Rubicon Shareholder Documentation Despatched

To: NZX From: LUKE MORIARTY
CHIEF EXECUTIVE OFFICER

Telephone: 64-9-356 9800
Fax: 64-9-356 9801



Further information on Rubicon Limited can be viewed at the Rubicon web site, at
http://www.rubicon-nz.com.







22 December 2017 - Rubicon confirms that its 2017 Annual Report and Notice of Meeting were
despatched to shareholders today.


END





Rubicon Shareholder Documentation
Despatched

---

Annual Report 2017

1
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2
On 30 May 2017, we announced that our balance date was to change from 30 June to 30 September, effective this year.
Accordingly, this Report covers the 15 months from 1 July 2016 through to 30 September 2017.
In our last Interim Review in February this year, we outlined our immediate objectives as being to –
• “See a positive conclusion to the Tenon Strategic Review and Clearwood sales process; and
• Reach agreement with our ArborGen Partners as to the appropriate funding and value extraction path going forward.
Once these two matters are behind us, the value path for Rubicon will be much clearer for shareholders. We would expect this clarity
will emerge prior to 30 June this year.”
All of this was achieved in the period since those words were written. As you will understand, in order to resolve all of those goals,
the period under review was necessarily dominated by signifi cant transactional activity, all of which was very successfully completed.
It is worth briefl y summarising that activity and the outcomes here –
Tenon – US distribution businesses
• After a full sales process had been run, these activities were sold to a US private equity entity for US$110 million.
• The price was equivalent to 7.3 x Tenon’s 2016 EBITDA
(1)
for these businesses.
• The transaction closed on 2 December 2016.
• All Tenon’s net debt was then repaid.
• Following that, a (fi rst) pro-rata capital return to Tenon shareholders of US$71 million was made on 23 December 2016.
• Rubicon received US$43 million in cash from that fi rst capital return.
Tenon – NZ clearwood manufacturing and (related) global distribution business
• A separate full sales process was also run for this business.
• The business was sold to the Tenon Clearwood Limited Partnership (TCLP) - a private consortium of investors and Rubicon
(2)
, for
US$55 million.
• This price was within the Grant Samuel independent valuation range of US$52-62.5 million.
• Rubicon effectively reduced its ownership
(2)
of the Clearwood business in this process, freeing up US$11 million to be applied to
the ArborGen acquisition.
• The business is structured as a limited partnership, which offers full fl exibility as to future ownership changes for its investors.
• Rubicon operates as the TCLP general partner, managing TCLP’s day-to-day operations.
CChhaiiiiirrrmmmaannnnnnnnnnnnnnnn’’sssss LLLLLeeeeeeeeettttteeeeeeeeeeeeeeeeeeeeeeeeeeeeeeerrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr

3
• The transaction closed on 28 April 2017.
• Debt of US$23.5 million was applied to the acquisition, within TCLP itself.
• A (second) capital return to Tenon shareholders of US$43 million was made on 28 April 2017.
• Rubicon received US$25 million in cash from that second capital return.
Tenon – residual activities
• With the completion of the (above) two sales processes there are now no operating businesses remaining in Tenon, and shareholders
have voted in favour of Tenon being voluntarily liquidated.
• Given the disposition of all its businesses and the two returns of capital that have already been made to shareholders, Tenon now
only has residual ‘clean-up’ bills to pay, leaving a small fi nal cash balance yet to be returned to shareholders.
• We believe Tenon will make a fi nal capital return of ~ US$4.5 million in Q1 of calendar 2018.
• Rubicon’s share of the fi nal capital return is expected to be ~ US$2.6 million.
ArborGen
• Rubicon acquired the ownership interests of International Paper and WestRock in ArborGen Inc, for US$28.5 million.
• Rubicon now owns 100% of ArborGen’s issued share capital, and has a 95% economic interest in the company (given there are
5% of warrants owned by ex-Cellfor investors relating to that acquisition in 2012).
• The acquisition closed on 29 June 2017.
• The deal contains a deferred settlement component, to align with Rubicon’s funding capacity.
• US$13.5 million was paid on closing, US$5 million is to be paid on 31 December 2017, and a fi nal instalment of US$10 million is
to be paid on 30 June 2018.
• Since acquisition, we have chosen to strengthen ArborGen’s balance sheet by the injection of permanent capital of US$6 million,
and we have also advanced US$5 million in working capital lines.
• All of ArborGen’s existing bank lenders have continued bank lines post Rubicon’s acquisition.
As you can imagine, an enormous amount of effort went in to getting ourselves to this desired end-position. In doing so, we
have had strong fi nancial support from our two largest shareholders – Knott Partners and Libra – both of whom injected capital
into Rubicon in June this year (Libra US$9 million and Knott Partners US$3.5 million), in order to strengthen our balance sheet
position. The table on the following page summarises the big picture movements in cash that have occurred over the reporting
period.
CCCCCCChhhaaiirrrrrmmmannn’’ss LLeeetttttttteeeeerr

4
CChhaiiiiirrrmmmaannnnnnnnnnnnnnnn’’sssss LLLLeeeeeeeeettttteeeeeeeeeeeeeeeeeeeeeeeeeeeeeeerrrrrrrrrrrrrrrrrrrrrrrrrrrrrr
US$ millions In Out Balance
Cash receipt from 1st Tenon capital return 43
Cash receipt from 2nd Tenon capital return 25
Dividend receipt from Tenon 2
Capital injection from Knott and Libra 13
83
Investment into TCLP (14)
ArborGen acquisition-day payment (14)
Repayment of Rubicon debt (20)
Repayment of Rubicon sub-debt (2)
Capital investment into ArborGen (6)
Working capital advances into ArborGen (5)
Other (e.g. acquisition costs, admin, etc) (3)
(64)
Cash movement (and balance) at Rubicon Limited* 19
Cash balance at ArborGen 3
Cash balance at TCLP 4
Cash balance at Tenon 5
Cash and liquid deposits per Consolidated Balance Sheet 31
* includes $6m cash on deposit with Synovus Bank to secure ArborGen’s debt facility
As the table shows, we ended the period with a cash balance of US$19 million. From a balance sheet leverage perspective, and taking
a conservative view by using our market capitalisation as the equity number, our interest bearing debt (net of cash)
(3)
as a percentage
of debt plus equity
(3)
was 27.2% at balance date. If US$15 million in outstanding ArborGen acquisition deferred settlement payments
is included, the leverage moves to 37.4%.
Operationally, moving forward, we have two businesses to report on – TCLP and ArborGen.
For the 15-month period, TCLP (inclusive of the Tenon Clearwood business prior to the formation of TCLP in April 2017) recorded
EBITDA of US$12 million, on revenue of US$108 million. Since its formation on 28 April 2017, TCLP recorded EBITDA of US$4.6 million
for the 5 months through to 30 September 2017. These numbers are in line with the Grant Samuel independent report prepared for
Tenon’ shareholders earlier this year, which estimated EBITDA of US$10.5 million (before General Partner fees) for the 12 months to
30 June 2017.

5
Moving forward, the currency environment continues to be diffi cult to read, particularly the NZD:USD cross rate which has once
again proved to be extremely volatile, operating within a very broad range of 68-75 cents over the past 6 months alone, and
weakening post the NZ parliamentary election results to below 70 cents again. Similarly, the NZD:Euro has moved down across the
period, to now be under 60 cents. Offsetting these positives, we have seen some order fi le weakness in Europe and the US, however
we believe that to be temporary only, and assuming the cross rates behave themselves we are forecasting TCLP earnings for the 12
months to 31 March 2018 (i.e. TCLP’s own fi scal year) of circa US$9.5 million (net of General Partner fees of US$250k).
All partners (including Rubicon) have confi rmed that over the initial years of TCLP’s life, the business will concentrate strongly on
debt-reduction. TCLP is required to reduce its acquisition debt by US$4.3 million per year, which we have already programmed in,
with the fi rst payment of US$2.1 million occurring on 31 December this year. In addition, the facility has certain standard fi nancial
covenants
(4)
which we are comfortable will be met moving forward.
In our Interim Review we set the ArborGen operational goals for the current year as being to –
• Lift total revenue by 12.5%+ ... to more than US$40 million
• Increase average sales price (ASP) in the US year-on-year ... on fl at US volumes
• Lift global loblolly and radiata advanced-genetics pine sales to approach 30% of the total
• Meet the EBITDA break-even goal, inclusive of the full expensing of all R&D (i.e. US GAAP).
Whilst the fi nancial results included in our fi nancial statements are for a 15-month period, the following data has been extracted
such that it aligns with the period set for the above goals – i.e. ArborGen’s 12 month fi nancial year (rather than the full 15-month
accounting period reported here).
The comparable results are as follows –
• Total Revenue rose by 21% ... to US$44 million
• ASP in the US lifted 7% y-o-y ... on US volumes of 270 million
• Global loblolly and radiata advanced-genetics pine sales as a percentage of the total, was 29%
• ArborGen recorded EBITDA of US$1.7 million, inclusive of full R&D expensing.
Put another way, the objectives that had been set for the period were fully met.
Importantly, ArborGen met and comfortably exceeded its fundamental EBITDA break-even goal, with a US GAAP audited EBITDA
result of US$1.7 million. By US GAAP, we mean the result that ArborGen would report in a US ‘listing’ situation. This involves the
full expensing of all R&D activities (US$5.5 million), as US GAAP does not allow capitalisation of those costs. Pre R&D, ArborGen
recorded EBITDA of US$7.2 million (again, US GAAP).
CCCCCCChhhaaiirrrrrmmmaannn’’ss LLeeettttttttteeeeerr

6
In contrast with US GAAP, in Rubicon’s fi nancial statements IFRS require us to capitalise ArborGen’s development spend and expense
its research spend, however we are also required each year to amortise a portion of the ArborGen intellectual property that we carry
on our balance sheet relating to our acquisition of ArborGen. Inclusive of these IFRS accounting requirements, we have reported a
US$3.9 million EBITDA contribution from ArborGen in Rubicon’s fi nancial statements for the 15-month period under review.
Overall, 351 million seedlings were produced globally, up 8%+ on the 324 million reported in the prior year – 270 million in the
US inclusive of more than 60 million in MCP and varietals, 19 million in ANZ, and 62 million in Brazil (a more than doubling of the
prior year’s 30 million, 53 million of which was eucalyptus). ArborGen’s consolidated revenues increased by 21% to US$44 million,
and gross margin lifted to US$15 million (excluding depreciation and amortisations). We believe the past year has defi ned a turning
point in ArborGen’s fi nancial performance, clearly showing the operating leverage that exists within the business moving forward.
Future performance is, of course, dependent upon ArborGen delivering on its basic value proposition – i.e. continuously increasing
advanced-genetics volumes as a percentage of its total unit sales. We hold a strong belief that ArborGen can deliver on that
promise, however we are also aware that in biological businesses it is never a straight line to the fi nish. Short-term events can upset
the trend line. This year two hurricanes struck the US – Harvey (through Texas) and Irma (through Florida). ArborGen was fortunate
that neither event infl icted any material damage on its current year crop, and more importantly on its nursery and orchard facilities.
However, some of the crop that is being grown for customers in the current season may not now be uplifted, as there may be
insuffi cient time for foresters to prepare the land for planting this year. Although we do not yet know what the exact impact of this
on the current (i.e. ArborGen’s March ’18 year) season will be, the current expectation is that operating EBITDA will still more than
double the $1.7 million recorded last year.
The change in the New Zealand government following the recent election process has seen the announcement of new policies
favourable towards the NZ forest industry, and which, in support of climate change, also include a stated goal of expanding the
number of trees planted domestically each year. We have yet to see the detail (e.g. species, regions, etc) of this policy, other than
that a target of 100 million trees per annum being planted in NZ has been widely stated. ArborGen-NZ currently produces around
16 million treestocks per annum, so there is clearly upside for it should this policy be implemented in a managed manner.
As would be expected, as the new 100% owner of ArborGen, we are now undertaking a complete review of the strategic,
operating and fi nancial plan necessary to ensure ArborGen meets its promise. This is a major exercise that will not be completed
until the new calendar year, but once concluded it will represent the blue-print against which the business’ measurable milestones
will be set. We will report on this next year.
As to Governance matters, in September, following the ArborGen acquisition, Ranjan Tandon, who is the Principal of Libra (a very
successful New York hedge fund) which now owns 17.6% of Rubicon, became a Director of Rubicon. Knott Partners retains a
28.2% interest in Rubicon, and together Knott and Libra represent almost half of our share register, with both investors now having
direct Board seat representation, and the ability to provide direction for the Company moving forward. Bill Hasler (a founding
director of Rubicon) and George Karaplis have each indicated their intention to retire from the Board next month. They have
contributed strongly to the Company over an extended period of time, which has included the GFC, the restructuring and sale of
Tenon, and the acquisition of ArborGen. We are extremely grateful for their assistance through all of that period, and we wish them
well for the future.
Chairman’s Letter

7
Moving now to the Outlook, where at TCLP, we will be continuing the relentless operational improvement focus that is engrained
in that business, in order to achieve our year-end earnings forecast. Rubicon is expecting to receive its fi rst dividend payment of
approximately US$0.7 million from TCLP late next month (i.e. December). All surplus cash generated will be utilised to reduce the
outstanding acquisition debt in the partnership. At ArborGen, the focus will be on minimising the impact of Hurricanes Harvey and
Irma on the current (new) year’s fi nancial result, and on the completion of the revised plan for the company which is now underway.
We will also be looking to close-out the ArborGen acquisition with the deferred acquisition-payments of US$5 million and US$10
million to be made on 31 December 2017 and 30 June 2018 respectively.
We will update you on these business goals as we progress through the year.
As usual, I would like to thank all our stakeholders for their continued support – it is very much appreciated.
Sincerely,
Stephen Kasnet
Chairman (on behalf of the Board)
24 November 2017
(
1) EBITDA (i.e. Earnings before Interest, Taxation, Depreciation and Amortisations) is a non-GAAP earnings fi gure that equity analysts tend to focus
on for comparable company performance, because that number removes distortions caused by differences in asset ages, depreciation policies, and
debt:equity structures. Refer also to note 30 of our 30 September 2017 Annual Audited Financial Statements.
(2) Rubicon has a 44.88% equity ownership position in TCLP, and by virtue of voting rights assigned to Rubicon by certain TCLP investors it has a 50.01%
voting control interest in TCLP . Rubicon is also the General Partner of the TCLP . Refer also to note 26 of our 30 September 2017 Annual Audited
Financial Statements.
(3) Net interest bearing debt (net of cash) is $25 million, calculated as Term debt ($33 million) + Current debt ($18 million) + Capital lease ($13 million)
less TCLP/Tenon minority share of term and current debt ($12 million) less Cash and liquid deposits ($31 million) plus TCLP/Tenon minority share of cash
($4 million). Market equity is $67 million, calculated as 487.9 million shares x 19 cents x 72.35 cents (the FX rate at balance date). Book equity is $150
million, as per the Consolidated Balance Sheet in our 30 September 2017 Annual Audited Financial Statements.
(4) Refer note 18 to our 30 September 2017 Annual Audited Financial Statements.
CCCCCCChhhaaiirrrrrmmmaannn’’ss LLeeettttttttteeeeerr

8
RURUBBICOICOICON LN LLLNIMIMIMIIIMTTEDTEDANAANANAD SSUBSIDIIDIIDAARRRIREEESS SSSSS SSSSSSSSSSSSSSSSSSSSSS
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RUBICON GROUP
Notes
15 months
Sep 2017
US$m
Re-presented
(1)
Year ended
June 2016
US$m
Revenue11590
Cost of sales7 (90)(71)
Gross earnings2519
Change in fair value of biological assets114–
Earnings by associate1511
Distribution expense7(12)(9)
Administration expense7(9)(6)
Operating earnings excluding items below95
Net fair value gain152–
Operating earnings before fi nancing expense115
Financing expense(4)(2)
Earnings before taxation73
Tax expense8– –
Net earnings after taxation from continuing operations73
Net earning after taxation from discontinued operations31(13)(27)
Net Earnings(6)(24)
Attributable to:
Rubicon shareholders(6)(16)
Minority shareholders–(8)
Net Earnings(6)(24)
Basic / diluted earnings per share information (cents per share)(1.4)(3.9)
Continuing operations 0.7–
Discontinued operations(2.1)(3.9)
Weighted average number of shares outstanding (millions of shares)425409
(1)
The year ended 30 June 2016 has been re-presented to show net profi t after taxation from discontinued operations separately.
The accompanying notes form part of and are to be read in conjunction with these fi nancial statements.

9
RURUBRUBRUBRUBRUICOCOOCOIONNNNNN LLLIMIIIMIITEDTEDTEAANAD SD SUBSSUIDIDIIIAARRRIAARES S
CCCCCCCoooonnssssssoooolliidddaaatteeddd SSSSStttttaaaaattteeemmmeeeennntttt ooooff CCCCCCCCCCCCCCCCCCCCCCCCCoooooooooooooooooooooooooooooooooooooommmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmppppppppppppppppprrrrreeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeehhhhhhhhhhhhhhhhhhhhhhhhhheeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeennnnnnnnnnnnnnnnnnnnnnnnnnnnnnssiiivvvvvvvvveeeeeee IInnnnncccccccccoommmmeee
FFoFor ththhheeee15151mmmononothththhtsssseenenendededddd330 Seepptetmmbmerrerr2222220117777
RUBICON LIMITED AND SUBSIDIARIES
Statement in Changes in Equity
For the 15 months ended 30 September 2017
RUBICON GROUP
15 months
Sep 2017
US$m
Year ended
June 2016
US$m
Net Earnings(6)(24)
Items that may be reclassifi ed to the Consolidated Income Statement:
Movement in currency translation reserve3(1)
Movement in hedge reserve–1
Other comprehensive income (net of tax)3–
Total comprehensive income(3)(24)
Total comprehensive income attributable to:
Rubicon shareholders(3) (17)
Minority shareholders–(7)
Total comprehensive income(3)(24)
RUBICON GROUP
Notes
15 months
Sep 2017
US$m
Year ended
June 2016
US$m
Total comprehensive income(3)(24)
Movement in Rubicon shareholders’ equity:
Issue of shares1913 –
Movement in minority shareholders’ equity:
Capital investment by minority2117–
Capital return from Tenon21(46)–
Dividend paid by Tenon21(1)(2)
Total movement in shareholder equity attributable to:
Rubicon shareholders’ equity10(17)
Minority shareholders’ equity(30)(9)
Opening equity attributable to:
Rubicon shareholders140157
Minority shareholders4049
Opening total Group equity180206
Closing equity attributable to:
Rubicon shareholders150140
Minority shareholders211040
Closing Total Group Equity160
180
The accompanying notes form part of and are to be read in conjunction with these fi nancial statements.

RURUBBICOICOICON LN LLLNIMIMIMIIIMTTEDTEDANAANANAD SSUBSIDIIDIIDAARRRIREEESS SSSSS SSSSSSSSSSSSSSSSSSSSSS
CConsssoolliidddaaaaaaaaaaaaaaaattttteeeeeeeeeeeeedddddddddd SSStttaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaatttttttttttttttttttttttttttttttteeeeeeeeeeeeeeeeeeeeeeeeeeeeeemmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmeeeeeeeeeeeeeeeeennnnnnnnnnnnnnnnnnnnnnnnnnnnnntttttttttttttttttttttttttttttttt oooooooooooooooooooooooooooooooooooooffffffffffffff CCaaaasssshhh FFFFFlllooowwwwsssss
FFoorrththhhthhhhhthhhhhheeeeeeeeeeeeeeeeeeee151mmmmmmoonoooonoooooththss sssssssss ssssssssssssssssseneeeeeneeeeeeeddeddddddddddddddddddddddddddddddddddddddddddd303SSeepeepeppppepeptetetetteteeeteeteteeeteeteeeetetembmbmbbmbbbbmbmbmmbmmbmbmbbbbmmbmbmmmbbmbmbmbbbmbmbmbmbmbbbmbmbmbbmbbmbmbmmmmmmbmbbererereeeerere222222222201010010101010010101010110101101101011011101010100110111010110101117777777777777777777777777777777
RUBICON GROUP
Notes
15 months
Sep 2017
US$m
Year ended
June 2016
US$m
Cash was provided from operating activities
Receipts from customers275428
Cash provided from operating activities275428
Payments to suppliers, employees and other(278)(395)
Tax paid–(1)
Cash (used in) operating activities(278)(396)
Net cash from (used in) operating activities(3)
32
Sale of Tenon North American operations107–
Investment in fi xed assets13(4)(5)
Investment in associate15–(4)
Investment in subsidiaries15(14)–
Investment in intellectual property14(1)–
Cash in subsidiaries accquired2–
Net cash from (used in) investing activities90(9)
Debt drawdowns5218
Debt repayment(89)(29)
Interest paid(4)(5)
Issue of shares13–
Minority shareholders’ cash fl ow by way of:
Capital return from Tenon21(46)–
Capital investment by minority2117–
Dividend paid by Tenon21(1)(2)
Net cash from (used in) fi nancing activities(58)
(18)
Net movement in cash295
Opening cash, liquid deposits and overdrafts2(3)
Closing Cash, Liquid Deposits and Overdrafts31
2
Net Earnings (6)(24)
Adjustment for:
Financing expense45
Depreciation and amortisations743
Taxation–3
Earnings from associate(1)(1)
Change in fair value of biological assets(4)–
Other non cash items1334
Cash fl ow from operations before net working capital movement10 20
Trade and other receivables1(2)
Inventory(14)9
Trade and other payables– 5
Net working capital movement(13)12
Net cash from operating activities(3)32
The accompanying notes form part of and are to be read in conjunction with these fi nancial statements.
10

11
RURUBRUBRUBRUBRUICOCOOCOIONNNNNN LLLIMIIIMIITEDTEDTEAANAD SD SUBSSUIDIDIIIAARRRIAARES S
CCCCCCCoooonnssssssoooolliidddaaatteeddd BBBBBaaaaallaaaannncceee SSShhhheeeeeett
AAAsAaaatt3030303SSSepepeptetettmbmbmbmmbbererer22220101077
RUBICON GROUP
Notes
Sep 2017
US$m
June 2016
US$m
Current assets
Cash and liquid deposits9312
Trade and other receivables10936
Inventory114171
Total current assets81109
Non current assets
Fixed assets136226
Forest assets–1
Investment in associate15–91
Intellectual property14107–
Goodwill161854
Deferred taxation asset12–8
Total non current assets187180
Total assets268289
Current liabilities
Trade, other payables and provisions17(23)(42)
Curent lease obligation23(1)–
Current debt18(18)(29)
Deferred settlement15(15)–
Total current liabilities(57)(71)
Term liabilities
Term debt18(33)(35)
Financial lease obligation23(12)(3)
Deferred taxation liability12(6)–
Total term liabilities(51)(38)
Total liabilities(108)(109)
Net Assets160180
Equity
Share capital19201188
Reserves20(51)(48)
Equity attributable to Rubicon shareholders150140
Equity attributable to minority shareholders211040
Total Group Equity160180
Net Asset Backing29US 31 cpsUS 34 cps
Stephen Kasnet Luke Moriarty Mark Taylor
Chairman Chief Executive Offi cer & Director Chief Financial Offi cer
24 November 2017
Each of the above signatories certifi es that these fi nancial statements comply with generally accepted accounting standards and
present a true and fair view of the fi nancial affairs of the Rubicon Group.
The accompanying notes form part of and are to be read in conjunction with these fi nancial statements.

12
RURUBBICOICOICON LN LLLNIMIMIMIIIMTTEDTEDANAANANAD SSUBSIDIIDIIDAARRRIREEESS SSSSS SSSSSSSSSSSSSSSSSSSSSS
NNoteeesss ttoo tttttttttttttttthhhhheeeeeeeeeeeee CCCooooonnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnsssssssssssssssssssssssssssssssoooooooooooooooooooooooooooollllllllllllllllllllllllllliiiiiiiiiiiiiiiiiidddddddddddddddddddddddddaaaaaaaaaaaaattttttttttttttttttttttttttttttttttttteeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeedddddddddddddddddddddddddddddddddddddd FFiinnnaaaannnccciiiiiaalll SSSttaaaaatttteeemmmeennnnttts
FFoorrththhhhhhhhththhhhhhhhhhhhheeeeeeeeeeeeeperirirrododododooooooooeendndnndnnddddndndddddddddndddnedeeeeedeeeeeeeeee33300000000000000SeSptteememeeemememmmmmmbbebebbbebbebbebeeebebbbbbbbebbbeeeeeerrrrrrrrrrrrrrrrrrrrr202020202222020200202222022222022222222217171717177777777
1 GENERAL INFORMATION
Rubicon Limited (Rubicon) is an international investor in forestry related industries. Rubicon, a limited liability company incorporated and
domiciled in New Zealand, is listed on the New Zealand stock exchange. As at 30 September 2017 Rubicon had investments in Tenon
Clearwood Limited Partnership (TCLP) (44.88% economic ownership, and 50.01% voting control (by virtue of voting agreements)),
ArborGen Inc (ArborGen) (95% economic interest (with 5% warrants outstanding relating to ArborGen’s acquisition of Cellfor),
and 100% voting interest and ownership of common stock), and Tenon Limited (59.78%, being the listed entity that TCLP formerly
operated under).
This reporting period Rubicon changed its balance date from 30 June to 30 September. Accordingly, the fi nancial statements presented
are for the 15 months from 1 July 2016 to 30 September 2017, with the comparative period being the 12 months ended 30 June
2016. In the comparative year (30 June 2016), the Consolidated Statement of Cash Flows and the Consolidated Balance Sheet include
Tenon’s discontinued operations, which are not materially different from the disclosures in note 31 discontinued operations. Changes
have been made to the results for the year ended 30 June 2016 to refl ect Tenon’s US operations as discontinued.
2 APPROVAL OF ACCOUNTS
These fi nancial statements have been prepared on a consolidated basis and were approved for issue by the Board of Directors on 24
November 2017.
3 BASIS OF PRESENTATION
The fi nancial statements presented are those of Rubicon Limited (the Company) and Subsidiaries (the Group).
Basis of preparation
The Company is a FMC (Financial Markets Conduct) reporting entity for the purposes of the Financial Reporting Act 2013 and Financial
Markets Conduct Act 2013.
The accounting policies are consistent with those used in the June 2016 consolidated fi nancial statements. The signifi cant accounting
policies are set out below.
The presentation currency used in the preparation of these fi nancial statements is Rubicon’s functional currency, which is the United States
dollar (US$), rounded to the nearest million dollars.
Statement of compliance
The fi nancial statements have been prepared in accordance with New Zealand International Financial Reporting Standards (NZ IFRS) and
other applicable fi nancial reporting standards. The fi nancial statements are in compliance with International Financial Reporting Standards
(IFRS). The Group has designated itself as a profi t-oriented entity for the purposes of compliance with NZ IFRS.
The fi nancial statements have been prepared in accordance with the requirements of the Financial Reporting Act 2013, Financial Markets
Conduct Act 2013 and the Companies Act 1993 and comply with generally accepted accounting practice in New Zealand (NZ GAAP).
Chief operating decision-makers
Rubicon’s ‘chief operating decision-makers’ are Ranjan Tandon and David Knott, who are Rubicon Board Directors whose investment funds
and associated parties own approximately 46% of Rubicon’s issued share capital, and, who jointly make strategic decisions for Rubicon.

