Kingfish Limited/Announcement
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Kingfish Annual Report and Section 209C provided

Annual Report19 June 2018KFLFinancials

31 MARCH 2018
ANNUAL REPORT

KINGFISH LIMITED

2
kingfish limited /

ANNUAL REPORT

2018

CALENDAR

Next Dividend Payable

29 JUNE 2018

Annual Shareholders’ Meeting

Ellerslie Event Centre, Auckland

27 JULY 2018, 10:30AM

Interim Period End

30 SEPTEMBER 2018

03About Kingfish

06Directors’ Overview

10Manager’s Report

16The STEEPP Process

18Kingfish Portfolio Stocks

26Board of Directors

27Corporate Governance Statement

33Directors’ Statement of Responsibility

34Financial Statements Contents

50Independent Auditor’s Report

54Shareholder Information

55Statutory Information

58Directory

CONTENTS

Alistair Ryan / Chair Carmel Fisher / Director

This report is dated 20 June 2018 and is

signed on behalf of the Board of Kingfish

Limited by Alistair Ryan, Chair, and Carmel

Fisher, Director.

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ANNUAL REPORT

2018

ABOUT KINGFISH

Kingfish Limited (“Kingfish” or “the company”) is a listed investment

company that invests in quality, growing New Zealand companies.

The Kingfish portfolio is managed by Fisher Funds Management

Limited (“Fisher Funds” or “the Manager”), a specialist investment

manager with a track record of successfully investing in quality, growth

companies. Kingfish listed on NZX Main Board on 31 March 2004

and may invest in companies that are listed on a New Zealand stock

exchange or unlisted companies.

INVESTMENT OBJECTIVES

The key investment objectives of Kingfish are to:

»achieve a high real rate of return, comprising both income and capital

growth, within risk parameters acceptable to the directors; and

»provide access to a diversified portfolio of New Zealand quality

growth stocks through a single tax efficient investment vehicle.

INVESTMENT APPROACH

The investment philosophy of Kingfish is summarised by the following

broad principles:

»invest as a medium to long-term investor exiting only on the basis of

a fundamental change in the original investment case;

» invest in companies that have a proven track record of growing

profitability; and

»construct a diversified portfolio of investments based on our

‘STEEPP’ investment criteria (see pages 16 – 17).

$
36.3m

Net profit

+12.0

%

Total shareholder return

+16.5

%

Gross performance return

$

1.45

NAV per share

$

1.31

Share price

+

14.7

%

Adjusted NAV return

DIVIDENDS PAID

DIVIDENDS PAID DURING THE YEAR ENDED 31 MARCH 2018 (CENTS PER SHARE)

29 June

2017

2.79

cps

29 September

2017

2.77

cps

22 December

2017

2.83

cps

29 March

2018

2.89

cps

FOR THE 12 MONTHS ENDED 31 MARCH 2018

AT A GLANCE

AS AT 31 MARCH 2018

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ANNUAL REPORT

2018

Fisher & Paykel
Healthcare

12

%

Mainfreight

12

%

The a2 Milk

Company

8

%

Freightways

9

%

Ryman

Healthcare

7

%

AS AT 31 MARCH 2018

LARGEST INVESTMENTS

AS AT 31 MARCH 2018

SECTOR SPLIT

Healthcare 30%

Industrials 30%

Consumer Staples 11%

Consumer Discretionary 11%

Utilities 10%

Information Technology 4%

Cash 4%

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ANNUAL REPORT

2018

"We are pleased
to report a healthy

net profit of $36.3m

in what was another

strong period for

New Zealand shares."

DIRECTORS’ OVERVIEW

Alistair Ryan

Chair

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ANNUAL REPORT

2018

The New Zealand share market continued
the positive trend of the past five years,

posting another double digit return for

the 12 months ended 31 March 2018.

The Kingfish portfolio lifted 14.7%

1

,

delivering a net profit of $36.3m.

While the first nine months of the financial year were

unambiguously positive, market volatility returned in

the final three months of the year, providing Kingfish

with challenges and opportunities. Such volatility

presents opportunities for active managers to add

value. Kingfish’s portfolio of high quality, growth

companies performed soundly over the period,

including during the most recent bout of volatility.

The S&P/NZX50G finished strongly, closing up 15.6%

for the 12 months to 31 March 2018. The Manager’s

performance, reflected by the gross performance

return was 16.5% for the period. Pleasingly, this strong

performance has been sustained by the Manager over

the longer term, with gross performance returns of

15.6% per annum on a five-year basis.

The 2018 net profit result comprised gains on

investments of $32.5m, dividend and interest income

of $7.9m, other income of $2.9m (a result of a

refund of GST and related use of money interest),

less operating expenses and tax of $7.0m. Fisher

Funds was paid a performance fee for the portfolio’s

performance, consistent with the terms of the

Management Agreement. Operating expenses were

$2.0m higher than the corresponding period due to

increased brokerage costs, higher management fees

(as a result of higher average portfolio values over the

year) and a larger performance fee being earned by

the Manager than the previous period.

As at 31 March 2018, the Kingfish portfolio

comprised 16 stocks and was valued at $264m with

$11m in cash available. In addition to the strong

portfolio performance, shareholders also enjoyed a

healthy total shareholder return of 12.0% for the 2018

period largely driven by the 11.28 cents per share

paid in dividends during the 2018 financial year.

Dividends were slightly higher than total dividends

paid in 2017 due to the higher average net asset

value (NAV) of the portfolio during the period.

The next dividend will be 2.89 cents per share to

be paid on 29 June 2018 with a record date of 14

June 2018. Kingfish continues to offer its dividend

reinvestment plan where shareholders are able to

reinvest all or part of any cash dividends in fully paid

ordinary shares.

2

Kingfish also has a regular warrants programme

and share buyback programme as part of its capital

management initiatives. Kingfish’s last warrant issue

expired in May 2017 and the board continually monitors

a range of factors to determine the potential timing

for further warrant issues. It is the board’s intention

that warrant issues occur regularly, pending market

conditions, and it is anticipated a further Kingfish

warrant issue will be considered later this year.

Share buybacks present an opportunity for Kingfish to

enhance shareholder value. Share buybacks are utilised

when the share price to NAV discount is greater than

8%. During the 12 months to 31 March 2018, the share

price to NAV discount fluctuated between 5% and

11%. Over the period, Kingfish took advantage of the

deeper share price to NAV discounts and purchased

approximately 2.4m shares under the buyback

programme. Shares purchased under the buyback

programme are held as treasury stock.

2018 was another positive year for Kingfish and we look

forward to discussing the performance and portfolio with

you in more depth at the upcoming Annual Shareholders'

Meeting which will be held on Friday 27 July at 10:30am

at the Ellerslie Event Centre in Auckland.

All shareholders are encouraged to attend the Annual

Shareholders' Meeting, with those who are unable to

attend invited to cast their vote on company resolutions

prior to the meeting.

We would like to thank shareholders for your continued

support of Kingfish and look forward to meeting many of

you at the annual meeting in July.

On behalf of the board,

¹

Adjusted NAV return being the underlying performance of the investment portfolio adjusted for dividends (and other capital

management initiatives) and after fees and tax.

2

To participate in the dividend reinvestment plan, a completed participation notice must be received by Kingfish before the

next record date. Full details of the dividend reinvestment plan can be found in the Kingfish Dividend Reinvestment Plan Offer

Document, a copy of which is available at www.kingfish.co.nz/investor-centre/capital-management-strategies/.

Alistair Ryan / Chair

Kingfish Limited

20 June 2018

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ANNUAL REPORT

2018

FIGURE 1: FIVE-YEAR PERFORMANCE SUMMARY
Corporate Performance

For the year ended 31 March 20182017201620152014

5 years

(annualised)

Total Shareholder Return12.0%8.1%3.3%18.2%18.9%11.9 %

Adjusted NAV Return14.7%10.6%13.0%6.8%18.4%12.6%

Dividend Return8.7%8.5%7. 7 %8.4%8.8%

Net Profit$36.3m$22.4m$22.5m$11.9 m$26.4m

Basic Earnings per Share19. 6 0 c p s14.50 cps16.71cps9.8 5 c p s22.75cps

As at 31 March20182017201620152014

Audited NAV$1.4 5$1.40$1.37$1.34$1.36

Adjusted NAV

1

$4.07$3.54$3.20$2.84$2.66

Share Price$1.31$1.29$1.31$1.37$1.28

Warrant Price-$0.05-$0.10-

Share Price Discount/(Premium) to NAV

²

9. 7 % 7. 0 %4.4%( 4 .1%)5.9%

Manager Performance

For the year ended 31 March 20182017201620152014

5 years

(annualised)

Gross Performance Return16.5%13.3%15.7%9. 6%23.1%15.6%

S & P/N Z X 5 0 G15.6%6.6%15.7%13.5%16.2%13.5%

Performance Fee Hurdle / Benchmark Rate

3

9.0 %9. 3%10.2%10.6%9. 7 %

NB: All returns have been reviewed by an independent actuary.

1

Kingfish’s adjusted NAV historical information has been restated as a result of a correction to the warrant dilution component of

the calculation. Previously the adjusted NAV had been understated by up to $0.04.

2 Share price discount/(premium) to NAV (including warrant price on a pro-rated basis).

3

The performance fee hurdle is the Benchmark Rate (NZ 90 Day Bank Bill Index +7%).

DIRECTORS’ OVERVIEW CONTINUED

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ANNUAL REPORT

2018

FIGURE 2: TOTAL SHAREHOLDER RETURN
Share Price/Total Shareholder Return

Total Shareholder ReturnShare Price

$

4.00

$

3.50

$

3.00

$

2.50

$

2.00

$

1.50

$

1.00

$

0.50

$

0.00

Mar

2016

Mar

2018

Mar

2004

Mar

2005

Mar

2006

Mar

2007

Mar

2008

Mar

2009

Mar

2010

Mar

2 011

Mar

2012

Mar

2013

Mar

2014

Mar

2015

Mar

2017

Non-GAAP Financial Information

Kingfish uses non-GAAP measures, including adjusted net asset value, adjusted NAV return, gross performance return and total

shareholder return. The rationale for using such non-GAAP measures is as follows:

»adjusted net asset value – the underlying value of the investment portfolio adjusted for capital allocation decisions after fees

and tax,

»adjusted NAV return – the net return to an investor after fees and tax,

»gross performance return – the Manager’s portfolio performance in terms of stock selection, and

» total shareholder return – the return to an investor who reinvests their dividends, and if in the money, exercises their warrants

at warrant maturity date for additional shares.

All references to adjusted net asset value, adjusted NAV return, gross performance return and total shareholder return in this Annual

Report are to such non-GAAP measures. The calculations applied to non-GAAP measures are described in the Kingfish Non-GAAP

Financial Information Policy. A copy of the policy is available at http://www.kingfish.co.nz/about-kingfish/kingfish-policies/

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ANNUAL REPORT

2018

Sam Dickie
Senior Portfolio Manager

"For the first nine

months of the year, the

New Zealand share

market recorded new

highs every single

month, creating an

environment that felt too

good to be true. Market

volatility returned at the

start of calendar year

2018, catching

investors unaware."

MANAGER’S REPORT

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ANNUAL REPORT

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The 12 months to 31 March 2018 was an
interesting period. At a headline level, the

market performed strongly, with the S&P/

NZX50G rising 15.6% for the year, however

most of the gains occurred in the first nine

months of the year. Throughout the 2017

calendar year, the market recorded new highs

every single month with limited volatility – a

definitive bull market. Such limited volatility in

markets is unusual and the 2017 experience

was a result of very benign economic

conditions where inflation was largely

under control, interest rates low and stable

and global growth accelerating. Investors

seemingly had few worries – it felt too good

to be true.

Spoiler: it was! The start of the 2018 calendar year

coincided with a return to more volatile markets.

Triggered by renewed fears of rising inflation, interest

rates started to lift (primarily in the US) which unsettled

investors. Volatility was exacerbated by the fact that

investors had positioned for stable markets and as they

were surprised by the market’s gyrations, they hastily

changed the way their money was invested.

As the ground was shifting beneath investors’ feet, we

were pleased our approach of focusing on high quality

companies and management teams allowed the Kingfish

portfolio to outperform the market during this changing

environment. While the recent bout of volatility and

the accompanying newspaper headlines felt severe, it

was really a return to more normal levels of volatility.

And for active investors like ourselves, volatility creates

opportunity. As Warren Buffett's mentor Ben Graham

reminds us, ‘Mr Market’ can go through bouts of

euphoria and depression and offer very different prices

for the same shares from one day to the next.

NZ market performance and volatility

KINGFISH PORTFOLIO

The Kingfish portfolio delivered a strong result for

the year with a gross performance return of 16.5%,

outperforming the S&P/NZX50G. A number of portfolio

heavyweights helped drive the return. Standouts

included Fisher & Paykel Healthcare (+38%), Summerset

(+37%), Restaurant Brands (+37%) and Ryman

Healthcare (+28%).

During the 2018 financial year, we added two new

companies, Xero and The a2 Milk Company, to the

Kingfish portfolio and made the decision to exit three

positions: Trade Me, Z Energy and Tegel Group.

ADDITIONS

We added cloud accounting software provider Xero

to the portfolio in September 2017. We chose to invest

in Xero because of its leading market positions, the

high barriers to entry it has created by developing its

software platform, its long runway of future growth and

a strong culture of innovation.

Unfortunately, in November 2017, Xero announced its

intention to transition to a sole listing on the Australian

Stock Exchange on the basis it would have access to

deeper capital markets, increased trading liquidity and

a broader base of potential investors. As a result of

Xero’s decision, the Kingfish board determined that given

Kingfish’s mandate is to invest in quality New Zealand

companies and the fact that Xero would no longer be

listed on the NZX, it was appropriate that Kingfish exit

its investment in Xero.

While Xero was only in the Kingfish portfolio for a

short time, we were pleased that it became a top 10

contributor for the year.

The a2 Milk Company sells fresh milk and infant milk

formula containing only the A2 beta-casein variant.

Having only A2 beta casein reputedly gives health

benefits making digestion easier (whereas most milk

includes A1 as well as A2 beta casein). The company

has developed a leading, highly trusted brand in

Australia and China and is looking to expand into

new markets. We added a2 Milk to the Kingfish

portfolio ahead of the company announcing its 2018

interim result.

We initially looked on from the sidelines as we grappled

with whether the company had sufficiently built its brand

in China over and above its success in the “daigou”

distribution channel. However, a2 Milk has made

progress diversifying its distribution channels in China,

growing a direct business through internet channels

and rolling out product in thousands of specialist

“mother and baby” stores. The a2 Milk of today has a

more balanced distribution network and its brand has

become increasingly recognised by consumers based on

independent survey data.

S&P/NZX Gross Index

8800

8600

8400

8200

8000

7800

76 0 0

74 0 0

7200

7000

40

35

30

25

20

15

10

5

0

Mar

17

Jun

17

Sep

17

Dec

17

Mar

18

CBOE Volatility Index ('VIX')

VIX Volatility Index

S&P/NZX Gross Index

10 year average volatility

Source: Factset

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ANNUAL REPORT

2018

a2 Milk has also announced a deal with Fonterra that
will accelerate the company’s growth into new markets

and products, such as nutritionals, butter and cheese.

