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Annual Shareholder Meeting Commentary and Presentation

AGM30 October 2017PGWIndustrials

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PGG WRIGHTSON LIMITED

ANNUAL SHAREHOLDERS MEETING

Riccarton Park, Christchurch

10.30am, Tuesday 31 October 2017


Welcome – Mark Dewdney

Slide 2 – AGENDA

Slide 3 – DIRECTORS INTRODUCTION

Slide 4 – ON STAGE TODAY

Slide 5 – ALSO IN ATTENDANCE TODAY

Slide 6 – OPENING FORMALITIES

Notice of Meeting

Minutes

Proxies

Annual Report

Slide 7 – Operating EBITDA Reconciliation

Please note that we will refer to both GAAP and non-GAAP performance measures. We

use Operating EBITDA as a key measure of performance and I encourage you to refer

to our full accounts for details of how this relates to GAAP measures.

Slide 8 – Business of the Meeting

We will move to the general business of the meeting. We will begin by hearing from our

Chairman, Alan Lai. Alan will then pass the floor back to me and I will:

• Give an overview of the financial year for PGG Wrightson;

• Cover the financial and operational highlights for individual businesses within the

Group;

• Provide an update on our strategy for the business; and

• Summarise how our businesses are tracking in the current financial year and

provide some guidance about our forecast expectations for the current full year to

30 June 2018.

• Finally, Trevor Burt will provide an update on the appointment of our new CEO Ian

Glasson as announced last week and who commences the role tomorrow.




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An opportunity for questions and discussion will follow before we move to the formal

business of resolutions that will be put to the meeting.

ALAN LAI - CHAIRMAN

Slide 9, 10 and 11 – CHAIRMAN’S ADDRESS: Company delivered a strong result

It is my pleasure to address you today and acknowledge the strong result and the

progress that has been made on delivering our strategy.

Much credit is due to the staff that have worked alongside our customers throughout the

year.

Despite tougher trading conditions, the Company delivered a strong result with Operating

EBITDA of $64.5 million and net profit after tax of $46.3 million.

Earnings per share increased to 6.1 cents per share.

The Board and I are pleased with the operational performance of the company which has

led to a good financial result given market conditions.

Our guidance at the start of FY2017 was that the year would be more challenging than

FY2016 as we expected lower commodity prices to lead to reduced farmer spending.

What we could not foresee were the very wet conditions in New Zealand over the final

quarter of the financial year. Together, these factors brought our full year results towards

the mid-point of our guidance range. In the circumstances, this is a very positive result

which the business can be proud of and further demonstrates the strength and stability

of PGW.

Our balance sheet remains strong and the investments we have made over the year will

prove crucial as the Company continues to deliver its strategy. This, combined with

expectations of the continuing recovery in agricultural markets and commodity pricing

should provide a platform for further growth of PGG Wrightson’s business in the future.

The solid financial and operating performance and balance sheet strength gave the Board

the confidence to pay a final dividend of 2 cents per share. This brought the total fully-

imputed dividends paid for the year to 3.75 cents per share. The Board noted that the

current dividend continues the consistent and steady dividend stream of recent years.

The Board and I continue to see opportunities for improvements and growth across the

Group. The management team has been given a challenge to grow the business and




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they are responding to that challenge. PGW is continuing to see the benefit of having a

highly engaged team in the strong results that the Company is producing.

Finally, on behalf of the Board I would acknowledge the effort and commitment of our

staff in delivering this strong result.

Before I hand you back to Chief Executive Mark Dewdney I would like to acknowledge

that this is Mark’s last Annual Shareholders Meeting as he leaves the Company today.

Mark joined PGW in June 2013 with a mandate to build staff engagement and capability,

improve operational performance and profitability and target growth in key areas of the

business. Mark has done an excellent job in implementing that strategy.

The business has performed well during Mark’s time with PGW and through his tenure

as Chief Executive Mark has been instrumental in stabilising PGW, closing out a number

of legacy issues and overseeing a period of growth that improved profitability and

invested in building platforms for future growth. Most importantly, he has provided

strategic direction and overseen the strengthening of PGW’s organisational culture.

Under his leadership, PGW’s culture has strengthened and the “One-PGW” operating

philosophy has been embraced by the business.

On behalf on the Board I would like to thank Mark for his outstanding leadership and the

significant contribution he has made to the Company.

I now hand you back to our Chief Executive, Mark Dewdney.

MARK DEWDNEY – CHIEF EXECUTIVE

Slide 12 and 13 – THE CEO’S ADDRESS: The year in review

Achieving a Group Operating EBITDA of $64.5 million was a pleasing result given it was

accomplished in the face of a tough market and challenging weather conditions. Net

profit after tax was $46.3 million, approximately $2.5 million higher than the previous

corresponding period. This brings our earnings per share up to 6.1 cents.

We consider this to be a strong result for PGW. If I can take you back to this time last

year I had just announced a record result but I cautioned of tougher market conditions

ahead. Whole Milk Powder was still very low, having just traded at USD2,265 per tonne.

