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DGL – 2022 Annual report

Annual Report22 September 2022DGLConsumer Staples

YEARS OF VISIONARY
WINEMAKING

DELEGAT GROUP LIMITED | ANNUAL REPORT 2022

75 years
of Delegat Great

Wine People,

winning together

around the world.

Every day for the past 75 years, the
great wine people of Delegat have

been building a legacy — working

together across the seasons and

the seas to turn an audacious vision

into one of the world’s truly great

wine companies.

It’s been a journey of magnificent milestones, a

journey driven by an ambitious, strategic plan

and a simple, shared philosophy - that the road

to success is always under construction and the

best way to lead is simply not to follow.

It is an attitude that has enabled Delegat to grow

22-fold in the last two decades, generate annual

sales of over 3 million cases and become New

Zealand’s leading premium wine exporter.

It’s said that a glass of wine, produced by one of

Delegat’s brands, is enjoyed somewhere around

the world every minute of every day.

Still proudly bearing the family name, Delegat

has grown from its original 10 acre vineyard

in West Auckland to embrace three brands,

20 premier vineyards and four state-of-the-

art wineries in three of the world’s greatest

wine regions – Marlborough, Hawke’s Bay and

Australia’s Barossa Valley.

Delegat’s global flagship brand, Oyster Bay,

which won the coveted Marquis de Goulaine

Trophy for ‘Best Sauvignon Blanc in the World’

for its very first vintage in 1990, has grown

exponentially to become the No.3 premium

wine brand in the world.

Hailed by London wine writer Michael Kime as

“the elusive stuff of dreams”, Oyster Bay has

consistently won global acclaim for the quality

of the wines that proudly bear its name.

Last year, Australia Drink Awards declared

Oyster Bay their nation’s ‘Favourite White

Wine’. And this year, Oyster Bay was officially

recognised by Drinks International Magazine

as the ‘25th Most Admired Wine Brand in the

World’.

Barossa Valley Estate, meanwhile, has been

making its own, proud ‘points’ of difference. Last

year its 2019 Shiraz, Cabernet Sauvignon and

Grenache Shiraz Mourvèdre were all awarded

90+ points in competition.

Its iconic E&E Black Pepper Shiraz, meanwhile,

has been awarded 90+ points 10 years in a row

by Wine Spectator Magazine.

Not to be outdone, the Delegat 2020

Crownthorpe Terraces Chardonnay took the

Trophy for Champion Commercial White Wine

as well as Double Gold and 96 Points at last

year’s New Zealand International Wine Show.

In the same competition, the Delegat 2020

Gimblett Road Merlot and Awatere Valley Pinot

Noir each won gold.

The sheer quality and consistency of success

of all three Delegat wine brands comes not

just from the grace of good seasons and great

vintages, but from a four pillar, strategic plan

that defines Delegat and drives its global ‘great

wine people’ culture –

1. Leading Global Super Premium Wine

Brands.

2. Vineyards in Three of the World’s Great

Wine Regions.

3. Uncompromising Super Premium Quality.

4. Our Global Distribution Network.

Delegat invested so early in the superior

viticultural soils of Marlborough before it was

even recognised as one of the world’s great wine

regions.

Delegat built a $73 million, state–of–the–art

Marlborough winery back in 2007 to meet

the quantity and quality expectations of the

premium global wine market.

It was this long-term environmental strategy

that saw Delegat become one of the founding

members of Sustainable Winegrowing New

Zealand.

It’s a journey made possible by the many

Delegat Great Wine People, who paved this path

together, and established Delegat as a global

leader in Super Premium wine.

1

We’re celebrating
75 years of viticulture

and winemaking in

New Zealand.

A LETTER FROM JIM DELEGAT EXECUTIVE DIRECTOR

2022 is a year of special significance for Delegat and the Delegat family as we celebrate 75 years in

New Zealand wine. We’re so proud of this milestone accomplishment we’re celebrating all year.

We can easily forget that not so long ago things were different. The idea that one day we would be

successful in exporting New Zealand wine to the discerning markets of the world would have been

dismissed as fanciful. Happily, and wonderfully, New Zealand wine has come a long way in a very short

space of time.

Now, as Delegat celebrates 75 years, we recognise our fellow ‘builders’ of the industry, the families,

the individuals and the companies that have held fast to a vision, done the hard work in viticultural

pioneering and shown great determination in the face of adversity. Those who, above all, have never lost

sight of their drive for wine excellence and the acceptance of wine in to everyday life.

At 75 years old, the company’s experience is storied and our track record is solid. I wish to record a special

tribute to my parents for the early decisions they made and the foundations they laid so admirably.

This has ensured the best chances for success and prosperity for a young, growing business.

Finally, this message would not be complete without recording a sincere thanks and acknowledgement

to our loyal consumers who have supported us and made everything possible. Likewise, we owe gratitude

to our shareholders, partners and our Delegat Great Wine People, many of whom have worked with us

over the course of decades. We consider ourselves fortunate to have earned your trust.

Sincerely

6
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87

100

107

PERFORMANCE HIGHLIGHTS

FINANCIAL HIGHLIGHTS

CHAIRMAN’S REPORT

MANAGING DIRECTOR’S REPORT

BOARD OF DIRECTORS

DIRECTORS’ RESPONSIBILITY STATEMENT

STATEMENT OF FINANCIAL PERFORMANCE

STATEMENT OF OTHER COMPREHENSIVE INCOME

STATEMENT OF CHANGES IN EQUITY

STATEMENT OF FINANCIAL POSITION

STATEMENT OF CASH FLOWS

NOTES TO THE FINANCIAL STATEMENTS

INDEPENDENT AUDITOR’S REPORT

CORPORATE GOVERNANCE STATEMENT

OTHER DISCLOSURES

DIRECTORY

CONTENTS

Last year, wine

lovers around the

world enjoyed over

200 million glasses

of our wine.

5

1. Operating Performance is a non-GAAP measure and as such does not have a standardised meaning prescribed by GAAP.
It may therefore not be comparable to non-GAAP measures presented by other entities.

Reported NPAT of

$63.0 MILLION

Record Global Case Sales of

3,360,000

Operating NPAT

1

of

$58.1 MILLION

Operating EBITDA

1

of

$112.2 MILLION

Strong Cash from Operations of

$65.6 MILLION

OYST E R BAY

VO T E D FA N

FAVOURITE FOR

WHITE WINE

Australian Drinks Awards 2022

PERFORMANCE HIGHLIGHTS 2022

Notes:
1. EBITDA means earnings before interest, tax, depreciation and amortisation.

2. Operating EBITDA means EBITDA before NZ IFRS fair value adjustments.

3. EBIT means earnings before interest and tax.

4. Operating EBIT means EBIT before NZ IFRS fair value adjustments.

5. NPAT means net profit after tax attributable to ordinary Shareholders.

6. Operating NPAT means NPAT before NZ IFRS fair value adjustments after tax.

7. Net Assets means total assets less total liabilities.

8. EPS means earnings per share and is calculated on NPAT for the year divided

by the weighted average number of ordinary shares on issue. The weighted

average number of shares on issue are 101,130,000.

9. Operating Revenue is before fair value movements on derivative instruments

(if gains).

10. Operating EBITDA, Reported EBITDA, Operating EBIT, Reported EBIT,

Operating NPAT, Reported NPAT, EPS, Net Assets and Total Assets for the

years ended 30 June 2018, 2019, 2020 and 2021 have been restated for growing

costs under NZ IAS 41: Agriculture. Refer to Note 1 of the financial statements.

FINANCIAL HIGHLIGHTS 2022

ALAN JACKSON

NON-EXECUTIVE INDEPENDENT

CHAIRMAN

STEVEN CARDEN

MANAGING DIRECTOR

This Annual Report is dated 25 August 2022 and is signed on behalf of the Board by:

YEAR ENDED 30 JUNE20182019202020212022

Case Sales (000s)2,7363,0083,2773,1783,360

OPERATING PERFORMANCE

Operating Revenue

9

($m)255.8278.0302.9302.7325.4

Operating EBITDA

1, 2, 10

($m)95.3104.5116.4122.4112.2

Operating EBIT

3, 4, 10

($m)76.484.094.999.688.8

Operating EBIT % of Revenue 30%30%31%33%27%

Operating NPAT

5, 6, 10

($m)45.451.460.565.258.1

Operating NPAT % of Revenue


18%18%20%22%18%

REPORTED PERFORMANCE

Revenue ($m) 255.8278.0304.2305.4325.6

EBITDA

1, 10

($m)97.197.9118.9117.8119.0

EBIT

3, 10

($m)78.277.497.495.095.6

EBIT % of Revenue 31%28%32%31%29%

N PAT

5, 10

($m)46.746.765.261.963.0

NPAT % of Revenue 18%17%21%20%19%

EPS

8, 10

46.2c46.2c64.5c61.2c62.3c

Net Assets

7, 10

($m)330.6361.1410.2453.9499.5

Total Assets

10

($m) 779.8801.8826.9883.8967.3

DELEGAT ANNUAL REPORT 2022

7

DR ALAN JACKSON NON-EXECUTIVE INDEPENDENT CHAIRMAN
“Our strategic

goal is to build

a leading global

Super Premium

wine company.”

CHAIRMAN’S REPORT 2022

As Delegat commemorates 75 years in business this year, it is appropriate we begin by

acknowledging the ongoing leadership of Jim Delegat. Jim moved this year in to the role of

Executive Director, handing over the chairmanship of the Delegat Board to me, Alan Jackson.

We welcomed Steven Carden as the new Managing Director, allowing Graeme Lord, who

had been Acting Managing Director, to resume his role as a Director on the Delegat Board.

We are appreciative of Jim and Graeme’s ongoing involvement in the business ensuring

their wealth of experience is not lost to the company. We also welcomed Gordon MacLeod

as a new independent director to the Delegat Board.

DELEGAT ANNUAL REPORT 2022

8

Accordingly, on behalf of the Board of Directors of Delegat Group Limited, it is with great
pleasure that I present to you another strong year for Delegat Group Limited, on our

journey to building a leading global Super Premium wine company. The results achieved in

2022 reinforce the strength of the Delegat business model and the calibre of its people to

rise to the ongoing challenges by demonstrating persistence, resilience and care as a team

to both colleagues and customers. On that basis, I am pleased to present its operating and

financial results for the year ended 30 June 2022.

PERFORMANCE HIGHLIGHTS

• Global Case Sales of 3,360,000, up 6%.

• Operating NPAT of $58.1 million, down 11%.

• Operating EBITDA of $112.2 million, down 8%.

• Reported NPAT of $63.0 million, up 2%.

• Strong Cash from Operations of $65.6 million, down 12%.

The Group presents its financial statements in accordance with the New Zealand equivalents

to International Financial Reporting Standards (NZ IFRS).

To provide further insight into the Group’s underlying operational performance, the

Group has also included in this report an Operating Performance Report. This Operating

Performance Report excludes the impact of fair value adjustments required under

June 2022 June 2021 % change

NZ$ millions Restated* vs 2021

Operating Revenue

1

325.4 302.7 7%

Operating Gross Profit

2

144.2 150.9 -4%

Operating Gross Margin 44% 50%

Operating Expenses

3

(55.4) (51.3) -8%

Operating EBIT

4

88.8 99.6 -11%

Operating EBIT % of Revenue 27% 33%

Interest and Tax (30.7) (34.4) 11%

Operating NPAT

4

58.1 65.2 -11%

Operating NPAT % of Revenue 18% 22%

Operating EBITDA

4

112.2 122.4 -8%

Operating EBITDA % of Revenue 34% 40%

Table 1 OPERATING PERFORMANCE

Notes:

1. Operating Revenue is before fair value movements on derivative instruments (if gains).

2. Operating Gross Profit is before the net fair value movements on biological produce (harvest adjustment) and the NZ IFRS adjustments excluded in Note 1.

3. Operating Expenses are before fair value movements on derivative instruments (if losses).

4. Operating EBIT, EBITDA and NPAT are before any fair value adjustments.

*The financial statements for the year ended 30 June 2021 have been restated for Software-as-a-Service arrangements under NZ IAS 38: Intangible Assets.


Refer to Note 1 of the financial statements.

DELEGAT ANNUAL REPORT āāā CHAIRMAN’S REPORT

10

NZ IFRS for grapes and derivative instruments. As a fully integrated winemaking and sales
operation, Operating Profit includes the fair value adjustment in respect of grapes when

packaged wine is sold rather than on harvest of the grapes, and the fair value adjustment

on derivative instruments when these foreign exchange contracts and interest rate swaps

are realised.

The Group has included a reconciliation of Operating Profit to Reported Profit which

eliminates from each line in the Statement of Financial Performance all fair value

adjustments.

1

OPERATING PERFORMANCE

A strong operating NPAT of $58.1 million was generated compared to $65.2 million* in the

previous 12 months. Operating EBIT of $88.8 million is $10.8 million lower than last year

reflecting higher cost of goods associated with the impact of the lower yielding 2021 vintage

as well as inflationary cost increases both locally and globally. Operating Expenses (before

NZ IFRS adjustments) at $55.4 million are $4.1 million higher than last year.

Delegat achieved Operating Revenue of $325.4 million on global case sales of 3,360,000

in the year.

The Group’s case sales performance and foreign currency rates achieved are detailed in

table 2.

Table 2 CASE SALES AND FOREIGN CURRENCY

1.

Operating Performance is a non-GAAP measure and as such does not have a standardised meaning prescribed by GAAP. It may therefore not be comparable to non-GAAP

measures presented by other entities. The Chairman and Managing Director’s Reports are read by the auditors as part of their responsibilities in respect of other information

as disclosed in their audit report.

*The financial statements for the year ended 30 June 2021 have been restated for Software-as-a-Service arrangements under NZ IAS 38: Intangible Assets. Refer to Note 1

of the financial statements.

June 2022 June 2021 % change

Case Sales (000s) vs 2021

UK, Ireland and Europe 1,060 1,074 -1%

North America (USA and Canada) 1,608 1,487 8%

Australia, NZ and Asia Pacific 692 617 12%

Total Cases 3,360 3,178 6%


Foreign Currency Rates

GB£ 0.5066 0.4988 -2%

AU$ 0.9263 0.9301 0%

US$ 0.6765 0.6737 0%

CA$ 0.8650 0.8838 2%

CHAIRMAN’S REPORT DELEGAT ANNUAL REPORT 2022

11

3,532 hectares
of vineyards

producing

some of the

world’s most

loved wines.

Crownthorpe Terraces Vineyard,
Hawke’s Bay.

NZ IFRS FAIR VALUE ADJUSTMENTS
In accordance with NZ IFRS the Group is required to account for certain assets at ‘fair value’

rather than at historic cost. All movements in these fair values are reflected in and impact

the Statement of Financial Performance. The Group records adjustments in respect of two

significant items at the year-end as described below and detailed in table 3.

• Harvest Provision Release (Grapes) – Inventory is valued at market value, rather than costs

incurred, at harvest. Any fair value adjustment is excluded from Operating Performance for

the year, by creating a Harvest Provision. This provision is then released through Cost of Sales

when inventory is sold in subsequent years. This represents the reversal of prior periods’ fair

value adjustments in respect of biological produce as finished wine is sold in subsequent

years. In 2022, the market value of the Company grapes exceeded the costs incurred by $19.1

million (2021: $9.2 million). This write-up is principally higher than last year due to a higher-

yielding 2022 vintage. This write-up, less the impact of prior years’ vintages being sold has

resulted in a net write-up of $6.6 million for the year (2021: write-down of $7.3 million); and

• Derivative Instruments are held to hedge the Group’s foreign currency and interest rate

exposure. The mark-to-market movement of these instruments at balance date resulted in a

fair value write-up of $0.2 million (2021: write-up of $2.7 million).

The above adjustments, net of taxation, amount to a write-up of $4.9 million for the year (2021:

write-down of $3.3 million).

Notes:

1. Biological Produce (Grapes) is the difference between market value paid for grapes and the cost to grow grapes.


The Harvest Provision is reversed and only recognised when the finished wine is sold.

2. n/m means not meaningful.

Table 3 IMPACT OF FAIR VALUE ADJUSTMENTS

June 2022 June 2021 % change

NZ$ millions Restated* vs 2021

Operating NPAT 58.1 65.2 -11%

Operating NPAT % of Revenue 18% 22%

NZ IFRS Fair Value Items

Biological Produce (Grapes)

1

6.6 (7.3) n/m

2

Derivative financial Instruments 0.2 2.7 -93%

Total Fair Value Items 6.8 (4.6) n/m

2

Taxation of NZ IFRS fair value items (1.9) 1.3 n/m

2

Fair Value Items after Tax 4.9 (3.3) n/m

2

Reported NPAT 63.0 61.9 2%

*The financial statements for the period ended 30 June 2021 have been restated for Software-as-a-Service arrangements under NZ IAS 38: Intangible Assets.

Refer to Note 1 of the financial statements.

DELEGAT ANNUAL REPORT 2022 CHAIRMAN’S REPORT

14

RECONCILIATION OF REPORTING TO OPERATING PERFORMANCE
Accounting for all fair value adjustments under NZ IFRS, the Group’s reported audited

financial performance for the year ended 30 June 2022 is reconciled to Operating Profit as

detailed in table 4.

CASH FLOW

The Group generated Cash Flows from Operations of $65.6 million in the current year, which

is a decrease of $8.6 million or 12% on the previous year. This decrease is principally due to

funding a higher working capital in respect of the 2022 vintage. A total of $38.1 million was

paid for additional property, plant and equipment during the year, this includes vineyard

developments in New Zealand, and development of the Hawke’s Bay and Marlborough

wineries, which will provide earnings growth into the years ahead. The Group distributed

$20.2 million to Shareholders in dividends. A net repayment of $5.8 million was made during

the year, decreasing borrowings. Having refinanced a $333.0 million syndicated Senior

Debt facility in December 2021 the Group is well positioned to fund its current operations

as well as future capital investment in both New Zealand and Australia. The Group’s net

debt at 30 June 2022 amounted to $248.7 million, in line with last year and remains well

within the Group’s long-term bank debt facilities.

June 2022 June 2021

Restated*

Notes:

1. EBIT means earnings before interest and tax.

2. NPAT means net profit after tax.

3. EBITDA means earnings before interest, tax, depreciation and amortisation.

Table 4 RECONCILIATION OF REPORTING TO OPERATING PERFORMANCE

Operating Fair Value Reported Operating Fair Value Reported

NZ$ millions Adjustment Adjustment

Revenue 325.4 0.2 325.6 302.7 2.7 305.4

Cost of Sales (181.2) 6.6 (174.6) (151.8) (7.3) (159.1)

Gross Profit 144.2 6.8 151.0 150.9 (4.6) 146.3

Operating Expenses (55.4) – (55.4) (51.3) – (51.3)

EBIT

1

88.8 6.8 95.6 99.6 (4.6) 95.0

Interest and Tax (30.7) (1.9) (32.6) (34.4) 1.3 (33.1)

N PAT

2

58.1 4.9 63.0 65.2 (3.3) 61.9


EBIT

1

88.8 6.8 95.6 99.6 (4.6) 95.0

Depreciation and amortisation 23.4 – 23.4 22.8 – 22.8

EBITDA

3

112.2 6.8 119.0 122.4 (4.6) 117.8

*The financial statements for the period ended 30 June 2021 have been restated for Software-as-a-Service arrangements under NZ IAS 38: Intangible Assets.

Refer to Note 1 of the financial statements.

CHAIRMAN’S REPORT DELEGAT ANNUAL REPORT 2022

15

State-of-the-art
wineries and

vineyards in the

heart of some of

the greatest wine

regions on Earth.

The Delegat state-of-the-art
Marlborough winery.

DIVIDENDS
The Directors consider that the underlying operational performance and continued strong

cash flows justify maintaining the dividend payout in line with last year. Accordingly, the

Directors are pleased to advise they have approved a fully imputed dividend payout of 20.0

cents per share. The dividend will be paid on 14 October 2022 to Shareholders on record at

30 September 2022.

INVESTING FOR GROWTH

Delegat Group continues to invest to support our strategic goal of building a leading global

Super Premium wine company. During the year under review $39.4 million was invested in

growth assets including development of the Group’s wineries, land acquisition and vineyard

development in New Zealand and the Barossa Valley, Australia. The Board also fully realises

the importance of driving high standards of responsibility on Environmental, Social and

Governance (ESG) issues across the business. A range of initiatives are underway across

the company focused on reducing the Delegat Group environmental impact, enhanced

Health and Safety outcomes for our people, and increasing diversity and inclusion.

The Delegat state-of-the-art

Hawke’s Bay winery was opened in 2016.

The Group plans to invest an additional $51.9 million in 2023 to provide earnings growth
in the years ahead. This capital investment supports the Group’s plan to grow sales to

4,080,000 cases by 2025 and will provide for further growth beyond that period.

OUR GREAT WINE PEOPLE

The Board would like to take this opportunity to acknowledge our Delegat Great Wine

People around the world. Our global team has once again shown great resolve and resilience

to deliver success in a challenging year. The workload and operating environment endured

this year have asked a great deal of our teams around the world and they have responded

magnificently. Our people have built a unique culture founded on our values of Aim High,

Mastery and Winning Together. The commitment and talent of our global team underpins

our success and positions the Group well to deliver on its substantial growth plans.

ALAN JACKSON

NON-EXECUTIVE INDEPENDENT

CHAIRMAN

1991 Oyster Bay
wins ‘Best

Sauvignon Blanc

in the World’.

It’s been gold medals

and strong market growth ever since.

More than 30 years after winning the gold medal and the

coveted Marquis de Goulaine Trophy for ‘Best Sauvignon

Blanc in the World’ for its very first vintage, Oyster Bay

continues to win medals and markets all around the world.

MANAGING DIRECTOR’S REPORT 2022
Thanks to the tremendous effort of our entire global team in 2022, we have delivered a

strong Operating Net Profit after tax of $58.1 million. The year was impacted by the ongoing

Covid-19 pandemic and significant global supply chain disruptions, testing the strength of

the company in every area. It is especially evident in these challenging times that we see

the hard work and resilience of our people as they drive the company towards ongoing

growth and success.

STEVEN CARDEN MANAGING DIRECTOR

“The Group’s

results and

accomplishments

in 2022, bring to

light the strength of

its business model

and extraordinary

calibre of its

people.”

DELEGAT ANNUAL REPORT 2022

22

GLOBAL SALES PERFORMANCE
The Group achieved global case sales of 3,360,000 cases, which is 6% higher than the

previous year. Were it not for the difficulty in getting products to the market due to ongoing

global port congestion and constrained shipping line capacity, global case sales would have

been higher. This is an excellent result and testament to the strength of our brands, the

relationships with our distributor partners and the effectiveness of our global sales team.

As was the case last year, the ongoing Covid-19 pandemic continued to have a tangible

impact on market conditions. Consumers continued to gravitate towards established

brands that they know and trust such as Oyster Bay. Social distancing requirements and

ongoing lockdowns in some of our major markets continued to reduce sales in the on-

premise channel, although we saw a strong recovery in this channel throughout the second

half of the year. Our in-market sales teams remain a strength of the business and they have

engaged productively with customers and distributors throughout the year.

