DGL – 2020 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 on 25 November 2020 commencing at 2.00pm.
Given the ongoing impacts of the COVID-19 pandemic,
particularly in relation to the uncertainty of domestic travel,
and the possibility of social distancing requirements and
restrictions on mass gatherings being reintroduced in the
event of a resurgence of COVID-19 infections in New
Zealand, a decision has been made that this year’s Annual
Meeting will be held virtually via an online platform.
All shareholders will have the opportunity to attend and
participate in the Annual Meeting online via an internet
connection using a computer, laptop or smartphone.
Instructions and further details on how to participate in
the virtual Annual Meeting will be made available on the
Group’s website at www.delegat.com, under the Investor
Relations Annual Meeting section.
The Delegat Board and management look forward to
welcoming you to the Annual Meeting.
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
2020 as contained in the Company’s 2020 Annual
Report.
D. RESOLUTIONS
Shareholders will be asked to consider and, if thought
appropriate, to pass the following resolutions:
1. Auditor’s appointment and remuneration:
Deloitte Limited is appointed as auditor of the
Company and the directors be authorised to fix the
auditor’s remuneration.
2. Re-election of Jim Delegat as Director:
Jim Delegat retires in accordance with the provisions
of the constitution of the Company and, being eligible,
offers himself for re-election.
3. Election of Graeme Lord as Director:
Graeme Lord, having been appointed to fill a casual
vacancy of the Board, retires in accordance with the
provisions of the constitution of the Company and,
being eligible, offers himself for election. A profile for
Graeme Lord is included in the Explanatory Notes.
4. Election of Phillipa Muir as Director:
Phillipa Muir, having been appointed to fill a casual
vacancy of the Board, retires in accordance with the
provisions of the constitution of the Company and,
being eligible, offers herself for election. A profile for
Phillipa Muir is included in the Explanatory Notes.
These resolutions 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. 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.
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

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 Monday 23 November 2020 (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.
Shareholders wishing to vote on the day of the Annual
Meeting will be able to do so via the Annual Meeting
virtual application.
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 virtual 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
virtual 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 Monday 23 November
2020.
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 2020 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: AUDITOR’S APPOINTMENT AND
REMUNERATION
The Companies Act 1993 requires the Company to appoint
an auditor and provides that the fees and expenses of an
auditor appointed at an Annual Meeting can be fixed in the
manner determined at that meeting.
In October 2020, following a formal request for proposal
process for the provision of external audit services, the
Company announces that Deloitte Limited (“Deloitte”)
was the successful party in that process, and the Directors
recommend that Deloitte be appointed as auditor for the
financial year ending 30 June 2021.
The appointment of Deloitte brings in another “big four”
audit firm with broad experience in dealing with large and
complex New Zealand clients. The Deloitte audit team
for the financial year ending 30 June 2021 will be led by
Andrew Dick (lead audit partner).
Prior to their appointment (subject to shareholder approval)
the Board assessed and confirmed the independence of
Deloitte. Deloitte carries out other assignments for Delegat
in the area of taxation compliance. This does not impact
Deloitte’s independence and will be disclosed in the
independence section of Deloitte’s audit report attached to
Delegat’s financial statements.
Section 207(S) of the Companies Act 1993 provides that the
remuneration of the auditor is 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. The total audit fee excluding disbursements for
statutory audit services for FY21 is $255,000.
BIOGRAPHY: ANDREW DICK
A senior partner of Deloitte with over 29 years of
experience working with a number of New Zealand’s
iconic listed companies including Air New Zealand
Limited, Genesis Energy Limited, Synlait Milk Limited
and T&G Global. His broader food, wine and beverage
experience includes Beam Suntory, Life Health Foods,
Synlait, Sanitarium and Foley Wines (as QA partner).
RESOLUTION 2: RE-ELECTION OF DIRECTOR
Under NZX Main Board Listing Rule 2.7.1, and in
accordance with the Company’s Constitution, 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 the longer.
Notes continued overleaf
DELEGAT GROUP LIMITED • NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Executive Chairman, Jim Delegat retires by rotation
pursuant to NZX Main Board Listing Rule 2.7.1 and offers
himself for re-election.
Jim Delegat is the Executive Chairman of Delegat Group
Limited and has been on the Board since the Company
listed in 2006. He is responsible for providing strategic
direction and monitoring performance to ensure successful
delivery of Board-approved business plans. He has been
involved in the New Zealand wine industry all his working
life and is thoroughly experienced in every aspect of the
business. Jim is one of only a handful of second-generation
family wine producers in the country. Active in industry
affairs, he has been a Director of both the Wine Institute
of New Zealand and New Zealand Winegrowers, having
previously served on the Board of the Wine Institute of
New Zealand for more than 13 years. Jim is a member of
the Institute of Directors.
RESOLUTION 3 & 4: ELECTION OF GRAEME LORD
AND PHILLIPA MUIR AS DIRECTORS
Under NZX Main Board Listing Rule 2.7.1, and in
accordance with the Company’s Constitution, a Director
appointed by the Board must not hold office without
re-election past the next annual meeting following the
Director’s appointment.
Graeme Lord and Phillipa Muir, having been appointed to
fill casual vacancies of the Board, retire in accordance with
NZX Main Board Listing Rule 2.7.1 and offer themselves for
election.
Graeme Lord is a Non-Executive Director of Delegat
Group Limited and joined the Board in July 2020. He has
significant experience in the global wine industry, including
serving as Managing Director of Delegat Group Limited
from 2014 to 2018. Prior to this, since 1999, Graeme
contributed to the Company’s growth story as a senior
executive in strategy, marketing, and sales leadership roles.
He was previously CEO of Macpac Wilderness Equipment
and a Consultant with The Boston Consulting Group.
Graeme is a member of the Institute of Directors.
Phillipa Muir is a Non-Executive Director of Delegat Group
Limited and joined the Board in August 2020. Phillipa
is currently also Chair of Fletcher Building’s Employee
Educational Fund, Chair of the Auckland Writers Festival
Trust and a senior partner in law firm Simpson Grierson,
where she heads the firm’s national Employment Law
Group and acts across a wide range of industry sectors.
Phillipa was awarded the Excellence in Governance Award
at the NZ Women in Governance Awards 2018 and has
held a number of previous governance roles. Phillipa is a
member of the Institute of Directors. The Board considers
Phillipa to be an independent director.
Both directors standing for election do so with the support
of the Board.
DELEGAT GROUP LIMITED • NOTICE OF ANNUAL MEETING OF SHAREHOLDERS