Notice of Annual Meeting of Shareholders

Notice of Annual Meeting of Shareholders
The Annual meeting of Shareholders of AWF Madison Group Limited will be held at the Northern
Club, 19 Princes Street, Auckland on 25 July 2018 at 10 am (NZ time).

Items of Business:
1. Chairman’s Introduction.
2. To note the consolidated financial statements for the year ended 31st March 2018.
3. To note the fully imputed final dividend of 8.2 cents paid on 10 July 2018; and the
introduction of the Dividend Reinvestment Plan.
4. CEO’s Report and Update.
5. Resolutions:
 Director Elections (Ordinary Resolutions)
In accordance with Listing Rule 3.3.6 Nick Simcock, who was appointed to the Board by
the Directors with effect from 1 January 2018, is required to retire from office at this
meeting. He offers himself for re-election. Accordingly, the meeting is asked to consider,
and if thought fit, to:
1 Re-elect Nick Simcock as a director.
In accordance with clause 26 of the Company’s constitution Julia Hoare retires as a
Director by Rotation and being eligible offers herself for re-election. Accordingly, the
meeting is asked to consider, and if thought fit, to:
2 Re-elect Julia Hoare as a Director.
In accordance with clause 26 of the Company’s constitution Ross Keenan retires as a
Director by Rotation and being eligible offers himself for re-election. Accordingly, the
meeting is asked to consider, and if thought fit, to:
3 Re-elect Ross Keenan as a Director.
 Auditors’ Fees (Ordinary Resolution)
4 Authorise the Directors to fix the fees of the auditors for the year.

6. To note that Auditors Deloitte a r e appointed pursuant to Section 200 of the Companies
Act 1993.
7. To note that the Directors anticipate issuing Restricted Shares to key staff pursuant to the
Staff Share Incentive Scheme (2018 Restricted Share Scheme) and may redeem and cancel
existing shares issued under the 2014 and 2016 Schemes, if staff holding shares resign from
the Group during the year.
8. General Business

Voting by Proxy
A shareholder entitled to attend and vote at the meeting may appoint a proxy to attend and vote

on that shareholder's behalf. A proxy need not be a shareholder of the Company. To appoint a
proxy, a shareholder should complete and sign the proxy form included with the notice of
meeting, return it to the office of the Company's Share Registrar. Alternatively, proxy votes can
be lodged online by viewing the Link Market Services website:
https://investorcentre.linkmarketservices.co.nz/voting/AWF. You will be required to enter your
CSN/Holder number and Authorisation Code (FIN) to securely access the website, and then follow
the prompts to appoint your proxy and exercise your vote.

For a proxy form to be valid, it must be received (either by post or online, as outlined above) no
later than 10am (NZ time) on Monday 23 July 2018. If the form is sent by post, it must be
received by that time at the offices of the Company’s Share Registrar, Link Market Services
Limited, PO Box 91976, Victoria Street West, Auckland 1142 or Deloitte Centre, Level 11, 80
Queen Street, Auckland, New Zealand.

We hope that you are able to attend the meeting.



Ross Keenan
Chairman
10 July 2018

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Level 6, 51 Shortland Street, Auckland
PO Box 12832, Penrose, Auckland 1642
Tel 09 526 8770 Fax 09 579 0224
www.awfmadison.co.nz

LETTER FROM THE CHAIRMAN
On behalf of the Board of Directors I am pleased to invite you to the 2018 Annual Meeting of Shareholders of
AWF Madison Group Limited which will be held at the Northern Club, 19 Princes Street, Auckland on 25 July
2018 at 10:00 am (NZ time). Enclosed is the Notice of Meeting and a Proxy Form if you are unable to attend the
meeting.
The Chief Executive Officer, Simon Bennett will present to the meeting.
 The meeting will consider Director re-appointments with two Directors retiring by rotation: Ross Keenan and
Julia Hoare. Both of these current directors seek re-election. In addition, the meeting will be asked to
consider the re-appointment of Nick Simcock, who was appointed to the Board by the Directors with effect
from 1 January 2018, and he is required to retire from office at this meeting (L/R 3.3.6). He offers himself for
re-election.
The Board recommends you vote in favour of all resolutions.
You will also find enclosed a disclosure document in respect of the provision of financial assistance and the
acquisition of restricted shares issued by the Company in connection with the Company's restricted share
schemes. This disclosure document is required under the Companies Act 1993 and is provided to you for your
information. You are not required to take any action in relation to it.
If you cannot attend the annual meeting, I encourage you to appoint a proxy to attend and vote in your place. You
can appoint a proxy online by going to https://investorcentre.linkmarketservices.co.nz/voting/AWF or by scanning
the QR code on the enclosed Proxy Form with your smartphone, before 10.00am (New Zealand time) on
Monday, 23 July 2018. You will need your Holder Number and FIN to complete the online validation process and
to securely appoint your proxy online.
For those shareholders who are attending the annual meeting, please bring the enclosed Proxy Form with you as
the barcode will assist with your registration.
I look forward to seeing you at the annual meeting.
Yours Sincerely,


