DGL – 2021 Notice of Annual Meeting and Agenda

Notice is given that the 2021 Annual Meeting of Delegat
Group Limited will be held as a virtual meeting on
Tuesday 7 December 2021, commencing at 2.00pm.
Given the ongoing impacts of the Covid-19 pandemic,
particularly in relation to the lockdown restrictions in
Auckland persisting, and the requirement for

social distancing and restrictions on mass gatherings,
a decision has been made that this year’s
Annual Meeting will be held virtually through the
Computershare Meeting Services web platform
https://meetnow.global/nz.
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. ACTING 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 2021 as contained in the Company’s 2021
Annual Report.
D. RESOLUTIONS
Shareholders will be asked to consider and, if thought
appropriate, to pass the following resolutions:
1. Re-election of Rose Delegat as Director:
Rose Delegat retires in accordance with the provisions
of the constitution of the Company and, being eligible,
offers herself for re-election.
2. Re-election of Dr Alan Jackson as Director:
Dr Alan Jackson retires in accordance with the provisions
of the constitution of the Company and, being eligible,
offers himself for re-election.
3. Director’s remuneration:
The meeting will be asked to consider by ordinary
resolution:
Pursuant to NZX Listed Rule 2.11.1, the total
remuneration for non-executive directors to be increased
by $95,000, from $400,000 to $495,000 per annum.
4. Auditor’s remuneration:
The meeting will be asked to consider by ordinary
resolution:
To record the automatic reappointment of the Auditor,
Deloitte, and to authorise the directors to fix the auditor’s
remuneration for the ensuing year.
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
Due to the global Covid-19 pandemic, the Company has
made the decision to hold a virtual Annual Meeting. All
shareholders will have the opportunity to attend and
participate in the 2021 Annual Meeting online through
the Computershare Meeting Services web platform.
By using the web platform, you will be able to watch the
Annual Meeting and vote and ask questions online using
your smartphone, tablet or desktop device. Please
refer to the enclosed Virtual Meeting Guide for more
information.
SHAREHOLDERS ENTITLED TO ATTEND
AND VOTE
Under section 125 of the Companies Act 1993, the Board
has determined that, for the purposes of voting at the
Annual Meeting, only those registered shareholders
of the Company as at 5.00pm on Friday 26 November
2021 (New Zealand time), being a day not more than 20
working days before the meeting, shall be entitled to
exercise the right to vote at the meeting. 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 resolutions 1 to 4. The chair intends to
vote all discretionary proxies given to him in favour of
resolutions 1 to 4.
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 Sunday

5 December 2021.
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 2021 external auditor, Deloitte, will be
available at our Annual Shareholder Meeting to answer
questions from Shareholders relevant to the external
audit.
VIRTUAL MEETING
Following the success of last year’s online only meeting
and due to the uncertainty of alert level changes,
the Company has made the decision to again hold a
virtual Annual Meeting. All shareholders will have the
opportunity to attend and participate in the 2021

Annual Meeting online virtually through the
Computershare Meeting Services web platform

https://meetnow.global/nz
(using a computer, laptop, tablet or smartphone).
Audio will stream through the selected devise, so
shareholders will need to ensure that they have
the volume control on their headphones or device
turned up. Shareholders will be able to the view the
presentations, vote on the resolutions to be put to
shareholders and submit questions, by using their
own computers or mobile devises. Shareholders will
still be able to appoint a proxy to vote for them as they
otherwise would, by following the instructions on the
proxy form and this Notice of Annual Meeting. Details
on how to participate ‘virtually’ are provided in the
accompanying Virtual Meeting Guide with instructions
for accessing the virtual meeting.
Explanatory Notes
A: ORDINARY BUSINESS
EXPLANATORY NOTE 1
Executive Chairman and Acting Managing Director’s
Reports
The Executive Chairman and Acting Managing Director
will each give a presentation on the financial year ended
30 June 2021. Events occurring after 30 June 2021 will
also be discussed.
EXPLANATORY NOTE 2
Re-election of Directors
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.
Rose Delegat and Dr Alan Jackson are subject to
rotation under the NZX Listing Rules and retire by
rotation at this Annual Meeting.
The Board has determined that Dr Alan Jackson is an
Independent director (as defined by the NZX Listing
rules).
Biographical details for the directors proposed to be

