Notice of Special Meeting

Notice of
Special
Meeting

2023
Gentrack Group Limited

Dear Shareholder
I invite you to the special meeting
of Gentrack Group Limited
(“Gentrack”) which will be held
virtually via an online platform
provided by Gentrack’s share
registrar, Link Market Services at:
www.virtualmeeting.co.nz/gtksm23
on Tuesday, 10 October 2023 at
10am (NZT) (“Special Meeting”).
As with our last annual shareholder
meeting, we have taken the decision
to conduct a virtual only meeting and
this is considered appropriate given
this meeting is a special shareholder
meeting which is to consider a single
item of business. We are convening
the Special Meeting to ensure that
long term incentive arrangements are
in place close to the start of the FY24
financial year.
Message
from the
Chair
2

Background
Gentrack currently operates a senior
management long term incentive
scheme (“Senior Management LTI”)
under which each participating
employee (including our CEO, Gary
Miles) is offered “performance
rights”, with each performance right
representing a right to receive one
ordinary share in Gentrack once
the applicable vesting conditions
have been satisfied. The Senior
Management LTI is governed by a
set of rules and offers are made to
participants on specific terms from
time to time. In 2021, shareholders
approved the issue of three tranches
of performance rights to Gary and
the final tranche was granted in
October 2022.
The board is now proposing to issue
further performance rights to Gary
along with a grant to other members
of the senior management team. The
board intends to align the terms for
those awards, including:
• using both an earnings per share
(“EPS”) performance hurdle
and a share price appreciation
performance hurdle (as well
as a continued employment
requirement); and
• participants must retain at least
50% of shares that have been issued
to them on vesting for a period of
12 months.
The Gentrack share price would
need to increase significantly
from the current market price and
reach NZ$10.00 for the share price
appreciation hurdle to be satisfied for
all of the performance rights.
3
In order
to provide
participants
in the proposed
offer of performance
rights with confidence of
the performance rights they will
receive over the next three years, it
is proposed that the performance
rights for the financial years ending
30 September 2024, 2025 and 2026
are awarded to the initial recipients
selected by the board in one tranche
rather than on an annual basis.
However, vesting of the performance
rights will be measured annually
in each of those financial years
according to the vesting conditions
described in the Explanatory Notes in
this Notice of Meeting. There will be
a cap on the number of performance
rights which can vest on the first
vesting date.
For financial years after the year
ending 30 September 2026, the
board’s current intention is to reissue
a rights scheme at the appropriate
time as is the usual practise to ensure
continuity and talent retention.

Shareholder approval required
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. The proposed
issue of performance rights would in
aggregate exceed the 3% annual limit
set under NZX Listing Rule 4.6.
As a result, Gentrack will hold the
Special Meeting to seek the approval
by ordinary resolution of shareholders
to the proposed issue of performance
rights to Gary and other members of
the senior management team on the
terms and conditions described in
the Explanatory Notes to this Notice
of Meeting.
Shareholders attending and
participating at the Special Meeting
will be able to ask questions during
the Special Meeting.
Recommendations
As described in the Explanatory Notes
to this Notice of Meeting, the board’s
view is that the terms and conditions
applicable to the proposed award
of performance rights to the CEO
and other selected members of the
senior management team will drive
exceptional business performance over
the upcoming three financial years.
The removal of a tenure only
component and the introduction
of both a share price appreciation
performance hurdle and an EPS
performance hurdle means vesting of
all of the performance rights proposed
to be issued is directly linked to share
price increases, aligning management
reward with shareholder value, and
ensuring commitment to the growth
targets set by the board and our
current earnings guidance. It is on
this basis that the board recommends
shareholders vote in favour of the
resolution to approve the issue of
performance rights.
I encourage you to attend virtually
or appoint a proxy to attend virtually
and vote on the resolution on your
behalf. Proxy appointments must
be completed before 10am (NZT)
on Sunday, 8 October 2023. Further
details on how to attend the Special
Meeting virtually or appoint a proxy
are set out in the Procedural Notes
and Important Information in this
Notice of Meeting.
On behalf of the board, thank you for
your ongoing support of Gentrack.
We welcome your consideration
of, and participation in, the Special
Meeting on Tuesday, 10 October 2023.
Yours sincerely
Andy Green, CBE
Chair
22 September 2023
4

