entitlements or the New Sharestobe made the subject of an invitation for subscription or purchase, nor shall it offer or sell the Entitlements or the New Share s or
cause the Entitlements or the New Shares to be made the subject of an invitation for subscription or purchase, nor has it circulated or distributed nor shall it circulate or distribute this presentation or any other document or materials in connection with the offer
or sale, or invitation for subscription or purchase, of Entitlements or New Shares, whether directly or indirectly, to persons in Singapore other than pursuant to, and in accordance with the conditions of, applicable provisions of the SFA.
United Kingdom
Neither this presentation nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the UnitedKi ngdom 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 Entitlements or the New Shares.
This presentation is strictly private and confidential and is exempt from the general restriction in section 21 of the FSMA on the communication of invitations or inducements to engage in investment activity pursuant to the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005, as amended (the FPO) on the grounds that it is being distributed in the United Kingdom to a restricted number of persons who are: (a) (i) persons having professional experience in matters relating to investments, i.e.
investment professionals within the meaning of Article 19(5) of the FPO; or (ii) high net worth companies, unincorporated associations and other bodies within the meaning of Article 49(2)(a) to (d) of the FPO; and (b) “qualified investors” as defined inArticle
2(1)(e) of the European Prospectus Directive 2003/71/EC; or (c) persons to whom it is otherwise lawful to distribute it (all such persons together being referred to as Relevant Persons).
It is not directed at and may not be acted or relied on by anyone other than a Relevant Person. Persons who do not fall within the definition of “Relevant Persons” above should not rely on this document, nor take any action upon it. These securities maynot be
offered or sold in the United Kingdom by means of this presentation, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectuspursuant to section 86(1) of the FSMA.
20

END

---

GENTRACK GROUP LIMITED
OFFER DOCUMENT
1
FOR 5.77 ENTITLEMENT
OFFER OF ORDINARY
SHARES
WEDNESDAY 4 JULY 2018
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 OR DISTRIBUTION IN THE UNITED STATES

1.Key terms of the Offer6
2.Chairman’s letter8
3.Important dates10
4.Actions to be taken by Eligible Shareholders12
5.Details of the Offer
15
6.Other information
26
7.Glossary
27
8.Directory
30
CONTENTS

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 the use of forward-looking words such as, ‘expect’,
‘anticipate’, ‘likely’, ‘intend’, ‘could’, ‘may’, ‘predict’, ‘plan’, ‘propose’,
‘will’, ‘believe’, ‘forecast’, ‘estimate’, ‘target’, ‘outlook’, ‘guidance’
and other similar expressions and include statements regarding the
conduct and outcome of the Offer and the use of the proceeds thereof.
Such forward-looking statements are not guarantees or predictions
of future performance and involve known and unknown risks and
uncertainties and other factors, many of which are beyond the control
of Gentrack, and may involve significant elements of subjective
judgement and assumptions as to future events which may or may
not be correct. There can be no assurance that actual outcomes will
not materially differ from these forward-looking statements. A number
of important factors could cause actual results or performance to
differ materially from the forward-looking statements. The forward-
looking statements are based on information available to Gentrack
as at the date of this Offer Document. Except as required by law or
regulation (including the NZX Listing Rules and ASX Listing Rules),
Gentrack undertakes no obligation to provide any additional or updated
information whether as a result of new information, future events or
results or otherwise.
OFFERING RESTRICTIONS
This Offer Document is intended for use only in connection with:
•the Offer to Eligible Retail Shareholders; and
•the Offer to Eligible Institutional Shareholders with an address
in New Zealand, Australia, Canada, Hong Kong, Singapore or
the United Kingdom (in each case to Shareholders that are not
in the United States or are not acting for the account or benefit
of a person in the United States) as at 9.00pm (NZ time) on the
Record Date.
This Offer Document 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.
Neither this Offer Document, any enclosed or accompanying NZX or
ASX announcements, nor the Entitlement and Acceptance Form may
be released or distributed in the United States. This Offer Document,
any accompanying NZX or ASX announcements and the Entitlement
and 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
or benefit of a person in the United States), or in any other jurisdiction
in which such an offer would be illegal. Neither the Entitlements
nor the New Shares has been, or will be, registered under the U.S.
Securities Act, or the securities laws of any state or other jurisdiction
IMPORTANT NOTICE
This Offer Document has been prepared by Gentrack Group Limited
(Gentrack) in connection with a 1 for 5.77 accelerated pro-rata
entitlement offer of New Shares. The Offer is made to Eligible
Shareholders pursuant to
the exclusion in clause 19 of schedule 1 of
the New Zealand Financial Markets Conduct Act 2013 and pursuant
to the provisions of the Australian Corporations Act 2001 (Cth)
(as modified by ASIC Corporations (Non-Traditional Rights Issues)
Instrument 2016/84 and ASIC Instrument 16-0278) which allow
entitlement offers to be made by providing certain confirmations to
the
market. As a result, it is important for Eligible Retail Shareholders to
read and understand the information on Gentrack and the Offer made
publicly available, prior to accepting all or part of their Entitlement
(see ‘Additional information available under Gentrack’s disclosure
obligations’ below).
This Offer Document is not a product disclosure statement or
prospectus for the purposes of the New Zealand Financial Markets
Conduct Act 2013 or the Australian Corporations Act 2001 (Cth) or
any other law, 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 Offer
or Gentrack.
ADDITIONAL INFORMATION AVAILABLE UNDER GENTRACK’S
DISCLOSURE OBLIGATIONS
Gentrack 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 Gentrack immediately
provide to ASX all the information which it provides to NZX that is,
or is to be, made public. Market releases by Gentrack, including an
announcement and an investor presentation relating to the Offer, its
most recent annual report (for the year ended 30 September 2017)
and its interim report (for the six months ended 31 March 2018) are
available at www.nzx.com and www.asx.com.au under the stock code
GTK.
Gentrack may, during the Offer, make additional releases to NZX and
ASX. To the maximum extent permitted by law, no release by Gentrack
to NZX or ASX will permit an Applicant to withdraw any previously
submitted Application without Gentrack’s prior consent.
The market price of Shares may increase or decrease between
the date of this Offer Document and the date of allotment of New
Shares. Any changes in the market price of Shares will not affect
the Application Price and the market price of New Shares following
allotment may be higher or lower than the Application Price.
WITHDRAWAL
Subject to compliance with all applicable laws, Gentrack reserves
the right to withdraw all or any part of the Offer (either generally
or in particular cases) (for example, subject to compliance with all
applicable laws, the Institutional Entitlement Offer could proceed but
the Retail Entitlement Offer could be withdrawn).
4 / GENTRACK GROUP LIMITED OFFER DOCUMENT

GENTRACK GROUP LIMITED OFFER DOCUMENT / 5
of the United States. The Entitlements may not be issued to, or taken
up or exercised by, and the New Shares may not be offered or sold
to, persons in the United States or persons who are 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). Neither the Entitlements nor the New Shares may be offered,
sold or resold, directly or indirectly, in the United States or to persons
acting for the account or benefit of a person in the United States (to
the extent such persons hold securities and are 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. This Offer Document may
not be sent or given to any person outside New Zealand or Australia
in circumstances in which the 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 Gentrack may otherwise
determine in compliance with applicable laws. Further details on the
offering restrictions that apply are set out in Part 5: Details of the
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. Gentrack
disclaims all liability to such persons.
YOUR DECISION TO PARTICIPATE IN THE OFFER
The information in this Offer Document does not constitute a
recommendation to 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.
You should make your decision whether to invest in New Shares
based on your personal circumstances. Please read this Offer
Document carefully and in full before making that decision. You are
encouraged to take your own professional advice before you invest.
QUESTIONS ABOUT THE OFFER OR ENTITLEMENTS
Any questions about the Offer can be directed to an NZX Firm, ASX
Broker or your solicitor, stockbroker, accountant, financial adviser
or other professional adviser. If you have any questions about the
number of New Shares shown on your Entitlement and Acceptance
Form, or how to complete the Entitlement and Acceptance Form,
please contact the Registrar whose contact details are set out in
Part 8: Directory.
DEFINITIONS
Capitalised terms used in this Offer Document have the meanings
given in Part 7: Glossary.

6 / GENTRACK GROUP LIMITED OFFER DOCUMENT
ISSUERGENTRACK GROUP LIMITED
Eligible Retail Shareholder
A Shareholder: (a) with a registered address in New Zealand or Australia as at 9:00pm (NZ
time) / 7:00pm (Sydney time) on the Record Date; (b) who is a UK Employee or (c) that
Gentrack considers, in its discretion, may be treated as an Eligible Retail Shareholder, in any
case who is not in the United States or acting for the account or benefit of a person in the
United States and is not an Eligible Institutional Shareholder or an Ineligible Institutional
Shareholder.
Eligible Institutional Shareholder
A Shareholder, as at 9.00pm (NZ time) / 7.00pm (Sydney time) on the Record Date, with an
address in New Zealand, Australia, Canada, Hong Kong, Singapore or the United Kingdom,
in each case, who is an Institutional Investor (or a nominee of an Institutional Investor) and
who is invited to participate in the Institutional Entitlement Offer, as further described in the
Glossary.
Application Price
NZ$6.19 (or the A$ Price) per New Share.
Of
fer size
Approximate amount to be raised under the Offer NZ$90 million.
New Shares
The same class as (and ranking equally with) Existing Shares.
Shares currently on issue
83,972,008
Number of New Shares being offered
14,553,208 (subject to rounding)
Of
fer
Institutional Entitlement Offer and Retail Entitlement Offer
A pro-rata entitlement offer of 1 New Share for every 5.77 Existing Shares held by Eligible
Shareholders at 9.00pm (NZ time) / 7.00pm (Sydney time) on the Record Date (with
fractional entitlements being rounded up to the nearest New Share). A shorter than usual
offer period will apply to Eligible Institutional Shareholders under the Institutional Entitlement
Offer, which will occur over the Business Day immediately following the announcement of
the Offer.
Institutional Bookbuild and Retail Bookbuild
Entitlements cannot be traded on the NZX Main Board or ASX or privately transferred.
However, Entitlements not taken up by Eligible Shareholders or which would have been
issued to Ineligible Shareholders had they been entitled to participate will be offered for sale
to Institutional Investors through Bookbuilds run by the Joint Lead Managers.
Any Premium realised for those Entitlements in the Bookbuilds will be paid (net of any
applicable withholding tax) on a pro-rata basis to those Shareholders who do not take up all
of
their Entitlements or who are ineligible to do so by virtue of being an Ineligible
Shareholder.
There will be a Bookbuild for the Institutional Entitlement Offer (with any Institutional
Premium realised for the Entitlements in the Institutional Bookbuild shared by Eligible
Institutional Shareholders who do not take up all of their Entitlements and Ineligible
Institutional Shareholders) and a separate Bookbuild for the Retail Entitlement Offer (with
any Retail Premium realised for the Entitlements in the Retail Bookbuild shared by Eligible
Retail Shareholders who do not take up all of their Entitlements and Ineligible Retail
Shareholders).
There is no guarantee that
there will be any Premium realised for the Entitlements offered
for sale in the Bookbuilds, and the Premium realised (if any) in one Bookbuild may be
different from the Premium realised (if any) in the other Bookbuild.
1. KEY TERMS OF THE OFFER

GENTRACK GROUP LIMITED OFFER DOCUMENT / 7
How to apply
Eligible Retail Shareholders:
An Application by an Eligible Retail Shareholder must be made (together with payment)
either:
•on the enclosed personalised Entitlement and Acceptance Form; or
•using the online application form at www.gentrackshareoffer.com
Eligible Institutional Shareholders:
The Joint Lead Managers will contact Eligible Institutional Shareholders and advise them of
the terms and conditions of participation in the Offer and to confirm their application
process.
Underwriting
The Offer is fully underwritten by the Joint Lead Managers to the value of approximately $90
million.

8 / GENTRACK GROUP LIMITED OFFER DOCUMENT
4 July 2018
Not for release or distribution in the United States.
DEAR SHAREHOLDER,
On Thursday 21 June 2018 we announced that Gentrack Group
Limited (Gentrack) entered into an agreement
to acquire all the shares
of Evolve Parent Limited and Evolve Analytics Limited (Evolve), for
£23.0 million. The transaction was debt-funded with settlement
occurring on Friday 29 June 2018. Following the completion of the
transaction, Gentrack’s debt increased to approximately NZ$90 million.
Gentrack is seeking to raise approximately NZ$90 million of new
equity from an underwritten accelerated pro-rata entitlement offer to
Eligible Shareholders of Gentrack (Offer). Proceeds raised through
the Offer will be used to pay down Gentrack’s bank debt, leaving
undrawn debt facilities of approximately NZ$50 million, providing
funding capacity to support future acquisition and growth
opportunities.
Gentrack has completed four strategic acquisitions since March 2017
across both the Utilities and Airports divisions, which have broadened
its compelling product offering.
Gentrack continues
to investigate potential acquisition opportunities
that it may seek to pursue, which would expand its product offering,
strengthen its market position and allow growth into new geographies.
These potential acquisitions are aligned with Gentrack’s existing
business and growth strategy. The Offer provides Gentrack with
capacity to pursue
these acquisition opportunities in addition to its
existing organic growth opportunities, while maintaining a
conservative debt position.
On behalf of the Board, I am pleased to offer Eligible Shareholders the
opportunity to participate in the Offer.
DETAILS OF THE ENTITLEMENT OFFER
The Offer provides an opportunity for Eligible Shareholders to increase
the number of Shares they hold in Gentrack and to take advantage of
the discount at which the New Shares will be issued under the Offer,
relative to the trading price prior to the announcement of the Offer.
Under the Offer, Eligible Shareholders are entitled to acquire one New
Share for every 5.77 Existing Shares held as at 9.00pm (New
1
Deutsche Craigs Limited is a wholly owned subsidiary of Craigs Investment Partners Limited (CIP). The role of the Underwriter may be
performed by Deutsche Craigs Limited or CIP (as the NZX Participant firm) or any of their affiliates, successors and assigns, as appropriate, and
those entities shall have the rights and benefits of the Joint Lead Managers or the Underwriters.
2. CHAIRMAN’S LETTER

