Gentrack Group Limited, Annual Meeting 2026

3 February 2026

Gentrack Group Limited (GTK)

The company will hold its Annual Shareholders Meeting at 10.00am Wednesday 25 February 2026.

It will be a virtual only meeting. You can join the meeting online at this link.

Company Overview

The company was established in the 1980s during the deregulation of New Zealand’s electricity markets. Since then, it has gone on to provide software to utilities and airports around the world. It listed on the NZX in 2014 and is also listed on the ASX. It’s management team are mainly based in the United Kingdom.

Gentrack has over 60 energy and water customers and supports 150 airports in over 25 countries. It employs 861 people.

John Scott was appointed to the Board 1 January 2026.

Current Strategy

To provide leading utilities across the world with innovative cleantech solutions.

Previous Year Shareholder Meeting

NZSA recorded the following key items at last year’s annual shareholder meeting:

1. The company had strong revenue growth in the last financial year in part from doing more with its current customers as they innovate.
2. The company added four new utility customers in FY24, including new customers in Saudi Arabia and the Philippines. It now has utility customers in eight countries.
3. The Airports Division, Veovo, which operates in 23 countries and over 140 airports, is playing a leading role in the digitisation and modernisation of the industry.

The meeting report is available at this link.

Disclaimer

To the maximum extent permitted by law, New Zealand Shareholders Association Inc. (NZSA) will not be liable, whether in tort (including negligence) or otherwise, to you or any other person in relation to this document, including any error in it.

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Key

The following sections calculate an objective rating against criteria contained within NZSA policies.

Governance

NZSA assessment against its key policy criteria are summarised below.

Directors Fees:  As previously noted by NZSA, the annual remuneration of the UK-based Chair, at $300,000, is approximately double that of NZ-listed companies of similar market capitalisation and is amongst the highest fees paid to a Chair of an NZX-listed company. The location of the Chair reflects the majority of business revenue being sourced within the UK.

While we may hold some concerns as to quantum, the disclosure to shareholders is very clear. We note the provision to pay special exertion payments although it appears none were paid the current year.

Director Share Ownership:  Directors are expected to acquire 50% of their base fee in shares over a three-year period. While NZSA prefers share ownership should be voluntary depending on the individual circumstances of each Director we accept the rationale behind this requirement and recognise the amount and period to acquire the shares is not onerous.

CEO Remuneration:  The company discloses its remuneration policy on its website, which includes an overview of the remuneration philosophy applicable to the company. The People and Culture Committee are responsible for implementing the policy.

Incentives: The CEO is paid short-term incentive (STI) in cash and a long-term incentive (LTI) by way of performance share rights.

NZSA encourages fulsome disclosure in relation to any incentive payments made to the CEO, including disclosure of measures (or measure ‘groups’), weightings, targets, and the level of achievement versus target for each component associated with any awards. This methodology is supported by the NZX Remuneration Reporting Template.

The maximum STI is 110% of base salary. The measures and weightings are well disclosed. While an STI was able to be awarded, the eligible executives decided to “invest their bonus money into the bonus pool for the larger employee population.” On this basis, no STI was earned by the CEO in FY25.

The LTI is paid by way of performance share rights. It involves a relatively complex formula based around the compound annual growth rate of the company’s earnings per share and the VWAP share price. The details are set out in full on page 32 of the Annual Report.

NZSA has previously expressed concern (and voted accordingly) as to the benchmarks required to achieve the LTI outcome, partly vindicated by the sharp increase in Gentrack’s share price following the implementation of the scheme until a high point in early 2025. Since that date, however, GTK’s share price has declined significantly – albeit still within the range agreed as part of the LTI scheme design, and still above the share price at the scheme’s implementation.

We note that the former LTI scheme had its last vesting date in December 2025. We also note that the planned FY26 component of this scheme is superseded by the design of a new scheme to take effect in 2026 (see Resolution 3).