This relationship will provide a2 Milk with access to

Fonterra’s logistics and distribution networks and is

the next step in the company’s global growth story.

As Kiwis, it also means we can expect to see local

supermarket shelves well stocked with a2 Milk in the

future – good for your health and your investment!

EXITS

There are two main reasons we exit an investment –

either the thesis or reason for owning the company

has changed or there are better uses for the money

elsewhere.

TradeMe was largely an example of the latter. To help

fund Kingfish’s investments in Xero and The a2 Milk

Company, we exited TradeMe. While we still believe

TradeMe is a high quality company and remain

big fans of its classified businesses, its marketplace

business (the part where you can bid on products

for sale) is facing new challenges from a number of

well-resourced global competitors. This competition

is resulting in a bad combination for profits, slowing

revenue growth and the need to add to costs as

TradeMe invests to defend its business.

We also chose to exit Z Energy as our initial investment

thesis had largely played out. Additionally, we believe

there are likely to be longer term structural challenges

for the business as more consumers switch to electric

vehicles.

Kingfish’s investment in Tegel was sold in April 2017.

As we discussed in last year’s Annual Report, it had

become evident that Tegel had less pricing power than

we had thought due to the changes in the structure of

the poultry market.

PORTFOLIO NEWS

While there was some change to the Kingfish portfolio

this year, long-time holdings continued to deliver with

portfolio heavyweights Fisher & Paykel Healthcare,

Restaurant Brands, Summerset and Ryman Healthcare

the biggest contributors to performance.

Fisher & Paykel Healthcare is one of the largest

positions in the Kingfish portfolio and was the standout

performer for the period, up 38%. The company's

share price continued to rebound strongly following

the drag in the prior year caused by President Trump’s

rhetoric around taxing Mexican imports; and a

competitor, Resmed, launching litigation against Fisher

& Paykel Healthcare. As it turned out, both President

Trump and Resmed’s litigation had more bark than bite.

Retirement village operators Ryman Healthcare and

Summerset delivered strong share price performances

over the year up 28% and 37% respectively. Despite

potential concerns surrounding a slowdown in the

broader New Zealand housing market, both operators

have continued to post solid operating metrics and

financial performance – testament to their strong

market offering and their needs-based proposition that

is so highly valued by customers. Ry man’s Melbourne

expansion continues to gain momentum; its second

village is expected to open in 2018, it has acquired its

eighth site in Melbourne and aims to have five villages

open by 2020.

Summerset continues to post impressive earnings growth,

with underlying profit up 44% for the year. During

the period, Summerset announced it will lift its New

Zealand build rate from 450 units per annum currently

to approximately 600 units by 2020/2021, accelerating

its growth ahead of expectations. Summerset also

announced that it is investigating whether to move into

the Australian market.

During the year we increased Kingfish’s investment in

Restaurant Brands, a decision that was “finger lickin’

good", with the company’s share price gaining 37%

over the period. Restaurant Brand’s management team

has nicely bedded down its recent acquisitions in

Australia (KFC) and Hawaii (Taco Bell and Pizza Hut).

In New Zealand, the core KFC business continues to

trade strongly and the launch of an urban concept

format in downtown Auckland was very successful. The

company now has multiple growth options at its disposal,

including store rollout and refurbishments offshore,

further acquisitions, rolling out the urban concept, and

potentially trialling Taco Bell in Australasia.

While the majority of the Kingfish portfolio companies

performed well (15 of the 21 investments during the

2018 financial year rose in value), some of the portfolio

companies faced a more challenging year.

Michael Hill lost some lustre, falling 17% during the year.

Although its Canadian business continues to grow at a

healthy rate and the mature Australasian businesses are

delivering solid performance, it became evident that its

sub-scale, loss making US business would not become

profitable in the near future. The company made the hard

(and correct in our view) decision to exit the business.

The earlier stage Emma & Roe chain has also struggled

to gain traction in its current form and is being pared

back and relaunched in trial phase, with the company of

the view it can regain its sparkle.

MANAGER’S REPORT CONTINUED

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ANNUAL REPORT

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Auckland International Airport’s share price struggled
during the period. As Auckland Airport is viewed as

a yield asset by some, the increase in bond rates over

the past year hampered share price performance.

This is despite the company’s operations performing

well. Auckland Airport achieved a great price for the

sale of its 25% stake in North Queensland Airports,

exceeding all estimates of potential value and reducing

the likelihood of future capital requirements. Auckland

Airport’s interim result was solid, with earnings growth

in its on-airport retail business exceeding expectations.

We have used the share price weakness to increase the

position during the year.

Vista Group has become an ‘A-lister’ in the niche global

film software industry. However, during the period, it

underperformed as expectations of margins and the

earnings trajectory softened, despite strong revenue

growth (+20% in 2017). We believe the business

remains well placed for future growth and during the

year we increased Kingfish's holding in the company.

OTHER PORTFOLIO ACTIVITY

During the period, Abano completed its transition to

a focused dental group, announcing the sale of its

Ascot Radiology business for $17m. Abano raised

$35m additional equity to accelerate its dental practice

acquisition strategy, particularly in the Australian market.

While same-store-sales growth was disappointing, we

remain attracted to the medium-term margin expansion

opportunity.

Delegat, a producer and distributor of wine under the

Oyster Bay and Barossa Valley Estate brands, made

further progress on its multi-year strategy of growing case

volumes into the North American market. Throughout

the 2018 financial year, it doubled its reach through the

expansion of a key US distribution agreement, which

we think should help underpin double-digit growth rates

going forward – an outcome worthy of a toast.

Long-time portfolio holding, Freightways continued

to deliver solid performance in its network courier

business during the period, including benefitting from

rapidly growing business-to-consumer volumes (all those

online shopping purchases!). The company recently

invested in expanding capacity to meet demand

and acquired a small medical waste business, which

expands the growth opportunity for its Information

Management division. While we were sad to see

long-time CEO Dean Bracewell depart during the year,

we have comfort internal successor Mark Troughear

is capable. We increased the Kingfish position in

Freightways earlier this year.

Newsflow was generally positive for Infratil’s portfolio

assets over the period. Trustpower, its largest investment,

benefitted from strong hydro generation which helped

bolster short-term group earnings and its medium-

term earnings remain intact with the Tauranga Energy

Consumer Trust withdrawing its proposal to restructure

its payments to Trustpower consumers. Following on

from Infratil’s portfolio refresh in 2016/2017, we are

increasingly encouraged by the future earnings growth

and potential for value growth from its relatively new

investment in Canberra Data Centres.

*From date of first investment

Portfolio Company Returns 12 months to 31 March 2018

Fisher & Paykel Healthcare

Summerset

Restaurant Brands

The a2 Milk Company*

Delegat Group

Ryman Healthcare

Port of Tauranga

Infratil

Abano Healthcare

Mainfreight

Meridian Energy

Freightways

EBOS Group

Vista Group

Auckland International Airport

Michael Hill

Total shareholder return

-20%-10%0%10%20%30%40%

Source: Factset

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ANNUAL REPORT

2018

MANAGER’S REPORT CONTINUED
The strong global growth backdrop over the past 12-18

months has benefitted Mainfreight freight volumes in

many regions. The company’s Australian business has

invested in quality new facilities and is taking market

share from competitors through superior service, while

its European business is benefitting from the regional

economic recovery and becoming increasingly

competitive in tenders for major accounts. Management

continues to focus on “painting the world blue” by

growing its global freight network, including the lucrative

opportunity in the large and growing US market.

During the period, Port of Tauranga reported its

strongest half-year result in five years, with double digit

growth in each of its key cargo segments driving 13%

growth in underlying earnings. Following on from the

completion of its major dredging project in September

2016, the 2018 interim result again demonstrated Port of

Tauranga’s role as New Zealand's pre-eminent hub port,

with growth in transhipments of approximately 48% and

further gains to market share of container trading (now

approximately 30% larger than its nearest competitor).

CHANGES AFTER YEAR END

Following year end, Kingfish made a small investment in

Fletcher Building for the first time in its history.

Despite the well-publicised and somewhat turbulent

events of the last couple of years, Fletcher Building’s

key New Zealand operations, Golden Bay Cement,

Winstone Wallboards and PlaceMakers, continue to

dominate their respective markets.

Golden Bay Cement has around 50% market share and

there is only one other major player that it competes

with. Winstone Wallboards has had over 90% market

share for 15-20 years and currently generates a strong

return on invested capital and PlaceMakers consistently

has a leading market position with trade customers.

While there is no lack of competition in any building

materials business, those very high market shares with

stable industry structure backdrops are rare anywhere

in the world. It is these core businesses which score

respectably when viewed through our STEEPP investment

criteria. We believe the problem is that there are other

smaller businesses surrounding the Fletcher Building

business core that are not attractive businesses and some

of those have been the cause of the turbulence.

One of the key catalysts for the recent investment in

Fletcher Building is the strategic review the company is

undertaking, which will see it refocus on its core assets.

We are also encouraged by Fletcher’s new management

team and their clarity of vision on what Fletcher’s

strengths as a business are and what is required to fix

the key issues.

It is rare that we will invest in a business like Fletcher

Building. We have our eyes wide open about the

company’s patchy track record, the challenges that lie

ahead and the risks around the construction cycle.

To help fund the purchase of Fletcher Building, we exited

the Kingfish position in EBOS, a provider of medical

consumables, equipment, solutions and supplies. While

EBOS remains firmly on our watchlist, we believe that

deploying this money into Fletcher Building will generate

better returns. EBOS is operating in an industry where

the outlook is increasingly challenged as regulated

pharmacy revenues come under pressure and some drug

and pharmacy manufacturers are choosing to bypass

wholesale distributors and supply directly to pharmacies.

OUTLOOK

There is always a long list of worries that participants

in financial markets obsess over. Today this is not just

limited to the impact of President Donald Trump’s tweets

on the value of equities! Geopolitical risk, the US fiscal

deficit risk, China’s pace of growth and the pace of debt

creation are all valid investor concerns. At home, we

are waiting to see whether the Labour Government will

be able to carry out some of their plans and what the

impact will be on markets. But as long term investors, we

are used to having these sorts of constant worries!

As always most of our focus is on what companies

themselves are doing. Are they investing for the future

to drive earnings growth, what is the competition doing,

is management focused and on the ball? We think if

these things are done right, passing macroeconomic

concerns become less important over the long term to

share prices.

That said, the outlook for growth and inflation both in

New Zealand and offshore will have some impact on

the portfolio company earnings and market sentiment, at

least in the short term.

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ANNUAL REPORT

2018

PORTFOLIO HOLDINGS SUMMARY
AS AT 31 MARCH 2018

Listed Companies% Holding

Abano Healthcare1.9%

Auckland International Airport5.4%

Delegat Group3.4%

EBOS Group2.4%

Fisher & Paykel Healthcare12.1%

Freightways9. 3%

Infratil7. 2 %

Mainfreight12.1%

Meridian Energy2.9%

Michael Hill4.5%

Port of Tauranga3.1%

Restaurant Brands6.1%

Ryman Healthcare7. 5 %

Summerset6.5%

The a2 Milk Company 7. 8 %

Vista Group4.0%

Equity Total96.2%

New Zealand dollar cash3.8%

TOTAL100.0%

Growth Outlook Global GDP vs NZ GDPThe recent pickup in inflation has, as mentioned in the

introduction, resulted in a pickup in market volatility. In

our view, the return of a more volatile market creates

opportunities for active investors like Fisher Funds. At the

core of the STEEPP investment approach is the idea that

quality companies with strong management, that can

grow earnings over the years, are likely to be attractive

investments. If volatile markets give us the chance to

invest in these kinds of companies at reasonable prices,

we welcome higher volatility with open arms.


Sam Dickie / Senior Portfolio Manager

Fisher Funds Management Limited

20 June 2018

4.0%

3.5%

3.0%

2.5%

2.0%

Global GDP growthNZ Real GDP growth

2017 2018 2019

Global GDP growth is expected to accelerate slightly to

c3.9% in 2018 and stay at above trend levels through

to 2019. Conversely, New Zealand’s GDP growth is

expected to decline slightly in 2018/2019.

We believe Kingfish is well positioned for this

differentiated growth outlook. We know Kiwis love to

travel and broaden their horizons – similarly, many of

the Kingfish portfolio companies have truly international

businesses. Approximately half of the revenue generated

by portfolio companies is from outside New Zealand.

As such, Kingfish is positioned to benefit from the higher

forecast global growth.

Portfolio revenue split by geography

New Zealand 50%

Australia & Asia 26%

North America 14%

Europe 8%

Other 2%

Source: IMF Forecasts, Bloomberg

Source: Fisher Funds estimates

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STRENGTH OF
THE BUSINESS

What is the company’s

competitive advantage? Is it

sustainable? Is the company a

market leader? Does it have

a dominant position? A strong

business is one that can maintain

its profit margins by employing a

unique strategy.

TRACK

RECORD

How has the company performed

in the past? Has the company

performed under the same

management team? Has it grown

organically or by acquisition? How

did the company react during a

downturn? Fisher Funds prefers to

buy established companies that

have executed well in the past.

EARNINGS

HISTORY

How fast has the company been

able to grow its earnings in the

past? How consistent has earnings

growth been? Fisher Funds prefers

to buy companies that exhibit

secular growth characteristics

where they have proven the ability

to provide a high or improving

return on invested capital.

THE STEEPP PROCESS

Fisher Funds employs an investment analysis model that it calls the STEEPP process to analyse

existing and potential portfolio companies. This analysis gives each company a score against a

number of criteria that Fisher Funds believes need to be present in a successful portfolio company.

All companies are then ranked according to their STEEPP score to broadly determine their portfolio

weighting (or indeed whether they make the grade to be a portfolio company in the first place).

The STEEPP criteria are as follows:

STE

Applying this STEEPP analysis, Fisher Funds constructed a

portfolio for Kingfish which comprised 16 securities as at

31 March 2018.

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EARNINGS
GROWTH FORECAST

What is the company’s earnings

growth forecast over the next

three to five years? What is the

probability of achieving the

forecast? What does Fisher Funds

expect the company’s earnings

potential to be? Fisher Funds

notices that too many analysts

focus on short-term earnings. As

long-term growth investors, Fisher

Funds thinks about where the

company’s earnings could be in

three to five years.

PEOPLE/

MANAGEMENT

Who are the management team

and how long have they been in

their roles? Who are the directors,

what is their history with the

company, and what do they bring

to the board? What is the depth of

management in the organisation

and is there a succession plan for

the key executive roles? Do the

management team own shares

in the business and how are

they rewarded? Has the board

and management exhibited

good corporate behaviour in the

areas of environmental, social

and governance considerations?

For Fisher Funds, the quality of

the company management and

its corporate governance is of

paramount importance.