13
RURUBRUBRUBRUBRUICOCOOCOIONNNNNN LLLIMIIIMIITEDTEDTEAANAD SD SUBSSUIDIDIIIAARRRIAARES S
NNNNNNNooootteeeeessss ttoo ttthhee CCCooooonnnnsssooollliiidddddaaattteeeeddd FFiinnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaannnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnncccccccccccciiiiiiaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaalllllllll SSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSttttttttttttttttttttttttttttttttaaaaaaaaaaaaaaaaaaaaaaaaaaaaaatteemmmmmmmmmmeennnnnnnnnnnnnnnntttttttttss
FFoForrththhheeeepepepriririoododoeeeenddndndedededd33300SeSeeepptptpeemmbeeer 200201777111
4 SIGNIFICANT ACCOUNTING POLICIES
Change in Accounting Policy
There have been no changes in accounting policies during the year.
New and amended standards adopted by the Group
There were no new standards or amendments to standards adopted by the Group in the current year that had a material impact on the
Group.
Use of Estimates and Judgement
The preparation of fi nancial statements in conformity with NZ IFRS requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the fi nancial statements and
the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The principal
areas of judgement in preparing these fi nancial statements are:
Deferred taxation (notes 12 and 15)
NZ IFRS allows the recognition of taxation assets when utilisation is considered probable, which requires an estimation of the future
earnings of the Group.
NZ IFRS requires the measurement of deferred taxation assets and liabilities that refl ect the tax consequences that would follow from the
manner that the Group expects, at balance date, to recover or settle the carrying amount of its assets and liabilities.
Acquisitions, goodwill and impairment (notes 15 and 16)
Upon acquisition of ArborGen, a determination of the fair value of identifi able assets (which does not include goodwill) and liabilities
was made. Any surplus or short-fall to the acquisition price paid is immediately recognised in the income statement. The carrying value of
goodwill is assessed at least annually to ensure there is no impairment. Performing these assessments generally requires the estimation of
future cash fl ows to be generated by the investment, which entails making judgements about the expected future performance and cash
fl ows of the investment and the appropriate discount rate to apply when valuing future cash fl ows. The carrying value of assets acquired
are also affected by the estimates and judgements applied to capitalisation of developmental expenditure and the adopted amortisation
policy.
Basis of Consolidation
Subsidiaries
Subsidiaries are entities that are controlled, either directly or indirectly, by the Company. Control exists when the Parent has the power,
directly or indirectly, to govern the fi nancial and operating policies of an entity so as to obtain benefi ts from its activities. In assessing
control, potential voting rights that presently are exercisable or convertible are taken into account. The fi nancial statements of subsidiaries
are included in the consolidated fi nancial statements from the date that control commences until the date that control ceases. ArborGen,
TCLP and Tenon Limited are subsidiaries of Rubicon Limited.
Transactions and balances between subsidiaries or between the Parent and subsidiaries are eliminated on consolidation.
Associates
Associates are entities in which the Company, either directly or indirectly, has a signifi cant but not controlling interest. The consolidated
fi nancial statements include the Group’s share of the total recognised gains and losses of associates on an equity accounted basis, from
the date that signifi cant infl uence commences until the date that signifi cant infl uence ceases. Associates are initially recognised at cost.
ArborGen was accounted for as an associate of Rubicon Limited up to the date of its 100% acquisition on 28 June 2017.

14
RURUBBICOICOICON LN LLLNIMIMIMIIIMTTEDTEDANAANANAD SSUBSIDIIDIIDAARRRIREEESS SSSSS SSSSSSSSSSSSSSSSSSSSSS
NNoteeesss ttoo tttttttttttttttthhhhheeeeeeeeeeeee CCCooooonnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnsssssssssssssssssssssssssssssssoooooooooooooooooooooooooooollllllllllllllllllllllllllliiiiiiiiiiiiiiiiiidddddddddddddddddddddddddaaaaaaaaaaaaattttttttttttttttttttttttttttttttttttteeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeedddddddddddddddddddddddddddddddddddddd FFiinnnaaaannnccciiiiiaalll SSSttaaaaatttteeemmmeennnnttts
FFoorrththhhhhhhhththhhhhhhhhhhhheeeeeeeeeeeeeperirirrododododooooooooeendndnndnnddddndndddddddddndddnedeeeeedeeeeeeeeee33300000000000000SeSptteememeeemememmmmmmbbebebbbebbebbebeeebebbbbbbbebbbeeeeeerrrrrrrrrrrrrrrrrrrrr202020202222020200202222022222022222222217171717177777777
4 SIGNIFICANT ACCOUNTING POLICIES continued
Goodwill
All business combinations are accounted for by applying the purchase method. Goodwill represents the difference between the cost of the
acquisition and the Group’s share of the fair value of the identifi able net assets acquired. Goodwill is stated at cost less any accumulated
impairment losses. Goodwill is allocated to cash-generating units and is not amortised but is assessed at least annually for impairment.
Functional Currency
Foreign operations
Items included in the fi nancial statements of each entity in the Group are measured using the currency that best refl ects the economic
substance of the underlying events and circumstances relevant to that entity (the functional currency). The consolidated fi nancial statements
are presented in US$ (the presentation and functional currency).
The assets and liabilities of all of the Group companies that have a functional currency that differs from the presentation currency,
including goodwill and fair value adjustments arising on consolidation, are translated to the presentation currency at foreign exchange
rates ruling at balance date. All exchange differences arising from the translation of foreign operations are recognised in the foreign
currency translation reserve.
Transactions

Transactions in currencies other than the functional currency are translated at the foreign exchange rate ruling at the date of the
transaction. Monetary assets and liabilities denominated in currencies other than the functional currency at balance date are translated
to the functional currency at the foreign exchange rate ruling at that date, with foreign exchange differences arising on translation being
recognised in the income statement. Non-monetary assets and liabilities that are measured in terms of historical cost in a currency other
than the functional currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities that
are stated at fair value in a currency other than the functional currency are translated using the exchange rate ruling at the date the fair
value was determined.
Valuation of Assets
Land, buildings, plant and equipment

Land, buildings, plant and equipment are stated at historical cost less accumulated depreciation and impairment. Land is not depreciated.
Depreciation on other fi xed assets is calculated using the straight-line method. Expected useful lives are:
Buildings 30 years
Plant and equipment 3 to 13 years
Intangibles 20 to 25 years.
Inventory
Trading inventory, raw materials and work in progress are valued at the lower of cost or net realisable value. Cost includes direct manufacturing
costs and manufacturing overheads at normal operating levels, and excludes borrowing costs. Net realisable value is the estimated selling
price in the ordinary course of business, less applicable variable selling costs.
Biological assets (such as seedlings or treestocks) are measured at the end of each reporting period at their fair value less costs to sell.
Fair value is the price that would be received from the sale of an asset in an orderly transaction between market participants at the
measurement date.

15
RURUBRUBRUBRUBRUICOCOOCOIONNNNNN LLLIMIIIMIITEDTEDTEAANAD SD SUBSSUIDIDIIIAARRRIAARES S
NNNNNNNooootteeeeessss ttoo ttthhee CCCooooonnnnsssooollliiidddddaaattteeeeddd FFiinnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaannnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnncccccccccccciiiiiiaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaalllllllll SSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSttttttttttttttttttttttttttttttttaaaaaaaaaaaaaaaaaaaaaaaaaaaaaatteemmmmmmmmmmeennnnnnnnnnnnnnnntttttttttss
FFoForrththhheeeepepepriririoododoeeeenddndndedededd33300SeSeeepptptpeemmbeeer 200201777111
4 SIGNIFICANT ACCOUNTING POLICIES continued
Intellectual property
Intellectual property is amortised over the useful life of the assets. Intellectual property relates to the output of ArborGen’s research and
development activities and is reviewed at least annually for impairment, and otherwise is amortised (on average) over 20 years. The useful
life is reviewed each balance date and adjusted if appropriate.
Trade and other receivables
Trade receivables are carried at cost, less provision for impairment. A provision for impairment of trade receivables is established when
there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The
amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash fl ows,
discounted at the effective interest rate. The movement in the provision is recognised in the income statement.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral
part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of
cash fl ows.
Assets held for sale and discontinued operations
Assets held for sale are assets whose carrying value will be recovered principally through sale rather than through continuing use. Assets
held for sale are stated at the lower of their carrying amount and fair value less costs to sell and are not depreciated or amortised while
they are classifi ed as held for sale.
A discontinued operation is a component of the Group’s business that represents a separate major line of business. Classifi cation as a
discontinued operation occurs upon disposal or when the operation meets the criteria to be classifi ed as held for sale, if earlier.
Impairment

The carrying amounts of the Group’s assets are reviewed regularly, including at each reporting date, to determine whether there is any
indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated and whenever the carrying amount of
an asset or its cash-generating unit exceeds its recoverable amount, an impairment loss is recognised in the income statement.
Impairment losses recognised in respect of cash-generating units are allocated fi rst to reduce the carrying amount of any goodwill
allocated to cash-generating units, and then to reduce the carrying amount of other assets in the cash-generating unit on a pro-rata basis.
The recoverable amount of non-fi nancial assets is the greater of their fair value less costs to sell or value in use. In assessing value in use,
the estimated future cash fl ows are discounted to their present value using a pre-tax discount rate that refl ects current market assessments
of the time value of money and the risks specifi c to the asset. For an asset that does not generate largely independent cash fl ows, the
recoverable amount is determined for the cash-generating unit to which the asset belongs. With the exception of goodwill, an impairment
loss is reversed if there has been a change in the estimates used to determine the recoverable amount.
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have
been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
Valuation of Liabilities
Trade and other payables
Trade and other payables are stated at cost.

16
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NNoteeesss ttoo tttttttttttttttthhhhheeeeeeeeeeeee CCCooooonnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnsssssssssssssssssssssssssssssssoooooooooooooooooooooooooooollllllllllllllllllllllllllliiiiiiiiiiiiiiiiiidddddddddddddddddddddddddaaaaaaaaaaaaattttttttttttttttttttttttttttttttttttteeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeedddddddddddddddddddddddddddddddddddddd FFiinnnaaaannnccciiiiiaalll SSSttaaaaatttteeemmmeennnnttts
FFoorrththhhhhhhhththhhhhhhhhhhhheeeeeeeeeeeeeperirirrododododooooooooeendndnndnnddddndndddddddddndddnedeeeeedeeeeeeeeee33300000000000000SeSptteememeeemememmmmmmbbebebbbebbebbebeeebebbbbbbbebbbeeeeeerrrrrrrrrrrrrrrrrrrrr202020202222020200202222022222022222222217171717177777777
4 SIGNIFICANT ACCOUNTING POLICIES continued
Provisions
A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, and
it is probable that an outfl ow of economic benefi ts will be required to settle the obligation. Provisions are measured at the Group’s best
estimate of the expenditure required to settle the present obligation. Provisions are determined by discounting the expected future cash
fl ows at a rate that refl ects current market assessments of the time value of money and, where appropriate, the risks specifi c to the liability.
Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition,
borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the income statement
over the period of the borrowings on an effective interest rate basis.
Deferred income tax
Deferred income tax is provided in full, using the balance sheet method, on temporary differences arising between the tax bases of assets
and liabilities and their carrying amounts in the consolidated fi nancial statements. Deferred income tax is not accounted for if it arises from
initial recognition of an asset or liability in a transaction, other than a business combination, that at the time of the transaction affects
neither accounting, nor taxable, profi t or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or
substantively enacted by the balance date and are expected to apply when the related deferred income tax asset is realised or the deferred
income tax liability is settled. The measurement of deferred taxation assets and liabilities refl ects the tax consequences that would follow
from the manner that the Group expects, at balance date, to recover or settle the carrying amount of its assets and liabilities. Deferred
income tax assets are recognised to the extent that it is probable that future taxable profi t will be available against which the temporary
differences can be utilised.
Derivative fi nancial instruments
The Group uses derivative fi nancial instruments for the purpose of managing its exposure to adverse fl uctuations in foreign currency
exchange rates and commodity prices. While these instruments are subject to fl uctuations in value, such fl uctuations are generally offset
by the change in value of the underlying exposures being hedged.
The Group policy specifi cally prohibits the holding or issuing of derivative fi nancial instruments for speculative purposes. Derivatives that
do not qualify for hedge accounting are classifi ed as fi nancial assets and are initially recognised at fair value at the date the contract is
entered into. The subsequent gains or losses arising from changes in the fair value of fi nancial assets are recognised immediately in the
income statement.
However, where derivatives qualify for hedge accounting, recognition of any resultant gain or loss depends on the nature of the item
being hedged.
Cash fl ow hedge
For cash fl ow hedge transactions in which the Group is hedging the variability of future cash fl ows related to a variable-rate asset, liability
or a forecasted transaction, the effective portion of the changes in the fair value of the derivative instrument are reported in the statement
of comprehensive income. The gains and losses on the derivative instrument that are reported in the statement of comprehensive income
are reclassifi ed to earnings in the periods in which earnings are impacted by the variability of the cash fl ows of the hedged item.
The ineffective portion of all hedges is recognised in current period earnings.
The net interest received or paid on the contracts is refl ected as interest income or expense of the related hedged position. Gains and losses
resulting from the termination of contracts are recognised over the original period hedged as long as the underlying cash fl ows are still
probable of occurring. If the hedged positions are sold, or the underlying cash fl ows are no longer probable of occurring, any unrealised
gains or losses are recognised in the current period.

17
RURUBRUBRUBRUBRUICOCOOCOIONNNNNN LLLIMIIIMIITEDTEDTEAANAD SD SUBSSUIDIDIIIAARRRIAARES S
NNNNNNNooootteeeeessss ttoo ttthhee CCCooooonnnnsssooollliiidddddaaattteeeeddd FFiinnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaannnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnncccccccccccciiiiiiaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaalllllllll SSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSttttttttttttttttttttttttttttttttaaaaaaaaaaaaaaaaaaaaaaaaaaaaaatteemmmmmmmmmmeennnnnnnnnnnnnnnntttttttttss
FFoForrththhheeeepepepriririoododoeeeenddndndedededd33300SeSeeepptptpeemmbeeer 200201777111
4 SIGNIFICANT ACCOUNTING POLICIES continued
Fair value hedges
Changes in the fair value of derivatives, which are designated and qualify as fair value hedges, are recorded in the income statement,
together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
Cash dividend to equity holders
The Group recognises a liability to make a cash distribution to equity holders when the distribution is authorised and the distribution is
no longer at the discretion of the company. As per the company law in New Zealand, a distribution is authorised when it is approved
by the directors. A corresponding amount is recognised directly in equity.
Income Determination
Revenue recognition
Revenue comprises the fair value of the consideration received for the sale of goods and services, net of any value added tax, returns,
rebates and discounts and after eliminating sales within the Group.
Goods sold
Revenue from the sale of goods is recognised in the income statement when the signifi cant risks and rewards of ownership have been
transferred to the buyer. Products are generally sold with volume discounts and customers have a right to return faulty product. Sales
are recorded based on the price negotiated with the customer, net of estimated volume discounts and returns. Historical experience
is used to estimate the level of returns likely and volume rebates are calculated on a preset formula.
Investment income
Interest income is recognised in the income statement as it accrues, using the effective interest method. Dividend income is recognised
in the income statement on the date the Group’s right to receive payment is established.
Finance expense
Finance expenses comprise interest payable on borrowings calculated using the effective interest rate method.
Leasing commitments
The Group leases certain plant, equipment, land and buildings. Leases in which a signifi cant portion of the risks and rewards of
ownership are retained by the lessor are classifi ed as operating leases. Operating lease payments are charged to the income statement
in the periods of expected benefi t.
Leases in which the Group assumes substantially all the risks and rewards of ownership are classifi ed as fi nance leases. Upon initial
recognition the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum
lease payments. Subsequent to initial recognition, the asset, leased under a fi nance lease, is accounted for in accordance with the
accounting policy applicable to that asset.
Research and development costs
All research costs are recognised as an expense when incurred. When a project reaches the stage where it is reasonably certain that
further expenditure can be recovered through the processes or products produced, development expenditure is recognised as a
development asset. The asset is amortised from the commencement of commercial production of the product to which it relates, over
the period of expected benefi t.

18
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NNoteeesss ttoo tttttttttttttttthhhhheeeeeeeeeeeee CCCooooonnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnsssssssssssssssssssssssssssssssoooooooooooooooooooooooooooollllllllllllllllllllllllllliiiiiiiiiiiiiiiiiidddddddddddddddddddddddddaaaaaaaaaaaaattttttttttttttttttttttttttttttttttttteeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeedddddddddddddddddddddddddddddddddddddd FFiinnnaaaannnccciiiiiaalll SSSttaaaaatttteeemmmeennnnttts
FFoorrththhhhhhhhththhhhhhhhhhhhheeeeeeeeeeeeeperirirrododododooooooooeendndnndnnddddndndddddddddndddnedeeeeedeeeeeeeeee33300000000000000SeSptteememeeemememmmmmmbbebebbbebbebbebeeebebbbbbbbebbbeeeeeerrrrrrrrrrrrrrrrrrrrr202020202222020200202222022222022222222217171717177777777
4 SIGNIFICANT ACCOUNTING POLICIES continued
Income tax
Income tax on the profi t or loss for the year comprises current and deferred tax. Income tax is recognised in the income statement except
to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at balance
date, and any adjustment to tax payable in respect of previous years.
Employee Benefi ts
Other employee benefi ts
Long service leave vests to certain employees after varying periods of service. The Group’s net obligation in respect of long service leave is
the amount of future benefi t that employees have earned in return for their service in the current and prior periods.
Share-based payments
The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally recognised as an expense,
with a corresponding increase in equity, over the vesting period of the awards.
Segmental Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-makers. The
Group has two reportable segments, which are the Group’s strategic business assets; being Tenon Clearwood (appearance and wood
products) and ArborGen (forestry genetics), which offer different products and services. The Group’s geographical segments are based on
both the location of customers and primary location of assets (refer to note 25 segmental information summary).
Goods and Services Tax
The income statement and statement of cash fl ow have been prepared exclusive of goods and services taxation.
Comparatives
Changes in prior year disclosure comparatives have been made to align with the current year presentation. Changes have been made to
the results for the year ended 30 June 2016 to refl ect Tenon’s US operations as discontinued.
Future NZ IFRS Pronouncements
Standards or interpretations issued but not yet effective and relevant to the Group.
The International Accounting Standards Board has issued a number of standards, amendments and interpretations which are not yet
effective and which may have an impact on the Group’s fi nancial statements. These are detailed below. The Group has not applied these
in preparing these fi nancial statements and will apply each standard in the period in which it becomes mandatory:
a) NZ IFRS 9 – Financial Instruments – Classifi cation and Measurement - This standard addresses the classifi cation, measurement and de-
recognition of fi nancial assets, fi nancial liabilities, impairment of fi nancial assets and hedge accounting, and will be effective for the
year ended 30 September 2019.
b) NZ IFRS 15 – Revenue from Contracts with Customers - This standard establishes the framework for revenue recognition, and will be
effective for the year ended 30 September 2019.
c) NZ IFRS 16 – Leases - This standard requires a lessee to recognise a lease liability refl ecting the future lease payments and a ‘right-of-use
asset’ for substantively all lease contracts, and will be effective for the year ended 30 September 2020.
The Group has not fully assessed the impact of these new standards or amendments.

19
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NNNNNNNooootteeeeessss ttoo ttthhee CCCooooonnnnsssooollliiidddddaaattteeeeddd FFiinnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaannnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnncccccccccccciiiiiiaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaalllllllll SSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSttttttttttttttttttttttttttttttttaaaaaaaaaaaaaaaaaaaaaaaaaaaaaatteemmmmmmmmmmeennnnnnnnnnnnnnnntttttttttss
FFoForrththhheeeepepepriririoododoeeeenddndndedededd33300SeSeeepptptpeemmbeeer 200201777111
5 FINANCIAL RISKS
The Group’s principal assets are the investments in Tenon Clearwood and ArborGen.
This note presents information about the Group’s potential exposure to fi nancial risks that the Group has identifi ed; the Group’s
objectives, policies and processes for managing those risks; the estimation of fair values of fi nancial instruments; and the Group’s
management of capital. Quantitative disclosures of some of the key fi nancial risks are made below.
5.1 ArborGen
ArborGen has exposure to fi nancial risks which are actively assessed and managed.
5.1(a) Foreign exchange risk
ArborGen is a US functional currency business, which operates in three geographies – the United States, Brazil and Australasia.
Australasian operations are self suffi cient from a funding perspective, and generally there are no cash fl ows between Australasia
and the US. Accordingly, the foreign exchange risk in Australasia is limited to the translation effect on its earnings and balance sheet
from movements in the USD against the NZD and AUD. The Brazil operations are to a large degree internally self-suffi cient from a
funding perspective, and in addition there has been a link between the Reais and the USD, which limits the effect of relative currency
movements to their translation impacts. There are no transactions in the US operations in a currency other than the USD.
5.1(b) Credit risk
ArborGen is at risk of customer default on payment for treestocks at the conclusion of a growing season. ArborGen mitigates this
risk by dealing with a wide-range of customers in multiple markets, by securing up-front deposits from selected customers for the
treestocks it grows each year, and by retaining title to product until fi nal customer payments have been made. The nature of ArborGen’s
activity is that its customers tend to require yearly repeat business, and historically customer payment defaults have not been material to
ArborGen’s business. However, in the US market (ArborGen’s largest market), as treestock orders are not considered to be unconditional
until late in the season each year, there remains the risk that orders cancelled prior to collection may not be able to be sold to other
customers during the remaining season.
5.1(c) Liquidity risk
ArborGen has banking facilities (in total $28 million (2016: $28 million)) with two banks in the United States. One of these facilities,
a $12.6 million reducing loan, matures in May 2036 and the other, a $15 million revolver, expires in August 2018. These facilities are
used to fund ArborGen’s working capital and capital expenditure needs in its US activities. ArborGen also has a NZ$4.25 million NZ-
based bank facility, which has an expiry date of 1 November 2018, which is used to fund its Australasian operations. If any of these
facilities were not to be renewed then ArborGen would need to obtain similar facilities from other banks, or an equivalent amount of
funding would need to be supplied by Rubicon, or through an ArborGen capital raising event. None of these ArborGen bank facilities
have recourse to Rubicon Limited.
During the reporting period ArborGen was not self-funding, although the commercial operations were cash positive. However,
ArborGen is forecast to be net cash positive moving forward, although it may continue to require intra-season working capital funding
(repayable at the end of the US selling season) from Rubicon.
5.1(d) Interest rate risk
ArborGen’s $12.6 million facility is at a fi xed interest rate. Its US revolver facility is LIBOR + a margin, and is currently fully fl oating. The
mix of fi xed and fl oating in these two facilities balances ArborGen’s relative US interest rate risk. This position is regularly reassessed
based on underlying macro-economic conditions and ArborGen’s cash fl ow projections.

20
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FFoorrththhhhhhhhththhhhhhhhhhhhheeeeeeeeeeeeeperirirrododododooooooooeendndnndnnddddndndddddddddndddnedeeeeedeeeeeeeeee33300000000000000SeSptteememeeemememmmmmmbbebebbbebbebbebeeebebbbbbbbebbbeeeeeerrrrrrrrrrrrrrrrrrrrr202020202222020200202222022222022222222217171717177777777
5 FINANCIAL RISKS continued
5.2 Tenon Clearwood
5.2(a) Key fi nancial risks and approach to risk management
Rubicon’s control of the Tenon Clearwood operations has continued over the reporting period, fi rst under the ownership of Tenon until 28
April 2017, then under the ownership of TCLP. The following discussion canvasses the risks in relation to TCLP’s ownership of the Tenon
Clearwood operations.
TCLP’s principal fi nancial instruments comprise receivables, payables, bank loans and overdrafts, cash and short-term deposits and
derivatives.
TCLP manages its exposure to the key fi nancial risks, foreign exchange risk, credit risk and liquidity risk, in accordance with approved
policies and in order to meet the terms of its bank credit facilities. TCLP enters into derivative transactions (principally forward currency
contracts) to manage currency risks. All such transactions are carried out within the approved guidelines. TCLP does not use derivative
fi nancial instruments for speculative purposes.
5.2(a) (i) Key TCLP FX sensitivities
Impact of movement in key sensitivities on -Profi t before
taxation
US$m
1 cent movement in:
NZ$:US$0.73
NZ$:EUR0.23
US$ against Tenon’s weighted basket of currencies0.53
Log Price - NZ$1/tonne (annual 300,000 tonnes) 0.21
The sensitivities calculated above are based upon the TCLP fi scal 2018 operating budget updated for current market conditions. It is
estimated that the US$ sensitivity against TCLP’s weighted basket of currencies would be $0.53 million under a full year of operation.
However, NZ$ log prices have historically tended to move with changes in the US$. If this was assumed in the US$ sensitivity against
Tenon’s weighted basket of currencies, the 1 cent sensitivity would reduce from $0.53 million to $nil. In calculating the sensitivities it is
assumed that key pricing variables remain constant.
5.2(a) (ii) Foreign exchange risk
TCLP operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to
the NZ$. TCLP’s functional currency is the US$. TCLP uses forward contracts to manage its foreign exchange risk arising from its day-
to-day commercial transactions. Foreign exchange risk arises when its commercial transactions and recognised assets and liabilities are
denominated in a currency other than the functional currency.
TCLP’s policy is to manage currency exchange rate exposure to limit the impact that any adverse changes in foreign exchange rates might
have on TCLP’s fi nancial position, profi tability and cash fl ow. Non-monetary assets are recorded in their functional currency, as determined
by the dominant currency of cash fl ows, sales prices, sales markets, expenses and debt structure. The currency denomination and quantum
of debt outstanding are managed so that economic risk exposure to currency movements on the aggregate of balance sheet and revenue
items is within policy limits.
5.2(a) (iii) Interest rate risk
TCLP’s has a LIBOR-based debt facility, and interest periods can be for a term of one, two, three or six months (or such other period or
periods as the lender and the borrower may agree). Borrowings issued at these short-term variable rates expose TCLP to market interest
rate risk. TCLP’s policy is to manage its interest position depending upon underlying interest rate exposures and economic conditions, and
also to meet the terms of the facility agreements.

21
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NNNNNNNooootteeeeessss ttoo ttthhee CCCooooonnnnsssooollliiidddddaaattteeeeddd FFiinnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaannnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnncccccccccccciiiiiiaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaalllllllll SSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSttttttttttttttttttttttttttttttttaaaaaaaaaaaaaaaaaaaaaaaaaaaaaatteemmmmmmmmmmeennnnnnnnnnnnnnnntttttttttss
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5 FINANCIAL RISKS continued
5.2(b) Credit risk
Credit risk is the risk of fi nancial loss to TCLP if a customer or counterparty to a fi nancial instrument fails to meet its contractual obligations,
and arises principally from receivables from customers and fi nancial derivatives it has entered into.
5.2(b) (i) Trade and other receivables
TCLP’s exposure to credit risk is infl uenced by the individual characteristics of each customer or counterparty. Credit arrangements are
entered into in accordance with credit rating limits and dollar limits. It is TCLP’s policy that all customers who wish to trade on credit
terms are subject to credit verifi cation procedures including an assessment of their independent credit rating, fi nancial position, past
experience and industry reputation. In the US, TCLP has entered into credit insurance arrangements for approximately 32% of trade
receivables (2016: 27%), thereby reducing the credit risk exposure. The total amount of policy cover is approximately $1.75 million and is
subject to certain blanket deductibles for individual customers. TCLP maintains a provision for doubtful debts based upon an estimate of
losses expected in respect of trade and other receivables (refer to note 27 (b) (i) exposure to credit risk, for analysis of accounts). TCLP has
balanced exposure in the US, operating in both the retail (home centre DIY) and pro-dealer (new home construction builder) segments
of the market, and in addition it sells to large customers in the European wood modifi cation market. In this way it operates a balanced
geographic, market segment, and customer strategy, thereby mitigating risk by diversifying the origin of its net cash fl ows. TCLP has three
customers who each represent between 10-15% of TCLP’s total annual revenues.
5.2(b) (ii) Financial derivatives
TCLP is exposed to counterparty risk in respect of potential default of a counterparty to a fi nancial instrument, with the maximum
exposure equal to the carrying amount of those instruments. Financial instruments are only undertaken with TCLP’s primary lending
institution to minimise the risk of default of counterparties.
5.2(c) Liquidity risk
Liquidity risk is the risk that TCLP will be unable to meet its fi nancial commitments as they fall due. TCLP’s treasury policy aims to maintain
fl exibility in funding by keeping committed credit lines available.
TCLP has bank facilities with the Bank of New Zealand (the specifi cs of which are discussed in detail in note 18 term and current debt),
which does not have any recourse to Rubicon Limited.
TCLP was in compliance with the fi nancial covenants included in its facilities throughout the 2017 fi scal period.
5.2(d) Capital management
TCLP’s objectives when managing capital are to maximise the return for the TCLP investors and safeguard TCLP’s ability to continue as a
going concern. In order to maintain or adjust the capital structure TCLP may buy back its shares, make shareholder distributions, issue new
shares or sell assets, subject to the terms of TCLP’s debt facility and partnership agreement.
5.2(e) Fair value estimation
Financial instruments are recorded in the balance sheet at an estimated fair value. In the 2017 and 2016 periods, foreign exchange
contracts are treated as effective hedges under NZ IAS 39 (refer note 4 signifi cant accounting policies, valuation of liabilities). The fair
value of fi nancial instruments traded in active markets is based on quoted market prices at balance date. The quoted market price used for
fi nancial assets held by TCLP is the exit price. The fair value of fi nancial instruments that are not traded in an active market is determined
by using valuation techniques. Externally sourced valuations are used to value foreign exchange contracts held at balance date.
In line with IFRS 13, the credit quality of counterparties was considered as part of the fair value measurement. The carrying value less
impairment provision of trade receivables and payables are assumed to approximate their fair values. The carrying amount of cash
and liquid deposits and bank overdrafts is equivalent to the fair value. Long-term fi nancial liabilities and other receivables are held at
amortised cost.