5
Notice is hereby given that a Special
Meeting of shareholders of Gentrack
Group Limited (“Gentrack”) will be
held virtually at 10am (NZT) on
Tuesday, 10 October 2023.
Shareholders may attend and
participate in the Special Meeting
virtually via the Link Market Services
Meetings Platform at:
www.virtualmeeting.co.nz/gtksm23
Instructions on how to attend the
meeting are included in the Procedural
Notes and Important Information at
the end of this Notice of Meeting.
Items of business
a) Chairman’s introduction and
address;
b) Shareholder discussion; and
c) Consideration of and voting on
the ordinary resolution.
Notice of Special Meeting
of Shareholders
Ordinary Resolution
To consider and, if thought fit, pass
the following ordinary resolution:
That, for the purposes of NZX
Listing Rule 4.2.1, up to 9,437,000
performance rights relating to the
three financial years ending 30
September 2024, 30 September
2025 and 30 September 2026 be
issued to Gary Miles and other
members of the senior management
team selected by the board on the
terms and conditions set out in the
Explanatory Notes to this Notice of
Meeting and the rules of Gentrack’s
Senior Management Long Term
Incentive Plan.
This resolution is to be considered
as an ordinary resolution and, to
be passed, requires the approval of
more than 50% of the votes of those
shareholders entitled to vote and
voting on the resolution.
Further information relating to the
resolution is set out in the Explanatory
Notes on pages 6-16. Please read and
consider the resolution together with
those notes.
By order of the board.
Andy Green, CBE
Chair
22 September 2023

Background
Gentrack currently 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 the applicable
vesting conditions are satisfied. The
vesting conditions are set when the
performance rights are granted.
Shareholders approved the issue of
performance rights to the managing
director and CEO of Gentrack (Gary
Miles) at the 2021 annual meeting of
shareholders. Those performance rights
were to be issued in three tranches and
the final tranche was issued to Gary in
October 2022.
On 30 September 2022 the Gentrack
board resolved to change the basis of
performance hurdles for Gentrack’s
long term incentive plan for senior
executives from a compound annual
growth rate (“CAGR”) of Gentrack’s
earnings per share (“EPS”) basis to
a share price appreciation basis.
This change was made in respect of
Gary’s performance rights following
shareholder approval at the 2023 annual
shareholders meeting. The reasons for
the change included that in the board’s
view a share price appreciation basis
better aligns with Gentrack’s strategic
investment strategy, provides clearer
performance targets, and is directly
linked to shareholder value.
Explanatory Notes
Proposed issue of performance
rights
The board has considered the long
term incentive arrangements for Gary
and other members of the senior
management team with a view to
putting in place arrangements for the
next three financial years.
Subject to shareholder approval, the
board proposes to issue in aggregate
up to 9,437,000 performance rights
to Gary and other members of the
senior management team selected by
the board in respect of the financial
years ending 30 September 2024,
30 September 2025 and 30 September
2026. These performance rights will be
issued to the initial recipients selected
by the board in one tranche, rather
than on an annual basis, and this is
expected to occur a short period after
the results of the shareholder vote
are known (assuming the resolution
is passed). However, vesting of the
performance rights will be measured
annually in each of those financial
years according to the vesting
conditions 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. The proposed
issue of performance rights would in
aggregate exceed the 3% annual limit
set under NZX Listing Rule 4.6.
6