With 48% of the Group’s sales in North America, 32% in the United Kingdom, Ireland and

Europe, and 20% in Australia, New Zealand and Asia Pacific region, the company has been

able to manage changing market conditions and disrupted supply chains effectively. The

Group’s in-market sales teams (in New Zealand, Australia, the United Kingdom, the United

States, Canada and China) and infrastructure of in-market sales offices were critical in

delivering high-quality distribution, enduring business relationships, market knowledge

and focus.

NORTH AMERICA

The North American market remains a key focus for growth. Sales in North America grew by

8% to a record 1,608,000 cases, despite sales volumes again being hampered by reduced

shipping line capacity and port congestion. Through the pandemic, consumers continued

to ‘trade-up’ to better quality wines while engaging in new purchasing behaviours, driving

more at-home-consumption and online sales. Further, US consumers’ demand for premium

imported wines such as Marlborough Sauvignon Blanc also continued to increase. Wine in

the premium and above price bands has increased its share of the wine market significantly

since 2015 and is predicted to continue growing to 2025. Imported wine now accounts for

25% of all wine consumed in the US, and New Zealand wine is the fastest growing source

of imported wine. Building on the underlying popularity of New Zealand wine in the US, the

Group’s success continues to focus on ensuring that the Oyster Bay brand achieves strong

distribution growth while also lifting rate of sale per point of distribution. Oyster Bay is now

a category leading New Zealand wine brand in the US market and Oyster Bay Sauvignon

Blanc is a top five white wine by value. The US remains a major growth market opportunity

for the Group.

In Canada, Oyster Bay continues to be a category leading wine brand across its range. This

success is underpinned by a strong distribution base and high rate of sale with Sauvignon

Blanc, Chardonnay and Pinot Grigio leading growth in each of the major provinces. Canada

continues to be a major growth opportunity in the years ahead.

DELEGAT ANNUAL REPORT 2022 MANAGING DIRECTOR’S REPORT

24

UNITED KINGDOM, IRELAND AND EUROPE
Despite supply chain constraints, sales in the United Kingdom, Ireland and Europe region

were 1% lower than the prior year at 1,060,000 cases. This result is particularly impressive

considering the introduction of a price increase in the market during the year. Such a robust

performance reflects the power of the Group’s brands and distribution platform in a region

where demand for quality New Zealand wine remains strong.

Oyster Bay has maintained its Super Premium category leadership position in the United

Kingdom. Sauvignon Blanc, Chardonnay and Merlot continue to be category leading wines

above £8 in their individual varietal categories irrespective of origin. Barossa Valley Estate

sales recovered from last year as consumers returned to the hospitality sector. In Ireland,

Oyster Bay continues to achieve success as the number one premium New Zealand wine

brand.

AUSTRALIA, NEW ZEALAND AND ASIA PACIFIC

In the established New Zealand and Australia markets, Oyster Bay is a category-leading

Super Premium wine brand. The Australia, New Zealand and Asia Pacific region achieved

sales of 692,000 cases, 12% higher than in the previous year.

In Australia, Oyster Bay Sauvignon Blanc remains the top-selling wine by value. Oyster Bay

Chardonnay remains as a top-selling premium Chardonnay whilst Oyster Pinot Noir and

Merlot are category leaders. The New Zealand business had a very good year with sales

increasing by 9% over last year, again driven by the re-emergence of on-premise activity.

In China, despite disruptions from ongoing lockdowns, the Group again experienced strong

growth as wine consumption evolves. China represents long-term growth opportunity for

the Group.

BRANDS AND COMMUNICATIONS

The Group’s goal is to establish Oyster Bay and Barossa Valley Estate as leading brands in

the Super Premium wine category globally.

Based on wine consumption patterns, the Group classifies markets as Established,

Growth or Emerging. Understanding the level of maturity of our markets is essential for

setting business strategy. Marketing activities are then tailored to the specific needs of

each market and phases of brand development. Marketing programmes are designed to

grow consumer awareness and affinity, supporting distribution and rate of sales growth for

its brands.

The Group works closely with its retail partners to develop highly effective in-store

activations that support rate of sales and nurture long-term brand affinity. In the consumer

environment, the Group uses a mix of media channels, both online and offline to attract

and engage the premium wine consumer.

MANAGING DIRECTOR’S REPORT DELEGAT ANNUAL REPORT 2022

25

90+ Points
10 Years

in a row

Wine Spectator

Magazine.

Barossa Valley Estate’s 2019 Shiraz, Cabernet

Sauvignon and Grenache Shiraz Mourvèdre were

all awarded 90+ points in competition last year

while our iconic E&E Black Pepper Shiraz has

been awarded 90+ points for 10 years running by

Wine Spectator Magazine which also recognised

it as one of Australia’s Top 25 benchmark wines.

Last year Oyster Bay engaged
with 56 million wine lovers

across the globe through its

media platform.

2022 HARVEST

The 2022 harvest delivered exceptional quality fruit across all three of our wine regions.

The Group harvest of 44,861 tonnes was up 20% from the 2021 harvest (which had been

an unusually small harvest).

Whilst the Marlborough and Hawke’s Bay growing season experienced above average

rainfall the vintage outcome has delivered excellent quality wines. The Group has

appropriate inventories to achieve the 2023 forecast case sales as outlined in this report.

SUSTAINABILITY

Sustainability in all its forms remains a priority for the Group, reflecting the strong leadership

role the Group plays in the practice of sustainable winegrowing and wine production.

As a leader in the New Zealand wine industry and as a founding member since 2002 of

Sustainable Winegrowing New Zealand (SWNZ), the Group takes its responsibilities to

respect and protect the environment very seriously.

Utilising a sustainability framework that covers three main areas, building a resilient

business (covering climate risk and greenhouse gas emissions); fostering healthy

communities (covering health, safety and wellbeing, diversity and inclusion); and producing

sustainable wine (covering biodiversity, packaging and waste, and sustainable viticulture

and winemaking), the Group has a range of initiatives helping drive positive environmental

and social outcomes across the business. For example, a significant amount of work is

under way with Toitu Envirocare. The Group has also been working on its health, safety and

wellbeing performance for all its people around the world and has specific programmes in

diversity and inclusion in the Group.

DELEGAT ANNUAL REPORT 2022 MANAGING DIRECTOR’S REPORT

28

Table 5 GROUP OUTLOOK CASE SALES
2022 2023 2024 2025

Case Sales (000s) Actual Forecast Projection Projection

Total Cases 3,360 3,672 3,910 4,080

GROUP OUTLOOK

The Group continues to operate in an environment of elevated uncertainty arising from the

ongoing global pandemic and global supply chain disruption. Performance over the last

year is testament to the strength of the Group’s business model in this environment. The

Board is confident in the Group’s ability to prosper and drive sustainable sales and earnings

growth over the long term. Accordingly, the Group continues to invest in its assets, brands

and people in line with our strategic goal to build a leading global Super Premium wine

company.

Delegat plans to grow sales by 21% to 4,080,000 cases over the next three years. The

primary driver of planned growth is Oyster Bay sales in North America.

With respect to the 2023 year, Delegat plans to grow sales by 9% to 3,672,000 cases and

forecasts Operating Net Profit after Tax to be in the range of $60 to $64 million. The forecast

Operating Net Profit After Tax is higher than this year’s result due to increased case sales.

The Group will continue to closely monitor and manage the potential impact of ongoing

supply chain disruption including port congestion and shipping line capacity constraints.

OUR PEOPLE

The effectiveness of our approach, with the spirit and support shown by our Great Wine

People and our customers, can be seen in the record results detailed within this report.

As noted earlier in this report, our people are key to the company’s performance over the

last year and to realising the Group’s future goals. We are indebted to their hard work and

appreciative of the way our people again brought to life our core value of Winning Together

in a challenging year. They have collectively built a high performance team culture that is

respected across the global wine industry. As the new Managing Director, I have had the

opportunity to meet most of our people in recent months and I have been struck by their

passion for the business and pride in its success.

STEVEN CARDEN

MANAGING DIRECTOR

MANAGING DIRECTOR’S REPORT DELEGAT ANNUAL REPORT 2022

29

The brand
that started

it all, still

stands tall.

Delegat wines, where we began as a company, are still

held up as some of the best in their class.

Proudly, in the 75th year of the company, Delegat

Crownthorpe Terraces Chardonnay was awarded the

Champion White wine of the Show at the New Zealand

International Wine Show.

The Board of Delegat Group Limited is responsible for the strategic direction of the Group
and ensuring the Group is managed to protect and enhance Shareholders and other

stakeholders’ interests.

Some of the key responsibilities of the Board include:

• Adopting the strategic plans of the Group, set by the Managing Director in conjunction

with the Group’s senior management team;

• Monitoring the Group’s operational and financial performance;

• Ensuring the Group develops effective policies and procedures concerning disclosure of

important information to the market and Shareholders;

• Setting and monitoring high standards of ethical behaviour in the Group; and

• Oversight of the Group’s people and culture policies and strategies, including:

remuneration, health and safety, succession and development, diversity and inclusion.

The Board has adopted what it believes are appropriate corporate governance policies and

procedures, which it periodically reviews to ensure that the Group’s responsibilities and

obligations are met. The principal corporate governance policies concern:

• The appointment and retirement of Directors;

• The composition and performance of the Board;

• The balance between Executive and Non-Executive Directors;

• Directors’ access to independent professional advice; and

• The constitution and operation of Board Committees, which comprise Directors, and

in some cases, by invitation, representatives of the Group’s senior management team.

The Board has formally constituted an Audit and Risk Committee and a Remuneration

Committee.

The Board currently comprises seven Directors, five of whom are non-executive (Alan

Jackson, Graeme Lord, Rose Delegat, Phillipa Muir and Gordon MacLeod); four of whom

are non-independent (Jim Delegat, Rose Delegat, Graeme Lord and Steven Carden); and

three of whom are independent (Alan Jackson, Phillipa Muir and Gordon MacLeod), as

defined in the NZX Listing Rules.

The Board of Delegat Group Limited meets formally a minimum of six times during the

financial year and holds additional meetings as required to deal with specific matters of the

Group.

BOARD OF DIRECTORS 2022

DELEGAT ANNUAL REPORT 2022 BOARD OF DIRECTORS

32

STEVEN CARDEN Managing Director
Steven Carden is the Managing Director of Delegat Group Limited.

Steven is responsible for developing growth plans, building a high

performing organisation and executing business plans. Prior to joining

Delegat in January 2022, Steven was the CEO of New Zealand’s

largest farming company, Pāmu, where he transformed the State

Owned Enterprise into a modern, diversified agribusiness. Steven

has held senior executive roles at PGG Wrightson, and was a former

manager at McKinsey & Company in New York. Steven is the founder

of the First Foundation charity, and the vertical farming company,

26 Seasons.

JAKOV (JIM) DELEGAT Executive Director

Jim Delegat is an Executive Director 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, Jim 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. He is a member of the Institute of Directors.

GRAEME LORD Non-Executive Director

Graeme Lord is a Non-Executive Director of Delegat Group Limited.

He originally joined Delegat in 1999, holding senior executive roles

in strategy, marketing and sales leadership roles, and from 2014 to

2018 was the Managing Director and Acting Managing Director from

April 2021 to January 2022. Graeme was previously CEO of Macpac

Wilderness Equipment, and a Consultant with The Boston Consulting

Group. He is a Chartered member of the Institute of Directors.

Dr ALAN JACKSON Non-Executive Independent Chairman

Dr Alan Jackson is the Non-Executive Chairman 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. 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

is a Fellow of the Institute of Professional Engineers and Chartered

Fellow of the New Zealand Institute of Directors.

BOARD OF DIRECTORS DELEGAT ANNUAL REPORT 2022

33

PHILLIPA MUIR Non-Executive Independent Director
Phillipa Muir is a Non-Executive Director of Delegat Group Limited and

joined the Board in 2020. Phillipa is currently also Chair of Fletcher

Building’s Employee Educational Fund, Chair of the Auckland Writers

Festival Trust and a senior partner of 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. She is a member

of the Institute of Directors.

GORDON MACLEOD Non-Executive Independent Director

Gordon is a Non-Executive Director of Delegat Group Limited and

joined the Board in 2022. He previously worked for 15 years with Ryman

Healthcare, as Chief Executive Officer and before that as Deputy

Chief Executive Officer and Chief Financial Officer. He has been a

corporate finance partner with PwC and was the finance director of a

London-listed hi-tech engineering company. Gordon has a Bachelor of

Commerce degree and is a fellow of Chartered Accountants Australia

and New Zealand (FCA). He is also a Director of Spark New Zealand

Limited, and a Trustee of Breast Cancer Foundation NZ. He is a

member of the Institute of Directors.

ROSEMARI (ROSE) DELEGAT Non-Executive Director

Rose Delegat 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. She 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 the Wine Institute of New Zealand.

She is a member of the Institute of Directors.

DELEGAT ANNUAL REPORT 2022 BOARD OF DIRECTORS

34

The Directors are responsible for ensuring that the financial statements give a true and fair view of
the financial position, financial performance and cash flows for the Group as at 30 June 2022.

The Directors consider that the financial statements of the Group have been prepared using

appropriate accounting policies, consistently applied and supported by reasonable judgements and

estimates and that all relevant financial reporting and accounting standards have been followed.

The Directors believe that proper accounting records have been kept which enable, with reasonable

accuracy, the determination of the financial position and financial performance of the Group and the

compliance of the financial statements with the Financial Markets Conduct Act 2013 and Financial

Reporting Act 2013.

The Directors consider they have taken adequate steps to safeguard assets of the Group.

The Directors have pleasure in presenting the following financial statements for the year ended 30

June 2022.

The Board of Directors of the Group authorised these financial statements for issue on 25 August

2022.

For, and on behalf of, the Board.

25 August 2022

DIRECTORS’ RESPONSIBILITY STATEMENT 2022

ALAN JACKSON

NON-EXECUTIVE INDEPENDENT

CHAIRMAN

STEVEN CARDEN

MANAGING DIRECTOR

BAROSSA VALLEY ESTATE, AUSTRALIA.

DELEGAT ANNUAL REPORT 2022

35

STATEMENT OF FINANCIAL PERFORMANCE
Notes 2022 2021

$000 $000

Restated*

Revenue 3 325,566 305,376

Profit before finance costs 4 95,566 94,970

Finance costs 3 9,412 9,777

Profit before income tax 86,154 85,193

Income tax expense 17 23,140 23,270

Profit for the year attributable to Shareholders of the Parent Company 63,014 61,923



Earnings per share

– Basic and fully diluted earnings per share (cents per share) 5 62.31 61.23


*The financial statements for the year ended 30 June 2021 have been restated for Software-as-a-Service arrangements under NZ IAS 38: Intangible Assets. Refer to Note 1 of

the financial statements.

The accompanying notes form part of these financial statements

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

36

STATEMENT OF OTHER COMPREHENSIVE INCOME
Notes 2022 2021

$000 $000

Restated*

Profit after income tax 63,014 61,923

Other comprehensive income that may subsequently be classified to the profit and loss:

– Translation of foreign subsidiaries 6b 3,552 (958)

– Net loss on hedge of a net investment (984) (108)

– Income tax relating to components of other comprehensive income 17 275 30

Total comprehensive income for the year, net of tax 65,857 60,887


Comprehensive income attributable to Shareholders of the Parent Company 65,857 60,887

*The financial statements for the year ended 30 June 2021 have been restated for Software-as-a-Service arrangements under NZ IAS 38: Intangible Assets. Refer to Note 1 of

the financial statements.

The accompanying notes form part of these financial statements

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

37

STATEMENT OF CHANGES IN EQUITY
Notes

Share

Capital

$000

Foreign

Currency

Translation

Reserve

$000

Retained

Earnings

$000

Total

Equity

$000

Balance at 30 June 2021 49,815 (3,640) 407,675 453,850

Changes in equity for the year ended 30 June 2022

Other comprehensive income

– Translation of foreign subsidiaries 6b – 3,552 – 3,552

– Net loss on hedge of a net investment – (984) – (984)

– Income tax relating to components of


other comprehensive income 17 – 275 – 275

Total other comprehensive income – 2,843 – 2,843

– Net profit for the year – – 63,014 63,014

Total comprehensive income for the year – 2,843 63,014 65,857

Equity transactions

– Dividends paid to Shareholders 7 – – (20,241) (20,241)

Balance at 30 June 2022 49,815 (797) 450,448 499,466


The accompanying notes form part of these financial statements

FOR THE YEAR ENDED 30 JUNE 2022

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

38

STATEMENT OF CHANGES IN EQUITY CONTINUED
Notes

Share

Capital

$000

Foreign

Currency

Translation

Reserve

$000

Retained

Earnings

$000

Total

Equity

$000

Balance at 30 June 2020 49,815 (2,604) 362,969 410,180

Changes in equity for the year ended 30 June 2021

Other comprehensive income

– Translation of foreign subsidiaries 6b – (958) – (958)

– Net loss on hedge of a net investment – (108) – (108)

– Income tax relating to components of


other comprehensive income 17 – 30 – 30

Total other comprehensive income – (1,036) – (1,036)

– Net profit for the year – – 61,923 61,923

Total comprehensive income for the year – (1,036) 61,923 60,887

Equity transactions –

– Dividends paid to Shareholders 7 – – (17,217) (17,217)

Balance at 30 June 2021 49,815 (3,640) 407,675 453,850


FOR THE YEAR ENDED 30 JUNE 2021 RESTATED*

*The financial statements for the year ended 30 June 2021 have been restated for Software-as-a-Service arrangements under NZ IAS 38: Intangible Assets. Refer to Note 1 of

the financial statements.

The accompanying notes form part of these financial statements

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

39

STATEMENT OF FINANCIAL POSITION
Notes 2022 2021

$000 $000

Restated*

Equity

Share capital 6 49,815 49,815

Foreign currency translation reserve 6b (797) (3,640)

Retained earnings 450,448 4 07, 6 7 5

Total Equity 499,466 453,850


Liabilities

Current Liabilities

Trade payables and accruals 8 41,436 28,898

Derivative financial instruments 9 8,096 2,879

Income tax payable 6,596 8,235

Lease liability 16 44,775 4,840

100,903 44,852

Non-Current Liabilities

Deferred tax liability 17 33,000 31,650

Derivative financial instruments 9 653 1,590

Interest-bearing loans and borrowings 10 253,777 258,001

Lease liability 16 79,548 93,863

366,978 385,104

Total Liabilities 4 6 7, 8 8 1 429,956

Total Equity and Liabilities 967,347 883,806


*The financial statements for the year ended 30 June 2021 have been restated for Software-as-a-Service arrangements under NZ IAS 38: Intangible Assets. Refer to Note 1 of

the financial statements.

The accompanying notes form part of these financial statements

DELEGAT GROUP LIMITED AND SUBSIDIARIES. AS AT 30 JUNE 2022

40

STATEMENT OF FINANCIAL POSITION CONTINUED
Notes 2022 2021

$000 $000

Restated*

Assets

Current Assets

Cash and cash equivalents 5,117 8,943

Trade and other receivables 11 54,129 43,997

Derivative financial instruments 9 1,959 271

Inventories 12 182,983 159,982

Biological work in progress 13 13,704 12,080

257,892 225,273

Non-Current Assets

Property, plant and equipment 14 603,118 580,156

Right-of-use assets 16 96,478 71,335

Intangible assets 15 7, 0 6 5 7, 0 4 2

Derivative financial instruments 9 2,794 –

709,455 658,533

Total Assets 967,347 883,806

For, and on behalf of, the Board, who authorised the issue of the financial statements on 25 August 2022.

AT Jackson, ChairmanSD Carden, Managing Director

*The financial statements for the year ended 30 June 2021 have been restated for Software-as-a-Service arrangements under NZ IAS 38: Intangible Assets. Refer to Note 1 of

the financial statements.

The accompanying notes form part of these financial statements

DELEGAT GROUP LIMITED AND SUBSIDIARIES. AS AT 30 JUNE 2022

41

STATEMENT OF CASH FLOWS
2022 2021

$000 $000

Restated*


Operating Activities

Cash was provided from

Receipts from customers 315,306 300,556

Net GST received – 603

315,306 301,159

Cash was applied to

Payments to suppliers and employees 216,453 194,209

Net GST paid 1,329 –

Net interest paid 8,713 9,300

Net income tax paid 23,168 23,370

249,663 226,879

Net Cash Inflows from Operating Activities 65,643 74, 280


Investing Activities

Cash was provided from

Proceeds from sale of property, plant and equipment 72 60

Dividends received 1 1

73 61

Cash was applied to

Purchase of property, plant and equipment 36,462 59,816

Purchase of intangible assets 311 611

Capitalised interest paid 1,308 1,325

38,081 61,752

Net Cash Outflows from Investing Activities (38,008) (61,691)

*The financial statements for the year ended 30 June 2021 have been restated for Software-as-a-Service arrangements under NZ IAS 38: Intangible Assets. Refer to Note 1 of

the financial statements.

The accompanying notes form part of these financial statements

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

42

STATEMENT OF CASH FLOWS CONTINUED
2022 2021

$000 $000

Restated*


Financing Activities

Cash was provided from

Proceeds from borrowings 312,688 53,787

312,688 53,787

Cash was applied to

Dividends paid to Shareholders 20,226 17, 2 0 8

Borrowing facility fees 965 –

Repayment of borrowings 318,494 50,628

Repayment of lease liability 5,133 4,179

344,818 72,015

Net Cash Outflows from Financing Activities (32,130) (18,228)


Net Decrease in Cash Held (4,495) (5,639)

Cash and cash equivalents at beginning of the year 8,943 14,755

Effect of exchange rate changes on foreign currency balances 669 (173)

Cash and Cash Equivalents at End of the Year 5,117 8,943

*The financial statements for the year ended 30 June 2021 have been restated for Software-as-a-Service arrangements under NZ IAS 38: Intangible Assets. Refer to Note 1 of

the financial statements.

The accompanying notes form part of these financial statements

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

43

STATEMENT OF CASH FLOWS CONTINUED
2022 2021

$000 $000

Restated*

Reconciliation of Profit for the Year with Cash Flows from Operating Activities

Reported profit after tax 63,014 61,923

Add/(deduct) items not involving cash flows

Depreciation and amortisation expense 23,443 22,844

Other non-cash items 3,240 (463)

Gain on disposal of assets (16) (19)

Movement in derivative financial instruments (202) (2,664)

Movement in deferred tax liability 1,350 1,342

2 7, 8 1 5 21,040


Movement in working capital balances are as follows

Trade payables and accruals 12,538 1,019

Trade and other receivables (10,132) (2,209)

Inventories (23,001) ( 7,14 2)

Biological work in progress (1,624) 613

Income tax (1,639) (1,439)


Add items classified as investing and financing activities

Capital purchases included within trade payables and inventories (1,328) 475

(25,186) (8,683)

Net Cash Inflows from Operating Activities 65,643 74, 280


Reconciliation of movement in Net Debt:

Opening balance at 1 July 249,058 239,541

Per statement of cash flows:

– (Repayment of)/Proceeds from borrowings (5,806) 3,159

– Borrowing facility fees (965) –

– Net Decrease in cash held 4,495 5,639

Foreign exchange movement 1,392 400

Other

non-cash movements 486 319

Closing balance at 30 June 248,660 249,058


*The financial statements for the year ended 30 June 2021 have been restated for Software-as-a-Service arrangements under NZ IAS 38: Intangible Assets. Refer to Note 1 of

the financial statements.

