DGL 2019 Annual Meeting Notice and Agenda

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS Notice is hereby given that the Annual Meeting of the Shareholders of Delegat Group Limited (the 'Company') will be held at 2.00pm on Tuesday 3 December 2019 in the Boulevard Room, Sofitel Auckland Viaduct Harbour, 21 Viaduct Harbour Avenue, Auckland. Business and Agenda of the Meeting A. Executive Chairman'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 2019 as contained the Company's 2019 Annual Report. D. Resolutions Shareholders will be asked to consider and, if thought appropriate, to pass the following resolutions: 1. Auditor's remuneration: That the directors be authorised to fix the auditor's remuneration. For further details, see Explanatory Note 1. 2. Re-election of John Freeman as Director: John Freeman retires in accordance with the provisions of the constitution of the Company and, being eligible, offers himself for re-election. For further details, see Explanatory Note 2. 3. Re-election of Shelley Cave as Director: Shelley Cave retires in accordance with the provisions of the constitution of the Company and, being eligible, offers herself for re-election. For further details, see Explanatory Note 2. 4. To Adopt a new Constitution: That, the existing constitution of the Company be revoked, and the Company adopt a new Constitution in the form tabled at the meeting and signed by the Executive Chairman for the purposes of identification. For further details, see Explanatory Note 3. Resolutions 1,2 and 3 above 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. Resolution 4 is to be considered as a special resolution and, to be passed, requires the approval of 75% or more of the votes of those shareholders entitled to vote and voting on the resolution, pursuant to section 2(1) of the Companies Act 1993. For further information on the resolutions, please see the Explanatory Notes. E. General Business and Shareholder's Questions Consideration of any Shareholder questions raised during the meeting. Following the formal part of the meeting, the Directors invite Shareholders to join them for light refreshments. On behalf of the Delegat Board Procedural Notes Persons entitled to vote The persons who will be entitled to vote at the meeting are those persons (or their proxies or representatives) registered as holding Ordinary Shares on Delegat Group's share register at 5.00pm on Sunday 1 December 2019 (New Zealand time). Voting will be the way of 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. If you wish to vote in person you should attend the Annual Meeting where you will be issued with a voting card. Please bring your proxy form with you to the meeting to assist with your registration. 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 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 Chairman 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 Chairman will vote according to your instructions. If the Chairman is not instructed how to vote, he will vote in favour of all resolutions. If, in appointing your proxy, you do not name a person to be your proxy, or your named proxy does not attend the 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 1 December 2019. 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 external auditor, Ernst & Young, will be available at our Annual Shareholder Meeting to answer questions from Shareholders relevant to the external audit. Explanatory Notes Resolution 1: Fixing the remuneration of the auditor Section 207(T) of the Companies Act 1993 provides that the Company's auditor is automatically re-appointed at an annual meeting of shareholders of the Company unless there is a resolution or other reason for the auditor not to be re-appointed. Ernst & Young will automatically be re-appointed as the auditor of Delegat Group Limited at the annual meeting. Section 207(S) of the Companies Act 1993 provides that the remuneration of Ernst & Young as auditor are to be fixed in such a manner as the Company determines at the annual meeting. The Board proposes that, consistent with commercial practice, the auditor's remuneration should be fixed by the Directors. Authority for the Directors to fix the remuneration is a resolution at each Annual Meeting of Shareholders of the Company. Ernst & Young was first appointed as auditor in 2006. In accordance with the Company's External Auditor Independence Policy, the lead audit partner is changed every 5 years. The Company's policy regarding rotation of audit partners reduces the risk that independence is compromised while at the same time, helps to preserve valuable knowledge and understanding of the Company's business by providing the Company with the flexibility to retain its external auditor. Mr Brent Penrose was the lead audit partner for the financial year ended 30 June 2019. In August 2019 the Audit and Risk Committee assessed and confirmed the independence of Ernst & Young. Resolution 2&3: Re-election of Directors Under NZX Main Board Listing Rule 3.3.11, and in accordance with the Company's Constitution, one-third of the Company's Directors retire by rotation at the annual meeting of shareholders and are eligible for re-election at that meeting. 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 longer. Managing Director and Executive Director, Mr John Freeman retires by rotation pursuant to NZX Main Board Listing Rule 2.7.1 and offers himself for re-election. John Freeman was appointed to the office of Managing Director and Executive Director, under the prior Listing Rules and was not required to retire at an annual meeting of shareholders. As this is the first annual meeting of shareholders since the new Listing Rules became effective, John is required to retire and does offer himself for re-election. John joined the Board of Delegat Group Limited in July 2018 as Managing Director. John is responsible for developing growth plans, building a high performance organisation and executing on Board approved business plans. He originally joined Delegat in 2005, holding various sales leadership and management roles both in Auckland and in the Group's overseas subsidiary in Australia. John also brings to Delegat his experience from the technology and finance industries, and has a Master of Business Administration degree from the Australian Graduate School of Management. John is a member of the Institute of Directors. Non-executive