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2018 Annual Shareholders Meeting Presentations

AGM13 June 2018SCLIndustrials

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Annual Shareholders’ Meeting

13 June 2018

SCALES CORPORATION – 2018 ANNUAL SHAREHOLDERS’ MEETING

The attached presentation will be given at Scales Corporation Limited’s Annual Shareholders’ Meeting starting at

4.30pm today in The Savoy West Room, Rydges Hotel, 30 Latimer Square, Christchurch.

1. 2018 Scales Corporation Limited Annual Shareholders’ Meeting – Chair and Managing Director’s Address

2. 2018 Scales Corporation Limited Annual Shareholders’ Meeting – Presentation


ENDS



Contacts

Andy Borland, Managing Director, Scales Corporation Limited, Mob: 021 975 999,

email: andy.borland@scalescorporation.co.nz


About Scales Corporation

Scales Corporation is a diversified agribusiness group comprising of three operating divisions: Horticulture, Storage &

Logistics and Food Ingredients. The company’s activities give Scales broad exposure to New Zealand’s agribusiness

sector and multiple markets and customers. Scales Corporation was founded in 1897 as a shipping business by George

Herbert Scales. Today it employs over 700 permanent staff New Zealand wide. Find out more at

www.scalescorporation.co.nz.




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Annual Shareholders’ Meeting

13 June 2018

Address by the Chair: Tim Goodacre

[SLIDE 2: AGENDA]

My name is Tim Goodacre. I’m Chairman of Scales and it’s my pleasure to welcome you all to this, the one hundred &

sixth annual meeting of the company and the fourth annual meeting since Scales became a publicly listed company in

July 2014.

Some housekeeping matters before we start. First, I would like to remind you, as a matter of courtesy, to turn your

mobile phones to silent. If there is an emergency and we need to leave the venue please do so through the marked

exits. Hotel staff will be available to help us.

I am pleased to confirm that we have a quorum and therefore declare the 2018 Annual Shareholders’ Meeting of Scales

Corporation Limited open.

The items of business for this meeting and the resolutions to be considered by shareholders are contained in the Notice

of Meeting which was sent to shareholders on 14 May.

The order of proceedings today is that I will briefly comment on the highlights of the last 12 months followed by an

address by Andy Borland, our CEO and Managing Director. We will then attend to the resolutions. While voting is

taking place there will be an opportunity for you to ask questions. We will conclude with an opportunity for you to raise

any matters of a general nature.

In terms of the formal business, we will cover each resolution in turn and invite questions specific to those items. It will

then be time to vote on the resolutions. I will outline the process for the discussion and voting on the resolutions at that

point in the agenda.

At the close of the meeting we hope you will join us for refreshments.

I would like to introduce my fellow Directors – they are:

• Andy Borland, Managing Director;

• Mark Hutton, Chair of Scales’ Nominations and Remuneration Committee and Scales’ Finance and Treasury

Committee and an independent director;

• Alan Isaac, Chair of Scales’ Audit and Risk Management Committee and also an independent director;

• Nick Harris, Chair of Scales’ Health and Safety Committee and also an independent director;

• Weiyong Wang, Director;

• Carol Chen, Alternate Director; and

• Jen Bunbury, Future Director.

I would also like to note that members of Scales’ management and staff are in attendance as well as our external

auditors, Deloitte, and our lawyers, Anthony Harper and Chapman Tripp.


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[SLIDE 3: CHAIRMAN’S REVIEW]

2017 was another solid year for Scales with a number of highlights.

The gains made in 2015 and 2016 were consolidated in 2017 with another strong financial result, despite a difficult

growing season. Overall, the efforts of a large and diverse team made this possible and I would like to take this

opportunity to show my appreciation for the contribution made by all Scales team members over the course of the year.

I would also like to acknowledge the team’s commitment to deliver excellent shareholder communication, which has

helped support the Board’s continued focus on providing comprehensive, transparent, and timely communications to all

shareholders.

In terms of 2017 highlights, I’d like to touch on just a few.

In Horticulture, the team completed the integration of Longview, made further strides with Brands and varieties such as

Dazzle

®

and forged ahead with strategic priorities in Asia and the Middle East.

In Storage and Logistics, we welcomed OceanAir to the Scales family, further strengthening our specialized offering in

perishable freight forwarding with new locations and added expertise, and helping to contribute to what was a record

2017 for the overall Division.

In Food Ingredients, Meateor delivered a record year in sales and Profruit did well to hold position as fruit available for

processing declined. Both parts of the division continued their focus on enhancing relationships with suppliers,

customers and partners.

We continued to embrace best-practice corporate governance principles at Scales Corporation this year:

• We participated in the Institute of Director’s Future Director programme, welcoming Jennifer Bunbury as an

attendee at Scales’ Board meetings for the last 12 months. We would like to acknowledge Jen’s strong

contribution particularly with our strategy refresh initiatives. As Jen’s 12 month term comes to an end at the

conclusion of this meeting please join me in congratulating Jen [pause for applause], and we would also like to

give Jen this token of our appreciation;

• We published our first Corporate Governance Statement in our Annual Report, and we are pleased to confirm

we complied with the NZX Corporate Governance Code other than in two areas which are currently under

review;

• We finalised a board skills matrix to evaluate collective skills, experience and diversity. As a result the board is

committed to a further director appointment to improve overall diversity. We expect this to occur over the next

12 months.

