DGL - 2024 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 2024 Annual Meeting of Delegat
Group Limited will be held as a hybrid meeting on

Wednesday 27 November 2024, 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 2024 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 are in the Virtual Meeting Guide available
at www.computershare.com/vm-guide-nz.
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, 100 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 2024 as
contained in the Company’s 2024 Annual Report.
D. RESOLUTIONS
Shareholders will be asked to consider and, if thought
appropriate, to pass the following resolutions:
1. Re-election of Rosamari (Rose) Delegat as Director:
Rose Delegat retires in accordance with the provisions of
the constitution of the Company and, being eligible, offers
herself for re-election. A profile for Rose Delegat is included
in the Explanatory Notes.
2. Re-election of Dr Alan Jackson as Director:
Dr Alan Jackson retires in accordance with the provisions
of the constitution of the Company and, being eligible,
offers himself for re-election. A profile for Dr Alan Jackson
is included in the Explanatory Notes.
Dr Alan Jackson’s tenure as a director will reach 12 years
in October 2024. The NZX Corporate Governance Code
recommends that the Board of Directors carefully consider
the independence of a director should their tenure exceed
12 years. The Explanatory Notes include a summary of
the Board of Directors’ determination that Dr Alan Jackson
remains classified as an independent director.
3. Re-election of Doug McKay ONZM as Director:
Doug McKay, 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 Doug
McKay 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,
JIM DELEGAT

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 2024 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 Monday 25 November
2024 (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
and provide your CSN/Shareholder Number 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/Shareholder
Number and post code (or country of residence if
outside of New Zealand). Please also refer to the
attached Virtual 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 that hold shares as at voting entitlement
date 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 Monday 25
November 2024.
Results of the voting will be posted on the Company’s
website following the conclusion of the Annual Meeting
and finalization of the voting results.
The Company’s 2024 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 2024 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 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 Virtual 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
2024. Events occurring after 30 June 2024 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:
Rosamari (Rose) Delegat, Dr Alan Jackson and Doug
McKay are subject to rotation under the NZX Listing
Rules and retire by rotation at this Annual Meeting.
The Board has determined that Dr Alan Jackson is an
Independent director (as defined by the NZX Listing
rules).
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. Rose
Delegat was awarded Visionary Leader at the Deloitte
Top 200 Awards 2022. She is a Member of the Institute
of Directors.
Dr Alan Jackson is a Non-Executive Director of Delegat
Group Limited and has been on the Board since October
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. In addition, Alan
has over 10 years experience, including Chair of Housing
New Zealand, New Zealand Thoroughbred Racing,
ThoroughVision Network and as a Director of Fletcher
Building. Alan is a Fellow of the Institute of Professional
Engineers and Chartered Fellow of the New Zealand
Institute of Directors.
The Board of Directors has carefully considered Dr Alan
Jackson’s tenure, which exceeds the recommended
twelve-year threshold set by the NZX Corporate
Governance Code. Despite his 12 years of service, the
Board unanimously determined that Dr Alan Jackson
continues to demonstrate a high level of independence
in both thought and action.
The key reasons for this conclusion are as follows:
1. Objective and Critical Thinking: Throughout his
tenure, Dr Alan Jackson has consistently exhibited
strong independence of judgment. He has a track record
of robustly challenging management on strategic issues,
risk oversight, and governance matters.
2. Lack of Conflicts of Interest: Dr Alan Jackson has no
relationships with the Company, its executives, or major
shareholders that could impair his independence. He has
no financial or personal ties to the Company outside of
his director’s role and is not involved in any consultancy
or advisory positions that could compromise his
objectivity.
3. Institutional Knowledge and Expertise: Dr Alan
Jackson’s deep knowledge of the Company’s operations
and industry context, gained through his years of service,
provides valuable insights that benefit the Board and the
Company. His understanding of the business’s historical
context, coupled with his ability to remain independent
of management’s influence, makes him a critical
contributor to the Board’s deliberations.
4. Continuous Board Refreshment: The Board
has implemented regular reviews of each director’s
performance, including peer evaluations, to ensure
they continue to bring fresh perspectives and remain
independent. Dr Alan Jackson’s participation in these
reviews, along with his willingness to engage with
external consultants on board effectiveness, supports
our belief in his continued independence.
Conclusion: After a thorough evaluation, the Board
is confident that Dr Alan Jackson continues to bring
independent oversight and challenge to the Board’s
discussions, and thus should remain classified as an
independent director.
Doug McKay retires by rotation pursuant to NZX Main
Board Listing Rule 2.71 and offers himself for election.
As this is the first annual meeting of shareholders since
Doug was appointed to the Board, Doug is required to
retire and does offer himself for election.
Doug McKay ONZM is a Non-Executive Director of
Delegat Group Limited and joined the Board in August
2024. Doug is an exceptional business leader with over
30 years’ experience managing FMCG, export and
international markets as CEO of Sealord, Independent
Liquor and Managing Director of Lion Breweries and
International, including USA, UK and China. Doug’s
corporate governance experience includes present and
past Chair and Director appointments with Vector, Bank
of New Zealand, Fletcher Building, IAG New Zealand,
National Australia Bank, Goodman Fielder, Genesis
Energy and Ryman Healthcare. Doug is a Chartered
Fellow of the Institute of Directors.
All directors standing for election do so with the support
of the Board.