With the forecast milk pay-out at $4.25/kgMS at the time, many dairy farmers were

preparing for their third successive season of below breakeven returns. The green shoots

of a recovery in New Zealand dairy were starting to emerge, however we warned that we




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were not likely to see an increase in spending from this sector during the 2017 financial

year. Confidence was high in beef and in horticulture, but the wool market had already

begun to fall. Grain prices were low and areas planted were forecast to shrink. These

factors led to a cautious approach to spending from our farming clients.

As our financial year unfolded commodity prices strengthened, feed conditions were

generally good and confidence started to lift (with wool being the exception), however this

did not translate to higher spending from our customers. As is typically the way, farmers

do not generally increase their budgets during the seasonal cycle and so the cautious

spending continued.

We are an agricultural and horticultural business that is always exposed to the impacts

of climatic conditions on the sector and this year was no exception. Prior to autumn 2017

we were tracking ahead of our forecasts and defying the effects of general market

conditions. Severe weather events, including two sub-tropical cyclones, in April 2017

across New Zealand negatively influenced our final quarter earnings.

I believe that if you look at our track record over the past four to five years you will agree

that we now manage the inherent sector volatility very well.

Our business has achieved this strong result because of our highly engaged team – so I

would like to join with our Chairman in acknowledging the commitment and contribution

of all of our staff in achieving this good result.

We are also showing the continued benefit of having a diverse business. When one

business is facing difficult market conditions, another is performing well. Livestock in

particular has had an impressive result, Retail performed extremely well and our South

American Seed and Grain business bounced back with a lift on the previous year’s result.

On the other side of the ledger, the performance of our Wool business was impacted by

the massive falls in the international crossbred wool price. Water also had a challenging

year as a result of subdued diary prices.

Slide 14 to 15 – SNAPSHOT

I’d also like to spend a few minutes talking about some of the many operational highlights

we achieved over the year:

• South America Seed and Grain bounced back from the effects of severe flooding

in April 2016 to deliver an increase on last year’s Operating EBITDA.

• PGW’s Operating Revenue for the financial year was NZ$1.133 billion.




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• Our Go-Beef and Go-Lamb products continue to grow strongly. During the year

187,964 lambs and 33,983 cattle entered the scheme.

• In January 2017 the Real Estate team sold a kiwifruit property in the Bay of Plenty

for $40 million.

• Since 2015 we have realised $43 million in cash from our property divestment

programme (against a net book value of $29 million for those assets).

• Our Retail business extended its market share gains, and made profitability gains.

• Livestock delivered a record Operating EBITDA on the back of strong international

demand for New Zealand beef and lamb.

These achievements are just some of the reasons why we believe PGW continues to

improve as a business.

We’ve put a lot of effort into the culture of the organisation; our staff engagement

performance index continues to be high. Our store refurbishment programme and

frontline training programmes have also helped contribute to market share gains. Our

investment in research and development continues to improve the performance of our

product range and intellectual property, generating productivity gains for our customers.

It is great to be able to stand before you today to say that this hard work is continuing to

translate into positive financial returns for our Shareholders.

Slide 16 to 17 – GROUP FINANCIAL RESULTS

As I mentioned earlier, perhaps the most pleasing aspect of the 2017 financial result is

that we achieved these gains in trading conditions that were tougher than the previous

year. The parts of our business most exposed to dairy and difficult weather conditions

had the most challenges.

These are the macro factors to keep in mind as we now look at each group. We will now

turn our focus to our three strategic operating groups.

Just a reminder that Rural Services is now split into two segments; Agency Group and

the Retail and Water group. The third group remains Seed and Grain.







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Slide 18 – AGENCY

The Agency Group comprises the Livestock, Wool, Real Estate and Insurance

businesses. Overall, Agency’s Operating EBITDA decreased marginally (1%) with

revenues 14% down on the previous year.

The Livestock business, which is the largest unit within Agency, delivered an impressive

result with a record Operating EBITDA as sustained international demand for protein and

lower stock numbers have combined to push up livestock prices.

Good levels of feed across New Zealand contributed further to the tight supply conditions

in sheep and beef markets. Also, the recovery in the dairy sector led to a better dairy

herd sales season than the previous year. We’ve also enjoyed impressive growth in our

Go range of livestock products and this has contributed to the earnings growth, but more

on this later.

In contrast, the performance of our Wool business was impacted by the collapse of the

global crossbred wool price which resulted in a New Zealand grower stockpile with much

lower volumes of crossbred wool being sold. Our Wool export business increased its

profitability, but it was not enough to offset the reduction in our wool procurement and

logistics business. We are just now starting to see the first signs of a recovery in

international wool demand, which is encouraging.

Our Real Estate business delivered a good result, very similar to the previous year. We

saw growth in the rural property sales, which was aided by good sales in the lifestyle,

residential and horticultural markets.