22
RURUBBICOICOICON LN LLLNIMIMIMIIIMTTEDTEDANAANANAD SSUBSIDIIDIIDAARRRIREEESS SSSSS SSSSSSSSSSSSSSSSSSSSSS
NNoteeesss ttoo tttttttttttttttthhhhheeeeeeeeeeeee CCCooooonnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnsssssssssssssssssssssssssssssssoooooooooooooooooooooooooooollllllllllllllllllllllllllliiiiiiiiiiiiiiiiiidddddddddddddddddddddddddaaaaaaaaaaaaattttttttttttttttttttttttttttttttttttteeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeedddddddddddddddddddddddddddddddddddddd FFiinnnaaaannnccciiiiiaalll SSSttaaaaatttteeemmmeennnnttts
FFoorrththhhhhhhhththhhhhhhhhhhhheeeeeeeeeeeeeperirirrododododooooooooeendndnndnnddddndndddddddddndddnedeeeeedeeeeeeeeee33300000000000000SeSptteememeeemememmmmmmbbebebbbebbebbebeeebebbbbbbbebbbeeeeeerrrrrrrrrrrrrrrrrrrrr202020202222020200202222022222022222222217171717177777777
5 FINANCIAL RISKS continued
5.3 Rubicon Limited
Rubicon’s capital includes share capital, reserves, retained earnings and minority interest, and Rubicon manages capital in such a manner
as to maintain stakeholder confi dence and safeguard Rubicon’s ability to continue as a going concern, whilst also maximising the return
for shareholders and sustaining resources for the future development of the business. In order to maintain or adjust the capital structure
Rubicon may pay dividends or return capital, or issue new shares or sell assets.
Liquidity risk management requires the maintenance of available cash combined with the availability of funding to meet the Company’s
needs as they develop. Rubicon prepares forecasts of its cash requirements and ensures it has fi nancial resources in place to meet its day-
to-day operating and investment needs.
In addition to the fi nancial risks applicable to its two principal investments (outlined above) Rubicon is exposed to fi nancial risk with respect
to its cash, short-term deposits and sub-debt loans. At balance date Rubicon Limited had borrowings of $6 million and $12.6 million
in cash (2016: debt $26 million, cash nil), and believes these resources, together with forecast proceeds from TCLP and funds yet to be
received from the liquidation of Tenon Limited, will be suffi cient to meet its funding needs through to 30 September 2018.
6 REPORTING CURRENCY
Rubicon reports in United States dollars (US$), consequently all fi nancial numbers are in US$ unless otherwise stated.
7 OPERATING EXPENSES INCLUDE
RUBICON GROUP
15 months
Sep 2017
US$m
Year ended
June 2016
US$m
Depreciation and amortisations included in:
Cost of sales expense (2) (1)
Administration:
Intellectual property (refer note 14) (1)–
Distribution expense (1)–
Total depreciation and amortisations (4) (1)
Cost of inventory expensed in cost of sales (90) (71)
Employee related expenses (21) (14)
Expenses incurred also includes payments made and accrued for:
- Directors fees for non-executive Directors of Rubicon for the current period of $0.5 million (paid in NZ$0.6 million), (2016: $0.4 million
(paid in NZ$0.5 million)).
- The statutory audit of the annual fi nancial statements and review of the interim fi nancial statements in the current period; for Rubicon
$0.1 million (2016: $0.1 million), for Tenon $0.5 million (2016: $0.5 million), TCLP $0.1 million (2016: nil) and ArborGen (PWC) $0.2
million (2016: nil).

23
RURUBRUBRUBRUBRUICOCOOCOIONNNNNN LLLIMIIIMIITEDTEDTEAANAD SD SUBSSUIDIDIIIAARRRIAARES S
NNNNNNNooootteeeeessss ttoo ttthhee CCCooooonnnnsssooollliiidddddaaattteeeeddd FFiinnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaannnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnncccccccccccciiiiiiaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaalllllllll SSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSttttttttttttttttttttttttttttttttaaaaaaaaaaaaaaaaaaaaaaaaaaaaaatteemmmmmmmmmmeennnnnnnnnnnnnnnntttttttttss
FFoForrththhheeeepepepriririoododoeeeenddndndedededd33300SeSeeepptptpeemmbeeer 200201777111
7 OPERATING EXPENSES INCLUDE continued
- Taxation services provided by KPMG for Rubicon in the current period of less than $0.1 million (2016: $0.1 million).
- Other services provided by the auditors for Rubicon in the current period were less than $0.1 million (2016: less than $0.1 million),
which include attendance at the annual meetings and agreed upon procedures.
- Until June 2017, Tenon’s NZ corporate offi ce subleased offi ce space from Rubicon. In addition the directors fees associated with the
Rubicon CEO serving as chairman of Tenon were paid to Rubicon for Rubicon’s account. Recovery of offi ce and administrative costs
and directors fees from Tenon were $0.2 million (2016: $0.2 million).
- Refer to Reporting and Disclosure and Auditors in the Corporate Governance section in this Annual Report for commentary on the
Audit Committee process in managing the relationship with the Auditor and confi rming their independence.

8 INCOME TAX EXPENSE
RUBICON GROUP
15 months
Sep 2017
US$m
Year ended
June 2016
US$m
Earnings before taxation 7 3
Taxation at 28% (2) (1)
Adjusted for:
Permanent differences1 –
Tax losses recognised/(written off) 1 1
Taxation (expense)/benefi t ––
9 CASH AND LIQUID DEPOSITS
Cash and liquid deposits comprises cash held by: Rubicon $19 million (inclusive of $6 million cash on deposit with Synovus to secure
the ArborGen debt facility) (2016: nil), Tenon $5 million (2016: $2 million), TCLP $4 million and ArborGen $3 million.
10 TRADE AND OTHER RECEIVABLES
RUBICON GROUP
Sep 2017
US$m
June 2016
US$m
Trade debtors 7 31
Prepayments 1 3
Other receivables 1 2
Trade and other receivables 9 36

24
RURUBBICOICOICON LN LLLNIMIMIMIIIMTTEDTEDANAANANAD SSUBSIDIIDIIDAARRRIREEESS SSSSS SSSSSSSSSSSSSSSSSSSSSS
NNoteeesss ttoo tttttttttttttttthhhhheeeeeeeeeeeee CCCooooonnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnsssssssssssssssssssssssssssssssoooooooooooooooooooooooooooollllllllllllllllllllllllllliiiiiiiiiiiiiiiiiidddddddddddddddddddddddddaaaaaaaaaaaaattttttttttttttttttttttttttttttttttttteeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeedddddddddddddddddddddddddddddddddddddd FFiinnnaaaannnccciiiiiaalll SSSttaaaaatttteeemmmeennnnttts
FFoorrththhhhhhhhththhhhhhhhhhhhheeeeeeeeeeeeeperirirrododododooooooooeendndnndnnddddndndddddddddndddnedeeeeedeeeeeeeeee33300000000000000SeSptteememeeemememmmmmmbbebebbbebbebbebeeebebbbbbbbebbbeeeeeerrrrrrrrrrrrrrrrrrrrr202020202222020200202222022222022222222217171717177777777
11 INVENTORY
RUBICON GROUP
Sep 2017
US$m
June 2016
US$m
Finished goods 11 64
Raw materials
(1)
111
Work in progress
(2)
156
Fair value adjustment on biological assets
(3)
4 –
Inventory 41 71
(1) Raw materials includes logs, seed and other items.
(2) Work in progress is principally growing seedling crop.
(3) Fair value adjustment on biological assets refl ects the change in fair value less costs to sell of biological assets (seedlings) as at
balance date.
12 TAXATION
Deferred taxation asset
Deferred income taxation assets and liabilities are offset when there is a legally enforceable right to do so and when the deferred income
taxes relate to the same fi scal authority.
RUBICON GROUP
Sep 2017
US$m
June 2016
US$m
The gross movement on the deferred taxation asset is as follows:
Opening provision for deferred taxation 8 11
Deferred taxation movement in period– (3)
Transfer to discontinued operations
(1)
(8) –
Deferred taxation asset – 8
Deferred taxation asset
Deferred taxation on assets – 7
Deferred taxation on liabilities – 1
Deferred taxation asset – 8

25
RURUBRUBRUBRUBRUICOCOOCOIONNNNNN LLLIMIIIMIITEDTEDTEAANAD SD SUBSSUIDIDIIIAARRRIAARES S
NNNNNNNooootteeeeessss ttoo ttthhee CCCooooonnnnsssooollliiidddddaaattteeeeddd FFiinnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaannnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnncccccccccccciiiiiiaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaalllllllll SSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSttttttttttttttttttttttttttttttttaaaaaaaaaaaaaaaaaaaaaaaaaaaaaatteemmmmmmmmmmeennnnnnnnnnnnnnnntttttttttss
FFoForrththhheeeepepepriririoododoeeeenddndndedededd33300SeSeeepptptpeemmbeeer 200201777111
12 TAXATION continued
Deferred taxation asset
RUBICON GROUP
Depreciation
US$m
Provisions
US$m
Tax losses
US$m
Current assets
US$m
Total
US$m
30 June 2016
Opening provision for deferred taxation (4) 2 14 (1) 11
Movement in deferred taxation –(1)(2)–(3)
Deferred taxation asset as at 30 June 2016
(4) 1 12 (1) 8
30 September 2017
Opening provision for deferred taxation (4) 1 12 (1) 8
Transfer to discontinued operations
(1)
4 (1) (12)1 (8)
Deferred taxation asset as at 30 September 2017
– – –– –
(1) As a result of Tenon’s disposition of all of its operations it derecognised all deferred taxation assets in the period.
NZ IFRS only allows the recognition of taxation assets when utilisation is considered probable, which is subject to the future earnings
of the Group and on meeting shareholder continuity and loss carry forward expiry dates. The Group had taxation losses (gross) at 30
September 2017 of $96 million, predominately in the United States, of which $29 million relates to ArborGen. Following the Rubicon
acquisition of ArborGen, tax loss utilisation in ArborGen is limited to $1.4 million per annum (gross).
Rubicon has imputation credits available to Rubicon shareholders of $3 million (2016: $3 million).
Deferred taxation (liability)
RUBICON GROUP
Sept 2017
US$m
June 2016
US$m
Opening provision for deferred taxation––
Deferred taxation on acquisition of ArborGen (6) –
Deferred taxation (liability)(6)–
Deferred taxation relates to timing differences on intellectual property and product development.

26
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NNoteeesss ttoo tttttttttttttttthhhhheeeeeeeeeeeee CCCooooonnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnsssssssssssssssssssssssssssssssoooooooooooooooooooooooooooollllllllllllllllllllllllllliiiiiiiiiiiiiiiiiidddddddddddddddddddddddddaaaaaaaaaaaaattttttttttttttttttttttttttttttttttttteeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeedddddddddddddddddddddddddddddddddddddd FFiinnnaaaannnccciiiiiaalll SSSttaaaaatttteeemmmeennnnttts
FFoorrththhhhhhhhththhhhhhhhhhhhheeeeeeeeeeeeeperirirrododododooooooooeendndnndnnddddndndddddddddndddnedeeeeedeeeeeeeeee33300000000000000SeSptteememeeemememmmmmmbbebebbbebbebbebeeebebbbbbbbebbbeeeeeerrrrrrrrrrrrrrrrrrrrr202020202222020200202222022222022222222217171717177777777
13 FIXED ASSETS
RUBICON GROUP
Sep 2017
US$m
June 2016
US$m
Cost
Land 20 6
Buildings 20 16
Building - fi nance lease 13 –
Plant and equipment36 47
Total cost 89 69
Accumulated depreciation
Buildings (6) (7)
Building - fi nance lease––
Plant and equipment (21) (36)
Total accumulated depreciation (27) (43)
Net book value
Land 20 6
Buildings 14 9
Building - fi nance lease 13 –
Plant and equipment15 11
Fixed assets net book value 62 26
Domicile of fi xed assets
Australasia 28 17
United States 34 9
Fixed assets net book value 62 26

27
RURUBRUBRUBRUBRUICOCOOCOIONNNNNN LLLIMIIIMIITEDTEDTEAANAD SD SUBSSUIDIDIIIAARRRIAARES S
NNNNNNNooootteeeeessss ttoo ttthhee CCCooooonnnnsssooollliiidddddaaattteeeeddd FFiinnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaannnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnncccccccccccciiiiiiaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaalllllllll SSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSttttttttttttttttttttttttttttttttaaaaaaaaaaaaaaaaaaaaaaaaaaaaaatteemmmmmmmmmmeennnnnnnnnnnnnnnntttttttttss
FFoForrththhheeeepepepriririoododoeeeenddndndedededd33300SeSeeepptptpeemmbeeer 200201777111
13 FIXED ASSETS continued
RUBICON GROUP
Fixed assets net book value
Land
US$m
Buildings
US$m
Building -
fi nance lease
US$m
Plant and
equipment
US$m
Capital work
in progress
US$m
Total
US$m
30 June 2016
Opening net book value 6 8 – 55 24
Additions–2 – 8 (5) 5
Depreciation charge– (1) –(2)– (3)
Fixed assets net book value as at 30 June 2016 6 9 – 11 – 26
30 September 2017
Opening net book value 6 9 – 11 – 26
Additions– – – 4 – 4
ArborGen assets accquired1610136 –45
Disposition of Tenon North American operations(2)(4)–(4) –(10)
Depreciation charge– (1)–(2)– (3)
Fixed assets net book value as at 30 Sep 2017
20 14 13 15– 62
14 INTELLECTUAL PROPERTY
RUBICON GROUP
Sep 2017
US$m
June 2016
US$m
Opening Balance – –
Acquired on acquisition of ArborGen 107 –
Capitalisation during period 1 –
Amortisation during period (1) –
Intellectual property 107 –

28
RURUBBICOICOICON LN LLLNIMIMIMIIIMTTEDTEDANAANANAD SSUBSIDIIDIIDAARRRIREEESS SSSSS SSSSSSSSSSSSSSSSSSSSSS
NNoteeesss ttoo tttttttttttttttthhhhheeeeeeeeeeeee CCCooooonnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnsssssssssssssssssssssssssssssssoooooooooooooooooooooooooooollllllllllllllllllllllllllliiiiiiiiiiiiiiiiiidddddddddddddddddddddddddaaaaaaaaaaaaattttttttttttttttttttttttttttttttttttteeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeedddddddddddddddddddddddddddddddddddddd FFiinnnaaaannnccciiiiiaalll SSSttaaaaatttteeemmmeennnnttts
FFoorrththhhhhhhhththhhhhhhhhhhhheeeeeeeeeeeeeperirirrododododooooooooeendndnndnnddddndndddddddddndddnedeeeeedeeeeeeeeee33300000000000000SeSptteememeeemememmmmmmbbebebbbebbebbebeeebebbbbbbbebbbeeeeeerrrrrrrrrrrrrrrrrrrrr202020202222020200202222022222022222222217171717177777777
15 INVESTMENT IN ARBORGEN
On 28 June 2017 Rubicon acquired the 66.66% of ArborGen shares held by its then partners International Paper and WestRock, and
as a result increased Rubicon’s 33.34% ownership interest to 100% of ArborGen’s issued share capital. The total purchase price for the
partners’ combined shareholding was $28.5 million, with Rubicon paying each partner $6.767 million (total $13.53 million) on 28 June
2017, and agreeing to pay each another $2.5 million on 31 December 2017 (total $5 million) and a fi nal $5 million each on 30 June
2018 (total $10 million). As part of the acquisition, Rubicon agreed with the partners that should it, prior to 30 June 2018, sell-down its
ArborGen position to a third party such that upon completion it holds less than 50% of the business (i.e. shares or assets), for a value
above that implied by the Rubicon acquisition purchase price, then Rubicon would make a cash payment to each partner equivalent to
their share of the sale gain. Separately, there are warrants outstanding equal to 5% of the issued ArborGen share capital, which reduces
Rubicon’s effective economic exposure to ArborGen to 95%. These warrants arose out of ArborGen’s purchase of Cellfor in 2012, and
represent part-consideration for that acquisition. The warrants are automatically exercised upon an IPO of ArborGen, or alternatively at
any time if 66.67% of the warrant holders so elect. The warrants can also be exercised by ArborGen, upon either a sale of substantially
all of the ArborGen business or of a sale of 50.01% or more of ArborGen’s share capital. In addition, the ArborGen senior management
team hold options in respect of 5.3% of ArborGen’s issued share capital. These options are fully vested and can be exercised (subject to
service conditions) at the price per share paid by Rubicon when it acquired 100% of ArborGen, by the holders upon an IPO of ArborGen,
a sale of substantially all of the assets of ArborGen, or upon a sale or restructuring event (including the issuance of new share capital to a
third party) where following such event Rubicon holds less than a 50.01% ownership position.
RUBICON GROUP
June 2017
US$m
June 2016
US$m
Carrying value of associate
(1)
Balance at the beginning of the period 91 87
Capital contributions during period – 4
Earnings of associate 1 1
Effect of exchange rate changes – (1)
Total investment in associate (as at 28 June 2017) 92 91
Earnings relating to associate
(2)
Revenue 49 37
Profi t from associate 4 3
Group's share of earnings relating to associate (to 28 June 2017) 1 1
(1) ArborGen has a 31 March balance date. ArborGen has been accounted for as an associate of Rubicon through to 28 June 2017.
Because of the different timing of the lifting seasons in the US and NZ, the results for the period refl ect a full year revenue in the US,
approximately 15 months revenue in NZ, and 15 months of expenses in both jurisdictions.
(2) 100% of ArborGen’s operations.

29
RURUBRUBRUBRUBRUICOCOOCOIONNNNNN LLLIMIIIMIITEDTEDTEAANAD SD SUBSSUIDIDIIIAARRRIAARES S
NNNNNNNooootteeeeessss ttoo ttthhee CCCooooonnnnsssooollliiidddddaaattteeeeddd FFiinnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaannnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnncccccccccccciiiiiiaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaalllllllll SSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSttttttttttttttttttttttttttttttttaaaaaaaaaaaaaaaaaaaaaaaaaaaaaatteemmmmmmmmmmeennnnnnnnnnnnnnnntttttttttss
FFoForrththhheeeepepepriririoododoeeeenddndndedededd33300SeSeeepptptpeemmbeeer 200201777111
15 INVESTMENT IN ARBORGEN continued
RUBICON GROUP
Recognised assets and liabilities acquired of ArborGen
June 2017
US$m
Cash 2
Trade receivables and other3
Inventory23
Fixed assets45
Intellectual property and product development107
Total assets180
Current liabilities(13)
Current debt(11)
Deferred taxation liability(6)
Term liabilities(26)
Total liabilities(56)
Fair value of identifi able net assets124
Pre-existing investment in ArborGen(92)
32
Rubicon acquisition price29
Net fair value adjustment on associate investment and bargain purchase gain arising on acquistion3
Less currency translation reverse reclassifi ed to earnings (1)
Net fair value gain
(3)
2
(3) Under NZ IFRS, the acquisition of 100% of ArborGen required the re-measurement of Rubicon’s existing 33.34% investment. This
exercise was completed on 24 November 2017 and resulted in the recording of a net fair value loss of $48 million to the previous
associate investment carrying value, because NZ IFRS requires us to treat the equity investment as having been disposed of. All the
cumulative foreign exchange differences (accumulated in currency translation reserve) have been reclassifi ed from equity to earnings,
resulting in an expense of $1 million. Separately, NZ IFRS also required the determination of the fair value of ArborGen identifi able
assets and liabilities upon Rubicon’s 100% acquisition on 28 June 2017, compared to Rubicon’s purchase price paid, and this exercise
was completed on 24 November 2017. A fair value of $124 million (100%) was derived, which resulted in a bargain purchase gain
on acquisition of $51 million.
The reason the purchase price, in this instance, does not refl ect the fair value of the ArborGen business acquired is because an
orderly sales process was not run for the business. This was due to the unique nature of the then governing ArborGen shareholders’
agreement, which included strong pre-emptive rights over existing partners’ interests in the event of a sale, and also minority veto
rights in favour of the remaining partner. This meant that a 50.01% ownership interest would not have bought effective control of
the business. Given Rubicon was not prepared to forgo these protective provisions, this in turn meant that the exiting partners were
effectively unable to run a sales process for their respective shareholdings. Accordingly, we believe the business was acquired at a
‘bargain purchase price’ as defi ned by NZ IFRS, requiring a separate fair value determination of the identifi able assets and liabilities
acquired to be made. In determining the fair value of the ArborGen business acquired, we referenced and utilised the work of a third
party independent valuation report. That report was prepared for the ArborGen Board of Directors in May 2017, in support of the
valuation of options issued to ArborGen management in June 2017. The report used a discounted cash fl ow (DCF) model projection,
over a 10-year period inclusive of a terminal value. Only existing core ArborGen markets were valued (i.e. Australia, New Zealand,
United States and Brazil), with growth market opportunities (outside of the core) excluded from the analysis. Separate demand

30
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NNoteeesss ttoo tttttttttttttttthhhhheeeeeeeeeeeee CCCooooonnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnsssssssssssssssssssssssssssssssoooooooooooooooooooooooooooollllllllllllllllllllllllllliiiiiiiiiiiiiiiiiidddddddddddddddddddddddddaaaaaaaaaaaaattttttttttttttttttttttttttttttttttttteeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeedddddddddddddddddddddddddddddddddddddd FFiinnnaaaannnccciiiiiaalll SSSttaaaaatttteeemmmeennnnttts
FFoorrththhhhhhhhththhhhhhhhhhhhheeeeeeeeeeeeeperirirrododododooooooooeendndnndnnddddndndddddddddndddnedeeeeedeeeeeeeeee33300000000000000SeSptteememeeemememmmmmmbbebebbbebbebbebeeebebbbbbbbebbbeeeeeerrrrrrrrrrrrrrrrrrrrr202020202222020200202222022222022222222217171717177777777
15 INVESTMENT IN ARBORGEN continued
projections were determined for each geography and end-use market. ArborGen’s addressable seedling market for each was estimated, as
was seedling type (e.g. softwood or hardwood, species, and production technology employed (i.e. traditional, MCP, varietal, transgenic)),
and sales price and cost by product for each market. The largest market and greatest valuation sensitivity resides with the US, where the
model assumed that over a 10-year period, the market size will grow to more than 900 million seedlings per annum, and that ArborGen’s
market share will increase to represent approximately 45% of that total market, and its customers will increasingly move to a higher
share of advanced treestocks in their loblolly pine estates, such that by the terminal year (i.e. year 10) 40% of ArborGen’s loblolly sales
will be in traditional open pollinated (OP) units, with 60% being represented by advanced genetics - i.e. 50% MCP and 10% varietal. For
the purposes of the fair value on acquisition assessment the composite discount rate applied to those cash fl ow projections was 21.3%
nominal pre-tax, and the terminal growth rate (TGR) was 3% nominal (i.e. zero real TGR under a 3% infl ation assumption). On the basis
of those assumptions the model derived a fair value of ArborGen’s identifi able assets and liabilities on acquisition of $124 million. This
value was then compared with that derived from ‘multiples’ applied to the future revenue numbers projected. Using NZ IFRS terminology,
these methods utilised Level 3 and Level 2 inputs respectively, refl ecting the observable certainty that each has.
For impairment testing purposes at balance date, as required by NZ IFRS, a value-in-use (VIU) approach was adopted. As this terminology
implies, this is the estimated value to be derived from continued ownership of the ArborGen business. The VIU analysis utilised the same
DCF model (as above) to derive mid-case ($288 million) and high-case ($407 million) value outcomes, by changing the discount rate, TGR,
and advanced genetics adoption assumptions. The mid-case used exactly the same cash fl ow assumptions as were used to determine the
$124 million ArborGen identifi able assets and liabilities acquisition value (above), however the discount rate applied to those cash fl ows
was 15.75% pre-tax and the TGR was 3.76% nominal. The high-case assumes United States advanced genetics sales of 80% (70% MCP
and 10% varietal) in the terminal year, and a pre-tax discount rate of 15.25% together with a TGR of 5% (i.e. 2% real). By way of example
of sensitivity, if the discount rate and the TGR assumptions in the high case were the same as used in the mid-case, the $407 million VIU
would decrease to $345 million, implying a product adoption sensitivity of $57 million (i.e. the difference between the mid-case value of
$288 million and $345 million), being the value uplift from moving from 60% advanced genetics adoption in the terminal year, to 80%.
16 GOODWILL
RUBICON GROUP
Sep 2017
US$m
June 2016
US$m
Opening balance 54 85
Disposition of Tenon North American operations
(1)
(36)–
Tenon North American operations impairment recognised in discontinued operations
(1)
–(31)
Goodwill 18 54
(1) Following Tenon’s sale of its North American operations all goodwill relates solely to the Tenon Clearwood operations. Recoverable
amount of goodwill is assessed for the business as a single cash generating unit. The recoverable amount of the goodwill is the greater of
its fair value less cost to sell or value in use. In assessing whether an impairment of the carrying value of TCLP (inclusive of goodwill) was
required at balance date, reference was made to the independent Grant Samuel Report prepared in February 2017. That report, which
followed a full sales process of the clearwood business (run by the Tenon independent directors) and which concluded with the TCLP
offer, derived a value range of $52 - $62.5 million. That value was based on a ~5-6 times EBITDA multiple on a fi scal 17 EBITDA forecast
of $10.5 million. Since the preparation of that report, TCLP’s earnings have been largely in line with the Grant Samuel report projection,
and as the purchase price paid was $55.2 million (i.e. towards the middle of the independent valuation range), there is no evidence of a
carrying value impairment to TCLP. Rubicon’s net equity investment in TCLP at 30 September is approximately $16 million, being the initial
investment of $14.2 million (i.e. ($55.2 million purchase price less $23.5 million acquisition debt x 44.88%) plus Rubicon’s share of net
earnings post-acquisition.

31
RURUBRUBRUBRUBRUICOCOOCOIONNNNNN LLLIMIIIMIITEDTEDTEAANAD SD SUBSSUIDIDIIIAARRRIAARES S
NNNNNNNooootteeeeessss ttoo ttthhee CCCooooonnnnsssooollliiidddddaaattteeeeddd FFiinnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaannnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnncccccccccccciiiiiiaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaalllllllll SSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSttttttttttttttttttttttttttttttttaaaaaaaaaaaaaaaaaaaaaaaaaaaaaatteemmmmmmmmmmeennnnnnnnnnnnnnnntttttttttss
FFoForrththhheeeepepepriririoododoeeeenddndndedededd33300SeSeeepptptpeemmbeeer 200201777111
17 TRADE, OTHER PAYABLES AND PROVISIONS
RUBICON GROUP
Sep 2017
US$m
June 2016
US$m
Trade creditors (10) (26)
Accrued employee benefi ts (7) (7)
Other payables (1) (3)
Accruals– (6)
Seedling deposits from customers (5) –
Trade, other payables and provisions (23) (42)
18 TERM AND CURRENT DEBT
RUBICON GROUP
Summary of repayment terms
ArborGen
Sep 2017
TCLPRubicon
Sep 2017
US$m
June 2016
US$m
Due for repayment:
Less than one year (8) (4) (6) (18) (29)
between one and two years (3) (4)– (7) (3)
between two and three years (1)–– (1) (3)
between three and four years

(1)–– (1) (29)
between four and fi ve years(1) (15)–(16)–
after fi ve years (8) ––(8)–
Total term and current debt (22) (23) (6) (51) (64)
Summary of Interest Rates by Repayment Period
Sep 2017
%
June 2016
%
Due for repayment:
Less than one year 6.99% 8.44%
between one and two years 4.75% 5.28%
between two and three years 4.95% 5.28%
between three and four years 4.95% 5.02%
between four and fi ve years4.69%–
after fi ve years4.95% –
Current debt - weighted average interest rate 6.99% 8.44%
Term debt - weighted average interest rate 4.75% 5.07%
The weighted average interest rates refl ect the effective interest rate, inclusive of fee amortisations.