DELEGAT GROUP LIMITED • NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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
EXPLANATORY NOTE 3
Appointment and Remuneration of Auditor
Section 207T of the Companies Act 1993 provides that
a company’s auditor is automatically reappointed unless
there is a resolution or other reason for the auditor not
to be reappointed. The Company wishes Deloitte to
continue as the Company’s auditor, and Deloitte has
indicated its willingness to do so.
Section 207S of the Companies Act 1993 provides that
the fees and expenses of Deloitte as auditor are to be
fixed by the Company at the Annual Meeting or in such
a manner as the Company determines at the Annual
Meeting. The Board proposes that, consistent with past
practice, the auditor’s fees and expenses should be fixed
by the directors.

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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 or
Edge. Please ensure your browser is compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
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
remotely is eligible to ask a question.
Select 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/nz, 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 you have any issues accessing the website please
call +64 9 488 8700.

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For your proxy to be effective it must be received by 2.00pm (New Zealand time) Monday 25 November 2024
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
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 2’ of this form.
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. If you mark more than one box on
an item of business your vote will be invalid on that item.
Appointing the Chair or any other director as your proxy
The Chair of the meeting, or any other Delegat director, is willing to act as proxy for any
shareholder who wishes to appoint her or him to vote on their behalf. To appoint the Chair of
the meeting or a director as your proxy enter ‘the Chair’ or the name of the director you wish to
appoint in the space allocated in ‘Step 2’ 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 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 2024 Annual Meeting either in person at the Pakuranga Hunt Room, Second Floor,
Ellerslie Stand, Ellerslie Events Centre, Ellerslie Racecourse, 100 Ascot Avenue, Remuera, Auckland (refer to Notice of Annual Meeting for Location Map) or
online at the Computershare meeting platform https://meetnow.global/nz
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 you wish to be addressed at
the meeting, 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: 104137 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
Elect Electronic Communications
STEP 1 Provide Your Email Address to Receive Communications Electronically
Elect electronic communications by providing your email address below:
Email address:
By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered.
Proxy/Corporate Representative Form
STEP 2 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 the Pakuranga Hunt Room, Second Floor, Ellerslie Stand, Ellerslie Events Centre, (refer to Notice of Annual Meeting for Location Map) and
online at https://meetnow.global/nz on Wednesday, 27 November 2024 at 2:00pm (New Zealand time) and at any adjournment of that meeting.
STEP 3 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 Rosamari (Rose) Delegat be re-elected as a Delegat Director.
Item 2That Dr Alan Jackson be re-elected as a Delegat Director.
Item 3That Doug McKay be re-elected as a Delegat Director.
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
ATTENDANCE SLIP
CSN/Shareholder Number:
Number of shares:
Annual Meeting of Shareholders of
Delegat Group Ltd to be held at
Pakuranga Hunt Room, Second Floor, Ellerslie Stand,
Ellerslie Events Centre, Ellerslie Racecourse,
100 Ascot Avenue, Remuera, Auckland
On Wednesday 27th November 2024 commencing at 2.00pm
And virtually via Computershare’s virtual meeting
Platform https://meetnow.global/nz