Our Insurance business performed well and broadly in line with the previous

corresponding period.

Just before I move onto the Retail and Water group I would like to acknowledge the

contribution of our General Manager Wool, Cedric Bayly, who recently announced his

retirement and will finish up with PGG Wrightson today. Cedric has played a key role in

the re-establishment of the PGW Wool business following his appointment in August

2011 and on behalf of the company and Board I would like to acknowledge his

contribution and wish him well for his retirement.

An internal appointment has been made to this position with Grant Edwards taking on the

role of GM Wool. Grant has held a number of senior positions in his time with PGW with

the most recent being as GM Insurance and Financial Services and GM Regions before




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that. Grant was also formerly Wool Manager for Pyne Gould Guinness prior to the PGW

merger and has good knowledge of the wool business and the industry seeing him well

placed to take on the role.

Slide 19 – RETAIL AND WATER

The Retail and Water group includes; Rural Supplies, Fruitfed, Agritrade and Water.

This group’s Operating EBITDA decreased 9% with revenues 2% higher than the

previous corresponding period.

Retail performed extremely well. With spring being the key trading period for our Rural

Supplies business, they were less affected by the autumn rains across New Zealand. All

three Retail business areas (Rural Supplies, Fruitfed Supplies and Agritrade) contributed

to the excellent result, and it is particularly pleasing to see Retail continue to extend its

market share and profitability gains in a highly-competitive market. In particular, our

horticulture business continues to go from strength to strength.

However, for the Retail and Water group this solid performance by the Retail business

was offset by reduced revenues and earnings for the construction part of the Water

business. This was due to a continued reduction in demand for irrigation projects. During

the year we restructured our Water business and we expect that these internal changes,

and a lift in confidence in the dairy sector, will translate into an improvement in Water’s

performance in the coming year.

This Retail business continues to focus on the future with investment in store upgrades,

an ongoing programme to update technology support for staff, investment in digital

channels to market, and working with a range of Maori landowner groups to establish

PGW as their preferred partner.

Turning now to the Seed and Grain Group.

Slide 20 – SEED AND GRAIN

Seed and Grain’s Operating EBITDA reduced by 12% with revenues 7% lower than the

previous year.

Weather is always a key factor in the performance of the Seed and Grain business and

FY2017 was no exception. Our New Zealand Seed and Grain business was affected by

the severe weather conditions during April 2017. For our Seed business, autumn

demand for our seed products has been less than expected as many farmers were simply




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unable to complete their re-grassing and autumn pasture renewal plans. For Grain, much

lower harvest yields have reduced earnings from our processing and drying facilities.

South America bounced back with a lift on the previous year’s Operating EBITDA. This

result is particularly satisfying as it was achieved despite low commodity prices and

difficult financial circumstances for many of our South American customers following an

extremely tough year in FY2016.

In Australia, a mild summer in the key dairy regions of Victoria and low confidence in

dairy prices saw reduced demand for pasture seed.

Slide 21 – Our people

Acknowledging the PGW team

I want to take a few minutes to acknowledge the hard- working PGW team of 2,451

individuals.

Throughout the past year I have observed our people working alongside their customers,

as I have spent time at our businesses in New Zealand, Australia and South America. I

see them, and those teams that support them, helping our customers improve the

productivity of their farming and horticultural operations through their technical expertise

and industry experience. This is especially satisfying as it has been our strategic focus

for a number of years and is something we strive for across the business.

Health, safety and wellbeing

I now turn to a key priority at PGW, which is the health, safety and wellbeing of our people

and those we interact with as a part of our business.

Although we have observed a reduction in the number of lost time injuries sustained,

there remains plenty of scope for improvement. We are committed to improving our

safety performance which will come from developing a learning culture, one that better

understands the risks in its operations and works tirelessly to prevent harm.

To assist us in achieving this goal, a Group Health, Safety and Capability Manager was

appointed in February 2017. As part of this role’s responsibility a revised Health, Safety

and Wellbeing Strategy was prepared, and is in the process of being delivered across the

Group. In addition, as part of this revised Strategy, the business has already commenced

the implementation of a safety leadership and engagement programme to assist in

strengthening our health and safety culture.




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Slide 22 – Update on our Group Strategy

That concludes our wrap up of the 2017 year.

The current PGW Group strategy was launched to the business in 2014 and we

undertook a comprehensive review in 2016. The strategy is structured around three core

themes; Improve, Grow and Game-changers. The strategy and the themes have been

embraced across the business by our people at both the business and Group level.

A number of projects are at various stages of implementation or assessment. Progress

on some of the key projects for 2017 include:

Slide 23 – Improve

Three of the key projects which have been undertaken under the improve theme are:

1. Organisation restructure

The Company undertook a restructure of the business in late 2016. As part of that Group-

wide restructure, the Water team joined our Retail team to form the Retail and Water

group. The focus since then has been on bedding in the new structure to unlock the

synergies that will come from a more coordinated sales and logistics approach.