GENTRACK GROUP LIMITED OFFER DOCUMENT / 9
Please read the accompanying Offer Document carefully and in full.
The Board encourages you to take the time to consider the Offer and
to seek financial, investment, or other professional advice from a
qualified professional adviser. Additional information can be found in
the investor presentation which we have released to the NZX. Eligible
Retail Shareholders can apply to take up their Entitlements under the
Offer by completing:
•the Entitlement and Acceptance Form accompanying this letter;
or
•an online application at www.gentrackshareoffer.com.
by 7.00pm on Thursday 26 July 2018. Instructions on how to make
payment can be found in the Entitlement and Acceptance Form and
Offer Document or at www.gentrackshareoffer.com.
The Board and management remain excited about the future for
Gentrack. On behalf of the Board, I welcome your participation in the
Offer.
Yours sincerely
John Clifford
Chairman, Gentrack Group Limited
Zealand time) on the Record Date of Friday 6 July 2018, at an
Application Price of NZ$6.19 per New Share.
The Application Price reflects a 13.0% discount to NZ$7.11, being the
volume-weighted average price of Gentrack’s shares as traded on

NZX for the last five trading days prior to Wednesday 4 July 2018 and
a 10.0% discount to the theoretical ex-entitlement price of NZ$6.88.
Eligible Retail Shareholders will have until Thursday 26 July 2018 to
subscribe for New Shares.
The institutional component of the Offer will be accelerated and close
on Friday 6 July 2018.
Under
the Offer, there will be no trading of Entitlements. Instead, New
Shares not taken up, or attributable to Ineligible Shareholders, will be
offered to Institutional Investors through two Bookbuilds run by
the
Joint Lead Managers, Deutsche Craigs Limited
1
(
Deutsche Craigs)
and UBS New Zealand Limited (UBS).
The first Bookbuild will take place on Thursday 5 July 2018 and Friday
6 July 2018 and will comprise New Shares not taken up by Eligible
Institutional Shareholders under the Institutional Entitlement Offer and
New Shares attributable to Ineligible Institutional Shareholders. The
second Bookbuild
will take place on Monday 30 July 2018 and will
comprise New Shares not taken up by Eligible Retail Shareholders
under the Retail Entitlement Offer and
New Shares attributable to
Ineligible Retail Shareholders.
Any Premium achieved above the Application Price for the New
Shares in each of the Bookbuilds will be shared on a pro-rata basis
(with no brokerage costs deducted) between:
•in the case of the first Bookbuild, each Eligible Institutional
Shareholder who does not take up their Entitlement in full and
each Ineligible Institutional Shareholder; and
•in the case of the second Bookbuild, each Eligible Retail
Shareholder who does not take up their Entitlement in full and
each Ineligible Retail Shareholder.
The Premium achie
ved is likely to be different between the two
Bookbuilds.
Gentrack’s largest shareholder, Hg, intends to subscribe for its full
Entitlement. Additionally, I intend to subscribe for NZ$2.5 million
worth of New Shares under the Offer.
The Offer is fully underwritten by Deutsche Craigs and UBS.

10 / GENTRACK GROUP LIMITED OFFER DOCUMENT
INSTITUTIONAL ENTITLEMENT OFFER AND INSTITUTIONAL BOOKBUILD
This timetable is relevant to participants in the Institutional Entitlement Offer and Institutional Bookbuild. Eligible Retail Shareholders should refer to the
important dates for the Retail Entitlement Offer and Retail Bookbuild set out below
KEY EVENTDATE
1
Trading halt commences on NZX and ASX and Institutional Entitlement Offer opens at 10.00am (NZ time) /
8.00am (Sydney Time)
Wednesday 4 July 2018
Institutional Entitlement Offer closes at 4.00pm (NZ time) / 2.00pm (Sydney time)Thursday 5 July 2018
Institutional Bookbuild opens at 6.30pm (NZ time) / 4.30pm (Sydney time)Thursday 5 July 2018
Institutional Bookbuild closes at 11.00am (NZ time) / 9.00am (Sydney time)Friday 6 July 2018
Record Date 9.00pm (NZ time) / 7.00pm (Sydney time)Friday 6 July 2018
Announce Institutional Bookbuild pricing and results of Institutional Entitlement Offer
Announce A$ Price
Trading halt lifted on open of trading on the NZX Main Board and ASX (pre-market open)
Monday 9 July 2018
Settlement of Institutional Entitlement Offer and Institutional Bookbuild on ASXThursday 12 July 2018
Settlement of Institutional Entitlement Offer and Institutional Bookbuild on the NZX Main Board and
commencement of trading of allotted New Shares on the NZX Main Board and ASX
Friday 13 July 2018
3. IMPORTANT DATES
1
The dates above (and any references to them in this Offer Document) are subject to change and are indicative only. All times and dates refer to
NZ time (unless otherwise specified). Gentrack reserves the right to amend the timetables (including by extending the closing dates for the Offer
or accepting late Applications, either generally or in particular cases) subject to applicable laws and the NZX Listing Rules and ASX Listing Rules.
Any extension of the closing dates for the Offer will have a consequential effect on the issue date of New Shares. Subject to compliance with all
applicable laws, Gentrack reserves the right to withdraw the Offer (or any of the Institutional Entitlement Offer, Institutional Bookbuild, Retail
Entitlement Offer or Retail Bookbuild, and irrespective of whether or not all of them are withdrawn) at any time at its absolute discretion. The
commencement of quotation of New Shares on ASX is subject to confirmation from ASX.

GENTRACK GROUP LIMITED OFFER DOCUMENT / 11
RETAIL ENTITLEMENT OFFER AND RETAIL BOOKBUILD
This timetable is relevant to participants in the Retail Entitlement Offer and Retail Bookbuild. Eligible Institutional Shareholders should refer to the important
dates for the Institutional Entitlement Offer and Institutional Bookbuild set out above.
KEY EVENTDATE
2
Trading halt commences on NZX and ASX at 10.00am (NZ time) / 8.00am (Sydney Time)Wednesday 4 July 2018
Record Date 9.00pm (NZ time) / 7.00pm (Sydney time)Friday 6 July 2018
Trading halt lifted on open of trading on NZX and ASXMonday 9 July 2018
Retail Entitlement Offer opens at 10.00am (NZ time) / 8.00am (Sydney time)Tuesday 10 July 2018
Expected despatch of this Offer Document and Entitlement and Acceptance FormsTuesday 10 July 2018
Retail Entitlement Offer closes at 7.00pm (NZ time) / 5.00pm (Sydney time)Thursday 26 July 2018
Announce results of Retail Entitlement Offer
Retail Bookbuild
Monday 30 July 2018
Announce results of Retail BookbuildTuesday 31 July 2018
Settlement of Retail Entitlement Offer and Retail Bookbuild on ASXWednesday 1 August 2018
Settlement of Retail Entitlement Offer and Retail Bookbuild on NZX
Allotment of New Shares under the Retail Entitlement Offer and Retail Bookbuild on the
NZX Main Board and ASX
Trading of New Shares commences on NZX
Thursday 2 August 2018
Trading of New Shares commences on ASX
Despatch of holding statements for New Shares issued under the Retail Entitlement Offer
Friday 3 August 2018
Applicants are encouraged to submit their personalised Entitlement and Acceptance Forms or apply via the online application as soon as possible.
No cooling-off rights apply to applications submitted under the Offer.
2
The dates above (and any references to them in this Offer Document) are subject to change and are indicative only. All times and dates refer to
NZ time (unless otherwise specified). Gentrack reserves the right to amend the timetables (including by extending the closing dates for the Offer
or accepting late Applications, either generally or in particular cases) subject to applicable laws and the NZX Listing Rules and ASX Listing Rules.
Any extension of the closing dates for the Offer will have a consequential effect on the issue date of New Shares. Subject to compliance with all
applicable laws, Gentrack reserves the right to withdraw the Offer (or any of the Institutional Entitlement Offer, Institutional Bookbuild, Retail
Entitlement Offer or Retail Bookbuild, and irrespective of whether or not all of them are withdrawn) at any time at its absolute discretion. The
commencement of quotation of New Shares on ASX is subject to confirmation from ASX.

12 / GENTRACK GROUP LIMITED OFFER DOCUMENT
4. ACTIONS TO BE TAKEN BY ELIGIBLE SHAREHOLDERS
A. IF YOU ARE AN ELIGIBLE RETAIL SHAREHOLDER, YOU MAY
TAKE THE FOLLOWING ACTIONS:
•take up all of your Entitlement;
•take up part of your Entitlement; or
•do nothing.
If you only take up part of your Entitlement or do nothing, any
Entitlement not taken up will be offered for sale in the Retail Bookbuild.
Any Retail Premium realised for those Entitlements in the Retail
Bookbuild will be paid (net of any applicable withholding tax) on a
pro-rata basis to those Eligible Retail Shareholders who do not take up
all of their Entitlements or who are ineligible to do so by virtue of being
an Ineligible Retail Shareholder.
The Offer is a pro-rata offer to Eligible Shareholders. Eligible
Shareholders who take up their Entitlement in full will not have their
percentage shareholding in Gentrack reduced by the Offer. However,
Eligible Shareholders who do not take up all of their Entitlement will
have their percentage shareholding in Gentrack diluted by the Offer.
To take up all or part of your Entitlement
If you are an Eligible Retail Shareholder and wish to take up all or part
of your Entitlement, you should:
•complete your personalised Entitlement and Acceptance Form
accompanying this Offer Document in accordance with the
instructions set out on that form;
•make payment by direct debit (for New Zealand Eligible Retail
Shareholders), BPAY® (for Eligible Australian Retail
Shareholders) or attach your cheque or bank draft in New
Zealand Dollars (or if you are an Eligible Australian Retail
Shareholder, in Australian Dollars) to your completed Entitlement
and Acceptance Form for the amount required to be paid in
accordance with
the payment instructions set out below; and
•r
eturn your completed Entitlement and Acceptance Form with the
Application Monies to the Registrar (or any NZX Firm or ASX
B
roker in sufficient time for the documents to be forwarded to
a
nd received by the Registrar), no later than 7.00pm (NZ time) /
5.00pm (Sydney time) on Thursday 26 July 2018. Contact details
for the Registrar are set out below and in Part 8: Directory.
Alternativ
ely, you may apply online in accordance with the instructions
for online Applications below.
Payment instructions
•Payment must be made in full by paying NZ$6.19 (or the A$
Price), per New Share on Application.
•Payments are to be made by direct debit (for New Zealand
Eligible Retail Shareholders), BPAY® (for Eligible Australian
Retail Shareholders) or cheque or bank draft in New Zealand
Dollars (or if you are an Eligible Australian Retail Shareholder, in
Australian Dollars) to the Registrar or by such other method of
payment agreed as acceptable to Gentrack. Please choose only
one payment option.
•If there is a discrepancy between the amount of Application
Monies and the number of New Shares indicated as your
Entitlement on your Entitlement and Acceptance Form, Gentrack
will treat the Application as being for the lower of your Entitlement
and the number of New Shares the Application Monies will pay for.
Payment options
Direct debit (preferred method) – for New Zealand Eligible Retail
Shareholders only
If you wish to pay by direct debit you must complete the direct debit
section in the Entitlement and Acceptance Form or in the online
Application (if you are applying for New Shares using the online
Application process set out below). By completing the direct debit
section in the Entitlement and Acceptance Form, you authorise the
Registrar to direct debit the nominated bank account for the amount
applied on the day the Entitlement and Acceptance Form is received
by the Registrar. The bank account must be with a New Zealand
registered bank.
You cannot specify a direct debit date and you must ensure that:
•the bank account details supplied are correct;
•the Application Monies in the bank account for the direct debit
are available on the day you submit your Application;
•the person(s) giving the direct debit instruction has/have
authority to operate the account solely/jointly; and
•the bank account you nominated is a transactional account
eligible for direct debit transactions.
If you are uncertain you should contact your bank.
Should your direct debit fail, your Application will be rejected. If
requested, a direct debit form will be provided to you by the Registrar.
BPAY® – for Eligible Australian Retail Shareholders only
For payment by BPAY®, please follow the instructions on the
personalised Entitlement and Acceptance Form or online at www.
gentrackshareoffer.com. You can only make payment via BPAY® if you
are the holder of an account with an Australian financial institution that
supports BPAY® transactions.
If you are paying by BPAY®, please make sure you use the specific
Biller Code and your unique Customer Reference Number (CRN) on
your personalised Entitlement and Acceptance Form or accessed online
at www.gentrackshareoffer.com. If you do not use the correct CRN
specific to your holding your Application will not be recognised as valid.
Please note that should you choose to pay by BPAY®:
•you do not need to submit your Entitlement and Acceptance
Form but are taken to agree to the terms of the Acceptance
Form; and