Director, Ms Shelley Cave retires by rotation pursuant to NZX Main Board Listing Rule 2.7.1 and offers herself for re-election. The Board has determined Ms Shelley Cave is independent. Shelley joined the Board of Delegat Group Limited in September 2016. Her extensive experience in corporate legal affairs, compliance and governance, as well as actively investing in and running small and medium enterprises, underpins her contribution as a director. Shelley is a member of the Institute of Directors. Her background is law, having been a Corporate lawyer for 23 years and for 12 of those years a partner of Simpson Grierson, acting across a wide range of industry sectors. Shelley is currently on the board of the Government Superannuation Fund Authority, and is the director and co-founder of The FoodPath NZ Limited. Shelley is member of the Institute of Directors. The Listing Rules and Company's constitution requires at least two Directors must be determined by the Board to be independent. Shelley had indicated her intention to retire from the Board, at this annual meeting of shareholders, due to personal and family considerations. The Company has begun a search for a replacement but as this has not finalised at the time of holding the annual meeting of shareholders, Shelley has agreed to seek re-election until an appointment is made. Both directors standing for re-election do so with the support of the Board. Resolution 4: Adoption of a new Constitution The Company's existing constitution was adopted on listing on the NZX in 2006 and incorporated the requirements of the then current Listing Rules. Since that time the Listing Rules themselves have been amended several times and changes have been made to the Companies Act 1993 to accommodate changes to embrace an electronic environment and communications. A further substantial change to the Listing Rules took effect from 1 July 2019, subject to a 6 month transitional period. The Company is transitioning to these new rules by the adoption of a new constitution as required by the new Listing Rules. Accordingly, the Company has undertaken a review of the constitution with a view to incorporating amendments required by the Listing Rules and adopting the changes introduced by the Companies Act which are relevant to the Company. Adoption of the new constitution requires the approval of shareholders by special resolution. Amendments proposed to ensure compliance with the new Listing Rules may be summarised as including (note that the "clause" number references below refer to corresponding "Regulation" numbers in the constitution): o Minimum Shareholdings: In exercising the right of the Company to require the sale of a minimum parcel of shares, the Board is no longer required to conduct the sale through the NZX or in some manner approved by the NZX (clause 3.21); o Shareholder Voting: Voting on resolutions must now be conducted by poll as opposed to voting by a show of hands or by voice (clause 6.9). A number of amendments have been made to the existing procedural rules on the holding of polls as a consequence. o Rotation of Directors: The existing rotation provisions have been replaced. A director, including the Managing Director, must not hold office (without re-election) past the third annual meeting following his or her appointment, or three years, whichever is the longer (see clause 7.8). o Election of Directors: The ability to propose a vote to have all nominees for appointment as directors conducted by one resolution has been removed. A separate resolution is required for the appointment of each director (see clause 7.7). The new constitution adopts an order and style similar to the current constitution. Changes additional to those to address Listing Rule requirements mentioned above include: o Legislation references: The revised constitution updates redundant statute references found throughout the existing constitution. For example, references to the Securities Act 1978 and the Securities Transfer Act 1991 have been replaced with the Financial Markets Conduct Act 2013. o Companies Act changes: the Companies Act 1993 was amended in 2012 to recognise the advance of electronic communications in commerce and to facilitate the conduct of business. For example, amendments were introduced to permit the giving of notices of shareholder meetings electronically and to hold "virtual" meetings (see clauses 6.7, 6.11 and 6.21). o Redundant provisions: where a provision of the existing constitution incorporates a Listing Rule which is now redundant, that provision has been removed. o Simplification: the opportunity has been taken to simplify unnecessarily technical provisions to assist shareholding understanding. o Terminology: consistent with Listing Rules, references to financial market descriptions of securities as "financial products" and "Equity Securities" have been adopted where relevant. o NZX references: References to"New Zealand Exchange Limited" and "NZSX Listing Rules" have been updated to "NZX" and "NZX Listing Rules", respectively. o Listing Rule refinements: the current constitution incorporates many Listing Rules in detail which are not expressly required by the Listing Rules to be incorporated in the constitution, but which have been included to provide a more comprehensive document for shareholders. Where these provisions have been incorporated in the existing constitution and the wording of the corresponding Listing Rule has been refined, the new constitution adopts that change. o Dividend payments: an amendment adopts common practice of permitting payments to be made by bank transfer (see clause 5.9). The proposed amendments to the existing constitution do not impose or remove a restriction on the activities of the Company or affect the rights attached to shares. Accordingly, the shareholder minority buy-out rights under the Companies Act 1993 do not apply. The Listing Rules require an NZX approved solicitor to certify that the new constitution, following adoption, complies with the requirements of the Listing Rules. The Company's solicitor's Heimsath Alexander, have provided that opinion. A copy of the new constitution can be viewed on the Delegat Group Limited website at http:/delegat.com. A copy may also be obtained at the registered office of the Company at 10 Viaduct Harbour Avenue, Auckland 1010. End CA:00344084 For:DGL Type:MEETING Time:2019-11-11 08:46:14