2. Property divestment programme/Capital reallocation

Our property divestment programme began in 2015 and is largely complete. By realising

non-strategic assets and redeploying this capital back into the growth parts of our

business we have created a platform for earnings growth over the medium to long term

that will provide greater benefit to the Company.

3. ‘One-PGW’

‘One-PGW’ is a key tenet of the Improve theme. This approach or philosophy aims to

put the customer at the centre of everything we do as an organisation. It asks our people

to work together within and across the organisational structure to deliver the best

experience for our customers. Throughout the year the business has continued to

demonstrate this approach through a continued focus on better interaction and

coordination between business units to meet and exceed customer expectations.






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Slide 24 – Grow

Digital focus

Over the year our appetite and sense of urgency as a Company to make increased

progress in the adoption of digital technology initiatives has become clearer. An example

of this is the Retail and Water group’s Retail Business System Transformation Project

(Project RoBuST).

With Project RoBuST, our aim is to develop an integrated omni-channel presence that

delivers a superior and uniform customer experience across all devices, channels and

touchpoints. Currently our digital presence, across an ever-growing list of devices, is

limited and must be expanded to meet the needs of our connected customers. Whether

it is from a desktop, a mobile or a tablet, there is now a customer expectation that access

to information, products and services should be online and available any time. The first

step in this process is the replacement of our current point of sale and inventory

management system, which will underpin future development. This project is currently in

the design phase with implementation scheduled during the course of 2018. This project

is the first step in a programme of works that will enable the business to implement a

range of online trading and related initiatives.

Slide 25 – Game-changers

The pace of change within agribusiness continues to accelerate as it has done in many

other industries. New and emerging technologies are enabling new business models to

disrupt traditional ways of doing business within agriculture. At PGW we are committed

to embracing the opportunities this change brings in order to stay at the forefront of the

agriculture sector.

I’d like to talk about two initiatives that demonstrate some of the steps that PGW is making

in this space.

1. Go products

We launched our Go range of livestock products in November 2015. The Go products

are a supply chain product for beef cattle and lambs owned by PGW. The Go range of

products have proven popular with farmers and have grown from a zero base in

November 2015 to an asset balance of $32 million as at 30 June 2017. The Go product

is an offering that PGW has developed to answer a need for its livestock customers. It is




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unique to PGW and is an example of the kind of initiatives that the business is seeking to

develop and implement to provide solutions to our customers.

Similarly, PGW is also developing an online livestock trading platform that we are aiming

to launch in 2018 which we expect will have features that will be unique to our market

and will provide livestock farmers with increased flexibility and convenience not currently

available in New Zealand. Watch this space!

2. Agri Optics

In October 2016, a small but yet strategic acquisition was made by PGG Wrightson Seeds

Limited when we purchased a 51% share in Agri Optics New Zealand Limited.

This acquisition enhances PGW’s presence in the precision agriculture space, and further

demonstrates PGW’s intent to continue to bring to market products, tools and services

that increase on-farm productivity and sustainability. This investment will deepen the

knowledge and experience within our business in respect of the new technologies that

are developing and being implemented in the agri-sector. Accordingly this investment

has good strategic fit with PGW’s desire to continue to evolve and develop our technical

offering and expertise.

I want to update you on a recent change to this partnership. Earlier this month we

announced that we, along with the Mackenzie family, welcomed a third partner to Agri

Optics New Zealand Ltd - CB Norwood Distributors Limited. Each partner will take a 33.3

percent shareholder. We believe that the collective knowledge of the three partners will

help us put together a service offering that is seamless for New Zealand farmers.

Slide 26 – First quarter FY2018 / Outlook for full year 2018

Our 2018 financial year has begun with confidence high among dairy, beef and

horticultural clients due to good commodity prices. As we speak, Fonterra’s forecast

payout stands at a very healthy $6.75 per kgMS, and gold kiwifruit orchards continue to

sell for over $1 million per canopy hectare. However, price is only half the story. Recent

estimates from Beef + Lamb warn of a significant contradiction in forecast production

throughout New Zealand.

For example, Beef + Lamb estimate the total number of lambs tailed in the spring of 2017

at 23.0 million head, down 1.3 per cent or 0.3 million head on the previous spring,

reflecting fewer breeding ewes. This drop is in contrast to previous indications that the




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lamb crop might be up around 1.1%. In addition, beef production is expected to be static

year-on-year.

For dairy, early season milk production has been hampered by weather conditions being

generally too wet over recent months. August NZ milk production was down 1.5% on last

year (which itself was down 3.0% on the year before that). Milk production is ramping up

for spring, but BNZ, for example, suspect it will not be quite as strong as it usually is given

recent weather conditions. This is tempering BNZ’s forecast for the season as a whole.

They still expect milk production this season to be higher than last season but not quite

as much as they had previously thought. Maybe up in a 1% to 2% range rather than a

+3% to +4% range.