2017 also provided an opportunity to review and refresh Scales’ strategy, the results of which Andy will take you through

in more detail. Overall, we now have an even clearer blueprint for growth and a greater focus on Scales’ strengths,

paving the way for continued strong performance in the years to come.

With strategy in mind, I wanted finally, to touch on the planned divestment of Polarcold. As you will have noted, Scales

entered into a sale agreement with Emergent Cold to sell Polarcold, subject only to OIO approval. In the Board’s view,

not only is the value captured in this transaction a great result for shareholders but the divestment also creates excellent

opportunities to redeploy capital toward growth opportunities in line with Scales’ new strategy. For this reason it is the

board’s intention to retain the sale proceeds for future investment.

I would like to remind shareholders regarding the level of foreign ownership. To be clear we do not intend to introduce

restrictions on share transfers, we welcome all shareholders, but wish to avoid a shareholder unintentionally tipping


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Scales into overseas person status and triggering regulatory approvals. In March 2018 we notified the market that

Scales estimates that the level of overseas ownership was 21.66%, below the 25% threshold, so Scales is currently not

an overseas person. It is our intention to continue to provide periodic updates as the situation requires.

Finally I would like to make some comments around the culture of Scales and the part I believe it plays in the

performance of the company. I have been associated with Scales for 7 years after a considerable period of being

involved in agribusiness senior management in Australia and New Zealand. A key point of difference that stands out in

this business is the extraordinary level of personal commitment shown to the company by its employees at all levels of

management. You only have to talk to Scales people here today and you will, as shareholders, appreciate their passion

for the business and its ongoing health. I have not seen this before in other businesses and as a result the company is

reaping real dividends.

Also as outlined in the Annual Report, balancing the Group’s long term interests continues to be a key feature of the

positive Scales business culture. All senior executives are issued shares as part of the long-term incentive scheme

which we believe is key to driving shareholder wealth. The board regularly reviews alongside Andy the success of the

scheme and is committed to ensure executives continue to have an appropriate amount of 'skin in the game'. We are

pleased to report that we have successfully achieved this objective to date and we will continue to refresh the scheme

as necessary.

In terms of broader culture, the challenge for the board and Andy is to protect and maintain this level of commitment

and passion as the business grows and evolves. From my and the board’s perspective this will be a key ongoing task

and we will be giving Andy all of our support to try and ensure this continues.

I’ll now invite Andy to address you. At the conclusion of Andy’s presentation we will move to the formal business of the

meeting. While voting is taking place you will have an opportunity to ask questions. We please ask that if you have a

question you save it for this time. As always the Board welcomes any feedback from shareholders on any of the matters

raised during today’s presentation or other matters in relation to the Group.

Address by the Managing Director: Andy Borland

[SLIDE 4: MANAGING DIRECTOR’S REVIEW]

Thank you Tim, and good afternoon ladies & gentlemen. In this section of today’s presentation, I will be covering:

• Key highlights from our 2017 year.

• Sustainability progress.

• Strategy update.

• And an opportunity to look at year to date trading and investor returns.

[SLIDE 5: YEAR IN REVIEW]

Starting with the year in review, I’ll begin by providing an overview of the financial and operational highlights of the 2017

financial year.

[SLIDE 6: SCALES BY THE NUMBERS]

So 2017 was another great year to be a Scales shareholder, in my opinion. As owners of New Zealand’s pre-eminent

vertically integrated agribusiness you saw a year in which the share price rose by approximately 40%, healthy dividends

maintained, and the company make gains on our key strategic priorities.


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Despite challenging growing conditions for the Group, the financial results were ahead of guidance provided by the

Board and consolidate upon recent strength in our financial performance.

This chart behind me highlights just some of the headline financials. I’ll go through the divisional detail over the next few

slides.

• Scales’ revenue, at $399.1m, was another record and up by 7% on 2016.

• Profit was down however, for both EBITDA and NPAT, and this impacted our Return on Capital, where we came

in at 16%, down from 21% in 2016, but still above our long-run target of 15%.

• Capping things off, given the Group’s strong balance sheet, positive position and outlook, we declared another

set of strong Dividends.

[SLIDE 7: 5-YEAR PERFORMANCE TREND]

This chart puts 2017 in a five year context.

As you can see, the results this past year cemented the growth we delivered in 2015 and 2016, even as we continued

to invest in capability growth and strategic acquisitions.

We are proud of the double digit compounding growth in earnings we have delivered over the past 5 years.

[SLIDE 8: SUMMARY FINANCIAL PERFORMANCE]

This next chart highlights a bit more detail on the income statement for 2017.

As mentioned, while overall sales were up, the profit result was down slightly. This was due to a challenging growth

season in which apple volumes were maintained, but on increased infrastructure and with a higher overall cost base.

Food Ingredients also saw a tightening in margins. Our Storage & Logistics division however demonstrated a return to

more ordinary levels of performance, with the Coldstore operations in particular benefitting from more steady volumes

throughout the year.

[SLIDE 9: DIVISIONAL HIGHLIGHTS]

Division by division, this chart lays out the highlights.

The sub-heading there, you can see: Resilience plus strategy. That’s what 2017 was about.