PRICE/

VALUATI O N

How much of the future earnings

growth is already reflected in

the share price? Where does the

current share price sit in relation

to Fisher Funds' worst to best case

valuation range? A company will

generate a higher score where the

market price currently reflects little

of that company’s upside potential.

EPP

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THE KINGFISH PORTFOLIO STOCKS
WHAT DOES IT DO?

Abano Healthcare is an active investor

in dental practices in Australasia. It

owns more than 200 dental practices,

making it one of the largest Australasian

dental groups.

WHY DO WE OWN IT?

We are attracted to Abano’s strategy of

growing a well-resourced Australasian

dental network, focusing on private

revenue streams. In particular, we like

its goal of achieving a 10% share of the

Australasian dental market over the next

10 years, suggesting it has many years of

growth ahead of it.

WHAT DOES IT DO?

Auckland International Airport (AIA)

owns and operates New Zealand’s major

gateway as well as 1500 hectares of land

surrounding the airport. AIA operates under

a ‘dual till’ regulatory regime, meaning that

the company’s aeronautical operations are

subject to light-handed regulation, whereas

the other non-aeronautical operations

are unregulated. Over 50% of AIA’s

revenue is derived from non-aeronautical

operations, such as retail, parking, hotel

accommodation and property rental.

WHY DO WE OWN IT?

AIA is well-positioned to benefit from

New Zealand’s positive long-term tourism

outlook. With aspirations for 40 million

total passengers per annum by 2044,

combined with a strengthening consumer

business and leveraging its land bank, AIA’s

non-aeronautical operations are expected

to continue to deliver attractive returns on

invested capital into the future.

+11

%

Total Shareholder Return

Total shareholder return sourced from Factset and excludes imputation credits.

The following is a brief introduction to each of your portfolio companies, with a description

of why we believe they deserve a position in the Kingfish portfolio. Total shareholder return

is for the year to 31 March 2018 and is based on the closing price for each company plus

any capital management initiatives. For companies that are new additions to the portfolio

during the year, total shareholder return is from the first purchase date to 31 March 2018.

-6

%

Total Shareholder Return

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WHAT DOES IT DO?
Delegat Group produces and distributes

super-premium wine internationally under

the Oyster Bay and Barossa Valley Estate

brands. Oyster Bay is the number one

selling New Zealand wine brand in the

UK, Australia and Canada, and is growing

quickly in the US.

WHY DO WE OWN IT?

Delegat continues to grow its profits

annually despite currency fluctuations.

The company has invested for growth

by expanding its winery capacity and

increasing vineyard plantings to meet its

goal of achieving 7.5% per annum growth

in case sales over the next five years. The

majority of the growth is likely to be driven

by the still relatively immature US market.

WHAT DOES IT DO?

Fisher & Paykel Healthcare is a leading

designer, manufacturer and distributor of

innovative medical devices for patients who

require acute respiratory and obstructive

sleep apnoea care. Over 95% of its

products are sold outside New Zealand

from dedicated manufacturing facilities in

Auckland and Mexico.

WHY DO WE OWN IT?

We are attracted to the growing demand

for Fisher & Paykel Healthcare's innovative

care products as the worldwide population

ages and the incidence of chronic

respiratory diseases and obesity rises.

Through its own research and development,

Fisher & Paykel Healthcare has continued to

develop products that significantly expand

its potential patient base, while maintaining

high returns on invested capital.

+33

%

Total Shareholder Return

+38

%

Total Shareholder Return

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KINGFISH PORTFOLIO STOCKS CONTINUED
WHAT DOES IT DO?

Freightways operates a range of

nationwide courier operations with

brands including NZ Couriers, Post Haste

and DX Mail. The company has also

developed an information management

business on both sides of the Tasman,

encompassing document storage, data

services, and secure destruction services.

WHY DO WE OWN IT?

Freightways is one of two dominant

players in the New Zealand courier

market and its information management

business has a footprint across

Australasia. The company has an

impressive track record of stable organic

growth and value-accretive acquisitions

that leverage off its existing infrastructure.

Earnings have been resilient in times of

recession, and are growing at least as

strongly as the domestic economy in

more buoyant times.

WHAT DOES IT DO?

Infratil invests in a diverse range of

infrastructure businesses encompassing

renewable energy, air and road transport,

aged care, and more recently, data centres

with a focus on co-investment within

Australasia. It is externally managed by an

experienced management team.

WHY DO WE OWN IT?

We are attracted to Infratil’s portfolio of

infrastructure assets that are not easily

replicable and its track record since listing

has been exceptional.

+5

%

Total Shareholder Return

+12

%

Total Shareholder Return

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WHAT DOES IT DO?
Mainfreight is a global supply chain

logistics company. It is a specialist freight

forwarder and distributor, with interests

spanning managed warehousing,

transportation of hazardous substances,

international air and sea freight,

and both full-truckload and less-

than-truckload domestic transport. Its

operations span New Zealand, Australia,

the US, Asia and Europe.

WHY DO WE OWN IT?

Mainfreight is a very well-run company

with a special company culture that has

delivered strong performance over time.

It continues to open new trade lanes as it

spreads its logistics footprint ever wider.

Growth should come organically and

through selective acquisitions as it works

towards its goal of becoming a global

logistics provider.

WHAT DOES IT DO?

Meridian Energy is New Zealand’s

largest electricity generator, producing

approximately 30% of the country’s

electricity in an average year, sourced

100% from renewable hydro and

wind resources. The company also

has a dominant retail business in New

Zealand, operating under the Meridian

and Powershop brands, and is well

positioned to double the size of its

Australian retail base.

WHY DO WE OWN IT?

Meridian is a well-run company, with a

portfolio of long-dated, quality renewable

generation assets which provide Meridian

with the advantage of being amongst the

lowest cost marginal electricity producers.

Meridian is favourably positioned over

the long term to benefit from key sector

event risks and is generating increasing

free-cashflows given its decreasing capital

expenditure requirements.

+11

%

Total Shareholder Return

+9

%

Total Shareholder Return

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KINGFISH PORTFOLIO STOCKS CONTINUED
WHAT DOES IT DO?

Michael Hill is a specialist jewellery

retailer, manufacturing most of its

own products and selling through a

network of over 300 stores and online.

The company operates stores in New

Zealand, Australia and Canada.

WHY DO WE OWN IT?

Michael Hill’s Australasian business has

delivered solid financial performance

through executing its core retailing

disciplines well. Its Canadian business

is taking market share as competitors

fall by the wayside. The company is

seeking to differentiate itself from more

staid competitors through its collection-

based and branded product strategies

and its Emma & Roe brand of ‘demi-fine’

fashion jewellery.

WHAT DOES IT DO?

Port of Tauranga is the natural gateway to

and from international markets for many

of New Zealand’s major businesses. It is in

close proximity to many important exporters

in the forestry, dairy, meat and fruit

industries. Its investment in port facilities in

Timaru and an inland port near Christchurch

opens up the South Island hinterland for

exports to be hubbed out of Tauranga.

WHY DO WE OWN IT?

Port of Tauranga continues to grow in

importance as a leading shipping port in

New Zealand for both exports and imports.

It has many natural advantages, including

excellent access for road and rail, large

land holdings and, more recently, a deep

harbour for bigger ships to call. It has an

important strategic 10-year agreement with

Kotahi which underwrites its investment in

Primeport Timaru and its Metroport near

Christchurch.

-17

%

Total Shareholder Return

+19

%

Total Shareholder Return

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WHAT DOES IT DO?
Restaurant Brands has franchise

agreements for international fast-food

brands in New Zealand, Australia and

the Pacific (including KFC, Taco Bell,

Pizza Hut, Starbucks and Carl’s Jr.). In

recent times, the company expanded

internationally with the purchase of a

network of KFC stores in New South

Wales, plus Taco Bell and Pizza Hutt

stores in the Pacific (primarily Hawaii).

The KFC brand is the largest earner for

the group.

WHY DO WE OWN IT?

Restaurant Brands has a long history of

achieving attractive returns on invested

capital and has successfully delivered

increasing same store sales and

margins in its KFC division (including

in Australia), while changes in strategy

have improved profitability of Pizza Hut

and Starbucks. Restaurant Brands has a

leading management team and is in the

middle of a growth phase via its offshore

expansion.

WHAT DOES IT DO?

Ryman Healthcare was formed in 1984 to

develop, construct and operate retirement

villages in New Zealand. It now has 32

retirement villages around New Zealand

and is in the early stages of replicating its

model in Melbourne. Ryman Healthcare

is the largest owner and developer of

retirement villages in New Zealand.

WHY DO WE OWN IT?

Ryman Healthcare has stuck to its winning

formula since inception. Industry dynamics

are attractive, and Ryman Healthcare is

well positioned to lift its build rate of units

and beds to meet accelerating demand

from an ageing population. Melbourne

represents an area of considerable upside

with a similar ageing demographic to

that in New Zealand. The company plans

to have five retirement villages open

in Melbourne by 2020, and plans to

ultimately build at the same rate there as in

New Zealand.

+37

%

Total Shareholder Return

+28

%

Total Shareholder Return

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KINGFISH PORTFOLIO STOCKS CONTINUED
WHAT DOES IT DO?

Summerset is an integrated retirement

village builder, owner and operator. The

company has over 20 retirement villages

around New Zealand and is the second

largest developer and the third largest

owner of retirement villages in New

Zealand. It is investigating whether to

expand into the Australian market.

WHY DO WE OWN IT?

Summerset successfully operates a

continuum of care model with aged care

integrated into its villages. Summerset

has consistently lifted its build rate of

new units and beds, while expanding its

development margin. This indicates that

it is executing its business model well,

and has a large land bank to continue

the roll-out of its sought-after villages.

WHAT DOES IT DO?

The a2 Milk Company sells ‘a2’ branded

fresh milk and infant milk formula

internationally. As the name suggests,

its products contain only A2 beta-casein

protein, on the basis that it is more

comfortably digested than normal milk

(which contains a mix of both A1 and A2

proteins). In recent years, the company

has grown sales and market share rapidly

in Australia and China and is currently

also focused on its growing businesses in

the US and UK.

WHY DO WE OWN IT?

The a2 Milk Company has a small

but fast growing share of the very

lucrative Chinese infant formula market.

Management have capably executed

on its growth plans to date and we

expect its market share to continue

growing across a range of distribution

channels. In addition, there is potential

for further upside from new products and

geographies.

+37

%

Total Shareholder Return

+35

%

Total Shareholder Return

*Purchased during the year

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WHAT DOES IT DO?
Vista Group is an innovative and

profitable IT company primarily providing

sophisticated software to cinema exhibitors.

It has around 40% worldwide market

share with clients in over 90 countries. Its

integrated software systems allow cinema

exhibitors to run wide-ranging functions

such as ticketing, food and beverage sales,

staff and film scheduling, loyalty schemes,

digital signage as well as external customer

interfaces like websites, mobile apps and

call centres. Vista Group also has a range

of smaller group businesses that leverage

its depth of data and cinema industry

intellectual property.

WHY DO WE OWN IT?

We are attracted to Vista Group's profitable

core business which provides sophisticated

software to cinema operators of all sizes.

We believe that this business still has many

years of growth ahead of it, particularly in

undeveloped countries. Additionally, the

company's data analytics business (Movio)

and other early stage businesses have

exciting long term growth prospects.

EBOS GROUP

The Kingfish portfolio also held shares

in EBOS Group as at 31 March 2018;

however, as discussed on page 14 this

position has now been exited.

-3

%

Total Shareholder Return

+2

%

Total Shareholder Return

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ANNUAL REPORT

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Pictured left to right: Carol Campbell, Alistair Ryan, Carmel Fisher and Andy Coupe.
Alistair Ryan MComm (Hons), CA

Chair of the Board

Chair of Remuneration and Nominations Committee

Independent Director

Alistair Ryan is an experienced company director

and corporate executive with extensive corporate

and finance sector experience in the listed company

sector in New Zealand and Australia. He is a director

of Barramundi, Marlin Global, Christchurch Casinos,

Metlifecare and Kiwibank. He is also Chair of Evolve

Education Group and a member of the FMA appointed

Audit Oversight Committee. Alistair had a 16-year

career with SKYCITY Entertainment Group Limited (from

pre-opening and pre-listing in 1996 through 2012).

Alistair was a member of the senior executive team and

also served as a director of various SKYCITY subsidiary

and associated companies. Prior to SKYCITY, Alistair

was a Corporate Services Partner with Ernst & Young,

based in Auckland. He is a member of Chartered

Accountants Australia and New Zealand and the New

Zealand Institute of Company Secretaries. Alistair’s

principal place of residence is Auckland.

Alistair was first appointed to the Kingfish board on

10 February 2012.

Andy Coupe LLB

Chair of Investment Committee

Independent Director

Andy Coupe has extensive commercial and capital

markets experience having worked in a number of

sectors within the financial markets over the last 30

years. Andy was formerly a consultant in investment

banking at UBS New Zealand Limited, where his role

principally encompassed equity capital markets and

takeover transactions involving numerous initial public

offerings and secondary market transactions. Andy

is a director of Barramundi, Marlin Global, Briscoe

Group, Coupe Consulting and Gentrack Group. He is

also Chair of Farmright, Solid Energy New Zealand,

the New Zealand Takeovers Panel and Deputy Chair

of Television New Zealand. Andy’s principal place of

residence is Hamilton.

Andy was first appointed to the Kingfish board on

1 March 2013.

Carol Campbell BCom, CA

Chair of Audit and Risk Committee

Independent Director

Carol Campbell is a chartered accountant and

a member of Chartered Accountants Australia

and New Zealand. Carol has extensive financial

experience and a sound understanding of efficient

board governance. Carol holds a number of

directorships across a broad spectrum of companies

including T&G Global, New Zealand Post, NZME,

Kiwibank and NPT. Carol is also a director of

Barramundi and Marlin Global. Carol was a director

of The Business Advisory Group, a chartered

accountancy practice, for 11 years and prior to that

a partner at Ernst & Young for over 25 years. Carol’s

principal place of residence is Auckland.

Carol was first appointed to the Kingfish board on

5 June 2012.

Carmel Fisher BCA, INFINZ (Fellow)

Director

Carmel Fisher established Fisher Funds Management

Limited in 1998. Carmel’s interest and involvement in

the New Zealand share market spans over 30 years

and she is widely recognised as one of New Zealand’s

pre-eminent investment professionals. Carmel’s

career started when she left Victoria University with

an accounting degree to spend four years in the

sharebroking industry. She then managed funds for

Prudential Portfolio Managers and Sovereign Asset

Management before launching Fisher Funds. Carmel is

also a director of Barramundi, Marlin Global and New

Zealand Trade & Enterprise. Carmel’s principal place

of residence is Auckland.

Carmel was first appointed to the Kingfish board on

30 January 2004.

BOARD OF DIRECTORS

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FOR THE YEAR ENDED 31 MARCH 2018
CORPORATE GOVERNANCE STATEMENT

Kingfish’s board recognises the importance of good

corporate governance and is committed to ensuring

that the company meets best practice governance

principles to the extent that it is appropriate for the

nature of the Kingfish operations. Strong corporate

governance practices encourage the creation of

value for Kingfish shareholders, while ensuring the

highest standards of ethical conduct and providing

accountability and control systems commensurate with

the risks involved.