Generally wet conditions through winter and early spring is delaying our key spring sales

season. While the delay is not yet significant enough to lead to lost sales, nevertheless

the risk of a poorer spring for PGW is somewhat more heightened that a few months ago.

Currently we are around $2 million behind the same time last year but we are confident

of making up this ground as the spring season accelerates.

In South America we have seen a positive recovery this year, but the long-term effects of

the April 2016 flooding on farmer confidence, and their demand for inputs, is likely to

remain a constraint in the near term. In Australia, confidence among our dairy clients is

low as the uncertainty regarding prominent processor, Murray Gouldburn, continues.

It is against this backdrop of higher prices, lower production and delayed start to spring

that we have forecast our 2018 earnings.

We expect that 2018 earnings at the Operating EBITDA level will be at a similar level to

2017 earnings.

At the Net profit after tax level we are expecting more normalised earnings. You’ll recall

that our 2017 financial year benefited from a number of gains on sale of property. As this

programme is now largely complete we will not get a boost from this line in 2018. We are

expecting Net profit after tax to be approximately 30% lower than 2017.

So that’s the outlook for now. It is important to note that it is early in the year to be

forecasting with the vast majority of the year’s trading still ahead of us. It is also important

to note that our optimism for the future is not diminished – we expect to return to growing

our earnings in 2019.

As always, we will keep the market informed as the season develops.




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As our Chairman, Alan Lai mentioned earlier, this is my last Shareholders meeting as

Chief Executive of PGW. I want to say what a real privilege it has been, being part of the

PGW family. I am but one person in a team of over 2,000 – our success over the past

four years is a credit to the whole team at PGW. It is great to be leaving PGW in good

heart and with a stable strategy and strong management team in place.

I wish to thank the Board, my Executive team and the wider PGW team for the great

support they have provided me during my time as Chief Executive. I look back over the

past four years with a great deal of pride in what has been achieved and I will continue

to follow PGW’s progress with interest as a farming customer, and loyal supporter of

PGW.

Our Deputy Chairman, Trevor Burt will chair the remainder of the meeting.

Slide 27 – Address by Deputy Chairman Trevor Burt

I intend to briefly comment on the appointment of PGW’s new CEO and the

engagement of Credit Suisse and First NZ Capital as advisors to assist in undertaking a

strategic review of the business.

Appointment of Ian Glasson

I am delighted to advise that Ian Glasson has been appointed Chief Executive Officer,

and it is great that Ian is here today.

Ian’s appointment takes effect from tomorrow (1 November 2017) and completes the

leadership succession plan following the resignation of current CEO, Mark Dewdney.

Ian is an experienced executive with significant career experience in the agribusiness

and branded food sectors across several international markets. He joins PGW from his

previous position as CEO of Gold Coin Group/Zuellig Agriculture where he was

responsible for running a portfolio of agricultural businesses with sales in excess of a

billion dollars that included animal feed operations and farming ventures throughout

South-East Asia (including in China) and CB Norwood, a farm equipment business in

New Zealand and Australia.

Ian brings impressive qualifications for leading an agricultural business such as PGW

and we are pleased to have him join the Company. In addition to his record of success

at Gold Coin, Ian was CEO of Sucrogen (formerly CSR Sugar) for seven years and has

held Managing Director roles with Goodman Fielder and Gresham Rabo. He spent the




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first 16 years of his career in the oil and gas sector with Esso and Exxon Mobile in

Australia and the US.

Ian will remain an external Director of SunRice, one of the largest branded rice food

companies in the world, and is looking forward to relocating to Christchurch with his

family for his role at PGW.

Strategic review

The PGW Board has determined that the time is right to commence a strategic review

to coincide with the appointment of Ian as CEO.

PGW’s current strategy has served the Company well over the past five years. It now

operates in three distinct market segments – Retail and Water, Agency and Seed and

Grain – each with very different business models and market dynamics, with a much

more coordinated approach to offering technical advice, products and services to our

customers.

We believe it is timely to review the overall PGW business, its growth opportunities,

operating models, capital and balance sheet requirements, and potentially shareholding

structure. PGW has a very strong foundation and is well positioned to grow its global

business. A new CEO and a refreshed strategic focus will be the catalyst for our next

step forward.

The Board acknowledges that we have a strong management team and culture in the

business. The Board has confidence that we have the right management team and as

such this is not an operationally focussed review of the business. This review is scoped

at a strategic level looking at the capital structure of the company and assessing what is

the optimal structure to assist in target opportunities the business has.

PGW has made a joint appointment of Credit Suisse and First NZ Capital as a strategic

advisor to work with the Board and management on the strategic review. The scope of

their brief is to explore the full range of options available to unlock value and create

future strategic, operational and capital structure options for PGW. We see

opportunities for PGW to provide the market and shareholders with greater clarity

regarding the long-term strategy for the Company.

We know that each of our business units that comprise PGW have growth opportunities

available to them. For example, our Seed and Grain business has opportunities to

leverage its IP internationally and thereby expand its market reach while our Rural




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Services businesses has a different set of opportunities – for example, to increasingly

digitise its customer offering and to expand up and down the supply chain where this

makes good sense in specific business units.

