Notice of Annual Meeting 2025

Notice of
Annual
Meeting

2025
Gentrack Group Limited

Dear Shareholder
I invite you to the annual shareholder
meeting of Gentrack Group Limited
(“Gentrack”) on Wednesday, 26
February 2025 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 2024 and our plans for the
financial year to 30 September 2025 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 Fiona Oliver as a
director of Gentrack as she retires
by rotation and offers herself for
re-election at the meeting.
• The election of Gillian Watson as a
director of Gentrack, having been
appointed by the Board and only
holding office until the annual
shareholder meeting, offers herself
for election at the meeting.
• The remuneration of Ernst & Young
as Gentrack’s auditor.
• The increase in the fee cap for
remuneration of the directors.
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 24
February 2025. 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
20 January 2025
Letter from the Chair:
Annual Shareholder Meeting
2

Notice is hereby given that the 2025
annual meeting of shareholders of
Gentrack Group Limited (“Gentrack”)
will be held virtually at 10am (NZT) on
Wednesday, 26 February 2025.
Shareholders may attend and
participate in the meeting virtually via
the MUFG Corporate Markets Meetings
Platform at
www.virtualmeeting.co.nz/gtk25
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.
Ordinary resolutions
To consider, and if thought fit, to pass
the following ordinary resolutions:
1. Re-election of Fiona Oliver: that
Fiona Oliver be re-elected as a
director of Gentrack.
2. Election of Gillian Watson: that
Gillian Watson, appointed by the
Board on 1 June 2024, be elected as
a director of Gentrack.
Notice of Annual Meeting
of Shareholders
3
3. Auditor remuneration: that the
directors are authorised to fix the
remuneration of Ernst & Young as
auditor of Gentrack for the
ensuing year.
4. Director’s remuneration: That
the aggregate maximum annual
remuneration for directors be
increased from $800,000 to
$850,000 (Note that executive
directors are not paid
director’s fees).
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
20 January 2025

Re-election of Fiona Oliver and
Election of Gillian Watson
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. Fiona Oliver
was last elected at the 2022 annual
shareholder meeting and therefore will
retire from office at this year’s
annual meeting.
Gillian Watson was appointed by the
Board on 1 June 2024. NZX Listing
Rule 2.7.1 also requires that a director
appointed by the Board must not hold
office (without re-election)
past the next annual meeting
following the director’s appointment.
Being eligible, Fiona Oliver offers
herself for re-election and Gillian
Watson offers herself for election.
The Board has determined that Fiona
and Gillian are Independent Directors
as defined in the NZX Listing Rules.
Brief biographies of each director
are set out below. The Board of
Gentrack confirms its support
for the re-election of Fiona
and the election of Gillian and
recommends that you vote in
favour of the resolutions at
the meeting.
Resolutions
1 and 2
4
Fiona Oliver
Non-Executive Director
Fiona is an experienced
director. Fiona’s board roles
include being a director of Freightways
Limited (NZX/ASX), Summerset Group
Holdings Limited (NZX/ASX), Kingfish
Limited, Barramundi Limited and
Marlin Global Limited (NZX) and the
Clarus (previously First Gas) Group
companies. Fiona is also a board
member of the Guardians of the New
Zealand Superannuation Fund. Fiona’s
former roles being a director of Tilt
Renewables Limited (NZX/ASX), BNZ Life
Insurance Limited and BNZ Life Services
Limited, Wynyard Group Limited (NZX)
(in liquidation) and Crown entities,
Public Trust, and the National Provident
Fund. Fiona received the New Zealand
Shareholders Association Beacon
Award in 2021.
Fiona has executive level leadership
experience in asset management,
funds management and private
equity, including holding the roles
of Chief Operating Officer of BT
Funds Management (NZ), Westpac’s
investment arm, and General Manager,
Wealth Management (NZ) for AMP
Limited. Fiona also managed the Risk
and Operations function of AMP’s
Sydney and (owned at the time)
London based Private Capital division.
Prior to her management career,
Fiona practiced as a corporate and
commercial lawyer at a senior level
in Auckland, Sydney and London,
specialising in mergers and acquisitions.
Director profiles

Gillian Watson
Non-Executive Director
Gillian is an experienced
chair and non-executive
director with a portfolio largely
concentrated on the energy sector
and private equity/investment space
across multiple geographies and
ownership structures. A strategist
with a background in corporate
finance, Gillian started her career with
Morgan Stanley working on IPOs and
M&A, working both internationally
and across sectors. She moved into
the energy market in the UK with
Eastern Group PLC in corporate
finance strategy roles. She later joined
Endesa SA, the BME-listed integrated
energy business with assets across
Spain, Portugal, Italy, France and
Latin America. Her executive career
culminated as CEO of life sciences
company, Giltech.

She currently serves on the board
of two SMEs in the energy sector
that focus on the green transition:
she chairs the UK-based EV charging
port business, char.gy, and is a non-
executive director of renewables
power system support business,
Statera Energy. She also sits on
two listed businesses: BME-listed
glass manufacturer, Vidrala SA, and
LSE-listed specialty agriculture and
engineering company, Carr’s. Gillian
leads origination and transaction
execution for power and energy
businesses at Scottish-headquartered
investment bank, Noble & Co, in a part-
time capacity. She has an additional
non-executive role with DC 25
Investment Fund.

