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2016 Annual Report of T&G Global Limited

Annual Report16 March 2017TGGConsumer Staples

ANNUAL REPORT
DECEMBER 2016

T&G Global Limited and subsidiary companies
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T&G 2016XXXXX

The word that stands out when describing

2016 for T&G Global is integration.

After several years of acquisitions,

we’ve bedded in new structures and

processes and are primed for growth both

in New Zealand and worldwide.


We have the people, business structure

and brands in place to further support

the global communities in which we

operate and provide a return for our

stakeholders as we move towards our

target of NZ$2 billion revenue by 2022.

Primed for Growth

INTRODUCTION

T&G Results 02

Board of Directors 04

Chairman's Report 07

CEO's Report 08

T&G Group Financial Summary 10

OUR COMPANY 38

Our People 40

Protecting Our People 44

Our Community 48

CONSOLIDATED FINANCIAL STATEMENTS

Independent Auditor's Report 58

Income Statement 62

Statement of Comprehensive Income 63

Statement of Changes in Equity 64

Balance Sheet 65

Statement of Cash Flows 66

Notes to the Financial Statements 67

Five Year Financial Review 107

Directory 108

BUSINESS DIVISIONS 18

Pipfruit 20

International Produce 24

New Zealand Produce 28

Processed Foods 32

CONTENTS

SUSTAINABILITY

34

OUR HOUSE OF BRANDS

12

CORPORATE GOVERNANCE

52

STATUTORY INFORMATION

54

ANNUAL MEETING

Tuesday 20 June 2017

Notice of the meeting will be sent to shareholders

separately in due course.

ACKNOWLEDGEMENTS

The Board acknowledges the efforts and contribution

of all staff towards a successful year and thanks each

member of the team that delivered the improved

operational performance.

DIRECTORS' STATEMENT

The Annual Report is dated 28 February 2017 and is

signed on behalf of the Board by:


Prof. Klaus Josef Lutz

Chairman


Sir John Anderson

Deputy Chairman

Please consider the environment before printing.

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T&G 2016XXXXX

FINANCIAL YEAR

20162015

REVENUE

$872m$813m

OPERATING PROFIT

$33.4m$30.2m

PROFIT AFTER INCOME TAX

$32.4m$19.5m

NET ASSETS

$347m$321m

NET TANGIBLE ASSETS PER SHARE*

$2.62$2.47

* Total net assets less total intangible assets, divided by number of ordinary shares.

T&G R E SULT S

T&G 2016 RESULT S

T&G Global's GM Covered Crops, Anthony Stone

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Sir John

Anderson

KBE

Deputy Chairman

& Independent Director

Prof. Klaus

Josef Lutz

Chairman & Non-

independent Director

Rob Campbell

BA (Hons First Class),

MPhil (Economics)

Independent Director

Christiane Bell

Non-independent Director

Carol Campbell

BCom, CA, ChMinstD

Independent Director

John Wilson

B.Agr.Sc

Independent Director

BOARD OF DIRECTORS

Andreas Helber

Non-independent Director

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T&G Global Limited and subsidiary companies

Director since

April 2012

Board committees

Member of the Finance, Risk

and Investment Committee

An accountant by profession,

Sir John Anderson built a

highly successful career in

banking and was knighted

in 1994. He helped form the

merchant bank Southpac

in 1972 and by the time he

retired in 2005, he was the

CEO of ANZ National Bank.

Sir John Anderson is currently

chairman of Steel & Tube

Holdings, NPT Limited and

NZME Limited. He was the

former chairman of the NZ

Venture Investment Fund,

Television New Zealand

and PGG Wrightson.

Director since

February 2014

Board committees

None

Christiane Bell is the current

General Manager Fruit at

BayWa and responsible for

BayWa’s fruit business. Mrs

Bell has served as head of

fruit, vegetables and baked

goods at discounter

Penny and as Sales Director

Germany / Scandinavia

with Dutch company The

Greenery.

Mrs Bell is currently director

of Obst vom Bodensee

Vertriebsgesellschaft m.b.H.

and TFC Holland B.V..

Director since

June 2010

Board committees

Chair of the Finance, Risk

and Investment Committee,

Member of the Human

Resources Committee

Carol Campbell is a chartered

accountant and a member

of Chartered Accountants

Australia and New Zealand.

Mrs Campbell is a director of

The Business Advisory Group,

a chartered accountancy

practice, where she advises

privately owned businesses.

Prior to that, she was a

partner at Ernst & Young for

over 25 years. Mrs Campbell

has extensive financial

experience and a sound

understanding of efficient

board governance.

Mrs Campbell is a director

of NZ Post Limited, Kiwibank

Limited, Kingfish Limited,

Marlin Global Limited,

Barramundi Limited, NPT

Limited, NZME Limited and a

number of other companies,

and is chair of Ronald

McDonald House Charities in

New Zealand.

Director since

October 2010

Chairman

April 2011 to March 2012

Board committees

Member of the Human

Resources Committee

Rob Campbell has over

30 years’ experience in

investment management

and corporate governance.

He trained as an economist

and has worked in a variety

of capital market advisory

and governance roles over

a long period.

Mr Campbell is currently

chairman of Summerset

Group Holdings Limited

and Tourism Holdings

Limited, and a director

of Precinct Properties as

well as other substantial

private companies based in

Australia and New Zealand.

In addition he is a director

of, and advisor to, a number

of hedge and private

equity funds in a number of

countries.

Director since

April 2012

Board committees

Member of the Finance,

Risk and Investment

Committee

Andreas Helber has been

the Chief Financial Officer

of BayWa since 2010

and began his career as

a business graduate at

KPMG in Munich. In 2000

Mr Helber joined BayWa

as Head of Finance.

He subsequently took

over as manager of

Investor Relations and

was appointed Executive

Manager in 2007 and then

into his current role as CFO

in 2010.

Mr Helber is a member of

the supervisory boards of a

number of listed and private

companies including R+V

Pensionsversicherung AG,

RWA Raiffeisen Ware Austria

AG, and Unser Lagerhaus

Warenhandelsgesellschaft

m.b.H..

Director since

April 2012

Board committees

None

Prof. Klaus Josef Lutz

has been the Chief

Executive Officer of BayWa

Aktiengesellschaft (BayWa)

since July 2008. He began

his career initially as a

lawyer but soon assumed

managerial positions in a

number of different sectors

which enabled him to gain

extensive experience, above

all in the restructuring and

development of companies.

He is a member of the

supervisory boards of a

number of listed and private

companies including Euro

Pool System International

B.V. (chairman), RWA

Raiffeisen Ware Austria

AG, Unser Lagerhaus

Warenhandelsgesellschaft

m.b.H. and Giesecke &

Devrient GmbH (chairman).

In 2013, Prof. Lutz was

appointed as an honorary

professor of Managerial

Economics of Co-operative

Societies at the Technische

Universität München.

Director since

April 2012

Board committees

Chairman of the Human

Resources Committee

John Wilson is currently

the Chairman of dairy

co-operative Fonterra.

He is a chartered member

of the Institute of Directors

in New Zealand and on

the Executive Board of

the New Zealand China

Council.

Mr Wilson lives on his

farm near Te Awamutu

and jointly owns a dairy

farming business based

near Geraldine, South

Canterbury.

BOARD OF DIRECTORS T&G 2016T&G 2016 BOARD OF DIRECTORS

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T&G 2016XXXXX

T&G Global Limited and subsidiary companies

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CHAIRMAN'S

REPORT

PROF. KLAUS JOSEF LUTZ

Chairman

The Board of Directors presents the Annual

Report including the financial statements

for T&G Global Limited and its subsidiary

companies ("T&G Global") for the year ended

31 December 2016.

On behalf of the Board I am delighted to report another

successful year for T&G Global due to its continued focus

on the pursuit of its Strategy 2022 and mission statement.

The result is evident in the strong financial performance

and the demonstrable improvement in so many aspects

of T&G Global’s business from its increasing focus on

understanding the needs of its growers and customers

through to the health and safety of its people.

Resilience through diversity

2016 has reminded us all of the need to be open to the

challenge of unexpected change. Globally, both Brexit

and the US election may require companies to adapt

to a changing political and business environment with

potential impact to free trade agreements or possible

trade embargoes being particularly relevant to T&G Global.

Thankfully one of our strengths is diversity of business

which has given T&G Global the resilience to not only

survive but also recognise such events as opportunities for

further growth.

T&G Global now trades more than 100 different types

of fruit and vegetables in over 60 countries. Our 1,500

employees from over 25 nationalities willingly meet the

differing needs of our customers all around the world.

This diversity, in its many forms, enabled T&G Global to

deliver a strong 2016 result. Improvements in New Zealand

wholesale markets helped absorb some of the negative

impact of hail to pipfruit orchards in New Zealand and a

strong performance in one international market has more

than offset the impact of a weak season in another. Such

a diverse portfolio of businesses has provided T&G Global

with the combined strength and commonality of purpose

that is vital to a strong “One T&G” culture and a sustainable

future.

Sustainable future

To support the communities in which T&G Global operates

and to satisfy the demands of our global consumers, it

is imperative that T&G Global continues to invest in its

operations and its customer relationships to ensure it is not

only environmentally but also financially sustainable.

Since BayWa became a shareholder in March 2012, T&G

Global has invested over $200 million in capital expenditure

and projects which has grown the business and its

workforce.

In 2016, T&G Global launched what is believed to be

the world’s first online ordering platform for wholesale

customers. New offices were opened in Thailand and Japan,

all of which brings us closer to customers and builds a

stronger understanding of differing customer requirements.

T&G Global will continue to invest in significant capital

projects, its network and its people to meet its Strategy

2022 targets.

I am also pleased to report that sustainability projects,

which included waste reduction and biodiversity projects,

have made good progress in 2016. T&G Global is well on its

way to its energy reduction targets for 2017.

As we congratulate T&G Global employees around the globe

on all they have achieved in 2016 and look towards the

future, we are reminded of the importance of continuing to

work closely with our growers, partners and customers to

ensure we build a sustainable future for everyone.

CHAIRMAN'S REPORT T&G 2016

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T&G 2016XXXXX

CEO'S

REPORT

ALASTAIR HULBERT

Chief Executive Officer, T&G Global

T&G Global first started trading in 1897.

From humble beginnings, we have grown to

be New Zealand’s largest grower, marketer

and exporter of fresh fruit and vegetables. In

addition to our New Zealand base we have

truly expanded internationally with growing

enterprises and sales offices around the world.

We have 1,500 staff in offices across 12 countries providing

us with a truly global footprint and in-market resources to

support our customers and growers across the globe.

In 2016, T&G Global ranked among the top 10 responsibility

leaders in a corporate reputation survey by Colmar Brunton

for the first time. We are committed to further building our

corporate reputation at an international level.

We are well positioned and primed for growth thanks to a

continued focus on accountability, exemplary food safety

and biosecurity processes. Our customers’ needs are always

to the fore when we grow, deliver and market the best

quality produce around the world.

As I reflect on our past year, and those since 2012, the

amount of change T&G Global has been through has been

immense. That change includes a new ownership with our

current owners BayWa investing significantly in our business

and a new company identity and name followed by a year of

stability as we embedded a new purpose, mission, mindset

and strategic pillars throughout our business.

In 2015, we stepped up a gear as we went through a period

of acquisitions and integration under the theme ‘unity and

growth’. The past year has been about consolidation and

building on our foundation. We have done this with the

support of our shareholders, growers, customers and people.

The end result is revenue has risen to $872 million from

$813 million last year and our profit after income tax has

lifted by $13 million to $32 million.

Our business is stable with a clearly charted course. We are

on track to achieve our Strategy 2022 target of NZ$2 billion

in sales revenue and are well positioned for continued

growth both in New Zealand and our international markets.

We have the people, business structure and brands in

place to allow us to further support the global communities

in which we operate as well as provide a return for our

stakeholders. We are placing an increasing focus on

sustainability, fairness and diversity.

T&G Global is also focused on growing our key international

markets including the United States where we have had

a long association. To support this activity, on 3 March

2017, T&G Global increased its shareholding in David

Oppenheimer & Company I., L.L.C. (Oppy) to 39.4%

from 15.0%. At the same time Oppy announced it was taking

a 50% shareholding in Delica North America, Inc. (T&G

Global’s North American export business). Our increased

share in Oppy recognises the importance of the American

market for our JAZZ™ and Envy™ apples and gives T&G

Global greater access to additional American customers

for our other key categories.

It’s an honour to lead a business with such strong

credentials and a 120 year long heritage. Thank you to

everyone who has contributed to our result and supported

T&G Global during the past year including our people,

Executive team and our Board of Directors.

I look forward to sharing 2017 and our continued growth

with you.

T&G 2016 CEO'S REPORT

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T&G 2016T&G 2016FINANCIAL SUMMARYFINANCIAL SUMMARY

T&G GROUP

FINANCIAL

SUMMARY

HARALD HAMSTER

Chief Financial Officer

T&G Global is pleased to announce a profit

after tax increase of 67% to $32.4 million for

the year ended 31 December 2016.

The 2016 financial year was another year of growth for

T&G Global with improvements in both operating profit

and profit after tax from the 2015 financial year. This

result has been achieved through a combination of solid

performances from most of T&G Global’s divisions and the

strategic sale of T&G Global’s crate hireage business, the

Fruit Case Company (FCC).

Revenue and operating profit growth in 2016

The 2016 financial year saw continued strong pricing for

New Zealand apples and a full year of trading from the

tomato companies acquired towards the end of 2015. T&G

Global also experienced strong growth in table grapes

and asparagus out of Australia and North America. New

kiwifruit sales in Southeast Asia through a memorandum

of understanding with Zespri, and uplifts in business in the

New Zealand, Australian and Fijian domestic markets also

contributed to the result.

These factors contributed to T&G Global experiencing an

increase in revenue of $59.0 million or 7%, a pleasing result

given the strong revenue growth already experienced in

2015. The revenue gains were offset by approximately $7.5

million of lost revenue due to the sale of FCC.

T&G Global saw a corresponding increase in purchases,

raw materials and consumable costs of $52.6 million or 9%,

which offset some of the growth in revenue.

Total other operating costs increased by $10.7 million or

5%. Depreciation and amortisation expenses increased

by $2.5 million due to a rise in T&G Global’s asset base.

This was a result of prior year business acquisitions and a

higher depreciation base for the Group’s properties caused

by property revaluations carried out in the final quarter of

2015.

The Group continued to grow its presence globally with

new trading offices in Thailand, Japan and Europe, and

this growth contributed to an increase in employee costs.

During 2016, employees of T&G Global saw inflationary

adjustments in remuneration and received an incentive

payment which recognised their contribution towards a

good result in 2015. These factors contributed to employee

costs increasing by $10.2 million or 9% from 2015.

T&G Global’s operating profit for the 2016 financial year

of $33.4 million is an increase of $3.2 million or 10%

from last year. This increase is due mainly to operational

improvements made in the Pipfruit and New Zealand

Produce divisions, although this was offset by weaker

performances in the International and Processed Foods

divisions

The improvements in T&G Global’s main operating divisions

combined with the one-off gain from the sale of FCC saw

profit after income tax improve to $32.4 million, a $13.0

million or 67% increase from 2015.

Steady growth in Pipfruit division

Since 2014, T&G Global has been embarking on a

programme to expand its growing operations and the 2016

financial year saw the first impacts from this programme,

with increases in volume that will continue over time as

young trees mature to full production. The increases in

volume of T&G Global’s own-grown apples in 2016 more

than compensated for the loss in volume of traded product

due to adverse weather events in the Nelson region.

In the Northern Hemisphere, T&G Global’s partner growers

increased their harvested volumes of JAZZ™, Envy™, and

Pacific Rose™ for domestic and export sales in North

America and Europe, leading to higher royalty income in

2016 as T&G Global owns the plant variety rights (PVR) to

these varieties.

Despite the continued pressure in the Continental

European and United Kingdom markets from oversupply of

apples, JAZZ™ has performed well in terms of volume and

pricing, giving growers in these regions comfort to further

invest in this variety. Envy™ has also started becoming more

popular with new plantings in Italy and Spain which will

support growth in this region as demand for Envy™ grows.

Sales into Asia have increased again in 2016 partly due

to the newly established offices in Thailand and Japan, as

well as further expansion through T&G Global’s Chinese

operation.

Overall, the division’s operational result from last year has

been driven by improved continuity of year-round supply

and strong in-market pricing. Operating profit in the Pipfruit

division increased to $32.5 million during 2016 from $32.0

million in the prior year. The average return to growers of

T&G Global’s apple varieties JAZZ™ and Envy™ improved this

year to $30.3 and $49.0 per box respectively.

With Envy™ once again generating high returns, T&G

Global’s own orchards and its New Zealand partner growers

achieved record earnings per hectare.

International Produce division held back by

unexpected costs

2016 was a year of investment, success and growth for

many parts of the International Produce division, with

external revenue increasing by $45.2 million from 2015.

Increased volumes and margins in global trading of table

grapes, asparagus and blueberries saw revenue from

Australian and North American exports reach new highs.

Further growth in New Zealand exports into Asia and

the Pacific Islands as well as the import businesses into

Australia and Fiji also contributed to the increase in

revenue.

The default of a major customer and additional set-up

costs for newly established overseas offices tempered the

successes in 2016, resulting in a reduction in operating

profit of the division to $2.2 million from $4.8 million in

2015. Despite this, the International Produce division is well

positioned to recover in 2017.

New Zealand Produce division business success

In 2014, the New Zealand Produce division reported an

operating loss of $0.1 million. Two years on, the division

has returned an operating profit of $8.9 million. This

improvement is the result of a new customer centric model

that has helped regain market share for the wholesale

markets, improve results for imports of tropical fruit, and

drive T&G Global’s Covered Crops business to achieving

record profits.

Other highlights in 2016 for New Zealand Produce

included positive profit contributions from T&G Global’s

maturing berryfruit operations, and operational changes

at the transport business leading to a return to positive

contributions.

The turnaround in New Zealand Produce has been

particularly pleasing and through its customer centric focus,

commitment to operational improvements, and organic

business growth, the division has returned to its traditional

role as the backbone of T&G Global.

Challenges at Processed Foods division

Processed Foods had a challenging year in 2016 having

to contend with lower prices, competitive markets in

Australia, unfavourable NZD to AUD exchange rates, and

other market and processing issues. Apples available for

processing were also down on prior year resulting in the

processing plants operating below capacity. These factors

left the division in a loss-making situation in 2016.

Fruitmark also suffered from competitive price pressures

in the Australian market resulting in reduced margins. On

a more positive note, Fruitmark established an American

office in 2015, which should make a positive contribution in

2017.

Solid financial position

Total net assets for T&G Global as at 31 December 2016

have increased by $25.9 million from 31 December 2015

due mostly to a reduction in borrowings during the year.

T&G Global’s total borrowings decreased by $20.9 million

with repayments towards the term debt facility accounting

for most of this decrease.

This was offset by a reduction in total assets, mostly through

property, plant and equipment which decreased by $7.4

million. This decrease was due to the sale of FCC and other

asset disposals, as well as higher depreciation expenses.

T&G Global’s capital expenditure programme of $34.0

million was fully funded from normal operations.

Share capital has increased by $6.0 million in 2016 because

of a dividend reinvestment plan that was concluded earlier

in the year.

Due to a stronger net asset position, net tangible assets per

share* increased from $2.47 per share to $2.62 per share.

Earnings per share** also significantly improved from 15.4

cents per share in 2015 to 25.1 cents per share in 2016.

*Net tangible assets per share is defined as total net assets less

intangible assets divided by number of shares issued at balance date.

** Earnings per share is net profit attributable to equity holders of the

issuer divided by the weighted average number of shares for the year.

OUR HOUSE
OF BRANDS

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T&G 2016OUR HOUSE OF BRANDS

CONSUMER BRAND STORIES
Caption

JAZZ™. The Jazz sensation.

Day after day, in some of the world’s most beautiful

orchards, a unique apple is proudly grown by an

enthusiastic group of passionate growers. The result is

a natural work of art that’s both sun-kissed and carefully

nurtured. Because JAZZ™ apples are just apples. Right?

Until you bite into it, that is.

For this is an apple that’s a true taste sensation. An apple

that zigs when others zag. And apple that’s zingy, fresh,

zesty – an invigorating flavour explosion that once bitten,

is never forgotten.

Because the thing about traditional apples, is that they can

sometimes be a bit...traditional. But this? This little wonder

is an all-year-round, super-wholesome, one-way ticket to

natural refreshment nirvana.

It’s the ultimate convenience food that feels good, works

wonders, and captures all the best bits of nature into a

single snack.

jazzapple.com

Envy™. Bite & Believe.

Day after day, whether in blazing sun, pouring rain, biting

cold, and blowing wind, our dedicated growers remain

passionate about their Envy™ apples.

You see, the more we live the way we do, the more of us

search for a little parcel of purity. A perfect piece of nature.

A time when life was quieter and maybe a little gentler.

And where an ingredients list wasn’t 12 lines long.

Envy™ is the antidote.

It’s an apple grown for our busy, modern lives. A pure and

pristine apple that’s a genuine work of orchard-growing

genius. And one you can enjoy just about anywhere. With

its extraordinary crunch and texture, refreshingly sweet

palette and beautiful colours – it’s nature’s passport to a

magical moment of indulgent time. Brought to you from

the world’s most caring growers.

envyapple.com

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T&G 2016

OUR

BRANDS

The T&G Global business brand has operated in the

produce industry for 120 years and is built on quality

heritage and a passion for fresh produce.

Here at T&G Global, we work alongside some of the

world’s most passionate growers to deliver the highest

quality fresh fruit and vegetables. We’re flavoursome

food lovers, constantly exploring sustainable growing

practices for year-round freshness. All so we can

provide a healthier lifestyle for people, and the planet

we share.

Our consumer brands of JAZZ™,

Envy™, Pacific Rose™ and

Beekist™, are sold in over 70

countries around the world.

Our most important assets, along with

our people, are our brands linked to our

intellectual property, key categories and

business identity.

Each has a story to tell and enables us

to connect and add value to our trade

customers, growers and consumers.

