SPH Notice - Delegat Holdings Limited (9438308)

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Disclosure of beginning to have substantial holding

Section 276, Financial Markets Conduct Act 2013

To: NZX Limited
and
To: Delegat Group Limited (DGL)

Date this disclosure made: 23 September 2026

Date on which substantial holding began: 23 September 2026

Substantial product holder(s) giving disclosure: Delegat Holdings Limited (9438308)

Summary of substantial holding
Class of quoted voting products: Ordinary Shares in Delegat Group Limited (NZX: DGL, ISIN: NZDGLE0001S3)

Summary for Delegat Holdings Limited:
For this disclosure,—
(a) total number held in class: 66,857,142
(b) total in class: 101,130,192
(c) total percentage held in class: 66.110%

Details of relevant interests
Details for Delegat Holdings Limited:
Nature of relevant interest(s): Power to acquire 66,857,142 ordinary shares in Delegat Group Limited pursuant to
an Agreement for Sale and Purchase of Shares dated 23 September 2026. A copy of the Agreement is attached as
document A (5 pages).

For that relevant interest,—
(a) number held in class: 66,857,142
(b) percentage held in class: 66.110%
(c) current registered holder(s): Jakov Nikola Delegat, Rosamari Suzan Delegat and BPM Trustees (DSPT)
Limited, as trustees of the Delegat’s Shares Protection Trust
(d) registered holder(s) once transfers are registered: Delegat Holdings Limited

For a derivative relevant interest, also—
(a) type of derivative: N/A
(b) details of derivative: N/A
(c) if the substantial product holder is not a party to the derivative, the nature of the relevant interest in the
derivative: N/A

Details of transactions and events giving rise to substantial holding
On 23 September 2026, as part of an internal restructuring of the Delegat’s Shares Protection Trust (the Trust),
Delegat Holdings Limited (DHL) entered into an Agreement for Sale and Purchase of Shares with Jakov Nikola
Delegat, Rosamari Suzan Delegat and BPM Trustees (DSPT) Limited, as trustees of the Trust, under which DHL
agreed to acquire 66,857,142 ordinary shares in Delegat Group Limited from the trustees. The consideration is
market value, currently estimated at approximately NZ$277,000,000, to be satisfied by the issue and allotment by
DHL of 66,857,042 ordinary shares in DHL to the trustees. Accordingly, on execution of the Agreement, DHL
acquired a relevant interest in the DGL shares by virtue of its power to acquire those shares. The transaction was
undertaken in reliance on Section 25B of the Takeovers Code (Class Exemptions) Notice (No 2) 2001.

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Additional information

Address of substantial product holder: Baker Tilly Staples Rodway Auckland Limited, Level 12, 23-29 Albert
Street, Auckland, 1010, New Zealand

Contact details: Michael Bright, Johnston Prichard Fee Limited, +64 21 706 453, michael.bright@jpf.co.nz

Name of any other person believed to have given, or believed to be required to give, a disclosure under the
Financial Markets Conduct Act 2013 in relation to the financial products to which this disclosure relates: Jakov
Nikola Delegat, Rosamari Suzan Delegat and BPM Trustees (DSPT) Limited, as trustees of the Delegat’s Shares
Protection Trust, are expected to make a separate Form 2 disclosure of change in nature of their relevant
interests.

Certification
I, Michael Bright, certify that, to the best of my knowledge and belief, the information contained in this disclosure
is correct and that I am duly authorised to make this disclosure by all persons for whom it is made.

Execution version
DELEGAT HOLDINGS LIMITED
JAKOV NIKOLA DELEGAT, ROSAMARI SUZAN DELEGAT AND BPM TRUSTEES (DSPT) LIMITED
AGREEMENT FOR SALE AND PURCHASE OF SHARES IN
DELEGAT GROUP LIMITED
Docusign Envelope ID: 83A46B1D-13BB-8329-8248-D60B19E694A9
"A"

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AGREEMENT dated
PARTIES
DELEGAT HOLDINGS LIMITED, company number 9438308 (“DHL”)
JAKOV NIKOLA DELEGAT, ROSAMARI SUZAN DELEGAT and BPM TRUSTEES (DSPT) LIMITED,
in their capacity as Trustees of the Delegat’s Shares Protection Trust (the “Trustees”)
BACKGROUND
A.Delegat Group Limited, company number 523716 (the “Company”), is listed on the main
board equity market of NZX.
B.The Trustees jointly own 66,857,142 ordinary shares in the Company (the “Shares”),
representing 66.11% of the total share capital of the Company.
C.The Trustees have agreed to sell, and DHL has agreed to purchase from the Trustees, all of
the Shares on the terms and conditions of this Agreement.
OPERATIVE PROVISIONS
1.INTERPRETATION
1.1 Definitions: In this Agreement, unless the context otherwise requires:
“Company” has the meaning given to that term in paragraph A of the Background section
to this Agreement.
“Completion” means completion of the sale and purchase of the Shares in accordance with
this Agreement.
“Consideration Shares” means 66,857,042 ordinary shares in DHL.
“Encumbrance” means each of the following:
(a)any mortgage, charge, encumbrance, lien, pledge, finance lease, sale (or lease) and
lease-back, sale and repurchase, assignment by way of security, title retention
arrangement or similar interest imposed by statute, or third party right, whether
legal or equitable or other arrangement of any nature having similar economic effect
to any of the foregoing; and
(b)any present or future right or interest in personal property that is a security interest
for the purposes of the Personal Property Securities Act 1999.
“Shares” has the meaning given to that term in paragraph B of the Background section to
this Agreement
1.2 Interpretation: Unless the context otherwise requires, or as specifically provided
otherwise, in the interpretation of this Agreement:
(a)headings are to be ignored;
Docusign Envelope ID: 83A46B1D-13BB-8329-8248-D60B19E694A9
23 September 2026

