GENTRACK GROUP LIMITED — Share Issue/Capital Change 2023

Nov 27, 2023

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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

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 GroupLimited
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 vestingof PRs.
Nature of the payment (for example, cash or other	N/A
consideration)
Amountpaid up (if not in full)	N/A
Percentage of total class of Financial Products	The PR’s will represent 100%
issued/acquired/redeemed/ (calculated on the number of	of that class of financial
Financial Products of the Class, excluding any Treasury	products on issue. PR's to
Stock, in existence)	which this notice relates were
	to vest, the new shares would
	represent 7.7% of the ordinary
	shares of Gentrack Group
	currentlyon issue
For an issue of Convertible Financial Products or Options,	• Each PR issued to the
the principal terms of Conversion (for example the	relevant participants under
Conversion price and Conversion date and the ranking of	the Senior Management

Gentrack Group Ltd | ARBN 169 195 751

the Financial Product in relation to other Classes of	LTI Scheme that vests
Financial Product) or the Option (for example, the exercise	entitles the relevant
price and exercise date)	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
	theprecedingvesting

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 ordinaryshares on issue.
Reason for issue/acquisition/redemption and specific	Issued under the Senior
authority for issue/acquisition/redemption/ (the reason for	Management LTI Scheme.
change must be identified here)
Total number of Financial Products of the Class after the	The PRs to which this notice
issue/acquisition/redemption/Conversion (excluding	relates and issued under the
Treasury Stock) and the total number of Financial Products	Senior Management LTI
of the Class held as Treasury Stock after the	Scheme represent a separate
issue/acquisition/redemption.	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	N/A
shares are to be held as treasurystock
Specific authority for the issue, acquisition, or redemption,	Rules of the Senior
including a reference to the rule pursuant to which the	Management LTI Scheme,
issue, acquisition, or redemption is made	Shareholder resolution dated
	10 October 2023, Board
	resolution dated28 November
	2023and ListingRule 4.6.1.
Terms or details of the issue, acquisition, or redemption	See the principal terms
(for example: restrictions, escrow arrangements)	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
	28 November 2023
Date of release through MAP

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

Gentrack Group Ltd | ARBN 169 195 751