32
RURUBBICOICOICON LN LLLNIMIMIMIIIMTTEDTEDANAANANAD SSUBSIDIIDIIDAARRRIREEESS SSSSS SSSSSSSSSSSSSSSSSSSSSS
NNoteeesss ttoo tttttttttttttttthhhhheeeeeeeeeeeee CCCooooonnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnsssssssssssssssssssssssssssssssoooooooooooooooooooooooooooollllllllllllllllllllllllllliiiiiiiiiiiiiiiiiidddddddddddddddddddddddddaaaaaaaaaaaaattttttttttttttttttttttttttttttttttttteeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeedddddddddddddddddddddddddddddddddddddd FFiinnnaaaannnccciiiiiaalll SSSttaaaaatttteeemmmeennnnttts
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18 TERM AND CURRENT DEBT continued
Debt facilities available
ArborGen
US$m
TCLP
US$m
Rubicon
US$m
GROUP
US$m
September 2017 31 23 660
March 2018 31 21 6 58
September 2018 14 19 – 33
September 2019 1115 – 26
September 2020 1015 – 25
September 20219 15 –24
September 2022 9 – –9
Tenon repaid all of its debt following the sale of its US operations in December 2016 and the subsequent sale of its New Zealand clearwood
operations to TCLP.
In February 2017, TCLP signed a multi option agreement facility with the Bank of New Zealand (BNZ), which was utilised on 28 April 2017
in conjunction with the acquisition of Tenon’s New Zealand clearwood assets. The BNZ facility comprises a $23.5 million fi ve-year amortising
cash advance facility and a NZ$4.3 million interchangeable facility. TCLP’s cash advance facility limit reduces by $2.125 million every six
months from (and including) 31 December 2017, until 30 June 2019, when it reduces to $15 million and remains at that level through to
expiry on 28 April 2022. TCLP’s new facility has the following fi nancial ratios and covenants, each of which was met during the period -
- Leverage ratio is the ratio of net debt to EBITDA, with the maximum permitted leverage ratio being 2.75 times until 30 June 2018, and
thereafter 2.5 times
- Interest cover ratio is the ratio of EBIT to net interest expense, with the minimum permitted interest cover ratio being 3 times
- Total assets of the guaranteeing group must be at least 95% of the total assets of the TCLP group
- EBITDA of the guaranteeing group must be at least 95% of the EBITDA of the TCLP group.
Permitted distributions are restricted to 100% of net profi t after tax (NPAT) if the leverage ratio is less than 2 times, and 75% of NPAT if the
leverage ratio is greater than 2 times.
ArborGen has debt facilities with the following banks: Synovus Financial Corporation (Synovus) and AgSouth Farm Credit (AgSouth) in
the United States, and Westpac New Zealand Limited (Westpac) in New Zealand. ArborGen has a non-revolving promissory note issued
to AgSouth for $12.6 million bearing interest at 4.95%, with a maturity date of 1 May 2036, which is secured against the ArborGen’s
US real estate properties. Annual principal repayments of $0.6 million are due 1 May each year. ArborGen has a credit agreement with
Synovus, which provides for a $15 million revolving line of credit (LOC) bearing interest at the 30 day LIBOR base rate plus 2.75%, subject
to a minimum annual rate of 4.25%. The LOC has a maturity date of 31 August 2018 and is collateralised by all the United States assets
not otherwise pledged under the AgSouth note. The terms of the LOC limit borrowings to $6 million for a continuous 60 day period

33
RURUBRUBRUBRUBRUICOCOOCOIONNNNNN LLLIMIIIMIITEDTEDTEAANAD SD SUBSSUIDIDIIIAARRRIAARES S
NNNNNNNooootteeeeessss ttoo ttthhee CCCooooonnnnsssooollliiidddddaaattteeeeddd FFiinnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaannnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnncccccccccccciiiiiiaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaalllllllll SSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSttttttttttttttttttttttttttttttttaaaaaaaaaaaaaaaaaaaaaaaaaaaaaatteemmmmmmmmmmeennnnnnnnnnnnnnnntttttttttss
FFoForrththhheeeepepepriririoododoeeeenddndndedededd33300SeSeeepptptpeemmbeeer 200201777111
18 TERM AND CURRENT DEBT continued
between 1 March and 31 August of each year. The Synovus agreement requires ArborGen to maintain a $6 million certifi cate of deposit
with Synovus until settlement of the LOC obligation. The credit agreements with both Synovus and AgSouth require ArborGen to maintain
a minimum net worth of $24 million, which was met at 30 September 2017. ArborGen New Zealand Unlimited (ArborGen NZ) has an
agreement with Westpac for a multi option credit facility (MOCF) for an amount up to NZ$4.25 million, with a maturity date of 1 November
2018. The Westpac facility is collateralised by mortgages over ArborGen NZ’s assets. ArborGen NZ met all of the fi nancial covenants required
by Westpac as of 30 September 2017, including: EBIT/Interest coverage of more than 1.75 times, equity ratio of not less than 60% of
adjusted tangible assets, and loan:value ratio less than 50% of secured property.
Rubicon utilised the proceeds of Tenon’s (December 2016) capital return to repay its $20 million debt with the ANZ in full, so that at
30 September 2017 Rubicon had no outstanding bank debt facilities. In 2015 Rubicon issued $7 million of unsecured subordinated
debt notes (Notes), which were taken up by Rubicon Board and management. On 31 March 2017, $2 million (plus accrued interest
$0.3 million) of these Notes were repaid, leaving Rubicon’s major shareholder and Director David Knott holding all the remaining Notes
totalling $5 million (plus accrued interest). Interest accrued on that balance was capitalised to the principal, and at 30 September 2017
the outstanding balance was $6 million (2016: $7 million). From 30 September 2017, interest is to be paid monthly, at the rate of 12%
per annum, refl ecting the unsecured nature of the Notes, and is inclusive of all fees. The Notes have a maturity date of 1 July 2018.
19 CAPITAL
RUBICON GROUP
Sept 2017
US$m
June 2016
US$m
Share capital at the beginning of the period188 188
Issue of shares
(1)
13 –
Share capital 201 188
Sept 2017June 2016
Opening shares on issue 409,051,378 409,051,378
Issue of shares
(1)
78,856,965 –
NNumber of shares on issue487,908,343409,051,378
(1) In June 2017 Rubicon placed 56.8 million ordinary shares to Libra Fund LP and 22.1 million to Knott Partners LP. The shares were issued
at the 10-day VWAP (NZ21.78 cents per share) raising $12.5 million (NZ$17.175 million) in new capital.

34
20 RESERVES
RUBICON GROUP
Retained earnings
Sep 2017
US$m
June 2016
US$m
Opening balance (46) (30)
Net earnings(6)(16)
Revaluation transferred to retained earnings on disposal
(1)
1–
Closing balance (51) (46)
Revaluation reserve
Opening balance 1 1
Revaluation transferred to retained earnings on disposal
(1)
(1)–
Closing balance – 1
Currency translation reserve
Opening balance (3) (2)
Translation of independent foreign operations – (1)
Transfer to earnings3–
Closing balance – (3)
Total reserves (51) (48)
(1) The revaluation reserve relates to Tenon’s North American operations disposed.
21 EQUITY ATTRIBUTABLE TO MINORITY SHAREHOLDERS
RUBICON GROUP
Sep 2017
US$m
June 2016
US$m
Opening balance 40 49
TCLP minority investment17 –
Tenon capital return
(1)
(46) –
Net earnings– (8)
Movement in hedge reserve – 1
Tenon dividend (1)(2)
Equity attributable to minority shareholders 10 40
(1) In the period Tenon completed two court-approved share cancellations and pro-rata returns of capital, the minority share of which was
$46 million. Upon consolidation, the capital returns paid to Rubicon are eliminated.
22 CAPITAL EXPENDITURE COMMITMENTS
Other than the outstanding deferred settlement payments of $15 million in relation to the ArborGen acquisition (refer note 15), the Group
had no material capital expenditure commitments as at 30 September 2017.
NNoteeesss ttoo tttttttttttttttthhhhheeeeeeeeeeeee CCCooooonnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnsssssssssssssssssssssssssssssssoooooooooooooooooooooooooooollllllllllllllllllllllllllliiiiiiiiiiiiiiiiiidddddddddddddddddddddddddaaaaaaaaaaaaattttttttttttttttttttttttttttttttttttteeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeedddddddddddddddddddddddddddddddddddddd FFiinnnaaaannnccciiiiiaalll SSSttaaaaatttteeemmmeennnnttts
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35
23 GROUP LEASE COMMITMENTS
The expected future minimum rental payments required under leases (including capitalised fi nance leases) that have initial or remaining
non-cancellable lease terms in excess of one year at 30 September 2017 are as follows:
RUBICON GROUP
Sep 2017
US$m
June 2016
US$m
Lease commitments are as follows:
Within one year 2 10
two years 2 8
three years 2 6
four years 2 4
fi ve years 2 3
After fi ve years 12 12
Total lease commitments 22 43
Lease commitments relate mainly to occupancy leases of buildings and vehicles.
ArborGen has a lease agreement for its research, development and headquarters facility at its head offi ce complex in Ridgeville South
Carolina. The 20-year lease, which commenced in February 2012, has 14.5 years remaining. Under the terms of the lease ArborGen is
obligated to pay annual rent of $1.4 million and has an option to purchase the facility at the higher of market value or the landlord’s
investment plus 5%. This lease is treated as a fi nance lease under NZ IFRS, which means that both the lease asset and liability are
capitalised on the balance sheet. Over the term of the lease the asset is depreciated and the lease liability amortised.
In order to provide the necessary level of support required to have the facility developed, in 2012 each of the ArborGen partners
agreed to guarantee $2 million (each) of ArborGen’s future lease payments. Under the ArborGen sale and purchase agreement,
Rubicon assumed the guarantees of both International Paper and WestRock (given it would be the 100% owner of ArborGen, and
in effect, economically exposed to the full lease commitment in any case). WestRock and International Paper each have the right to
call for a $0.5 million payment from Rubicon on 30 June 2019, which if called would eliminate Rubicon’s assumed partner guarantee.
All other leases, and therefore lease commitments in the above table, are operating leases.
24 REMUNERATION
Key management compensation
Salaries and other short-term employee benefi ts paid to Rubicon, ArborGen, TCLP and Tenon key management employees were $8
million (June 2016: $3 million), which includes payments of $5 million to exiting employees of Tenon.
In December 2016 the period the fi nal payment ($0.3 million), in respect of the Rubicon non-executive Director and executives 2013
TSR plans, was made. This was expensed, and these plans were both terminated in the 2014 fi nancial year.
Upon the 100% acquisition of ArborGen by Rubicon, a plan was put in place to retain ArborGen senior management. The benefi t
under this plan totals $2 million, and provides for the payment by ArborGen of up to $1 million on 1 July 2018 and another $1 million
on 1 July 2019 to senior executives. The package is split across ten individuals, with the requirement being that an individual must still
be employed by ArborGen on those respective dates in order for them to receive a payment on those dates. If an individual is made
redundant by ArborGen, then they will immediately receive the benefi t of the plan.
RURUBRUBRUBRUBRUICOCOOCOIONNNNNN LLLIMIIIMIITEDTEDTEAANAD SD SUBSSUIDIDIIIAARRRIAARES S
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FFoForrththhheeeepepepriririoododoeeeenddndndedededd33300SeSeeepptptpeemmbeeer 200201777111

36
25 SEGMENTAL INFORMATION SUMMARY
The Group has two reportable segments and their analysis is as follows:
RUBICON GROUP
Appearance and wood products
15 months
Sep 2017
US$m
Year ended
June 2016
US$m
Total revenue 263 430
Operating revenue - discontinued 154 340
Operating revenue - continuing 109 90
Financing expense (1) –
Net earnings after taxation from continuing operations 9 6
Net earnings after taxation from discontinued operations (13) (27)
Total assets 62189
Total assets - discontinued5136
Total assets - continuing5753
Liabilities(33)(81)
Liabilities - discontinued(1)(73)
Liabilities - continuing(32)(8)
Capital expenditure (3) (5)
Depreciation (2) (1)
Forestry genetics
Operating revenue
6 –
Share of (loss)/profi t from associate
1 1
Financing expense
(1) –
Net earnings after taxation from continuing operations
11
Total assets
19391
Investment in associate
–91
Liabilities
(53)–
Capital expenditure
(1)
(2) (4)
Depreciation and amortisation of intellectual property

(2) –
Corporate
Financing expense
(2) (2)
Net earnings after taxation from continuing operations
(3) (4)
Total assets
13 1
Liabilities
(22) (28)
RURUBBICOICOICON LN LLLNIMIMIMIIIMTTEDTEDANAANANAD SSUBSIDIIDIIDAARRRIREEESS SSSSS SSSSSSSSSSSSSSSSSSSSSS
NNoteeesss ttoo tttttttttttttttthhhhheeeeeeeeeeeee CCCooooonnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnsssssssssssssssssssssssssssssssoooooooooooooooooooooooooooollllllllllllllllllllllllllliiiiiiiiiiiiiiiiiidddddddddddddddddddddddddaaaaaaaaaaaaattttttttttttttttttttttttttttttttttttteeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeedddddddddddddddddddddddddddddddddddddd FFiinnnaaaannnccciiiiiaalll SSSttaaaaatttteeemmmeennnnttts
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37
RUBICON GROUP
Total Group
15 months
Sep 2017
US$m
Year ended
June 2016
US$m
Total revenue
269 430
Operating revenue - discontinued
154 340
Operating revenue - continuing - per income statement
115 90
Share of (loss)/profi t from associate
1 1
Financing expense
(4) (2)
Net earnings after taxation from continuing operations
7 3
Net earnings after taxation from discontinued operations
(13) (27)
Total assets - per balance sheet
268 281
Total assets - discontinued
5136
Total assets - continuing
263145
Investment in associate
–91
Liabilities - per balance sheet
(108)(109)
Liabilities - discontinued
(1)(73)
Liabilities - continuing
(107)(36)
Capital expenditure
(5)(9)
Depreciation and amortisation of intellectual property
(4) (1)

The Group’s geographical analysis is as follows:
RUBICON GROUP
Australasia and South America
Sep 2017
US$m
June 2016
US$m
Operating revenue 34 23
Non current assets
(2)
46 36
North America and Europe
Operating revenue 81 67
Non current assets
(2)
141 136
Total Group
Operating revenue 115 90
Non current assets
(2)
187 172
(1) Includes contributions to ArborGen in the June 2016 year.
(2) Excludes deferred taxation asset and fi nancial instruments.
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NNNNNNNooootteeeeessss ttoo ttthhee CCCooooonnnnsssooollliiidddddaaattteeeeddd FFiinnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaannnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnncccccccccccciiiiiiaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaalllllllll SSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSttttttttttttttttttttttttttttttttaaaaaaaaaaaaaaaaaaaaaaaaaaaaaatteemmmmmmmmmmeennnnnnnnnnnnnnnntttttttttss
FFoForrththhheeeepepepriririoododoeeeenddndndedededd33300SeSeeepptptpeemmbeeer 200201777111
25 SEGMENTAL INFORMATION SUMMARY continued

38
26 PRINCIPAL OPERATIONS
Rubicon Limited (a New Zealand incorporated limited liability company) is the holding company of the Rubicon Group. The principal
subsidiaries, as at 30 September 2017, were:
Country of
Domicile
% Interest
Sep 2017
% Interest
June 2016
Balance
Date
Principal Activity
Principal subsidiaries
Rubicon Forests Holdings LimitedNZ10010030 SepHolds 59.78% interest in Tenon
Rubicon TC Holdings Limited Partnership
(1)
NZ10030 SepHolds a 44.88% interest in TCLP
Rubicon Clearwood GP Limited
(2)
NZ10030 SepGeneral Partner to TCLP
Rubicon Industries USA LLCUSA10010030 JuneHolds ArborGen, Inc investment
Tenon Clearwood Limited Partnership
(2)
NZ44.8831 MarchWood products
Tenon Clearwood Limited Partnership
subsidiary
Taupo Wood Solutions LLCUSA10031 MarchWood products
Tenon LimitedNZ59.7859.7830 JuneWood products
ArborGen Inc
(3)
USA10033.3431 MarchForestry genetics
ArborGen Inc subsidiaries
ArborGen Comercie de Produtos
Florestal Importacao e Exportacao LTDA
Brazil10010031 MarchForestry genetics
ArborGen Technologia Florestal LTDABrazil10010031 MarchHolding company
ArborGen New Zealand Holding LLCUSA10010031 MarchHolding company
ArborGen New Zealand UnlimitedNZ10010031 MarchForestry genetics
ArborGen Australia Holdings Pty LtdAustralia10010031 MarchHolding company
ArborGen Australia Pty LtdAustralia10010031 MarchForestry genetics
(1) On 28 April 2017, following the preparation of an independent appraisal report by Grant Samuel and a Tenon shareholder vote (in which
Rubicon did not participate), TCLP acquired the Clearwood assets and operations from Tenon. TCLP is a Limited Partnership, and given its
extensive management knowledge of this business, the partners agreed that Rubicon should fulfi l the General Partner operational role for
TCLP (see footnote (2) below). Rubicon also has a 50.01% interest in TCLP, being a direct ownership of 44.88% of the issued TCLP shares,
and (inclusive of rights under separate voting rights agreements) a 50.01% voting control of TCLP. Rubicon Board and management* (and
their associates), who in aggregate hold 5.13% of TCLP (paid for at the same per share price as the total TCLP transaction), have each
given (subject to their right to withdraw) their TCLP voting rights to Rubicon. In addition to raising the funds required to subsequently
complete the 100% acquisition of ArborGen, this ownership and voting right structure fulfi lled the dual Rubicon objectives of incentivising
management to maximise the performance of TCLP and of satisfying the understanding with the TCLP investing parties at the time that
Rubicon’s direct ownership would be below 50% after fi nal completion of the transaction. The TCLP Limited Partners have pre-emptive
rights (in any subsequent transaction, at the transaction ‘transfer’ price proposed) over existing Partners shares should they choose to sell.
(2) Rubicon Clearwood GP Limited is the General Partner of the TCLP, and receives a fee of $0.25 million per annum ($0.1 million received
in period) in return for management services provided. The General Partner can be changed by a majority vote of the Limited Partners.
(3) On 28 June 2017 Rubicon, acquired the 66.66% of ArborGen shares held by its then partners International Paper and WestRock, and as
a result increased Rubicon’s 33.34% ownership interest to 100% of ArborGen’s issued share capital, or 95% by economic interest (given
the 5% warrants outstanding to third parties relating to the ArborGen acquisition of Cellfor in 2012).
* Hugh Fletcher is a trustee of The Fletcher Trust and JMC Fletcher Family Trust, and a director and 20% shareholder of Fletcher Brothers
Limited, each of which also own TCLP shares.
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39
27 FINANCIAL INSTRUMENTS
(a) Market risk
(i) Exposure to currency risk
The functional currency of the Group is the US$ and the risk to the Group’s equity and earnings are from assets, liabilities, revenues and
costs in currencies denominated in currencies other than US$. The Group’s exposure to foreign currency risks on fi nancial instruments is
shown in the following:
RUBICON GROUP
Sep 2017June 2016
in US$m
US$Non
US$
US$Non
US$
Cash and liquid deposits 28 3 2 –
Trade debtors and other receivables 5 3 28 4
Trade creditors and other payables(10)(13) (27) (11)
Current debt(17)(1) (29)–
Non current debt(30)(3) (35)–
Gross balance sheet exposure (11) (7)
(ii) Exposure to interest rate risk
The following exchange rates applied during the year:
Average rate
(1)
Spot rate
Sep 2017June 2016Sep 2017June 2016
NZ$:US$0.71620.66780.72350.7117
US$:R$0.31650.3161
US$:AU$0.79030.7840
(1) These are merely arithmetical averages not hedged rates.
Foreign exchange contracts
As at 30 September 2017, TCLP had foreign exchange contracts converting US$10 million and €0.45 million into NZ$14.7 million. TCLP
is a US$ functional currency business, and as a matter of course enters into foreign exchange forward contracts in order to hedge its NZ$
costs. All the US$ contracts were due for settlement by 20 November 2017 and the € contracts are to be settled by 5 December 2017. As
at 30 September 2017 the mark-to-market valuation adjustment on the contracts was a gain of less than $0.1 million and was included
in the cash fl ow hedging reserve.
As at 30 June 2016, the Group had no Foreign Exchange contracts outstanding.
Sensitivity Analysis - gross balance sheet exposure
Given the small size of the gross balance sheet exposure shown above, any movement in the NZ$, R$ and AU$ against the US$ is unlikely
to be material. Rubicon has nil bank debt (2016: $18.9 million) at 30 September 2017, and its subordinated Notes of $6 million (2016:
$7 million) (refer to note 18) are at a fi xed interest rate. At 30 September 2017, Tenon limited had nil debt, TCLP had $23.5 million drawn
at fi xed short term rates and ArborGen had $21.8 million. The weighted average interest rate of borrowings and interest rate hedges are
shown in note 18 term and current debt.
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FFoForrththhheeeepepepriririoododoeeeenddndndedededd33300SeSeeepptptpeemmbeeer 200201777111

40
27 FINANCIAL INSTRUMENTS continued
(b) Credit risk
(i) Exposure to credit risk
The carrying amount of fi nancial assets represents the maximum credit exposure, which at 30 September 2017 was $40 million of
trade and other receivables, and cash and liquid deposits (2016: $38 million). Cash and liquid deposits are only held with banks that
are part of the Group’s banking consortiums. In the event of default, cash balances may be set off against obligations owing by the
Group to its lenders. Moody’s credit ratings of the counterparties for cash and liquid deposits are all rated as investment grade. The
status of trade debtors, is as follows:
RUBICON GROUP
Sep 2017
US$
June 2016
NZ$
Neither past due or impaired 6 28
Past due but not impaired 1 month 1 2
2 month – 1
7 31
Less provision for doubtful debts – –
Net Trade Debtors 7 31
TCLP and ArborGen have strong histories of trade debtor collections and there is no reason to believe that the debtors will not be
collected. TCLP has credit insurance for a portion of the US based customers.
(c) Liquidity risk
The following are contractual maturities of fi nancial liabilities and net settled derivatives (excluding estimated interest payments). The
amounts disclosed are the contractual undiscounted cash fl ows.
Financial liabilities
Carrying
value
US$m
Fair
value
US$m
0-6
months
US$m
6-12
months
US$m
1-2
years
US$m
2-5
years
US$m
Over
5 years
US$m
30 June 2016
Non derivative fi nancial liabilities
Trade and other payables (41) (41) (37) (4) –––
Debt (64) (64)(2) (27) (3) (32)–
Interest–– (1) (2) (1) (2)–
Financial liabilities as at 30 June 2016 (105) (105) (40) (33) (4) (34) –
30 September 2017
Non derivative fi nancial liabilities
Trade and other payables (23) (23) (19) (3)(1)––
Debt (51) (51) (10) (8) (7) (182)(8)
Finance Leases(13)(13) – (1) (1) (2)(9)
Deferred settlement(15)(15)(5)(10)–––
Financial liabilities as at 30 Sep 2017 (102) (102) (34) (22) (9) (20)(17)
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41
28 CONTINGENT LIABILITIES
Tenon Limited has recorded a contingent liability relating to the uncertainty of the tax treatment of certain debts within the context of its
current liquidation process, however Tenon intends to approach Inland Revenue to confi rm that no unexpected tax liability arises. If any
tax liability was to arise, it is not expected to exceed $1 million. There are no other known contingent liabilities in the Rubicon Group as at
30 September 2017 (June 2016: nil). (Refer also to note 23, which shows lease commitment guarantees)
29 ASSET BACKING
At 30 September 2017 the net asset backing was 31 cents per share (cps) (NZ$ 42 cps), (2016: 34 cps, NZ$ 48 cps); and net tangible asset
backing was 6 cps (NZ$ 8 cps) (2016: 4 cps, NZ$ 6 cps).
30 NON-GAAP MEASURES
Rubicon uses EBITDA when discussing fi nancial performance. This is a non-GAAP fi nancial measure and is not recognised within NZ
IFRS. As it is not necessarily uniformly defi ned or utilised this measure may not be comparable with similarly titled measures used by
other companies. Non-GAAP fi nancial measures should not be viewed in isolation or considered as a substitute for measures reported in
accordance with GAAP. Rubicon believes EBITDA provides useful information, as it is used internally to evaluate performance, and it is also
a measure that equity analysts focus on for comparative company performance purposes, as the measure removes distortions caused by
differences in asset age, depreciation policies and debt:equity structures. The following tables reconcile Net Earnings to operating earnings
before fi nancing expense and then to EBITDA for Tenon / TCLP and ArborGen.
TCLP / Tenon Clearwood
15 months
Sep 2017
US$m
Net Earnings after taxation from continuing operations 9
plus Tax expense –
plus Financing expense 1
Operating earnings before fi nancing expense 10
plus Depreciation and amortisations 2
EBITDA 12
ArborGen
Net Earnings after taxation from continuing operations 1
plus Tax expense –
plus Financing expense 1
Operating earnings before fi nancing expense 2
plus Depreciation and amortisations 2
EBITDA 4
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42
31 DISCOUNTINUED OPERATIONS
During the 2017 year, Tenon disposed of its US and Australian operating assets (classifi ed as discontinued in these fi nancial statements),
sold its Tenon Clearwood operations to TCLP, and Tenon’s shareholders approved the liquidation of the Tenon group of companies,
expected to be in early 2018. For the consolidated Rubicon Group the sale to TCLP is not treated as a sale under NZ IFRS, as control was
maintained throughout. Tenon utilised the majority of the proceeds of sale to repay debt ($38 million) and return capital to shareholders
($114 million), the balance was retained to meet costs to liquidate Tenon, with a fi nal liquidation payment to shareholders yet to occur.