The company is one of few that offers discloses both the gender pay gap and CEO/employee remuneration ratio.

Golden Parachutes: There is no disclosure in the Annual Report of the termination conditions of the CEO. We note he was granted 500,000 shares on his employment in 2021 with no performance hurdles. NZSA does not favour golden handshakes or parachutes as experience has shown they are not in best interests of shareholders.

In the interests of transparency, NZSA believes there should be explicit disclosure around the severance terms and notice periods associated with the CEO, including whether specific termination payments are offered.

Director Independence:  A majority of the Directors are independent.

Board Composition: The Annual Report includes a skills matrix; however, it is shown on a ‘collective’ basis. We prefer a skills matrix that attributes skill sets to each Director to demonstrate how they contribute to the governance of the company.

Director Tenure:  NZSA looks for evidence of ongoing succession or ‘staggered’ appointment dates that reduce the risks associated with effective knowledge transfer in the event of succession. We also prefer a term maximum of 9-12 years, unless there are exceptional circumstances that may apply.

Director appointment dates range from 2019 to 2024.

ASM Format:  NZSA prefers ‘hybrid’ ASM’s (i.e., physical, and virtual) as a way of promoting shareholder engagement while maximising participation.

We note the Notice and Meeting states “The annual shareholder meeting will be held virtually. We have taken the decision to conduct a virtual only meeting again this year given the global nature of our business. Our chief executive officer (CEO), chief financial officer, other key executives, and half of the Board members, including the Chair, are located in the United Kingdom or Australia. Their attendance in person at the meeting would result in significant cost to Gentrack, as well as other logistical challenges.”

Directors of Gentrack have sought advice from NZSA in relation to this issue in the past. We are accepting of the company making this decision given circumstances and appreciate the disclosure of the rationale to shareholders.

We expect that there would be few (if any) other companies on the NZX to whom we would extend this rationale and continue to encourage Gentrack to provide opportunities for meaningful engagement between the Board and its shareholders.

Independent Advice for the Board & Risk Management: NZSA looks for evidence, through disclosures, that a Board has access to appropriate internal and external expertise to support board assurance activities. The Board Charter discloses Directors can seek external professional advice. The company does not have an internal audit function. 

We note the statement in the Annual Report and Corporate Governance Statement “Aside from climate related risks and any key risks which Gentrack considers are relevant to shareholders and other external stakeholders, the Company does not report externally on material risks which may apply to Gentrack. The main strategic risks identified include risks arising from technology modernisation decisions, meeting delivery expectations and sales targets, international expansion, and the competitive landscape. “

The company publishes a separate 21-page Climate Statement

Audit

NZSA assessment against its key policy criteria are summarised below.

Audit Independence:  Good disclosure.

Audit Rotation: Gentrack ensures that the Lead Audit Partner is rotated at 5 years as required by the NZX Listing Rules. The company also discloses the appointment date of the Audit Firm EY (2021) and the appointment date of the Lead Audit Partner (FY25). Both disclosures are well appreciated by NZSA.

Environmental Sustainability

Overall approach: Gentrack’s climate-related disclosure has continued to mature in FY25, reflecting its second year of reporting under the New Zealand Climate Standards. The company demonstrates increased structural discipline in governance, risk management, and scenario analysis, and has refined its articulation of climate-related risks and opportunities. However, despite this progress, the disclosure remains at an intermediate stage of maturity. Gentrack continues to rely on adoption provisions, with no climate targets. While the FY25 Climate Statement provides shareholders with greater clarity around governance processes and risk integration, it falls short of demonstrating measurable progress toward decarbonisation or transition execution.

Sustainability Governance: Governance arrangements have strengthened in FY25, with clear board and executive oversight through the Audit & Risk Committee, and a dedicated Executive Climate Group, supported by an ESG Director and a global sustainability task force. Importantly, Gentrack confirms the existence of a board skills matrix that includes climate-relevant competencies, addressing a prior NZSA expectation.