GENTRACK GROUP LIMITED OFFER DOCUMENT / 13
•if you do not pay for your all of the New Shares represented by
your Entitlements, you will be deemed to have taken up your
Entitlements in respect of such whole number of New Shares
which is covered in full by your Application Monies.
It is your responsibility to ensure that your BPAY® payment is
received by the Registrar by no later than 7.00pm (NZ time) / 5.00pm
(Sydney time) on Thursday 26 July 2018. You should be aware that
your financial institution may implement earlier cut-off
times with
regard to electronic payment, and you should therefore take this into
consideration in the timing of when you make payment.
Cheques or Bank Drafts
Applicants who elect to pay by cheque or bank draft must ensure that
the cheque is drawn on a New Zealand bank or that the bank draft is
in New Zealand Dollars (or, if you are an Eligible Australian
Shareholder, that the cheque is drawn on an Australian bank or that
the bank draft is in Australian dollars). Cheques or bank drafts drawn
in a different currency will not be accepted.
Cheques or bank drafts are to be made payable to “Gentrack
Entitlement Offer”, crossed “Not Transferable” or “Not Negotiable” and
must not be post-dated as cheques will be banked on the day of
receipt.
If your cheque or bank draft is dishonoured for any reason Gentrack
may reject your Application, cancel your allotment of New Shares and
pursue any other remedies available to it at law.
Online applications
If you are an Eligible Retail Shareholder, you may also apply for all or
part of your entitlement to New Shares online. To do so, you must
complete an online Application at www.gentrackshareoffer.com not
later than 7.00pm (NZ time) / 5.00pm (Sydney time) on Thursday
26 July 2018. You will be required to enter your CSN/Holder number
(or HIN or SRN if you are an Eligible Australian Retail Shareholder)
which you hold your Shares under and your Entitlement Number
(found on your personalised Entitlement and Acceptance Form).
Payments for Applications made online must be made by way of direct
debit (for New Zealand Eligible Retail Shareholders) or BPAY® (for
Eligible Australian Retail Shareholders). Please read the instructions
regarding direct debit payments and BPAY® payments under the
headings “Direct Debit (Preferred method)” and “BPAY®” above. Once
your Application has been completed successfully, you will be emailed
an application confirmation which you should keep for your records.
Mailing Addresses for Entitlement and Acceptance Forms
Applicants who elect to pay by direct debit should email their
completed Entitlement and Acceptance Forms to
applications@linkmarketservices.com. Alternatively, such Applicants
may also mail their completed Forms to the Registrar at the address
set out below.
Applicants who are not paying by direct debit should mail completed
Entitlement and Acceptance Forms and cheques or bank drafts to the
Registrar at:
Gentrack Group Limited
C/ Link Market Services Limited
PO Box 91976
Auckland 1142, New Zealand
or, for Eligible Australian Retail Shareholders, to:
Gentrack Group Limited
C/- Link Market Services Limited
Locked Bag A14
Sydney South, NSW 1235, Australia
to arrive no later than 7.00pm (NZ time) / 5.00pm (Sydney time)
on Thursday 26 July 2018 or, if sent to any NZX Firm or ASX
Broker, in sufficient time for the documents to be forwarded to, and
received by, the Registrar not later than 7.00pm (NZ time) /
5.00pm (Sydney time) on Thursday 26 July 2018. If you have any
questions in relation to such timing requirements of any NZX Firm or
ASX Broker, you should discuss these directly with that NZX Firm or
ASX Broker.
UK Employees
If you are a UK Employee, Gentrack will be in contact with you
separately about how you can participate in the Offer.
B. IF YOU ARE AN ELIGIBLE INSTITUTIONAL SHAREHOLDER
The Joint Lead Managers will contact Eligible Institutional
Shareholders to inform them of the terms and conditions of
participation in the Institutional Entitlement Offer and seek
confirmation of their Entitlements under the Offer.
The Joint Lead Managers will determine the Shareholders who will be
treated as Eligible Institutional Shareholders for the purpose of
determining the Shareholders to whom an offer of New Shares will be
made under the Institutional Entitlement Offer. In exercising their
discretion, the Joint Lead Managers may have regard to a number of
matters, including without limitation legal and regulatory requirements
and logistical and registry constraints. The Joint Lead Managers and
their affiliates and related bodies corporate and each of their directors,
officers, partners, employees, advisers and agents disclaim any duty
or liability (including for negligence) in respect of that determination
and the exercise or otherwise of that discretion, to the maximum
extent permitted by law. Gentrack and the Joint Lead Managers will
agree on which Shareholders having registered addresses outside
Australia and New Zealand will be treated as Ineligible Shareholders.
C. INFORMATION FOR ALL ELIGIBLE SHAREHOLDERS
Decision to participate in the Offer
The information in this Offer Document does not constitute a
recommendation to acquire New Shares or 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.

14 / GENTRACK GROUP LIMITED OFFER DOCUMENT
Late Applications and withdrawal rights
Gentrack may accept late Applications and Application Monies, either
generally or in particular cases, but has no obligation to do so.
Gentrack may accept or reject (at its discretion) any Entitlement and
Acceptance Form or online Application which it considers to have
been completed incorrectly or correct any errors or omissions on any
Entitlement and Acceptance Form or online Application.
Once submitted, and subject to all applicable law, an Application may
not be withdrawn without Gentrack’s prior written consent.
Further information
Enquiries about the Offer can be directed to an Authorised Financial
Adviser, a NZX Firm or ASX Broker or your solicitor, accountant or
other professional adviser.
If you have any questions about the number of New Shares shown on
your Entitlement and Acceptance Form that accompanies this Offer
Document, or how to complete your Entitlement and Acceptance Form
or an online Application, please contact the Registrar.
The Registrar can be contacted on +64 9 375 5998, or at Level 11,
Deloitte Centre, 80 Queen Street, Auckland 1010, New Zealand, or PO
Box 91976, Auckland 1142, New Zealand.
If you are an Eligible Australian Retail Shareholder, you can contact
the Registrar on +61 1300 554 474 (from Australia), or at Level 12,
680 George Street, Sydney, NSW 2000, Australia, or Locked Bag A14,
Sydney South, NSW 1235, Australia.

GENTRACK GROUP LIMITED OFFER DOCUMENT / 15
5. DETAILS OF THE OFFER
THE OFFER
The Offer is an offer of New Shares to Eligible Shareholders under an
accelerated pro-rata entitlement issue. Under the Offer, Eligible
Shareholders are entitled to subscribe for 1 New Share for every 5.77
Existing Shares held at 9.00pm (NZ time) / 7.00pm (Sydney time) on
the Record Date. The New Shares will be the same class as, and will
rank equally with, Existing Shares which are quoted on the NZX Main
Board and ASX. It is a term of the Offer that Gentrack will take any
necessary steps to ensure that the New Shares are, immediately after
issue, quoted on the NZX Main Board and ASX.
The maximum number of New Shares being offered under the Offer
is 14,553,208
New Shares (subject to rounding).
Gentrack will raise a total of approximately NZ$90 million through the
Offer (before costs), which is fully underwritten by Deutsche Craigs
Limited and UBS New Zealand Limited.
The number of New Shares
to which an Eligible Shareholder is
entitled under an Entitlement will, in the case of fractions, be rounded
up to the nearest whole number.
The issue of New Shares pursuant to the Offer is not expected to have
any effect or consequence on the control of Gentrack.
APPLICATION PRICE
The Application Price is NZ$6.19 (or the A$ Price) per New Share
and must be paid in full on application.
The A$ Price will be the Australian dollar equivalent of NZ$6.19
determined using the RBNZ AUD/NZD exchange rate on Friday 6 July
2018 at 3.00pm (NZ time). The A$ Price will be announced by
Gentrack on Monday 9 July 2018.
Payment of the Application Price for the Retail Entitlement Offer must
be made in accordance with the instructions set out on the reverse of
the Entitlement and Acceptance Form or in accordance with the online
Application process (and as further described in Part 4: Actions to be
taken by Eligible Shareholders).
If you elect to apply for New Shares using New Zealand Dollars, any
New Shares issued
to you will be issued on Gentrack’s NZX branch
register. If you elect to apply for New Shares using the A$ Price, any
New Shares issued to you will be issued on Gentrack’s ASX branch
register.
Eligible Retail Shareholders must also deliver a completed Entitlement
and Acceptance Form (either by mail, delivery, fax or email) to the
Registrar. Alternatively, Applications may be made by Eligible Retail
Shareholders online at www.gentrackshareoffer.com without the
requirement to complete the Entitlement and Acceptance Form.
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 (whichever is applicable). Interest
earned on the Application Monies will be for the benefit, and remain
the property, of Gentrack and will be retained by Gentrack whether or
not the issue of New Shares
takes place.
Any refund of Application Monies will be made without interest and
within 10 Business Days of allotment or the date that the decision not
to accept an Application is made (as the case may be).
WITHDRAWAL
Subject to compliance with all applicable laws, Gentrack reserves the
right to withdraw the Offer (or any of the Institutional Entitlement
Offer, Institutional Bookbuild, Retail Entitlement Offer or Retail
Bookbuild, and irrespective of whether or not all of them are
withdrawn) (either generally or in particular cases) at any time at its
absolute discretion.
If any Application is not accepted, all applicable Application Monies will
be refunded without interest to the relevant Shareholder.
OVERVIEW OF THE OFFER
The Offer comprises:
•the Institutional Entitlement Offer;
•the Institutional Bookbuild;
•the Retail Entitlement Offer; and
•the Retail Bookbuild,
each as described in further detail below.
PURPOSE OF THE OFFER
On Thursday 21 June 2018, Gentrack announced that it had entered
into an agreement to acquire Evolve for £23.0 million (NZ$4
4.2 million).
The acquisition of Evolve was completed on Friday 29 June 2018 and
has increased Gentrack’s debt to approximately NZ$90 million.
Proceeds raised through the Offer will be used to pay down
Gentrack’s bank debt, leaving undrawn debt facilities of approximately
NZ$50 million, providing funding capacity to support future acquisition
and growth opportunities.
Gentrack continues
to investigate potential acquisition opportunities
that it may seek to pursue, which would expand its product offering,
strengthen its market position and grow into new geographies. These
potential acquisitions are aligned with Gentrack’s existing business and
growth strategy. The Offer provides Gentrack with capacity to pursue
these acquisition opportunities, in addition to its existing organic
growth opportunities, while maintaining a conservative debt position.
The Investor Presentation is available on NZX’s website
(www.nzx.com/markets/NZSX/securities/GTK) and on Gentrack’s
website www.gentrack.com.
THE RETAIL ENTITLEMENT OFFER
Overview of the Retail Entitlement Offer
Gentrack is offering Eligible Retail Shareholders the opportunity to
subscribe for 1 New Share for every 5.77 Existing Shares held as at
9.00pm (NZ time) / 7.00pm (Sydney time) on the Record Date, at an
Application Price of NZ$6.19 (or the A$ Price) per New Share. This

16 / GENTRACK GROUP LIMITED OFFER DOCUMENT
ratio and the Application Price are the same as for the Institutional
Entitlement Offer.
The Retail Entitlement Offer opens at 10.00am (NZ time) / 8.00am
(Sydney time) on Tuesday 10 July 2018 and closes at 7.00pm (NZ
time) / 5.00pm (Sydney time) on Thursday 26 July 2018 (subject to
Gentrack’s right to modify these dates).
Entitlements will not be listed and cannot be traded on the NZX Main
Board or ASX or privately transferred. However, Ineligible Retail
Shareholders, and Eligible Retail Shareholders who have not taken up
their full Entitlements, may receive some value in respect of those
Entitlements not taken up if a Retail Premium is realised under the
Retail Bookbuild. However, there is no guarantee that any Premium
will be realised, and any Retail Premium may be different from any
Institutional Premium.
Eligibility under the Retail Entitlement Offer
The Retail Entitlement Offer is only open to Eligible Retail
Shareholders. Eligible Retail Shareholders are those persons who:
•are registered as Shareholders at 9.00pm (NZ time) /
7.00pm (Sydney time) on the Record Date
and have a
registered address in New Zealand or Australia;
•are UK Employees; or
•Gentrack considers, in its discretion, may be treated as an
Eligible Retail Shareholder
and in any case:
•are not in the United States and are not acting for the account or
benefit of a person in the United States; and
•are not Eligible Institutional Shareholders or Ineligible Institutional
Shareholders.
If you sell any Shares (and that sale settles) prior to 9.00pm (NZ time)
/ 7.00pm (Sydney time) on the Record Date, then the Entitlements
attributable to those Shares will accrue to the holder of those Shares
as at 9.00pm (NZ time) / 7.00pm (Sydney time) on the Record Date. If
you have acquired Shares (and that acquisition settles) after 9.00pm
(NZ time) / 7.00pm (Sydney time) on the Record Date, you will not be
issued any Entitlements in relation to those Shares.
The Retail Entitlement Offer does not constitute an offer to any person
who is not an Eligible Retail Shareholder, including any Eligible
Institutional Shareholder or Ineligible Institutional Shareholder, or any
Ineligible Retail Shareholder. Any person allocated New Shares under
the Institutional Entitlement Offer or Institutional Bookbuild does not
have any entitlement to participate in the Retail Entitlement Offer in
respect of those New Shares.
Gentrack reserves the right to reject any Application for New Shares
under the Retail Entitlement Offer that it considers comes from a
person who is not an Eligible Retail Shareholder.
Acceptance of Entitlement under the Retail Entitlement Offer
The Entitlement and Acceptance Form distributed to Eligible Retail
Shareholders with this Offer Document sets out an Eligible Retail
Shareholder’s Entitlement to participate in the Retail Entitlement Offer.
Applications for New Shares by Eligible Retail Shareholders can only
be made on the personalised Entitlement and Acceptance Form sent
with this Offer Document or via an online Application at
www.gentrackshareoffer.com. Applications in excess of an Eligible
Retail Shareholder’s Entitlement will not be accepted.
Entitlements are not rounded up to a minimum holding. The number of
New Shares to which an Eligible Retail Shareholder is entitled under
an Entitlement will, in the case of fractions of New Shares, be rounded
up
to the nearest whole number of New Shares.
Eligible Retail Shareholders are not obliged to subscribe for any or all
of the New Shares
to which they are entitled under the Offer. They
may choose to take up some or all of their Entitlements or allow some
or all of their Entitlements to lapse.
Any person outside New Zealand or Australia who takes up an
Entitlement in the Retail Entitlement 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 Gentrack that the Offer can be lawfully made to their nominee
pursuant to this Offer
Document. None of Gentrack, the Joint Lead
Managers, the Underwriters, the Registrar or any of their respective
directors, officers, employees, agents or advisers accepts any liability
or responsibility to determine whether a person is eligible to
participate in this Offer. Any person in the United States or that is
acting for the account or benefit of a person in the United States is not
permitted to participate in the Retail Entitlement Offer.
The Retail Bookbuild
Entitlements that are not taken up by Eligible Retail Shareholders
under
the Retail Entitlement Offer (together with those Entitlements
which would have been issued
to Ineligible Retail Shareholders if they
had been entitled to participate) will be offered for sale under the
Retail Bookbuild to Institutional Investors (which may include Eligible
Institutional Shareholders whether or not they take up their full
Entitlements under the Offer).
T
he Retail Bookbuild is expected to take place on Monday 30 July 2018.
For further details of how the Retail Bookbuild will work, see
Bookbuilds on page 17.
THE INSTITUTIONAL ENTITLEMENT OFFER
Overview of the Institutional Entitlement Offer
Gentrack is offering Eligible Institutional Shareholders the opportunity
to subscribe for 1 New Share for every 5.77 Existing Shares held as
at 9.00pm (NZ time) / 7.00pm (Sydney time) on the Record Date, at
an Application Price of NZ$6.19 (or the A$ Price) per New Share. This