Ross Keenan
Chairman
10 July 2018

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3058741 v2
AWF MADISON GROUP LIMITED
("Company")
DISCLOSURE DOCUMENT RELATING TO THE GIVING OF FINANCIAL ASSISTANCE AND
THE ACQUISITION OF SHARES IN CONNECTION WITH THE COMPANY'S RESTRICTED
SHARE SCHEME
(Section 61(5) and 78(5) of the Companies Act 1993)


TO: ALL SHAREHOLDERS


INTRODUCTION
This document is provided to all shareholders in accordance with the requirements of section
61(5) and 78(5) of the Companies Act 1993. It sets out details of the intention of the Company
to give financial assistance in connection with the AWF Madison Group 2018 Restricted Share
Scheme ("2018 Scheme") and the intention of the Company to acquire shares issued under
the:
(a) AWF Madison Group 2018 Restricted Share Scheme (“2018 Scheme”); and/or
(b) AWF Madison Group 2016 Restricted Share Scheme (“2016 Scheme”); and/or
(c) AWF Group 2014 Restricted Share Scheme ("2014 Scheme");
(together, the "Schemes").
This document is provided to you for your information. You are not required to take any
action in relation to it.

THE SCHEMES
The Schemes were established with the intention of incentivising and encouraging senior
management to commit, to excel and to remain with the AWF Madison Group.
Under the Schemes, participants are entitled to receive restricted shares in the Company
("Restricted Shares"). The Company provides participants in the Schemes with an interest
free loan to fund the subscription price for their Restricted Shares. Such loans are considered
financial assistance for the purposes of the Companies Act 1993.
Such loans are to be secured by a mortgage in favour of the Company over the Restricted
Shares issued to the relevant participant.
The loan must be repaid in full before the participant's Restricted Shares are reclassified as
ordinary shares in the Company.
A participant in the Schemes cannot sell or otherwise dispose of his or her Restricted Shares
unless such shares are reclassified as ordinary shares in the Company and all amounts
outstanding under the participant's loan are repaid in full.
It is a condition of each of the Schemes that, in order for a holder's Restricted Shares to be
reclassified as ordinary shares, the holder has to remain in continuous employment with the
Company until a specified date (the "Qualification Date"). If this condition is not satisfied the
Company has an option to redeem the Restricted Shares issued to the relevant participant for a
redemption price equal to the issue price of those shares. The Company also has an option to
redeem a participant's Restricted Shares for the same redemption price where this condition is
satisfied but the relevant participant has not repaid his or her loan within a prescribed time
period. The proceeds from any redemption must be applied in repayment in full of the relevant
participant's loan.

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3058741
FINANCIAL ASSISTANCE
Restricted Shares may be issued under the 2018 Scheme in the next 12 months.
Accordingly, the Company is likely to provide financial assistance within the next 12 months to
participants in the 2018 Scheme in the form of interest free loans equal to the aggregate
subscription price of the Restricted Shares to be issued to the relevant participant.
At this time, the Company is unable to determine the precise amount of any additional loans to
be made within the next 12 months as it is dependent upon, among other things, the level of
participation by eligible employees, the number of Restricted Shares to be issued, and the
price at which the Restricted Shares are issued. However, the total amount of the loans will not
exceed $700,000.

ACQUISITION OF RESTRICTED SHARES
Inevitably, over the next 12 months some participants of the Schemes will cease to be
employees within the Group before the Qualification Date for Restricted Shares held by them
and in such circumstances the Company may wish to exercise its option to acquire Restricted
Shares held by such participants.
The Company may elect to acquire such Restricted Shares by redeeming them or by buying
them back. Each method of acquiring shares has the same effect.
The consideration for the Restricted Shares subject to any acquisition will be equal to the issue
price of the Restricted Shares in question. The proceeds from the acquisition of any Restricted
Shares will be applied by the Company in repayment in full of the loans made to the relevant
participants of the Schemes in respect of the Restricted Shares acquired.
Any Restricted Shares acquired will be cancelled immediately upon acquisition.
At this time, the Company is unable to determine the precise number of Restricted Shares that
may be acquired within the next 12 months as it is dependent on which (if any) participants of
the Schemes cease to be employees within the Group before the Qualification Date for
Restricted Shares held by them and the number of Restricted Shares held by any such
participants. However, the maximum number of Restricted Shares that could be acquired is
the number of Restricted Shares on issue at the date of this disclosure document together with
the number of Restricted Shares that may be issued over the next 12 months. For information
purposes, the number of Restricted Shares on Issue as at the date of this disclosure document
and the price that would be paid by the Company for such Restricted Shares if they were
acquired is set out in the table below. If any new Restricted Shares are issued by the
Company, a notice of their issue would be made available from NZX Limited’s website
www.nzx.com under stock code AWF. It is highly unlikely that the maximum number of
Restricted Shares that could be acquired by the Company would be acquired by the Company
in the next 12 months.

