Notice of Annual Meeting

Gentrack Group Limited
Notice of Annual
Meeting 2019

LETTER FROM THE CHAIRMAN
DEAR SHAREHOLDER
I invite you to the annual shareholder meeting of
Gentrack Group Limited (“Gentrack”) on Tuesday, 26
February 2019 at 4:00pm (NZT) at the offices of Link
Market Services, Level 11, Deloitte Centre, 80 Queen
Street, Auckland, New Zealand.
Gentrack CEO, Ian Black and I will speak about
Gentrack’s performance during the financial year to
30 September 2018 and our plans for 2019, with the
opportunity for shareholders to ask questions.
In the formal part of the meeting, you will be asked:
• To vote to authorise the Board to select the
auditors and to set the remuneration of the
auditors;
• To vote on the election of Fiona Oliver as a
director of Gentrack, Fiona will replace Graham
Shaw who has signalled his intention to provide
his resignation at the meeting; and
• To vote on the re-election of myself as a director of
Gentrack as I retire by rotation at the meeting.
You can read about the respective backgrounds of
Fiona and myself in the in the Meeting Notes
enclosed with this letter. The Board unanimously
supports the election of Fiona as a director and the
re-election of myself as a director.
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If you cannot attend the meeting, I encourage you to
complete the proxy appointment and/or vote online
before 4.00pm (NZT) on Sunday, 24 February 2019.
Alternatively, please complete the Proxy Form and
return it to Link Market Services.
For shareholders attending the meeting, please
bring the enclosed Proxy/Admission Form with you
to help us with your registration on the day.
You are invited to meet the Board and management at
the conclusion of the formalities. I look forward to
seeing you then and thank you for your ongoing
support.
Yours sincerely
John Clifford
Chairman
23 January 2019
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NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
Notice is hereby given that the Annual Meeting of
shareholders of Gentrack Group Limited will be held
at 4.00pm (NZ time) on Tuesday, 26 February 2019 at
the offices of Link Market Services, Level 11, Deloitte
Centre, 80 Queen Street, Auckland, New Zealand.
ITEMS OF BUSINESS
A. Chairman’s introduction
B. Addresses to shareholders
C. Shareholder discussion
D. Resolutions
RESOLUTIONS
To consider, and if thought fit, to pass the following
ordinary resolutions:
1. Appointment of Auditors and Auditor
Remuneration: That the Board is authorised to
appoint KPMG as the company auditors and fix the
auditors’ remuneration.
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2. Election of Fiona Oliver: That Fiona Oliver be
elected as a director of Gentrack Group Limited.
3. Re-election of John Clifford: That John Clifford
be re-elected as a director of Gentrack Group
Limited.
Further information relating to these resolutions is
set out in the Meeting Notes accompanying this
Notice of Meeting. Please read and consider the
resolutions together with the notes.
By order of the Board
John Clifford
Chairman
23 January 2019
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MEETING NOTES
RESOLUTION 1: APPOINTMENT OF AUDITORS
AND AUTHORISATION TO FIX AUDITORS’
REMUNERATION
KPMG is the auditor of Gentrack Group Limited and
has indicated its willingness to continue in office.
The Companies Act 1993 provides that a company’s
auditor is automatically reappointed unless the
shareholders resolve to appoint a replacement
auditor or there is some other reason for the auditor
not to be reappointed.
Section 207S of the Companies Act 1993 further
provides that the auditors’ fees and expenses must
be fixed by the company or in the manner that the
company determines at a shareholders’ meeting. In
this case, shareholders are being asked to resolve
that the directors are authorised to fix the auditors’
remuneration.
RESOLUTIONS 2 AND 3: DIRECTOR ELECTION AND
RE-ELECTION
Fiona Oliver, an experienced Director and Audit
Committee Chair, has been nominated to join the
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Board as a non-executive Director. Fiona will replace
Graham Shaw as director of Gentrack Group Limited
as Graham has signalled has intention to provide his
resignation at the meeting. Fiona will also replace
Graham as Chair of the Audit and Risk Committee
and as a member of the Nomination and
Remuneration Committee.
John Clifford was appointed to the Board in May 2012
as a non-executive director. He retires by rotation
and offers himself for re-election again this year.
You can read the respective backgrounds of Fiona
Oliver and John Clifford in their profiles below. The
Board unanimously supports the election of Fiona
Oliver and the re-election of John Clifford.
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PROFILES
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FIONA OLIVER
Non-Executive Director
Fiona is an experienced
Director and Audit Committee
Chair. Her active board roles
include Director of BNZ Life
Insurance Limited and BNZ
Insurance Services Limited and
Chair of National Wealth Management Holdings
Limited. Fiona is Chair of the audit committees of the
above BNZ companies. She is also the Deputy Chair
of Public Trust and a Director of Tilt Renewables
Limited where she Chairs the Independent Directors
Committee and Audit and Risk Committee and a
member of the Inland Revenue Department’s Risk and
Assurance Committee.
Fiona has executive level operational leadership
experience in asset management, funds management
and private equity, including holding the roles of
Chief Operating Officer of BT Funds Management,
Westpac’s investment arm, and GM Wealth Manage-
ment for AMP NZ. Fiona also managed the Risk and
Operations functions of AMP’s Sydney and then
London based private equity division.
Fiona holds a degree in Arts/Law from the University
of Auckland and is a qualified Solicitor in New
Zealand, NSW and England. Prior to a career in
management, Fiona practiced as a corporate and
commercial lawyer at a senior level in Auckland,
Sydney and London, specialising in corporate
finance/mergers and acquisitions.
Fiona will be classified as an independent director of
Gentrack Group Limited.