GENTRACK GROUP LIMITED OFFER DOCUMENT / 17
ratio and the Application Price are the same as for the Retail
Entitlement Offer.
The Institutional Entitlement Offer opens on Wednesday 4 July 2018
and closes on Thursday 5 July 2018 (subject to Gentrack’s right to
modify these dates).
Entitlements will not be listed and cannot be traded on the NZX Main
Board or ASX or privately transferred. However, Ineligible Institutional
Shareholders, and Eligible Institutional Shareholders who have not
taken up their full Entitlements, may receive some value in respect of
those Entitlements not taken up if an Institutional Premium is realised
under the Institutional Bookbuild. However, there is no guarantee that
any Premium will be realised, and any Institutional Premium may be
different from any Retail Premium.
Eligibility under the Institutional Entitlement Offer
The Institutional Entitlement Offer is only open to Eligible Institutional
Shareholders, being those Shareholders at 9.00pm (NZ time) /
7.00pm (Sydney time) on the Record Date with an address in New
Zealand, Australia, Canada, Hong Kong, Singapore or the United
Kingdom and, in each case, who are Institutional Investors (or
nominees of Institutional Investors).
The Joint Lead Managers will determine the Shareholders who will be
treated as Eligible Institutional Shareholders for the purpose of
determining the Shareholders to whom an offer of New Shares will be
made under the Institutional Entitlement Offer. In exercising its
discretion, the Joint Lead Managers may have regard to a number of
matters, including legal and regulatory requirements and logistical and
registry constraints. Gentrack and the Joint Lead Managers will agree
on which Shareholders with a registered address outside of Australia
or New Zealand will be treated as Ineligible Institutional Shareholders.
If you sell any Shares (and that sale settles) prior to 9.00pm (NZ time)
/ 7.00pm (Sydney time) on the Record Date, then the Entitlements
attributable to those Shares will accrue to the holder of those Shares
as at 9.00pm (NZ time) / 7.00pm (Sydney time) on the Record Date. If
you have acquired Shares (and that acquisition settles) after the Record
Date, you will not receive any Entitlements in relation to those Shares.
Gentrack reserves the right to reject any Application for New Shares
under the Institutional Entitlement Offer that it considers comes from a
person who is not an Eligible Institutional Shareholder.
Acceptance of Entitlement under the Institutional Entitlement Offer
The Joint Lead Managers will contact Eligible Institutional
Shareholders to inform them of the terms and conditions of
participation in the Institutional Entitlement Offer and seek
confirmation of their Entitlements under the Offer. Applications for
New Shares by Eligible Institutional Shareholders can only be made in
accordance with that process. Applications in excess of an Eligible
Institutional Shareholder’s Entitlement will not be accepted.
Entitlements are not rounded up to a minimum holding. The number of
New Shares to which an Eligible Institutional Shareholder is entitled
under an Entitlement will, in the case of fractions of New Shares, be
rounded up to the nearest whole number.
The Institutional Bookbuild
Entitlements that are not taken up by Eligible Institutional Shareholders
under the Institutional Entitlement Offer (together with those
Entitlements of Ineligible Institutional Shareholders) will be offered
under the Institutional Bookbuild
to Institutional Investors (which may
include Eligible Institutional Shareholders whether or not they take up
their full Entitlements under the Offer).
The Institutional Bookbuild is expected to
take place on Thursday 5
July 2018 and Friday 6 July 2018.
For further details of how the Institutional Bookbuild will work, see
Bookbuilds EHORZ.
SETTLEMENT OF THE INSTITUTIONAL ENTITLEMENT OFFER
AND INSTITUTIONAL BOOKBUILD
Settlement of the Institutional Entitlement Offer and Institutional
Bookbuild will occur on the Institutional Settlement Date in accordance
with arrangements advised by the Joint Lead Managers to Eligible
Institutional Shareholders.
BOOKBUILDS
Each Bookbuild will be conducted by the Joint Lead Managers.
Any Premium realised for the Entitlements sold in the relevant
Bookbuild will be paid by the Joint Lead Managers to the Registrar
who will remit that amount pro-rata net of any amounts required to be
withheld to the relevant Shareholders in either Australian dollars or
New Zealand Dollars based on the relevant Shareholders’ nominated
bank account. Amounts paid in Australian dollars to such Shareholders
will be converted from New Zealand Dollars by the Registrar at the
prevailing exchange rate for buying Australian dollars using New
Zealand Dollars at the time of payment. That exchange rate may be
different from the exchange rate used to set the A$ Price. Such
Shareholders will be paid by direct credit to the nominated bank
account as noted on Gentrack’s share register or, if there is no
nominated bank account, by New Zealand Dollar cheque to the
registered address on Gentrack’s share register.
For the avoidance of doubt, the Premium does not include the
Application Price payable to Gentrack by Institutional Investors who
acquire Entitlements under the Bookbuilds.
No fees or costs will be payable by any Shareholder, and no interest
will be collected or paid to any Shareholder on any Premium. There is
no guarantee
that any value will be received from either of the
Bookbuilds by Eligible Shareholders who do not take up their full
Entitlements or by Ineligible Shareholders. The Premium may be zero,
in which case no payment will be made to the holders of the
Entitlements sold in the relevant Bookbuild. Any Premium realised for
the Entitlements sold in the Retail Bookbuild may be different from the
Premium realised for the sale of Entitlements in the Institutional
Bookbuild. The outcome of the Institutional Bookbuild is not an

18 / GENTRACK GROUP LIMITED OFFER DOCUMENT
indication as to whether there will be a Retail Premium or what any
Retail Premium may be.
The ability to sell Entitlements in a Bookbuild and the ability to obtain
any Premium will be dependent upon various factors, including market
conditions. Further, the Premium (if any) may not be the highest bid
for the Entitlements, but will be determined having regard to a number
of factors, including having binding and bona fide offers which, in the
reasonable opinion of the Joint Lead Managers, will, if accepted, result
in otherwise acceptable allocations to clear the entire book. The Joint
Lead Managers and Gentrack have the right to close a Bookbuild early
or to extend the bookbuild closing time in their absolute discretion (but
have no obligation to do so), without recourse or notice to you.
The Joint Lead Managers are not acting for or on behalf of and are
not responsible as a fiduciary to any Gentrack security holder, and do
not have any obligation to any Gentrack security holder in relation to
the conduct of a Bookbuild or in respect of the price obtained in either
bookbuild. To the maximum extent permitted by law, Gentrack, the
Joint Lead Managers and each of their respective related bodies
corporate and affiliates, and each of their respective directors, officers,
partners, employees, representatives and agents, disclaim all liability,
including for negligence, for any failure to realise a Premium in the
Bookbuilds, for any difference between the Retail Premium and the
Institutional Premium and for any failure to obtain any particular
exchange rate, or any movements in exchange rates, if exchanging the
Premium into Australian dollar funds. The Joint Lead Managers and
Gentrack reserve the right to allocate Entitlements under the
Bookbuilds at their discretion.
If all or part of your Entitlement is sold into a Bookbuild, then you will
forgo any exposure to increases or decreases in the value of New
Shares relating to those Entitlements and your percentage
shareholding in Gentrack will be diluted by your non-participation in
the Offer.
Any Premium realised under the Bookbuilds will be announced by
Gentrack on the NZX Main Board and ASX following the close of the
relevant Bookbuild.
NEW ZEALAND TAXATION TREATMENT
The following is a summary of New Zealand tax implications for New
Zealand tax residents in relation to the Entitlements granted under the
Offer, the exercise of any such Entitlements, and the Institutional
Premium and Retail Premium which may be payable under the Offer.
This summary is general in nature, does not take account of any
individual circumstances of any particular New Zealand tax resident
and is limited to those aspects of the Offer and not the taxation
implications of holding Existing Shares or New Shares, or any tax
implications for Shareholders outside New Zealand.
As Shareholders’ individual circumstances will differ, Shareholders
should seek advice from their tax adviser or other professional adviser
before participating in the Offer. This summary is not intended to be,
nor should it be construed as being, investment, legal or tax advice to
any particular Shareholder.
Taxation on the grant and exercise of an Entitlement under the Offer
The grant and/or exercise of an Entitlement under the Offer will not
constitute a taxable dividend derived by Eligible Shareholders for New
Zealand tax purposes.
The grant and/or exercise of any Entitlement under the Offer by
Shareholders who hold their Existing Shares on capital account should
not otherwise be treated as income for New Zealand tax purposes, as
the acquisition of Entitlements should be characterised as flowing
from the capital rights of the Existing Shares and should therefore be
on capital account for New Zealand income tax purposes.
However, although not a dividend, the grant and/or exercise of an
Entitlement under the Offer may give rise to taxable income if a
Shareholder holds their Existing Shares on revenue account. A
Shareholder will hold Existing Shares on revenue account if they
acquired those Shares for the purposes of sale or other disposal, or
they are in the business of dealing in shares.
Taxation on the Institutional Premium and Retail Premium
Any Institutional Premium or Retail Premium payable to any Eligible
Shareholders who do not take up their Entitlements under the Offer in
full, or to any Ineligible Shareholders, will not be a dividend for New
Zealand tax purposes.
Any Institutional Premium or Retail Premium payable to Shareholders
who hold their Existing Shares on capital account should not
otherwise be taxable to those Shareholders (although this position is
not entirely free from doubt).
However, the Institutional Premium or Retail Premium may be taxable
(although not a dividend) if a Shareholder holds their Existing Shares
on revenue account. A Shareholder will hold Existing Shares on
revenue account if they acquired those Shares for the purposes of
sale or other disposal, or they are in the business of dealing in shares.
AUSTRALIAN TAXATION TREATMENT
Introduction
The following is a summary of the Australian tax implications in
relation to the Entitlements granted under the Offer, the exercise of
any such Entitlements and the Retail Premium which may be payable
under the Offer. This summary is limited to those aspects of the Offer
and not the tax implications of holding Existing Shares or New Shares.
This summary is for Eligible Retail Shareholders who are residents of
Australia for income tax purposes and hold their Existing Shares (and
will hold their Entitlements and any New Shares) on capital account.
This summary does not apply to Eligible Retail Shareholders that:
•hold Existing Shares, Entitlements or New Shares in their
business of share trading, dealing in securities or otherwise hold
their Existing Shares, Entitlements or New Shares on revenue
account or as trading stock;
•are subject to the ‘taxation of financial arrangements’ rules in
Division 230 of the Australian Tax Act in relation to their holding
of Existing Shares, Entitlements or New Shares;

GENTRACK GROUP LIMITED OFFER DOCUMENT / 19
• hold their Existing Shares, Entitlements or New Shares through a
permanent establishment in New Zealand; and/or
• acquired their Existing Shares pursuant to an employee share
scheme.
The summary below is general in nature and does not take account of
any individual circumstances of any particular Eligible Retail
Shareholder. Eligible Retail Shareholders should seek specific advice
applicable to their own particular circumstances from their own tax
advisers before reaching any conclusions as to the taxation
consequences of the Offer.
These comments do not address the taxation implications of the Offer
under the laws of any jurisdiction other than the laws of Australia.
These comments are based on Australian law and administrative
practice as at the time of issue of the Offer Document.
Taxation on the grant and exercise of an Entitlement under the Offer
The grant of the Entitlement to subscribe for New Shares should not,
of itself, result in any amount being included in the assessable income
of an Eligible Retail Shareholder.
For capital gains tax (CGT) purposes (see below), Shareholders will
be treated as having acquired their Entitlements on the same date that
they acquired the Existing Shares which gave rise to the Entitlements.
The first element of the cost base in the Entitlements should be nil.
The exercise of Entitlements and subscription for New Shares by an
Eligible Retail Shareholder should not, of itself, result in any amount
being included in that Shareholder’s assessable income. The
Application Price paid to subscribe for the New Shares will be included
in the Eligible Retail Shareholder’s cost base of the New Shares for
CGT purposes. New Shares will be treated for the purposes of the CGT
discount as having been acquired when the Eligible Retail Shareholder
exercised the Entitlement to subscribe for them.
Taxation on the Retail Premium
Eligible Retail Shareholders who do not take up their Entitlements will
have their Entitlements sold on their behalf in the Retail Bookbuild and
any Retail Premium from the sale remitted to them.
The Commissioner of Taxation (Commissioner) recently released
Taxation Ruling TR 2017/4 in which the Commissioner ruled that retail
premiums received under certain renounceable entitlements will be
treated as capital proceeds from the realisation of a CGT asset and not
as ordinary income or a dividend for income tax purposes.
Taxation Ruling TR 2017/4 applies to entitlements that, amongst other
things, can be sold either on-market or off-market prior to the Retail
Bookbuild commencing. As the present Entitlements cannot be sold
either on-market or off-market before the Retail Bookbuild commencing,
Taxation Ruling TR 2017/4 does not apply to the Entitlements.
Although Taxation Ruling TR 2017/4 does not apply to the
Entitlements, as the Retail Premium is received as proceeds from a
sale of the Entitlements through the Retail Bookbuild process on behalf
of Eligible Retail Shareholders, the same reasoning that applied in
Taxation Ruling TR 2017/4 should apply here. Therefore, such sale
should constitute a CGT event to the Eligible Retail Shareholder and be
taxable under the CGT provisions, and the Retail Premium received by
the Eligible Retail Shareholder should constitute the capital proceeds
in respect of the sale.
Accordingly:
• Eligible Retail Shareholders whose Entitlements are sold into the
Retail Bookbuild should derive a capital gain broadly equal to the
amount of the Retail Premium received; and
• Eligible Retail Shareholders who are individuals, complying
superannuation entities or trustees that have held their Existing
Shares for at least 12 months prior to the date of the sale should
be entitled to the CGT discount in respect of the capital gain
resulting from the sale of the Entitlements into the Retail
Bookbuild (after offsetting any applicable capital losses). The
amount of this discount is 50% for individuals and trustees and
33 1/3% for complying superannuation entities.
The CGT discount is not available for companies. Trustees should seek
specific tax advice regarding the tax consequences arising from
making distributions attributable to discount capital gains.
Eligible Retail Shareholders should seek their own independent
taxation advice of participating in the Retail Bookbuild particularly
having regard to the fact that the Entitlements are not covered by
Taxation Ruling TR 2017/4.
Conversion to AUD
If you pay or receive any amounts that are expressed in a foreign
currency (i.e., NZD), they must be converted into AUD at the
applicable exchange rate. The Australian Taxation Office website
(www.ato.gov.au) provides daily exchange rates which may be used to
assist you with this calculation.
THE NEW SHARES
Each Share confers the right to vote at meetings, subject to any voting
restrictions imposed on Shareholders under Gentrack’s constitution or
the NZX Listing Rules. On a show of hands or by voice, every
Shareholder present in person or by proxy or representative has one
vote. On a poll, every Shareholder present in person or by proxy or
representative has one vote for each Share they hold. Each Share
confers a right to a pro-rata share of any dividend authorised by the
Board on Shares, and to any distribution of surplus assets of Gentrack
on any liquidation.
Applicants for New Shares will be bound by Gentrack’s constitution
and the terms of the Offer set out in this Offer Document. A copy of
Gentrack’s constitution can be found free of charge on Gentrack’s file
at the New Zealand Companies Office website at
https://companies-register.companiesoffice.govt.nz/.
New Shares issued under the Institutional Entitlement Offer,
Institutional Bookbuild, Retail Entitlement Offer and Retail Bookbuild
will rank equally with each other and Existing Shares.