In Horticulture, Andrew, his team, and the team at Fern Ridge Fresh delivered a really solid result. This was not an

easy year to be an apple grower, with many orchards experiencing large year-on-year declines in apple volumes. The

team at Mr Apple managed to limit like-for-like apple volume declines to only 5%. When the additional Longview orchard

volumes were added in, overall export volumes of our own grown apples, were maintained at the record 2016 levels.

I’d like to acknowledge what is a truly fantastic, and market-leading, result given the challenging circumstances. During

the year we also continued our investments in orchard development, our Brands, new varieties and our key markets.

We’re very excited by the prospects for our latest new PVR, Dazzle® and no doubt you may have seen recent press on

the breakthrough deal agreed with US apple growers to start growing Dazzle® in that market.

Storage and Logistics also had a great year. The coldstore division experienced a strong uplift in performance with

storage volumes returning to more ordinary levels, following poorer utilisation in 2016. Polarcold and Whakatu

Coldstores also completed a considerable project to enable the businesses to merge their operations into the single

Polarcold brand which was effective on 1 January 2018.


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We bought the OceanAir business, a specialist perishable forwarding operator, back in August and this really

complemented what we had already and brought added scale to our Logistics business. I’d like to thank Stephen, Kent,

Kevin and their teams for a fantastic 2017.

In Food ingredients, Meateor broke new ground in terms of sourcing additional volumes from Australia, while Profruit

did well to hold ground as supply for the sector declined. Congratulations to John and our partners at Profruit for their

leadership. As a Group we continue to look at options to build scale and strengthen relationships in this Division.

[SLIDE 10: DIVISIONAL EBITDA TREND]

The charts behind me show the strong trends in underlying performance across our three business divisions. All three

divisions have demonstrated strong year-on-year earnings growth.

[SLIDE 11: COLDSTORES SALE]

I would struggle to get much further in this presentation without discussing the sale of our Coldstores.

While this occurred outside the 2017 year (which is our focus today), Tim has already touched on this topic and I

anticipate you will have questions.

In essence, the sale of Polarcold represents the divestment of what we consider to be a non-strategic asset, at excellent

value.

Following a strategic review exercise conducted in 2017, we identified our key strengths to be: operating vertically

integrated, export-led agribusinesses, which have a particular focus on the China and Asian markets. The coldstore

businesses are less aligned with these core strengths than our other businesses. You will also note from the charts on

the right that the Coldstores business delivers returns (measured as Return on Capital Employed) that: are, and are

expected to continue to be, below our Group-wide target long-run returns of 15%; and that are lower than other organic

and acquisition growth opportunities that we are evaluating.

We were first approached by Neal Rider from Emergent Cold in late 2016. Following an extended courting process, the

completion of the merger of Polarcold and Whakatu, and a more favourable operating environment, we engaged with

Emergent Cold at the conclusion of 2017, capturing what we believe to be full value for our shareholders at an attractive

multiple of 15.6x EBIT.

The sale is subject only to Overseas Investment Office approval.

I would like to take this opportunity to thank Steve Foote, Dave Russell and the broader Polarcold team for their efforts

through the sale process. These processes are exhausting and require considerable input above and beyond the

ordinary day job. I would also like to acknowledge their contribution in making Polarcold into the successful business

that it is today.

[SLIDE 12: BALANCE SHEET]

Getting back to 2017, Scales’ Balance Sheet remains extremely healthy.

Net Debt at year end was $40.8 million, while our debt coverage and interest cover ratios remain healthy. We ended

the year in a strong position to finance acquisitions and of course, the sale of Polarcold will improve this position further.

Overall, we are in a very strong position to explore future growth opportunities.

[SLIDE 13: SUSTAINABILITY]

The next section I’d like to cover is sustainability, which we introduced for the first time last year.


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[SLIDE 14: SUSTAINABILITY]

In 2017 we continued to make strong progress in the area of sustainability.

Key to this was the internal appointment of Karen Morrish – as Group Health & Safety, Compliance and Sustainability

Manager. Karen joined the management team in her new capacity as Group lead, and she has done a fantastic job in

a few short months to really drive momentum in this area.

On the right you can see our ‘sustainability framework’. This outlines all the key areas of relevance to Scales and within

this, our top 3 priorities: Being an Employer of Choice, Water and Energy. These priorities have been validated by every

business and now sit as the foundation for all our planning.

Like many businesses, we have a long way to go to truly embed sustainability in everything we do, but if I reflect on

where we’ve come over the past few years we are rapidly climbing up the learning curve.

[SLIDE 15: PEOPLE]

Within our sustainability framework you would have noticed that People are front and centre. In fact, sustainability starts

with our people and we remain committed to the goal for becoming a company that is an employer of choice.

As we’ve shared previously, we have a raft of successful initiatives underway to support and train our teams. These

have continued and been built on in 2017, and I’m extremely proud of the difference we can make in people’s lives in

this area.

But we can do better, I’m sure of it.

In 2018, the big step for us, will be the company-wide engagement survey that we’ll be launching, led by Karen. This

will be an opportunity to really benchmark where we are at, and where the big opportunities are – as told to us by our

teams. I’m looking forward to the feedback – warts and all – and a chance to lift the bar, once again, for our people.

[SLIDE 16: HEALTH & SAFETY]

One area we won’t be changing is our absolute focus on health and safety.

Getting people home safely to their families is just the starting point for staff engagement but we can’t afford to take our

eyes off the ball.