With these growth opportunities available to us it is incumbent upon the Board to

ensure that we thoroughly explore the optimal ways we can support the business to act

on these opportunities and unlock this potential.

It is important to recognise as we go into this exercise that PGW is well placed with the

business performing well with an engaged workforce and a strong management team.

We have momentum and people and are leaders in many of the markets in which we

operate. This puts us in the driving seat as we look to sustain that momentum while we

look forward to where the options are to propel the business to the next level.

Additional details and outcomes will be communicated in due course.

Slide 28 – Questions and discussion

Slide 29 – RESOLUTIONS

Slide 30 and 31 – Resolution 1: Alan Lai

Slide 32 and 33 – Resolution 2: Bruce Irvine

Slide 34 and 35 – Resolution 3: Joo Hai Lee

Slide 36 and 37 – Resolution 4: Auditors’ Remuneration

Slide 38 – Move Resolutions

Slide 39 – General Business

---

>
Introductions and apologies

Opening formalities

Business of the Meeting

Item I

Addressesby the Chairman and the CEO

Item II

Consider the re-election of Guanglin (Alan) Lai as Chairman–Resolution 1

ItemIII

Consider the re-election of Bruce Irvine as a Director –Resolution 2

Item IV

Consider the election of Joo Hai Lee as a Director –Resolution 3

Item V

Note the reappointment of KPMGas auditor and authorise the Directors to fix the

auditor’s remuneration –Resolution 4

ItemVI

General business

Guanglin(Alan) Lai
Chairman

Trevor Burt

Deputy Chairman

Bruce Irvine

Independent Director

John Nichol

Independent Director

Lim Siang (Ronald) Seah

Independent Director

Kean Seng U

Mark Dewdney
Chief Executive Officer

Peter Scott

Chief Financial Officer

Julian Daly

GM Strategy and Corporate Affairs

Alan Lai

Chairman

Trevor Burt

Deputy Chairman

Stephen Guerin
GGM Retail and Water

John McKenzie

GGM Seed andGrain

Peter Newbold

GM Real Estate

Grant Edwards

GM Wool

Rachel Shearer

GM Human Resources

Cedric Bayly

GM Wool (retired)

Peter Moore

GM Livestock

>
Opening formalities

•Notice of meeting

•Minutes

•Proxies

•Annual Report2017

Business of the Meeting

Item I

Addressesby the Chairman and the CEO

Item II

Consider the re-election of Guanglin (Alan) Lai as Chairman–Resolution 1

ItemIII

Consider the re-election of Bruce Irvine as a Director –Resolution 2

Item IV

Consider the election of Joo Hai Lee as a Director –Resolution 3

Item V

Note the reappointment of KPMGas auditor and authorise the Directors to fix the

auditor’s remuneration –Resolution 4

ItemVI

General Business

Operating EBITDA Reconciliation
($ millions)June 2017June 2016

Net profit after tax(GAAP)46.343.8

DEDUCTProfit (loss) from discontinued operations, net of income taxes

(0.0)0.2

ADDIncome tax expense

10.410.5

ADDNet interest and finance costs

6.210.5

EBIT62.964.9

ADDDepreciation and amortisationexpense

10.79.2

ADDFair value adjustments expense

0.40.2

DEDUCTNon-operating items income

(9.5)(4.2)

Operating EBITDA64.570.2

Business of the Meeting
>

Item I

Chairman’s address

Chief Executive Officer’s address

•The year in review

•Update on our strategy

•Outlook for this year

•CEO appointment and strategic review

•Questions and discussion

Item II

Consider the re-election of Guanglin (Alan) Lai as Chairman –Resolution 1

ItemIII

Consider the re-election of Bruce Irvine as Director –Resolution 2

Item IV

Consider the election of JooHai Lee as Director –Resolution 3

Item V

Note the reappointment of KPMGas auditor and authorise the Directors to fix the

auditor’s remuneration –Resolution 4

Item Vl

General Business

Group Operating EBITDA
(June year end)

•Operating EBITDA of $64.5

million achieved during the

toughest trading conditions

since 2013.

•Since 2013 PGW has

grown Operating EBITDA

by 36 percent (8% CAGR).

64.5

-

20

40

60

20132014201520162017

$ million

Group Net Profit After Tax
(June year end)

•Net profit after tax

increased to $46.3 million

•The 2016 and 2017

financial years benefited

from non-operating items

including gains on sale of

property assets.

46.3

-

10

20

30

40

50

20132014201520162017

$ million

* Excluding goodwill impairment, refer to 2013 Financial Statements

Agency Operating EBITDA
(June year end)

•Livestock business had

record result.

•Buoyant market for beef

cattle continues.

•Ewes and lamb had strong

finish to the year.

•Dairy herd activity picks up.

•Wool business impacted by

falling prices.

