Notice of Annual Meeting

Gentrack Group Limited
Notice of Annual
Meeting
2021

LETTER FROM THE CHAIR:
Annual Meeting
DEAR SHAREHOLDER,
I invite you to the annual shareholder meeting of Gentrack
Group Limited (“Gentrack”) on Wednesday, 24 February
2021 at 9 am (NZT). The meeting will be held virtually
online. Gentrack has taken the decision to conduct a
virtual only meeting this year given the range of countries
that the board and shareholders are likely to be in and
the on-going risk of COVID-19 related disruption and
the associated health and safety risks of an in-person
meeting.
Gentrack CEO Gary Miles and I will speak about Gentrack’s
performance during the financial year to 30 September
2020 and discuss our plans for 2021, with the opportunity
for shareholders to ask questions.
In the formal part of the meeting, you will be asked to vote
on a number of resolutions covering:
• Gentrack’s auditor and its remuneration;
• an increase to the limit for directors’ remuneration and
a change in how it can be paid;
• issues of equity instruments as part of incentivisation
programs and to increase employee share ownership;
and
• the election and re-election of directors.
I encourage you to attend virtually online or appoint a
proxy to attend virtually online and vote on your behalf.
Proxy appointments must be completed before 9 am (NZT)
on Monday, 22 February 2021. Further details on how to
attend the meeting virtually or appoint a proxy are set out
in this Notice of Meeting.
Thank you for your ongoing support of Gentrack.
Yours sincerely
Andy Green | Chair
27 January 2021
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GENTRACK

NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
Notice is hereby given that the annual meeting of
shareholders of Gentrack Group Limited (“Gentrack”)
will be held virtually at 9 am (NZ time) on Wednesday,
24 February 2021.
Shareholders may attend and participate in the annual
meeting virtually via www.virtualmeeting.co.nz/gtk21.
Instructions on how to attend the meeting are included in
the important information at the end of this notice.
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 Ernst & Young is appointed as auditor of Gentrack
Group Limited and the board is authorised to fix the
auditor’s remuneration.
2 Directors’ remuneration: That, for the purposes of NZX
Listing Rule 2.11, the aggregate maximum remuneration
that may be paid to the directors of Gentrack Group
Limited per annum is increased from NZD $450,000 to
$800,000.
3 Directors’ remuneration: That, for the purposes of NZX
Listing Rule 2.11, any remuneration payable to directors
may, at the board’s discretion, be paid either in whole
or in part through an issue or transfer of equity
securities in Gentrack Group Limited, as described in
this notice of meeting.
4 Election of Gary Miles: That Gary Miles, appointed by
the board as managing director on 1 October 2020, be
elected as a director of Gentrack Group Limited.
5 Issue of performance rights to managing director:
That, for the purposes of NZX Listing Rule 4.2.1,
performance rights be issued to Gary Miles, managing
director on the terms and conditions set out in this
notice of meeting (being 1,248,604 performance rights
relating to 2020 as well as subsequent annual grants
of performance rights in 2021 and 2022).
6 Approve an extension, on a one off basis, by up to
1,500,000 equity securities (each equity security
representing no more than one Gentrack share) of
the 3% limit of equity securities that may be issued
by Gentrack in a twelve month period without further
shareholder approval: That, for the purposes of NZX
Listing Rule 4.2.1, up to 1,500,000 equity securities
(either performance rights or shares) may be issued
by Gentrack Group Limited to satisfy long term
incentive and short term incentive requirements in
relation to FY21 (if directors chose not to pay out any
short term incentive payments in cash) on the terms
and conditions set out in this notice of meeting.
7 Election of Stewart Sherriff: That Stewart Sherriff,
appointed by the board on 5 October 2020, be elected
as a director of Gentrack Group Limited.
8 Election of Andy Green: That Andy Green, appointed
by the board on 2 November 2020, be elected as a
director of Gentrack Group Limited.
9 Re-election of Nick Luckock: That Nick Luckock be re-
elected as a director of Gentrack Group Limited.
Each of these resolutions are to be considered separately
as an ordinary resolution and, to be passed, require
the approval of more than 50% of the votes of those
shareholders entitled to vote and voting on the resolution.
Further information relating to these resolutions is set out
in the meeting notes below. Please read and consider the
resolutions together with the notes.
By order of the board
Andy Green | Chair
27 January 2021
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MEETING NOTES
RESOLUTION 2: Increase directors’ maximum fees
per annum
Increase to directors’ remuneration pool
NZX Listing Rule 2.11.1 provides that no remuneration may
be paid to a director (in his or her capacity as a director)
unless approved by an ordinary resolution of shareholders.
Gentrack’s current director remuneration pool was
approved by shareholders in 2017 and the maximum fees
payable to the directors have not been increased since
then.
The board proposes to increase the maximum fees
payable from NZD $450,000 to $800,000 per annum.
Gentrack operates in international markets and needs to
attract high quality directors from Europe, Australia and
in the future, potentially, Asia. In particular, the board
considers that Gentrack needs a chair who has significant
experience leading the board of an international company.
This increase in the cap will help to ensure Gentrack
will have an experienced and effective international
board of directors, and a chair who can lead that board
successfully.
In proposing this resolution to increase the directors’
remuneration pool, the board has considered a report
commissioned from the Institute of Directors in NZ (IoD).
The purpose of the IoD report was to review board fees
considering a range of information, including board fees
in organisations of a similar type and size.
The IoD report is available at the Investor Centre at
www.gentrack.com/reports-and-presentations/.
Since the board last reviewed directors’ remuneration
in 2017, the regulatory landscape in which Gentrack
operates has continued to change, with increased
regulatory risk and obligations resulting in increased
demand on directors’ time and broadening their scope
of responsibilities in monitoring and assessing legal and
regulatory compliance.
RESOLUTION 1: Appointment of auditors and
authorisation to fix auditors’ remuneration
The Companies Act 1993 requires Gentrack Group Limited
(“Gentrack”) to appoint an auditor and provides that the
fees and expenses of an auditor appointed at an annual
meeting can be fixed in the manner determined at that
meeting.
The appointment of Ernst & Young brings in another “big
four” audit firm with broad experience in dealing with
large and complex global clients. The Ernst & Young audit
team for the financial year ending 30 September 2021 will
be led by Grant Taylor (lead audit partner). Prior to their
appointment (subject to shareholder approval) the Board
assessed and confirmed the independence of Ernst &
Young.
Section 207S of the Companies Act 1993 provides that,
if the auditor is appointed at a meeting of the company,
the auditors’ fees and expenses must be fixed by the
company at the meeting or in the manner that the company
determines during the meeting. The directors propose
that, consistent with commercial practice, the auditor’s
remuneration should be fixed by the directors. Authority
for the directors to fix the remuneration is a resolution
at each annual meeting of shareholders. Accordingly,
shareholders are being asked to resolve that the directors
are authorised to fix the auditor’s remuneration.
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The board reviewed this benchmark data and, based on
a comparison of Gentrack’s directors’ fees to the market
data, consider the proposed remuneration levels set out
in the table below are appropriate and aligned to the
international nature of Gentrack’s business.
Proposed
Remuneration NZ$
Non-executive directors