In 2017 we made a big push to standardise what we do in the Health & Safety space across the Group. Taking what

works in some divisions, and bringing what we can, to others.

At the same time, we continue to invest in Health & Safety innovations that work – not just ticking the box. The chart on

the right shows the impact of some of the stuff we’ve done around ladders. This is real impact: fewer people hurt, less

time off work, less harm. Our best investment.

Once again, the staff engagement survey will be another opportunity to take this to the next level. All our very best

Health & Safety initiatives come from the teams themselves.

[SLIDE 17: STRATEGIC UPDATE]

Moving on to my second to last section, I’ve been looking forward to updating you on the results of the strategic review

we conducted in 2017, which Tim referred to earlier.

[SLIDE 18: OUR STRATEGY]

In 2017 we took the opportunity to review, reflect on, and refine Scales strategy.


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Overall, in many respects the strategy that has served us well remains the same as we look ahead. We continue to

have confidence in our position as the foremost investor and grower of New Zealand agribusiness. We continue to seek

growth. Our commitment to a long-run average 15% return on capital employed remains the same.

The difference for our strategy in 2018 and beyond, however, is one of focus. We will play to our strengths – being

vertical integration, export-led & China. Making use of our balance sheet, we will rebalance our portfolio to reflect this

focus.

Our acquisition agenda will be guided by this criteria, and we may divest (as you have seen) businesses that are less

well-aligned with our strengths.

Overall, we are aiming for a greater focus on ‘pure’ agribusiness.

[SLIDE 19: OUR INVESTMENT UNIVERSE]

This focus does not limit the opportunities available to Scales, however. Quite the contrary.

Agribusiness is a broad and dynamic sector, and we consider all activities within this universe – subject to due diligence

and value creation potential – as possible additions to the Scales portfolio.

As things stand we are evaluating investment opportunities in two sectors (which I won’t name).

[SLIDE 20: APPROACH TO CAPITAL ALLOCATION]

In terms of capital allocation, we will continue to allocate funds to the Horticulture division for incremental organic and

bolt-on acquisitions.

In addition, we see Scales Logistics and our Food Ingredients division as solid platform businesses that offer significant

growth and acquisition opportunities.

Overall, we believe we are fundamentally, a good operator. We support our businesses. We invest in our people. At

the end of the day, businesses that we own and run, do well. This is key to Scales’ value creation.

In addition, as an investor, we do not rush. We are happy to wait for the right asset in the right sector. There are lots

of interesting businesses, but we want only those with good growth prospects that play to our strengths and our strategic

agenda.

We are patient, and we are confident. Above all we remain committed to a 15% return on capital target and prudent

stewardship of shareholder funds.

[SLIDE 21: THE YEAR AHEAD AND INVESTOR RETURNS]

So time now to look at how we are trading in 2018.

[SLIDE 22: TRADING UPDATE]

Overall I’m delighted to report that we’re experiencing a solid start to the year.

In our Horticulture division the harvest has been completed and the total pick of 5.1m cartons from our own orchards

(including Longview apple volumes), is up an impressive 14% compared with volumes picked over the past two years.

Packing is still underway, with about 2/3

rds

of fruit packed. Final available export volumes will depend on the proportion

of fruit that is deemed ‘export grade’. This ‘packout rate’ varies from year to year based on growing practices and

climate and isn’t known until all fruit is packed. In the past 5 years, the average packout rate (the percentage of all


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apples picked that are exported) has been 76%, and it is most likely that the final 2018 packout will be broadly in line

with historical averages.

Finally, to date, we have sold approximately 1/3

rd

of the apple crop and apple pricing has been in line with expectations.

In Storage & Logistics, shareholders should take note that trading profits from Polarcold will accrue to Scales up until

31 May. From 1 June, Polarcold profits will be accrued on behalf of the purchaser. In exchange, earnings will be

increased by interest earnt. Continuing on from a strong 2017, storage levels for Q1 have generally been strong and

other businesses in the division have also been trading in line with, or slightly ahead of, last year.

And we’ve got a similar story in Food Ingredients with strong sales continuing from last year.

In summary, all businesses are currently trading in line with guidance forecasts. In comparison to the full year EBITDA

guidance, we note approximately $6 million of budgeted EBITDA earnings will be removed if the Polarcold sale

completes as expected. However, the impact on total pre-tax earnings will be minor due to interest. To clarify, interest

on the purchase price is payable between 1 June and the date of settlement, and once cash proceeds are received,

those proceeds will repay debt and generate interest income.

[SLIDE 23: DIVIDENDS]

My final slide shows our track-record for dividends over the past three years. We have declared 18 cents per share in

respect of our 2017 result, which is consistent with the total of 18 cents per share for 2016 and represents a gross-yield

of 7.0% on the average daily share price in 2017.

This concludes my presentation, which I hope you have found informative.

An opportunity to ask questions will be made available during the voting on the resolutions.

In the meantime I’ll pass back to Tim to cover the business of today’s meeting.

Address by the Chair: Tim Goodacre

[SLIDE 24: ORDINARY BUSINESS AND RESOLUTIONS]

Thank you Andy.

We will now move to the business of the meeting and the procedure for this part of the meeting. All items of business

are ordinary resolutions and are required to be passed by a simple majority of votes.

The resolutions that we will be voting on today are as follows:

• Resolution 1: Authorisation for the Directors to fix the auditor’s remuneration for the coming year.