20 / GENTRACK GROUP LIMITED OFFER DOCUMENT
LISTING
Entitlements will not be listed and cannot be traded on the NZX Main
Board or ASX or privately transferred. It is a term of the Offer that
Gentrack will take any necessary steps to ensure that the New Shares
are, immediately after issue, quoted on the NZX Main Board and ASX.
If you elect to apply for New Shares using New Zealand Dollars, any
New Shares issued to you will be issued on Gentrack’s NZX branch
register. If you elect to apply for New Shares using the A$ Price, any
New Shares issued to you will be issued on Gentrack’s ASX branch
register.
NZX
The New Shares have been accepted for quotation by NZX and will be
quoted on the NZX Main Board upon completion of allotment
procedures. The NZX Main Board is a licensed market under the
FMCA. However, NZX accepts no responsibility for any statement in
this Offer Document. It is expected that trading on the NZX Main Board
of the New Shares issued under:
•the Institutional Entitlement Offer and Institutional Bookbuild will
commence on Friday 13 July 2018; and
•the Retail Entitlement Offer and Retail Bookbuild will commence
on Thursday 2 August 2018.
ASX
An application has or will be made to ASX for quotation of the New
Shares issued under the Offer and Gentrack expects that the New
Shares will be quoted upon completion of allotment procedures. It is
expected that trading on ASX of the New Shares issued under the
Retail Entitlement Offer and Retail Bookbuild will commence on Friday
3 August 2018.
ASX accepts no 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
Gentrack.
Holding statements for New Shares allotted under the Offer will be
issued and mailed as soon as practicable after allotment. Applicants
under the 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 8: Directory.
Applicants selling New Shares prior to receiving a holding statement
do so at their own risk. None of Gentrack, the Joint Lead Managers,
the Registrar nor any of their respective directors, officers, employees,
agents or advisers accepts any liability or responsibility should any
person attempt to sell or otherwise deal with New Shares before the
holding statement showing the number of New Shares allotted to the
Applicant is received by the Applicant for those New Shares.
NOMINEES
If you hold Existing Shares as nominee or custodian for more than one
person, then you may (depending on the nature of each such person)
be an Eligible Institutional Shareholder, Ineligible Institutional
Shareholder, Eligible Retail Shareholder or Ineligible Retail
Shareholder with regard to the Entitlement of each such person.
Nominees and custodians should note that the Retail Entitlement Offer
is not available to Eligible Institutional Shareholders who were invited
to participate in the Institutional Entitlement Offer (whether they
accepted their Entitlement or not) and Ineligible Institutional
Shareholders.
Nominees and custodians may not distribute any part of this Offer
Document, and may not permit any beneficial shareholder to
participate in the Offer who is located in the United States or any
other country outside New Zealand and Australia, except to
institutional and professional investors listed in, and to the extent
permitted under, the section captioned “International Offer
Restrictions” below or elsewhere as Gentrack may determine it is
lawful and practical to make the Offer.
In particular, persons acting as nominees or custodians for other
persons may not take up New Shares on behalf of, or send any
documents relating to the Offer to, any person in the United States. If
a nominee or custodian takes up Entitlements for the account or
benefit of a person in the United States, such person may receive no
value for any such Entitlements.
Gentrack is not required to determine whether or not any registered
holder is acting as a nominee or custodian, or the identity or residence
of any beneficial owners of Shares. Where any holder is acting as a
nominee for a foreign person, that holder, in dealing with its
beneficiary, will need to assess whether indirect participation by the
beneficiary in the Retail Entitlement Offer is compatible with applicable
foreign laws. Eligible Retail Shareholders who are nominees, trustees
or custodians are therefore advised to seek independent advice as to
how to proceed.
OVERSEAS SHAREHOLDERS
The Retail Entitlement Offer is open only to Shareholders with a
registered address in New Zealand or Australia at 9.00pm (NZ time) /
7.00pm (Sydney time) on the Record Date, who are not in the United
States or acting for the account or benefit of a person in the United
States, and who are not Eligible Institutional Shareholders or Ineligible
Institutional Shareholders.
The Institutional Entitlement Offer is open only to Shareholders as at
9.00pm (NZ time) / 7.00pm (Sydney time) on the Record Date with an
address in New Zealand, Australia, Canada, Hong Kong, Singapore, or
the United Kingdom and, in each case, who are Institutional Investors
(or nominees of an Institutional Investor).
The Offer is not open to Shareholders in other jurisdictions as
Gentrack considers that it is unreasonable for Gentrack to make the
Offer into those jurisdictions having regard to the number of securities
held by Ineligible Retail Shareholders and Ineligible Institutional
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

GENTRACK GROUP LIMITED OFFER DOCUMENT / 21
Retail Shareholders and Ineligible Institutional Shareholders in those
places. The Joint Lead Managers and their affiliates and related bodies
corporate and each of their directors, officers, partners, employees,
advisers and agents disclaim any liability in respect of any
determination as to eligibility,
to the maximum extent permitted by law.
Shareholders with an address in those jurisdictions will not be issued
Entitlements.
This Offer Document is intended for use only in connection with the
Offer to Eligible Retail Shareholders with a registered address in New
Zealand and Australia and Eligible Institutional Shareholders with an
address in New Zealand, Australia, Canada, Hong Kong, Singapore or
the United Kingdom and 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.
This Offer Document is not to be sent or given to any person outside
New Zealand or Australia in circumstances in which the Offer or
distribution of this Offer Document would be unlawful. 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.
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.
INTERNATIONAL OFFER RESTRICTIONS
This Offer Document does not constitute an offer of Entitlements or
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 Entitlements and New Shares may not be offered or sold, in
any country outside New Zealand or Australia except to the extent
permitted below.
Australia
This Offer is being made to Australian resident Shareholders without a
prospectus in accordance with section 708AA of the Corporations Act
(as modified by ASIC Corporations (Non-Traditional Rights Issue)
Instrument 2016/84 and ASIC Instrument 16-0278). This Offer
Document is not a prospectus, product disclosure statement or any
other form of disclosure document regulated by the Corporations Act
and has not been and will not be lodged with ASIC. Accordingly, this
Offer Document may not contain all information which a prospective
investor may require to make a decision whether to subscribe for New
Shares and it does not contain all of the information which would
otherwise be required by Australian law to be disclosed in a
prospectus. Neither ASIC or ASX takes any responsibility for the
contents of this Offer Document.
Canada (British Columbia, Alberta, Ontario and Quebec provinces)
This Offer Document constitutes an offering of Entitlements and New
Shares only in the Provinces of British Columbia, Alberta, Ontario and
Quebec (the “Provinces”) and to those persons to whom they may be
lawfully distributed in the Provinces, and only by persons permitted to
sell such securities. This Offer Document is not, and under no
circumstances is to be construed as, an advertisement or a public
offering of securities in the Provinces. This Offer Document may only
be distributed in the Provinces to persons that are Eligible Institutional
Shareholders and are both “accredited investors” within the meaning
of NI 45-106 – Prospectus and Registration Exemptions and a
“permitted client” as defined in National Instrument 31-103 –
Registration Requirements, Exemptions and Ongoing Registrant
Obligations.
Any resale of the Entitlements or the New Shares in the Provinces
must be made in accordance with applicable Canadian securities laws
which may require resales to be made in accordance with exemptions
from dealer registration and prospectus requirements.
Securities legislation in certain of the Provinces may provide purchasers
with, in addition to any other rights they may have at law, rights of
rescission or to damages, or both, when an offering memorandum that
is delivered to purchasers contains a misrepresentation. These rights
and remedies must be exercised within prescribed time limits and are
subject to the defences contained in applicable securities legislation.
Prospective purchasers should refer to the applicable provisions of the
securities legislation of their respective Province for the particulars of
these rights or consult with a legal adviser.
Upon receipt of this Offer Document, each investor in Canada hereby
confirms that it has expressly requested that all documents evidencing
or relating in any way to the sale of the New Shares (including for
greater certainty any purchase confirmation or any notice) be drawn
up in the English language only. Par la réception de ce document,
chaque investisseur canadien confirme par les présentes qu’il a
expressément exigé que tous les documents faisant foi ou se
rapportant de quelque manière que ce soit à la vente des valeurs
mobilières décrites aux présentes (incluant, pour plus de certitude,
toute confirmation d’achat ou tout avis) soient rédigés en anglais
seulement.
Hong Kong
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 Entitlements and 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 the SFO).
No advertisement, invitation or document relating to the Entitlements and
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
Entitlements and 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 the SFO). No
person allotted Entitlements or 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 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 contents of this Offer
Document, you should obtain independent professional advice.
The Offer
is being made from outside of Hong Kong.
Malta
This Offer Document is not, and under no circumstances is to be
construed as, an investment advertisement or an offer of securities to the
public (as defined in the Companies Act, Chapter 386 of the laws of
Malta) in Malta. Accordingly, neither this Offer Document nor any other
document relating to the offer has been delivered for approval to the
competent authority in Malta and no prospectus (within the meaning of
Directive 2003/71/EC of the European Parliament and of the Council
dated 4 November 2003, as amended) has been published or is intended
to be published in respect of the Entitlements or the New Shares.
Singapore
This Offer Document and any other materials relating to the Entitlements
and 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 Entitlements and New Shares, may not be issued, circulated
or distributed in any manner whatsoever, nor may the Entitlements and
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) Division 1, Part XIII of the Securities and Futures Act,
Chapter 289
of Singapore (the “SFA”), or as otherwise pursuant to, and
in accordance with the conditions of any other applicable provisions of
the SFA.
This Offer Document has been given to you on the basis that you are both
(i) an existing holder of Gentrack’s shares, as well as (ii) an
“institutional investor” (as defined in the SFA). You agreed to the bound
by the disclaimers, limitations and restrictions described herein. In the
event that you are not an investor falling within any of the categories set
out above, please return
this Offer Document and any other document or
materials in connection with the offer or sale, or invitation for subscription
or purchase, of the Entitlements and the New Shares immediately. This
Offer Document and any other document or materials in connection with
22 / GENTRACK GROUP LIMITED OFFER DOCUMENT
the offer or sale, or invitation for subscription or purchase, of the
Entitlements and the New Shares may not be relied upon by any other
person other than persons to whom the Entitlements and the New Shares
are offered or sold, or for any other purpose. You may not reissue,
distribute, forward or circulate this Offer Document or any part thereof in
any manner whatsoever to any other person in Singapore.
Any offer is not made to you with a view to the Entitlements or 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 Entitlements or New Shares. As such, investors are advised to
consider carefully whether the investment is suitable for them and seek
independent professional advice to acquaint themselves with the SFA
provisions relating to resale restrictions in Singapore and comply
accordingly.
Accordingly, Gentrack has not offered or sold the Entitlements or the New
Shares or caused the Entitlements or the New Shares to be made the
subject of an invitation for subscription or purchase, nor shall it offer or sell
the Entitlements or the New Shares or cause
the Entitlements or the New
Shares to be made the subject of an invitation for subscription or purchase,
nor has it circulated or distributed nor shall it circulate or distribute this
Offer Document or any other document or materials in connection with the
offer or sale, or invitation for subscription or purchase, of Entitlements or
New Shares, whether directly or indirectly, to persons in Singapore other
than pursuant to, and in accordance with the conditions of, applicable
provisions of the SFA.
United Kingdom
Neither 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 Entitlements or the
New Shares.
This Offer Document is strictly private and confidential and is exempt from
the general restriction in section 21 of the FSMA on the communication of
invitations or inducements to engage in investment activity pursuant to the
Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the FPO) on the grounds
that it is being distributed in the United Kingdom to a restricted number of
persons who are: (a) (i) persons having professional experience in matters
relating to investments, i.e. investment professionals within the meaning of
Article 19(5) of the FPO; or (ii) high net worth companies, unincorporated
associations and other bodies within the meaning of Article 49(2)(a) to (d)
of the FPO; and (b) “qualified investors” as defined in Article 2(1)(e) of the
European Prospectus Directive 2003/71/EC; or (c) persons to whom it is
otherwise lawful to distribute it (all such persons together being referred to
as Relevant Persons).
It is not directed at and may not be acted or relied on by anyone other than
a Relevant Person. Persons who do not fall within the definition of “Relevant
Persons” above should not rely on this document, nor take any action upon
it. These securities 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.

GENTRACK GROUP LIMITED OFFER DOCUMENT / 23
NO GUARANTEE
No person named in this Offer Document (nor any other person)
guarantees the New Shares to be issued pursuant to the Offer or
warrants the future performance of Gentrack or any return on any
investment made pursuant to this Offer Document.
UNDERWRITING AGREEMENT
Gentrack has requested that the Underwriters underwrite the Offer
and the Underwriters have agreed to do so. This means that the
Underwriters will subscribe at the Application Price for any New
Shares that are not subscribed for by Shareholders or Institutional
Investors under the Offer in accordance with the terms of the
Underwriting Agreement.
A summary of the principal terms of the Underwriting Agreement are
set out as follows:
•Gentrack may terminate the Underwriting Agreement at any time
with or without cause by written notice to the Underwriters with
immediate effect.
•The Underwriters have the power to appoint sub-underwriters.
•The Underwriters will be paid an underwriting fee of 2.25%
(plus GST if any) of the total gross proceeds to be raised under
the Offer.
•The Underwriters may terminate its obligations under the
Underwriting Agreement on the occurrence of a number of
events, including the following (where the event arises prior to or
by 5.00pm on 1 August 2018):
-Gentrack ceases to be admitted to the official list of NZX or
its Shares are suspended from official quotation on the
NZX Main Board*;
-Approval for quotation for the New Shares on the NZX Main
Board is refused or conditional approval is granted where
such conditions would, in the opinion of an Underwriter,
affect the success of the Offer*;
-an insolvency event in respect of Gentrack or a Gentrack
Group member arises;
-NZX, the Registrar of Companies, the FMA or any other
regulatory body or authority takes any action in relation to
the Offer or Offer Document*;
-a director, the Chief Executive Officer or the Chief Financial
Officer of Gentrack is charged with a crime involving
dishonesty (as defined in section 2(1) of the Crimes Act
1961), is found to be in breach of Part 2 or subpart 2 or
subpart 3 of Part 5 of the FMCA, or is disqualified from
managing a corporation under any applicable law;
-any government agency commences any public
proceedings against Gentrack or any director in their
capacity as a director of Gentrack, or announces that it
intends to take such action;
-a breach of any warranty found in the Underwriting
Agreement, or if any such warranty is found to be incorrect or
untrue or misleading (by omission or otherwise), and is not
remedied in accordance with the Underwriting Agreement;
-there being announced, made, promulgated, or threatened
any statute, regulation, order or enactment, or any direction
or policy of any government agency, statutory or regulatory
authority (including, without limitation, the Registrar of
Companies, or the FMA) or similar body, in any jurisdiction,
or of any Court*;
-a change in the Chief Executive Officer or Chief Financial
Officer occurs or is announced;
-any due diligence investigation of Gentrack or conducted
by, in conjunction with or on behalf of the Underwriters
revealing a matter which a Underwriter was not previously
aware*;
-the Underwriters not receiving certificates required under
the Underwriting Agreement at the times required by the
Underwriting Agreement;
-a material adverse event occurs (as defined in the
Underwriting Agreement)*;
-any information or statement contained in the various offer
materials being false, deceptive or misleading or likely to
mislead or deceive or unsubstantiated (being a statement
for which Gentrack does not have reasonable grounds,
other than a statement that a reasonable person would not
expect to be substantiated) in any material adverse respect;
-the due diligence report or any other information supplied
by or on behalf of Gentrack to the Underwriters in relation
to Gentrack or the Offer being inaccurate, incomplete,
misleading or deceptive (including by omission) in any
material respect;
-the Offer Document, the Investor Presentation or any
aspect of the Offer does not comply in any material respect
with the FMCA, the FMCR, the NZX Listing Rules or any
other applicable law or regulation, subject in each case to
any waivers, ruling or modifications granted in respect of
the Offer;
-there being a change to the form of the final Offer
Document required by NZX, the FMA, the Registrar of
Companies, any other competent authority, or Gentrack*;
-Gentrack becomes required to give or gives a correcting
notice under clause 21 of Schedule 8 of the FMCR*;
-there being a failure by Gentrack or any other member of
the Gentrack Group or any of their respective directors to
comply, and continue to comply, with any provision of its
constitution, the Companies Act, the NZX Listing Rules, the
FMCA, the FMCR or any other statute, regulation or order

