Notification to Ineligible Shareholders

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

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Dear Shareholder(s)

GENTRACK GROUP LIMITED PRO RATA ACCELERATED ENTITLEMENT OFFER –
NOTIFICATION TO INELIGIBLE SHAREHOLDERS
On 4 July 2018, Gentrack Group Limited (Gentrack) announced that it would conduct a fully underwritten pro-
rata accelerated entitlement offer to eligible shareholders to subscribe for 1 new fully paid ordinary share in
Gentrack (New Shares) for every 5.77 existing fully paid ordinary shares in Gentrack (Existing Shares) held
on 6 July 2018 (Record Date) at an offer price of NZ$6.19 per New Share (Offer Price) (Offer), to raise
approximately NZ$90 million (before costs). The Offer is fully underwritten.
The Offer is being conducted in two parts - an offer to certain eligible institutional shareholders
(Institutional Entitlement Offer) and an offer to certain eligible retail shareholders (Retail Entitlement
Offer). The Institutional Entitlement Offer has now been completed. The Retail Entitlement Offer opens on 10
July 2018 and closes on 7.00pm (NZ time) / 5.00pm (Sydney time) on 26 July 2018.
Under the terms of the Offer, you are either an Ineligible Institutional Shareholder (as defined below) or
an Ineligible Retail Shareholder (as defined below) and, accordingly, you are not eligible to subscribe for New
Shares nor will you be sent a copy of the offer document prepared for the Offer and dated 4 July 2018 (Offer
Document).
This letter is to inform you about the Offer and explain why you will not be offered, and you are not able to
subscribe for New Shares under the Offer. This letter is not an offer to issue New Shares to you, nor an
invitation for you to apply for New Shares. You are not required to do anything in response to this
letter. However, you may still receive some benefit from the Offer, as described below.
Who is eligible to participate in the Offer?
The Offer involves an offer to:
1. under the Institutional Entitlement Offer (which has now been completed): Gentrack
shareholders as at 9.00pm (NZ time) / 7.00pm (Sydney time) on the Record Date who:
(a) have an address in New Zealand, Australia, Canada, Hong Kong, Singapore or the
United Kingdom; and
(b) are Institutional Investors (as defined in the Offer Document) (or the nominee of an
Institutional Investor); and
(c) are invited to participate in the Institutional Entitlement Offer,
(Eligible Institutional Shareholders) provided that it does not include any Shareholder who
Gentrack and the Joint Lead Managers agree will be an Ineligible Institutional Shareholder;
and

Gentrack Group Ltd | www.gentrack.com | info@gentrack.com | ARBN 169 195 751
2. under the Retail Entitlement Offer: Gentrack shareholders as at 9.00pm (NZ time) / 7.00pm (Sydney
time) on the Record Date who:
(a) have a registered address in New Zealand or Australia; or
(b) are a UK Employee; or
(c) 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
Retail Shareholders).
Why am I not eligible to participate in the Offer?
Gentrack has determined that it would be unreasonable to make offers to Institutional Shareholders in
countries outside of those named in 1(a) above and to Retail Shareholders in countries outside of New Zealand
and Australia (other than UK Employees or countries where Gentrack has decided to treat a shareholder as an
Eligible Retail Shareholder).
This is due to the relatively small number of Existing Shares held, the number and value of New Shares that
would be offered and the costs of complying with the legal and regulatory requirements which would apply for
participation in this Offer in those other countries.
According to our records, you do not satisfy the criteria for an Eligible Institutional Shareholder or an Eligible
Retail Shareholder. Consequently, you will not be sent the Offer Document or be able to subscribe for New
Shares.
How may I still receive some benefit from the Offer?
Approximately 3.4 million entitlements (being the entitlements not taken up by Eligible Institutional Shareholders
under the Institutional Entitlement Offer and entitlements which would have been offered to institutional
shareholders of Gentrack who were ineligible to participate (Ineligible Institutional Shareholders) if they
had been eligible to participate in the Institutional Entitlement Offer) were offered for sale to selected
institutional investors through a bookbuild process following the completion of the Institutional Entitlement
Offer (Institutional Bookbuild) on 5 and 6 July 2018.
The clearing price under the Institutional Bookbuild was NZ$6.69 per share, representing a premium of
NZ$0.50 over the Offer Price of NZ$6.19 per share. The Offer Price will be paid to Gentrack from the
proceeds as full consideration for the New Shares subscribed pursuant to the entitlements sold in the
Institutional Bookbuild. The premium of NZ$0.50 per entitlement will be paid pro-rata (less any withholding
tax) to Eligible Institutional Shareholders who did not take up their entitlement under the Institutional
Entitlement Offer in full (with respect to the entitlements they did not take up only) and each Ineligible
Institutional Shareholder.
Similarly, the number of entitlements not taken up by Eligible Retail Shareholders under the Retail Entitlement
Offer and the entitlements which would have been offered to retail shareholders of Gentrack who are
ineligible to participate (Ineligible Retail Shareholders) if they had been eligible to participate in the
Retail Entitlement Offer will be offered for sale to selected institutional investors through a bookbuild
process following the Retail Entitlement Offer to be conducted on 30 July 2018 (Retail Bookbuild).
Any premium (the Retail Premium) realised for the entitlements sold in the Retail Bookbuild will be paid by the
Joint Lead Managers to Link Market Service Limited, the Registrar, who will remit that amount pro-rata (net
of any amounts required to be withheld) to Eligible Retail Shareholders who did not take up their
entitlements under the Retail Entitlement Offer in full (with respect to the entitlements they did not take up only)
and each Ineligible Retail Shareholder.

Gentrack Group Ltd | www.gentrack.com | info@gentrack.com | ARBN 169 195 751
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 Retail Premium will be realised from the Retail
Bookbuild. The Retail Premium may be zero, in which case no payment will be made to the holders of the
entitlements sold in the Retail 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 indication as to whether there will be a Retail Premium or what
any Retail Premium may be.
The ability to sell entitlements in the Retail 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.
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 Retail
Premium, 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 Retail Premium
into Australian dollar funds. The Joint Lead Managers and Gentrack reserve the right to allocate entitlements
under the Bookbuilds at their discretion.
While the Offer is not able to be made to you, I thank you for your continued support of Gentrack.
On behalf of
Gentrack Group Limited
Jon Kershaw
Company Secretary

Not for distribution or release in the United States
This letter has been prepared for publication in New Zealand and Australia and may not be released or distributed in the
United States. This letter does not constitute an offer, invitation or recommendation to subscribe for or purchase any
security or financial product and neither this letter nor anything attached to this letter shall form the basis of any contract or
commitment. In particular, this letter does not constitute an offer to sell, or the solicitation of an offer to buy, 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.
No action has been or will be taken to register, qualify or otherwise permit a public offering of the New Shares in any
jurisdiction outside New Zealand and Australia. In particular, the Offer Document is not for distribution in the United
States. The Entitlements and New Shares have not been, and will not be, registered under the U.S. Securities Act of
1933, as amended (U.S. Securities Act) or the securities laws of any state of the United States and may not be
offered or sold in the United States or to, or for the account or benefit of, persons 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.