The accompanying notes form part of these financial statements

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

44

NOTES TO THE FINANCIAL STATEMENTS
1. GENERAL INFORMATION

REPORTING ENTITY

The financial statements presented are those of Delegat Group Limited and its subsidiaries (the Group). Delegat

Group Limited is a company limited by shares, incorporated and domiciled in New Zealand and registered under the

Companies Act 1993. The Parent shares are publicly traded on the New Zealand Stock Exchange.

The financial statements comprise the statement of financial performance, statement of other comprehensive

income, statement of changes in equity, statement of financial position and statement of cash flows, as well as the

notes to the financial statements. The financial statements for the Group for the year ended 30 June 2022 were

authorised for issue in accordance with a resolution of the Directors on 25 August 2022.

BASIS OF PREPARATION

The financial statements have been prepared in accordance with Generally Accepted Accounting Practice in New

Zealand (NZ GAAP) and the requirements of the Financial Markets Conduct Act 2013. For the purposes of complying

with NZ GAAP, the entity is a for-profit entity. These financial statements are presented in New Zealand Dollars,

rounded to the nearest thousand. They are prepared on a historical cost basis, except for derivative financial

instruments and biological produce which have been measured at fair value.

The preparation of the financial statements requires the Group to make judgements, estimates and assumptions that

affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates

and associated assumptions are based on historical experience and various other factors that are believed to be

reasonable under the circumstances. Actual results may vary from these estimates. The estimates and underlying

assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in

which the estimates are revised if the revision affects only that period, or in the period of revision and future periods

if the revision affects both current and future periods.

S TATE M E NT O F C O M PLI A N C E

The financial statements comply with New Zealand equivalents to International Financial Reporting Standards and

other applicable Financial Reporting Standards (NZ IFRS), as applicable to the Group as a profit-oriented entity. The

financial statements comply with International Financial Reporting Standards (IFRS).

BASIS OF CONSOLIDATION

The consolidated financial statements comprise the financial statements of the Group as at 30 June 2022 and

comparative as at 30 June 2021.

Subsidiaries are those entities over which the Group has control. Control is achieved when the Group is exposed, or

has rights, to variable returns from its investment in the entity, and has the ability to affect those returns through its

power over the entity. Specifically, the Group controls an entity if, and only if, the Group has:

– Power over the entity (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);

– Exposure, or rights, to variable returns from its involvement with the entity; and

– The ability to use its power over the investee to affect its returns.

The financial statements of the subsidiaries are prepared for the same reporting period as the Parent, using consistent

accounting policies. The effects of intercompany transactions are eliminated in preparing the consolidated financial

statements.

Subsidiaries are fully consolidated from the date on which control is obtained by the Group and cease to be

consolidated from the date on which control is transferred out of the Group. The acquisition of subsidiaries is

accounted for using the acquisition method of accounting as noted on the following pages.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

45

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
BUSINESS COMBINATIONS

The acquisition method of accounting is used to account for all business combinations regardless of whether

equity instruments or other assets are acquired. Cost is measured as the fair value of the assets given, shares

issued or liabilities incurred or assumed at the date of exchange. Where equity instruments are issued in a business

combination, the fair value of the instruments is their published market price at the date of the exchange, unless, in

rare circumstances, it can be demonstrated that the published price at the date of exchange is an unreliable measure

of fair value. Transaction costs arising on the issue of equity instruments are recognised directly within equity.

Except for non-current assets or disposal groups classified as held for sale (which are measured at fair value

less costs to sell), all identifiable assets acquired and liabilities and contingent liabilities assumed in a business

combination are measured initially at their fair values as at acquisition date, irrespective of the extent of any non-

controlling interests. The excess of the cost of the business combination over the net fair value of the Group’s share

of the identifiable net assets acquired is recognised as goodwill. If the cost of the acquisition is less than the Group’s

share of the net fair value of the identifiable net assets of the subsidiary, the difference is recognised as a gain in the

statement of financial performance, but only after a reassessment of the identification and measurement of the net

assets acquired.

Where settlement of any part of the consideration is deferred, the amounts payable in the future are discounted to

the present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being

the rate at which similar borrowings could be obtained from an independent financier under comparable terms and

conditions.

GOODS AND SERVICES TAX (GST)

The statement of financial performance, statement of other comprehensive income, statement of changes in equity

and statement of cash flows have been prepared so that all components are stated net of GST. All items in the

statement of financial position are stated net of GST, with the exception of receivables and payables, which include

GST invoiced.

FOREIGN CURRENCIES

a) Functional and Presentation Currency

The presentation currency of the Group is the New Zealand Dollar. Each subsidiary company in the Group determines

its own functional currency and uses that functional currency for its individual financial statements. Subsidiary

companies with a different functional currency than that of the Group are translated through converting all reported

assets and liabilities at the closing rate at the date of the balance sheet, while income and expenses are translated

at exchange rates at the dates of the transactions. Any resulting exchange differences are recognised as a separate

component of equity.

b) Transactions and Balances

Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates

ruling at the date of the transaction. Assets and liabilities denominated in foreign currencies are translated at the

rate of exchange ruling at the balance sheet date.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents in the statement of financial position comprise cash at bank and in hand, and short-term

deposits with an original maturity of three months or less that are readily convertible to known amounts of cash and

which are subject to an insignificant risk of change in value. For the purposes of the statement of cash flows, cash

and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.

Bank overdrafts are included within interest-bearing loans and borrowings in current liabilities in the statement of

financial position.

1. GENERAL INFORMATION (CONTINUED)

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

46

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
NET DEBT

Net debt is the sum of the Group’s interest-bearing loans and borrowings less cash and cash equivalents.

OTHER ACCOUNTING POLICIES

Other accounting policies that are relevant to an understanding of the financial statements are provided throughout

the notes to the financial statements.

SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

In applying the Group’s accounting policies, management continually evaluates the judgements, estimates and

assumptions based on experience and other factors, including expectations of future events that may have an

impact upon the Group. All judgements, estimates and assumptions made are believed to be reasonable based upon

the most current set of circumstances available to management. The actual results may differ from the judgements,

estimates and assumptions used. The significant judgements, estimates and assumptions made by management in

the preparation of these financial statements are disclosed within the specific financial statement notes as shown

below:

Area of Judgement, Estimate or Assumption

Selling, marketing and promotional accruals

Fair value of grapes at point of harvest

Estimation of useful lives of assets

Impairment of property, plant and equipment

Impairment of intangible assets

Lease term and discount rates

Note

Note 3 Revenue and Segmental Reporting

Note 12 Inventories

Note 14 Property, Plant and Equipment

Note 14 Property, Plant and Equipment

Note 15 Intangible Assets

Note 16 Leases

To allow the Accounting Policies and Significant Accounting Judgements, Estimates and Assumptions to be easily

identified within the notes, Accounting Policies have been identified with an

symbol, and Significant Accounting

Judgements, Estimates and Assumptions with an

symbol.

CHANGES IN ACCOUNTING POLICIES

The accounting policies adopted are consistent with those of the previous financial year, with the exception of

Software-as-a-Service arrangements as detailed below.

Software-as-a-Service Arrangements

The Group accounting policy on intangible software has been changed subsequent to an agenda decision published

by the IFRS Interpretations Committee in April 2021, for the configuration and customisation costs incurred in

relation to Software-as-a-Service (SaaS) arrangements. SaaS arrangements are those in which the Group does not

currently control the underlying software used in the arrangement, but pays a fee in exchange for a right to receive

access to a supplier’s application software for a specified term.

Under the new Group accounting policy, costs incurred to configure or customise SaaS arrangements are recognised

as a separate intangible software asset when they meet the definition of and recognition criteria for an intangible

asset. These costs are recognised as intangible software assets and amortised over their useful lives on a straight-

line basis. If costs do not meet the recognition criteria, they are expensed as incurred. A reclassification has occured

to move existing software assets out of property, plant and equipment and into intangible assets.

1. GENERAL INFORMATION (CONTINUED)

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

47

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
The Group has applied the change in accounting policy retrospectively, with the impact shown in the table below.

2021

$000



Statement of Financial Performance

Profit before finance costs (341)

Income tax expense (95)


Statement of Financial Position

Retained earnings (572)

Deferred tax liability (222)

Property, plant and equipment (1,987)

Intangible Assets 1,193

Statement of Cash Flows

Payments to suppliers and employees 442

Purchase of property, plant and equipment (558)

Purchase of intangible assets 117

Reconciliation of Profit for the Year with Cash Flows from Operating Activities

Reported profit after tax (246)

Depreciation expense (657)

Amortisation expense 503

Other non-cash items 53

Movement in deferred tax liability (95)

Basic and fully diluted earnings per share for the year ended 30 June 2021 have decreased by 0.24 cents per share.

Retained earnings as at 1 July 2020 decreased by $326,000 as a result of SaaS arrangements.

NEW ACCOUNTING STANDARDS AND INTERPRETATIONS

Standards and Interpretations that have recently been issued or amended, but are not yet effective, have not been

adopted by the Group for the annual report period ending 30 June 2022.

There are standards, amendments and interpretations which have been approved by the External Reporting Board

(XRB) but are not yet effective. The Group expects to adopt these standards when they become mandatory. None

are expected to materially impact the Group’s financial statements although may result in disclosure changes.

Increase/

(decrease)

1. GENERAL INFORMATION (CONTINUED)

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

48

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
COVID-19

The effects of Covid-19 continue to have a negative impact on the financial performance of Delegat’s business,

primarily associated with the global supply chain disruption and getting inventory to customers. Lockdowns and

social distancing requirements have limited field sales activities and significantly reduced sales in on-premise

channels. In FY22 these negative impacts were partially offset by certain operating in-market expenses that were

not able to be incurred.

2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group’s principal financial liabilities comprise interest-bearing loans and borrowings, lease liabilities, and trade

payables and accruals. The main purpose of these financial liabilities is to raise funding for the Group’s ongoing

operations. The Group also has financial assets such as trade and other receivables, and cash and cash equivalents,

which arise directly from its operations.

The Group is counterparty to derivative financial instruments, principally being foreign currency forward exchange

contracts and options, and interest rate swaps. The purpose of entering into foreign currency forward exchange

contracts and options is to manage currency risk primarily arising from foreign denominated trade receivables.

Interest rate swaps are entered into with the aim of mitigating interest rate risk to movements on floating rate debt

facilities.

The main risks arising from the Group’s financial instruments are foreign currency risk, interest rate risk, credit risk

and liquidity risk. Each of the main operational risks are reviewed by the Treasury Management Committee (TMC)

and their recommendations are provided to the Board of Directors. The composition of the TMC includes the Chief

Financial Officer, Group Financial Controller, Group Financial Planning Manager and Independent Treasury Advisors.

The Board reviews and agrees policies for managing each of these risks as summarised below. Board approval is

required for any movement outside policy.

FOREIGN CURRENCY RISK

The net assets employed through subsidiary companies based overseas exposes the Group to foreign currency risk

as a result of changes in the GBP/NZD, AUD/NZD, USD/NZD, EUR/NZD, CAD/NZD, SGD/NZD, JPY/NZD, HKD/NZD

and CNY/NZD exchange rates. The Group also has foreign currency risk resulting from sales of product in a currency

which is other than that of the New Zealand Dollar. Profits from each export region are repatriated and reported in

New Zealand Dollars and the Group is exposed to changes in foreign exchange rates.

To minimise foreign currency risk the Group enters into forward exchange contracts and options for foreign

denominated sales at levels which are considered to be highly probable. The Group attempts to maintain foreign

currency cover of between 75% to 100% of highly probable sales in one to three months, 50% to 75% for highly

probable sales in four to six months, 25% to 50% for highly probable sales in seven to 12 months, 0% to 50% for

sales between 13 to 18 months and 0% to 25% for sales thereafter. The Group has the option of increasing foreign

exchange cover to 100% for any time period upon approval by the Board of Directors.

When the Group is exposed to foreign currency risk as a result of being contractually committed to purchase capital

items from an overseas supplier and such expenditure is expected to exceed $200,000, the Group’s policy is to

ensure the foreign currency exposure is covered in full. Any capital expenditure below $200,000 is to be covered at

the discretion of the TMC, based on such factors as timing for payment and expected volatility of currency markets.

It is the Group’s policy that in no instance is trading for speculative purposes permitted.

1. GENERAL INFORMATION (CONTINUED)

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

49

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
At 30 June 2022, had the New Zealand Dollar (NZD) moved as illustrated in the following table with all other variables

held constant, post-tax profit and equity would have been affected as follows:

IMPACT ON 2022 REPORTED IMPACT ON 2021 REPORTED

Post-Tax Equity Post-Tax Equity

Profits Profits

Group $000 $000 $000 $000


NZD/USD +5% 3,349 3,349 1,529 1,529

NZD/USD -5% (3,850) (3,850) (1,733) (1,733)

NZD/GBP +5% 1,274 1,274 1,599 1,599

NZD/GBP -5% (1,415) (1,415) (1,957) (1,957)

NZD/AUD +5% 867 (247) 400 (681)

NZD/AUD -5% (1,042) 189 (482) 712

NZD/CAD +5% 517 517 390 390

NZD/CAD -5% (637) (637) (577) (577)

NZD/EUR +5% 60 60 (52) (52)

NZD/EUR -5% (66) (66) 58 58

The above table calculates the impact of a change in foreign exchange rates on closing equity and post-tax profits

of the Group, as a result of the Group being counterparty to transactions which are foreign currency denominated.

Foreign currency denominated balances include trade and other receivables, trade payables and accruals, loans

and borrowings, cash on hand, and unsettled foreign exchange contracts that exist at balance sheet date. The net

foreign currency exposure is determined in aggregate and the impact on post-tax profits determined as a result of a

+/- 5% movement in foreign exchange rates. A +5% movement reflects the strengthening of the NZD relative to the

other currency, whereas a -5% movement reflects the weakening of the NZD relative to the other currency.

The impact upon the Group’s equity balance is derived through determining the impact on post-tax profits as noted

above.

2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

Increase/

(decrease)

Increase/


(decrease)

Increase/


(decrease)

Increase/


(decrease)

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

50

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
HEDGE OF NET INVESTMENT IN FOREIGN OPERATION

For hedges of a net investment in a foreign operation, the effective portion of the gain or loss on the

hedging instrument is recognised in the statement of other comprehensive income and accumulated in

the foreign currency translation reserve, while any ineffective portion is recognised immediately in the

statement of financial performance. On disposal of the foreign operation, the cumulative amount of any

such gains or losses accumulated within equity is transferred to the statement of financial performance.

The net assets employed in Barossa Valley Estate Pty Limited (BVE) exposes the Group to foreign currency risk as a

result of changes in the AUD/NZD exchange rate.

The foreign currency movement on translation of the net assets of BVE is included in the statement of other

comprehensive income. Since the acquisition of BVE the Group has maintained a portion of their external borrowings

in AUD to mitigate this risk. The foreign exchange movement on these external borrowings in the absence of hedge

accounting is included in the statement of financial performance.

External borrowings of A$29,350,000 have been designated as a hedge of the net investment in BVE. Gains or losses

on the retranslation of this borrowing are transferred to the statement of other comprehensive income to offset any

gains or losses on translation of the net assets of BVE. There is no hedge ineffectiveness in the year ended 30 June

2022.

INTEREST RATE RISK

The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s long-term and

short-term debt obligations with interest payable based on floating rates of interest. Interest rate risk is monitored

by the TMC on an ongoing basis. The recommendation by the TMC to enter into fixed or variable rate debt facilities

and decisions to retire existing debt instruments is made after consideration of the economic indicators impacting

upon the overnight cash rate, which influences the rates of interest charged by financial institutions. All funding

facilities recommended by the TMC must be approved by the Board of Directors.

The Group manages interest rate risk through maintaining a mix of debt instruments having variable and fixed

interest rates. The Group’s policy is to maintain a level of fixed debt facilities between 40% to 100% of core debt for

a period of one year, between 30% to 80% of projected core debt for periods of one to three years, and between 0%

to 60% of projected core debt facilities for three to five years.

The Group also manages interest rate risk through being counterparty to a series of interest rate swaps. The Group

agrees to settle or has the option to exchange, at specified dates, the difference between fixed and variable rate

interest amounts calculated by reference to an agreed upon notional principal amount. These are discussed in Note

9: Derivative Financial Instruments.

The table below demonstrates the sensitivity to a reasonably possible change in interest rates, with all other variables

held constant, on the Group’s post-tax profits and equity:

IMPACT ON 2022 REPORTED IMPACT ON 2021 REPORTED

Post-Tax Equity Post-Tax Equity

Profits Profits

Group $000 $000 $000 $000

2.00% Increase – 200 basis points


(2021: 2.00% Increase – 200 basis points) (473) (473) 1,169 1,169

0.25% Decrease – 25 basis points


(2021: 0.25% Decrease – 25 basis points) 59 59 (146) (146)


2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

51

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
The key assumptions which impact upon the values presented in the above table are the following:

– Cash and cash equivalents include deposits on call which are at floating interest rates. The estimated impact

upon interest revenues from these sources is based upon amounts held on deposit remaining at consistent

levels as reported at the balance sheet date. For foreign denominated deposits, the impact on foreign exchange

is based on the conversion rate existing at balance sheet date.

– Account balances that are trade receivables or trade payables are generally on 30 to 90 day terms and are non-

interest bearing and are not subject to interest rate risk.

– The impact upon the fair value of the interest rate swaps is based upon the differential in rates between the

Group paying a fixed rate of interest and receiving the floating New Zealand Bank Bill Rate (BKBM) multiplied by

the nominal amount under the swap agreement up until maturity.

– Interest payable on bank debt is based upon the BKBM/BBSY, plus a margin. The margin is dependent upon the

Group achieving certain financial covenants and the margin ranges from 1.02% to 1.50%. The analysis assumes

that the margin and principal are held constant at the same rate as at the balance sheet date with the sensitivity

calculating the effect on interest expense of movements in the BKBM/BBSY rate. The analysis excludes any

future interest that would be capitalised as part of long-term assets.

– Included in the above table is the change in fair value of interest rate swaps, which results from changes in the

floating interest rate.

CREDIT RISK

The Group trades with recognised and creditworthy third parties. It is the Group’s policy that all customers who

wish to trade on credit terms are subject to credit verification procedures. Receivable balances are monitored on

an ongoing basis. The maximum exposure to the carrying amount of receivable balances is disclosed in Note 11. The

Group does not have any significant concentrations of credit risk.

LIQUIDITY RISK

Liquidity risk is the risk that an unforeseen event or miscalculation in the required liquidity level may lead to the

Group being unable to meet its day to day funding obligations. To minimise liquidity risk, the Group’s policy is to

maintain committed funding facilities at a minimum of 105% of the projected peak debt level over the next 12 months

(excluding the cash requirements for any business combinations).

A General Security Agreement exists in favour of Westpac New Zealand Limited, Westpac Banking Corporation,

Bank of New Zealand Limited, China Construction Bank (New Zealand) Limited, and Hongkong and Shanghai

Banking Corporation Limited to secure amounts loaned to the Group. The General Security Agreement covers the

existing and future assets of Delegat Group Limited, Delegat Limited, Delegat Australia Pty Limited, and Barossa

Valley Estate Pty Limited. The amount of the guarantee in respect of the banking facilities is not included in the

above table and is the lower value of the net assets of the Group and the aggregate of the loans advanced at balance

date. Loan facilities are disclosed in Note 10.

The table below presents all contractual payments which the Group is legally obliged to make and includes all future

interest payments on interest-bearing facilities. The interest cost has been estimated by maintaining the current

principal balance and interest rates that exist at balance sheet date. The table also includes the New Zealand Dollar

equivalent for the foreign currency amounts, which are to be delivered to fulfil obligations under foreign currency

contracts.

2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

52

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
Facility Type

30 June 2022

Facility


Limit

$000

Drawn at


Balance Sheet

Date

$000

< 1 year

$000

1 to 2 years

$000

> 2 years

$000

Working Capital facility 45,000 39 1 1 40

Multicurrency Facility A 100,000 100,000 3,565 3,565 102,100

Multicurrency Facility B 100,000 85,000 3,158 3,158 93,176

Headroom facility 20,000 – – – –

AUD Facility A 32,492 32,492 876 876 34,760

AUD Facility B 38,747 37,086 967 967 38,622

Lease liability N/A 124,323 49,250 8,909 119,778

Low value asset leases N/A N/A 4,369 3,634 4,474

Derivative financial instruments N/A N/A 166,211 3,893 (1,435)

Trade payables and accruals N/A 40,547 40,547 – –

Financial guarantee contracts N/A N/A 366 – –

As at 30 June 2022 336,239 419,487 269,310 25,003 391,515


Included in the table above are financial guarantees which are presented at their highest possible amount that can

be called at balance date. For each individual guarantee, if the obligation at balance date is lower than the maximum

amount callable under the guarantee then the lower value has been included. The guarantees can be called in favour

of the beneficiary if certain acts of non-performance occur. The Directors consider the likelihood of each financial

guarantee being called remote.

Facility Type

30 June 2021

Facility


Limit

$000

Drawn at


Balance Sheet

Date

$000

< 1 year

$000

1 to 2 years

$000

> 2 years

$000

Working Capital facility 48,000 23,676 363 23,706 –

Term facility (multi-currency) 220,000 199,784 2,717 200,007 –

Headroom facility 20,000 – – – –

Term facility (AUD) 42,942 34,890 391 34,922 –

Lease liability N/A 98,703 10,492 10,086 145,617

Low value asset leases N/A N/A 5,559 3,799 4,279

Derivative financial instruments N/A N/A 122,223 7,552 395

Trade payables and accruals N/A 27,186 27,186 – –

Financial guarantee contracts N/A N/A 143 – –

As at 30 June 2021 330,942 384,239 169,074 280,072 150,291


All of the above facilities have a floating rate of interest which is tied to the New Zealand BKBM for NZD facility/

Australian BBSY for AUD facility plus margin. At balance sheet date the Group has interest rate swaps that cover

$103,212,000 (2021: $140,258,000) of the principal balance drawn at balance sheet date. Refer to Note 9.

The Group maintains credit facilities at a level sufficient to fund the Group’s working capital during the period

between cash expenditure and cash inflow.

2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

53

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
SUMMARY OF FINANCIAL INSTRUMENTS HELD

At the balance sheet date the Group reports the following categories of financial instruments:

2022 2021

$000 $000

Financial Assets

Financial assets at amortised cost 56,902 51,102

Financial assets at fair value through profit and loss 4,753 271

61,655 51,373

Financial Liabilities

Financial liabilities at amortised cost 412,249 378,056

Financial liabilities at fair value through profit or loss 8,749 4,469

420,998 382,525

The Group does not have any financial assets or liabilities that are classified as fair value through other comprehensive

income (FVOCI).

FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of financial instruments is presented in the previous table. For financial instruments measured at

fair value, further disclosure is required that allocates the fair values into a measurement hierarchy. The following

principles have been applied in classifying these instruments:

Level 1 – the fair value is calculated using quoted prices in active markets;

Level 2 – the fair value is estimated using inputs other than quoted prices included in Level 1 that are observable for

the asset or liability, either directly (as prices) or indirectly (derived from prices);

Level 3 – the fair value is estimated using inputs for the asset or liability that are not based on observable market

data.

The fair value of the financial instruments as well as the methods used to estimate the fair value are summarised

below:

Level 1 Level 2 Level 3 Total

30 June 2022 $000 $000 $000 $000

Financial Assets

Foreign currency forward exchange option contracts – 165 – 165

Foreign currency forward exchange contracts – 238 – 238

Interest rate swap contracts – 4,350 – 4,350

– 4,753 – 4,753

Financial Liabilities

Foreign currency forward exchange option contracts – 4,068 – 4,068

Foreign currency forward exchange contracts – 4,681 – 4,681

– 8,749 – 8,749

2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

54

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
The fair value of financial instruments held at balance date that are not traded on an active market include foreign

currency forward exchange contracts and options, and net settled interest rate swap contracts. The fair values are

derived through valuation techniques that maximise the use of observable market data where it is available and

rely as little as possible on entity specific estimates , calculated using discounted cash flow models and observable

market rates of interest and foreign exchange. If all significant inputs come from observable market data the

instrument is included in Level 2 of the hierarchy.

Level 1 Level 2 Level 3 Total

30 June 2021 $000 $000 $000 $000

Financial Assets

Foreign currency forward exchange option contracts – – – –

Foreign currency forward exchange contracts – 271 – 271

– 271 – 271

Financial Liabilities

Foreign currency forward exchange option contracts – 382 – 382

Interest rate swap contracts – 4,087 – 4,087

– 4,469 – 4,469


FINANCIAL RISK ASSOCIATED TO BEARER PLANTS

The Group is exposed to financial risks in respect of agricultural activities. The agricultural activities of the Group

consist of the management of vineyards to produce grapes for use in the production of wine. The primary risk

borne by the Group is caused by the length of time between when cash is expended on the purchase or planting

and maintenance of grape vines and on harvesting grapes and the ultimate realisation of proceeds from the sale

of finished product (wine). The Group takes reasonable measures to ensure that the current year’s harvest is not

affected by disease, drought, frost, or other factors that may have a negative effect upon yield and quality. These

measures include consultation with experts in viticulture, frost protection measures, and ensuring that each vineyard

is managed according to a specifically developed Vineyard Management Calendar.

CAPITAL MANAGEMENT

When managing capital, management’s objective is to ensure the entity continues as a going concern as well as to

maintain optimal returns to shareholders and benefits for other stakeholders of the business. The ultimate aim is to

maintain a capital structure which provides flexibility to enable future growth of the Group while ensuring the lowest

cost of capital is available to the Group.

Management reviews the capital structure of the Group as a result of changes in market conditions which impact

upon interest and foreign exchange rates and may adjust the capital structure to take advantage of these changes.

Management has no current plans to issue further shares on the market but is intent on growing the business which

will require future funding.

The Group is subject to a series of bank covenants over its Senior Debt facilities. These are discussed in Note 10.

2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

55

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
3. REVENUE AND SEGMENTAL REPORTING

An operating segment is a reportable segment if the segment engages in business activities in which it

may earn revenues and incur expenses, whose operating results are regularly reviewed by the Group’s

Chief Operating Decision Maker and for which discrete financial information is available.

The Group reviews its operational performance based upon the management and the geographic areas in which

their customers are based. Financial information which is available to management in order to assess segment

performance and investment opportunities is presented on the same basis. In accordance with NZ IFRS 8: Operating

Segments this forms the basis of presentation for Segment Reporting and is in the format adopted below:

– Delegat Limited (Delegat) is party to vineyard leases and has interests in freehold land and winery infrastructure

which allows the company to grow, harvest and make finished wine to be marketed, distributed and sold into

the Super Premium wine markets. Delegat sells and markets its product through a combination of subsidiary

companies based overseas or to customers and distributors directly in the New Zealand, Canadian, Asian and

Pacific Island markets.

– Delegat Australia Pty Limited, Delegat Europe Limited and Delegat USA, Inc. act as distributors and assist in the

marketing of product in their respective geographic regions. Wines are sold all year round to all regions and the

Group considers there is no significant variations in revenues throughout the year.

The Group implements appropriate transfer pricing regimes within the operating segments on an arm’s length basis

in a manner similar to transactions with third parties.

Management monitors the operating results of its business units separately for the purpose of making resource

allocations and performance assessments. Segment performance is evaluated based on operating profit or loss,

which may be measured differently from operating profit or loss in the consolidated financial statements as segment

reporting is based upon internal management reports. The main differences are a result of some deferred tax

balances being recognised upon consolidation not being allocated to individual subsidiaries. Also inter-company

stock margin eliminations are managed on a group basis and are not allocated to operating segments.

REVENUE

Revenue is recognised when the Group satisfies its performance obligation to the customer. Satisfaction

of a performance obligation occurs when the Group has transferred a promised good to the customer

and when the customer obtains control of that good. The following specific recognition criteria have been

applied to each individual classification of revenue:

i) Sale of Goods

The primary source of revenue earned by the Group is through providing wine to third party retailers

and distributors. Revenue is recognised when control of the wine has passed to the buyer and the costs

incurred or to be incurred in respect of the transaction can be measured reliably. Control is considered

passed to the buyer at the time of delivery of goods to the customer. External sales revenue includes

various payments to customers for volume discounts, rebates and other promotional support.

ii) Interest Revenue

Revenue is recognised as interest accrues using the effective interest rate method. This is a method of

calculating the amortised cost of a financial asset and allocating the interest income over the relevant

period using the effective interest rate, which is the rate that exactly discounts estimated future cash

receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

56

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
REVENUE

Sales are often made with volume discounts, other rebates and various other payments to customers

for promotional support. For volume discounts and other rebates not invoiced at the reporting date

these are estimated based on agreements with customers and estimated depletions during the period.

Other payments to customers for promotional support include listing fees, mailer fees and other

incentives. For these expenses that have not been invoiced at the reporting date these are estimated

based on agreements with customers and estimated achievement of various targets by the customer.

At 30 June 2022 the Group has recognised accruals of $21.5 million (2021: $18.1 million). The majority of

these amounts will be settled within the six months following balance date.

Year ended

30 June 2022

Delegat

Limited

$000

Delegat

Australia

Pty Ltd

$000

Delegat

Europe

Limited

$000

Delegat

USA, Inc.

$000

Other

Segments

10

$000

Eliminations

and

Adjustments

11

$000

Year Ended

30 June

2022

$000

Operating income

External sales

2,8

76,408 59,537 99,063 163,665 7,388 (80,736) 325,325

Internal sales 304,889 – – – 10,509 (315,398) –

Fair value gain on derivative


financial instruments 202 – – – – – 202

Dividend revenue 1 – – – 1,058 (1,042) 17

Interest revenue 1 – – – 5 – 6

Gain on disposal of property,


plant and equipment 11 – – – 5 – 16

Total segment revenues

1

381,512 59,537 99,063 163,665 18,965 (397,176) 325,566


Operating expenses

Interest expense

3

8,533 32 10 60 777 – 9,412

Depreciation and amortisation

4

20,367 584 143 506 1,843 – 23,443

Income tax expense

5

24,385 418 674 822 33 (3,192) 23,140


Segment profit/(loss) 64,646 964 2,884 2,328 1,442 (9,250) 63,014


Assets

Segment assets

6

917,795 12,895 37,567 27,197 83,286 (111,393) 967,347

Capital expenditure

7

38,673 – 3 55 718 – 39,449


Segment liabilities 431,333 6,624 24,209 5,753 59,348 (59,386) 4 6 7, 8 8 1

Refer to footnotes on page 58

3. REVENUE AND SEGMENTAL REPORTING (C O N T I N U E D)

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

57

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
3. REVENUE AND SEGMENTAL REPORTING (C O N T I N U E D)

Year ended

30 June 2021

Restated*

Delegat

Limited

$000

Delegat

Australia

Pty Ltd

$000

Delegat

Europe

Limited

$000

Delegat

USA, Inc.

$000

Other

Segments

10

$000

Eliminations

and

Adjustments

11

$000

Year Ended

30 June

2021

$000

Operating income

External sales

2,9

72,343 53,683 97,139 142,183 9,489 (72,212) 302,625

Internal sales 258,933 - - - 5,335 (264,268) -

Unrealised foreign exchange


(losses) / gains (7) - 218 - 1 (145) 67

Fair value gain on derivative


financial instruments 2,664 - - - - - 2,664

Dividend revenue 3,843 - - - 10,552 (14,377) 18

Interest revenue - - - - 2 - 2

Total segment revenues

1

337,776 53,683 97,357 142,183 25,379 (351,002) 305,376


Operating expenses

Interest expense

3

8,911 45 4 78 739 - 9,777

Depreciation and amortisation

4

19,665 601 171 491 1,916 - 22,844

Income tax expense

5

20,612 472 830 835 116 405 23,270


Segment profit 57,060 1,094 3,540 2,643 10,922 (13,336) 61,923


Assets

Segment assets

6

826,498 12,429 20,175 21,030 82,191 (78,517) 883,806

Capital expenditure

7

60,329 23 - - 931 - 61,283


Segment liabilities 403,974 6,253 9,537 4,248 40,662 (34,718) 429,956

1.

Intersegment revenues are eliminated on consolidation. Intercompany profit margins are also eliminated.

2.

External sales revenue includes various payments to customers for volume discounts, rebates and other promotional support. For volume

discounts, rebates and other promotional support not invoiced at 30 June 2021 the Group recognised accruals of $18,105,000 (30 June 2020:

$22,390,000). During the year $569,000 of these accruals have been released (2021: $2,577,000).

3.

Interest expense is net of any interest capitalised to long-term assets and inventory. During the year $1,308,000 (2021: $1,325,000) was

capitalised to long-term assets. During the year $5,190,000 (2021: $5,254,000) was capitalised to inventory.

4.

Depreciation and amortisation expense presented above is gross of $19,746,000 (2021: $18,774,000), which has been included within inventory.

5.

Segment income tax expense does not include the deferred tax impacts of temporary differences arising from intercompany stock margin

eliminations as this is managed on a group level.

6.

Segment assets include the value of investments and loan balances for subsidiaries which reside in Delegat Limited however do not include

the effects of stock margin eliminations for stock on hand in subsidiaries.

7.

Capital expenditure consists of additions of property, plant and equipment inclusive of capitalised interest. Capital expenditure is included

within each of the reported segment assets noted above.

8.

During the 2022 financial year Delegat USA, Inc had a single customer which comprised 10% or more of group sales amounting to $78,494,000.

9.

During the 2021 financial year Delegat USA, Inc had a single customer which comprised 10% or more of group sales amounting to $70,118,000.

10.

Other segments’ assets include non-current assets of Barossa Valley Estate Pty Limited of $48,144,000 (2021: $47,723,000) which are located

in Australia.

11.

The eliminations and adjustments of segment profit, assets and liabilities relate to intercompany transactions and balances which are

eliminated on consolidation.

*The financial statements for the year ended 30 June 2021 have been restated for Software-as-a-Service arrangements under NZ IAS 38: Intangible Assets. Refer to Note 1 of

the financial statements.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

58

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
4 . E X P E N S E S

Expenses by function have been categorised as follows:

Notes 2022 2021

$000 $000

Restated*

Cost of sales 174,602 159,118

Selling, marketing and promotion expenses 38,239 36,016

Corporate governance expenses 1,040 991

Administration expenses 16,119 14,281

230,000 210,406

Specific components of the above expenses include:

Directors’ fees – Delegat Group Limited 401 332

Directors’ fees – Overseas subsidiaries 54 52

Unrealised foreign exchange loss 388 –

Depreciation

1

14, 16 22,987 22,341

Amortisation


15 456 503

Wages and salaries

2

45,340 44,279

Defined contribution pension plans

2

1,726 1,622

Termination benefits paid

2

350 550


Auditor Remuneration

3,4

Assurance services

Audit of the financial statements 271 286

Non-assurance services

Tax compliance 62 42

Total remuneration 333 328

1.

The depreciation figure presented above represents the gross depreciation charge for the year. Depreciation is recorded in the business

function to which the asset relates. Depreciation incurred on assets directly associated with winemaking and viticulture of $19,746,000 (2021:

$18,774,000) is included within the cost of inventories and expensed as a cost of sales when product is sold.

Depreciation on vineyard development commences when the vineyard is considered to be in commercial production, which is generally when

the vineyard has produced approximately 60% of the expected yield at full production.

2.

The employee benefit figures above represent the gross employee benefits expense for the year. Included within inventory is remuneration

paid to employees directly associated with winemaking, bottling and packaging. During the year $10,333,000 (2021: $9,837,000) of employee

benefits were included within inventory. These costs are included within inventory until the stock to which the expenditure relates is sold.

3.

The auditor of Delegat Group Limited is Deloitte. Amounts received, or due and receivable, by Deloitte are as disclosed above.

4.

During the year the Group also paid $5,000 (2021: $5,000) to SBA Stone Forest CPA Co. Limited for the audit of the local financial statements

of Delegat (Shanghai) Trading Co. Limited.

*The financial statements for the year ended 30 June 2021 have been restated for Software-as-a-Service arrangements under NZ IAS 38: Intangible Assets. Refer to Note 1 of

the financial statements.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

59

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
5. EARNINGS PER SHARE

Basic earnings per share is calculated as Group profit after income tax attributable to ordinary

shareholders of the Parent, adjusted to exclude any costs of servicing equity (other than dividends) and

preference share dividends, divided by the weighted average number of ordinary shares on issue.

Diluted earnings per share is calculated as Group profit after income tax attributable to ordinary

shareholders of the Parent adjusted for:

– costs of servicing equity (other than dividends) and preference share dividends;

– the after tax effect of dividends and interest associated with dilutive potential ordinary shares that

have been recognised as expenses; and

– other non-discretionary changes in revenues and expenses during the period that would result from

the dilution of potential ordinary shares

divided by the weighted average number of ordinary shares and dilutive potential ordinary shares.

The following reflects the earnings used in the calculation of the basic and fully diluted earnings per share:

2022 2021

Restated*

a) Earnings Used in Calculating Earnings per Share

Profit for the year – basic and fully diluted ($000) 63,014 61,923

b) Weighted Average Number of Shares

Weighted average number of shares – basic and fully diluted (000s) 101,130 101,130

c) Reported Earnings per Share on Statement of Financial Performance

(expressed as cents per share)

Basic and fully diluted earnings per share 62.31 61.23

*The financial statements for the year ended 30 June 2021 have been restated for Software-as-a-Service arrangements under NZ IAS 38: Intangible Assets. Refer to Note 1 of

the financial statements.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

60

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
6. SHARE CAPITAL

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares

or options are shown in equity as a deduction from the proceeds.

2022 2021

$000 $000

Balance at beginning of the year 49,815 49,815

Balance at end of the year 49,815 49,815


a) Movement in the Number of Ordinary Shares on Issue Shares Held

000s 000s

Balance at beginning of the year 101,130 101,130

Balance at end of the year 101,130 101,130

All ordinary shares have equal voting rights and share equally in dividends and surplus on winding up.

b) Nature and Purpose of Reserves

Foreign Currency Translation Reserve

The foreign currency translation reserve is used to record exchange differences arising from the translation of the

financial statements of foreign subsidiaries. During the year equity increased by $3,552,000 upon the translation of

foreign subsidiaries (2021: $958,000 decrease).

7. DIVIDENDS PAID AND PROPOSED

a) Recognised Amounts

Dividends that were declared and paid on ordinary shares during the year amounted to $20,241,000 (2021: $17,217,000)

equating to 20.0 cents per share (2021: 17.0 cents per share).

b) Unrecognised Amounts

After the balance sheet date, dividends of 20.0 cents per share were approved by the Board of Directors. These

amounts are not recognised in these financial statements as the declaration date was subsequent to year-end.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

61

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
8. TRADE PAYABLES AND ACCRUALS

Trade payables are initially recognised at fair value and then carried at amortised cost, and due to their

short-term nature, they are not discounted. They represent liabilities for goods and services provided

to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes

obliged to make future payments in respect of the purchase of these goods and services.

Provisions and accruals are recognised when the Group has a present obligation as a result of a past

event and it is probable that an outflow of economic resources embodying economic benefits will be

required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Provisions and accruals are measured as the present value of management’s best estimate of the

expenditure required to settle the present value of the obligation at the balance sheet date. If the effect

of the time value of money is material, provisions and accruals are discounted using a pre-tax rate that

reflects the time value of money and the risks specific to the liability. The increase in the provision or

accruals resulting from the passage of time is recognised as a finance cost.

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulated sick

leave expected to be settled within 12 months of the reporting date, are recognised in respect of the

employee’s services up to the reporting date. They are measured as the amounts expected to be paid

when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave

is taken and is measured at the rates paid or payable.

The Group makes regular contributions to various defined contribution pension plans. Included within

the statement of financial performance are amounts paid and payable by the Group into these pension

plans, net of any related tax rebates. The Group does not make available or make contributions to any

defined benefit superannuation plans.

2022 2021

$000 $000

Trade payables 21,917 15,281

Employee entitlements and leave benefits 6,398 5,834

Goods and services tax 889 1,712

Accrued expenses 12,232 6,071

41,436 28,898


Trade payables are unsecured, non-interest bearing and are generally settled on 30 to 60 day terms. The carrying

amount disclosed above is a reasonable approximation of fair value.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

62

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
9. DERIVATIVE FINANCIAL INSTRUMENTS

The Group uses derivative financial instruments such as forward currency contracts and options to

economically hedge its risks associated with foreign currency fluctuations and interest rate swaps to

manage interest rate risk. Such derivative financial instruments are initially recognised at fair value on

the date on which a derivative contract is entered into, and are subsequently remeasured to fair value at

balance date. Any gains or losses arising from changes in the fair value of derivatives are taken directly

to the statement of financial performance. The fair value of forward exchange contracts and options is

determined by reference to current forward exchange rates for contracts with similar maturity profiles.

The fair value of interest rate swaps is determined by reference to market inputs for similar instruments.

The Group has the following derivative financial instruments outstanding at the balance sheet date:

a) Foreign Currency Forward Exchange Contracts and Options

i) Forward Exchange Contracts

AVERAGE CONTRACTED RATE NOTIONAL VALUE

2022 2021 2022 2021

Selling Currency/Buying NZD $000 $000

Sell AUD, maturity 0–11 months 0.9171 0.9230 17, 5 9 7 8,570

Sell USD, maturity 0–12 months 0.6634 0.6902 55,219 17, 0 6 9

Sell GBP, maturity 0–12 months 0.5067 0.5039 26,794 17,1 07

Sell CAD, maturity 0–11 months 0.8385 0.8800 10,327 5,114

Sell SGD, maturity 2–9 months 0.9079 0.9463 496 4 47

Sell JPY, maturity 1 month 81.6800 76.9700 61 65

Sell HKD, maturity 1–12 months 5.1705 5.4883 2,130 1,275

Sell EUR, maturity 0–12 months 0.5758 0.5886 4,673 1,699


Buying Currency/Selling NZD


Buy EUR, maturity 0 months – 0.5854 – 700

The fair value of forward exchange contracts is determined by comparing the market rates for contracts with the

same nominal amount, exercise price and length of time to maturity.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

63

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
a) Foreign Currency Forward Exchange Contracts and Options (continued)

ii) Forward Currency Options

AVERAGE CONTRACTED RATE NOTIONAL VALUE

2022 2021 2022 2021

Selling Currency/Buying NZD $000 $000

Sell USD, maturity 1–15 months 0.6791 0.6877 28,728 28,750

Sell GBP, maturity 6–12 months 0.5004 0.5128 9,996 28,285

Sell AUD, maturity 4–11 months 0.9188 0.9289 7, 074 9,150

Sell CAD, maturity 4–14 months 0.8500 0.8846 5,886 9,611


NZ IFRS 9: Financial Instruments requires that derivative financial instruments are classified as fair value

through profit or loss for measurement purposes unless they are accounted for as hedges. Under NZ

IAS 1: Presentation of Financial Statements, assets and liabilities under the fair value through profit or

loss classification would generally be classified as current in the statement of financial position if held for

trading. However, if the intent is not to actually trade the derivative financial instruments with maturities

greater than one year but to hold them until maturity, then the derivative financial instruments are

more appropriately classified as non-current. The amounts that are classified as non-current reflect the

amounts that will not be settled in the next 12 months.

The classification of forward exchange contracts and forward currency options between current and non-current

is based on whether the contracts will be settled in the next 12 months. The fair value of open contracts existing at

balance sheet date are classified as follows:

2022 2021

Assets Liabilities Assets Liabilities

$000 $000 $000 $000

Current

Forward Exchange Contracts 238 4,681 271 –

Foreign Currency Options 165 3,415 – 314

403 8,096 271 314


Non-current

Foreign Currency Options – 653 – 68

– 653 – 68

9. DERIVATIVE FINANCIAL INSTRUMENTS (C O N T I N U E D)

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

64

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
b) Interest Rate Swaps

In order to protect against risks relating to increases in interest rates, the Group has entered into interest rate swap

contracts under which the Group receives interest at variable rates and has agreed to pay interest at fixed rates for

varying terms of principal and time durations.

At balance sheet date interest rate contracts are in place that cover a total $70,000,000 (2021: $100,000,000) of

current New Zealand dollar denominated Group debt through five separate cap rate agreements, which range in

maturity from one to four years, with a weighted average interest rate cap of 2.17% plus bank margin (2021: 3.61% plus

bank margin). In addition, interest rate contracts are in place that cover a total A$30,000,000 (2021: A$37,500,000)

of current Australian dollar denominated Group debt through six separate cap rate agreements, which range in

maturity from one to four years, with a weighted average interest rate cap of 1.88% plus bank margin (2021: 2.66%

plus bank margin).

At balance sheet date the Group does not have any additional New Zealand dollar denominated cap rate agreements

that applies at a future date to cover future Group indebtedness (2021: $25,000,000). The Group has an additional

Australian Dollar denominated cap rate agreement in place that covers a total A$5,000,000 (2021: A$10,000,000)

which applies from 30 March 2023, has a maturity of two years, and an interest rate cap of 0.8% plus bank margin

(2021: 0.8% plus bank margin).

The total fair value of these contracts at balance sheet date is an asset of $4,350,000 (2021: $4,087,000 liability).

The Group has elected not to apply hedge accounting to its derivative financial instruments and

accordingly the instruments have been classified as fair value through profit and loss.

The classification between current and non-current is based on whether the contracts or portion of contracts will be

settled within the next 12 months. The total fair value of these contracts at balance sheet date is classified as follows:

2022 2021

Assets Liabilities Assets Liabilities

$000 $000 $000 $000

Current

Interest Rate Swaps 1,556 – – 2,565

1,556 – – 2,565


Non–current

Interest Rate Swaps 2,794 – – 1,522

2,794 – – 1,522

9. DERIVATIVE FINANCIAL INSTRUMENTS (C O N T I N U E D)

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

65

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
10. INTEREST-BEARING LOANS AND BORROWINGS

a) Debt Facilities Existing at Balance Sheet Date

Interest-bearing loans and borrowings are initially recognised at the fair value of the consideration

received, less directly attributable transaction costs. After initial recognition, interest-bearing loans and

borrowings are subsequently measured at amortised cost using the effective interest method. Fees

paid on the establishment of loan facilities are included as part of the carrying amount of the interest-

bearing loans and borrowings. Interest-bearing loans and borrowings are classified as current liabilities,

unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after

balance sheet date.

