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2018 Annual Report

Annual Report27 September 2018PGWIndustrials

Helping grow the country
Annual

Report

For the year ended

30 June 2018

ANNUAL REPORT 2018 | 1
PGG WRIGHTSON LIMITED

CALENDAR DATES

CONTENTS

Annual shareholders’ meeting

30 October 2018

Half-year earnings announcement

19 February 2019

Year-end earnings announcement

13 August 2019

Introduction

2018 Highlights ...................................................................................2

Deputy Chairman and

Chief Executive Officer’s report ................................................4

Our Company

Board of Directors ........................................................................... 10

Executive Team ................................................................................. 12

The year in review ........................................................................... 14

Agency group – Creekside Farms ........................................ 22

Retail and Water group – Crop Monitoring .................. 24

Seed and Grain group

- Ecotain® environmental plantain ...................................... 26

Sale of PGW Seeds .......................................................................... 28

PGW in the community .............................................................. 30

Sustainability ...................................................................................... 31

Financial information

Key financial disclosures ............................................................. 33

Directors’ responsibility statement ...................................... 34

Additional financial disclosures including

notes to the financial statements ........................................ 43

Independent auditor’s report ................................................. 81

Governance

Corporate governance and Board Charter ................... 85

Statutory disclosures..................................................................... 93

Shareholder information ............................................................ 99

Corporate directory ................................................................ 101

Front cover: Indevin Viticulture Manager Bryce MacKenzie

inspects grapes with Fruitfed Crop Monitoring Co-ordinator

Rena Mehrtens in Hawke’s Bay in March 2018 two days

before harvesting

2.5 ¢

Earnings per share

(EPS) of

per share

3.00 ¢

Fully imputed

dividends of

per share for the year

FINANCIAL

PERFORMANCE

HIGHLIGHTS

$

18.9 m

Net Profit after tax

of

$

70.2 m

Operating EBITDA

of

John and Roslyn Weir’s cows return to

pasture after milking at Springmount

Farms in Taranaki in November 2017

per canopy
hectare

of $1.12

million.

In March 2018 the Real

Estate team sold a kiwifruit

orchard pure production

block in Te Puke for the


highest price paid in

New Zealand

This year as part of the

roll out of the Health,

Safety and Wellbeing

Strategy, over 520 PGW

employees completed

the cognitive behavioural

safety programme Zero

Incident Process (ZIP).

Fruitfed Supplies

continues to

grow the bottom

line due to the

combination of a

strong horticulture

sector and a leading

market position.

In August 2018 PGW announced the

conditional sale of

PGW Seeds to DLF

Seeds.

Go-Beef and


Go-Lamb


products continue to

grow strongly. During

the year 288,417 sheep

and 41,221 cattle

entered the scheme.

Seed and Grain launched several

exciting new cultivars to market

this year in both New Zealand and

Australia. All products were well

received by growers.

The Agency group delivered a record result with

Operating EBITDA up 12 percent

on their outstanding result in FY2017.

2 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 3

PGG Wrightson Seeds Arable Business

Unit Manager Graeme Jones inspects

a cereal crop with Peter Mitchell of

Rosedale Farming Company at Weston

near Oamaru in December 2017

2018 HIGHLIGHTS

4 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 5
Group delivered a strong

operating performance

Deputy Chairman and

Chief Executive Officer’s

PGG Wrightson Limited ("PGW", "the Group" or

"the Company") delivered a strong Operating

earnings before interest, tax, depreciation and

amortisation (Operating EBITDA) for the year

ended 30 June 2018 of $70.2 million. Net profit

after tax (NPAT ) was $18.9 million.

PGW delivered a strong

Operating EBITDA result of

$70.2 million.

Shareholders will receive a final

dividend of 1.25 cents per share,

which will be paid on 3 October

2018, making a total of 3.00 cents

per share fully imputed for the

financial year.

It is very pleasing to have seen a

significant increase in PGW’s Operating

EBITDA throughout the year and

especially gratifying to have matched

2016’s record result. In October 2017 we

targeted an Operating EBITDA range of

$65 to $70 million and we exceeded the

top end of that.

We had consistently advised throughout

the year that NPAT would be down

on FY2017. This year’s NPAT result was

affected by a number of one-off non-

trading items including a provision

for the remediation costs of historical

liabilities under the Holidays Act 2003.

Last year also benefited from significant

gains on the sale of property. With our

property divestment programme largely

complete, these capital gains were

consequently much lower in 2018.

In declaring the final dividend, the Board

balanced the one-off nature of these

items affecting NPAT and the strong

underlying trading performance and

the cash flows against the reinvestment

opportunities available to the business.

This is an excellent trading result for

PGW, one that we can be proud of.

Almost all of our New Zealand

businesses were up on last year, with

most achieving double-digit earnings

growth. In general the New Zealand

agriculture sector was very strong over

the course of our 2018 financial year. Our

trading result reflects our broad-based

Trevor Burt

DEPUTY CHAIRMAN

Ian Glasson

CHIEF EXECUTIVE OFFICER

Atahua Stacked, a two year old

Angus bull, enjoys the Manawatu

sunshine in September 2018

REPORT

2018 $M

2017 $M

REVENUE

1,193.51,133.0

GROSS PROFIT

346.1328.6

OPERATING EBITDA

70.264.5

NET PROFIT AFTER TAX

18.946.3

NET CASH FLOW FROM

OPERATING ACTIVITIES

5.820.5

6 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 7

This is an excellent

trading result for PGW,

one that we can be

proud of.


Trevor Burt,

Deputy Chairman

exposure to New Zealand agriculture

and our employees’ passion and

commitment to the sector.

We differentiate ourselves in the

market through our technical expertise.

Strategically we’ve focussed on

employing the best people in the field

and supporting them with innovative

and powerful tools. This allows them to

add value to our customers’ operations.

Throughout FY2018 we have continued

to invest in our people and our systems

so we can maintain the momentum

we’ve built over recent years with

our suppliers and our customers, and

continue to grow operating earnings for

our shareholders.

MARKET CONDITIONS

Looking back on 2018, conditions were

positive for most of our New Zealand

customers. The Ministry for Primary

Industries estimates that dairy export

revenues increased 14 percent in 2018,

meat and wool sector export revenues

increased 12 percent and horticulture

export revenues increased 6 percent.

These overall figures belie the challenges

that many of our customers faced.

Wet conditions delayed spring in

most parts of the country. This was

rapidly followed by hot dry conditions

in December 2017 and January 2018

with the National Institute of Water and

Atmospheric Research reporting that

New Zealand had its hottest summer

on record. The dry conditions were felt

across New Zealand, but most notably

in Taranaki, Manawatu, West Coast,

Central Otago, and Southland. Drought

conditions broke in February assisted

by a pair of sub-tropical cyclones. The

hot summer was largely positive for

kiwifruit and apples, though vegetable

and arable production was adversely

affected. Wet paddocks delayed the

sowing of spring-planted crops and

the hot summer lowered crop yields

in Canterbury and market garden

production in the North Island.

Dairy production for the 2017/18 season

is estimated to have fallen by 1 percent

from the previous year. During the

dry conditions of December 2017 and

January 2018 the fall in production

was expected to be higher, but the

mild autumn helped dairy production

recover towards the end of the season.

In contrast, red meat production was

largely unaffected.

A key event that impacted the rural

community in 2018 was the discovery

of Mycoplasma bovis in New Zealand.

Also known as M bovis, it is a bacterium

associated with a plethora of diseases

in cattle – both dairy and beef – that

reduce production. While commonplace

in herds throughout the world, New

Zealand had been free of this costly

disease. In July 2017 the Ministry for

Primary Industries confirmed M bovis

was in New Zealand, and in May 2018,

the Government agreed a phased

eradication programme with the sector.

We have mobilised an M bovis response

team within PGW; this team is working

through our various touchpoints with

New Zealand farmers to enhance our

processes so we can play our part

in combatting this disease, while

PGG Wrightson Seeds Arable Agent Phil

Prendergast inspects a crop of OD22

broccoli with Mark Bennett in Wakanui in

Mid Canterbury in September 2018

managing both short and long-term risk.

To date, M bovis has not affected PGW’s

financial performance.

OUR PEOPLE

At 30 June 2018 PGW employed

approximately 2,600 employees

(including casual, fixed-term,

commission and permanent staff ).

With PGW’s continued commitment for a

customer centric focus for our business,

our people remain our key asset, which

is demonstrated in the strength of

relationships we see across PGW. We

continue to invest significantly in our

people strategy which is demonstrated

by having a passionate, loyal, highly

skilled and engaged workforce. As

an employer we remain committed

to investing in technical expertise

programmes as well as leadership

development.

We continue to realise efficiencies and

improvements through the recent

implementation of a suite of people-

related online tools. These tools enable

PGW to undertake people-related

activities in an agile manner whilst

also ensuring compliance and driving

technology enhancements.

During FY2017 we further refined

the PGW way for people-related

processes and systems by; furthering

the transformation of our health,

safety and wellbeing culture to one of

‘citizenship’ with the introduction of the

Zero Incident Process (ZIP) leadership

programme, launching a new careers

website, developing our workforce

planning and talent management

tools to maximise our talent pipeline,

introducing a revised remuneration

policy and framework and implementing

a revitalised induction programme.

Alongside many other large New

Zealand employers, PGW has

undertaken a programme of work to

ensure all our systems and processes

are paying our people correctly under

the Holidays Act 2003. Through this

work we have identified unintentional

areas of non-compliance dating back

to March 2011. With the guidance of

external independent experts we are

actively working to remediate any

underpayments made to current and

former employees. Concurrently we

are investing in systems, processes and

expertise to ensure future compliance.

HEALTH, SAFETY

AND WELLBEING

Key to the implementation of our

Health, Safety and Wellbeing Strategy

is the engagement of our people. One

such initiative was the ZIP programme,

which was delivered to over 520 PGW

employees this year. The programme

will continue to be rolled out in New

Zealand and Australia in the coming

year.

Over the last year PGW have invested

in capability and embedded health and

safety resources within the operational

groups to support the Health, Safety and

Wellbeing Strategy and to improve our

performance in the reduction of events

(lost time injury frequency rate 8.85/total

recordable injury frequency rate 37.16).

An example of this investment is the

establishment of taskforce teams from

across our operating groups who have

co-developed group wide standards for

controlling our critical risks.

OPERATING EBITDA

It is extremely pleasing to be able to

report a significant increase in PGW’s

trading results.

Operating EBITDA increased $5.7 million,

or 9 percent, to match FY2016’s record

result. Our New Zealand businesses were

able to capitalise on the better market

conditions of FY2018.

Retail and Water increased their

contribution by $5.5 million (an increase

of 30 percent) with increased sales across

key categories.

Agency increased Operating EBITDA by

$2.1 million (an increase of 12 percent)

over FY2018 as wool market activity

picked up from the extremely low

volumes of FY2017.

Seed and Grain New Zealand also

increased their Operating EBITDA, but

overall the Seed and Grain group result

was down 4 percent due to the tough

conditions in Australia and throughout

South America.

Overall, PGW’s revenue increased

$60.5 million (5 percent) and margins

remained the same.

8 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 9

Our people remain

our key asset, which is

demonstrated in the

strength of relationships

we see across the

Company.



Ian Glasson,

Chief Executive Ocer

Trevor Burt

Deputy Chairman

Ian Glasson

Chief Executive Officer

M bovis remains a source of uncertainty

in New Zealand, as does the impact of

2018’s tough climatic conditions for the

Seed and Grain group in Australia and

tough conditions in South America, all of

which are potential head winds.

Overall we are reasonably positive about

next year’s outlook, and we believe that

NPAT will normalise. Should the DLF

Seeds transaction complete then PGW

will recognise a gain on sale of over

$120 million.

GOVERNANCE AND EXECUTIVE

TEAM CHANGES

The PGG Wrightson Limited Board had

one change to membership when Wah

Kwong (WK) Tsang retired as a Director

on 16 October 2017. Joo Hai Lee was

appointed to the Board on 31 October

2017.

The PGW executive team had two

changes. Ian Glasson was appointed

as Chief Executive on 1 November

2017 following the resignation of Mark

Dewdney. Grant Edwards (formerly

General Manager Finance and Insurance)

was appointed General Manager Wool

on 1 October 2017, following the

retirement of Cedric Bayly.

ACKNOWLEDGEMENTS

This year’s excellent trading result is an

achievement that PGW’s dedicated,

hard-working and passionate people

can share with our stakeholders. As a

business we cannot continue to achieve

year-on-year growth without the

support of our loyal customers, supply

partners and our dedicated employees.

On behalf of the Board and management

team, we extend our thanks to the over

2,600 outstanding individuals who

make up the PGW team, along with our

customers and suppliers.

Lambs graze at Innesfields near Rakaia

in Mid Canterbury in July 2018

NET PROFIT AFTER TAX

This increase in trading performance

did not result in an increase in net profit

after tax. NPAT in FY2018 was $27.4

million lower than FY2017 for a number

of reasons.

Firstly, FY2017’s NPAT benefited from $8.8

million of non-taxable gains on sale of

property. With our property divestment

program all but complete, FY2018’s

capital gains on the sale of property

were $7.1 million lower.

Secondly, a $5.9 million expense (net of

tax) has been recognised as remediation

costs of historical liabilities under the

Holidays Act 2003.

In addition, the recent fall in the New

Zealand dollar generated an unrealised

loss on our foreign exchange hedges.

PGW is a net exporter, and as the New

Zealand dollar weakened during FY2018

our hedges moved out of the money.

We choose not to hedge account, so

this appears as a loss in finance costs.

However, this is not a true loss in an

economic sense as the loss will be offset

by a corresponding gain on the receipt

of the foreign currency once the export

sale completes.

Also, the extremely challenging market

conditions in Uruguay has resulted in a

reduction in the carrying value of our

investment in our retailing joint venture,

Agrocentro.

Lastly, costs relating to the strategic

review contributed to the lower NPAT

result.

CASH FLOW

Net cash flow from operating activities

reduced $14.7 million to $5.8 million,

mostly due to an increase in investment

in working capital, from $19.5 million

the previous year to $27.8 million in

FY2018. $7.0 million of this increase was

in Go livestock receivables, reflecting the

strength and growth of those products,

with the remaining growth in working

capital concentrated in the Seed and

Grain business. After spending a net

$20.9 million on capital expenditure and

investments, and paying $29.3 million

in dividends, net interest-bearing debt

increased $40.8 million to $169.1 million.

DIVIDENDS

The Board has resolved to declare a fully

imputed final dividend of 1.25 cents per

share, which will be paid on 3 October

2018. This will bring the total fully-

imputed dividends paid for the 2018

financial year to 3.00 cents per share.

In declaring the final dividend, the Board

balanced the one-off nature of these

items affecting NPAT, cash flows and the

strong underlying trading performance

against the reinvestment opportunities

available to the business.

OUTLOOK

Market conditions in New Zealand

remain strong. There are some signs of

weakness in milk commodity pricing, but

this weakness is from a relatively high

base. Beef prices remain above five-year

averages. Lamb prices are strong, as are

prices for most horticultural products.

BOARD OF
DIRECTORS

TREVOR BURT BRUCE IRVINE

GUANGLIN (ALAN) LAI

JOO HAI LEE JOHN NICHOL

LIM SIANG RONALD SEAH KEAN SENG U

10 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 11

GUANGLIN ALAN LAI

Bachelor of Business (Accounting), M.Fin, FCPA

Chairman

Alan Lai was appointed as Chairman of PGG

Wrightson Limited on 22 October 2013 and

has been a Director since 30 December

2009. Alan has served as the Chairman

of Agria Corporation’s Board of Directors

since June 2007 and is a member of Agria’s

Remuneration Committee. Alan is the sole

Director of Brothers Capital Limited, which

is Agria’s largest shareholder. Alan holds a

Masters degree in Finance from The Chinese

University of Hong Kong, a Bachelor’s degree

in Accounting from Monash University,

Melbourne and is a Fellow certified public

accountant in Australia. Alan is a Fellow of

Monash University and also a member of

the Global Advisory Council of the Faculty of

Business and Economics at Monash University.