($85,000 x 4 directors)
340,000
Board chair (Primarily UK-based)300,000
Audit & Risk Committee chair15,000
Nominations & Remuneration

Committee chair
10,000
Amount available for one-off

projects / other (see below)
135,000
Total directors’ remuneration800,000
If Resolution 2 is passed, the increase to the aggregate
amount of directors’ remuneration will take effect on
and from 1 March 2021. The new maximum aggregate
amount of $800,000 per annum will include a pool of
$135,000 that provides flexibility to remunerate directors
who assume additional responsibilities (including one-off
project work) from time to time beyond the scope of their
usual responsibilities and to allow for a further fee above
the average director fee to be paid to secure a future
additional international director. Any unused part of the
pool in any year is not carried forward to future years.
The current remuneration pool of $450,000 is allocated as
follows:
Current
Remuneration NZ$
Non-executive directors ($85,000 x
3 directors)
255,000
Hg Capital non-executive director*-
Board chair170,000
Audit & Risk Committee chair15,000
Nominations & Remuneration
Committee chair
10,000
Total directors’ remuneration450,000
*- Hg Capital has agreed to waive non-executive director fees until
February 2021
The board considers that alignment of directors’ fees to
market is important in order for Gentrack to be able to
continue to attract and retain high performing directors
whose skills and experience are well-suited to its
requirements. The board considers the fee increases
proposed are fair and reflective of market conditions.
Voting restrictions
The directors and their ‘Associated Persons’ (as that term
is defined in the NZX Listing Rules) are subject to voting
restrictions in relation to resolution 2.
Gentrack will disregard any votes cast on resolution 2 by
any director or any ‘Associated Person’ of that director.
However, Gentrack will not disregard a vote if it is
cast by such person as a proxy for a person who is not
disqualified from voting on resolution 2, in accordance
with express instructions to vote for or against the
resolution.
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Notice of Annual Meeting 2021GENTRACK

