Rubicon ASM – 17 September 2018

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Rubicon Annual Shareholders’ Meeting – 17 September 2018


Dave Knott – Chairman’s address

Ladies and Gentlemen,
Welcome to the Annual Meeting of Shareholders of Rubicon Limited. My name is Dave Knott
and I am Chairman of the Board of Rubicon. It is a pleasure to be here today, albeit a long
journey. I left New York three days ago, and will be returning tomorrow, by which time I will
have covered more than 25,000 miles, next time I’ll find a more direct route than going through
Hong Kong. But it’s well worth it, and in the limited time I’ve been here I have quickly come to
understand why everyone I know that’s been here says it’s the most beautiful country on earth.
And with that said, I am pleased to advise that a quorum is present and that this Meeting is
duly constituted.
The Notice of Meeting has been circulated to all shareholders.
I would like to begin by thanking you for your attendance today as there have been many
recent change. Your presence here is very important to us, and I am grateful to have the
opportunity to walk through these changes. In addition to the formal sessions of this meeting,
my fellow directors, management and I look forward to meeting with you informally for
afternoon tea at the conclusion of the meeting.
Let me begin today by introducing the members of your Board to you:
At the far end of the table on my right is Hugh Fletcher. Hugh will be well-known to most of
you and serves on the Board of IAG in New Zealand and Australia and is Trustee of The
University of Auckland Foundation, the Dilworth Trust, and The New Zealand Portrait Gallery.

Next to Hugh is Paul Smart, who is new to Rubicon. Paul has been CFO of Meridian Energy and
CFO of Sky Television. He has previously been a non-executive Director in Arc Innovations,
NZPM Group, and Southern Hydro (out of Melbourne), and is currently a non-executive
Director of Solarcity, InterCity Holdings, Mercer Group, Argus Group and Geo40.

Next to me is Luke Moriarty – our Chief Executive Officer, a director of ArborGen, and a former
Monetary Policy Advisor to the Governor of the Reserve Bank of New Zealand.
Unfortunately, Ranjan Tandon, Tom Avery, and Ozey Horton are each unable to be with us
today in person. Prior commitments, distance, and hurricane Florence were all working against
them.

I would also like to take this opportunity to thank my recently retired predecessor, Steve
Kasnet, for his years of service to the company.

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Our program for today is as follows -
 Firstly, I will ask Luke to update you on the considerable progress we have made over
the past period.
 I will then provide some further additional comments from the board’s perspective
 You will then have the opportunity to raise any questions you may have in relation to
Rubicon.
 And we will then address the formal resolutions to be considered by this meeting.

Upon completion of the meeting we will have tea and coffee and a light snack at the far end of
the room.
I will now ask Luke to review our recent activity for you.

LUKE

[Luke Talks]

DAVE
Thank you Luke.
As Luke just told you, a lot has been achieved in the past year.
Rubicon is now the 100% owner of ArborGen. We acquired the other Partner’s interest through
several cash payments to them which are now complete. Our responsibility now is to convert
that position into demonstrable value for shareholders. Candidly, this will require a lot of hard
work, which I know the team in place can handle. As Luke mentioned, management
historically utilized EBITDA to measure results. However moving forward we will also be using
operating Free Cash Flow to monitor performance and incentives, as the Board strongly
believes that the prime objective of any company should be to generate cash. With the help
of the new Board members and management we will be focused on generating cash.
Earlier this year we announced we would be streamlining the operations of the combined
Rubicon-ArborGen entities, to rationalize the two companies, and to reduce cost under our
“one company” program. In addition, we decided to recruit Directors with Forest Products and
restructuring experience. Having acknowledged that the core of our business is now located in
the US, we added two new US-based directors, whose election to the Board you will shortly be
voting on. We have also determined that our independent Directors should be part-
remunerated with restricted Rubicon shares, so that they act and feel as each of you do as
Rubicon shareholders, to ensure the incentive and urgency are aligned. This is a bargain for
Rubicon, these new directors are of the highest quality, and like all good talent you need to
meet the market to secure their services. The part-remuneration of Directors in Rubicon

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shares also aligns with the equity incentives at ArborGen, where the senior ArborGen
management team was awarded options outstanding equivalent to 4.6% of ArborGen’s issued
shares by the ArborGen Board in June 2017. You are being asked to vote on the Rubicon
Director share Plan today.
Thank you – that ends my formal comments today.

