Gentrack Group Limited (NZE:GTK)
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Apr 29, 2026, 5:05 PM NZST
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AGM 2026

Feb 24, 2026

Andy Green
Chair, Gentrack Group

Good morning, everyone. Welcome to Gentrack Group Limited's annual shareholder meeting. I'm Andy Green, the Chair of the Board of Gentrack Group Limited. Today, we're very pleased to welcome you as online participants through our virtual meeting platform, provided by our shared registrar, MUFG Corporate Markets. Given the global nature of our business, we are holding a virtual meeting again this year. Our Chief Executive Officer, Chief Financial Officer, and other key executives, some of our Board members are usually located in the United Kingdom or Australia, and holding a virtual meeting avoids significant costs as well as logistical challenges. We've pre-recorded messages from each of the directors who are standing for election. This is to minimize the risk of technical issues interfering with the smooth running of the meeting. You can vote and ask questions online.

To vote, you'll need to click Get a Voting Card within the online meeting platform. Please then enter your shareholder or proxy number to validate. Mark your voting card in the way you wish to vote by ticking For, Against, or Abstain on the voting card. Once you have made your selection, please click Submit Vote to lodge your vote. Please refer to the virtual meeting online portal guide or phone the helpline if you require assistance. I really would encourage you to send through your questions as soon as you can through the virtual meeting website. This will allow us to answer these questions at the appropriate time in the meeting. To ask a question, you will need to click Ask a Question within the online meeting platform, select the item of business, type in your question, and then click Submit.

Before we formally begin, I am attending this meeting from London with our Chief Executive Officer and Executive Director, Gary Miles, and our Chief Financial Officer, John Priggen. I would also like to introduce you to my fellow Board members, Fiona Oliver and John Scott, who are attending from Auckland in New Zealand; Gillian Watson, who is attending from the UK; and Darc Rasmussen, who's attending from Australia. Sadly, Stewart Sherriff is unwell today and unable to attend. We wish him all the best. Details of the background and experience of all directors is contained in the annual report on the website, where we'll hear from Darc Rasmussen, who is standing for re-election as a director, and John Scott, who is up standing for election as a Director during the formal business of the meeting.

With us today are Rob Yeardley from our auditors, Ernst & Young, and Toby Sharpe and Glenn Joblin from our solicitors, Bell Gully. I'd like to take this opportunity to thank our auditors and lawyers for all the work they've done for Gentrack. The Company Secretary has confirmed to me that the notice of meeting has been sent to shareholders and other persons entitled to receive it. The company's constitution prescribes a quorum requirement of three shareholders having the right to vote at this meeting. This requirement has been met. On that basis, I am pleased to formally declare the meeting open. Details of proxy voting are now available on the screen. I'd like to thank shareholders for their participation in today's meeting. As required by the NZX Listing Rules, the following are excluded from voting in favor of Resolution 3.

As an expected recipient of the accelerated performance rights, Gary Miles and any of his associated persons are excluded from voting on Resolution 3. Any other expected recipients of the accelerated performance rights who are shareholders in Gentrack are also excluded from voting on Resolution 3. Aside from these voting exclusions, directors intend to vote all discretionary proxies we have received in favor of the resolutions as set out in the notice of meeting. The financial statements for the 12-month period to the 30th of September, 2025, together with the auditor's report, are set out in the company's annual report. The annual report was made available on Gentrack's website in December. Let's look at the agenda. The order of events for this morning's meeting will be as follows: I will make an address to shareholders, and Gary will then give a business review.

We'll take shareholder questions, then we'll go through the ordering resolutions. Voting on all resolutions will be conducted by way of a poll. You'll be able to ask online questions, as I explained, through the virtual meeting website. I encourage all shareholders who are attending online to send their questions through as soon as possible. Let's now move to the first agenda item, my chair's address. Gentrack operates in the energy, water, and airport sectors. All of these are growth segments and all provide essential services. Our mission in our utilities business is to help the world accelerate towards a net zero future by leading the global modernization of energy and water retailers. Gentrack has over 760 utility professionals who are passionate about this purpose.

