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 31 July 2019 at 10am (NZ time).

Items of Business:
1. Chairman’s Introduction.
2. To note the consolidated financial statements for the year ended 31st March 2019.
3. To note the fully imputed final dividend of 8.2 cents paid on 9 July 2019; and the application
of the Dividend Reinvestment Plan.
4. CEO’s Report and Update.
5. Resolutions (see Explanatory Notes below):
 Director Elections (Ordinary Resolutions)
In order to facilitate a smooth transition to the rotation requirements of Listing Rule 2.7.1;
and because there are currently 5 directors, two of whom will be due for re-election in 2020
and the other two, in 2021, the Board has determined that one director will stand for re-
election this year.
Nick Simcock, who was appointed to the Board by the Directors with effect from 1 January
2018; and elected by shareholders at the 2018 AGM, offers himself for re-election.
Accordingly, the meeting is asked to consider, and if thought fit, to:
Re-elect Nick Simcock as a director.
 Auditors’ Fees (Ordinary Resolution)
Authorise the Directors to fix the fees of the auditors for the year.
 Amendment to the Constitution of the Company (Special Resolution)
That the existing Constitution of the Company be altered and a amended Constitution in the
form tabled at the meeting, and referred to in the explanatory notes (hereunder), be adopted
with effect from 1 August 2019.

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 a Staff
Share Incentive Scheme; and may redeem and cancel existing shares issued under the
2014, 2016 and 2018 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 29 July 2019. 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
9 July 2019

EXPLANATORY NOTES:

 Election of Directors
Nick Simcock biography:
Nick joined the Board as an independent Director in January 2018 after 15 years in Managing
Director roles in New Zealand, Australia, and Asia/Pacific with Korn Ferry/Futurestep. Nick brings
deep industry expertise in recruiting, outsourcing, and talent management. Nick was the CEO and
Director of a start-up SaaS payments business Wrap It Up, which was sold in 2017. He is a Trustee
on the Wellington Creative Capital Arts Trust, and was formerly on the Otago University Business
School Board of Advisors. Nick is a Chartered Member of the Institute of Directors.

 Auditors Fees
Deloitte is currently AWF Madison Group Limited’s auditors and will be automatically
reappointed under the Companies Act 1993. Under the Companies Act, auditor fees and
expenses must be fixed in the manner determined at the Annual Meeting. Shareholder approval
is sought to authorize the Board to fix the fees and expenses of Deloitte as auditor.

 Amendments to Constitution
The former NZX Main Board & Debt Market Listing Rules (dated 1 October 2017) have been
replaced by updated Listing Rules (1 January 2019). A small number of amendments are required
to be made to the existing Constitution of AWF Madison to ensure that it meets the
requirements of, and is consistent with, the new Listing Rules. It is also proposed to update the
Constitution for relevant references to the Company name and legislation, allow for electronic
voting and make consequential amendments.
The principal amendments to the existing AWF Madison Constitution that have been proposed
for the purposes of alignment with the Listing Rules can be summarised as follows:
 Director rotation: the provision relating to the exemption for a managing director to
retire has been removed. The effect of this removal is that the managing director is treated as
any other director and must not hold office without re-election past the third annual meeting
following the Director's appointment or three years, whichever is longer.
 Restriction on appointment of directors: the Constitution has been amended to reflect
that each resolution to appoint, elect or re-elect a director must be for one director only as
required under new Listing Rule 2.3.3 allowing for electronic means of voting at shareholder
meetings, to allow Shareholders to vote by signifying their assent or dissent by electronic means,
including voting on a personal computer, to reflect the alignment of the Listing Rules with
legislation permitting annual meetings to be held by electronic means; and
 making consequential alterations, for example, in respect of numbering.
Pursuant to the Companies Act 1993, the proposed amendments must be approved by a special
resolution of shareholders. As the amendments to the Constitution do not impose or remove a
restriction on the activities of the Company or affect the rights attaching to shares, the
shareholder minority buy-out rights under the Companies Act 1993 do not apply, in this case.

The following amendments are also proposed to update references to the Company name,
relevant legislation and developments with electronic voting:
 updating the Company name in the Constitution from "Allied Work Force Group
Limited" to "AWF Madison Group Limited";
 updating references to refer to current legislation (eg the introduction of the Financial
Markets Conduct Act 2013) and removing references to repealed legislation (eg references to the
Securities Markets Act 1988);
Russell McVeagh, solicitors, has provided an opinion to NZX that it considers that these
amendments comply with the updated Listing Rules (dated 1 January 2019).

A mark-up of the Constitution setting out all of the proposed amendments can be viewed on the
Company’s website: http://www.awfmadison.co.nz/

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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 2019 Annual Meeting of Shareholders of
AWF Madison Group Limited which will be held at the Northern Club, 19 Princes Street, Auckland on 31 July
2019 at 10:00am (NZ time). Enclosed are 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, in addition to the resolution relating to Audit fees:
 the re-appointment of one Director who is retiring out of sequence, in order to facilitate a smooth transition
to the rotation requirements of Listing Rule 2.7.1.
Nick Simcock, who is a current director, seeks re-election.
 Amending the Constitution of the Company (Special Resolution)
That the existing Constitution of the Company be altered and an amended Constitution in the form tabled at
the meeting, (and referred to in the explanatory notes in the Notice of Meeting), be adopted with effect from
1 August 2019.
The Board recommends you vote in favour of all resolutions referred to in the Notice of Meeting.
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, 29 July 2019. 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
9 July 2019

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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 141,000 $2.57
Restricted E Shares* 28,000 $2.57
Restricted F Shares* 42,000 $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
Restricted G Shares† 151,200 $1.90
Restricted H Shares† 246,800 $1.90
Restricted G Shares†† 20,800 $1.85
Restricted H Shares†† 31,200 $1.85
* Issued in 11/2016; ** Issued in 8/2017; *** Issued in 6/2018; †Issued in 11/2018; ††Issued in 6/2019
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.

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3058741
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.
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: 26 June, 2019
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