re-elected by rotation are set out below.
DELEGAT GROUP LIMITED • NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Rose is a Non-Executive Director of Delegat Group
Limited and has been on the Board since the Company
listed in 2006. The Group continues to benefit from
Rose’s experience and the expertise that she has given
to the Company for more than 35 years. Rose was
responsible for initiating the Group’s drive into export
markets in the 1980s and was the inaugural Chairperson
(1987-1990) of the special United Kingdom Exporting
Group, part of Wine Institute of New Zealand. Rose is a
member of the Institute of Directors.
Dr Alan Jackson is a Non-Executive Director of Delegat
Group Limited and has been on the Board since 2012.
Alan was, until 2009, Chairman Australasia, Senior
Vice President and Director of The Boston Consulting
Group and served six years on the Global Executive
Committee. He has been an international management
consultant since 1987 with The Boston Consulting
Group and has proven experience at the most senior
levels of international and government business. Alan
has worked across a range of industries internationally,
including consumer goods companies, supermarkets
and retailers, in addition to industrial and resource
companies. Alan headed The Boston Consulting
Group’s Consumer Goods and Retail practice in
Australasia and Asia Pacific. Alan is a Fellow of the
Institution of Professional Engineers and a Chartered
Fellow of the New Zealand Institute of Directors.
Both directors standing for re-election do so with the
support of the Board.
EXPLANATORY NOTE 3
Director’s Fees
This resolution is to put to shareholders in accordance
with NZX Listing Rule 2.11.1 and relates to the maximum
aggregate fees payable to all non-executive directors.
At present the maximum fee pool for non-executive
directors is set at $400,000 per annum, as approved by
shareholders at the Company’s 2016 annual meeting.
The Delegat Board is recommending an increase in
that fee pool by $95,000 (being an increase of 24%)
to $495,000 per annum. The Board considers that
this will permit the payment of remuneration to non-
executive directors reflective of market rates whilst also
representing a fair and reasonable compensation for
the responsibilities which they assume.
Being one of New Zealand largest producer and
exporter of branded finished wine, it is important that
Delegat attract and retains directors with the skills,
strategic planning and diversity of thinking to govern
the business with the objective of creating shareholder
value. In order to do so, remuneration levels must not
only be fair and reasonable but also competitive with
the market for non-executive roles.
The Board’s recommendation has had regard to an
analysis of comparison data (refer to table 3) of similar
NZX listed companies with similar market capitalisation
and international operations. This analysis has then
been measured against the August 2021 Institute of
Directors (IoD) published Directors Fee report (refer to
table 2).
The Board’s recommended payment for the non-
executive chairman of $180,000 represents the
median payment reflected in the market capitalisation
comparison whilst the increase in non-executive
director remuneration of $20,000 to $95,000 closely
aligns with the conclusions reached from both the
comparative capitalisation analysis and the IoD fees
report.
In summary, Delegat’s Board is seeking the approval of
shareholders to increase the fee pool for non-executive
directors which it considers are fair and reasonable for