We're a market leader in our core markets of Australia, New Zealand, and the United Kingdom, we are continuing to target expansion into our growth markets of Asia and EMEA. In October 2025, we passed a key milestone for our utilities business, with Genesis Energy of New Zealand going live on the first full-scope deployment of g2.0, our new cloud-based platform with Salesforce CRM embedded. Soon, ACEN of the Philippines will go live with g2.0, making our first Asian g2.0 customer and the first B2B deployment of the g2.0 stack. We announced in November that we've signed our first g2.0 water customer in the U.K. with our recent win at Pennon Water Services. Supporting business to business and mass market across both the energy and water sectors is a strong differentiator for Gentrack.

In our financial year ending the 30th of September 2025, group revenues increased by 8% to NZD 230.2 million (New Zealand Dollar), with recurring revenue growing faster at 13% to NZD 155.4 million (New Zealand Dollar). This reflects the quality and durability of our earnings across both divisions. In utilities, total revenue grew by 7% to NZD 193.4 million (New Zealand Dollar), and recurring revenues grew strongly by 12% as wins and upgrades from prior periods flowed through into the year. Non-recurring revenues were 5% lower than in financial year 2024, a reflection of the high level of project work in the prior year and the variable nature of those services, of those revenues. Our airports division, Veovo, excuse me a second.

Our airports division, Veovo, which operates in over 25 countries and over 150 airports, delivered another strong performance, with revenue growth of 15%, growing to NZD 36.8 million (New Zealand Dollar). Growth was driven by new customer wins in the prior year in the UK and the Middle East, also by upgrades in the Asia-Pacific region. Group EBITDA increased by 18% to NZD 27.8 million (New Zealand Dollar). We continue to invest in our product portfolio, including that successful first deployment of g2.0, all of which has been expensed in the year. We also increased investment in sales to support the high levels of activity we are seeing in the pipeline. Net profit after tax increased to NZD 20.9 million (New Zealand Dollar), an increase of 119% over the prior year.

We also continued to generate cash, closing the year with NZD 84.8 million (New Zealand Dollar) on the balance sheet, an increase of NZD 18.1 million (New Zealand Dollar) over financial year 2024, leaving the group well positioned to support future growth. Both our utilities and Veovo businesses operate in high growth and consolidating markets. The Board believes the best use of capital remains continued investment in growth, and accordingly, no dividend has been declared. We do, however, keep our use of capital under regular review. In the utilities business, in addition to our focus on global expansion, we continue to see new opportunities for more customer wins across our core markets. Utility Warehouse is one of the U.K.'s fastest growing retailers, and in March 2025, they selected Gentrack to manage the billing of their nearly 2 million electricity and gas meter points.

Across financial year 2025, we signed several long-term billing renewals, including with ENGIE, Shell Energy, Wave, Castle Water, So Energy, and Marble Power in the U.K., Vector in New Zealand, and Singapore's PacificLight. Veovo's growth story has continued in financial year 2025, driven by airports investing in digital transformation. I've noticed the signing of our contract with NAV CANADA as the air navigation service provider for Canadian air traffic controller. This is a long-term contract that reinforces Veovo's leading position in aeronautical billing, but also is an entry into a new market segment with global potential. Financial year 2024-2025 saw Veovo deliver more projects than ever before, including multiple airports going live with our passenger predictability platform in Saudi Arabia and at the Manchester Airports Group.

At London Gatwick, our win for integrated airport control is driving forward our AI and machine learning prediction platform as we deliver the first phase of their Total Airport Management concept. Veovo enters financial year 2026 with a strong backlog of projects and strong pipeline. Both the utilities and the airports industries are transforming at pace. They're dynamic markets in a state of change, and we're confident in our ability to lead these markets globally over time. We'd like to thank our customers and shareholders for their continued support and the entire Gentrack team for their achievements and commitment to Gentrack's future. Thank you for listening to my chair's address. We'll now move to the CEO's commentary from Gary. Gary, over to you.