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(b)references to clauses and schedules are to those in this Agreement;
(c)“written” and “in writing” include any means of reproducing words, figures or
symbols in a tangible and visible form;
(d)the singular includes the plural and vice versa;
(e)a reference to a party includes that party’s successors and permitted assigns; and
(f)a rule of construction does not apply to the disadvantage of a party because the
party was responsible for the preparation of this agreement or any part of it.
2.AGREEMENT TO EXCHANGE SHARES
2.1 Agreement: The Trustees shall sell, and DHL shall purchase, the Shares for the
consideration and on the terms and conditions set out in this Agreement.
2.2 Consideration: The consideration for the transfer of the Shares is market value, currently
estimated at approximately NZ$277,000,000, to be satisfied by the issue and allotment of
the Consideration Shares to the Trustees, and DHL setting off $100 owed by the Trustees in
connection with the 100 Shares issued to the Trustees on the incorporation of DHL.
2.3 No Encumbrances: The Shares must pass to DHL free of all Encumbrances.
2.4 Entitlements with Shares: On Completion, the Shares shall pass to DHL together with all
rights, benefits and entitlements attached to them.
3.COMPLETION
3.1 Completion date: Completion shall take place on 23 September 2026 or such other date
agreed in writing by the parties.
3.2 Obligations at Completion: At Completion:
(a)the Trustees shall deliver to DHL an off market transfer form in respect of the Shares
duly executed by the Trustees

in registrable form; and
(b)DHL shall deliver to the Trustees:
(i)evidence of the passing by the board of DHL a resolution approving the issue of
the Consideration Shares to the Trustees; and
(ii)a copy of the share register of DHL showing the Trustees as the holder of the
Consideration Shares.
3.3 Completion simultaneous: The applicable obligations in clause 3.1 are interdependent and
must be carried out, as nearly as possible, contemporaneously. If one action does not take
place, then without prejudice to any rights available to any party as a consequence:
(a)there is no obligation on any party to undertake or perform any of the other actions;
and
(b)to the extent that such actions have already been undertaken, the parties must do
everything reasonably required to reverse those actions.
Docusign Envelope ID: 83A46B1D-13BB-8329-8248-D60B19E694A9

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4.GENERAL
4.1 Further assurances: Each party will from time to time on request by the other party
execute and deliver all documents and do all other acts and things, which are necessary or
reasonably required to give full force and effect to the provisions of, and arrangements
contemplated by, this Agreement.
4.2 Trustee limitation: Each of the Trustees has entered into this Agreement solely in his, her
or its capacity as trustee of the Delegat’s Shares Protection Trust and, accordingly, each
Trustees’ liability shall extend only to the assets which are for the time being the subject of
that Trust, and in the hands of the Trustees in the proper course of administration of that
Trust, provided however that this limitation shall not apply to the extent that the liability
under this Agreement arises out of that Trustee’s own dishonesty, wilful misconduct or
gross negligence.
4.3 Entire agreement: This Agreement constitutes the entire agreement and understanding
(express and implied) between the parties relating to the subject matter of this Agreement
and supersedes and cancels all previous agreements and understandings between the
parties relating thereto, whether written or oral.
4.4 Electronic signature: Each party hereby irrevocably consents to the use of electronic
signatures for the purposes of the Contract and Commercial Law Act 2017, including:
(a)to sign this Agreement; and
(b)in relation to documents, notices, correspondence or the like relating to this
Agreement,
and agrees to be bound by this Agreement and any documents, notices, correspondence or
the like relating to this Agreement executed by electronic signature.
4.5 Counterparts: This Agreement may be signed in any number of counterparts, including
scanned copies, all of which will together constitute one and the same instrument and a
binding and enforceable agreement between the parties. Any party may execute this
Agreement by signing any such counterpart.
4.6 Governing law: This Agreement is governed by, and will be construed in accordance with,
the laws of New Zealand.
SIGNATURES
DELEGAT HOLDINGS LIMITED by:
Signature of J Delegat - Director Signature of R Delegat - Director
Docusign Envelope ID: 83A46B1D-13BB-8329-8248-D60B19E694A9

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JAKOV NIKOLA DELEGAT in his capacity
as trustee of the Delegat’s Shares
Protection Trust in the presence of:
J N Delegat
Signature of witness
Name of witness
Occupation
City/town of residence
ROSAMARI SUZAN DELEGAT in her
capacity as trustee of the Delegat’s Shares
Protection Trust in the presence of:
R S Delegat
Signature of witness
Name of witness
Occupation
City/town of residence
BPM TRUSTEES (DSPT) LIMITED in its
capacity as trustee of the Delegat’s Shares
Protection Trust, by its director in the
presence of:
B P Meech
Signature of witness
Name of witness
Occupation
City/town of residence
Docusign Envelope ID: 83A46B1D-13BB-8329-8248-D60B19E694A9
Auckland
Michael Bright
Solicitor
Solicitor
Auckland
Nikhat Chandra
Robin Christine Dwyer
Legal Executive
Auckland