Mr Miles currently has a relevant
interest in 887,468 issued shares in
Gentrack. He has also been issued
with 943,528 unvested performance
rights as at the date of this document.
If all of those existing performance
rights, together with all of the
performance rights proposed by the
shareholder resolution were to vest,
Mr Miles would hold 4,284,996 shares,
representing approximately 3.73% of
Gentrack shares expected to be on
issue at that time. This assumes that
all performance rights vest (including
those held by persons other than
Mr Miles) and that Mr Miles does not
buy or sell any additional shares and
that Gentrack does not issue any
other shares.
A description of the key terms of the
performance rights is set out below
and worked examples follow at the
end of this section.
Key terms
The key terms of the proposed
issue of performance rights are
set out below:
• each performance right represents
a right to receive one Gentrack
ordinary share, subject to
satisfaction of vesting conditions
including performance hurdles
(where applicable). Each ordinary
share issued on vesting of
performance rights will rank
equally with all other ordinary
shares in Gentrack;
• no consideration is payable to
receive a performance right or
a share on vesting of a
performance right;
• Gentrack will issue up to 9,437,000
performance rights, to be issued
as soon as practicable after
the Special Meeting (subject to
shareholder approval), divided
as follows:
• 2,454,000 performance rights
will be issued to the CEO,
Gary Miles; and
• up to 6,983,000 performance
rights will be issued to other
members of Gentrack’s senior
management team (this is
expected to comprise up to 11
individuals initially with some
allowance for these performance
rights to be issued in the future
should a new senior executive
join Gentrack and be selected
by the board to receive
performance rights);
• the board does not intend to issue
further performance rights to the
initial recipients with respect to the
financial years ending 30 September
2024, 30 September 2025 and
30 September 2026;
• performance rights that lapse prior
to vesting may be re-allocated
to new members of the senior
management team (for example,
to fill new roles within the senior
management team);
7

• the allocation of performance
rights to each participant is
determined by the board based on
an assessment of factors relating
to the participant’s contribution
to Gentrack (for example, length of
employment and seniority of his or
her role);
• there are three potential vesting
dates on which the performance
rights may vest, depending on
whether applicable performance
hurdles have been met. The potential
vesting dates will be shortly after
the release of Gentrack’s audited
financial statements for the
financial years ending 30 September
2024, 30 September 2025 and
30 September 2026;
• the performance hurdles required
to be met at each vesting date are
an EPS hurdle for the respective
financial year immediately prior
to the vesting date, a share price
appreciation hurdle and continued
employment with Gentrack (subject
to limited exceptional circumstances
approved by the board);
• the EPS hurdle must be met for
any performance rights to vest at
the relevant vesting date (if that
does not occur, it will not matter
that the share price appreciation
hurdle has been met). The EPS
hurdle is a defined number for each
of the financial years ending
30 September 2024, 30 September
2025 and 30 September 2026 and
is based on satisfying current
earnings guidance.
The EPS hurdles for the respective
financial years are as set out below:
• NZ$0.16 in respect of the financial
year ending 30 September 2024;
• NZ$0.19 in respect of the
financial year ending
30 September 2025; and
• NZ$0.22 in respect of the
financial year ending
30 September 2026.
For these purposes EPS is that
reported in Gentrack’s audited
financial statements for the
relevant financial year with
adjustments made to Net Profit
After Tax to reflect:
• expensing amounts capitalised
in the year (if any) in respect of
research and development;
• adding back any amortisation of
intangible assets;
• adding back the (non-cash)
accounting charge for share-
based payments; and
• adjusting for the tax or deferred
tax impact on the items set
out above.
Where shares have been
issued following vesting of the
performance rights issued in this
tranche, or vesting is expected
in respect of those performance
rights, those shares are also
excluded from the calculation of
EPS in respect of this hurdle.

8

The board also retains discretion
to make adjustments to reflect
accounting policy changes or
extraordinary circumstances with a
significant impact (e.g. impairments,
revaluations, restructuring
activities) or in the event of a
corporate acquisition or disposal
by Gentrack;
• provided that the EPS hurdle is
satisfied at the relevant vesting
date, the share price appreciation
hurdle determines how many (if any)
performance rights will vest at the
relevant vesting date and in respect
of the second and third vesting
dates (if applicable), this takes into
account any performance rights
that have vested at the preceding
vesting date(s).
The share price used to assess
the share price appreciation
hurdle is to be calculated as the
volume weighted average price of
Gentrack’s shares as quoted on
the NZX Main Board and the ASX
(including both on-market and
off-market trades) over the ten
trading days immediately following
the release of Gentrack’s audited
financial statements for the
financial year immediately prior to
the relevant vesting date (“VWAP
share price”).
If the board decides to commence
dividend payments or pay a special
dividend, then when measuring the
share price appreciation hurdle,
the gross amount of any dividend
will be added to the VWAP share
price (references to the VWAP share
price below will incorporate this
adjustment as applicable).
The number of performance rights
which vest will depend upon
the extent of VWAP share price
appreciation (subject to the EPS
hurdle having been satisfied). The
share price appreciation hurdle will
not be satisfied with respect to
a vesting date if the VWAP share
price on that vesting date is less
than NZ$5.00. The share price
appreciation hurdle is satisfied for
all unvested performance rights on
a vesting date if the VWAP share
price calculated for purposes of
that vesting date is more than
NZ$10.00.
9

