AWF Madison Group Notice of Annual Meeting of Shareholders

Notice of Annual Meeting of Shareholders

Due to the current COVID-19 situation, AWF Madison Group Limited (“AWF”) has decided to take the
prudent step to hold its Annual Meeting of Shareholders online only. We invite you to join us online
for the virtual Annual Meeting.

Notice of Annual Meeting of Shareholders 2020
Where: www.virtualmeeting.co.nz/awf20
When: Wednesday 30 September 2020 at 9.00am (New Zealand time)

Shareholders attending the meeting will be able to vote and ask questions at the meeting.
Shareholders can also pre-submit questions either online at
https://investorcentre.linkmarketservices.co.nz/voting/AWF or using the Proxy Form. Questions will
need to be submitted by 9.00am (New Zealand time) on Monday 28 September 2020.

If you cannot attend the virtual Annual Meeting, I encourage you to complete and lodge the proxy
form in accordance with the instructions on the back of that form so that it reaches Link Market
Services by 9.00am (New Zealand time) on Monday, 28 September 2020.

Items of Business:
1. Chairman’s Introduction.
2. To note the consolidated financial statements for the year ended 31
st
March 2020.
3. CEO’s Report and Update.
4. Resolutions (see Explanatory Notes below):
 Director Elections (Ordinary Resolutions)
In compliance with the rotation requirements of Listing Rule 2.7.1; two directors are
due for re-election in 2020:
4.1 Simon Hull 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:
o Re-elect Simon Hull as a Director.
4.2 Wynnis Armour 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:
o Re-elect Wynnis Armour as a Director.
4.3 Laurissa Cooney
In accordance with Listing Rule 2.7.1, Laurissa Cooney, who was appointed to
the Board by the Directors with effect from 1 August 2020; is required to retire
from office at this meeting. She offers herself for re-election. Accordingly, the
meeting is asked to consider, and if thought fit, to:
o Re-elect Laurissa Cooney as a Director.

 Auditors’ Fees (Ordinary Resolution)
4.4 Authorise the Directors to fix the fees of the auditors for the year.

5. To note that Auditors Deloitte are appointed pursuant to Section 200 of the Companies Act
1993.
6. 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 2016, 2018 and 2020 Schemes, if staff holding shares resign from the Group during
the year.
7. 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 9.00am (NZ time) on Monday 28 September 2020. 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 online.






Ross Keenan
Chairman
28 August 2020

EXPLANATORY NOTES:

 Election of Directors
Simon Hull biography:
Simon founded the Allied Work Force business in 1988 and was its Managing Director for 27
years. He has been instrumental in growing the AWF Madison Group business from the single
original office in Penrose through to listing as a public company and current market leading
position as the largest full spectrum recruitment services provider in New Zealand.
Simon is the founder and director of Multihull Ventures; and he is the skipper of the Frank
Racing stable of boats. He has substantial experience in property investment; and is a director of
Zhik Pty Limited, a world-renown marine apparel brand.

Wynnis Armour biography:
After graduating from University, and then running an educational start-up, Wynnis has held
various senior management positions in both the private and public sectors. Following the sale
of a highly profitable retail venture, Wynnis went on to co-found and grow the Madison Group,
which was acquired by AWF in 2013.
Appointed to the AWF Group Board of Directors in December 2014, which was subsequently re-
named AWF Madison Group in 2015, Wynnis ensures her knowledge of both Madison’s
operations and industry trends continue to benefit the Group’s business.
Wynnis advises and mentors a group of businesses around growth, entrepreneurship and
innovation, whilst sitting on various formal and advisory boards. She is a member of the
Institute of Directors, Global Women, ArcAngels and The Icehouse, and is a trustee of the
University of Canterbury Foundation.