The board is responsible for establishing and

implementing the company’s corporate governance

frameworks, and is committed to fulfilling this role in

accordance with best practice having appropriate

regard to applicable laws, the NZX Corporate

Governance Best Practice Code (“NZX Code”)

and the Financial Markets Authority Corporate

Governance - Principles and Guidelines. The board

oversees the management of Kingfish, with the

day-to-day management responsibilities of Kingfish

being delegated to Fisher Funds Management Limited

(“Fisher Funds” or “the Manager”).

As at 31 March 2018, Kingfish was in compliance

with the NZX Code, with the exception of

recommendations 3.6, 4.3 and 5.3 for the reasons

explained under the relevant principles.

The corporate governance policies and procedures,

and board and committee charters, are regularly

reviewed by the board against the corporate

governance standards set by NZX, any regulatory

changes, and developments in corporate governance

practices.

The Kingfish constitution and each of the charters,

codes and policies referred to in this section are

available on the Kingfish website (www.kingfish.

co.nz) under the “About Kingfish” “Policies” section.

Principle 1 – Code of ethical behaviour

Directors should set high standards of ethical

behaviour, model this behaviour and hold

management accountable for these standards being

followed throughout the organisation.

CODE OF ETHICS & STANDARDS OF

PROFESSIONAL CONDUCT

Kingfish’s Code of Ethics & Standards of Professional

Conduct details the ethical and professional

behavioural standards required of the directors

and those employees of the Manager who work on

Kingfish matters.

The Code of Ethics & Standards of Professional

Conduct covers a wide range of areas including:

standards of behaviour, conflicts of interest, proper

use of company information and assets, compliance

with laws and policies, reporting concerns and

receiving gifts.

Any person who becomes aware of a breach or

suspected breach of the Code of Ethics & Standards

of Professional Conduct is required to report it

immediately in accordance with the procedure set

out in the Code of Ethics & Standards of Professional

Conduct.

Training on the Code of Ethics & Standards of

Professional Conduct is included as part of the

induction process for new directors and employees of

the Manager.

SECURITIES TRADING POLICY

The Securities Trading Policy details the trading

restrictions on persons nominated by Kingfish

(including its directors and employees of the Manager

who work on Kingfish matters) in Kingfish shares and

other securities.

In relation to Kingfish shares, nominated persons, with

the permission of the board of Kingfish, may trade

in Kingfish shares only during the trading window

commencing immediately after Kingfish’s weekly

disclosure of its net asset value to the New Zealand

Stock Exchange (“NZX”) and ending at the close

of trading two days following the net asset value

disclosure.

Nominated persons may not trade in Kingfish shares

when they have price sensitive information that is not

publicly available.

CONFLICTS OF INTEREST POLICY

The Conflicts of Interest Policy outlines the board’s

policy on conflicts of interest. The policy details the

process to be adopted for identifying conflicts of

interests and managing any such conflicts.

Principle 2 – Board composition and performance

To ensure an effective board, there should be

a balance of independence, skills, knowledge,

experience and perspectives.

BOARD CHARTER

Kingfish’s board operates under a written charter

which defines the respective functions and

responsibilities of the board, focusing on the values,

principles and practices that provide the corporate

governance framework.

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ANNUAL REPORT

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The board has overall responsibility for all decision
making within Kingfish. The board is responsible for

the direction and control of Kingfish and is accountable

to shareholders and others for Kingfish’s performance

and its compliance with the appropriate laws and

standards. The board has delegated the day-to-day

management of Kingfish to the Manager.

The board uses committees to address certain matters

that require detailed consideration. The board retains

ultimate responsibility for the function of its committees

and determines their responsibilities. The board is

assisted in meeting its responsibilities by receiving

reports and plans from Fisher Funds and through its

annual work programme.

Directors have access to key employees of the

Manager who are connected to the activities of

Kingfish and can request any information they consider

necessary for informed decision making.

NOMINATION AND APPOINTMENT OF

DIRECTORS

In accordance with Kingfish’s constitution and NZX

Listing Rules, one third of the directors are required to

retire by rotation and may offer themselves for re-

election by shareholders each year. Procedures for

the appointment and removal of directors are also

governed by the constitution. The Remuneration and

Nominations Committee is responsible for identifying

and nominating candidates to fill director vacancies for

board approval.

WRITTEN AGREEMENT

The company provides a letter of appointment to each

newly appointed director setting out the terms of their

appointment. The letter includes information regarding

the board’s responsibilities, expectations of directors,

tenure and independence, expected time commitments,

indemnity and insurance provisions, declaration of

interests and confidentiality. New directors are required

to consent to act as a director.

DIRECTOR INFORMATION AND INDEPENDENCE

The board comprises four directors with diverse

backgrounds, skills, knowledge, experience and

perspectives. Information about each director including

a profile of experience is available on page 26 of this

Annual Report and also on the Kingfish website.

The board takes into account guidance provided under

the NZX Main Board/Debt Market Listing Rules in

determining the independence of directors. Director

independence is considered annually. Directors have

undertaken to inform the board as soon as practicable

if they think their status as an independent director has

or may have changed.

CORPORATE GOVERNANCE STATEMENT CONTINUED

As at 31 March 2018, the board considers that

Alistair Ryan (Chair), Carol Campbell and Andy

Coupe are independent directors. As at 31 March

2018, the board considers that Carmel Fisher is not

an independent director by virtue of the Management

Agreement between Kingfish and Fisher Funds, and her

being a director of Fisher Funds.

Information in respect of directors’ ownership interests

is available on page 55.

DIVERSITY

Kingfish has a formal Diversity Policy. The board views

diversity as including but not being limited to, skills,

qualifications, experience, gender, race, age, ethnicity

and cultural background. The board recognises that

having a diverse board will enhance effectiveness in

key areas.

All appointments to the board will be based on merit,

and will include consideration of the board’s diversity

needs, including gender diversity. Under the policy,

the principal measurable diversity objective is to

embed gender diversity as an active consideration in

all succession planning for board positions. During the

year, there were no appointments to the board.

The board’s gender composition was as follows:

NumberProportion

2018 positionFemaleMaleFemaleMale

Directors2250%50%

NumberProportion

2017 positionFemaleMaleFemaleMale

Directors2250%50%

The board believes that Kingfish has achieved the

objectives set out in its Diversity Policy for the year

ended 31 March 2018.

DIRECTOR TRAINING

All directors are responsible for ensuring they remain

current in understanding their duties as directors. To

ensure ongoing education, directors are regularly

informed of developments that affect the company’s

industry and business environment.

ASSESSMENT OF DIRECTOR PERFORMANCE

The Remuneration and Nominations Committee

conducts a formal review of director, committee and

board performance annually. Appropriate strategies

for improvement are recommended to the board as

and when required. The Chair of the board also has

discussions with directors on individual performance.

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SEPARATION OF THE CHAIR AND CHIEF
EXECUTIVE

Kingfish delegates its management personnel

requirements to Fisher Funds pursuant to an

Administration Services Agreement. The Chair of

Kingfish is a different person to the Chief Executive of

Fisher Funds.

Principle 3 – Board committees

The board should use committees where this will

enhance its effectiveness in key areas, while still

retaining board responsibility.

The board has three standing committees: the

Audit and Risk Committee, the Remuneration and

Nominations Committee and the Investment Committee.

Each committee operates under a charter approved by

the board. The charter of each committee is reviewed

annually.

DIRECTOR MEETING ATTENDANCE

A total of eight board meetings, two Audit and

Risk Committee meetings, one Remuneration and

Nominations Committee meeting and two Investment

Committee meetings were held in 2018. Director

attendance at board meetings and committee member

attendance at committee meetings is shown below.

DirectorBoard

Audit and

Risk

Committee

Remuneration

and

Nominations

Committee

Investment

Committee

Carol

Campbell

8/82/21/12/2

Andy

Coupe

8/82/21/12/2

Carmel

Fisher

8/82/2*1/12/2

Alistair

Ryan

8/82/21/12/2

*Carmel Fisher was an attendee at the Audit and Risk

Committee meetings.

AUDIT AND RISK COMMITTEE

The Audit and Risk Committee Charter sets out the

objectives of the Audit and Risk Committee which

are to provide assistance to the board in fulfilling its

responsibilities in relation to the company’s financial

reporting, internal controls structure, risk management

systems and the external audit function.

The Audit and Risk Committee focuses on audit

and risk management and specifically addresses

responsibilities relative to financial reporting and

regulatory compliance.

The Audit and Risk Committee is accountable for

ensuring the performance and independence of the

external auditor, including that the external auditor or

lead audit partner is changed at least every five years.

The Audit and Risk Committee also reviews the

appropriateness of any non audit services and

recommends to the board which services, other

than the statutory audit, may be provided by

PricewaterhouseCoopers as auditor.

The auditor has a clear line of direct communication

at any time with either the Chair of the Audit and Risk

Committee or the Chair of the board, both of whom are

independent directors. During the year, the Audit and

Risk Committee held private sessions with the auditor.

The Audit and Risk Committee currently comprises

independent directors Carol Campbell (Chair), Alistair

Ryan and Andy Coupe, all of whom have appropriate

financial experience and an understanding of the

industry in which Kingfish operates.

The Audit and Risk Committee may have in attendance

the Corporate Manager and/or other employees of

the Manager and such other persons including the

external auditor, as it considers necessary to provide

appropriate information and explanations.

REMUNERATION AND NOMINATIONS

COMMITTEE

The Remuneration and Nominations Committee

Charter sets out the objectives of the Remuneration and

Nominations Committee which are to set and review

the level of directors’ remuneration, ensure a formal

rigorous and transparent procedure for the appointment

of new directors to the board and evaluate the balance

of skills, knowledge and experience on the board.

The Remuneration and Nominations Committee also

assesses the performance of directors, the board and

board sub-committees.

The Remuneration and Nominations Committee

currently comprises independent directors Alistair

Ryan (Chair), Carol Campbell, Andy Coupe and non-

independent director Carmel Fisher.

INVESTMENT COMMITTEE

The Investment Committee Charter sets out the objective

of the Investment Committee which is to oversee the

investment management of Kingfish to ensure the

portfolio is managed in accordance with the investment

mandate and with the long-term performance

objectives of Kingfish.

The Investment Committee currently comprises

independent directors Andy Coupe (Chair), Carol

Campbell, Alistair Ryan and non-independent director

Carmel Fisher.

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CORPORATE GOVERNANCE STATEMENT CONTINUED
TAKEOVER RESPONSE PROTOCOLS

Since 31 March 2018, the board has adopted a

formal Takeover Response Protocol as an internal

framework that sets out the process to be followed if

there is a takeover offer for Kingfish.

Principle 4 – Reporting and disclosure

The board should demand integrity in financial and

non-financial reporting, and in the timeliness and

balance of corporate disclosures.

CONTINUOUS DISCLOSURE

Kingfish is committed to promoting investor confidence

by providing complete and equal access to

information in accordance with the NZX Listing Rules.

Kingfish has a Continuous Disclosure Policy designed

to ensure this occurs. The Corporate Manager is

responsible for ensuring compliance with the NZX

continuous disclosure requirements and overseeing

and co-ordinating disclosure to the exchange.

CHARTERS AND POLICIES

The key corporate governance documents, including

policies and charters, are available on Kingfish’s

website under the “About Kingfish” “Policies” section.

FINANCIAL REPORTING

Kingfish believes its financial reporting is balanced,

clear and objective. Kingfish is committed to

ensuring integrity and timeliness in its financial and

non-financial reporting, ensuring the market and

shareholders are provided with an objective view on

the performance of the company.

The Audit and Risk Committee oversees the quality

and integrity of external financial reporting including

the accuracy, completeness and timeliness of financial

statements. The Audit and Risk Committee reviews

half-yearly and annual financial statements and

makes recommendations to the board concerning

accounting policies, areas of judgement, compliance

with accounting standards, stock exchange and legal

requirements and the results of the external audit.

As at 31 March 2018, Kingfish does not have a

formal environmental, social and governance (ESG)

framework. Kingfish will continue to assess whether it

is appropriate that an ESG framework is adopted in

the future.

Principle 5 – Remuneration

The remuneration of directors and executives should

be transparent, fair and reasonable.

DIRECTORS’ REMUNERATION

The Director Remuneration Policy sets out the structure

of the remuneration to non-executive directors, the

review process and reporting requirements.

Directors’ fees are determined by the board on the

recommendation of the Remuneration and Nominations

Committee within the aggregate amount approved

by shareholders. The current directors’ fee pool

limit of $125,000 (plus GST if any) was approved

by shareholder resolution at the 2017 Annual

Shareholders’ Meeting and became effective on

1 August 2017.

Each year the Remuneration and Nominations

Committee reviews the level of directors’ remuneration.

The Remuneration and Nominations Committee

considers the skills, performance, experience and level

of responsibility of directors when undertaking the

review, and is authorised to obtain independent advice

on market conditions.

The following table sets out the remuneration received

by each director from Kingfish for the year ended

31 March 2018.

Directors’ remuneration* for the 12 months ended

31 March 2018

A B Ryan (Chair)$46,666

(1)

C A Campbell$35,833

(2)

R A Coupe$35,833

(3)

*excludes GST

(1)

$4,000 of this amount (being 10% of the annual fee prior

to 1 August 2017) was applied to the purchase of 3,041

shares under the Kingfish share purchase plan.

(2)

$3,250 of this amount (being 10% of the annual fee

prior to 1 August 2017) was applied to the purchase of

2,470 shares under the Kingfish share purchase plan. C

A Campbell receives $5,000 as Chair of Audit and Risk

Committee.

(3)

$3,250 of this amount (being 10% of the annual fee prior

to 1 August 2017) was applied to the purchase of 2,470

shares under the Kingfish share purchase plan. R A Coupe

receives $5,000 as Chair of Investment Committee.

For the 2018 financial year, Carmel Fisher did not

receive a director’s fee.

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ANNUAL REPORT

2018

Details of remuneration paid to directors are also
disclosed in note 4 to the financial statements. The

directors’ fees disclosed in the financial statements

include a portion of non-recoverable GST expensed

by Kingfish.

DIRECTORS’ SHAREHOLDING - SHARE

PURCHASE PLAN

A Share Purchase Plan was introduced by the board in

2012 which requires each director to allocate 10% of

their annual director’s fee to the purchase (on market)

of Kingfish shares. Once an individual director’s

shareholding reaches 50,000 shares, the director can

elect whether to continue with the plan. The intention of

the Share Purchase Plan is to further align the interests

of directors with those of shareholders.

CEO REMUNERATION

Kingfish delegates its management personnel

requirements to Fisher Funds pursuant to an

Administration Services Agreement. Consequently,

Fisher Funds is responsible for non-director

remuneration matters.

