Notice of Annual Meeting

GENTRACK
NOTICE OF
ANNUAL
MEETING
2026

Dear Shareholder
I invite you to the annual shareholder
meeting of Gentrack Group Limited
(“Gentrack”) on Wednesday,
25 February 2026 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 half of the 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 2025 and
our plans for the current financial year,
with the opportunity for shareholders to
ask questions.
In the formal part of the meeting, you will
be asked to vote on ordinary resolutions
covering:
• The re-election of Darc Rasmussen, a
current Gentrack director, as he retires
by rotation and offers himself for re-
election at the meeting.
• The election of John Scott as a Gentrack
director, having been recently appointed
by the Board and only holding office
until the meeting, John offers himself for
election at the meeting.
• The issue of accelerator performance
rights under Gentrack’s senior
management long term incentive
scheme (“Senior Management LTI
Scheme”) to our CEO, Gary Miles,
and other members of the executive
leadership team (“Executive
Leadership Team”).
• The remuneration of Ernst & Young as
Gentrack’s auditor.
I encourage you to join us at the meeting
virtually or appoint a proxy to attend
virtually and vote on the resolutions on
your behalf. Proxy appointments must
be completed online or returned before
10am (NZT) on Monday, 23 February 2026.
Further details on how to join the virtual
meeting or appoint a proxy are set out in
the Notice of Meeting.
Thank you for your ongoing support of
Gentrack.
Yours sincerely
Andy Green, CBE
Chair
27 January 2026
Letter from the Chair:
Annual Shareholder Meeting
22

Notice is hereby given that the 2026
annual meeting of shareholders of
Gentrack Group Limited (“Gentrack”)
will be held virtually at 10am (NZT) on
Wednesday, 25 February 2026.
Shareholders may attend and participate in
the meeting virtually via the MUFG Pension
& Market Services Meetings Platform at
meetings.mpms.mufg.com/gtk26 or they
may appoint a proxy to attend and vote in
their place.
Instructions on how to attend and
participate in the meeting are included in
the important information at the end of
this notice.
Order of Business:
a) Chairman’s introduction;
b) CEO’s business review;
c) Shareholder questions; and
d) Ordinary resolutions.
Resolutions
To consider, and if thought fit, to pass the
following ordinary resolutions:
1. Re-election of Darc Rasmussen: That
Darc Rasmussen be re-elected as a
director of Gentrack.
2. Election of John Scott: That John Scott
(appointed by the Board on 1 January
2026), be elected as a director of
Gentrack.
3. Issue of accelerator performance
rights under Senior Management LTI
Scheme: That, for the purposes of
NZX Listing Rule 4.2.1, up to 1,775,361
Notice of Annual Meeting
of Shareholders
3
performance rights be issued to Gary
Miles (Gentrack’s CEO) and other
members of the Executive Leadership
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 LTI Scheme.
4. Auditor remuneration: That the
directors are authorised to fix the
remuneration of Ernst & Young as
auditor of Gentrack for the current
financial year.
Each of these resolutions is to be
considered separately 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.
Information regarding voting (including
voting exclusions on Resolution 3) is set
out in the Procedural Notes and Other
Information section on pages 16 to 18.
Further information relating to the
proposed resolutions is set out in the
Explanatory Notes section on pages
4 to 15. Please read and consider the
resolutions together with those notes.
By order of the Board.
Andy Green, CBE
Chair
27 January 2026
3

Re-election of Darc Rasmussen
and election of John Scott
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. Darc Rasmussen was last elected
at the 2023 annual shareholder meeting
and therefore will retire from office at this
year’s annual meeting.
John Scott was appointed as a Gentrack
director by the Board on 1 January 2026.
NZX Listing Rule 2.7.1 also requires that a
director appointed by the Board must not
hold office without shareholder approval
past the next annual meeting following
their appointment.
Darc Rasmussen offers himself for
re-election and John Scott offers himself
for election.
The Board has determined that
Darc Rasmussen and John Scott are
Independent Directors as defined in the
NZX Listing Rules.
Brief biographies of each director are set
out below. The Board confirms its support
for the re-election of Darc and the
election of John and recommends that
you vote in favour of Resolutions 1 and 2
at the meeting.
Gentrack did not receive any shareholder
nominations for appointment as a director
during the nomination period.
Explanatory Notes
Resolutions
1 and 2
4
Darc Rasmussen
Non-Executive Director
Darc has been a director of
Gentrack since 12 December
2019. He 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).
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 also currently a Non-
Executive Director on the Board of Objective
Corporation (ASX:OCL) and Chair of the
Board of Urbanise.com (ASX:UBN).
Director
Profiles