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T&G 2016T&G 2016OUR HOUSE OF BRANDSOUR HOUSE OF BRANDS

Pacific Rose™. Life is Rosy.
Life’s full of surprises. But, just occasionally, it’s good to

know exactly what you’re getting. And with a Pacific Rose™

apple, we almost guarantee it.

For starters, it looks naturally beautiful. Its gorgeous

natural blush pink colour is both unique, and a fine

example of a sun-kissed apple that’s grown with genuine

care, and all-year-round expertise.

But the real proof is in the eating. With its fragrant

aroma, lush texture and satisfying crunch, your first bite

reveals a taste and firmness that’s as delightfully juicy

as it is enduringly comforting. It’s a natural apple sorbet;

balanced, hydrating and light.

No surprises, then, that it’s loved and admired as the

perfect pick me up – just the way nature intended.

pacificroseapple.com

Beekist™. Grown by people, pollinated by bees.

Here at Beekist™, our friendly growers are supported by

another team of little helpers – in the form of humble,

hard-working bumblebees.

You see, it takes something of a small miracle to handcraft

the perfect flavoursome tomato. Soft rainwater. Gentle

encouragement. Minimal interference. And round-the-

clock care.

Our friendly bees fly freely between all our specially

selected vine varieties, gently visiting each flower to ensure

pollination just the way nature intended.

The result is a taste sensation that everyday foodies with a

fascination for flavour love – just hours after they’re hand-

picked from the vine.

beekist.co.nz

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T&G 2016OUR HOUSE OF BRANDS

BUSINESS
DIVISIONS

Our roots go back to 1897, when Edward

Turner Esquire began his New Zealand

fruit auction business with two partners.

Today we operate right across the

globe, with 1,500 permanent employees

and thousands more seasonal staff at

harvest times.

But size alone doesn’t put us at the

forefront of the produce business

worldwide. It’s our commitment to

raising the bar in freshness, in quality,

in innovation, in sustainability and in

being the best people to deal with for

customers, growers and employees alike.

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T&G 2016 BUSINESS DIVISIONS

PIPFRUIT
DARREN DRURY

Executive General Manager Pipfruit

T&G Global’s Pipfruit division encompasses

all the global growing, packing, cool storage,

distribution, sales and marketing of apples

and pears.

In New Zealand, T&G Global is the largest

exporter of apples, responsible for one-third

of New Zealand’s crop. JAZZ™ and Envy™

apples are grown, marketed and distributed

around the world.

Global team

In 2016, the Pipfruit division built on the foundations for

growth, laid down during the previous year, as it recruited

a team of market and sector professionals to lead that

growth in both new and established markets. The new

senior appointments include Joe Barsi, president in

North America for T&G Global, and Frank Alluine, Variety

Development Manager in Europe. Both will oversee growth

in these markets and strengthen and expand T&G Global’s

relationship with growers, sales agents and customers.

Expansion in North America

As part of plans to expand the North American apple

programme, T&G Global’s US subsidiary ENZAFRUIT

Products Inc. (EPI) took over management of the

programme. EPI opened a new office in Wenatchee,

Washington State, in the heart of the major growing

regions and close to key grower and distribution partners.

A third domestic sales agent, Columbia Marketing

International Inc. (CMI) was also added joining long-time

partner the Oppenheimer Group (Oppy) and Rainier Fruit

Company (RFC). Oppy will continue to market the majority

of T&G Global’s North American programme and is set to

grow its sales of pipfruit, leveraging its extensive market

experience and long-term relationship with T&G Global.

The revamped programme is intended to harness the

strengths of all three sales agents including RFC and

CMI’s knowledge and experience as vertically integrated

producers and Oppy’s long history as a marketer and

distributor. The changes will support T&G Global’s efforts

to get closer to customers, strengthen relationships

and become more connected across the supply and

distribution chain.

All that JAZZ™ and then some Envy™

T&G Global continues to expand the global JAZZ™ and

Envy™ programmes on the back of continued growth in

demand for these hugely popular varieties. In 2016, an

additional 660 hectares were planted across the USA,

France, New Zealand, Italy, Spain, the United Kingdom

and Germany. While new plantings will take time to be

established, they will in time contribute to T&G Global’s

target of delivering 20 million cartons of apples globally

by 2020. Further plantings are planned in many of these

growing regions in 2017 and 2018.

A brand that’s refreshing

T&G Global invested significantly in JAZZ™ in late 2016

with the start of an international refresh of the bi-colour

apple brand. Our growers share T&G Global’s passion

for growing JAZZ™ in regions across the United Kingdom,

France, Italy, Switzerland, Austria, North America, Chile,

South Africa, Australia and New Zealand. JAZZ™ is now a

top five premium apple in the USA thanks largely to its

consistent quality but the ambition is to move into the top

three globally by 2022 and be the number one preferred

choice among our target consumers. The refresh of the

JAZZ™ brand is attracting new customers and ensuring

JAZZ™ remains relevant as a refreshing eating experience

and a spirited, vibrant and fun brand.

PIPFRUIT SUPPLY AND DISTRIBUTION

Retailers

Consumers

T&G

in-market

sales office

In-market

partners (importers,

wholesalers,

sales desks,

distributors)

T&G Pipfruit

sales team

NZ T&G

growing

operations

NZ

third-party

growers

International

third-party

growers

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BUSINESS DIVISIONS T&G 2016T&G 2016 BUSINESS DIVISIONS

MARKETS
United Kingdom

Worldwide Fruit Limited (WFL) enjoyed strong success

in 2016 with significant growth in volumes sold through

supermarket giant Aldi. In 2016, WFL sold one million tray

carton equivalents of JAZZ™ for the first time, built partly

on the successful expansion into European supermarket

chains, Aldi and Lidl.

North America

Beyond the expansion initiatives for the US domestic

programme, the Pipfruit division continues to diversify

its market base outside of North America. Exclusive

management of the export programme for US-origin fruit

is now handled through T&G Global’s US-based export

market team. All of these changes underpin a plan to

grow our T&G programmes from the current two million

plus cartons produced per annum to more than triple this

number by 2022.

Europe

Across Europe demand continues to grow for both JAZZ™

and Envy™ varieties - on the supply side from growers, and

on the demand side from European customers. In 2016,

prices for JAZZ™ apples reached their highest sales price

since the variety was introduced in 2001. Strong prices

were also recorded for other varieties including Envy™,

Pink Lady, Royal Gala, Braeburn, Cox, Fuji, and organic

apples. T&G Global’s European team had a presence at

the two major European fruit trade shows, Fruit Logistica

Berlin and Fruit Attraction Madrid, with strong interest in

T&G Global’s offerings at both events. In France, more than

ten retailers have now joined our T&G programmes.


Asia

T&G Global’s expansion into Asia has assisted the Pipfruit

division to grow its relationships and opportunities across

Asia, notably in Thailand and Japan.

Fuji had a successful

season with Taiwan

again preferring New

Zealand fruit over other

southern hemisphere

growing regions.

JAZZ™ apples achieved

their highest prices

in Europe since the

variety was introduced

in 2001.

NZ Royal Gala

continues to be

preferred due to its

superb taste, colour

intensity and overall

eating experience.

Envy™ is performing

exceptionally well

on orchard and in-

market.

JAZZ™ is experiencing

good growth in

emerging markets such

as Thailand and China.

Royal Gala

performed well

across many

markets

Strong

performance

in Vietnam

for Envy™

Braeburn and Pink Lady

performed well in the UK and

EU with returns stronger than

previous seasons.

Joe BarsiFrank Alluine

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T&G Global Limited and subsidiary companies

T&G 2016 BUSINESS DIVISIONS

INTERNATIONAL
PRODUCE

SARAH MCCORMACK

Executive General Manager International

International Produce is responsible for the

growing and export operations of diversified

products including table grapes, kiwifruit and

asparagus. The division is supported by a

global network of offices and sales teams that

maintain strong connections and relationships

with in-market partners, distributors, retailers

and consumers. In 2016 the division built

on the platforms established in 2015, with a

focus on expanding T&G Global’s in-market

presence in key regions and markets.

The division is also responsible for international produce

trading which is the trading of diversified products such as

citrus, stonefruit, cherries and berryfruit in regions where

T&G Global operates.


Table Grapes

2016 saw the first harvest of T&G Global’s Peruvian-grown

table grapes. Since acquiring land in Peru’s northern

region of Piura, T&G Global has planted roughly 100

hectares (ha) in vines for mainly seedless table grapes. The

target is to have 200ha planted by the end of 2017. The

first grapes harvested were exported to a range of markets

including USA, Europe and Brazil.

New Zealand’s Minister for Primary Industries Nathan

Guy and Trade Minister Todd McClay both made visits

to T&G Global’s Peru operations in 2016 as the country

was the focus of much diplomatic and trade activity in

the lead-up to the main APEC meeting held in November.

Joining Minister Guy on his visit to Piura was New Zealand

Ambassador to Peru and Chile, Jacqui Caine.

T&G Global sells close to two million boxes or

approximately 15,000 tonnes of table grapes each year

with the largest volume coming from Peru and Australia,

followed by USA and Chile. Given the strong demand, and

T&G Global’s focus on grapes as a key global category, it is

looking to secure more volume including sourcing greater

quantities from Australia and the USA.

Kiwifruit

Asia was a major focus of T&G Global’s kiwifruit

sales efforts in 2016 off the back of the signing of a

memorandum of understanding with Zespri and the

opening of a new Southeast Asia office in Bangkok.

These moves underpin the business' drive to get closer

to customers and strengthen T&G Global’s in-market

presence across the region. These efforts are already

reaping rewards with 40% year-on-year growth in kiwifruit

sales in Thailand.


Asparagus

T&G Global completed its first full year of operating a new

asparagus collaboration in Australia with M & G Vizzarri.

Exports continue to grow and more volume was generated

for the Australian domestic programme. T&G Vizzarri

Farms Pty Limited is expanding its plantings in Victoria and

looking at other states for growing opportunities to meet

the strong growth in demand for high-quality asparagus.

There was some adverse weather during the growing

season, however strong demand means that this will be

offset by stronger prices in most markets. Asparagus

is also being supplied from growers in Australia, New

Zealand, Peru and Mexico which helps provide year-round

supply. A new category manager was appointed to oversee

the asparagus category globally, a sign of the scale and

future potential for growth. T&G Global also sent its first

shipment of asparagus to its office in China in 2016. This

will create further opportunities to sell imported asparagus

to Asian markets.

NZ T&G

growing

operations*

NZ

third-party

growers*

Retailers

Consumers

T&G

in-market

sales office

In-market

partners

(importers,

wholesalers,

distributors)

International

T&G growing

operations*

International

third-party

growers*

* excluding Pipfruit

T&G

global sales

team

INTERNATIONAL PRODUCE SUPPLY AND DISTRIBUTION

Asparagus is being supplied

from growers in Australia,

New Zealand, Peru

and Mexico for

year-round supply.

200ha

of table grapes

40% growth

in kiwifruit sales

in Thailand in 2016planted in Peru by late 2017

Piura grape team

Minister Nathan Guy, Oscar Barton (ENZAFRUIT Peru) and

New Zealand ambassador to Peru and Chile, Jacqui Caine

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T&G 2016 BUSINESS DIVISIONSBUSINESS DIVISIONS T&G 2016

International Trading
The International Trading division achieved solid, organic

growth in 2016 and also began transitioning to a new

operating model intended to cement the strategic goals

of strengthening relationships and focusing on customer

needs.

Having staff in-market helps growers better understand

and feel more connected to their export market and

consumers’ needs and preferences. Our market-led

approach underscores the increasing role and value-add

of in-market offices to T&G Global’s operations and is

helping deliver growth.

During 2016 an additional staff member joined the small

team in Japan and an office was opened in Vietnam. In

Europe, International Produce appointed a new role

focusing exclusively on exporting produce out of Europe

into Asia. This includes pipfruit from France, Italian-grown

kiwifruit, Spanish citrus, stonefruit and persimmons, and

Dutch Conference pears.

Pacific Islands

T&G Global’s Pacific Islands business is made up of T&G

Fiji and T&G Pacific Islands Exports (PIX). Led by Managing

Director Bobby Sharma, the Pacific Island business

experienced exceptional growth in 2016 as local knowledge

combined with supply of quality imported fruit and produce

meant T&G Global could better meet customer needs.

In Fiji, T&G Global entered into a new exclusive supply

arrangement with the country’s largest retailer, Morris

Hedstrom. At the community level, T&G Global joined forces

with Zespri, Tauranga Kiwifruit Logistics, SEMCO and Maersk

to provide much needed fruit to school-aged children in

the wake of Cyclone Winston. In French-speaking New

Caledonia and Tahiti, the appointment of a new manager

has helped boost relationships and sales within the region.

T&G Global has also seen a significant lift in sales to the sea

cruise business.

T&G Global's grape operations in Piura, Peru

As at 31 December,

2016, T&G Global has 18

staff based in the Asian

market, located in

China, Thailand, Japan,

Singapore and Vietnam.

BUSINESS DIVISIONS T&G 2016

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NEW ZEALAND
PRODUCE

ANDREW KEANEY

Executive General Manager New Zealand Produce

T&G Global’s reputation began in

New Zealand where it has marketed produce

since 1897. In recent years, T&G Global

has evolved from just marketing produce

to becoming one of the country’s largest

vertically integrated growing, packing,

shipping and marketing companies.

The New Zealand Produce division is

responsible for a range of business teams

and customer relationships including growing

operations for Covered Crops and Diversified

Produce, managing the New Zealand markets,

overseeing imports of produce, and transport.

NEW ZEALAND MARKETS

New Zealand Markets

A key success in 2016 was the development and delivery

of our new online ordering system, FirstPick. Following the

launch in October, customers responded positively with

one customer noting: “It saves me so much time having

such an easy on-line ordering tool where I have everything

I need. I don’t have to get up early to go into the markets

anymore and can place my order at home knowing I will

get what I need.”

A new CRM tool will further support efforts to understand

customers' needs better and strengthen connections

with growers and retail partners' businesses. This tool will

enable T&G Global to work more closely with customers

and better meet their changing needs across all areas of

the business.

In-store, T&G Global has boosted its presence through

working more closely with retailers including weekly

merchandising visits and direct contact with produce

managers across New Zealand. This has provided much

closer engagement and better understanding of what

the retailers’ customers want and how our products

and brands are performing at retail. A focus on talent

development also saw recruitment of five new sales

cadets, and a talent mapping programme to help develop

T&G Global's team members and provide a pathway to

succession planning.

Key focus areas for the New Zealand Produce team

were the introduction of new technology platforms

to improve the way we do business and help put

customers at the heart of everything we do. The new

tools include the FirstPick online ordering system and

a new Customer Relationship Management (CRM)

platform which have helped progress the strategic goals

of becoming more customer-centred and strengthening

relationships within the New Zealand domestic market.

The New Zealand Produce division has also had a

strong focus on health and safety in 2016 with good

improvements in systems and results. We have also

initiated talent development initiatives to bring on new

staff and grow existing team members who will deliver

on T&G Global's growth ambitions.

New Zealand

Markets operates

FirstPick.co.nz was developed in-house

by T&G Global’s IT team and enables

customers to order fresh fruit and

vegetables in real-time from a desktop,

tablet or smartphone 24/7.

12

market sites

Covered Crops

Following two significant acquisitions in 2015, the focus in

2016 was on integrating the new tomato operations and a

major emphasis on brand development.


T&G Global completed the integration of both of the

acquired businesses, Great Lake Tomatoes Limited

and Rianto Limited, in February and these operations

have contributed significantly to the division’s robust

performance. T&G Global is a key supplier for supermarket

own-brand offerings as well as owning market leading

brands such as Beekist™, Classic and Ruby’s™. The

popular Beekist™ brand was relaunched with a new look in

late 2015, which has helped deliver strong sales in 2016.

The year also saw the introduction of the new Y.E.L.O.™

medium truss variety to the range. Alongside strong

relationships with retail partners and third-party growers,

the T&G Global Covered Crops operation grows, packs,

distributes and markets produce throughout New Zealand

and exports to markets in Australia, North America, the

Pacific Islands and Asia.

Diversified Produce

T&G Global’s Diversified Produce business encompasses

the citrus, kiwifruit and berry categories. In citrus, T&G

Global continued to expand its lemon export programmes

into established and new markets including China, Japan

and Australia, a challenging growing season in mandarins

resulted in a reduced crop, and T&G Global’s kiwifruit

crops continued to recover from PSA. Orchard conversions

started in 2015 resulted in a low volume in 2016, with

many of the orchards out of production. In addition to its

Zespri supply and marketing programmes in Australia and

other markets, T&G Global established a successful New

Zealand market sales programme with its Enza Gold™ and

Enza Red™ varieties and we are looking to expand this

further in 2017. T&G Global’s blueberry orchards continue

to yield more volume each year as plantings mature,

with 2016 seeing a significant lift on the previous year

and a 50% increase in harvest volumes against forecast.

T&G Global also doubled its trial area in hydroponic

strawberries and continues to focus on expanding the

traditional market windows through new and innovative

growing systems and techniques, to extend our growing

season and make New Zealand grown strawberries

available for longer.

NZ T&G

growing

operations*

T&G Transport

T&G New Zealand

markets and packhouse

facilities

Third-party

NZ growing

operations*

Imported

products

New Zealand

retail partners

New Zealand

consumers

International

consumers

T&G

export markets

NEW ZEALAND PRODUCE SUPPLY AND DISTRIBUTION

* excluding Pipfruit

FirstPick is thought to be the world’s first online

ordering platform for the wholesale produce sector.

operating seven days a

week across the country.

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BUSINESS DIVISIONS T&G 2016T&G 2016 BUSINESS DIVISIONS

Transport
T&G Global Transport is the leading produce transport

service provider in New Zealand servicing over 700

customers from ten depots across the country.

The fleet consists of 55 trucks and 45 trailers including

the latest 560hp Scania truck and trailer combination.

With fully insulated hard side sliding doors, the trucks are

capable of carrying up to 55 tonnes. The new trucks also

feature the latest technology for temperature control

monitoring and interactive driver performance for safety

and fuel efficiency.

For the 2016 year, T&G Global Transport had no

significant safety incidents. There has been a focus on

driver education and behaviour aided by GPS reporting

and a focused eLearning module being completed by all

drivers. Paper-based logbooks were replaced by electronic

logbooks, helping drivers better monitor their driving

hours to ensure they get adequate rest breaks during

shifts. In addition to these initiatives, T&G Global Transport

is continuing to upgrade its fleet with ten new truck and

trailer units in 2017.

Quickfacts:




• are bananas, grapes and beans.

TRANSPORT

imported into New Zealand

in 2016 – 15% of T&G

Global's shipping footprint.

Imports and tropical

T&G Global imports a comprehensive range of produce

not grown in New Zealand to supplement locally grown

produce. A key driver has been reducing cost and

complexity in the supply chain. This effort resulted

in growth in the banana, citrus, grape and vegetable

categories during 2016.

T&G Global is committed to a sustainable and ethical

sourcing policy and this includes a range of organic and

Fairtrade certified products. In the banana category, the

company has forged new relationships in Ecuador with a

number of medium-sized growers which are more suited

to meet the needs of our business and New Zealand

customers. The new supply arrangements have delivered

an improvement in market share, quality and profitability

as well as customer satisfaction.

Through intensified collaboration with T&G Global's

overseas offices, T&G Global’s in-market teams have

generated significant improvements in the import

business. By engaging with supplieres in-market, we have

strengthened our relationships, shortened the supply

chain, and delivered improved quality of produce by

identifying the most appropriate products and suppliers to

work with. This will continue to be a focus for development

in 2017.

1,600

40ft containers

T&G Global imports

annually from

48

16

different

products

different


countries

Caption

T&G Imports is the

largest supplier into

T&G's New Zealand

markets.

IMPORTS

The top three imported products are

BananasBeansGrapes

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BUSINESS DIVISIONS T&G 2016

T&G Global's Processed Foods division
comprises two businesses – Fruitmark and

EnzaFoods with a category and customer

focus specialising in the industrial and food

service sectors.

Fruit juice concentrates, frozen fruits,

dried fruits and vegetables, long shelf

life apple solids packed in pouches and

fresh cut vegetables are sold and traded

to large volume customers increasing the

total return per hectare that growers can

extract from a crop.

T&G

orchards and

packhouses

Third party NZ

growers and

packhouses

Fruitmark Australia,

New Zealand and USA:

• Food ingredients

• Beverage supply

Third-party

global growers

EnzaFoods

processing

Retail pack

sales

Third-party

processors and

suppliers from

16 countries

CUSTOMERS:

New Zealand

Australia

USA

Japan

Barbados

South Korea

Taiwan

Singapore

PROCESSED FOODS SUPPLY AND DISTRIBUTION

PROCESSED

FOODS

ENZAFOODS

FRUITMARK

CURRENTLY EMPLOYS 106 FULL-TIME STAFF IN NEW ZEALAND

PROCESSED FRUIT PRODUCTS SOLD AS A MANUFACTURER’S REPRESENTATIVE INCLUDE:

PRODUCTS OFFERED

LOCATIONS

EnzaFoods

EnzaFoods New Zealand Limited (EnzaFoods) has been

in operation since 1962 and, with an experienced team

across two New Zealand locations, is a market-leading,

vertically-integrated fruit ingredient and fruit and vegetable

juice producer.

In 2016, EnzaFoods achieved the market diversity growth

goals it set in establishing sales of its value-added fruit

ingredients products into Southeast Asia. However,

this growth was overshadowed by multiple market and

Fruitmark

Fruitmark Pty Limited (Fruitmark) began trading in Australia

in 1990 as an agent for EnzaFoods' juice concentrates and

apple solid products. Today the business has diversified

to become an importer and trader of food ingredients

working with both EnzaFoods and third party suppliers

globally.

Throughout 2016, the Australian market has been

under considerable price pressure. While Fruitmark has

increased both turnover and total volume sold compared

with 2015, the gross margin contribution of those sales

has reduced due to a competitive market. Many of our

customers are large industrial companies supplying retail.

EnzaFoods has two

processing plants

located in Hastings

and Nelson.

EnzaFoods processes apples into apple juice

concentrate for beverages, and apple solids for the

baking and industrial food segment (sold in 275

kilogram, 1 tonne and 20 tonne format).