Gary Miles
CEO and Executive Director, Gentrack Group

Thank you, Andy. First of all, thanks to all the shareholders for participating today and voting on these important topics. I'm gonna be relatively brief because Andy's covered a lot of it already. If we go to the next slide, please, I just wanna underpin the momentum and the two different verticals. If we can go ahead and click one more time. On the utilities space, we continue to see g2.0 momentum. We spoke about it with Genesis getting very good improvements in their call handling time, customer experience, and general use of the system. We're working hand in hand with them to make that a great experience for their, for their users and for their customers.

Going live in ACEN and the Philippines, Pennon with the water project here in the U.K., it's exciting and really brings us a breadth of different domain verticals with g2.0, which kind of speaks to our strength. We have a bunch of fantastic customers that lead the industry, more than 60 retailers. You can see some of the names here, some big companies, Shell, ENGIE, and others, across eight different countries. We've signed a number of long-term renewals this year. We sign about this many renewals each year. It shows that our customers are leaning into us to bring them innovation today and into the future. On transformation, I think it is clearly one of the strengths that we have.

We're able to spin up teams in our core markets and markets far afield and deliver projects successfully. We see the lack of being able to do delivery has been led to the downfall of some of the people that have companies that have tried to enter this domain, they failed on the delivery side or the technology side, this is a very, very strong capability of Gentrack, and we look forward to putting it to use as we go into more and more countries around the globe. On the airports division, effectively a Rule of 40 company, if you back out the hardware, a Rule of 40. The airports division seems to continue to go from strength to strength as we came out of the pandemic, air traffic control has just blossomed.

Some big new logos in Brazil with Infraero, Seattle, NAV CANADA, that Andy talked about, airports in Australia. A very strong base that we can do more with, I think. That has a lot of value to be in more than 25 countries with mission-critical software, running the airports of a lot of countries. Andy also talked about some of the transformation programs that we're doing at exciting airports like Sydney and Edinburgh and other locations. We had Melbourne Airport speak at our strategy days, which was always fascinating to hear about the complexity of that space. Two super exciting verticals, energy and water, and then airports to growth areas that are transforming, areas that need our help.

We look forward to leading in this space globally and continuing to press on with our success. If you go to the next slide, please, I would like to touch briefly on a trend that is pretty topical today. The pace of AI is astounding, actually. We are a big believer in the power of AI. It seems to be running even ahead of expectations for the output that we're getting from it, as well as the, you know, the impact it will have actually on our planet and society. I would say from a fundamental perspective, we do not think we're one at risk. We actually think we're one that's gonna benefit from this. We are the system of record.

It's hard to do AI without data, and we hold the single source of truth for the data. Our portfolio is hyper complex, very, very complex. You know, you look at the context window and things like that for AI, to be able to spin up new applications quickly is pretty feasible. To be able to build entire portfolios and have deep domain knowledge is something that's a totally different scale and capability. Security is critical for our customers across the globe, SOC 2 compliance, ISO 27000 series, et cetera, which we hold and we covet. Lastly, if you're going to transform an industry, you need people to do it. You need people and experience to know how to run programs.

We have a lot of it. We feel like this gives us a strong foundation to which we can protect our revenue streams, our customers, and we can drive more growth. If we talk about driving growth, AI is an accelerator for us. We're using it very actively in the business. We're finding that if, you know, a legacy code, maybe we get a 15%-30% improvement in performance with our development tools. If you're developing a new code, new applications, et cetera, let's say new bolt-ons, we're seeing 500+% performance improvements. It's astounding. It's fantastic. We're also taking AI and its capabilities to bring down the cycle time of innovation with our customers.

We're putting forward deployed engineers with our customers that are on the AI tools to prototype, to understand their needs better and bring that back to our development engine that will harden it even quicker. This is a fundamental change for the way we're operating with our customers, and it's pretty exciting. Interestingly enough, you know, when we look at our capital allocation, our balance sheet, we're always looking for innovative bolt-ons. In an AI world, some of the bolt-ons, you know, you can actually the build option becomes much more relevant than it did in the past. I'm not saying that we're not ever gonna do a technology bolt-on, because sometimes you're taking talent as well as technology, as well as customers, but it definitely gives us more optionality to put our capital to use in more efficient ways.

