GENTRACK GROUP LIMITED — Proxy Solicitation & Information Statement 2022

Jan 26, 2022

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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

27 January 2022

Notice of Annual Meeting

The Annual Meeting of Shareholders of Gentrack Group Limited (NZX/ASX: GTK) will be held virtually on Thursday, 24 February 2022 at 9.30 am (NZT). Shareholders may attend and participate in the annual meeting virtually via www.virtualmeeting.co.nz/gtk22. Instructions on how to attend the meeting are included in the important information section at the end of the Notice of Meeting.

Please find attached:

• Notice of Meeting

• Proxy Form (Sample)

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ENDS

Contact details regarding this announcement:

Kerry Nickels – Company Secretary +64 9 966 6090

About Gentrack

Gentrack designs, builds and delivers the high-performing, cloud-first revenue and customer experience solutions found at the heart of leading utilities and airports around the world. Our customers lead in some of the most deregulated and innovative markets in the world; pioneering innovation, driving effective transformation in the management and delivery of two of our planet’s most precious resources; energy and water. More information: https://www.gentrack.com

Gentrack Group Ltd | ARBN 169 195 751

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Gentrack Group Limited NOTICE OF ANNUAL MEETING 2022

����r�� �e�er

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 ongoing 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��s 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 �ou to a�end �irtua��� on�ine or appoint a prox� to a�end �irtua��� 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 �o� to a�end t�e �eetin� �irtua��� or appoint a proxy are set out in this Notice of Meeting.

Thank you for your ongoing support of Gentrack.

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Andy Green, CBE Chair

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 �a� a�end and participate in the annual meeting virtually via the Link Market Services Meetings Platform at www.virtualmeeting.co.nz/gtk22 �nstructions on �o� to a�end t�e �eetin� are included in the important information at the end of this notice.

Items of business

1. 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.

(a) Chairman’s introduction; (b) Addresses to shareholders; (c) Shareholder discussion; (d) Resolutions.

By order of the board.

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Resolutions

�o consider� and i� t�ou��t fit� to pass t�e following ordinary resolutions:

Andy Green, CBE Chair 26 4January 2022

1. Auditor remuneration: That the directors are aut�orised to fix t�e re�uneration o� �rnst � Young as auditor for the ensuing year.

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Resolution 1:

��t�or���t�on�to��������tor��� remuneration

�ection ���� o� t�e �o�panies �ct ���� pro�ides t�at a co�pan��s auditor is auto�atica��� re�appointed at an annua� �eetin� o� s�are�o�ders o� t�e co�pan� unless there is a resolution or other reason �or t�e auditor not to �e re�appointed. �rnst � �oun� �i�� auto�atica��� �e re� appointed as t�e auditor o� t�e co�pan� at t�e �nnua� �eetin�.

�ection ���� o� t�e �o�panies �ct ���� pro�ides t�at� t�e auditor�s �ees and expenses �ust �e fixed �� t�e co�pan� at t�e annua� �eetin� or in t�e �anner t�at t�e co�pan� deter�ines durin� t�e annua� �eetin�. ��e directors propose t�at� consistent �it� co��ercia� practice� t�e auditor�s re�uneration s�ou�d �e fixed �� t�e directors. �ut�orit� �or t�e directors to fix t�e re�uneration is a reso�ution at eac� annua� �eetin� o� s�are�o�ders. �ccordin���� shareholders are being asked to resolve t�at t�e directors are aut�orised to fix t�e auditor�s re�uneration.

Resolution 2:

Non-executive director’s re-election

Fiona Oliver was appointed by shareholders as a non-executive director 26 February 2019. ��e retires �� rotation and o�ers �erse�� �or re-election. You can read the background o� �iona on pa�e �. ��e �oard unani�ous�� supports t�e re�e�ection o� �iona as director.

��e �oard �as deter�ined t�at �iona ��i�er �ua�ifies as an �independent directors� �or t�e purposes o� t�e ��� �istin� �u�es.

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Profile

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Fiona Oliver Non-Executive Director

Fiona is an experienced Director and Audit �o��i�ee ��air. �er current� acti�e �oard ro�es inc�ude �ein� a �irector o� �rei��t�a�s Limited (NZX) and Director and Audit �o��i�ee ��air o� t�e �irst �as �roup co�panies and ��� �i�e �nsurance and ��� �nsurance �er�ices. �iona �as �or�er�� a �irector o� �i�t �ene�a��es �i�ited ���������� �u�usta �roup �i�ited ������ �inta �unds �ana�e�ent �i�ited� �u��ic �rust and t�e �ationa� �ro�ident �und.

�iona �as �xecuti�e �e�e� �eaders�ip experience in asset �ana�e�ent� �unds �ana�e�ent and pri�ate e�uit�� inc�udin� �o�din� t�e ro�es o� ��ie� �peratin� ��cer o� �� �unds �ana�e�ent ����� �estpac�s in�est�ent ar�� and �enera� �ana�er� �ea�t� �ana�e�ent �or ��� ��. �iona a�so �ana�ed t�e �is� and �perations �unction o� ����s ��dne� and �o�ned at t�e ti�e� �ondon �ased �ri�ate �apita� di�ision. �iona �as specia�ist �no��ed�e o� in�est�ents and t�e capita� �ar�ets. �iona �o�ds de�rees in �a� and �rts �ro� t�e �ni�ersit� o� �uc��and and is a �ua�ified �o�icitor in �e� �ea�and� �e� �out� �a�es and �n��and. �rior to �er �ana�e�ent career� �iona practiced as a corporate and co��ercia� �a��er at a senior �e�e� in �uc��and� ��dne� and �ondon� specia�isin� in �er�ers and ac�uisitions.

