DGL – 2022 Notice of Annual Meeting and Agenda

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
DELEGAT GROUP LIMITED • NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is given that the 2022 Annual Meeting of Delegat
Group Limited will be held as a hybrid meeting on
Tuesday 6 December 2022, commencing at 2.00pm.
The Company has made the decision to hold a hybrid
Annual Meeting. All shareholders will have the
opportunity to attend in person and/or participate
in the 2022 Annual Meeting online through the
Computershare Meeting Services web platform https://
meetnow.global/nz.
By using the web platform, you will be able to watch
the Annual Meeting and vote and ask questions online
using your smartphone, tablet or desktop device.
Instructions and further details on how to participate
in the virtual Annual Meeting will be made available on
the Group’s website at www.delegat.com, under the
Investor Relations Annual Meeting section.
The Delegat Board and management look forward to
welcoming you to the Annual Meeting.
Location Map
Pakuranga Hunt Room, Second Floor, Ellerslie Stand,
Ellerslie Event Centre, Ellerslie Racecourse, 80 Ascot
Avenue, Remuera, Auckland. Refer to map on last page
“How to get to Ellerslie Event Centre”.
Business and Agenda of the Meeting
A. CHAIR’S ADDRESS
B. MANAGING DIRECTOR’S ADDRESS
C. FINANCIAL REPORTS AND STATEMENTS
To receive and consider the Consolidated Financial
Statements of Delegat Group and Reports of the Directors
and of the Auditor for the year ended 30 June 2022 as
contained in the Company’s 2022 Annual Report.
D. RESOLUTIONS
Shareholders will be asked to consider and, if thought
appropriate, to pass the following resolutions:
1. Election of Steven Carden as Director:
Steven Carden, having been appointed Managing
Director in January 2022, retires in accordance with the
provisions of the constitution of the Company and, being
eligible, offers himself for election. A profile for Steven
Carden is included in the Explanatory Notes.
2. Election of Gordon MacLeod as Director:

Gordon MacLeod, having been appointed to fill a casual
vacancy of the Board, retires in accordance with the
provisions of the constitution of the Company and, being
eligible, offers himself for election. A profile for Gordon
MacLeod is included in the Explanatory Notes.
3. Director’s remuneration:

The meeting will be asked to consider by ordinary
resolution:
Pursuant to NZX Listed Rule 2.11.1, the total
remuneration for non-executive directors to be increased
by $235,000, from $495,000 to $730,000 per annum.
Further information is included in the Explanatory Notes.
4. Auditor’s remuneration:

The meeting will be asked to consider by ordinary
resolution:
To record the automatic reappointment of the Auditor,
Deloitte, and to authorise the directors to fix the auditor’s
remuneration for the ensuing year. Further information is
included in the Explanatory Notes.
These resolutions are to be considered as ordinary
resolutions and, to be passed, require the approval
of more than 50% of the votes of those shareholders
entitled to vote and voting on the resolution, pursuant
to section 105(2) of the Companies Act 1993.

For further information on the resolutions, please see
the Explanatory Notes.
E. GENERAL BUSINESS AND SHAREHOLDERS’
QUESTIONS
Consideration of any Shareholder questions raised
during the meeting.
On behalf of the Delegat Board,
GRAEME LORD
Chair
GATE 7
GATE 6
ASCOT AVE
Parking
Entrance