We do foresee efficiencies across our business with AI. In terms of unlocking customer value, the future of retail and the front office is gonna change fundamentally. It's gonna be each of us will probably have an agent that's switching us from a low-cost retailer to another one that's giving us the best distributed energy resource services, whether it's battery or solar or plain commodity. That agent will switch us to sites. They'll talk to agents. The call center is gonna change. It's gonna be replaced to a large extent by AI capabilities and different types of agents from ChatGPT and Claude and others. We are a big believer in this. We're taking our system of record and our domain expertise and helping our customers with this transformation.

Pricing and forecasting will be a differentiator for these suppliers. Using machine learning to come with the right price and based on forecasting curves, et cetera, will differentiate between the winners and losers. The last thing I'd like to say is that if you talk about a reason to transform, in the past, we were very bullish, and we remain bullish that the energy industry in particular, needs to transform for the new energy era, time of use charging, distributed, you know, pricing, resources, et cetera. An equal, if maybe even more compelling reason to transform is rising, which is how do you transform the technology and people into the AI era of a utility? It's a very difficult thing for a CEO of a utility to do.

They need a strong partner to do that, and we can help them on this transformation journey because we are experts in this space, and we're gaining more and more knowledge around AI. All of this is exciting for us and for our customers, and I think our shareholders, we understand it well, and we're leaning into it. If you go to the last slide, I'd like to just quickly close because I think, once again, Andy covered it very well. We are in two great industries with a very large TAM and utilities, $17 billion, airports digitizing. We have a controlling hill. We have, in terms of our positioning, if you talk about the sum of the parts of Gentrack as a group, we have more than 60 utilities that rely on us to run their business. We're now in eight countries.

We have ambitions to be in 40+ countries. We are already a global airports player. We have extensive IP and 4,000 years of experience. We know how to deliver systems around the globe and transform effectively. We do not fail transformations, which is a pretty typical thing on the industry to have trouble on transformations. We're very good at it. We generate cash, we have no debt. When you talk about the sum of parts, we have other holdings like the Amber holdings, which we see as going from strength to strength. We feel very good about our capabilities. This translates into a great opportunity for us, our people, and our shareholders. There is no change that we're making today to our guidance that we previously provided in the end of November, early December.

We remain confident about our position in the industry vis-a-vis our capabilities, the competitive landscape, and the need for it to move and transform, and we look forward to providing great results for all of our stakeholders. With that, I'll hand back to Andy. Thank you.

Andy Green
Chair, Gentrack Group

Thank you very much, Gary. Great. Right, let's move on to shareholder questions. John will help me out here. Before turning to the formal part of the business meeting, we now give shareholders the opportunity to ask questions, whether related to the presentation, the financial statements, or the management of the company. Questions on the resolutions will be addressed when we come to the business of the resolutions. You can continue to provide questions online, and we will also address questions already submitted. If we run short of time or unable to answer your question online today, we'll turn to the formal part of the meeting and endeavor to respond to you after the meeting. Okay, John, what have we got to go through?

John Priggen
CFO, Gentrack Group

We have received some shareholder questions online, and the first question from Steve May is: "At last year's AGM, I asked you to voluntarily put up a remuneration report for vote at today's AGM. London-based Chair, Andy Green, promised to look into it, but you've obviously decided against such a move, even though fellow New Zealand companies, Xero and Fletcher Building, both do this. Will you see the light if the alternative is an external candidate nominating the Board at next year's AGM on a platform of introducing a non-binding rem report vote, something like U.K., U.S., and Australian investors now regard as substandard governance?

Andy Green
Chair, Gentrack Group

We looked at it. As you say, very few New Zealand companies are doing it. We concluded not to. We'll keep it under review and see how it goes. It's, it isn't quite as easy to say, you know, what is done in different jurisdictions is very different. We normally think it is best to stick to the jurisdiction we're operating in and the way we do that. We'll keep it under review. It's always up to shareholders whether they want to put forward a director for nominations. Always welcome.