Borrowing costs are expensed as incurred, except when they are directly attributable to the acquisition

or construction of a qualifying asset. When this is the case, they are capitalised as part of that asset.

Once the asset is put into productive use, capitalisation of the borrowing costs ceases.

At the balance sheet date the following debt facilities have been drawn upon by the Group:

MaturityEffective Interest Rate2022

$000

2021

$000

20222021

Non-Current Debt Obligations

Term facility (multi-currency)3.52% – 199,552

Multicurrency Facility A31 January 20253.97% 99,835 –

Multicurrency Facility B31 January 20273.72% 84,643 –

Term facility (AUD)1.12% – 34,845

AUD Facility A31 January 20272.70% 32,382 –

AUD Facility B31 January 20262.61% 36,986 –

Headroom facility31 January 2025N/AN/A (33) (21)

Working capital facility31 January 20253.37%1.53% (36) 23,625

253,777 258,001

The carrying amount of the Group’s non-current interest-bearing loans and borrowings are the fair values at balance

sheet date.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

66

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
b) Terms and Conditions of Debt Facilities

i) Senior Debt Facilities

On 7 December 2021, the Group successfully completed the renegotiation of its syndicated Senior Debt facilities

agreement with Westpac New Zealand Limited, Westpac Banking Corporation, Bank of New Zealand Limited (BNZ),

China Construction Bank (New Zealand) Limited (CCB) and Hongkong and Shanghai Banking Corporation Limited

(HSBC). With the syndicated facility a General Security Agreement has been put in place in favour of the banks over

the existing and future assets of Delegat Group Limited, Delegat Limited, Delegat Australia Pty Limited and Barossa

Valley Estate Pty Limited.

At balance sheet date the Working capital facility, Multicurrency Facility A, Multicurrency Facility B, AUD Facility A,

AUD Facility B and Headroom facility collectively make up the syndicated Senior Debt Facilities of Delegat, which

provide funding for the assets of the Group. The maximum limit of the Working capital facility is NZ$45,000,000

(2021: NZ$48,000,000), the Multicurrency Facility A is NZ$100,000,000 (2021: N/A), the Multicurrency Facility B is

NZ$100,000,000 (2021: N/A), the AUD Facility A is A$29,350,000 (2021: N/A), the AUD Facility B is A$35,000,000

(2021: N/A), and Headroom facility is NZ$20,000,000 (2021: NZ$20,000,000). At balance sheet date NZ$81,655,000

(2021: NZ$72,592,000 ) is available for further drawdown on these facilities.

The amount drawn down on the AUD Facility A and AUD Facility B at the balance sheet date was A$62,850,000


(2021: N/A). At balance sheet date AUD$1,500,000 (2021: N/A) is available for further drawdown on these facilities.

Interest on these facilities is based on the BKBM/BBSY plus margin. The facility agreement requires that certain

banking covenants be met and requires the Group to maintain or better specified EBITDA and fixed charges

coverage ratios, and maintain or better a minimum adjusted equity balance. The Group must also maintain or better

a specified total tangible asset backing. At year-end, and at measurement dates during the year, the covenants of the

Senior Debt Facilities have been met.

ii) Other Facilities

Delegat also has available an overdraft limit of $1,000,000 (2021: $1,000,000). Interest charged on this facility is at

the commercial lending rate (2021: commercial lending rate). At 30 June 2022 the commercial lending rate is 6.50%

(2021: commercial lending rate 4.75%). No amount is drawn against this facility at balance sheet date.

10. INTEREST-BEARING LOANS AND BORROWINGS (C O NTI N U E D)

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

67

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
11. TRADE AND OTHER RECEIVABLES

On initial recognition, the Group’s trade receivables are recognised at their transaction price as defined

in NZ IFRS 15: Revenue from Contracts with Customers. The Group’s trade receivable balances are

generally short term and do not contain a significant financing component. They are subsequently

measured at amortised cost using the effective interest method, less an allowance for expected future

credit losses.

The Group applies the simplified approach to measuring expected credit losses which uses a lifetime

expected loss allowance for all trade receivables and sundry receivables if financial assets. Expected

credit losses are measured by grouping trade receivables based on shared credit risk characteristics

and the days past due. A provision matrix is then determined based on the historical credit loss rates for

each group of customers, adjusted for any material expected changes to the future risk for that customer

group.

Individual trade receivable balances which are known to be uncollectible are written off where the Group

has no reasonable expectation of recovering the trade receivable balance.

2022 2021

$000 $000


Trade receivables 48,030 3 7, 6 6 3

Prepayments and sundry receivables 3,755 4,496

Goods and services tax 2,344 1,838

54,129 43,997

As at 30 June 2022 the ageing of trade receivables is as follows:

Ageing of receivables

New Zealand

(including

Asia Pacific)

AustraliaUnited

Kingdom

United

States of

America

CanadaGroup

As at 30 June 2022 $000 $000 $000 $000 $000 $000

Current 2,722 10,311 16,896 12,167 3,456 45,552

1 to 30 days 61 4 202 1,416 628 2,311

31 to 60 days - - - - 54 54

61 to 90 days - - - - 6 6

Greater than 90 days - - 107 - - 107

Total trade receivables 2,783 10,315 17, 2 0 5 13,583 4,14 4 48,030

All amounts recognised as trade receivables are unsecured and the maximum credit risk is equivalent to the carrying

values noted directly above. Trade receivables are non-interest bearing and generally settled on 30 to 90 day terms.

Due to their short-term nature trade receivables are not discounted.

In determining the historical loss rates to be applied to these customer groups and ageing buckets, the Group has

reviewed whether there were any bad debts written off over the past five years and has identified that these were $nil

(2021: $nil). Accordingly the historical loss rates applied to each customer group at 30 June 2022 are 0% (2021: 0%).

Due to the short term nature of the Group’s trade receivables, the nature of the Group’s customer base, the Group’s

experience over the past five years and other forward looking information, the historical loss rates have not been

adjusted for any material expected future changes in credit risk.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

68

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
12. INVENTORIES

Inventories are valued at the lower of cost and net realisable value. Net realisable value is the estimated

selling price in the ordinary course of business, less estimated costs of completion and the estimated

costs necessary to make the sale. Costs of finished goods sold are assigned on a weighted average cost

basis.

GRAPES

Included within the cost of inventory is the fair value of the grapes (agricultural produce) at the time the

grapes are harvested. At the point of harvest, the harvest of grapes qualify as agricultural produce under

NZ IAS 41: Agriculture and are recorded at fair value at that date. The fair value becomes the basis of cost

when accounting for inventories.

Harvesting of the grape crop is ordinarily performed in late March or early April. Costs incurred in growing

the grapes, including any applicable harvest costs, are initially allocated into the cost of inventory as

part of the total costs to acquire and grow the agricultural produce. At the point of harvest, a fair value

adjustment is made so that the cost per tonne is adjusted to fair value in accordance with NZ IAS 41:

Agriculture and NZ IFRS 13: Fair Value Measurement. Any difference between cost and fair value is

included within the statement of financial performance as cost of sales.

The fair value of grapes at the point of harvest is determined by reference to the market prices for each

variety of grape grown in the local area and the market price paid to independent grape growers. Any

difference between cost and fair value is included within the statement of financial performance as cost

of sales.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

69

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
2022 2021

$000 $000


Current vintage 115,380 85,790

Aged wine 60,577 6 7, 3 3 1

Winery ingredients, packaging materials and other 7, 0 2 6 6,861

182,983 159,982

During the year the Group harvested a total of 44,861 tonnes of grapes (2021: 37,470 tonnes) in New Zealand and

Australia. Of this amount a total of 15,052 tonnes (2021: 9,113 tonnes) were purchased from independent third party

growers. The fair value of agricultural produce from the Group’s owned and leased vineyards at the point of harvest

was $66,057,000 (2021: $50,785,000). A fair value gain of $19,067,000 (2021: $9,178,000) was recorded during the

year and included within cost of sales. Included within cost of sales is a total of $193,670,000 (2021: $168,296,000)

which represents costs expended in grape growing (inclusive of lease costs), procurement, delivery and materials.

13. BIOLOGICAL WORK IN PROGRESS

2022 2021

$000 $000


Growing costs relating to next harvest 13,704 12,080

13,704 12,080


As allowed under NZ IAS 41: Agriculture the vineyard costs in the period to 30 June have been recognised

as work in progress for the next harvest and the Group has determined that cost is equal to fair value at

this point of the growth cycle.

12. INVENTORIES (C O NTI N U E D)

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

70

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
14. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is stated at historical cost less accumulated depreciation and any

accumulated impairment losses. Such costs include the cost of replacing parts that are eligible for

capitalisation when the cost of replacing the parts is incurred. The cost of purchased property, plant and

equipment is the value of the consideration given to acquire the assets and the value of other directly

attributable costs that have been incurred in bringing the assets to the location and condition necessary

for their intended service.

The cost of self-constructed assets includes the cost of all materials used in the construction, direct

labour on the project, lease costs and financing costs that are directly attributable to the project and an

appropriate proportion of directly attributable variable and fixed overheads. Costs cease to be capitalised

when the asset is ready for productive use. In respect of vineyard improvements, capitalisation of costs

continues until the vineyards are ready for productive use, which is when the vineyard has produced

approximately 60% of expected yield at full production, ordinarily a period of three years after the planting

of vines.

Land and Land Improvement assets are measured at cost and are not subject to depreciation.

IMPAIRMENT

Assets are tested for impairment whenever events or changes in circumstances indicate that the carrying

amount may not be recoverable. If an impairment trigger exists, the recoverable amount of the asset is

determined, being the higher of an asset’s fair value, less costs to sell, and value in use. An impairment

charge is recognised for the amount by which the asset’s carrying amount exceeds its recoverable

amount. For the purposes of assessing impairment, the recoverable amount is determined at the lowest

level for which there are separately identifiable cash flows (cash-generating units).

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

71

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DEPRECIATION

Depreciation of property, plant and equipment, other than land and land improvements, which has an

indefinite economic life and hence not depreciated, is charged on a straight-line basis so as to write off

the assets to their expected residual value over their estimated useful lives. The estimated useful lives

are as follows:

B

uildings 10–50 years

Plant and Equipment 3–50 years

Vineyard Improvements 3–50 years

Bearer Plants 50 years

The estimation of the useful lives of assets has been based on historical experience as well as lease terms.

The condition of the assets is assessed at least once per year and considered against the remaining

useful life. Adjustments to useful lives are made when considered necessary.

Depreciation on vineyard improvements commences when the vineyard is considered to be in

commercial production, which is when the vineyard has produced approximately 60% of the expected

yield at full production, ordinarily a period of three years after the planting of vines. The assets’ residual

values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at the end of

each financial year.

Capitalised assets on leased vineyards or office premises are depreciated over the shorter of the

estimated useful life of the asset and the remaining lease term.

IMPAIRMENT

The Group assesses impairment of all assets at each reporting date by evaluating conditions specific

to the Group and to the particular asset that may lead to impairment. If an impairment trigger exists,

the recoverable amount of the asset is determined. Management considers there are no indicators of

impairment in the current year and the recoverable amount of the Group’s assets was not required to be

determined.

a) Reconciliation of Carrying Amounts at Beginning and End of the Year

Year ended 30 June 2022

Freehold Land

and Land

Improvements

Vineyard

Improvements

Bearer PlantsBuildingsPlant and

Equipment

Capital Work in

Progress

Total


$000 $000 $000 $000 $000 $000 $000

Net book value at 1 July 2021 155,822 95,160 48,382 114,643 135,296 30,853 580,156

Additions/Transfers 627 13,495 3,366 1,615 18,787 1,248 39,138

Disposals – – – – (55) – (55)

Foreign currency translation 221 477 86 303 182 22 1,291

Depreciation charge – (3,827) (1,368) (3,220) (8,997) – ( 17, 412)

Net book value at 30 June 2022 156,670 105,305 50,466 113,341 145,213 32,123 603,118


At cost 156,677 155,795 67,290 139,607 253,324 32,123 804,816

Accumulated depreciation and


impairment (7) (50,490) (16,824) (26,266) (108,111) – (201,698)

Net book value at 30 June 2022 156,670 105,305 50,466 113,341 145,213 32,123 603,118

14. PROPERTY, PLANT AND EQUIPMENT (C O N T I N U E D)

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

72

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
a) Reconciliation of Carrying Amounts at Beginning and End of the Year (continued)

Year ended 30 June 2021

Restated*

Freehold Land

and Land

Improvements

Vineyard

Improvements

Bearer PlantsBuildingsPlant and

Equipment

Capital Work in

Progress

Total


$000 $000 $000 $000 $000 $000 $000

Net book value at 1 July 2020 130,260 85,553 43,619 110,252 133,335 32,603 535,622

Additions/Transfers 25,538 12,948 6,015 7,243 10,779 (1,752) 60,771

Disposals – – – – (45) – (45)

Foreign currency translation 24 56 10 35 11 2 138

Depreciation charge – (3,397) (1,262) (2,887) (8,784) – (16,330)

Net book value at 30 June 2021 155,822 95,160 48,382 114,643 135,296 30,853 580,156


At cost 155,829 141,740 63,818 137,630 238,350 30,853 768,220

Accumulated depreciation and


impairment (7) (46,580) (15,436) (22,987) (103,054) – (188,064)

Net book value at 30 June 2021 155,822 95,160 48,382 114,643 135,296 30,853 580,156


b) Other Items

During the year no assets were transferred and classified as assets available for sale. The weighted average interest

rate on interest capitalised during the year was 4.06%.

Bearer Plants consist of grape vines on our vineyards located in New Zealand and the Barossa Valley, Australia.


At 30 June 2022 the Group has grape vines planted on 1,797 productive hectares of land (2021: 1,797 productive

hectares) in New Zealand and 183 productive hectares (2021: 183 productive hectares) in Australia.

The net book value of vines on leased land where the Group does not have the beneficial ownership in the vine

asset, is not reported above, as the risks and rewards incidental to owning the vines do not transfer to the Group.

The Group is however party to leases of land on which vine stock is owned by the Group. The net book value of these

assets are reported, as the risk and rewards incidental to ownership are retained by the Group.


14. PROPERTY, PLANT AND EQUIPMENT (C O N T I N U E D)

*The financial statements for the year ended 30 June 2021 have been restated for Software-as-a-Service arrangements under NZ IAS 38: Intangible Assets. Refer to Note 1 of

the financial statements.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

73

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
15. INTANGIBLE ASSETS

Intangible assets acquired separately are measured on initial recognition at cost. The cost of the

intangible assets acquired in a business combination is their fair value at the date of acquisition.

Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and

accumulated impairment losses.

The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite

lives are amortised over their useful life and assessed for impairment whenever there is an indication

that the intangible asset may be impaired. Intangible assets with indefinite useful lives are not amortised,

but are tested for impairment annually, either individually or at the cash-generating unit (CGU) level. The

assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be

supportable; if not, the change in useful life from indefinite to finite is made on a prospective basis.

Water rights currently owned by the Group have been assessed as having indefinite useful lives and are

therefore tested annually for impairment at the CGU level. The recoverable amount of the CGU’s assets

are higher than the water rights’ carrying value and therefore no impairment is required to be recognised.

Water rights currently owned by the Group consist of water rights in both New Zealand and Australia.

Barossa Valley Estate Pty Limited (BVE) owns water rights consisting of shares in Barossa Infrastructure Limited

and associated infrastructure levies. These water rights grant BVE the right to a fixed number of units of water per

share and were purchased by BVE to support their vineyard activities. BVE continues to have the right to use the

water over an indefinite period and therefore the water rights are considered to have an indefinite useful life.

Delegat Limited (Delegat) owns water rights consisting of shares in Lower Waihopai Dam Limited. These water rights

grant Delegat the right to a fixed number of units of water per share and were purchased by Delegat to support their

vineyard activities. Delegat continues to have the right to use the water over an indefinite period and therefore the

water rights are considered to have an indefinite useful life.

Costs incurred in developing systems, acquiring software and licences, are capitalised to software where the

activities create an intangible asset that the Group controls and the intangible asset meets the recognition criteria.

Amortisation of software asset is calculated on a straight-line basis over the useful life of the asset (typically 3 to


10 years). Costs related to Software-as-a-Service arrangements are expensed unless they meet the definition of an

intangible asset.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

74

15. INTANGIBLE ASSETS (CONTINUED)
The movement in the value of intangible assets is summarised as follows:

Year ended 30 June 2022 Water Rights Software Total

$000 $000 $000

Carrying value at 1 July 2021 5,849 1,193 7,042

Additions 311 – 311

Foreign currency translation 168 – 168

Amortisation – (456) (456)

Carrying value at 30 June 2022 6,328 737 7, 0 6 5

At cost 6,328 5,030 11,358

Accumulated amortisation – (4,293) (4,293)

Carrying value at 30 June 2022 6,328 737 7, 0 6 5

Year ended 30 June 2021 Water Rights Software Total

* Restated $000 $000 $000

Carrying value at 1 July 2020 5,436 1,579 7, 0 1 5

Additions 395 117 512

Foreign currency translation 18 – 18

Amortisation – (503) (503)

Carrying value at 30 June 2021 5,849 1,193 7,042


At cost 5,849 5,030 10,879

Accumulated amortisation – (3,837) (3,837)

Carrying value at 30 June 2021 5,849 1,193 7,042



*The financial statements for the year ended 30 June 2021 have been restated for Software-as-a-Service arrangements under NZ IAS 38: Intangible Assets. Refer to Note 1 of

the financial statements.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

75

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
16. LEASES

At the inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is,

or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of

time in exchange for consideration.

The Group applies a single recognition and measurement approach for all leases, except for leases of

low-value assets. The Group applies the low-value assets recognition exemption for its barrel leases.

Payments on the Group’s barrel leases are expensed on a straight line basis over the lease terms. The

Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to

use the underlying assets.

RIGHT-OF-USE ASSETS

The Group recognises right-of-use assets at the commencement date of the lease. Right-of-use assets

are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any

remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities

recognised, initial direct costs incurred, and lease payments made at or before the commencement date,

less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the

shorter of the lease term and the estimated useful lives of the assets. The estimated useful lives of right-of-

use assets are determined on the same basis as those of property, plant and equipment.

LEASE LIABILITY

At the commencement date of the lease, the Group recognises lease liabilities measured at the present

value of lease payments to be made over the lease term. In calculating the present value of lease payments,

the Group uses the interest rate implicit in the lease when readily determinable; if the implicit interest rate is

not readily determinable the Group uses its incremental borrowing rate at the lease commencement date.

After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest

and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured

if there is a modification, a change in the lease term or a change in the lease payments.

Right-of-use asset depreciation and lease liability interest that are directly attributable to bringing new

vineyards to working condition for their intended use are capitalised up until the time the vineyards become

commercially productive. The accumulated amount is then amortised over the remaining lease term.

The Group determines the lease term as the non-cancellable term of the lease, together with any periods

covered by an option to extend the lease if it is reasonably certain to be exercised. When the Group has the

option to extend a lease, management uses its judgement to determine whether or not an option would be

reasonably certain to be exercised. Management considers all facts and circumstances, including its past

practice and any cost that will be incurred to change the asset if an option to extend is not taken, to help

determine the lease term. After the commencement date, the Group reassesses the lease term if there is a

significant event or change in circumstances that is within its control and affects its ability to exercise or not

to exercise the option to renew.

To determine the value of the lease liability, the future lease payments are discounted using the interest

rate implicit in the lease, otherwise the Group’s incremental borrowing rate is used. Implicit interest rates

are present in most of the Group’s vineyard leases. The Group’s incremental borrowing rate is the rate that

the Group would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar

economic environment with similar terms and conditions. The Group is required to revise the discount rate

used if there is a change in the lease term, a change in the assessment of an option to purchase the underlying

asset, a change in future lease payments resulting from a change in an index or a rate used to determine those

payments, or where there is a lease modification that is not accounted for as a separate lease.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

76

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
RIGHT-OF-USE ASSETS

Leases held by the Group include long-term land leases, vineyard improvements and bearer plants, which allow the

Group to access prime viticultural land in the Marlborough and Hawke’s Bay areas. The leases provide the Group

the right of first refusal in the event that the land is put up for sale. Other leases include office building, car and

equipment leases.

a) Reconciliation of Right-of-Use Assets at the Beginning and End of the Year

Year ended 30 June 2022

Freehold Land

and Land

Improvements

Vineyard

Improvements

Bearer PlantsBuildingsPlant and

Equipment

Total

$000 $000 $000 $000 $000 $000

Net book value at 1 July 2021 30,759 11,377 3,743 21,235 4,221 71,335

Additions 26,182 310 98 3,027 1,024 30,641

Disposals – – – – (112) (112)

Foreign currency translation – – – 183 6 189

Depreciation charge (1,592) (706) (229) (2,290) (758) (5,575)

Net book value at 30 June 2022 55,349 10,981 3,612 22,155 4,381 96,478


At cost 81,668 24,272 7,616 33,202 7,187 153,945

Accumulated depreciation (26,319) (13,291) (4,004) (11,047) (2,806) (5 7, 4 6 7 )

Net book value at 30 June 2022 55,349 10,981 3,612 22,155 4,381 96,478


Year ended 30 June 2021

Freehold Land

and Land

Improvements

Vineyard

Improvements

Bearer PlantsBuildingsPlant and

Equipment

Total

$000 $000 $000 $000 $000 $000

Net book value at 1 July 2020 32,088 11,770 3,872 6,106 4,658 58,494

Additions 324 300 95 18,042 378 19,139

Disposals (95) – – (45) (9) (149)

Foreign currency translation – – – (140) 2 (138)

Depreciation charge (1,558) (693) (224) (2,728) (808) (6,011)

Net book value at 30 June 2021 30,759 11,377 3,743 21,235 4,221 71,335


At cost 55,486 23,962 7,518 33,157 7,191 127,314

Accumulated depreciation (24,727) (12,585) (3,775) (11,922) (2,970) (55,979)

Net book value at 30 June 2021 30,759 11,377 3,743 21,235 4,221 71,335


16. LEASES (CONTINUED)

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

77

LEASE LIABILITY
b) Reconciliation of Lease Liability at the Beginning and End of the Year

2022 2021

$000 $000

Balance at beginning of the year 98,703 84,062

Per Statement of Cash Flows:

– Interest Expense 5,729 5,770

– Repayments (10,862) (9,949)

Additions 30,641 19,139

Disposals (112) (155)

Foreign currency translation 224 (164)

Balance at end of the year 124,323 98,703


Current 44,775 4,840

Non-current 79,548 93,863

124,323 98,703


The maturity analysis of lease liabilities is disclosed in Note 2.

c) Other Items

The Group had total cash outflows for leases of $16,310,000 (2021: $15,849,000), this includes an amount of

$5,448,000 (2021: $5,900,000) in relation to leases of low-value assets. Low value asset lease expenses are

expensed on a straight line basis over the lease terms.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

16. LEASES (CONTINUED)

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

78

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
17. INCOME TAX EXPENSE

Current tax assets and liabilities for the current and prior periods are measured as the amount expected

to be recovered from, or paid to, the taxation authorities based on the current period’s taxable income.