the following reasons:
• the attraction and retention of Directors with
attributes to create shareholder value;
• to accommodate the appointment and remuneration
of the Independent Chair as previously announced
from February 2022;
• to align Director remuneration with the market
taking into account non-executive directors fees, of
comparable sized listed companies; and
• to reflect the increasing workload of Directors
having regard to the number of hours spent by the
Board in preparation for and attendance at meetings
and the complexity of compliance and regulation
requirements being considered at those meetings.
The increase proposed is broken down as follows:
Table 1: Board fees
Board Role 30-Jun-21 Proposed Amount of
Increase
Independent Chair n/a $180,000 $180,000
Independent Director $75,000 $95,000 $20,000
Non-executive Director $75,000 $95,000 $20,000
Chair of Audit & Risk Committee $10,000 $15,000 $5,000
Chair or Remuneration Committee $10,000 $15,000 $5,000
Director Fee Pool $400,000 $495,000 $95,000
DELEGAT GROUP LIMITED • NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Table 2: Lower Quartile, Median and Upper Quartile Fees for Non-Executive Directors
Institute of Directors (IoD) Director Fees report - August 2021
Non-Executive Directors Lower Median Upper
Quartile Fees Quartile
By market cap - > $1,000M $89,040 $95,000 $114,000
Fees for Committee Chair (all Companies) Lower Median Upper
Quartile Fees Quartile
Audit & Risk $6,375 $12,000 $20,000
Remuneration $5,811 $10,200 $19,452
Table 3: Director Fees of NZX Companies with comparable market capitalisation
Company
Market
Capitalisation
1
($m)
Base
Fee
ARCARC
Chair
Rem
Rem
Chair
Board
Chair
Precinct Properties $2,600 $91,170 $7,500 $15,000 $5,000 $10,000 $182,340
Freightways $2,146 $105,000 $20,000 $15,000 $185,000
Z Energy $ 1,878 $ 97,000 $ 10,000 $ 20,000 $ 10,000 $ 20,000 $ 185,000
Air New Zealand $ 1,847 $ 100,000 $ 20,000 $ 40,000 $ 10,000 $ 20,000 $ 270,000
Property For Industry $ 1,478 $ 90,000 $ 15,000 $ 10,000 $ 170,000
Warehouse
2
$ 1,398 $ 87,000 $ 10,000 $ 27,500 $ 6,600 $ 25,000 $ 182,600
Heartland $ 1,374 $ 100,000 $ 15,000 $15,000 $ 150,000
Argosy $ 1,313 $ 92,500 $ 12,000 $ 20,000 $ 6,000 $ 12,500 $ 160,000
Arvida $ 1,251 $ 90,000 $ 12,000 $8,000 $ 165,000
Kathmandu $ 1,113 $ 131,333 $237,980
Oceania Healthcare $ 988 $ 90,000 $ 20,000 $ 7,500 $ 180,000
Synlait $ 787 $ 88,900 $ 15,250 $ 12,000 $ 178,000
Median $ 91,835 $ 20,000 $ 12,500 $ 181,170
1.
Market Capitalisation as at 1 November 2021
2.
Warehouse Non Executive Director Fees as per Notice of Meeting dated 27 October 2021
Company
Market
Capitalisation
1
($m)
Base
Fee
ARCARC
Chair
Rem
Rem
Chair
Board
Chair
Delegat $ 1,471 $75,000 $10,000 $10,000
Delegat: Proposed $ 95,000 $15,000 $15,000 $180,000
DELEGAT GROUP LIMITED • NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
EXPLANATORY NOTE 4
Appointment and Remuneration of Auditor
Section 207T of the Companies Act 1993 provides that a
company’s auditor is automatically reappointed unless
there is a resolution or other reason for the auditor not
to be reappointed. The Company wishes Deloitte to
continue as the Company’s auditor, and Deloitte has
indicated its willingness to do so.
Section 207S of the Companies Act 1993 provides that
the fees and expenses of Deloitte as auditor are to be
fixed by the Company at the Annual Meeting or in such
a manner as the Company determines at the Annual
Meeting. The Board proposes that, consistent with past
practice, the auditor’s fees and expenses should be
fixed by the directors.

