Good morning, good afternoon, good evening, everyone, and welcome to this special meeting of Gentrack Group Limited shareholders. My name is Andy Green, and I'm delighted to be attending this special meeting as the chair of Gentrack Group Limited. I've got here Gary Miles, the CEO, with me, and also John Priggen, our CFO in our London office. As with our last annual shareholder meeting, we have taken the decision to conduct a virtual-only meeting, and this is considered appropriate, given this meeting is a special shareholder meeting to consider a single item of business. We're convening this special meeting to ensure that long-term incentive arrangements for our people are in place as close to the start of the financial 2024 year as possible. Today, we're pleased to welcome you as online participants through our virtual meeting platform, provided by our share registrar, Link Market Services. You can vote and ask questions online. To vote, you will need to click Get Voting Card within the online meeting platform, and you will be asked to enter your shareholder or proxy number to validate. Please then mark your voting card in the way you wish to vote by clicking for, against, or abstain on the voting card. Once you have 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 phone the helpline on 0800-200-220 if you're in New Zealand, or +64 9 967 7751 if you're outside New Zealand and you require assistance. I'll provide you with a reminder of these instructions as we progress through the meeting. I'd encourage you to send your questions through 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 need to click Ask a Question within the online meeting platform, select the item of business, type in your questions, and click Submit. Before we formally begin, as I say, I'm attending this meeting from Gentrack's London's offices, but I'd like to introduce you to my fellow board members, Fiona Oliver and Stewart Sherriff, who are attending from Auckland in New Zealand, Nick Luckock and Gary, who's here, and Darc Rasmussen, who's attending from Africa. In addition, as I said, we have our Chief Financial Officer, John Priggen, here. Also, all available on the call are Grant Taylor from our auditors, Ernst & Young, and Glenn Joblin from our solicitors, Bell Gully. 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. My fellow directors and I, other than Gary Miles, in respect to the resolution, due to his interest in that resolution, intend to vote all discretionary proxies we have received in favor of the resolutions as set out in the notice of meeting. The order of the events for today's meeting will be as follows: I'll make a short introduction and address, we'll have a shareholder discussion, and then we'll consider and vote on the ordinary resolution, and we'll do that by way of a poll. You'll be able to ask questions online through the virtual meeting website. I encourage shareholders who are attending online to send their questions through as soon as possible. We'll now move to the first agenda item, my chair's introduction address. The purpose of today's special meeting is to agree a new long-term incentive scheme. We currently operate a senior management long-term incentive scheme, under which each participating employee, including our CEO, Gary Miles, is offered performance rights, with each performance right, representing a right to receive one ordinary share in Gentrack once the applicable vesting conditions have been satisfied. In 2021, shareholders approved the issue of three tranches of performance rights to Gary, and the final tranche was granted in October 2022. The board is now proposing to issue further performance rights to Gary, along with other members of his senior management team. And we have worked hard to align the terms for those awards with shareholders' interests. Firstly, by using both an earnings per share performance hurdle and a share price appreciation performance per hurdle, as well as a continuing employment requirement, of course, and also by ensuring participants must retain at least 50% of shares that have been issued to them on vesting for a period of 12 months. The Gentrack share price would need to increase significantly from the price when the meeting was called and to reach NZD 10 for the share price appreciation hurdle to be satisfied for all of the performance rights. In order to provide participants in the proposed offer of performance rights with confidence of what they will receive over the next three years, we have proposed that the performance rights for the financial years, 30th of September 2024, 2025, and 2026, are all awarded to the initial recipient selected by the board in one tranche, rather than on an annual basis. However, vesting of the performance rights will be measured annually in each of those financial years, according to the vesting conditions described in the notice of the meeting. There will be a cap on the number of performance rights that can vest on the first vesting date. For financial years after the year ending 30 September 2026, we intend to reissue a right scheme at the appropriate time, as is usual practice, to ensure continuity and talent retention. The board's view is that the terms of the proposed award of performance rights to the CEO and other members of the senior management team, is there to drive exceptional business performance over the upcoming three financial years. We've removed any tenure-only component of the scheme, and the introduction of a both a share price appreciation performance hurdle and an EPS performance hurdle, which both need to be met, means vesting of all the performance rights is directly related to share price increases, aligning management reward with shareholder value, while at the same time, ensuring continuing commitment to the growth targets set by the board and our current earnings guidance. On this basis, the board recommends shareholders vote in favor of the resolution to approve the issue of the performance rights. So I'll now open the floor for shareholder discussion. You may ask questions through the virtual meeting website. Are there any questions from shareholders in attendance online? There are some questions from shareholders joining online. I'll go to the first question, and it's from John Ball, and the question is: I would need to know net profit for the year ending the thirtieth September, 2023, the amount