Alan is the Vice Chairman of Shenzhen General

Chamber of Commerce in China and Vice

Chairman of China Chamber of Commerce in

New Zealand.

TREVOR BURT

B.Sc

Deputy Chairman

Trevor Burt joined the PGG Wrightson

Limited Board on 11 December 2012 and

was appointed as Deputy Chairman on

11 August 2014. Trevor has had extensive

international experience in the industrial gas

industry, joining BOC Gases New Zealand in

1986 and retiring from the Executive Board of

Linde AG in 2007 (Linde AG acquired BOC in

2006). During his time with BOC, he served as

Managing Director China, Managing Director

North Asia and later president for North

America. As an executive Board member for

Linde AG his accountabilities included overall

responsibility for Asia-Pacific operations. In

addition to being past Chairman/Director of

Ngai Tahu Holdings Corporation Limited and

chairing Lyttelton Port Company Limited,

Trevor is also a Director on a number of

other well-known New Zealand businesses

including Silver Fern Farms Limited,

Landpower Holdings Limited and Market

Gardeners Limited. He holds a Bachelor’s

degree in Science from Canterbury University,

and has completed postgraduate studies in

marketing and public relations.

BRUCE IRVINE

B.Com, LLB, FCA, AF Inst D

Independent Director

Bruce Irvine was appointed to the PGG

Wrightson Limited Board on 24 June 2009 and

is Chairman of the Audit Committee and the

Committee of Independent Directors. Bruce

was Managing Partner at Deloitte Christchurch

from 1995 to 2007 before his retirement in

May 2008. He now acts as an independent

Director on various boards including: Heartland

Bank Limited and subsidiaries, House of

Travel Holdings Limited, Market Gardeners

Limited and subsidiaries, Rakon Limited and

subsidiaries, Scenic Hotels Limited and Skope

Industries Limited.

JOO HAI LEE

ACA (ICAEW), CPA (Australia), FCCA (UK), CA

(ISCA)

Joo Hai Lee was appointed as a non-

independent Director of PGG Wrightson Ltd

on 31 October 2017. He is a member of the

Audit Committee. He was appointed as an

Independent Director of Agria Corporation in

November 2008. Mr Lee, aged 61, has more

than 30 years' experience in accounting and

auditing. He was a partner of an international

public accounting firm in Singapore until

his retirement from the firm in 2012. He

has serviced clients in the manufacturing,

hospitality, insurance, insurance brokers and

other service industries. His clients include

large multinational corporations and listed

entities. His professional memberships include

those of the Institute of Chartered Accountants

in England and Wales, CPA (Australia), ACCA

(UK), Institute of Directors of both Hong Kong

and Singapore. Mr Lee also sits on the board of

several listed companies in Singapore and one

in Hong Kong.

JOHN NICHOL

CA

Independent Director

John Nichol was appointed to the PGG

Wrightson Limited Board on 22 October 2013.

John has been Managing Director of Optica

Life Accessories Limited for the past 14 years.

Prior to that he held a number of executive

roles within the banking and finance sector

and for 10 years was Managing Director of the

investment company, Broadway Industries

Limited.

John is a Director of Watson & Son Limited

and he has been a Director of a number of

businesses within the primary sector including

Fortex Group Limited, The New Zealand

Salmon Company Limited, Alpine Dairy

Products Limited, Craigpine Timber Limited,

the New Zealand Dairy Board and The New

Zealand Merino Company Limited. He has

also been a Director of a number of significant

other New Zealand businesses including New

Zealand Post Limited and State Insurance

Limited.

LIM SIANG RONALD SEAH

B.Soc.Sc (Hons in Economics)

Independent Director

Ronald Seah was appointed to the PGG

Wrightson Limited Board on 4 December

2012. Ronald is a Singapore Citizen with

a background in banking and fund

management. Over a 26 year period between

1980 and 2005, he had held various senior

positions within the AIG Group in Singapore,

initially as AIA Singapore’s Vice-President

and Chief Investment Officer where he was

responsible for managing the investment

portfolio of AIA Singapore and later as AIG

Global Investment Corporation (Singapore)

Ltd’s Vice President of Direct Investments.

Between 2001 and 2005, Ronald was

the Chairman of the Board of AIG Global

Investment Corporation (Singapore) Ltd.

From 1978 to 1980, Ronald managed the

investment portfolio of Post Office Savings

Bank as Deputy Head of the Investment and

Credit Department. Prior to that, he worked

at Singapore Nomura Merchant Bank as an

Assistant Manager where he was responsible

for the sale of bonds and securities and

offshore (ACU) loan administration for the

Bank. Between 2002 and 2003, Ronald served

on the panel of experts of the Commercial

Affairs Department of Singapore.

Ronald currently serves as independent

Director on the board of a number of listed

companies in Singapore, namely Global

Investment Limited, Yanlord Land Group

Ltd; and Telechoice International Ltd, LeuLife

Healthcare Ltd and Innovative Healthcare

Limited. He is also a Director of M&C REIT

Management Limited and M&C Business Trust

Management Limited. Ronald is Chairman of

Nucleus Connect Pte Ltd, a fibre broadband

company in Singapore.

Ronald graduated with a Bachelor of Arts and

Social Sciences (Second Class Honours–Upper)

in Economics from the then University of

Singapore in 1975.

KEAN SENG U

LLB (Hons), B.Ec

Kean Seng U was appointed to the PGG

Wrightson Limited Board on 4 December 2012.

Kean Seng is Head of Corporate and Legal

Affairs for Agria Corporation, a role he has held

since December 2008. Kean Seng previously

practiced as a partner at Singaporean law firm,

Shooklin & Bok LLP, focused on East Asia, and

he led a corporate finance team in Allen &

Overy Shooklin & Bok, JLV, an international law

venture partnership with London based Allen

& Overy LLP. Kean Seng sits as an independent

and non-executive Director of several public

listed corporations. He received a Bachelor

of Laws (Honours) degree from Monash

University Australia. He is a Barrister and

Solicitor, Supreme Court of Victoria, Australia;

Advocate and Solicitor, Supreme Court of

Singapore and Solicitor of England and Wales.

In addition to his extensive legal knowledge,

Kean Seng is also a qualified economist, having

completed his degree majoring in Economics

and Accounting, B.Ec at Monash University,

Australia.

JOHN FULTON

John Fulton is an Alternate Director for

Joo Hai Lee.

WAH KWONG WK TSANG

WK Tsang resigned from the Board of PGG

Wrightson Ltd effective 16 October 2017.

JOHN MCKENZIE PETER MOORE PETER NEWBOLD
PETER SCOTT RACHEL SHEARER BRENT SYCAMORE

EXECUTIVE

TEAM

IAN GLASSON JULIAN DA LY

GRANT EDWARDS DAVID GREEN STEPHEN GUERIN

12 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 13

IAN GLASSON

Chief Executive Officer

Ian was appointed as PGG Wrightson

Limited’s Chief Executive Officer (CEO)

on 1 November 2017. Based in Singapore

from March 2013 Ian was CEO of Zuellig

Agriculture and Gold Coin, which was

subsequently spun out of the Zuellig Group

of businesses. Gold Coin manufactured and

sold animal and aqua feed from over 20 mills

operating in 10 countries including China and

throughout South East Asia.

Ian has had a long career in food and

agriculture in Australia and overseas. He

has held roles as Managing Director (MD)

of Gresham Rabo Management Limited, a

private equity fund specialising in Food and

Agribusiness investments; he spent nine years

with Goodman Fielder where he was MD of

Goodman Fielders’ global Food Ingredients

business; and was CEO of Wilmar’s Sugar

business - previously known as CSR Sugar

(Sucrogen) - in Australia and New Zealand.

Ian also has extensive industry experience in

other sectors, including a long career in the

oil and gas industry with Esso Australia Ltd

and its parent Exxon in the USA and has spent

time in the building and construction sector

with Kone Elevators. Ian is a non-executive

director of SunRice (Ricegrowers), a positon

he took up in March 2016.

Ian holds a Bachelor of Engineering Degree

with Honours from Monash University and

is a graduate of the Australian Institute of

Company Directors.

JOHN MCKENZIE

Group General Manager Seed and Grain

John is responsible for all aspects of the Seed

and Grain business both domestically and

off-shore for PGG Wrightson Limited and its

subsidiaries. He started his career as a Farm

Consultant in Mid-Canterbury and was a

founder of the specialist proprietary seed

company Agricom Limited in 1985 which was

purchased by Pyne Gould Guinness Limited

in July 2005. At that time he led the merger

of Agricom Limited, PGG Seeds Limited and

Wrightson Seeds Limited. John is Chairman

of research and development companies

Grasslands Innovation Limited and Forage

Innovations Limited. He also has farming

interests in Canterbury in arable and dairy.

PETER MOORE

General Manager Livestock

Peter has been responsible for PGG Wrightson

Limited’s Livestock division since August

2014. Prior to joining the business he headed

up Fonterra’s international farming ventures

business from 2008 until 2013, responsible for

developing and implementing the strategy to

selectively invest in milk pools outside of New

Zealand and Australia. His major focus was

the development of the scale farms in China

plus dairy development in Latin America and

Asia. Prior to this Peter worked in Fonterra’s

risk management team and before joining

Fonterra in 2005 he managed AgResearch

farms across New Zealand. Peter grew up on

the family hill country sheep and beef farm

in the Waikato and spent a number of years

managing this in partnership with his family.

PETER NEWBOLD

General Manager Real Estate

Peter is the General Manager of PGG

Wrightson Real Estate Limited, a role he

has held since September 2013. Peter was

previously General Manager of New Zealand

Sotheby’s International Realty. Peter was

previously employed by Wrightson Limited

from 1995-2005 during which time he held a

range of roles including Marketing Manager

and Business Development Manager. Prior

to this, he had an extensive career in retail

ownership management and franchising.

PETER SCOTT

Chief Financial Officer

Peter was appointed as PGG Wrightson

Limited’s Chief Financial Officer in March 2015

and leads the finance function. Peter started

his career at Fletcher Challenge and has

broad multinational experience spending five

years in Scandinavia where he was the Vice

President of Accounting and Tax for Norske

Skog, a large global newsprint and magazine

paper producer. He relocated to Australia in

2005 and was appointed to the lead finance

role for the Australasian region for Norske

Skog. In 2008 Peter joined Gloucester Coal

Limited, an Australian Securities Exchange

listed mining company as the Chief Financial

Officer. In 2010 he joined the majority

shareholder Noble Group, a leader in

managing the supply chain of agriculture,

energy, metals and mining resources,

headquartered in Hong Kong and listed in

Singapore. He was the Chief Financial Officer

for Noble Group in Australia.

RACHEL SHEARER

General Manager Human Resources

Rachel was appointed PGG Wrightson

Limited’s General Manager Human Resources

in April 2016 to lead our Human Resources,

Payroll and Health, Safety and Capability

functions. In this role she holds ownership

of the PGW People Strategy with the

foundations of this being performance,

leadership and culture. Previously Rachel was

GM Human Resources of Solid Energy New

Zealand Limited. She also has multinational

experience across a broad spectrum of

industries having worked within human

resources in Australia, England, the United

States and her hometown of Christchurch.

BRENT SYCAMORE

General Manager Grain

Brent has held the position of General

Manager Grain since 2006. He joined

Wrightson Limited in 2001 and held various

management roles in New Zealand and

Australia prior to the formation of PGG

Wrightson Limited. Prior to the Wrightson/

PGG Wrightson roles Brent held positions with

BP Limited, Pyne Gould Guinness Limited and

Ernst & Young.

MARK DEWDNEY

Chief Executive Officer

Mark was Chief Executive Officer and resigned

from the Company effective 31 October 2017.

CEDRIC BAYLY

General Manager Wool

Cedric was General Manager Wool and

resigned from the Company effective

31 October 2017.

JULIAN DALY

General Manager Strategy

and Corporate Affairs

Julian is responsible for Group Strategy

including Digital Strategy, Legal, Corporate

Communications and Brand, and the Internal

Audit and Risk functions for PGG Wrightson

Limited. He is also Company Secretary and

previously held the role of General Manager

of PGG Wrightson Real Estate Limited. Julian

has broad operational involvement across

the business and is Chairman of the Credit

Committee and Risk Committee, Director of a

number of Group subsidiaries and a Director

of the PGG Wrightson Employee Benefits Plan

Trustee Limited. He is a former General Counsel

of DB Breweries Limited and has previously

worked for law firms in the Middle East and

New Zealand.

GRANT EDWARDS

General Manager Wool

Grant took up the position as General Manager

Wool in October 2017. He is responsible for

all aspects of the Wool business including

procurement, logistics, sales and wool export.

Grant holds a Bachelor in Agriculture Science

from Lincoln University majoring in Wool

Science. He began his career in Livestock

with Reid Farmers Ltd in the mid 1980’s and

then joined their Wool Business. He has held

positions as Reid Farmers and then Pyne

Gould Guinness Limited Wool Manager. Grant

recently has held roles with PGG Wrightson

being General Manager Regions and Otago

Regional Manager and latterly General Manager

Insurance and Financial Services.

DAVID GREEN

General Manager New Zealand Seeds

David is General Manager New Zealand

Seeds, a position he has held since 2009.

He is responsible for all facets of the New

Zealand Seed business. David graduated from

Lincoln University in 1990 with a B.Com (Ag)

degree and since then has worked in many

roles for PGG Wrightson Seeds Limited and

its predecessor companies. David is a former

executive member of the New Zealand Grain

and Seed Trade Association and is a current

executive member for the New Zealand Plant

Breeding and Research Association (NZPBRA)

and is the NZPBRA representative on the Seed

Industry Research Centre Governance Board.

He is a Director of research and development

companies Grasslands Innovation Limited and

Forage Innovations Limited.

STEPHEN GUERIN

Group General Manager Retail and Water

Stephen is responsible for all aspects of

the Retail and Water group business which

includes the Rural Supplies, Agritrade, Fruitfed

Supplies and Water businesses. He has worked

for PGG Wrightson Limited and its predecessor

companies for 30 years. He holds a Bachelor

in Business Studies (Accounting) from Massey

University. Stephen is a Director of several

Group subsidiaries and a Director of the PGG

Wrightson Employee Benefits Plan Trustee

Limited.

14 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 15
THE YEAR

IN REVIEW

Richard Paterson of Olrig Station chats with

PGG Wrightson Real Estate Agent Doug Smith

in the woolshed with Gus, days before the

farm is auctioned after being in the family

since 1859, in Hawke’s Bay in November 2017

The Group has three operating segments;

Agency group, Retail and Water group and

Seed and Grain group.

PGG Wrightson Livestock Agent Alex Horn
at Wharetoa Ram Sale near Balcultha in

South Otago in December 2017

16 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 17

The Agency group comprises our Livestock, Wool, Real Estate

and Insurance businesses and overall had an excellent year.

Agency’s Operating EBITDA increased $2.1 million (or 12 percent)

over 2018 to $20.1 million. Revenues were 2 percent up on last year.

2018 $M2017 $M

Revenue

200.6

197.1

Operating EBITDA

20.1

18.0

supply of good quality stock later in the

year), increased number of dairy farms

for sale and the significant impact of M

bovis. Our dairy team are working closely

with the Ministry for Primary Industries

(MPI) both in stock valuations and as part

of the industry-wide M bovis response

team.

The Livestock team continues to invest in

technology to future-proof the business,

with a number of major projects under

development which will come to fruition

in the year ahead. Initiatives include;

a purpose-built supply chain system,

the development of www bidr.com,

an online trading platform for livestock

which we expect to deliver to the

market in 2019, the upgrade of

www.agonline.co.nz and the delivery

of business intelligence reporting to

Livestock Managers (with a planned roll

out to the wider team in FY2019).