EnzaFoods has packing capability for Small Format

Pouches (SFP), and contract-pack food products for

a number of large retail suppliers.

EnzaFoods processes a large volume of other fruit

and vegetables to customer specification, producing

a range of concentrates, purees, cooked fruit,

vegetable solids and aroma for the global market.

Apple, orange and

many other fruit juice

concentrates to the

fruit based beverage

industry.

Dehydrated fruits

and vegetables to the

breakfast cereal, food

manufacturing and food

service markets.

Apple solids to

the bakery, food

manufacturing and food

service markets.

Frozen fruits to food

manufacturing and food

service markets.

Australian fresh cut

vegetables to major

Australian quick service

restaurant chains.

Due to price pressure working back through the supply

chain, discounts on sales have been regularly applied.

The new trading operation that opened in USA in

2015 has progressed well, building both clients and

suppliers. In 2017 we will see this business make a

profitable contribution to our growth. Overall, Fruitmark’s

contribution is below that produced in 2015, directly as

a result of the margin pressure the Australian market is

under. Fruitmark remains a significant trader and supplier

in its key categories, having maintained market share,

while introducing new products and supply agencies to its

offering to existing and new customers.

processing issues throughout the season that resulted in

a significant financial loss. A large customer in Australia

retracted sales which had a dramatic impact on EnzaFoods'

volumes and operating profit. Additionally, processing

issues resulted in lower than budgeted yields and increased

rework. A new management team has been assembled to

address the manufacturing focus required to achieve target

operational costs from the facility by 2018. Freshfields

FruitHitz, a product manufactured by EnzaFoods, was also a

finalist in the 2016 New Zealand Food Awards.

COLIN LYFORD

General Manager Processed Foods

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BUSINESS DIVISIONS T&G 2016T&G 2016 BUSINESS DIVISIONS

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SUSTAINABILITY

JONATHAN GOOD

Chief Technology and Operating Officer

BayWa’s focus on sustainability

Our majority shareholder, BayWa, is committed to

sustainability and contributes immensely to the European

renewable energies sector through its renewable energy

division with their large-scale wind and solar projects.

T&G Global focus on sustainability

T&G Global’s approach to sustainability is based on

the globally recognised Global Reporting Initiative (GRI)

guidelines. GRI is an independent organisation committed

to creating a globally recognised sustainability framework

which is extremely robust and universally applicable.

These guidelines can assist a company with developing a

strategy that encompasses all aspects which are defined

as ‘sustainability’. It also requires a company to determine

material issues in their operations, so that they only focus

on ‘what matters, where it matters’.

We live by the land. So doing the right thing

by it – environmentally and socially – is

second nature to us.

It leads to healthier, more natural produce,

and it aids the health and development

of our growers’ communities. To ensure

what we do is sustainable and responsible,

we’ve put in place some important policies,

measurements and standards to live up

to every day.

T&G Global applied these principles by asking our senior

leaders to rate how important they felt each aspect was to

the business. These aspects were validated with our wider

corporate family and key customers.

This identified the seven key environmental areas T&G Global

will focus on over the coming years. They include energy,

emissions, waste, water, biodiversity, materials, transport and

social issues such as health and safety, and diversity.

Over the course of 2016 we started focusing on energy,

waste, and biodiversity, by identifying a baseline, an

aspiration and a series of initiatives. We will now also be

working on emissions and materials.

We aspired not only to drive a step change in the

sustainability of our business but to engage our staff and

customers and inspire them too.

T&G 2016 SUSTAINABILITY

STRATEGIC FOCUS

At T&G Global, sustainability helps us grow and demonstrate our commitment to our customers, stakeholders and

environment. Sustainability has increasingly become a requirement and expectation of customers, employees and

stakeholders around the world. At the start of 2016, T&G Global’s strategy refresh identified sustainability as an area of

strategic focus for the coming years.

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BIODIVERSITY

T&G Global’s business depends on healthy soils and

waterways to help us deliver the freshest, healthiest

produce to the world. In 2016, we undertook two riparian

planting events at our Kapiro Orchard in Kerikeri and

Rosewood Orchard in Hastings.

Thirty-five staff from our sites in Kerikeri and Auckland

planted 800 native plants along a 250 metre stretch of

land adjacent to the Kapiro Stream which flows from the

Kerikeri irrigation reservoirs through to the Rangitane River

and eventually out to sea.

Forty staff from our site in Hastings planted 900 New

Zealand plants along a 300 metre stretch of land adjacent

to the Thompson Drain Stream which leads into the

Karamu Stream which flows into the Clive River and

eventually out to sea.

Riparian planting is essential to the health of our

waterways. Over time the plants will improve the overall

health of the waterway, help minimise erosion by

strengthening the stream’s banks and minimise nutrient

runoff from on-land activities.

Both events were supported by Sustainable Coastlines, a

young, multi-award winning New Zealand charity whose

mission is to enable people to look after New Zealand

coastlines and waterways. T&G Global also worked closely

with the Department of Conservation and the Hawke's Bay

Regional Council for the Hastings planting day.

SUSTAINABILITY T&G 2016

Caption

ENERGY

Our leadership in energy efficiency began when we

signed a partnership agreement with the Energy Efficiency

Conservation Authority New Zealand (EECA) in January 2016.

This agreement signaled our intent to be an industry leader

in energy efficiency. It included knowledge transfer, site

audits at all our New Zealand locations and a target to reduce

energy use by 2 million kWh per annum by January 2018.

We have identified a significant opportunity to improve

energy efficiency and drive bottom line improvements.

In just the past six months we have completed projects

contributing 33% towards this target.

Energy efficiency work has predominantly been around

upgrading to energy efficient lighting, compressed air

improvements, automatic pump isolations and HVAC

improvements.

Work planned for next year includes upgrading

refrigeration systems, continued lighting upgrades as well

as investigating thermal energy reductions.

WASTE

led to an 18-24% drop in our landfill waste from this

location, our largest within T&G Global. We plan to roll this

approach out to all our sites over the course of 2017.

How are we recycling?

We are looking at our largest waste streams and looking

for opportunities where we can be recycling or composting

our waste that is going to landfill.

After profiling waste output from each site, we are

standardising how each waste stream is being disposed

of and wherever possible, finding ways to divert the waste

away from landfill or lower value recycling methods.

This process has already begun in our Covered Crops

division in New Zealand with the introduction of a focus on

recycling across our sites. We are also trialing a technology

that separates plastic clips and string from our tomato vine

waste so that it can be composted and the plastic can be

recycled.

We have profiled our waste patterns and volumes across

T&G Global and have highlighted numerous opportunities

for improvement. We have committed to reducing our

waste overall, and making sure that the waste we do

generate is as sustainable as possible, through a focus on

composting and recycling.

How are we reducing?

At our largest site’s cafeteria in Mt Wellington, Auckland we

have removed all non-recyclable packaging and replaced

it with bioplastics and compostable substitutes. This

has resulted in a huge drop in waste coming from the

cafeteria and created a positive message to our customers

and people as it reflects our wider commitment as a

business to ensure we are operating as sustainably as

possible.

We have also removed landfill bins from our Mt Wellington

site during 2016 and we have installed recycling stations

on the site’s market floor. We have educated our people

on how to sustainably dispose of their waste. This has

T&G Global signed a

partnership agreement

with the Energy Efficiency

Conservation Authority

New Zealand (EECA)

In 2016 we undertook

two riparian planting

events in our orchards

With a target to reduce energy use by

2 million kWh

per annum by January 2018

900

native NZ plants

at our Rosewood

Orchard in Hastings

800

native NZ plants

at our Kapiro

Orchard in Kerikeri

T&G 2016 SUSTAINABILITY

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OUR PEOPLE T&G 2016

OUR COMPANY

2016 MILESTONES

Celebrating 10 Years

Celebrating 20 Years

Celebrating 30 Years

Celebrating 40 Years

This includes people on

working holiday visas,

students or those interested

in the seasonality of the job.

46

7

3

1

SEASONAL

WORKERS

2,500+

PERMANENT

EMPLOYEES

1,500

% OF T&G GLOBAL EMPLOYEES BY KEY MARKET

3%

1%

1%

4%

3%88%

AsiaAustralia

Fiji

America

Europe

New Zealand

T&G 2016 OUR COMPANY

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T&G Global Limited and subsidiary companies

T&G Global America Export Manager, Jose Luis Alvistur,

with T&G Global America Export Sales, Jeanette Zevallos, and

T&G Global Regional Manager - Southeast Asia, Victor Anderson.

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OUR PEOPLE T&G 2016T&G 2016 OUR PEOPLE

Attracting and Retaining Employees

Being able to attract and retain high calibre employees to

T&G Global is critically important to us. To help us do that,

we continually look at ways to understand why people

choose to work for T&G Global and why they stay. This

point of difference, or the employee value proposition

(EVP), forms part of what attracts or retains people at T&G

Global.

This year we started a project to gain these insights. In

August we sent surveys to over 350 of our employees

from right across the business. In addition, focus groups

were held in Auckland and the Hawke's Bay region with

a selection of survey respondents, to gain a deeper

understanding of the findings.

The survey results show that overall, employees who took

part are very satisfied with T&G Global as an employer.

Highlights include high satisfaction with leadership as well

as approachability of employees' direct managers.

Employees who took part in the survey were very positive

about the direction T&G Global is taking. Positive feedback

was provided on T&G Global’s rebranding, the opportunity

to be part of a “continual commitment to change”, the

variety they experience in their roles, managers being

approachable and trusting them to do their job and also

feeling encouraged to take personal responsibility.

We are analysing the data gathered as part of this project,

to identify the opportunities where T&G Global can

enhance our own employment offering. We have identified

areas to focus on, which include job opportunities within

T&G Global to support career progression and also our

overall reward offering.

If we continue to make improvements to our offerings

to staff, we have an opportunity to strengthen our

competitive position in the labour market.

The renewed focus on our EVP and making continuous

improvements to it will enable us to continue to recruit

and retain the talent we need to achieve our growth goals.

OUR PEOPLE

LYNN JOHNSON

Chief HR Officer

With clear support from employees and

managers, we are well on track to achieving a

high level of awareness, understanding and

commitment throughout T&G Global for our

shared set of values.

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OUR PEOPLE T&G 2016T&G 2016 OUR PEOPLE

customers have at T&G Global. Following the workshop,

participants were asked to take what they had learnt and

make one change in their team to improve customer

experience.

To support the skills and development of our current

people leaders, in 2016 we launched a new programme

called Management Fundamentals. A series of workshops

were held which focus on the key activities people leaders

carry out in their role. We recognise that when people

are promoted into management roles, they have varying

levels of knowledge and skills to carry out some of the

main management tasks. Initially, the programme included

workshops on topics such as recruitment, onboarding,

performance goal setting, performance conversations and

remuneration.

In 2017, further workshops will be added to this

programme, covering other aspects of management.

We will also be investigating the option of creating

online learning modules for some of the Management

Fundamentals topics.

Literacy and numeracy are fundamental skills which our

people need to function well in their roles with T&G Global.

Around 40% of the New Zealand workforce struggles in

this area and in the primary industry it is closer to 50%.

To address this, we have received government funding to

run a development programme, targeting our employees

with low levels of literacy and numeracy. The programme

is underway, initially with staff from our Covered Crops

business unit. This programme will continue in 2017 and

2018, with further groups planned across both Covered

Crops and the wider organisation. The training not only

addresses low levels of written and spoken English,

but it also covers financial and computer literacy. Our

experience of running a similar programme previously has

shown that participants find the training valuable both

inside and outside work and it enables them to contribute

more at work.

"Being able to

attract and retain

high calibre

employees to T&G

Global is critically

important to us."

Mindset

In 2014, a new set of organisation values was launched

throughout T&G Global, called the Mindset. This consists

of four elements – grounded, resilient, open and willing

(GROW), which reflects our collective aspirations as

individuals, teams and the future direction of our global

business.

In 2016, we continued the process to increase the

awareness and understanding of the Mindset and

embed it into our everyday work. We ran a company-

wide competition where employees and teams were

invited to create brief videos to show what the Mindset

means to them. This competition was well supported

by our teams across New Zealand and in many of our

international offices, with over 30 video entries. Feedback

received was that teams found it a fun and engaging

way to participate in making the Mindset a part of how

we do business. Entries were judged by members of the

Executive Team and winners and runners up were selected

and announced. The large number of entries to this

competition was an excellent demonstration of one part of

our Mindset, willing, given so many of our employees took

part in this initiative.

Following the video competition, a workshop for managers

and teams was developed, to further embed the Mindset

and ensure that all team members could apply it at work.

We started running these workshops with some of our

teams in 2016 and will continue to run them in 2017.

With clear support for the Mindset from our employees

and managers, we’re well on track to achieving a high level

of awareness, understanding and commitment throughout

T&G Global for our shared set of values.

Upskilling our People

In 2016, a range of initiatives were implemented to assist

with the development of our people.

Our Future Gen leadership programme is designed to

develop our internal pool of aspiring people leaders.

Participants are identified from across the business and

brought together on an eight month programme. The

programme consists of a range of learning methods

including workshops, mentoring, group and individual

projects and written assignments detailing participants'

experience in applying what they have learnt back in the

workplace. Our first Future Gen group graduated in August

2016 and received a National Certificate in Leadership. A

second group is now underway.

As a company, it is vitally important we deliver the best

products and the best service to our customers.

A workshop was held in Rotorua, New Zealand in August

2016 focusing on customer centricity, service and

excellence. Ninety-five staff from across New Zealand and

many of our international team took part in this workshop

and were challenged to consider the experience their

T&G 2016XXXXX
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PROTECTING

OUR PEOPLE

T&G Global has developed a Health and Safety Strategy

for 2017 through to the end of 2021. The strategy is

based on two strategic themes: people and systems.

Six objectives covered governance and leadership,

engagement and culture, learning and development,

management systems, risk and hazard management,

and continuous improvement.

T&G 2016 PROTECTING OUR PEOPLE

T&G Global has the right health

and safety systems and tools

in place.

We all have the awareness,

attitude, and behaviours to be

safe and to look after ourselves

and each other.

Our workplace is as safe and

healthy as we can make it.

Theme 1Theme 2

Everyone home safe from

work every day, everywhere.

VISION

OUTCOMESSTRATEGIC THEMES

PEOPLESYSTEMS

T&G Global Covered Crops worker at

Favona Road glasshouse, New Zealand

T&G Global Limited and subsidiary companies
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T&G Global Limited and subsidiary companies

1

T&G Global uses 100,000 hours as its reference value. 200,000 and

1 million are also commonly used reference values. The performance

data is referenced back to the number of hours worked to enable

comparison across years when the number of employees has changed.

T&G 2016 PROTECTING OUR PEOPLE

Our performance over 2016

• Recordable injury frequency rate: Total recordable injury

frequency rate (TRIFR) per 100,000

1

hours worked

averaged 21 compared with 22 for 2015. While the

TRIFR decreased, the number of incidents per 100,000

hours increased from 47 to 58 and the number of ACC

claims dropped from 6.3 to 6.1 per 100,000 hours.

There was an increased awareness of the need to

report both injury and non-injury events no matter how

minor.

• Notifiable injury or illness/serious harm injury: The

change in the health and safety legislation has seen

a change in what is reportable to the regulator but

comparing notifiable injuries in 2016 with serious harm

injuries, the number of notifiable injuries has dropped

significantly from 18 in 2015 to eight in 2016.

• Lost time injuries: The lost time injury frequency rate

(LTIFR) per 100,000 hours worked has remained

unchanged at three hours. However, the hours lost as a

result of a workplace injury has dropped from 164 per

100,000 hours worked to 124 hours.

• Non-injury reporting: This includes near hit or miss,

hazard and property damage. The total number of non-

injury reports has increased from 31 per 100,000 hours

worked in 2015 to 38 in 2016.

Overall, the increased awareness of the need to report

both injury and non-injury events has seen an increased

level of reporting and the active management of injuries,

regardless of how minor. This and other injury reduction

initiatives such as the wearing of cut resistant gloves on

both hands in our glasshouse operations, have seen a

significant reduction in the number of serious injuries and

reduced the hours lost to injury.

Key initiatives for 2016

• Project Amazon and the new Mt Wellington sales floor

area: The interaction between people and vehicles

remains a significant safety issue for T&G Global.

Two initiatives in the market floor area of the Mt

Wellington, Auckland site aimed at improving ‘work

flow’ to minimise pinch points and minimise interaction

between vehicles and pedestrians. The creation of a

new sales area reduced the need for customers to

access the warehouse area and significantly reduced

the risk of vehicle/pedestrian incidents.

• Raising forklift safety: T&G Global operates hundreds

of forklifts each day. Growing concern about incidents

involving forklifts led to EnzaFoods holding a safety

forum for its drivers on its two sites. The forum

involved a discussion session and a questionnaire

around forklift safety and was very well received by

drivers at both sites. The questionnaire and discussion

identified common themes for improvements. Following

the forum, incidents involving forklifts reduced by over

15% on both sites.

• The operator rating system: T&G Global sought to

achieve five-star status under the NZ Transport

Operator Rating System which rates heavy vehicle

fleet operators on their safety performance. The

implementation of GPS monitoring and online training

modules saw a reduction in speeding events per 100km

driven.

• T&G Global’s Health and Safety Management System:

For over 12 years, T&G Global has operated a Health

and Safety Management System (HSMS) based on the

requirements of Work Safety Management Practices

(WSMP). The continuing growth of T&G Global has led

to the redevelopment of the HSMS to better align with

the changing needs of our business and the desire to

operate under a best practice model.

The health and safety of those that work at

T&G Global remains a high priority for us.

THE KEY INITIATIVES FOR 2017 INCLUDE:

• Ensuring T&G Global has a robust worker engagement

programme across our New Zealand sites.

• Developing core health and safety training modules for

those that work for T&G Global.

• Ensuring T&G Global has the resources in place to

achieve the health and safety outcomes sought.

• Implementing a redeveloped Health and Safety

Management System across our New Zealand sites.

• Identifying and implementing a comprehensive health

and safety information management system for T&G

Global.

• Implementing a full inspection, monitoring, and audit

programme across our New Zealand sites.

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T&G Global Limited and subsidiary companies

OU R

COMMUNITY

T&G Global has deep roots across New

Zealand and worldwide. We’re proud

of the role we play in communities. The

T&G Global community programme aims

to help strengthen the link between

healthy eating and nutrition in children,

encouraging healthy, mindful eating for

generations to come.


T&G 2016 OUR COMMUNITY

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T&G Global Limited and subsidiary companies

OUR COMMUNITY T&G 2016

EATING

EXERCISE

EDUCATION

Our Community

It’s been four years since T&G Global launched the

community support programme to strengthen the link

between healthy eating and nutrition in New Zealand

school-aged children.

Our primary partner during this period has been the

Garden to Table Charitable Trust with whom T&G Global

signed a partnership agreement in 2013. We are delighted

to have continued this relationship in 2016 and assisted

Garden to Table in changing the way New Zealand children

approach and think about food by enabling children to get

their hands dirty and learn how to grow, harvest, prepare

and share fresh, seasonal food.

Our partners at Garden to Table also strongly believe that

children who understand where good food comes from,

know how to prepare it and then share it with friends and

family, and are more likely to make better food choices.

T&G Global is delighted to support Flat Bush Primary

School (Otara, Auckland), Kerikeri Primary School,

Haumoana Primary School (Hawke's Bay), Victory School

(Nelson), Ruakaka School in the East Cape and Riccarton

Primary School outside of Christchurch, to deliver the

Garden to Table concept.

Fruit in Schools

T&G Global is a founding member of United Fresh

which manages the Fruit in Schools Initiative and is also

responsible for setting up the 5+ A Day Charitable Trust.

The trust is focused on raising consumption of fresh fruit

and vegetables in all New Zealanders for better health.

Fruit in Schools encourages children to eat fruit and

vegetables and adopt healthy lifestyles. The initiative is

funded by the Ministry of Health and provides children at

eligible primary schools across New Zealand with fresh

fruit and vegetables each school day.

Independent research has shown Fruit in Schools is

having a positive impact on children and nutrition. The

evaluation in 2015 found it was highly valued by principals

and aligned with international approaches to improving

nutrition and reducing obesity in children.

In 2016, over 20 million servings of fresh fruit and

vegetables were distributed to participating schools with

children enjoying up to 24 different types of fruit and

vegetables including T&G Global’s JAZZ™, Pacific Rose™

and Envy™ apples.

Supporting communities

T&G Global is proud to have supported community

events with a focus on education, nutrition and exercise

throughout 2016.

Produce has been donated to various events promoting

healthy food and exercise for New Zealand children.

These include the Fulton Swim School and Franklin

Primary School triathlon, a fundraising event for Rangitoto

Kindergarten, junior sports teams’ games and an Auckland

Transport Travelwise event that acknowledged students

and teachers who promote alternative modes of transport

for getting to school.

T&G Global also supports ongoing initiatives such as the

New Zealand Stand Children’s Services organisations

which runs camps and helps children growing up in at-risk

environments. The produce that we supply to these camps

is used to teach children how to prepare their own meals

and provide them with skills and knowledge they can take

home with them. T&G Global also supported the Epic Swim

in Taupo and the Rewa Rebels, an Auckland childrens'

swimming team.

Our people, our passion

T&G Global people are passionate about fresh fruit and

vegetables but also leading a healthy lifestyle. Throughout

2016 our people took part in a range of sporting activities

both at an individual and team level from Auckland’s

Round the Bays to international marathons, yoga at work

sessions and boot camps. Anecdotal feedback is that

those who took part in these activities showed improved

collaboration between teams, heightened energy and

focus in the office.

Our future

Supporting horticulture and agriculture training that

nurtures our industry’s future talent, including potential

and existing T&G Global employees, is a large focus of our

education partnerships in New Zealand.

T&G Global enjoys a long-standing, positive relationship

with Massey University and supported the Massey

Agricultural Awards and an end of year dinner which

recognised advances in agriculture and high achieving

students. T&G Global also provides an annual $5,000

undergraduate scholarship at Massey University to

assist talented students undertake a full-time, three-year

horticultural degree. The aim is to equip them with the

necessary skills to support the sustainable development of

the New Zealand horticultural industry.