RESOLUTION 3: Approve an equity-based
component to directors’ fees
Issue or transfer of equity securities as non-executive
director remuneration
The current remuneration pool can only be paid to
directors in cash. NZX Listing Rule 2.11.2 provides that
a resolution authorising director remuneration for the
purposes of NZX Listing Rule 2.11.1 may provide that the
remuneration may, in whole or in part, through an issue of
equity securities, provided the issue complies with NZX
Listing Rule 4.7.
Consistent with this requirement, resolution 3 seeks
shareholder approval to allow Gentrack to remunerate
directors, in whole or in part, through the issue or transfer
of Gentrack equity securities in lieu of cash, at the
discretion of the board.
Using shares to remunerate directors is more common
in some overseas jurisdictions than in New Zealand.
Being able to remunerate directors in line with market
expectations is important for ensuring that the board is
able to attract and retain suitably qualified candidates.
The board also believes that equity participation by
directors helps to further align the interests of directors
with those of shareholders, and can motivate and reward
long-term decision making with the aim of creating and
maximising shareholder value over the longer term.
Any issue of Gentrack equity securities to directors must
continue to comply with NZX Listing Rule 4.7. The method
of calculating the relevant share price for any issue has
yet to be determined, but in complying with NZX Listing
Rule 4.7, the issue price must not be less than the average
market price (as defined in the NZX Listing Rules) before
the issue is made.
Therefore, the board considers it to be in Gentrack’s best
interest to be able to provide the board with the discretion
to remunerate directors, in whole or in part, through the
issue or transfer of Gentrack equity securities.
Voting restrictions
The directors and their ‘Associated Persons’ (as that term
is defined in the NZX Listing Rules) are subject to voting
restrictions in relation to resolution 3.
Gentrack will disregard any votes cast on resolution 3 by
any director or any ‘Associated Person’ of that director.
However, Gentrack will not disregard a vote if it is
cast by such person as a proxy for a person who is not
disqualified from voting on resolution 3, in accordance
with express instructions to vote for or against the
resolution.
RESOLUTION 4: Managing director’s election
Gary Miles was appointed by the board as managing
director on 1 October 2020, following an extensive global
executive search. As he was appointed by the board, it is
a requirement that Gary’s appointment be considered by
shareholders at the annual meeting.
Gary brings extensive experience transforming companies
and industries through the development and deployment of
cloud native technologies and services. You can read more
about Gary’s background in his profile below (page 20).
As Gary is a Gentrack employee, the board has determined
that Gary does not qualify as an ‘independent director’ for
the purposes of the NZX Listing Rules.
The board unanimously supports the election of Gary as a
director.
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Notice of Annual Meeting 2021GENTRACK