Livestock has continued its focus on

its people during FY2018. This year

brought the successful completion of

the third Livestock Trainee programme

and throughout FY2018 we recruited

high-performing agents from outside

of the business - both initiatives will

assist us in our goal of achieving a solid

succession planning framework. Keeping

our people safe was another key focus

with resource added to further support

the health, safety and wellbeing of the

team. In addition, in August 2018 a new

Livestock leadership team structure was

confirmed with recruitment underway.

The sale yards rationalisation project

continues with further closures planned

over the next two to three years.

The rationalisation programme runs

alongside our upgrade programme as

we continue to invest in sale yards that

have good throughput, with the goal of

enhancing the welfare of animals and

the safety of our people.

Real Estate

Our Real Estate business was one of

the few New Zealand businesses that

was down on last year. The first six

months were challenging for the team,

with adverse weather conditions, a

new government focus on overseas

investment and the environmental and

sustainability regulations, tighter bank

lending conditions, and the emergence

of M bovis all affecting buyer confidence.

We saw a strong improvement in the

second six months as the rural sector

regained momentum. Our Lifestyle,

Residential and Rural categories

maintained their market share positions

throughout the year with some regions

showing signs of improvement.

The business continued to improve

and develop its sales and marketing

offerings, execute strategic recruitment,

and raise awareness of health, safety and

wellbeing within the field.

The team executed a number of

significant sales during FY2018. For

example, in March 2018 the team sold

the highest price paid per canopy

hectare of $1.12 million for a kiwifruit

orchard in New Zealand, for a pure

production block in Te Puke.

Wool

Our Wool business bounced back

strongly from its disappointing year

last year, achieving excellent results

across both the brokering and export

businesses.

The brokering business had a significant

turnaround from FY2017 largely due

to an increase in the number of bales

transacted. Whilst we have seen some

slight increase in crossbred wool prices,

the increase in the number of bales

being sold has come about due to

crossbred wool growers being more

prepared to meet the market with bales

which had been stockpiled over the

previous two seasons in both our stores

and on farm.

The strong export result was driven from

an increased throughput in improved

trading conditions compared to last

season.

We continue to grow our digital

presence with the recent launch of our

Wool Integrity™ website and increased

social media activity. Our focus is not just

on telling our story, but also the global

wool story.

Insurance and Finance Commissions

Our Insurance and Finance businesses

earn commissions from Aon Insurance

and Heartland Bank. This business

performed well and broadly in line with

the corresponding period last year.

Livestock

The Livestock business, which is the

largest within Agency, matched last

year’s record Operating EBITDA.

Livestock is principally an agency

business, with revenue predominantly

reflecting commissions earned on the

trading of livestock in New Zealand.

Consequently, the key drivers of business

performance are the volume and value of

livestock traded.

Tallies for all stock sold by auction and

private sales were higher than last year

with reduced prime numbers. Prime

sheep prices were impacted by strong

pricing in the global sheep meat market.

The store market was driven by low

supply and high demand due to good

feed conditions.

Farmers received solid returns due to

good feed conditions across most of

the country at both ends of the season,

despite dry weather conditions in

December 2017 and January 2018. This

positive result was further influenced by

strong beef and lamb pricing throughout

the year.

Our Go range of livestock products

continues to be very well received.

While this is a profitable product range

for us, it is capital intensive. We are

exploring off balance sheet options to

reduce this constraint, so we can take

advantage of growth opportunities

in the future. The asset balance of Go

products as at 30 June 2018 was $39.4

million, up $7.0 million on the previous

year. Consequently the stock numbers

increased with 288,417 sheep and 41,221

cattle entering the programme during

FY2018.

The detection of Mycoplasma bovis (M

bovis) in New Zealand had a significant

impact on the dairy and beef industries.

The M bovis issue resulted in reduced

animal movements, a slowdown in dairy

livestock trading, increased biosecurity

awareness and compliance costs,

along with increased caution in the

cattle trading market. Overall we are

seeing farmers working more within

the boundaries of their farms, and in

case of corporate customers within

their total operation, with reduced

stock movements of both dairy and

beef cattle. The Livestock team is

working closely with farmers to

support this change in approach

including the development of an

online livestock trading platform

to reduce stock movements when

trading cattle (see more detail below).

FY2018 brought challenges to the

dairy sector. While the Global Dairy

Trade price remained stable in the six

months to December 2017 bringing

some confidence into the market,

many farmers continue to consolidate

their operations with a focus on debt

reduction. This was further offset by

reduced dairy tallies (due to a lack of

The year in review

AGENCY GROUP

Retail and Water had
another spectacular

year with Operating

EBITDA increasing by

$5.5 million to $23.8

million – a 30 percent

increase.

focus on our technical training with

the teams in the agronomy space. The

specialised training is further supported

by the continued development of digital

tools, such as a decision data base

solution, for the field sales team.

A key contributor to this growth was

our team providing the best product

and technical advice, at the right time,

to our customers. This sits alongside the

science of the research that supports

our product range and the technical

expertise of our people understanding

that science.

This year we saw an increase in demand

for calf rearing products as we saw more

calves reared and farmers choosing

to purchase calf milk replacer rather

than sourcing from the vat. Bulk dairy

meal sales also increased on last year as

farmers filled the weather induced feed

deficit. However, M bovis has been a

challenge for our customers in the later

part of the year.

Fruitfed Supplies

The Fruitfed business continued to

perform strongly with revenue up on

last year.

Our horticulture business tracked well

against last year with all sectors enjoying

positive returns. The result for FY2018

was achieved by retaining a high market

share in pipfruit, grapes, kiwifruit and

other subtropical crops. This strong

position led to Fruitfed capturing a

significant share of the inputs required

by this sector for expansion and large-

scale development projects.

Our focus is on continuing to provide

specialised product and service offerings

supported by our own research and

development.

Agritrade

Agritrade continued its year-on-year

growth with revenue up on the same

period last year. This was achieved

through the existing range as well as

product acquisition and providing

distribution services for manufacturers

looking for other ways of getting

product to market.

Weather conditions around the North

Island over summer led to lower spore

counts which meant the risk of facial

eczema in sheep and cows was lower

than previous years. This led to lower

than budgeted sales of Time Capsule

products.

Agritrade Hamilton moved sites during

the year to a much bigger warehouse

and office space, this included moving

the Time Capsule factory as well. This

move will help to future proof the

business and give a solid base for

expansion.

Water

The Water business continues to be

challenged by the lack of on farm

development. This has been driven by

delays in approved schemes, as well as

uncertainty around planned schemes.

The new Government’s policy approach

is impacting farmer sentiment and

expenditure in this area.

Despite these challenges it is very

pleasing to see Water improving its

Operating EBITDA which accounts for

half of the $5.5 million improvement in

the overall Retail and Water result.

Retail and Water Highlights

The Retail and Water business

incorporates Rural Supplies, Fruitfed

Supplies, Agritrade and Water.

Retail performed extremely well and

contributed to half of the improvement.

With activity high across the key dairy,

meat and wool, and horticulture sectors,

revenues were 9 percent up. The Rural

Supplies categories of dairy support and

agronomy all grew strongly.

For Fruitfed Supplies, the combination

of a strong horticulture sector and a

leading market position, continues to

grow the bottom line.

Agritrade, our distribution business,

continued to grow by both expanding

its range of products and increasing

sales of those products.

Over the last few years the business

has been investing in both people and

digital infrastructure. The Retail point

of difference in the marketplace is our

technical offering and the service we

provide through our tech team, our

infield team and key accounts team.

During 2018 we started the rollout of

our new Retail Management Systems.

Our new point of sale system will allow

us to better understand our customers

and their needs. This technology will

provide a base for an e-commerce

offering for our customers. This, together

with the continued development of

our on farm decision management

tools, will provide the platform for other

digital developments for Retail. These

are all aimed at enhancing customer

experience and engagement, and

reinforcing our leading market position.

The Water business continues to be

challenged by the lack of on farm

development, but despite this the

business greatly improved its operating

performance from FY2017.

Rural Supplies

The Rural Supplies business continues

to see great growth in the agronomy

related categories, with all achieving

an increase on FY2017 results. It is a

key strategy of the business to own the

agronomy inputs into the market, based

on the technical advice and service we

offer, and this is a major driver for the

growth. We continue to have a strong

PGG Wrightson Technical Field

Representative Warren Johnson inspects

pasture with Josh Buckman of Tiatane

Farm near Hastings in Hawke’s Bay in

January 2018

18 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 19

The year in review

RETAIL AND

WATER GROUP

2018 $M2017 $M

Revenue

606.2562.2

Operating EBITDA

23.818.3

PGG Wrightson Seeds Arable Rep
Lachie Boleyn inspects a crop of

SovGold Kale at Perry Farms in Mid

Canterbury in October 2017

20 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 21

The year in review

SEED AND

GRAIN GROUP

2018 $M2017 $M

Revenue

386.0372.7

Operating EBITDA

35.637.0

Seed and Grain’s Operating EBITDA reduced by

$1.4 million (or 4 percent) to $35.6 million.

Revenues were 4 percent higher than last year.

This year also saw the release of

Cleancrop™ Firefly Kale which was

available in relatively small volumes and

consequently sold out quickly.

Volumes traded by PGG Wrightson

Grain recovered this season following

wet weather severely impacting the

North Island maize harvest during

FY2017. In particular North Island

volumes improved in FY2018 and the

maize harvest was largely completed by

the end of June 2018. Wheat cultivars

Discovery, Starfire and Ignite performed

strongly in commercial crops and

Foundation for Arable Research trials and

received good grower support during

autumn planting.

The International business performed in

line with last year following a good close

to the financial year. Higher volumes of

both proprietary and common products

were shipped as dictated by customer

demand.

We note the inadvertent substitution of

Cleancrop™ Hawkestone swede seed

with HT-S57swede seed. We have been

working closely with our customers and

we will continue to provide support until

this matter is resolved.

Australia

The Australian business was challenged

by adverse weather conditions. Drought

conditions in New South Wales and

Southern Queensland reduced sales

within these states significantly (with

farmers in both states calling it the worst

drought in living memory). Victoria,

South Australia, Tasmania and the South

of Western Australia did benefit from

an autumn break to the drought and

managed to achieve average sales.

Turf and revegetation sales continue to

grow in Australia.

Two new products were launched

during the year, Mainstar brassica and

Ascend annual ryegrass. Both products

exceeded expectations and will remain

core products in our portfolio in the

years ahead.

We continue to benefit from

improvements to the supply chain

with the Melbourne facility completing

its first full year of operation, greater

processing capability at Keith allowing

for a record intake of Lucerne seed and

the new Mareeba cleaning shed now

well established near the warehouse and

logistics centre.

South America

The key challenges for FY2018 were

related to weather issues and the

continuation of the very difficult financial

situation facing our farming customers

due to the low profitability and adverse

climatic events of previous years.

A big proportion of the Argentinean

pampas, most of Uruguay and the

southern states of Brazil suffered one of

the worst droughts in many years. Given

that these areas were still suffering the

effects of the 2016 floods, our South

American business did well to achieve

what they did in the face of adversity.

Seed and Grain Highlights

Overall the Seed and Grain business

fell just short of last year’s result with

the increase in New Zealand Operating

EBITDA largely offsetting the poorer

trading in Australia and South America,

In contrast to the generally positive

market conditions in New Zealand,

climatic conditions were extremely

challenging in both South America

and Australia.

Seed and Grain have launched several

exciting new products to market during

FY2018 both in New Zealand and

Australia. All products were well received

by growers.

The focus on continuous improvements

of our health and safety systems, across

all three markets, is ongoing.

In August 2018, we announced that

we have entered into a conditional

agreement with DLF Seeds to divest the

Seed and Grain business. This is a major

transaction and requires shareholder

approval. Accordingly, shareholders will

be invited to vote on a special resolution

in due course.

New Zealand

Our New Zealand business was the

standout performer for Seed and Grain

over 2018. We saw strong sales volumes

across the board in nearly all product

categories. Autumn 2018 saw a favourable

sowing window and a significant catch-up

of the two previous seasons, where poor

climatic conditions had shortened the

autumn planning season.

One of the exciting new products

launched during FY2018 was Pallaton

Raphno® a raphanobrassica. This

product offers some unique attributes

in water use efficiency and grazing

flexibility. Demand was very strong for

this product in 2018, which was its first

fully-commercial year, and it quickly

sold out.

In September 2018, we launched

our environmentally functional

programme. This programme

includes plantain cultivars which are

marketed under the brand Ecotain®

environmental plantain. These products

have been commercially available since

early 2018 and their release has been

met with strong demand.

Surety of water supply
provides opportunities for

Creekside Farms

22 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 23

A key contributor to

running a profitable

sheep and beef farming

operation is surety of

water supply. This is

especially important in

drought-prone areas of

New Zealand such as

Central Otago.

Adam and Juls Lindsay own Creekside

Farms on the Maniototo Plains near

Ranfurly. They undertook a significant

farm development, which includes

irrigation, to ensure their 2,000 hectare

sheep and beef operation is drought

resistant.

The farm primarily runs Perendale sheep

including 10,500 breeding ewes, 2,000

ewe hoggets and 120 rams. In addition

they run 1,000 Merino wethers, winter

1,000 cattle and graze 800 dairy cows.

Adam Lindsay said, “When we took over

the property in 2011 it had an irrigation

system but it only covered 65 hectares

(ha). The Maniototo Plains is prone to

dry, hot summers and we needed to be

more drought tolerant. We manage our

farm inputs carefully, with one of those

being water supply.

“We took advantage of the natural

contours of the farm when planning

the development which took five years

to complete. We put in place a storage

pond which has a capacity of up to 1.5

million cubic metres and installed four

additional pivots – with the six pivots

now providing coverage of 520ha.

“We have water rights to draw from the

Kyeburn River, which runs alongside the

eastern boundary of the farm, and is

pumped to the top of the hill to fill the

pond over a six month period. The water

is gravity fed to the irrigation system

during the summer months.

“We undertook the development so that

we can make operational decisions on

our terms and not be constrained due to

adverse weather conditions.

“In March last year we bought in 2,000

trading cattle through the Go Beef

scheme. Our Livestock Agent Ryan

suggested the scheme, and it was a

facility that met our needs at the time.

This enabled us to hold the cattle

through to spring (selling 1,000 through

an on-farm sale in October 2017) and we

finished the remaining cattle and sent

them off in July 2018.” said Adam.

PGG Wrightson Senior Livestock Agent

Ryan Dowling has worked with Adam

and Juls since they moved to the

Maniototo Plains in 2011.

Ryan said, “Adam is a progressive farmer

and is always looking ahead to make

productivity gains. Signing up to Go Beef

was the right option for their farming

operation last year and it worked well

for them, but next year it might be

procuring trading lambs to hold over

the winter months. We work closely

to ensure that every livestock trading

opportunity is considered so they can

make the most of any opportunities

that arise.

“Their farm development has provided

them with flexibility. It means that they

can buy and sell stock when it suits them

and they are often able to sell stock at

a premium rather than due to weather

conditions.

“They are well respected in the farming

community. It is great to work with a

farmer who knows the sheep and beef

market well. Adam and operators like

him are the future of New Zealand

farming,” said Ryan.

Adam adds, “We have worked with

Ryan for a while now and he knows our

operation and is always looking out for

opportunities for us. It works well.

“Our aim is to run a business that is

profitable and sustainable. We fine tune

how we do things, for example, lifting

the lamb and beef weights year-on-year.

There is always something we can do

better.

“We try and do everything to our

best ability and be proactive. We plan

well ahead and work backwards. Our

approach is we can control what

happens on farm, but we can’t control

external factors such as the lamb

schedule and the weather.

