Annual Shareholder Meeting Commentary and Presentation
1
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.
2
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
3
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
4
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.
5
• 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.
6
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
7
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
8
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.
9
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.
10
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
11
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
12
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.
13
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
14
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
15
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.
Other issuers discussed similar conditions around this time
Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.
- FRW — Freightways Group Limited: Annual Shareholders Meeting – Chairman’s & MD’s Commentary2017-10-25
“Annual Shareholders Meeting 2017 Sue Sheldon Chairman HEADLIN E HEADLIN E HEADLIN E HY17 Agenda 1.Chairman’s Introduction 2.Managing Director’s Review and Trading Update 3.Resolutions General Highlights Completion of significant projects to budget and within timetable th…”
- DGL — Delegat Group Limited: DGL 2017 Annual Meeting – Address to Shareholders2017-12-05
“Delegat Group Limited – 2017 Annual Meeting Addresses Annual Meeting of Shareholders 2 pm, Tuesday, 5 December 2017 Slide 1 – Title Slide 1. Welcome and Introductions Ladies and Gentlemen, On behalf of the Board, I am pleased to welcome you here today to…”
- MEL — Meridian Energy Limited: Meridian Energy Limited Annual Shareholder Meeting2017-10-25
“PG 1 Meridian Energy Limited Annual Shareholder Meeting 26 October 2017 Please find attached the following announcements that will be delivered at Meridian’s Annual Shareholder Meeting today at 10.00am in Wellington: a) Chair’s address b) Chief Executive’s address c) The…”