At a regional level we support young grower competitions

run by Pipfruit New Zealand and Horticulture New Zealand

including the highly coveted Young Horticulturalist of the

Year as well as the Hawke's Bay Fruit Growers Association

Awards.

JAZZ™ Foundation

T&G Global’s UK team continued to support their

community through the JAZZ™ Apple Foundation. The aim

was simple - to offer monetary support to people, groups

and charitable endeavours that nourish and support

the next generation of young Brits. Activities supported

aligned with the Foundation’s goal of encouraging the

consumption of an apple a day and a healthy, balanced

diet complemented by physical exercise for a healthy body

and mind.

Help them Hope

T&G Global’s support allowed HOPE to reach new heights

with a record number of scholarships provided for youth

with disabilities in Peru. The funds from T&G Global

were used in aspects of HOPE’s work covering general

overhead costs and supporting the education fund. This

fund provided 51 scholarships in 2016 for youth like

Erick Garcia Torres. Erick graduated with an accounting

degree and lives with muscular dystrophy. He was the

first to graduate from a five-year degree course under the

HOPE programme which empowers young people in Peru

impacted by a disability to grow through education.

T&G 2016 OUR COMMUNITY

Independent professional advice includes professional
legal and financial advice, but excludes any advice on

the personal interests of a director. The Board regularly

invites key managers and executives to attend and

present at Board meetings, and interaction with directors

is routinely encouraged.

Board committees

The Board has two constituted committees, the Finance,

Risk and Investment Committee (FRIC) and the Human

Resources Committee (HRC), both of which operate

under Board approved charters.

The FRIC meets at least four times per year and is

responsible for overseeing compliance with statutory

financial regulations and related responsibilities, ensuring

that effective systems of accounting and internal control

are established and maintained, overseeing internal and

external audit, and liaising with T&G Global’s independent

auditors. This committee is chaired by Mrs C.A. Campbell,

and comprises Sir John Anderson and Mr A. Helber. The

FRIC members also meet separately with the auditors as

required.

The HRC is responsible for reviewing, approving and

monitoring T&G Global's Health and Safety Policy,

Strategy, Annual Plan and programme of work. This

ensures the health and safety of all those that work

for or come into contact with T&G Global. Additional

responsibilities include ensuring that the remuneration

strategy, policies and practices reward fairly and

responsibly with a clear link to T&G Global's strategic

objectives and corporate and individual performance;

and assisting the Board in succession planning for the

CEO and senior management positions which identifies

and targets individuals for development. This Committee

meets at least four times per year and is chaired by Mr

J.S. Wilson, and comprises Mr R.J. Campbell and Mrs C.A.

Campbell.

The Board has not at this stage established a

Nominations Committee owing to a belief that director

appointments are of such significance that they should be

a direct responsibility of the full Board. This matter is kept

under review.

Interests register

The Company and each subsidiary of the Company

are required to maintain an interests register in which

particulars of certain transactions and matters involving

the directors must be recorded. The interests registers

for the Company and its subsidiaries are available for

inspection at its registered office.

Details of all matters that have been entered in the

interests register of a company by individual directors

during the year are outlined in the statutory information

section of these accounts, and should be read in

conjunction with the individual directors’ profiles.

T&G Global management structure

T&G Global's organisational structure is focused on

its five business divisions being Pipfruit, International

Produce, New Zealand Produce, Processed Foods

and Other. These operations are managed separately

with direct reporting to the CEO and to the Board which

exercises overall control.

Risk identification and management

T&G Global has adopted a system of internal control,

based on written procedures, policies and guidelines.

To reinforce this, an internal audit function exists that

reports to the Board through the FRIC.

The Board acknowledges that it is responsible for

the overall internal control framework. In discharging

this responsibility the Board has in place a number of

strategies designed to safeguard T&G Global's assets and

interests and to ensure the integrity of reporting.

Procedures are in place to identify areas of significant

business risk and to remediate and effectively manage

those risks. As required, the Board obtains advice from

external advisors.

While the Board acknowledges that it is responsible for

the overall control framework of T&G Global, it recognises

that no cost effective internal control system will preclude

all errors and irregularities.

Directors’ and Officers’ insurance

The Company has arranged directors’ and officers’

liability insurance covering directors acting on behalf of

the Company. Cover is for damages, judgements, fines,

penalties, legal costs awarded and defence costs arising

from wrongful acts committed while acting for the

Company.

The types of acts that are not covered are dishonest,

fraudulent and malicious acts or omissions; wilful breach

of statute, regulations or duty to the Company; improper

use of information to the detriment of the Company; and

breach of professional duty.

T&G Global Limited and subsidiary companies

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53

Role of the Board

The Board is responsible to shareholders for the

performance of the Company, which includes setting

the objectives and the strategies for achieving those

objectives, identifying significant areas of business risk and

implementing policies to deal with those risks, setting the

overall policy framework and monitoring the continuing

performance of the Company and its management. The

Board also ensures that procedures are in place to provide

effective internal financial control.

Responsibility for the day-to-day management of T&G

Global is delegated by the Board to the Chief Executive

Officer (CEO). The Board is committed to act with

integrity and expects high standards of behaviour and

accountability from all staff members.

Board membership

There are no executive directors. Across the Board

there is a broad mix of skills and industry experience

relevant to the guidance of the Company’s businesses. Sir

John Anderson, Mrs C.A. Campbell, Mr R.J. Campbell and

Mr J.S. Wilson are independent directors for the purposes

of the NZX listing rules.

Conduct of the Board

The Board has adopted a formal code of ethics which sets

out the expected standards of professional conduct of its

members.

The Board meets at regular intervals and conducts its

affairs to ensure matters can be discussed openly, frankly

and confidentially. Any potential conflicts of interest

relating to directors are identified and disclosed. Affected

directors are usually not permitted to vote on any related

matter where a conflict exists.

The Board operates a code of conduct that forbids

directors and other affected parties to deal in the

Company’s shares at any time when they are in

possession of insider information and during periods

which are deemed by the Board to be ‘closed’ periods.

These closed periods customarily include the end of the

six and 12 month reporting cycles, and until such time

as profit announcements have been publicly disclosed.

Closed periods include any additional period when the

Board is engaged in matters that are likely to have an

impact on the market value of the shares.

Board access to advice

All directors have access to the advice and services of the

Secretary to the Board and the Board has established

a procedure whereby directors and Board committees

have the right, in connection with their duties and

responsibilities, to seek independent professional advice

at the Company’s expense, with the prior approval of the

chairman.

The Board is the governing body of T&G Global Limited ("the Company") and its

subsidiary companies ("T&G Global").

CORPORATE

GOVERNANCE

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T&G 2016CORPORATE GOVERNANCET&G 2016CORPORATE GOVERNANCE

The current year total remuneration spread takes into
account the impact of exchange rate movements on

employees paid in foreign currencies.

Directors’ shareholdings

Ordinary shares held by directors and parties associated

with directors are disclosed as follows:

DEC 2016DEC 2015

Sir John Anderson30,00030,000

There were no share transactions during the year ended

31 December 2016 in which directors held 'relevant

interests'.

Indemnification and insurance of directors

and officers

The Company indemnifies all directors named in this

report, and current and former executive officers of

T&G Global against all liabilities (other than to the

Company or members of T&G Global) which arise out

of the performance of their normal duties as director or

executive officer, unless the liability relates to conduct

involving lack of good faith. To manage this risk, T&G

Global has indemnity insurance. The total cost of this

insurance including directors and officers of offshore

companies during the 12 months was $32,000 (2015:

$29,120).

Information used by directors

No member of the Board of the Company, or any

subsidiary, issued a notice requesting to use information

received in their capacity as director which would not

otherwise have been available to them.

Interested transactions

No directors disclosed the existence of any transactions

with T&G Global during the 12 months in which they held

an interest.

NZX waiver from listing rule 5.2.3

During the year, the Company held a waiver from New

Zealand Exchange (NZX) listing rule 5.2.3 Spread that was

granted in April 2012. NZX listing rule 5.2.3 provides that

an issuerʼs securities will generally not be considered for

quotation on the NZX unless those securities are held by

at least 500 members of the public holding at least 25%

of the number of securities of that class issued, and those

requirements are maintained, or the NZX is otherwise

satisfied that the issuer will maintain a spread of security

holders sufficient to ensure a sufficiently liquid market in

the class of securities.

As BayWa Aktiengesellschaft and Wo Yang Limited are not

considered members of the public for the purpose of the

listing rules, less than 25% of the quoted securities of T&G

Global Limited are held by members of the public and

therefore the Company does not meet the requirements

of listing rule 5.2.3.

The NZX granted the Company a waiver from listing rule

5.2.3 under the following conditions:

a. The waiver, its conditions, and its effect on the

Companyʼs shareholders are disclosed in each annual

report for the year upon which it was relied; and

b. The Company notifies the NZX if there are any

material changes to its spread.

The waiver has the effect of ensuring security holders have

a ready market to purchase or sell securities.

Substantial shareholders

The following information is given pursuant to Section 26

of the Security Markets Act 1988.

The following parties are recorded by the Company as

at 16 February 2017 as substantial security holders in

the Company, and have declared the following relevant

interest in voting securities under the Securities Markets

Act 1988:

BayWa Aktiengesellschaft90,671,206

Wo Yang Limited24,496,386

The total number of voting securities issued by the

Company as at 16 February 2017 was 122,543,204.

T&G Global Limited and subsidiary companies

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STATUTORY INFORMATION

Auditors

Deloitte has continued to act as the principal auditor of

T&G Global and has undertaken the audit of the financial

statements for the year ended 31 December 2016.

Directors’ loans

No director is in receipt of any loans from T&G Global.

Directors’ remuneration

The following persons held office as director during

the year. Remuneration paid or accrued included incentive

payments, vehicles, superannuation and other benefits,

where applicable. On top of fees, directors also receive an

annual travel allowance of $1,000.

12 months to 31 December 2016

DIRECTORS OF T&G GLOBAL LIMITED$’000

Prof. K.J. Lutz43

Sir John Anderson88

C.U.G. Bell 34

C.A. Campbell98

R.J. Campbell88

A. Helber 34

J.S. Wilson 88

M.R. Dossor7

Directors and Officers composition

At 31 December 2016 the gender composition of T&G

Global's directors and officers was as follows:

MALEFEMALE

Directors52

Officers72

Employee remuneration

T&G Global paid remuneration including benefits in excess

of $100,000 to employees (other than directors) during the

12 months. The salary banding for these employees are

disclosed in the following table:

12 months to 31 December 2016

NUMBER OF EMPLOYEES

$’000 NZD EQUIVALENT20162015

100-1103535

110-1202415

120-1302017

130-1402021

140-1501811

150-160105

160-170148

170-180125

180-19077

190-20055

200-21025

210-22051

220-23011

230-24053

240-25012

250-26032

270-28013

280-29021

290-30021

300-3101-

310-3201-

330-34021

340-350-1

350-36012

360-37012

370-380-1

380-3901-

440-4502-

460-4701-

490-50011

500-510-1

520-5301-

600-610-1

730-740-1

850-8601-

1,020-1,0301-

Total201159

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T&G 2016T&G 2016STATUTORY INFORMATIONSTATUTORY INFORMATION

Spread of security holders
as at 16 February 2017

RANGE

TOTAL

HOLDERS

% OF TOTAL

HOLDERSUNITS

% OF ISSUED

CAPITAL

1 to 499579.34%14,1710.01%

500 - 9998614.10%62,6590.05%

1,000 - 1,99912320.16%167,6000.14%

2,000 - 4,99912620.66%399,7470.33%

5,000 - 9,99910517.21%720,5100.59%

10,000 - 49,9999215.08%1,929,9851.57%

50,000 - 99,999101.64%673,5890.55%

100,000 - 499,99971.15%1,206,7220.98%

500,000 - 999,99900.00%00.00%

1,000,000 and above40.66%117,368,22195.78%

Total610100.00%122,543,204100.00%

Domicile of shareholders

as at 16 February 2017

LOCATION

TOTAL

HOLDERS

% OF TOTAL

HOLDERSUNITS

New Zealand58595.90%7,267,601

Australia121.97%41,686

Hong Kong30.49%24,506,341

Germany20.34%90,693,154

United Kingdom20.34%5,247

Bahrain10.16%3,000

Japan10.16%1,000

Malaysia10.16%11,716

Singapore10.16%1,000

Switzerland10.16%9,709

United States of America10.16%2,750

Total610100.00%122,543,204

T&G Global Limited and subsidiary companies

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57

20 largest shareholders

as at 16 February 2017

NAMEUNITS

% OF ISSUED

CAPITAL

BayWa Aktiengesellschaft90,671,20673.99%

Wo Yang Limited24,496,38619.99%

Bartel Holdings Limited1,172,9970.96%

Tiger Ventures NZ Limited1,027,6320.84%

National Nominees New Zealand Limited326,6310.27%

R.J. Turner, C.E. Turner, Redoubt Trustees & Evans Pennell Trustees202,6890.17%

S.J. Turner, C.M. Turner & D.H. Turner184,0080.15%

FNZ Custodians Limited149,1420.12%

D.W. Browne, J.F. Browne & M.R. Bangma124,7840.10%

H.J. Goodwin117,9860.10%

L.R. Hotham101,4820.08%

P.J.S. Rowland93,5070.08%

Custodial Services Limied79,7250.07%

M.C. Goodson, D.D. Perron, Goodson & Perron Independent Trustee Limited79,3390.06%

L.M.Marx-Sheather, W.B. Sheather, P.V.Sheather & S.M.Palmer70,8560.06%

R.M. Scott63,4940.05%

A.E. Waite63,0000.05%

J.A. Scotland, J.A. Scotland & Sainsbury Reid Trustee Company Limited60,0000.05%

Epic Trustees Limited55,1080.04%

E.M. Wood, L.A. Wood & B.L. Wood54,5860.04%

Total 20 shareholders119,194,55897.27%

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T&G 2016T&G 2016 STATUTORY INFORMATIONSTATUTORY INFORMATION

T&G Global Limited and subsidiary companies
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59

Colin Fong, Perfect Produce (Pukekohe, New Zealand)

Other information

Directors’

responsibilities for

the consolidated

financial statements

Independent Auditor’s Report to the Shareholders of T&G Global Limited

Opinion

Basis for opinion

Audit materiality

Key audit matters

Key audit matterHow our audit addressed the key audit matter

Biological asset valuations – refer note 14

The Group's biological assets of $22.9 million represent

produce including apples, blueberries, citrus fruit, kiwifruit,

tomatoes and grapes, growing on bearer plants (e.g. trees

and vines) at balance date.

Biological assets are measured at fair value less estimated

point-of-sale costs. This is calculated by the Group using

discounted cash flow models.

The valuation of biological assets is a key audit matter due to

the subjective judgements and assumptions in the valuation

models, many of which are specific to the location of the

asset and therefore unobservable in the market. As disclosed

in note 14 of the financial statements these unobservable

inputs and assumptions include the forecast production

per hectare per annum by weight, prices expected to be

received, costs expected to be incurred and a discount rate

reflecting the risks inherent in the crops.

The discount rate takes into account the risk of unknown

adverse events including natural events, the possible impact

of diseases and other adverse factors that may impact on

the quality, yield or price.

We held discussions with management to understand if

there were changes in market or environmental conditions,

or other risks inherent in the current crop valuations. Our

audit procedures were focused on the higher value biological

assets, or where in our professional judgement there is a

greater level of uncertainty associated with the cash flow

forecasts.

We engaged a Deloitte valuation specialist to consider

whether the valuation methods applied were reasonable.

We compared the forecast production per hectare, forecast

prices, and forecast costs to the approved budgets for the

relevant fruit growing activities, and assessed the historical

accuracy of the Group’s forecasts.

With input from our Deloitte valuation specialist we assessed

the discount rates assumed in the model and understood

changes from the prior year. We also performed sensitivity

analysis to test the impact that a change in the discount rate

has on the valuation of the biological assets.

We checked the mechanical accuracy of the discounted cash

flow models.

We have audited the consolidated financial statements of T&G Global Limited and its subsidiaries

(the ‘Group’), which comprise the consolidated balance sheet as at 31 December 2016, and the

consolidated income statement, statement of comprehensive income, statement of changes

in equity and statement of cash flows for the year then ended, and notes to the consolidated

financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements, on pages 62 to 106, present

fairly, in all material respects, the consolidated financial position of the Group as at 31 December

2016, and its consolidated financial performance and its consolidated cash flows for the year then

ended in accordance with New Zealand Equivalents to International Financial Reporting Standards

(‘NZ IFRS’) and International Financial Reporting Standards (‘IFRS’).

We conducted our audit in accordance with International Standards on Auditing (‘ISAs’) and

International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities under those

standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated

Financial Statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1

(Revised) Code of Ethics for Assurance Practitioners issued by the New Zealand Auditing and

Assurance Standards Board and the International Ethics Standards Board for Accountants’ Code

of Ethics for Professional Accountants, and we have fulfilled our other ethical responsibilities in

accordance with these requirements.

Other than in our capacity as auditor including the provision of audit related services, the

provision of whistle blower hotline services, and administration of the corporate tax payer group

of which the Group is a member, we have no relationship with or interests in the Company or

any of its subsidiaries. These services have not impaired our independence as auditor of the

Company and Group.

We consider materiality primarily in terms of the magnitude of misstatement in the financial

statements of the Group that in our judgement would make it probable that the economic

decisions of a reasonably knowledgeable person would be changed or influenced (the

‘quantitative’ materiality). In addition, we also assess whether other matters that come to our

attention during the audit would in our judgement change or influence the decisions of such a

person (the ‘qualitative’ materiality). We use materiality both in planning the scope of our audit

work and in evaluating the results of our work.

Based on our professional judgement, we determined the quantitative materiality for our audit of

the Group’s financial statements as a whole to be $6.5 million.

Key audit matters are those matters that, in our professional judgement, were of most

significance in our audit of the consolidated financial statements of the current period. These

matters were addressed in the context of our audit of the consolidated financial statements as a

whole, and in forming our opinion thereon, and we do not provide a separate opinion on these

matters.

The directors are responsible for the other information. The other information comprises the

information in the Annual Report that accompanies the consolidated financial statements and

the audit report. The Annual Report is expected to be made available to us after the date of this

auditor's report.

Our opinion on the consolidated financial statements does not cover the other information and

we will not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to

read the other information identified above when it becomes available and consider whether

the other information is materially inconsistent with the consolidated financial statements or our

knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the other information in the Annual Report, if we conclude that there is a material

misstatement therein, we are required to communicate the matter to the directors.

The directors are responsible on behalf of the Group for the preparation and fair presentation

of the consolidated financial statements in accordance with NZ IFRS and IFRS, and for such

internal control as the directors determine is necessary to enable the preparation of consolidated

financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible on behalf of the

Group for assessing the Group’s ability to continue as a going concern, disclosing, as applicable,

matters related to going concern and using the going concern basis of accounting unless

the directors either intend to liquidate the Group or to cease operations, or have no realistic

alternative but to do so.

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T&G 2016T&G 2016INDEPENDENT AUDITOR'S REPORTINDEPENDENT AUDITOR'S REPORT

Auditor’s
responsibilities for

the audit of the

consolidated

financial statements

Restriction on use

Our objectives are to obtain reasonable assurance about whether the consolidated financial

statements as a whole are free from material misstatement, whether due to fraud or error, and

to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of

assurance, but is not a guarantee that an audit conducted in accordance with ISAs and ISAs (NZ)

will always detect a material misstatement when it exists. Misstatements can arise from fraud or

error and are considered material if, individually or in the aggregate, they could reasonably be

expected to influence the economic decisions of users taken on the basis of these consolidated

financial statements.

A further description of our responsibilities for the audit of the consolidated financial statements

is located on the External Reporting Board’s website at:

https://www.xrb.govt.nz/Site/Auditing_Assurance_Standards/Current_Standards/Page1.aspx

This description forms part of our auditor’s report.

This report is made solely to the Company’s shareholders, as a body. Our audit has been

undertaken so that we might state to the Company’s shareholders those matters we are required

to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by

law, we do not accept or assume responsibility to anyone other than the Company’s shareholders

as a body, for our audit work, for this report, or for the opinions we have formed.

Peter Gulliver

Partner for Deloitte Limited

Auckland, New Zealand

28 February 2017

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T&G 2016INDEPENDENT AUDITOR'S REPORT

The accompanying notes form an integral part of these financial statements.
INCOME STATEMENT

For the year ended 31 December 2016

Notes

2016

$’000

2015

$’000

Revenue5871,771812,764

Other operating income618,81711,432

Purchases, raw materials and consumables used(630,388)(577,826)

Employee benefits expenses7(127,840)(117,653)

Depreciation and amortisation expenses7(21,296)(18,824)

Other expenses(77,660)(79,652)

Operating profit33,40430,241

Net financing expenses8(11,951)(11,978)

Share of profit from joint ventures182,8653,834

Share of profit from associates194,7332,572

Other income613,044-

Profit before income tax42,09524,669

Income tax expense9(9,659)(5,219)

Profit after income tax

32,43619,450

Attributable to:

Equity holders of the Parent30,47818,100

Non-controlling interests1,9581,350

Profit for the year

32,43619,450

Earnings per share

Basic and diluted earnings (in cents)27

25.115.4

T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

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T&G Global Limited and subsidiary companies

The accompanying notes form an integral part of these financial statements.