The tax rates and tax laws used to compute the amount are those that are enacted or substantively

enacted at the balance sheet date.

Deferred income tax is provided for all temporary differences at the balance sheet date between the

tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred

income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax

credits and unused tax losses, to the extent that it is probable that taxable profit will be available against

which the deductible temporary differences and the carry-forward of unused tax credits and unused tax

losses can be utilised. The carrying amount of deferred income tax assets is reviewed at each balance

sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be

available to allow all, or part of, the deferred income tax asset to be utilised.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to

the year when the asset is realised or the liability is settled, based on the tax rates and tax laws that have

been enacted or substantively enacted at the balance sheet date.

Income taxes relating to items recognised directly in equity are recognised in equity and not in the

statement of financial performance.

Deferred tax assets and liabilities are offset only if a legally enforceable right exists to set off current tax

assets against current tax liabilities, and the deferred tax assets and liabilities relate to the same taxable

entity and the same taxation authority.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

79

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
2022 2021

$000 $000

Restated*

a) Numerical reconciliation between aggregate tax expense

in the statement of financial performance and tax expense

calculated per the statutory income tax rate

Accounting profit before tax 86,154 85,193

At the Group’s statutory income tax rate of 28% (2021: 28%) 24,123 23,854


Tax impact of the following items:

Adjustments in respect of income tax of prior years (571) (63)

Entertainment 79 56

Legal fees 29 26

Non-assessable income (138) (48)

Non-deductible items 9 –

Tax on foreign income due to different tax rates (391) (555)

Income tax expense for the year 23,140 23,270


b) The major components of income tax expense are:

Income tax reported in the statement of financial performance

Estimated current period tax assessment 22,152 22,569

Adjustments in respect of income tax of prior years (571) (63)

Movements in the deferred income tax liability 1,559 764

Income tax expense for the year 23,140 23,270


Income tax reported in the statement of other comprehensive income

Net loss on hedge of net investment (275) (30)

Income tax credited to other comprehensive income (275) (30)


17. INCOME TAX EXPENSE (CONTINUED)

*The financial statements for the year ended 30 June 2021 have been restated for Software-as-a-Service arrangements under NZ IAS 38: Intangible Assets. Refer to Note 1 of

the financial statements.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

80

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
2022 2021

$000 $000

Restated*

c) Deferred income tax at balance sheet date relates to the following:

Capitalised interest 5,559 5,352

Capitalised leases 350 427

Accelerated depreciation of long-term assets 22,413 19,676

Leases ( 7,76 4) ( 7, 6 51)

Fair value adjustments on biological produce 9,954 7,9 9 6

Excess of fair value on acquisition of bearer plants over tax values 8,682 8,682

Provisions (976) (750)

Stock profit eliminations (4,099) (907)

Derivative financial instruments (1,119) (1,175)

Net deferred tax liability 33,000 31,650


Balance at beginning of the year 31,650 30,308

On surplus for year 1,559 764

Adjustments in respect of income tax of prior years (207) 557

Foreign currency translation (2) 21

Balance at end of the year 33,000 31,650

There are no elements of deferred taxes which are reported within equity.

18. IMPUTATION CREDIT ACCOUNT

2022 2021

$000 $000

Balance at beginning of the year 9 7, 9 4 6 84,386

Tax payments 19,545 19,902

Fully imputed dividend paid ( 7, 4 8 1) (6,342)

Balance at end of the year 110,010 97,946

19. COMMITMENTS

The estimated capital expenditure contracted for at 30 June 2022 but not provided for is $25,752,000 (2021:

$18,261,000).

17. INCOME TAX EXPENSE (CONTINUED)

*The financial statements for the year ended 30 June 2021 have been restated for Software-as-a-Service arrangements under NZ IAS 38: Intangible Assets. Refer to Note 1 of

the financial statements.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

81

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
20. RELATED PARTIES

a) Investment in Subsidiaries

Investments in controlled entities are as follows:

Name of EntityPrincipal ActivityCountry of

Incorporation

Ownership Interest %

20222021

Delegat LimitedWinemaking, Sales and

Distribution

New Zealand 100.00 100.00

Delegat Canada LimitedBrand MarketingCanada 100.00 100.00

Delegat Australia Pty LimitedSales and DistributionAustralia 100.00 100.00

Delegat USA, Inc.Sales and DistributionUnited States of

America

100.00 100.00

Delegat Europe LimitedSales and DistributionUnited Kingdom 100.00 100.00

Delegat (Singapore) Pte. LimitedInvestment Holding

Company

Singapore 100.00 100.00

Barossa Valley Estate Pty LimitedWinemakingAustralia 100.00 100.00

Delegat (Shanghai) Trading Co.

Limited

Sales and DistributionChina100.00100.00

The parent company of all subsidiaries is Delegat Group Limited, except for Delegat Europe Limited and Barossa

Valley Estate Pty Limited whose immediate parent company is Delegat Limited, and Delegat (Shanghai) Trading Co.

Limited whose immediate parent company is Delegat (Singapore) Pte. Limited.

All subsidiaries have a 30 June balance date, except for Delegat (Shanghai) Trading Co. Limited which has a


31 December balance date as required by law in China.

b) Key Management Personnel

Details relating to key management personnel, including remuneration paid, are included within Note 21.

c) Related Parties by Virtue of Share Ownership

The following Directors hold the following number of Shares in the Parent20222021

Delegat Share Protection Trust


(Jakov Delegat, Rosamari Delegat and BPM Trustees (DSPT) Limited – Trustees) 6 6 , 8 5 7,14 2 6 6 , 8 5 7,14 2

(2021: Jakov Delegat, Rosamari Delegat and Lord Trustee Limited – Trustees)

The individuals above are considered related parties as a result of their shareholding or by virtue of being considered

a member of key management. During the year, a total of $85,000 (2021: $75,000) was paid to Rosamari Delegat in

her capacity as a Non-Executive Director.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

82

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
d) Transactions with Related Parties who have Significant Influence over Subsidiary Companies

During the period Delegat Australia Pty Limited paid a total of $28,000 (2021: $27,000) to Yaroona Pty Limited. The

payments made to Yaroona Pty Limited were made in Peter Taylor’s capacity as Company Director. Peter Taylor was

considered to be a related party by virtue of his ability to significantly influence the financial and operating policies

of a subsidiary company.

During the year Barossa Valley Estate Pty Limited paid a total of $65,000 (2021: $75,000) to Range Road Estate Pty

Limited, including directors fees of $22,000 (2021: $21,000). The remaining payments made to Range Road Estate

Pty Limited were made in Alan Hoey’s capacity as an independent consultant and under normal terms and conditions.

Alan Hoey was considered to be a related party by virtue of his ability to significantly influence the financial and

operating policies of a subsidiary company.

During the year Delegat Limited paid a total of $6,000 (2021: $4,000) to Camelot Trust Pte. Limited, a company in

which a Director of Delegat (Singapore) Pte. Limited has an interest. The payments made to Camelot Trust Pte.

Limited are made in Anita Chew Peck Hwa’s capacity as Company Director and under normal terms and conditions.

21. KEY MANAGEMENT PERSONNEL

Compensation of Key Management Personnel

Included in the definition of related parties are Key Management Personnel having authority and responsibility for

planning, directing and controlling the activities of the entity either directly or indirectly, including any Director.

Management have assessed the composition of the Key Management and their compensation for the year ended


30 June is presented below:

2022 2021

$000 $000

Short-term employee benefits (including Directors’ fees) 9,195 8,328

Post-employment benefits (including defined contribution pension plan) 327 249

Termination benefits paid 145 380

9,667 8,957


22. EVENTS SUBSEQUENT TO BALANCE SHEET DATE

On 25 August 2022, the Directors of the Parent declared a fully imputed dividend of $20,226,000 (20.0 cents per

Share) to be paid on 14 October 2022.

On 8 June 2022, Delegat Limited exercised a deed of option under a 2002 lease agreement to repurchase the

vineyard from Belvino Investments No.2 Pty Limited for $39.9 million. This 200.5 hectare fully productive vineyard

is located in Marlborough’s Awatere Valley and is a prime viticultural vineyard and an integral part of the Group’s

current grape supply. The transaction was settled on 18 July 2022 and the vineyard was transferred from right-of-use

assets to property, plant and equipment on the date of settlement.

On 18 July 2022, Delegat Limited drew down a new Term Loan facility under the Group’s syndicated Senior Debt

facilities of $39.9 million to finance the purchase of this vineyard. The maturity date of this facility is 31 January 2025.

20. RELATED PARTIES (CONTINUED)

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

83



01


Independent Auditor’s Report

To the Shareholders of Delegat Group Limited

Opinion

We have audited the consolidated financial statements of Delegat Group Limited and

its subsidiaries (the ‘Group’), which comprise the statement of financial position as at

30 June 2022, and the statement of financial performance, statement of other

comprehensive income, statement of changes in equity and statement of cash flows for

the year then ended, and notes to the consolidated financial statements, including a

summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements, on pages 36 to 83,

present fairly, in all material respects, the consolidated financial position of the Group

as at 30 June 2022, and its consolidated financial performance and cash flows for the

year then ended in accordance with New Zealand Equivalents to International Financial

Reporting Standards

(‘NZ IFRS’) and International Financial Reporting Standards (‘IFRS’).

Basis for opinion We conducted our audit in accordance with International Standards on Auditing (‘ISAs’)

and International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities

under those standards are further described in the Auditor’s Responsibilities for the

Audit of the Consolidated Financial Statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.


We are independent of the Company in accordance with Professional and Ethical

Standard 1 International Code of Ethics for Assurance Practitioners (including

International Independence Standards) (New Zealand) issued by the New Zealand

Auditing and Assurance Standards Board and the International Ethics Standards Board

for Accountants’ International Code of Ethics for Professional Accountants (including

International Independence Standards), and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

Other than in our capacity as auditor and the provision of taxation advice, we have no

relationship with or interests in the Company or any of its subsidiaries. These services

have not impaired our independence as auditor of the Company and Group

.

Audit materiality

We consider materiality primarily in terms of the magnitude of misstatement in the

financial statements of the

Group that in our judgement would make it probable that

the economic decisions of a reasonably knowledgeable person would be changed or

influence

d (the ‘quantitative’ materiality). In addition, we also assess whether other

matters that come to our attention during the audit would in our judgement change or

influence the decisions of such a person (the ‘qualitative’ materiality). We use

materiality

both in planning the scope of our audit work and in evaluating the results of

our work.

Key audit matters Key audit matters are those matters that, in our professional judgement, were of most

significance in our audit of the

consolidated financial statements of the current period.

These matters were addressed in the context of our audit of the consolidated financial

statements as a whole, and in forming our opinion thereon, and we do not provide a

separate opinion on these matters.





INDEPENDENT AUDITOR’S REPORT

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

84


02





Key audit matter How our audit addressed the key audit matter

Revenue Recognition – Rebates & Promotional

Allowances accruals

Revenue is recognised net of volume discounts, other

rebates and various other payments to customers for

promotional support. Volume discounts and rebates not

invoiced at reporting date are estimated based on

agreements with customers and estimated depletions

during the period.

As disclosed in note 3, the value of the rebates and

promotional allowances accruals at 30 June 2022 was

$21.5m (2021: $18.1m).

The value of rebates and promotional allowances

accruals as at 30 June 2022 is a key audit matter due to

the high levels of judgement involved in the calculation

of the accruals as management must estimate the level

of achievement of future targets by customers in order to

calculate the level of rebates and promotional allowances

that will be incurred.



In order to respond to the significant judgement in estimating

the rebates and promotional expenses accruals we:

• held discussions with management to understand the

process and models for estimating the rebates and

promotional allowances accruals;

• evaluated the design and tested the operating

effectiveness of relevant controls over the rebates and

promotional allowances accruals and associated revenue

recognition;

• performed a look-back analysis comparing previous

rebates and promotional allowances accruals to the

actual cost incurred; and

• obtained management’s calculation of the 30 June 2022

rebates and promotional allowances accruals, checked

the calculation for mathematical accuracy and agreed to

supporting evidence on a sample basis.


Other information


The directors are responsible on behalf of the Group for the other information. The

other information comprises the information in the Annual Report that accompanies

the consolidated financial statements and the audit report.

Our opinion on the consolidated financial statements does not cover the other

inf

ormation and we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and consider whether it is materially

inconsistent with the consolidated financial statements or our knowledge obtained in

the audi

t or otherwise appears to be materially misstated. If so, we are required to

report that fact. We have nothing to report in this regard.

Directors’ responsibilities for the

consolidated financial statements

The directors are responsible on behalf of the Group for the preparation and fair

presentation of the consolidated financial statements in accordance with NZ IFRS and

IFRS, and for such internal control as the directors determine is necessary to enable the

preparation of consolidated financial statements that are free from material

misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible on

behalf of the Group for assessing the Group’s ability to continue as a going concern,

disclosing, as applicable, matters related to going concern and using the going concern

basis of accounting unless the directors eith

er intend to liquidate the Group or to cease

operations, or have no realistic alternative but to do so.




01


Independent Auditor’s Report

To the Shareholders of Delegat Group Limited

Opinion

We have audited the consolidated financial statements of Delegat Group Limited and

its subsidiaries (the ‘Group’), which comprise the statement of financial position as at

30 June 2022, and the statement of financial performance, statement of other

comprehensive income, statement of changes in equity and statement of cash flows for

the year then ended, and notes to the consolidated financial statements, including a

summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements, on pages 36 to 83,

present fairly, in all material respects, the consolidated financial position of the Group

as at 30 June 2022, and its consolidated financial performance and cash flows for the

year then ended in accordance with New Zealand Equivalents to International Financial

Reporting Standards (‘NZ IFRS’) and International Financial Reporting Standards (‘IFRS’).


Basis for opinion We conducted our audit in accordance with International Standards on Auditing (‘ISAs’)

and International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities

under those standards are further described in the Auditor’s Responsibilities for the

Audit of the Consolidated Financial Statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

We are independent of the Company in accordance with Professional and Ethical

Standard 1 International Code of Ethics for Assurance Practitioners (including

International Independence Standards) (New Zealand) issued by the New Zealand

Auditing and Assurance Standards Board and the International Ethics Standards Board

for Accountants’ International Code of Ethics for Professional Accountants (including

International Independence Standards), and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

Other than in our capacity as auditor and the provision of taxation advice, we have no

relationship with or interests in the Company or any of its subsidiaries. These services

have not impaired our independence as auditor of the Company and Group.


Audit materiality

We consider materiality primarily in terms of the magnitude of misstatement in the

financial statements of the Group that in our judgement would make it probable that

the economic decisions of a reasonably knowledgeable person would be changed or

influenced (the ‘quantitative’ materiality). In addition, we also assess whether other

matters that come to our attention during the audit would in our judgement change or

influence the decisions of such a person (the ‘qualitative’ materiality). We use

materiality both in planning the scope of our audit work and in evaluating the results of

our work.

Key audit matters Key audit matters are those matters that, in our professional judgement, were of most

significance in our audit of the consolidated financial statements of the current period.

These matters were addressed in the context of our audit of the consolidated financial

statements as a whole, and in forming our opinion thereon, and we do not provide a

separate opinion on these matters.




INDEPENDENT AUDITOR’S REPORT CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

85


03





Auditor’s responsibilities for the

audit of the consolidated financial

statements

Our objectives are to obtain reasonable assurance about whether the consolidated

financial statements as a whole are free from material misstatement, whether due to

fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable

assurance is a high level of assurance, but is not a guarant

ee that an audit conducted in

accordance with ISAs and ISAs (NZ) will always detect a material misstatement when it

exists. Misstatements can arise from fraud or error and are considered material if,

individually or in the aggregate, they could reasonably

be expected to influence the

economic decisions of users taken on the basis of these consolidated financial

statements.


A further description of our responsibilities for the audit of the consolidated financial

statements is located on the External Reportin

g Board’s website at:

https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-

responsibilities/audit-report-1

This description forms part of our auditor’s report.

Restriction on use


This report is made solely to the Company’s shareholders, as a body. Our audit has

been undertaken so that we might state to the Company’s shareholders those matters

we are

required to state to them in an auditor’s report and for no other purpose. To the

fullest extent permitted by law, we do not accept or assume responsibility to anyone

other than the Company’s shareholders as a body, for our audit work, for this report, or

for the opinions we have formed.







Andrew Dick, Partner

for Deloitte Limited

Auckland, New Zealand

25 August 2022



INDEPENDENT AUDITOR’S REPORT CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

86


03





Auditor’s responsibilities for the

audit of the consolidated financial

statements

Our objectives are to obtain reasonable assurance about whether the consolidated

financial statements as a whole are free from material misstatement, whether due to

fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable

assurance is a high level of assurance, but is not a guarantee that an audit conducted in

accordance with ISAs and ISAs (NZ) will always detect a material misstatement when it

exists. Misstatements can arise from fraud or error and are considered material if,

individually or in the aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of these consolidated financial

statements.

A further description of our responsibilities for the audit of the consolidated financial

statements is located on the External Reporting Board’s website at:

https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-

responsibilities/audit-report-1

This description forms part of our auditor’s report.

Restriction on use


This report is made solely to the Company’s shareholders, as a body. Our audit has

been undertaken so that we might state to the Company’s shareholders those matters

we are

required to state to them in an auditor’s report and for no other purpose. To the

fullest extent permitted by law, we do not accept or assume responsibility to anyone

other than the Company’s shareholders as a body, for our audit work, for this report, or

for the opinions we have formed.







Andrew Dick, Partner

for Deloitte Limited

Auckland, New Zealand

25 August 2022



CORPORATE GOVERNANCE STATEMENT

CORPORATE GOVERNANCE

Delegat Group Limited (“the Group”) is committed to maintaining the highest standards of governance by

adopting and implementing best practice structures and policies. This Corporate Governance Statement sets

out the corporate governance policies, practices, and processes adopted and followed by the Group (including

the guiding principles, authority, responsibilities, membership and operation of the Board of Directors) as at

25 August 2022 and has been approved by the Board.

The best practice principles (and underlying recommendations) which the Group has had in regard to determining

its governance approach are the principles set out in the NZX Corporate Governance Code 2017 (‘NZX Code’).

The Board’s view is that the Group’s corporate governance policies, practices and processes generally follow the

recommendations of the NZX Code. This Corporate Governance Statement includes disclosure of the extent to

which the Group has followed each of the recommendations in the NZX Code (or where applicable, an explanation

as to why a recommendation was not followed and any alternative practice followed in lieu of the recommendation).

The Group is a company incorporated in New Zealand and listed on the NZX Main Board. Further information

about the Group’s corporate governance framework (including the Board and Board Committee charters, and

codes and selected policies referred to in this section) is available on the Group’s website at www.delegat.com,

under the Investor Relations section.

PRINCIPLE 1 – CODE OF ETHICAL BEHAVIOUR

Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for

these standards being followed throughout the organisation.

CODE OF ETHICS AND RELATED POLICIES

Recommendation 1.1: The board should document minimum standards of ethical behaviour to which the

issuer’s directors and employees are expected to adhere (a code of ethics).

The Group expects its Directors, senior management and employees to maintain the highest standards of

honesty, integrity and ethical conduct in day to day behaviour and decision making. The Board has adopted a

Code of Ethics which incorporates the requirements set out in Recommendation 1.1, forms part of the induction

process for all new employees and is available on the Group’s website. All Directors, senior management and

employees must provide acknowledgement that they have read and understood the content.

Delegat Group operates a phone service which can be used by Delegat Group’s personnel to report suspected

unacceptable, unethical or illegal behaviour in the workplace.

In addition, the Group has a Modern Slavery Policy, which provides for a zero-tolerance approach to all forms of

forced labour, including modern forms of slavery and any form of human trafficking within our supply chain.

FINANCIAL PRODUCTS TRADING POLICY

Recommendation 1.2: An issuer should have a financial product dealing policy which applies to employees

and directors.

The Financial Products Trading Policy sets out the Group’s requirements for all Directors and employees in

relation to trading the Group’s shares and is available on the Group’s website. This policy incorporates all trading

restraints. In general, Directors and employees are allowed to trade in the Group shares during two ‘trading

windows’. Trading windows commence on the day after the half-year and full-year results are announced to the

market and close on the respective half-year and full-year balance date, which typically means an ‘open period’ of

approximately 120 days. Trading outside these windows is generally prohibited. Proposed transactions by Directors

and employees during the trading windows require approval from the Chairman of the Audit and Risk Committee.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

87

CORPORATE GOVERNANCE STATEMENT CONTINUED
FINANCIAL PRODUCTS TRADING POLICY (CONTINUED)

The policy also provides that no Directors or employees can trade shares if they are in possession of price

sensitive information that is not publicly available. In addition, through our share registry, Computershare

Investor Services Limited, we actively monitor trading in Delegat Group Limited shares by senior personnel.

PRINCIPLE 2 – BOARD COMPOSITION AND PERFORMANCE

To ensure an effective board, there should be a balance of independence, skills, knowledge, experience and

perspectives.

BOARD CHARTER

Recommendation 2.1: The board of an issuer should operate under a written charter which sets out the roles

and responsibilities of the board. The board charter should clearly distinguish and disclose the respective

roles and responsibilities of the board and management.

The Board has adopted a formal Board Charter which sets out the respective roles, responsibilities, composition

and structure of the Board and senior management, and this is available on the Group’s website. The Board is

responsible for the direction and control of the Group’s activities and acknowledges the need for the highest

standard of corporate governance. The responsibility includes such areas of stewardship as the identification

and control of the Group’s business risks, the integrity of management systems and reporting to Shareholders.

The primary objective of the Board is to build long-term Shareholder value, with due regard to other stakeholder

interests. It does this by adopting the strategic plans, objectives and policies that have been set for the Group

by the Managing Director, together with senior management. Responsibility for day-to-day management of

the Group has been delegated to the Managing Director and other members of senior management, to deliver

effective execution of the strategic plans and manage the daily affairs of the Group. The Managing Director

reports regularly to the Board on Group performance, as well as the progress being made against the strategic

plans. Management is responsible for implementing the objectives and strategies approved by the Board, within

the ambit of risk set by the Board.

NOMINATION AND APPOINTMENT OF DIRECTORS

Recommendations 2.2 and 2.3: Every issuer should have a procedure and appointment of directors to the

board. An issuer should enter into written agreements with each newly appointed director establishing the

terms of the appointment.

The Board collectively considers the nominations of Directors. In doing this, the Board’s procedure involves

careful consideration of the composition of the Board in relation to the Group’s needs and operating environment

to ensure relevant skills and experience. This also applies to the consideration of additional or replacement

Directors, subject to the constitutional limitation on the number of Directors. In so doing, as noted, the priority

must be on ensuring the skills, experience and diversity on the Board, and the skills that are necessary or

desirable for the Board to fulfil its governance role and to contribute to the long-term strategic direction of the

Group. The Board may engage consultants to assist in the identification, recruitment and appointment of suitable

candidates.