Class of Restricted Shares Current Number on Issue Acquisition Price Per Share
Restricted D Shares
156,000
$2.57
Restricted E Shares*
52,000
$2.57
Restricted F Shares*
78,000
$2.57
Restricted E Shares**
28,000
$2.64
Restricted F Shares**
42,000
$2.64

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3058741
Class of Restricted Shares Current Number on Issue Acquisition Price Per Share
Restricted E Shares***
26,000
$1.93
Restricted F Shares***
39,000
$1.93
* Issued in 11/2016; ** Issued in 8/2017; *** Issued in 6/2018
SHAREHOLDER RIGHTS
Section 78(7) of the Companies Act 1993 confers on shareholders and the Company certain
rights to apply to the court to restrain the proposed financial assistance being given.
Section 61(8) of the Companies Act 1993 confers on shareholders and the Company certain
rights to apply to the court to restrain the acquisition of the Restricted Shares.
OTHER INFORMATION
The Board will suspend the giving of any financial assistance in connection with the issue of
Restricted Shares and/or the acquisition of any Restricted Shares if:
(a) it is no longer satisfied that the Company will satisfy the solvency test set out in the
Companies Act after the giving of any financial assistance or the acquisition of any
Restricted Shares; or
(b) the Board ceases to be satisfied that:
(i) the giving of the financial assistance is of benefit to the shareholders not
receiving the assistance;
(ii) the terms and conditions under which the assistance is given are fair and
reasonable to those shareholders not receiving the assistance;
(iii) the acquisition is of benefit to the remaining shareholders; or
(iv) the terms of the acquisition and the consideration offered for the Restricted
Shares are fair and reasonable to the remaining shareholders.
The text of the board resolutions authorising the Company to provide the financial assistance
and the reasons for the directors' conclusions as required by section 79 of the Companies Act
1993 is set out in Schedule 1 to this disclosure document.
The financial assistance may be given by the Company not less than 10 working days and not
more than 12 months after this disclosure document has been sent to all shareholders.
The text of the board resolutions authorising the Company to acquire Restricted Shares, the
reasons for the directors' conclusions in relation to these resolutions and the nature and the
extent of any relevant interest the directors of the Company have in the Restricted Shares
subject to the acquisition as required by section 62 of the Companies Act 1993 are set out in
Schedule 2 to this disclosure document.
The acquisition of any Restricted Shares may take place not less than 10 working days and not
more than 12 months after this disclosure document has been sent to all shareholders.

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3058741
If you have any questions regarding this disclosure document, please contact the Company's
Company Secretary David Lazarus on (09) 526 8775 or david.lazarus@awfmadison.co.nz.



DATED: 25 June, 2018

SIGNED:
______________________________________
For and on behalf of the board of directors

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3058741


SCHEDULE 1
TEXT OF BOARD RESOLUTIONS PASSED ON 25 June 2018
The text of the board resolution authorising the Company to provide the financial assistance
pursuant to section 78(1) of the Companies Act 1993 is as follows:
That the giving of the financial assistance is of benefit to those shareholders not
receiving the assistance.
That the terms and conditions under which the financial assistance is given are fair
and reasonable to those shareholders not receiving the assistance.
The reasons for the directors' conclusions in relation to the above resolutions were as follows:
(a) the issue of the Restricted Shares will align management incentives to the
benefit of all shareholders;
(b) the Restricted Shares will be issued for a fair market value;
(c) the financial assistance to be given is temporary and the amounts loaned are
secured and are required to be repaid.

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3058741
SCHEDULE 2
TEXT OF BOARD RESOLUTIONS PASSED ON 25 June 2018
The text of the board resolution authorising the Company to acquire the Restricted Shares
pursuant to section 61 of the Companies Act 1993 is as follows:
That the acquisition of the Restricted Shares is of benefit to the Company's remaining
shareholders.
That the terms of the acquisition and the consideration offered for the Restricted
Shares are fair and reasonable to the Company's remaining shareholders.

The reasons for the directors' conclusions in relation to the above resolutions were as follows:
(a) The acquisition of any Restricted Shares will be undertaken in accordance with
the terms of the relevant scheme.
(b) The ability of the Company to acquire or redeem shares from participants who
have ceased to be employed by the Company on the relevant date is a key
aspect of the Schemes which increases the alignment of interests between
participating senior staff and shareholders.
(c) The consideration for the acquisition of any Restricted Shares is equal to the
issue price of the relevant Restricted Shares as is specified in the terms of issue
of those Restricted Shares and will be used to repay the loans made by the
Company in respect of those Restricted Shares as is provided for in the terms of
the relevant scheme.

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3058741
RELEVANT INTEREST OF DIRECTORS IN THE RESTRICTED SHARES

Under the Companies Act 1993, this disclosure document is required to set out the nature and
extent of any relevant interest any director of the Company has in any Restricted Shares
proposed to be acquired. It is not expected that any Restricted Shares will be acquired from
directors over the next 12 months. However, the directors of the Company have the following
relevant interests in the Restricted Shares which could be acquired if the relevant director
ceased to be a director of the Company before the Qualification Date for the relevant Restricted
Shares held by that director:

Director Number of Restricted
Shares
Nature of Relevant Interest
NIL NIL NIL