John Priggen
CFO, Gentrack Group

The second question we have is: "Can we have an update on any movement in pipeline since annual results were announced?

Andy Green
Chair, Gentrack Group

Gary.

Gary Miles
CEO and Executive Director, Gentrack Group

Our position remains the same. Our pipeline is strong and growing. We talked about 10 deals that were kind of in more visible state. This has not changed. We have not made an announcement about that, but we remain confident, and we look forward to providing updates when updates are available.

John Priggen
CFO, Gentrack Group

The third question we have: "Can we upload the video of the strategy day to the investor center?" Look, I think it's something that we will go away and look at. We need to be careful, though, in terms of components of the presentation that perhaps we don't want visible to competitors and other parties. I think that's been the one of the considerations today.

Gary Miles
CEO and Executive Director, Gentrack Group

Yeah. We should look at that or parts of it.

John Priggen
CFO, Gentrack Group

The next question we have is from Connor McArthur: "What is likely to be the impact of competition from Kraken and AI on Gentrack?

Andy Green
Chair, Gentrack Group

I think Gary's covered off the AI piece in his presentation. Look, we're in a competitive market. There are big incumbent competitors out there. There are new competitors. It's a very big market. We have clear strengths. We believe we've got a very good opportunity in front of us, and, you know, remain very confident.

John Priggen
CFO, Gentrack Group

The next question from Russell Felton is: "Gentrack is an impressive company with business around the world, increasing number of customers and profits. You speak very positively, but I'm disappointed why the share price is static.

Is there something I don't understand? What is holding back the share price?

Andy Green
Chair, Gentrack Group

I think this is gonna come up a fair bit. I mean, the share price over the last five years or so has gone from sort of NZD 1.50- NZD 4.14, and up to around NZD 10 or above, and then back to NZD 7.20. I think specifically what's been holding back the share price this year, to 2026, is a significant rerating of all software stocks. It's come about because, you know, AI moved really quickly in the early part of 2026. A number of announcements were made, which surprised everybody. You can see this, by the way, not just in software stocks. You can see it in advertising agency stocks, even saw it around banks the other day.

What really is happening is I think people don't yet know, they haven't really thought, they haven't been able to work out, where will these impressive improvements in AI really affect companies where they will not? You know, Gary's laid out really clearly, I think, why we feel very confident about where we are. We think our clients, our customers, are gonna have to be really thoughtful and careful about the way they implement AI. We think we're in a very good position to help them do that. I think everybody, you know, everybody will understand the importance of keeping that very important consumer data. You know, in a, in a real-time smart meter world, that consumer data about how much power is being used in the house, how much water is being used in the house, all those things, are highly confidential information for people.

You know, we are in a fantastic position of understanding this sector, able to work with our customers on that. You know, I think which produces a very strong defensive moat. I'm afraid we can't expect that markets will easily sort out the wheat from the chaff. Which are the areas which are gonna hit by AI fastest, which are the ones which are more defensive. We've always, as you know, been a very defensive stock to the economic cycle. I expect when the dust settles, people will see that we are one of the stocks which will benefit from AI rather than be threatened by it.

John Priggen
CFO, Gentrack Group

There are no further questions on, this part.

Andy Green
Chair, Gentrack Group

Great. Thank you, John. If we may, we'll move on to the ordinary resolution. Ladies and gentlemen, we now come to the formal part of the business matters requiring resolution, which are outlined in the notice of meeting. You may ask questions on each matter being put to shareholders through the virtual meeting website. Moving to the resolutions, I propose to call a poll on each of these resolutions. As I mentioned, shareholders will be able to cast their vote using the electronic voting card received when online registration is validated. To vote, you will need to click Get Voting Card within the online meeting platform. You will be asked to enter your shareholder or proxy number to validate. Please mark your voting card in the way you wish to vote by clicking For, Against, or Abstain on the voting card.