An incremental vesting scale applies
should the VWAP share price used to
assess the share price appreciation
hurdle be between NZ$5.00 and
NZ$10.00 with respect to a vesting
date as shown in the table on page
11. The table sets out the cumulative
number of performance rights that
can vest at each VWAP share price
level across all vesting dates.
Irrespective of the VWAP share price
on the first vesting date, no more
than 3,565,000 performance rights
may vest on the first vesting date.
When assessing how many (if any)
performance rights will vest at the
VWAP share price on the second and
third vesting dates, any performance
rights that have vested on a previous
vesting date would be deducted
from the number of performance
rights to vest on that vesting date in
accordance with the table on page 11.
Refer to the worked examples on
pages 13-15 for a description of how
the share price appreciation hurdle
would work in practice.
10

VWAP share price
(NZD)
Cumulative number of performance rights that can vest
(000s) over the vesting dates
CEOOthersTotal
Less than $5.00---
$5.00 to $5.492737761,049
$5.50 to $5.994911,3961,887
$6.00 to $6.497092,0172,726
$6.50 to $6.999272,6383,565
$7.00 to $7.491,1453,2594,404
$7.50 to $7.991,3633,8805,243
$8.00 to $8.491,5814,5006,081
$8.50 to $8.991,7995,1216,920
$9.00 to $9.492,0175,7427,759
$9.50 to $9.992,2356,3638,598
>$10.002,4546,9839,437
11

• in addition to the EPS and share
price appreciation performance
hurdles, the participant must
be in continued employment
with Gentrack in order for any
performance rights to vest on a
potential vesting date (subject to
limited exceptional circumstances
approved by the board);
• if the performance hurdles are not
satisfied on a vesting date, they
may be “re-tested” at the next
vesting date (at the applicable
performance hurdle thresholds,
described above) meaning the
opportunity for performance rights
to vest is not forfeited merely
because the performance hurdles
are not satisfied on a single
vesting date;
• in the event of a takeover or
scheme of arrangement, the EPS
performance hurdle will not apply
and the share price appreciation
performance hurdle would be
measured based on a share price
offered to Gentrack shareholders
under the takeover or scheme of
arrangement; and
• except to the extent that additional
shares are required to be sold to
satisfy a participant’s tax liability,
participants must retain at least
50% of the Gentrack shares issued
to them for 12 months following the
relevant vesting date.
The performance rights will also be
issued subject to the rules of the
Senior Management LTI (“Scheme
Rules”). A summary of some of the key
provisions of the Scheme Rules is set
out below:
• performance rights do not entitle
the holder to vote at a shareholder
meeting or participate in dividends
or other distributions paid by
Gentrack;
• performance rights may only be
transferred in limited circumstances
(such as with the approval of
the board, upon death of the
holder or upon re-allocation to
another participant in the Senior
Management LTI);
• performance rights held by a
participant will lapse if the person
ceases to be an employee of the
Gentrack group, unless the board
determines that the person ceases
employment as a result of an
“Involuntary Event” (in which case
a participant will be entitled to
retain a pro rata portion of their
performance rights based on the
portion of time which has expired
prior to the vesting date when they
cease to be an employee);
• the board may forfeit the
performance rights held by a
participant where the board
decides that the participant has
acted fraudulently or dishonestly
or wilfully breached his or her duties
to Gentrack;
12