of increase or decrease from the end of the previous financial year, and the amount of earnings per share. John, I think you're probably best placed to answer that. Certainly. So we're currently in the process of finalizing the accounts for the 2023 financial year. So the details of net profit and EPS are not yet available. Our guidance for 2023, which we provided back in May, was that EBITDA would be around NZD 22 million. In the previous financial year, so the year ending the thirtieth September, 2022, EBITDA was NZD 8.1 million, and net profit was a loss of NZD 3.3 million. Thank you. I'll move on to the second question. This question has been received by Duncan Mellor Johnson: If all performance rights were to vest, this would result in the issue of 9,437,000 shares, representing 9.28% of the current share capital in Gentrack. Assuming that a similar senior management incentive plan is implemented every three years, has any compensation consultant or any other person calculated how long it will take for more or less all the shares in the business to end up in senior management's hands at the various hurdle rates? Look, it's quite important to understand that you only get that level of dilution if the share price reaches NZD 10. You know, that would be something that would mean that all shareholders were receiving a very good return over a three-year period. At a normal, more compound rate, you would, this scheme is no more generous than the previous scheme that was in place, but because there is much more risk in it, in the sense there's no component which is on tenure only, it also contains the opportunity for an upside. I don't think this is likely to be repeated. If it was, of course, we'd be talking about raising the share price up to NZD 25 or something like that, and I think probably, you know, again, something like that, again, shareholders would find the alignment between their interests and this scheme attractive. But I think it's much more likely we'd move to some other type of scheme. This is a really important moment in Gentrack's history. You know, it was in a really difficult situation when Gary and the team came in. They've done a really good job so far in turning it around, and we're very keen to see them see the job out, have this back as a seriously sized New Zealand company, and we think this scheme will allow that to happen. Moving to the next question, also from Duncan Johnson: Assuming no dividends, does the compounded retention of retained earnings automatically make the achievement of performance hurdles a lot less of a hurdle? I don't think so. I don't think retained earnings affect the share price at all. I think what will affect the share price is if Gary and the team can turn this into a profitable business, with good EBITDA margins, that grows fast and has a prospect of continuing to grow fast. That's why, you know, share price generally has all those components in it. How profitable is the company? How fast has it been growing? And how fast do you believe it's gonna be growing into the future? That's why we think this aligns so well, the interest of shareholders with the interest of management. Another question from Duncan Mellor Johnson: Have any members of the senior management team who will receive performance rights ever purchased any Gentrack shares with their own funds? If so, how many shares have they purchased? Effectively so, I think, because they've taken money that they were due in previous employment and had those moved into Gentrack shares, and a number of them also have paid the tax and kept all of the shares, paid the tax in cash, which is effectively that. But I don't know the numbers, but people have done those things. We have a questioning from an Oliver Mander: You've made much of the fact that Gentrack is effectively a UK-based company. If the plan vests in full, Gentrack's market capitalization in 2026 will be somewhere between GBP 0.5 billion to GBP 0.6 billion. The median FTSE 100 company has a market cap of around GBP 7.5 billion, with the UK High Pay Centre noting median CEO pay of GBP 3.4 million in 2021, increasing to GBP 3.9 million in 2023. With LTI schemes worth GBP 1.6 billion, how do you reconcile that to the proposal, given that Gary will earn a similar level for a company around 7% of the size? You know, I think, as we've talked this through with shareholders, you know, it is all about exceptional shareholder value growth or not. I mean, if we, if we, as I said, if we have shareholder value growth at around 15% or something like that over the period, then this scheme is no more interesting to employees and no more immune to it than the current one, which benchmarks very well. If you, if we do get to $10 as a share price, then I think shareholders will be extremely happy, and management will do well out of it. I think when you look at averages, you're taking everybody who's not performing with those are performing. I think if you looked at those who were performing strongly, and growing well, you would get completely different statistics in the way you do it. Another question from Oliver Mander. How aggressive do you believe the EPS hurdle is, given that it appears to be actually lower than the analyst consensus for forecast in 2026? Look, I think it's a challenging forecast. As you know, there's a lot of one-off revenue and one-off profitability in this year's numbers, due to a number of insolvent U.K. client customers. I think, you know, these are challenging numbers. I have to say, also, as I said, for the share price to get to $10, then Gary and the team will have to deliver the profitability, deliver strong growth, and show and have the market believing that strong growth is gonna continue. It is the combination of the two hurdles together that I think makes this a compelling, a compelling plan for the executives to shoot for, and a compelling and ambitious plan for shareholders. Another question from Oliver, who's from the NZ Shareholders' Association, I believe. Given that the current scheme has effectively expired, why has this been brought to shareholders so late? If you remember, we caught, we brought a change to the scheme to the annual general meeting, and following that, we had a lot of feedback from shareholders about what they liked and didn't like about that scheme. We've been spending a lot of time talking to our major shareholders about