24 / GENTRACK GROUP LIMITED OFFER DOCUMENT
required to be complied with by that person (including the
requirements of any relevant foreign jurisdiction)*;
-an outbreak of hostilities not presently existing, or an
escalation of existing hostilities (in all cases whether war
has been declared or not), involving one or more of New
Zealand, Australia, the United Kingdom, North Korea, South
Korea, Japan, China, any member of the European Union or
the United States of America, or the declaration by any of
these countries of a national emergency or war, or a major
act of terrorism is perpetrated on any one of those
countries, or any diplomatic, military, commercial or political
establishment of any of those countries elsewhere in the
world*;
-there having been a decline in the S&P/ASX200 or the
NZX50 Index whereby the index is at a level equivalent to
10% or more below its level as at 5.00pm on the Business
Day prior to the date the Offer is announced, and which
decline is maintained for a period of at least two
consecutive Business Days;
-any adoption by the Reserve Bank of New Zealand of a
policy (not being a change in the Official Cash Rate) in
respect of which there has not been a detailed
announcement prior to the date the Offer is announced*;
-a general moratorium on commercial banking activities in
any of the jurisdictions into which it is intended that the
Offer be offered is declared by the relevant central banking
authority in any of those countries, or there is a material
disruption in commercial banking or security settlement or
clearance services in any of those countries which
continues for more than two Business Days*;
-there occurs any material or fundamental change in national
or international, financial, economic or political conditions
affecting capital markets or financial markets in New
Zealand, Australia, the United States or the United Kingdom*;
-there is an event or occurrence, including any statute, order,
rule, regulation, directive or request (including one
compliance with which is in accordance with the general
practice of persons to whom the directive or request is
addressed) of any government agency after the date of the
Underwriting Agreement which makes it illegal for the
Underwriters to satisfy an obligation under the Underwriting
Agreement, or to market, promote or settle the Offer;
-Gentrack or any of its directors, Chief Executive Officer or
Chief Financial Officer engage in any fraudulent conduct or
activity whether or not in connection with the Offer;
-an order is issued suspending or cancelling the issue or
use of this Offer Document, or preventing Gentrack from
issuing this Offer Document, or the New Shares, by any
regulatory body having jurisdiction in respect of the Offer
(including, without limitation, a stop order received from the
FMA under Part 8 of the FMCA), or any such regulatory
body otherwise commencing an investigation into conduct
or affairs relating to the Offer;
-a breach by Gentrack in the performance of any of its
obligations under the Underwriting Agreement occurs*;
-an event specified in the timetable contained in the
Underwriting Agreement is delayed by two Business Days
or more without the prior written consent of the
Underwriters (such consent not to be unreasonably
withheld or delayed), except where such delay arises as a
result of an act or omission by either or both Underwriters
which constitutes negligence or a breach of the
Underwriting Agreement;
-any certificate given by Gentrack as required by the
Underwriting Agreement is false, misleading, deceptive or
inaccurate;
-distress being levied or a judgment, order or encumbrance
being enforced or becoming enforceable by the giving of
notice, lapse of time or fulfilment of any condition, against
any property of Gentrack or any other member of the
Gentrack Group, for a sum exceeding $5 million;
-Gentrack is or will be prevented from conducting or
completing the Offer by or in accordance with the NZX
Listing Rules, the FMA, any applicable laws or an order of a
court of competent jurisdiction, or otherwise are or will
become unable or unwilling to do any of these things; or
-Gentrack does not deliver, or cause to deliver, the relevant
New Shares to the settlement agents advised by the
Underwriters as required by the Underwriting Agreement.
•Where certain termination events, including those marked above
with an asterisk, occur the Underwriters cannot terminate the
Underwriting Agreement unless, in the reasonable opinion of the
Underwriters that event:
-has or is likely to cause the Underwriters to contravene any
law or regulation applicable in relation to the Offer;
-would, or would be likely to give rise to a material liability to
an Underwriter in connection with the Offer in any capacity
under any law or regulation;
-that event has or is likely to have, or once disclosed will or
is likely to have a material adverse effect on:
›Gentrack Group or its business, operations,
management, assets, liabilities, financial position,
profits, losses, earnings position, shareholder’s equity
or prospects;
›the Offer or the Offer Document;
›the price at which the Gentrack Shares are currently

GENTRACK GROUP LIMITED OFFER DOCUMENT / 25
traded, or New Shares will trade, on the NZX Main
Board;
›the marketing, settlement, success or outcome of the
Offer or any material aspects of it;
›the allotment of and payment for the New Shares to
be issued;
›the ability of Gentrack to issue the New Shares at the
Price;
›acceptance by the Company of valid applications for
the New Shares under the Offer;
›the quotation of the New Shares on the NZX Main
Board;
›the transfer or disposition of the New Shares through
the NZX Main Board, or otherwise; or
›Gentrack’s existing debt facility or its acquisition of
Evolve.
Gentrack provides certain undertakings to the Underwriters, including:
•For a period until 120 days after the settlement of the Retail
Entitlement Offer in New Zealand, Gentrack may not issue or
allot, or agree to issue or allot, any equity securities or other
securities, or grant any options in respect of such securities,
other than pursuant to certain limited exceptions or with the
Underwriters’ consent.
•For a period until 120 days after the settlement of the Retail
Entitlement Offer in New Zealand, Gentrack may not dispose of
or charge, or agree to dispose of or charge, the whole or any
substantial part of its business or enter into any material
acquisition, or material agreement in relation to a new business
not conducted by Gentrack, other than pursuant to certain limited
exceptions or with the Underwriters’ consent.
Gentrack has agreed to indemnify the Underwriters and their affiliates
against certain losses related to the Offer.
Warranties given by Gentrack in the Underwriting Agreement include
warranties relating to the content and accuracy of the Offer Document,
compliance by Gentrack 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.
KEY SHAREHOLDER COMMITMENT
Gentrack’s largest shareholder, Hg, has advised Gentrack that it
intends to take up its Entitlements under the Offer in full. Additionally,
Gentrack Chair, John Clifford, intends to subscribe for NZ$2.5 million
worth of new shares under the Offer.
BROKER STAMPING FEES
No investor will pay brokerage on taking up their Entitlement or as a
subscriber for New Shares under the Offer. However, a controlling
participant in Australia may charge a fee to action acceptance of your
Entitlement.
A stamping fee of 0.5% of Application Monies on New Shares allotted
will be paid to NZX Firms who submit a valid claim for a broker
stamping fee on successful Applications, subject to a fee limit of
NZ$300.00 per Shareholder. The aggregate fee payable on all
successful Applications will be limited to NZ$50,000.00. If total
stamping fees payable exceeds NZ$50,000.00, the stamping fee
payable per successful Application will be scaled back on a pro-rata
basis. This fee will be met by Gentrack. Details of the claims process
are to be separately communicated to NZX Firms by the Joint Lead
Managers. No stamping fees will be paid on any Retail Premium or
Institutional Premium achieved or to ASX brokers on successful
applications on ASX.
Following allotment, the sale of the New Shares may be subject to
normal brokerage fees.
PRIVACY
Any personal information provided by Eligible Shareholders on the
Entitlement and Acceptance Forms or via the online application
process will be held by Gentrack and/or the Registrar at the addresses
set out in the Directory. Gentrack 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 Gentrack. 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 1993 and the
Australian Privacy Act 1988 (Cth), you have the right to access and
correct any personal information held about you.
GOVERNING LAW
This Offer Document, the 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.
TIMES, 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.

26 / GENTRACK GROUP LIMITED OFFER DOCUMENT
6. OTHER INFORMATION
NZX WAIVERS
NZX has granted Gentrack a waiver from NZX Listing Rule 7.11.1 in
respect of the Offer, subject to certain terms and conditions, to enable
Gentrack to allot the New Shares under the Institutional Entitlement
Offer six Business Days after the close of the Institutional Entitlement
Offer. The waiver was granted on the condition that allotment of the
New Shares to be issued under the Institutional Entitlement Offer
occurs six Business Days after the closing date of the Institutional
Entitlement Offer.
Gentrack will also rely on the NZX class waiver for accelerated
entitlement offers, dated 13 June 2017, in respect of the Offer.
The following is a summary of each aspect of the class waiver relied
on, and its corresponding conditions and effect:
a.Waiver from NZX Listing Rule 7.3.1(a), permitting Gentrack to not
obtain Shareholder approval for the issue of New Shares in
connection with the Offer. This waiver is subject to the condition
that the issue be conducted in accordance with NZX Listing Rule
7.3.4(a) (read in conjunction with NZX Listing Rules 7.3.4(d) to
7.3.4(h)), except for the requirement in NZX Listing Rule 7.3.4(a)
that the Offer is renounceable (provided that New Shares not
taken up by Eligible Shareholders are offered under the
Bookbuilds and that such Bookbuilds are undertaken in
accordance with the Offer Document).
b.Waiver from NZX Listing Rule 7.10.1, enabling Eligible Institutional
Shareholders to be notified of their Entitlement prior to the
Record Date and enabling notification to occur by means other
than physical letters of entitlement.
c.Waiver from NZX Listing Rule 7.10.2, to the extent it would
otherwise require the Institutional Entitlement Offer to remain
open for 12 Business Days, subject to the condition that
Gentrack’s announcement of the Offer, and this Offer Document,
clearly state that a shorter than usual offer period will apply to
Eligible Institutional Shareholders under the Institutional
Entitlement Offer.
d.Waiver from NZX Listing Rule 7.10.8, to the extent it would
otherwise require Gentrack to notify NZX of the Offer five
Business Days prior to the ex-date for the Offer, subject to the
condition that the Offer is notified to NZX in accordance with
NZX Listing Rule 7.10.8 no later than the ex-date for the Offer.
e.Waiver from NZX Listing Rule 9.2.1, to the extent it would
otherwise require Gentrack to obtain Shareholder approval for
the participation of Related Parties of Gentrack in the Offer. This
waiver is conditional upon the Independent Directors certifying
specified matters in relation to the terms of the Offer and the
entry into and allocation of shares under the Offer.
ASIC RELIEF
Gentrack has applied for, and ASIC has granted, a modification of the
cleansing notice requirements of sections 708A and 708AA of the
Corporations Act. The relief allows Gentrack to satisfy the cleansing
notice requirements of sections 708A and 708AA by complying with
the cleansing notice requirements under New Zealand law.

GENTRACK GROUP LIMITED OFFER DOCUMENT / 27
7. GLOSSARY
Ap
plicant means an investor whose application for New Shares has
been received by the Registrar.
Application means an application to subscribe for New Shares under
this Offer Document.
Application Monies means monies received from Applicants in
respect of their Applications.
Application Price means NZ$6.19 per New Share (or the A$ Price)
per New Share.
ASIC means the Australian Securities and Investments Commission.
ASX means ASX Limited or the market it operates (as the context
requires).
ASX Broker
means any ASX participating organisation.
ASX Listing Rules means the listing rules of the ASX as they apply to
Gentrack as a foreign exempt listed issuer, as amended or waived
from time to time and for so long as Gentrack is admitted to the official
list of such exchange.
Australian Tax Act means the Income Tax Assessment Act 1936
(Cth) and Income T
ax Assessment Act 1997 (Cth) as applicable.
Authorised Financial Advisor means a financial advisor who is
registered on the New Zealand Financial Service Providers Register.
A$ Price means the Australian dollar equivalent of the Application
Price (as expressed in New Zealand Dollars), calculated in accordance
with the terms of this Offer Document.
Board means the board of directors of Gentrack.
Bookbuilds means the Institutional Bookbuild and Retail Bookbuild.
Business Day means a time between 8.30am and 5.30pm (NZ time)
on a day on which registered banks are open for business in Auckland
and Wellington and NZX is open for trading.
Canada for the purposes of the definition of Institutional Investor and
for the Institutional Entitlement Offer and Institutional Bookbuild means
the provinces of British Columbia, Alberta, Ontario and Quebec only.
Companies Act means the Companies Act 1993.
Corporations Act means the Australian Corporations Act 2001 (Cth).
Eligible Australian Retail Shareholder means an Eligible Retail
Shareholder with a registered address in Australia as at 9.00pm (NZ
time) / 7.00pm (Sydney time) on the Record Date.
Eligible Institutional Shareholder
means a Shareholder who, as at
9.00pm (NZ time) on the Record Date:
a.has an address in New Zealand, Australia, Canada, Hong Kong,
Singapore or the United Kingdom and is not in the United States
and not acting for the account of or benefit of a person in the
United States;
b.is an Institutional Investor (or the nominee of an Institutional
Investor); and
c.is invited to participate in the Institutional Entitlement Offer,
provided that it does not include any Shareholder who Gentrack and
the Joint Lead Managers agree will be an Ineligible Institutional
Shareholder for the purposes of the Offer.
Eligible Retail Shareholder means a Shareholder: (a) with a
registered address in New Zealand or Australia as at 9.00pm (NZ
time) / 7.00pm (Sydney time) on the Record Date; (b) who is a UK
Employee; or (c) that Gentrack considers, in its discretion, may be
treated as an Eligible Retail Shareholder, in any case who is not in the
United States or not acting for the account or benefit of a person in
the United States and is not an Eligible Institutional Shareholder or
Ineligible Institutional Shareholder.
Eligible Shareholder means an Eligible Retail Shareholder or
Eligible
Institutional Shareholder.
Entitlement means the right to subscribe for 1 New Share for every
5.77 Existing Shares at the Application Price under the Offer.
Entitlement and Acceptance Form means the personalised
entitlement and acceptance form provided to Eligible Retail
Shareholders.
Evolve means Evolve Parent Limited and Evolve Analytics Limited.
Existing Share means a fully paid ordinary share in Gentrack on
issue at 9.00pm (NZ time) / 7.00pm (Sydney time) on the Record
Date.
FMA means the Financial Markets Authority.
FMCA
means the Financial Markets Conduct Act 2013.
FMCR means the Financial Markets Conduct Regulations 2014.
Gentrack Group or Group means Gentrack and each of its Related
Companies, and a reference to a Gentrack Group Member or a
member of the Gentrack Group is to Gentrack or any of its Related
Companies.
Hg
means Devaron (NZ) Limited, a holding entity for the limited
partnerships comprising Hg 7.
Ineligible Institutional Shareholder
means a Shareholder (or a
beneficial holder of shares) that is an Institutional Investor (or who, if
in New Zealand, would in the opinion of the Joint Lead Managers, be
likely to be an Institutional Investor) who:
a.is outside the jurisdictions noted in the definition of ‘Institutional
Investor’;
b.is in the United States; or
c.the Joint Lead Managers and Gentrack agree will be an Ineligible
Institutional Shareholder for the purposes of the Offer, provided
such a Shareholder has an address outside of Australia or New
Zealand.