RESOLUTION 5: Issue of performance rights to
managing director
Gentrack operates a senior management long term
incentive scheme under which each participating
employee is offered “performance rights”, with each
performance right representing a right to receive
one ordinary share in Gentrack when it is exercised.
A participating employee’s ability to exercise their
performance rights are subject to certain vesting
conditions and performance hurdles. Grants of
performance rights are generally made each year and the
vesting conditions and performance hurdles in respect of
those performance rights for participating employees are
set when they are granted.
Gary Miles was appointed by the board as managing
director on 1 October 2020, following an extensive
global executive search. The board has negotiated
a remuneration package with Gary that, subject to
shareholder approval, includes the issue of performance
rights as described below.
NZX Listing Rule 4.6 contemplates issues of equity
securities (such as performance rights) to employees and
executive directors and provides an overall 3% annual
limit. However, an employee who is also a director may
participate only if their participation satisfies the same
allocation criteria applying to employees generally. As the
terms of Gary’s participation and his allocation criteria
were negotiated with him, they are different to those
that apply to employees generally. Further, as discussed
further below, when aggregated with other performance
rights, they would exceed the 3% annual limit set under
NZX Listing Rule 4.6.
The key terms of Gary’s issue of performance rights is set
out below:
• each performance right represents a right to
receive one Gentrack ordinary share, subject to
vesting conditions and performance hurdles (where
applicable). Each ordinary share will rank equally with
all other ordinary shares in Gentrack;
• participation is subject to Gentrack shareholder
approval at the 2021 annual meeting. If shareholders
do not approve Gary’s participation, he will receive a
cash payment of $1.573m in lieu of his participation,
being the cash equivalent of the initial grant and the
first annual grant (as described below), paid in full
irrespective of vesting schedules;
• initial grant of 500,000 performance rights, to be
issued as soon as practicable after the annual meeting
(if shareholders approve Gary’s participation);
• subsequent annual grants on 31 October 2020; 2021
and 2022. However, the first annual grant will be
deferred until after the annual meeting (if shareholders
approve Gary’s participation) but then deemed to
have been granted on 31 October 2020. The price
calculation for the first annual grant is based on the
ten day volume weighted average price of Gentrack
shares at 31 October 2020;
• the number of performance rights granted under each
annual grant will be calculated in accordance with the
following formula:
• number of performance rights = Z /Y
• “Z” = Gary’s annual base pay, including pension
contribution (currently £403,000), converted into NZD
and multiplied by 120%; and
• “Y” = the volume weighted average price of Gentrack’s
shares over the 10 day trading period ending on the
last trading day immediately prior to the annual grant;
• the maximum number of performance rights that will
be issued under the 2020 annual grant is 748,604;
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• it is not possible to determine the maximum number
of performance rights that will be issued under the
annual grants in 2021 and 2022, because of the
potential for fluctuations in Gentrack’s share price.
Based on the share price as at 11 January 2021
(NZ$1.47) and the NZD/GBP exchange rate at that date,
the maximum number would be approximately 616,000
performance rights for each annual grant;
• half of the initial grant of 500,000 performance
rights vest immediately and the other half vest on the
one year anniversary of Gary starting employment
with Gentrack. The vesting of this initial grant of
performance rights is not subject to vesting conditions
or performance hurdles;
• up to all of the first annual grant will vest in full one
year after they are granted, depending on whether
applicable performance hurdles have been met;
• each subsequent annual grant will vest over three
years as follows:
• 33.34% will vest on the one-year anniversary of the
grant date, split as follows:
◊ 16.67% will vest without reference to
performance hurdles;
◊ up to 16.67% will vest depending on the extent
to which performance hurdles have been met;
• 33.34% will vest on each of the second and
third year anniversary of the grant date, split on
the same basis (i.e., half without reference to
performance hurdles and up to the other half with
reference to performance hurdles).
• for the first annual grant, the performance hurdles
required to be met over the period starting on 1
October 2020 and ending on 30 September 2021 are:
• new board approved strategy in place by 31 March
2021;
• new executive team in place by 31 March 2021;
• revenue and EBITDA in line with budget targets for
the year ending 30 September 2021.
• for subsequent annual grants, the performance
hurdles for the applicable performance periods are
based on the compound annual growth rate (CAGR)
of Gentrack’s earnings per share (EPS). The following
formula will be used to calculate Gentrack’s EPS CAGR
over the applicable performance period:
EPS CAGR = (Final EPS / Base EPS)1/3 – 1
“Base EPS” = 1 cent per share;
“Final EPS” = EPS for the year ended 30 September
2023.
For these purposes EPS is that reported in Gentrack’s
audited financial statements for the relevant period
adjusted to reflect accounting policy changes or
extraordinary circumstances with a significant
impact (e.g. impairments, revaluations, restructuring
activities).
• vesting of performance rights that are subject to
a performance hurdle is determined based on a
progressive scale based on EPS CAGR as follows,
if EPS CAGR is:
◊ below 7%, no performance rights subject to
performance hurdles will vest;
◊ equal to 7%, 50% of performance rights
subject to performance hurdles will vest;
◊ equal to or above 12%, all performance rights
subject to performance hurdles will vest; and
◊ between 7% and 12% performance rights will
vest on a straight line basis between 50% and
100%;
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• generally vesting of performance rights is subject
to the condition that Gary remains in continued
employment with Gentrack over the intervening
period. However, the initial grant of 500,000
performance rights are guaranteed, subject only to
shareholder approval. Further, there is provision
for the board to determine that some performance
rights should vest where Gary resigns in the
first three years, depending on the extent that
performance hurdles have been met and certain
other factors; and
• in the event of a takeover or scheme of
arrangement, all performance rights in the initial
grant and subsequent annual grants will vest