• Resolution 2: Re-election of myself, Tim Goodacre, as a Director.

• Resolution 3: Re-election of Mark Hutton as a Director.

Current best practice for Shareholder voting is by way of poll. Accordingly, in my capacity as Chair I require that a poll

be held for each of the resolutions.

Shareholders who are entitled to vote and proxies who have discretion as to how they vote have received a Voting /

Proxy Form when they registered upon arrival at the meeting. If you completed a postal vote, you do not need to

complete another Voting / Proxy form.


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If you have not received a Voting / Proxy form, please go to the Computershare desk at the back of the room where

their representatives will be able to assist you. After voting, you should place your Voting / Proxy form in one of the

ballot boxes which will be passed around the room. I’ll invite you to vote after all of the resolutions have been introduced

to the meeting.

I and my fellow directors hold undirected proxies:

• With respect to Resolution 1, authorisation for the Directors to fix the auditor’s remuneration for the coming year:

647,260 shares.

• With respect to Resolution 2, re-election of myself as Director: 656,010 shares.

• With respect to Resolution 3, re-election of Mark Hutton as Director: 656,110 shares.

Your Board supports these resolutions and we intend to vote all of these shares in favour of these resolutions.

There will be an opportunity to ask questions on, or speak to, each resolution being put to shareholders. I ask that, in

the interests of fairness to all shareholders attending this meeting, anyone wishing to speak to a resolution be as concise

as possible and be considerate to other shareholders who may also wish to ask questions.

[SLIDE 25: RESOLUTION 1]

Resolution 1 relates to the remuneration of auditors. The proposed ordinary resolution is to authorise the Directors to

fix the auditor’s remuneration for the coming year. In accordance with the Companies Act, Deloitte have been

automatically reappointed as the company’s auditors. As is usual with audit fees, due to the complexity and changing

nature of the company’s affairs, it is not possible to fix the remuneration at the beginning of the year.

I now move, as an ordinary resolution, that the Board is authorised to fix the auditor’s remuneration for the coming year.

I now invite discussion on the resolution.

[Discussion]

There appears to be no [further] discussion.

We will now move to the next resolution.

[SLIDE 26: RESOLUTION 2]

Resolutions 2 and 3 relate to the re-election of Directors, as required by the Constitution and NZX Listing Rules. Two

directors are required to retire at this meeting. Mark Hutton and myself are the two of the longest serving Directors on

the Board and will therefore retire, and we offer ourselves for re-election.

Resolution 2 relates to the re-election of myself.

Before I excuse myself and hand to Alan Isaac, chair of the Audit and Risk Management Committee, to take you through

this particular resolution, I would like to say a few words regarding my proposed re-election.

[Personal remarks from Tim]

Over to you Alan.

Address by Alan Isaac

Thanks Tim.

As Tim mentioned, Resolution 2 relates to the re-election of himself.


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Tim was first appointed a Director of the company in June 2014. Tim is retiring by rotation as required by the Constitution

and the NZX Listing Rules and, being eligible, offers himself for re-election. The Board recommends Tim Goodacre to

you as a director of the company and unanimously supports his re-election.

I now move, as an ordinary resolution, having retired by rotation, that Tim Goodacre be re-elected as a director. Is there

any discussion on this resolution?

[Discussion]

There appears to be no [further] discussion.

I’ll now hand back to Tim who will take you through the final resolution.

Address by the Chair: Tim Goodacre

Thanks Alan.

[SLIDE 27: RESOLUTION 3]

Resolution 3 relates to the re-election of Mark Hutton.

Mark Hutton was first appointed a director of the company in June 2011. Mark is retiring by rotation as required by the

Constitution and the NZX Listing Rules and, being eligible, offers himself for re-election. The Board recommends Mark

Hutton to you as a director of the company and unanimously supports his re-election.

I now invite Mark to briefly address the meeting on his proposed re-election.

[Address from Mark Hutton]

Thank you Mark.

I now move, as an ordinary resolution, having retired by rotation, that Mark Hutton be elected as a director. Is there any

discussion on this resolution?

[Discussion]

There appears to be no [further] discussion.

[SLIDE 28: VOTING & QUESTIONS]

If you wish to vote on all of these motions, you should use either the Voting / Proxy Form that was sent to you with the

Notice of Meeting or an alternative voting form given to you by Computershare when you entered the meeting.

When you cast your vote, please tick one box to select “for”, “against” or “abstain”, alongside each resolution in the

section named Step 1: Voting Instructions / Voting Form.

If you hold a proxy on behalf of a shareholder, you will need to cast that shareholder’s votes in order for them to be

counted. The Voting / Proxy Form given to proxy holders, sets out the number of proxy votes held and records directed

votes.

If there are no undirected votes, the proxy holder needs only to sign the voting form. Where there are undirected votes,

proxy holders may vote these as they see fit by ticking the appropriate box.

Finally, in all cases, please ensure the voting form is signed. I remind you that you are voting on each separate resolution

as detailed in the Notice of Meeting. After voting, you should place your Voting / Proxy Form in one of the ballot boxes


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which will be passed around the room. If anyone is unsure how to complete the voting form or doesn’t have a form,

please go to the registration desk where someone will be able to help you.

Once all the votes have been cast, they will be counted by the Company’s share registrar, Computershare, and

scrutinised by the Company’s auditor. The results of today’s meeting will be released to the NZX on the completion of

verification of voting.

