Notice of Annual Meeting

Notice of
Annual
Meeting

2023
Gentrack Group Limited

Dear Shareholder
I invite you to the annual shareholder
meeting of Gentrack Group Limited
(“Gentrack”) on Thursday, 23 February
2023 at 9.30am (NZT).
The annual shareholder meeting will
be held virtually. We have taken the
decision to conduct a virtual only
meeting again this year given the
global nature of our business. Our
Chief Executive Officer (CEO), Chief
Financial Officer, other key executives,
and the majority of board members,
including the Chair, are located in the
United Kingdom or Australia. Their
attendance in person at the meeting
would result in significant cost to
Gentrack, as well as other logistical
challenges.
Gentrack’s CEO, Gary Miles, and I will
speak about Gentrack’s performance
during the financial year to 30
September 2022 and our plans for the
financial year to 30 September 2023
at the meeting, with the opportunity
for shareholders to ask questions.
In the formal part of the meeting, you
will be asked to vote on resolutions
covering:
• An amendment to the terms
and conditions of the remaining
performance rights to be issued to
CEO, Gary Miles, to align Mr Miles’
performance rights with recent
changes approved by the board to
Gentrack’s senior management
long-term incentive plan.
• Gentrack’s auditor and its
remuneration.
• The re-election of Darc Rasmussen,
a current Gentrack Director.
I encourage you to attend virtually
or appoint a proxy to attend virtually
and vote on these resolutions on your
behalf. Proxy appointments must be
completed before 9.30am (NZT) on
Tuesday, 21 February 2023. 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, CBE
Chair
26 January 2023
Letter from the Chair:
Annual Shareholder Meeting
2

Notice is hereby given that the annual
meeting of shareholders of Gentrack
Group Limited (“Gentrack”) will be held
virtually at 9.30am (NZT) on Thursday,
23 February 2023.
Shareholders may attend and
participate in the annual meeting
virtually via the Link Market Services
Meetings Platform at
www.virtualmeeting.co.nz/gtk23
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; and
d) Resolutions.
Resolutions
To consider, and if thought fit, to pass
the following ordinary resolutions:
1. Amendment to terms of Chief
Executive Officer’s performance
rights: That, for the purposes of
NZX Listing Rule 4.2.4, the terms of
the remaining performance rights
to be issued to Gary Miles be
amended in accordance with the
terms and conditions set out in
this Notice of Meeting.
Notice of Annual Meeting
of Shareholders
3
2. Auditor remuneration: That the
Directors are authorised to fix the
remuneration of Ernst & Young as
auditor of Gentrack Group Limited
for the ensuing year.
3. Re-election of Darc Rasmussen:
That Darc Rasmussen 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 on pages 4-8. Please read and
consider the resolutions together
with the notes.
By order of the board.
Andy Green, CBE
Chair
26 January 2023

At the annual meeting in 2021,
shareholders voted to approve
the issue of performance rights to
Gentrack’s Chief Executive Officer,
Gary Miles, as part of his remuneration
package. The terms of those
performance rights were summarised
in the Notice of Meeting published on
27 January 2021.
Those terms provided that the
vesting of certain portions of the
performance rights issued to Mr Miles
would depend on the extent to which
performance hurdles have been met.
The performance hurdles for periods
from 1 October 2021 were set by
reference to the compound annual
growth rate (CAGR) of Gentrack’s
earnings per share (EPS). A link to
Gentrack’s 2021 Notice of Meeting
which includes the summary of the
terms of Mr Miles’ performance
rights is available at;
www.nzx.com/announcements/366744
At the time Mr Miles’ performance
rights were approved by shareholders,
the performance hurdles for
Gentrack’s long term incentive plan for
senior executives were also set on an
EPS CAGR basis. This meant that the
terms of Mr Miles’ performance rights
were aligned with the incentive plan
for other senior executives.
This year the Gentrack board has
decided to change the basis of
performance hurdles for Gentrack’s
long term incentive plan for senior
executives from EPS CAGR to share
price appreciation. In the board’s view,
a share price appreciation basis:
Resolution 1

• Better aligns with Gentrack’s
strategic investment strategy
(Gentrack’s strategy of investing in
system development can result in
a short-term reduction in EPS if the
benefits will be derived in future
periods, in which case the benefit
of an incentive plan with EPS CAGR
based performance hurdles can be
less effective);
• Provides clearer performance
targets; and
• Is directly linked to shareholder
value and, as a result, achieves
better alignment with the interests
of Gentrack and its shareholders
through a clearly measurable
incentive for management to
increase shareholder returns.
It is now proposed that the terms of
the ongoing performance rights to
be issued to Mr Miles be amended
such that the performance hurdles
are also changed from an EPS CAGR
basis to a share price appreciation
basis. This would ensure that the
performance hurdles in Mr Miles’
incentive arrangements continue to
be consistent with those of the other
senior executives and align with the
justification indicated.
4