Once you've made your selection, please click Submit Vote on the bottom of the card to lodge your vote. Please refer to the virtual meeting online portal guide or use the helpline on 0800 200 220 if you're in New Zealand, or +64 9967 7751 if you're outside New Zealand, if you require assistance. Voting will remain open till five minutes after the conclusion of the meeting. Each resolution set out in the notice of meeting is to be considered an ordinary resolution. As such, must be improved by a simple majority of the votes cast by shareholders entitled to vote and voting on the resolution. The outcome of proxy votes will be displayed for your information on the side for each of the resolutions. The first resolution is the re-election of Darc Rasmussen as a Director.

Darc joined the Board as a Non-Executive Director in December 2019. He retires by rotation and offers himself for re-election this year. Darc's credentials are set out in the notice of meeting. Darc will now address the meeting on his proposed election in the form of a pre-recorded video.

Darc Rasmussen
Non-Executive Director, Gentrack Group

Good morning. For those of you who have not yet cast your vote on this resolution, I would like to offer some context to assist your decision. My name is Darc Rasmussen. At this ASN, I am standing for re-election as a Non-Executive Director of Gentrack. It has been a professional privilege to serve on this Board for the past five years. When I joined, the company was at an inflection point. Together, the Board and management took the hard decisions required to reshape leadership, reset strategy, and execute a clear transformation agenda. Not simply to turn around the loss-making business, but to unlock the full potential of Gentrack. I'm pleased to say the results speak for themselves. Over that period, the company has more than doubled its revenue, growing it and EBITDA at 18% CAGR across the combined utilities and Veovo airports business.

That performance did not happen by chance. It was driven by transformation at every level of the business. The company invested in its new next generation platform, g2.0. This is now delivered and proven in market. A new modern platform built for the new energy economy, positioning the company for continued growth across global markets. Gentrack has invested to open and expand markets in Asia, Europe, Eastern Europe, and the Middle East, positioning the company to benefit from the global wave of modernization as utilities and airports around the world respond to the renewables revolution, rising customer expectations, and evolving regulatory and operational obligations. Both utilities and airports demonstrated resilience through the pandemic and emerged stronger. Looking forward, the world has changed again, most notably with the rapid advance of AI. AI is not a threat to Gentrack's relevant.

It is an accelerator of value creation for the company. Gentrack already owns what matters in this domain: deep industry workflows, proprietary data models, and an extensive integration ecosystem across companies that customers and industry depend on. These are not elements that AI can replace. It will have to leverage them to operate and deliver. To leverage this acceleration opportunity, we are working to embed AI into every aspect of our platform and ecosystem to accelerate time to value, automate operational complexity, and improve customer outcomes, while importantly, maintaining the governance, security, and reliability that critical infrastructure requires. I have had the privilege of leading enterprise software companies through outsized growth and profitability as a CEO and as a Board member across very large and medium-sized companies. That track record was built by constantly adapting to and taking advantage of new market dynamics and technology disruptions.

Should you choose to re-elect me to the Gentrack Board, know that I do not countenance mediocrity. I strive for excellence in everything I do, and for Gentrack, that means outsized shareholder returns, driven by delivering world-class leading solutions that deliver great customer outcomes. As a graduate of the Australian Institute of Company Directors, my focus is on outstanding performance, underpinned by solid governance. While I am on the Board, this is my commitment to you, our shareholders, our employees, our suppliers and partners, and our customers. Thank you for your time and for your support.

Andy Green
Chair, Gentrack Group

In that Darc is an independent director for the purposes of the NZX Listing Rules. The Board unanimously supports the re-election of Darc. I now propose that Darc Rasmussen be re-elected as the director of Gentrack Group Limited. Are there any questions for the Board concerning the motion from shareholders in attendance or online?

John Priggen
CFO, Gentrack Group

There are no questions on this matter from shareholders.

Andy Green
Chair, Gentrack Group

Thank you. Well, let's move on to Resolution 2, which is the election of John Scott as Director. John Scott was appointed to the Board on the 1st of January 2026. A Director appointed by the Board must not hold office without re-election past the next annual meeting following the director's appointment. John offers himself for election this year. His credentials are set out in the notes of the meeting. I now invite John to address the meeting on his proposed election.

