DGL - 2025 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 2025 Annual Meeting of
Delegat Group Limited will be held as a hybrid meeting

on Thursday 4 December, 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 2025 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. CHIEF EXECUTIVE OFFICER’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 2025 as
contained in the Company’s 2025 Annual Report.
D. RESOLUTIONS
Shareholders will be asked to consider and, if thought
appropriate, to pass the following resolutions:
1. Re-election of Gordon MacLeod as Director:
Gordon MacLeod retires in accordance with the provisions
of the constitution of the Company and, being eligible,
offers himself for re-election. A profile for Gordon MacLeod
is included in the Explanatory Notes.
2. 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
2025 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 Tuesday 2 December
2025 (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 2. The chair intends to vote all discretionary proxies
given to him in favour of resolutions 1 to 2.
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 Tuesday

2 December 2025.
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 2025 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 2025 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 Chief Executive Officer’s Reports
The Chair and Chief Executive Officer will each give
a presentation on the financial year ended 30 June
2025. Events occurring after 30 June 2025 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 director proposed to be

re-elected by rotation is set out below:
Gordon MacLeod is subject to rotation under the NZX
Listing Rules and retires by rotation at this Annual
Meeting.
The Board has determined that Gordon MacLeod is an
Independent director (as defined by the NZX Listing rules).
Biographical details for the director proposed to be re-
elected by rotation is set out below:
Gordon MacLeod is a Non-Executive Independent
Director of Delegat Group Limited and has been on the
Board since February 2022. Gordon is a professional
Director and was until recently a Director of Spark
New Zealand Limited, and a Trustee of Breast Cancer
Foundation NZ. He is also Board Advisory Chair to two
privately held family businesses. He previously worked
for 15 years with Ryman Healthcare until October 2021, 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 a Member of the Institute of
Directors.
The director standing for election does so with the
support of the Board.
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.
Deloitte was first appointed as auditor in 2020. Mr
Andrew Dick was the lead audit partner for the financial
year ending 30 June 2025. In line with the audit partner
rotation policy Mr Jason Stachurski has been appointed
the lead audit partner for the financial year ending

30 June 2026.
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.

DELEGAT GROUP LIMITED • NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
HOW TO GET TO ELLERSLIE EVENT CENTRE
ELLERSLIE EVENTS CENTRE: CARPARK LOCATION DETAILS
Consistent with last year, access to carparking for the Ellerslie Events Centre has moved.
If you are driving to the venue on Thursday 4 December and wish to use the free parking available, follow the new
carpark instructions below. If you have a mobility parking permit, arriving by taxi or on foot, the access is the same as
previous years.
Arrival by Foot, Taxi, or Rideshare: Drop-offs and foot access remain available via the entrance at 100 Ascot Avenue.
Accessible Parking: Accessible parking is still available near the event centre. Guests with mobility parking permits
can use the designated spaces accessible via 100 Ascot Avenue.
Carpark Location Details:
• Address: 16 Derby Downs Place, Ellerslie, Auckland 1051
• Directions: If you are arriving from the North, please use the Tecoma Street motorway off-ramp exit.
• If you are arriving from the South, please take the Ellerslie-Panmure exit.
• Parking for an event: Please enter at 16 Derby Downs Place, drive through the tunnel and continue on the road until
you reach the carpark that is located within the racecourse infield. Once you have parked your car, head on foot to
the pedestrian tunnel which will guide you safely beneath the racetrack to reach the event centre. (Please do not
cross the racetrack itself). It’s about a 200m walk from the carpark to the Ellerslie Stand (the white building) which
will be the first building you will come across.

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For your proxy to be effective it must be received by 2.00pm (New Zealand time) Tuesday 2 December 2025
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 2025 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: 108318 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 Thursday 4 December 2025 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 Gordon MacLeod be re-elected as a Delegat Director.
Auditor Fees and Expenses
Item 2That 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 and will be attending the meeting remotely, 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 Thursday 4 December 2025 commencing at 2.00pm
And virtually via Computershare’s virtual meeting
Platform https://meetnow.global/nz

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Attending the meeting online
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
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 f
orward once voting is
declared open by the Chair. Once the voting
ha
s opened, the resolution and voting options
will appear.
To
vote, simply select your voting direction
f
r
o
m
the options shown on screen. You can vote for a
ll
resolutions at once or by each resolution.
Your vote has been cast when the green tick
appears. To change your vote, select ‘Change
Y
our Vote’.
Q&A
Navigation
Visit https://meetnow.global/nz
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 a postcode or country
that matches the details recorded on the share
register.
If your registered address is outside
New Zealand,
select your registered country from the drop down list
instead of entering a postcode. Then accept the term s
and conditions and click 'Continue'.
If you are an invited guest
:
You will receive an email invitation to attend the online
meeting. Click on the link in the invitation to access the
meeting.
Please note,
this meeting is only open to invited guests.
Guests will not be able to 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 h
ave any issues accessing the
website please call +64 9 488 8700.
Any eligible shareholder/proxy attending the
meeting remotely is eligible to
ask a question.
S
elect the Q&A tab and type your question into
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to a
ttend 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.
the box at the bottom of the screen and press
'Se
nd '.