• in the event of any reorganisation of
the share capital of Gentrack or any
significant or special distribution to
shareholders (excluding any interim
or final cash dividend generally
consistent with past practice),
the board will revise the number
of performance rights held by
each participant to ensure a fair
treatment as between participants
and shareholders; and
• the board may amend the rules
of the Senior Management LTI
(including with retrospective effect)
provided that, except in limited
circumstances, the consent of a
participant must be obtained if the
amendment materially reduces the
rights of that participant in respect
of their existing performance rights.
13
Worked examples
The worked examples set out in the
table across pages 14-15 assume: (a)
all participants remain employed by
Gentrack on each of the potential
vesting dates; and (b) all performance
rights set out in the table on page 11
are on issue (refer to the vesting scale
set out in the table on page 11).
For purposes of the worked examples:
• “Vesting Date 1” means the first
vesting date of the performance
rights, being a date shortly after
the release of Gentrack’s audited
financial statements for the
financial year ending
30 September 2024;
• “Vesting Date 2” means the second
vesting date of the performance
rights, being a date shortly after
the release of Gentrack’s audited
financial statements for the
financial year ending
30 September 2025; and
• “Vesting Date 3” means the
third and final vesting date of
the performance rights, being a
date shortly after the release
of Gentrack’s audited financial
statements for the financial year
ending 30 September 2026.

FactsOutcome
Worked
Example 1
• At Vesting Date 1 the
EPS hurdle is met and
the VWAP share price is
NZ$4.90.
• At Vesting Date 2 the
EPS hurdle is met and
the VWAP share price is
NZ$5.75.
• At Vesting Date 3 the
EPS hurdle is met and
the VWAP share price is
NZ$7.26.
• No performance rights vest on
Vesting Date 1 given the VWAP
share price is less than NZ$5.00.
• On Vesting Date 2, 1,887,000
performance rights vest given
the EPS hurdle is satisfied and
the VWAP share price is between
NZ$5.50 and NZ$5.99.
• On Vesting Date 3, a further
2,517,000 performance rights vest
given the EPS hurdle is satisfied and
the VWAP share price is between
NZ$7.00 and NZ$7.49 (being
4,404,000 performance rights less
1,887,000 that have already vested).
Worked
Example 2
• At Vesting Date 1 the
EPS hurdle is met and
the VWAP share price is
NZ$5.15.
• At Vesting Date 2 the
EPS hurdle is not met
and the VWAP share
price is NZ$7.10.
• At Vesting Date 3 the
EPS hurdle is met and
the VWAP share price is
NZ$6.90.
• On Vesting Date 1, 1,049,000
performance rights vest given
the EPS hurdle is satisfied and
the VWAP share price is between
NZ$5.00 and NZ$5.49.
• No performance rights vest on
Vesting Date 2 because the EPS
hurdle is not satisfied. However,
further vesting may occur on
Vesting Date 3 if the applicable
performance hurdles are satisfied
on that date.
• On Vesting Date 3, a further
2,516,000 performance rights vest
given the EPS hurdle is satisfied and
the VWAP share price is between
NZ$6.50 and NZ$6.99 (being
3,565,000 performance rights
less 1,049,000 already vested on
Vesting Date 1).
14

15
FactsOutcome
Worked
Example 3
• At Vesting Date 1 the
EPS hurdle is met and
the VWAP share price is
NZ$6.18.
• At Vesting Date 2 the
EPS hurdle is met and
the VWAP share price is
NZ$5.91.
• At Vesting Date 3 the
EPS hurdle is met and
the VWAP share price is
NZ$6.52.
• On Vesting Date 1, 2,726,000
performance rights vest given
the EPS hurdle is satisfied and
the VWAP share price is between
NZ$6.00 and NZ$6.49.
• No performance rights vest on
Vesting Date 2 because the VWAP
share price has declined since
Vesting Date 1 and the number
of performance rights to vest in
accordance with the vesting scale
(i.e. 1,887,000) is less than the
number of performance rights that
have already vested on Vesting
Date 1.
• On Vesting Date 3, 839,000
performance rights vest (being
3,565,000 performance rights
less 2,726,000 performance rights
that have already vested) because
the EPS hurdle is satisfied and
the VWAP share price is between
NZ$6.50 and NZ$6.99.