John Scott
Non-Executive Director, Gentrack Group

Good morning, good evening, depending on the world where you are. By way of introduction, my name is John Scott. I'm a failed rugby player who had to fall back on his engineering career. I've done engineering across the world, and later on I fell back into management roles and then leadership, later leadership roles, and more recently I've fallen into a whole bunch of governance stuff. I've had transactions along the way that are in the 8-10 figure amount, four or five significant ones, three or four major ones. More recently, as I get into this governance thing, I'm trying to work out my version of it. I feel like everybody has a version of their own, where you're trying to balance the customer, the shareholders, and the staff.

I think mine is based on my background with PE, which is probably more a three-year horizon and more focused on some combination of shareholder return and customer satisfaction. I hope you like my one, and I'm gonna do my best for you guys. By way of my current activities, I work across six companies, so a combination of public and private companies. Some are startups with 30, 40 people. Some are more the Gentrack size. I feel like every single one of them has something to offer the other, and what I hope to bring is a little bit from the best of each one to the other companies. People asking me why I'd like to be involved in Gentrack.

Because they asked me, which is always very nice. I met some really nice people along the way. It always starts with good people. You got good people in a good industry, you can solve most problems. I really like our promise, like 15%+ CAGR over the next coming years means we've got something in the tank. That excites me. My core kind of involvement thesis for most of these companies is that New Zealand Tech and are we exporting to the world. That's my big tick. I love the net zero promise. I mean, helping companies get there is a big thing. Yeah. That's me in a nutshell. I appreciate your support. I hope I can do some good things for you guys. Thank you.

Andy Green
Chair, Gentrack Group

Thank you. The Board has determined that John is an independent director for the purposes of NZX Listing Rules. The Board unanimously supports the election of John. I now propose that John Scott be elected as a director of Gentrack Group Limited. Are there any questions for the Board concerning the motion from shareholders in attendance online?

John Priggen
CFO, Gentrack Group

There is a question from shareholders. John Scott's profile picture on LinkedIn has him surfing an enormous wave. Given the fears about software companies like ours getting dumped by the enormous global AI wave, after a few weeks on the Board, what is his view about how serious the AI threat is to our business?

Andy Green
Chair, Gentrack Group

Look, I think we've answered this pretty thoroughly already. I think, you know, John's just new on the Board, and, you know, I think we all on the Board feel very strongly that we have a really strong opportunity here. That we're in a defensive industry, defensive industries that use crucial data, and that we've discussed, a number of us already, look at this as a tremendous opportunity.

John Priggen
CFO, Gentrack Group

There are no further questions on this matter from shareholders.

Andy Green
Chair, Gentrack Group

Okay, thank you. Please now select either For, Against, or Abstain for Resolution 2 on the voting card. Thank you. Resolution 3 concerns the approval of the issue of accelerated performance rights under the Senior Management LTI Scheme. Details of the proposed resolution are outlined in the notice of meeting. I now propose that shareholders approve the issue of accelerated performance rights under the Senior Management LTI Scheme. Are there any questions for the Board concerning the motion from shareholders in attendance online?

John Priggen
CFO, Gentrack Group

We have received some questions from shareholders online. First question is from David Gulp. "What explanation does the Chair or Board have for the substantial decline in the share price over the last year? Has the Board reconsidered the executive performance right scheme in the light of the temporary surge in the share price, which appears to have rewarded executives excessively because of cyclical share price changes?

Andy Green
Chair, Gentrack Group

Look, I mean, I do think these things, you know, vary over what time you look at them. Remember, you know, when the management team arrived, the share price was around NZD 1.50. When we were setting the rights in around October 2022 was about NZD 4.40. It then rose and was, you know, NZD 11.00 a year ago. Again, towards the end of last calendar year, was again up around the NZD 10.00 level. There wasn't a massive decline really, until we came into 2026 in that then.