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1


Rubicon Annual Shareholders’ Meeting – 17 September 2018


Luke Moriarty – CEO’s address

Thanks Dave ... and good afternoon ladies and gentlemen. It’s a pleasure to be with you.
In 2018, we managed to balance a huge transactional year with strong performance at the ArborGen
operating level.
So by way of recap, the fiscal year just completed saw us –
 Acquire our two partner’s 67% interest in ArborGen, to allow Rubicon to become the 100%
1
owner of
this exciting business.

 This outcome had been the Board’s core objective for some time, but we first needed to navigate
through some difficult partnership and funding issues before we could make this happen. Fortunately,
the move was strongly supported by our controlling shareholders – Knott Partners and Libra, who
together own ~46% of Rubicon’s issued shares, and who provided US$12.5 million in new Rubicon
equity to assist with the funding.

 We were able to successfully negotiate the acquisition on a deferred payment basis, to allow us the
time to find all of the money we needed to complete the transaction. And we were also able to
persuade ArborGen’s three bank lenders to continue to extend funding lines to the company despite
the fact that ArborGen was losing the ‘support’ of two large investment grade rated partners
(International Paper and WestRock).

 Because we had no desire to approach Rubicon shareholders for further cash, and, in order to refine
Rubicon to be a pure-play on the ArborGen business, the Board then made the decision to exit our
remaining 45% interest in the Tenon Clearwood Limited Partnership (TCLP) – i.e. the clearwood
processing and global distribution business located in Taupo. At a special shareholders meeting in
January this year, shareholders voted overwhelmingly (99% in favour) to sell this investment. 40% of
the 45% TCLP position was sold to our controlling shareholders – Knott and Libra, with the remaining
5% going to the existing TCLP shareholders under the pre-emptive rights provisions of the partnership
agreement.

 After all this was completed, the cashflow for the six months to Mar’18, and the closing net debt
2

position
9
at balance date looked like this.

 Since balance date, in June this year, we made the final US$10 million deferred ArborGen acquisition
payment, and we received further liquidation proceeds from Tenon. If we were to adjust the 31 March
positon for those two items, the Company’s consolidated net debt position would have been as shown
[here].

 From a balance sheet leverage perspective, and taking a conservative view by using our current market
capitalisation as the equity number, the Rubicon Group’s ratio was ~18% on a pro-forma basis.

2


 In addition, earlier this month we announced that we had expanded ArborGen’s US working capital
line to US$17 million and rolled the facility for another two years ... and ArborGen’s existing ~US$12
million asset loan has an 18-year term remaining. In total today, the Group has bank funding lines of
more than US$30 million, and drawn debt (net of cash balances) of only ~US$18 million. So, ‘all-in-all,’
we feel we are in good funding shape right now.
With that transactional and funding recap behind us, let’s turn to operational matters, where we have been
equally busy and successful.
Upon acquisition of ArborGen, we set performance targets for the March ’18 fiscal year – each of which was
met, despite a tough hurricane season in the US which negatively impacted sales. So the year to March saw
ArborGen achieve –
 Total sales of 347 million seedling units
 236 million of which were loblolly in the US
 ... and 73 million of those were in advanced genetics
 ... as MCP sales in that geography lifted 22% on the prior year, and
 Advanced genetics sales as a % of the total loblolly sales in the US, increased from 25% to 31%
 ... which in turn saw the US loblolly pine ASP lift 7% y-o-y.
In terms of financial outcomes (under US-GAAP
3
terms), ArborGen recorded EBITDA of US$4.3
6
million ...
which was more than double the previous year’s result.
This current year we have set ourselves a target
7
of achieving an EBITDA result of US$7
7,8
million, on unit
sales 10%+ higher than last year’s number. To date, in our largest market, the US, we are currently ~ 85%
sold, in a ‘lifting’ season that does not even take place until the first quarter of next calendar year.
To help raise operational intensity following our acquisition, a comprehensive 10-year Plan review of the
business was completed, and signed-off by the Rubicon Board. Milestones have been set, and the
management team will be measured and rewarded on their achievements against those. In essence, the Plan
establishes an integrated advanced genetics supply, manufacturing, and marketing program for each
geographic market in which ArborGen operates – the United States, Brazil, and ANZ – designed to ensure the
financial goals for the Company are achieved each year moving forward. If that Plan is met, the next fiscal
year should see a further lift in earnings yet again ... and we will announce to you exactly what our target is
for the Mar’20 year once we have successfully closed the current fiscal year.
We will be aided in our improved earnings and cash generation goals, by the Rubicon-ArborGen ‘one
company’ rationalisation program that we have now put in place. The immediate goal is to improve the cash
performance of the consolidated Group by more than US$2
7
million this year, and then a higher level of
improvement on an on-going basis in future years.
I don’t want you to think that this is a cost-out program at the expense of growth, or a reduction in the critical
resources needed to run the business – we are continuing to invest in ArborGen growth opportunities
wherever that makes economic sense to do so.
So, for example, in February we announced ArborGen was the successful candidate in a proposal with the
South Carolina Forestry Commission to exclusively lease, modernise, and operate the Taylor nursery. This
represents a strong 10-year partnership, in relation to a 30 million per annum seedling nursery, located in a
high-demand geography.
And we are currently also well-advanced with another opportunity, which if all goes well, we hope to
announce to the market in the next quarter.

