DGL 2019 Annual Meeting Notice and Agenda

Notice is hereby given that the Annual Meeting of the
Shareholders of Delegat Group Limited (the ‘Company’) will
be held at
2.00pm on Tuesday 3 December 2019 in the Boulevard
Room, Sofitel Auckland Viaduct Harbour, 21 Viaduct
Harbour Avenue, Auckland. Refer to location map.
The Delegat Board and management look forward to seeing
you at the Annual Meeting.
Location Map
Business and Agenda of the Meeting
A. EXECUTIVE CHAIRMAN’S ADDRESS
B. MANAGING DIRECTOR’S ADDRESS
C. FINANCIAL REPORTS AND STATEMENTS

To receive and consider the Consolidated Financial
Statements of Delegat Group and Reports of the Directors
and of the Auditor for the year ended 30 June 2019 as
contained in the Company’s 2019 Annual Report.
D. RESOLUTIONS

Shareholders will be asked to consider and, if thought
appropriate, to pass the following resolutions:
1. Auditor’s remuneration:

That the directors be authorised to fix the auditor’s
remuneration. For further details, see Explanatory Note 1.
2. Re-election of John Freeman as Director:

John Freeman retires in accordance with the provisions of
the constitution of the Company and, being eligible, offers
himself for re-election. For further details, see Explanatory
Note 2.
3. Re-election of Shelley Cave as Director:

Shelley Cave retires in accordance with the provisions of
the constitution of the Company and, being eligible, offers
herself for re-election. For further details, see Explanatory
Note 2.
4. To Adopt a new Constitution:

That, the existing constitution of the Company be revoked,
and the Company adopt a new Constitution in the
form tabled at the meeting and signed by the Executive
Chairman for the purposes of identification. For further
details, see Explanatory Note 3.
Resolutions 1,2 and 3 above are to be considered as
ordinary resolutions and, to be passed, require the approval
of more than 50% of the votes of those shareholders
entitled to vote and voting on the resolution, pursuant to
section 105(2) of the Companies Act 1993. Resolution 4 is
to be considered as a special resolution and, to be passed,
requires the approval of 75% or more of the votes of those
shareholders entitled to vote and voting on the resolution,
pursuant to section 2(1) of the Companies Act 1993. For
further information on the resolutions, please see the
Explanatory Notes.
E. GENERAL BUSINESS AND SHAREHOLDERS’
QUESTIONS
Consideration of any Shareholder questions raised during
the meeting.
Following the formal part of the meeting, the Directors
invite Shareholders to join them for light refreshments.
On behalf of the Delegat Board
JIM DELEGAT
Executive Chairman
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
DELEGAT GROUP LIMITED •NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Sofitel
Auckland
Viaduct
Harbour
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Procedural Notes
PERSONS ENTITLED TO VOTE
The persons who will be entitled to vote at the meeting are
those persons (or their proxies or representatives) registered
as holding Ordinary Shares on Delegat Group’s share
register at 5.00pm on Sunday 1 December 2019 (New
Zealand time). Voting will be by way of a poll.
There are no restrictions on any shareholder or group of
shareholders to prevent them from exercising their vote on
any of the resolutions being considered at the meeting.
If you wish to vote in person you should attend the Annual
Meeting where you will be issued with a voting card. Please
bring your proxy form with you to the meeting to assist with
your registration.
PROXIES AND CORPORATE REPRESENTATIVES
All shareholders are entitled to attend and vote at the
Annual Meeting or to appoint a proxy or representative (in
the case of a corporate shareholder), to attend and vote on
their behalf. The appointment of a proxy or representative
