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Rubicon ASM – 6 March 2018

AGM5 March 2018ARBIndustrials

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Rubicon Annual Shareholders’ Meeting – 6 March 2018





Stephen Kasnet – Chairman’s address


Ladies and Gentlemen,


Welcome to the Annual Meeting of Shareholders of Rubicon Limited. My name is Stephen

Kasnet and I am Chairman of the Board of Rubicon. It is a pleasure to be here today.


I am pleased to advise that a quorum is present and that this meeting is duly constituted.


The Notice of Meeting has been circulated to all shareholders.


I would like to begin by thanking you for your attendance today as it gives us the opportunity

to update you on what has happened this past year, and also discuss the way forward for the

Company. Accordingly your presence here is very important to us. In addition to the formal

sessions of this meeting, my fellow directors, management and I look forward to meeting with

you informally for afternoon tea at the conclusion of the meeting.


Let me begin today by introducing the members of your Board to you:


At the far end of the table on my left is Hugh Fletcher. Hugh will be well-known to most of

you and serves on the Board of IAG in New Zealand and Australia and is Trustee of The

University of Auckland Foundation, the Dilworth Trust, and The New Zealand Portrait Gallery.


Next to me is Luke Moriarty – our Chief Executive Officer, who is also Chairman of Tenon, a

director of ArborGen, and a former Monetary Policy Advisor to the Governor of the Reserve

Bank of New Zealand.


Unfortunately both Ranjan Tandon and David Knott are unable to be with us today in person,

due to prior commitments made that they were unable to free themselves from. The tyranny

of distance from New York city to New Zealand did not help them in their efforts either. They

will be with us next meeting.


Our programme for today is as follows -


 Firstly, I will ask Luke to update you on the considerable progress we have made over

the past year.


 I will then provide some further additional comments from the Board’s perspective,

and following that, you will have the opportunity to raise any questions you may have

in relation to Rubicon.

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 We will then deal with the formal resolutions to be considered by this meeting.


Upon completion of the meeting we will have tea and coffee and a light snack at the back of

the room.


I will now ask Luke to review our recent activity for you.


LUKE


[Luke Talks]


STEVE


Thank you Luke.



As you will have seen from Luke’s summary, a lot has been achieved in the past year.


The short story is that we have now put ourselves in the position in which we have always

wanted to be – i.e. the 100% owner of ArborGen. And we have achieved that with zero bank

debt at the Rubicon Limited level, and with secure long-term bank funding at the ArborGen

level. On a consolidated basis, Rubicon is in good financial shape.


In addition to the transactional activity Luke discussed, we have also begun the restructuring

of Rubicon-ArborGen, to streamline the two companies and reduce cost.


We have begun by cutting Rubicon director fees by 30% per annum, and reducing the number

of board directors in total from seven to five. These moves were made to more accurately

reflect the size of the Company moving forward. Whilst we have lost the benefit of having

George Karaplis and Bill Hasler with us, we are comfortable that the remaining board

members have the breadth of capability to deliver on the ArborGen undertaking for

shareholders. In making those Board adjustments, we were very conscious of that fact that

Libra and Knott own a combined 46% of Rubicon’s issued shares and are each represented at

Board level ... while there is another 54% of the register out there that also needs to be

comfortable with the governance of the Company moving forward. That of course places

greater responsibility on Hugh and myself as independent directors, but we obviously each

have a good understanding of the Company and are very happy to fulfill that role for

shareholders – a role we take very seriously.


We are now turning our attention to the cost savings that can be achieved at the overhead

level from operating Rubicon and ArborGen as one-company. We will update you once the

preferred model has been chosen, but in the interim I can assure you that future restructuring

will be firmly balanced in favour of ensuring we have the capability to bring value to ArborGen

rather than in simply cutting costs. We have not gone through the recent difficult but very

successful period of transactional activity to only fall at the final hurdle by short-changing the

management competencies required for success, merely to deliver a cost-out number.