irrespective of the board’s discretion relating to
performance hurdle.
The issue of the performance rights to Gary is not
expected to have a material dilution effect on the
shareholdings of existing shareholders. This is because
the number of ordinary shares that would be issued if
100% of the performance rights were to vest is relatively
small when compared to Gentrack’s current issued share
capital, which is 98,644,829 shares as at the date of this
notice of meeting.
In securing Gary’s appointment, the board has engaged a
high-calibre leader who has the experience and energy
to drive the transformation of the Gentrack business.
Gary’s remuneration package reflects that calibre, with
these performance rights being a key component of it.
The board (with Gary Miles abstaining) also considers that
the incentive arrangements and corresponding grant of
performance rights and resultant issue of shares on the
exercise of those performance rights outlined above are
important in aligning Gary’s personal financial interest
with the future performance of Gentrack’s share price.
The board (with Gary Miles abstaining) unanimously
supports the issue of these performance rights to Gary
and recommends that shareholders vote in favour of this
resolution.
Voting restrictions
Gary and his ‘Associated Persons’ (as that term is defined
in the NZX Listing Rules) are subject to voting restrictions
in relation to resolution 5.
Gentrack will disregard any votes cast on resolution 5
by Gary or any of his ‘Associated Persons’. However,
Gentrack will not disregard a vote if it is cast by such
person as a proxy for a person who is not disqualified
from voting on resolution 5, in accordance with express
instructions to vote for or against the resolution.
NZX Waiver
NZX RegCo has granted the company a waiver from the
requirement for the company to include an appraisal report
with this notice of meeting in respect of resolution 5 under
Listing Rule 7.8.5. The terms of this waiver can be found
on the company’s announcement page on the NZX website
(www.nzx.com/companies/GTK/announcements).
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Under NZX Listing Rule 4.6.1, the number of equity
securities which may be granted to employees and
directors under incentive schemes in any 12-month period
is restricted in aggregate to 3% of the total issued capital
of Gentrack at the commencement of that period. In this
case:
• the establishment of the Gentrack LTI Scheme;
• the issue of performance rights within a relatively
short timeframe under the Senior Management LTI
Scheme to secure senior managers critical to the
future success of Gentrack; and
• the potential issue of shares as part settlement to
eligible employees for any award under the FY21 STI
Scheme;
mean that a one-off increase in the limit by 1,500,000
equity securities is needed. If shareholders do not approve
this resolution, the board will not have the flexibility to
reach agreements with eligible employees for them to be
issued new equity securities instead of receiving a cash
payment (or as partial satisfaction of a cash payment).
Accordingly, cash payments will need to be made, which
has been initially estimated at up to $2.2m based on the
share price as at 11 January 2021 of NZ$1.47. This amount
represents the cash equivalent of performance rights
(subject to vesting schedules and further share price
movements) and the potential equivalent cash payment as
part settlement to eligible employees for any award under
the STI Scheme instead of the potential issue of shares.
RESOLUTION 6: Approve an extension on a one off
basis by up to 1,500,000 equity securities (each
security representing no more than one ordinary
share) of the 3% limit of equity securities that may
be issued by the company in a twelve month period
without further shareholder approval
In 2016, Gentrack established the senior management
long term incentive scheme (“Senior Management LTI
Scheme”) to assist in the reward, retention and motivation
of key employees, link the reward of key employees to
shareholder value creation and align the interests of key
employees with shareholders by providing an opportunity
to key employees to earn rewards via an equity interest
based on creating shareholder value.
A further long term incentive scheme, the Gentrack
long term incentive scheme (“Gentrack LTI Scheme”),
was established in 2020 to assist in the retention of
eligible employees, to significantly increase the number
of employees that have a stake in Gentrack and to
give eligible employees a share in Gentrack’s future
performance. The Gentrack LTI Scheme was established
for employees below senior management level at
Gentrack and the first grant of performance rights under
the scheme was made in December 2020. There are no
employees who participate in both schemes.
In addition to the above long term incentive schemes,
Gentrack has established a short-term incentive scheme
(“STI Scheme”) to focus eligible employees’ efforts on
Gentrack’s short term goals linked to the overall business
strategy. Stretch targets are set to drive performance
over the year and rewards are aligned with individual and
business performance. The Board will consider an issue
of new shares as part settlement to eligible employees for
any award under the FY21 STI Scheme in late 2021 (with
the agreement of the relevant employee, in each case).
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The board supports this one-off increase as a key part of
plans to increase employee engagement, to secure critical
senior managers and permit increased investment in key
technology by avoiding the need to make cash payments
for these employee-related purposes and making those
same funds available for investment. Shareholders are
asked to approve the issue of an additional 1,500,000
equity securities (approximately 1.5% in excess of
the 3% limit) for issue by 31 December 2021. These
additional equity securities will be a combination of
performance rights or Gentrack shares. As described
above, performance rights entitle the holder to be issued
one Gentrack share, subject to certain vesting conditions
and performance hurdles. Performance rights will be
issued under the Gentrack LTI Scheme and the Senior
Management LTI Scheme and Gentrack shares would be
issued to eligible employees as part of the settlement of
FY21 STI Scheme awards.
All shares issued pursuant to the incentive schemes will
rank equally with all other ordinary shares in Gentrack.
The issue of the full 1,500,000 equity securities pursuant
to Resolution 6 is not expected to have a material dilution
effect on the shareholdings of existing shareholders.
This is because the 1,500,000 equity securities represent
approximately 1.5% of the issued share capital of Gentrack
as at the date of this notice of meeting.
Voting restrictions
Gentrack employees that may be issued some of the
equity securities approved under this resolution, and their
‘Associated Persons’ (as that term is defined in the NZX