does not preclude a shareholder from attending and
voting at the Annual Meeting in place of the proxy or
representative. A proxy need not be a shareholder of the
Company. You may, if you wish, appoint ‘The Chairman of
the Meeting’ as your proxy by filling in the proxy form to
that effect.
A PROXY FORM, with which you can appoint a proxy,
is enclosed with this Notice of Meeting. The Chairman
will vote according to your instructions. If the Chairman
is not instructed how to vote, he will vote in favour of all
resolutions.
If, in appointing your proxy, you do not name a person to
be your proxy, or your named proxy does not attend the
Annual Meeting, the Chair of the Annual Meeting will be
your proxy and may only vote in accordance with your
express direction.
RETURN OF PROXY FORMS
Proxy Forms must be received at the office of the
Company’s share registrar, Computershare Investor Services
Limited, Private Bag 92119, Victoria Street West, Auckland
1142, no later than 2.00pm on Sunday 1 December 2019.
Results of the voting will be posted on the Company’s
website following the conclusion of the Annual Meeting and
finalisation of the voting results.
The Company’s external auditor, Ernst & Young, will be
available at our Annual Shareholder Meeting to answer
questions from Shareholders relevant to the external audit.
Explanatory Notes
RESOLUTION 1: FIXING THE REMUNERATION OF
THE AUDITOR
Section 207(T) of the Companies Act 1993 provides that
the Company’s auditor is automatically re-appointed at an
annual meeting of shareholders of the Company unless
there is a resolution or other reason for the auditor not to
be re-appointed. Ernst & Young will automatically be re-
appointed as the auditor of Delegat Group Limited at the
annual meeting.
Section 207(S) of the Companies Act 1993 provides that
the remuneration of Ernst & Young as auditor are to be
fixed in such a manner as the Company determines at the
annual meeting. The Board proposes that, consistent with
commercial practice, the auditor’s remuneration should
be fixed by the Directors. Authority for the Directors to fix
the remuneration is a resolution at each Annual Meeting of
Shareholders of the Company.
Ernst & Young was first appointed as auditor in 2006.
In accordance with the Company’s External Auditor
Independence Policy, the lead audit partner is changed
every 5 years. The Company’s policy regarding rotation
of audit partners reduces the risk that independence is
compromised while at the same time, helps to preserve
valuable knowledge and understanding of the Company’s
business by providing the Company with the flexibility to
retain its external auditor.
Mr Brent Penrose was the lead audit partner for the financial
year ended 30 June 2019. In August 2019 the Audit and Risk
Committee assessed and confirmed the independence of
Ernst & Young.
RESOLUTION 2&3: RE-ELECTION OF DIRECTORS
Under NZX Main Board Listing Rule 3.3.11, and in
accordance with the Company’s Constitution, one-third of
the Company’s Directors retire by rotation at the annual
meeting of shareholders and are eligible for re-election
at that meeting. All directors must not hold office without
re-election past the third annual meeting of shareholders
following the director’s appointment or three years,
whichever is longer.
Managing Director and Executive Director, Mr John
Freeman retires by rotation pursuant to NZX Main Board
Listing Rule 2.7.1 and offers himself for re-election.
John Freeman was appointed to the office of Managing
Director and Executive Director, under the prior Listing
Rules and was not required to retire at an annual meeting
of shareholders. As this is the first annual meeting of
shareholders since the new Listing Rules became effective,
John is required to retire and does offer himself for