STATEMENT OF

COMPREHENSIVE INCOME

For the year ended 31 December 2016

Notes

2016

$’000

2015

$’000

Profit for the year

32,43619,450

Other comprehensive income

Items that will not be reclassified subsequently to profit or loss:

Gain on revaluation of property, plant and equipment, net of tax

-26,559

Deferred tax effect on sale of property, plant and equipment

91,286 -

1,28626,559

Items that may be reclassified subsequently to profit or loss:

Gain on revaluation of available-for-sale investments

2240413

Exchange differences on translation of foreign operations

(3,205)2,778

Cash flow hedges:

Fair value gain, net of tax

10,5501,215

Reclassification of net change in fair value to profit or loss

(7,108)(4,147)

641(141)

Other comprehensive income for the year

1,92726,418

Total comprehensive income for the year

34,36345,868

Total comprehensive income for the year is attributable to:

Equity holders of the Parent

32,56844,386

Non-controlling interests

1,7951,482

34,36345,868

CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

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T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2016

Notes

Share

capital


$’000

Revaluation

and other

reserves


$’000

Retained

earnings


$’000

Total

$’000

Non-

controlling

interests


$’000

Total

equity

$’000

2016

Balance at 1 January 2016170,31785,74062,193318,2502,696320,946

Profit for the year - -30,47830,4781,95832,436

Other comprehensive income / (expense)

Deferred tax effect on sale of property, plant and

equipment

22 -1,286 -1,286 -1,286

Revaluation of available-for-sale investments22 -404 -404 -404

Exchange differences on translation of foreign operations22 -(3,039) -(3,039)(166)(3,205)

Movement in cash flow hedge reserve22 -3,439 -3,43933,442

Total other comprehensive income / (expense) -2,090 -2,090(163)1,927

Transactions with owners

Dividends23 - -(7,188)(7,188)(550)(7,738)

Issued share capital226,040 - -6,040 -6,040

Acquisition of non-controlling interest in subsidiary15 - -(5,231)(5,231)(1,558)(6,789)

Total transactions with owners6,040 -(12,419)(6,379)(2,108)(8,487)

Transfer from asset revaluation reserve due to asset

disposal

22 -(6,541)6,541 - - -

Balance at 31 December 2016176,35781,28986,793344,4392,383346,822

2015

Balance at 1 January 2015165,14759,47350,585275,2051,761276,966

Profit for the year - -18,10018,1001,35019,450

Other comprehensive income

Revaluation of property, plant and equipment, net of tax22 -26,559 -26,559 -26,559

Revaluation of available-for-sale investments22 -13 -13 -13

Exchange differences on translation of foreign operations22 -2,638 -2,6381402,778

Movement in cash flow hedge reserve22 -(2,924) -(2,924)(8)(2,932)

Total other comprehensive income -26,286 -26,28613226,418

Transactions with owners

Dividends23 - -(7,021)(7,021)(158)(7,179)

Issued share capital225,170 - -5,170 -5,170

Total transactions with owners5,170 -(7,021)(1,851)(158)(2,009)

Movement in share option reserve -(19)19 - - -

Transactions with non-controlling interests - -510510(389)121

Balance at 31 December 2015170,31785,74062,193318,2502,696320,946

The accompanying notes form an integral part of these financial statements.

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CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

BALANCE SHEET

Prof. K.J. Lutz

Director (Chairman)

28 February 2017

C.A. Campbell

Director (Chair of Finance, Risk and Investment Committee)

28 February 2017

As at 31 December 2016

Notes

2016

$’000

2015

$’000

Current assets

Cash and cash equivalents17,06413,654

Trade and other receivables11108,544112,783

Taxation receivable -2,819

Inventories1241,37244,214

Derivative financial instruments136,6812,609

Biological assets1422,94319,068

Total current assets196,604195,147

Non-current assets

Trade and other receivables118,9037,841

Derivative financial instruments132,8263,201

Available-for-sale investments928530

Property, plant and equipment16393,974401,395

Intangible assets1726,33525,153

Investments in joint ventures189,50510,786

Investments in associates1911,5119,915

Total non-current assets453,982458,821

Total assets

650,586653,968

Current liabilities

Trade and other payables20101,147107,535

Borrowings215,5037,040

Taxation payable679-

Derivative financial instruments131,5823,592

Total current liabilities108,911118,167

Non-current liabilities

Trade and other payables203,8515,264

Borrowings21144,564163,975

Derivative financial instruments134,8253,609

Deferred tax liabilities941,61342,007

Total non-current liabilities194,853214,855

Total liabilities303,764333,022

Equity

Share capital22176,357170,317

Revaluation and other reserves2281,28985,740

Retained earnings86,79362,193

Total equity attributable to equity holders of the Parent344,439318,250

Non-controlling interests2,3832,696

Total equity346,822320,946

Total liabilities and equity

650,586653,968

The accompanying notes form an integral part of these financial statements.

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T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

STATEMENT OF CASH FLOWS

For the year ended 31 December 2016

Notes

2016

$’000

2015

$’000

Cash flows from operating activities

Cash was provided from:

Cash receipts from customers889,145820,248

Income tax refund2,111 -

Other197330

Cash was disbursed to:

Payments to suppliers and employees(837,829)(787,449)

Interest paid(9,041)(8,934)

Income taxes paid(4,827)(3,190)

Net cash inflow from operating activities1039,75621,005

Cash flows from investing activities

Cash was provided from:

Dividends received from joint ventures and associates6,2282,315

External loan repayments from suppliers, customers, joint ventures and associates41492

Proceeds from sale of the Fruit Case Company15,391 -

Proceeds from sale of other property, plant and equipment10,0321,633

Cash received from business acquisitions - 1,090

Other260 -

Cash was disbursed to:

Purchase of property, plant and equipment16(31,021)(25,996)

Purchase of intangible assets17(3,024)(940)

Purchase of business - (31,160)

Other - (650)

Net cash (outflow) from investing activities(1,720)(53,616)

Cash flows from financing activities

Cash was provided from:

Proceeds from borrowings - 39,000

Cash was disbursed to:

Dividends paid to non-controlling interests23(550)(158)

Dividends paid to Parent's shareholders23(1,148)(1,851)

Repayment of borrowings(20,500)-

Deferred consideration on purchase of non-controlling interests(2,064)(2,064)

Deferred consideration on purchase of business(1,500)(2,050)

Purchase of non-controlling interest in subsidiary15(4,421) -

Bank facility fees and transaction fees8(3,055)(2,684)

Other(449)(557)

Net cash inflow / (outflow) from financing activities(33,687)29,636

Net increase / (decrease) in cash and cash equivalents4,349(2,975)

Foreign currency translation adjustment(939)782

Cash and cash equivalents at the beginning of the year13,65415,847

Cash and cash equivalents at the end of the year17,06413,654

The accompanying notes form an integral part of these financial statements.

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CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

NOTES TO THE

FINANCIAL STATEMENTS

1. GENERAL INFORMATION

Reporting entity and statutory base

T&G Global Limited (the Parent) and its subsidiary companies (the Group), are recognised as New Zealand's leading

grower, distributor, marketer and exporter of premium fresh produce in over 60 countries around the world. Key

categories for the Group include apples, pears, grapes, citrus (lemons, mandarins and navel oranges), kiwifruit, asparagus,

berries and tomatoes.

These consolidated financial statements presented are for the Group which comprises the Parent and its subsidiaries,

joint ventures and associates as at 31 December 2016.

The Parent is registered in New Zealand under the Companies Act 1993 and is a FMC Reporting Entity under the Financial

Market Conducts Act 2013, and the Financial Reporting Act 2013.

The Parent is a limited liability company incorporated and domiciled in New Zealand and is listed on the New Zealand

Stock Exchange. The address of its registered office is 1 Clemow Drive, Mount Wellington, Auckland.

BayWa Aktiengesellschaft (the Ultimate Parent) is the ultimate parent of the Group.

2. BASIS OF PREPARATION

These consolidated financial statements have been prepared in accordance with New Zealand Generally Accepted

Accounting Practice (NZ GAAP). They have been prepared in accordance with New Zealand equivalents to International

Financial Reporting Standards (NZ IFRS), other applicable New Zealand Financial Reporting Standards as appropriate for

profit-oriented entities, and International Financial Reporting Standards (IFRS).

These consolidated financial statements are expressed in New Zealand dollars which is the presentation currency. All

financial information has been rounded to the nearest thousand ($'000) unless otherwise stated.

Measurement basis

The measurement basis adopted in the preparation of these consolidated financial statements is historical cost except for

certain assets and liabilities identified in specific accounting policies which are stated at fair value.

Basis of consolidation

In preparing these consolidated financial statements, subsidiaries are fully consolidated from the date on which the

Group gains control until the date on which control ceases. All intercompany transactions, balances, income and

expenses between the Group’s companies are eliminated. Accounting policies of subsidiaries, joint ventures and

associates have been aligned where necessary to ensure consistency with policies adopted by the Group.

The Group applies the acquisition method to account for business combinations. The consideration transferred for the

acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to the former owners of the

acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset

or liability resulting from a contingent consideration arrangement.

Identifiable assets acquired, and liabilities and contingent liabilities assumed in a business combination are measured

initially at fair value at the acquisition date. The Group recognises any non-controlling interest in the acquiree on an

acquisition-by-acquisition basis, either at fair value or at the non-controlling interest’s proportionate share of the

recognised amounts of the acquiree’s identifiable assets. Acquisition related costs are expensed as incurred.

If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity

interest in the acquiree is initially remeasured at fair value at the acquisition date through profit or loss.

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T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

2. BASIS OF PREPARATION (CONTINUED)

Basis of consolidation (continued)

Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the amount of any non-

controlling interest and fair value of the acquirer’s previously held interest (if any) over the net identifiable assets acquired

and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the

difference is recognised in profit or loss.

Joint ventures and associates

The Group’s share of results of equity accounted joint ventures and associates are included in these consolidated

financial statements from the date that joint control or significant influence begins, until the date that joint control or

significant influence ceases.

Basis of accounting

Significant accounting policies are set out within the notes to which those policies are applicable and are designated with

a symbol. Other significant accounting policies that are pervasive throughout the financial statements are set out

below.

There have been no changes made to accounting policies during the year.

Reclassification of comparatives

To ensure consistency with the current period, comparative figures have been reclassified when the presentation of items

in the financial statements has been changed. The adjustments were to ensure the consistent classification of financial

statement line items. The adjustments made include:

• Net expenses have been reclassified between purchases, raw materials and consumables used ($5.9 million

decrease) and other expenses ($5.9 million increase).

• Certain prior year comparative balances within the statement of cash flows and the corresponding reconciliation of

profit after income tax to net cash flow from operating activities have been restated to ensure consistency with the

current year’s presentation.

Foreign currency translation

The assets and liabilities of the Group’s companies that do not have New Zealand dollars as their functional currency are

translated to New Zealand dollars at foreign exchange rates ruling at balance sheet date. The revenues and expenses of

these foreign operations are translated to New Zealand dollars at rates approximating the foreign exchange rates ruling

at the dates of the transactions. Exchange differences arising from the translation of foreign operations are recognised in

other comprehensive income and accumulated in the foreign currency translation reserve.

Non-monetary assets and liabilities that are measured at historical cost in a foreign currency are translated using the

exchange rate on the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that

are stated at fair value are translated to New Zealand dollars at the foreign exchange rate on the dates that the fair value

was determined.

Fair value estimation

Where fair value measurement has been applied, a symbol designates the paragraph describing the valuation method

used.

The Group uses various valuation methods to determine the fair value of certain assets and liabilities. The inputs to the

valuation methods used to measure fair value are categorised into three levels:

• Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

• Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either

directly (that is, as prices) or indirectly (that is, derived from prices).

• Level 3: Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

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CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

2. BASIS OF PREPARATION (CONTINUED)

Goods and services tax (GST)

The income statement, statement of comprehensive income and statement of cash flows have been presented with all

items exclusive of GST. All items in the balance sheet are stated net of GST, except for receivables and payables, which

include GST invoiced.

Critical accounting estimates and judgments

The Group makes estimates and judgments concerning the future. The resulting accounting estimates may, by definition,

not equal the related actual results. The estimates and judgments that have a potential risk of causing a material

adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed within the notes

to which those judgments are applicable and are designated with a symbol.

3. NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS NOT YET ADOPTED

New standards, amendments and interpretations have been published that will be mandatory for the Group’s accounting

periods beginning on or after 1 January 2017. The standards that will have an impact on the Group are discussed below.

None of these have been early adopted:

• NZ IFRS 9 Financial Instruments addresses the classification, measurement and recognition of financial assets

and financial liabilities and replaces the guidance currently in NZ IAS 39 Financial Instruments: Recognition and

Measurement. The standard is effective for periods beginning on or after 1 January 2018 with early adoption

permitted. The Group is yet to assess the impact of adopting NZ IFRS 9.

• NZ IFRS 15 Revenue from Contracts with Customers deals with revenue recognition and provides a five-step model to

be applied to all contracts with customers. It also establishes principles of reporting in order to provide more useful

disclosures around revenue for users of financial statements. This standard is effective for periods beginning on or

after 1 January 2018 with early adoption permitted. The Group is yet to assess the impact of adopting NZ IFRS 15.

• NZ IFRS 16 Leases deals with the recognition, measurement, presentation and disclosure of leases and replaces the

current guidance in NZ IAS 17 Leases. The new standard introduces a single model for lessees which recognises all

leases on the balance sheet through an asset representing the rights to use the leased item during the lease term

and a liability for the obligation to make lease payments. This removes the distinction between operating and finance

leases and aims to provide users of the financial statements relevant information to assess the effect that leases

have on the balance sheet, income statement and cash flows of the reporting entity. Lessor accounting remains

largely unchanged from NZ IAS 17. This standard is effective for periods beginning 1 January 2019 with early adoption

permitted. The Group is yet to assess the impact of adopting NZ IFRS 16.

There are other standards, amendments and interpretations which have been approved but are not yet effective. The

Group expects to adopt other standards when they become mandatory. None are expected to materially impact the

Group’s financial statements, although may result in change in disclosure.

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T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

4. SEGMENT INFORMATION

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating

decision-makers. The chief operating decision-makers have been identified as the Chief Executive Officer and the Chief

Financial Officer for the Group.

The chief operating decision-makers assess the performance of the operating segments based on earnings before net

financing expenses, share of profit of joint ventures and associates, other income and income tax expense, referred to

as operating profit. Inter-segment pricing is determined on an arm’s length basis. Segment results include items directly

attributable to a segment as well as those that can be allocated on a reasonable basis.

No single external customer’s revenue accounts for 10% or more of the Group’s revenue.

Operating segments

The Group comprises the following main operating segments:

Operating segmentSignificant operations

PipfruitGrowing, packing, cool storing, sales and marketing of pipfruit worldwide.

International Produce

International trading activities other than pipfruit. Major markets are Asia, Australia

and the Pacific. Product is sourced from New Zealand, Australia, North America, South

America, South Africa and Europe.

New Zealand Produce

Growing, trading and transport activities within New Zealand, as well as crate hireage

activities until the sale of the Fruit Case Company (FCC) business unit in June 2016. This

incorporates the New Zealand wholesale markets and the tomato, kiwifruit and citrus

growing operations.

Processed Foods

Processed foods includes manufacturing in New Zealand, global sales and marketing of

processed foods, and trading activities in Australia, New Zealand and North America.

OtherIncludes flower auction, properties and corporate costs.

Segment information provided to the chief operating decision-makers for the reportable segments is shown in the

following tables:


Pipfruit

$’000

International

Produce

$’000

New Zealand

Produce

$’000

Processed

Foods

$’000

Other

$’000

Total

$’000

2016

Total segment revenue302,746250,734235,21993,5556,123888,377

Inter-segment revenue(1,428)(7,749)(7,429) - - (16,606)

Revenue from external customers301,318242,985227,79093,5556,123871,771

Purchases, raw materials and consumables used(208,077)(216,491)(120,228)(83,162)(2,430)(630,388)

Depreciation and amortisation expenses(9,764)(538)(6,405)(2,757)(1,832)(21,296)

Net other operating expenses(50,981)(23,794)(92,213)(10,652)(9,043)(186,683)

Segment operating profit / (loss)

32,4962,1628,944(3,016)(7,182)

33,404

Net financing expenses(11,951)

Share of profit from joint ventures2,865

Share of profit from associates4,733

Other income13,044

Profit before income tax

42,095

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CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

4. SEGMENT INFORMATION (CONTINUED)


Pipfruit

$’000

International

Produce

(1)


$’000

New Zealand

Produce

(1)


$’000

Processed

Foods

$’000

Other

$’000

Total


$’000

2015

Total segment revenue300,987203,216227,31790,0575,605827,182

Inter-segment revenue(1,171)(5,469)(7,778) - - (14,418)

Revenue from external customers299,816197,747219,53990,0575,605812,764

Purchases, raw materials and consumables used(199,514)(175,353)(123,767)(78,046)(1,146)(577,826)

Depreciation and amortisation expenses(8,471)(373)(5,580)(2,653)(1,747)(18,824)

Net other operating expenses(59,838)(17,186)(88,591)(9,285)(10,973)(185,873)

Segment operating profit / (loss)31,9934,8351,60173(8,261)30,241

Net financing expenses(11,978)

Share of profit from joint ventures3,834

Share of profit from associates2,572

Profit before income tax24,669

(1)

During 2016, the Group moved diversified horticulture and kiwifruit from ‘International Produce’ to ‘New Zealand

Produce’. Segment information for the year ended 31 December 2015 has been restated to reflect the changes in internal

reporting of these reportable segments.

The Group is domiciled in New Zealand. The total revenues from external customers in New Zealand and other regions

are:

2016

$’000

2015

$’000

New Zealand278,702285,736

Australia and Pacific Islands141,592125,674

Asia296,802255,077

Americas79,00562,167

Europe75,67083,924

Africa - 186

Total

871,771812,764

The total non-current assets other than trade and other receivables, derivative financial instruments and available-for-

sale investments located in New Zealand and other countries are:

2016

$’000

2015

$’000

New Zealand408,163418,431

Other33,16228,818

Total441,325447,249

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T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

5. REVENUE

Revenue is measured at the fair value of the consideration received or receivable net of discounts, returns, and

Goods and Services Tax (GST).

Revenue comprises commission earnings and amounts received and receivable by the Group for goods and

services supplied in the ordinary course of business. Revenue from the sale of goods is recognised in the income

statement when the significant risks and rewards of ownership have been transferred to the buyer. Revenue

from services rendered is recognised in the income statement in proportion to the stage of completion of the

transaction at the balance date. Revenue from royalties is recognised on an accruals basis in accordance with

the substance of the relevant agreements.

Principal and agency arrangements

The Group assesses its revenue arrangements against specific criteria to determine if it is acting as the principal

or agent in a revenue transaction.

When the Group acts in the capacity of the principal, the portion of revenue earned is recognised as gross

revenue. When the Group acts in the capacity of the agent, it recognises net commission revenue from the

transaction.

The Group holds arrangements in which it acts as the principal and other arrangements in which it acts as the

agent. The following factors have been used by the Group in distinguishing whether it acts as the principal or the

agent in specific arrangements:

• Rights to the title of the goods and responsibility in respect of the goods sold;

• Credit risk in respect of the supply of the goods;

• Ability to vary the selling prices of the goods; and

• Primary responsibility for providing the goods or services to the customer or for fulfilling the order.

2016

$’000

2015

$’000

Sale of goods775,311710,363

Commissions30,49832,690

Services61,82165,655

Royalties4,1414,056

Total

871,771812,764

6. OTHER OPERATING INCOME AND OTHER INCOME

Other operating income

Other operating income consists of the following:

Notes

2016

$’000

2015

$’000

Gain on revaluation of investment - 343

Gain on sale of investment700 -

Net exchange gains8,588 -

Net gain from changes in fair value of biological assets147,3528,129

Net gain on disposal of property, plant and equipment-609

Rent2,0822,161

Reversal of impairment on revaluation of property, plant and equipment - 144

Other9546

Total

18,81711,432

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CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

6. OTHER OPERATING INCOME AND OTHER INCOME (CONTINUED)

Notes

2016

$’000

2015

$’000

Depreciation and amortisation

Depreciation1619,97017,513

Amortisation171,3261,311

Total

21,29618,824

Other expenses includes:

Directors' fees480498

Fleet costs18,31617,713

Impairment of goodwill17 - 777

Impairment of trade receivables through the provision for doubtful debts113,454576

Net exchange losses - 2,759

Net loss on disposal of property, plant and equipment159-

Professional fees8,3067,517

Promotion costs5,6945,612

Rental and property related costs19,49718,914

Repairs and maintenance8,6769,069

Research and development1,3901,032

Travel and accommodation4,6144,855

Employee benefits

During the year, contributions of $2.7 million were made by the Group towards employees’ superannuation schemes

(2015: $2.3 million).

Defined contribution plans

Obligations for contributions to defined contribution pension plans are recognised as an expense in the income

statement as incurred.

Short-term employee benefits

Employee entitlements to salaries and wages and annual leave, to be settled within twelve months of the

reporting date, represent present obligations resulting from employees’ services provided up to the reporting

date, calculated at undiscounted amounts based on remuneration rates that the Group expects to pay.

Other income

On 30 June 2016, the Group sold net assets relating to its crate business, the Fruit Case Company (FCC), to Pact (NewCo)

Limited, a wholly owned subsidiary of Pact Group Holdings Limited for a net gain of $11.9 million.

During the year, the Group also sold commercial and orchard land and land improvements, and buildings, located in

Hamilton, New Zealand, and in Hastings, New Zealand.

7. EXPENSES

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T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

7. EXPENSES (CONTINUED)

Services performed by Deloitte in 2016 comprise the following:

• Audit of statutory financial statements for the Group and individual subsidiary companies, including offshore

subsidiaries with local statutory audit requirements where Deloitte is the auditor;

• Audit related services including procedures relating to the interim financial statements, scrutineering services at the

annual shareholders' meeting and forensic services; and

• Other services including whistle blower hotline services and administration of the corporate tax payer group.

During the year, subsidiaries of the Group engaged other auditors to perform audit services and the fees paid were as

follows:

2016

$’000

2015

$’000

Ernst & Young for ENZAFruit New Zealand (U.K.) Limited1617

Moss Adams LLP for ENZAFruit Products Inc.4030

Hutchinson and Bloodgood LLP for Delica North America, Inc.4153

BDO for Delica (Shanghai) Fruit Trading Company Limited7 -

Total

104100

8. NET FINANCING EXPENSES

2016

$’000

2015

$’000

Finance expenses

Interest expense on borrowings(8,817)(9,081)

Effective interest on long-term receivables(123)(176)

Effective interest on deferred consideration(155)(252)

Interest expense on finance lease liabilities(45)(69)

Bank facility and line fees(3,055)(2,684)

Total(12,195)(12,262)

Finance income

Interest income244284

Total244284

Net financing expenses

(11,951)(11,978)

Audit fees

Audit fees of the Group and related services from the Group’s auditors consist of the following:

2016

$’000

2015

$’000

Deloitte

Audit of the financial statements644604

Audit related services3131

Other services3445

Other auditors

Audit services provided104100

T&G Global Limited and subsidiary companies

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CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

9. TAXATION

Income tax

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the

relevant taxation authorities based on the current period’s taxable income and any adjustments in respect of

previous years.

