Notice of Annual Meeting

Notice of
Annual
Meeting

2024
Gentrack Group Limited

Dear Shareholder
I invite you to the annual
shareholder meeting of Gentrack
Group Limited (“Gentrack”) on
Wednesday, 28 February 2024 at
10am (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 2023 and our plans for the
financial year to 30 September 2024 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:
• The re-election of Andy Green,
Gary Miles and Stewart Sherriff as
directors of Gentrack as they retire
by rotation and offer themselves for
re-election at the meeting.
• The remuneration of Ernst & Young
as Gentrack’s auditor.
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 10am (NZT) on
Monday 26 February 2024. 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
19 January 2024
2
Letter from the Chair:
Annual Shareholder Meeting

3
Notice is hereby given that the 2024
annual meeting of shareholders of
Gentrack Group Limited (“Gentrack”)
will be held virtually at 10am (NZT) on
Wednesday, 28 February 2024.
Shareholders may attend and
participate in the meeting virtually
via the Link Market Services Meetings
Platform at:
www.virtualmeeting.co.nz/gtk24
Instructions on how to attend the
meeting are included in the important
information at the end of this notice.
Order of business:
a) Chairman’s introduction;
b) Addresses to shareholders;
c) Shareholder questions; and
d) Ordinary resolutions.
Notice of Annual Meeting
of Shareholders
Ordinary resolutions
To consider, and if thought fit, to pass
the following ordinary resolutions:
1. Re-election of Andy Green: that
Andy Green be re-elected as a
director of Gentrack.
2. Re-election of Gary Miles: that Gary
Miles be re-elected as a director of
Gentrack.
3. Re-election of Stewart Sherriff: that
Stewart Sherriff be re-elected as a
director of Gentrack.
4. Auditor remuneration: that the
directors are authorised to fix the
remuneration of Ernst & Young as
auditor of Gentrack for the
ensuing year.
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 7-9. Please read and
consider the resolutions together
with the notes.
By order of the board.
Andy Green, CBE
Chair
19 January 2024

NZX Listing Rule 2.7.1 requires that
Gentrack’s directors must not hold
office without re-election past the
third annual shareholder meeting
following their appointment or three
years, whichever is longer. Andy
Green, Gary Miles and Stewart Sherriff
were last elected at the 2021 annual
shareholder meeting and therefore will
retire from office at this year’s annual
meeting. Being eligible, each of Andy,
Gary, and Stewart offer themselves for
re-election.
The board has determined that Andy
and Stewart are Independent Directors
as defined in the NZX Listing Rules.
As Gary is a Gentrack employee, the
board has determined that Gary does
not qualify as an Independent Director
as defined in the NZX Listing Rules.
Brief biographies of each director are
set out on pages 5-6.
The board of Gentrack confirms
its support for the re-election of
each of Andy, Gary and Stewart and
recommends that you vote in favour of
the resolutions at the meeting.
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 typically
proposed as a resolution at each
annual meeting of shareholders.
Accordingly, Gentrack shareholders
are being asked to pass an ordinary
resolution authorising the directors
to fix the auditor’s remuneration.
Resolutions
1-3
Resolution
4
4

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 Information Technology 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.
Andy is also the Chair of Lowell Group,
a Permira backed credit management
company, Senior Independent Director
at Airtel Africa, and Non-Executive
Director at Link Administration
Holdings, an ASX listed provider of
financial administration services.
Gary joined Gentrack in October 2020
following an extensive international
career in enterprise technology
innovation and cloud capabilities,
including serving on the leadership
team of Amdocs (NASDAQ:DOX), a
provider of cloud business software
and services to the communications
industry. At Amdocs he served as Chief
Marketing Officer and prior to this role,
was Division President and CTO, leading
strategy development, building
the product portfolio and sales
organisation as well as overseeing
Amdocs’ digital services, big data and
mobile engagement divisions.
He has also founded and successfully
scaled several technology companies
including jNetX, a next-generation
intelligent network platform for
communication service providers, prior
to its acquisition by Amdocs in 2009.
Gary is based in London.
Director profiles
5
Andy Green, CBE
Chairman
Gary Miles
Chief Executive Officer

Stewart Sherriff, with a successful 44-year
career, served as CEO of New Zealand’s
2degrees from August 2013, previously
holding the position of Chairman for 4
years. He retired in June 2019 and resigned
from the 2degrees Board in June 2022. He
began his career with British Telecom and
worked in 20 countries for various Telcos,
progressing from a technician to senior
management as the Head of Operations for
the Hong Kong operator, Smartone.

In 1997 he became CTO at Westen Wireless
before being seconded as CEO of Meteor,
Ireland’s third entrant mobile operator,
where he successfully competed against
Vodafone and O2. Additionally, Stewart held
significant roles at Trilogy International
Partners, overseeing operations in multiple
countries. Before chairing 2degrees, he
chaired Vega Slovenia, served as Vice
Chairman of Telering Austria, and served
on the boards of Vipnet Croatia, Voila Haiti,
Neuvatel Bolivia, and jNetX USA.
6
Stewart Sherriff
Non-Executive Director

7
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
Limited at:
www.virtualmeeting.co.nz/gtk24
You will need your CSN/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.
Procedural notes and
other information
How to attend the annual
meeting
Go to www.virtualmeeting.co.nz/gtk24
• 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 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.