3

And we will continue to invest in strong strategic growth moves where we know they will quickly convert into
earnings, cashflow, and share price value – and to the extent we can, we will do so in a capital-light or capital-
deferred manner.
Ok, with all that said, let me wrap up now.
And I’m going to do that by leaving you with a series of 5-year ArborGen charts, which show where we have
come from and where we are now heading. Let’s take a look at them [one by one] ...
 Gross Margin
 EBITDA
 Operating Cashflow, and
 Free Cashflow
What you can see from these tables, is that the very heavy technology and product development phase, and
the related past EBITDA losses are well behind us.
Unquestionably there have been some disappointments along the way, those that all technology growth
companies need to traverse as a matter of course, but we have also had to face some tough sector-specific
and ArborGen-specific hurdles we would rather not have had to – the GFC, the 10-year impact of the extreme
US housing recession, the changed regulatory approval regimes - particularly in the US, and the employee
litigation, each slowed momentum at critical junctures in the Company’s life.
But they are all behind us now.
ArborGen’s ‘tree machine’ platform has been built. An existing advanced genetics product portfolio (not
requiring regulatory approval) is now in place. A pipeline of new products continues to be advanced through
our annual R&D spend. The conversion process of the US industry to higher-value genetics is now taking hold.
Macro conditions in the US are at last favourable to us, and the NZ government’s approach to forestry
planting is bearing fruit also - and in that regard, I can announce today that ArborGen-NZ has just signed a 12
million seedling supply contract with Crown forestry for next year as part of the government’s 10-year 1
billion tree planting program ... of which we are very proud to play a part. And of course, we have also
established a foothold in Brazil – a geography ArborGen is hoping to turn into a growth engine in future years.
So - the hard work has now been done.
We are now entering the ‘harvest’ phase.
And as my rugby coach used to say to us at half time – “it’s ours to lose.”
This is my final ASM as the CEO of Rubicon. I am proud to have had the opportunity to work with many
passionate and committed people at Rubicon, Tenon, and ArborGen during my tenure, and also to have been
able to report each year to you as supportive owners of the Company. I am comfortable that I am leaving the
Rubicon-ArborGen business in good health – albeit with one current regret, the share price. Although we
have seen a ~40% increase in Rubicon’s price over the past 12 months, there is no argument that the current
share price is not where we would like it to be. Having said that, we do believe that the combination of the
‘one-company’ cash improvement program, the upcoming earnings result for current fiscal year, and
guidance for next year, along with the positive impact of the funding and growth moves that have been made
this year, should see the share price continue to track up over the next 12 months.
And to this point, I should note that Edison Research has just this month issued a research report on Rubicon.
This is freely available on-line if you wish to read it. The succinct summary is that Edison’s initial valuation of
Rubicon is NZ 74
10
cents per share – more than 2.5x the current market price. So not only is the Edison report
supportive of our carrying (i.e. book) value of ArborGen, but it also lends credence to our stated view as to
the strong future upside value inherent in the underlying business.

4


Thank you Ladies and Gentlemen.
That’s all from me - for good this time.
I will now hand back to Dave.