Deferred tax

Deferred tax is provided on all temporary differences at the balance date between the tax bases of assets and

liabilities and their carrying amounts for financial reporting purposes.

Income tax is recognised in the income statement apart from when it relates to items recognised directly in

other comprehensive income or equity, in which case it is recognised in other comprehensive income or equity.

(a) Taxation on profit before income tax

2016

$’000

2015

$’000

Current tax (expense)(11,339)(6,786)

Deferred tax credit1,6801,567

Total

(9,659)(5,219)

(b) Reconciliation of prima facie taxation and tax expense

The taxation expense that would arise at the standard rate of corporation tax in New Zealand is reconciled to the tax

expense as follows:

2016

$’000

2015

$’000

Profit before income tax

42,09524,669

Prima facie taxation at 28% (2015: 28%)(11,787)(6,907)

(Add) / deduct tax effect of:

Non-deductible items(3,606)(1,855)

Non-taxable items6,314895

Overstatement / (understatement) of prior year's provision(766)2,372

Imputation credit / foreign tax credits available for future periods359182

Other(173)94

Total

(9,659)(5,219)

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T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

9. TAXATION (CONTINUED)

(c) Deferred taxation


Balance of temporary differences

Property,

plant and

equipment

$’000

Intangible

assets

$’000


Biological

assets

$’000

Provisions

and

accruals

$’000

Other

$’000

Total

$’000

2016

Balance as at 1 January(38,410)(940)(5,290)2,61914(42,007)

Recognised in income statement2,299(55)(1,270)632741,680

Recognised in equity(1,286) - - - - (1,286)

Balance as at 31 December

(37,397)(995)(6,560)3,25188(41,613)

2015

Balance as at 1 January(29,736)741(3,929)1,742143(31,039)

Recognised in income statement1,918(35)(1,044)857(129)1,567

Recognised in equity(8,170) - - - - (8,170)

Recognised on acquisition(2,422)(1,646)(317)20 - (4,365)

Balance as at 31 December

(38,410)(940)(5,290)2,61914(42,007)

2016

$’000

2015

$’000

Expected settlement

Deferred tax assets and liabilities to be recovered within 12 months(3,221)(2,657)

Deferred tax assets and liabilities to be recovered after more than 12 months(38,392)(39,350)

Total

(41,613)(42,007)

(d) Imputation credits

The Group had a negative imputation credit account balance of $2.3 million as at 31 December 2016 (2015: $1.7 million

negative balance) and the Group will be making a voluntary payment before 31 March 2017 to ensure the balance is in

credit at that time.

T&G Global Limited and subsidiary companies

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77

CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

10. RECONCILIATION OF PROFIT AFTER INCOME TAX TO NET CASH FLOW FROM OPERATING ACTIVITIES

Notes

2016

$’000

2015

$’000

Profit for the year32,43619,450

Adjusted for non-cash items:

Amortisation expense171,3261,311

Depreciation expense1619,97017,513

Effective interest on deferred consideration8155252

(Gain) on revaluation of investment6 - (343)

Impairment of goodwill7 - 777

Movement in deferred tax9(1,680)(1,567)

Movement in provision for receivables impairment113,454576

Share of profit of joint ventures18(2,865)(3,834)

Share of profit of associates19(4,733)(2,572)

Other movements483932

Total16,11013,045

Adjusted for investing and financing activities:

Bank facility and line fees83,0552,684

(Gain) on sale of investment6(700) -

(Gain) on sale of the Fruit Case Company6(11,864) -

(Gain) on sale of other property, plant and equipment(1,021)(609)

Total(10,530)2,075

Impact of changes in working capital items net of effects of non-cash items and

investing and financing activities

(Increase) / decrease in debtors and prepayments

497(13,265)

(Increase) in biological assets

(3,875)(4,828)

Increase / (decrease) in creditors and provisions

(1,025)8,438

(Increase) / decrease in inventories

2,645(6,053)

Decrease in taxation receivable / increase in taxation payable

3,4982,143

Total1,740(13,565)

Net cash inflow from operating activities

39,75621,005

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T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

11. TRADE AND OTHER RECEIVABLES

Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the

effective interest method, less any provision for doubtful debts for uncollectible amounts.

A provision for doubtful debts is established when there is objective evidence that the Group will not be able to

collect all amounts due according to the original terms of receivables.

Notes

2016

$’000

2015

$’000

Current

Trade receivables97,99697,272

Less: Provision for doubtful debts(4,190)(736)

Prepayments9,8908,745

GST and other taxes3,386 -

Receivables from joint ventures18507949

Receivables from associates195346,208

Receivables from Ultimate Parent28181 -

Receivables from Ultimate Parent's associate28 - 141

Other receivables240204

Total

108,544112,783

Non-current

Trade receivables 6,3203,767

Prepayments1,6893,256

Receivables from associates19252431

Other receivables642387

Total

8,9037,841

2016

$’000

2015

$’000

Analysis of non-impaired third party receivables

Not past due76,35575,048

Past due 1-30 days16,43019,936

Past due 31-60 days4,9323,430

Past due 61-90 days7921,508

Past due over 90 days1,617381

Total

100,126100,303

2016

$’000

2015

$’000

Analysis of movements in the provision for doubtful debts

Balance at 1 January736160

Additions to provision for doubtful debts3,8211,188

Reversal of unused provision for doubtful debts(241)(381)

Receivables written off during the year as uncollectible(126)(231)

Balance at 31 December

4,190736

The Group has numerous credit terms for various customers. These credit terms vary depending on the services

provided and the customer relationship.

T&G Global Limited and subsidiary companies

I

79

CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

11. TRADE AND OTHER RECEIVABLES (CONTINUED)

All trade receivables are individually reviewed regularly for impairment as part of normal operating procedures and

provided for where appropriate.


The Group makes advances to customers, suppliers, joint ventures and associates. All advances are within the agreed

credit periods. The Group’s policy requires security to be taken for advances to third parties. This security ranges from

charges over property and assets to personal guarantees.

12. INVENTORIES

Inventories are stated at the lower of cost (first in, first out basis) or net realisable value. Net realisable value

is the estimated selling price in the ordinary course of business, less the estimated costs of completion and

selling expenses.

Derivative financial instruments are used to hedge exchange rate and interest rate risks. The Group does

not hold or issue derivative financial instruments for trading purposes. Derivative financial instruments

are recognised at fair value. Any resulting gains or losses are recognised in the income statement unless

the derivative financial instrument has been designated into a hedge relationship that qualifies for hedge

accounting.

Cash flow hedges

Cash flow hedges are currently applied to forecast transactions that are subject to foreign currency fluctuations

and future interest cash flow on loans. The Group recognises the effective portion of changes in the fair value

of derivative financial instruments that qualify as cash flow hedges in other comprehensive income. These

accumulate as a separate component of equity in the cash flow hedge reserve.

Gains or losses relating to the ineffective portion of a cash flow hedge are recognised in the income statement.

Amounts taken to equity are transferred to the income statement when the hedged transaction affects the

income statement.

2016

$’000

2015

$’000

Finished and semi-finished goods32,96734,122

Raw materials1,1222,110

Consumables (including packaging)7,2837,982

Total

41,37244,214

The cost of inventories recognised as an expense and included in ‘Purchases, raw materials and consumables used’ in

the income statement for the year ended 31 December 2016 amounted to $576.0 million (2015: $524.0 million).

13. DERIVATIVE FINANCIAL INSTRUMENTS

2016

$’000

2015

$’000

Current assets

Cash flow hedges

Forward foreign exchange contracts2,9112,045

Foreign currency options3,741564

Fair value through profit or loss

Forward foreign exchange contracts29 -

Total

6,6812,609

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T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

13. DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)

2016

$’000

2015

$’000

Non-current assets

Cash flow hedges

Forward foreign exchange contracts1,696894

Foreign currency options6142,307

Interest rate swaps516 -

Total

2,8263,201

Current liabilities

Cash flow hedges

Forward foreign exchange contracts1,2241,646

Foreign currency options2481,778

Interest rate swaps59111

Fair value through profit or loss

Forward foreign exchange contracts5157

Total

1,5823,592

Non-current liabilities

Cash flow hedges

Forward foreign exchange contracts7384

Foreign currency options312324

Interest rate swaps3,7753,281

Total

4,8253,609

Biological assets consists of unharvested fruit growing on bearer plants, and are stated at fair value based on

their present location and condition less estimated point-of-sale costs. Any gain or loss from changes in the fair

value of biological assets is recognised in the income statement.

Point-of-sale costs include all other costs that would be necessary to sell the assets.

The fair value of the Group's apples, blueberries, citrus fruit, kiwifruit and tomatoes is determined by

management using a discounted cash flow approach.

Costs are based on current average costs and referenced back to industry standard costs. The costs are variable

depending on the location, planting and the variety of the biological asset. A suitable discount rate has been

determined in order to calculate the present value of those cash flows. The fair value of biological assets at

or before the point of harvest is based on the value of the estimated market price of the estimated volumes

produced, net of harvesting and growing costs. Changes in the estimates and assumptions supporting the

valuations could have a material impact on the carrying value of biological assets and reported profit.

14. BIOLOGICAL ASSETS

2016

$’000

2015

$’000

Balance at 1 January19,06814,240

Capitalised costs28,71536,660

Increase from acquisition of business -588

Change in fair value less costs to sell7,3528,129

Decrease due to harvest(32,192)(40,549)

Balance at 31 December

22,943 19,068

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

14. BIOLOGICAL ASSETS (CONTINUED)

Fair value measurement

The unobservable inputs used by the Group to fair value its biological assets are detailed below:


Unobservable inputs

Range of unobservable inputs

20162015

ApplesTray carton equivalent (TCE) per hectare per annum2,500 to 4,7502,500 to 5,000

Export prices per export tray carton equivalent (TCE)$20 to $50$20 to $50

Risk-adjusted discount rate25%35%

BlueberriesTonnes per hectare per annum10.95.6

Annual gate price per kilogram (kg) per season$9.65 to $19.65$9.65 to $19.65

Risk-adjusted discount rate18%10%

CitrusTonnes per hectare per annum23 to 4020 to 39

Annual gate price per tonne per season$1,300 to $2,430$1,300 to $2,430

Risk-adjusted discount rate14%10%

KiwifruitTrays per hectare per annum8,500 to 15,0008,500 to 15,000

Annual gate price per trays per season$4.67 to $7.10$4.67 to $7.10

Risk-adjusted discount rate18%10%

TomatoesTonnes per hectare per annum190 to 1,641187 to 1,702

Annual price per kg per season$1.73 to $17.80$1.84 to $17.84

Risk-adjusted discount rate25%25%

T&G Global Limited and subsidiary companies

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81

CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

Techniques applied by the Group which are used to value biological assets are considered to be level 3 in the

fair value hierarchy. Inputs are not based on observable market data (that is, unobservable inputs). There have

been no transfers between levels during the year.

As the yield per hectare and gate price or export price per TCE increases, the fair value of biological assets increases. As

the discount rate used increases, the fair value of biological assets decreases.

The following table details the fair values of the Group’s biological assets at 31 December:

2016

$’000

2015

$’000

Apples17,82213,585

Blueberries453300

Citrus1,9621,494

Kiwifruit1,335994

Tomatoes1,0652,662

Other

(1)

30633

Total

22,94319,068

(1)

Included in 'Other' are grapes and strawberries.

The following significant assumptions and considerations have been taken into account in determining the fair

value of the Group’s biological assets:

• Forecasts for the following year based on management's view of projected cash flows, including sales and

margins, adjusted for inflation, location and variety of crops;

• Discount rates to adjust for risks inherent to the crop, including natural events, disease or any other

adverse factors that may impact the quality, yield or price; and

• Any significant changes to management of the crop in the current and following year.

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T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

14. BIOLOGICAL ASSETS (CONTINUED)

Risk


Being involved in agricultural activity, the Group is exposed to financial risks arising from adverse climatic or natural

events. Financial risk also arises through adverse changes in market prices or volumes harvested, and adverse

movements in foreign exchange rates.


Price risk is mitigated by close monitoring of commodity prices and factors that influence those commodity prices. The

Group also takes reasonable measures to ensure that harvests are not affected by climatic and natural events, disease, or

any other factors that may negatively impact on the quality and yield of crop. Foreign currency risk is mitigated by using

derivative instruments such as foreign currency hedging contracts to hedge foreign currency exposure.

Activity on productive owned and leased land

The owned and leased land growing different types of biological assets are detailed in the table below:

15. ACQUISITION OF NON-CONTROLLING INTEREST IN SUBSIDIARY

OWNED AND LEASED

2016

hectares

2015

hectares

Apples721686

Blueberries1111

Citrus155154

Grapes74-

Kiwifruit4255

Tomatoes2929

Other21

The production on owned and leased land by agricultural produce type for the 2015 and 2016 years is presented in the

table below:

PRODUCTION OWNED AND LEASED

20162015Production units

Apples2,046,8891,688,322TCE

Blueberries69,45438,918kg

Citrus4,014,4323,818,403kg

Grapes349,320-kg

Kiwifruit416,471621,251class 1 trays

Tomatoes12,493,8789,847,132kg

Other23,88025,428kg

Delica North America, Inc.

On 14 October 2016, the Group acquired the remaining 25% of the issued shares from non-controlling interests of Delica

North America, Inc. for a purchase price of $6.9 million.

The carrying amount of the non-controlling interest on the date of acquisition was $1.6 million. The Group derecognised

the non-controlling interest and recorded a decrease in equity attributable to owners of the Group of $5.2 million.

2016

$’000

Carrying amount of non-controlling interest acquired1,558

Consideration paid to non-controlling interest(4,421)

Deferred consideration (present value)(2,368)

Net effect in equity

(5,231)

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CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

16. PROPERTY, PLANT AND EQUIPMENT

Commercial land and improvements, orchard land and improvements, and buildings are stated at their fair value less

accumulated depreciation and impairment losses. All other items of property, plant and equipment are stated at their

cost less accumulated depreciation and impairment losses.

Revaluations

The Group’s policy is to revalue commercial land and improvements, orchard land and improvements, and buildings

every three years with valuations being performed by independent registered valuers based on the price that would be

received to sell the asset in an orderly transaction between market participants under current market conditions. All

property valuers used are members of the New Zealand Institute of Valuers, with the exception of the valuer appointed

in Belgium who has the appropriate expertise as required in that jurisdiction.

The revaluations are conducted on a systematic basis across the Group so that the asset revaluations are performed

with sufficient regularity to ensure that the carrying amount does not differ materially from that which would be

determined using fair value at balance date. Where valuations are not obtained for land and improvements, and

buildings, the carrying values of these assets are reassessed for any material change.

Any increase in value that offsets a previous decrease in value of the same asset is charged to the income statement.

Any other increase is recognised directly in other comprehensive income and accumulated in the asset revaluation

reserve. Any decrease in value that offsets a previous increase in value of the same asset is charged against the

revaluation reserve. Any other decrease in value is charged to the income statement.

Depreciation

Depreciation of property, plant and equipment, other than commercial and orchard land which is not depreciated, is

calculated on a straight-line basis so as to expense the cost of the assets, or the revalued amounts, to their expected

residual values over their useful lives as follows:

• Commercial land improvements

• Orchard land improvements

• Buildings

• Bearer plants

• Glasshouses

• Motor vehicles

• Plant and equipment and hire containers

Impairment

Items of property, plant and equipment are assessed for indicators of impairment at each reporting date. Impairment

losses are recognised in profit or loss in the period in which they arise.

15 to 50 years

15 to 50 years

15 to 50 years

7 to 40 years

33 years

5 to 7 years

3 to 15 years

Commercial

land and

improvements

$’000

Orchard land

and

improvements

$’000

Buildings

$’000

Bearer

plants

$’000

Glasshouses

$’000

Motor

vehicles

$’000

Plant and

equipment

and hire

containers

$’000

Work in

progress

$’000

Total

$’000

At 1 January 2015

Cost or valuation56,29158,488151,97619,56019,2797,368206,26711,739530,968

Accumulated depreciation

and impairment

(1,460)(2)(24,756)(779)(7,136)(4,813)(153,723) - (192,669)

Net carrying amounts 54,83158,486127,22018,78112,1432,55552,54411,739338,299

Year ended 31 December

2015

Opening net carrying

amounts

54,83158,486127,22018,78112,1432,55552,54411,739338,299

Additions and transfers1,371(2,459)1655,357 - 33916,9964,22725,996

Additions through business

acquisition

5,572 - 2,529 - 8,566153,376 - 20,058

Depreciation(546)(723)(4,779)(1,179)(908)(479)(8,899) - (17,513)

Transfer from assets held

for sale

178 - 30 - - - - - 208

Disposals(12) - (132) - - (46)(169) - (359)

Revaluations6,137 - 3,239 - - - - - 9,376

Depreciation write back on

revaluation

1,814 - 23,686 - - - - - 25,500

Foreign exchange

movements

(52) - (1) - - 1113(141)(170)

Closing net carrying amounts69,29355,304151,95722,95919,8012,39563,86115,825401,395

The methods and valuation techniques used for assessing the current market value of commercial land
and improvements, orchard land and improvements, and buildings by external valuers are disclosed on the

following page. Changes in the estimates and assumptions underlying the valuation approaches could have

a material effect on the carrying amounts of the properties, with changes in value reflected either in other

comprehensive income or through the income statement as appropriate in accordance with the Group’s

accounting policy.

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T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

16. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Commercial

land and

improvements

$’000

Orchard land

and

improvements

$’000

Buildings

$’000

Bearer

plants

$’000

Glasshouses

$’000

Motor

vehicles

$’000

Plant and

equipment

and hire

containers

$’000

Work in

progress

$’000

Total

$’000

At 31 December 2015

Cost or valuation69,49155,759157,15325,18627,8456,351224,51515,825582,125

Accumulated depreciation

and impairment

(198)(455)(5,196)(2,227)(8,044)(3,956)(160,654) - (180,730)

Net carrying amounts

69,29355,304151,95722,95919,8012,39563,86115,825401,395

Year ended 31 December

2016

Opening net carrying

amounts

69,29355,304151,95722,95919,8012,39563,86115,825401,395

Additions and transfers9254785661,262453014,84712,40931,021

Depreciation(860)(413)(5,639)(1,361)(1,252)(541)(9,904) - (19,970)

Impairment through profit

or loss

- - - - - - (254) - (254)

Disposals(2,658)(528)(5,233)(824) - (14)(8,921)(136)(18,314)

Foreign exchange

movements

(12) - (18) - - (14)3610496

Closing net carrying amounts

66,68854,841141,63322,03618,5532,35659,66528,202393,974

At 31 December 2016

Cost or valuation67,74555,697152,28125,49527,8506,626207,65128,202571,547

Accumulated depreciation

and impairment

(1,057)(856)(10,648)(3,459)(9,297)(4,270)(147,986) - (177,573)

Net carrying amounts

66,68854,841141,63322,03618,5532,35659,66528,202393,974

Leased assets

‘Glasshouses’ and ‘Plant and equipment and hire containers’ asset classes include the following amounts where the

Group is a lessee under a finance lease:

2016

$’000

2015

$’000

Cost of capitalised finance leases3,1143,114

Accumulated depreciation(2,080)(1,569)

Carrying amount

1,0341,545

The Group leases glasshouses and other sundry equipment under non-cancellable finance lease agreements. The lease

terms are between three and six years, and ownership of the assets lies with the Group.

Revaluations

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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

16. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Revaluations (continued)

The following table presents the valuers and valuation techniques of the most recent valuation of the Group’s

commercial land and improvements, and buildings. The last revaluation was carried out in December 2015.

PropertyValuer

Depreciation replacement cost approach

657 Main Road, Riwaka, MotuekaTelfer Young

99 Swamp Road, Riwaka, MotuekaTelfer Young

83 Swamp Road, Riwaka, MotuekaTelfer Young

101 Motueka River West Bank Road, Brooklyn, MotuekaTelfer Young

Depreciation replacement cost / discounted cash flow / income capitalisation approach

2-6 Monahan Road, Mt Wellington, AucklandTelfer Young

29 Stuart Road, PukekoheTelfer Young

20 Mihaere Drive, Roslyn, Palmerston NorthTelfer Young

39 Dakota Crescent, Wigram, ChristchurchTelfer Young

220 Fryatt Street, Dunedin Central, DunedinTelfer Young

484 Nayland Road, Stoke, NelsonTelfer Young

490 Nayland Road, Stoke, NelsonTelfer Young

Depreciation replacement cost / income capitalisation approach

153 Waipapa Road, KerikeriTelfer Young

5125 Roxburgh-Ettrick Road, Ettrick, RoxburghTelfer Young

Depreciation replacement cost / market comparison approach

153 Harrisville Road, TuakauTelfer Young

292 Harrisville Road, Buckland, PukekoheTelfer Young

Income capitalisation approach

241 Evenden Road, Twyford, HastingsLogan Stone

22-32 Whakatu Road, Whakatu, HastingsLogan Stone

2 Anderson Road, Whakatu, HastingsLogan Stone

Market comparison approach

37 Goodall Road, Riwaka, MotuekaTelfer Young

655 Main Road, Riwaka, MotuekaTelfer Young

3800 Sint-Truiden, BelgiumVangronsveld & Vranken

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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

16. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Revaluations (continued)

The principal valuation approaches used by the valuers during their valuations of commercial land and improvements,

and buildings, in 2015 and the impact of a change in a significant unobservable valuation input are described below.

Principal valuation approach and description of approachRelationships of unobservable inputs to fair value

Depreciation replacement cost approach

This approach involves assessing the replacement cost of building and site

improvements, adjusting this cost for depreciation and any obsolescence

and the market value of land.

The higher the replacement cost after adjustments, the higher the

fair value.