When appointing new Directors, the Board ensures that the constitutional requirements in respect of Directors

will continue to be satisfied. There must be at least three and no more than nine, at least two Directors must

be resident in New Zealand and, while the Company is listed, at least two Directors must be determined by the

Board to be independent. Each director receives a letter formalising his or her appointment. That letter outlines

the key terms and conditions of his or her appointment, including Delegat Group’s expectations of the role of

director, and is required to be countersigned confirming agreement.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

88

CORPORATE GOVERNANCE STATEMENT CONTINUED
NOMINATION AND APPOINTMENT OF DIRECTORS (CONTINUED)

The NZX Listing Rules and the Group’s Constitution requires that all Directors stand for re-election at the Annual

Meeting of Shareholders within three years of last being elected. Directors may be appointed by the Board to

fill vacancies, but they are then subject to re-election at the next Annual Meeting of Shareholders. In addition

to Directors retiring by rotation, and eligible for re-election, nominations may be made by Shareholders. All new

Directors will enter into a written agreement with the Group setting out the terms of their appointment.

DIRECTORS

Recommendation 2.4: Every issuer should disclose information about each director in its annual report or on

its website, including a profile of experience, length of service, independence and ownership interests and

director attendance at board meetings.

The Board currently comprises seven Directors; five Non-Executive and two Executive Directors. The Board has

considered which of its Directors are deemed to be independent for the purposes of the NZX Listing Rules and has

determined that as at 25 August 2022, three Directors were independent Directors, including the Chair of the Audit

and Risk Committee and the Chair of the Remuneration Committee. As at 25 August 2022, the Directors are:

Jakov (Jim) Delegat Executive Appointed in April 2006

Rosemari (Rose) Delegat Non-Executive Appointed in April 2006

Steven Carden Executive Appointed in January 2022

Graeme Lord Non-Executive Appointed in July 2020

Phillipa Muir Independent Appointed in August 2020

Dr Alan Jackson Independent Appointed in October 2012

Gordon Macleod Independent Appointed in February 2022

A profile of experience for each Director is available on the Group’s website and included in the Annual Report on

pages 33 through 34.

D I V E R S I T Y

Recommendation 2.5: An issuer should have a written diversity policy which includes requirement for the

board or a relevant committee of the board to set measurable objectives for achieving diversity (which, at

a minimum, should address gender diversity) and to assess annually both the objectives and the entity’s

progress in achieving them. The issuer should disclose the policy or a summary of it.

The Group values diversity and our workforce, including potential employees, come from all walks of life. Every

individual is unique, having different skills and experiences. People come from many cultures and backgrounds,

along with a wide range of other personal attributes including gender, age, culture, disability (mental, learning,

physical), economic background, language(s) spoken, marital/partnered status, race, religious beliefs and

sexual orientation. The Group has a commitment to attracting, selecting, developing and retaining the most

suitable employees from this diverse range of attributes. Delegat values diversity of thought across all levels of

the business to support quality decision making, innovation and ultimately have a positive impact on business

performance. The Group’s Diversity and Inclusion Policy is available on the Group’s website.

A breakdown of the gender composition of the Group is:

2022Global

Sales

%Viticulture%Winemaking,

Bottling and

Warehousing

%Management

and Admin

%Tot a l%

Female8157%2537%3429%4961%18944%

Male6243%6973%8371%3139%24556%

1439411780434

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

89

CORPORATE GOVERNANCE STATEMENT CONTINUED
DIVERSITY (CONTINUED)

2021Global

Sales

%Viticulture%Winemaking,

Bottling and

Warehousing

%Management

and Admin

%Tot a l%

Female8057%2021%4233%4873%19044%

Male6043%7479%8567%1827%23756%

1409412766427

A breakdown of the gender composition of Directors and senior management at the Group’s balance date is:

% Female (Number) % Male (Number)

2022 2021 2022 2021

Directors 29% (2) 40% (2) 71% (5) 60% (3)

Senior management 28% (5) 28% (5) 72% (13) 72% (13)

The Board and management recognise that diversity, equity and inclusion activities can enhance organisational

culture. Enabling employees to feel they can be themselves at work, perform at their best and fully participate in

the workplace with a sense of belonging.

The Group has in place a formal diversity plan focused on three areas:

• Commit – to equity at all levels of the business and commit to increasing diversity in homogenous teams and

management positions.

• Cultivate – an inclusive organisational culture where all leaders and managers feel a shared responsibility to

cultivate inclusivity.

• Measure – diversity and inclusion impact and report on progress.

During the year under review, the Group has made progress against this plan, specifically:

• Group wide Diversity, Equity and Inclusion training available on Delegat’s Learning Management System;

• Diversity and Inclusion champions identified, and Diversity and Inclusion committees formed in all countries

Delegat operates in; and

• Review of Diversity data and commitment to increase gender diversity in management and leadership positions.

The Board has approved the 2023 work plan and are satisfied with the rate of progress to date on group wide

initiatives.

DIRECTOR TRAINING

Recommendation 2.6: Directors should undertake appropriate training to remain current on how to best

perform their duties as directors of an issuer.

The Board expects all Directors to be members of the Institute of Directors and to undertake continuous

education to remain current on how to best perform their responsibilities and keep abreast of changes and trends

in economic, political, social, financial and legal climates and governance practices. The Board also ensures that

new Directors are appropriately introduced to management and the business, that all Directors are updated

on relevant industry and Group issues and receive copies of appropriate Group documents to enable them to

perform their roles. The Board visits each of the Group’s main operational areas by rotation annually, to observe

first-hand the safety and other management practices and business responses to issues.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

90

CORPORATE GOVERNANCE STATEMENT CONTINUED
BOARD EVALUATION

Recommendation 2.7: The board should have a procedure to regularly assess director, board and committee

performance.

The Chairman of the Board leads a biannual performance review and evaluation of the performance of the

Directors, the Board as a whole, and of the Board committees against the Board and committee charters,

including seeking Directors’ views relating to Board and committee process, efficiency and effectiveness. All

Non-Executive Directors are expected to participate in performance reviews, particularly prior to the re-election

of a Non-Executive Director to the Board. The findings of the performance review process are used to identify,

assess and enhance Directors’ competencies and to define characteristics or skills which should be sought in

future Board candidates.

DIRECTOR INDEPENDENCE

Recommendations 2.8 and 2.9: A majority of the board should be independent directors. An issuer should

have an independent chair of the board. If the chair is not independent, the chair and the CEO should be

different people.

The Board currently comprises seven Directors, three of whom are deemed “independent” according to the NZX

Code. The Board recognises this divergence from the Code that for best practice a majority of board members

will be independent. With respect to Director composition and given the various operating environments of the

Group and its needs, the Board considers that the profile offered by each Director, and all Directors collectively,

provides appropriate experience, skill and diversity to meet its governance responsibilities. In looking to future

board appointments the Board is committed to achieving compliance with the Code and will, when appropriate,

propose suitable or additional nominees. The Board is of the view that the divergence has not interfered with the

Directors’ capacity to provide independent judgements in fulfilling their responsibilities.

The Board Charter is explicit in that the Chairman and Managing Director roles are separate.

PRINCIPLE 3 – BOARD COMMITTEES

The board should use committees where this will enhance its effectiveness in key areas, while still retaining board

responsibility.

AUDIT AND RISK COMMITTEE

Recommendation 3.1: An issuer’s audit committee should operate under a written charter. Membership on

the audit committee should be majority independent and comprise solely of non-executive directors of the

issuer. The chair of the audit committee should be an independent director and not the chair of the board.

The Audit and Risk Committee operates under a written Charter, and this is available on the Group’s website.

As at 30 June 2022 the Audit and Risk Committee comprised Gordon Macleod (Chair), Graeme Lord and Phillipa

Muir, the Committee meets at least four times during the year, and more frequently if required. The Audit and Risk

Committee is responsible for the framework of internal control mechanisms that ensure proper management of

the Group’s affairs. These controls including the safeguarding of assets, maintaining proper accounting records,

complying with legislation, ensuring the reliability of financial information, and assessing and reviewing business

operational risks. The committee advises and assists the Board in discharging its responsibility with respect to

financial reporting, tax planning, compliance and risk management practices of the Group.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

91

AUDIT AND RISK COMMITTEE (CONTINUED)
Recommendation 3.2: Employees should only attend audit committees at the invitation of the audit

committee.

The Managing Director and Chief Financial Officer attend Audit and Risk Committee meetings at the invitation

of the Audit and Risk Committee. The Audit and Risk Committee may invite any senior management member to

present on their respective function or a particular subject matter that is relevant in the committee considering

the Group’s compliance or risk management practices. The Group’s external auditor also attends meetings at

the committee’s invitation. The Audit and Risk Committee receives feedback from the external auditor (without

management present), concerning any matters that arise in connection with the audit and performance of

management’s roles.

REMUNERATION COMMITTEE

Recommendation 3.3: An issuer should have a remuneration committee which operates under a written

charter (unless this is carried out by the whole board). At least a majority of the remuneration committee

should be independent directors. Management should only attend remuneration committees at the invitation

of the remuneration committee.

The Remuneration Committee operates under a written Charter, and this is available on the Group’s website.

As at 30 June 2022 the Remuneration Committee comprised Phillipa Muir (Chair), Gordon Macleod and

Graeme Lord. The Committee meets at least three times during the year, and more frequently if required. The

Remuneration Committee assists the Board in discharging its responsibilities with respect to the remuneration

and performance of the Managing Director and other senior management, remuneration of Directors, human

resources policy and strategy and succession planning. The Committee also monitors and reports on general

trends and proposals concerning employment conditions and remuneration. The Managing Director and Group

People and Culture Manager attend Remuneration Committee meetings at the invitation of the Remuneration

Committee.

NOMINATION COMMITTEE

Recommendation 3.4: An issuer should establish a nomination committee to recommend director

appointments to the board (unless this is carried out by the whole board), which should operate under a

written charter. At least a majority of the nomination committee should be independent directors.

The Board does not operate a separate Nomination Committee as Director appointments are considered by the

Board as a whole. The Board’s procedure for the nomination and appointment of Directors is summarised under

Principle 2 above (under the heading “Nomination and Appointment of Directors”).

OVERVIEW OF BOARD COMMITTEES

Recommendation 3.5: An issuer should consider whether it is appropriate to have any other board committees

as standing board committees. All committees should operate under written charters. An issuer should

identify the members of each of its committees, and periodically report member attendance.

The Board does not operate any other committees apart from the Audit and Risk Committee and the Remuneration

Committee. The Group has considered whether any other standing Board committees are appropriate and has

determined the existing committee structure is appropriate for meeting governance obligations. Each committee

operates under a charter which is available on the Group’s website. Committee members are appointed from

members of the Board and membership is reviewed on an annual basis. Any recommendation made by the

committee is typically submitted to the Board for formal approval. The Managing Director and relevant key

executives are invited to attend committee meetings as appropriate.

CORPORATE GOVERNANCE STATEMENT CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

92

ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
For the year ended 30 June 2022

BoardAudit and RiskRemuneration

Number of meetings held666

AttendedAttendedAttended

Jim Delegat6

Rose Delegat6

Graeme Lord656

Phillipa Muir666

Dr Alan Jackson653

Gordon Macleod323

Steven Carden3

TAKEOVER PROTOCOLS

Recommendation 3.6: The board should establish appropriate protocols that set out the procedures to be

followed if there is a takeover offer for the issuer including any communications between insiders and the

bidder. The board should disclose the scope of independent advisory reports to shareholders. These protocols

should include the option of establishing an independent takeover committee, and the likely composition

and implementation of an independent takeover committee.

Given the Group’s shareholding structure, with the largest Shareholder being the Delegat Share Protection Trust

(a related party), the Board considers the likelihood of an unanticipated takeover to be low, and so the Board, in

the event of a takeover offer, has agreed that a Takeover Response Committee would be convened comprising

Independent Directors. That committee would consider the Group’s actions in relation to the takeover offer,

including seeking appropriate legal, financial and strategic advice, complying with takeover regulation (including

the appointment of an independent advisor under the Takeovers Code and the preparation of a Target Company

Statement) and determining what additional information (if any) would be provided by the Group to the bidder.

PRINCIPLE 4 – REPORTING AND DISCLOSURE

The board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of

corporate disclosures.

The Board is committed to timely, accurate and meaningful reporting of financial and non-financial information.

CONTINUOUS DISCLOSURE

Recommendation 4.1: An issuer’s board should have a written continuous disclosure policy.

As a listed company there is an imperative for the Group to ensure the market is appropriately informed and

Delegat is committed to ensuring that all of our shareholders have timely access to full and accurate material

information about the Group. The Group has a Continuous Disclosure Policy, and this is available on the Group’s

website. The purpose of this policy is to ensure the Group complies with its continuous disclosure obligations

by ensuring timely, accurate and complete information is provided to all Shareholders and market participants.

Directors formally consider at each Board meeting whether there is relevant material information which should

be disclosed to the market.

CORPORATE GOVERNANCE STATEMENT CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

93

CHARTERS AND POLICIES
Recommendation 4.2: An issuer should make its code of ethics, board and committee charters and the policies

recommended in the NZX Code, together with other key governance documents, available on its website.

Information about the Group’s corporate governance framework (including Code of Ethics, Board and Committee

charters, and other selected key governance codes and policies) is available to view on the Group’s website.

FINANCIAL AND NON-FINANCIAL REPORTING

Recommendation 4.3: Financial reporting should be balanced, clear and objective. An issuer should provide

non-financial disclosure at least annually, including considering environmental, economic and social

sustainability factors and practices. It should explain how operational or non-financial targets are measured.

Non-financial reporting should be informative, including forward looking assessments, and align with key

strategies and metrics monitored by the board.

FINANCIAL REPORTING

The Audit and Risk Committee is accountable to the Board for the recommendations of the external auditors,

Deloitte, directing and monitoring the audit function and reviewing the adequacy and quality of the annual audit

process. This includes receiving reports on the Group’s internal information system control environment. The

Committee oversees the quality and integrity of external financial reporting including the accuracy, completeness

and timeliness of financial statements, and ensuring the financial reporting is balanced, clear and objective. It

reviews annual and half year financial statements and makes recommendations to the Board concerning the

application of accounting policies and practices, areas of judgement, compliance with accounting standards,

stock exchange and legal requirements, and the results of the external audit.

Management’s accountability for the Group’s financial reporting is reinforced by the written confirmation from

the Managing Director and Chief Financial Officer that, in their opinion, financial records have been properly

maintained and that the financial statements comply with the appropriate accounting standards and give a true

and fair view of the financial position and performance of the Group. Such representations are given based on a

sound system of risk management and internal control which is operating effectively in all material respects in

relation to financial reporting risk.

NON-FINANCIAL REPORTING

The Group assesses its exposure to environmental, economic and social sustainability as part of the overall

framework for managing risk (see Principle 6 – Risk Management). The Group is committed to improving

standards of environmental performance to enable a more efficient and sustainable future. Accordingly, the

Group follows long standing practices regarding management of environmental factors affecting the business,

including strategies relating to water conservation, viticulture management, sustainable winegrowing practices

and wetland preservation initiatives.

The Group has remained focused on the development of measurable initiatives in respect to three key areas;

inclusion, people and climate change. Each of these areas is key to supporting a value based organisation which

focuses on harnessing the passion of people who are intent on personal achievement and growth.

Sustainability in all its forms remains a priority for the Group, reflecting the strong leadership role the Group plays

in the practice of sustainable winegrowing and wine production. As a leader in the New Zealand wine industry

and as a founding member since 2002 of Sustainable Winegrowing New Zealand (SWNZ), the Group takes its

responsibilities to respect and protect the environment very seriously.

CORPORATE GOVERNANCE STATEMENT CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

94

NON-FINANCIAL REPORTING (CONTINUED)
Utilising a sustainability framework that covers three main areas, building a resilient business (covering climate

risk and greenhouse gas emissions); fostering healthy communities (covering health, safety and wellbeing,

diversity and inclusion); and producing sustainable wine (covering biodiversity, packaging and waste, and

sustainable growing and production), the Group has a range of initiatives helping drive positive environmental

and social outcomes across the business. For example, a significant amount of work is under way to achieve

achieve Toitu Envirocare carbon reduce certification. The Group has also been working on its health, safety and

wellbeing performance for all its people around the world, and has specific programmes identifying opportunities

for improvements in diversity and inclusion in the Group.

The Group applies many of these same sustainable growing practices in the Barossa Valley, again as a leader

of sustainable winegrowing practices within the Australian wine industry. Over the coming year the Group will

be using the Task Force on Climate-related Financial Disclosures (TCFD) framework, which covers governance,

strategy, risk management, metrics and targets to enhance its climate risk programme. The company’s

Sustainability and Climate Change Steering Group reports progress to the Delegat Board on a regular basis

against milestones established under the Group’s Sustainability Strategy, approved by the Board in April 2022.

PRINCIPLE 5 – REMUNERATION

The remuneration of directors and executives should be transparent, fair and reasonable.

DIRECTORS’ REMUNERATION

Recommendation 5.1: An issuer should recommend director remuneration to shareholders for approval in a

transparent manner. Actual director remuneration should be clearly disclosed in the issuer’s annual report.

REMUNERATION – EXECUTIVE CHAIRMAN AND MANAGING DIRECTOR

The criteria for reviewing the remuneration for Executive Directors includes, as appropriate, advice obtained

from external independent consultants, specific market comparison of roles using independent surveys,

consideration of role expectations and requirements, and level of achievement against business and personal

objectives.

REMUNERATION – NON-EXECUTIVE DIRECTORS

Remuneration levels are set at competitive levels to attract and retain appropriately qualified Directors.

The Group’s policy is to pay its Directors in cash. The fees of the Non-Executive Directors are set within the

aggregate amount determined by Shareholders by a resolution. The criteria for reviewing Non-Executive

Director remuneration includes obtaining advice from external consultants as appropriate, information on Board

arrangements for other corporations of similar size and complexity, and the review of current and expected

workloads (including as Chairman of the Board Committees). The NZX Listing Rules require that the Shareholders

approve the total aggregate amount payable to all Directors as Directors’ fees. Approval was last sought in 2021,

when the pool limit was set at $495,000 per annum. Director remuneration is included in the Annual Report on

page 102.

CORPORATE GOVERNANCE STATEMENT CONTINUED

NON-FINANCIAL REPORTING (CONTINUED)

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

95

REMUNERATION POLICY
Recommendation 5.2: An issuer should have a remuneration policy for remuneration of directors and officers,

which outlines the relative weightings of remuneration components and relevant performance criteria.

The Group has adopted a Remuneration Policy which sets out the remuneration principles that apply to all Non-

Executive Directors and all employees including senior management, to ensure that remuneration practices

are fair and appropriate, and that there is a clear link between remuneration and performance. The Group

is committed to applying fair and equitable remuneration and reward practices in the workplace, taking into

account internal and external relativity, the commercial environment, the ability to achieve the Group’s business

objectives and the creation of Shareholder value. Under the Group’s remuneration practices, job size relative to

the relevant competitive market for talent, as well as individual performance against defined key performance

objectives, are key considerations in all remuneration-based decisions.

EMPLOYEE REMUNERATION

The number of employees and former employees within the Group receiving remuneration and benefits above

$100,000 relating to the year ended 30 June 2022 is included in the Annual Report on page 105.

MANAGING DIRECTOR (CHIEF EXECUTIVE OFFICER) REMUNERATION

Recommendation 5.3: An issuer should disclose the remuneration arrangements in place for the CEO in its

annual report. This should include disclosure of the base salary, short-term incentives and the performance

criteria used to determine performance based payments.

The remuneration of the Managing Director for the year ended 30 June 2022 is included in the Annual Report on

page 102.

The remuneration of the Managing Director comprises both a fixed and variable performance component. Fixed

remuneration includes a base salary, contributions to superannuation, wine and phone allowances. The Acting

Managing Director and Managing Director did not receive a variable performance incentive this financial year.

SENIOR MANAGEMENT

The Group’s senior management is appointed by the Managing Director. Senior management’s sales executives’

key performance objectives are comprised of specific Group financial objectives along with business related

individual objectives. Establishing and monitoring these key performance objectives is undertaken annually by

the Managing Director, recommending them to the Remuneration Committee, for approval. The performance

of the sales executives against these key performance objectives is evaluated annually and serves as a key

determinant of any short-term incentive scheme values and payments.

SHORT-TERM INCENTIVE PAYMENTS

Short-term incentive payments are at risk cash payments designed to motivate and reward for short-term (within

each financial year) performance. The target value of a short-term incentive payment is set by the Managing

Director with a specified dollar potential available to each participant in the scheme. The target areas for all

employees who are entitled to a short-term incentive payment are set based on a combination of Group financial

performance and specific targets relative to the employee’s area of responsibility and individual goals. The

weightings applied to each of the target areas will be generally consistent throughout the Group for roles entitled

to a short-term incentive payment, but may vary depending on specific areas of focus as determined by the

Managing Director. The Remuneration Committee approves senior management short-term incentive payments

and the Managing Director approves the short-term incentive payments to be made to sales employees at the

end of the financial year and approves the sales employee’s targets for the following year.

CORPORATE GOVERNANCE STATEMENT CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

96

PRINCIPLE 6 – RISK MANAGEMENT
Directors should have a sound understanding of the material risks faced by the issuer and how to manage them.


The board should regularly verify that the issuer has appropriate processes that identify and manage potential and

material risks.

RISK MANAGEMENT

Recommendation 6.1: An issuer should have a risk management framework for its business and the issuer’s

board should receive and review regular reports. An issuer should report the material risks facing the business

and how these are being managed.

Risk management is an acknowledged important factor in corporate governance. The Board is responsible for

the Group’s risk assessment, management and internal control and considers it has carried out a robust risk

assessment process. The Board has identified a number of risks in the Group’s operations that are commonly

faced by other entities in the industry in which the Group operates. The Board and management of the Group

considers they have taken all reasonable steps to manage and mitigate these risks.

In viticulture the issues of weather, disease and pest control are an ongoing management activity. Viticultural

techniques are in place and in practice which the Board and management considers effectively mitigate this risk.

Brand reputation and brand security are identified risks that are the subject of ongoing surveillance, and

techniques and practices are in place which the Board and management considers mitigate this risk effectively.

Supply chain risk is monitored, and the Group has identified a range of suppliers operating in different jurisdictions

to mitigate the risk of the loss of a single supplier.

Technology risk, particularly in relation to hacking or illegal access to systems, is managed through a dedicated

information technology department, along with external consultants which the Board and management consider

mitigate this risk effectively. The Audit and Risk Committee regularly receives technology control finding updates.

Information reporting includes updates about the status of previously raised items, fraud risk management,

cyber risks and security monitoring, access governance and vendor management reviews, along with the latest

assessment of evolving risk matters for consideration.

The Managing Director, together with senior management, meets regularly on risk assessment affecting the

business and maintain a risk matrix which is used to monitor and mitigate these risks. A risk matrix measures

the impact of the risk and likelihood of occurrence and is provided to the Audit and Risk Committee and Board

annually. The Group maintains insurance policies that it considers adequate to meet insurable risks.