Footnotes
1
Rubicon owns 100% of the issued share capital of ArborGen. In addition, there are warrants outstanding over 5% of
the issued ArborGen share capital that can convert to ArborGen shares at nil consideration, and options equivalent to
4.6% of ArborGen’s share capital have been issued to ArborGen management and which have a strike price equivalent
to the ArborGen value implied by the price paid by Rubicon for the International Paper and WestRock shareholdings.
Please refer to Note 15 of the 2018 Audited Rubicon Financial Statements.
2
Net interest bearing debt (net of cash) is $18 million, calculated as Term debt ($11 million) + Current debt ($15 million)
+ Finance lease obligations ($13 million) less Cash and liquid deposits ($29 million), each as at 31 March 2018, adjusted
for two cash items since that date being the Tenon liquidation receipt ($2 million) and the final ArborGen deferred
acquisition payment made ($10 million). Market equity is $85 million, calculated as 487.9 * 26.5 cents * 0.66 (being
the approx share price and cross rate at the time of preparation of this presentation)
3
The relevance of US-GAAP rather than NZ-IFRS is that is the accounting basis under which ArborGen would report in a
US-listing situation.
4
Pre-depreciation.
5
EBITDA (Earnings before interest, tax, depreciation and amortisations) is a non-GAAP earnings measure that equity
analysts tend to focus on for comparable company performance, because that number removes distortions caused by
differences in asset ages, depreciation policies, and debt:equity structures.
6
This is pre-impairment costs ($0.8 million, relating to the rationalisation of ArborGen-NZ’s varietal programme) and
pre-transaction costs (being the direct costs relating to the ArborGen acquisition plus the cost of the ArborGen
management retention package, of $1 million in total).
7
Pre-restructuring costs. This is a ‘forward-looking statement.’ As this and other forward-looking statements in this
presentation are predictive in nature they are subject to a number of risks and uncertainties relating to Rubicon and
ArborGen, many of which are beyond our control [please refer the inside front cover of Rubicon’s 2018 Annual Report
for a discussion of some of those uncertainties and risks]. As a result, actual outcomes, results and conditions may
differ materially from those expressed or implied by such statements.
8
US-GAAP, pre impairment, transaction, and restructuring costs (and subject to 7 above).
9
Excludes Tenon and TCLP consolidated net interest bearing debt which was deconsolidated on liquidation / sale.
10
Pre 5% warrants and ~5% management options over ArborGen shares, or ~NZ68 cents adjusted for both.

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17 September 2018
Page 1
2018 Annual Shareholders’ Meeting
Annual Shareholders’ Meeting – 2018
David Knott
Chairman

17 September 2018
Page 2
Introduction of Board members
‐Hugh Fletcher
‐Paul Smart
‐Luke Moriarty

‐Ranjan Tandon
‐Thomas Avery
‐Ozey Horton

Annual Shareholders’ Meeting – 2018
Agenda
CEO’s Review
Chairman’s Comments
Shareholder Questions
Resolutions
Refreshments

17 September 2018
Page 3
Luke Moriarty – CEO
Rubicon – 12 Month Review
In 2018, we balanced -

A huge transactional year with strong ArborGen performance

Acquired ArborGen partners’ interests to become 100%
1
owner
Resolved complex partner and funding issues to achieve this core objective

Support from controlling shareholders with new equity
US$12.5 million of RBC equity issued

Negotiated deferred payment ... to give us time to find the money needed
Persuaded ArborGen’s three existing banks to continue debt facilities
Sold our remaining 45% interest in Tenon Clearwood Limited Partnership
40% (of the 45%) went to Knott Partners and Libra

1
Please refer footnote 1 to CEO ASM speech

17 September 2018
Page 4
Rubicon – Funding and Balance Sheet
1
Rubicon Consolidated Group US$m

Net interest bearing debt at 30 September '17 -19

Cash receipt from Sale of TCLP 15
Dividend from TCLP 1
Operating Cashflow 3
Interest paid -2
Investment in Term Assets -3
ArborGen deferred-acquisition payment -5
Net Cash inflow for the period 9

Net interest bearing debt at 31 March '18 -10

adjusted for
Final ArborGen deferred acquisition payment -10
Tenon liquidation receipt 2
Pro forma net interest bearing debt
1
at 31 March '18 -18
1
Please refer footnotes 2 and 9 to CEO speech
Leverage ratio (pro forma, using market equity) ~ only 18%
12 Month Review – Funding Lines

Expanded and rolled ArborGen’s US working capital facility
Increased to US$17 million
Now a 2-year term (not expiring until August 2020)
ArborGen’s term loan facility does not expire for another 18 years

Today –
ArborGen has funding lines > US$30 million
Only drawn to ~US$18 million (net of cash)

 in good funding shape

17 September 2018
Page 5
Operating Review – ArborGen
Performance targets set and met - despite tough hurricane season
Total sales of 347 million seedlings
236 million were loblolly in the US
73 million advanced genetics
MCP sales in that geography lifted 22% on the prior year
Advanced genetics as a % of the total loblolly sales in the US, increased
from 25% to 31%
... which in turn saw the US loblolly pine ASP lift 7% y-o-y

ArborGen recorded (US-GAAP
1
)
EBITDA post-R&D of US$4.3
2
million
More than 2x the previous year’s result

1
Please refer footnote 3 to CEO speech
2
Please refer footnote 6 to CEO speech
Operating Review – ArborGen ... continued
Current year performance targets set –
EBITDA US$7
1
million
Seedling units sales > 10%
1
higher y-o-y
Progress to date – in largest (US market) already ~ 85% sold-out