Laurissa Cooney biography:
Laurissa, who is of Te Āti Hau Nui a Pāpā Rangi (Whanganui) descent, joined the Board as an
Independent Director in August 2020. Bringing experience in both governance and finance,
Laurissa chairs the Board’s Audit, Finance & Risk Committee.
Laurissa has previously held senior management, auditing and consulting roles with Deloitte in
New Zealand, and Deloitte Touche in London, and was the CFO for Te Whare Wānanga o
Awanuiārangi. She currently serves as the Chair of Tourism Bay of Plenty, and she is an
Independent Director for Air New Zealand.
She is a Trustee on the Charitable Investment Trust for Ngāi Tai ki Tāmaki; and she also holds a
role as an independent director on the Audit & Risk board of Nga Tangata Tiaki and was
previously a committee member for the Institute of Directors Bay of Plenty Branch. In 2017 she
was a recipient of the Institute of Directors Emerging Director Award. Laurissa is a Fellow of the
New Zealand Institute of Chartered Accountants, and a Chartered Member of the Institute of
Directors in New Zealand.


 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.

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Level 6, 51 Shortland Street, Auckland
PO Box 105 675, Auckland 1143
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 2020 Annual Meeting of Shareholders of
AWF Madison Group Limited which, due to the uncertainties created by the COVID-19 Pandemic, will be held
online only on 30 September 2020 at 9:00am (NZ time). Enclosed are the Notice of Meeting and a Proxy Form
if you are unable to attend the meeting online.
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 following resolutions:
 In compliance with the rotation requirements of Listing Rule 2.7.1; two directors are due for re-election in
2020:
Simon Hull; and
Wynnis Armour; and
both being eligible, they offer themselves for re-election.
 Laurissa Cooney, who was appointed to the Board by the Directors with effect from 1 August 2020; is
required to retire from office at this meeting (Listing Rule 2.7.1). She offers herself for re-election.
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 online, I encourage you to appoint a proxy to attend online 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 9:00am (New Zealand time) on Monday, 28 September 2020. 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 not attending the annual meeting online please submit the enclosed Proxy
Form so that it is received by no later than 9:00am on 28 September 2020.
We look forward to seeing you at the annual meeting.
Yours sincerely,




Ross Keenan
Chairman
28 August 2020

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2020 Restricted Share Scheme
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 2020 Restricted Share Scheme ("2020 Scheme")
and the intention of the Company to acquire shares issued under the:
(a) AWF Madison Group 2020 Restricted Share Scheme (“2020 Scheme”); and/or
(b) AWF Madison Group 2018 Restricted Share Scheme (“2018 Scheme”); and/or
(c) AWF Madison Group 2016 Restricted Share Scheme (“2016 Scheme”); and/or
(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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2020 Restricted Share Scheme
FINANCIAL ASSISTANCE
Restricted Shares may be issued under the 2020 Scheme in the next 12 months.
Accordingly, the Company is likely to provide financial assistance within the next 12 months to
participants in the 2020 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 F Shares* 42,000 $2.57
Restricted F Shares** 42,000 $2.64
Restricted F Shares*** 39,000 $1.93
Restricted G Shares† 151,200 $1.90
Restricted H Shares† 246,800 $1.90

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2020 Restricted Share Scheme
Class of Restricted Shares Current Number on Issue Acquisition Price Per Share
Restricted G Shares†† 20,800 $1.85
Restricted H Shares†† 31,200 $1.85
Restricted I Shares Yet to be issued To be determined
Restricted J Shares Yet to be issued To be determined


* 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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2020 Restricted Share Scheme
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: 28 August 2020
SIGNED:


__________________________________________
For and on behalf of the board of directors

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2020 Restricted Share Scheme


SCHEDULE 1
TEXT OF BOARD RESOLUTIONS PASSED ON 22 June 2020
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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2020 Restricted Share Scheme
SCHEDULE 2
TEXT OF BOARD RESOLUTIONS PASSED ON 22 June 2020
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.

7

2020 Restricted Share Scheme
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