Dilution
If all of the performance rights were to
vest, this would result in the issue of
9,437,000 shares (representing 9.28%
of the current issued share capital
of Gentrack). It is important to note
however that the proposed grant
comprises all of the performance
rights intended to be issued under the
Senior Management LTI for the three
financial years ending 30 September
2024, 30 September 2025 and 30
September 2026. In the past, grants
of performance rights have generally
been made by the board each year.
Any existing unvested performance
rights already granted under the
Senior Management LTI and the other
Gentrack long term incentive scheme
known as the Gentrack Talent LTI,
including with respect to the current
financial year ending 30 September
2023, will remain on issue. It is
expected that 1,677,116 performance
rights already on issue under these
LTI schemes will vest during the
financial year ending 30 September
2024 (representing a further 1.65%
of the current issued share capital
of Gentrack). 1,922,308 performance
rights would remain unvested after
that vesting.
Rationale
The board considers that an initial
grant of performance rights to
cover the next three financial years
will incentivise the CEO and other
members of senior management
to drive exceptional business
performance that significantly
outperforms market benchmarks.
The vesting of
performance
rights is dependent upon
VWAP share price increases (subject to
also satisfying the EPS performance
hurdle and continued employment
with Gentrack at the relevant vesting
date), having the effect of aligning
management reward with shareholder
value. None of the performance rights
issued under the proposed grant vest
on the basis of tenure only, which is a
change the board has made in respect
of this grant of performance rights.
The board’s view is that requiring the
CEO and senior executives to retain
more than 50% of the shares issued
to them following any vesting of the
performance rights granted to them
in respect of the next three financial
years focuses the senior management
team on delivering a sustainable
increase in VWAP share price and
supports retention in the financial
years subsequent to the year ending
30 September 2026.
The issue of performance rights
will not proceed as proposed if
the resolution is not passed by
shareholders because the proposal
requires shareholder approval
under the NZX Listing Rules. If
the resolution is not passed, the
board would consider the feedback
from shareholders and alternative
arrangements. Any decision would be
subject to compliance with applicable
NZX Listing Rules.
The board recommends that
shareholders vote in favour of the
resolution.
16

17
Virtual Special 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/gtksm23
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 Special
Meeting:
Go to:
www.virtualmeeting.co.nz/gtksm23
• 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.
Procedural Notes and
Important Information
For more detailed instructions on
how to attend the Special 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.
Voting restrictions
Gary Miles and each of the other
members of the senior management
team expected to receive performance
rights and who are shareholders of
Gentrack and each of their ‘Associated
Persons’ (as that term is defined in
the NZX Listing Rules) are subject to
voting restrictions in relation to the
resolution to be considered at the
Special Meeting.
Gentrack will disregard any votes
cast on the resolution by those
individuals 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 the
resolution, in accordance with express
instructions to vote for or against
the resolution.
If a person is disqualified from voting
(as outlined above), but is appointed
as a discretionary proxy, that
person will be ineligible to vote on
motions from the floor (if any), as the
discretionary proxy will not be valid.

Proxies
Any shareholder entitled to attend and
vote at the virtual Special 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 the resolution.
The chair of the Special 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 the enclosed proxy form
if you wish the chair to act. The chair
will vote in favour of the resolution 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
Special 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 10am (NZT)
on Sunday, 8 October 2023.
18