There's been lots of ups and downs, and there are with share prices all the way through. Over the long run, I don't think it's fair to say that this is cyclical because of, in a positive way, because of Gentrack, and that executives have benefited from that. I think what's happened is we have seen, as I was talking about earlier, this sudden uncertainty and doubt across a whole range of sectors about what AI will do. We remain confident that that will sort itself out, you know, and that over time, the good work that's done, those very impressive long-term growth rates we've seen in revenue and profitability, over the period will show through in, into the share price, again, as they have in the past.

I think there's been concern about the pipeline and how long it's taken for that to deliver as well, on top of the cyclical stuff, and we take that into account. You know, we set these schemes up, we manage them thoughtfully and carefully, and we then implement them by the rules. As I said, it's a very impressive overall performance. You look at both the underlying numbers and, the way the share price has moved over the long run. We're seeing a particular dip right now as we sit here, let's all hope that the markets will sort themselves out over time on some of these issues.

John Priggen
CFO, Gentrack Group

Second question we have is from Michael Elizabeth Michelle. "If the company wants to reinvest and not pay a dividend, there should be no performance payments. Therefore, no performance payments should be paid.

Andy Green
Chair, Gentrack Group

look, the company has the ability to pay a dividend. The executive don't decide whether we pay a dividend or not, the Board does. The Board believes that the company is best by maintaining its cash on the balance sheet to oversee potential growth opportunities. it takes very careful notice of shareholders' views and thinks carefully about this issue, but it is not an executive issue, and it would be wrong, I think, to in any way align executive reward, which is all about making sure we have the right team driving for long-term total shareholder return value. Which, by the way, if we were giving dividends, would be included in any total shareholder return calculation. with whether the Board chooses to have a dividend or not. we know you're interested in a dividend.

In general terms, I think most shareholders believe that this is a growth sector which is worth keeping the powder dry on at this stage.

John Priggen
CFO, Gentrack Group

Third question we have: "It's unusual to get a vote on the CEO's incentive grant at a New Zealand AGM, whereas this is common in Australia. Why does this need approval? Could the CEO summarize his past LTI grants as to whether they have vested or lapsed? Also, has he sold any ordinary shares in the company or bought any on the market without relying on an incentive scheme to build his equity position in the company?" Don't, this is not one to look up into the annual report. It's something that perhaps the CEO could actually summarize briefly.

Andy Green
Chair, Gentrack Group

The Board takes a decision to bring these to the shareholders on a number of grounds. A whole series of reasons why we thought we'd like to talk to shareholders. We've talked intensely with shareholders offline about this. We have deliberately set out to have a more aggressive remuneration scheme than many organizations do, because we are up against very large, privately held organizations, and we need a management team who can compete and work with those, and where we can attract the right level of people in order to deliver the sort of performance that you've seen us achieve over the last five years. Gary has only sold shares in order to pay tax, and not always done that.

In that sense, he has, he's invested to some extent, and most of his schemes have vested with a small number of lapsing over the period.

John Priggen
CFO, Gentrack Group

There are no further questions on this matter from shareholders.

Andy Green
Chair, Gentrack Group

Right. Thank you very much. As there are no further questions on the matter from shareholders joining online, will you please now select For, Against, or Abstain for Resolution 3 on the voting card? Resolution 4 is regarding authorization to fix auditors' remuneration. Resolution 4 concerns the remuneration of Gentrack's auditor. The Companies Act 1993 provides that Ernst & Young continue in office as auditor. A resolution is required in respect to their remuneration. Details of the proposed resolution are outlined in the notice of meeting. I now propose that the directors are authorized to fix the remuneration of Ernst & Young as auditor of Gentrack for the ensuing year. Are there any questions for the Board concerning the motion from shareholders online?

John Priggen
CFO, Gentrack Group

There are no questions on this matter from shareholders joining online.

Andy Green
Chair, Gentrack Group

Thank you. Please now select either For, Against, or Abstain, for Resolution 4 on the voting card. Thank you. That concludes the formal part of the meeting. You should now have submitted your votes, and the voting will remain open for five minutes after the close of the meeting. Ladies and gentlemen, we thank you very much for your attendance at Gentrack's annual meeting. We'll be announcing the results of the formal business of the meeting to the stock exchanges later today. I now declare the meeting closed.

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