8
Proxies
Any Gentrack shareholder entitled to
attend and vote at the meeting may
appoint a “proxy” to attend and vote
virtually on their behalf. A proxy need
not be a shareholder.
If you wish to appoint a proxy, you
can either direct your proxy how to
vote for you or let them decide how
they wish to vote on your behalf. If
you wish to give your proxy discretion,
then you must tick the appropriate
box. If you do not tick any box for the
resolution, then your proxy will abstain
from voting on that resolution.
The chair of the annual meeting is
willing to act as a proxy on behalf of
shareholders who wish to appoint
them for that purpose. The “Chair of
the Meeting” should be inserted as
the name of your proxy in the space
provided on the proxy form if you wish
the chair to act as your proxy.
The chair will vote in favour of the
resolutions to be considered at the
meeting other than the resolution
for his re-election, if appointed as a
discretionary proxy. He will abstain
from voting any discretionary proxies
given to him relating to the
resolution for his own
re-election.
If additional matters are raised
during the meeting which require a
shareholder vote, your proxy will be
entitled to vote on these additional
matters as he or she thinks fit.
You may complete your proxy
appointment either online or by
completing and returning the
proxy form provided with this
notice of meeting. Instructions are
set out below.
A company may appoint a person
to attend the meeting as its
representative in the same manner
as it may appoint a proxy.
Online proxy appointment
A shareholder entitled to attend the
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.
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 appointments must be
completed by no later than 10am (NZT)
on Monday 26 February 2024.

9
Completion and return of
physical proxy forms
In addition to completing a proxy
form online, any Gentrack shareholder
entitled to attend and vote at the
meeting may appoint a proxy by
completing and returning the proxy
form in one of the other methods
described on the reverse of the
proxy form.
The completed proxy form must be
received by Link Market Services
Limited by no later than 10am (NZT) on
Monday 26 February 2024. Proxy forms
received after this time will not be valid.
Shareholders who have appointed a
proxy may still attend the meeting
virtually (although they will not be
able to vote if a proxy has been
appointed).
Ordinary resolution
Each resolution will be voted on
separately as ordinary resolutions.
An ordinary resolution must be passed
by a simple majority of votes cast
by shareholders entitled to vote and
voting on the resolution in person or
by proxy.
Voting
Voting on the resolutions to be put
before the meeting will be conducted
by poll.
Voting entitlements for the meeting
will be determined as at 5pm (NZT)
on 26 February 2024. Registered
shareholders at that time will be the
only people entitled to vote, and
only the shares registered in those
shareholders’ names may be voted at
the meeting.
Further queries
If you have questions, please contact
Gentrack’s Company Secretary on
+64 9 966 6090.

www.gentrack.com© 2024 Gentrack. All rights reserved.
About
Gentrack
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.

---

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 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/gtk24 at 10am (New Zealand time) on Wednesday, 28 February 2024. You will require your Holder Number for verification
purposes.
The meeting will be held virtually. You can appoint your proxy to attend online and vote on the resolutions on the reverse of this Proxy Form 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 meeting can appoint a “proxy” to attend and vote by completing this Proxy Form. 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 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 10am, Monday 26 February 2024.

Voting of your holding
If you tick the ‘Discretion’ box for a particular resolution, you are allowing 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 votes for and against that resolution. If additional matters are raised during the meeting which require
a shareholder vote, your proxy will be entitled to vote on those additional matters as he or she thinks fit.

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 as your proxy. The Chair will vote in favour of the resolutions to be considered at the meeting, other than the
resolution for his re-election, if appointed as a discretionary proxy. He will abstain from voting any discretionary proxies given to him relating to the
resolution for his own re-election. If you return this Proxy 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.
Attending the meeting
The meeting will be held online only and shareholders can attend at www.virtualmeeting.co.nz/gtk24. You will require your Holder Number for verification
purposes. Shareholders will not be able to attend the meeting in person.
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 this Proxy Form.

Joint Holding
Where the holding is in more than one name, at least one joint shareholder should sign this Proxy 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 e-mail address
or failing him/her e-mail address
As my/our proxy to attend and vote on my/our behalf at the annual shareholder meeting of the company to be held at 10am on Wednesday, 28 February
2024 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 each resolution you must tick only one box. If you mark the ‘Abstain’ box for a resolution, you are directing your proxy not to vote on
your behalf, your votes will not be counted computing the required majority, for that resolution. If no box is ticked for a resolution, 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 Andy Green be re-elected as a director of Gentrack Group Limited.
   
2. That Gary Miles be re-elected as a director of Gentrack Group Limited.

   
3. That Stewart Sherriff be re-elected as a director of Gentrack Group Limited
   
4. That the directors are authorised to fix the remuneration of Ernst & Young as auditor of
Gentrack Group Limited for the ensuing year.
   



Please read the explanatory note and other information in the Notice of Meeting for further information in relation to the resolutions.

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 10am on Monday, 26 February 2024. The Board will endeavour to address and answer questions at the 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.