19
Completion and return of
physical proxy forms
A shareholder entitled to attend the
Special Meeting and vote may appoint
a proxy by completing and returning
the proxy form in one of the methods
described on the proxy form.
The completed proxy form must be
received by Link Market Services by
no later than 10am (NZT) on Sunday,
8 October 2023. Forms received after
this will not be valid.
Shareholders who have appointed
a proxy may still attend the Special
Meeting virtually (although they will
not be able to vote if a proxy has
been appointed).
Ordinary resolution
An ordinary resolution is one passed
by a simple majority of votes cast
by shareholders entitled to vote and
voting on the resolution in person or
by proxy.
If the resolution is not passed,
Gentrack would not be able to proceed
with issuing the proposed number of
performance rights.
Voting
Voting entitlements for the Special
Meeting will be determined as at 5pm
(NZT) on Sunday, 8 October 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
We are entering a new era, with utilities worldwide transforming to
meet business and sustainability targets. For over 35 years Gentrack
has been partnering with the world’s leading utilities, and more than
60 energy and water companies rely on us.
Gentrack, with our partners Salesforce and AWS, are leading today’s
transformation with g2.0, an end-to-end product-to-profit solution.
Using low code / no code, and composable technology, g2.0 allows
utilities to launch new propositions in days, reduce cost-to-serve
and lead in total experience.

31849023

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 FOR GENTRACK GROUP LIMITED SPECIAL MEETING
Notice is hereby given that a Special Meeting of shareholders of Gentrack Group Limited (“Gentrack”) will be held online via the Link Market Services
Meetings Platform at www.virtualmeeting.co.nz/gtksm23 at 10.00am (New Zealand time) on Tuesday, 10 October 2023. To attend the online Special
Meeting, you will need your Holder Number for verification purposes.
The Special Meeting will be held virtually. As with our last annual shareholder meeting, we have taken the decision to conduct a virtual only meeting and
this is considered appropriate given this meeting is a special shareholder meeting which is to consider a single item of business.
If you propose not to attend the Special Meeting and want to appoint a proxy you can appoint your proxy and vote on the resolution 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 Special Meeting can appoint a “proxy” to attend and vote. A proxy does not have to 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 tick a box for the 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 10.00am, Sunday, 8 October 2023.

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

Appointing the Chair of the Meeting as your proxy
The Chair of the Special 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 intends to vote discretionary proxies in favour of the resolution. 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
Gary Miles and each of the other members of the senior management team expected by the board to receive performance rights as a result of the
resolution who are shareholders of Gentrack (and each of their ‘Associated Persons’ (as that term is defined in the NZX Listing Rules)) are subject to
voting restrictions in relation to the resolution to be considered at the Special Meeting.
Gentrack will disregard any votes cast on the resolution by Gary and those individuals 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 the resolution, in accordance with express
instructions to vote for or against the resolution.
Attending the meeting
The Special Meeting will be held online only and shareholders can attend at www.virtualmeeting.co.nz/gtksm23. You will need your Holder Number for
verification purposes.
A corporation may appoint a person to attend and vote virtually on the day of the Special 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 this 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

31849023

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 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 Special Meeting of the Company to be held at 10.00am on Tuesday, 10 October 2023 and at
any adjournment of that Special Meeting.
STEP 2: ITEM 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 tick the ‘Abstain’ box, you are directing your proxy not to vote on your behalf and your
vote will not be counted when computing the required majority. If no box is ticked, your proxy will abstain from voting.

Tick (✓) in box to vote
To consider and, if thought fit, pass the following ordinary resolution:
For Against Abstain Discretion
1. That, for the purposes of NZX Listing Rule 4.2.1, up to 9,437,000 performance rights relating
to the three financial years ending 30 September 2024, 30 September 2025 and 30
September 2026 be issued to Gary Miles and other members of the senior management
team selected by the board on the terms and conditions set out in the Explanatory Notes to
this Notice of Meeting and the rules of Gentrack’s Senior Management Long Term Incentive
Plan.
   

And to vote on any resolution to amend the resolution, on the resolution so amended, and on any other resolution proposed at the Special Meeting (or
any adjournment thereof). Unless otherwise instructed as above, the proxy will vote on the resolution as he/she sees fit, or may abstain from voting. The
proxy is appointed only in respect of the above Special Meeting or any adjournment thereof.

STEP 3: SHAREHOLDER QUESTIONS
Shareholders attending the Special Meeting virtually will have the opportunity to ask questions during the meeting in relation to the proposed resolution.
If you cannot attend the Special 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. Questions will need to be
submitted by 10.00am on Sunday, 8 October 2023. The Board will endeavour to address and answer questions at the Special 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 this Proxy Form by mail and wish to receive your future investor
communications by email please provide your email address below.