John Scott
Non-Executive
Director
John was appointed
by the Board as a director of Gentrack
on 1 January 2026. He has extensive
experience in the areas of global
technology, digital transformation, and
business strategy. With a strong executive
background in technology, product
innovation, and business transition, he
has led high-growth teams, scaled global
businesses and driven strategic change.
John was previously CEO of Invenco, a
private company providing self-service
payment technology solutions. Under his
leadership Invenco was sold to Vontier, an
industrial manufacturing company based
in the US in late 2022, becoming known as
Invenco by GVR.

John is currently executive chair of the
board of NZX-listed EROAD (NZX:ERD),
chair of the board of AoFrio (NZX:AOF), and
chair of Digital Matter, all IoT technology
and software solutions companies and he
is also chair of hydro foiling electric vessel
company, Vessev.

Prior to this, John was an independent
director for the digital engineering and
software development company asBuilt
and was a key executive for Navico
Holdings involved in the design and
manufacture of integrated systems
and products for the marine, RV and
industrial markets. In his early career
John worked for Navman and the
NYSE-listed Brunswick.
John holds a Bachelor of Mechanical
Engineering from the University of
Auckland.
If Resolution 1 or Resolution 2 is not
passed, the relevant director will cease
to hold office as from the conclusion of
the meeting. Gentrack would continue to
meet the composition requirements for
its Board under NZX Listing Rules.
However, the Board would consider
the composition of the Board in those
circumstances and whether to appoint
other suitably qualified and skilled
persons as new directors.
5

6
Issue of accelerator
performance rights under
Senior Management LTI Scheme
Senior Management LTI Scheme
The Senior Management LTI Scheme
has been part of Gentrack’s Executive
Leadership Team’s remuneration
framework since 2016. The primary
purpose of the Senior Management
LTI Scheme is to retain, incentivise and
reward performance of the Executive
Leadership Team (including the CEO) in
support of the ambition for continued
strong growth in the business and
achievement of Gentrack’s business
strategy. The rewards that may be
received by the Executive Leadership
Team under the Senior Management LTI
Scheme have been structured to align
with shareholders’ interests and the long-
term sustainable growth of the business.
The Senior Management LTI operates
by the Board making periodic offers of
“performance rights” to members of the
Executive Leadership Team and other
selected senior managers. The terms of
each offer are set by the Board within the
parameters of the rules of the scheme
(“Scheme Rules”). Each performance
right represents a right to receive one
ordinary share in Gentrack when the
applicable vesting conditions (including
any performance hurdles) are satisfied.
The vesting conditions and vesting dates
are set when the performance rights are
granted. If a participant ceases to be
employed by Gentrack prior to vesting,
their performance rights will be forfeited,
except in certain limited circumstances
approved by the Board.
2023 Performance Rights
In October 2023, shareholders approved
the issue of up to 9,437,000 performance
rights (“2023 Performance Rights”) to
Gentrack’s CEO, Gary Miles, and other
members of the Executive Leadership
Team under the Senior Management LTI
Scheme. A total of 8,446,200 of the 2023
Performance Rights were awarded, of
which 1,013,395 were forfeited by leavers
and did not vest.
The 2023 Performance Rights were
granted subject to satisfaction of
earnings per share and share appreciation
performance hurdles, to be measured
annually after the release of the FY24,
FY25 and FY26 annual financial results.
The performance hurdles set for the
2023 Performance Rights were based
on a starting point for Gentrack shares
of NZ$4.40. The award of the 2023
Performance Rights has successfully
provided additional incentive for Gary and
the Executive Leadership Team to achieve
our business strategy and drive strong
share price performance over the last
two years.
The significant appreciation in Gentrack’s
share price since the 2023 Performance
Rights were approved by shareholders
resulted in a high proportion of the
2023 Performance Rights vesting over
the first two years of the three-year
vesting period (6,821,295 of the 2023
Performance Rights have vested, divided
into 3,083,759 vesting after FY24 and
3,737,536 vesting after FY25). There are
611,510 unvested 2023 Performance Rights
which remain eligible for vesting after the
release of the FY26 financial results.
Resolution 3