Discounted cash flow approach

This approach is based on the future projection of rental income cash flows

discounted back to their present value, with inputs which include:

Discount rates with a range from 8.5% to 13.5%.The higher the discount rate, the lower the fair value.

Terminal yield rates with a range from 8% to 12.5%.The higher the terminal yield rate, the lower the fair value.

Investment horizon of 10 years.The longer the investment horizon, the higher the fair value.

Rental growth estimated at between 0.1% to 12% per annum.The higher the rental growth rate, the higher the fair value.

Income capitalisation approach

This approach capitalises the actual contract and / or potential income at an

appropriate market derived rate of return.

Capitalisation rates applied range from 7.8% to 12.5%.The higher the capitalisation rate, the lower the fair value.

Market comparison approach

This approach analyses comparable sales evidence to a sale price per

square metre of floor area and makes adjustment to these rates to reflect

differences in the location, size and quality of the buildings, together with an

adjustment for any market movement since the sales occurred.

The higher the sale price per square metre after adjustments, the

higher the fair value.

The following table presents the valuers and valuation techniques of the most recent valuation of the Group’s orchard

land and improvements. The last revaluation was carried out in December 2014

.

PropertyValuer

Depreciation replacement cost / market comparison approach

66 Trotter Road, Twyford, HastingsDuke & Cooke

Ormond Road, Twyford, HastingsDuke & Cooke

2 Anderson Road, WhakatuDuke & Cooke

Raupare Road, Twyford, HastingsDuke & Cooke

Kerikeri orchards, KerikeriDuke & Cooke

Apollo orchards, Heretaunga Plains, Hawke’s BayLogan Stone

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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

16. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Techniques applied by the Group which are used to value certain classes of property, plant and equipment are

considered to be level 3 in the fair value hierarchy. Inputs are not based on observable market data (that is,

unobservable inputs). There have been no transfers between levels during the year.

Fair value measurement

The following values represent fair value at the time of valuation, plus additions and less disposals and accumulated

depreciation, since the date of valuations. Management have assessed that these values represent fair value.

2016

$’000

2015

$’000

Commercial land and improvements66,68869,293

Orchard land and improvements54,84155,304

Coolstores73,85176,578

Packhouses2,8082,921

Orchard buildings4,1724,330

Processing plant7,6608,085

Commercial buildings53,14260,043

Total

263,162276,554

Land and buildings at historical cost

If land and buildings were stated on the historical cost basis, the amounts would be as follows:

2016

$’000

2015

$’000

Commercial land and improvements

Cost 36,20136,874

Accumulated depreciation and impairment(5,300)(4,655)

Net carrying amount

30,90132,219

Orchard land and improvements

Cost 71,33271,134

Accumulated depreciation and impairment(19,484)(19,097)

Net carrying amount

51,84852,037

Buildings

Cost 138,037140,560

Accumulated depreciation and impairment(44,762)(41,572)

Net carrying amount

93,27598,988

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T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

17. INTANGIBLE ASSETS

Intangible assets, except for goodwill, that are acquired by the Group are stated at cost less accumulated

amortisation and impairment losses.

Software, licences and capitalised costs of developing systems are recorded as intangible assets, unless they

are directly related to a specific item of hardware and recorded as property, plant and equipment, and are

amortised over a period of three to eight years.

Acquired brands are amortised over their anticipated useful lives of 10 to 25 years where they have a finite life.

Goodwill is recorded at cost less any accumulated impairment losses. Goodwill and any other intangible assets

with indefinite useful lives are tested for impairment at each reporting date.

Goodwill

$’000

Software

$’000

Plant variety

rights

$’000

Other

intangibles

$’000

Total

$’000

At 1 January 2015

Cost6,25018,6573,74955729,213

Accumulated amortisation - (13,608)(3,668)(398)(17,674)

Net carrying amounts

6,2505,0498115911,539

Year ended 31 December 2015

Opening carrying amounts6,2505,0498115911,539

Additions - 59211337940

Additions through business acquisition9,695 - - 5,50515,200

Amortisation - (1,199)(1)(111)(1,311)

Disposals(200) - - (50)(250)

Impairment through profit or loss(777) - - - (777)

Foreign exchange movements396 - (233)(188)

Net carrying amounts

15,0074,448915,60725,153

At 31 December 2015

Cost15,00719,2743,7606,04644,087

Accumulated amortisation - (14,826)(3,669)(439)(18,934)

Net carrying amounts

15,0074,448915,60725,153

Year ended 31 December 2016

Opening carrying amounts15,0074,448915,60725,153

Additions - 2,774166843,024

Amortisation - (1,093)(1)(232)(1,326)

Disposals - (135) - - (135)

Foreign exchange movements(149)(92) - (140)(381)

Net carrying amounts

14,8585,9022565,31926,335

At 31 December 2016

Cost14,85820,8923,9265,97845,654

Accumulated amortisation - (14,990)(3,670)(659)(19,319)

Net carrying amounts

14,8585,9022565,31926,335

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CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

The discount rate used for the purposes of goodwill impairment testing is based on a calculated weighted

average cost of capital adjusted for risks specific to the cash-generating units. The weighted average cost of

capital is based on the cost of debt and cost of equity weighted accordingly between the relative percentages of

debt and equity. The cost of debt is the actual cost of debt and the cost of equity is calculated using the capital

asset pricing model.

The recoverable amounts of cash-generating units have been determined based on value-in-use calculations.

These calculations require the use of estimates as to future profitability of the relevant cash-generating units to

which goodwill has been allocated and the choice of a suitable discount rate in order to calculate the present

value of those cash flows.

The calculation uses cash flow projections based on budgets approved by management to December 2017, and

a discount rate of 10.3% (2015: 10.8%) which approximates the Group’s weighted average cost of capital. Cash

flows beyond December 2017 have been extrapolated using a steady growth rate of 1.5% (2015: 0.9%).

The calculations support the carrying amount of recorded goodwill. Management believes that any reasonable

change in the key assumptions used in the calculations would not cause the carrying amount to exceed its

recoverable amount.

Goodwill held by the Group relates to acquisitions of the Status Produce Group (including cash-generating units of Status

Produce Limited and Great Lake Tomatoes Limited) and the Delica Group (including cash-generating units of Delica

Limited, Delica Australia Pty Limited, Delica North America, Inc. and T&G Vizzarri Farms Pty Limited).

The Group’s goodwill balance comprises of 54% allocated to the Status Produce Group (2015: 53%) and 46% allocated to

the Delica Group (2015: 47%).

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

17. INTANGIBLE ASSETS (CONTINUED)

Impairment tests for goodwill

Under the equity method, an investment in a joint venture is initially recognised in the balance sheet at cost and

adjusted thereafter to recognise the Group’s share of the profit or loss and other comprehensive income of the

joint venture.

Investments in joint ventures are assessed for indicators of impairment at each reporting date.

Set out below are the joint ventures of the Group as at 31 December 2016. The joint ventures have share capital

consisting solely of ordinary shares, which are held directly by the Group.


The Group’s investments in joint ventures in 2016 and 2015 are:

Name of entity

Place of business and

country of incorporation

Ownership interest (%)

Principal activity20162015

Apollo Foods LimitedNew Zealand -

(1)

50Fruit beverage operations

Wawata General Partner LimitedNew Zealand5050Horticulture operations

Worldwide Fruit LimitedUnited Kingdom5050Fruit marketing

The balance date of Worldwide Fruit Limited is 30 June which is adopted by the joint venture to align its results to its

business cycle. The Group's remaining joint venture, Wawata General Partner Limited, has a balance date of 31

December.

For the purposes of applying the equity method of accounting, management accounts of the companies for the period

ended 31 December 2016 have been used, adjusted for differences in accounting policies between the Group and the

joint ventures.


(1)

On 6 September 2016, the Group sold its 50% ownership in Apollo Foods Limited.

18. INVESTMENTS IN JOINT VENTURES

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T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

18. INVESTMENTS IN JOINT VENTURES (CONTINUED)

The Group’s share of profit and the carrying amounts of the Group’s interest in all joint ventures are presented below:

2016

$’000

2015

$’000

Group’s share of profit and comprehensive income of joint ventures

Worldwide Fruit Limited1,9682,271

Other8971,563

Total

2,8653,834

Carrying amount of the Group’s interest in joint ventures

Worldwide Fruit Limited4,9206,060

Other4,5854,726

Total

9,50510,786

Transactions with joint ventures of the Group

The Group has entered into the following transactions with its joint ventures during the year:

2016

$’000

2015

$’000

Sale of pipfruit exported by the Group24,03831,572

Purchase of pipfruit from joint ventures29696

Provision of services by the Group1,6531,205

Receivables from joint ventures507949

Dividends from joint ventures received by the Group3,159698

Summarised financial information for material joint venture

Set out below is the summarised financial information for Worldwide Fruit Limited, the joint venture considered to be

material to the Group during the period.

Worldwide Fruit Limited

2016

$’000

2015

$’000

Summarised financial information

Balance sheet

Current assets26,53631,678

Current liabilities(26,051)(30,065)

Non-current assets14,30217,743

Non-current liabilities(4,947)(7,236)

Net assets

9,84012,120

Cash and cash equivalents

2,0943,498

Non-current financial liabilities excluding trade and other payables and provisions(4,947)(7,236)

Income statement

Revenue246,675248,839

Depreciation and amortisation expenses(1,202)(1,452)

Interest expense(203)(219)

Income tax expense(1,009)(1,380)

Profit after tax and comprehensive income3,9364,542

Group’s share of carrying amount4,9206,060

Group’s share of profit from continuing operations1,9682,271

Dividends received from joint venture2,460414

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CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

19. INVESTMENTS IN ASSOCIATES

Under the equity method, an investment in an associate is initially recognised in the balance sheet at cost and

adjusted thereafter to recognise the Group’s share of the profit or loss and other comprehensive income of the

associate.

Investments in associates are assessed for indicators of impairment at each reporting date.

Set out below are the associates of the Group as at 31 December 2016. The associates have share capital consisting

solely of ordinary shares, which are held directly by the Group.


The Group’s investments in associates in 2016 and 2015 are:

Name of entity

Place of business and

country of incorporation

Ownership interest (%)

Principal activity20162015

Allen Blair Properties LimitedNew Zealand3333Property investment

David Oppenheimer & Company I, L.L.C

(1)

United States of America1515Produce wholesale distributors

David Oppenheimer Transport Inc.

(1)

United States of America1515Transport

Fresh Vegetable Packers LimitedNew Zealand -

(2)

41Horticultural operations

McKay Shipping LimitedNew Zealand2525Transport

Mystery Creek Asparagus Limited

(1)

New Zealand1515Horticultural operations

N.Z. Kumara Distributors LimitedNew Zealand2020Horticultural operations

Allen Blair Properties Limited and Mystery Creek Asparagus Limited have a balance date of 31 March and N.Z. Kumara

Distributors Limited has a balance date of 31 January. These were the reporting dates established when these

companies were incorporated and it is impractical for these companies to change their balance dates. The remaining

associates of the Group have a balance date of 31 December.

For the purposes of applying the equity method of accounting, management accounts of the companies for the period

ended 31 December 2016 have been used, adjusted for differences in accounting policies between the Group and the

associates.



(1)

Although the Group holds less than 20% of the ownership of these entities, a member of the Group's management

sits on the Board of Directors of these entities, and transactions between these entities and the Group are significant to

their operations. Therefore, the Group is deemed to have significant influence over these entities and accounts for them

as associates of the Group.

(2)

During 2016, Fresh Vegetable Packers Limited ceased trading and on 22 December 2016, the Company was liquidated

with a final dividend paid to the Group.

Summarised financial information for material associate

Set out on the following page is the summarised financial information for David Oppenheimer & Company I, L.L.C., the

associate considered to be material to the Group for the period.

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T&G 2016 CONSOLIDATED FINANCIAL STATEMENTST&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

19. INVESTMENTS IN ASSOCIATES (CONTINUED)

David Oppenheimer & Company I, L.L.C.

2016

$’000

2015

$’000

Summarised financial information

Balance sheet

Current assets119,397108,072

Current liabilities(108,023)(100,832)

Non-current assets552482

Net assets

11,9267,722

Cash and cash equivalents

7,6147,555

Income statement

Revenue834,791740,609

Depreciation and amortisation expenses(252)(147)

Interest expense(360)(651)

Profit after tax and comprehensive income11,0207,584

Group’s share of carrying amount

Interest in associate1,7891,158

Other adjustment1,027968

Group’s share of carrying amount

2,8162,126

Group’s share of profit from continuing operations1,6531,138

Dividend received from associate914972

The Group’s share of profit and the carrying amounts of the Group’s interest in all associates are presented below:

2016

$’000

2015

$’000

Group’s share of profit and comprehensive income of associates

David Oppenheimer & Company I, L.L.C.1,6531,138

Other3,0801,434

Total

4,7332,572

Carrying amount of the Group’s interest in associates

David Oppenheimer & Company I, L.L.C.2,8162,126

Other8,6957,789

Total

11,5119,915

Transactions with associates of the Group

The Group has entered into the following transactions with its associates during the year:

2016

$’000

2015

$’000

Sale of pipfruit exported by the Group52,30141,609

Purchase of pipfruit from associates23,73030,731

Provision of services to the Group153422

Receivables from associates - current5346,208

Receivables from associates - non-current252431

Payables to associates9,75412,642

Dividends from associates received by the Group3,0691,617

CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

Notes

2016

$’000

2015

$’000

Current

Trade payables56,90546,353

GST and other taxes - 1,162

Employee entitlements11,16611,751

Accrued expenses19,83919,804

Owing to associates199,75412,642

Owing to Ultimate Parent's subsidiary2838-

Deferred payments to related parties283,4451,922

Crate return liability - 13,901

Total

101,147107,535

Non-current

Deferred payments2,8283,243

Deferred payments to related parties281,0232,021

Total

3,8515,264

2016

$’000

2015

$’000

Current

Secured borrowings5,0006,506

Unsecured borrowings1506

Finance lease liabilities353528

Total

5,5037,040

Non-current

Secured borrowings144,000163,040

Unsecured borrowings - 181

Finance lease liabilities564754

Total

144,564163,975

Interest rates

As at 31 December 2016 the weighted average interest rate on the secured borrowings is 3.3% (2015: 3.8%), fixed for

periods up to three months.

2016

$’000

2015

$’000

Secured and unsecured borrowings repayment schedule

Within one year5,1506,512

Between one and two years-163,156

Between two and five years 144,00065

Total

149,150169,733

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

20. TRADE AND OTHER PAYABLES

Trade and other payables are initially recognised at fair value and then subsequently measured at amortised

cost.

Borrowings are recognised initially at fair value less directly attributable transaction costs. Subsequent to initial

recognition, borrowings are stated at amortised cost using the effective interest method.

Borrowing costs are recognised in the income statement using the amortised cost method.

21. LOANS AND BORROWINGS

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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

21. LOANS AND BORROWINGS (CONTINUED)

Security and bank facilities

As at 31 December 2016 the Group had a term debt facility from the Bank of New Zealand, HSBC, Rabobank and

Westpac New Zealand amounting to $210.0 million (2015: $190.0 million). The seasonal facility is renewed annually and

is not drawn as at 31 December 2016. These facilities are secured by a guarantee from the Ultimate Parent.


The banking facilities for the 2017 year are as follows:

Amount

$’000Expiry date

Term debt facility200,000January 2019

Seasonal facility90,000November 2017

Money market facility40,000January 2019

Overdraft facility3,000Uncommitted

Australian dollar overdraft facility - NZD equivalent3,214Uncommitted

Gross finance lease liabilities – minimum lease payments

2016

$’000

2015

$’000

Within one year381576

Between one and five years581761

9621,337

Future finance charges on finance leases(45)(55)

Present value of finance lease liabilities

9171,282

The present value of finance lease liabilities is as follows:

Within one year353528

Between one and five years564754

Total

9171,282

22. CAPITAL AND RESERVES

Share capital

2016

shares

2015

shares

2016

$’000

2015

$’000

Balance at 31 December122,543,204119,803,316176,357170,317

As at 31 December 2016, the authorised share capital comprised 122,543,204 ordinary shares (2015: 119,803,316

ordinary shares). All shares on issue are fully paid and have no par value.


All ordinary shares rank equally with one vote attached to each fully paid ordinary share. There are no other classes of

shares issued.


A dividend was paid on 3 June 2016 (refer to note 23). As part of a dividend reinvestment plan, shareholders could elect

to receive fully paid bonus ordinary shares in lieu of some, or all, of their cash dividend. $6.0 million of the dividend

payment was reinvested by shareholders (2015: $5.2 million reinvested). No other ordinary shares were issued during

the year.

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CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

22. CAPITAL AND RESERVES (CONTINUED)

Revaluation and other reserves

2016

$’000

2015

$’000

Asset revaluation reserve

Balance at 1 January 88,47961,920

Gain on revaluation of property, plant and equipment, gross of tax - 34,729

Deferred tax effect on revaluation of property, plant and equipment - (8,170)

Transfer to retained earnings due to sale of property, plant and equipment(6,541) -

Deferred tax effect on sale of property, plant and equipment1,286 -

Balance at 31 December83,22488,479

Foreign currency translation reserve

Balance at 1 January(1,751)(4,389)

Exchange differences on translation of foreign operations, before non-controlling interests(3,039)2,638

Balance at 31 December(4,790)(1,751)

Cash flow hedge reserve

Balance at 1 January(1,146)1,778

Movements in fair value11,861129

Reclassification of net change in fair value to income statement(7,111)(4,139)

Taxation on reserve movements(1,311)1,086

Balance at 31 December2,293(1,146)

Available-for-sale investment reserve

Balance at 1 January158145

Gain on revaluation of available-for-sale investments40413

Balance at 31 December562158

Total

81,28985,740

Asset revaluation reserve

The revaluation reserve relates to commercial land and improvements, orchard land and improvements, and buildings.


Foreign currency translation reserve

The foreign currency translation reserve comprises all foreign exchange differences arising from the translation of the

consolidated financial statements of foreign operations into New Zealand dollars.


Cash flow hedge reserve

The cash flow hedge reserve accounts for the fair value movements of hedging instruments designated as cash flow

hedges.


Available-for-sale investment reserve

The available-for-sale investment reserve accounts for the fair value movements of available-for-sale investments.

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T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

23. DIVIDENDS

2016

$’000

2015

$’000

Ordinary shares

Dividend to shareholders7,1887,021

Dividends to non-controlling interests in Group subsidiaries550158

Total

7,7387,179

On 3 June 2016, the Group paid a dividend of $0.06 per share (2015: $0.06 per share) to its shareholders, of which $1.15

million was paid in cash and $6.04 million was settled through new shares issued as part of a dividend reinvestment

plan (2015: $1.85 million paid out in cash and $5.17 million settled through new shares as part of a dividend

reinvestment plan).

Capital commitments

As at 31 December, the Group is committed to the following capital expenditure:

2016

$’000

2015

$’000

Property, plant and equipment5,5438,740

Intangible assets7250

Total

5,5508,990

Operating leases

Operating leases payable

Operating leases held over properties give the Group the right, in most cases, to renew the lease subject to a

redetermination of the lease rental by the lessor. There are no renewal options or options to purchase in respect of

operating plant and equipment.

The following amounts have been committed to by the Group, but are not recognised in the financial statements:

2016

$’000

2015

$’000

Within one year14,76716,027

One to two years12,66213,885

Two to five years24,12623,686

Later than five years31,63229,042

Total

83,18782,640

24. COMMITMENTS

When the Group is the lessee

The Group leases certain property, plant and equipment. Payments made under operating leases (net of any

incentives received from the lessor) are expensed on a straight-line basis over the lease term.

When the Group is the lessor

Rental revenue (net of any incentives given to lessees) is recognised as revenue on a straight-line basis over the

lease term.

Assets leased to third parties under operating leases are included in 'Property, plant and equipment' on the

balance sheet. They are depreciated over their expected useful lives on a basis consistent with similar property,

plant and equipment.

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CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

24. COMMITMENTS (CONTINUED)

Operating leases receivable

The following amounts are minimum committed lease payments receivable from tenants and sub-tenants, but are not

recognised in the financial statements:

2016

$’000

2015

$’000

Within one year1,9401,413

One to two years1,2101,261

Two to five years2,1411,699

Later than five years484771

Total

5,7755,144

Operating leases receivable amounts are generated from the following properties:

2016

$’000

2015

$’000

Commercial land and buildings

Cost or valuation at 31 December13,94312,150

Accumulated depreciation(314)(28)

Carrying amounts

13,62912,122

Depreciation charged during the year277165

All properties, including those leased to third parties, are revalued on a cyclical basis (refer to note 16). This results in

accumulated depreciation up to the date of revaluation being reversed and subsequently the asset is depreciated on the

revalued amount from the date of revaluation.

The properties leased to third parties are still part occupied by the Group. The proportion leased externally has been

estimated based on land area occupied by third party tenants and this estimation method has been applied consistently

across all leased properties.

25. CONTINGENCIES

The Group has the following guarantees

:

2016

$’000

2015

$’000

Bonds and sundry facilities8080

Guarantees of bank facilities for associated companies3,2363,295

Total

3,3163,375

During 2015, the Group received a statement of claim from a grower regarding materials supplied by the Group. The

Group continues to defend this claim.

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T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

26. FINANCIAL RISK MANAGEMENT

The Group is subject to a number of financial risks which arise as a result of its activities, including importing, exporting

and domestic trading. Treasury activities are performed by a central treasury function and the use of derivative

financial instruments is governed by the Group’s policies approved by the Board. The Group does not engage in

speculative transactions.

Market risk


(i) Foreign exchange risk

The Group operates internationally and has exposure to foreign currency risk as a result of transactions denominated

in foreign currencies from normal trading activities. Major trading currencies include the Australian dollar, United States

dollar, Euro, Japanese yen and British pounds.


At year end, the Group had foreign exchange exposures relating to cash, debtors and creditors.


Foreign exchange risk is identified by detailed cash flow forecasting, in conjunction with the allocation of produce to the

various markets.


The Group uses forward foreign exchange contracts and currency options to manage these exposures. As at 31

December 2016, the Group held foreign exchange contracts and currency options with a contract value of $279.2 million

(2015: $176.0 million).