“We farm for a drought. When we have

favourable weather conditions, we

have a good year. Last year for example,

because of the irrigation, we were

able to get through the drought and

hold stock through until it rained. This

meant we didn’t have to store stock. We

have good access to water now, so we

will continue to build up capital stock

numbers and seek improvements across

our business,” said Adam.

PGG Wrightson Senior Livestock Agent Ryan

Dowling views Creekside Farms’ storage

pond with Adam and Juls Lindsay, along with

Sarge, in the Maniototo Plains in July 2018

Working with PGW

PGG Wrightson Senior Livestock

Agent Ryan Dowling joined the

company in 2001 and services

the Maniototo Plains area in

Central Otago. While the area is

largely sheep and beef farming

operations, about a third of Ryan’s

customers are dairy farmers.

Along with Ryan, the Lindsay

family also work with the PGW

Wool and Water teams.

AGENCY GROUP

Our crop monitoring team
specialises in early detection

A specialised team within

Fruitfed was established

in Hawke’s Bay in 1998 to

provide crop monitoring

services to horticulturists in

the region.

This well-respected business unit, led by

Hawke’s Bay based Fruitfed Crop Monitoring

Manager Jimmy Bowden, has grown to a team

of eight who co-ordinate crop monitoring

needed. The Scouts often return year

after year, so they build a relationship and

knowledge of a customer’s operation

which is highly valued by both parties.

“Our Scouts play a key role in assisting in

the early detection of pest and disease, in

fact many customers contract us to take

care of this for them. The Scout provides

the customer with a verbal briefing at the

time of their visit which is followed up

with a report of their findings. The report

is distributed to key team members at

Fruitfed, including the assigned Technical

Field Representative. This builds up the

wider Fruitfed team’s knowledge of what

is happening around the country during

key growing times which we can share

with other customers on an anonymised

basis.

“New Zealand is recognised

internationally as an innovative producer

of high-quality wine, vegetables and

fruit. Our team prides itself on assisting

customers in maintaining their high-

quality production which in turn protects

their brand and reputation,” said Jimmy.

One member of the crop monitoring

team who has been working alongside

customers for over ten years is Crop

Monitoring Co-ordinator Rena Mehrtens.

Rena, who joined Fruitfed in 2008,

manages the Scouts in Hawke’s Bay,

Manawatu, Nelson and Marlborough.

Rena said, “I have seen the focus on

traceability and quality assurance

increase significantly in the horticulture

industry over the last decade. One aspect

of this is a move toward early detection

to reduce the requirement for application

of spray on crops. Our crop monitoring

services support our customers with this

approach.

“Indevin have utilised our crop

monitoring services for seven years at

their Gisborne and Hawke’s Bay vineyards

(and more recently in Marlborough).

"Each year in September I meet with

Bryce MacKenzie of Indevin to plan for

the season ahead and the monitoring

programme runs from October through

to April. They have a great team and over

the years we have learned a lot about

how they operate. It works well,” said

Rena.

Indevin’s Hawke’s Bay Viticulture Manager

Bryce MacKenzie said, “We used to do

the crop monitoring ourselves, but in

2011 we decided to hand the job over to

Fruitfed. We run a pretty lean operation

here and it is great to have that aspect of

our business taken care of. Early detection

of pest and disease in our grapes is

critical to our production programme –

the earlier we catch it the better. Rena

and her team of Scouts take this worry

away from us. They are a great team to

work with and they know their stuff. Rena

lets us know if there are issues elsewhere

in the region so our team can look out for

them between monitoring visits.”

teams at key vegetable, fruit and wine

growing areas around the country.

Jimmy said, “Since we established the

crop monitoring team 20 years ago it

has gone from strength to strength. Co-

ordinators are now based in key growing

areas around the country with the focus

of the monitoring work specialised in

each area, for example vegetables in

Pukehoke and grapes in Marlborough.

“The Crop Monitoring Co-ordinators

work with customers to plan their

requirements, then recruit Crop

Monitoring Scouts from the region as

24

| PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 25

Indevin’s Hawke’s Bay Viticulture

Manager Bryce MacKenzie inspects

grapes with Fruitfed Crop Monitoring

Manager Jimmy Bowden and Co-

ordinator Rena Mehrtens in Hawke’s

Bay in March 2018 prior to harvesting

Indevin

Indevin was founded in

Marlborough in 2003. It is one

of New Zealand’s largest wine

producers which owns and

operates winery infrastructure.

Indevin owns (and manages

on behalf of their customers)

vineyards in Marlborough,

Gisborne, the Hawke’s Bay and

Central Otago. Along with their

contract winemaking customers,

Indevin produces over 50,000

tonnes of grapes annually. This

production footprint continues

to grow with the acquisition and

lease of several new vineyards or

plantable sites each year.

RETAIL AND WATER GROUP

Agricom (a trading
division of PGG

Wrightson Seeds

Limited) researches,

develops and markets

a wide range of

proprietary pasture and

forage crop seeds to the

agricultural industry.

The proprietary seed company takes a

team approach to research involving

employees, customers and key industry

stakeholders. This collaborative approach

has recently discovered that a plant,

once considered a weed, has valuable

nitrogen mitigation properties.

The research team discovered that

specific cultivars of plantain have the

ability to significantly reduce nitrogen

leaching from the urine patch. The

plantain which began life as a common

flat weed (Plantago lanceloata) has

been bred and commercialised into

a successful forage cultivar by the

Agricom team.

Commencing in 2015, with Callaghan

Innovation funding, Agricom developed

the Greener Pastures Project (GPP),

which combines research and expertise

from Massey and Lincoln Universities

and Plant & Food Research. In parallel

with the DairyNZ-led Forages for

Reduced Nitrate Leaching programme,

the GPP has a series of peer-reviewed

scientific papers that support the use of

Ecotain® environmental plantain.

Agricom’s Science Lead Dr Glenn Judson

said, “The development of Ecotain® has

been a team effort over a long period of

time so everyone involved is delighted

with how well it has been received by

industry stakeholders and farmers alike.

“New Zealand farmers have been using

plantain as a forage product for many

years. The first of the plantain cultivars

we launched to the market 22 years ago.

However, more recently we discovered

their role in reducing the environmental

impact of livestock.

“Depending on the factors at play on

farm and the extent to which Ecotain®

is used, the reduction in nitrogen

leaching can be significant. In one of

the research programmes there was a

reduction in leaching of as much as 89

percent from the urine patch. The ability

to do this is increasingly important

now that New Zealand’s national dairy

herd has reached over 4.8 million and

there is a real focus on environmentally

sustainable farming practices.

“A cow grazes across a large area of

pasture, about 140 square metres

per day. When they urinate, they’re

depositing a high concentration of

nitrogen into a very small area compared

to the size they were grazing, and that

small area is the urine patch.

“The plants and soil surrounding the

urine patch can’t absorb all that nitrogen,

so it’s easily leached away below the

root zone and also into the water table.

Research is showing us that controlling

the nitrogen in the urine patch is the

most practical way of reducing nitrogen

leaching on farm.

Glenn concluded, “We are not done yet.

The research will continue to evolve,

and we are now looking at system-

wide studies to see how we can further

reduce nitrogen leaching on farm. With

the assistance of farmers and industry

stakeholders I am confident we can

improve the strong results we are

achieving now.”

26

| PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 27

Science Lead for the Greener Pastures Project

within Agricom, Dr Glenn Judson inspects

Ecotain® pasture on a farm in Lincoln,

Canterbury in November 2017

SEED AND GRAIN GROUP

Research team discovers

‘weed’ has valuable nitrogen

mitigation properties

Agricom team recognised

Agricom’s Ecotain® was recognised

at the Fieldays Innovation

Award event in June 2018. The

Agricom team were presented

with the Fieldays Launch New

Zealand Award which recognised

agribusiness products being

launched to the New Zealand

market that will shape farming

practices and the future of New

Zealand primary industries.

Ecotain®

Marketed under the brand

Ecotain® environmental plantain

specic cultivars of plantain

reduce nitrogen leaching from

the urine patch in four ways:

I. it increases the volume of

cows’ urine which dilutes the

concentration of nitrogen,

II. it reduces the total amount of

nitrogen in animals’ urine,

III. it delays the process of

turning ammonium into

nitrate in the urine patch, and

IV. it restricts the accumulation

of nitrate.

28 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 29

The agreement arose from

the strategic review conducted

by PGW in recent months.

The agreement represents

a transaction that would

deliver significant value to

PGW while also enabling the

PGW Seeds business to benefit

immensely from being part

of an impressive global seeds

operation.




Trevor Burt, Deputy Chairman


It is important to remember that PGW has the strongest

nationwide rural services offering in New Zealand,

covering the length of the country. A sale of the PGW Seeds

business will not change that – in fact, it remains business

as usual for PGW and its customers.



Ian Glasson, Chief Executive Officer

About DLF Seeds

DLF Seeds is a Denmark based global

seeds group which was established

in 1872.

Key facts:

Owned by DLF Seeds AmbA,

a cooperative owned by

approximately 3,000 Danish seed

growers.

Operates within forage and turf

seed, sugar and fodder beet seed,

seed potatoes and multiplication

of vegetable seed, and is active in

more than 80 countries.

It is vertically integrated operations

(in research, production and sales)

have 1,200 employees, 14 percent

of which are involved in research

and development.

A major player in the Northern

Hemisphere market but currently

has a smaller presence in the New

Zealand, Australian and South

American markets.

Key figures as of 2016/2017

in Danish Krone DKK) (1 DKK = $0.23NZ):

Revenue: 3,527 DKK Million (NZ$814

million)

Prot before net nancials: 225 DKK

Million (NZ$52 million)

Prot after tax: 161 DKK Million

(NZ$37 million)

On 4 August 2018 PGW entered into a conditional agreement to sell the PGG

Wrightson Seeds Holdings Limited (PGW Seeds) business for NZ$421 million to

DLF Seeds A/S (DLF Seeds), a leading global seeds group based in Denmark.

This transaction would deliver significant value to PGW while also enabling the

PGW Seeds business to benefit significantly from being part of a global seeds

operation.

The agreement provides for an ongoing close working relationship between

PGW and PGW Seeds.

Sale of

PGW SEEDS


The PGW Retail business sees the PGW Seeds

business as a significant partner with us in our focus

on the technical agronomy offering we have with our

customers. The relationship is strong between the

businesses and in considering the transaction with

DLF we believe that a different ownership structure

will not materially change the relationship that works

well and adds value to both businesses.




Stephen Guerin, Group General Manager Retail and Water

Significant commercial opportunities

This transaction follows the continuing trend of consolidation in the international

seeds industry and there are clear benefits that arise for both PGW and PGW

Seeds.

Ownership of PGW Seeds by DLF Seeds would expand the opportunities to

commercialise the intellectual property of the collective businesses.

DLF Seeds has a strong northern hemisphere presence and PGW Seeds has a

strong southern hemisphere market presence. The opportunities arising from the

synergy of market coverage, intellectual property and operations are significant.

DLF Seeds’ global presence would open up new markets and geographies,

increasing royalties coming into New Zealand, and also demonstrate the benefits

of the research and development focus of PGW Seeds’ business.

The agreement provides for an ongoing close working relationship between

PGW and PGW Seeds. A distribution agreement allows for ‘business as usual’ for

PGW operational staff across all parts of the Group. Our customers would see

no change in the way we work together to support their farming operations. In

addition, the PGW Seeds brand will remain.

Intellectual property

PGW Seeds has joint ventures with a range of research and development

partners who share or licence intellectual property with PGW Seeds. PGW Seeds

joint venture partners include: Grasslands Innovation, Endophyte Innovation and

Forage Innovations.

Should the sale of PGW Seeds be approved, the royalties from these joint

ventures will continue to flow back to New Zealand. An example of this is

Pallaton Raphno®, a raphanobrassica developed in New Zealand by PGW Seeds,

now sold in Australia. This cultivar has sales attracting royalties which are returned

to New Zealand by PGW Seeds and our joint venture partner Forage Innovations.

Next steps

The transaction remains subject to a number of conditions precedent and

both PGW and DLF Seeds are diligently working towards satisfying these

conditions.

Assuming the conditions are satisfied and the transaction is completed, the

significant cash contribution creates options for the PGW Board to consider

as part of its ongoing strategic review. These include growth options as well

as the optimal structure for what already is a strong rural services business.

The PGW Board will continue to work with Credit Suisse (Australia) Ltd and

First NZ Capital Ltd on the strategic review to explore options for PGW’s

business, growth opportunities, capital and balance sheet requirements and

potentially shareholding structure.

Meanwhile it is business as usual for PGW and its customers.

Quartz White Clover flowering at

Wexford Farming Co. near Rakaia in

December 2017

30 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 31
Fairlie Primary School pupils receive their

Cash for Communities gift in March 2018

IHC Calves waiting for the sale to begin at

Frankton Salesyards in November 2017

Wool handler Joel Henare at the

Golden Shears in March 2018

PGW Livestock National Video Sale in May 2018PGW marquee at New Zealand Agricultural Fieldays in June 2018

Sustainability

PGW is committed to protecting our natural environment for future generations.

IHC Calf and Rural

Scheme

PGW Livestock have been

working alongside IHC for over

30 years to deliver the IHC

Calf and Rural Scheme. The

Scheme provides funds which

allow IHC to deliver services

to people with intellectual

disabilities and their families

by facilitating donations from

farmers throughout New

Zealand. During calf season

last year 2,574 farmers donated

3,222 calves (along with virtual

and cash donations) and raised

$1.45 million. Due to the risk

of the program spreading

Mycoplasma bovis, and

following discussions with the

Ministry for Primary Industries,

in early July 2018 IHC made the

difficult decision that their 2019

fundraising program would no

longer pick up calves and hold

IHC calf day sales, and instead

asked farmers to either donate

a ‘virtual calf ’ or organise

to get their IHC calf to sale

themselves.

Cash for Communities

The ‘Cash for Communities’

programme is run by PGW

and Ballance Agri-Nutrients

and to date has raised over

$482,000 for rural communities

throughout New Zealand.

For every tonne of qualifying

Ballance Agri-Nutrients fertiliser

purchased by PGW customers

who have registered for the

programme, PGW donated $1

to the customers' choice of

community programmes.

The eighth season of the

programme ran in spring

2017 and over 500 farmers

throughout New Zealand

registered a community

organisation of their choice.

Last season saw over $27,000

raised for community

organisations.

One of the recipients of

this year’s programme was

Fairlie Primary School in the

Mackenzie Country (pictured)

which also won three iPads

for being the school with

the most nominations in the

South Island.

Supporting the

Horticulture Sector

Fruitfed Supplies has a long

association with programmes

that recognise innovation,

emerging leaders and

excellence in the industry –

including Young Horticulturalist

of the Year, Young Grower of

the Year, Young Viticulturist of

the Year and the New Zealand

Wine of the Year™ Awards.

PGG Wrightson

IN THE

COMMUNITY

Supporting industry events, A&P Shows and regional eld days

PGW has over 175 years of being part

of and supporting rural communities –

with our employees living and working

alongside our customers. Through that

rural community spirit, PGW supports a

range of community and industry events

throughout New Zealand.

This means balancing issues of environmental, social,

cultural and economic sustainability to make a valuable

contribution to the future of our country, our communities

and the rural business sectors we operate in.

Many of our activities are designed to meet the demand

for more sustainable farming practices. One example is our

focus on assisting customers manage their use of plastic

and other recyclables at the farm gate.

In recent years PGW has implemented a recycling process for

cardboard and paper in all 97 PGG Wrightson and Fruitfed

Supplies stores, as well as a number of sites offering drop-off

points for empty triple rinsed plastic containers.

As part of the initiative to help our customers clear

more waste, we also provide logistical support to leading

product stewardship programme Agrecovery, which collects

and recycles more than 300 tonnes of plastic from farmers

and growers every year.

PGG Wrightson Wool

National Shearing Circuit

PGG Wrightson Wool is proud

to support our country’s

shearers through the PGG

Wrightson Wool National

Shearing Circuit sponsorship.