•Steady contributions from

Real Estate and Insurance.

18.0

-

10

20

30

40

20132014201520162017

$ million

Retail and Water Operating EBITDA
(June year end)

•Retail continues to grow

earnings.

•Rural Supplies, Fruitfed

Supplies (horticulture)

and Agritradeall

increased their

contributions.

•Water business impacted

by reduced demand for

pivot irrigation

installations due to low

dairy confidence at the

start of the year.

18.3

-

10

20

30

40

20132014201520162017

$ million

Seed and Grain Operating EBITDA
(June year end)

•New Zealand earnings

impacted by extremely

wet April that reduced the

grain harvest and made

paddocks difficult to

regrass.

•South America increased

earnings significantly.

•Australia impacted by a

mild summer and falling

confidence in dairy in

Victoria.

37.0

-

10

20

30

40

20132014201520162017

$ million

Improve
Our highly-competitive, volatile sector demands continuous

improvement to stay ahead.

•Organisation restructure

•Property divestment programme/Capital reallocation

•‘One-PGW’

Grow
With volatility comes opportunity –we need to stay nimble to

invest in that opportunity.

•Digital focus

Game-changers
The world is changing –we must anticipate future customer

needs and adapt our offering accordingly.

•GoProducts

•AgriOptics

Group Operating EBITDA
(June year end, guidance range)

•FY18 Operating EBITDA broadly

similar to last year.

•Without the benefit of gains on sale

of property, NPAT should reduce to

more normalisedlevels

approximately 30% lower than last

year.

•Commodity prices generally good for

New Zealand.

•New Zealand ag sector production

likely to be lower than previously

thought.

•Wet New Zealand weather delaying

spring season for PGW.

•Weather and commodity prices key

drivers of results over the short term.

-

20

40

60

201320142015201620172018

$ million

>
Business of the Meeting

Item I

Addressesby the Chairman and the CEO

Item II

Consider the re-election of Guanglin (Alan) Lai as Chairman–Resolution 1

ItemIII

Consider the re-election of Bruce Irvine as a Director –Resolution 2

Item IV

Consider the election of Joo Hai Lee as a Director –Resolution 3

Item V

Note the reappointment of KPMGas auditor and authorise the Directors to fix the

auditor’s remuneration –Resolution 4

ItemVI

General business

>
Business of the Meeting -Resolutions

Item I

Addressesby the Chairman and the CEO

Item II

Consider the re-election of Guanglin (Alan) Lai as Chairman–Resolution 1

ItemIII

Consider the re-election of Bruce Irvine as a Director –Resolution 2

Item IV

Consider the election of Joo Hai Lee as a Director –Resolution 3

Item V

Note the reappointment of KPMGas auditor and authorise the Directors to fix the

auditor’s remuneration –Resolution 4

ItemVI

General business

>
Business of the Meeting

Item I

Addressesby the Chairman and the CEO

Item II

Consider the re-election of Guanglin (Alan) Lai as Chairman–Resolution 1

ItemIII

Consider the re-election of Bruce Irvine as a Director –Resolution 2

Item IV

Consider the election of Joo Hai Lee as a Director –Resolution 3

Item V

Note the reappointment of KPMGas auditor and authorise the Directors to fix the

auditor’s remuneration –Resolution 4

ItemVI

General business

Resolution 1:Guanglin (Alan) LaiChairman
Alan Lai is a current Director and Chair of PGG Wrightson Limited and joined the PGG Wrightson Board on

30 December 2009. He was appointed Chairman on 22 October 2013. Alan retires by rotation in

accordance with the Company’s Constitution, and being eligible, offers himself for re-election.

Alan has served as the Chairman of AgriaCorporation’s Board of Directors since June 2007 and is a

member of Agria’sRemuneration Committee. Alan is the sole Director of Brothers Capital Limited, which is

Agria’slargest shareholder. Alan is the Chairman of the Board of Directors, Chairman of the Nomination

Committee and a member of the Remuneration Committee of SoftpowerInternational Limited (previously

China Pipe Group), a Hong Kong listed company. SoftpowerInternational Limited is a leading provider to

the construction and infrastructure sector offering a wide range of pipe related product and services in

Hong Kong and Macau. His wholly-owned investment vehicle, Singapore ZhongxinInvestment Co Limited,

is the largest controlling shareholder of SoftpowerInternational Limited. Alan holds a Masters degree in

Finance from The Chinese University of Hong Kong, a Bachelor’s degree in Accounting from Monash

University, Melbourne and is a Fellow certified public accountant in Australia. Mr Lai is a Fellow of Monash

University and also a member of the Global Advisory Council of the Faculty of Business and Economics at

MonashUniversity. Mr Lai is the Vice Chairman of Shenzhen General Chamber of Commerce in China and

Vice Chairman of China Chamber of Commerce in New Zealand.

Alan Lai is an associated person of substantial security holder Agria(Singapore) Pte Limited. The Board

has determined that he does not qualify as an Independent Director as defined by the NZSX Listing Rules.