Exchange rate sensitivity

Reasonable fluctuations in foreign exchange rates were determined based on a review of the last two years’ historical

movements. A movement of plus or minus 7% has therefore been applied to the exchange rates to demonstrate the

sensitivity to foreign currency risk of the Group.


The following sensitivity is based on the foreign currency risk exposures in existence at the reporting date. The impact

of a plus or minus 7% foreign exchange movement on all trading currencies against New Zealand dollars, with all other

variables held constant, is illustrated below:

-7%+7%

2016

$’000

2015

$’000

2016

$’000

2015

$’000

Pre-tax (profit) / loss(669)(1,006)6161,107

Equity(9,123)(902)7,683519

(ii) Interest risk

The Group is exposed to interest rate risk as it borrows funds at both fixed and floating interest rates.


Interest rate risk is identified by forecasting cash flow requirements, short-term through to long-term. Short-term

seasonal funding is provided by a syndicate of three banks. These funding arrangements are negotiated at the start of

each season, on behalf of pipfruit growers who bear the interest cost.


The Group has floating rate borrowings used to fund ongoing activities, which are repriced at the option of the borrower

on roll-over dates.


As at 31 December 2016, $149.0 million of interest bearing loans are subject to interest rate repricing in less than six

months (2015: $169.7 million).

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CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

26. FINANCIAL RISK MANAGEMENT (CONTINUED)

Market risk (continued)


(ii) Interest risk (continued)

The table below highlights the weighted average interest rate and the currency profile of interest bearing loans and

borrowings:

20162015

Weighted average

interest rate

Loans and

borrowings

$’000

Weighted average

interest rate

Loans and

borrowings

$’000

Australian dollars8%2810%151

New Zealand dollars3%149,9634%170,864

United States dollars4%76- -

Total

150,067171,015

Interest rate derivatives

The Group’s treasury policy allows up to 100% (2015: 100%) of forecasted core debt to be fixed via interest rate

derivatives to protect the Group from exposure to fluctuations in interest rates. Accordingly, the Group has entered into

interest rate swap contracts under which it is obliged to receive interest at variable rates and to pay interest at fixed

rates.

Swaps currently in place cover approximately 83% (2015: 74%) of the principal outstanding. The fixed interest rates

average 3.8% (2015: 3.8%). The variable rates are set at the BBR 90 day settlement rate, which at balance date was 2.2%

(2015: 2.8%). The contracts require settlement of net interest receivable or payable each 90 days as appropriate, and

are settled on a net basis. As at 31 December 2016 the Group held swaps with a contract value of $130.0 million (2015:

$120.0 million).


Interest rate sensitivity

At year end all loans are at fixed rates for defined periods of up to six months, after which interest rates will be reset.

Additionally, the Group has overnight deposits that are subject to fluctuations of interest rates. If the Group’s year end

loan and deposit balances had remained the same throughout the year and interest rates moved by 1%, then the impact

would be a $1.5 million gain or loss on pre-tax profits (2015: $1.7 million).

A 1% sensitivity has been used as this is what management estimates is a likely interest rate movement for the year.

(iii) Price / commodity risk

The Group does not trade in commodity instruments and therefore is not exposed to commodity price risk.


Credit risk


In the normal course of business, the Group is exposed to counterparty credit risks. The maximum exposure to credit

risk at 31 December 2016 is equal to the carrying value for cash and cash equivalents, trade and other receivables and

derivative financial instruments. Credit risk is managed by restricting the amount of cash and derivative financial

instruments which can be placed with any one institution and these institutions are all New Zealand registered banks

with at least a Standard & Poor’s rating of A.


Due to the nature and dispersion of the Group’s customers and growers, the Group’s concentration of credit risk is not

considered significant.

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T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

26. FINANCIAL RISK MANAGEMENT (CONTINUED)


Liquidity risk


The Group manages liquidity risk by continuously monitoring cash flows and forecasts and matching maturity profiles of

financial assets and liabilities. The Group also maintains adequate headroom on its loan facilities.


Policies are established to ensure all obligations are met within a timely and cost effective manner.


The following table analyses the Group’s financial liabilities into relevant contractual maturity groupings based on the

remaining period at the reporting date to the contractual maturity date. For the purpose of this table, it is assumed that

year end interest rates applicable to the term loan will apply through to expiry of the term loan facility, even though the

Group has the option to repay the loan prior to its expiry date.


The amounts disclosed below are contractual undiscounted cash flows at reporting date:

Carrying

amount

$’000

Less than

six months

$’000

Between six

months and

one year

$’000

Between

one and

two years

$’000

Between

two and five

years

$’000

Over five

years

$’000

Total

$’000

Financial liabilities

2016

Borrowings149,1507,3902,3904,780144,163 - 158,723

Trade and other payables (excluding employee

entitlements and taxes)

93,83289,981 - 3,385645 - 94,011

Derivative financial instruments - cash flow

hedges:

6,356

Inflows(24,551)(73,681)(66,538)(7,640)(12,365)(184,775)

Outflows25,84575,86969,29510,35712,639194,005

Derivative financial instruments - fair value

through profit or loss:

51

Inflows(1,709) - - - - (1,709)

Outflows1,762 - - - - 1,762

Finance lease liabilities917191190381200 - 962

Financial guarantees3,3163,316 - - - - 3,316

Total

253,622102,2254,76811,303147,725274266,295

2015

Borrowings169,7339,6183,112163,519150 - 176,399

Trade and other payables (excluding employee

entitlements and taxes)

99,88694,764 - 5,637 - - 100,401

Derivative financial instruments - cash flow

hedges:

7,144

Inflows(15,609)(25,827)(13,781)(9,239)(1,317)(65,773)

Outflows16,87527,90815,53111,3151,69673,325

Derivative financial instruments - fair value

through profit or loss:

57

Inflows(1,418) - - - - (1,418)

Outflows1,475 - - - - 1,475

Finance lease liabilities1,282326250322439 - 1,337

Financial guarantees3,3753,375 - - - - 3,375

Total

281,477109,4065,443171,2282,665379289,121

For cash flow hedges, the impact on the profit and loss is expected to occur at the same time as the cash flows occur.

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CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

Financial covenantRequirement imposed

Contingent liabilities

Contingent liabilities of the Group shall not at any time exceed 5% of total tangible assets of the

Group.

Debt to debt and equity

The debt to debt and equity percentage shall not exceed the specified percentage as at the end of

each month. This percentage ranges from 45% to 55%.

Tangible net worthThe tangible net worth of the Group shall not be less than $250 million.

Seasonal facility stock and debtors

Seasonal facility stock and debtors of the Group shall at all times be equal to or exceed the specified

percentage as at the end of each month. This percentage ranges from 1.1:1 to 1.25:1.

Total net worthThe total net worth of the Ultimate Parent shall not at any time be less than EUR 750 million.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

26. FINANCIAL RISK MANAGEMENT (CONTINUED)

Capital risk management

The main objective of capital risk management is to ensure the Group operates as a going concern, meeting debts as they

fall due, maintaining the best possible capital structure and reducing the cost of capital. Group capital consists of share

capital, other reserves and retained earnings. To maintain or alter the capital structure the Group has the ability to review

the size of dividends paid to shareholders, return capital or issue new shares, reduce or increase debt, or sell assets.

There are a number of externally imposed bank financial covenants required as part of seasonal and term debt facilities.

These covenants are calculated monthly and reported to the banks on a monthly and quarterly basis.

The key covenants are as follows:

In addition, the Group also makes the following undertakings:

• At all times, the tangible assets of the Group entities that form part of the guaranteeing group shall not be less than

90% of the total tangible assets of the whole Group.

• At all times, the total earnings before interest and tax (EBIT as defined within the banking agreement) of the Group

entities that form part of the guaranteeing group shall not be less than 80% of the total EBIT of the Group.

Seasonality

Due to the seasonal nature of the business the risk profile at year end is not representative of all risks faced during the

year. Seasonality causes large fluctuations in the size of borrowings and debtors.

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T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

26. FINANCIAL RISK MANAGEMENT (CONTINUED)

Financial instruments by category

The classification of the Group's financial assets and liabilities depends on the purpose for which the assets

were acquired or liabilities were incurred. Management determines the classification of its financial assets and

liabilities at initial recognition and re-evaluates this designation at every reporting date.

Financial assets classed as loans and receivables and financial liabilities classed as measured at amortised cost

are carried at amortised cost less any impairment. Loans and receivables includes cash and cash equivalents

which comprises cash balances and call deposits . Bank overdrafts that are repayable on demand and form an

integral part of the Group’s cash management are included in current liabilities in the balance sheet and as a

financial liability measured at amortised cost, unless there is a right of offset, and included as a component of

cash and cash equivalents in the statement of cash flows.

Financial assets and liabilities carried at fair value through profit or loss are initially recognised at fair value.

Realised and unrealised gains arising from changes in fair value are included in the income statement.

Financial assets and financial liabilities classed as derivatives for hedging are recognised at fair value. The Group

recognises the effective portion of changes in the fair value of derivative financial instruments that qualify as

cash flow hedges in other comprehensive income. Gains or losses relating to the ineffective portion of a cash

flow hedge are recognised in the income statement. Amounts taken to equity are transferred to the income

statement when the hedged transaction affects the income statement.

Available-for-sale financial assets are carried at fair value. Unrealised gains and losses arising from changes in

fair value are recognised in other comprehensive income, except for foreign exchange movements in monetary

assets which are recognised in the income statement. When available-for-sale financial assets are sold, the

accumulated fair value adjustments are included in the income statement as gains or losses.

Financial assets

Loans and

receivables

$’000

Fair value

through

profit or

loss

$’000

Derivatives

for hedging

$’000

Available-

for-sale

$’000

Total

$’000

2016

Cash and cash equivalents17,064 - - - 17,064

Trade and other receivables (excluding prepayments and taxes)102,482 - - - 102,482

Available-for-sale financial assets - - - 928928

Derivative financial instruments - 299,478 - 9,507

119,546299,478928129,981

2015

Cash and cash equivalents13,654 - - - 13,654

Trade and other receivables (excluding prepayments and taxes)108,623 - - - 108,623

Available-for-sale financial assets - - - 530530

Derivative financial instruments - - 5,810 - 5,810

122,277 - 5,810530128,617

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CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

26. FINANCIAL RISK MANAGEMENT (CONTINUED)

Financial instruments by category (continued)

Financial liabilities

Measured

at

amortised

cost

$’000

Fair value

through

profit or

loss

$’000

Derivatives

for hedging

$’000

Total

$’000

2016

Borrowings149,150 - - 149,150

Trade and other payables (excluding employee entitlements and taxes)93,832 - - 93,832

Finance lease liabilities917 - - 917

Derivative financial instruments - 516,3566,407

243,899516,356250,306

2015

Borrowings169,733 - - 169,733

Trade and other payables (excluding employee entitlements and taxes)99,886 - - 99,886

Finance lease liabilities1,282 - - 1,282

Derivative financial instruments - 577,1447,201

270,901577,144278,102

Techniques applied by the Group which use methods and assumptions to estimate the fair value of financial

assets and liabilities are considered to be level 2 in the fair value hierarchy. Inputs other than quoted prices

included within level 1 of the fair value hierarchy are observable for the asset or liability, either directly

(that is, as prices) or indirectly (that is, derived from prices). There have been no transfers between levels

during the year.

Fair value measurement

For both 2015 and 2016 financial years, the estimated fair values of all the Group’s other financial assets and liabilities

approximate their carrying values.

27. EARNINGS PER SHARE

The earnings used to calculate basic and diluted earnings per share is net profit after tax attributable to equity holders of

the Parent of $30.5 million (2015: $18.1 million).

The weighted average number of shares used to calculate basic and diluted earnings per share is 121,390,355 shares

(2015: 117,240,092 shares).

The basic and diluted earnings per share is 25.1 cents (2015: 15.4 cents).

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T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

28. RELATED PARTY TRANSACTIONS

Transactions with joint ventures and associates

The Group has related party transactions with its joint ventures and associates. The details of the transactions are

contained in notes 18 and 19 respectively.

Transactions with the Ultimate Parent

The Group has related party transactions with the Ultimate Parent as follows:

2016

$’000

2015

$’000

Sale of produce by the Group - 30

Provision of services by the Group181 -

Receivable by the Group as at 31 December181 -

Transactions with the Ultimate Parent's subsidiaries and associates

The Group has related party transactions with R.I. Solution GmbH, a wholly-owned subsidiary of the Ultimate Parent,

and the transactions with this subsidiary are detailed as follows:

2016

$’000

2015

$’000

Provision of services to the Group(1,047)(487)

Payable by the Group as at 31 December(38) -

The Group also has related party transactions with Obst vom Bodensee Vertriebsgesellschaft m.b.H., an associate of the

Ultimate Parent, and the transactions with this associate are detailed as follows:

2016

$’000

2015

$’000

Sale of produce by the Group3,6215,142

Provision of services to the Group(1,698)(1,399)

Receivable by the Group as at 31 December - 141

Deferred payments to related parties

As part of the agreement to purchase the remaining shares in Delica Limited, the Group has a $2.1 million payable to the

former directors and management of Delica Limited in the form of deferred consideration (2015: $3.9 million).

As part of the agreement to purchase the remaining shares in Delica North America, Inc., the Group has a $2.4 million

payable to the former directors and management of Delica North America, Inc. in the form of deferred consideration.

Refer to note 15 for further information.

Total deferred payments due within 12 months is $3.4 million (2015: $1.9 million) and greater than 12 months is $1.0

million (2015: $2.0 million).

Key management personnel compensation

2016

$’000

2015

$’000

Short-term employee benefits3,4763,501

Long-term employee benefits138392

Termination benefits - 220

Directors’ remuneration480498

Total

4,0944,611

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CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

29. INVESTMENTS IN SUBSIDIARIES

Significant subsidiaries of the Group are listed below:

Name of entityPrincipal activity

Place of business /

country of incorporation

2016

%

2015

%

Apollo Apples (2014) LimitedHorticulture operationsNew Zealand100100

Berryfruit New Zealand LimitedHorticulture operationsNew Zealand100100

Delica LimitedFruit exportNew Zealand100100

Delica Australia Pty LimitedFruit exportAustralia100100

Delica Domestic Pty Limited

Fruit and produce wholesale

distributor

Australia8080

Delica North America, Inc.

(5)

Fruit exportUnited States of America10075

Delica (Shanghai) Fruit Trading Company LimitedIn-market services and fruit importChina100100

ENZA Fresh, Inc.Pipfruit promotionUnited States of America100100

ENZA Investments USA, Inc.Investment companyUnited States of America100100

ENZAFOODS New Zealand Limited

Manufacture of processed fruit and

vegetable products

New Zealand100100

ENZAFRUIT New Zealand (CONTINENT)Pipfruit marketingBelgium100100

ENZAFRUIT New Zealand (U.K.) LimitedInvestment companyUnited Kingdom100100

ENZAFRUIT New Zealand International LimitedHorticulture operationsNew Zealand100100

ENZAFRUIT Peru S.A.CHorticulture operationsPeru100100

ENZAFRUIT Products Inc.

Fruit variety development and

propagation

United States of America100100

Fresh Food Exports 2011 Limited

(2)

Fresh produce exportNew Zealand - 100

Fruit Distributors LimitedInvestment companyNew Zealand100100

Fruitmark NZ LimitedProcessed foods brokingNew Zealand100100

Fruitmark Pty LimitedProcessed foods brokingAustralia100100

Fruitmark USA Inc.Processed foods brokingUnited States of America100100

Great Lake Tomatoes LimitedHorticulture operationsNew Zealand100100

Rembrandt van Rijen Limited

(3)

Horticulture operationsNew Zealand - 100

Rianto Limited

(3)

Property holdingsNew Zealand - 100

Safer Food Technologies LimitedInvestment companyNew Zealand100100

Status Produce LimitedHorticulture operationsNew Zealand100100

Status Produce Favona Road LimitedLeased property holdingNew Zealand100100

T&G Fruitmark HK Limited

(6)

Processed foods brokingHong Kong100100

T&G Japan Limited

(4)

Market servicesJapan100 -

T&G South East Asia Limited

(1)

Fruit import and market servicesThailand100 -

T&G Vizzarri Farms Pty Limited

Fruit and produce wholesale

distributor

Australia5050

Taipa Water Supply LimitedWater supplyNew Zealand6565

Turners & Growers (Fiji) LimitedFresh produce exportFiji7070

Turners & Growers Fresh LimitedFresh produce wholesale distributorNew Zealand100100

Turners and Growers Horticulture LimitedHorticulture operationsNew Zealand100100

Turners & Growers New Zealand LimitedShared services companyNew Zealand100100

The balance date of all subsidiaries is 31 December.

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T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

29. INVESTMENTS IN SUBSIDIARIES (CONTINUED)

(1)

On 31 March 2016, T&G South East Asia was incorporated. The entity is located in Bangkok, Thailand.

(2)

On 29 April 2016, Fresh Food Exports 2011 Limited was amalgamated into Delica Limited.

(3)

On 2 May 2016, Rembrandt van Rijen Limited and Rianto Limited were amalgamated into Status Produce Limited.

(4)

On 12 August 2016, T&G Japan Limited was incorporated. The entity is located in Tokyo, Japan.

(5)

On 14 October 2016, the Group acquired the remaining 25% of the issued shares from non-controlling interests of

Delica North America Inc. Refer to note 15 for further information.

(6)

On 23 December 2016, ENZAFRUIT (Hong Kong) Limited was renamed to T&G Fruitmark HK Limited.

30. EVENTS OCCURING AFTER THE BALANCE DATE

Consolidation of Worldwide Fruit Limited

At 31 December 2016, Worldwide Fruit Limited (Worldwide Fruit) was accounted for as a joint venture by the Group.

On 2 January 2017, the shareholders' agreement of Worldwide Fruit was renegotiated. Upon renegotiation, ENZAFRUIT

New Zealand (U.K.) Limited (ENZAFRUIT U.K.), a wholly-owned subsidiary of the Group, remained a 50% shareholder of

Worldwide Fruit with the remaining 50% owned by Fruition PO Limited.

Due to the terms of the renegotiated shareholders' agreement, the Group considers Worldwide Fruit to be a subsidiary of

ENZAFRUIT U.K. from 2 January 2017. The shareholders' agreement specifies that ENZAFRUIT U.K. has the right to approve

Worldwide Fruit's annual business plan and annual budget, the right to approve the appointment of the Chief Executive

Officer, and the right to appoint three out of six directors.

This satisfies the criteria set out in NZ IFRS 10 Consolidated Financial Statements around achieving control over an entity.

Consequently, from 2 January 2017 Worldwide Fruit will be accounted for as a subsidiary.

The carrying value of the Group's equity interest in Worldwide Fruit immediately prior to the acquisition was $4.9 million.

In the management accounts of Worldwide Fruit at 31 December 2016, the entity held assets of $40.8 million and

liabilities of $31.0 million. The Group has not yet performed a fair valuation assessment of Worldwide Fruit's net assets.

If the acquisition had occurred on 1 January 2016, the acquired business would have contributed an additional $246.7

million to revenue and $2.0 million to profits attributable to non-controlling interests for the year ended 31 December

2016.

Final dividend announced

On 28 February 2017, the Board resolved to pay a final dividend to the shareholders of $0.06 per share.

There are no other events post balance date that would cause a material misstatement to the financial information

presented in this report.

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CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

FIVE YEAR FINANCIAL REVIEW

2016

$’000

2015

$’000

2014

$’000

2013

$’000

2012

$’000

Revenue

Continuing activities871,771812,764727,022732,221669,137

Profit

Pre-tax profit / (loss) 42,09524,66916,84023,420(18,054)

Net profit / (loss) after tax32,43619,45010,61417,238(13,278)

Funds employed

Paid up capital176,357170,317165,147165,147165,147

Retained earnings and reserves 168,082147,933110,058102,324107,951

Non-controlling interests2,3832,6961,7611,2006,432

Non-current liabilities 194,853214,855167,95199,00598,945

Current liabilities108,911118,167106,53192,14080,220

650,586653,968551,448459,816458,695

Assets

Property, plant and equipment393,974401,395338,299250,773253,816

Other non-current assets 60,00857,42634,93752,21948,464

Current assets196,604195,147178,212156,824156,415

650,586653,968551,448459,816458,695

2016

$’000

2015

$’000

2014

$’000

2013

$’000

2012

$’000

Statistics

Number of ordinary shares on issue122,543,204119,803,316117,010,550117,010,550117,010,550

Earnings per share - cents25.115.48.413.8(13.1)

Net tangible assets per security$2.62$2.47$2.27$2.19$2.28

Percentage of equity holders funds to total assets 53%49%50%58%61%

Ratio of current assets to current liabilities1.811.651.671.701.95

Ratio of debt to equity

(1)

0.881.040.990.710.64

Dividends

Cents per share on paid up capital 665 - -

Total dividend paid$7,188,199$7,020,633$5,850,528 - -

(1)

Debt includes trade payables.

DIRECTORY
DIRECTORS

Prof. K.J. Lutz, Chairman and Non-independent Director

Sir John Anderson KBE, Deputy Chairman and

Independent Director

C.U.G. Bell, Non-independent Director

C.A. Campbell, Independent Director

R.J. Campbell, Independent Director

A. Helber, Non-independent Director

J.S. Wilson, Independent Director

REGISTERED OFFICE

1 Clemow Drive

Mt Wellington

Auckland 1060

REGISTERED OFFICE CONTACT DETAILS

PO Box 290

Shortland Street

Auckland 1140

Telephone: (09) 573 8700

Website: www.tandg.global

Email: info@tandg.global

AUDITORS

Deloitte

PRINCIPAL BANKERS

Bank of New ZealandHSBC

RabobankWestpac New Zealand

PRINCIPAL SOLICITORS

Russell McVeagh

SHARE REGISTRY

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road

Takapuna

Auckland 0622

SHARE REGISTRY CONTACT DETAILS

Private Bag 92119

Victoria Street West

Auckland 1142

Investor enquiries: (09) 488 8700

Website: www.computershare.co.nz

Email: enquiry@computershare.co.nz

108

I

T&G Global Limited and subsidiary companies

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.