Principle 6 – Risk management

Directors should have a sound understanding of

the material risks faced by the issuer and how to

manage them. The board should regularly verify that

the issuer has appropriate processes that identify

and manage potential and material risks.

RISK MANAGEMENT FRAMEWORK

The board has overall responsibility for Kingfish’s system

of risk management and internal control. Kingfish has

in place policies and procedures to identify areas of

significant business risk and implements procedures to

manage those risks effectively.

Key risk management tools used by Kingfish include

the Audit and Risk Committee function, outsourcing of

certain functions to service providers, internal controls,

financial and compliance reporting procedures and

processes and business continuity planning. Kingfish also

maintains insurance policies that it considers adequate

to meet its insurable risks.

The Audit and Risk Committee and board receive regular

reports on the operation of risk management policies

and procedures. Significant risks are discussed at each

board meeting, and/or as required.

In addition to Kingfish’s policies and procedures in

place to manage business risks, Fisher Funds has its own

comprehensive risk management policy. The board is

informed of any changes to Fisher Funds’ policy.

HEALTH AND SAFETY

Kingfish’s Manager operates under a Health and

Safety Policy. Under this policy, Fisher Funds assumes

responsibility for the health and safety of its employees.

Principle 7 – Auditors

The board should ensure the quality and

independence of the external audit process.

Kingfish’s Audit and Risk Committee makes

recommendations to the board on the appointment

of the external auditor. The Audit and Risk Committee

monitors the independence and effectiveness of the

external auditor and approves and reviews any non-

audit services performed by the external auditor. An

External Auditor Independence Policy which documents

the framework of Kingfish’s relationship with its external

auditor was adopted in May 2018.

The Audit and Risk Committee meets with the external

auditor to approve their terms of engagement, audit

partner rotation (at least every five years) and audit fee,

and to review and provide feedback in respect of the

annual audit plan. The Audit and Risk Committee holds

private sessions with the auditor.

Kingfish’s current external auditor is

PricewaterhouseCoopers (“PwC”), was appointed by

shareholders at the 2005 annual meeting in accordance

with the provisions of the Companies Act 1993 (“the

Act”). PwC is automatically reappointed as auditor

under Part 11, Section 207T of the Act.

The Audit and Risk Committee has assessed PwC to be

independent and confirmed that the non-audit services

provided in relation to confirming the amounts used in

the performance fee calculation has not compromised

PwC’s independence.

PwC, as external auditor of the 2018 financial

statements, is invited to attend this year’s annual meeting

and will be available to answer questions about the

conduct of the audit, preparation and content of the

auditor’s report, accounting policies adopted by Kingfish

and their independence in relation to the conduct of the

audit.

Kingfish does not have an internal audit function.

Kingfish delegates the day-to-day management

responsibilities to Fisher Funds and the designated

Corporate Manager is responsible for operational and

compliance risks across Kingfish’s business.

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CORPORATE GOVERNANCE STATEMENT CONTINUED
Principle 8 – Shareholder rights and relations

The board should respect the rights of shareholders

and foster constructive relationships with

shareholders that encourage them to engage with

the issuer.

INFORMATION FOR SHAREHOLDERS

The board recognises the importance of providing to

shareholders comprehensive, timely and equal access

to information about its activities. The board aims to

ensure that shareholders have available to them all

information necessary to assess Kingfish’s performance.

Kingfish’s website, www.kingfish.co.nz, provides

information to shareholders and investors about the

company. Kingfish’s ‘Investor Centre’ contains a range

of information including periodic and continuous

disclosures to the NZX, half year and annual reports

and content related to the Annual Shareholders’

Meeting. The website also contains information

about Kingfish’s directors, copies of key corporate

governance documents and general company

information.

The board recognises that other stakeholders may

have an interest in Kingfish’s activities. While there are

no specific stakeholders’ interests that are currently

identifiable, Kingfish will continue to review policies in

consideration of future interests.

COMMUNICATING WITH SHAREHOLDERS

Kingfish communicates regularly with its shareholders

through its monthly and quarterly updates. The

company receives questions from shareholders from

time to time, and has processes in place to ensure

shareholder communications are responded to within

a reasonable timeframe. The company’s website

sets out Kingfish’s appropriate contact details for

communications from shareholders. Kingfish also

provides options for shareholders to receive and send

communications by post or electronically.

SHAREHOLDER VOTING RIGHTS

In accordance with the Companies Act 1993, Kingfish’s

Constitution and the NZX Main Board Listing Rules,

Kingfish refers major decisions which may change

the nature of Kingfish to shareholders for approval.

Kingfish conducts voting at its shareholder meetings by

way of poll and on the basis of one share, one vote.

NOTICE OF ANNUAL MEETING

The 2018 Kingfish Notice of Annual Meeting will

be sent to shareholders at least 28 days prior to the

meeting and will be published on the company’s

website.

This year’s meeting will be held at 10.30am on

27 July 2018, at the Ellerslie Event Centre in Auckland.

Full participation of shareholders is encouraged at the

annual meeting and shareholders are encouraged to

submit questions in writing prior to the meeting.

MANAGEMENT AGREEMENT RENEWAL

The Management Agreement between Kingfish and

Fisher Funds is subject to renewal every five years. The

Management Agreement is next subject to renewal in

2019.

NZX WAIVERS

Kingfish outsources all investment management

functions and administration services to Fisher

Funds under the Management Agreement entered

into when Kingfish first listed. The Management

Agreement has been amended to reflect the evolving

relationship between Kingfish and Fisher Funds, with

such amendments being largely administrative. Since

December 2014, administration services previously

provided for in the Management Agreement have

been recorded in a separate Administration Services

Agreement. The rationale for this change was to create

efficiencies for Kingfish across staff utilisation and

costs. There was no substantive change to the nature or

scope of services or the actual costs payable.

Kingfish was granted a waiver by NZX Regulation

on 30 May 2017 from NZX Main Board Listing Rule

9.2.1 so that it is not required to obtain shareholder

approval for the entry into the Administration Services

Agreement and the amendments to the Management

Agreement. The waiver is provided on the conditions

specified in paragraph 2 of the waiver decision, which

is available on Kingfish’s website: www.kingfish.co.nz/

investor-centre/market-announcements/.

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FOR THE YEAR ENDED 31 MARCH 2018
We present the financial statements for Kingfish Limited for the year ended 31 March 2018.

We have ensured that the financial statements for Kingfish Limited present fairly the financial position of the

company as at 31 March 2018 and its financial performance and cash flows for the year ended on that date.

We have ensured that the accounting policies used by the company comply with generally accepted

accounting practice in New Zealand and believe that proper accounting records have been kept. We have

ensured compliance of the financial statements with the Financial Markets Conduct Act 2013.

We also consider that adequate controls are in place to safeguard the company's assets and to prevent and

detect fraud and other irregularities.

The Kingfish board authorised these financial statements for issue on 21 May 2018.


Alistair Ryan Carmel Fisher


Carol Campbell Andy Coupe

DIRECTORS’ STATEMENT

OF RESPONSIBILITY

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ANNUAL REPORT

2018

FINANCIAL
STATEMENTS CONTENTS

34

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ANNUAL REPORT

2018

35Statement of Comprehensive Income

36Statement of Changes in Equity

37Statement of Financial Position

38Statement of Cash Flows

39Notes to the Financial Statements

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ANNUAL REPORT

2018

Notes
2018

$000

2017

$000

Interest income 237 17 7

Dividend income 7, 6 7 2 6,609

Net changes in fair value of investments 2 32,493 20,644

Other income3 2,959 0

Total net income 4 3, 3 61 2 7, 4 3 0

Operating expenses4 6,996 5,006

Operating profit before tax 36,365 22,424

Total tax expense7 39 29

Net operating profit after tax attributable to shareholders 36,326 22,395

Other comprehensive (loss)/income

Items that will not be reclassified to profit or loss:

Impairment of available-for-sale financial asset 0 (289)

Total comprehensive income after tax attributable to shareholders 36,326 22,106

Basic earnings per share6 19. 62 c 14.50 c

Diluted earnings per share6 19. 51c 14 .13 c

The accompanying notes form an integral part of these financial statements.

FOR THE YEAR ENDED 31 MARCH 2018

STATEMENT OF COMPREHENSIVE INCOME

KINGFISH LIMITED

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ANNUAL REPORT

2018

Attributable to shareholders of the company
Notes



Share

Capital

$000

Available-

for-Sale

Reserve

$000

Performance

Fee Reserve

$000

Retained

Earnings


$000

Total

Equity


$000

Balance at 31 March 2016 1 5 7, 6 9 1 289 607 4 9, 76 5 208,352

Comprehensive income

Profit for the year 0 0 0 22,395 22,395

Other comprehensive loss 0 (289) 0 0 (289)

Total comprehensive income for

the year ended 31 March 2017 0 (289) 0 22,395 22,106

Transactions with owners

Dividends paid5 0 0 0 ( 1 7, 2 3 6 ) ( 1 7, 2 3 6 )

New shares issued under dividend reinvestment plan5 6,452 0 0 0 6,452

Prior year Manager's performance fee to be settled

with ordinary shares 603 0 (607) 0 (4)

Manager's performance fee to be settled with

ordinary shares 0 0 417 0 417

Warrant issue costs (17 ) 0 0 0 (17 )

Total transactions with owners for

the year ended 31 March 2017 7, 0 3 8 0 (19 0) ( 1 7, 2 3 6 ) (10,388)

Balance at 31 March 2017 16 4, 729 0 417 54,924 220,070

Comprehensive income

Profit for the year 0 0 0 36,326 36,326

Other comprehensive income 0 0 0 0 0

Total comprehensive income for

the year ended 31 March 2018 0 0 0 36,326 36,326

Transactions with owners

Dividends paid 5 0 0 0 (21,215) (21,215)

Share buybacks (3,095) 0 0 0 (3,095)

Shares issued from treasury stock under dividend

reinvestment plan5 2,871 0 0 0 2,871

New shares issued under dividend reinvestment plan5 5,057 0 0 0 5,057

Shares issued for warrants exercised5 35,14 8 0 0 0 35,14 8

Prior year Manager's performance fee settled with

ordinary shares 297 0 (301) 0 (4)

Prior year Manager's performance fee settled with

treasury stock 116 0 ( 116 ) 0 0

Manager's performance fee to be settled with

ordinary shares17 0 0 1,118 0 1,118

Total transactions with owners for

the year ended 31 March 2018 40,394 0 701 (21,215) 19, 8 8 0

Balance at 31 March 2018 2 05,123 0 1,118 70,035 2 76,2 76

The accompanying notes form an integral part of these financial statements.

FOR THE YEAR ENDED 31 MARCH 2018

STATEMENT OF CHANGES IN EQUITY

KINGFISH LIMITED

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ANNUAL REPORT

2018

Notes
2018

$000

2017

$000

SHAREHOLDERS’ EQUITY52 76,2 76 220,070

Represented by:

ASSETS

Current Assets

Cash and cash equivalents 10 10, 768 2,604

Trade and other receivables 8 4,317 5,090

Investments at fair value through profit or loss 2 264,395 213,334

Current tax receivable7 10 10

Total Current Assets 2 7 9, 4 9 0 2 21, 0 3 8

Non-current Assets

Available-for-sale financial assets 0 91

Total Non-current Assets 0 91

TOTAL ASSETS 2 7 9, 4 9 0 2 21,12 9

LIABILITIES

Current Liabilities

Trade and other payables 9 3,214 1,059

Total Current Liabilities 3,214 1, 0 59

TOTAL LIABILITIES 3,214 1, 0 59

NET ASSETS 2 76,2 76 220,070

These financial statements have been authorised for issue for and on behalf of the board by:


A B Ryan / Chair C A Campbell / Chair of the Audit and Risk Committee

21 May 2018 21 May 2018

The accompanying notes form an integral part of these financial statements.

AS AT 31 MARCH 2018

STATEMENT OF FINANCIAL POSITION

KINGFISH LIMITED

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ANNUAL REPORT

2018

FOR THE YEAR ENDED 31 MARCH 2018
Notes

2018

$000

2017

$000

Operating Activities

Sale of investments 78,079 2 5, 74 6

Interest received 236 17 7

Dividends received 7, 5 1 6 6,658

Other income received (10) 0

Purchase of investments (91,0 68) (28,14 8 )

Operating expenses (5,316) (4,724)

Taxes paid (39) (38)

Net cash outflows from operating activities10 (10,602) (329)

Financing Activities

Proceeds from warrants exercised 35,14 8 0

Share buybacks (3,095) 0

Issue costs 0 (17 )

Dividends paid (net of dividends reinvested) (13,287 ) (10,784)

Net cash inflows/(outflows) from financing activities 18, 76 6 (10, 8 01)

Net increase/(decrease) in cash and cash equivalents held 8,16 4 (11,13 0 )

Cash and cash equivalents at beginning of the year 2,604 13,734

Cash and cash equivalents at end of the year10 10, 76 8 2,604

The accompanying notes form an integral part of these financial statements.

STATEMENT OF CASH FLOWS

KINGFISH LIMITED

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ANNUAL REPORT

2018

FOR THE YEAR ENDED 31 MARCH 2018
NOTES TO THE FINANCIAL STATEMENTS

KINGFISH LIMITED

NOTE 1 — BASIS OF ACCOUNTING

Reporting Entity

Kingfish Limited (“Kingfish” or “the Company”) is listed on the NZX Main Board, is registered in New Zealand

under the Companies Act 1993 and is an FMC Reporting Entity under the Financial Markets Conduct Act 2013.

The Company’s registered office is Level 1, 67-73 Hurstmere Road, Takapuna, Auckland.

Basis of Preparation

These financial statements have been prepared in accordance with the requirements of Part 7 of the Financial

Markets Conduct Act 2013, the NZX Main Board listing rules and New Zealand Generally Accepted Accounting

Practice (NZ GAAP). They comply with New Zealand equivalents to International Financial Reporting Standards

(NZ IFRS) as appropriate for profit-oriented entities, and International Financial Reporting Standards (IFRS).

Kingfish has reported as a Tier 1 entity under the new External Reporting Board (XRB) Accounting Standards

Framework. Kingfish meets the definition of a Tier 1 entity because it is ‘publicly accountable’ as defined by the

XRB.

The functional and reporting currency used to prepare the financial statements is New Zealand dollars, rounded to

the nearest one thousand dollars.

The financial statements include GST where it is charged by other parties as it cannot be reclaimed.

The financial statements have been prepared on the historical cost basis, as modified by the fair valuation of

certain assets as identified in specific accounting policies and in the accompanying notes.

Accounting Policies

Accounting policies that summarise the recognition and measurement basis used and are relevant to an

understanding of the financial statements, are provided throughout the notes to the financial statements.

The accounting policies adopted have been consistently applied to all years presented, unless otherwise stated. NZ

IFRS 9 is a standard relevant to the Company which is not yet effective and has not yet been applied in preparing

the financial statements. Based on the Company’s assessment, NZ IFRS 9 is not expected to have a material

impact on the classification and measurement of the company’s financial assets. Minor changes are expected to

disclosures about the company’s financial assets, particularly in the year of adoption of the new standard.