Please prepare your forms and cast your votes now, while we take questions.

[Can I now ask Computershare to bring the ballot boxes forward?]

Questions

At this point we will open the floor to any questions on the financial results, the business update or any other matters

you would like to raise.

[Questions]

[After no more questions]

Are there any items of general business to be discussed?

There appears to be no further business for discussion.

Ladies and gentlemen, that brings us to the end of formal business for Scales Corporations’ 2018 Annual Shareholders’

Meeting. Thank you for taking the time to participate today.

I would now like to invite you to join us for refreshments.

Thank you.

[ENDS]

---

2018 Annual
Shareholders Meeting

13 June 2018

SCALES CORPORATION LIMITED

GROWING YOUR DIVERSIFIED AGRIBUSINESS

June 2018Scales –2018 Annual Shareholders’ Meeting
AGENDA

•Welcome

•Chairman’s review

•Managing Director’s review

•Ordinary business and resolutions

2

June 2018Scales –2018 Annual Shareholders’ Meeting
CHAIRMAN’S REVIEW

•Consolidated our position in challenging conditions

•Re-focused group investment / growth strategy

•Completed the acquisition of OceanAir

•Continued progress on sustainability

•Capital redeployment enabled with Coldstoresdivestment

3

Delivering on our strategy.

June 2018Scales –2018 Annual Shareholders’ Meeting
MANAGING DIRECTOR’S REVIEW

1.Year in Review

2.Sustainability progress

3.Strategy Update

4.Looking Ahead and Investor Returns

4

1
YEAR IN REVIEW

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Underlying EBITDA

$62.0m

9% decrease

Dividends declared

19.0 cents

per share

(2016: 14.5 cents per share)

Underlying Net Profit

$32.7m

15% decrease

Revenue

$399.1m

7% increase

ROCE

16%

(2016: 21%)

EPS

22.6 cents

per share

(2016: 27.4 cents per share)

SCALES BY THE NUMBERS

June 2018Scales –2018 Annual Shareholders’ Meeting
$20.0m

$19.8m

$34.8m

$38.6m

$32.7m

20132014201520162017

CAGR13%

$42.8m

$39.8m

$61.4m

$67.9m

$62.0m

20132014201520162017

CAGR10%

5 YEAR PERFORMANCE TREND

•Five year growth trend in EBITDA and NPAT maintained.

•We are continuing to explore options to grow and rebalance the portfolio.

7

2017 result consolidates our recent growth

Underlying EBITDA*Underlying NPAT*

* Underlying Results exclude all IFRS non-cash adjustments (most notably fair value or revaluation gains and mark-to-market gains or losses on FX contracts not exercised during

the period). Management and the Board believe that Underlying results more accurately demonstrate the change in operational performance of the Group.

June 2018Scales –2018 Annual Shareholders’ Meeting
Income Statement

2017

$ MillionsActualGrowth %ActualGrowth %

Revenue399.17%373.924%

Cost of Sales(287.1)(262.5)

Underlying Gross Margin **112.01%111.54%

Underlying Gross Margin %28%30%

Underlying EBITDA62.0-9%67.911%

Underlying EBIT47.8-14%55.811%

Underlying Net Profit32.7-15%38.611%

After tax impact of:

Non-cash IFRS adjustments(1.0)(0.5)

Net Profit31.8-17%38.26%

Capital employed***307.5271.1

Return on capital employed ***16%21%

2016

SUMMARY FINANCIAL PERFORMANCE

•Revenue $399.1m, up 7% on 2016.

•Underlying* EBITDA $62.0m, at the

top end of previously provided

guidance.

•Underlying NPAT $32.7m.

•Reported net profit of $31.8m after

deducting non-cash IFRS

adjustments.

8

Delivering revenue growth and above target return on capital

* Underlying Results exclude all International Financial reporting Standards (IFRS) non-cash adjustments (most notably fair value or revaluation gains and mark-to-market gains or losses on FX contracts

not exercised during the period). Management and the Board believe that Underlying results more accurately demonstrate the change in operational performance of the Group.

** Underlying gross margin excludes fair value gains relating to Mr Apple’s unharvested crop.

*** Capital Employed and Return on Capital Employed in 2016 excludes capital employed and net losses from the Longview acquisition which, due to the timing of the acquisition, did not contribute to 2016

profits. Longview has been included in the 2017 calculation.

June 2018Scales –2018 Annual Shareholders’ Meeting
2017 DIVISIONAL HIGHLIGHTS

9

Resilienceand a focus on strategy across the Group

Horticulture –solid performance despite challenges.

•Better packhouseefficiencies with Longview integration now complete.

•Excellent results in challenging conditions. Great momentum for Dazzle®.

•Asia and the Middle-east, remain central focus for future growth.

1

Storage and logistics –rebalancing the portfolio.

•Rebrand complete and strong performance improvement at Coldstores.

•Strong organic and acquisitive (OceanAir) growth at Scales Logistics.

•Short-term impacts at Liqueobut outlook is positive.

2

Food ingredients –record sales volumes.

•Record Petfoodingredient sales through Meateor.

•Steady results from Profruitpartnership.

•Future strategy focused on building scale and deepening relationships.