7
Board Review
The Board has reviewed the Senior
Management LTI Scheme in light of the
vesting of the majority of the 2023
Performance Rights and considered how
best to continue to align the interests
of shareholders with the remuneration
of members of the Executive Leadership
Team, particularly by creating an incentive
for exceptional and sustainable share
price appreciation, and to attract and
retain top talent. The Board obtained
independent advisory and benchmarking
advice from external consultants – People,
Performance, Reward. The Board review
also considered how to best structure
future offers of performance rights to
continue to incentivise the Executive
Leadership Team to achieve exceptional
results while delivering a reward which
is less dilutive for shareholders than the
2023 awards.
After completing its review and with the
information from People, Performance,
Reward, the Board has decided to
introduce a new structure for the Senior
Management LTI Scheme, dividing awards
into two categories of performance rights.
The two categories are:
• a long-term incentive award of
performance rights (“LTI Award”); and
• an accelerator award of performance
rights to the Executive Leadership Team,
with vesting conditions set at a higher
level to reward exceptional performance
and achievement of stretch targets
(“Accelerator Award”).
FY26 LTI Award
For FY26, the CEO and other recipients
of the 2023 Performance Rights will not
receive an LTI Award.
The LTI Award in FY26 will be granted to
new members of the Executive Leadership
Team and a small number of employees
who are or will be in roles directly
reporting to members of the Executive
Leadership Team.
The LTI Award for FY26 is not subject to
shareholder approval as it falls within the
3% rule for issues of equity securities
permitted under NZX Listing Rule 4.6.
The FY26 LTI Award is expected to be
for approximately 225,000 performance
rights, although the exact number will
be determined by the Board depending
upon the number of recipients and timing
of each award. The FY26 LTI Awards are
based on current long-term incentive
market benchmarks for similar sized roles
in the global technology and software
development industry. The award levels
are considered competitive and will meet
our objectives to attract and retain critical
senior management talent.

8
FY26 Accelerator Award
If approved by shareholders, the
Accelerator Award for FY26 will be
offered to the CEO and other members
of the Executive Leadership Team to
reward exceptional performance and
achievement of certain stretch targets
over the next three financial years. The
Accelerator Award component of the
scheme has been introduced to augment
and support the LTI Awards and it will be
based on materially higher targets than
the LTI Award. It is intended to encourage
superior levels of share price appreciation.
Further details about the targets for the
Accelerator Award are below.
While the Board’s decision to make an
additional award of performance rights
for FY26 is a change from the position
that was envisaged at the time the 2023
Performance Rights were issued, the
Board considers that a further issue of
performance rights for FY26 in the form
of the Accelerator Award is an important
means of incentivising the CEO and other
members of the Executive Leadership
Team to drive continued strong growth in
business performance.
Vesting of the Accelerator Award for
FY26 will be subject to satisfaction
of continued employment and the
achievement of a total shareholder
return performance hurdle (as described
below) and spread over three years. The
Board’s view is that dividing the vesting
over three financial years will focus
the CEO and the other members of the
Executive Leadership Team on delivering a
sustainable increase in share price and will
also support retention of key executives
over the next three years.
The issue of performance rights
proposed by Resolution 3 will not proceed
as proposed if the resolution is not
passed by shareholders because the
current proposal requires shareholder
approval under the NZX Listing Rules.
If the resolution is not passed, the
Board will consider the feedback
from shareholders and alternative
arrangements. Any decision to implement
an alternative structure or terms would
be subject to compliance with applicable
NZX Listing Rules.
Proposed Issue of Accelerator
Performance Rights
Subject to shareholders passing
Resolution 3, the Board proposes to issue
in aggregate up to 1,775,361 accelerator
performance rights (“Accelerator
Performance Rights”) to the CEO
and other members of the Executive
Leadership Team selected by the Board.
The CEO will receive up to 583,968 of the
Accelerator Performance Rights, with the
majority to be issued to other members
of the Executive Leadership Team (refer
to a description of the allocation set
out below).
The Accelerator Performance Rights will
be issued shortly after the results of the
shareholder vote are known (assuming
Resolution 3 is passed).