this scheme, making changes to it, given their advice and thoughts on what was sensible or not. One of the things they didn't like was retrospection. We would have had to have designed that scheme for the last AGM not to have a special meeting. Could the special meeting have been earlier? We'd all have liked it to be earlier. These processes take quite a long time, there's quite a lot of detail to go in to get them in place. So we're a few weeks later than we might have hoped to be, but I think, you know, I think we've met what our shareholders have asked us to do, which is not have something coming in retrospectively, and that's why I'm afraid we've taken your time with a special meeting. And we have said that we expect for the new scheme, in 3 years' time, to come at the general meeting, and have designed that whatever comes after this ready for that general meeting. Next question from Oliver: The proposal does not come with a performance update as of September. Apparently, there's been no major change since the last update. This would imply that shareholders are effectively voting on a scheme that does not contain full information as a baseline. Why has this not been provided? Oliver, I understand your point of view. I don't agree with you. We've given good guidance, we're sticking by our guidance, and that's the right thing to do in this circumstance, and it gives good information to shareholders. Another question from Oliver: You mentioned a few minutes ago that there is heightened risk for the CEO, as there is no tenure-only component. The lack of a tenure-only component is the very point of an incentive scheme. Did the board consider extending the current scheme at a higher level of base salary? We looked at all sorts of possibilities. We wanted something that was clearly in line with shareholders. I don't think tenure-based long-term incentive schemes are very aligned with shareholders' interests. They pay out even if the share price halves. And so, you know, we do believe very strongly that this is much more aligned to a shareholder's interest than the old scheme, and it was one of the main feedbacks we got from our shareholders, that they didn't like the fact that some of the significant part of the previous scheme was based purely on you continuing in office. A question now from Adam Drew: What is the risk that this incentive will cause Gentrack to use tactics to artificially inflate the share price at key times? Well, I think the first mitigation against that risk is Gary is the only board member who is in this scheme, and the rest of us are not, and we're all very experienced board members whose job is to make sure that nobody does anything which is of anything like that nature. But I'll also repeat, there are two other things, you know. In order for share price performance like this to happen, I believe you have to show a strong future opportunity, not just one-off short-term achievement. And secondly, of course, we're saying that all shares have to, 50% of the shares have to be held for a year, just to make sure that, that people suffer, should anything happen to the share price between when, when the share is vest and, you know, a year later, and I think that's good. But I think in the end, one of the reasons, you know, board members do not take part in these sort of schemes, it's our job to make sure. It's our job as a board to make sure that, the information that goes out to the market is the right information, and it's our job to make sure the right amount of money is being spent on R&D and on developing markets and all the other things. I think you have to trust and believe that we will do that. Another question from Oliver Mander: You mention you talked with major shareholders. Does that show a bias towards institutional shareholders at the expense of retail shareholders or unequal information? I don't think it shows any, any unequal information. We're discussing what the options are. We had quite a lot of feedback from major shareholders, on, after the AGM, and we talked to a number of those who'd given us feedback to see whether they, they felt the direction we were heading was the right direction. There are no further questions on this matter from shareholders joining online. Thank you very much. We will now move on to the resolution. Ladies and gentlemen, we now come to the formal part of the business, the matter requiring resolution, which is outlined in the notice of meeting. I propose to call a poll on the resolution. As I mentioned, the 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'll be asked to enter your shareholder or proxy number to validate. Please then mark your voting card in the way you wish to vote by clicking For, Against, or Abstain on the voting card. Once you have 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 help lines that are on the slide in front of you if you're outside New Zealand or you require assistance. Voting will remain open until five minutes after the conclusion of the meeting. Results of the vote will be announced via the stock exchanges, and the resolution set out in the notice of meeting is to be considered as an ordinary resolution, and as such, must be approved 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 slide for the resolution. So this gives the outline, the details of the proposed resolution are outlined in the notice of meeting, and I provide an explanation of the proposed issue of performance rights to Gary and other members of the senior management team in the explanatory notes to this notice of meeting, and we have had an opportunity for discussion. I now propose that for the purpose of NZX Listing Rule 4.2.1, up to 9,437,000 performance rights relating to the three financial years ending 30th of September 2024, 30th of September 2025, and 30th of September 2026, be issued to Gary Miles and other members of the senior management team, selected by the board, on the terms and conditions set out in the explanatory notes to this notice of meeting and the rules of Gentrack's senior management long-term incentive plan. Are there any other questions for the board concerning the motion from shareholders in attendance online? There are no further questions on this matter from shareholders joining online. Thank you. As there are no further questions, please now select either for, against, or abstain for resolution one on the voting card.