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Turning now to our shareholder base ... and you will recall we have previously explained that

the RBC share price had been suffering from selling pressure from a few large shareholders,

who found themselves in positions where they have had no choice but to sell in order to

address their own internal cash liquidity requirements. It is therefore pleasing to report that,

in late-December, supportive existing and new shareholders who see the long-term value

proposition in ArborGen, acquired these shareholders’ Rubicon stakes, and in the process

more than 15% of our shareholder base changed hands in very quick time.


While we’re pleased to see the previous daily selling pressure now gone, and the share price

up a little, we can’t say we’re anywhere near being happy with it yet. To repeat Luke’s

earlier comment, were Rubicon to be trading at book value (i.e. reflective of the carrying

value of ArborGen), then our share price would be circa NZ40 cents per share. If we can

deliver on the upside scenarios discussed in our Annual Review, then the outcome would be

multiples of that again. And in that respect, the critical point is that, now that we own 100%

of ArborGen, the outcome is all directly within our control.


Once we have tidied up the Rubicon-ArborGen operating model, our sole focus will be on

ensuring the delivery of the ArborGen Plan outputs. Earnings, value-recognition, and Rubicon

share price will all resolve themselves quickly if we can deliver on the ArborGen promise to

shareholders.


Thank you – that ends my formal comments today.


I will now open up the floor to you to ask me any questions you might have. If I get any difficult

ones, I will pass them on to one of my fellow directors to answer!


So do we have any questions today?


[Take Questions]


Thank you.


I now propose that we move to the resolutions we need to address.


In fairness to those shareholders who cannot attend but have postal voted, all resolutions

included in the Notice of Meeting will be decided by poll. In the interests of full information

disclosure to shareholders present today, I can inform you that on the basis of the postal votes

and directed proxies already received, all resolutions will be passed today. I say this not to

constrain you from asking questions, but only to ensure you have full knowledge of the

current position.


You will have the opportunity to raise questions or comment on each resolution after I have

moved it.


Your voting forms will not be collected until all resolutions have been voted upon. You will

have ample opportunity to complete your forms, and I will make it quite clear when your

forms will be collected.

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With all of that said, let’s now turn to the individual resolutions.


Election of Directors


The first two resolutions today relate to the election and re-election of Directors. Hugh

Fletcher retires by rotation, and being eligible, offer himself for re-election. In addition Ranjan

Tandon was appointed as a Director by the Board in August 2017, and in accordance with the

Constitution, holds office only until this Annual Meeting. Ranjan therefore also retires and

being eligible offer themselves for election.


So to resolution 1.


Hugh Fletcher retires by rotation, and being eligible, offers himself for re-election. Your Board

unanimously supports the re-election of Hugh as a Director of the Company. Hugh’s formal

details, background and experience were included in the Notice of Meeting I will ask Hugh to

address you regarding his re-appointment.

[HUGH TO SPEAK]


Thank you Hugh, and as included in the Notice of Meeting I should note that the Board

unanimously supports the election of Hugh today.


Accordingly, I now move the resolution


To re-elect Hugh Fletcher as a Director of Rubicon Limited. Are there any questions in

relation to this resolution?


[Questions]


Thank you


I now ask you to vote, marking your voting form in respect of the resolution to appoint Hugh

Fletcher, and continue to hold them for now.


So to resolution 2.


The next director seeking election is Ranjan Tandon. As I noted earlier Ranjan was appointed

as a Director by the Board in August 2017, and in accordance with the Constitution, holds

office only until this Annual Meeting. Ranjan therefore also retires and being eligible offer

themselves for election.


Ranjan’s formal details, background and experience were included in the Notice of Meeting.

As you know, Ranjan is the principal of Libra Partners, a highly successful US hedge fund, that

owns 18% of Rubicon. Ranjan has been a long-term supporter of Rubicon, having made his

initial investment of US$10 million in 2014, and then in June last year he invested a further

US$9 million in order to support our acquisition of ArborGen. In support of his nomination in

his personal absence today, I would like to add that Ranjan is a highly-valued director, who

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brings a broad range of experience to board discussions, and we are very fortunate to have

him with us. Although under the NZX rules Ranjan is not deemed to be independent because

of Libra’s material investment in the Company, under the Companies Act 1993 he is still a

representative of all Rubicon shareholders and must fulfill his Director duties to you

accordingly. Unfortunately as noted earlier, due to prior commitments Ranjan is unable to be

with us today, and he sends his apology.