9
NZX Listing Rule 4.6 contemplates issues
of equity securities (such as shares or
performance rights) to employees and
executive directors and provides an
overall 3% annual limit. The proposed
issue of Accelerator Performance Rights
to the CEO is required to be approved
by shareholders as he is an executive
director of Gentrack. While the balance of
the Accelerator Performance Rights for
FY26 could be made within the 3% annual
limit set under NZX Listing Rule 4.6, the
Board has decided to seek shareholder
approval for the issue of all FY26
Accelerator Performance Rights.
As noted above, the Board engaged
an external consultant to provide
independent advice and benchmarking
on comparable long-term incentive plan
awards of similar companies. However, the
number of accelerator-type plans and
disclosure of award levels available for the
purpose of comparison was limited and
terms varied across the comparator group.
The Board set the Accelerator Award for
FY26 taking into account the advice and
available benchmarking information, as
well as building on the experience from
previous awards made under the Senior
Management LTI Scheme.
The number of Accelerator Performance
Rights each participant will receive is
based on a percentage of their fixed
annual salary amount, divided by a
conversion value of NZ$10.00 for each
Accelerator Performance Right.
Accelerator Award levels for FY26 will be
based on a percentage of fixed annual
salary and range from 550% of base salary
for the CEO to between 150% and 375%
of fixed annual salary for others in the
Executive Leadership Team depending
on their role. Based on the benchmarking
undertaken, these awards are broadly
aligned with other similar incentive
schemes in the global market for public
listed companies comparable to Gentrack.
The Accelerator Performance Rights are
expected to be allocated as follows:
• 583,968 Accelerator Performance Rights
will be issued to CEO, Gary Miles; and
• up to 1,191,393 Accelerator Performance
Rights will be issued to other members
of Gentrack’s Executive Leadership Team
(this is expected to comprise up to 9
individuals – if there are any changes
in the Executive Leadership Team or
new positions created, the Board may
decide to issue additional Accelerator
Performance Rights under NZX Listing
Rule 4.6 where permitted).

10
Key Terms of the Accelerator
Performance Rights
The key terms of the proposed issue of
Accelerator Performance Rights are set
out below:
• Right to receive share on vesting:
Each Accelerator Performance Right
represents a right to receive one
Gentrack ordinary share, subject to
satisfaction of vesting conditions,
including continued employment and
the performance hurdle. Each ordinary
share issued on vesting of Accelerator
Performance Rights will rank equally
with all other ordinary shares in
Gentrack.
• Consideration: No consideration is
payable by a recipient to receive an
Accelerator Performance Right or a
share on vesting of an Accelerator
Performance Right.
• Vesting dates: There are three
potential vesting dates on which
Accelerator Performance Rights may
vest, depending on whether applicable
performance hurdles have been met on
the vesting date. The potential vesting
dates will be shortly after the release of
Gentrack’s audited financial statements
for the financial years ending 30
September 2026 (“First Vesting Date”),
30 September 2027 (“Second Vesting
Date”) and 30 September 2028
(“Third Vesting Date”).
There is a percentage limit on
the number of each participant’s
Accelerator Performance Rights that
may vest on each vesting date: 40%
on each of the First Vesting Date and
Second Vesting Date, with the balance
of 20% eligible for vesting on the Third
Vesting Date.
• Vesting conditions: Vesting of the
Accelerator Performance Rights is
subject to the following vesting
conditions:
• a total shareholder return
performance hurdle (refer below); and
• the participant must be in continued
employment with Gentrack, or any of
its subsidiaries, for any Accelerator
Performance Rights to vest on a
vesting date (subject to limited
exceptional circumstances approved
by the Board).
• Change of control transaction: In
the event of a takeover or scheme of
arrangement relating to Gentrack, all
unvested Accelerator Performance
Rights will be deemed to vest,
irrespective of whether all or any of
the vesting conditions have been or
will be satisfied, but only where the
requirements described in the applicable
provisions of the Scheme Rules relating
to a takeover offer or scheme of
arrangement are satisfied (in general,
those circumstances are where the
offeror under a takeover offer achieves
acceptances which account for at least
90% of the shares in Gentrack, and in the
case of a scheme of arrangement, where
each of the conditions to the scheme of
arrangement are or will be satisfied
or waived).