There are no other accounting standards that have been issued but are not yet effective that are expected to have a

material impact on these financial statements.

Authorisation of Financial Statements

The Board of Directors authorised these financial statements for issue on 21 May 2018.

No party may change these financial statements after their issue.

Critical Judgements, Estimates and Assumptions

The preparation of financial statements requires the directors to make judgements, estimates and assumptions that

affect the application of policies and reported amounts of assets and liabilities, income and expenses. There were

no material estimates or assumptions required in the preparation of these financial statements.

NOTE 2 — INVESTMENTS

Kingfish has classified all its listed equity investments at fair value through profit or loss. This designation on

inception is to provide more relevant information given that the investment portfolio is managed, and performance

evaluated, on a fair value basis, in accordance with a documented investment strategy. Investments are initially

recognised at fair value and are subsequently revalued to reflect changes in fair value. Net changes in the fair

value of investments are recognised in the Statement of Comprehensive Income.

The fair value of investments traded in active markets are based on last sale prices at balance date, except where

the last sale price falls outside the bid-ask spread for a particular investment, in which case the bid price will be

used to value the investment.

All purchases and sales of investments are recognised at trade date, which is the date the Company commits to

purchase or sell the investment. Transaction costs are expensed as incurred.

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ANNUAL REPORT

2018

NOTE 2 — INVESTMENTS (CONTINUED)
When an investment is sold, any gain or loss arising on the sale is included in the Statement of Comprehensive

Income. Gains or losses are calculated as the difference between the sale proceeds and the carrying amount of

the item.

Dividend income from investments is recognised in the Statement of Comprehensive Income when the Company’s

right to receive payments is established (ex-dividend date).

Investments recognised at fair value are categorised according to a fair value hierarchy that shows the extent of

judgement used in determining their fair value. Where unadjusted quoted prices are used, the investments are

categorised as Level 1. When inputs derived from quoted prices are used, the investments are categorised as Level

2 and, if inputs are not based on observable market data they are categorised as Level 3.

All investments held by Kingfish are categorised as Level 1. There have been no transfers between levels of the fair

value hierarchy during the year (2017: none).

Investments at Fair Value through Profit or Loss

2018

$000

2017

$000

New Zealand listed equity investments 264,395213,334

Total investments at fair value through profit or loss 264,395213, 33 4

Although investments are treated as current assets from an accounting point of view, the investment strategy of the

Company is to hold for the medium to long-term.

Net Changes in Fair Value of Investments

2018

$000

2017

$000

Investments designated at fair value through profit or loss

New Zealand equity investments 32,608 20,663

Foreign exchange losses on equity investments (129) 0

Total gains on designated financial assets 32,479 20,663

Investments at fair value through profit or loss - held for trading

Forward foreign exchange contracts250

Available-for-sale financial assets

Impairment of investment( 11)(19)

Net changes in fair value of investments 32,49320,644


NOTE 3 — OTHER INCOME

2018

$000

2017

$000

GST refunds (note 11) 2,968 0

Underwriting income 15 0

Foreign exchange losses on cash and cash equivalents (24) 0

Total operating expenses 2,959 0


FOR THE YEAR ENDED 31 MARCH 2018

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

KINGFISH LIMITED

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ANNUAL REPORT

2018

NOTE 4 — OPERATING EXPENSES
2018

$000

2017

$000

Management fees (note 11) 3,348 3,131

Performance fees (note 11) 2,370 1,022

Administration services (note 11) 159 159

Directors' fees (note 11) 126 121

Custody, accounting and brokerage 702 292

Investor relations and communications 122 112

NZX fees 60 60

Professional fees 30 26

Fees paid to the auditor:

Statutory audit and review of financial statements 38 37

Other assurance services1 4 6

Non assurance services

1

6 2

Other operating expenses 31 38

Total operating expenses 6,996 5,006


1

Other assurance services relate to a share register audit and non-assurance services relate to agreed upon procedures

performed at the annual meeting and in respect of the performance fee calculation. No other fees were paid to the auditor during

the year (2017: nil).

NOTE 5 — SHAREHOLDERS EQUITY

Share Capital

Kingfish has 190,935,279 fully paid ordinary shares on issue (2017: 157,538,688). All ordinary shares are

classified as equity, rank equally and have no par value. All shares carry an entitlement to dividends and one vote

is attached to each fully paid ordinary share.

Incremental costs directly attributable to the issue of new shares and warrants are shown in equity as a deduction.

Share capital bought back by the Company reduces share capital and may be held as treasury stock at the value

of the consideration paid. Treasury stock may later be re-issued which increases share capital by the fair value of

the shares on issue date.

Warrants

On 10 May 2016, 38,176,653 Kingfish warrants were allotted and listed on the NZX Main Board. One new

warrant was issued to all eligible shareholders for every four shares held on record date. On 5 May 2017,

29,106,763 warrants were exercised at $1.21 per warrant and the remaining 9,069,890 warrants lapsed.

41

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ANNUAL REPORT

2018

2017
$000

Cents per

share

24 Jun 20164,10 52.69

30 S ep 20164,3682.84

22 De c 20164 , 5112.91

31 Mar 20174,2522.72

1 7, 2 3 611.16

2018

$000

Cents per

share

29 Jun 20175 , 2112.79

29 Sep 20175,1972.77

22 Dec 20175,3362.83

29 Mar 20185,4712.89

21,21511. 2 8


NOTE 5 — SHAREHOLDERS EQUITY (CONTINUED)

Dividends

Kingfish has a distribution policy where 2% of average NAV is distributed each quarter. Dividends paid during the

year comprised:

FOR THE YEAR ENDED 31 MARCH 2018

Dividend distributions to the company’s shareholders are recognised as a liability in the financial statements in the

period in which the dividends are declared by the Kingfish Board.

Dividend Reinvestment Plan

Kingfish has a dividend reinvestment plan which provides ordinary shareholders with the option to reinvest all or

part of any cash dividends in fully paid ordinary shares at a 3% discount to the five-day volume weighted average

share price from the date the shares trade ex-entitlement. During the year ended 31 March 2018, 6,328,588

ordinary shares totalling $7,927,506 (2017: 4,924,109 ordinary shares totalling $6,452,054) were issued in

relation to the plan for the quarterly dividends paid. To participate in the dividend reinvestment plan, a completed

participation notice must be received by Kingfish before the next dividend record date.

Performance Fee Reserve

The portion of any performance fee paid in share capital is an equity share-based payment and is recognised at

fair value in an equity reserve until the ordinary shares are issued. See note 11(ii) for further details.

NOTE 6 — EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the

weighted average number of ordinary shares on issue during the year. Diluted earnings per share is calculated

by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary

shares plus the dilutive effect of potential ordinary shares outstanding during the year. Potential ordinary shares

include outstanding warrants.

Basic earnings per share

2018

$000

2017

$000

Profit attributable to owners of the Company 36,326 22,395

Weighted average number of ordinary shares on issue net of treasury stock ('000) 18 5,176 154,447

Basic earnings per share 19. 62 c 14.50 c

Diluted earnings per share

2018

$000

2017

$000

Profit attributable to owners of the Company 36,326 22,395

Weighted average number of ordinary shares on issue net of treasury stock ('000) 18 5,176 154,447

Diluted effect of warrants on issue ('000) 173 3, 74 9

Ordinary shares to be issued under performance fee arrangement ('000) 8 41 333

18 6,19 0 158,529

Diluted earnings per share 19. 51c 14 .13 c

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

KINGFISH LIMITED

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NOTE 7 — TAXATION

Kingfish is a Portfolio Investment Entity (“PIE”) for tax purposes.

Taxation expense comprises both current and deferred tax. Current tax is the expected tax payable on the taxable

income for the year, using tax rates enacted at balance date, and any adjustment to tax payable in respect of

previous years. Current tax for current and prior periods is recognised as a liability (or asset) to the extent that it

is unpaid (or refundable). Deferred tax (if any) is recognised as the differences between the carrying amounts of

assets and liabilities in the financial statements and the amounts used for taxation purposes. A deferred tax asset is

only recognised to the extent it is probable it will be utilised.

A deferred tax asset of $5,696,419 at 31 March 2018 (2017: $5,270,050) has not been recognised as the tax

structure of the Company is unlikely to lead to the utilisation of a deferred tax asset. This unrecognised deferred tax

asset is reviewed annually.

Taxation expense is determined as follows:

2018

$000

2017

$000

Operating profit before tax 36,365 22,424

Non-taxable realised gain on investments (20,191) (10,907)

Non-taxable unrealised gain on investments (12,189) ( 9, 737 )

Imputation credits 2,325 1,961

Non-deductible expenditure 608 194

Taxable income 6,918 3,935

Tax at 28% 1,9 37 1,10 2

Imputation credits (2,325) (1,961)

Deferred tax not recognised 427 888

Total tax expense 39 29

Current tax balance

Opening balance 10 1

Current tax expense (39) (29)

Tax paid 39 38

Current tax receivable 10 10


Imputation credits

The imputation credits available for subsequent reporting periods total $559,757 (2017: $503,755). This amount

represents the balance of the imputation credit account at the end of the reporting period, adjusted for imputation

credits that will arise from the receipt of dividends recognised as a receivable at 31 March 2018.

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NOTE 8 — TRADE AND OTHER RECEIVABLES
Trade and other receivables are classified as loans and receivables and are initially recognised at fair value, and

subsequently measured at amortised cost less any provision for impairment. Receivables are assessed on a case-

by-case basis for impairment. The fair value of trade and other receivables is equivalent to their carrying amount.

2018

$000

2017

$000

Dividends receivable 1,0 83 927

Interest receivable 1 0

Unsettled investment sales 99 4,16 3

Related party receivable (note 11) 3,10 9 0

Other receivables 25 0

Total trade and other receivables 4, 317 5,090


NOTE 9 — TRADE AND OTHER PAYABLES

Trade and other payables are classified as other financial liabilities and are initially recognised at fair value,

and subsequently measured at amortised cost. The fair value of trade and other payables is equivalent to their

carrying amount.

2018

$000

2017

$000

Related party payable (note 11) 1, 563 886

Unsettled investment purchases 1, 542 120

Other payables and accruals 109 53

Total trade and other payables 3,214 1, 0 59


NOTE 10 — CASH AND CASH FLOW RECONCILIATION

Cash and Cash Equivalents

Cash and cash equivalents are classified as loans and receivables and comprise cash on deposit at banks and

short-term money market deposits.

2018

$000

2017

$000

Cash - New Zealand 10, 768 2,604

Cash and Cash Equivalents 10, 76 8 2,604

FOR THE YEAR ENDED 31 MARCH 2018

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

KINGFISH LIMITED

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2018

Cash Flow
The following are definitions of the terms used in the Statement of Cash Flows:

(a) Operating activities include all principal revenue producing activities and other events that are not financing

activities.

(b) Financing activities are those activities that result in changes in the size and composition of the capital structure.

Reconciliation of Net Operating Profit after Tax to Net Cash Flows

from Operating Activities

2018

$000

2017

$000

Net operating profit after tax36,32622,395

Items not involving cash flows

Unrealised gains on revaluation of investments(12,6 54)( 9, 73 6 )

(12, 6 5 4)(9, 7 3 6 )

Impact of changes in working capital items

Increase/(decrease) in fees and other payables 2,155 (137 )

Decrease/(increase) in interest, dividends and other receivables 773 (3,536)

Change in current tax 0 (9)

2,928 (3,682)

Items relating to investments

Amount paid for purchases of investments (91,0 68) (28,14 8 )

Amount received from sales of investments 77,999 25, 410

Return of capital 80 336

Realised gains on investments (19,8 41) (10,907)

(Increase)/decrease in unsettled purchases of investments (1, 422) (28)

(Decrease)/increase in unsettled sales of investments (4,064) 3,618

(3 8,316) (9, 7 19 )

Other

Performance fee to be settled by issue of shares 1,118 417

Expenses in relation to prior year's performance fee settled by issue of shares (4) (4)

1,114 413

Net cash outflows from operating activities (10,602) (329)


NOTE 11 — RELATED PARTY INFORMATION

Parties are considered to be related if one party has the ability to control or exercise significant influence over the

other party in making financial or operational decisions.

Transactions with related parties

The Manager of Kingfish is Fisher Funds Management Limited (“Fisher Funds” or “the Manager”). Fisher Funds

is a related party by virtue of the Management Agreement and having a director in common. In return for the

performance of its duties as Manager, Fishers Funds is paid the following fees:

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NOTE 11 — RELATED PARTY INFORMATION (CONTINUED)
(i) Management fee: 1.25% (plus GST) per annum of the gross asset value, calculated weekly and payable monthly

in arrears. The fee reduces if the Manager underperforms, thereby aligning the Manager’s interests with those of the

Kingfish shareholders. For every 1% underperformance (relative to the change in the NZ 90 Day Bank Bill Index) the

management fee percentage is reduced by 0.1%, subject to a minimum 0.75% per annum management fee.

(ii) Performance fee: Fisher Funds may earn an annual performance fee of 15% of excess returns over and above the

performance fee hurdle return (being the change in the NZ 90 Day Bank Bill Index plus 7%) subject to achieving the

High Water Mark. In accordance with the terms of the Management Agreement, when a performance fee is earned

it is paid within 30 days of the balance date and the Manager is required to apply half of the performance fee to

subscribe for shares, issued at a price equal to the audited net asset value per share at balance date. Shares issued

to the Manager rank equally in all respects with existing shares in Kingfish.

Performance fees paid to the Manager are recognised as an expense in the Statement of Comprehensive Income.

The portion paid in share capital is an equity-settled share-based payment and is recognised at the fair value of

half of the performance fee expense (excluding GST) as an equity reserve until the ordinary shares are issued. The

component paid in cash is treated in line with a typical operating expense. See note 17 for full details of how the

performance fee was settled for the year ended 31 March 2018.

(iii) Administration fee: Fisher Funds provides corporate administration services and a monthly fee is charged.

Fees paid and payable:

2018

$000

2017

$000

Fees paid to the Manager for the year ending 31 March

Management fees 3,348 3,131

Performance fees 2,370 1,022

Administration services 159 159

Total fees paid to the Manager 5,877 4, 312

Fees payable to the Manager at 31 March

Management fees 297 267

Performance fees payable in cash 1,253 606

Administration services 13 13

Total fees payable to the Manager 1, 5 6 3 886


Investments by the Manager

The Manager held shares in, and received dividends from, the Company at 31 March 2018 which total 1.42% of

the total shares on issue (2017: 1.51% and 1.56% of total warrants on issue).

Investment transactions with related parties

Off-market transactions between Kingfish and other funds managed by Fisher Funds take place for the purposes

of rebalancing portfolios without incurring brokerage costs. These transactions are conducted after the market

has closed at last sale price (on an arm’s length basis). Purchases for the year ended 31 March 2018 totalled

$4,009,325 (2017: $2,513,507) and sales totalled $3,522,356 (2017: $1,045,395).

GST Refund

Fisher Funds has historically charged Kingfish GST at the standard GST rate on the provision of investment services.