3

June 2018Scales –2018 Annual Shareholders’ Meeting
$4.7m

$5.7m

$7.6m

$9.2m

$8.0m

20132014201520162017

CAGR14%

$25.5m

$23.9m

$40.0m

$45.3m

$38.9m

20132014201520162017

CAGR11%

$13.9m

$12.3m

$16.3m

$16.2m

$19.1m

20132014201520162017

CAGR8%

DIVISIONAL EBITDA TREND

10

Strong performance improvement from Storage & Logistics

Horticulture and Food Ingredients delivering solid results

Trendsin Underlying Divisional EBITDA ($m)

HorticultureStorage & LogisticsFood Ingredients

June 2018Scales –2018 Annual Shareholders’ Meeting
COLDSTORES SALE ANNOUNCED

11

•Agreement entered into with Emergent Cold to

sell shares in Polarcoldfor $151.4m.

•Low return on capital versus rest of group and

other opportunities available.

•Sale subject only to OIO regulatory approval.

•Transaction proceeds to be retained and applied

to growth initiatives in line with our strategy.

Opportunity to redeploy capital more effectively

Coldstoresversus

Rest of Scales Group

30%

19%

Capital Employed

(% of Group, Dec '17)

EBIT Contribution (% of

Divisional EBIT, 2017)

Impact on ROCE

16%

2017 Group

ROCE (%)

•Coldstores: 11%

•Rest of Group: 17%

June 2018Scales –2018 Annual Shareholders’ Meeting
STRONG BALANCE SHEET

12

•We continue to exceed Return on Capital Employed targets and maintain considerable

headroom in our banking covenants.

•Well placed for strategic acquisitions given strong financial position (further bolstered by

Coldstoresdivestment).

Maintaining excellent financial position

* Due to the timing of the acquisition, Longview was excluded from the calculation of Group 2016 Return on Capital Employed.

Financial Position

$ millions

2017

2016

2017

(excluding Polarcold)

Capital Employed

307.5

293.4

220.1

Return on Capital Employed*

16%

21%

17%

Net Interest Bearing Debt

(40.8)

(34.6)

110.6

Senior Debt Coverage

0.7x

0.5x

Interest Cover

18.3x

24.1x

Other Liabilities

(44.8)

(44.1)

Net Assets

221.9

214.6

2
SUSTAINABILITY

June 2018Scales –2018 Annual Shareholders’ Meeting
SUSTAINABILITY

•Full review of the business in 2017:

➢Group Sustainability and Health &

Safety role established.

➢Evaluated current position and

identified KPIs.

•Three areas of focus to future-proof

our business:

➢Being an Employer of Choice.

➢Water.

➢Energy / carbon footprint.

14

Journey progressing to plan

Scales’ sustainability framework

June 2018Scales –2018 Annual Shareholders’ Meeting
BEINGAN EMPLOYER OF CHOICE

15

Sustainability starts with our people

•Committed to the goal.

•Proud of what we do already.

➢Company-wide training and investment

in our staff.

➢Collaboration with WINZ.

➢Efforts to promote diversity.

•But keen to understand what we don’t

know.

➢2018 staff-wide engagement survey.

➢Empowering our people.

➢Benchmark where we are at.

➢Serious investment in our People.

June 2018Scales –2018 Annual Shareholders’ Meeting
HEALTH AND SAFETY

16

•Big push to standardise policy and

procedures across the Group.

➢Taking best practice and rolling it out.

➢Replicating positive H&S culture.

➢Leveraging processes that already work –

e.g. forklift coach training at Mr Apple,

applied to Group.

•And investing behind H&S innovation that

really makes a difference.

➢E.g. big drop in severity of ladder incidents

due to introduction of Velcro strips.

•Most (and best) initiatives come from the

floor.

•Staff engagement survey will be another

important tool in lifting the bar on H&S.

Remains our #1 priority

Severity of ladder incidents

3
STRATEGY UPDATE

June 2018Scales –2018 Annual Shareholders’ Meeting
OUR STRATEGY

•We have refined our group investment / growth strategy, adopting a greater focus on pure

agribusinesses.

•We will focus on opportunities that play well to our strengths:

➢Fully-vertically integrated.

➢Export-led.

➢Add value from our Chinese relationships.

•Targeting a meaningful rebalancing of our current portfolio of businesses:

➢We will look to acquire businesses that play well to our strengths.

➢We will seek to divest operations that are not well-aligned with our strengths.

•Extremely exciting time to be a diversified investor in, and grower of, agribusinesses.

18

A greater focus on pure agribusiness

June 2018Scales –2018 Annual Shareholders’ Meeting
OUR INVESTMENT UNIVERSE

19

Agribusiness encompasses the following primary industries

Agriculture

Fisheries /

Aquaculture

Forestry

Viticulture

Horticulture

Apiculture

Innovative

Processed

Food

Dairy, Meat & Wool, Animal

products, Arable products,

Poultry and eggs

79.2%

of New Zealand’s

merchandise exports

The Primary Sector accounts for:

15%

of employment

10.5%

of GDP

Within this universe Scale has identified two sectors

that are now subject to detailed due diligence

June 2018Scales –2018 Annual Shareholders’ Meeting
APPROACH TO CAPITAL ALLOCATION

20

Scales’ Vision:

To be the foremost investor in, and grower of, New Zealand agribusinesses by leveraging our unique

insights, experience, and access to collaborative synergies.