The PGG Wrightson Wool

National Shearing Circuit is

a prestigious competition

celebrating excellence in the

skill of shearing. It gives up-

and-comers the opportunity

to mix with professionals, and

provides rural New Zealand

the chance to see the sport

in action. The competition

is made up of five heats

held across New Zealand

between October and March,

with the final held at Golden

Shears in Masterton in March

each year.

A&P Shows, regional field

days and New Zealand

Agricultural Fieldays

Agricultural and pastoral

shows (A&P), regional field

days and New Zealand

Agricultural Fieldays are

well-attended events in the

rural calendar. PGW is very

proud to be involved in these

events, which bring the local

rural community together

and provide PGW with the

opportunity to acknowledge

the ongoing support of our

customers and to showcase

the latest in farming

technology and product

innovation.

Supporting Māori

Excellence in Farming

The Ahuwhenua Trophy Te

Puni Kōkiri Excellence in

Māori Farming Award, which

PGW is proud to support,

has a prestigious history

dating back to 1932. The

competition is held annually,

alternating between dairy,

and sheep and beef. Onuku

Māori Lands Trust in Rotorua

was the winner of the 2018

Ahuwhenua Trophy for dairy.

National Livestock

Video Sale

PGW Livestock supports the

National Video Sale which

was held in Feilding in May

2018. This annual event

(formerly known as the Beef

Expo) which features the best

of a number of breeds from

throughout New Zealand

updated its format this year.

The move to a video-based

sale format resulted in a

standing room only event at

a Palmerston North venue as

about 60 Angus, Hereford and

Shorthorn bulls were sold.

Steak of Origin

PGW Livestock is proud to

support this prestigious

annual event, which

celebrates the best of New

Zealand beef producers, offers

people an insight into how

genetics can improve eating

quality, increase retail beef

yield, or improve maternal

traits.

The 2018 Steak of Origin

competition saw PGW show

their support as the naming

rights sponsor, with the

grand final judging held in

the PGW tent at New Zealand

Agricultural Fieldays. A panel

of four chef judges and one

steak connoisseur, judged the

final steaks to determine the

2018 Grand Champion and

2018 Brand Champion.

PGG Wrightson Livestock Agent Dave Lilley
inspects Limehills’ sire bulls with Gray Pannett

in Millers Flat, Central Otago in May 2018

32 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 33

for the year ended 30 June 2018

Key

Financial

Disclosures

KEY FINANCIAL DISCLOSURES
PGG WRIGHTSON LIMITED

STATEMENT OF PROFIT OR LOSS

For the year ended 30 June 2018

34 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 35

PGG WRIGHTSON LIMITED

DIRECTORS’ RESPONSIBILITY STATEMENT

FOR THE YEAR ENDED 30 JUNE 2018

The Directors are responsible for ensuring that the financial statements give a true and fair view of the financial

position of the Group as at 30 June 2018 and the financial performance and cash flows for the year ended on

that date.

The Directors consider that the financial statements of the Group have been prepared using appropriate

accounting policies, consistently applied and supported by reasonable judgements and estimates and that all of

the relevant financial reporting and accounting standards have been followed.

The Directors believe that proper accounting records have been kept which enable, with reasonable accuracy,

the determination of the financial position of the Group and facilitate compliance of the financial statements

with the Financial Reporting Act 2013 and the Financial Markets Conduct Act 2013.

The Directors are pleased to present the financial statements for PGG Wrightson Limited and its controlled

entities (together the “Group” ) set out on pages 35 to 80 for the year ended 30 June 2018.

The financial statements contained on pages 35 to 80 have been authorised for issue on 13 August 2018.

For and on behalf of the Board.

Alan Lai Bruce Irvine

Chairman Director and Audit Committee Chairman

2018 2017

NOTE $000 $000

Continuing operations

Operating revenue 2 1,193,462 1,132,963

Cost of sales 3 (847,328) (804,317)

Gross profit 346,134 328,646

Other income 221 388

Employee benefits expense (165,809) (160,851)

Research and development (4,778) (4,542)

Other operating expenses 4 (103,709) (99,268)

Equity accounted earnings of investees 5 (1,885) 126

Operating EBITDA

70,174 64,499

Non-operating items (80) 7,148

Holidays Act 2003 remediation costs 20 (8,226) –

Fair value adjustments 6 (3,877) 1,953

Depreciation and amortisation expense (12,974) (10,733)

EBIT

45,017 62,867

Net interest and finance costs 7 (14,162) (6,158)

Profit from continuing operations before income taxes 30,855 56,709

Income tax expense 8 (12,460) (10,428)

Profit from continuing operations 18,395 46,281

Discontinued operations

Profit from discontinued operations (net of income taxes) 9 492 30

Net profit after tax 18,887 46,311

Profit attributable to:

Shareholders of the Company 17,964 45,607

Non-controlling interest 923 704

Net profit after tax 18,887 46,311

Earnings per share

Basic earnings per share (New Zealand Dollars) 10 0.025 0.061

Continuing operations

Basic earnings per share (New Zealand Dollars) 0.024 0.061

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

KEY FINANCIAL DISCLOSURES
36 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 37

PGG WRIGHTSON LIMITED

SEGMENT REPORT

For the year ended / as at 30 June 2018

(a) Operating Segments

The Group has three primary operating segments: Agency, Retail and

Water and Seed and Grain which are the Group’s strategic divisions.

Agency and Retail and Water operate within New Zealand. Seed and

Grain primarily operates within New Zealand with additional operations

in Australia and South America.

The three operating segments offer different products and services,

and are managed separately because they require different skills,

technology and marketing strategies. There is also a Group General

Manager for each segment. Within each segment, further business unit

analysis may be provided to management where there are significant

differences in the nature of activities. The Chief Executive Officer or

Chairman of the Board reviews internal management reports on each

strategic business unit on at least a monthly basis.

– Agency. Includes rural Livestock trading activities, Export

Livestock, Wool, Insurance, Real Estate and Finance Commission.

– Retail and Water. Includes the Rural Supplies and Fruitfed retail

operations, PGG Wrightson Water, AgNZ (Consulting), Agritrade

and ancillary sales support, supply chain and marketing functions.

– Seed and Grain. Includes Australasia Seed (New Zealand and

Australian manufacturing and distribution of forage seed and

turf ), Grain (sale of cereal seed and grain trading), South America

(various related activities in the developing seeds markets

including the sale of pasture and crop seed and farm inputs,

together with operations in the areas of livestock, real estate and

irrigation), and other Seed and Grain (research and development,

international, production and corporate seeds).

– Other. Other non-segmented amounts relate to certain

Group Corporate activities including Finance, Treasury, HR and

other support services including corporate property services,

adjustments for discontinued operations (PGW Rural Capital

Limited) and consolidation/elimination adjustments.

Assets allocated to each business unit combine to form total assets for

the Agency, Retail and Water and Seed and Grain business segments.

Certain other assets are held at a Corporate level including those for

the Corporate functions noted above.

”Other” cost allocation

The Group applies an allocation methodology which allocates certain

corporate costs where they can be directly attributed to an operating

segment or attributed based on the use of the following methods:

– IT hardware, support, licence and other costs attributed based on a

per user basis.

– Property costs allocated, where not directly attributable, on a

property space utilisation basis.

– Business operations costs (Accounts Payable, Accounts Receivable,

Credit Services, Call Centre) allocated based on FTE usage by

each operating segment, transactional volumes. Credit services

are allocated based on the operating segment to which overdue

accounts relate to.

The Group Finance, Risk and Assurance, Treasury, HR, Credit and the

Executive Team functions continue to be reported outside of the

operating segments.

Other costs including non-operating items, fair value adjustments,

net interest and finance costs, income tax expense as well as the

reporting of discontinued operations are not fully allocated by the

Group. Accordingly, these items have not been fully allocated across

the operating segments.

(b) Geographical Segment Information

The Group operates predominantly in New Zealand with some

operations in Australia and South America.

The Australian and South American business units facilitate the export

sales and services of New Zealand operations in addition to their own

seed trading operations. Inter-segment pricing is determined on an

arm’s length basis.

In presenting information on the basis of geographical segments,

segment revenue is based on the geographical location of operations

and segment assets are based on the geographical location of the

assets.

2018 2017

$000 $000

Revenue derived from outside the Group

New Zealand 1,005,402 954,330

Australia 76,024 79,161

South America 112,036 99,472

Total revenue derived from outside the Group

1,193,462 1,132,963

Non-current assets excluding financial instruments and deferred tax

New Zealand 90,512 85,756

Australia 15,317 14,638

South America 45,731 47,131

Total non-current assets excluding financial instruments and deferred tax

151,560 147,525

PGG WRIGHTSON LIMITED

STATEMENT OF OTHER COMPREHENSIVE INCOME

For the year ended 30 June 2018

2018 2017

NOTE $000 $000

Net profit after tax 18,887 46,311

Other comprehensive income/(loss) for the period

Items that will never be reclassified to profit or loss

Changes in fair value of equity instruments – 240

Remeasurements of defined benefit liability 21 2,746 3,121

Deferred tax on remeasurements of defined benefit liability 8 (961) (2,389)

1,785 972

Items that are or may be reclassified to profit or loss

Foreign currency translation differences for foreign operations 6,408 (1,169)

Effective portion of changes in fair value of cash flow hedges – (2,039)

Income/deferred tax on changes in fair value of cash flow hedges 8 – 571

6,408 (2,637)

Other comprehensive income/(loss) for the period, net of income tax 8,193 (1,665)

Total comprehensive income for the period 27,080 44,646

Total comprehensive income/(loss) attributable to:

Shareholders of the Company 26,307 43,579

Non-controlling interest 773 1,067

Total comprehensive income for the period 27,080 44,646

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

KEY FINANCIAL DISCLOSURES
38 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 39

PGG WRIGHTSON LIMITED

SEGMENT REPORT CONTINUED

For the year ended / as at 30 June 2018

(c) Operating Segment Information

AGENCY RETAIL AND WATER SEED AND GRAIN OTHER TOTA L

2018 2017 2018 2017 2018 2017 2018 2017 2018 2017

$000 $000 $000 $000 $000 $000 $000 $000 $000 $000

Total segment revenue 200,574 197,098 606,176 562,162 449,495 428,711 749 1,040 1,256,994 1,189,012

Intrasegment revenue – – – – (63,532) (56,049) – – (63,532) (56,049)

Total external operating revenues 200,574 197,098 606,176 562,162 385,963 372,662 749 1,040 1,193,462 1,132,963

Operating EBITDA 20,112 17,996 23,810 18,295 35,607 37,045 (9,355) (8,836) 70,174 64,499

Non–operating items 688 3,275 590 (12) (217) 5,231 (1,141) (1,347) (80) 7,148

Holidays Act 2003 remediation costs (2,441) - (3,422) - (1,066) – (1,297) – (8,226) –

Fair value adjustments (1,087) 26 - - (2,790) 2,049 – (121) (3,877) 1,953

Depreciation and amortisation expense (1,086) (1,130) (3,097) (1,737) (6,056) (5,517) (2,735) (2,349) (12,974) (10,733)

EBIT 16,186 20,167 17,881 16,546 25,478 38,807 (14,528) (12,654) 45,017 62,866

Net interest and finance costs (1,388) 472 385 272 (7,261) (4,127) (5,898) (2,774) (14,162) (6,158)

Profit/(loss) from continuing operations before income taxes 14,798 20,639 18,266 16,819 18,217 34,680 (20,426) (15,428) 30,855 56,709

Income tax (expense) / income (4,366) (4,171) (4,680) (5,253) (8,878) (7,513) 5,464 6,509 (12,460) (10,428)

Profit/(loss) from continuing operations 10,432 16,468 13,586 11,566 9,339 27,166 (14,962) (8,918) 18,395 46,281

Discontinued operations – – – – – – 492 30 492 30

Net profit after tax 10,432 16,468 13,586 11,566 9,339 27,166 (14,470) (8,888) 18,887 46,311


Segment assets 161,378 145,410 149,107 137,081 412,673 367,754 18,529 27,704 741,687 677,949

Investment in equity accounted investees – – – – 14,264 20,892 59 81 14,323 20,973

Assets held for sale – 37 218 500 – – 2,398 2,690 2,616 3,227

Total segment assets 161,378 145,447 149,325 137,581 426,937 388,646 20,986 30,475 758,626 702,149

Total segment liabilities (87,182) (71,296) (82,109) (72,117) (164,144) (187,209) (137,729) (81,816) (471,164) (412,437)

Capital expenditure 3,212 1,743 9,689 5,238 13,204 11,901 3,326 1,901 29,431 20,783

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

KEY FINANCIAL DISCLOSURES
40 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 41

PGG WRIGHTSON LIMITED

RECONCILIATION OF PROFIT AFTER TAX

WITH NET CASH FLOW FROM OPERATING ACTIVITIES

For the year ended 30 June 2018

2018 2017

$000 $000

Net profit after tax 18,887 46,311

Add/(deduct) non-cash/non operating items:

Depreciation, amortisation and impairment 12,974 10,733

Fair value adjustments 3,877 (1,953)

Net (profit)/loss on sale of assets/investments (1,746) (9,630)

Bad debts written off (net) 429 1,244

Change in deferred taxation (1,114) (811)

Earnings from equity accounted investees 1,885 (126)

Discontinued operations (492) (30)

Defined benefit expense 142 649

Effect of foreign exchange movements 3,618 (197)

Pension contributions (operating cash) not expensed through profit and loss (2,842) (7,551)

Other non-cash/non-operating items (1,999) 1,339

33,619 39,978

Add/(deduct) movement in working capital items:

Change in working capital due to sale/purchase of businesses (2,683) (3,378)

Change in inventories and biological assets (7,374) (11,208)

Change in accounts receivable and prepayments (45,081) (12,364)

Change in trade creditors, provisions and accruals 19,360 5,856

Change in income tax payable/receivable 3,326 2,156

Change in other current assets/liabilities 4,599 (572)

(27,853) (19,510)

Net cash flow from operating activities 5,766 20,468

The accompanying notes form an integral part of these financial statements

PGG WRIGHTSON LIMITED

STATEMENT OF CASH FLOWS

For the year ended 30 June 2018

2018 2017

NOTE $000 $000

Cash flows from operating activities

Cash was provided from:

Receipts from customers 1,214,939 1,201,273

Dividends received 3 10

Interest received 5,225 3,318

1,220,167 1,204,601

Cash was applied to:

Payments to suppliers and employees (1,190,563) (1,159,853)

Lump sum contributions to defined benefit plans (ESCT inclusive) (2,842) (7,551)

Interest paid (8,550) (6,321)

Income tax paid (12,446) (10,408)

(1,214,401) (1,184,133)

Net cash flow from operating activities 5,766 20,468

Cash flows from investing activities

Cash was provided from:

Proceeds from sale of property, plant and equipment and assets held for sale 3,407 22,352

Net proceeds from sale of investments 111 4,424

3,518 26,776

Cash was applied to:

Purchase of property, plant and equipment (15,183) (12,803)

Purchase of intangibles (7,974) (4,307)

Net cash paid for purchase of investments (1,215) (2,773)

(24,372) (19,883)

Net cash flow from investing activities (20,854) 6,893

Cash flows from financing activities

Cash was provided from:

Increase in external borrowings and bank overdraft 42,499 3,715

Repayment of loans by related parties 3,441 –

45,940 3,715

Cash was applied to:

Dividends paid to shareholders (28,570) (28,588)

Dividends paid to minority interests (759) (646)

(29,329) (29,234)

Net cash flow from financing activities 16,611 (25,519)

