Capital Change Notice

Gentrack Group Ltd | ARBN 169 195 751

Gentrack Group
17 Hargreaves Street, St Marys Bay Auckland 1011,
PO Box 3288, Auckland 1140, New Zealand
Ph: +64 9 966 6090 Email:
info@gentrack.com
www.gentrack.com



28 November 2023
Capital Change Notice
Gentrack Group Limited (NZX/ASX: GTK) (Gentrack) adopted a Senior Management LTI
Scheme (Senior Management LTI Scheme) by Board resolution in 2016. Gentrack advises
that 7,928,000 performance rights (PRs) have been issued to relevant participants under
the Senior Management LTI Scheme.
The following information is supplied pursuant to NZX Main Board Listing Rule 3.13.1.
Section 1: Issuer information
Name of issuer Gentrack Group Limited
NZX ticker code GTK
Class of financial product PRs that are convertible to
Gentrack Group Limited
ordinary shares, pursuant to
the Senior Management LTI
Scheme.
ISIN (If unknown, check on NZX website) NZGTKE0002S9
Currency N/A
Section 2: Capital change details
Number issued/acquired/redeemed 7,928,000 PRS
Nominal value (if any) N/A
Issue/acquisition/redemption price per security No consideration is payable
for the issue of PRs and no
consideration is payable on
receipt of ordinary shares on
vesting of PRs.
Nature of the payment (for example, cash or other
consideration)
N/A
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of
Financial Products of the Class, excluding any Treasury
Stock, in existence)
The PR’s will represent 100%
of that class of financial
products on issue. PR's to
which this notice relates were
to vest, the new shares would
represent 7.7% of the ordinary
shares of Gentrack Group
currently on issue










For an issue of Convertible Financial Products or Options,
the principal terms of Conversion (for example the
Conversion price and Conversion date and the ranking of
• Each PR issued to the
relevant participants under
the Senior Management

Gentrack Group Ltd | ARBN 169 195 751

the Financial Product in relation to other Classes of
Financial Product) or the Option (for example, the exercise
price and exercise date)
LTI Scheme that vests
entitles the relevant
participant to one fully
paid ordinary share in
Gentrack Group Limited.
• The PRs issued under the
Senior Management LTI
Scheme 2023 Grant will be
eligible to vest in three
tranches. The potential
vesting dates will be
shortly after the release of
Gentrack’s audited
financial statements for the
financial years ending 30
September 2024, 30
September 2025 and 30
September 2026;
• the performance hurdles
required to be met at each
vesting date are an EPS
hurdle (EPS Hurdle) for the
respective financial year
immediately prior to the
vesting dates, and a share
price appreciation hurdle
(Share Price Appreciation
Hurdle);
• the EPS Hurdle must be
met for any Performance
Rights to vest at the
relevant vesting date (if
that does not occur, it will
not matter that the Share
Price Appreciation Hurdle
has been met);
• provided that the EPS
Hurdle is satisfied at the
relevant vesting date, the
Share Price Appreciation
Hurdle determines how
many (if any) Performance
Rights will vest at the
relevant vesting date and,
in respect of the second
and third vesting dates (if
applicable), this takes into
account any Performance
Rights that have vested at
the preceding vesting

Gentrack Group Ltd | ARBN 169 195 751

date(s);
• in addition to the EPS
Hurdle and the Share Price
Appreciation Hurdle, a
participant must be in
continued employment
with Gentrack in order for
any Performance Rights to
vest on a potential vesting
date (subject to limited
exceptional circumstances
approved by the Board).
• There is no amount
payable by the relevant
participants on grant or
vesting of the PRs.

The ordinary shares
transferred upon vesting of the
PRs will rank equally with all
other ordinary shares on issue.
Reason for issue/acquisition/redemption and specific
authority for issue/acquisition/redemption/ (the reason for
change must be identified here)
Issued under the Senior
Management LTI Scheme.
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding
Treasury Stock) and the total number of Financial Products
of the Class held as Treasury Stock after the
issue/acquisition/redemption.
The PRs to which this notice
relates and issued under the
Senior Management LTI
Scheme represent a separate
class distinct from existing PRs
issued under that incentive
scheme. There will be
7,928,000 PRs of such class
issued under the Senior
Management LTI Scheme
immediately following the
issue referred to in this notice.

No PRs are held as Treasury
Stock.
In the case of an acquisition of shares, whether those
shares are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the
issue, acquisition, or redemption is made
Rules of the Senior
Management LTI Scheme,
Shareholder resolution dated
10 October 2023, Board
resolution dated 28 November
2023 and Listing Rule 4.6.1.
Terms or details of the issue, acquisition, or redemption
(for example: restrictions, escrow arrangements)
See the principal terms
outlined above.

Gentrack Group Ltd | ARBN 169 195 751

Date of issue/acquisition/redemption 27 November 2023
Section 3: Authority for this announcement and contact person
Name of person authorised to make this announcement Kerry Nickels
Contact person for this announcement Kerry Nickels
Contact phone number +64 212102011
Contact email address commercial@gentrack.com
Date of release through MAP
28 November 2023
ENDS
Contact details regarding this announcement:
Kerry Nickels – Company Secretary
+64 9 966 6090

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 todays 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. https://www.gentrack.com