Again as included in the Notice of Meeting I should note that the Board unanimously supports

the election of Ranjan today.


Thank you


Accordingly, I now move the resolution


To elect Ranjan Tandon as a Director of Rubicon Limited. Are there any questions in

relation to this resolution?


[Questions]


Thank you


I now ask you to vote, marking your voting form in respect of the resolution to appoint

Ranjan Tandon, and continue to hold them for now.

We now move to the final resolution, relating to our Auditors. KPMG have been our Auditors

since incorporation and have confirmed their willingness to continue in that role. KPMG is

automatically re-appointed at the Annual Shareholders’ Meeting as auditor of the Company.

The proposed ordinary resolution is required to authorise the Directors of the Company to fix

KPMG’s fees and expenses for the following year.


Accordingly, I move:


To authorise the Directors to fix the fees and expenses of KPMG as the Company’s Auditor

for the ensuing year.


Are there any questions in relation to this resolution?


[Questions]


As there are no questions, can you vote on the resolution, marking your voting form

accordingly.


There are no further resolutions. Please ensure you sign your voting forms and now pass them

to the nearest end of your row where they will be collected.


[Pause while voted are being collected]

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RESULTS OF VOTING


Ladies and Gentlemen, on the basis of the number of postal votes and directed proxies

received all resolutions have been carried today.


Again, I thank you for your attendance at this meeting today, and now declare the meeting

closed.


I would now like to invite you to join the Directors and Management of the Company for tea

and coffee.


Thank you.
















FORWARD-LOOKING STATEMENTS


There are statements in this presentation which 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 ArborGen, many of which

are beyond our control (please refer page 1 of Rubicon’s 2017 Annual Report for a discussion of some of those uncertainties

and risks). As a result, actual outcomes, results and conditions may differ materially from those expressed or implied by such

statements.

---

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Rubicon Annual Shareholders’ Meeting – 6 March 2018




Luke Moriarty – CEO’s address


Good morning ladies and gentlemen.

A lot has happened since our last ASM - most of it transactional in nature.

The bottom line is that we have achieved the most critical of our objectives – i.e. to become the 100%

owner of ArborGen. It has been a tortuous process to get to this point – and some may have been

questioning the logic of some of the moves we made in order to do so ... but, at the end of the day,

the outcome shows we did know what we were doing.

Let’s quickly re-cap on how we’ve got to where we are today.

First, having completely restructured Tenon, we made the tough decision to totally exit that

investment, in order to relieve funding pressure on Rubicon and to provide the capital we would need

in order to take a larger, controlling stake in ArborGen – were that to become available.

We ran a full sales process, which resulted in the sale of Tenon’s US distribution operation for US$110

million in cash. Debt was repaid at the Tenon entity level and a pro-rata capital return was paid to all

Tenon shareholders – we received US$45 million in cash as Rubicon’s share [inclusive of dividend],

which we partly used to repay our outstanding US$20 million ANZ bank debt.

Following that sale, Tenon’s only remaining business was its Clearwood operations based in Taupo. In

order to be able to liquidate the residual Tenon public company and to return all surplus funds to

shareholders, Rubicon then formed a consortium – the Tenon Clearwood Limited Partnership – which

acquired the Clearwood business from Tenon. The consortium members were not able to acquire that

business without Rubicon’s financial and management input – so Rubicon became a 45% investor in

the Partnership, and it also took the role of the General Partner, providing the day-to-day operational

oversight of the business on behalf of the Limited Partners. Rubicon invested US$14 million into the

Partnership, but received US$25 million from Tenon at the same time, by way of a second pro-rata

capital return.

With Rubicon’s funding position then in better shape, we immediately turned our attention to gaining

control of ArborGen – knowing all the time that were we to be able to do so, we would subsequently

need to sell our newly acquired interest in the Tenon Clearwood Partnership to assist with the funding.

And in the end, we managed to do both of these things.