Last year the Inland Revenue Department (“IRD”) confirmed that the lower GST fund manager rate of 1.5% could be

charged to Kingfish (and this rate has been applied since 1 August 2017).

FOR THE YEAR ENDED 31 MARCH 2018

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

KINGFISH LIMITED

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On 28 March 2018, Fisher Funds received confirmation from the IRD that they would receive $3,108,799 being a
refund of overcharged GST of $2,925,926 plus use of money interest (“UOMI”) of $182,873 on the provision of

investment services to Kingfish for the eight year period from 1 August 2009 to 31 July 2017. On receipt in early

April, Fisher Funds passed the refund and UOMI to Kingfish.

The GST refund and UOMI receivable of $3,108,799 from Fisher Funds has been recognised as a related party

receivable in the Statement of Financial Position. In the Statement of Comprehensive Income, the portion of the

GST refund relating to historical years of $2,785,172 and UOMI of $182,873, which totals $2,968,045, has been

recognised as other income, with the balance of $140,754 relating to the current year recognised as a reduction

in management fee expense. The GST refund and UOMI was excluded from the performance fee calculation as it

was not generated by investment activity.

Directors

The directors of Kingfish are the only key management personnel and they earn a fee for their services. The

directors’ fee pool increased from $105,000 to $125,000 (plus GST if any) per annum on 1 August 2017. The

amount paid to directors is disclosed in note 4 under directors’ fees (currently only independent directors earn a

director’s fee).

NOTE 12 — FINANCIAL RISK MANAGEMENT

The Company is subject to a number of financial risks which arise as a result of its investment activities, including

market risk, credit risk and liquidity risk.

Market Risk

All equity investments present a risk of loss of capital, often due to factors beyond the Company’s control

such as competition, regulatory changes, commodity price changes and changes in general economic

climates domestically and internationally. The Manager moderates this risk through careful stock selection

and diversification, daily monitoring of the market positions and regular reporting to the Board of Directors. In

addition, the Manager has to meet the criteria of authorised investments within the prudential limits defined in the

Management Agreement.

The maximum market risk resulting from financial instruments is determined as their fair value.

Price Risk

Price risk is the risk of gains or losses from changes in the market price of investments. The Company is exposed

to the risk of fluctuations in the underlying value of its listed portfolio companies. The following companies

individually comprise more than 10% of Kingfish’s total assets at 31 March:

20182017

Mainfreight12%13%

Fisher and Paykel Healthcare12%12%


Interest Rate Risk

Interest rate risk is the risk of movements in local interest rates. The Company is therefore exposed to the risk of

gains or losses or changes in interest income from movements in local interest rates. There is no hedge against the

risk of movements in interest rates.

Currency Risk

Currency risk is the risk that the fair value or future cash flows of an investment will fluctuate because of changes

in foreign exchange rates. The Company generally holds assets denominated in New Zealand dollars and is

therefore not directly exposed to currency risk. The portfolio companies that Kingfish invests in may be affected by

currency risk that may impact on the market value of the underlying portfolio company.

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NOTE 12 — FINANCIAL RISK MANAGEMENT (CONTINUED)
Following the migration to a sole listing of Xero on the ASX at the start of February 2018, and up until its disposal in

March 2018, Kingfish was temporarily exposed to currency risk as the value of Xero was denominated in Australian

dollars. The Manager partially mitigated this risk through the use of a forward foreign exchange contract.

Sensitivity Analysis

The table below summarises the impact on net operating profit after tax and shareholders’ equity to reasonably

possible changes in the carrying value of financial instruments to market risk exposure at 31 March as follows:

2018

$000

2017

$000

Price risk

1

Investments at fair value (listed) Carrying value 264,395 213,334

Impact of a 10% change in market prices: +/- 26,440 21,333

Available-for-sale (unlisted) Carrying value 0 91

Impact of a 10% change in market prices: +/- 0 0

Interest rate risk

2

Cash and cash equivalents Carrying value 10, 768 2,604

Impact of a 1% change in interest rates: +/- 108 26

1

A variable of 10% was selected for price risk as this is a reasonably expected movement based on historic trends in equity

prices.

2

A variable of 1% was selected as this is a reasonably expected movement based on past overnight cash rate movements. The

percentage movement for the interest rate sensitivity relates to an absolute change in the interest rate rather than a percentage

change in interest rate.

Credit Risk

Credit risk is the risk that a counterparty will default on its contractual obligations resulting in financial loss to the

Company. In the normal course of its business, the Company is exposed to credit risk from transactions with its

counterparties.

Other than cash at bank and short term unsettled trades, there are no significant concentrations of credit risk. The

Company does not expect non-performance by counterparties, therefore no collateral or security is required.

Listed securities are held by an independent custodian, Trustees Executors Limited. All transactions in listed

securities are paid for on delivery according to standard settlement instructions. The Company invests cash with

banks registered in New Zealand and Australia which carry a minimum short-term credit rating of S&P A-1+ (or

equivalent).

The maximum credit risk of financial assets is deemed to be their carrying amount as reported in the Statement of

Financial Position.

Liquidity Risk

Liquidity risk is the risk that the assets held by the Company cannot readily be converted to cash in order to meet

the Company’s financial obligations as they fall due. The Company endeavours to invest the proceeds from the

issue of shares in appropriate investments while maintaining sufficient liquidity (through daily cash monitoring) to

meet working capital and investment requirements.

Liquidity to fund investment requirements can be augmented through the procurement of a debt facility from a

registered bank to a maximum value of 20% of the gross asset value of the Company. There were no such debt

facilities at 31 March 2018 (2017: nil).

FOR THE YEAR ENDED 31 MARCH 2018

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

KINGFISH LIMITED

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NOTE 13 — CAPITAL RISK MANAGEMENT
The Company’s objective is to prudently manage shareholder capital (share capital, reserves, retained earnings

and borrowings (if any)).

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to

shareholders, return capital to shareholders, undertake share buybacks, issue new shares and make borrowings in

the short term.

The Company was not subject to any externally imposed capital requirements during the year.

Since announcing a long-term distribution policy in June 2009, the Company continues to pay 2% of average net

asset value each quarter.

NOTE 14 — NET ASSET VALUE

The audited net asset value of Kingfish as at 31 March 2018 was $1.45 per share (2017: $1.40) calculated as the

net assets of $276,275,597 divided by the number of shares on issue of 190,935,279.

NOTE 15 — COMMITMENTS AND CONTINGENT LIABILITIES

There were no unrecognised contractual commitments or contingent liabilities as at 31 March 2018 (2017: nil).

NOTE 16 — FINANCIAL REPORTING BY SEGMENTS

The Company operates in the New Zealand investment industry.

The Company is managed as a whole and is considered to have a single operating segment. There is no further

division of the Company or internal segment reporting used by the Directors when making strategic, investment or

resource allocation decisions.

There has been no change to the operating segments during the year.

NOTE 17 — SUBSEQUENT EVENTS

(i) In accordance with the terms of the Management Agreement, Kingfish settled the performance fee due to

Fisher Funds of $2,468,689 (including GST) relating to the year ended 31 March 2018 on 23 April 2018 as

follows:

1. Fisher Funds used half of the performance fee (excluding GST) to subscribe for Kingfish ordinary shares

at the audited 31 March 2018 net asset value per share of $1.45 (rounded to two decimal places).

Accordingly, Kingfish issued 840,523 ordinary shares totalling $1,216,103; and

2. The balance of $1,252,586 (including GST) was paid in cash to Fisher Funds.

(ii) A post balance date adjustment of $98,299 was made to reduce the cost of the performance fee, to recognise

the difference between audited 31 March 2018 net asset value per share ($1.45) and the share price on 23

April 2018 when the performance fee was paid to Fisher Funds ($1.33); and

(iii) The Board declared a dividend of 2.89 cents per share on 21 May 2018. The record date for this dividend

is 14 June 2018 with a payment date of 29 June 2018.

There were no other events which require adjustment to or disclosure in these financial statements.

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PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz

Independent auditor’s report

To the shareholders of KingfishLimited

KingfishLimited’s financial statements comprise:

•the statement of financial position as at 31 March 2018;

•the statement of comprehensive income for the year then ended;

•the statement of changes in equity for the year then ended;

•the statement of cash flows for the year then ended; and

•the notes to the financial statements which include significant accounting policies.

Our opinion

In our opinion, the financial statements of KingfishLimited (the Company), present fairly, in all

material respects, the financial position of the Company as at 31 March 2018, its financial performance

and its cash flows for the year then ended in accordance with New Zealand Equivalents to

International Financial Reporting Standards (NZ IFRS) and International Financial Reporting

Standards (IFRS).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

NZ) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the financial statementssection of

our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

We are independent of the Company in accordance with Professional and Ethical Standard 1 (Revised)

Code of Ethics for Assurance Practitioners(PES 1) 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 fulfilled our other ethical responsibilities in

accordance with these requirements.

Our firm carries out other services for the Company in the area ofassurance services relating toshare

and warrant register audits andagreed upon proceduresrelating to the annual shareholder meeting

count of votesand performance fee calculation. The provision of theseservices has not impaired our

independence.



PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz

Independent auditor’s report

To the shareholders of KingfishLimited

KingfishLimited’s financial statements comprise:

•the statement of financial position as at 31 March 2018;

•the statement of comprehensive income for the year then ended;

•the statement of changes in equity for the year then ended;

•the statement of cash flows for the year then ended; and

•the notes to the financial statements which include significant accounting policies.

Our opinion

In our opinion, the financial statements of KingfishLimited (the Company), present fairly, in all

material respects, the financial position of the Company as at 31 March 2018, its financial performance

and its cash flows for the year then ended in accordance with New Zealand Equivalents to

International Financial Reporting Standards (NZ IFRS) and International Financial Reporting

Standards (IFRS).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

NZ) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the financial statementssection of

our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

We are independent of the Company in accordance with Professional and Ethical Standard 1 (Revised)

Code of Ethics for Assurance Practitioners(PES 1) 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 fulfilled our other ethical responsibilities in

accordance with these requirements.

Our firm carries out other services for the Company in the area ofassurance services relating toshare

and warrant register audits andagreed upon proceduresrelating to the annual shareholder meeting

count of votesand performance fee calculation. The provision of theseservices has not impaired our

independence.

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PwC 6

Our audit approach

Overview

An audit is designed to obtain reasonable assurance whether the financial

statements are free from material misstatement.

Overall materiality: $1,381,300, which represents approximately 0.5% of the

net assets. We used this benchmark because, in our viewthe objective of the

Company is to provide investors with a total return on the assets, taking

account of both capital and income returns.

We agreed with the Audit and Risk Committee that we would report to them

misstatements identified during our audit above $100,000as well as

misstatements below that amount that, in our view, warranted reporting for

qualitative reasons.

Because of the significanceoftheinvestments to the financial statements, we

have determined that there is one key audit matter: valuation and existence of

investmentsdesignated at fair value through profit or loss.

Materiality

The scope of our audit was influenced by our application of materiality.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Company materiality for the financial statements as a whole as set out above.

These, together with qualitative considerations, helped us to determine the scope of our auditandthe

nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both

individually and in the aggregate on the financial statements as a whole.

Audit scope

We designed our audit by assessing the risks of material misstatement in the financial statements and

our application of materiality. As inall of our audits, we also addressed the risk of management

override of internal controls including among other matters, consideration ofwhether there was

evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an

opinion on the financial statements as a whole, taking into account the structure of the Company, type

of investments held by the Company, the use of the third party service providers, the accounting

processes and controls, and the industry in which the Company operates.

The Directors are responsible for the governance and the control activities of the Company. The

Directors have delegated certain responsibilities to Fisher Funds Management Limited (the

Investment Manager) and Trustees Executors Limited (the Administrator). The Company has

appointed Trustees Executors Limited (the Custodian) to act as Custodian of the Company’s

investments.

In establishing our overall audit approach we assessed the risk of material misstatement, taking into

account the nature, likelihood and potential magnitude of any misstatement. As part of our risk

assessment, we considered the Company’s interaction with the Investment Manager and

Administrator and the control environment in place at the Administrator and the Custodian.

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2018


PwC7

Key audit matter

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the financial statements of the current year. Given the nature of the Company, we have

one key audit matter: valuation and existence of investmentsat fair value through profit or loss. The

matter was addressed in the context of our audit of the financial statements as a whole, and in forming

our opinion thereon, and we do not provide a separate opinion on the matter.

Key audit matterHow our audit addressed the key audit matter

Valuation and existence of investmentsat fair

value through profit or loss

Investmentsat fair value through profit orloss

(the investments) are valued at$264.4million

and represent 95% of total assets.

Further disclosures on the investments are

included at note 2to the financial statements.

This was an area of focus for our audit and an

area where significant audit effort was

directed.

As at 31 March 2018, all investments are in

companies that werelisted on the NZX Main

Boardand wereactively traded with readily

available, quoted market prices.

All investmentsare held by the Custodian on

behalf of the Companyand administered by

the Administrator.

Our audit procedures included updating our

understanding of the business processes employed by

the Company for accounting for, and valuing,their

investment portfolio.

We obtained confirmation from the Custodian that

the company was the recorded owner of allthe

recordedinvestments.

We obtained copies ofand assessedthe

Administrator’s and Custodian’s Internal Controls

Reports for Custody, Investment Accounting and

Registry services for theperiods ended 30 September

2017 and 31 March 2018.

Weagreedthe price for all investmentsheldat 31

March 2018to independent third party pricing

sources.

We had no matters arising from the procedures

performed.

Information other than the financial statements and auditor’s report

The Directors are responsible forthe annual report. The annual report is expected to be made available

to us after the date of this auditor's report.

Our opinion on the financial statements does not cover the other information included in the annual

report and we do not and will not express any form of assurance conclusion on the other information.

In connection with our audit of the financial statements, our responsibility is to read the other

information when it becomes available and, in doing so, consider whether the other information is

materially inconsistent with the financial statements or our knowledge obtained in the audit, or

otherwise appears to be materially misstated.

When we read the annual report, if we conclude that there is a material misstatement therein, we are

required to communicate the matter to the Directors.

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PwC8

Responsibilities of the Directors for the financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of

the financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the

Directors determine is necessary to enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error.

In preparingthe financial statements, the Directors are responsible for assessing the Company’s ability

to continue as a going concern, disclosing, as applicable, matters related to going concern and using

the going concern basis of accounting unless the Directors either intend to liquidate the Company or to

cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole,

are free from material misstatement, whether due to fraud or error, and to issue an 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 and ISAs will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error and are considered material

if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the

External Reporting Board’s website at:

https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-2/

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been

undertaken so that we might state those matters which we are required to state to them in an 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 Company and the Company’s shareholders, as a body, for our

audit work, for this report or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Richard Day.