HEALTH AND SAFETY

Recommendation 6.2: An issuer should disclose how it manages its health and safety risks and should report

on its health and safety risks, performance and management.

The health, safety and wellbeing of people is of the utmost importance to Delegat. A safe and healthy workplace

is one in which people and suppliers are accountable and empowered to work together to protect and promote

the health, safety and wellbeing of all.

The Board has responsibility for ensuring the Group maintains a health and safety management system that

meets best practice standards to protect the health and safety of employees and contractors engaged by the

Group. A Workplace Health and Safety Report, which covers Group performance across a range of measures

of Health and Safety, is presented to and reviewed by the Board at each Board meeting. The Board and senior

management are appraised of all notifiable incidents and injuries and the actions taken to ensure the health and

wellbeing of injured persons. Actions taken to prevent incident reoccurrence are also advised.

CORPORATE GOVERNANCE STATEMENT CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

97

HEALTH AND SAFETY (CONTINUED)
The Group People and Culture Manager and specialist team members in the People and Culture function assist

the Board in meeting its responsibilities under the Health and Safety at Work Act 2015, as well as other regulations

and policies.

Management operates and assesses the effectiveness of risk assessment and mitigation, safety processes and

systems, capability of staff and the general culture of the business in relation to safety.

The Group has implemented a Health and Safety Risk Matrix to identify specific hazards and risks, assess their

severity of impact and likelihood of occurrence, document mitigation strategies and determine the level of

residual risk. This matrix is reviewed at least annually by the Board, and annual Health and Safety objectives and

key performance indicators are set for the business based on the significant risks identified.

The Group has introduced wellbeing initiatives to help create a healthy working environment with the goal for

promoting and maintaining physical, mental, and social wellbeing for everyone at Delegat.

PRINCIPLE 7 – AUDITORS

The board should ensure the quality and independence of the external audit process.

EXTERNAL AUDIT

Recommendations 7.1 and 7.2: The board should establish a framework for the issuer’s relationship with its

external auditors. This should include procedures prescribed in the NZX Code. The external auditor should

attend the issuer’s annual shareholders meeting to answer questions from shareholders in relation to the

audit.

The Board has adopted a policy in relation to the provision of the non-audit services by the Group’s external

auditor to ensure the independence of the external auditor. This is based on the principle that work that may

detract from the external auditor’s independence and impartiality (or that may be perceived as doing so) should

not be carried out by the external auditors.

The Audit and Risk Committee is responsible for the oversight of the Group’s external audit arrangements. These

arrangements include procedures for the matters described in Recommendation 7.1 of the NZX Code.

The Audit and Risk Committee is committed to ensuring the Group’s external auditor is able to carry out its work

independently so that financial reporting is reliable and credible. The Audit and Risk Committee is responsible for

the appointment of Delegat’s external auditors, its terms of engagement and the level of fees incurred (subject

to shareholder approval). The Audit and Risk Committee monitors the nature and extent of other services

provided by the external auditor, and the ratio of audit fees to non-audit fees, to ensure that those services are

complementary to the external audit and compatible with maintaining external audit independence. Regular

rotation of the external audit firm is not mandated, however rotation of the key audit partner of Delegat is required

every five years. The Group’s external auditor is Deloitte. Total fees paid to Deloitte in its capacity as auditor are

included in the Annual Report on page 59.

The Group invites representatives of Delegat’s external auditors to attend the Annual Meeting of Shareholders

and for the lead audit partner to be available to answer Shareholder questions about the conduct of their audit

and the preparation and content of the auditor’s report.

CORPORATE GOVERNANCE STATEMENT CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

98

INTERNAL AUDIT
Recommendation 7.3: Internal audit functions should be disclosed.

The Group does not have an internal audit function. Procedures have been established at Board and executive

management levels that are designed to safeguard the assets and interests of the Group and ensure the

integrity of reporting. These include accounting, financial reporting and internal control policies and procedures.

The Board acknowledges that it is responsible for the overall internal control framework but recognises that

no cost-effective internal control system will preclude all errors and irregularities. To assist in discharging this

responsibility, the Board has instigated an internal control framework as follows:

• Financial reporting – there is a comprehensive budgeting system with an annual budget approved by the Board.

Monthly actual results are reported against budget and revised forecasts for the year are prepared regularly.

The consolidated entity reports to Shareholders half-yearly. Procedures are also in place to ensure that price-

sensitive information is reported to the NZX in accordance with continuous disclosure obligations;

• Operating unit controls – financial controls and standard operating procedures, including information system

controls, are in operation throughout the consolidated entity; and

• Investment appraisal – the consolidated entity has clear guidelines for capital expenditure. These include

annual budgets, as well as detailed appraisal and review procedures.

PRINCIPLE 8 – SHAREHOLDER RIGHTS AND RELATIONS

The board should respect the rights of shareholders and foster constructive relationships with shareholders that

encourage them to engage with the issuer.

INFORMATION FOR THE SHAREHOLDERS

Recommendation 8.1: An issuer should have a website where investors and interested stakeholders can

assess financial and operational information and key corporate governance information about the issuer.

The Group is committed to an open and transparent relationship with Shareholders. The Board aims to ensure that

all Shareholders are provided with all information necessary to assess the Group’s direction and performance.

This is undertaken through a range of communication methods, including periodic and continuous disclosures to

the NZX, half-year and annual reports and the Annual Shareholders’ Meeting. The Managing Director and Chief

Financial Officer present via an analysts’ and investors’ conference call after the release of the interim and final

year results and answer questions raised by analysts and investors. The Group’s website provides financial and

operational information, details about its Directors and copies of its governance documents, for investors and

interested stakeholders to access at any time.

COMMUNICATING WITH SHAREHOLDERS

Recommendation 8.2: An issuer should allow investors the ability to easily communicate with the issuer,

including providing the option to receive communications from the issuer electronically.

Shareholders have the option of receiving their communications electronically, including by email or through

the Group’s website. Shareholders are actively encouraged to take up this option. The Board has always been

committed to having an open dialogue with Shareholders and welcomes investor enquiries.

CORPORATE GOVERNANCE STATEMENT CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

99

OTHER DISCLOSURES
SHAREHOLDER VOTING RIGHTS

Recommendations 8.3 and 8.4: Quoted equity security holders should have the right to vote on major

decisions which may change the nature of the issuer in which they are invested. If seeking additional equity

capital, issuers of quoted equity securities should offer further equity security holders of the same class on a

pro rata basis, and on no less favourable terms, before further equity securities are offered to other investors.

In accordance with the Companies Act 1993, the Group’s Constitution and the NZX Listing Rules, the Group

refers any significant matters to Shareholders for approval at a Shareholders’ Meeting. All shareholders are

entitled to attend the Group’s Annual Shareholders’ Meeting, either in person or by representative. Resolutions

at shareholders’ meetings are by way of poll, where each shareholder is entitled to one vote per share.

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING

Recommendation 8.5: The board should ensure that the notices of annual or special meetings of quoted

equity security holders is posted on the issuer’s website as soon as possible and at least 20 working days

prior to the meeting.

The Group posts any Notices of Shareholders’ Meetings on its website as soon as these are available. The general

practice is to make these available not less than four weeks prior to the Shareholders’ Meeting.

DISCLOSURE OF INTERESTS BY DIRECTORS

In accordance with section 140(2) of the Companies Act 1993, the Directors have made general disclosure of their

relevant interests for entry into the Group’s Interests Register.

Directors have declared interests in the following transactions with subsidiary companies during the financial year:

• Delegat Australia Pty Limited paid fees to Yaroona Pty Limited, a company in which a Director of Delegat

Australia Pty Limited has an interest;

• Delegat Limited paid fees to Camelot Trust Pte. Limited, a company in which a Director of Delegat (Singapore)

Pte. Limited has an interest; and

• Barossa Valley Estate Pty Limited paid fees to Range Road Estate Pty Limited, a company in which a Director

of Barossa Valley Estate Pty Limited has an interest.

The details of these transactions are given in Note 20 to the financial statements, “Related Parties”.

At 30 June 2022 and 25 August 2022 the following Directors, or entities related to them, had interests in the following

company shares:


ORDINARY SHARES

Delegat Group LimitedBeneficialNon-Beneficial

JN Delegat

1

– 6 6 , 8 5 7,14 2

RS Delegat

1

– 6 6 , 8 5 7,14 2

1

JN Delegat and RS Delegat jointly hold non-beneficially 66,857,142 shares in their capacity as trustees of the Delegat Share Protection Trust.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

100

DIRECTOR INTERESTS
In accordance with sections 140 and 211(e) of the Companies Act 1993, the table below lists the general disclosures

of interest by directors of Delegat Group Limited during FY22:

DirectorEntityRelationship

Jakov Nikola DelegatBenson Marine LimitedDirector and

Shareholder

NJPD Trustee LimitedDirector and

Shareholder

JAPD Trustee LimitedDirector and

Shareholder

Rosemari Suzan

Delegat

NoneNone

Alan Trevor JacksonBroadway Operations LimitedDirector and

Shareholder

Broadway PartnershipPartner

Senior Living Developments LimitedDirector and

Shareholder

Steven David Carden26 Seasons LimitedDirector

Landcorp Holdings Limited, Landcorp Pastoral Limited, Landcorp

Estates Limited & Spring Sheep Dairy NZ Management Limited

Director, ceased


17 December 2021

Phillipa Margaret MuirSimpson GriersonSenior Partner

Fletcher Building Educational Fund LimitedChair

Portview North Forest GP LimitedShareholder

Gordon Neil MacLeodSpark New Zealand LimitedDirector, appointed

1 August 2022

New Zealand Breast Cancer FoundationBoard member,

appointed July 2022

The Shoe Curator LimitedShareholder

Ryman Healthcare LimitedChief Executive

Officer, ceased

October 2021

Ryman Napier Limited, Ravenstone Developments Limited, Diana Isaas

Retirement Village Limited, Frances Hodgkins Retirement Village Limited,

Grace Joel Retirement Village Limited, Julia Wallace Retirement Village

Limited, Jean Sandel Retirement Village Limited, Ryman Cambridge

Retirement Village Limited, Possum Bourne Retirement Village Limited,

Anthony Wilding Retirement Village Limited, Bert Sutcliffe Retirement Village

Limited, Bob Owens Retirement Village Limited, Hilda Ross Retirement Village

Limited, James Wattie Retirement Village Limited, Yvette Williams Retirement

Village Limited, William Sanders Retirement Village Limited, Shona McFarlane

Retirement Village Limited, Bob Scott Retirement Village Limited, Essie

Summers Retirement Village Limited, Evelyn Page Retirement Village Limited,

Keith Park Retirement Village Limited, Kevin Hickman Retirement Village

Limited, Kiri Te Kanawa Retirement Village Limited, Rita Angus Retirement

Village Limited, Rowena Jackson Retirement Village Limited, Malvina Major

Retirement Village Limited, Margaret Stoddart Retirement Village Limited,

Miriam Corban Retirement Village Limited, Linda Jones Retirement Village

Limited, Logan Campbell Retirement Village Limited, Ngaio Marsh Retirement

Village Limited, Murray Halberg Retirement Village Limited, Edmund Hillary

Retirement Village Limited, Healthcare Shelf Company No. 41 Limited,

Healthcare Shelf Company No. 40 Limited, Healthcare Shelf Company

No. 39 Limited, Healthcare Shelf Company No. 38 Limited, Healthcare

Shelf Company No. 37 Limited, Healthcare Shelf Company No. 36 Limited,

Healthcare Shelf Company No. 30 Limited, Healthcare Shelf Company No.

28 Limited, Healthcare Shelf Company No. 23 Limited, Healthcare Shelf

Company No. 22 Limited & Park Terrace No. 2 Limited

Director, ceased

22 October 2021

Graeme Stuart LordHealthpost LimitedDirector

Biobalance LimitedDirector

Lord Trustee LimitedDirector and

Shareholder

Seacliffe Consulting LimitedDirector and

Shareholder

OTHER DISCLOSURES CONTINUED

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

101

OTHER DISCLOSURES CONTINUED
SHARE DEALINGS BY DIRECTORS

On 29 June 2022 Graeme Lord (Lord Trustee Limited) retired in his capacity as trustee of Delegat Share Protection

Trust and BPM Trustee (DSPT) Limited was appointed as trustee of Delegat Share Protection Trust. Delegat Share

Protection Trust holds non-beneficially 66,857,142 shares in Delegat Group Limited.

No other Director dealt in any shares of the Company, or in the shares of a subsidiary company during the year

REMUNERATION OF DIRECTORS

Directors received the following fees and remuneration from Delegat Group Limited:

2022 2021

$000 $000

Non-Executive Directors

RS Delegat 85 75

AT Jackson

1

127 85

PM Muir

2

101 71

GS Lord (Appointed 1 February 2022)

3

44 –

GN MacLeod (Appointed 15 February 2022)

4

44 –

Executive Directors

5


JN Delegat 834 839

SD Carden (Appointed 1 February 2022)

6

328 –

GS Lord (Resigned 1 February 2022)

3

686 311

1

Alan Jackson retired from his position as Chair of the Audit and Risk Committee and was appointed as Independent Chair on 1 February

2022. Alan Jackson’s remuneration includes Non-Executive Director fees of $46,000 (2021: $75,000) to 31 January 2022. Alan Jackson was

paid $6,000 (2021: $10,000) in addition to his Director fees for his role as Chair of the Audit and Risk Committee to 31 January 2022. Alan

Jackson was paid $75,000 (2021: $nil) as Independent Chair from 1 February to 30 June 2022.

2

Phillipa Muir was paid $13,000 (2021: $8,000) in addition to her Director fees for her role as Chair of the Remuneration Committee.

3

Graeme Lord retired from his position as Acting Managing Director and returned to his role as a Non-Executive Director on 1 February

2022. Graeme Lord’s remuneration includes base salary of $583,000 and other benefits of $59,000 to 1 February 2022 and Non-Executive

Directors fees of $44,000 from 1 February to 30 June 2022 (2021: Non-Executive Directors fees of $56,000, base salary of $250,000 and

other benefits of $5,000). Seacliffe Consulting Limited, a company in which Graeme Lord is a Director, was paid $nil (2021: $198,000)

for consulting services provided to Delegat Limited, in addition to Directors fees. Graeme Lord did not receive any short-term incentive

payments.

4

Gordon MacLeod was appointed as a Non-Executive Director on 15 February 2022. Gordon MacLeod was paid $8,000 (2021: $nil) in addition

to his Director fees for his role as Chair of the Audit and Risk Committee.

5

Executive Directors remuneration includes salary and benefits received in their capacity as employees. Executive Directors do not receive

Directors fees.

6

Steven Carden was appointed as Managing Director on 1 February 2022. Steven Carden’s remuneration includes base salary of $303,000

and other benefits of $25,000 (2021: N/A). Steven Carden did not receive any short-term incentive payments.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

102

OTHER DISCLOSURES CONTINUED
DIRECTORS AND OFFICERS’ INSURANCE LIABILITY

As permitted by the New Zealand Companies Act 1993, the Company has arranged a policy of Directors and Officers’

liability insurance which insures those persons indemnified to certain liabilities and costs.

STOCK EXCHANGE LISTINGS

The Company’s shares are listed on the New Zealand Stock Exchange.

20 Largest Shareholders as at 30 June 2022

Holder Shares Held % of Shares

Jakov Nikola Delegat, Rosamari Suzan Delegat & BPM Trustees (DSPT) Limited 6 6 , 8 5 7,14 2 66.11

Kevin Glen Douglas & Michelle McKenney Douglas 5,269,113 5.21

TEA Custodians Limited – NZCSD

1

4,604,430 4.55

National Nominees New Zealand Limited – NZCSD

1

3,586,309 3.55

Custodial Services Limited 3 ,12 7, 8 0 8 3.09

James Douglas & Jean Ann Douglas 2,470,878 2.44

Kevin Douglas & Michelle Douglas 2,468,817 2.44

Accident Compensation Corporation – NZCSD

1

1,298,639 1.28

Forsyth Barr Custodians Limited 974,561 0.96

Robert Lawrence Wilton 765,872 0.76

Citibank Nominees (New Zealand) Limited – NZCSD

1

444,728 0.44

Warren Fraser Sanderson & Elizabeth Ann Sanderson 200,000 0.20

Lloyd James Christie 188,259 0.19

Weijun Zhang & Yuhua Yang 150,000 0.15

Rainer Huebner & Shanti Huebner 139,977 0.14

JP Morgan Chase Bank – NZCSD

1

139,833 0.14

FNZ Custodians Limited 139,075 0.14

BNP Paribas Nominees (NZ) Limited – NZCSD

1

124,018 0.12

Mint Nominees Limited – NZCSD

1

117,316 0.12

HSBC Nominees (New Zealand) Limited – NZCSD

1

95,331 0.09

Total for Top 20 93,162,106 92.12

1

Shareholdings held in New Zealand Central Securities Depository Limited (NZCSD). Total holding at 30 June 2022 in NZCSD were 10,543,283.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

103

OTHER DISCLOSURES CONTINUED
DISTRIBUTION OF ORDINARY SHARES

Holder Holders Shares Held % of Shares

1 – 5,000 1,564 2,593,894 2.56

5,001 – 10,000 290 1,816,532 1.80

10,001 – 100,000 188 3,652,991 3.61

100,001 plus

1

19 93,066,775 92.03

To t a l 2,061 101,130,192 100.00

1

NZCSD holdings are considered one holder for the purpose of the distribution of ordinary shares.

GEOGRAPHIC DISTRIBUTION

Holder Holders Shares Held % of Shares

New Zealand 2,002 90,305,239 89.30

United States of America 8 10,219,777 10.11

Australia 25 549,996 0.54

Other Overseas 26 55,180 0.05

To t a l 2,061 101,130,192 100.00

SUBSTANTIAL SECURITY HOLDERS

According to notices given to the Company under the Financial Markets Conduct Act 2013, as at 30 June 2022, the

substantial security holders in the Company are:

Substantial Security Holders Relevant Interest % of Shares Date of Notice

Jakov Nikola Delegat, Rosamari Suzan Delegat and


BPM Trustees (DSPT) Limited 66,857,142 66.11 21 Dec 2011

Douglas Irrevocable Descendants Trust; Douglas Family Trust;


K&M Douglas Trust 10,208,808 10.09 5 April 2017

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

104

OTHER DISCLOSURES CONTINUED
EMPLOYEE REMUNERATION

Section 211(1)(g) of the New Zealand Companies Act 1993 requires disclosure of remuneration and other benefits,

including redundancy and other payments made on termination of employment, in excess of $100,000 per year, paid

by the Company or any of its subsidiaries worldwide to any employees who are not Directors of the Company.

Fr o m To 2022 2021

$ $


100,001 110,000 19 24

110,001 120,000 15 18

120,001 130,000 21 18

130,001 140,000 5 9

140,001 150,000 12 13

150,001 160,000 9 11

160,001 170,000 9 8

170,001 180,000 13 12

180,001 190,000 8 7

190,001 200,000 1 6

200,001 210,000 3 1

210,001 220,000 6 –

220,001 230,000 1 2

230,001 240,000 – 2

240,001 250,000 2 1

250,001 260,000 2 4

260,001 270,000 1 1

270,001 280,000 5 3

280,001 290,000 3 2

290,001 300,000 1 1

300,001 310,000 2 2

320,001 330,000 1 2

330,001 340,000 – 3

340,001 350,000 2 –

360,001 370,000 – 1

370,001 380,000 2 1

390,001 400,000 1 –

400,001 410,000 1 1

410,001 420,000 1 –

420,001 430,000 – 1

430,001 440,000 1 –

470,001 480,000 1 1

500,001 510,000 1 –

560,001 570,000 – 1

650,001 660,000 1 –

670,001 680,000 1 –

151 156

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

105

OTHER DISCLOSURES CONTINUED
SUBSIDIARY COMPANY DIRECTORS

Section 211(1)(2) of the New Zealand Companies Act 1993 requires the Company to disclose, in relation to its

subsidiaries, the total remuneration and value of other benefits received by Directors and former Directors and

particulars of entries in the interest registers made during the year ended 30 June 2022.

Apart from Delegat Australia Pty Limited, Delegat (Singapore) Pte. Limited and Barossa Valley Estate Pty Limited,

which are required to have a local resident as a Director of the Company, no wholly owned subsidiary has any employee

appointed as a Director of Delegat Group Limited or its subsidiaries who receives, or retains any remuneration or

other benefits, as a Director. No other Director of any subsidiary Company within the Group receives Director’s fees

or other benefits as a Director.

The following persons respectively held office as Directors of subsidiary companies at the end of the year or in the

case of those persons with the letter (R) after their name ceased to hold office during the year. Alternate Directors

are indicated by the letter (A) after their name.

Delegat Limited

JN Delegat, SD Carden, MR Annabell, GS Lord (R)

Delegat Europe Limited

JN Delegat, SD Carden, MR Annabell, GS Lord (R)

Delegat Australia Pty Limited

JN Delegat, PJ Taylor, SD Carden, MR Annabell, GS Lord (R)

Delegat USA ,Inc.

JN Delegat, SD Carden, MR Annabell

Delegat Canada Limited

JN Delegat, SD Carden, MR Annabell

Delegat (Singapore) Pte. Limited

JN Delegat, A Chew Peck Hwa, MR Annabell

Oyster Bay Wines New Zealand Limited

JN Delegat

Barossa Valley Estate Pty Limited

JN Delegat, AW Hoey, SD Carden, MR Annabell, GS Lord (R)

DONATIONS

During the year, the Parent Company made donations of $nil and the subsidiaries made donations amounting to

$4,000.

NEW ZEALAND EXCHANGE WAIVERS

Delegat Group Limited has not obtained any waivers from the NZX in the financial year ended 30 June 2022.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

106

DIRECTORY
Directors

Alan Trevor Jackson

Jakov Nikola Delegat

Rosemari Suzan Delegat

Steven David Carden

Graeme Stuart Lord

Gordon Neil MacLeod

Phillipa Margaret Muir

Registered Office

Level 31, 15 Customs Street West

Auckland 1010

PO Box 91681

Victoria Street West

Auckland 1142

Solicitors

Heimsath Alexander

Level 1, Shed 22, Prince’s Wharf

147 Quay Street

PO Box 105884

Auckland 1143

Auditors

Deloitte

Deloitte Centre, Levels 12-18, 80 Queen Street

Auckland 1010

Private Bag 115033

Shortland Street

Auckland 1140

Share Registrar

Computershare Investor Services Limited

Private Bag 92119

Auckland 1142

Level 2, 159 Hurstmere Road

Takapuna

Auckland 0622

Managing your shareholding online:

To change your address, update your payment

instructions and to view your registered details

including transactions, please visit:

www.investorcentre.com/NZ

General enquiries can be directed to:

enquiry@computershare.co.nz

Private Bag 92119

Auckland 1142

Telephone:

+64 9 488 8777

Facsimile:

+64 9 488 8787

Please assist our registry by quoting your CSN or

Shareholder number.

DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

107

NOTES
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2022

108

There’s sparkling.
And then there’s dazzling.

Celebrating Delegat Great Wine People around the world.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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