We were able to acquire International Paper and WestRock’s two-thirds shareholding interest in

ArborGen for US$28.5 million, taking us to a 100% ArborGen ownership interest.

In order to match the ArborGen purchase price with Rubicon’s funding capability, International Paper

and WestRock agreed that we could pay for their ArborGen shares in three instalments – US$13.5

million on 28 June last, US$5 million on 1 January this year, and the final US$10 million on 1 July

coming. The first two of these payments have been made.

2

However, we would not have been in a position to make the final outstanding US$10 million ArborGen

payment this coming July 1st, and also the repayment of Rubicon’s subordinated debt notes required

to be made on the same day, without selling our Tenon Clearwood Partnership investment.

So we set about doing just that. And on 31 January, we closed the sale of that investment for US$15

million – US$1.6 million more [including distributions received] than we paid for it in April last year ...

so that worked out very well for us.

On closing of that transaction, we also repaid Rubicon’s outstanding subordinated debt, such that

today, Rubicon Limited has no bank debt of any kind, and has cash in the bank of US$20 million

[inclusive of US$6 million of cash collateralised at ArborGen]. Of course, we do need to make the final

US$10 million deferred ArborGen acquisition payment in July, but by then we should also have

received US$2.5m in cash from the final liquidation of Tenon.

ArborGen has bank facilities of over US$30 million, and today, drawn bank debt

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[net of cash] of circa

US$22 million.

So ... a long way of saying that on a consolidated basis we are in good funding shape right now. And

we managed to get to our desired position without any funding requirement from shareholders here

today. Having said that, we remain extremely grateful to Dave Knott and Ranjan Tandon, who in

aggregate invested US$13 million into Rubicon in July last year to ensure the ArborGen transaction

could be completed with certainty ... and we used most of that money to immediately ‘shore-up’

ArborGen’s balance sheet post our acquisition. Their belief in the future upside at ArborGen has been

fundamental to us getting to where we are today.

So, with that transaction-heavy history behind us, let’s turn now to the future – i.e. ArborGen.

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 leading market positions in

each of those markets.

It has a pre-eminent intellectual property position, which includes an industry-leading genetic library,

a proprietary ‘tree machine’ platform, an extensive database of global trials, varietal and transgenic

technology, and an advanced genomics platform - all protected by a patent portfolio and a ‘bank’ of

trade secrets.

It has a portfolio of advanced seedling products that do not require regulatory approval, which are

currently being commercialised. In that respect, 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 this will be reflected in its future earnings, and hence in its value for Rubicon

shareholders.

So, to be clear, the heavy product development phase ... and the related past EBITDA

2

losses ... which

peaked at US$18 million, are well behind us. In its last fiscal year, ArborGen turned EBITDA positive,

and its forecasts

3

are for it to be earnings and operating cash-positive from now onwards, as it

continues to ramp-up the sales of its advanced genetics products and grow its position in Brazil.

3

The target

3

for the current fiscal year ending 31 March [i.e. this month] is for ArborGen to more than

double the US$1.7m USGAAP EBITDA result achieved last year. This implies a USGAAP EBITDA result,

pre-R&D, approaching US$10 million, and a gross profit of circa US$16 million. ArborGen is well on

track to achieving these numbers – despite the tough hurricane season that prevailed during the year

and which materially adversely impacted sales volumes.

The next fiscal year should see a noticeable further lift in earnings yet again, and we will announce to

you exactly what our target is for the Mar’19 year once we have successfully closed the current year.

Of course, the logical conclusion of all that is that we believe ArborGen is worth far more than the

US$28.5 million we paid for the recent shareholding blocks we acquired, grossed up to 100%.

And our auditor, KPMG, agree with us. After their valuation experts took a detailed look at the

transaction, KPMG concurred that we had made, what the accountants like to call, a ‘bargain purchase

price gain’, and they concluded that the value of the identifiable assets and liabilities we acquired with

ArborGen implied a book value of US$124 million for 100% [net of debt]. That is what we are now

carrying ArborGen at in our books. That asset value today, inclusive of cash at Rubicon, implies a RBC

share price of circa NZ40cps – i.e. almost twice the current share price.