The proposed amendment to the
performance hurdles for Mr Miles’
performance rights is explained in
greater detail below:
• Mr Miles was due to be granted
performance rights on 31 October
2022 (the Relevant Tranche).
However, the board has deferred
the issue of the Relevant Tranche
until after the annual meeting to
allow shareholders to consider and,
if thought fit, approve the proposed
change to a share price appreciation
performance hurdle for the Relevant
Tranche. If shareholders approve the
amendments to the terms of Mr Miles’
performance rights, the Relevant
Tranche will be deemed to have been
granted on 31 October 2022.
• Broadly speaking, the vesting
conditions that currently apply to
the Relevant Tranche are:
• 50% of the performance rights
are subject to the EPS CAGR
performance hurdle; and
• 50% of the performance rights
vest without reference to the
performance hurdle,
provided, in both cases, that Mr Miles
remains employed by Gentrack during
the relevant performance period.
• Subject to shareholder approval, the
board proposes to change the EPS
CAGR performance hurdle to a share
price appreciation target which
requires Gentrack’s share price to
increase (year on year) by at least
7.0% over the relevant performance
period in order for a proportion of
the performance rights which are
subject to the performance hurdle
to be eligible to vest.
• The share price annual appreciation
will be calculated by comparing the
starting share price for the relevant
performance period to the final
share price for that same period,
where:
• The starting share price being the
volume weighted average price
(VWAP) of Gentrack’s shares as
quoted on the NZX Main Board and
the ASX (including both on-market
and off-market trades) over the 10
trading days immediately from and
inclusive of 1 October 2022; and
• The final share price at the end
of the Performance Period will
be calculated as the VWAP of
Gentrack’s shares as quoted
on the NZX Main Board and the
ASX (including both on-market
and off-market trades) over the
10 trading days immediately
following the date of the release
of Gentrack’s audited financial
statements for the financial year.
The performance rights which
are subject to the share price
appreciation performance hurdle
will vest in accordance with the
following progressive scale. If the
share price appreciation is:
5
Resolution 1

• below 7%, no performance rights
subject to the performance
hurdles will be eligible to vest; or
• equal to 7%, 50% of the
performance rights subject to
the performance hurdles will be
eligible to vest; or
• equal to or above 10%, 100% of
the performance rights subject
to the performance hurdle will
be eligible to vest; or
• greater than 7% but less than
10%, the percentage of total
performance rights subject to
the performance hurdle and
eligible to vest will be calculated
on a straight-line basis.
• If shareholders approve the
amendment to the performance
hurdle for the Relevant Tranche:
• it is proposed that all other
terms and conditions of Mr Miles’
performance rights would remain
unchanged; and
• the number of performance
rights that would be issued to Mr
Miles for the Relevant Tranche is
584,282, of which only half will be
subject to a performance hurdle
which will be changed to the share
price appreciation hurdle.
• If shareholders do not approve the
amendment to the performance
hurdle for the Relevant Tranche, the
existing terms of the performance
rights to be issued to Mr Miles
would remain unchanged and the
performance hurdle applying to
those performance rights would be
on an EPS CAGR basis and would not
be aligned with the performance
hurdle applying to Gentrack’s other
senior executives.
The issue of performance rights to Mr
Miles was approved by shareholders
at the 2021 annual meeting for the
purposes of NZX Listing Rule 4.2.1.
Amending the terms of performance
rights previously approved under that
NZX Listing Rule requires shareholder
approval pursuant to NZX Listing
Rule 4.2.4. Accordingly, shareholders
are being asked to approve this
amendment to the performance
hurdles in the terms of Mr Miles’
performance rights.
Given his interest in resolution 1, Gary
and his ‘Associated Persons’ (that
term is defined in the NZX Listing
Rules) will not vote on this resolution.
Gentrack will disregard any votes
cast on resolution 1 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 1, in accordance
with express instructions to vote for
or against the resolution.
6
Resolution 1

Authorisation to fix auditor’s
remuneration
Section 207T of the Companies Act
1993 provides that a company’s
auditor is automatically re-appointed
at an annual meeting of shareholders
of the company unless there is a
resolution or other reason for the
auditor not to be re-appointed.
Ernst & Young will automatically be
re-appointed as the auditor of the
company at the annual meeting.
Section 207S of the Companies Act
1993 provides that, the auditor’s
fees and expenses must be fixed by
the company at the annual meeting
or in the manner that the company
determines during the annual
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.
Resolution 2
7