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JOHN CLIFFORD
Non-Executive Director
John was appointed Chairman
of Gentrack in 2007. He brings
a wealth of experience in
private equity in the UK, South
East Asia and Australia with 3i
Group and N.M. Rothschild & Sons.
Since 2003 John has been an investing Chairman or
Director of nine private equity controlled businesses.
This includes a role as an Executive Director of
Bayard Capital, which acquired multiple electricity
metering businesses world-wide to form Landis+Gyr
Group, a leader in smart metering.
Currently John is director or Chairman of four other
businesses involved in utility technology and
services. John has a Masters degree in Engineering
and Management.
John is not classified as an independent director
because he has a beneficial interest in 9.7% of
Gentrack’s shares.

IMPORTANT INFORMATION
PROXIES
Any shareholder entitled to attend and vote at the
Annual Meeting can appoint a ‘proxy’ to attend and
vote. If you appoint a proxy, you can either direct your
proxy how to vote or let them decide on the day on
your behalf. If you do not tick a box for a particular
resolution, then your proxy will abstain from voting.
To appoint your proxy online, please visit:
vote.linkmarketservices.com/GTK. New Zealand
Register Holders will require their CSN/Holder
Number and FIN. Australian Register Holders will
require their Holder Number and postcode.
Note: If you have previously registered a Link
Investor Centre Portfolio, log in to your portfolio and
select the ‘voting’ option from the top menu.
Alternatively, please complete and return your Proxy
Form in one of the methods described on the reverse
of the Proxy Form.
The completed Proxy Form must be received by Link
Market Services no later than 4.00pm (NZT) on
Sunday, 24 February 2019. Forms received after
this will not be valid.
ORDINARY RESOLUTION
The meeting is held to pass the ordinary resolutions
set out above. An ordinary resolution is one passed by
a simple majority of votes from shareholders entitled
to vote.
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VOTING
Voting entitlements for the meeting will be
determined as at 5.00pm (NZT) on Sunday,
24 February 2019. Registered shareholders will be
the only people entitled to vote and only the shares
registered in those shareholders’ names may be
voted at the meeting.
VENUE FOR ANNUAL MEETING
Link Market Services, Level 11, Deloitte Centre,
80 Queen Street, Auckland, New Zealand.
Parking can be found in close proximity to the venue
within Auckland’s CBD.
FURTHER QUERIES
If you have any questions, please contact Gentrack
Group Limited’s Company Secretary, Jon Kershaw,
on +64 9 966 6090.
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Gentrack Group Limited
17 Hargreaves Street, St Marys Bay, Auckland 1011
PO Box 3288, Auckland 1140, New Zealand
Ph: +64 9 966 6090
Email: investors@gentrack.com
Web: www.gentrack.com
ARBN 169 195 751

LODGE YOUR PROXY
Online:
vote.linkmarketservices.com/GTK

Scan & email:
meetings@linkmarketservices.com

Fax: +64 9 375 5990
Deliver:
Link Market Services
Level 11, Deloitte Centre,
80 Queen Street, Auckland 1010
New Zealand



Scan this QR code with your smartphone and vote online

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

PROXY FORM/ADMISSION CARD FOR GENTRACK GROUP LIMITED ANNUAL MEETING
Notice is hereby given that the Annual Shareholder Meeting of Gentrack Group Limited will be held at 4.00pm (NZ time) on Tuesday, 26 February 2019
at the offices of Link Market Services, Level 11, Deloitte Centre, 80 Queen Street, Auckland, New Zealand. You can also appoint your proxy and vote on
the resolutions on the reverse of this form online by going to vote.linkmarketservices.com/GTK
or by scanning the QR code above with your
smartphone.

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

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

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

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

Joint Holding
Where the holding is in more than one name, at least one joint shareholder should sign this form (on behalf of all joint shareholders). If different joint
shareholders purport to appoint different proxies, the vote of the proxy appointed by the first named joint shareholder.

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

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

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

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

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

hereby appoint of

or failing him/her of
As my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held at 4.00pm on Tuesday, 26 February 2019 and at
any adjournment of that Meeting.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For the resolution you must tick only one box. If you mark the abstain box for an item, you are directing your proxy not to vote on your
behalf on a show of hands or a poll and your votes will not be counted computing the required majority, for that item. If no box is ticked for an item, your
proxy will abstain from voting.
ORDINARY BUSINESS
To consider and, if thought fit, pass the following ordinary resolutions:

Tick () in box to vote

For Against Abstain Discretion
1. That the Board is authorised to appoint KPMG as the company auditors and fix
the auditors’ remuneration.
   
2. That Fiona Oliver be elected as a director of Gentrack Group Limited.
   
3. That John Clifford be re-elected as a director of Gentrack Group Limited.
   
And to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the meeting (or
any adjournment thereof). Unless otherwise instructed as above, the proxy will vote on each resolution as he/she sees fit, or may abstain from voting. The
proxy is appointed only in respect of the above meeting or any adjournment thereof.

STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Shareholders Meeting will have the opportunity to ask questions during the meeting. If you cannot attend the Annual
Shareholders Meeting but would like to ask a question, you can submit a question online by going to vote.linkmarketservices.com/GTK
and completing
the online validation process or complete the question section below and return to Link Market Services in the envelope enclosed. Questions will need
to be submitted by Friday 22 February 2019. The Board will address and answer questions at the Annual Shareholders Meeting.
Question:



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

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