RUBICON GROUP
Income Statement
for the period ended
15 months
Sep 2017
US$m
Year ended
June 2016
US$m
Operating revenue 154 340
Profi t before taxation
(1)
(2) (23)
Loss on disposal
(2)
(2) –
Tax expense on profi t before taxation (9) (4)
Net profi t after taxation from discontinued operations (13) (27)
(1) Profi t before taxation from discontinued operations includes:
Depreciation –(2)
Financing expense(2)(3)
(2) Loss on disposal
Cash infl ow on sale of subsidiaries113
Costs of sale(6)
107
Recognised values on sale
Inventory68
Trade and other receivables28
Fixed assets10
Goodwill36
Trade and other payables(32)
Provision for taxation (1)
109
Net loss on sale(2)
Statement of cash fl ows
for the period ended
15 months
Sep 2017
US$m
Year ended
June 2016
US$m
Net cash from:
Operating activities127
Investing activities107(1)
Financing activities(1)(3)
Net cash from discontinued operations10723
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43
To the shareholders of Rubicon Limited
Report on the consolidated fi nancial statements
Opinion
In our opinion, the accompanying consolidated fi nancial
statements of Rubicon Limited (the company) and its
subsidiaries (the group) on pages 8 to 42:
i. present fairly in all material respects the group’s fi nancial
position as at 30 September 2017 and its fi nancial
performance and cash fl ows for the 15 months ended on
that date; and
ii. comply with New Zealand Equivalents to International
Financial Reporting Standards and International Financial
Reporting Standards.
We have audited the accompanying consolidated fi nancial
statements which comprise:
— the consolidated statement of fi nancial position as at 30
September 2017;
— t he consolidated statements of comprehensive income,
changes in equity and cash fl ows for the 15 months then
ended; and
— notes, including a summary of signifi cant accounting
policies and other explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We believe that the
audit evidence we have obtained is suffi cient and appropriate to provide a basis for our opinion.
We are independent of the group in accordance with Professional and Ethical Standard 1 (Revised) Code of Ethics for Assurance
Practitioners issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for
Accountants’ Code of Ethics for Professional Accountants (IESBA Code), and we have fulfi lled our other ethical responsibilities in
accordance with these requirements and the IESBA Code.
Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the consolidated fi nancial
statements section of our report.
Our fi rm has also provided other services to the group in relation to other assurance and tax services. Subject to certain
restrictions, partners and employees of our fi rm may also deal with the group on normal terms within the ordinary course of
trading activities of the business of the group. These matters have not impaired our independence as auditor of the group. The
fi rm has no other relationship with, or interest in, the group.
Materiality
The scope of our audit was infl uenced by our application of materiality. Materiality helped us to determine the nature, timing and extent
of our audit procedures and to evaluate the effect of misstatements, both individually and on the consolidated fi nancial statements
as a whole. The materiality for the consolidated fi nancial statements as a whole was set at USD$3m determined with reference to a
benchmark of group net assets. We chose the benchmark because, in our view, this is a key measure of the group’s performance.
Independent Auditor’s Report
$
$

44
Refer to Note 26 and Note 31 to the Financial
Statements.
At the commencement of the current fi nancial
period, the group had a 59.78% interest in Tenon,
a consolidated subsidiary of the group. During the
period, Tenon’s business has been substantially
restructured with:
1. the sale of its US operating assets to third
parties;
2. the sale of its Taupo Clearwood sawmill
operations to a NZ partnership in which
Rubicon has a 44.88% interest which
together with voting agreements with other
partners has allowed Rubicon to maintain
control of the Taupo Clearwood business
throughout the period; and
3. a decision to liquidate the remaining Tenon
companies.
With the exception of the Taupo Clearwood
results which are classifi ed as arising from
continuing operations, all other results have been
classifi ed as discontinued in the Consolidated
Income Statement.
The restructure of Tenon is a key audit matter
because of its signifi cance and complexity of
accounting (including the assessment of control)
to the group and the overall consolidated fi nancial
statements.
Our audit procedures in this area included among others:
Reviewing the sale and purchase agreement for the US Distribution
disposal and confi rming that the calculation of the loss on disposal
was in accordance with the agreement.
Reviewing the sale and purchase agreement for the sale of the
Taupo Clearwood business and the agreements in place to give
Rubicon additional voting rights such that it has maintained control
and confi rming that the accounting refl ects the continuing control of
Rubicon.
Reviewing the costs of liquidating the residual businesses.
Ensuring that the disclosures in the consolidated fi nancial statements
are consistent with the restructure of Tenon.
Based on our audit procedures we have no signifi cant matters to
report with respect to the accounting for the restructure of Tenon,
including the disposal of the US Distribution business and the
ongoing investment of Rubicon in Taupo Clearwood, or with the
related disclosures in the fi nancial statements.
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Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most signifi cance in our audit of the consolidated
fi nancial statements in the current period. We summarise below those matters and our key audit procedures to address those matters
in order that the shareholders as a body may better understand the process by which we arrived at our audit opinion. Our procedures
were undertaken in the context of and solely for the purpose of our statutory audit opinion on the consolidated fi nancial statements
as a whole and we do not express discrete opinions on separate elements of the consolidated fi nancial statements.
The key audit matter How the matter was addressed in our audit
Restructure of Tenon investment

45
Refer to Note 15 to the Financial Statements.
On 28 June 2017, the group acquired 66.66% of
the outstanding shares in ArborGen (in addition to
the 33.34% previously held) for consideration of
USD28.5m.
The accounting for this transaction is complex
due to the signifi cant estimates and judgements
that are required to determine the values of the
consideration transferred and the identifi cation
and measurement of the fair values of assets
acquired and liabilities assumed.
Due to the size and complexity of the acquisition,
we considered this to be a key audit matter.
Our audit procedures in this area included among others:
Reviewing the ArborGen sale and purchase agreement and the
audited fi nancial statements as at 31 March 2017 to assess whether
the components of the consideration given and the identifi able
ArborGen assets acquired and liabilities assumed were complete and
appropriate.
Using our valuation specialists, reviewing and challenging
management’s assessment of:
1. The fair value of the consideration given for the acquisition.
2. The identifi cation and fair values of the ArborGen tangible and
intangible assets acquired (with a particular focus on the intangible
asset acquired) and liabilities assumed.
3. The future forecasts of business performance, and comparing
recent forecasts with actual fi nancial performance.
Challenging management’s assertion that the price paid to acquire the
remaining 66.66% was a bargain purchase and also management’s
calculation of the loss on the deemed disposal of the existing interest
in ArborGen as required by the relevant accounting standards.
Assessing the appropriateness of the valuation methodology used by
management, testing the assumptions used against other external
market data, where available, and other valuation analyses performed
by third party valuers and subjecting the key assumptions to a
sensitivity analysis to assess whether the valuations fell within an
acceptable range.
Ensuring that the underlying accounting was appropriate and that the
disclosures properly refl ected the judgements and estimates made.
The calculations underlying the fair value assessments are by their
nature subjective and complex and the fair values are sensitive to
the assumptions adopted particularly those in respect of discount
rates, the rates of adoption by the US market of a greater share of
advanced treestocks, and the speed of that adoption. In light of this,
there is a wide range of acceptable outcomes with respect to the
fair value assessments. Based on our own understanding of the
ArborGen business and our own assessment of the valuation ranges,
we are satisfi ed that the fair values determined by management are
supportable.
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The key audit matter How the matter was addressed in our audit
ArborGen business combination

46
Refer to Note 16 and Note 31 to the Financial
Statements.
After the restructure of Tenon, the group
continues to carry goodwill of USD18m in
relation to its investment in Taupo Clearwood.
The group is required to test its goodwill for
impairment annually.
We focussed on this matter as management
are required to make signifi cant judgements to
determine the assumptions underpinning the
impairment assessment. In light of the sales
process run by the independent directors of
Tenon which concluded with the sale of Tenon
Clearwood in April 2017, management has
based its assessment on this transaction which
was supported by a third party independent
valuation report, and which obtained the
approval of Tenon shareholders in order for it to
proceed.
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The key audit matter How the matter was addressed in our audit
Valuation of Taupo Clearwood goodwill
Our audit procedures in this area included among others:
Evaluating, together with our valuation specialists, whether the
overall approach taken by management was appropriate.
Comparing the assumptions regarding trading post April 2017 to
actual results achieved.
Based on our audit procedures, we found the impairment
assessment undertaken by management supported the carrying
value of the Taupo Clearwood goodwill at balance date.
Other Information
The Directors, on behalf of the group, are responsible for the other information included in the Annual Report.
Other information includes the Chairman’s report, Governance, Board of Directors and Investor Information. Our opinion on the
consolidated fi nancial statements does not cover any other information and we do not express any form of assurance conclusion
thereon.
In connection with our audit of the consolidated fi nancial statements our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the consolidated fi nancial statements or our
knowledge obtained in the audit or otherwise appears materially misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to
report in this regard.
Use of this Independent Auditor’s Report
This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been undertaken so
that we might state to the shareholders those matters we are required to state to them in the independent auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the shareholders as a body for our audit work, this independent auditor’s report, or any of the opinions
we have formed.
$

47
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Responsibilities of the Directors for the Consolidated Financial Statements
The Directors, on behalf of the group, are responsible for:
— the preparation and fair presentation of the consolidated fi nancial statements in accordance with generally accepted
accounting practice in New Zealand (being New Zealand Equivalents to International Financial Reporting Standards) and
International Financial Reporting Standards;
— implementing necessary internal control to enable the preparation of a consolidated set of fi nancial statements that is fairly
presented and free from material misstatement, whether due to fraud or error; and
— assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless they either intend to liquidate or to cease operations, or
have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objective is:
— to obtain reasonable assurance about whether the consolidated fi nancial statements as a whole are free from material
misstatement, whether due to fraud or error; and
— to issue an independent auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs NZ
will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they could reasonably
be expected to infl uence the economic decisions of users taken on the basis of these consolidated fi nancial statements.
A further description of our responsibilities for the audit of these consolidated fi nancial statements is located at
the External Reporting Board (XRB) website at:
http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/
This description forms part of our independent auditor’s report.
The engagement partner on the audit resulting in this independent auditor’s report is Paul Herrod.
For and on behalf of
KPMG Auckland
24 November 2017
© 2017 KPMG, a New Zealand partnership and a member fi rm of the KPMG network of independent
member fi rms affi liated with KPMG International Cooperative (“KPMG International”), a Swiss entity.

48
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This section describes how Rubicon’s business practices refl ect corporate governance best practice.
This Annual Report was approved by the Board on 24 November 2017.
All references to $ is to US$ unless otherwise stated.
ETHICAL STANDARDS
Directors observe and foster high ethical standards.
Rubicon’s Code of Conduct and Ethics, Board Charter and other documents related to corporate governance, collectively and individually
encourage high standards of ethical and responsible behaviour.
Rubicon’s Code of Conduct and Ethics sets out clear expectations for ethical decision-making and personal behaviour by Directors and
employees in relation to situations where their or Rubicon’s integrity could be compromised. These include confl icts of interest, proper
use of Company property and information, fair dealings with employees and other stakeholders, compliance with laws and regulations,
reporting of unethical decision making and dishonest behaviour, and related matters.
Included in the Code of Conduct and Ethics are mechanisms for dealing with breaches of the Code. Rubicon’s Code of Conduct and Ethics
has been communicated to all Directors and employees of the Company, and is also published on our corporate website.
BOARD COMPOSITION AND PERFORMANCE
There is a balance of independence, skills, knowledge, experience, and perspectives among Directors that allows the Board
to work effectively.
The Board’s primary role and obligation is to protect and enhance the value of the assets of the Company and to act in the best interests
of the Company. The Board has statutory responsibility for the activities of the Company, which in practice is partially exercised through
delegation to the three Board standing committees (Audit, Remuneration and Nominations).
The Board Charter outlines a number of key roles and responsibilities of the Board, including:
• the review and approval of appropriate corporate strategies and objectives, transactions relating to acquisitions and divestments, capital
expenditures above delegated authority limits, fi nancial and capital structure policies, fi nancial statements and reports to shareholders;
• the review of performance against strategic objectives; and
• ensuring that appropriate systems and processes are in place so that the Group is managed in an honest, ethical, responsible and safe
manner.
The Board Charter is published on our corporate website.
The roles of Chairman and CEO are separate at Rubicon. The Chairman’s role is to foster a constructive corporate governance structure,
manage the Board effectively, provide leadership to the Board, chair shareholders meetings and to interface with the CEO.
The non-executive Director’s principal role is to provide independent judgement. This includes bringing outside experience and objectivity
on all issues which come before the Board, having a detailed knowledge of the Company’s business activities and on-going performance,
so they can make informed decisions.

49
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Board Composition
Rubicon’s Constitution requires a minimum of three Directors and provides for a maximum of nine.
As at 30 September 2017 the Directors of Rubicon were:
SG Kasnet (Chairman) HA Fletcher G Karaplis
(1)
DM Knott
(2)
WA Hasler
(1)
SL Moriarty R Tandon
1) On 31 October 2017, Rubicon announced that Messrs Karaplis and Hasler had indicated their intention to retire as Directors in
December 2017.
(2) In February 2017 Mr DM Knott appointed Mr DM Knott Jr by notice in writing as his alternate director, although he had actively
participated in Board meetings on an invitational basis from December 2016 until his formal appointment. The remaining Directors
unanimously approved Mr DM Knott Jr as Mr DM Knott’s alternate director.
Of Rubicon’s seven Directors, two are ordinarily resident in New Zealand. In addition the Board has identifi ed four of the Directors as being
Independent Directors.
As at 24 November 2017, the Independent Directors and non-Independent Directors of the Board were:
Independent Directors:
SG Kasnet (Chairman) HA Fletcher G Karaplis WA Hasler
Non-Independent Directors:
SL Moriarty
(1)
DM Knott
(2)
R Tandon
(2)
(1) Mr Moriarty is an Executive Director of the Company.
(2) Messrs Knott, Knott Jr and Tandon are Substantial Product Holders, as defi ned in the Financial Markets Conduct Act 2013 in Rubicon shares.
At each Annual Shareholders’ Meeting (ASM), one-third of the total number of Directors must retire from offi ce by rotation. The Directors
who retire are those who have been in offi ce longest since last elected. In addition, all Directors appointed to the Board since the last ASM
must also stand for election.
The Company’s Board represents a balance of independence, skills, knowledge, experience and perspectives (refer Board biographies for
details), thereby ensuring the effectiveness of the Board in guiding the strategic direction of the Company and overseeing management.
Directors receive comprehensive information on the Company’s operations and have access to any additional information they consider
necessary for informed decision-making. Rubicon is committed to ensuring its Directors have the knowledge and information to discharge
their responsibilities effectively.

50
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BOARD COMMITTEES
The Board uses committees where this enhances its effectiveness in key areas while retaining Board responsibility.
The Board has three permanent committees, being the Audit Committee, the Remuneration Committee and the Nominations
Committee. Committees enhance the effectiveness of the Board through closer examination of issues and more effi cient decision
making. Rubicon’s committees assist the Board in the conduct of its responsibilities and report to the full Board on all material matters
and issues requiring Board decisions. All Board Directors receive copies of all Committee minutes and papers and can attend the
Committee meetings.
Each permanent committee has adopted a formal Charter addressing purpose, constitution and membership, authority, reporting
procedures and evaluation of the committee. These Charters are published on our corporate website.
Audit Committee Members:
R Tandon (Chairman) HA Fletcher WA Hasler SG Kasnet
The Audit Committee is comprised solely of non-executive Directors of the Company. It has been determined by the Board that
several members of the Audit Committee have an adequate accounting or fi nancial background as defi ned in the NZSX Listing Rules.
Although the Chairman is not an Independent Director, the majority of members are Independent Directors.
Further information on the Audit Committee is included under the following Reporting and Disclosure section.
Remuneration Committee Members:
DM Knott (Chairman) R Tandon SG Kasnet HA Fletcher
The Remuneration Committee is responsible for evaluating the performances of the CEO and senior executives of the Company,
setting the remuneration packages for senior executives, and recommending to the Board the remuneration of the CEO and
non-executive Directors.
Nominations Committee Members:
SG Kasnet (Chairman) HA Fletcher G Karaplis DM Knott
WA Hasler SL Moriarty R Tandon
The Nominations Committee comprises the full board, and is responsible for making recommendations of Director appointments. A
majority of the members of the Nominations Committee are Independent Directors.
In addition to the three permanent committees noted above, the Board establishes committees on an “as required” basis to address
specifi c issues that arise. The Board believes this enhances its effectiveness through closer scrutiny of specifi c issues. Currently there
are no such committees operating.

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REPORTING AND DISCLOSURE
The Board demands integrity both in fi nancial reporting and in the timeliness of material disclosures of entity affairs.
The Board is ultimately responsible for ensuring the quality and integrity of the Company’s fi nancial reports. To achieve this, the Company
has in place a structure to independently verify and safeguard the integrity of the Group’s reporting. The Audit Committee constitutes a
key component of this structure.
The Audit Committee is well resourced and operates under a formal written Charter. The Audit Committee’s terms of reference include
the following duties and responsibilities:
• To review the effectiveness of the internal control framework across the Rubicon Group with management and the independent
Auditor;
• To review the Group’s accounting policies, fi nancial reporting practices, and auditing practices;
• To ensure that the Board is properly and regularly informed and updated on corporate fi nancial matters;
• To review all fi nancial statements of the Group and advise all Directors whether these fi nancial statements comply with the
appropriate laws and regulations;
• To confi rm the integrity of the Group’s fi nancial statements in terms of relevance, reliability, comparability and timeliness;
• To monitor and review the Group’s compliance with regulatory and statutory requirements and obligations;
• To maintain direct communication with the independent Auditor;
• To make recommendations to the Board as to the appointment and discharge of the independent Auditor and to ensure that
the independent Auditor or lead audit partner is changed at least every fi ve years;
• To pre-approve non-audit services; and
• To confi rm the independence of the independent Auditor.
In accordance with best practice the CEO is not a member of the Audit Committee.
DIRECTOR AND MANAGEMENT SHAREHOLDINGS, REMUNERATION
The remuneration of Directors and executives is transparent, fair, and reasonable.
Director and Senior Executives’ Equity Holdings
Rubicon believes it is appropriate to have Directors’ and executives’ remuneration aligned with the performance of the Company, and that
having Directors and executives own Rubicon shares is a good way of achieving this goal.

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At 24 November 2017, Directors and Senior Executives of the Company held the following relevant interests (as defi ned in the Financial
Markets Conduct Act 2013) in Rubicon shares:
Name Position Number of Shares
SG Kasnet Chairman and non-executive director 613,220
DM Knott / DM Knott Jr Non-executive director 137,663,111
R Tandon Non-executive director 86,108,419
HA Fletcher Non-executive director 5,775,286
WA Hasler Non-executive director 823,804
SL Moriarty Director and Chief Executive Offi cer 3,495,476
MA Taylor CFO and Company Secretary 1,093,234
BG Burton Vice President 633,460
S Ludher-Chandra Vice President 149,420
The Company’s remuneration policies aim to attract and retain talented and motivated Directors and executives who will contribute to
enhancing the performance of the Company.
Non-Executive Director Remuneration
The Company’s remuneration policy for Directors is to remunerate Directors at levels that are fair and reasonable in a competitive market
environment taking into account the skills, knowledge and experience required by the Company.
The remuneration paid, prior to any taxation liability, to non-executive Directors of Rubicon during the 15 months ended 30 September 2017 was:
NZ$ Base Remuneration Base Remuneration Payment of Total
Year to 30 June 2017 Three months to deferred 2013 TSR
30 September 2017 incentive plan
(2)
SG Kasnet (Chairman) $151,375 $37,844 $36,750 $225,969
HA Fletcher
(1)
$94,000 $23,400 $22,875 $140,275
WA Hasler $86,500 $21,625 $21,000 $129,125
G Karaplis $86,500 $21,625 $21,000 $129,125
DM Knott $86,500 $21,625 $21,000 $129,125

(1) The additional base remuneration of NZ$7,500 per annum refl ects the additional workload undertaken by Mr Fletcher as Chair of
both the Audit and Due Diligence Committees during the recent transactional period of the Company.
(2) The Company’s CEO, who is also an Executive Director, received NZ$140,500 in respect of this Plan, but received no directors fees.
The CEO’s other remuneration payment details are shown below.
Non-executive Directors are not entitled to receive retirement payments.
Following the sale of the Tenon distribution business, and the winding down and (soon) liquidation of that company, the Rubicon Board
agreed to reduce Rubicon Directors fees from 1 November 2017 to NZ$95,000 per annum for the Chairman and NZ$62,500 for each
non-executive director, which will reduce annual fees paid to directors by NZ$184,000. The CEO does not receive Rubicon Director fees.

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Executive Director and Employee Remuneration
Rubicon’s remuneration policy aims to attract, retain and incentivise employees in order to drive and enhance Company performance.
Annual performance incentive payments are determined by the Remuneration Committee (and in the case of the CEO, approved by the
Board), and are calculated by measuring actual performance outputs against target individual and/or Company objectives.
In accordance with Section 211 of the Companies Act, remuneration and other benefi ts (including performance benefi ts and redundancy
payments) which in total exceeded NZ$100,000 per annum received by employees of Rubicon and its subsidiaries (i.e. including Tenon
and ArborGen and their respective subsidiaries) in the 15-month period ended 30 September 2017 is summarised in the following table:
NZ$000 Number of
Employees
$100 to $110 16
$110 to $120 11
$120 to $130 12
$130 to $140 5
$140 to $150 3
$150 to $160 4
$160 to $170 2
$170 to $180 1
$180 to $190 1
$190 to $200 2
$200 to $210 2
$220 to $230 2
$230 to $240 1
$240 to $250 2
$250 to $260 2
$260 to $270 1
$270 to $280 1
$280 to $290 1
$290 to $300 1
$320 to $330 1
$380 to $390 1
$510 to $520 1
$540 to $550 1
$650 to $660 1
$1,000 to $1,010 2
$1,400 to $1,410 1
$1,500 to $1,510 1
$2,050 to $2,060 1

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Several points need to be made in respect of this table:
• It is a consolidation of data for all employees of Tenon (and its subsidiaries), TCLP (and its subsidiary) ArborGen (and its subsidiaries),
and Rubicon.
• As Rubicon has only four employees in the table, the data is dominated by Tenon and ArborGen employees.
• It is for a 15-month period.
• The table refl ects the period during which the listed entity Tenon Limited is being wound-down and liquidated.
• The table also captures data for the period during which Tenon’s US distribution and Clearwood businesses were each sold, and hence
includes all related incentive, retention and severance payments made to Tenon senior executives during the period.
• The top fi ve payments all relate to executives of Tenon Limited who received severance and incentive payments upon the sale of those
businesses and wind down of the listed Tenon entity.
The base annual salary paid to the Rubicon CEO is NZ$578,000, (or NZ$722,500 for the 15-month period). He also received a retention
payment in March 2017 of NZ$71,834. He did not receive any annual performance incentive payments during the 15-months ended 30
September 2017 or during the year ended 30 June 2016, and nor did he receive any Director fees for his services as a Director of Rubicon,
or for his chairmanship of Tenon Limited, or for his directorship of ArborGen Inc. The public company director fees relating to him serving
as chairman of Tenon were paid directly to Rubicon for Rubicon’s account, however he was awarded a NZ$100,000 payment by the
independent directors of Tenon Limited, as partial recognition of his considerable efforts in successfully leading and concluding the Tenon
sales process over a two-year period.
Rubicon is committed to providing equal employment opportunities and ensures its selection processes for recruitment and employee
development opportunities are free from bias and are based on merit. The Company also has a fl exible working programme that permits
work/life balance.
As at 30 September 2017, six of the Rubicon Group’s senior executives were female, including the SVP of Performance Improvement
(Rubicon), the Financial Controller (Tenon), the General Manager – Brazil (ArborGen), Human Resources Manager (ArborGen), Director
Financial Planning (ArborGen), and Commercial Manager (TCLP).
The following table shows the split for Rubicon Limited only:
2017 2016
Women Men Women Men
Board of Directors 7 6
Senior Executives 1 2 2
RISK MANAGEMENT
The Board regularly verifi es that Rubicon has appropriate processes that identify and manage potential and relevant risks.
The Audit Committee reviews with management and the independent Auditor signifi cant risks and exposures of the Group, and assesses
risk mitigation steps taken by management to minimise such risks.

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AUDITORS
The Board ensures the quality and independence of the external audit process.
The Company’s external Auditor is KPMG. Consistent with best practice the audit partner is rotated at no greater than fi ve yearly intervals.
A formal engagement letter with KPMG clearly sets out the responsibilities of KPMG in relation to the external audit of the Group’s
fi nancial statements and fi nancial systems. The Board facilitates full and frank communication between the Audit Committee, KPMG
and management. KPMG attends all Audit Committee meetings and has sessions, at least semi-annually, with the Audit Committee with
management not in attendance.
The Audit Committee is satisfi ed that the independence of KPMG is not compromised by any relationship between KPMG and Rubicon
or any related party or as a result of any non-audit services provided by KPMG, and has obtained confi rmation from KPMG to this effect.
The Audit Committee, together with the Company’s management, monitor the performance of KPMG to ensure that the services being
provided to the Company are of the highest standard, relevant, timely and cost effective.
SHAREHOLDER RELATIONS
The Board fosters constructive relationships with shareholders that encourage them to engage with the Company.
The Board is committed to promoting good relations between Rubicon and its shareholders through:
• communicating effectively with them;
• giving them ready access to information about the Company, its goals, strategies and performance; and
• facilitating participation at shareholder meetings, by rotating the location annually.
The Company’s website includes the following information:
• Annual and Interim Reports;
• Disclosures made to the stock exchange;
• Press releases; and
• Key corporate governance documents.
STAKEHOLDER INTERESTS
The Board respects the interests of stakeholders within the context of the Company’s ownership type and its fundamental
purpose.
Rubicon is strongly committed to meeting its legal and other obligations to stakeholders such as employees, shareholders, and suppliers.
The corporate governance principles followed by Rubicon do not materially differ from the Corporate Governance Best Practice Code
issued by NZX and Corporate Governance Principles and Guidelines issued by the Financial Markets Authority, other than the Chairman
of the Audit Committee is not an Independent Director.

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RUBICON INTERESTS REGISTER
Directors’ certifi cates to cover entries in the Interests Register made during the 15 month period in respect of remuneration, dealing in the
Company’s securities, insurance and other interests have been disclosed as required by the New Zealand Companies Act 1993.
Directors’ Interests
The following are particulars of general disclosures of interest given by the Directors of the Company pursuant to section 140(2) of the
Companies Act 1993:
Relationship
SG Kasnet
Governors Academy Trustee
Calypso Management LLC CEO
Tenon Limited Chairman
Ocean Manchester Corporation President
The Kasnet Family Foundation Trustee
First Ipswich Bank Director
Two Harbors Investment Corp Lead Director and Chair of Audit Committee
Stephen G Kasnet 2012 Grantor Retained Annuity Trust Trustee and benefi ciary
Goodbulk Limited Director
Granite Point Mortgage Trust Lead Director and Chair of Audit Committee
ArborGen Inc Director
HA Fletcher
Asia Pacifi c Committee of the Trilateral Commission Member
IAG (New Zealand) Holdings Limited Chairman
IAG (New Zealand) Limited Chairman
The University of Auckland Foundation Trustee
Dilworth Trust Trustee
Insurance Australia Group Limited Director
The New Zealand Portrait Gallery Trustee
Fletcher Brothers Limited Chairman
The Fletcher Trust Trustee
Advisory Committee of the Knox Investment Partners Fund IV Member
Harper Pass Limited Chairman / Shareholder
DM Knott
Knott Partners, LP Co-CEO, Co-Chief Investment Manager
and Co-Managing Partner
DM Knott Jr
Knott Partners, LP Co-CEO, Co-Chief Investment Manager
and Co-Managing Partner
The HiGro Group, LLC Advisory Board

57
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Relationship
R Tandon
Libra Advisors LLC Founder and Managing Member
Vostok Emerging Finance Ltd Director
NYU Tandon Engineering School Director
Carl Schurz Park Conservancy Director
SL Moriarty
ArborGen Inc Director
Moriarty Family Trust Trustee and benefi ciary
Moriarty Superannuation Fund Trustee and sole benefi ciary
WA Hasler
(1)
GlobalStar Inc Director
ETwater Inc Director
Ataraxis Director
Haas School of Business at UC Berkeley Director
(1) Mr Hasler has indicated his intention to retire from the Board in December 2017.
During the 15 month period ended 30 September 2017 Directors advised the following appointments / interests:
Relationship
SG Kasnet
Goodbulk Limited Director
ArborGen Inc Director
DM Knott Jr
Knott Partners, LP Co-CEO, Co-Chief Investment Manager
and Co-Managing Partner
The HiGro Group, LLC Advisory Board
R Tandon
Libra Advisors LLC Founder and Managing Member
Vostok Emerging Finance Ltd Director
NYU Tandon Engineering School Director
Carl Schurz Park Conservancy Director

58
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During the 15 month period ended 30 September 2017 Directors advised the following resignations:
Relationship
HA Fletcher
Vector Limited Director
Advisory Board of Gravida National Centre for Growth and Development Member
DM Knott
Paramount Resources Director
Boy’s and Girl’s Harbor Director
Say Yes to Education Director
Undergraduate Financial Aid at the University of Pennsylvania Director
SL Moriarty
Tenon Limited Chairman
G Karaplis
(1)
Tenon Limited Director
(1) Mr Karaplis has indicated his intention to retire from the Board in December 2017
Subsequent to 30 September 2017 Directors advised the following appointments:
Relationship
SG Kasnet
Granite Point Mortgage Trust Lead Director and Chair of Audit Committee
Subsequent to 30 September 2017 Directors advised the following resignations:
Relationship
SG Kasnet
Silver Bay Realty Trust Corp Director and Chair of Audit Committee
WA Hasler
Aviat Networks Director
Inside Track, Inc Director
Dealings in Company Securities
Directors and Offi cers have disclosed that they sold and acquired the following relevant interests in Rubicon shares since 1 July 2016:
Number of Consideration
shares paid
sold NZ$
SG Kasnet 40,045 $0
(1)
(1) Mr Kasnet transferred these shares to his two adult children