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For your proxy to be effective it must be received by 2.00pm (New Zealand time) Sunday 5 December 2021
DELEGAT GROUP LIMITED (DELEGAT)
ANNUAL MEETING PROXY/VOTING FORM
Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119 Auckland 1142 New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
+64 9 488 8777

corporateactions@computershare.co.nz
How to Vote on Items of Business
All your shares will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the virtual meeting, you may appoint a proxy. To do this, enter the
name of your proxy in the space allocated in ‘Step 1’ of this form. You must name a proxy for
your appointment to be valid.
Direct your proxy how to vote by marking one of the boxes opposite each item of business. If
you do not mark a box your proxy may vote as they choose, except for a director (or associated
person of a director) who will abstain from voting any undirected proxy on the resolutions. If you
mark more than one box on an item of business your vote will be invalid on that item.
Appointing the Chair or any other director as your proxy
The Chair of the meeting, or any other Delegat director, is willing to act as proxy for any
shareholder who wishes to appoint her or him to vote on their behalf. To appoint the Chair of
the meeting or a director as your proxy enter ‘the Chair’ or the name of the director you wish to
appoint in the space allocated in ‘Step 1’ of this form.
If, in appointing a proxy, you have inadvertently not named someone to be your proxy, or your
named proxy does not attend the virtual meeting, the Chair of the meeting will be your proxy
and will vote in accordance with your express direction.
Attending the Meeting Virtually
If you propose to attend the meeting, please read the enclosed Virtual Meeting Guide
prior to the meeting. You can participate in the meeting virtually through the web platform
https://meetnow.global/nz and entering the meeting. You will be able to view presentations,
ask questions and cast your vote from your own computer, mobile or similar device. For any
assistance with the process, please contact Computershare on +64 9 488 8777 between
8.30am-5.00pm Monday to Friday.
Due to the ongoing public health restrictions relating to the spread of Covid-19, Delegat will hold its Annual Meeting as a virtual annual meeting. All
shareholders will have the opportunity to attend and participate in the 2021 Annual Meeting via an internet connection (using a computer, laptop, tablet or
smartphone). The virtual meeting will be accessible on both desktop and mobile devices.
Please refer to the Virtual Meeting Guide 2021 that accompanies this Proxy/Voting Form.
Signing Instructions for Postal Proxies
Individual
Where the holding is in one name, the shareholder must sign
this form.
Joint Holding
At least one joint shareholder should sign this form (on behalf of
all joint shareholders). If different joint shareholders purport to
appoint different proxies, the vote of the proxy appointed by the
first named joint shareholder will prevail.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a
certified copy of the power of attorney and a signed certificate
of non-revocation of the power of attorney must accompany this
Proxy Form.
Companies
This Proxy Form must be signed by a duly authorised officer or
attorney. Persons who sign on behalf of a company must be
acting with the company’s express or implied authority.
Comments & Questions
If you have any comments or questions for Delegat, please write
them on a separate sheet of paper and return them with this
form, or email murray.annabell@delegat.com
Go online or turn over to complete the form
smartphone?
Scan the QR code to vote now.
VIRTUAL MEETING
Your secure access information
Control Number: 106363 CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and New Zealand Postcode/Country of Residence to appoint a proxy online.
www.investorvote.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:

DELEGAT GROUP LIMITED •PROXY FORM/VOTING PAPER
Proxy/Corporate Representative Form
STEP 1 Appoint a Proxy to Vote on Your Behalf
I/We being a shareholder/s of Delegat Group Limited
appoint of
or failing him/her of
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at Delegat’s Annual Meeting of shareholders
to be held virtually at https://meetnow.global/nz on Tuesday, 7 December 2021 at 2:00pm (New Zealand time) and at any adjournment of that meeting.
STEP 2 Items of Business – Voting Instructions
Please note: If you mark abstain for an item, you are directing your proxy not to vote on your behalf and your votes will not be counted in computing the required
majority. If you do not mark a box your proxy may vote as they choose, except for a director (or associated person of a director) who will abstain from voting any
undirected proxy on the resolutions.
Resolutions
Re-election of Directors
ForAgainstAbstain
Proxy
Discretion
Item 1That Rose Delegat be re-elected as a Delegat director.
Item 2That Dr Alan Jackson be re-elected as a Delegat director.
Directors’ Fees
Item 3That the total annual director fee pool be increased by $95,000 to $495,000.
Auditor Fees and Expenses
Item 4That the Board of Delegat Group Limited be authorised to fix the fees and expenses
of Deloitte as auditor.
If your proxy is not the Chairman of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and email address).
If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): (Email):
SIGN Signature of Shareholder(s) This section must be completed.
Shareholder 1 Shareholder 2 (if applicable) Shareholder 3 (if applicable)

Individual/Authorised officer or attorney Individual/Authorised officer or attorney Individual/Authorised officer or attorney
Contact Name Contact Daytime Telephone Date
CSN/Shareholder Number:
Number of shares:

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Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask
questions and submit your
votes in real time.
You will need the latest version of Chrome, Safari,
Edge or F irefox. Please ensure your browser is
compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
r
emotely is eligible to ask a question.
S
elect the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global, select New Zealand from the
drop down and select the required meeting. Click
'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country from
the drop down box instead of the post code. Accept
the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If y
ou have any issues accessing the website please
call +64 9 488 8700.