28 / GENTRACK GROUP LIMITED OFFER DOCUMENT
In exercising its discretion, the Underwriters and Gentrack (as the
case may be) may have regard to a number of matters, including legal
and regulatory requirements and logistical and registry constraints.
Ineligible Retail Shareholder means a Shareholder who is not an
Eligible Retail Shareholder, Eligible Institutional Shareholder or
Ineligible Institutional Shareholder.
Ineligible Shareholders means Shareholders other than Eligible
Shareholders.
Institutional Bookbuild means the bookbuild process conducted by
the Joint Lead Managers under which Entitlements that are not taken
up by Eligible Institutional Shareholders, together with Entitlements
which would have been issued to Ineligible Institutional Shareholders
had they been entitled to participate, are offered for sale to Institutional
Investors (which may include Eligible Institutional Shareholders,
whether or not they take up their full Entitlement under the Offer).
Institutional Entitlement Offer means the offer of New Shares to
Eligible Institutional Shareholders.
Institutional Investor means a person to whom the Underwriters, in
its opinion, believes that offers, and issues of New Shares, may
lawfully be made without the need for disclosure to investors:
a.in New Zealand, who Gentrack considers is an institutional,
habitual, or sophisticated investor (including a “wholesale
investor” under the FMCA);
b.in Australia, who Gentrack considers is a person to whom an
offer of shares for issue may be lawfully made without disclosure
under Part 6D.2 of the Corporations Act because of subsections
708(8) to 708(12) of the Corporations Act (as modified by any
applicable regulatory instrument);
c.in Canada, who Gentrack considers is an “accredited investor” as
defined in National Instrument 45-106 – Prospectus and
Registration Exemptions of the Canadian Securities
Administrators and a “permitted client” as defined in National
Instrument 31-103 Registration Requirements, Exemptions and
Ongoing Requirement Obligations;
d.in Hong Kong, who Gentrack considers is a “professional
investor” as defined in the Securities and Futures Ordinance
Chapter 571 of the Laws of Hong Kong and any rules made
under that ordinance;
e.in Singapore, who Gentrack considers is an “institutional
investor” as such terms are defined in the Securities and Futures
Act, Chapter 289 of Singapore;
f.in the United Kingdom, who Gentrack considers is (a) a “qualified
investor” within the meaning of section 86(7) of the United
Kingdom Financial Services and Markets Act 2000, as amended;
and (b)(i) person having professional experience in matters
relating to investments, i.e. investment professionals within the
meaning of Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005; or (ii) high net
worth company, unincorporated association and other body
within the meaning of Article 49(2)(a) to (d) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order
2005; or
g.any other person to whom the Joint Lead Managers, in their
opinion, believe that offers, and issues of Offer Shares, may
lawfully be made without the need for disclosure to investors, or
lodgement, registration, approval or filing with a Government
Agency (other than one with which Gentrack is willing to comply),
and, in each case, that is not acting for the account or benefit of a
person in the United States.
Institutional Premium means the amount realised in New Zealand
Dollars (if any) to purchase Entitlements offered for sale in the
Institutional Bookbuild.
Institutional Settlement Date means the date of settlement of New
Shares under the Institutional Entitlement Offer and Institutional
Bookbuild, being 12 July 2018 on the ASX and 13 July 2018 on the
NZX Main Board.
Investor Presentation means the investor presentation released to
NZX on Wednesday 4 July 2018, a copy of which is available on NZX’s
website (www.nzx.com/markets/NZSX/securities/GTK) and on
Gentrack’s website www.gentrack.com.
Joint Lead Managers means Deutsche Craigs Limited, Craigs
Investment Partners Limited and UBS New Zealand Limited.
New Share means a fully paid ordinary share in Gentrack offered
under the Offer of the same class as (and ranking equally in all
respects with) Existing Shares at the time of allotment of the New
Shares.
New Zealand Eligible Retail Shareholders means a Shareholder
with a registered address in New Zealand as at 9.00pm (NZ time) /
7.00pm (Sydney time) on the Record Date.
NZ$ or $ or New Zealand Dollars means the lawful currency of New
Zealand.
NZX means NZX Limited.
NZX Firm means an entity designated as an NZX Firm under the
Participant Rules of NZX.
NZX Listing Rules means the listing rules of the NZX Main Board, as
amended or waived from time to time and for so long as Gentrack is
admitted to the official list of such exchange.
NZX Main Board means the main board equity securities market
operated by NZX.
Offer means the offer of New Shares pursuant to the Institutional
Entitlement Offer, Institutional Bookbuild, Retail Entitlement Offer and
Retail Bookbuild.
Offer Document means this document.

GENTRACK GROUP LIMITED OFFER DOCUMENT / 29
Premium means the Institutional Premium and/or the Retail Premium.
For the avoidance of doubt, the Premium does not include the
Application Price payable to Gentrack by Institutional Investors who
acquire Entitlements under the Bookbuilds.
Record Date means 9.00pm (NZ time) / 7.00pm (Sydney time) on
Friday 6 July 2018.
Registrar means Link Market Services Limited.
Related Company has the meaning given to that expression in section
2(3) of the Companies Act read as if reference to a “company” was a
reference to any body corporate wherever incorporated.
Retail Allotment Date means 2 August 2018.
Retail Bookbuild means the bookbuild process conducted by the Joint
Lead Managers under which Entitlements that are not taken up by
Eligible Retail Shareholders, together with Entitlements which would
have been issued to Ineligible Retail Shareholders had they been
entitled to participate, are offered for sale to Institutional Investors
(which may include Eligible Institutional Shareholders whether or not
they take up their full Entitlement under the Offer).
Retail Entitlement Offer means the offer of New Shares to Eligible
Retail Shareholders.
Retail Premium means the amount realised in New Zealand Dollars
(if any) for Entitlements sold in the Retail Bookbuild.
Share means one fully paid ordinary share in Gentrack.
Shareholder means a registered holder of Shares on issue.
UK Employees means a Shareholder who, at 9.00pm (NZ time) /
7.00pm (Sydney time) on the Record Date, has a registered address in
the United Kingdom and is an employee of a member of the Gentrack
Group.
Underwriters means Deutsche Craigs Limited
2
, Craigs Investment
Partners and UBS New Zealand Limited.
Underwriting Agreement means the agreement entered into
between Gentrack and the Underwriters, a summary of the principal
terms of which are set out in Part 5: Details of the Offer under the
heading ‘Underwriting Agreement’.
United States or U.S. means the United States of America.
U.S. Securities Act means the U.S. Securities Act of 1933, as
amended.
2
Deutsche Craigs Limited is a wholly owned subsidiary of Craigs Investment Partners Limited (CIP). The role of the Underwriter may be
performed by Deutsche Craigs Limited or CIP (as the NZX Participant firm) or any of their affiliates, successors and assigns, as appropriate, and
those entities shall have the rights and benefits of the Joint Lead Managers or the Underwriters.

30 / GENTRACK GROUP LIMITED OFFER DOCUMENT
8. DIRECTORY
ISSUER
Gentrack Group Limited
Gentrack Group Limited
17 Hargreaves Street
St Marys Bay
Auckland 1011
New Zealand
DIRECTORS OF GENTRACK GROUP LIMITED
John Clifford, Chairman
Andy Coupe, Director
James Docking, Director
Nick Luckock, Director
Graham Shaw, Director
Leigh Warren, Director
REGISTRAR
Link Market Services Limited
Level 11
Deloitte Centre
80 Queen Street
Auckland 1010
New Zealand
Or
PO Box 91976
Auckland 1142
New Zealand
Telephone: +64 9 375 5998 or +61 1300 554 474 (Australia)
Facsimile: +64 9 375 5990 or +61 2 9287 0303 (Australia)
Website: http://www.linkmarketservices.co.nz
JOINT LEAD MANAGERS AND UNDERWRITERS
Deutsche Craigs Limited
Level 36
Vero Centre
48 Shortland Street
Auckland 1010
New Zealand
UBS New Zealand Limited
Level 17 Pwc Tower
188 Quay Street
Auckland 1010
New Zealand
LEGAL ADVISER
Bell Gully
Level 21
Vero Centre
48 Shortland Street
Auckland 1010
New Zealand
Or
PO Box 4199
Auckland 1140
New Zealand

THIS PAGE IS INTENTIONALLY LEFT BLANK.

www.gentrack.com

---

APPENDIX 7 – NZSX Listing Rules
Number of pages including this one
(Please provide any other relevant
NZSX Listing Rule 7.12.2. For rights, NZSX Listing Rules 7.10.9 and 7.10.10. details on additional pages)
For change to allotment, NZSX Listing Rule 7.12.1, a separate advice is required.
Full name
of Issuer
Name of officer authorised to
Authority for event,
make this notice
e.g. Directors' resolution
Contact phone
Contact fax
numbernumberDate
Nature of event
BonusIf ticked,Rights Issue
Tick as appropriateIssuestate whether:Taxable/ Non TaxableConversionInterestRenouncable
Rights IssueCapitalCallDividend
If ticked, stateFull
non-renouncable
x
change
whether:
InterimYearSpecialDRP Applies
EXISTING securities affected by this
If more than one security is affected by the event, use a separate form.
Description of theISIN
class of securities
If unknown, contact NZX
Details of securities issued pursuant to this eventIf more than one class of security is to be issued, use a separate form for each class.
Description of theISIN
class of securities
If unknown, contact NZX
Number of Securities toMinimum
Ratio, e.g
be issued following eventEntitlement
1 for 2 for
Conversion, Maturity, Call
Treatment of Fractions
Payable or Exercise Date
Tick if
provide an
pari passu
ORexplanation
Strike price per security for any issue in lieu or date
of the
Strike Price available.
ranking
Monies Associated with Event
Dividend payable, Call payable, Exercise price, Conversion price, Redemption price, Application money.
Source of
Amount per securityPayment
(does not include any excluded income)
Excluded income per security
(only applicable to listed PIEs)
SupplementaryAmount per security
Currencydividendin dollars and cents
details -
NZSX Listing Rule 7.12.7
Total monies
TaxationAmount per Security in Dollars and cents to six decimal places
In the case of a taxable bonusResident
Imputation Credits
issue state strike priceWithholding Tax(Give details)
Foreign
FDP Credits
Withholding Tax(Give details)
Timing
(Refer Appendix 8 in the NZSX Listing Rules)
Record Date 5pmApplication Date
For calculation of entitlements -Also, Call Payable, Dividend /
Interest Payable, Exercise Date,
Conversion Date.
Notice DateAllotment Date
Entitlement letters, call notices,For the issue of new securities.
conversion notices mailedMust be within 5 business days
of application closing date.
OFFICE USE ONLY
Ex Date:
Commence Quoting Rights:Security Code:
Cease Quoting Rights 5pm:
Commence Quoting New Securities:Security Code:
Cease Quoting Old Security 5pm:
EMAIL: announce@nzx.com
Notice of event affecting securities
1
Gentrack Group Limited
Jon Kershaw - Company SecretaryDirectors' Resolution
+64 9 966 609004072018
NZGTKE0002S9
Ordinary SharesNZGTKE0002S9
In dollars and cents
N/A
$6.190
Up to 14,553,208 (subject to rounding)1[ ]
Ordinary Shares
N/ARounded up to nearest new share
Enter N/A if not
applicable
X
N/A
NZDN/A
Approximately $90 million
Date Payable
N/A
N/AN/AN/A
N/AN/A
6 July 2018 (9.00pm NZ time)
Institutional 5 July 2018; Retail 26 July 2018
10-Jul-18
Institutional 13 July 2018; Retail 2 August 2018

---

Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B

New issue announcement,
application for quotation of additional securities
and agreement

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.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12,
04/03/13


Name of entity
Gentrack Group Limited (Gentrack)

ABN
169 195 751

We (the entity) give ASX the following information.


Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).

1
+
Class of
+
securities issued or to
be issued

Fully paid ordinary shares (New Shares)


2 Number of
+
securities issued or
to be issued (if known) or
maximum number which may
be issued

Up to approximately 14,553,208 New Shares
to be issued under a fully underwritten 1 for
5.77 accelerated pro rata entitlement offer as
announced to ASX on the date of this
Appendix 3B (Entitlement Offer). The
Entitlement Offer consists of an institutional
component (Institutional Entitlement
Offer) and a retail component (Retail
Entitlement Offer) together with an
Institutional Bookbuild and a Retail
Bookbuild.

The final number of New Shares issued and
the split of those New Shares between the
Institutional Entitlement Offer and the Retail
Entitlement Offer is still to be finalised and is
subject to the reconciliation of shareholder
entitlements and the effects of rounding.

+ See chapter 19 for defined terms.

Appendix 3B Page 2 04/03/2013
3 Principal terms of the
+
securities
(e.g. if options, exercise price
and expiry date; if partly paid
+
securities, the amount
outstanding and due dates for
payment; if
+
convertible
securities, the conversion price
and dates for conversion)
The New Shares will be issued on the same
terms as existing fully paid ordinary shares in
Gentrack (Existing Shares).