Net increase/(decrease) in cash held 1,523 1,842

Opening cash 9,403 7,561

Cash and cash equivalents 11 10,926 9,403

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

KEY FINANCIAL DISCLOSURES
ANNUAL REPORT 2018 | 4342 | PGG WRIGHTSON LIMITED

Additional Financial Disclosures

including Notes to the Financial Statements

for the year ended 30 June 2018

PGG WRIGHTSON LIMITED

STATEMENT OF FINANCIAL POSITION

As at 30 June 2018

2018 2017

NOTE $000 $000

ASSETS

Current

Cash and cash equivalents 11 10,926 9,403

Short-term derivative assets 12 827 3,528

Trade and other receivables 14 267,627 230,022

Finance receivables 733 –

Go livestock receivables 13 39,419 32,371

Assets classified as held for sale 2,615 3,227

Biological assets 911 1,553

Inventories 15 262,538 253,600

Other investments 17 30 3,441

Intangible assets 18 2,641 –

Total current assets 588,267 537,145

Non-current

Long-term derivative assets 12 20 427

Biological assets – 58

Deferred tax asset 8 16,259 15,145

Investments in equity accounted investees 5 14,323 20,973

Other investments 17 2,520 1,906

Intangible assets 18 13,017 9,129

Property, plant and equipment 19 124,220 117,365

Total non-current assets 170,359 165,003

Total assets

758,626 702,148

LIABILITIES

Current

Debt due within one year 11 30,806 26,719

Short-term derivative liabilities 12 3,645 991

Accounts payable and accruals 20 267,096 248,290

Income tax payable 6,751 4,115

Defined benefit liability 21 905 942

Total current liabilities 309,203 281,057

Non-current

Long-term debt 11 149,205 110,925

Long-term derivative liabilities 12 966 661

Other long-term provisions 20 2,121 4,909

Defined benefit liability 21 9,669 14,885

Total non-current liabilities 161,961 131,380

Total liabilities

471,164 412,437

EQUITY

Share capital 31 606,324 606,324

Reserves 31 8,647 (2,956)

Retained earnings 31 (329,987) (316,121)

Total equity attributable to shareholders of the Company 284,984 287,247

Non-controlling interest 2,478 2,464

Total equity

287,462 289,711

Total liabilities and equity 758,626 702,148

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

Winter lettuces being grown by

Scotfresh near the Conway River,

North Canterbury in May 2018

44 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 45
PGG WRIGHTSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2018

ADDITIONAL FINANCIAL DISCLOSURES

2 OPERATING REVENUE

CONTINUING OPERATIONS

2018 2017

$000 $000

Sales 1,048,007 994,024

Commissions 110,852 108,205

Construction contract revenue 29,627 27,627

Interest revenue on Go livestock product receivables 3,397 1,674

Debtor interest charges 1,579 1,433

Total operating revenue 1,193,462 1,132,963

Income Recognition Accounting Policies

Recognition of Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably

measured. The following specific recognition criteria must also be met before revenue is recognised.

Sales Revenue

Sales revenue comprises the sale value of transactions where the Group acts as a principal.

Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns and allowances,

trade discounts and volume rebates. Revenue is recognised when the significant risks and rewards of ownership have been transferred to

the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there

is no continuing management involvement with the goods.

Commission Revenue

Commission revenue comprises commission for transactions where the Group acts as an agent.

For agency commissions the Group does not take inventory risk or title for inventories, or for the Group’s Livestock and Real Estate

businesses biological assets and properties respectively. The Group also generates commissions from the successful referral of clients to

unrelated lending and insurance partners.

Interest and Similar Income and Expense

For all financial instruments measured at amortised cost, interest income or expense is recorded at the effective interest rate, which is the

rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument or a shorter

period, where appropriate, to the net carrying amount of the financial asset or financial liability. The calculation takes into account all

contractual terms of the financial instrument (for example, prepayment options) and includes any fees or incremental costs that are directly

attributable to the instrument and are an integral part of the effective interest rate, but not future credit losses.

Once the recorded value of a financial asset or a group of similar financial assets has been reduced due to an impairment loss, interest

income continues to be recognised using the original effective interest rate applied to the new carrying amount.

The Group recognises interest revenue, management fees, and establishment fees on an accruals basis when the services are rendered

using the effective interest rate method.

Fee Income from Providing Transaction Services

Fees arising from negotiating or participating in the negotiation of a transaction for a third party are recognised on completion of

the underlying transactions. Fees or components of the fees that are linked to certain performance are recognised after fulfilling the

corresponding criteria.

1 EVENT SUBSEQUENT TO BALANCE DATE

Agreement for sale of PGG Wrightson Seeds Holdings Limited

The Group announced in October 2017 that it had appointed Credit Suisse (Australia) Ltd and First NZ Capital Ltd as financial advisors to assist with

a strategic review of PGW’s business, its growth opportunities, capital and balance sheet requirements, and potentially shareholding structure.

Further to this review, on 6 August 2018 the Group announced that it had signed a sale and purchase agreement for the sale of its subsidiary PGG

Wrightson Seeds Holdings Limited (PGW Seeds). The agreement represents the sale of the Group’s Seed and Grain operating segment. The sale

price is approximately $421 million subject to various adjustments until settlement. The sale is conditional on various approvals including:

– PGW shareholder approval of a major transaction at a shareholders meeting.

– New Zealand Overseas Investment Act approval.

– New Zealand Commerce Commission clearance, Australian Competition and Consumer Commission approval and receipt of applicable

regulatory approvals in South America.

– Change of control consents from several of PGW Seeds’ joint venture partners.

– PGW banking syndicate consent.

Based on the initial sale price an estimated capital gain is expected to be recognised by the Group of approximately $136 million. This estimated

capital gain is subject to any further adjustments to the sale price until settlement, less transaction/disposal costs, and is subject to any reversal of

the Foreign Currency Translation Reserve.

As the transaction was not agreed until post balance date and is still subject to the required approvals noted above the Group has not recognised

the subsidiary or the Seed and Grain segment as “Assets Held For Sale” or a “Discontinued Operation” as at 30 June 2018.

Dividend

On 13 August 2018 the Directors of PGG Wrightson Limited resolved to pay a final dividend of 1.25 cents per share on 3 October 2018 to

shareholders on the Company’s share register as at 5.00pm on 4 September 2018. This dividend will be fully imputed.

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED

For the year ended 30 June 2018

ADDITIONAL FINANCIAL DISCLOSURES

5 EQUITY ACCOUNTED INVESTEES

Earnings from equity accounted investees

30 June 2018

CURRENT NONCURRENT TOTA L CURRENT NONCURRENT TOTA L

ASSETS ASSETS ASSETS LIABILITIES LIABILITIES LIABILITIES

$000 $000 $000 $000 $000 $000

51% Forage Innovations Limited 1,232 – 1,232 (822) – (822)

50% Agimol Corporation S.A. 59,974 15,178 75,152 (63,441) – (63,441)

33% Agri Optics New Zealand Limited 339 103 442 (60) (450) (510)

50% Canterbury Sale Yards (1996) Limited 153 42 195 (61) – (61)

50% Fertimas S.A. 18,175 – 18,175 (15,146) – (15,146)

79,873 15,323 95,196 (79,530) (450) (79,980)

PROFIT / LOSS

REVENUES EXPENSES AFTER TAX PGW SHARE

$000 $000 $000 $000

51% Forage Innovations Limited 1,704 (1,622) 82 41

50% Agimol Corporation S.A. 72,621 (76,899) (4,278) (2,139)

33% Agri Optics New Zealand Limited 1,028 (1,067) (39) (51)

50% Canterbury Sale Yards (1996) Limited 550 (592) (42) (21)

50% Fertimas S.A. 27,085 (26,515) 570 285

102,988 (106,695) (3,707) (1,885)

30 June 2017

CURRENT NONCURRENT TOTA L CURRENT NONCURRENT TOTA L

ASSETS ASSETS ASSETS LIABILITIES LIABILITIES LIABILITIES

$000 $000 $000 $000 $000 $000

51% Forage Innovations Limited 1,166 – 1,166 (837) – (837)

50% Agimol Corporation S.A. 51,277 10,991 62,268 (53,519) – (53,519)

51% Agri Optics New Zealand Limited 8 139 147 (93) (191) (284)

50% Canterbury Sale Yards (1996) Limited 193 6 199 (37) – (37)

50% Fertimas S.A. 8,886 – 8,886 (6,649) – (6,649)

61,530 11,136 72,666 (61,135) (191) (61,326)

PROFIT / LOSS

REVENUES EXPENSES AFTER TAX PGW SHARE

$000 $000 $000 $000

51% Forage Innovations Limited 1,504 (1,585) (81) (42)

50% Agimol Corporation S.A. 85,575 (85,193) 382 190

51% Agri Optics New Zealand Limited 177 (277) (100) (51)

50% Canterbury Sale Yards (1996) Limited 530 (588) (58) (29)

50% Fertimas S.A. 20,722 (20,606) 116 58

108,508 (108,249) 259 126

3 COST OF SALES

2018 2017

NOTE $000 $000

Cost of Sales includes the following items by nature:

Depreciation and amortisation 1,068 1,068

Employee benefits including commissions 33,620 37,097

Inventories, finished goods, work in progress, raw materials and consumables 15 783,988 755,142

Other 28,652 11,010

847,328 804,317

4 OTHER OPERATING EXPENSES

2018 2017

$000 $000

Other operating expenses includes the following items:

Audit of annual financial statements of the Company – KPMG 277 267

Audit of annual financial statements of subsidiaries and associates – KPMG 131 118

Other non-audit services provided by KPMG

– Tax consulting – 4

– Trust account audit of PGG Wrightson Real Estate Limited 12 11

– Review of charging group consolidation for bank syndicate 2 2

– Quality assurance – IT project – 44

Directors’ fees 767 770

Donations 6 3

Doubtful debts – (decrease)/increase in provision for doubtful debts 529 286

Net doubtful debts – bad debts written off/(recovered) (100) 958

Marketing 8,792 8,261

Motor vehicle costs 8,047 7,306

Rental and operating lease costs 29,692 28,951

Other expenses 55,554 52,287

103,709 99,268

46 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 47

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED

For the year ended 30 June 2018

ADDITIONAL FINANCIAL DISCLOSURES

6 FAIR VALUE ADJUSTMENTS

2018 2017

$000 $000

Property, plant and equipment impairment (1,070) –

Assets held for sale – (121)

Biological assets 39 28

Investments (2,846) 2,046

(3,877) 1,953

7 INTEREST  FINANCE INCOME AND EXPENSE

2018 2017

$000 $000

Finance income contains the following items:

Other interest income 249 211

Finance income 249 211

Interest funding contains the following items:

Interest on loans and overdrafts (6,652) (5,747)

Net interest on interest rate derivatives (533) (367)

Fair value change on interest rate derivatives (42) 392

Effective interest on expected earn out payments (87) (27)

Effective interest on defined pension ESCT payments (401) (122)

Other interest expense (1,281) (108)

Bank facility fees (1,239) (772)

Interest funding expense (10,235) (6,751)

Foreign exchange contains the following items:

Net gain/(loss) on foreign denominated items 1,849 (924)

Fair value change on foreign exchange derivatives (6,025) 1,306

Foreign exchange income/(expense) (4,176) 382

Net interest and finance costs (14,162) (6,158)

Fair Value Change on Foreign Exchange Derivatives Accounting Policies

The Group undertakes transactions denominated in foreign currencies and exposure to movements in foreign currency arises from these

activities. The Group uses forward, spot foreign exchange contracts and foreign exchange options to manage these exposures. These

derivatives are recorded at their fair value with mark-to-market fair value movements flowing through fair value change on foreign

exchange derivatives in the profit and loss. A portion of the underlying hedged future sale or purchase transactions have not yet been

recognised by the Group. For this portion no corresponding offsetting net gain/(loss) on foreign denominated items has been recognised.

5 EQUITY ACCOUNTED INVESTEES CONTINUED

Movement in carrying value of equity accounted investees

2018 2017

$000 $000

Opening balance 20,973 18,000

Investment in Agri Optics New Zealand Limited – 834

Additional investment in Agimol Corporation S.A. (AgroCentro Uruguay) 3,078 2,063

Currency translation 72 (50)

Share of profit/(loss) (1,885) 126

Dividends received – –

Impairment (7,804) –

Investment disposal (111) –

Closing balance

14,323 20,973

Impairment of Agimol Corporation S.A.

The Group has conducted an impairment assessment based on forecasted future cash flows of Agimol Corporation S.A. which resulted in an

impairment of $7.80 million (USD 5.28 million) recorded through the profit and loss in fair value adjustments. This impairment assessment has been

calibrated by and is consistent with, a valuation of Agimol Corporation S.A. included as part of the proposed sale of PGG Wrightson Seeds Holdings

Limited (see Note 1). Following the impairment, goodwill of $5.44 million is included in the carrying value of Agimol Corporation S.A. (30 June

2017: goodwill of $13.24 million included in the carrying value of Agimol Corporation S.A.). The carrying value of the Group’s investment in Agimol

Corporation S.A. as at 30 June 2018 was $11.83 million (USD 7.59 million).

Agimol Corporation S.A. earn-out provision

The initial investment recorded for this equity accounted investee company in 2016 included a provision for expected future earn-out payments

of $7.03 million (USD 4.51 million). This provision was previously included within accruals and other liabilities (see Note 20). Based on the above

future cash flow forecasts, we have re-assessed the provision which has resulted in a reduction of the provision. The reduction of $5.13 million

(USD 3.66 million) has been recorded through the profit and loss in fair value adjustments. This provision release offsets against the impairment of

Agimol Corporation S.A. noted above.

Agri Optics New Zealand Limited

During the period the Group reduced its investment in Agri Optics New Zealand Ltd from 51% to 33.33% following the inclusion of a third

JV partner. Proceeds of $0.11 million were received for the investment reduction.

Basis of Consolidation Accounting Policies

Associates and Jointly Controlled Entities

Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies.

Joint ventures are those entities over whose activities the Group has joint control, established by contractual agreement and requiring

unanimous consent for strategic financial and operating decisions. Associates and jointly controlled entities are accounted for using

the equity method. The consolidated financial statements include the Group’s share of the income and expenses of equity accounted

investees, after adjustments to align the accounting policies with those of the Group, from the date that significant influence starts.

Where the Group’s share of losses exceeds its interest in an equity accounted investee, the carrying amount of that interest (including any

long-term investments) is reduced to nil and the recognition of further losses is discontinued except to the extent that the Group has

an obligation or has made payments on behalf of the investee. The carrying value of equity accounted investees is reviewed where any

indicators of impairment are present.

48 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 49

Refer to
Accounting

Policies

– page 51.

PGG WRIGHTSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

For the year ended 30 June 2018

ADDITIONAL FINANCIAL DISCLOSURES

8 INCOME TAXES CONTINUED

Recognised deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:

ASSETS ASSETS LIABILITIES LIABILITIES NET NET

2018 2017 2018 2017 2018 2017

$000 $000 $000 $000 $000 $000

Group

Property, plant and equipment – – (162) (518) (162) (518)

Intangible assets – – (97) (455) (97) (455)

Employee benefits 10,689 9,635 – – 10,689 9,635

Provisions 5,596 4,676 (718) (97) 4,878 4,579

Other items 951 1,904 – – 951 1,904

Tax asset/(liability)

17,236 16,215 (977) (1,070) 16,259 15,145

Movement in deferred tax on temporary differences during the year

RECOGNISED IN RECOGNISED IN

RECOGNISED OTHER RECOGNISED OTHER

BALANCE IN PROFIT COMPREHENSIVE BALANCE IN PROFIT COMPREHENSIVE BALANCE

1 JUL 2016 OR LOSS INCOME 30 JUN 2017 OR LOSS INCOME 30 JUN 2018

$000 $000 $000 $000 $000 $000 $000

Group

Property, plant (2,335) 1,817 – (518) 356 – (162)

and equipment

Intangible assets (435) (20) – (455) 358 – (97)

Employee benefits 12,356 (332) (2,389) 9,635 2,015 (961) 10,689

Provisions 4,115 981 – 5,096 (218) – 4,878

Other items 633 183 571 1,387 (436) – 951

14,334 2,629 (1,818) 15,145 2,075 (961) 16,259

Unrecognised tax losses / Unrecognised temporary differences

At 30 June 2018 the Group has $7.44 million of unrecognised deferred tax assets relating to unrecognised losses (2017: $6.37 million) and $2.64

million of unrecognised deferred tax assets relating to unrecognised temporary differences (2017: $2.39 million). These unrecognised deferred tax

assets relate to the Australian and South American subsidiaries of the Group.

