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Proxy Advisory Report

NZXplorer Governance Standards v1.0.0
Gentrack Group Limited (GTK)|Meeting: 10 October 2023

0

Vote FOR

0

Vote AGAINST

4

REFER

4

Flags Raised

Company Context

GRS Score

61.38/100 (Good)

Board Size

14 directors

Independence

29%

Gender Diversity

29% female

CEO Compensation

$1.7M

1-Year Return

-3427.4%

Auditor

Unknown

VQS

85/100

Resolution Recommendations (4)

Capital Managementlow confidence

That, for the purposes of NZX Listing Rule 4.2.1, up to 9,437,000 performance rights relating to the three financial years ending 30 September 2024, 30 September 2025 and 30 September 2026 be issued to Gary Miles and other members of the senior management team selected by the board on the terms and conditions set out in the Explanatory Notes to this Notice of Meeting and the rules of Gentrack's Senior Management Long Term Incentive Plan.

REFER

Flagged for review due to: Capital Raise Frequency. Case-by-case assessment recommended.

Flags (1)

Capital Raise FrequencyREFER

3 capital raises in 12 months exceeds the 2 threshold. Frequent capital raising may indicate financial stress or poor capital planning.

raises 12m: 3threshold: 2
Actual result: 84.4% FORPassed
Otherlow confidence

That, for the purposes of NZX Listing Rule 4.2.4, the terms of the remaining performance rights to be issued to Gary Miles be amended in accordance with the terms and conditions set out in this Notice of Meeting

REFER

Flagged for review due to: Unclassified Resolution. Case-by-case assessment recommended.

Flags (1)

Unclassified ResolutionREFER

This resolution does not match any automated rule category and requires manual review.

resolution type: Othertitle: That, for the purposes of NZX Listing Rule 4.2.4, the terms of the remaining performance rights to be issued to Gary Miles be amended in accordance with the terms and conditions set out in this Notice of Meeting
Actual result: 68.5% FORPassed
Auditorlow confidence

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

REFER

No governance concerns identified based on available data.

No governance concerns identified
Director Electionlow confidence

That Darc Rasmussen be re-elected as a director of Gentrack Group Limited

REFER

Flagged for review due to: Board Independence, Gender Diversity. Case-by-case assessment recommended.

Flags (2)

Board IndependenceFOR

Board independence is 29% (4/14), below the 50% minimum. Non-independent directors may face opposition.

independence ratio: 0.29independent count: 4board size: 14threshold: 0.5director independent: true
Gender DiversityREFER

Board gender diversity is 29% female (4/14), below the 30% target.

female ratio: 0.29female count: 4board size: 14threshold: 0.3
Actual result: 99.9% FORPassed

About this report

Recommendations generated by the NZXplorer Governance Standards (v1.0.0) rule engine. 34+ rules across 8 resolution categories evaluate board composition, remuneration practices, auditor independence, and capital management against configured governance thresholds.

Data sources: NZX company announcements, annual reports, AGM voting records, financial statements, and Notice of Meeting documents where available. Some data gaps may affect recommendation accuracy.

Important Notice

This report is automated governance analysis generated by a rules-based scoring methodology. It is not personalised financial advice, a recommendation to acquire or dispose of a financial product, or an investment recommendation within the meaning of the Financial Markets Conduct Act 2013 (NZ).

NZXplorer is not a Financial Advice Provider under the FMCA. Voting recommendations reflect the application of published governance standards to publicly available data and should not be relied upon as a substitute for professional advice. Shareholders should read the full Notice of Meeting and consult their own advisers before voting.

Methodology, thresholds, and data sources are disclosed in full. If you believe any data is incorrect, contact hello@nzxplorer.co.nz.

Data sourced from publicly available records. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.