Notice of Annual Meeting

NOTICE OF
ANNUAL MEETING
2022
Gentrack Group Limited

Dear Shareholder,
I invite you to the annual shareholder meeting
of Gentrack Group Limited (“Gentrack”)
on Thursday, 24 February 2022 at 9.30 am
(NZT). The meeting will be held virtually
online. Gentrack has taken the decision to
conduct a virtual only meeting this year given
the range of countries that the board and
shareholders are likely to be in and the on-
going risk of COVID-19 related disruption and
the associated health and safety risks of an
in-person meeting.
Gentrack CEO Gary Miles and I will speak about

entrac(Os per#or*ance durin$ t%e financia)
year to 30 September 2021 and discuss our
plans for 2022, with the opportunity for
shareholders to ask questions.
In the formal part of the meeting, you will be
asked to vote on resolutions covering:
• Gentrack’s auditor and its remuneration
• The re-election of a director
 encoura$e 6ou to a͵end 3irtua))6 on)ine
or appoint a prox6 to a͵end 3irtua))6 on)ine
and vote on your behalf. Proxy appointments
must be completed before 9:30 am (NZT) on
Tuesday, 22 February 2022. Further details on
%o4 to a͵end t%e *eetin$ 3irtua))6 or appoint
a proxy are set out in this Notice of Meeting.
Thank you for your ongoing support of
Gentrack.
%&rO0 e͵er
Andy Green, CBE
Chair
2

Notice is hereby given that the annual meeting
of shareholders of Gentrack Group Limited
(“Gentrack”) will be held virtually at 9.30 am
(NZT) on Thursday, 24 February 2022.
%are%o)ders *a6 a͵end and participate
in the annual meeting virtually via the Link
Market Services Meetings Platform at
www.virtualmeeting.co.nz/gtk22
nstructions on %o4 to a͵end t%e *eetin$ are
included in the important information at the
end of this notice.
Items of business
(a) Chairman’s introduction;
(b) Addresses to shareholders;
(c) Shareholder discussion;
(d) Resolutions.
Resolutions
o considerU and i# t%ou$%t fitU to pass t%e
following ordinary resolutions:
1. Auditor remuneration: That the directors are
aut%orised to fix t%e re*uneration o# rnst f
Young as auditor for the ensuing year.
2. Re-election of Fiona Oliver: That Fiona Oliver
be re-elected as a director of Gentrack Group
Limited.
ac% o# t%ese reso)utions are to e 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 4-7. Please read and consider the
resolutions together with the notes.
By order of the board.
Andy Green, CBE
Chair
2 6 4January 2022
Notice
of Annual
Meeting of
Shareholders
3

4
Non-executive director’s re-election
Fiona Oliver was appointed by shareholders as
a non-executive director 26 February 2019.
%e retires 6 rotation and oʛers %erse)# #or
re-election. You can read the background
o# iona on pa$e ?. %e oard unani*ous)6
supports t%e re_e)ection o# iona as director.
%e oard %as deter*ined t%at iona )i3er
.ua)ifies as an Nindependent directorsO #or
t%e purposes o# t%e  istin$ u)es.
Resolution 1:
2t%or&0t&ontoţ52!&torO0
remuneration
ection :8? o# t%e o*panies ct 9AA;
pro3ides t%at a co*pan6Os auditor is
auto*atica))6 re_appointed at an annua)
*eetin$ o# s%are%o)ders o# t%e co*pan6
unless there is a resolution or other reason
#or t%e auditor not to e re_appointed.
rnst f oun$ 4i)) auto*atica))6 e re_
appointed as t%e auditor o# t%e co*pan6
at t%e nnua) eetin$.
ection :8? o# t%e o*panies ct 9AA;
pro3ides t%atU t%e auditorOs #ees and
expenses *ust e fixed 6 t%e co*pan6
at t%e annua) *eetin$ or in t%e *anner
t%at t%e co*pan6 deter*ines durin$ t%e
annua) *eetin$. %e directors propose t%atU
consistent 4it% co**ercia) practiceU t%e
auditorOs re*uneration s%ou)d e fixed 6
t%e directors. ut%orit6 #or t%e directors to
fix t%e re*uneration is a reso)ution at eac%
annua) *eetin$ o# s%are%o)ders. ccordin$)6U
shareholders are being asked to resolve
t%at t%e directors are aut%orised to fix t%e
auditorOs re*uneration.
Resolution 2:
Meeting notes