11
• Holding period for shares issued
following vesting: A proportion of each
participant’s Gentrack shares received
on vesting of Accelerator Performance
Rights will be subject to a holding
period. Participants must retain at least
50% of the Gentrack shares issued
to them (except to the extent that
additional shares are required to be sold
to satisfy a participant’s tax liability or
estimated tax liability), for 24 months
for shares received on the First Vesting
Date and 12 months for shares received
on the Second Vesting Date or Third
Vesting Date.
• Performance Hurdle: In order to vest
on a vesting date, the Accelerator
Performance Rights will be tested
against a single performance hurdle,
being a target of the compound annual
growth rate (“CAGR”) of Gentrack’s total
shareholder return over the relevant
measurement period (“Accelerator TSR
Performance Hurdle”). Total shareholder
return (“TSR”) measures the entire
return a shareholder would obtain
from holding a company’s shares over
a specific period taking into account
factors such as changes in the market
value of the shares and dividends and
other distributions paid and capital
flows over that period.
Gentrack’s TSR will be expressed as a
percentage and the calculation will be
made on the following basis:
• Adjustments will be made to include any
shareholder returns in the form of cash
dividends or other cash distributions
(net of imputation credits and resident
withholding tax) with an ex-date during
the measurement period; and
• The Board may make adjustments, as it
considers reasonable, to take account
of any consolidation, subdivision, rights
issue, other capital reorganisation or
capital raises which occur during the
applicable measurement period (as
described below).
Gentrack’s performance against the
Accelerator TSR Performance Hurdle
will be measured over three separate
measurement periods, each commencing
on 24 November 2025, and ending on the
date which is 10 NZX Main Board trading
days after the date of the release of
Gentrack’s annual results for the financial
years ending 30 September 2026 (for the
First Vesting Date), 30 September 2027
(for the Second Vesting Date) and 30
September 2028 (for the Third
Vesting Date).

12
The opening price for determining
Gentrack’s TSR over each measurement
period will be NZ$10.00. The closing
price for purposes of measuring the
Accelerator TSR Performance Hurdle will
be the volume weighted average price
of a Gentrack share traded on the NZX
Main Board (and excluding after-market
trades or trades on ASX) over the 10
trading days commencing on the date
on which Gentrack releases its annual
results for the financial years ending 30
September 2026, 30 September 2027 and
30 September 2028 (as applicable).
A minimum CAGR TSR threshold must be
achieved for any Accelerator Performance
Rights to vest on a vesting date, as shown
in the table below.
CAGR achievedPercentage of maximum number of
Accelerator Performance Rights eligible to
vest on a Vesting Date
1
First Vesting Date
Less than 25%0%
25% (minimum threshold)30%
40% (maximum threshold)100%
Second Vesting Date and Third Vesting Date
Less than 20%0%
20% (minimum threshold)30%
25% (maximum threshold)100%
A linear vesting scale applies on a straight-line basis should the CAGR of Gentrack’s TSR,
used to assess the Accelerator TSR Performance Hurdle in respect of a measurement
period, be between the relevant minimum threshold and the maximum threshold referred
to in the table above.
1. A maximum number of 40% of a participant’s Accelerator Performance Rights are eligible for vesting on each of the
First Vesting Date and Second Vesting Date, with the balance of 20% eligible for vesting on the Third Vesting Date.

13
Set out below is an example of how
the vesting scale for the Accelerator
Performance Rights would work. The
example is indicative only and is based on
the following assumptions:
• The CAGR of Gentrack’s TSR is calculated
using an opening price of NZ$10.00
and a VWAP closing price (refer above)
of NZ$13.00 following the release of
Gentrack’s FY26 results, NZ$15.00
following the release of Gentrack’s FY27
results, and NZ$18.00 following the
release of Gentrack’s FY28 results.
• A total of 1,775,361 Accelerator
Performance Rights are issued and
none of the Accelerator Performance
Rights lapse (e.g. because a participant
ceases to be employed by Gentrack).
• The growth in share price is the
only shareholder return in the r
espective measurement periods
and no adjustments are made for
capital changes.
Share
price
TSR
CAGR
CEO
shares
vested
E LT
shares
vested
Total
shares
vested
CEO
rights
lapsed
E LT
rights
lapsed
Total
rights
lapsed
First
Vesting Date
$13.0030.0%124,580254,164378,744109,007222,393331,400
Second
Vesting Date
$15.0022.5%150,997308,060459,05782,590168,497251,087
Third

Vesting Date
$18.0021.6%61,920126,327188,24754,874111,952166,826
Total337,497688,5511,026,048246,471502,842749,313
The Board will determine whether the vesting conditions have been satisfied and it will
also be entitled to determine related calculations, including, without limitation, the volume
weighted average share price of a Gentrack share and the CAGR. Those determinations will
be binding on participants.
If the performance hurdle is not satisfied on a vesting date, the Accelerator Performance
Rights that were eligible for vesting on that date will lapse.