4 Do the
+
securities rank equally
in all respects from the
+
issue
date with an existing
+
class of
quoted
+
securities?

If the additional
+
securities do
not rank equally, please state:
• the date from which they do
• the extent to which they
participate for the next
dividend, (in the case of a
trust, distribution) or
interest payment
• the extent to which they do
not rank equally, other than
in relation to the next
dividend, distribution or
interest payment
Yes. The New Shares will rank equally in all
respects with the Existing Shares from the
date of issue of the New Shares.


5 Issue price or consideration

NZ$6.19 (or the A$ Price) per New Share.

The A$ Price will be the Australian dollar
equivalent of NZ$6.19 determined using the
RBNZ AUD/NZD exchange rate on 6 July 2018
at 3.00pm (NZ time) / 1.00pm (Sydney Time).
The A$ Price will be announced to ASX on 9
July 2018.


6 Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly
identify those assets)






Proceeds raised through the Entitlement
Offer will be used to pay down bank debt,
leaving undrawn debt facilities of
approximately NZ$50 million, which will
provide Gentrack funding capacity to support
future acquisition and growth opportunities.

6a Is the entity an
+
eligible entity
that has obtained security
holder approval under rule 7.1A?

If Yes, complete sections 6b – 6h
in relation to the
+
securities the
subject of this Appendix 3B, and
comply with section 6i
N/A


6b The date the security holder
resolution under rule 7.1A was
passed
N/A


6c Number of
+
securities issued
without security holder approval
under rule 7.1
N/A


6d Number of
+
securities issued
with security holder approval
under rule 7.1A
N/A


6e Number of
+
securities issued
with security holder approval
under rule 7.3, or another
specific security holder approval
(specify date of meeting)

N/A


6f Number of
+
securities issued
under an exception in rule 7.2
N/A


6g If
+
securities issued under rule
7.1A, was issue price at least 75%
of 15 day VWAP as calculated
under rule 7.1A.3? Include the
+
issue date and both values.
Include the source of the VWAP
calculation.
N/A


6h If
+
securities were issued under
rule 7.1A for non-cash
consideration, state date on
which valuation of
consideration was released to
ASX Market Announcements
N/A


6i Calculate the entity’s remaining
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1
and release to ASX Market
Announcements
N/A

+ See chapter 19 for defined terms.

Appendix 3B Page 4 04/03/2013
7
+
Issue dates
Note: The issue date may be prescribed by
ASX (refer to the definition of issue date in
rule 19.12). For example, the issue date for a
pro rata entitlement issue must comply with
the applicable timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
New Shares under the Institutional
Entitlement Offer and Institutional
Bookbuild – 13 July 2018

New Shares under the Retail Entitlement
Offer and Retail Bookbuild – 2 August 2018





Number
+
Class
8 Number and
+
class of all
+
securities quoted on ASX
(including the
+
securities in
section 2 if applicable)



After completion of
the Entitlement
Offer there will be
approximately
98,525,216 fully paid
ordinary shares on
issue (based on the
number of Existing
Shares and the
number of New
Shares to be issued
under the
Entitlement Offer),
subject to rounding
as noted above.
Fully paid ordinary
shares


Number
+
Class
9 Number and
+
class of all
+
securities not quoted on ASX
(including the
+
securities in
section 2 if applicable)



N/A N/A


10 Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
No change. The dividend policy will apply
to the New Shares in the same way that any
dividend policy currently applies to Existing
Shares.

Part 2 - Pro rata issue

11 Is security holder approval
required?

No.


12 Is the issue renounceable or non-
renounceable?
Non-renounceable (the issue is an
accelerated pro-rata entitlement offer with
dual bookbuilds). Entitlements which are
not taken up by an eligible shareholder or
which would have been issued to ineligible
shareholders had they been entitled to
participate in the Entitlement Offer, will be
offered for sale to institutional investors
through the Institutional Bookbuild and
Retail Bookbuild.


13 Ratio in which the
+
securities
will be offered
1 New Share for every 5.77 Existing Shares
held on the record date for the Entitlement
Offer.


14
+
Class of
+
securities to which the
offer relates
Fully paid ordinary shares.


15
+
Record date to determine
entitlements
9.00pm (NZ time) / 7.00pm (Sydney time)
on 6 July 2018.


16 Will holdings on different
registers (or subregisters) be
aggregated for calculating
entitlements?
No.


17 Policy for deciding entitlements
in relation to fractions

Where fractions arise in the calculation of
entitlements, they will be rounded up to
the nearest whole number of New Shares.


18 Names of countries in which the
entity has security holders who
will not be sent new offer
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
Institutional Entitlement Offer – All
countries except New Zealand, Australia,
Canada, Hong Kong, Singapore and the
United Kingdom

Retail Entitlement Offer – All countries
except New Zealand, Australia, Malta and,
in the case of United Kingdom employees,
the United Kingdom

+ See chapter 19 for defined terms.

Appendix 3B Page 6 04/03/2013
19 Closing date for receipt of
acceptances or renunciations
The Institutional Entitlement Offer closes
at 4.00pm (NZ time) / 2.00pm (Sydney
time) on 5 July 2018

The Institutional Bookbuild closes at
11.00am (NZ time) / 9.00am (Sydney time)
on 6 July 2018.

The Retail Entitlement Offer closes at
7.00pm (NZ time) / 5.00pm (Sydney time)
on 26 July 2018

The close time for the Retail Bookbuild on
30 July 2018 will be set closer to the time.








20 Names of any underwriters


Deutsche Craigs Limited and Craigs
Investment Partners Limited and UBS New
Zealand Limited. The underwriters are also
the Joint Lead Managers to the Entitlement
Offer.


21 Amount of any underwriting fee
or commission
An underwriting fee of 2.25% (plus GST, if
any) of the total gross proceeds to be raised
under the Entitlement Offer.


22 Names of any brokers to the
issue


N/A


23 Fee or commission payable to the
broker to the issue
N/A

24 Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of security holders
A stamping fee of 0.5% of application
monies on New Shares allotted will be paid
to NZX firms who submit a valid claim for a
broker stamping fee on successful
applications, subject to a fee limit of
NZ$300.00 per shareholder. The aggregate
fee payable on all successful applications
will be limited to NZ$50,000.00. If total
stamping fees payable exceeds
NZ$50,000.00, the stamping fee payable
per successful application will be scaled
back on a pro rata basis. This fee will be
met by Gentrack. Details of the claims
process are to be separately communicated
to NZX firms by the Joint Lead Managers.
No stamping fees will be paid on any retail
premium or institutional premium
achieved or to ASX brokers on successful
applications on ASX.


25 If the issue is contingent on
security holders’ approval, the
date of the meeting
N/A


26 Date entitlement and acceptance
form and offer documents will be
sent to persons entitled
The offer document and accompanying
entitlement and acceptance form will be
sent to eligible retail shareholders on or
about 10 July 2018


27 If the entity has issued options,
and the terms entitle option
holders to participate on
exercise, the date on which
notices will be sent to option
holders
N/A



28 Date rights trading will begin (if
applicable)
N/A


29 Date rights trading will end (if
applicable)


N/A


30 How do security holders sell
their entitlements in full through
a broker?
N/A


31 How do security holders sell part
of their entitlements through a
broker and accept for the
N/A

+ See chapter 19 for defined terms.

Appendix 3B Page 8 04/03/2013
balance?


32 How do security holders dispose
of their entitlements (except by
sale through a broker)?
Entitlements which are not taken up by an
eligible shareholder or which would have
been issued to ineligible shareholders had
they been entitled to participate, will be
offered for sale to institutional investors
through an Institutional Bookbuild and a
Retail Bookbuild.

Any premium realised for those
entitlements in the bookbuilds will be paid
(net of any applicable withholding tax) on a
pro rata basis to those shareholders who do
not take up all of their entitlements or who
are ineligible to do so by virtue of being an
ineligible shareholder.

There will be a bookbuild for the
Institutional Entitlement Offer (with any
institutional premium realised for the
entitlements in the institutional bookbuild
shared by eligible institutional
shareholders who do not take up all of their
entitlements and ineligible institutional
shareholders) and a separate bookbuild for
the Retail Entitlement Offer (with any
retail premium realised for the
entitlements in the Retail Bookbuild shared
by eligible retail shareholders who do not
take up all of their entitlements and
ineligible retail shareholders).
There is no guarantee that there will be any
premium realised for the entitlements
offered for sale in the bookbuilds, and the
premium realised (if any) in one bookbuild
may be different from the premium
realised (if any) in the other bookbuild.


33
+
Issue date


New Shares under the Institutional
Entitlement Offer and Institutional
Bookbuild – 13 July 2018

New Shares under the Retail Entitlement
Offer and Retail Bookbuild – 3 August 2018

Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities

34 Type of
+
securities
(tick one)

(a)

+
Securities described in Part 1


(b)

All other
+
securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid,
employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible
securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities


Tick to indicate you are providing the information or
documents


35

If the
+
securities are
+
equity securities, the names of the 20 largest holders of the
additional
+
securities, and the number and percentage of additional
+
securities
held by those holders


36

If the
+
securities are
+
equity securities, a distribution schedule of the additional
+
securities setting out the number of holders in the categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over


37

A copy of any trust deed for the additional
+
securities

+ See chapter 19 for defined terms.

Appendix 3B Page 10 04/03/2013

Entities that have ticked box 34(b)

38 Number of
+
securities for which
+
quotation is sought





39
+
Class of
+
securities for which
quotation is sought




40 Do the
+
securities rank equally in
all respects from the
+
issue date
with an existing
+
class of quoted
+
securities?

If the additional
+
securities do not
rank equally, please state:
• the date from which they do
• the extent to which they
participate for the next
dividend, (in the case of a
trust, distribution) or interest
payment
• the extent to which they do
not rank equally, other than in
relation to the next dividend,
distribution or interest
payment



41 Reason for request for quotation
now
Example: In the case of restricted securities, end
of restriction period

(if issued upon conversion of
another
+
security, clearly identify
that other
+
security)





Number
+
Class
42 Number and
+
class of all
+
securities quoted on ASX
(including the
+
securities in clause
38)

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 11


Quotation agreement

1
+
Quotation of our additional
+
securities is in ASX’s absolute discretion. ASX
may quote the
+
securities on any conditions it decides.

2 We warrant the following to ASX.

• The issue of the
+
securities to be quoted complies with the law and is
not for an illegal purpose.

• There is no reason why those
+
securities should not be granted
+
quotation.

• An offer of the
+
securities for sale within 12 months after their issue
will not require disclosure under section 707(3) or section 1012C(6) of
the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be
able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to
any applications received by us in relation to any
+
securities to be
quoted and that no-one has any right to return any
+
securities to be
quoted under sections 737, 738 or 1016F of the Corporations Act at the
time that we request that the
+
securities be quoted.

• If we are a trust, we warrant that no person has the right to return the
+
securities to be quoted under section 1019B of the Corporations Act at
the time that we request that the
+
securities be quoted.

3 We will indemnify ASX to the fullest extent permitted by law in respect of any
claim, action or expense arising from or connected with any breach of the
warranties in this agreement.

4 We give ASX the information and documents required by this form. If any
information or document is not available now, we will give it to ASX before
+
quotation of the
+
securities begins. We acknowledge that ASX is relying on
the information and documents. We warrant that they are (will be) true and
complete.


Sign here: Date: 4 July 2018
(Director/Company secretary)


Print name: .......Jon Kershaw.............................

---

Gentrack Group Ltd | www.gentrack.com | info@gentrack.com| ARBN 169 195 751
4 July 2018

NZX Limited ASX Limited
Level 1, NZX Centre Level 4, North Tower,
11 Cable Street 525 Collins Street
WELLINGTON MELBOURNE

NOTICE PURSUANT TO CLAUSE 20(1)(a) OF SCHEDULE 8 TO THE FINANCIAL MARKETS
CONDUCT REGULATIONS 2014
1. Gentrack Group Limited (Gentrack) has announced that it will undertake a fully
underwritten pro rata 1 for 5.77 accelerated entitlement offer (with any shares not
taken up or attributable to ineligible shareholders being offered to institutional
investors through two bookbuilds to be run by the Joint Lead Managers) of new fully
paid ordinary shares of the same class as already quoted on the NZX Main Board of
NZX Limited (NZX Main Board) and the Australian Securities Exchange operated by ASX
Limited (ASX) (the Offer).
2. Pursuant to clause 20(1)(a) of schedule 8 to the Financial Markets Conduct Regulations
2014 (Regulations), the Financial Markets Conduct Act 2013 (FMCA) and the
Australian Corporations Act 2001 (Cth) (Corporations Act), Gentrack states that:
(a) Gentrack is making the Offer in reliance upon the exclusion in clause 19 of
Schedule 1 to the FMCA and is giving this notice under clause 20(1)(a) of Schedule
8 to the FMC Regulations.
(b) Gentrack is giving this notice under sections 708A and 708AA of the Corporations
Act (as notionally modified by ASIC Corporations (Non-Traditional Rights Issues)
Instrument 2016/84 and ASIC Instrument 16-0278).
(c) As at the date of this notice, Gentrack is in compliance with the continuous
disclosure obligations that apply to it in relation to ordinary shares in Gentrack.
(d) As at the date of this notice, Gentrack is in compliance with its financial reporting
obligations (as defined in subclause 20(5) of schedule 8 to the Regulations).
(e) As at the date of this notice, there is no information that is 'excluded information'
as defined in subclause 20(5) of schedule 8 to the Regulations.
(f) The Offer is not expected to have any material effect or consequence on the
control of Gentrack on the following basis:
(i) if all eligible shareholders take up their pro rata entitlements to new
shares under the Offer, their percentage shareholding in Gentrack will
remain the same and there will be no effect on the control of Gentrack;
(ii) for shareholders who choose not to participate, and the shareholders with
registered addresses outside New Zealand and Australia who are not

2
eligible to participate in the Offer, their percentage shareholdings will be
diluted as a result of the Offer, but it is not expected that the resulting
dilution will have any material effect on the control of Gentrack;
(iii) if no eligible shareholders took up their entitlements under the Offer, the
maximum shortfall would be approximately 17.3% of existing Gentrack
shares (pre-Offer). It is expected that any shortfall would be allocated to a
number of parties through the underwriting arrangements, such that the
allocation should have no material effect on the control of Gentrack; and
(iv) Gentrack has not sought a waiver from NZX Main Board Listing Rule 7.5
(regulating issues of shares which could affect the effective control of
Gentrack), and the Takeovers Code will also prevent any person holding or
controlling 20% of more of the voting securities in Gentrack as a result of
the Offer.

On behalf of
Gentrack Group Limited


Ian Black
Chief Executive Officer