The Company’s Directors recommend shareholders vote in favour of Alan Lai’s re-election

>
Business of the Meeting

Item I

Addressesby the Chairman and the CEO

Item II

Consider the re-election of Guanglin (Alan) Lai as Chairman–Resolution 1

ItemIII

Consider the re-election of Bruce Irvine as a Director –Resolution 2

Item IV

Consider the election of Joo Hai Lee as a Director –Resolution 3

Item V

Note the reappointment of KPMGas auditor and authorise the Directors to fix the

auditor’s remuneration –Resolution 4

ItemVI

General business

Resolution 2: Bruce IrvineIndependent Director
Bruce Irvine is a current Director of PGG Wrightson Limited and is a member and Chair of the Audit

Committee. He was appointed to the PGG Wrightson Limited Board on 24 June 2009. Bruce

retires by rotation in accordance with the Company’s Constitution and being eligible, offers himself

for re-election.

Bruce was Managing Partner at Deloitte Christchurch from 1995 to 2007 before his retirement in

May 2008. He now acts as an independent director on various boards including: Director of

Heartland Bank Limited and subsidiaries, House of Travel Holdings Limited, Godfrey HirstNZ

Limited and subsidiaries, Market Gardeners Limited and subsidiaries, RakonLimited and

subsidiaries, Scenic Hotels Limited and SkopeIndustries Limited.

The Board has determined that Bruce Irvine qualifies as an Independent Director as defined by the

NZSX Listing Rules.

The Company’s Directors recommend shareholders vote in favour of Bruce Irvine’s re-election.

>
Business of the Meeting

Item I

Addressesby the Chairman and the CEO

Item II

Consider the re-election of Guanglin (Alan) Lai as Chairman–Resolution 1

ItemIII

Consider the re-election of Bruce Irvine as a Director –Resolution 2

Item IV

Consider the election of Joo Hai Lee as a Director –Resolution 3

Item V

Note the reappointment of KPMGas auditor and authorise the Directors to fix the

auditor’s remuneration –Resolution 4

ItemVI

General business

Resolution 3: Joo Hai LeeNominee for Director
JooHaiLee was appointed as an Independent Director of AgriaCorporation in November 2008.

Mr Lee, aged 61, has more than 30 years experience in accounting and auditing. He was a

partner of an international public accounting firm in Singapore until his retirement from the firm in

2012. He has serviced clients in the manufacturing, hospitality, insurance, insurance brokers and

other service industries. His clients include large multinational corporations and listed entities.

His professional memberships include those of the Institute of Chartered Accountants in England

and Wales, CPA (Australia), ACCA (UK), Institute of Directors of both Hong Kong and Singapore.

Mr Lee also sits on the board of three listed companies in Singapore and one in Hong Kong.

Following the retirement of WK Tsang on 15 October 2017, JooHaihas been nominated by, and

is an associated person, of substantial security holder Agria(Singapore) Pte Limited. The Board

has determined that he does not qualify as an Independent Director as defined by the NZX Listing

Rules.

>
Business of the Meeting

Item I

Addressesby the Chairman and the CEO

Item II

Consider the re-election of Guanglin (Alan) Lai as Chairman–Resolution 1

ItemIII

Consider the re-election of Bruce Irvine as a Director –Resolution 2

Item IV

Consider the election of Joo Hai Lee as a Director –Resolution 3

Item V

Note the reappointment of KPMGas auditor and authorise the Directors to fix the

auditor’s remuneration –Resolution 4

ItemVI

General business

Resolution 4: Auditor’s remuneration
Noting the automatic reappointment of KPMG as the Company’s auditor under section 207T of

the Companies Act 1993, the proposed ordinary Resolution is to authorise the Directors to fix

the auditor’s remuneration for the following year for the purposes of section 207S of the

Companies Act 1993.

The Company’s Directors recommend shareholders vote in favour of this Resolution.

>
Business of the Meeting –Move resolutions

Item I

Addressesby the Chairman and the CEO

Item II

Consider the re-election of Guanglin (Alan) Lai as Chairman–Resolution 1

ItemIII

Consider the re-election of Bruce Irvine as a Director –Resolution 2

Item IV

Consider the election of Joo Hai Lee as a Director –Resolution 3

Item V

Note the reappointment of KPMGas auditor and authorise the Directors to fix the

auditor’s remuneration –Resolution 4

ItemVI

General business

>
Business of the Meeting –Move resolutions

Item I

Addressesby the Chairman and the CEO

Item II

Consider the re-election of Guanglin (Alan) Lai as Chairman–Resolution 1

ItemIII

Consider the re-election of Bruce Irvine as a Director –Resolution 2

Item IV

Consider the election of Joo Hai Lee as a Director –Resolution 3

Item V

Note the reappointment of KPMGas auditor and authorise the Directors to fix the

auditor’s remuneration –Resolution 4

ItemVI

General Business

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.

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