On that point, I would urge you to read the extensive information disclosed in note 15 to our Financial

Statements [pages 29 and 30 of our Annual Review] and the Auditor’s Report [page 45], not only in

order to give you confidence in our carrying values, but also for insight as to the potential value the

that might be derived from the upside cases described there.

To help raise operational intensity, following our acquisition of ArborGen a comprehensive 10-year

Plan review of the business has been completed, and signed-off by the Rubicon Board. Milestones

have been set, and the management team will be measured and rewarded on their achievements

against those. In essence, the Plan establishes an integrated genetics supply, manufacturing, and

marketing program for each geographic market in which ArborGen operates – the United States,

Brazil, and ANZ – designed to ensure the financial goals for the Company are achieved each year

moving forward.

We have confidence these goals will be achieved.

To allow shareholders to more easily follow progress, we have changed Rubicon’s balance date [again]

– from 30 September to 31 March, to align with ArborGen’s own year-end. This means that we will be

preparing another set of audited consolidated Rubicon statements (for the six months ended 31

March), and from then on we will be annually reporting the 12 months consolidated results for the

years ended 31 March. Once we get past this March, everything will become much more

straightforward for us all.

Before I close today, I thought I would show you a very brief video on MCP seed production in the US.

The reason I’m going to show you this particular video, is to highlight the fact that while much of

ArborGen’s leadership position today derives from two decades of investment in advanced

technology, it is actually the integration of that technology with traditional ‘hard-labour’ processes

that generates the outputs we require.

As you know, MCP stands for mass control pollinated. What we do, is, in a very controlled manner,

cross ‘mother’ trees in an orchard with superior father trees, to produce seeds that carry advanced

tree traits – be that faster growth, greater saw-log potential, better straightness, or less susceptibility

to disease [etc]. The technology aspect of the MCP seed generation process resides in the selection of

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the superior father tree. This is the output not only of decades of trials, but also of an advanced

genomics selection process, that allows ArborGen to apply biometric models and DNA marker

technology to historical progeny performance, in order to select the right father tree. Having

established the father of choice, we then need to infuse, or pollinate, the mother tree with that

particular father tree’s genetics.

This next video shows how this latter task is effected, practically – this represents the ‘hard-labour’

phase ... the advanced technology phase has already occurred in the selection of the superior father.

So let’s take a look at this latter phase – injecting the chosen father tree pollen into the mother, by

way of controlled ‘bagging’ of the mother tree’s flowers.

This particular video has been prepared for social media applications and accordingly does not have

the normal ‘voice-over’ that you would expect. But there are some words at the bottom of the screen

which you can follow as the story progresses. It’s quite brief, only 1.5 minutes long, but you’ll quickly

visually get the story. I’ll stop talking now and let you see it.

Video - http://www.rubicon-nz.com/rubicon-investors/rubicon/presentations-and-notices

So, as you can see, this latter phase of MCP seed production is fairly mechanical, and labour intensive.

It is also a huge logistical exercise for ArborGen each year. Let me give you some data points for the

US that you might find interesting, and which prove the point ...

 ArborGen has 15 MCP nurseries in the US

 With 28,000 individual qualified trees spread over ~1,500 hectares

 The orchard trees are up to 30 metres in height

 This year, ~1 million MCP bags will be set

 ... by 220 temporary workers, and 20 FTEs

 ... with the aid of the mechanical lifters you saw in the video

 Each bag is ‘touched’ 5 times – upon installation, twice for pollination, on bag removal, and

again on cone harvest

 The pollination window is extremely short, and is weather dependent – the viable window can

be anywhere from 2-3 days down to only 24 hours.

 By way of overall timing ...

 Pollination occurs in February-March of year 1

 Cones are harvested in October of year 2

 Seed is sown in the nursery in April of year 3

 And the seedling crop is ‘lifted’ in December-March of years 3 and 4

If any one of these steps is missed, the eventual MCP seedling crop will be well down. So, as I say, it is

a huge logistical exercise that needs to be immaculately executed each year in order to deliver on our

production forecasts. As ArborGen’s MCP customer adoption rate increases, this process becomes

even more critical.