Gillian brings past and present
knowledge and connectivity in
the global energy sector. With an
executive career spanning roles
in investment banking, corporate
finance, strategy and general
management, she brings a breadth of
experience and a demonstrable track
record of overseeing business growth
and change at publicly
listed companies.
5

6
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.
Resolution 3

Directors’ remuneration fee cap
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 2021
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
$800,000 to $850,000 per annum. This
fee pool is for non-executive directors
only, as director’s fees are not paid
to executive directors (such as Gary
Miles). Gentrack operates in international
markets and needs to attract high
quality directors from Europe, Australia
and in the future, potentially, Asia.
Gillian Watson was recently appointed
to the Board and is based in the United
Kingdom. Following her appointment,
the Board adopted a new fee structure
commencing 1 July 2024 so that
director remuneration is standardised
internationally (although remains
within the current cap of $800,000). In
adopting this fee structure, the Board
has considered a review of benchmarking
data in relation to the fee pool and
fees paid to Gentrack’s non-executive
directors prepared by KPMG. The Board
reviewed this benchmarking data and
based on a comparison of Gentrack’s
directors’ fees to the market data,
consider the current remuneration levels
set out in the table below are appropriate
and aligned to the international nature of
Gentrack’s business. 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 introduced are fair and
reflective of market conditions. This has
brought the total directors fees paid
annually close to the current cap of
$800,000 which is allocated as follows:
Non-executive directors ($100,000 x 4 directors) 400,000
Board Chair (no extra fees for Audit and Risk Committee
and People & Culture Committee memberships) 300,000
Audit & Risk Committee Chair 20,000
Audit & Risk Committee Member ($10,000 x one director) 10,000
People & Culture Committee Chair 15,000
People & Culture Committee Member ($7,500 x two directors) 15,000
Potential annual fees of $5,000 for directors who travel
overseas for a board meeting ($5,000 x 5 directors) 25,000
Total directors’ remuneration 785,000
Current Remuneration $NZ
Resolution 4
7

Gentrack employs an unbundled
model for directors’ remuneration,
where base fees are paid to each
non-executive director as members of
the Board and separate fees are paid
for participation in the committees
of the Board, having regard to the
expected commitment required
(except for the Chair, who is paid a
set fee including membership of both
Board committees). The fees set do
not include director expenses or fees
agreed to be paid for unscheduled
additional work requested of directors.
As part of its review of directors’
remuneration, the Board considered
whether the aggregate maximum
remuneration limit provides sufficient
flexibility if changes to director
remuneration are determined to be
appropriate in future. This may occur,
for example, if changes to committee
composition are appropriate to best
achieve the Company’s strategic
goals, for one-off project work or
for accommodating for inflation in
coming years. The Board considers
that the current approved maximum of
$800,000 per annum does not provide
that flexibility and assurance.
If Resolution 4 is passed, the increase
to the potential aggregate amount of
directors’ remuneration will take effect
on and from 1 March 2025, however
no immediate increases in fees are
planned. Any unused part of the
pool in any year is not carried
forward to future years.
8
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 4.
Gentrack will disregard any votes cast
on resolution 4 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 4,
in accordance with express instructions
to vote for or against the resolution.

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, MUFG Corporate
Markets at:
www.virtualmeeting.co.nz/gtk25
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.
Shareholder guestions
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 MUFG
Corporate Markets in the envelope
enclosed.
Questions will need to be submitted by
10am on Monday, 24 February 2025.
The Board will endeavour to address
and answer questions at the meeting.
Procedural notes and
other information
How to attend the Annual
Meeting
Go to: www.virtualmeeting.co.nz/gtk25

• 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 https://bcast.linkinvestorservices.
co.nz/MUFG/MUFG_
VirtualMeetingGuide.pdf
We recommend you commence the
login process at least 15 minutes
before the meeting is due to begin.
9

10
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 however the “Chair of the
Meeting” will be excluded from voting
any undirected votes on resolution 4.
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 on the right.
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
MUFG Corporate Markets 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, 24 February 2025.
You can still attend the meeting
virtually if you appoint a proxy,
although you will not be able to vote.

11
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 MUFG Corporate
Markets by no later than 10am (NZT)
on Monday, 24 February 2025. 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 resolutions
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 24 February 2025. 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
MUFG Corporate Markets on
+64 9 375 5998

© 2025 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.
www.gentrack.com

---

LODGE YOUR PROXY
Online:
vote.linkmarketservices.com/GTK
Scan & email:
meetings@linkmarketservices.com
Deliver:
MUFG Corporate Markets
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 MUFG Corporate Market (formerly Link
Market Services) Meetings Platform at www.virtualmeeting.co.nz/gtk25 at 10am (New Zealand time) on Wednesday, 26 February 2025. 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 MUFG Corporate Markets (formerly Link Market Services Limited) no later than 10am, Monday 24 February 2025.

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 if appointed as a
discretionary proxy, however will not vote any discretionary votes on resolution 4. 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.
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 4.
Gentrack will disregard any votes cast on resolution 4 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 4, in accordance with express instructions to vote
for or against the resolution.
Attending the meeting
The meeting will be held online only and shareholders can attend at www.virtualmeeting.co.nz/gtk25. 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 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:
MUFG Corporate Markets
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, 26 February
2025 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 Fiona Oliver be re-elected as a director of Gentrack.
   
2. That Gillian Watson, appointed by the Board on 1 June 2024, be elected as
a director of Gentrack.

   
3. That the directors are authorised to fix the remuneration of Ernst & Young as auditor of
Gentrack for the ensuing year.

   
4.
That the aggregate maximum annual remuneration for directors be increased from $800,000
to $850,000.
   



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 MUFG Corporate Markets (formerly Link Market Services)
in the envelope enclosed. Questions will need to be submitted by 10am on Monday, 24 February 2025. 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.