For and on behalf of:

Chartered AccountantsAuckland

21May 2018


PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand

T: +64 (9) 355 8000, F: +64 (9) 355 8001, www.pwc.com/nz

Independent Auditor’s Report

to the shareholders of Kingfish Limited

Report on the Financial Statements

We have audited the financial statements of Kingfish Limited (“the company”) on pages 30 to 46, which

comprise the statement of financial position as at 31 March 2015, th e statement of comprehensive income, the

statement of changes in equity and the statement of cash flows for the year then ended, and the notes to the

financial statements that include a summary of significant accounting policies and other explanatory

information.

Directors’ Responsibility for the Financial Statements

The directors are responsible for the preparation and fair presentation of these financial statements in

accordance with New Zealand Equivalents to International Financial Reporting Standards and for such

internal controls as the directors determine are necessary to enable the preparation of financial statements

that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted

our audit in accordance with International Standards on Auditing (New Zealand). These standards require

that we comply with relevant ethical requirements and plan and perform the audit to obtain reasonable

assurance about whether the financial statements are free from material misstatement.

An audit involves performing

procedures to obtain audit evidence about the amounts and disclosures in the

financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of

the risks of material misstatement of the financial statements, whether due to fraud or error. In making those

risk assessments, the auditor considers the internal controls relevant to the company’s preparation and fair

presentation of financial statements in order to design audit procedures that are appropriate in the

circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal

control. An audit also includes evaluating the appropriateness of accounting policies used and the

reasonableness of accounting estimates, as well as evaluating the overall presentation of the financial

statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

audit opinion.

We are independent of the company. Our firm carries out other assurance and non-assurance services for the

company. The provision of these other services has not impaired our independence.

Opinion

In our opinion, the financial statements on pages 30 to 46 present fairly, in all material respects, the financial

position of the company as at 31 March 2015, and its financial performance and cash flows

for the year then

ended in accordance with New Zealand Equivalents to International Financial Reporting Standards.

Restriction on Use of our Report

This report is made solely to the company’s shareholders, as a body, in accordance with th e Companies Act

1993. Our audit work has been undertaken so that we might state those matters which we are required to state

to them in an auditor’s report and fo r no other purpose. To the fullest extent permitted by law, we do not

accept or assume responsibility to anyone other than the company and the company’s shareholders, as a body,

for our audit work, for this report or for the opinions we have formed.

Chartered Accountants Auckland

18 May 2015

53

kingsh limited /

ANNUAL REPORT

2018

SHAREHOLDER INFORMATION
SPREAD OF SHAREHOLDERS AS AT 11 MAY 2018

Holding Range# of Shareholders# of Shares% of total

1 to 999279130, 4880.1

1,000 to 4,9998782,459,9691.3

5,000 to 9,9998435,965,9793.1

10,000 to 49,9992,13748,688,94025.4

50,000 to 99,9994433 0, 418, 76 415.9

100,000 to 499,99931158,777,40130.6

500,000 +3745,334,26123.6

TOTAL4,928191, 7 75, 8 0 2100.0

20 LARGEST SHAREHOLDERS AS AT 11 MAY 2018

# of Shares% of Total

ASB NOMINEES LIMITED <ACCOUNT 340941 - ML>4,902,0302.56

ASB NOMINEES LIMITED <339992 A/C>3,551,0691.85

CUSTODIAL SERVICES LIMITED <A/C 6>3,18 6,8 4 81.66

CUSTODIAL SERVICES LIMITED <A/C 4>2,523,8331.32

STEPHEN JAMES THORNTON + BERNARDINA ALEIDA MARIA

SCHOLTEN + MACALISTER MAZENGARB TRUST COMPANY LIMITED

<THE THORNTON-SCHOLTEN FAMILY A>2,123, 4941.11

FNZ CUSTODIANS LIMITED2 ,1 0 7, 0 8 11.10

INVESTMENT CUSTODIAL SERVICES LIMITED <A/C C>1,8 49, 2120.96

MICHAEL JOHN EDGAR + SUSAN MARGARET NEMEC +

CHARTERHALL TRUSTEES LIMITED <EDGAR-NEMEC FAMILY A/C>1,626,14 50.85

FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>1,365,3420.71

MURRAY JOHN LOMBARD ALDRIDGE + LESLEY ANN ALDRIDGE +

NICHOLAS CORPORATE TRUSTEE CO LTD <ALDRIDGE FAMILY A/C>1 , 2 7 7,1 3 90.67

ALOK DHIR1,250,0000.65

CUSTODIAL SERVICES LIMITED <A/C 3>1,202,2780.63

DAVID ROBERT APPLEBY + PRUDENCE JANE COTTER <DAVID APPLEBY

INVESTMENT A/C>1,200,0000.63

CUSTODIAL SERVICES LIMITED <A/C 2>1,042,7730.54

LLOYD JAMES CHRISTIE975,5040.51

PAMELA JEAN GILLIES965,0000.50

STEPHEN THOMAS WRIGHT8 9 9,95 00.47

ALBERT JOHN HARWOOD + MARLENE MARY HARWOOD825,0000.43

VANI K APOOR818,3530.43

RODERICK GERALD ADE + SHIRLEY ANNE ADE + TANI LOUISE

HANSEN <R G & S A ADE FAMILY A/C>805,5250.42

TOTAL3 4, 496, 5 7618.0 0

54

kingfish limited /

ANNUAL REPORT

2018

STATUTORY INFORMATION
DIRECTORS’ RELEVANT INTERESTS IN EQUITY SECURITIES AT 31 MARCH 2018

Interests Register

Kingfish is required to maintain an interests register in which the particulars of certain transactions and matters

involving the directors must be recorded. The interests register for Kingfish is available for inspection at its

registered office. Particulars of entries in the interests register as at 31 March 2018 are as follows:

Ordinary Shares

Held DirectlyHeld by Associated Persons

A B Ryan

(1)

31,852

C M Fisher

(2)

4,902,030

C A Campbell

(3)

20,167

R A Coupe

(4)

18,266

(1)

A B Ryan purchased 3,041 shares in the year ended 31 March 2018 on market as per the terms of the share

purchase plan (purchase price $1.31). A B Ryan received 2,702 shares in the year ended 31 March 2018, issued

under the dividend reinvestment plan (average issue price $1.26). A B Ryan exercised 4,298 warrants and was

issued 4,298 ordinary shares in the year ended 31 March 2018.

(2)

Associated persons of C M Fisher exercised 980,406 warrants and were issued 980,406 ordinary shares in the

year ended 31 March 2018.

(3)

C A Campbell purchased 2,470 shares in the year ended 31 March 2018 on market as per the terms of the

share purchase plan (purchase price $1.31). C A Campbell received 1,711 shares in the year ended 31 March

2018, issued under the dividend reinvestment plan (average issue price $1.26). C A Campbell exercised 2,515

warrants and was issued 2,515 ordinary shares in the year ended 31 March 2018.

(4)

R A Coupe purchased 2,470 shares in the year ended 31 March 2018 on market as per the terms of the share

purchase plan (purchase price $1.31). R A Coupe received 1,549 shares in the year ended 31 March 2018,

issued under the dividend reinvestment plan (average issue price $1.26). R A Coupe exercised 2,190 warrants

and was issued 2,190 ordinary shares in the year ended 31 March 2018.

DIRECTORS HOLDING OFFICE

Kingfish’s directors as at 31 March 2018 were:

»A B Ryan (Chair)

»C M Fisher

»C A Campbell

»R A Coupe

During the year, there were no appointments to the board.

In accordance with the Kingfish constitution, at the 2017 Annual Shareholders’ Meeting, Andy Coupe retired by

rotation and being eligible was re-elected. Carol Campbell retires by rotation at the 2018 Annual Shareholders’

Meeting and being eligible, offers herself for re-election.

DIRECTORS’ INDEMNITY AND INSURANCE

Kingfish has arranged directors' and officers' liability insurance covering directors acting on behalf of Kingfish.

Cover is for damages, judgements, fines, penalties, legal costs awarded and defence costs arising from wrongful

acts committed while acting for Kingfish. The types of acts that are not covered include dishonest, fraudulent,

malicious acts or omissions, wilful breach of statute or regulations.

Kingfish has granted an indemnity in favour of all current and future directors of the company in accordance with

its constitution.

55

kingfish limited /

ANNUAL REPORT

2018

EMPLOYEE REMUNERATION
Kingfish does not have any employees. Corporate management services are provided to Kingfish by Fisher Funds

Management Limited.

DIRECTORS’ RELEVANT INTERESTS

The following are relevant interests of Kingfish’s directors as at 31 March 2018:

A B RyanBarramundi LimitedDirector

Marlin Global LimitedDirector

Christchurch Casinos LimitedDirector

Metlifecare LimitedDirector

Evolve Education Group LimitedChair

Kiwibank LimitedDirector

Audit Oversight CommitteeMember

C M Fisher Barramundi LimitedDirector

Marlin Global LimitedDirector

Fisher Funds Management LimitedDirector

New Zealand Trade & EnterpriseDirector

C A CampbellBarramundi LimitedDirector

Marlin Global LimitedDirector

T&G Global LimitedDirector

Hick Bros Holdings Limited & subsidiary companies Director

Woodford Properties LimitedDirector

alphaXRT LimitedDirector

New Zealand Post LimitedDirector

Key Assets FoundationTrustee

Key Assets NZ LimitedDirector

Kiwibank LimitedDirector

NPT LimitedDirector

NZME LimitedDirector

Nica Consulting LimitedDirector

Cord Bank LimitedDirector

T&G Insurance LimitedDirector

Bankside Chambers LimitedDirector

R A CoupeBarramundi LimitedDirector

Marlin Global LimitedDirector

New Zealand Takeovers PanelChair

Coupe Consulting LimitedDirector

Farmright LimitedChair

Solid Energy New Zealand LimitedChair

Gentrack Group LimitedDirector

Briscoe Group Limited Director

Television New Zealand LimitedDirector


STATUTORY INFORMATION CONTINUED

56

kingfish limited /

ANNUAL REPORT

2018

AUDITOR’S REMUNERATION
During the 31 March 2018 year the following amounts were paid/payable to the auditor, PricewaterhouseCoopers

New Zealand.

$000

Statutory audit and review of financial statements38

Other assurance services4

Non assurance services6

PricewaterhouseCoopers New Zealand is a registered audit firm and its audit partners are licensed auditors under

the Auditor Regulation Act 2011.

DONATIONS

Kingfish did not make any donations during the year ended 31 March 2018.

57

kingfish limited /

ANNUAL REPORT

2018

REGISTERED OFFICE
Kingfish Limited

Level 1

67 – 73 Hurstmere Road

Takapuna

Auckland 0622

DIRECTORS

Independent Directors

Alistair Ryan (Chair)

Carol Campbell

Andy Coupe

Director

Carmel Fisher

CORPORATE MANAGER

Jody Kaye

MANAGER

Fisher Funds Management Limited

Level 1

67 – 73 Hurstmere Road

Takapuna

Auckland 0622

SHARE REGISTRAR

Computershare Investor

Services Limited

Level 2

159 Hurstmere Road

Takapuna

Auckland 0622

Private Bag 92119

Auckland 1142

Phone: +64 9 488 8777

Email: enquiry@computershare.co.nz

FOR MORE INFORMATION

For enquiries about transactions, changes of address and dividend payments, contact the share registrar above.

Alternatively, to change your address, update your payment instructions and to view your investment portfolio

including transactions online, please visit: www.computershare.co.nz/investorcentre

FOR ENQUIRIES ABOUT KINGFISH CONTACT

Kingfish Limited, Level 1, 67 – 73 Hurstmere Road, Takapuna, Auckland 0622

Private Bag 93502, Takapuna, Auckland 0740


Phone: +64 9 489 7094 | Fax: +64 9 489 7139 | Email: enquire@kingfish.co.nz

The information contained in this annual report is provided for information purposes only and does not constitute an offer,

invitation, basis for a contract, financial advice, other advice or recommendation to conclude any transaction for the purchase

or sale of any security, loan or other instrument. In particular, the information contained in this annual report is not financial

advice for the purposes of the Financial Advisers Act 2008 and should not be relied upon when making an investment decision.

Professional financial advice from an authorised financial adviser should be taken before making an investment.

AUDITOR

PricewaterhouseCoopers

New Zealand

Level 8

188 Quay Street

Auckland 1142

SOLICITOR

Bell Gully

Level 21

48 Shortland Street

Auckland 1010

BANKER

ANZ Bank New Zealand Limited

23 – 29 Albert Street

Auckland 1010

NATURE OF BUSINESS

The principal activity of Kingfish

is investment in quality, growing

New Zealand companies.

DIRECTORY

58

kingfish limited /

ANNUAL REPORT

2018

---

SHAREHOLDER COMMUNICATIONS
Section 209C Notice


Electronic Annual Reports



Dear Shareholder,


We are pleased to advise that the Kingfish Annual Report for the year ended 31 March 2018 is available on our

website at http://www.kingfish.co.nz/investor-centre/reports-and-annual-meetings/. Future Annual Reports and Interim

Reports will be publically available from the same website.


Even though the Annual Report and Interim Report are available electronically, you can request that a printed copy of the

Annual Report and Interim Report (when available) be mailed to you free of charge by ticking the box below and returning

this form to Computershare in the enclosed reply paid envelope. If you make this request, we will send you a hard copy of

the Annual Report and Interim Report each year until you request us not to or you stop being a shareholder.






Keeping in touch online


We provide a number of communications to keep you informed as a Kingfish shareholder: Monthly Updates, Quarter

Update Newsletters, Annual Meeting presentations, Annual Reports and Interim Reports. Each of these communications

can be found on our website www.kingfish.co.nz under the heading Investor Centre.


You can choose to receive email notification of when the reports are available to view online by entering your email

address below and returning this form in the enclosed reply paid envelope; or fax to (09) 488 8787; or scan and email

to ecomms@computershare.co.nz







Alternatively, you can elect your preferences for shareholder communications online, by visiting

www.investorcentre.com/nz. Select ‘My profile’ and click on the ‘Update’ button on the communication preferences tile.

You will need your CSN or Holder Number and FIN to initially access Investor Centre and register your account. Once you

have registered your account you will access this service with your own User ID and Password.


Please remember that our website, www.kingfish.co.nz, contains a lot of useful information, such as the weekly NAV,

current share price, portfolio performance, market announcements and key policies which is a resource established

for you as a shareholder. Please use the website, and if there is any additional information that you would find

valuable on the website don’t hesitate to let us know by emailing us at enquire@kingfish.co.nz


If you have any questions about changing how you receive shareholder communications, please contact

Computershare using the contact details at the top of this form.





Provide your email address here

Yes, I’d like to receive all Kingfish shareholder communications electronically. These communications include

the Annual and Interim Reports, payment advices, meeting documentation and any other company related

information which is appropriate to be sent electronically.


Update your information:

Yes, I would like to receive, free of charge, a printed copy of Kingfish’s Annual and Interim Reports (when

available) each year.


Enquiries:



By Mail:

Computershare Investor Services Limited

Private Bag 92119, Auckland 1142

New Zealand

Phone: +64 9 488 8777

Fax: +64 9 488 8787

Email: ecomms@computershare.co.nz


Online:

www.investorcentre.com/nz

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.