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Number of Consideration
shares paid
acquired NZ$
DM Knott and DM Knott Jr - Knott Partners 22,079,949
(1)
$4,809,013
R Tandon – Libra Fund LP 56,777,016
(1)
$12,366,034
(1) Shares placed in order to strengthen Rubicon’s fi nancial position following the acquisition of ArborGen shares on 28 June 2017 to
take Rubicon to 100% of the issued shares in ArborGen.
Directors’ and Offi cers’ Indemnity and Insurance
In accordance with section 162 of the Companies Act 1993 and the constitution of the Company, the Company has given indemnities to,
and has effected insurance for, Directors and executives of Rubicon and its related companies which indemnify and insure Directors and
executives against monetary losses as a result of actions or omissions by them in the course of their duties. The Company has undertaken
to maintain insurance cover for the Directors and executives for a period of seven years following the date the Director or executive has
ceased to be a Director or executive of the Company. Excluded from the indemnity are actions of criminal liability or breach of the Director’s
duty to act in what they believe to be the best interests of the Company.
On 1 July 2017, the Company renewed its Directors’ and Offi cers’ liability and statutory liability insurance policies.
Donations
During the 15 month period ended 30 September 2017 the total amount of donations made by Rubicon and its subsidiaries was $1,680,
which were all made by Tenon.
Credit Rating
Rubicon has not sought a credit rating.
TENON INTERESTS REGISTER
Section 211(2) of the Companies Act 1993 requires details of entries in the interests register of subsidiaries to be included in the annual
report. The following are entries made to the Tenon interests register during the 15 month period ended 30 September 2017.
Directors’ Interests
Tenon directors have advised the following changes in their interests:
Relationship
SG Kasnet
As per Rubicon entries listed above.
SB Walker
Wood Engineering Technology Limited Initial disclosure – Director
Walker Capital Management Limited Initial disclosure – Managing Director
Grafton Downs Limited Appointed Director
MK Eglinton
BBC Technologies Limited Appointed Chairman
Snapper Rock Limited Appointed Chairman

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Tenon Directors’ Remuneration
The aggregate amount of director fees paid by Tenon to non-executive directors for services in their capacity as directors during the 15
month ended 30 September 2017 was NZ$515,958.
Directors fees, prior to any taxation liability, paid to individual non-executive directors in the 15 months ended 30 September 2017 were:
NZ$ Total
MK Eglinton $113,958
RH Fisher $49,500
G Karaplis $70,417
SG Kasnet (Chairman from 28 April 2017) $100,625
SB Walker $67,708
Fees paid by Tenon in relation to services provided the Rubicon CEO in his role as Tenon’s Chairman of NZ$113,750 were paid directly to
Rubicon for Rubicon’s account. Please also see disclosure below.
SUBSIDIARY COMPANY DIRECTORS
Section 211(2) of the Companies Act 1993 requires the Company to disclose in relation to directors and former directors of its subsidiaries,
amongst other things, the total remuneration and value of other benefi ts received by them, and particulars of interest register entries made
by them during the 15 month period ended 30 September 2017. No employee of a Rubicon Group company appointed as a director of any
wholly-owned Rubicon subsidiary receives any remuneration or other benefi ts in that role. The remuneration and other benefi ts of employees
are disclosed elsewhere in this Annual Report. Other than in respect of the separately NZX listed Tenon Limited, no director of any Rubicon
subsidiary receives any remuneration or other benefi ts as a director. The following persons held offi ce as directors of subsidiary companies as
at 24 November 2017, or in the case of those persons with the letter (R) after their name, ceased to hold offi ce during the period.
Rubicon Forests Holdings Limited SL Moriarty, MA Taylor
Rubicon Industries USA LLC SG Kasnet, HA Fletcher, DM Knott, DM Knott Jr, SL Moriarty, R Tandon, WA Hasler, G Karaplis
Rubicon Clearwood GP Limited SL Moriarty, MA Taylor, AJ Brown
Rubicon Clearwood Holdings Limited SL Moriarty, MA Taylor, AJ Brown
Tenon Limited MK Eglinton (NZ$113,958), RG Fisher (NZ$49,500), SG Kasnet (NZ$100,625), G Karaplis
(NZ$70,417), SB Walker (NZ$67,708), SL Moriarty (NZ$100,000), Rubicon Limited ($113,750)
(1)
Tenon Holdings Limited PM Gillard, JE Paice, AS White (R), AT Johnston (R)
Tenon Industries Limited PM Gillard, JE Paice, AS White (R), AT Johnston (R)
Tenon Manufacturing Limited PM Gillard, JE Paice, AS White (R), AT Johnston (R)
Tenon Retirement Plan Nominees Limited PM Gillard, JE Paice, AS White (R), AT Johnston (R)
Tenon Custodians Limited PM Gillard, JE Paice, AS White (R), AT Johnston (R)
CNI Forest Nominees Limited PM Gillard, JE Paice, AS White (R), AT Johnston (R)
Fletcher Challenge Forests Finance Limited PM Gillard, JE Paice, AS White (R), AT Johnston (R)
Fletcher Challenge Limited PM Gillard, JE Paice, AS White (R), AT Johnston (R)
Forest Corporation of New Zealand Limited PM Gillard
Kaingaroa Holdings Limited PM Gillard
ArborGen Inc SL Moriarty, AM Baum, SG Kasnet
ArborGen Comercio de Produtos Florestais
Importacao e Exportacao LTDA G Bassa
ArborGen Technologia Florestal LTDA G Bassa

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ArborGen New Zealand Holdings, LLC AM Baum
ArborGen New Zealand Unlimited AM Baum, G Mann
ArborGen Australia Holdings Pty Ltd AM Baum, G Mann, A Frees
ArborGen Australia Pty Ltd AM Baum, G Mann, A Frees
(1) Fees paid by Tenon in relation to services provided the Rubicon CEO in his role as Tenon’s Chairman of NZ$113,750 were paid directly
to Rubicon for Rubicon’s account.
SHAREHOLDER INFORMATION
The Company’s shares are listed on the Main Board of NZX Limited. The 20 shareholders of record with the largest holdings of shares
at 31 October 2017 were:
Name Number of shares % of shares
New Zealand Central Securities Depository Limited 394,677,766 80.89
Fletcher Brothers Limited 5,649,731 1.16
Zeta Beta Limited 3,408,000 0.70
Custodial Services Limited 3,133,164 0.64
Sky Hill Limited 3,078,000 0.63
Moriarty Superannuation Fund – SL & DE Moriarty 2,710,124 0.55
The So Proud a/c – S Godfrey, D Toothill & M Godfrey 2,455,527 0.50
The Chiam Family a/c – Sok Eng Boey, Yeow Ann Chiam, Kay Hong Chiam & Shen Mei Chiam 2,241,937 0.46
P Bradfi eld 1,744,300 0.36
Y Wang 1,621,530 0.33
C Flood 1,500,000 0.31
F Pearson & S Pearson (The Tai Shan Foundation) 1,490,400 0.31
G Simms 1,400,000 0.29
Wallace Family a/c – S Wallace & Sievwrights Trustee Services (No.4) Limited 1,250,000 0.26
Taylor Superannuation Fund – M & L Taylor 1,093,234 0.22
B Tyler 1,003,333 0.21
Leveraged Equities Finance Limited 914,736 0.19
P Wheeler 855,363 0.17
W Hasler 823,804 0.17
Chin-Yi Lin and Yu-Ching Lin-Chao 800,000 0.16
Total 431,850,949 88.51
New Zealand Central Securities Depository Limited provides a custodial depository service, which allows electronic trading of securities to
its members, and does not have a benefi cial interest in these shares. Its holders of Rubicon shares at 31 October 2017 were:
Name Number of shares % of shares
HSBC Nominees (New Zealand) Limited 222,882,712 45.68
Citibank Nominees (New Zealand) Limited 109,230,158 22.39
JPMorgan Chase Bank NA NZ Branch - Segregated Clients 46,904,036 9.61
Accident Compensation Corporation 12,371,000 2.54
National Nominees New Zealand Limited 2,657,891 0.54
BNP Paribas Nominees (NZ) Limited 622,047 0.13
HSBC Nominees (New Zealand) Limited A/C State Street 9,922 0.00
Total 394,677,766 80.89

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DISTRIBUTION OF SHAREHOLDERS AND HOLDINGS AS AT 31 OCTOBER 2017
Number of shareholders Number of shares
Size of holding Number % Number %
1–999 1,988 32.12 1,330,418 0.27
1,000–9,999 3,482 56.26 9,279,204 1.90
10,000–49,999 476 7.69 9,730,623 2.00
50,000–99,999 100 1.62 6,642,704 1.36
100,000 and over 143 2.31 460,925,394 94.47
Total 6,189 100.00 487,908,343 100.00
DOMICILE OF SHAREHOLDERS AND HOLDINGS AS AT 31 OCTOBER 2017
Number of shareholders Number of shares
Number % Number %
New Zealand 5,158 83.34 474,206,921 97.19
Australia 641 10.36 1,960,787 0.40
United Kingdom 147 2.37 352,434 0.07
United States of America 138 2.23 2,126,667 0.44
Other 105 1.70 9,261,534 1.90
Total 6,189 100.00 487,908,343 100.00
SUBSTANTIAL PRODUCT HOLDERS
According to notices that have been provided under the Financial Markets Conduct Act 2013, as at 24 November 2017 the following were
substantial product holders in the Company. In terms of the Act, the number of shares and percentages shown below are as last advised
by the substantial product holder and may not be their current holdings.
Substantial security holder Number of % of issued Date of notice
voting securities Rubicon securities
David Knott
(a)
115,583,162 28.256 23 August 2016
(2)
Libra Fund LP / Ranjan Tandon 86,108,419 17.648 3 July 2017
(1)
Third Avenue Management LLC 44,091,741 9.036 10 July 2017
(1)
Perry Corporation / Richard Perry 39,337,307 8.062 26 October 2017
(1)
Sandell Asset Management Corp
(b)
34,502,835 7.072 26 September 2017
(1)
JP Morgan Clearing Corp
(c)
29,338,903 7.172 19 July 2016
(2)

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The following substantial product holder notices have been received (which are included in the substantial product holder notices
disclosed above);
Substantial security holder Number of % of issued Date of notice
voting securities Rubicon securities
(a) Mr Knott has disclosed he holds a relevant interest in Rubicon shares held by:
Dorset Management Corporation 105,679,657 25.835 23 August 2016
(2)
Knott Partners L.P.
(i)
82,511,226 20.171 13 June 2014
(2)
(i) Dorset Management Corporation has entered into an investment management agreement with Knott Partners, L.P. pursuant
to which Dorset Management Corporation has discretion over the acquisition, disposition and voting of the securities held by
Knott Partners, L.P. David M Knott is the sole shareholder, Co-Director and Co-President of Dorset Management Corporation.
David M Knott Jr is a Co-Director and Co-President of Dorset Management Corporation.
(b) Castlerigg Master Investments, Ltd has disclosed it has a benefi cial interest in the following shares for which Sandell Asset
Management Corp. has the power to control the disposition of and voting for:
34,502,835 7.072 26 September 2017
(1)
(c) In their substantial security notice JP Morgan Clearing Corp. stated that the nature of their relevant interest was as a “Prime broker
with a conditional power to acquire or dispose of shares under the terms of a Prime Brokerage Agreement”.
The total number of issued voting securities at 24 November 2017 was 487,908,343. All of the references to voting securities in this
section are to the Company’s ordinary shares.
(1) Shares on issue at date substantial product holder notice was received was 487,908,343
(2) Shares on issue at date substantial product holder notice was received was 409,051,378
NZX WAIVERS
No waivers were granted to the Company by NZX under the NZSX Listing Rules during the period from 1 July 2016 to 24 November 2017.

64
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STEPHEN KASNET
Director and Chairman
BA University of Pennsylvania (Philadelphia)
Steve is CEO of Calypso Management LLC, Trustee of Governors
Academy, President of Ocean Manchester Corporation, Chairman
of Tenon Limited, and a Director of ArborGen Inc, First Ipswich
Bank, Two Harbors Investment Corp, Goodbulk Limited, and
Granite Point Mortgage Trust.
He is a former President and CEO of Raymond Property Company
and Dartmouth Street Capital, which are real estate companies
engaged in the acquisition, development, renovation, ownership
and management of residential and commercial real estate in the
Boston area. Prior to this he was President and CEO of Harbor
Global Company Limited, which maintained the largest real estate
investment fund in Russia and owned and managed one of Russia’s
leading asset management and mutual fund complexes.
HUGH FLETCHER
Director
MBA Stanford University; MCom (Hons) and BSc University of Auckland
Hugh is Chairman of IAG (New Zealand) Holdings Limited, IAG
(New Zealand) Limited and Fletcher Brothers Limited, and a Director
of Insurance Australia Group Limited.
He is also a Trustee of The University of Auckland Foundation,
the Dilworth Trust, The Fletcher Trust, JMC Fletcher Family Trust
and The New Zealand Portrait Gallery, and a member of the Asia
Pacifi c Committee of the Trilateral Commission, and the Advisory
Committee of the Knox Investment Partners Fund IV.
Hugh has broad pastoral farming interests. His executive
experience includes six years as Managing Director and Chief
Operating Officer of Fletcher Challenge Limited, before he
became CEO from 1987–1997.

BILL HASLER
Director
MBA Harvard; BA Pomona College (California), CPA
Bill is former Vice Chairman and Board Director of KPMG Peat
Marwick, a position he held from 1984–1991 after being
responsible for KPMG’s western US operations from 1984–1986,
and subsequently heading their worldwide management consulting
practice from 1986–1991.
Upon leaving KPMG, Bill became Dean and Departmental Chair
of the Haas School of Business at the University of California in
Berkeley. He held this position from 1991–1998, and continues
today as Dean Emeritus.
In addition, Bill is a Director of Globalstar Inc, Ataraxis, ETwater
Inc and the Haas School of Business at UC Berkeley. He is also a
consultant to, and investor in several private technology companies.

GEORGE KARAPLIS
Director
BEng and MBA McGill University
George has over 35 years’ experience building and growing
shareholder value and has a proven track record in high growth
companies.
He has previously led France Telecom’s Global One business in
Greece as Managing Director and was Deputy Chairman of Netia,
a Polish integrated telecom services and media solutions’ company.
He also acted as Chief Financial Offi cer and General Manager of
International Investments for the Hellenic Telecommunications
Organisation.
Prior to that George held a number of management positions in
Canada and Europe. He has relevant experience in the forestry and
wood products industry including with Domtar, a Canadian Paper
and Forest Product producer.

65
DAVID KNOTT
Director
BA University of Pennsylvania; MBA Wharton School of the
University of Pennsylvania
David is the Co-Chief Executive Officer, Co-Chief Investment
Manager and Co-Managing Partner of Knott Partners who, with
associated entities, is Rubicon’s largest shareholder. He has served
as Chief Investment Manager of Knott Partners since 1987, and
prior to this he was a General Partner and analyst at Mandrakos
Associates.
DAVID KNOTT Jr
Alternate Director
BA University of North Carolina at Chapel Hill
David is the Co-Chief Executive Offi cer, Co-Chief Investment
Manager and Co-Managing Partner of Knott Partners who, with
associated entities, is Rubicon’s largest shareholder. He has served
as Co-Chief Investment Manager of Knott Partners since March
2017. David is on the Advisory Board of The HiGro Group, LLC.
LUKE MORIARTY
Chief Executive Offi cer and Director
MS Stanford University; LLB (Hons) and BCA Victoria University
Luke has a strong background in business and commercial transactions,
both in New Zealand and North America. His fi nancial experience
has included extensive international business valuation, acquisition,
divestment and joint venture analysis and negotiation, and structuring
and execution in multi-billion dollar transactions – ranging from minority
buyouts to trade sales and IPOs.
He joined the Fletcher Challenge Executive Offi ce in 1999, and in 2000
was instrumental in the structuring of the fi nancial separation of the
Fletcher Challenge Group, including the establishment of Tenon (then
Fletcher Challenge Forests) and the formation of Rubicon in 2001.
Luke is a Director and the CEO of Rubicon and a Director of ArborGen
Inc. He was previously (2012 – 2016) a Monetary Policy Advisor to the
Governor of the Reserve Bank of New Zealand, and the Chairman of
Tenon Limited.
RANJAN TANDON
Director
MBA Harvard Business School; B Tech Indian Institute of Technology
Ranjan is Founder and Managing Member of Libra Advisors LLC
(Libra), which holds a 17.6% interest in Rubicon. Libra had assets of
$2.5 billion and invested in domestic and emerging market equities
prior to conversion to a family offi ce in 2012. He previously served
as Sr Management Trainee with DCM in India, CFO of an LBO,
InterMarine Incorporated, Houston and as a VP with Merrill Lynch
prior to establishing Libra in 1990.
Ranjan is also a Board Member of the NYU Tandon Engineering
School, the Carl Schurz Park Conservancy and has endowed Faculty
Chairs at the Harvard Business School and Yale University. He is
also a Director of a listed Stockholm Company, Vostok Emerging
Finance, which invests in early and growth stage fi ntech companies
across emerging markets.
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Investor Information
INVESTOR ENQUIRIES/REGISTERED OFFICE
Level 1, 136 Customs Street West, Auckland
PO Box 68 249, Wellesley St,
Auckland 1141, New Zealand
Telephone: 64 9 356 9800
Facsimile: 64 9 356 9801
Email: information@rubicon-nz.com
Website: www.rubicon-nz.com
STOCK EXCHANGE LISTING
The Company’s shares (RBC) are listed on the NZSX.
SHAREHOLDER ENQUIRIES
Shareholders with enquiries about share transactions or
changes of address should contact the Share Registrar:
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna, Auckland
Private Bag 92 119,
Auckland 1142, New Zealand
Telephone: 64 9 488 8777
Facsimile: 64 9 488 8787
Email: enquiry@computershare.co.nz
ELECTRONIC COMMUNICATIONS
You can elect to receive your shareholder communications
electronically.
To register, visit www.investorcentre.com/nz. To initially access
this website, you will need your CSN or Holder Number and
FIN. You will be guided through a series of steps to register
your account, including setting up a new user ID and password
for on-going use of the website.
Once logged in, click on “My Profi le”. In the Communication
preferences panel, click “update”.
Alternatively send your name, address and CSN or holder
number to ecomms@computershare.co.nz advising you wish
to receive your Rubicon shareholder communications by email.

---

14 December 2017
Notice is hereby given that a
Meeting of Rubicon Limited shareholders
will be held at the Rydges Latimer,
30 Latimer Square, Christchurch
at 10.00am on 12 January 2018
Rubicon Meeting
of Shareholders
Notice of Meeting

Rubicon Limited Meeting
IMPORTANT INFORMATION
This document includes the following information:
• a letter from the Independent Directors of Rubicon Limited;
• a summary of the Proposed Transaction: the proposed sale by Rubicon TC Holdings LP of its 44.88% interest in the Tenon
Clearwood Limited Partnership (TCLP), for which shareholder approval is being sought at the Meeting;
• a description of the business of the Meeting;
• a detailed explanation of the Proposed Transaction; and
• an independent report prepared by Grant Samuel & Associates Limited in relation to the Proposed Transaction.
VOTING/PROXY FORM
Accompanying this document is the Voting/Proxy Form, to enable shareholders to vote on the resolutions by:
• attending the Meeting; or
• lodging a postal vote; or
• appointing a proxy to vote on their behalf at the Meeting.
IMPORTANT DATES
All times are given in New Zealand time.
5.00pm, 5 January 2018Record date for determination of voting entitlements for the Meeting
10.00am, 10 January 2018Latest time for receipt by Rubicon Limited of postal votes and proxies
5.00pm, 10 January 2018Final Purchase Price Per Share advised, following calculation of TCLP net debt
at 31 December 2017
10.00am, 12 January 2018Meeting
10.00am, 31 January 2018Closing of the Proposed Transaction
FORWARD-LOOKING STATEMENTS
There are statements in this Report that are ‘forward looking statements.’ As these forward-looking statements are predictive in nature, they are
subject to a number of risks and uncertainties relating to Rubicon, and our Tenon Clearwood Limited Partnership (TCLP) and ArborGen investments,
many of which are beyond our control. As a result, actual results and conditions may differ materially from those expressed or implied by such
statements.
In particular, TCLP’s operations and results are significantly influenced by the level of activity in the various sectors of the economies in which it
operates (particularly Australasia, Europe, and North America). Fluctuations in industrial output, commercial and residential construction activity,
capital availability, housing turnover and pricing, levels of repairs, remodelling and additions to existing homes, new housing starts, relative exchange
rates (particularly the NZ dollar, the Euro, and the US dollar), interest rates, and profitability of customers, can each have a substantial impact on
TCLP’s results of operations and financial condition. Other risks include competitor product development, product demand and pricing, input costs, log
availability, and customer concentration risk.
ArborGen’s risks and uncertainties include (in addition to those noted above in relation to TCLP) - the global markets and geographies in which it
operates (particularly South America, North America, and Australasia), intellectual property protection, regulatory approvals, public and
customer acceptance of genetically engineered products, the rate of customer adoption of advanced seedling products, the success of ArborGen’s
research and development activities, weather conditions, cone and seed inventory, biological matters, and the fact that ArborGen’s annual crops and
seed orchards are not the subject of insurance cover.
As a result of the foregoing, actual results and conclusions may differ materially from those expressed or implied by such statements.
All references in this document to currencies are as stated – i.e. US$, NZ$ and Euro.

1
Letter from Independent Directors
Dear Shareholder
We are pleased to invite you to attend a Meeting of Shareholders of Rubicon Limited (Rubicon), which will be held at the Rydges
Latimer, 30 Latimer Square, Christchurch, commencing at 10.00am on 12 January 2018 (New Zealand time). Enclosed is the Notice
of Meeting which outlines the business to be conducted. If you are unable to attend the Meeting, you are encouraged to complete
and lodge your Voting/Proxy Form (either by post or by fax) so that it reaches the registered office of the Company, or the office of
the Share Registry, no later than 10.00am on 10 January 2018 (New Zealand time).
At the Meeting, the resolution shareholders will be given the opportunity to vote on relates to the proposed Sale of Rubicon’s
44.88% shareholding interest in TCLP (the Proposed Transaction), the vehicle that now owns the previous Tenon clearwood
operation. This investment is owned by Rubicon’s wholly-owned subsidiary, Rubicon TC Holdings LP (Vendor).
The proposed Purchasers of Rubicon’s TCLP interest are –
• Dorset Management Corporation (an affiliate of Knott Partners LP) (Knott), as to 20.0%
• Libra Partners NZ, LLC (an affiliate of Libra Fund LP) (Libra), as to 20.0%
• Existing TCLP Limited Partners as to 4.88%
Under the governing TCLP Partnership Agreement (LPA), existing Limited Partners have pre-emptive rights should Partners wish
to sell down their ownership interests. All existing Partners have formally agreed to waive their pre-emptive rights over the 40.0%
(combined) that is to be sold to Knott and Libra, and will participate (or not) according to their pre-emptive rights over the 4.88%
balance of Rubicon’s shareholding interest. We believe the 4.88% will be fully acquired by existing TCLP Partners.
The negotiated Purchase Price for the Sale is US$14.2 million (the cost of Rubicon’s investment in TCLP made earlier this year) plus
Rubicon’s share of the reduction in TCLP’s Net Debt in the period from 28 April 2017 (the date of Rubicon’s investment into TCLP)
through to 31 December 2017. As this latter amount will not be known until 10 January 2018, the final Purchase Price can only be
estimated at this stage, but it is expected to be circa US$15.3 million (net of US$0.7 million dividend to be received by Rubicon prior
to Closing). As we will need to wait until January to finalise that number the exact Purchase Price will not be known until then, and
as a result the Closing will not occur until 31 January 2018.
The strategic rationale for the Proposed Transaction is three-fold, and can be summarised as follows –
• Rubicon needs to make the final two deferred-settlement payments in relation to the recent acquisition of ArborGen, totalling
US$15 million. In addition, Rubicon also needs to repay US$6 million of subordinated debt notes on 1 July 2018. Rubicon Limited
had unrestricted cash of US$12.5 million as at 30 September 2017 (i.e. as per our year-end Audited Financial Statements). Closing
of the Proposed Transaction will ensure there are no funding calls on Rubicon shareholders in order to be able to make these
payments, which in turn should remove any share-price ‘overhang’ that might exist today in relation to funding uncertainty;
• Once our TCLP investment is sold, Rubicon will be 100% focused on ArborGen, as that will then be our only investment. The
Sale will then make Rubicon a ‘pure-play’ for investors on the ArborGen business upside, and with Rubicon’s financials moving
forward then only being ArborGen-based, investors will have greater transparency of ArborGen’s financial results. These two
factors should enhance the attractiveness of the stock to a wider pool of investors; and
• Although not yet finalised, we believe that once the Sale of our TCLP investment has been settled, we will then be in a position to
achieve significant cost-out / savings of up to US$2 million pa (pre restructuring costs), depending on the final operating structure
and model chosen.
We believe that these three factors – the removal of any overhang in the stock price relating to uncertainty as to funding source
of the deferred ArborGen acquisition and subordinated debt payments, simplifying Rubicon to be a pure-play on the ArborGen
business, and the achievement of cost savings, will all be beneficial to building positive momentum in the RBC share price.
Given David Knott and Ranjan Tandon are directors of Rubicon and also principals of Knott and Libra respectively (which will each
acquire 20.0% of TCLP under the Proposed Transaction), they are treated as related parties to the Proposed Transaction. To ensure the
Proposed Transaction is fair to other Rubicon shareholders, the Board of Rubicon established an Independent Committee to manage
the Proposed Transaction. The Independent Committee, comprises independent directors George Karaplis and Steve Kasnet, and
specifically excluded David Knott, Dave Knott Jr and Ranjan Tandon as their funds and associates own 45.9% of Rubicon’s issued
shares. To assist the Committee, and in order to provide an independent assessment for shareholders, the Independent Directors
employed Grant Samuel to prepare an Independent Report to Rubicon’s shareholders (other than to Knott and Libra) on the merits
of the Proposed Transaction. Grant Samuel was selected because they understand the underlying TCLP clearwood business very
well, having valued the business twice in the past 12 months in relation to the two Tenon business sale transactions (the last report
was prepared earlier this year).