re-election.
John joined the Board of Delegat Group Limited in July 2018
as Managing Director. John is responsible for developing
growth plans, building a high performance organisation and
executing on Board approved business plans. He originally
joined Delegat in 2005, holding various sales leadership
and management roles both in Auckland and in the Group’s
overseas subsidiary in Australia. John also brings to Delegat
his experience from the technology and finance industries,
and has a Master of Business Administration degree from
the Australian Graduate School of Management. John is a
member of the Institute of Directors.
Non-executive Director, Ms Shelley Cave retires by rotation
pursuant to NZX Main Board Listing Rule 2.7.1 and offers
herself for re-election. The Board has determined Ms
Shelley Cave is independent.
Shelley joined the Board of Delegat Group Limited in
September 2016. Her extensive experience in corporate
legal affairs, compliance and governance, as well as actively
investing in and running small and medium enterprises,
underpins her contribution as a director. Shelley is a
member of the Institute of Directors. Her background is law,
having been a Corporate lawyer for 23 years and for 12 of
those years a partner of Simpson Grierson, acting across a
wide range of industry sectors.
DELEGAT GROUP LIMITED •NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notes continued overleaf

Shelley is currently on the board of the Government
Superannuation Fund Authority, and is the director and co-
founder of The FoodPath NZ Limited. Shelley is a member
of the Institute of Directors.
The Listing Rules and Company’s constitution requires at
least two Directors must be determined by the Board to be
independent. Shelley had indicated her intention to retire
from the Board, at this annual meeting of shareholders,
due to personal and family considerations. The Company
has begun a search for a replacement, but as this has not
been finalised at the time of holding the annual meeting of
shareholders, Shelley has agreed to seek re-election until an
appointment is made.
Both directors standing for re-election do so with the
support of the Board.
RESOLUTION 4: ADOPTION OF A NEW
CONSTITUTION
The Company’s existing constitution was adopted on listing
on the NZX in 2006 and incorporated the requirements
of the then current Listing Rules. Since that time the Listing
Rules themselves have been amended several times and
changes have been made to the Companies Act 1993
to accommodate changes to embrace an electronic
environment and communications.
A further substantial change to the Listing Rules took effect
from 1 July 2019, subject to a 6 month transitional period.
The Company is transitioning to these new rules by the
adoption of a new constitution as required by the new
Listing Rules.
Accordingly, the Company has undertaken a review of
the constitution with a view to incorporating amendments
required by the Listing Rules and adopting the changes
introduced by the Companies Act which are relevant to the
Company.
Adoption of the new constitution requires the approval of
shareholders by special resolution.
Amendments proposed to ensure compliance with the new
Listing Rules may be summarised as including (note that the
“clause” number references below refer to corresponding
“Regulation” numbers in the constitution):
• Minimum Shareholdings: In exercising the right of the
Company to require the sale of a minimum parcel of
shares, the Board is no longer required to conduct the
sale through the NZX or in some manner approved by
the NZX (clause 3.21);
• Shareholder Voting: Voting on resolutions must now be
conducted by poll as opposed to voting by a show of
hands or by voice (clause 6.9). A number of amendments
have been made to the existing procedural rules on the
holding of polls as a consequence.
• Rotation of Directors: The existing rotation provisions
have been replaced. A director, including the Managing
Director, must not hold office (without re-election)
past the third annual meeting following his or her
appointment, or three years, whichever is the longer (see
clause 7.8).
• Election of Directors: The ability to propose a vote
to have all nominees for appointment as directors
conducted by one resolution has been removed. A
separate resolution is required for the appointment of
each director (see clause 7.7).
The new constitution adopts an order and style similar to
the current constitution. Changes additional to those to
address Listing Rule requirements mentioned above include:
• Legislation References: The revised constitution updates
redundant statute references found throughout the
existing constitution. For example, references to the
Securities Act 1978 and the Securities Transfer Act 1991
have been replaced with the Financial Markets Conduct
Ac t 2013.
• Companies Act Changes: The Companies Act 1993 was
amended in 2012 to recognise the advance of electronic
communications in commerce and to facilitate the
conduct of business. For example, amendments were
introduced to permit the giving of notices of shareholder
meetings electronically and to hold “virtual” meetings
(see clauses 6.7, 6.11 and 6.21).
• Redundant Provisions: Where a provision of the existing
constitution incorporates a Listing Rule which is now
redundant, that provision has been removed.
• Simplification: The opportunity has been taken to
simplify unnecessarily technical provisions to assist
shareholding understanding.
• Terminology: Consistent with Listing Rules, references
to financial market descriptions of securities as “financial
products” and “Equity Securities” have been adopted
where relevant.
• NZX References: References to”New Zealand Exchange
Limited” and “NZSX Listing Rules” have been updated to
“NZX” and “NZX Listing Rules”, respectively.
• Listing Rule Refinements: The current constitution
incorporates many Listing Rules in detail which are
not expressly required by the Listing Rules to be
incorporated in the constitution, but which have been
included to provide a more comprehensive document
for shareholders. Where these provisions have been
incorporated in the existing constitution and the wording
of the corresponding Listing Rule has been refined, the
new constitution adopts that change.
• Dividend Payments: An amendment adopts common
practice of permitting payments to be made by bank
transfer (see clause 5.9).
The proposed amendments to the existing constitution
do not impose or remove a restriction on the activities
of the Company or affect the rights attached to shares.
Accordingly, the shareholder minority buy-out rights under
the Companies Act 1993 do not apply.
The Listing Rules require an NZX approved solicitor to
certify that the new constitution, following adoption,
complies with the requirements of the Listing Rules. The
Company’s solicitor’s Heimsath Alexander, have provided
that opinion.
A copy of the new constitution can be viewed on the
Delegat Group Limited website at http:/delegat.com. A
copy may also be obtained at the registered office of the
Company at 10 Viaduct Harbour Avenue, Auckland 1010.
DELEGAT GROUP LIMITED •NOTICE OF ANNUAL MEETING OF SHAREHOLDERS