Listing Rules), are subject to voting restrictions in relation
to resolution 6.
Gentrack will disregard any votes cast on resolution
6 by Gentrack employees or any of their ‘Associated
Persons’. However, Gentrack will not disregard a vote if
it is cast by such person as a proxy for a person who is
not disqualified from voting on resolution 6, in accordance
with express instructions to vote for or against the
resolution.
RESOLUTIONS 7, 8 AND 9: Non-Executive
directors’ election and re-election
Stewart Sherriff was appointed by the board as a non-
executive director on 5 October 2020, following the
resignation of Leigh Warren. As he was appointed by the
board, it is a requirement that Stewart’s appointment be
considered by shareholders at the annual meeting.
Andy Green, was appointed by the board as its chair
and as a non-executive director on 2 November 2020,
following the resignation of Andy Coupe. As he was
appointed by the board, it is a requirement that Andy’s
appointment be considered by shareholders at the annual
meeting.
Nick Luckock was appointed by shareholders as a non-
executive director in February 2018. He retires by rotation
and offers himself for re-election again this year.
The board has determined that Stewart Sheriff and Andy
Green qualify as ‘independent directors’ for the purposes
of the NZX Listing Rules. Nick Luckock is not considered
independent because he is a representative of Hg Capital,
which is a significant shareholder of Gentrack.
You can read the respective backgrounds of Stewart, Andy
and Nick in their profiles below (pages 21 & 22). The board
unanimously supports the elections of Stewart and Andy
and the re-election of Nick as directors.
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PROFILES
STEWART SHERRIFF
Non-Executive Director
Stewart was appointed CEO of
New Zealand mobile challenger
2degrees in August 2013,
having served as the company’s
Chairman for the previous 4
years, and interim CEO since 1
April, a position he held until he retired in June 2019. He
remains on the board of 2degrees as a non-executive
director.
Stewart began his 44 year career in telecommunications
with British Telecom. He left the UK in 1984 to progress an
international career, working in 20 countries for various
telcos. Stewart has learned mobile from the ground
up, starting as a technician, progressing to a system
specialist, field services manager, BSS specialist and
senior engineer before entering senior management as
head of operations for Hong Kong Operator Smartone.
He became CTO at mobile pioneer Western Wireless
International in 1997, with responsibility for IT,
Engineering, Marketing, Customer Care and Technical
Operations. Six years later, Stewart was seconded as CEO
of Meteor, Ireland’s third entrant mobile operator. Under
his leadership, Meteor became a successful third player
challenging Vodafone and O2.
In 2006 he rejoined Western Wireless founders John
Stanton and Brad Horwitz at Trilogy International
Partners. As CTO he oversaw Trilogy’s operations in
Bolivia, Haiti, Dominican Republic and New Zealand.
Prior to chairing 2degrees, Stewart chaired Vega Slovenia
and was vice chairman of Telering Austria and served on
the boards of Vipnet Croatia, Voila Haiti, Neuvatel Bolivia
and jNetx USA.
GARY MILES
Managing Director
On 1 October 2020 we welcomed
Gary Miles as CEO for Gentrack.
With over 25 years’ experience
in leading and running B2B
software and services companies,
he brings added focus to the
business on Gentrack’s role with its technologies and
expertise in transforming energy and water markets.
Gary joins us from Amdocs, a four-billion-dollar revenue
NASDAQ listed business—and a market leader in the
provision of customer information systems to many of
the largest telecommunications companies around the
world. Much like utilities and airports rely on Gentrack
for mission critical operational systems, telcos depend
on Amdocs to modernise their systems and provide their
essential customer information systems. Gary was on the
executive team at Amdocs for 12 years holding many roles
including CMO, driving product, strategy and innovation
programmes, the cloud and company diversification to
bring new solutions to customers.
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ANDY GREEN
Chair
and Non-Executive Director
Andy has an extensive
background in technology
leadership including CEO of
Logica, a £4bn turnover listed IT
Services Company, and CEO of
BT Global Services, the enterprise arm of British Telecom.
In 2020 Andy was awarded Commander of the British
Empire (CBE) for his contributions to the IT and British
space industries. His passion to transform the industry
to support sustainable water and energy resources is
further demonstrated by his roles as the chair of WaterAid
UK and as a UK National Infrastructure Commissioner.
Spending time in both Australia and the UK, he contributes
both a local presence and global perspective to Gentrack’s
customers and shareholders.
NICK LUCKOCK
Non-Executive Director
Nick is a partner and a member
of the investment committee at
Hg Capital with extensive private
equity experience focusing on
the technology industry. He has
deep experience across a number
of significant organisations in the business services,
financial processing and technology sectors.
He is currently a director at Achilles Subholdings Ltd and
has served as a non-executive director at a variety of
private equity backed companies including British based
JLA, Radius Worldwide, Paycorp Group (Pty) Ltd (South
Africa), XP Investimentos (Brazil) and AGS Transact
Technologies Ltd (India).
Nick completed an MBA with Distinction at INSEAD and
a Bachelor of Commerce and Arts (Honours) from the
University of Melbourne.
IMPORTANT INFORMATION
VIRTUAL ANNUAL MEETING
Shareholders and proxy holders entitled to attend and vote
at the meeting will not be able to attend the meeting in
person. Participation in the meeting will be virtual only, via
an online platform provided by Gentrack’s share registrar,
Link Market Services at:
www.virtualmeeting.co.nz/gtk21
Shareholders attending and participating in the meeting
virtually via the online platform will be able to vote and ask
questions during the meeting.
HOW TO ATTEND THE ANNUAL MEETING
Go to www.virtualmeeting.co.nz/gtk21
• Login to the portal using your full name, mobile
number and email address
• To register to vote, click on the “get a voting card” box
at the top of the webpage, then enter your:
• shareholder number; or
• proxy number (if you are an appointed proxy, a
proxy number will be sent to you)
• To ask a question, click on the “ask a question” box
and follow the instructions on screen. You must
register to vote before you can ask a question.
For more detailed instructions on how to attend the Annual
Meeting,
See www.virtualmeeting.co.nz/help
We recommend you commence the login process at least
15 minutes before the meeting is due to begin.
2223
Notice of Annual Meeting 2021GENTRACK