Our long-term goal:

To generate a long-run average 15% Return on Capital employed across our portfolio.*

*Calculated as Underlying EBIT / Capital Employed, where Underlying EBIT is calculated as Underlying Net Profit plus Net Financing Costs and Tax, and Capital Employed is calculated as Non Current

Assets plus Current Assets (excluding any Cash or Cash Equivalent balances) less Current Liabilities (excluding any OverdraftorShort-Term Debt balances).

Strategies to Create Value

As an operator we will:

•Support our businesses by investing in people,

culture, and equipment

•Expand through appropriate investment in growth

•Provide operating and financial support

As an investor we will:

•Remain patient and disciplined

•Identify sectors with appropriate vertically-

integrated, scale, and growth characteristics

•Identify opportunities where we can add value

through our core strengths

•Remain focused upon our long-term ROCE

objectives

4
LOOKING AHEAD AND

INVESTOR RETURNS

June 2018Scales –2018 Annual Shareholders’ Meeting
TRADING UPDATE

22

•Horticulture:

➢Total pick, up 14% to 5.1m apples.

➢~2/3

rd

of fruit packed to date. Packoutexpected

to be in line with long run averages.

➢Slightly more than 1/3

rd

of crop sold to date.

➢Strong momentum for Dazzle

®

with significant

license agreement signed in the US.

•Storage & Logistics:

➢Coldstoresprofits generated until 31 May accrue

to Scales. Storage levels for Q1 generally strong.

➢Other businesses trading in line with, or slightly

ahead of this time last year.

•Food Ingredients:

➢Production and sales continue to be strong

reflecting attractive industry fundamentals.

Mr Apple Gross Harvest & Export Packout

•Group:

➢Based on factors currently known to us, the

Directors support previously provided guidance

for 2018 (EBITDA of $58 to $65 million).

The outlook for Scales remains positive

3.9

3.7

4.4

4.4

4.4

5.1

73%

75%

71%

81%

80%

50%

55%

60%

65%

70%

75%

80%

85%

3.0

3.5

4.0

4.5

5.0

5.5

201320142015201620172018

Total Pick (TCEs Millions)Packout (%)

June 2018Scales –2018 Annual Shareholders’ Meeting
DIVIDENDS

•Total of $0.18 per share in cash dividends paid in respect of 2017:

➢No change from the $0.18 total dividend per share in 2016.

➢Represents a gross dividend yield of 7.0% on the average daily share price in 2017

(2016: 8.3%).

23

EPS

Dividends

PaidPayout

Gross

Dividends

Avg. Share Price

for the Year

Gross

Dividend

Yield

2017$0.226$0.18080%$0.250$3.5797.0%

2016$0.274$0.18066%$0.250$3.0208.3%

2015(restated)$0.257$0.17066%$0.236$1.83012.9%

ORDINARY BUSINESS
AND RESOLUTIONS

June 2018Scales –2018 Annual Shareholders’ Meeting
RESOLUTION 1

25

That the Board is authorised to fix the auditor’s

remuneration for the coming year.

June 2018Scales –2018 Annual Shareholders’ Meeting
RESOLUTION 2

26

Having retired by rotation, that

Tim Goodacrebe re-elected as a Director.

June 2018Scales –2018 Annual Shareholders’ Meeting
RESOLUTION 3

27

Having retired by rotation, that

Mark Hutton be re-elected as a Director.

VOTING &
QUESTIONS

June 2018Scales –2018 Annual Shareholders’ Meeting
DISCLAIMER

Please do not read this presentation in isolation

This presentation supplements our full year results announcement dated 28 February 2018 and Annual Report dated 29 March 2018. It should be read subject to and

in conjunction with the additional information in those releases and other material which we have released to the NZX.

There is no offer or investment advice in this presentation

This presentation is for information purposes only. It is not an offer of securities, or a proposal or invitation to make any such offer. It is not investment advice or a

securities recommendation, and does not take into account any person’s individual circumstances or objectives. Every investor should make an independent

assessment of Scales Corporation on the basis of independent expert financial advice.

Non-GAAP financial measures

Our results are reported under NZ IFRS. This presentation includes non-GAAP financial measures which are not prepared in accordance with NZ IFRS. The non-

GAAP financial measures used in this presentation include:

•EBITDA. We calculate EBITDA by adding back (or deducting) depreciation, amortisation, finance expense / (income), and taxation expense to net earnings / (loss)

from continuing operations.

•EBIT. We calculate EBIT by adding back (or deducting) finance expense / (income), and taxation expense to net earnings / (loss) from continuing operations.

•Underlying EBITDA and EBIT are calculated by adding back (or deducting) non-cash IFRS adjustments.

•Underlying Net Profit is calculated by adding back or (or deducting) the after-tax effect of any non-cash IFRS adjustments.

We believe that these non-GAAP financial measures provide useful information to readers to assist in the understanding of our financial performance, financial position

or returns, but that they should not be viewed in isolation, nor considered as a substitute for measures reported in accordance with NZ IFRS. Non-GAAP financial

measures may not be comparable to similarly titled amounts reported by other companies.

Forward looking statements are subject to material adverse events, significant one-off expenses or other unforeseeable circumstances.

Disclaimer

To the maximum extent permitted by law, neither Scales Corporation Limited, nor any of its directors, employees, shareholdersorany other person will be liable

(whether in tort (including negligence) or otherwise) to you or any other person in relation to this presentation, including anyerror in it.

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.