Shareholders and proxy holders entit�ed to a�end and �ote at t�e �eetin� �i�� not �e a��e to a�end t�e meeting in person. Participation in the �eetin� �i�� �e �irtua� on��� �ia an on�ine p�at�or� pro�ided �� �entrac��s s�are re�istrar� �in� �ar�et �er�ices at� www.virtualmeeting.co.nz/gtk22

��are�o�ders a�endin� and participatin� in t�e �eetin� �irtua��� �ia t�e on�ine p�at�or� �i�� �e a��e to �ote and as� �uestions durin� the meeting.

�ow�to���en��t�e��nn����meet�ng

• �o to www.virtualmeeting.co.nz/gtk22

• �o�in to t�e porta� usin� �our �u�� na�e� �o�i�e nu��er and e�ai� address

• �o re�ister to �ote� c�ic� on t�e ��et a �otin� card� �ox at t�e top o� t�e �e�pa�e� t�en enter �our�

• s�are�o�der nu��er� or

• prox� nu��er �i� �ou are an appointed prox�� a prox� nu��er �i�� �e sent to �ou�

• �o as� a �uestion� c�ic� on t�e �as� a �uestion� �ox and �o��o� t�e instructions on screen. �ou �ust re�ister to �ote �e�ore �ou can as� a �uestion.

�or �ore detai�ed instructions on �o� to

a�end t�e �nnua� �eetin��

See �������bc��t���nk�n�e�tor�er��ce��co�n�� �ener�c��oc���n��ne�ort��Gu��e����

�e reco��end �ou co��ence t�e �o�in process at �east �� �inutes �e�ore t�e �eetin� is due to �e�in.

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Proxies

�n� s�are�o�der entit�ed to a�end and �ote at t�e �irtua� annua� �eetin� can appoint a �prox�� to a�end and �ote �irtua��� on t�eir �e�a��. � prox� need not �e a s�are�o�der.

�� �ou appoint a prox�� �ou can eit�er direct �our prox� �o� to �ote or �et t�e� decide on t�e da� on �our �e�a��. �� �ou do not direct �our prox� �o� to �ote �i.e.� �or� a�ainst or discretionar�� �or a particu�ar reso�ution� t�en �our prox� �i�� a�stain �ro� �otin� on t�at reso�ution.

��e c�air o� t�e annua� �eetin� is �i��in� to act as a prox�. ���air o� t�e �eetin�� s�ou�d �e inserted as t�e na�e o� �our prox� on t�e space pro�ided on t�is prox� �or� i� �ou �is� t�e c�air to act. ��e c�air �i�� �ote in �a�our o� reso�utions i� appointed as a discretionary proxy.

�ou �a� co�p�ete �our prox� appoint�ent eit�er on�ine or �� co�p�etin� and returnin� the enclosed proxy form.

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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 �our prox� on�ine� p�ease �isit� www.vote.linkmarketservices.com/GTK. �e� �ea�and �e�ister �o�ders �i�� re�uire t�eir �����o�der �u��er and ���. �ustra�ian �e�ister �o�ders �i�� re�uire t�eir �o�der �u��er and postcode.

�ote� �� �ou �a�e pre�ious�� re�istered a �in� �n�estor �entre �ort�o�io� �o� in to �our port�o�io and se�ect t�e ��otin�� option �ro� t�e top �enu.

�n�ine prox� appoint�ent �ust �e co�p�eted b� no ��ter t��n ���� �� ����� on �ue����� �� �ebru�r� �����

Completion and return of physical proxy forms

� s�are�o�der entit�ed to a�end t�e annua� �eetin� and �ote �a� appoint a prox� �� co�p�etin� and returnin� t�e prox� �or� in one o� t�e �et�ods descri�ed on t�e re�erse o� t�e prox� �or�.

��e co�p�eted prox� �or� �ust �e recei�ed �� �in� �ar�et �er�ices �� no �ater t�an ���� a� ����� on �uesda�� �� �e�ruar� ����. �or�s recei�ed a�ter t�is �i�� not �e �a�id.

Shareholders who have appointed a proxy �a� sti�� a�end t�e annua� �eetin� �irtua��� �a�t�ou�� t�e� �i�� not �e a��e to �ote i� a prox� �as �een appointed�.

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Ordinary resolution

Voting

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 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.

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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.

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LODGE YOUR PROXY

Online: Mail: vote.linkmarketservices.com/GTK Use the enclosed reply paid envelope or address to: Scan & email: Link Market Services Limited meetings@linkmarketservices.com PO Box 91976 Deliver: Auckland 1142 Link Market Services New Zealand Level 30, PwC Tower 15 Customs Street West, Auckland 1010 New Zealand

Scan this QR code with your smartphone and vote online

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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).

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	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.