Scheme Rules
The Accelerator Performance Rights will
also be issued subject to the Scheme
Rules, as may be amended from time
to time. A summary of some of the key
provisions of the current Scheme Rules,
applicable to performance rights such as
Accelerator Performance Rights, 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 Scheme).
• 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”
2
(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 in certain
circumstances, including where the
Board decides that the participant has
acted fraudulently or dishonestly or
wilfully breached his or her duties to
Gentrack.
• 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.
• The Board may amend the Scheme
Rules (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.
Potential Dilution
If all of the Accelerator Performance
Rights to be approved by shareholders
were to vest, this would result in the
issue of an additional 1,775,361 shares
(representing 1.6% of the current issued
share capital of Gentrack). Vesting of
those Accelerator Performance Rights
would be divided over the three annual
vesting dates and as an example, a
maximum of approximately 710,145 shares
would be issued after the release of
Gentrack’s annual results for the financial
year ending 30 September 2026.
14
2. The Board has a discretion to determine whether a person should be treated as ceasing employment due to an
Involuntary Event. The circumstances may include death, redundancy, total permanent illness or injury, as decided
by the Board.

CEO’s Relevant Interest in Shares
Details of Gary Miles’ shareholdings in
Gentrack were set out in our 2025 annual
report and have also been provided in
filings with NZX. Gary currently has a
relevant interest in 2,523,330 issued shares
in Gentrack (including the shares issued
to him on vesting of his 2023 Performance
Rights following the release of Gentrack’s
FY25 results). This represents 2.2% of the
current issued share capital of Gentrack.
Gary has also been issued 218,138 unvested
2023 Performance Rights as at the date
of this notice. If all of the unvested
2023 Performance Rights, together
with all of the Accelerator Performance
Rights proposed by Resolution 3 were
to vest, Gary would hold 3,325,436
shares, representing approximately 2.9%
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 Gary), that Gary
does not buy or sell any additional shares,
and that Gentrack does not issue any other
shares. Gary’s shareholding would be lower
if he sells shares when permitted to satisfy
his tax liability arising from the shares he
receives under the Senior Management
LTI Scheme.
The Board recommends that shareholders
vote in favour of resolution 3.
15
Resolution 4
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 Board proposes 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
for the current financial year.

16
Voting Exclusions for Resolution 3
Given their interest in Resolution 3, Gary
Miles and each of the other expected
recipients of Accelerator Performance
Rights, who are shareholders of Gentrack
and each of their respective ‘Associated
Persons’ (as that term is defined in the
NZX Listing Rules), will not vote on the
resolution.
Gentrack will disregard any discretionary
proxies on Resolution 3 given to those
individuals or any of their ‘Associated
Persons’ and also any votes they cast
on Resolution 3. However, Gentrack will
not disregard a vote if it is cast by such
person as a proxy for a person who is not
disqualified from voting on Resolution 3, in
accordance with express instructions to
vote for or against the resolution.
Virtual 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, MUFG Pension &
Market Services at: meetings.mpms.mufg.
com/gtk26. You will need your CSN/Holder
Number for verification purposes.
Shareholder Voting and Questions
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
If you cannot attend the meeting but
would like to ask a question, you can
submit a question online by going to
vote.cm.mpms.mufg.com/gtk and
completing the online validation process
or complete the question section below
and return it to MUFG Pension & Market
Services in the envelope enclosed.
Questions will need to be submitted by
10am (NZT) on Monday, 23 February 2026.
The Board will endeavour to address and
answer questions at the meeting.
How to Attend the Virtual Meeting
Go to: meetings.mpms.mufg.com/gtk26
• 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 mail.cm.mpms.mufg.com/MUFG/
MUFG_VirtualMeetingGuide.pdf
We recommend you commence the login
process at least 15 minutes before the
meeting is due to begin.