Income Tax Accounting Policies

Income tax expense comprises current and deferred taxation and is recognised in profit or loss except to the extent that it relates to items

recognised directly in other comprehensive income or equity, in which case it is recognised directly in other comprehensive income or

equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the

reporting date, and any adjustment to tax payable with respect to previous periods.

Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying amounts of assets

and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:

– the initial recognition of goodwill

– differences relating to subsidiaries, associates and jointly controlled entities to the extent that they will probably not reverse in the

foreseeable future.

Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws

that have been enacted or substantially enacted at the reporting date.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which temporary

differences can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer

probable that the related tax benefit will be recognised.

8 INCOME TAXES

2018 2017

$000 $000

Current tax expense

Current year (14,843) (11,331)

Adjustments for prior years 308 (1,725)

(14,535) (13,056)

Deferred tax expense

Origination and reversal of temporary differences 1,390 915

Derecognition of previously recognised tax losses 460 –

Adjustments for prior years 225 1,714

2,075 2,629

Income tax (expense)/income (12,460) (10,428)

Profit/(loss) for the year 18,887 46,311

Income tax (expense)/income (12,460) (10,428)

Tax on discontinued operations (199) (4)

Profit/(loss) excluding income tax 31,546 56,743


2018 2018 2017 2017

% $000 % $000

Income tax using the Company’s domestic tax rate 28.0% (8,833) 28.0% (15,888)

Effect of tax rates in foreign jurisdictions 2.3% (714) -0.3% 194

Non-deductible expenses 7.7% (2,441) -0.2% (91)

Tax effect of discontinued operations 0.6% (199) 0.0% (4)

Tax exempt income -2.3% 726 -9.8% 5,583

Under/(over) provided in prior years -1.7% 533 0.0% (11)

Derecognition of previously recognised tax losses 1.5% (460) 0.0% –

Current year tax losses not recognised 3.4% (1,072) 0.4% (210)

39.5% (12,460) 18.4% (10,428)

Income tax recognised directly in equity

2018 2017

$000 $000

Income/deferred tax on changes in fair value of cash flow hedges – 571

Deferred tax on movement of actuarial gains/losses on employee benefit plans (961) (2,389)

Total income tax recognised directly in equity

(961) (1,818)

The Group has $3.58 million imputation credits as at 30 June 2018 (2017: $0.32 million). This balance includes the third provisional tax instalment

made on 27 July 2018 in respect of the year ended 30 June 2018.

50 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 51

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED

For the year ended 30 June 2018

ADDITIONAL FINANCIAL DISCLOSURES

11 CASH AND FINANCING FACILITIES

2018 2017

$000 $000

Cash and cash equivalents 10,926 9,403

Current financing facilities (30,806) (26,719)

Term financing facilities (149,205) (110,925)

Net interest bearing debt (169,085) (128,241)

Go range of livestock product receivables 39,419 32,371

Net interest-bearing debt less Go livestock receivables (129,666) (95,870)

Australia and New Zealand Facilities

The Company amended and extended its syndicated facility agreement on 15 December 2017. The facility agreement provides bank facilities

of $210.00 million. The agreement contains various financial covenants and restrictions that are standard for facilities of this nature, including

maximum permissible ratios for debt leverage and operating leverage. The Company has granted a general security deed and mortgage over all

its wholly-owned New Zealand and Australian assets to a security trust. These assets include the shares held in South American subsidiaries and

equity accounted investees. ANZ Bank New Zealand Limited acts as security trustee for the banking syndicate (ANZ Bank New Zealand Limited,

Bank of China (New Zealand) Limited, Bank of New Zealand, MUFG Bank, Ltd and Westpac New Zealand Limited).

The Company’s bank syndicate facilities include:

– A term debt facility of $150.00 million maturing on 31 July 2020.

– A working capital facility of up to $60.00 million maturing on 31 July 2020.

The syndicated facility agreement also allows the Group, subject to certain conditions, to enter into additional facilities outside of the Company

syndicated facility. The additional facilities are guaranteed by the security trust. These facilities amounted to $22.82 million as at 30 June 2018

including:

– Overdraft facilities of $9.59 million.

– Guarantee and trade finance facilities of $10.40 million.

– Finance lease facilities of $2.83 million.

The syndicated facilities fund the general corporate activities of the Group, the seasonal fluctuations in working capital, and the Go range of

livestock product receivables.

South American Facilities

Two of the Group’s wholly-owned Uruguayan subsidiaries (Wrightson Pas S.A. and Agrosan S.A.) are jointly and severally financed by a club

structure. The club facilities contain various financial covenants and restrictions that are standard for facilities of this nature. The club facilities are

denominated in USD, secured by a mortgage over the logistics centre in Uruguay and provide:

– An amortising logistics centre facility of $12.00 million (USD 8.13 million) maturing on 17 September 2022.

– A committed facility of $17.73 million (USD 12.00 million) maturing on 29 June 2021.

– Finance lease facilities of $0.23 million.

Separate to the club facility, the Group’s South American operations have various unsecured financing facilities that amounted to $19.99 million

(USD 13.53 million) as at 30 June 2018.

9 DISCONTINUED OPERATIONS

The discontinued operations pertain to the Group’s wholly owned subsidiary PGW Rural Capital Limited (PGWRC) which was established during

2012 to hold and recover certain excluded loans related to the sale of the Group’s finance subsidiary PGG Wrightson Finance Limited. As at 30 June

2018 one loan remained in PGWRC. During the period an unconditional sale and purchase agreement was signed in respect of a property used

as security for the loan with proceeds subsequently being received by the Group on 13 July 2018. The provision for finance doubtful debts was

reassessed at 30 June 2018 in respect of the amount recoverable.

10 EARNINGS PER SHARE AND NET TANGIBLE ASSETS

Basic earnings per share

The calculation of basic earnings per share at 30 June 2018 was based on the profit/(loss) attributable to ordinary shareholders of $18,887,000

(2017:$46,311,000) by the weighted average number of shares, 754,848,774 (2017: 754,848,774) on issue. There are no dilutive shares or options

(2017: Nil).

2018 2017

000 000

Number of shares

Weighted average number of ordinary shares 754,849 754,849

Number of ordinary shares 754,849 754,849

2018 2017

$000 $000

Net Tangible Assets

Total assets 758,626 702,148

Total liabilities (471,164) (412,437)

less intangible assets (13,017) (9,129)

less deferred tax (16,259) (15,145)

258,186 265,437

2018 2017

$ $

Net tangible assets per share 0.342 0.352

Earnings per share 0.025 0.061

Earnings per Share Accounting Policies

The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or

loss attributable to shareholders by the weighted average number of shares outstanding during the period. Diluted EPS is determined by

adjusting the profit or loss attributable to shareholders and the number of shares outstanding to include the effects of all potential dilutive

shares.

52 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 53

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED

For the year ended 30 June 2018

ADDITIONAL FINANCIAL DISCLOSURES

13 GO LIVESTOCK PRODUCT RECEIVABLES

The Group holds receivables in respect of its Go range of livestock products. Launched in November 2015, the Go range allow farmers to defer

payment for the purchase of livestock. The counterparty to the Go product is fully exposed to the risks and rewards of ownership. To mitigate

credit risk the Group retains title to the livestock until sale. Fee income received in respect of the Go range of livestock receivables are recognised

by the Group as interest income over the respective contract period. Interest income on the Go range of livestock receivables is included within

operating revenue (see Note 2 Operating Revenue) of the Agency operating segment.

2018 2017

$000 $000

Go livestock receivables – less than one year 39,419 32,371

Go livestock receivables – greater than one year – –

less provision for doubtful debts – Go range of livestock receivables – –

39,419 32,371

The status of the Go range of livestock receivables at the reporting date is as follows:

NOT IMPAIRED IMPAIRED NOT IMPAIRED IMPAIRED

2018 2018 2017 2017

$000 $000 $000 $000

Not past due – Go range of livestock receivables 39,419 – 32,371 –

Past due 0 – 90 days – – – –

Past due 91 – 365 days – – – –

Impairment – – – –

39,419 – 32,371 –

12 DERIVATIVE FINANCIAL INSTRUMENTS

2018 2017

$000 $000

Derivative assets held for risk management

Current 827 3,528

Non-current 20 427

847 3,955

Derivative liabilities held for risk management

Current (3,645) (991)

Non-current (966) (661)

(4,611) (1,652)

Net derivatives held for risk management (3,764) 2,303

Derivatives held for risk management

The Group uses interest rate swaps and options to hedge its exposure to changes in the market rates of variable and fixed interest rates.

The Group also uses forward foreign exchange contracts, spot foreign exchange contracts and foreign exchange options to manage its exposure

to foreign currency fluctuations.

Derivative Financial Instruments Accounting Policies

The Group uses derivative financial instruments to manage its exposure to interest rate and foreign currency risks arising from operational,

financing and investment activities. In accordance with Treasury policy, the Group does not hold or issue derivative instruments for trading

purposes. However, derivatives that do not qualify for hedge accounting are accounted for as trading instruments.

Derivative financial instruments are recognised initially at fair value and transaction costs are expensed immediately. Subsequent to

initial recognition, derivative financial instruments are stated at fair value. The gain or loss on re-measurement to fair value is recognised

immediately in profit or loss.

14 TRADE AND OTHER RECEIVABLES

2018 2017

$000 $000

Accounts receivable 213,262 193,233

Trade receivables due from related parties 25,827 18,877

239,089 212,110

less provision for doubtful debts (6,887) (6,358)

Net accounts receivable 232,202 205,752

Other receivables and prepayments 35,425 24,270

267,627 230,022

Analysis of movements in provision for doubtful debts

Balance at beginning of year (6,358) (6,072)

Movement in provision (529) (286)

Balance at end of year (6,887) (6,358)

The Group has transacted with its related party Agimol Corporation S.A. and its subsidiaries during the period ended 30 June 2018. The aggregate

value of transactions during the period between the Group and Agimol Corporation S.A. and its subsidiaries amounted to $23.16 million (2017:

$28.03 million). The outstanding balance as at 30 June 2018 was $25.83 million (2017: $18.88 million). No provision is held in respect of the

outstanding balance (2017: Nil).

The Group has also transacted with its related party Fertimas S.A. during the period ended 30 June 2018. The aggregate value of transactions

during the period between the Group and Fertimas S.A. amounted to $16.52 million (2017: $12.78 million). The outstanding balance as at 30 June

2018 was Nil (2017: Nil).

The aging status of the accounts receivable at the reporting date is as follows:


TOTA L TOTA L

DEBTORS PROVISION DEBTORS PROVISION

2018 2018 2017 2017

$000 $000 $000 $000

Not past due 192,533 (20) 163,641 –

Past due 1 – 30 days 18,702 (95) 24,855 (18)

Past due 31 – 60 days 12,391 (81) 8,332 (17)

Past due 61 – 90 days 1,070 (32) 964 (28)

Past due 90 plus days 14,393 (6,659) 14,318 (6,295)

239,089 (6,887) 212,110 (6,358)

Trade and Other Receivables Accounting Policies

Determination of Fair Values

The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest

at the reporting date.

Impairment of Trade Receivables

Trade receivables are considered past due when they have been operated outside of the normal key trade terms. When forming a view

management considers the counterparty’s ability to pay, the level of security and the risk of loss.

Accounts receivables include accrued interest. Specific provisions are maintained to cover identified doubtful debts.

54 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 55

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED

For the year ended 30 June 2018

ADDITIONAL FINANCIAL DISCLOSURES

15 INVENTORY

2018 2017

$000 $000

Merchandise/finished goods 266,471 258,536

Work in progress 842 761

Less provision for inventory write down (4,775) (5,697)

262,538 253,600

During the year ended 30 June 2018, finished goods, work in progress, raw materials and consumables included in cost of sales in the Statement of

Profit or Loss amounted to $783.99 million (2017: $755.14 million) (see Note 3).

During the year ended 30 June 2018 inventories written down to net realisable value amounted to $2.34 million (2017: $1.94 million). The write-

downs are included in cost of sales in the Statement of Profit or Loss. Consideration is given to factors such as age, germination levels and quality

when assessing the net realisable value of seeds inventory.

Inventories Accounting Policies

Finished Goods

Raw materials and finished goods are stated at the lower of cost or net realisable value. Cost is determined on a weighted average cost

basis, and, in the case of manufactured goods, includes direct materials, labour and production overheads.

Wholesale Seeds

Wholesale seeds inventory is stated at the lower of cost or net realisable value and comprises costs of purchase and other direct costs

incurred to bring the inventory to its present location and condition.

16 GROUP ENTITIES

OWNERSHIP INTEREST

COUNTRY OF 2018 2017

SIGNIFICANT SUBSIDIARIES INCORPORATION DIRECT PARENT % %

PGG Wrightson Seeds Holdings Limited New Zealand PGG Wrightson Limited 100% 100%

PGW Rural Capital Limited New Zealand PGG Wrightson Limited 100% 100%

PGG Wrightson Employee Benefits Plan Trustee Limited New Zealand PGG Wrightson Limited 100% 100%

PGG Wrightson Real Estate Limited New Zealand PGG Wrightson Limited 100% 100%

Agriculture New Zealand Limited New Zealand PGG Wrightson Limited 100% 100%

PGG Wrightson Trustee Limited New Zealand PGG Wrightson Limited 100% 100%

AgriServices South America Limited New Zealand PGG Wrightson Limited 100% 100%

PGW AgriServices Australia Pty Limited Australia PGG Wrightson Limited 100% 100%

PGG Wrightson Investments Limited New Zealand PGG Wrightson Limited 100% 100%

Bloch & Behrens Wool (NZ) Limited New Zealand PGG Wrightson Limited 100% 100%

NZ Agritrade Limited New Zealand PGG Wrightson Limited 100% 100%

Ag Property Holdings Limited New Zealand PGG Wrightson Investments Limited 100% 100%

PGG Wrightson Seeds New Zealand Limited New Zealand PGG Wrightson Seeds Holdings Limited 100% 100%

PGG Wrightson Seeds South America Holdings Limited New Zealand PGG Wrightson Seeds Holdings Limited 100% 100%

PGG Wrightson Seeds Australia Holdings Pty Limited Australia PGG Wrightson Seeds Holdings Limited 100% 100%

Grasslands Innovation Limited New Zealand PGG Wrightson Seeds Holdings Limited 70% 70%

PGG Wrightson Seeds Limited New Zealand PGG Wrightson Seeds New Zealand Limited 100% 100%

PGG Wrightson Consortia Research Limited New Zealand PGG Wrightson Seeds Limited 100% 100%

Agricom Limited New Zealand PGG Wrightson Seeds Limited 100% 100%

Wrightson Seeds Limited New Zealand PGG Wrightson Seeds Limited 100% 100%

PGG Wrightson Employee Benefits Plan Limited New Zealand PGG Wrightson Employee Benefits

Plan Trustee Limited 100% 100%

PGG Wrightson Seeds (Australia) Pty Limited Australia PGG Wrightson Seeds Australia

Holdings Pty Limited 100% 100%

PGW AgriTech South America S.A. Uruguay PGG Wrightson Seeds South America

Holdings Limited 100% 100%

Wrightson Pas S.A. Uruguay PGG Wrightson Seeds South America

Holdings Limited 100% 100%

Juzay S.A. Uruguay PGW AgriTech South America S.A. 100% 100%

Agrosan S.A. Uruguay PGW AgriTech South America S.A. 100% 100%

PGG Wrightson Seeds Argentina S.A. Argentina PGW AgriTech South America S.A. 100% 100%

PGW Sementes Ltda Brazil PGW AgriTech South America S.A. 100% 100%

Hunker S.A. Uruguay Juzay S.A. 100% 100%

Lanelle S.A. Uruguay Juzay S.A. 100% 100%

Afinlux S.A.