So, although clearly not the sexy side of ArborGen’s business, this is just one of many examples of

ArborGen integrating its proprietary technology with traditional manufacturing processes to deliver

the desired output. We tend to talk mainly about the former, but both are required for success.


Thank you Ladies and Gentlemen. That’s all I have for you today.

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We appreciate your attendance at this meeting, and also your continued support for, the Company.

I will now hand back to your Chairman.












1

In addition, ArborGen has a capitalised finance lease obligation of circa US$12 million in respect of its science block and

headquarters in South Carolina, US.


2

EBITDA (Earnings before interest, tax, depreciation and amortisations) is a non-GAAP earnings measure 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 to Rubicon’s 30

September 2017 Annual Audited Financial Statements.

3

Pre restructuring and RBC acquisition related costs.

4

There are statements in this presentation which 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 ArborGen, many of

which are beyond our control [please refer page 1 of Rubicon’s 2017 Annual Report for a discussion of some of those

uncertainties and risks]. As a result, actual outcomes, results and conditions may differ materially from those expressed or

implied by such statements.

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6 March 2018
Page 1

Annual Shareholders’ Meeting -2018

FORWARD-LOOKING STATEMENTS

There are statements in this presentation which 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 ArborGen, many of which are

beyond our control (please refer page 1 of Rubicon’s 2017 Annual Report for a discussion of some of those uncertainties and risks). As

a result, actual outcomes, results and conditions may differ materially from those expressed or implied by such statements.

Annual Shareholders’ Meeting -2018

Stephen Kasnet

Chairman

6 March 2018
Page 2

Introduction of Board members

‐Hugh Fletcher

‐Luke Moriarty

‐Ranjan Tandon

‐David Knott

Annual Shareholders’ Meeting -2018

Agenda

CEO’s Review

Chairman’s Comments

Shareholder Questions

Resolutions

Refreshments

6 March 2018
Page 3

Annual Shareholders’ Meeting -2018

Luke Moriarty

CEO

Recent events ...

A considerable amount of activity –mostly transactional

Achieved the critical objective –100% ownership of ArborGen

6 March 2018
Page 4

Recent activity –a re-cap

Cash position

1

US$m

InOutNet

1Numbers rounded

2Includes US$6 million of cash collateralised at ArborGen

Restructured Tenon ... and decision made to exit

Sale of US distribution business for US$110m

Tenon debt repaid

#1 pro-rata capital return and dividend45

RBC repaid ANZ US$20m bank debt(20)

Sale of clearwoodbusiness to TCLP

RBC investment(14)

#2 pro-rata capital return25

70(34)36

100% of ArborGen acquired (US$28.5 million over 3 instalments)

#1 acquisition payment(14)

#2 (deferred) acquisition payment(5)

Sale of TCLP investment15

RBC sub-debt notes repaid(8)

Other (acquisition costs, etc)(4)

85(65)20

2

x#3 (final) deferred ArborGen payment 1 July ’18(10)

xFinal Tenon liquidation receipt Mar ’182

87(75)12

2

Capital injection from Knott and Libra13

Investment into ArborGen(13)

Rubicon Limited cash position

2

post-transaction payments100(88)12

2

The future -ArborGen

We have great belief in the potential upside in ArborGen ...

Global leader in advanced forestry genetics

Operating in the world’s major commercial tree species

In geographies with high annual planting rates

Sales to major forestry players in those countries

Leading market position in each market

Pre-eminent intellectual property position

Industry-leading genetic library

Proprietary ‘tree machine’ platform

Extensive database of global trials

Varietal and transgenic technology

Advanced genomics platform

Protection of patents and trade secrets

Portfolio of advanced products not requiring approval –now being commercialised

The investment in research, capability, and customer preparation has been made

Now all about commercialising that investment –i.e. ‘converting’ customers

ArborGen is well positioned to do so

This will all be reflected in future earnings and shareholder value

6 March 2018
Page 5

The future –ArborGencontinued

The heavy product development is well behind us

Last fiscal year ArborGen turned EBITDA positive

Forecast

1

is to be earnings and operating cash-positive from now on

ArborGen’s current fiscal year (Mar ’18) target

1

is to -

More than double the US$1.7m USGAAP EBITDA result achieved last year

which implies ...