PROXIES
Any shareholder entitled to attend and vote at the virtual
annual meeting can appoint a “proxy” to attend and
vote virtually on their behalf. A proxy need not be a
shareholder.
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 direct your proxy how to vote (i.e., for, against
or discretionary) for a particular resolution, then your
proxy will abstain from voting on that resolution.
The chair of the annual meeting is willing to act as a
proxy. “Chair of the Meeting” should be inserted as the
name of your proxy on the space provided on this proxy
form if you wish the chair to act. The chair will vote in
favour of resolutions if appointed as a discretionary proxy.
You may complete your proxy appointment either online or
by completing and returning the enclosed proxy form.
Online proxy appointment
A shareholder entitled to attend the annual meeting and
vote may appoint a proxy online. 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.
Online proxy appointment must be completed by no later
than 9 am (NZT) on Monday, 22 February 2021.
Completion and return of physical proxy forms
A shareholder entitled to attend the annual meeting and
vote may appoint a proxy by completing and returning the
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 by no later than 9 am (NZT) on Monday,
22 February 2021. Forms received after this will not be
valid.
Shareholders who have appointed a proxy may still attend
the annual meeting virtually (although they will not be able
to vote if a proxy has been appointed).
ORDINARY RESOLUTION
Each of resolutions 1 – 9 is to be considered as a separate
ordinary resolution. An ordinary resolution is one passed
by a simple majority of votes cast by shareholders entitled
to vote and voting on the resolutions in person or by proxy.
VOTING
Voting entitlements for the meeting will be determined as
at 5pm (NZT) on Monday, 22 February 2021. Registered
shareholders will be the only people entitled to vote, and
only the shares registered in those shareholders’ names
may be voted at the virtual meeting.
FURTHER QUERIES
If you have any questions please contact Gentrack’s
Company Secretary, Jon Kershaw, on +64 9 966 6090.
2425
Notice of Annual Meeting 2021GENTRACK