5

Profile
6

Fiona Oliver
Non-Executive Director
7
Fiona is an experienced Director and Audit
o**i͵ee %air. er currentU acti3e oard
ro)es inc)ude ein$ a irector o# rei$%t4a6s
Limited (NZX) and Director and Audit
o**i͵ee %air o# t%e irst
as
roup
co*panies and  i#e nsurance and 
nsurance er3ices. iona 4as #or*er)6 a
irector o# i)t ene4a)es i*ited FHGU
u$usta
roup i*ited FGU inta unds
ana$e*ent i*itedU u)ic rust and t%e
ationa) ro3ident und.
iona %as xecuti3e )e3e) )eaders%ip
experience in asset *ana$e*entU #unds
*ana$e*ent and pri3ate e.uit6U inc)udin$
%o)din$ t%e ro)es o# %ie# peratin$ ʜcer
o#  unds ana$e*ent FGU estpacOs
in3est*ent ar*U and
enera) ana$erU
ea)t% ana$e*ent #or  . iona a)so
*ana$ed t%e is( and perations #unction
o# Os 6dne6 and Fo4ned at t%e ti*eG
ondon ased ri3ate apita) di3ision. iona
%as specia)ist (no4)ed$e o# in3est*ents and
t%e capita) *ar(ets. iona %o)ds de$rees in
a4 and rts #ro* t%e ni3ersit6 o# uc()and
and is a .ua)ified o)icitor in e4 ea)andU
e4 out% a)es and n$)and. rior to %er
*ana$e*ent careerU iona practiced as
a corporate and co**ercia) )a46er at a
senior )e3e) in uc()andU 6dne6 and ondonU
specia)isin$ in *er$ers and ac.uisitions.

Shareholders and proxy holders
entit)ed to a͵end and 3ote at t%e
*eetin$ 4i)) not e a)e to a͵end t%e
meeting in person. Participation in the
*eetin$ 4i)) e 3irtua) on)6U 3ia an on)ine
p)at#or* pro3ided 6
entrac(Os s%are
re$istrarU in( ar(et er3ices atV
www.virtualmeeting.co.nz/gtk22
%are%o)ders a͵endin$ and participatin$ in
t%e *eetin$ 3irtua))6 3ia t%e on)ine p)at#or*
4i)) e a)e to 3ote and as( .uestions durin$
the meeting.
8
Virtual Annual
Meeting
owto͵en!t%enn2)meet&ng

o to www.virtualmeeting.co.nz/gtk22
• o$in to t%e porta) usin$ 6our #u)) na*eU
*oi)e nu*er and e*ai) address
• o re$ister to 3oteU c)ic( on t%e P$et a 3otin$
cardQ ox at t%e top o# t%e 4epa$eU t%en
enter 6ourV
c s%are%o)der nu*erW or
• prox6 nu*er Fi# 6ou are an appointed
prox6U a prox6 nu*er 4i)) e sent to 6ouG
• o as( a .uestionU c)ic( on t%e Pas( a
.uestionQ ox and #o))o4 t%e instructions on
screen. ou *ust re$ister to 3ote e#ore 6ou
can as( a .uestion.
or *ore detai)ed instructions on %o4 to
a͵end t%e nnua) eetin$U
See %͵-0VHHbc0tT)&nk&n3e0tor0er3&ce0TcoTn7H
$ener&cH!oc0Hn)&neort)Gu&!eT-!#
e reco**end 6ou co**ence t%e )o$in
process at )east 9= *inutes e#ore t%e
*eetin$ is due to e$in.
Proxies
n6 s%are%o)der entit)ed to a͵end and 3ote
at t%e 3irtua) annua) *eetin$ can appoint a
Pprox6Q to a͵end and 3ote 3irtua))6 on t%eir
e%a)#.  prox6 need not e a s%are%o)der.
# 6ou appoint a prox6U 6ou can eit%er direct
6our prox6 %o4 to 3ote or )et t%e* decide on
t%e da6 on 6our e%a)#. # 6ou do not direct
6our prox6 %o4 to 3ote Fi.e.U #orU a$ainst or
discretionar6G #or a particu)ar reso)utionU t%en
6our prox6 4i)) astain #ro* 3otin$ on t%at
reso)ution.
%e c%air o# t%e annua) *eetin$ is 4i))in$ to
act as a prox6. P%air o# t%e eetin$Q s%ou)d
e inserted as t%e na*e o# 6our prox6 on t%e
space pro3ided on t%is prox6 #or* i# 6ou
4is% t%e c%air to act. %e c%air 4i)) 3ote
in #a3our o# reso)utions i# appointed as a
discretionary proxy.
ou *a6 co*p)ete 6our prox6 appoint*ent
eit%er on)ine or 6 co*p)etin$ and returnin$
the enclosed proxy form.