USGAAP EBITDA result (pre-R&D) approaching US$10 million, and

Gross profit margin of circa US$16 million

Well on track to achieving these numbers –despite the adverse hurricane season this year

Mar ’19 should see a further noticeable lift in earnings yet again

To announce target for the Mar ’19 year once the current fiscal year has closed

1

Pre restructuring and RBC acquisition-related costs

The future –ArborGen price paid vvalue

Believe acquisition price was a fraction of ArborGen’s potential value

KPMG’s valuation experts concurred that -

RBC had made a ‘bargain purchase price gain’

The value of the identifiable assets and liabilities acquired implied a book value of

US$124 million for 100% (net of debt)

US$124 million, inclusive of cash at RBC, implies a share price of circa NZ40cps

nearly twice the current share price!

There is extensive information disclosed in note 15 to our Financial

Statements and the Auditor’s Report to give you confidence in our carrying

values and also the potential value disclosed in the upside cases

6 March 2018
Page 6

The future –ArborGencontinued

Acomprehensive 10-year Plan review of the business has now been completed

... signed-off by the Rubicon Board

Milestones have been set

Management will be measured and rewarded on their achievements against these

The Plan -

Establishes an integrated genetics supply, manufacturing, and marketing program for each

geographic market in which ArborGen operates

Is designed to ensure the financial goals for the Company are achieved

We have confidence these goals will be achieved

To allow greater transparency for shareholders ...

We have changed Rubicon’s balance date from 30 September to 31 March

This will then align RBC with ArborGen’s own year-end

Once we get past this March, everything will become much more straightforward

MCP seed production

ArborGen’s leadership position is derived from cleverly integrating–

Two decades of investment in advanced technology

With traditional ‘hard labour’ processes

MCP = mass control pollinated

Crossing of ‘mother’ trees with superior father trees

Looking for advanced tree traits –

faster growth

greater saw-log potential

straightness

disease resistance

The advanced technologyphaseresides in the selection of the father tree

The traditional ‘hard labour’ phase is in the pollination of the mother tree

6 March 2018
Page 7

Annual Shareholders’ Meeting -2018

VIDEO PRESENTATION

MCP seed production

Latter phase is mechanical and labour intensive

It is a huge ArborGen logistical exercise each year

15 MCP nurseries geographically spread across the US-South

With 28,000 individual qualified trees spread over ~1,500 hectares

The orchard trees are up to 30 metres in height

This year ~1 million MCP bags will be set

... by 220 temporary workers, and 20 FTEs ... with the aid of mechanical lifters

Each bag is ‘touched’ 5 times

The viable pollination window is

extremely shortand heavily weather dependent

... from a max of 2-3 days to as little as 24 hours

Seed production timing -

Pollination occurs in February-March of year 1

Cones are harvested in October of year 2

Seed is sown in the nursery in April of year 3

Seedlings are harvested in December-March of years 3/4

6 March 2018
Page 8

Annual Shareholders’ Meeting -2018

Stephen Kasnet

Chairman

Rubicon –Go-Forward

100% owner of ArborGen

Rubicon is in a good financial position

Rubicon has no debt

ArborGenhas long-term bank funding

Going to streamline Rubicon / ArborGenreduce costs

Reduced size of Board and fees

Libra and Knott represented

Two Independent Directors (Hugh and Steve)

Reviewing overhead costs at Rubicon / ArborGen

Will ensure have capability to bring value to ArborGen

6 March 2018
Page 9

Rubicon –Share Price

Share price suffered from selling pressure

Two large shareholders needed to sell

Existing and new shareholders acquired 15% in December

See the long-term value proposition in ArborGen

Were it trading at book value it would be circa NZ40 cents

Sole focus is on delivering value for ArborGen

Resolutions

Resolution 3

To authorisethe Directors to fix the fees and expenses

of KPMG as the Company’s Auditor for the period

ended 31 March 2018

Resolution 1

To re-elect Hugh Fletcher as a Director

Resolution 2

To elect Ranjan Tandonas a Director

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.