11 May 2016

Notification of Long Term Incentive Scheme and issue of Performance Rights

In accordance with NZX Listing Rule 7.12.1, Gentrack Group Limited (NZX/ASX: GTK) (Gentrack) advises that it has adopted a Long Term Incentive Scheme (the LTI Scheme). The LTI Scheme has been established to:

• assist in the reward, retention and motivation of key employees;
• link the reward of key employees to shareholder value creation; and
• align the interests of key employees with shareholders by providing an opportunity to key employees to earn rewards via an equity interest in Gentrack based on creating shareholder value.

The number of Performance Rights (PRs) which may be granted under the LTI Scheme in any 12 month period is restricted in aggregate to 3% of the total issued capital of Gentrack at the commencement of that period, unless prior shareholder approval is obtained.

Gentrack advises that it has issued 152,400 PRs for no consideration as an initial grant under the LTI Scheme. The performance rights were issued with an effective issue date of 2 May 2016.
Each PR issued for the first award under the LTI Scheme gives the right to receive one ordinary share in Gentrack, subject to the holder remaining employed by Gentrack until the end of the vesting period and achievement of the Performance Hurdle. For this initial award of PRs, because the grant relates to performance measured from 1 October 2015, the number of PRs has been calculated based on the 10 day Volume Weighted Average Price of Gentrack shares on the NZX, following the announcement of financial results for the year to 30 September 2015.

The number of PRs that will vest and be exercisable depends on achievement of the Performance Hurdle.

The Performance Hurdle for the first award is that 50% of the PRs will vest, if the Compound Annual Growth Rate (CAGR) in Earnings Per Share (EPS) of Gentrack over the 3 financial years of the measurement period is 7%. The number of PRs that vest increases linearly to 100% if EPS CAGR is 12%. The Performance Hurdle will be measured over the three years ending on 30 September 2018.

The Performance Hurdle for vesting of PRs granted in the future will be set by the Board at the time they are granted.

In connection with the issue, Gentrack advises the following details:


(a) Class of security and ISIN: Performance Rights- ISIN: N/A
(b) Number of Performance Rights issued: 152,400
(c) Issue Price: NIL
(d) Payment in cash: NIL
(e) Amount paid up: N/A
(f) Principal terms See text above. (Vesting Date: 31 January 2019)
(g) Percentage of total

class of securities:

100% (of Performance Rights on issue)
(h) Reason for issue: Issued under the Gentrack LTI Scheme
(i) Specific authority for issue: Directors’ Resolution
(j) Terms or details of issue: Issued under the Gentrack LTI Scheme
(k) Total number of securities of

the class after issue:

(l) Treasury Stock: Not applicable
(m) Date of issue: 2 May 2016

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