DELEGAT GROUP LIMITED • NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Procedural Notes
The Company has made the decision to hold a hybrid
Annual Meeting. All shareholders will have the
opportunity to attend in person and/or participate
in the 2022 Annual Meeting online through the
Computershare Meeting Services web platform.
By using the web platform, you will be able to watch the
Annual Meeting and vote and ask questions online using
your smartphone, tablet or desktop device. Please
refer to the enclosed Virtual Meeting Guide for more
information.
SHAREHOLDERS ENTITLED TO ATTEND
AND VOTE:
Under section 125 of the Companies Act 1993, the Board
has determined that, for the purposes of voting at the
Annual Meeting, only those registered shareholders
of the Company as at 5.00pm on Friday 2 December
2022 (New Zealand time), being a day not more than 20
working days before the meeting, shall be entitled to
exercise the right to vote at the meeting. Voting will be
by way of a poll.
There are no restrictions on any shareholder or group
of shareholders to prevent them from exercising their
vote on any of the resolutions being considered at the
meeting.
CASTING YOUR VOTE.
You may cast your vote in the following ways:
(a) Personally – You can participate and cast your vote
at the meeting in person or online.
• If you propose to attend the meeting in person please
bring your Voting/Proxy Form to the meeting as the
barcode will assist with your registration and the
Voting/ Proxy Form will be used to vote. If you do not
have your Voting/Proxy Form please identify yourself
at the Computershare registration desk on arrival to
be registered and issued with a Ballot Paper to vote.
• If you propose to attend the meeting online
you can do so via the Computershare Meeting
Platform https://meetnow.global/nz. To access
the meeting, click ‘Go’ under the Delegat Group
Limited meeting and then click ‘Join Meeting Now’.
Select ‘Shareholder’ on the login screen and enter
your CSN/Securityholder Number and post code
(or country of residence if outside of New Zealand).
Please also refer to the attached Online Meeting
Guide for more information.
(b) Postal – You can cast a postal vote instead of
attending the meeting or appointing a proxy.
PROXIES AND CORPORATE REPRESENTATIVES
All shareholders are entitled to attend and vote at the
Annual Meeting or to appoint a proxy or representative
(in the case of a corporate shareholder), to attend and
vote on their behalf. The appointment of a proxy or
representative does not preclude a shareholder from
attending and voting at the virtual Annual Meeting in
place of the proxy or representative. A proxy need not
be a shareholder of the Company. You may, if you wish,
appoint ‘The Chair of the Meeting’ as your proxy by
filling in the proxy form to that effect.
A proxy form, with which you can appoint a proxy,
is enclosed with this Notice of Meeting. The Chair
will vote according to your instructions. If the Chair
is not instructed how to vote, he will vote in favour
of resolutions 1 to 4. The chair intends to vote all
discretionary proxies given to him in favour of
resolutions 1 to 4.
If, in appointing your proxy, you do not name a person to
be your proxy, or your named proxy does not attend the
virtual Annual Meeting, the Chair of the Annual Meeting
will be your proxy and may only vote in accordance with
your express direction.
RETURN OF PROXY FORMS
Proxy Forms must be received at the office of the
Company’s share registrar, Computershare Investor
Services Limited, Private Bag 92119, Victoria Street
West, Auckland 1142, no later than 2.00pm on Sunday 4
December 2022.
Results of the voting will be posted on the Company’s
website following the conclusion of the Annual Meeting
and finalisation of the voting results.
The Company’s 2022 external auditor, Deloitte, will be
available at our Annual Shareholder Meeting to answer
questions from Shareholders relevant to the external
audit.
ATTENDING THE MEETING ONLINE
All shareholders will have the opportunity to attend and
participate in the 2022 Annual Meeting online virtually
through the Computershare Meeting Services web
platform https://meetnow.global/nz (using a computer,
laptop, tablet or smartphone).
Audio will stream through the selected device, so
shareholders will need to ensure that they have
the volume control on their headphones or device
turned up. Shareholders will be able to the view the
presentations, vote on the resolutions to be put to
shareholders and submit questions, by using their
own computers or mobile devices. Shareholders will
still be able to appoint a proxy to vote for them as they
otherwise would, by following the instructions on the
proxy form and this Notice of Annual Meeting. Details
on how to participate ‘virtually’ are provided in the
accompanying Virtual Meeting Guide with instructions
for accessing the virtual meeting.
SHAREHOLDER QUESTIONS
Shareholders will have the opportunity to ask questions
during the meeting in person or via the Computershare
Meeting Platform from their desktop or mobile devices
(refer to the attached Online Meeting Guide for more
information). Shareholders may also submit questions
in advance of the meeting to www.investorvote.co.nz or
by using the Voting/Proxy Form. The Company reserves
the right not to address questions that, in the Chair’s
opinion, are not reasonable in the context of an annual
shareholders’ meeting.