2
The Grant Samuel Independent Report is included in this documentation to Rubicon shareholders. In section 5.1 of that Report,
Evaluation and Summary of the Proposed Transaction, Grant Samuel concluded –
“In Grant Samuel’s opinion, the full underlying enterprise value of TCLP is in the range of US$51.3 – US$61.5 million. Rubicon’s pro
rata share of the full underlying value is US$13.6 – US$18.2 million. The consideration for the Proposed Transaction is forecast to be
approximately US$15.3 million which is within Grant Samuel’s assessed range of Rubicon’s 44.88% share of TCLP’s full underlying
value.”
And in Section 5.8 of the Report, Fairness of the Proposed Transaction for the purposes of the NZX Listing Rules, Grant Samuel
concludes:
“In Grant Samuel’s opinion, based on the analysis of the merits outlined above, the terms of the Proposed Transaction are fair and
reasonable to the shareholders of Rubicon not associated with Knott and Libra. In Grant Samuel’s opinion, the information to be
provided by Rubicon to its shareholders is sufficient to enable holders of those shares to understand all the relevant factors and
make an informed decision as to the sale of Rubicon’s interest in TCLP.”
The Independent Committee did not deem it necessary to run a third party sales process in relation to Rubicon’s interest in TCLP.
The rationale for that decision was based on the fact that Tenon had earlier this year been through an exhaustive 18-month sales
process for the Clearwood business supported by an international investment banker, and concluded that the TCLP consortium
provided the best value outcome. Given that the consideration offered under the Proposed Transaction is the same as that which
Rubicon invested into TCLP on 28 April 2017 (i.e. US$14.2 million) adjusted upwards for Rubicon’s share of the reduction in TCLP’s
Net Debt that has occurred since, the estimated Purchase Price falls within the Grant Samuel value range, and the Rubicon stake is
a non-strategic block in a Limited Partnership structure, there was no benefit to Rubicon shareholders (only considerable cost and
time delay) to be derived from running another extended sales process.
There will only be one resolution on which shareholders will be asked to vote upon at the Meeting, but it has two aspects to it. The
first, is in relation to NZX Listing Rule 9.1, which Rule requires an Ordinary Resolution of shareholders to approve a transaction that
would change the essential nature of Rubicon’s business. Although this may not be the case with the Sale of our TCLP investment,
we have chosen to take the conservative path and seek shareholder approval on this point. All shareholders are entitled to vote
on this aspect of the resolution. The second aspect, is in relation to Listing Rule 9.2, which requires an Ordinary Resolution to be
passed in order to approve a material transaction with related parties. As Knott, Libra, and their associates are related parties to the
Proposed Transaction, they are not entitled to vote on this Resolution.
As noted above, shareholder approval of the sale of Rubicon’s 44.88% interest in TCLP will result in ArborGen then being Rubicon’s
sole asset. We have great belief in the potential future upside in ArborGen. It is a global leader in advanced forestry genetics,
operating in the world’s major commercial tree species (pine and eucalyptus), in geographies with high annual planting rates
(Brazil, the US, and Australasia). It sells to major forestry players in those countries, and has a leading market position in its largest
commercial market, the US. It has a pre-eminent intellectual property position, which includes an industry-leading germplasm
repository (i.e. genetic library), a proprietary ‘tree machine’ platform, an extensive database of global trials, varietal and transgenic
technology, and a genomics platform - all protected by a patent portfolio and a ‘bank’ of trade secrets. It has a portfolio of advanced
products that do not require regulatory approval, which are currently being commercialised. In its last fiscal year, ArborGen turned
EBITDA positive, and its forecasts are for it to be cash-positive from now onwards. The considerable investment in research,
capability and customer preparation has been made. ArborGen is now all about commercialising that investment by converting its
customers to its advanced genetics products. We believe it is well positioned to do so, and that this will be reflected in its future
earnings, and hence in its value for Rubicon shareholders.
Your Independent Directors unanimously recommend that shareholders vote in favour of the Proposed Transaction, and
we look forward to meeting with you and discussing these matters at the Meeting on 12 January 2018.
Yours sincerely,

Steve Kasnet
On behalf of the Committee of Independent Directors
14 December 2017

3
Summary of the Proposed Transaction
PROPOSED TRANSACTION
Rubicon TC Holdings has determined that it will sell its 44.88% ownership interest in TCLP.
On 11 December 2017, Rubicon TC Holdings reached an agreement with Knott and Libra to (subject to requisite Rubicon shareholder
approval at this Meeting) sell to each of those parties 20.0% of TCLP’s issued shares (i.e. in the aggregate, 40.00% of its 44.88%
ownership interest). Rubicon TC Holdings’ remaining 4.88% ownership interest in TCLP will be offered to existing TCLP Partners under
the pre-emptive provisions of the LPA, and Rubicon TC Holdings expects the 4.88% to be fully acquired by some (or all) of the existing
TCLP Partners.
Disposition of Rubicon TC Holdings’ 44.88% ownership interest would then leave Rubicon with no ownership interest in TCLP.
The Proposed Transaction is subject to the approval by the Company’s shareholders as:
• a major transaction for the purposes of the NZX Main Board Listing Rules; and
• a material transaction with a related party for the purposes of the NZX Main Board Listing Rules.
The Purchase Price for Rubicon’s 44.88% ownership interest is estimated to be circa US$15.3 million, however the exact Purchase Price
will be dependent on TCLP’s Net Debt as at 31 December 2017, which number will not be known until January 2018. Accordingly, if
shareholders approve the Sale, Closing will not occur until 31 January 2018.
RECOMMENDATION
The Independent Directors unanimously recommend that shareholders vote in favour of the Proposed Transaction.

4
Business of the Meeting
Notice is hereby given that a meeting of shareholders (Meeting) of Rubicon Limited (the Company) will be held at 10.00am on
12 January 2018, at Rydges Latimer, 30 Latimer Square, Christchurch.
A. INTRODUCTION AND ADDRESS
B. SHAREHOLDER DISCUSSION
C. RESOLUTION
Resolution 1 – Proposed Transaction – Ordinary Resolution
There is only one resolution to be put to the Meeting, and that is:
To consider and, if thought fit, pass the following as an ordinary resolution under NZX Main Board Listing Rules 9.1 and 9.2:
That the Sale of Rubicon TC Holdings LP’s 44.88% ownership interest in TCLP, on the terms described in the Notice of Meeting,
be approved.
Discussion of the Shareholder Resolution
Explanatory Note to Resolution 1 – Proposed Transaction – Ordinary Resolution
NZX Main Board Listing Rules
NZX Main Board Listing Rule 9.1 provides that the Company and its subsidiaries must not enter into a transaction, or series of linked
or related transactions, to sell assets: (a) which would change the essential nature of the business of the Company; or (b) in respect
of which the gross value is in excess of 50% of the “average market capitalisation” of the Company and its subsidiaries, in each case
except with the prior approval of an ordinary resolution of the Company (or a special resolution if section 129 of the Companies
Act also applies). As the Proposed Transaction may change the essential nature of Rubicon’s business, approval is being sought for
the Proposed Transaction under the first limb of NZX Main Board Listing Rule 9.1. The Proposed Transaction falls beneath the 50%
threshold of the second limb of Listing Rule 9.1, and approval is not required under that limb.
The Proposed Transaction does not require approval as a “major transaction” for the Company under section 129 of the Companies Act.
NZX Main Board Listing Rule 9.2 provides that the Company and its subsidiaries must not enter into a “material transaction” if a
“related party” is a party to that transaction unless it is approved by shareholders by way of an ordinary resolution. For these purposes
a “material transaction” includes a disposal of assets having an “aggregate net value” in excess of 10% of the “average market
capitalisation” of the Company and its subsidiaries. The Purchasers are “related parties” of the Company, as Knott and Libra each
hold a relevant interest in 10% or more of Rubicon’s issued share capital (and, in the aggregate, own 45.9% of Rubicon’s issued share
capital with Knott owning 28.2% and Libra 17.7%). As related parties, neither Knott nor Libra (and their associates) will be able to
vote on this resolution for these purposes.
Procedural Notes
(i) Resolution 1 is required to be approved as an ordinary resolution, required to be passed by a simple majority of the votes of those
shareholders entitled to vote and voting on that resolution.
Votes cast on Resolution 1 will be counted first to determine whether or not it has been passed for the purposes of NZX Main
Board Listing Rule 9.1, and secondly to determine whether or not it has been passed for the purposes of NZX Main Board Listing
Rule 9.2. Resolution 1 will only take effect if Resolution 1 is approved by the required votes (as outlined above) and the Proposed
Transaction is completed.
As to the first count, all shareholders are entitled to vote on Resolution 1 for the purposes of the approval required under NZX
Main Board Listing Rule 9.1. As to the second count, any persons who are related parties or beneficiaries to the Proposed
Transaction (including Knott, Libra, and their associates) are disqualified persons under Listing Rule 9.3.1, and their votes will be
disregarded for the purposes of the approval required under NZX Main Board Listing Rule 9.2.

5
(ii) The persons who will be entitled to vote on the resolutions at this Meeting are those persons who are shareholders at 5.00pm,
5 January 2018 (New Zealand time), and only the shares registered in those shareholders’ names on that date may be voted at
the Meeting.
(iii) The accompanying Voting/Proxy Form should be used to vote on the resolutions. Shareholders can participate by postal vote, by
proxy or by casting their vote in person at the Meeting.
(iv) Shareholders may cast a postal vote on the resolutions to be voted on at the Meeting by indicating their voting directions on the
enclosed Voting/Proxy Form, signing the form and sending it either by post to the registered office of the Company or by post or
by fax to the office of the Share Registrar. The completed Voting/Proxy Form must be received no later than 10.00am, 10 January
2018 (New Zealand time). The Company Secretary has been authorised by the Board to receive and count postal votes at the
Meeting.
(v) Any shareholder who is entitled to attend and vote at the Meeting may appoint a proxy to attend and vote in their place. When
appointing a proxy, a shareholder can choose to either direct the proxy how to vote or leave the decision on how to vote up to
the proxy’s discretion. If a shareholder appoints a person who is not entitled to vote on a particular resolution as their proxy, that
proxy will not be able to cast that shareholder’s votes on that resolution unless they have been directed how to vote (i.e., the
proxy cannot exercise their discretion). A shareholder wishing to appoint a proxy should complete the enclosed Voting/Proxy Form
and send it either by post to the registered office of the Company or by post or by fax to the office of the Share Registrar. The
completed Voting/Proxy Form must be received no later than 10.00am, 10 January 2018 (New Zealand time). A proxy does not
have to be a shareholder in the Company. For example, shareholders may appoint the chairman of the Meeting to act as their
proxy, or another person. The chairman of the Meeting, in that capacity, will vote discretionary proxies held by the “chairman of
the meeting” in favour of the resolution.
(vi) Rubicon directors Hugh Fletcher, William Hasler, and Luke Moriarty, and management, (and/or parties associated with them), hold
shares in TCLP. While they are not contractually required or committed to acquire any of the shares Rubicon is proposing to sell,
they do have pro-rata pre-emptive rights (common to all TCLP shareholders) under the LPA which would enable them to do so in
respect to some of the 4.88% not being acquired by Knott and Libra. All have indicated that they, and their associates, will not
vote Rubicon shares held by them (if any) on the Resolution. The three directors were not members of Rubicon’s Independent
Committee. Please also refer the table of shares held by Rubicon Directors and/or associated persons shown on page 8.
(vii) This Notice of Meeting has been approved by NZX Limited in accordance with NZX Main Board Listing Rule 6.1.1, however, NZX
dos not take responsibility for any statement contained in this Notice of Meeting.
(viii) Shareholders may revoke their proxies by giving written notice of revocation to the registered office of the Company or the office
of the Share Registrar no later than 10.00am, 10 January 2018 (New Zealand time).
(ix) Address details for the Share Registrar are set out in the Voting/Proxy Form.
By Order of the Board
Auckland
New Zealand
14 December 2017

Mark Taylor
Company Secretary
Rubicon Limited

6
The Proposed Transaction
Investment being sold
Rubicon TC Holdings’ 44.88% ownership interest in TCLP (i.e. 14,226,000 TCLP shares). TCLP is the owner of the Clearwood business
and operations formerly owned by Tenon. Rubicon has agreed to guarantee Rubicon TC Holdings’ obligations under the Agreement.
Consideration
The Purchase Price is US$14,226,000, plus the reduction in Net Debt between 28 April 2017 (being the day Rubicon TC Holdings
acquired its interest in TCLP) and 31 December 2017 multiplied by 44.88%. As the reduction in Net Debt will not be known until
January 2018, the exact Purchase Price is unknown today, however it is currently estimated to be circa US$15.3 million (net of a US$0.7
million dividend to be received by Rubicon prior to Closing). The Purchase Price will be advised to shareholders on 10 January 2018,
following calculation of the 31 December 2017 TCLP Net Debt position. If Rubicon shareholders approve the Proposed Transaction, the
Purchase Price is payable in cash, on 31 January 2018.
Purchasers
The Purchasers of Rubicon TC Holding’s 44.88% ownership interest in TCLP are Knott and Libra as to 40.0% (i.e. 12,680,000 TCLP
shares, or 6,340,000 TCLP shares to each of Knott and Libra), and the purchasers of the remaining 4.88% (i.e. 1,546,000 TCLP shares)
will be some (or all) of the existing TCLP Partners under the Partner pre-emptive provisions of the LPA.
Key conditions
The Proposed Transaction is subject to the satisfaction of certain conditions, including:
• The approval of the Company’s shareholders;
• No injunctions or restraints having been enacted or enforced by any governmental authority or any other legal restraint or prohibition
preventing the consummation of the transactions contemplated under the Agreement;
• The BNZ, as lender to the TCLP, unconditionally approving the Proposed Transaction and continuing to make available its current
bank facilities to TCLP on existing terms; and
• There having been no material adverse change in the Clearwood business between signing and Closing.
The Sale Agreement will terminate if any of the conditions have not been fulfilled by 15 February 2018.
Exclusivity arrangements
Rubicon has agreed not to actively pursue any proposals with any person in relation to a potential Sale of its TCLP investment unless
the Sale Agreement has been terminated in accordance with its terms. If Rubicon receives an unsolicited approach from a third party
to acquire Rubicon TC Holdings’ 44.88% interest in TCLP (an Alternative Proposal), it must advise that third party of the existence
of the Sale Agreement and notify the Purchasers of the approach received (including its terms). However, Rubicon may engage with
a third party in respect of an Alternative Proposal if it is received before shareholders approve the Proposed Transaction, the Board
considers that it is superior to the Proposed Transaction and believes the TCLP Partners would waive their pre-emptive rights to allow
the Alternative Proposal to proceed and the BNZ would approve the Alternative Proposal, and the Board has received legal advice that
failure to act on such a proposal (a Superior Proposal) would be likely to violate their fiduciary duties. Rubicon must give the Purchasers
the opportunity to match any such Superior Proposal.
Key representations, warranties and undertakings
Rubicon TC Holdings and Rubicon warrant to Knott, Libra, and the existing Partner purchasers of its TCLP interest, that:
• The Company has full legal title to the Shares; and
• The Company is duly authorised to enter into the Proposed Transaction.
Other warranties given are limited in nature, have a life of only six months, and a maximum aggregate claim amount of US$0.4 million,
with the main warranty being that the Company did not make any claim (and did not elect not to pursue a claim) under the warranties
given by Tenon in the Tenon Purchase Agreement, and no circumstance existed that would have allowed TCLP to make such a claim,
and there is no fact, circumstance or matter now existing that would allow a claim to proceed under the Tenon Purchase Agreement
had that warranty period not already expired.
Knott, Libra, and the existing Partner purchasers of Rubicon TC Holdings’ TCLP interest, acknowledge that apart from the above
warranties made by TC Holdings and Rubicon, that no other warranties or representations are being given, and that they are relying
solely on their own judgement, investigations, and professional advice, and that they are not relying on any statement, undertaking,
representation or warranty of any kind, other than the warranties noted above.
Knott and Libra have undertaken to sign a deed of adherence to TCLP in the form required by the LPA.

7
Closing
If the Company’s shareholders approve the Proposed Transaction at the Meeting and all other conditions are satisfied, Closing of the
Proposed Transaction will take place on 31 January 2018.
Use of Sale proceeds
The net proceeds of the Proposed Transaction (together with existing cash resources) will be used to meet the outstanding US$15
million in deferred settlement payments relating to the ArborGen acquisition made by Rubicon earlier this year, and the repayment of
the outstanding US$6 million subordinated note on 1 July 2018. Rubicon’s residual cash balance (net of restructuring costs) will then
be used to advance ArborGen’s business and operations.
Guarantee and other covenants provided by the Company
Rubicon has guaranteed Rubicon TC Holdings’ performance of its obligations under the Sale Agreement.
Summary of Independent Advisers’ Report to shareholders
Grant Samuel & Associates Limited was commissioned by the Independent Directors to undertake an independent review of the
Proposed Transaction. Section 5.8 of Grant Samuel’s report, Fairness of the Proposed Transaction for the purposes of the NZX Listing
Rules, concludes:
“In Grant Samuel’s opinion, based on the analysis of the merits outlined above, the terms of the Proposed Transaction are fair and
reasonable to the shareholders of Rubicon not associated with Knott and Libra. In Grant Samuel’s opinion, the information to be
provided by Rubicon to its shareholders is sufficient to enable holders of those shares to understand all the relevant factors and make
an informed decision as to the sale of Rubicon’s interest in TCLP.”
A full copy of the Grant Samuel report is appended to this Notice of Meeting, and the above extract should not be read in isolation
from the full Grant Samuel report. Please also make reference to page 7 of the Grant Samuel report, where a schematic of Rubicon’s
investment ownership position is shown.
If the Proposed Transaction does not proceed
As described above, the Proposed Transaction is subject to the Company’s shareholders approving it at the Meeting. The Proposed
Transaction will not complete in the event that shareholders do not approve it or one of the other conditions is not satisfied or waived.
There are no break fees or termination fees should the Proposed Transaction not be approved by shareholders.
Rubicon would then continue to own 44.88% of TCLP, and it would continue to be subject to the risks and influences to which
it is currently exposed. Those influences include the level of activity in the various sectors of the economies in which it competes,
particularly in New Zealand, Europe, and North America, fluctuations in industrial output, commercial and residential construction
activity, capital availability, housing turnover and pricing, levels of repairs, remodelling and additions to existing homes, new housing
starts, fibre availability, relative exchange rates (particularly Euro and US$), interest rates and profitability of customers. Other risks
include competitor product development, product demand and pricing, input costs, and customer concentration risk.
In addition, Rubicon would need to find another source of funding in order to meet the outstanding US$15 million in deferred
settlement payments relating to the ArborGen acquisition made earlier this year, and the repayment of the outstanding US$6 million
subordinated notes, all by 1 July 2018.
If the Proposed Transaction does not proceed, Rubicon would not be able to remove all of the estimated (up to) US$2 million per
annum in overhead savings.
Whilst Rubicon believes the 4.88% proposed to be sold to existing TCLP Partners will be fully acquired by those Partners, if it were not
then Rubicon would look to sell any remaining balance to other parties.
Alternatives to the Proposed Transaction
The main alternative to the Proposed Transaction that was considered was the issuance of new Rubicon equity. The Independent
Committee rejected this alternative, given its belief that the Rubicon share price is materially undervalued at the current level, that any
share placement would be dilutive to non-participating shareholders, and that a rights issue would be expensive and time-consuming
to complete and with unknown certainty of outcome in the absence of a full underwrite.
Recommendation
The Independent Directors consider that the Closing of the Proposed Transaction is in the Company’s best interests and
of benefit to all shareholders and, as a result, unanimously recommend that shareholders vote in favour of the Proposed
Transaction.

8
Directors
Directors of the Company, and associated persons of those Directors, who own Rubicon shares are shown in the table below.
Shares held by Directors and/or associated persons
DirectorHow heldNumber of
Ordinary Shares
% of Rubicon

issued shares
David Knott, Dave Knott Jr, and AssociatesBeneficial137,663,11128.2%
Libra Funds LP, Ranjan Tandon, and AssociatesBeneficial86,108,41917.7%
H.A. FletcherNon-Beneficial5,775,2861.2%
W.A. HaslerBeneficial823,8040.2%
S.G. KasnetBeneficial and

Non-Beneficial
613,2200.1%
S.L. MoriartyBeneficial3,495,4760.7%

9
Glossary
The following terms have the following meanings when used in this Notice of Meeting.
Associates means, in respect of a person, that person’s “Associated Persons” for the purposes of the NZX Main Board Listing
Rules. In broad terms, a person (the “first person”) is an Associated Person of another person (the “second person”) if, in making a
decision or exercising a power affecting the Company, the first person could be influenced as a consequence of an arrangement or
relationship existing between, or involving, the first person and the second person.
Board means the board of directors of the Company.
Closing means 31 January 2018.
Companies Act means the Companies Act 1993 (New Zealand).
Company means Rubicon Limited and/or Rubicon TC Holdings LP as the context may require.
Directors mean the directors of the Company.
Group means Rubicon Limited and its subsidiaries.
Guarantor means Rubicon Limited, who is guaranteeing the performance by Rubicon TC Holdings of its obligations under the Sale
Agreement.
Independent Committee means a Committee of Independent Directors.
Independent Directors means George Karaplis and Steve Kasnet.
Knott means Dorset Management Corporation, and Knott Partners LP (who together with Associates own 28.2% of Rubicon’s
issued shares).
Libra means Libra Partners NZ, LLC, and Libra Fund LP (who together with Associates own 17.7% of Rubicon’s issued shares).
LPA means the Limited Partnership Agreement that governs TCLP.
Meeting means the meeting of shareholders of the Company, to be held on 12 January 2018, and any adjournments or
postponements thereof.
Net Debt means TCLP’s outstanding bank debt (inclusive of accrued and unpaid interest) less cash at bank and liquid deposits
(including accrued and unpaid interest receivable).
Notice of Meeting means this notice of meeting by the Company for the purpose of calling the Meeting.
NZ$ means New Zealand dollars.
NZX Main Board means the main board equity securities market operated by NZX.
Partner(s) means a Limited Partner owning shares issued by TCLP.
Purchase Price refers to the Purchase price for all Rubicon TC Holdings’ ownership interest in TCLP, and means US$14,226,000,
plus the US$ amount by which Net Debt has reduced (in the period from 28 April 2017 through to 31 December 2017) multiplied by
44.88%.
Purchase Price Per Share means Purchase Price divided by 14,226,000.
Proposed Transaction means the Sale of Rubicon TC Holdings’ ownership interest in TCLP.
Purchaser(s) means Knott, Libra, and the existing TCLP shareholders who purchase 4.88% of TCLP.
Rubicon means Rubicon Limited or, where the context requires, the group comprising Rubicon Limited and its subsidiaries.
Rubicon TC Holdings means Rubicon TC Holdings LP, the direct owner of Rubicon’s 44.88% TCLP shares.
Sale means the sale of Rubicon TC Holdings’ 44.88% ownership interest in TCLP.
Sale Agreement means the sale and purchase agreement relating to Rubicon TC Holdings’ ownership interest in TCLP, between
Rubicon TC Holdings (and Rubicon Limited as Guarantor) and the Purchasers, over 40% of TCLP’s issued shares.
Share Registrar means Computershare Investor Services Limited.
TCLP means the Tenon Clearwood Limited Partnership, which, on 28 April 2017, acquired the assets of the Clearwood business
formerly owned by Tenon Limited.
Tenon means Tenon Limited or, where the context requires, the group comprising Tenon Limited and its subsidiaries.
Tenon Purchase Agreement means the sale and purchase agreement relating to the Clearwood business and assets, dated 14
February 2017, between Tenon Manufacturing Limited, Tenon, and TCLP.
US$ means United States dollars.
Voting/Proxy Form means the voting / proxy form accompanying this Notice of Meeting.

1
RUBICON LIMITED
INDEPENDENT APPRAISAL REPORT ON THE PROPOSED SALE OF RUBICON
LIMITED’S INTEREST IN TENON CLEARWOOD LIMITED PARTNERSHIP
GRANT SAMUEL & ASSOCIATES LIMITED
DECEMBER 2017

2
TABLE OF CONTENTS
1 TERMS OF THE PROPOSED TRANSACTION ____________________________________________________ 3
1.1 Background _______________________________________________________________________ 3
1.2 Details of the Proposed Transaction ____________________________________________________ 3
2 SCOPE OF THE REPORT ___________________________________________________________________ 5
2.1 Purpose of the Report _______________________________________________________________ 5
2.2 Requirements of the NZX Listing Rules __________________________________________________ 5
2.3 Basis of Evaluation __________________________________________________________________ 6
3 PROFILE OF RUBICON ____________________________________________________________________ 7
3.1 History ___________________________________________________________________________ 7
3.2 Rubicon Forecast Financial Performance ________________________________________________ 8
3.3 Rubicon Financial Position ____________________________________________________________ 9
3.4 Cash Flows _______________________________________________________________________ 10
3.5 Tenon Clearwood Limited Partnership _________________________________________________ 10
3.6 Profile of ArborGen ________________________________________________________________ 14
3.7 Rubicon’s Ownership _______________________________________________________________ 17
3.8 Rubicon’s Share Price Performance ___________________________________________________ 17
4 VALUATION OF TENON CLEARWOOD LIMITED PARTNERSHIP ___________________________________ 18
4.1 Summary ________________________________________________________________________ 18
4.2 Earnings for Valuation ______________________________________________________________ 19
4.3 Preferred Methodology _____________________________________________________________ 19
4.4 Earnings Multiple Analysis ___________________________________________________________ 20
5 MERITS OF THE PROPOSED TRANSACTION __________________________________________________ 23
5.1 Evaluation and Summary of the Proposed Transaction ____________________________________ 23
5.2 Evaluation of the Sale Price and Terms of the Proposed Transaction _________________________ 23
5.3 Merits of the Proposed Transaction ___________________________________________________ 23
5.4 The likelihood of an alternative offer __________________________________________________ 24
5.5 Evaluation on the impact of Rubicon’s earnings and financial position ________________________ 25
5.6 Alternatives to the Proposed Transaction _______________________________________________ 26
5.7 The timing and circumstances surrounding the Proposed Transaction ________________________ 26
5.8 Fairness of the Proposed Transaction for the purposes of the NZX Listing Rules ________________ 26
5.9 Acceptance or Rejection of the Proposed Transaction _____________________________________ 26
APPENDIX 1 RECENT TRANSACTION EVIDENCE ___________________________________________________ 26
APPENDIX 2 COMPARABLE LISTED COMPANIES __________________________________________________ 28
APPENDIX 3 OVERVIEW OF THE NEW ZEALAND TIMBER PROCESSING INDUSTRY ________________________ 29
APPENDIX 4 VALUATION METHODOLOGY DESCRIPTIONS ___________________________________________ 30
APPENDIX 5 INTERPRETATION OF MULTIPLES ____________________________________________________ 32
APPENDIX 6 QUALIFICATIONS, DECLARATIONS AND CONSENTS ______________________________________ 34

3
1 Terms of the Proposed Transaction
1.1 Background
On 11 December 2017, Rubicon Limited (Rubicon) announced that it proposes to sell its 44.88%
shareholding
1
in Tenon Clearwood Limited Partnership (TCLP) to Dorset Management Corporation (an
affiliate of Knott Partners LP) (Knott), Libra Partners NZ, LLC (an affiliate of Libra Fund LP) (Libra) and the
other partners in TCLP (together the Proposed Purchasers) for consideration estimated to be US$15.3
million, representing the cost of Rubicon’s investment into TCLP in April 2017 (US$14.2 million) plus Rubicon’s
share of the net cash generated in TCLP in the period from 28 April 2017 through to 31 December 2017
(estimated to be US$1.1 million following the payment of an upcoming dividend of US$0.7 million in
December 2017)
2
(the Proposed Transaction).

A summary of the proportion of Rubicon’s TCLP shares that the Proposed Purchasers are acquiring is outlined
below:
PROPOSED PURCHASERS – PROPORTION OF SHARES ACQUIRED
% OF TCLP SHAREHOLDING ACQUIRED
Knott 20.00%
Libra 20.00%
Existing TCLP Limited Partners 4.88%
Share % to be acquired 44.88%

Under the TCLP Partnership Agreement, the Limited Partners have pre-emptive rights should partners wish
to sell their shareholding. All existing Partners have agreed to waive their pre-emptive rights over the 40%
interest in TCLP being sold to Knott and Libra. The residual 4.88% balance is to be taken up by existing TCLP
Limited Partners under the pre-emptive provisions of the TCLP Partnership Agreement.
In June 2017, Rubicon acquired the remaining 66.66% of the shares it did not own in US-based forestry
genetics company, ArborGen Inc. (ArborGen) for US$28.5 million. Rubicon needs to make two final deferred-
settlement payments totalling US$15 million to complete the purchase of ArborGen. In addition, Rubicon
also needs to repay US$6 million of subordinated debt notes on 30 June 2018.

The sale of the 44.88% interest in TCLP will result in ArborGen being Rubicon’s sole asset.

The completion of the Proposed Transaction will ensure funding calls on Rubicon Shareholders will not be
required in order for Rubicon to meet all of these payments.

1.2 Details of the Proposed Transaction
The proposed sale of Rubicon’s 44.88% shareholding in TCLP is subject to the satisfaction of certain conditions
which include:
§ the approval of the Proposed Transaction. There will be one resolution on which shareholders will be
asked to vote on:
• an ordinary resolution of shareholders to approve the Proposed Transaction as it may change
the essential nature of Rubicon’s business. This is required under Listing Rule 9.1; and
• an ordinary resolution to approve a material transaction with a related party. This is required
under Listing Rule 9.2.
§ the BNZ, as lender to TCLP, unconditionally approving the Proposed Transaction and continuing to make
available its current bank facilities to TCLP on existing terms;
_________________________________________________________________________________________________________________________________________________________
1
Shares are held by Rubicon TC Holdings, a 100% subsidiary of Rubicon Limited. For the purpose of this report company means Rubicon Limited or Rubicon TC
Holdings Limited as the case may be.
2
The net debt position will not be known until 10 January 2018.

4
§ TCLP’s business not having suffered a material adverse change (or an event having occurred that is
reasonably likely to result in that occurring); and
§ no law being enacted or enforced that prevents the consummation of the Proposed Transaction.
The fundamental warranties being provided to the Proposed Purchasers are that Rubicon:
§ has full legal title to the Shares; and
§ is duly authorised to enter into the Proposed Transaction.

Other warranties being given are limited in nature, have a life of only six months, and a maximum aggregate
claim amount of US$0.4 million.