GENTRACK GROUP LIMITED
17 Hargreaves Street, St Marys Bay
Auckland 1011, New Zealand
PO Box 3288
Auckland 1140, New Zealand
Telephone: +64 9 966 6090
Email: investors@gentrack.com
www.gentrack.com
ARBN 169 195 751

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

Scan & email:
meetings@linkmarketservices.com

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.com

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 online via the Link Market Services Meetings
Platform at www.virtualmeeting.co.nz/gtk21
at 9am (New Zealand time) on Wednesday, 24 February 2021.
Gentrack has taken the decision to conduct a virtual only meeting this year given the range of countries that the board and shareholders are likely to be
in and the on-going risk of COVID-19 related disruption and the associated health and safety risks of an in-person meeting. 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. For this Proxy Form to be valid, you must produce it by delivering, posting, or emailing it intact to be received by Link Market Services Limited no
later than 9am, Monday 22 February 2021.

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 Chair of the Meeting as your proxy
The Chair of the Meeting is willing to act as a proxy. “Chair of the Meeting” should be inserted as the name of your proxy on the space provided on this
proxy form if you wish the Chair to act. If you return this form without appointing a proxy but have indicated on this form how you wish to vote, the Chair
of the meeting will vote in accordance with your express instructions.

Voting restrictions:
The directors and their ‘Associated Persons’ (as that term is defined in the NZX Listing Rules) are subject to voting restrictions in relation to resolutions
2 and 3.
Gary Miles and his ‘Associated Persons’ (as that term is defined in the NZX Listing Rules) are subject to voting restrictions in relation to resolution 5.
Gentrack employees that may be issued some of the equity securities approved under this resolution, and their ‘Associated Persons’ (as that term is
defined in the NZX Listing Rules), are subject to voting restrictions in relation to resolution 6.

Attending the meeting
The 2021 Annual Meeting will be held online only and shareholders can attend at http://www.virtualmeeting.co.nz/gtk21.
If you will be attending online,
you will require your Holder Number for verification purposes.
A corporation may appoint a person to attend and vote virtually on the day of 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 shall apply.

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 e-mail address
or failing him/her e-mail address
As my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held at 9am on Wednesday, 24 February 2021 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.

Tick () in box to vote
To consider and, if thought fit, pass the following ordinary resolutions:
For Against Abstain Discretion
1. That Ernst & Young is appointed as auditor of Gentrack Group Limited and the board is
authorised to fix the auditor’s remuneration.
   
2. That, for the purposes of NZX Listing Rule 2.11, the aggregate maximum remuneration that
may be paid to the directors of Gentrack Group Limited per annum is increased from NZD
$450,000 to $800,000.
   
3. That, for the purposes of NZX Listing Rule 2.11, any remuneration payable to directors
may, at the board’s discretion, be paid either in whole or in part through an issue or transfer
of equity securities in Gentrack Group Limited, as described in this notice of meeting.
   
4. That Gary Miles, appointed by the board as managing director on 1 October 2020, be
elected as a director of Gentrack Group Limited.
   
5. That, for the purposes of NZX Listing Rule 4.2.1, performance rights be issued to Gary
Miles, managing director on the terms and conditions set out in this notice of meeting
(being 1,248,604 performance rights relating to 2020 as well as subsequent annual grants
of performance rights in 2021 and 2022).
   
6.
That, for the purposes of NZX Listing Rule 4.2.1, up to 1,500,000 equity securities (either
performance rights or shares) may be issued by Gentrack Group Limited to satisfy long
term incentive and short term incentive requirements in relation to FY21 (if directors chose
not to pay out any short term incentive payments in cash) on the terms and conditions set
out in this notice of meeting.
   
7. That Stewart Sherriff, appointed by the board on 5 October 2020, be elected as a director
of Gentrack Group Limited.
   
8.
That Andy Green, appointed by the board on 2 November 2020, be elected as a director of
Gentrack Group Limited.
   
9. That Nick Luckock 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 attending the Annual Shareholders Meeting virtually 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 Monday 22 February 2021. The Board will address and answer questions at the Annual Shareholders Meeting.
Question:

SIGNATURE OF SHAREHOLDER(S) This section must be completed
Shareholder 1 Shareholder 2 Shareholder 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.