DELEGAT GROUP LIMITED • NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Explanatory Notes
A: ORDINARY BUSINESS
EXPLANATORY NOTE 1
Chair and Managing Director’s Reports
The Chair and Managing Director will each give a
presentation on the financial year ended 30 June
2022. Events occurring after 30 June 2022 will also be
discussed.
EXPLANATORY NOTE 2
Election of Directors
Under NZX Main Board Listing Rule 2.7.1, and in
accordance with the Company’s Constitution, all
directors must not hold office (without re-election) past
the third annual meeting of shareholders following the
director’s appointment, or three years, whichever is the
longer.
Biographical details for the directors proposed to be re-
elected by rotation are set out below:
Managing Director and Executive Director, Mr Steven
Carden retires by rotation pursuant to NZX Main Board
Listing Rule 2.7.1 and offers himself for election. As
this is the first annual meeting of shareholders since
Steven was appointed to the Board, Steven is required
to retire and does offer himself for election. Steven
joined the Board of Delegat Group Limited in January
2022 as Managing Director. Steven is responsible for
developing growth plans, building a high-performance
organisation and executing on Board approved
business plans. Steven has previously held roles in
McKinsey & Co. in New York, Managing Director of PGG
Wrightson Australia and most recently Chief Executive
Officer of Pãmu (Landcorp Farming Ltd) where he led
transformation to a diversified, integrated food and
fibre business over eight years. Steven also brings
to Delegat his strategic thinking capability, expertise
in growing international businesses and a focus on
creating an environment where people can achieve
their potential. Steven has a Master of Business
Administration degree from Harvard Business School
and a Bachelor of Law and Arts degree from the
University of Auckland. Steven is a member of the
Institute of Directors.
Gordon MacLeod is a Non-Executive Director of
Delegat Group Limited and joined the Board in February
2022. Gordon is Chair of the Audit and Risk Committee
and a member of the Remuneration Committee.
Gordon 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
PriceWaterhouseCoopers and was the finance director
of a London-listed hi-tech engineering company. Gordon
currently is a non-executive director on Spark New
Zealand and a trustee of Breast Cancer Foundation NZ.
Gordon has a Bachelor of Commerce degree from the
University of Canterbury and is a Fellow of Chartered
Accountants Australia and New Zealand (FCA). The
Board has determined that Gordon MacLeod is an
Independent director (as defined by the NZX Listing
rules). Gordon is a member of the Institute of Directors.
Both directors standing for election do so with the
support of the Board.
EXPLANATORY NOTE 3
Director’s Fees
This resolution is to put to shareholders in accordance
with NZX Listing Rule 2.11.1 and relates to the maximum
aggregate fees payable to all non-executive directors.
At present the maximum fee pool for non-executive
directors is set at $495,000 per annum, as approved by
shareholders at the Company’s 2021 annual meeting.
The Delegat Board is recommending an increase in
that fee pool by $235,000 (being an increase of 47%)
to $730,000 per annum. The increase in the fee pool
is to accommodate increasing the pool by 50% for two
non-executive directors, being the appointment of a
new non-executive independent director appointed
to a casual vacancy on the board since the last annual
shareholder meeting and the recently announced
change that Jim Delegat is to transition from Executive
Director to Non-Executive Director. The Delegat Board
is not recommending any increase in the payments to
either the Chair or Directors.
In summary, Delegat’s Board is seeking the approval
of shareholders to increase the fee pool for two new
non-executive directors. The director remuneration is
broken down in table one.
Table 1: Board fees
Board Role 2021 Annual Proposed Amount of
Meeting Increase
Chair $180,000 $180,000 –
Independent Director $95,000 $95,000 –
Non-executive Director $95,000 $95,000 –
Chair of Board Committee $15,000 $15,000 –
Member of Board Committee $7,500 $7,500 –
Director Fee Pool $495,000 $730,000 $235,000

DELEGAT GROUP LIMITED • NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
EXPLANATORY NOTE 4
Appointment and Remuneration of Auditor
Section 207T of the Companies Act 1993 provides that a
company’s auditor is automatically reappointed unless
there is a resolution or other reason for the auditor not
to be reappointed. The Company wishes Deloitte to
continue as the Company’s auditor, and Deloitte has
indicated its willingness to do so.
Section 207S of the Companies Act 1993 provides that
the fees and expenses of Deloitte as auditor are to be
fixed by the Company at the Annual Meeting or in such
a manner as the Company determines at the Annual
Meeting. The Board proposes that, consistent with past
practice, the auditor’s fees and expenses should be
fixed by the directors.
HOW TO GET TO ELLERSLIE EVENT CENTRE
Novotel / Ibis
Exit 433
Exit 433
Ascot Central
Southern Motorway
Manukau / South
Auckland City / North
Green Lane East
Ellerslie
Racecourse Dr
Ascot Ave
Ascot Ave
Parking
Entrance