9
Online proxy appointment
 s%are%o)der entit)ed to a͵end t%e annua)
meeting and vote may appoint a proxy online.
o appoint 6our prox6 on)ineU p)ease 3isitV
www.vote.linkmarketservices.com/GTK.
e4 ea)and e$ister o)ders 4i)) re.uire
t%eir Ho)der u*er and . ustra)ian
e$ister o)ders 4i)) re.uire t%eir o)der
u*er and postcode.
oteV # 6ou %a3e pre3ious)6 re$istered a
in( n3estor entre ort#o)ioU )o$ in to 6our
port#o)io and se)ect t%e P3otin$Q option #ro*
t%e top *enu.
n)ine prox6 appoint*ent *ust e co*p)eted
b6 no )ter t%n AV;8 * FG on ue0!6U ::
ebrur6 :8::T
Completion and return of physical
proxy forms
 s%are%o)der entit)ed to a͵end t%e annua)
*eetin$ and 3ote *a6 appoint a prox6 6
co*p)etin$ and returnin$ t%e prox6 #or* in
one o# t%e *et%ods descried on t%e re3erse
o# t%e prox6 #or*.
%e co*p)eted prox6 #or* *ust e recei3ed
6 in( ar(et er3ices 6 no )ater t%an
AV;8 a* FG on uesda6U :: eruar6 :8::.
or*s recei3ed a#ter t%is 4i)) not e 3a)id.
Shareholders who have appointed a proxy
*a6 sti)) a͵end t%e annua) *eetin$ 3irtua))6
Fa)t%ou$% t%e6 4i)) not e a)e to 3ote i# a
prox6 %as een appointedG.

Ordinary resolution
Resolutions 1 and 2 are to be considered
as separate resolutions. An ordinary
resolution is one passed by a simple majority
of votes cast by shareholders entitled to
vote and voting on the resolutions in person
or by proxy.
Voting
Voting entitlements for the meeting will be
determined as at 5pm (NZT) on Tuesday, 22
February 2022. Registered shareholders will
be the only people entitled to vote, and only
the shares registered in those shareholders’
names may be voted at the virtual meeting.
Further queries
If you have any questions please contact Gentrack’s Company Secretary on +64 9 966 6090.
10

11

About Gentrack
The global pace of change is accelerating, and utilities need to
rebuild for a more sustainable future. Gentrack provides leading
utilities across the world with innovative cleantech solutions.

Working with some of the world’s biggest energy and water
companies, as well as innovative challenger brands, we are helping
companies reshape what it means to be a utilities business.

We are driven by our passion to create positive impact. That is
why utilities rely on us to drive innovation, deliver great customer
experiences and secure profits.

Together, we are renewing utilities.
www.gentrack.com© 2022 Gentrack. All rights reserved.

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/ADMISSION CARD 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/gtk22 at 9.30 am (New Zealand time) on Thursday, 24 February 2022.
Gentrack has taken the decision to conduct a virtual only meeting this year given the range of countries that the board and shareholders are likely to be
in and the on-going risk of COVID-19 related disruption and the associated health and safety risks of an in-person meeting. You can also appoint your
proxy and vote on the resolutions on the reverse of this form online by going to vote.linkmarketservices.com/GTK or by scanning the QR code above with
your smartphone.

Appointment of proxy
Any shareholder entitled to attend and vote at the Annual Meeting can appoint a “proxy” to attend and vote. 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 9.30 am, Tuesday 22 February 2022.

Voting of your holding
If you tick the ‘Proxy Discretion’ box for a particular resolution, you are directing 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 majority of that resolution.

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. If you return this form without appointing a proxy but have indicated on this form how you wish to vote, the Chair
of the meeting will vote in accordance with your express instructions.

Attending the meeting
The 2022 Annual Meeting will be held online only and shareholders can attend at www.virtualmeeting.co.nz/gtk22. If you will be attending online, you will
require your Holder Number for verification purposes.
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 the Proxy Form.

Joint Holding
Where the holding is in more than one name, at least one joint shareholder should sign this form (on behalf of all joint shareholders). If different joint
shareholders purport to appoint different proxies, the vote of the proxy appointed by the first named joint shareholder shall apply.

Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the power of attorney under which it was signed (if not previously provided to the
Registrar), and a signed certificate of non-revocation of the power of attorney must accompany this Proxy Form.

Corporate Shareholder
In the case of a corporate shareholder, a duly authorised officer or director must sign this Proxy Form. Persons who sign on behalf of a corporate
shareholder must be acting with that corporate shareholder’s express or implied authority, or execute under the common seal of the corporate shareholder
(if it has one).

Mail:
Use the enclosed reply paid
envelope or address to:
Link Market Services Limited
PO Box 91976
Auckland 1142
New Zealand

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:

hereby appoint e-mail address
or failing him/her e-mail address
As my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held at 9.30 am on Thursday, 24 February 2022 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 the resolution you must tick only one box. If you mark the abstain box for an item, you are directing your proxy not to vote on your
behalf on a show of hands or a poll and your votes will not be counted computing the required majority, for that item. If no box is ticked for an item, 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 the directors are authorised to fix the remuneration of Ernst & Young as auditor for the
ensuing year.
   
2. That Fiona Oliver be re-elected as a director of Gentrack Group Limited.
   


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

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 Tuesday 22 February 2022. The Board will address and answer questions at the Annual Shareholders 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 Proxy Form by mail and wish to receive your future investor
communications by email please provide your email address below.