17
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.
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.
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 him
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 if he is appointed as a
discretionary proxy. If you return the
proxy form without appointing a proxy
but have otherwise indicated on the form
how you wish to vote and completed the
rest of the form, the Chair of the meeting
will vote in accordance with your express
instructions. The Chair of the meeting
will also vote in accordance with your
instructions on the proxy form if your
proxy does not attend the meeting.
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, unless the matter relates to
Resolution 3 and the person is excluded
from voting on Resolution 3 and they hold
a discretionary proxy.
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).
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.cm.mpms.mufg.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
Pension & Market Services 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, 23 February 2026.

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 Pension & Market
Services by no later than 10am (NZT) on
Monday, 23 February 2026. Proxy forms
received after this time will not be valid.
Ordinary Resolutions
Each resolution will be voted on
separately as an ordinary resolution.
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
Monday, 23 February 2026. 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 on at the meeting.
Further Queries
If you have questions, please contact
MUFG Pension & Market Services on
+64 9 375 5998.
18

© 2026 Gentrack. All rights reserved.
About
Gentrack
www.gentrack.com
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, an end-to-end product-to-profit
solution. Using low-code / no-code, and
composable technology, g2 allows
utilities to launch new propositions in
days, reduce cost-to-serve and lead in
total experience.

---

LODGE YOUR PROXY
Online:
vote.cm.mpms.mufg.com/GTK
Scan & email:
meetings.nz@cm.mpms.mufg.com
Deliver:
MUFG Pension & 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.nz@cm.mpms.mufg.com

PROXY FORM FOR GENTRACK GROUP LIMITED ANNUAL SHAREHOLDER MEETING
Notice is hereby given that the annual shareholder meeting of Gentrack Group Limited (“Gentrack”) will be held online via the MUFG Pension & Market
Services Meetings Platform at https://meetings.mpms.mufg.com/gtk26 at 10am (New Zealand time) on Wednesday, 25 February 2026. 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.cm.mpms.mufg.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 Pension & Market Services no later than 10am (New Zealand time) on Monday 23 February 2026.

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 these additional matters as he or she thinks fit, unless the matter relates to Resolution 3 and the
person is excluded from voting on Resolution 3 and they hold a discretionary proxy.

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. If you return this Proxy Form without appointing a proxy but have otherwise indicated on this form how you wish to vote and completed
the rest of the form, the Chair of the meeting will vote in accordance with your express instructions. The Chair of the meeting will also vote in accordance
with your instructions on this Proxy Form if your proxy does not attend the meeting.
Voting exclusions for Resolution 3
Given their interest in Resolution 3, Gary Miles and each of the other expected recipients of Accelerator Performance Rights, who are shareholders of
Gentrack, and each of their respective ‘Associated Persons’ (as that term is defined in the NZX Listing Rules), will not vote on the resolution.

Attending the meeting
The meeting will be held online only and shareholders can attend at https://meetings.mpms.mufg.com/gtk26. You will require your Holder Number for
verification purposes. Shareholders will not be able to attend the meeting in person. 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).
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 Pension & Market Services
PO Box 91976
Auckland 1142
New Zealand



CSN/Holder Number: ........................

*.....................*

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 Gentrack to be held at 10am (New Zealand time) on Wednesday,
25 February 2026 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 when 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 Darc Rasmussen be re-elected as a director of Gentrack.
   
2.
That John Scott (appointed by the Board on 1 January 2026), be elected as a director of
Gentrack.
   
3. That, for the purposes of NZX Listing Rule 4.2.1, up to 1,775,361 performance rights be
issued to Gary Miles (Gentrack’s CEO) and other members of the Executive Leadership
Team selected by the Board, on the terms and conditions set out in the Explanatory Notes
to the Notice of Meeting and the rules of Gentrack’s Senior Management LTI Scheme.
   
4. That the directors are authorised to fix the remuneration of Ernst & Young as auditor of
Gentrack for the current financial year.
   


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

STEP 3: SHAREHOLDER QUESTIONS
Shareholders attending the annual shareholder meeting virtually will have the opportunity to ask questions during the meeting. If you cannot attend the
annual shareholder meeting but would like to ask a question, you can submit a question online by going to vote.cm.mpms.mufg.com/GTK and completing
the online validation process or complete the question section below and return this Proxy Form to MUFG Pension & Market Services in the envelope
enclosed. Questions will need to be submitted by 10am (New Zealand time) on Monday, 23 February 2026. 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.
CSN/Holder Number: .......................

*F..............................*