Non-Executive Director’s
re-election
Darc Rasmussen was appointed as a
Non-Executive Director of Gentrack
Group Limited in December 2019
and was re-elected by shareholders
as a Non-Executive Director on
26 February 2020. Darc is required
to retire by rotation and stand for
re-election in 2023, being the third
annual meeting following Darc’s
re-election as a Director. Darc
therefore retires in accordance with
NZX Listing Rule 2.7.1 and offers himself
for re-election. You can read the
background details for Darc on page 9.
The board unanimously supports the
re-election of Darc as Director.
Resolution 3
The board has determined that
Darc Rasmussen qualifies as an
‘Independent Director’ for the
purposes of the NZX Listing Rules.
No nominations for persons for
appointment as a Director of Gentrack
were received by Friday, 6 January
2023, being the closing date for such
nominations as advised to the market
pursuant to NZX Listing Rule 2.3.2.
Consequently, no other person is
eligible to be appointed as a Director
of Gentrack at the annual meeting.
8

Darc Rasmussen
Independent
Non-Executive
Director
Darc is a seasoned
enterprise software
professional with over
25 years’ experience successfully
building and growing Software as
a Service (SaaS) and cloud-based
businesses across global markets.
Darc has spent his career working
and living in Europe, the USA and
Asia/Pacific, growing public and
private companies including Infor,
SAP, IntraPower (Trusted Cloud) and
Integrated Research (ASX:IRI).
Profile
Darc led the SAP (NYSE:SAP) global
CRM line of business, building it from
start-up to total annual revenues of
US$1.5 billion, establishing SAP as the
global leader in the CRM market. He
was CEO at Integrated Research (IR)
and led the company through a whole
of business transformation strategy
that delivered 70%+ growth in revenue
and profits along with a 4x+ growth in
the company’s market capitalisation.
During Darc’s tenure as CEO at IR he
led the development and execution of
a product and go to market strategy
that won IR the distinction of Gartner
“Cool Vendor” and established the
company as the global market leader
in the Unified Communications
Performance Management market.
Darc is currently a Non-Executive
Director on the Board of Objective
Corporation (ASX:OCL) and Gentrack
(NZX/ASX:GTK).
9

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/gtk23
You will require your Holder Number for
verification purposes.
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/gtk23

• 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.
Virtual Annual Meeting
For more detailed instructions on
how to attend the Annual Meeting,
see; bcast.linkinvestorservices.co.nz/
generic/docs/OnlinePortalGuide.pdf
We recommend you commence the
login process at least 15 minutes
before the meeting is due to begin.
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.
10

Virtual Annual Meeting
11
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 9.30am
(NZT) on Tuesday, 21 February 2023.
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 9.30am (NZT) on Tuesday,
21 February 2023. 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
Resolutions 1, 2 and 3 are to be
considered as separate resolutions.
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 Tuesday 21 February 2023.
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 questions, please contact
Gentrack’s Company Secretary on
+64 9 966 6090.

www.gentrack.com© 2023 Gentrack. All rights reserved.
About Gentrack
Utilities companies are at the sharp end of a volatile market, operating businesses in
unprecedented change, while also trying to create a more sustainable tomorrow.
For over 30 years, Gentrack has been partnering with the world’s leading utilities.
More than 50 energy and water companies rely on Gentrack.
Our g2.0 solution combines this wealth of experience with Salesforce’s unbeatable
CRM, Gentrack’s leading meter-to-cash platform and a composable architecture on
AWS. g2.0 ensures high performance, security, scalability, and rapid prototyping for
innovation at pace.
When it comes to transformations, you can count on us.

LODGE YOUR PROXY
Online:
vote.linkmarketservices.com/GTK
Scan & email:
meetings@linkmarketservices.com
Deliver:
Link Market Services
Level 30, PwC Tower
15 Customs Street West, 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/gtk23 at 9.30am (New Zealand time) on Thursday, 23 February 2023. You will require your Holder Number for verification
purposes.
The annual shareholder meeting will be held virtually. We have taken the decision to conduct a virtual only meeting again this year given the global nature
of our business. Our chief executive officer (CEO), chief financial officer, other key executives, and the majority of board members, including the Chair,
are located in the United Kingdom or Australia. Their attendance in person at the meeting would result in significant cost to Gentrack, as well as other
logistical challenges. You can 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 9.30am, Tuesday 21 February 2023.

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
Given his interest in resolution 1, Gary and his ‘Associated Persons’ (as that term is defined in the NZX Listing Rules) will not vote on resolution 1.
Gentrack will disregard any votes cast on resolution 1 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 1, in accordance with express instructions to vote for or against
the resolution.
Attending the meeting
The 2023 Annual Meeting will be held online only and shareholders can attend at www.virtualmeeting.co.nz/gtk23. 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 9.30am on Thursday, 23 February 2023 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, for the purposes of NZX Listing Rule 4.2.4, the terms of the remaining performance
rights to be issued to Gary Miles be amended in accordance with the terms and conditions
set out in this Notice of Meeting.
   
2.
That the directors are authorised to fix the remuneration of Ernst & Young as auditor of
Gentrack Group Limited for the ensuing year.
   
3. That Darc Rasmussen 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 9.30am on Tuesday 21 February 2023. The Board will endeavour to 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 ____________
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