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For your proxy to be effective it must be received by 2.00pm (New Zealand time) Sunday 4 December 2022
DELEGAT GROUP LIMITED (DELEGAT)
ANNUAL MEETING PROXY/VOTING FORM
Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119 Auckland 1142 New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
+64 9 488 8777

corporateactions@computershare.co.nz
How to Vote on Items of Business
All your shares will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. To do this, enter the name
of your proxy in the space allocated in ‘Step 1’ of this form. You must name a proxy for your
appointment to be valid.
Direct your proxy how to vote by marking one of the boxes opposite each item of business. If
you do not mark a box your proxy may vote as they choose, except for a director (or associated
person of a director) who will abstain from voting any undirected proxy on the resolutions. If you
mark more than one box on an item of business your vote will be invalid on that item.
Appointing the Chair or any other director as your proxy
The Chair of the meeting virtually, or any other Delegat director, is willing to act as proxy for any
shareholder who wishes to appoint her or him to vote on their behalf. To appoint the Chair of
the meeting or a director as your proxy enter ‘the Chair’ or the name of the director you wish to
appoint in the space allocated in ‘Step 1’ of this form.
If, in appointing a proxy, you have inadvertently not named someone to be your proxy, or your
named proxy does not attend the virtual meeting, the Chair of the meeting will be your proxy
and will vote in accordance with your express direction.
Attending the Meeting Virtually
If you propose to attend the meeting virtually, please read the enclosed Virtual Meeting Guide
prior to the meeting. You can participate in the meeting virtually through the web platform
https://meetnow.global/nz and entering the meeting. You will be able to view presentations,
ask questions and cast your vote from your own computer, mobile or similar device. For any
assistance with the process, please contact Computershare on +64 9 488 8777 between
8.30am-5.00pm Monday to Friday.
All shareholders will have the opportunity to attend and participate in the 2022 Annual Meeting either in person at Pakuranga Hunt Room, Second Floor,
Ellerslie Stand, Ellerslie Event Centre (refer to Notice of Annual Meeting for Location Map) or online via an internet connection (using a computer, laptop, tablet
or smartphone). The virtual meeting will be accessible on both desktop and mobile devices.
Please refer to the Virtual Meeting Guide 2022 that accompanies this Proxy/Voting Form.
Signing Instructions for Postal Proxies
Individual
Where the holding is in one name, the shareholder must sign
this form.
Joint Holding
At least one joint shareholder should sign this form (on behalf of
all joint shareholders). If different joint shareholders purport to
appoint different proxies, the vote of the proxy appointed by the
first named joint shareholder will prevail.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a
certified copy of the power of attorney and a signed certificate
of non-revocation of the power of attorney must accompany this
Proxy Form.
Companies
This Proxy Form must be signed by a duly authorised officer or
attorney. Persons who sign on behalf of a company must be
acting with the company’s express or implied authority.
Comments & Questions
If you have any comments or questions for Delegat, please write
them on a separate sheet of paper and return them with this
form, or email murray.annabell@delegat.com
Go online or turn over to complete the form
smartphone?
Scan the QR code to vote now.
HYBRID MEETING
Your secure access information
Control Number: 102004 CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and New Zealand Postcode/Country of Residence to appoint a proxy online.
www.investorvote.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:

DELEGAT GROUP LIMITED •PROXY FORM/VOTING PAPER
Proxy/Corporate Representative Form
STEP 1 Appoint a Proxy to Vote on Your Behalf
I/We being a shareholder/s of Delegat Group Limited
appoint of
or failing him/her of
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at Delegat’s Annual Meeting of shareholders
to be held in person at Pakuranga Hunt Room, Second Floor, Ellerslie Stand, Ellerslie Event Centre (refer to Notice of Annual Meeting for Location Map) and online
at https://meetnow.global/nz on Tuesday, 6 December 2022 at 2:00pm (New Zealand time) and at any adjournment of that meeting.
STEP 2 Items of Business – Voting Instructions
Please note: If you mark abstain for an item, you are directing your proxy not to vote on your behalf and your votes will not be counted in computing the required
majority. If you do not mark a box your proxy may vote as they choose, except for a director (or associated person of a director) who will abstain from voting any
undirected proxy on the resolutions.
Resolutions
Re-election of Directors
ForAgainstAbstain
Proxy
Discretion
Item 1That Steven Carden be elected as a Delegat director.
Item 2That Gordon MacLeod be elected as a Delegat director.
Directors’ Fees
Item 3That the total annual director fee pool be increased by $235,000 to $730,000.
Auditor Fees and Expenses
Item 4That the Board of Delegat Group Limited be authorised to fix the fees and expenses
of Deloitte as auditor.
If your proxy is not the Chair of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and email address).
If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): (Email):
SIGN Signature of Shareholder(s) This section must be completed.
Shareholder 1 Shareholder 2 (if applicable) Shareholder 3 (if applicable)

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

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