Strategy and Impact: Gentrack continues to integrate climate considerations into its corporate strategy, positioning climate transition primarily as a strategic opportunity rather than a balance-sheet risk. Scenario analysis and transition planning have been refined in FY25, and the company clearly articulates how its technology enables customer decarbonisation across global energy and water markets. While the absence of ring-fenced climate capital deployment is appropriate given Gentrack’s role as a technology enabler, the transition plan remains high-level and indicative, without a time-bound adaptation roadmap or defined milestones to demonstrate progress from strategic intent to execution.

Risk and Opportunity: Climate-related risks and opportunities are clearly disclosed and embedded within Gentrack’s enterprise risk management framework, with physical and transition risks assessed across short-, medium-, and long-term horizons. While opportunities linked to CleanTech enablement and product innovation are well articulated, mitigation responses remain largely qualitative, with limited disclosure of residual risk or financial sensitivity.

Metrics and Targets: Gentrack discloses Scope 1 and Scope 2 greenhouse gas emissions in accordance with the GHG Protocol and confirms an intention to expand its understanding of Scope 3 emissions over time. While no climate or emissions reduction targets are disclosed in FY25, the company reports a material reduction in market-based Scope 1 and 2 emissions relative to its FY24 base year, largely reflecting the transition to renewable electricity across its operational sites. However, without defined targets or transition milestones, the disclosed emissions data does not yet allow shareholders to assess progress against a credible decarbonisation pathway.

Assurance: FY25 represents a clear improvement in assurance quality. Gentrack has obtained limited assurance over its Scope 1 and Scope 2 greenhouse gas emissions from an independent assurance provider, McHugh & Shaw. However, Scope 3 emissions are not yet disclosed and therefore not assured; NZSA would expect assurance to extend to Scope 3 as disclosure matures.

Ethical and Social

NZSA assessment against its key policy criteria are summarised below.

Whistleblowing:  Good disclosure.

Political Donations:  The Annual Report clearly discloses no political donations were made.

Financial & Performance

Gentrack’s share price fell from $13.04 to $7.00 (as of 2^nd February 2026) over the last 12 months – a 45% fall. This compares unfavourably with the NZX 50 which rose 4% in the same period. The capitalisation of GTK is $754m placing it 38^th out of 115 companies on the NZX by size and makes it a large company.

¹ per share figures based off actual shares at balance date (not weighted average)

By all accounts, GTK had a very good year, yet the share price fell sharply. This is an indicator that markets are forward looking, and if expectations are not met, the market also reacts.

Revenues rose 8% from $213m to $230m, a small rise compared to last year when revenues rose 26%. Operating Expenses rose commensurately, and this allowed for a large increase in EBITDA of 18% to $27.8m.

NPAT was $20.9m, a very large increase of 119%, however the devil is always in the detail. We note that there was an income tax benefit of $635k, as compared to an income tax expense of $5m the prior year. For comparison’s sake, Gross Profit was up 38% on FY24.

NTA per share increased further to $1.00 and shares trade at a very large premium to NTA. Unsurprisingly, the balance sheet is mainly made up of intangibles.

The company has no interest-bearing debt, with Lease and Contract liabilities comprising the largest proportion of their liabilities. The debt-equity ratio is a comfortable 0.33 (by virtue of IFRS16, which states that lease liabilities must be listed on the balance sheet) and the current ratio is 2.23 meaning GTK has enough balance sheet room to move should the require it. Net cash is $84.8m, up 27% from the year prior after reporting positive Operating cashflows of $22m.

The company released an investor presentation in conjunction with the release of their annual results and are forecasting that revenue growth will be higher in FY26 than FY25, but it is too early to provide further guidance.

Although the company is now profitable, Gentrack is still in a growth phase and has not decided to pay a dividend for FY25. The P/E ratio is high at 36 but more “normal” than last year’s 142.

The top 20 shareholders hold 80.22% of the company and the majority of largest shareholders are institutions.