Rubicon has entered into an exclusivity agreement with the Proposed Purchasers not to actively pursue any
proposals with any person in relation to a potential sale of its TCLP investment unless the Proposed
Transaction sale agreement (Sale Agreement) has been terminated in accordance with its terms. If Rubicon
receives an unsolicited approach from a third party to acquire Rubicon’s 44.88% interest in TCLP (an
Alternative Proposal), it must advise that third party of the existence of the Sale Agreement and notify the
Proposed Purchasers of the approach received (including its terms). However, Rubicon may engage with a
third party in respect of an Alternative Proposal if:
§ it is received before shareholders approve the Proposed Transaction; and
§ the Independent Committee:
• considers that it is superior to the Proposed Transaction; and
• believes the TCLP Partners would waive their pre-emptive rights to allow the Alternative Proposal
to proceed; and
• believes the BNZ would approve the Alternative Proposal; and
§ the Committee has received legal advice that failure to act on such a proposal would be likely to violate
their fiduciary duties.
Rubicon must give the Proposed Purchasers the opportunity to match any such superior proposal. 


The Proposed Acquisition is conditional upon the resolution being passed by Rubicon shareholders. If the
resolution is passed by Rubicon shareholders, the transaction is expected to be completed on 31 January
2018.

5
2 Scope of the Report
2.1 Purpose of the Report
The Independent Directors of Rubicon have engaged Grant Samuel and Associates (Grant Samuel) to prepare
an Independent Appraisal Report to consider the Proposed Transaction. Grant Samuel is independent of
Rubicon, the Proposed Purchasers and the TCLP and has no involvement with, or interest in, the outcome of
the Proposed Transaction.

The Proposed Transaction is subject to both Rule 9.1 of the NZSX Listing Rules relating to the disposal of a
listed company’s assets and Rule 9.2 relating to transactions with related parties.

The Notice of Meeting to consider the Proposed Transaction must contain such information, reports,
valuations, and other material as are necessary to enable the holders of Rubicon shares to appraise the
implications of the Proposed Transaction.

A copy of this report will accompany the Notice of Meeting to be sent to all Rubicon shareholders. This report
is addressed to Rubicon’s Independent Directors, for the benefit of Rubicon shareholders not associated with
Knott and Libra and their associates.

The report should not be used for any purpose other than as an expression of Grant Samuel’s opinion as to
the fairness of the Proposed Transaction. This report should be read in conjunction with the Qualifications,
Declarations and Consents outlined at Appendix 6.

2.2 Requirements of the NZX Listing Rules
2.2.1 Major transaction under Listing Rule 9.1.
Listing Rule 9.1.1 provides that, except with the prior approval of an ordinary resolution, Rubicon may not
enter into any transaction or series of linked or related transactions to acquire, sell, exchange, or otherwise
dispose of assets in Rubicon:

a) which would change the essential nature of the business of the Company; or
b) in respect of which the gross value is in excess of 50% of the average market capitalisation of the
Company.

In accordance with 9.1.2, an Appraisal Report is required to accompany the Notice of Meeting to approve
the required ordinary resolution.

2.2.2 Transaction with Related Parties under Listing Rule 9.2.1.
Listing Rule 9.2.1 requires that where there is a material transaction with a Related Party, it must be approved
by the shareholders other than the related parties and its associates. The Notice of Meeting must be
accompanied by an Appraisal Report which contains such information as is necessary for Rubicon
shareholders to decide whether the terms of the proposed sale are fair.

Some of the Proposed Purchasers are considered to be Related Parties of Rubicon, as the beneficial
shareholders of Knott and Libra each hold a relevant interest in 10% or more of Rubicon’s issued share capital.
Knott and Libra together hold 45.9% of Rubicon’s shares. In relation to Rule 9.2, Knott and Libra and their
associates cannot vote on that part of the ordinary resolution.

In addition, Rubicon directors Hugh Fletcher, William Hasler and Luke Moriarty, and management, (and/or
parties associated with them) hold shares in TCLP and will not vote their Rubicon shares on the resolution.
While they are not contractually required or committed to acquire any of the TCLP shares Rubicon is
proposing to sell, they have pro rata pre-emptive rights (common to all TCLP shareholders) under the TCLP
Partnership Agreement, which will enable them to acquire shares in respect to some of the 4.88% not being
acquired by Knott and Libra.

6
2.2.3 Appraisal Report Requirements
Pursuant to Listing Rule 1.7.2, the Appraisal Report is required to:
§ be addressed to the Independent Directors of Rubicon;
§ be expressed to be for the benefit of the shareholders of Rubicon not associated with Knott and Libra
and their associates;
§ state whether or not in the opinion of Grant Samuel the consideration and the terms and condition of
the proposed sale of the 44.88% interest in TCLP are “fair” to Rubicon’s shareholders (other than those
associated with Knott and Libra and their associates);
§ state whether or not in Grant Samuel’s opinion the information to be provided by Rubicon to its
shareholders is sufficient to enable holders of those shares to understand all the relevant factors and
make an informed decision as to the “fairness” of the proposed sale and the grounds for that opinion;
§ state whether Grant Samuel has obtained all information which it believes desirable for the purposes
of preparing the report, including all relevant information which is or should have been known by any
director of Rubicon and made available to the directors;
§ state any material assumptions on which Grant Samuel’s opinion is based; and
§ state any term of reference which may have materially restricted the scope of the report.

The term “fair” has no legal definition in New Zealand either in the NZX Listing Rules or in any other statutes
dealing with securities or commercial law. However, guidance in interpreting and applying the rule can be
gained both from regulatory interpretation in other jurisdictions and rulings made by the NZX.

The decision of each Rubicon shareholder as to whether or not to vote in favour of the Proposed Transaction
is a matter for individual shareholders, having considered all relevant factors and their own preference either
in favour of or against the Proposed Transaction.

2.3 Basis of Evaluation
Grant Samuel has evaluated the Proposed Transaction by reviewing the following factors:
§ the estimated value range of the 44.88% interest in TCLP and the value of the Proposed Transaction
when compared to the estimated value range;
§ the likelihood of an alternative offer and alternative transactions that could realise fair value;
§ any advantages or disadvantages for Rubicon shareholders of accepting or rejecting the Proposed
Transaction;
§ the potential alternatives to the Proposed Transaction and the process followed to yield these
outcomes; and
§ reviewing the current trading conditions for TCLP and the timing and circumstances surrounding the
Proposed Transaction.

7
3 Profile of Rubicon
3.1 History
Rubicon was formed as a new company to assist in the separation of the Fletcher Challenge Group, and also
in the capitalisation of Fletcher Forests Limited (Fletcher Forests) to allow that company to become a stand-
alone entity. Tenon Limited (Tenon) subsequently emerged from the restructuring of Fletcher Forests, which
itself was originally part of the Fletcher Challenge Limited (Fletcher Challenge) group of companies. As part
of the Fletcher Challenge separation transactions Fletcher Forests received NZ$90 million from a placement
of Fletcher Forests shares to newly formed Rubicon and NZ$80 million from the sale of its South American
and biotechnology assets to Rubicon. The Fletcher Challenge separation was implemented in March 2001,
following which Rubicon and Fletcher Forests traded as separate publicly listed entities.

In late 2002, Fletcher Forests transitioned from a forestry growth strategy to refocus its business on the
higher yielding wood processing, marketing and in-market distribution activities. In 2003 Fletcher Forests
sold all of its forest estates and contemporaneously with the sale, changed its name to Tenon. Sale proceeds
from the forest estate sale were distributed to shareholders. In March 2004, Rubicon successfully launched
a takeover bid to acquire 50.01% of Tenon, and it has since increased its ownership interest to 59.78%.

In December 2016, Tenon sold the company’s North American business to Blue Wolf Capital for
approximately US$113 million (the Tenon USA Transaction).

In April 2017, Tenon sold its last remaining asset, the Clearwood business (Clearwood) to TCLP. As a result
of this transaction:
§ Rubicon became a 44.88% shareholder in TCLP, at a cost of US$14.2 million; and
§ Tenon delisted from the NZX Main Board on 31 July 2017 and Tenon shareholders have voted to place
Tenon into voluntary liquidation given it no longer has any operating assets. The proportion of the
Tenon cash surplus upon completion of the liquidation payable to Rubicon is estimated to be around
US$2.6 million, and the payment should be able to be made in the first quarter of 2018.

Today, Rubicon is comprised of:
§ a 100% interest in US-based forestry genetics company, ArborGen;
§ a 44.88% interest in TCLP; and
§ a 59.78% interest in Tenon.
RUBICON – SUMMARISED COMPANY STRUCTURE



Entering voluntary liquidation
59.78%
shareholder
100.00%
shareholder
44.88%
shareholder
Rubicon
100.00%
shareholder
Clearwood
AborGen
Tenon
TCLP

8
The sale of Rubicon’s interest in TCLP and the liquidation of Tenon will result in ArborGen being Rubicon’s
sole asset. Rubicon has a 100% voting interest and ownership in ArborGen, and a 95% economic interest due
to outstanding warrants relating to ArborGen’s acquisition of Cellfor in 2012. The warrants are automatically
exercised upon an IPO of ArborGen or alternatively at any time if 66.7% of the warrant holders elect to do
so. The warrants can also be exercised by ArborGen if substantially all of ArborGen’s assets are sold or if
50.01% or more of ArborGen’s shares are sold. The warrants do not provide the holders with access to
dividends. In addition, ArborGen’s senior management team hold options in respect of 5.3% of ArborGen’s
issued capital. The options are fully vested and are exercisable at the same price per share paid by Rubicon
(when it moved to 100% ownership of ArborGen in June 2017) by the option holders upon an IPO of
ArborGen, the sale of all or substantially all of ArborGen’s assets or shares, or the issue of new shares
resulting in a change in majority control of ArborGen.

3.2 Rubicon Forecast Financial Performance
The pro forma forecast financial performance of Rubicon for the 12 months ending 31 March 2018 (FY18)
(prior to the Proposed Transaction) is summarised below:
RUBICON PRO FORMA FINANCIAL PERFORMANCE (US$MILLIONS)
YEAR ENDED 31 MARCH 2018F
Revenue
128.8
Cost of sales (98.6)
Gross profit
30.2
Gross margin %
23%
Overhead expenses
(13.8)
EBITDA
16.4
EBITDA margin %
13%
Depreciation and amortisation
(10.3)
EBIT 6.1
Net Interest (4.0)
Net profit before tax
2.1
Tax
-
Net profit after tax
2.1

The following points should be taken into consideration when reviewing the table above:
§ over the last 12 months Rubicon has changed its balance date from 30 June to 30 September, Tenon
(which is consolidated into Rubicon’s accounts) sold its US distribution business to Blue Wolf, and
Clearwood to TCLP, and Rubicon acquired the remaining 66.66% of the shares in ArborGen that it did
not already own. The transaction activity and balance date change makes it challenging to compare
Rubicon’s financial performance prior periods;
§ the pro forma forecast presented above combines the FY18 forecast for TCLP and ArborGen (detailed
below). It is important to note that, although TCLP is consolidated into Rubicon’s financial statements
(because it has a 50.01% voting control by virtue of voting control agreements over 5.13% of the TCLP
shares), it only owns 44.88% of TCLP and Rubicon shareholders are, subject to meeting various bank
covenants, only entitled to its proportion of net profit before taxation from the business;
§ the pro forma position before the Proposed Transaction is outlined above as it is used to assess the
merits of the Proposed Transaction (see section 5.5); and
§ analysis of the underlying financial performance of TCLP and ArborGen are provided in sections 3.5 and
3.6 of this report.

9
3.3 Rubicon Financial Position
The financial position of Rubicon as at 30 September 2017, as reported in Rubicon’s 2017 audited financial
statements and the pro forma financial position after the liquidation of Tenon, payment of the deferred-
settlement payments in relation to the acquisition of ArborGen and the repayment of the subordinated debt
is summarised below:
RUBICON – FINANCIAL POSITION (US$ MILLIONS)
AS AT 30 SEPTEMBER 2017 AS REPORTED
PRO FORMA
ADJUSTMENTS
PRO FORMA POSITION
BEFORE THE
PROPOSED
TRANSACTION
Receivables
9.1 - 9.1
Inventory 41.0 - 41.0
Creditors (23.6) 1.1 (22.5)
Current lease obligation (0.7) - (0.7)
Working capital
25.8 1.1 26.9
Fixed assets 62.0 - 62.0
Goodwill 18.0 - 18.0
Intellectual property 106.9 - 106.9
Deferred tax liability (6.0) - (6.0)
Net operating assets
206.7 1.1 207.8
Cash and liquid deposits 31.2 (23.8) 7.4
Deferred settlement (15.0) 15.0 -
Current Debt (17.9) 6.0 (11.9)
Term debt (33.3) - (33.3)
Net bank debt
(35.0) (2.8) (37.8)
Lease obligation (11.9) - (11.9)
Net debt
(46.9) (2.8) (49.7)
Net assets 159.8 (1.7) 158.1

The following points should be taken into consideration when reviewing the table above:
§ the pro forma position before the Proposed Transaction is outlined above as it is used to assess the
merit of the Proposed Transaction (see section 5.5);
§ the pro forma financial position assumes a US$2.6 million capital return from the liquidation of Tenon;
and
§ analysis of the underlying balance sheets of TCLP and ArborGen are provided in sections 3.5 and 3.6.

10
3.4 Cash Flows
The pro forma forecast cash flows for Rubicon for FY18F are summarised below:
RUBICON – PRO FORMA FREE CASH FLOW (US$ MILLIONS)
YEAR END 31 MARCH
3
2018F
EBITDA less finance costs 12.4
Less: Capital expenditure (3.2)
Less: R&D (5.8)
Free cash flow before movements in working capital 3.4

3.5 Tenon Clearwood Limited Partnership
3.5.1 Business operations
TCLP (i.e. Clearwood) is the leading New Zealand manufacturer of radiata clear wood products for sale into
the high-value global markets in Europe and the US. The business comprises a large grade cutting mill in
Taupo, New Zealand with an associated remanufacturing plant, and integrated global sales and marketing
activities. The company is responsible for exporting approximately 30% of the total manufactured pine
products from New Zealand to the US, and is the fifth largest containerised exporter out of New Zealand.
Clearwood employs approximately 275 full time equivalent staff and operates in the New Zealand Timber
Processing industry. An overview of the New Zealand Timber Processing industry is provided in Appendix 3.

The US is Clearwood’s primary export market, being the destination for approximately 85% of all its high-
value products, with Europe being Clearwood’s second major fast-developing market. Clearwood’s key
export markets are described below:
§ United States - supplying into the new home construction market (via its own sales and distribution
arm (Taupo Wood Solutions selling to pro-dealers and wholesalers) and to the remodelling & renovation
market both directly and indirectly (through Empire, under a 5-year exclusive arrangement);
§ Europe - supplying the high-value, high-growth wood modification market; and
§ Other markets - these primarily comprise China and New Zealand for lower-grade ‘shop’ and industrial
product.

New Zealand’s pruned radiata pine resource is unique globally as the harvested log at maturity contains
approximately 5.0-5.5 metres in length of clear (no knots) high quality fibre – this is the genesis of Tenon’s
‘Clearwood’ business name. Although clear wood represents only 30% of the volume of a pruned log, it
typically represents more than 50% of the log’s total value.

The Clearwood operation procures approximately 300,000 m
3
annually of high quality pruned logs from
Central North Island forest owners. At its operations in Taupo, it converts the logs into long length, clear
boards, moulding and related products. Initially, Clearwood converted these logs solely into clear commodity
lumber and sold that to US-based remanufacturers, however over the past decade Clearwood has developed
its own portfolio of customers and markets for finished processed clear products, to such an extent that
today 85% of Clearwood’s high-value clear product is sold by it in remanufactured form, with only 15% being
sold as clear lumber.

_________________________________________________________________________________________________________________________________________________________
3
Includes 100% of TCLP’s cash flow.

11
3.5.2 Procurement
Clearwood is the largest consumer of pruned logs in New Zealand, and sources the vast majority of its
requirements from the Central North Island forest estate. The projected supply from this market is shown
below:
PROJECTED CENTRAL NORTH ISLAND PRUNED LOG RESOURCE
4


Clearwood benefits from having in-depth knowledge of the forestry market, as it was the previous owner of
significant forest resources in the Central North Island. This gives the company insights into log quality,
demand and supply requirements, industry volume and price metrics, assisting Clearwood in its objective of
acquiring the highest quality logs at the lowest average delivered price.

3.5.3 Sawmill and remanufacturing operations
Clearwood operates the largest pruned log sawmill in New Zealand. Based in Taupo, the 377,000 square foot
sawmill and warehouse facility is situated on a combined site of 34.4 hectares (including 12.5 hectares of
surplus land). The sawmill currently operates at 75% of capacity, consuming approximately 300,000m
3
of
logs per annum. This throughput can be increased to 3.5-4.0 shifts a day, consuming up to approximately
400,000 m
3
of logs per annum. Clearwood has consistently and successfully run on four shifts previously to
meet market demand. There are nine kilns operating on the site, which are powered by geothermal energy.

Clearwood has recently installed new technology including an optimising edger in September 2015 at a cost
US$4.7 million, and an upgrade to the ripline in the remanufacturing plant in the final quarter of FY16 at a
cost of US$2.3 million. The commissioning of the edger and ripline projects completed all major programmed
capital expenditure at the Taupo site, other than the installation of additional drying kilns (estimated at
approximately US$2 million) which would be required if the site was to move to a four-shift basis, if and when
market demand warranted this investment.

_________________________________________________________________________________________________________________________________________________________
4
Tenon (from National Exotic Forest Description Report and Ministry of Primary Industries)
1.00
1.05
1.10
1.15
1.20
1.25
1.30
1.35
1.40
2015 -20192020 -20242025 -2029
Tonnes per annum

12
3.5.4 Clearwood Financial Performance
The financial performance of Clearwood (excluding corporate and public company overhead costs) for the
financial years ended 30 June 2015 (FY15), 2016 (FY16) and 2017 (FY17) together with the forecast for
Clearwood for the year ending 31 March 2018 (FY18) is summarised below.
CLEARWOOD FINANCIAL PERFORMANCE (US$ MILLIONS)
30 JUNE 31 MARCH
YEAR END 2015 2016 2017 2018F
5

Sales 76.7 81.2 87.9 80.8
Cost of sales (68.5) (66.6) (76.0) (68.8)
Gross profit 8.2 14.6 11.9 12.0
Gross margin % 11% 18% 14% 15%
Overhead expenses (2.8) (2.8) (1.8) (2.7)
EBITDA 5.4 11.8 10.1 9.3
EBITDA margin % 7% 14% 11% 12%
Depreciation and amortisation (1.0) (1.4) (1.6) (1.6)
EBIT 4.4 10.4 8.5 7.7

The following points should be taken into consideration when reviewing the table above:
§ when Clearwood was acquired by TCLP the balance date was changed from 30 June to 31 March;
§ Clearwood’s gross margin increased in FY16 due to a change in product mix towards higher value
products, the impact of the edger and ripline upgrades, and the weaker New Zealand dollar;
§ the gross margin decline in FY17 was largely due:
• to the average exchange rates increasing from NZ$0.67 to over NZ$0.71 per US$, and from
NZ$0.60 to over NZ$0.66 per EURO; and
• log prices remaining relatively constant in US dollar terms for the past 12 months;
§ Clearwood is a US functional currency operation, and the strength of the New Zealand dollar is a key
driver of earnings. A 1 cent movement in the US dollar against the weighted basket of currencies
Clearwood trades with would equate to an approximate US$0.5 million EBITDA impact, ceteris paribus
(assuming no compensating change in New Zealand dollar log prices). A 1 cent movement in the US
dollar against the EURO would equate to an approximate US$0.2 million EBITDA impact, ceteris paribus.
A 1 cent movement in the US dollar against the NZ dollar would equate to an approximate US$0.7
million EBITDA impact ceteris paribus. NZ dollar log prices have historically tended to move with
changes in the US dollar. If this was assumed in the US dollar sensitivity against TCLP’s weighted basket
of currencies, the 1 cent sensitivity would reduce from $0.5 million to $nil;
§ Clearwood has exited its Australian activities and therefore the results shown above exclude the
Australian activities over the past three financial years; and
§ the forecast for the year ending 31 March 2018 is based on the following material assumptions:
• USD: NZD average over the year of 0.710;
• EURO: NZD average over the year of 0.614;
• log purchases of 290,500 tonnes; and
• sawmill production of 168,000 tonnes.


_________________________________________________________________________________________________________________________________________________________
5
Net of General Partner fees of US$0.25m pa and US$0.2m pa of costs previously borne by Tenon corporate.

13
3.5.5 Clearwood Financial Position
The financial position of Clearwood as at 30 September 2017 is summarised below:
CLEARWOOD – FINANCIAL POSITION (US$ MILLIONS)
AS AT 30 SEPTEMBER 2017
Receivables
6.3
Inventory 12.2
Creditors (9.3)
Working capital 9.2
Fixed assets 17.4
Goodwill 18.0
Net operating assets
44.6
Cash and liquid deposits 3.7
Current debt (4.2)
Term debt (19.3)
Net bank debt
(19.8)
Net assets 24.8

The following points should be taken into consideration when reviewing the table above:
§ the TCLP financial position reflects the acquisition of Clearwood for US$55 million in April 2017; and
§ TCLP is required to reduce its 5-year bank acquisition facility by US$4.3 million per annum, until the
principal is reduced to US$15 million. Rubicon believes that these payments will be made and that TCLP
will continue to operate within its financial covenants even if the Proposed Transaction is not approved.
3.5.6 Cash Flows
The cash flows for Clearwood for FY15, FY16, FY17 and FY18F are summarised below:
CLEARWOOD - FREE CASH FLOW (US$ MILLIONS)

30 JUNE 31 MARCH
YEAR END 2015 2016 2017 2018F
EBITDA less finance costs
6
5.4 11.8 10.1 8.2
Less: Capital expenditure (5.9) (3.7) (1.1) (1.3)
Free cash flow (excluding movements in working capital)
(0.5) 8.1 9.0
6.9


_________________________________________________________________________________________________________________________________________________________
6
Financing costs were not attributed to Clearwood in the years 2015-2017.

14
3.6 Profile of ArborGen
3.6.1 Background
ArborGen was established in 2000 and is considered to be a global leader in the commercialisation of
advanced forestry genetics. Through the application of a proprietary technology platform to its extensive
forestry germplasm base (i.e. genetic library), ArborGen develops and produces high-value plantation tree
seedlings that generate an improvement in forestry productivity.

ArborGen has a strong and growing market position, with over 6,000 active customers, including many of the
largest forest land owners and managers in the United States, New Zealand, Brazil and Australia.

ArborGen is the largest global provider of tree seedlings to the commercial forestry industry, currently
producing more than 350 million seedlings per annum. Its products are specifically developed for land owners
and managers supplying the sawtimber, plywood and other structural wood products, pulp and paper, and
industrial markets. ArborGen’s current focus is on loblolly pine, radiata pine and eucalyptus, which are
among the most widely-planted commercial species in the world.

ArborGen has 160 employees and owns or leases 15 nurseries, 16 seed orchards, 32 distribution centres and
three research and development facilities located throughout the Southern United States, New Zealand,
Australia and Brazil.

3.6.2 Intellectual Property
ArborGen’s proprietary ‘tree machine’ technology platform enables it to be the only commercial seedling
company with products spanning a broad technology spectrum. It sells conventional seedling products
developed using traditional plant breeding methods, as well as proprietary next-generation seedling
products developed using plant breeding technologies (including genomics) and clonal propagation. Its next-
generation products are designed to enhance customers’ financial returns by, for example, improving the
growth rates, yields, log quality, uniformity and processing efficiency of trees, and enable it to create and
capture greater value than with conventional products.

ArborGen’s product development pipeline includes improved versions of these next-generation seedling
products as well as transgenic seedling products, which are seedling products with specific genes introduced
to enhance targeted traits. Other than certain eucalyptus products in Brazil, which will utilise transgenic
technology, none of its products on the market or under development require any regulatory review or
approval.

ArborGen believes it has the broadest portfolio of intellectual property in its industry, as well as the largest
and most diverse repositories of germplasm, encompassing more than 40 commercial tree species and
hybrids. It operates an extensive field trial system, with trials (both commercial and field) in multiple
geographic and site specific locations in each of the US, Brazil, New Zealand, Australia, and China. It is using
genomics technology in pine, and its biotechnology capabilities in eucalyptus, to further accelerate and
enhance its tree improvement programs.

15
3.6.3 ArborGen Financial Performance
The financial performance of ArborGen (excluding Rubicon corporate and public company overhead costs)
for the financial years ended 31 March 2017 (FY17) together with the forecast for the year ending 31 March
2018 (FY18) is summarised below:
ARBORGEN FINANCIAL PERFORMANCE (US$ MILLIONS)
7

YEAR END 31 MARCH 2017 2018F
Revenue
44.5 48.0
Cost of sales (29.5) (29.8)
Gross profit
15.0 18.2
Gross margin %
34% 38%
Overhead expenses
(7.8) (8.4)
EBITDA
7.2 9.8
EBITDA margin %
16% 20%
Depreciation and amortisation
(8.7) (8.7)
EBIT
(1.5) 1.1

The following points should be taken into consideration when reviewing the table above:
§ ArborGen is applying a business model similar to that which has been successfully applied in agriculture,
where seed companies have introduced advanced genetics crops that have dramatically improved the
economic per acre as compared to their conventional seed competitors. Through increased pricing,
these seed companies are sharing in the higher value their advanced products create for their
customers;
§ in FY17, ArborGen achieved revenue growth of 21%, due to market growth and the average selling price
increasing in the United States by 7% on volumes of 270 million seedlings;
§ ArborGen’s revenue is forecast to increase by 8% in FY18 and gross margin % is forecast to increase to
38% due to ArborGen focusing on transitioning its customers from conventional seedling products to
its next-generation advanced genetics products, resulting in a higher average sales price;
§ the forecast financial performance for FY18 will be impacted by Hurricanes Irma and Harvey in the
United States. While the full extent of the impact is not known at this stage, ArborGen is currently
forecasting that its EBITDA will improve significantly relative to the prior period. The business
anticipates EBITDA to increase by US$2.6 million due to the improvement in gross margin % and the
increase in revenue;
§ ArborGen plans to increase its market-share in those geographies and markets in which it is already
established – i.e. the US, Brazil, NZ and Australia. It is also investigating expanding into new markets
and geographies, where its products, technology and partners position it for rapid growth; and
§ the recent change in the New Zealand Government has resulted in the announcement of new polices
favourable towards the New Zealand forestry industry and climate change. The details have not been
finalised, but there is potential for the change in policy to have a positive impact on ArborGen’s future
earnings.



_________________________________________________________________________________________________________________________________________________________
7
Numbers shown in this table are as prepared under NZ-IFRS and are pre-restructuring costs. Rubicon advises that the comparable EBITDA numbers under US-
GAAP are US$1.7 million (2017) and US$4.0 million (2018F).

16
3.6.4 ArborGen Financial Position
The financial position of ArborGen as at 30 September 2017 is summarised below:
ARBORGEN FINANCIAL POSITION (US$ MILLIONS)

AS AT 30 SEPTEMBER 2017
Receivables
2.8
Inventory 28.8
Creditors (11.6)
Current lease obligation (0.7)
Working capital
19.3
Fixed assets 44.6
Intellectual property 106.9
Deferred tax liability (6.0)
Net operating assets
164.8
Cash and liquid deposits 8.9
Current Debt (7.7)
Term debt (14.0)
Net bank debt
(12.8)
Lease obligation (11.9)
Net debt
(24.7)
Net assets 140.1

The following points should be taken into consideration when reviewing the table above:
§ ArborGen has a lease agreement for its research, development and headquarters facility at its head
office in South Carolina, United States. The 20 year lease commenced in early 2012 and has 14.5 years
remaining. The lease cash costs are US$1.4 million per annum. This lease is treated as a finance lease
under NZ-IFRS, which results in the property and the lease liability being capitalised on the balance
sheet. The net assets do not change as the accounting policy results in a neutral outcome (i.e. the assets
are offset by the liability);
§ all of ArborGen’s existing financers have continued to provide funding lines post Rubicon’s acquisition
of the 66.66% of ArborGen that it did not already own. Cash and liquid deposits includes a US$6.0 million
deposit with Synovus Bank to secure ArborGen’s working capital facility; and
§ ArborGen’s intellectual property (US$107 million) reflects the value of its:
• industry-leading germplasm, which is the output of more than (in aggregate) 100 years of tree
improvement activity undertaken by ArborGen’s predecessor partner companies (Fletcher
Challenge, International Paper, and WestRock);
• ArborGen’s proprietary ‘tree machine’ platform;
• extensive database of loblolly, radiata, and eucalyptus trials;
• varietal and transgenic technology;
• genomics platform; and
• patent portfolio.