Comprehensive 10-year Plan completed
Milestones set, and team will be measured against those
If this year’s Plan is met, next year should see further lift in earnings again

At close of current year we will announce targets for March ‘20

Financial goals aided by ‘one company’ rationalisation program
Improve cash performance of the total Group by > US$2m this year
... and more in subsequent years
Program is not at the expense of growth or supply of critical resources
e.g. Taylor Nursery 10 year lease partnership and potential further
announcement in Q3
 Will continue to invest in strong strategic growth initiatives
1
Please refer footnotes 7 & 8 to CEO speech

17 September 2018
Page 6
Historical Financial Metrics – ArborGen
1
(AG Consolidated
under US GAAP)
-$10
-$8
-$6
-$4
-$2
$0
$2
$4
$6
$8
20152016201720182019F
EBITDA
3
US$ millions
3
Pre transaction-related costs, impairments, and one-off non-operating costs
$0
$5
$10
$15
$20
$25
20152016201720182019F
Gross Margin
2
US$ millions
2 Pre depreciation
-$15
-$10
-$5
$0
$5
20152016201720182019F
Operating Cashflow
(post interest, pre capex & nwc)
US$ millions
-$20
-$15
-$10
-$5
$0
$5
20152016201720182019F
Free Cashflow

US$ millions
1
Please refer footnotes 3 – 8 to CEO speech
Historical Financial Metrics – ArborGen ... continued
Those charts show -

The heavy development phase and related EBITDA losses are past us

Unquestionably, some disappointments and hurdles along the way –

Those faced by all technology growth companies
Also, some sector-specific and ArborGen-specific factors
Global financial crisis
Extreme depths of the US housing recession
Changes in regulatory approval regimes
Employee litigation
Each of which slowed momentum at critical junctures

But these are all behind us now

17 September 2018
Page 7
ArborGen – Looking Ahead
The ‘tree machine’ platform has been built

Advanced genetics product portfolio is in place
Regulatory approval is not required
Pipeline of new products continued to be built ex annual R&D spend
Conversion to higher-value genetics in the US is now taking hold
US macro conditions are favourable
NZ government approach to planting is bearing fruit
ArborGen NZ has signed a 12 million seedling contract with Crown forestry
Established a foothold in Brazil – future growth engine

The hard work has been done

Now entering the ‘harvest phase’

 It’s ours to lose!
Rubicon – Looking Ahead
My final ASM as CEO

Proud to have worked with many passionate and committed people
Rubicon
Tenon
ArborGen

Leaving Rubicon in good health

One remaining regret - RBC share price isn’t reflecting value potential
RBC price has ↑40% over the last 12 months
... but still not where we would like to see it

Believe RBC price will track-up further, as a result of -
The ‘One-Company’ improvement programme
Earnings result for current year
Guidance for next year
Impact of growth moves

17 September 2018
Page 8
Rubicon – Looking Ahead
Edison Research -
Analyst report issued last week
Available on line for free
Initial (conservative) valuation of RBC is NZ 74
1
cents per share
2.5x the current share price
Supportive of our carrying value of NZ 48
2
cents per share
Gives credence to the strong future value-upside inherent in the business
1
Please refer footnote 10 to CEO speech
2
At current FX rate

Annual Shareholders’ Meeting – 2018
David Knott
Chairman

17 September 2018
Page 9
Rubicon – Go-forward
Rubicon is now the 100% owner of ArborGen
Now to convert that position into demonstrable value for RBC
Prime objective is to generate cash
Streamline operations and reduce cost – ‘one company’ program
Recruit directors for the Rubicon Board
US focus of operations
Part of remuneration is in shares
Aligns with equity incentives at ArborGen
Resolutions
Resolution 1
To re-elect David Knott as a Director

Resolution 2
To elect Thomas Avery as a Director

Resolution 3
To elect Ozey Horton as a Director

Resolution 4
To elect Paul Smart as a Director

17 September 2018
Page 10
Resolutions
Resolution 6
To authorise the Directors to fix Deloitte’s fees and expenses as the
Company’s auditor for the year ended 31 March 2019
Resolution 5
To authorise that:

the maximum aggregate remuneration able to be paid to the non-executive
Directors of the Company in 2018 be increased by NZ$25,000 from
NZ$800,000 to NZ$825,000 with immediate effect; and
of the NZ$825,000 maximum aggregate remuneration able to be paid in
2018, NZ$450,000 shall be payable to Messrs Avery, Horton and Smart (i.e.
NZ$150,000 each) by way of an issue of shares in the Company (and not in
cash) in compliance with listing rule 7.3.8 and on the terms set out in the
Explanatory Notes in the Notice of Meeting.