Resolutions

Darc Rasmussen was appointed to the Board 12 December 2019. He has over 25 years’ experience building and growing Software as a Service (SaaS) and cloud-based businesses across global markets. Darc has spent his career working and living in Europe, the USA and Asia/Pacific, growing public and private companies including Infor, SAP, IntraPower (Trusted Cloud) and Integrated Research (ASX: IRI).

Darc led the SAP (NYSE: SAP) global CRM line of business, building it from startup to total annual revenues of US$1.5 billion, establishing SAP as the global leader in the CRM market. He was CEO at Integrated Research (IR) and led the company through a whole of business transformation strategy that delivered 70%+ growth in revenue and profits along with a 4x+ growth in the company’s market capitalisation.

During Darc’s tenure as CEO at IR he led the development and execution of a product and go-to-market strategy that won IR the distinction of Gartner “Cool Vendor” and established the company as the global market leader in the Unified Communications Performance Management market. Darc is also currently a Non-Executive Director on the Board of Objective Corporation (ASX: OCL) and Chair of the Board of Urbanise.com (ASX: UBN).

We will vote undirected proxies IN FAVOUR of this resolution.

John Scott was appointed by the Board as a director of Gentrack on 1 January 202 and is therefore required to offer himself for election. He has experience in the areas of global technology, digital transformation, and business strategy. John was previously CEO of Invenco, a private company providing self-service payment technology solutions. Under his leadership Invenco was sold to Vontier, an industrial manufacturing company based in the US in late 2022, becoming known as Invenco by GVR.

John is currently executive chair of the board of NZX-listed EROAD (NZX: ERD), chair of the board of AoFrio (NZX: AOF), and chair of Digital Matter, all IoT technology and software solutions companies and he is also chair of hydro foiling electric vessel company, Vessev. Prior to this, John was an independent director for the digital engineering and software development company asBuilt and was a key executive for Navico Holdings involved in the design and manufacture of integrated systems and products for the marine, RV, and industrial markets. In his early career John worked for Navman and the NYSE-listed Brunswick. John holds a Bachelor of Mechanical Engineering from the University of Auckland.

We will vote undirected proxies IN FAVOUR of this resolution.

The Senior Management LTI Scheme has been part of Gentrack’s Executive Leadership Team’s remuneration framework since 2016. The current scheme was approved by shareholders in October 2023, with the strong share price appreciation until January 2025 resulting in most of the benefit under those performance rights already vesting to executives.

Again, however, NZSA notes the significant decline in share price since that time.

On this basis, the company plans to introduce a new senior management LTI scheme, with awards in two categories:

1. 1. An LTI Award (performance rights). Gentrack notes that recipients of the 2023 Performance rights will not receive this award in FY26. This award does not require shareholder approval.
   2. An “Accelerator” Award of performance rights for the Executive team to reward the achievement of stretch targets, over a three year period.

The full details are set out in the Notice of Meeting.

From NZSA’s perspective, while the scheme remains “front-end” loaded, with 40% of the accelerator rights able to vest within a year (September 2026), there are a number of improvements in this scheme as compared to the October 2023 scheme.

In particular, the award quantum (over three years) seems more aligned with benchmarks. We note that the new scheme picks up where the October 2023 scheme finishes with a “deemed” opening price of $10 (current share price = approx.. $7.50). Last, we note the significant and meaningful compound annual growth rate benchmarks that determine vesting.

We are pleased to be able to vote undirected proxies IN FAVOUR of this resolution.

This is an administrative resolution.

We will vote undirected proxies IN FAVOUR of this resolution.

Proxies

You can vote online or appoint a proxy at https://vote.linkmarketservices.com/GTK/

Instructions are on the Proxy/voting paper sent to you.

Voting and proxy appointments close 10.00am Monday 23 February 2026.

Please note you can appoint the Association as your proxy. We will have a representative attending the meeting.

The Team at NZSA