Uruguay Juzay S.A. 51% 51%

Kroslyn S.A. Limited Uruguay Agrosan S.A. 100% 100%

Escritorio Romualdo Rodriguez Ltda Uruguay Afinlux S.A. 51% 51%

Acquisition of Business

On 31 August 2017 the Group acquired the assets and business of the Superior Seed Company (Superior) at Deniliquin in the Riverina Region

of New South Wales. The purchase price was $1.06 million. The net assets acquired included plant and equipment, inventory and employee

provisions. Superior is a seed production, cleaning and wholesale marketing business.

56 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 57

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED

For the year ended 30 June 2018

ADDITIONAL FINANCIAL DISCLOSURES

17 OTHER INVESTMENTS

2018 2017

$000 $000

Current investments

BioPacificVentures 30 30

Advances to equity accounted investees – 3,411

30 3,441

Non-current investments

Advances to equity accounted investees 150 –

Sundry other investments 2,370 1,906

2,520 1,906

Investment in BioPacificVentures

In 2005 the Group committed $14.00 million to an international fund established for investment in food and agriculture life sciences. The

investment in BioPacificVentures had a total lifespan of 12 years and matured in March 2017. The investors have agreed to continue with the fund

manager in facilitating the wind down of the remaining investments held.

At 30 June 2018 $13.95 million has been drawn on the committed level of investment (30 June 2017: $13.95 million).

Advances to equity accounted investees

The non-current advance is a loan to the jointly controlled entity Agri Optics New Zealand Limited. No interest is payable on the balance and no

provision for doubtful debts was recorded against the loan as at 30 June 2018.

During the period the advance, previously provided to the South American investee entity Fertimas S. A., was repaid and replaced with external

bank funding. The Group supports this external bank funding by way of guarantee. See Note 26.

Sundry other investments including saleyards

Sundry other investments including saleyards, which do not have a market price in an active market and whose fair value cannot be reliably

determined, are carried at cost.

Other Investments Accounting Policies

Determination of Fair Values

The fair value of financial assets at fair value through profit or loss and available-for-sale financial assets is determined by reference to the

market price, unless other objective reliable evidence suggests a different value. Other investments where no active market exists are held

at historical cost.

18 INTANGIBLE ASSETS

TRADEMARKS,

SOFTWARE PATENTS & RIGHTS TOTA L

$000 $000 $000

Cost

Balance at 1 July 2016 22,151 2,088 24,239

Additions 4,154 160 4,314

Added as part of a business combination/amalgamation – 682 682

Disposals and reclassifications (7,720) – (7,720)

Effect of movement in exchange rates (5) – (5)

Balance at 30 June 2017 18,580 2,930 21,510

Balance at 1 July 2017 18,580 2,930 21,510

Additions 10,412 221 10,633

Effect of movement in exchange rates 23 43 66

Balance at 30 June 2018 29,015 3,194 32,209

Amortisation and impairment losses

Balance at 1 July 2016 16,416 744 17,160

Amortisation for the year 2,451 490 2,941

Disposals and reclassifications (7,720) – (7,720)

Effect of movement in exchange rates (1) 1 –

Balance at 30 June 2017 11,146 1,235 12,381

Balance at 1 July 2017 11,146 1,235 12,381

Amortisation for the year 3,600 527 4,127

Effect of movement in exchange rates 22 21 43

Balance at 30 June 2018 14,768 1,783 16,551

Carrying amounts

At 1 July 2016 5,735 1,344 7,079

At 30 June 2017 7,434 1,695 9,129

At 1 July 2017 7,434 1,695 9,129

At 30 June 2018 14,247 1,411 15,658

The carrying amount includes software cost of $2.64 million included as a current asset (2017: Nil).

Intangible Assets Accounting Policies

Software

Software is a finite life intangible and is recorded at cost less accumulated amortisation and impairment. Amortisation is charged on a

straight line basis over an estimated useful life between 1 and 10 years. The estimated useful life and amortisation method is reviewed at the

end of each annual reporting period.

Rights

Manufacturing and production rights are finite life intangibles and are recorded at cost less accumulated amortisation and impairment.

Amortisation is charged on a straight line basis over an estimated useful life between 2 and 10 years. The estimated useful life and

amortisation method is reviewed at the end of each annual reporting period.

Determination of Fair Values

The fair value of intangible assets acquired in a business combination is based on the discounted cash flows expected to be derived from

the use and eventual sale of the assets.

Impairment

The carrying amounts of the Group’s intangible assets are reviewed at each reporting date to determine whether there is any indication of

impairment. If any such indication exists then the recoverable amount of the asset is estimated. For intangible assets that have indefinite

lives, the recoverable amount is estimated at each reporting date. An impairment loss is recognised in the profit or loss if the carrying

amount of an asset exceeds the recoverable amount.

58 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 59

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Accounting

Policies

– page 61.

PGG WRIGHTSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

For the year ended 30 June 2018

ADDITIONAL FINANCIAL DISCLOSURES

19 PROPERTY, PLANT AND EQUIPMENT

PLANT AND CAPITAL WORKS

LAND BUILDINGS EQUIPMENT PROJECT* TOTA L

$000 $000 $000 $000 $000

Cost

Balance at 1 July 2016 21,835 52,686 109,412 4,345 188,278

Additions 125 2,100 10,966 (336) 12,855

Added as part of a business combination/amalgamation – – – – –

Disposals and transfers to other asset classes (1,504) (11,589) (3,261) (5) (16,359)

Effect of movements in exchange rates (84) (637) (416) (1) (1,138)

Balance at 30 June 2017

20,372 42,560 116,701 4,003 183,636

Balance at 1 July 2017 20,372 42,560 116,701 4,003 183,636

Additions 551 3,162 11,652 (181) 15,184

Added as part of a business combination/amalgamation – 12 801 – 813

Disposals and transfers to other asset classes (169) (122) (2,399) – (2,690)

Impairment – (1,070) – – (1,070)

Effect of movements in exchange rates 233 1,829 1,753 – 3,815

Balance at 30 June 2018

20,987 46,371 128,508 3,822 199,688

Depreciation and impairment losses

Balance at 1 July 2016 – 5,710 57,565 – 63,275

Depreciation for the year – 1,132 6,660 – 7,792

Depreciation recovered to COGS – – 1,068 – 1,068

Disposals and transfers to other asset classes – (1,188) (4,373) – (5,561)

Effect of movements in exchange rates – (112) (191) – (303)

Balance at 30 June 2017

– 5,542 60,729 – 66,271

Balance at 1 July 2017 – 5,542 60,729 – 66,271

Depreciation for the year – 1,296 7,551 – 8,847

Depreciation recovered to COGS – – 1,068 – 1,068

Disposals and transfers to other asset classes – (82) (1,713) – (1,795)

Effect of movements in exchange rates – 171 906 – 1,077

Balance at 30 June 2018

– 6,927 68,541 – 75,468

Carrying amounts

At 1 July 2016 21,835 46,976 51,847 4,345 125,003

At 30 June 2017 20,372 37,018 55,972 4,003 117,365

At 1 July 2017 20,372 37,018 55,972 4,003 117,365

At 30 June 2018 20,987 39,444 59,967 3,822 124,220

* Capital works projects are recorded net of transfers to other asset classes.

Capital gains on the sale of property, plant and equipment of $1.69 million were recognised in non-operating items in the current period

(2017: $8.74 million).

19 PROPERTY, PLANT AND EQUIPMENT CONTINUED

Property, Plant & Equipment Accounting Policies

Items of property, plant and equipment are stated at cost less accumulated depreciation and impairment.

Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost

of materials and direct labour, any other costs directly attributable to bringing the asset to a working condition for its intended use, and

the cost of dismantling and removing the items and restoring the site on which they are located. Purchased software that is integral to the

functionality of the related equipment is capitalised as part of that equipment.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major

components) of property, plant and equipment.

Subsequent Costs

The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that

the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The costs of day-to-day

servicing of property, plant and equipment is recognised in profit or loss as incurred.

Borrowing Costs

Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of the

cost of that asset. All other borrowing costs are expensed as they are incurred.

Depreciation

Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each item of property, buildings,

plant and equipment. Leased assets are depreciated over the shorter of the lease term and their useful lives. Land is not depreciated.

The estimated useful lives for the current and comparative periods are between 2 and 40 years for plant and equipment and 50 years for

buildings. Depreciation methods, useful lives and residual values are reassessed at reporting date.

Determination of Fair Values

The fair value of property, plant and equipment recognised as a result of a business combination is based on market values. The market

value of property is the estimated amount for which the property could be exchanged on the date of valuation between a willing buyer

and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and

without compulsion. The market value of items of plant, equipment, fixtures and fittings is based on the quoted market prices for similar

items.

Impairment

The carrying amounts of the Group’s property, plant & equipment assets are reviewed at each reporting date to determine whether there

is any indication of impairment. If any such indication exists then the recoverable amount of the asset is estimated. An impairment loss is

recognised in the profit or loss if the carrying amount of an asset exceeds the recoverable amount.

20 TRADE AND OTHER PAYABLES

2018 2017

$000 $000

Trade creditors 147,134 132,668

Trade payables due to related parties 4,822 5,002

Loyalty reward programme 1,177 1,318

Deposits received in advance 3,196 3,589

Accruals and other liabilities 81,725 87,676

Employee entitlements 31,163 22,946

269,217 253,199

Payable within 12 months 267,096 248,290

Payable beyond 12 months 2,121 4,909

269,217 253,199

Holidays Act 2003 - Remediation Costs

During the period the Group recognised an $8.06 million provision for remediation costs of historical liabilities under the Holidays Act 2003. The

Group has engaged the services of an external advisor and a law firm to assist in determining the level of the provision. Work on determining the

final liability is not yet complete. The provision is included within Employee entitlements above and represents the Management’s best estimate

of the remediation costs.

60 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 61

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Accounting

Policies

– page 64.

Refer to

Accounting

Policies

– page 64.

PGG WRIGHTSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

For the year ended 30 June 2018

ADDITIONAL FINANCIAL DISCLOSURES

21 DEFINED BENEFIT ASSET / LIABILITY

2018 2017

$000 $000

Present value of funded obligations (66,814) (71,106)

Fair value of plan assets 59,092 58,835

Net defined benefit asset / (liability) (7,722) (12,271)

ESCT on committed contributions – short-term (905) (942)

ESCT on committed contributions – long-term (1,947) (2,614)

Total defined benefit asset / (liability) (10,574) (15,827)

The Group makes contributions to the PGG Wrightson Employee Benefits Plan, a defined benefit plan that provides a range of superannuation and

insurance benefits for employees and former employees. The defined benefit plan is not open to new members. The plan’s retired employees are

entitled to receive an annual pension payment payable on their life and in some cases on the life of a surviving spouse.

2018 2017

% %

Group / Company Plan assets consist of:

Equities 59% 64%

Fixed interest 31% 28%

Cash 10% 8%

100% 100%

Plan assets included exposure to the Company’s ordinary shares of Nil (2017: Nil).

2018 2017

% %

Actuarial Assumptions:

Principal actuarial assumptions at the reporting date

(expressed as weighted averages):

Discount rate used (10 year New Zealand Government Bond rate) 2.85% 2.97%

Inflation 2.00% 2.00%

Future salary increases 3.00% 3.00%

Future pension increases 2.00% 2.00%

Assumptions regarding future mortality are based on published statistics and mortality tables. The current longevities underlying the values of the

defined benefit obligation at the reporting date were as follows:

2018 2017

YEARS YEARS

Longevity at age 65 for current pensioners

Males 21 21

Females 24 24

Longevity at age 65 for current members aged 45

Males 24 24

Females 28 28

As at 30 June 2018 the weighted average duration of the defined benefit obligation was 8.7 years for the PGG Wrightson Employment Benefits

Plan (2017: 8.5 years).

21 DEFINED BENEFIT ASSET / LIABILITY CONTINUED

Sensitivity analysis

The sensitivity of the defined benefit obligation (DBO) to changes in the weighted principal assumption is:

2018 2018 2017 2017

IMPACT ON DBO IMPACT ON DBO IMPACT ON DBO IMPACT ON DBO

WITH INCREASE IN WITH DECREASE IN WITH INCREASE IN WITH DECREASE IN

ASSUMPTION ASSUMPTION ASSUMPTION ASSUMPTION

$000 $000 $000 $000

Change in assumption

Discount rate (0.50% movement) 1,403 (1,537) 1,635 (1,778)

Salary growth rate (0.50% movement) (200) 200 (284) 284

Pension growth rate (0.25% movement) (601) 601 (711) 640

Life expectancy (1 year movement) (1,470) 1,470 (1,493) 1,493

2018 2017 2016 2015 2014

$000 $000 $000 $000 $000

Historical information

Present value of the defined benefit obligation (66,814) (71,106) (73,417) (72,153) (68,330)

Fair value of plan assets 59,092 58,835 52,702 57,498 54,802

(Deficit) / surplus in the plan

(7,722) (12,271) (20,715) (14,655) (13,528)

The Group expects to pay $2.94 million in contributions to the defined benefit plan in 2019 (2018: $3.02 million). Member contributions are

expected to be $0.86 million (2018: $0.92 million).

62 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 63

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Accounting

Policies

– page 70.

PGG WRIGHTSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

For the year ended 30 June 2018

ADDITIONAL FINANCIAL DISCLOSURES

21 DEFINED BENEFIT ASSET / LIABILITY CONTINUED

2018 2017

$000 $000

Movement in the liability for defined benefit obligations:

Liability for defined benefit obligations at 1 July 71,106 73,417

Benefits paid by the plan (8,914) (6,010)

Current service costs 858 989

Interest costs 2,010 1,579

Member contributions 1,170 1,199

Actuarial (gains)/losses recognised in other comprehensive income arising from:

(Gains)/losses from change in financial assumptions 510 (2,197)

Experience (gains)/losses 74 2,129

Liability for defined benefit obligations at 30 June

66,814 71,106

Movement in plan assets:

Fair value of plan assets at 1 July 58,835 52,702

Contributions paid into the plan 3,011 5,920

Member contributions 1,170 1,199

Benefits paid by the plan (8,914) (6,010)

Current service costs – –

Interest costs 1,677 1,199

Other Actuarial items recognised in other comprehensive income:

Expected return on plan assets 3,313 3,825

Fair value of plan assets at 30 June

59,092 58,835

Expense recognised in profit or loss:

Current service costs 858 989

Interest 333 380

1,191 1,369

Recognised in non-operating items 142 649

Recognised in Employee benefit expense 1,049 720

1,191 1,369

Movements recognised in equity:

Cumulative gains/(losses) at 1 July (34,645) (36,397)

Net profit and loss impact from current period costs (1,191) (1,369)

Gains/(losses) recognised during the year 2,729 3,893

ESCT provision 17 (772)

Cumulative gains/(losses) at 30 June

(33,090) (34,645)

Employee Benefits Accounting Policies

The Group’s net obligation with respect to the defined benefit pension plan is calculated by estimating the future benefit that employees

have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value, and any

unrecognised past service costs and the fair value of any plan assets is deducted. The discount rate is the yield at the reporting date on

bonds that have maturity dates approximating the terms of the Group’s obligations. The calculation is performed by a qualified actuary

using the projected unit credit method. When the calculation results in a benefit to the Group, the recognised asset is limited to the lower of

the net assets of the plan or the current value of the contributions holiday that is expected to be generated. Actuarial gains and losses and

the expected return on plan assets are recognised directly in other comprehensive income and the defined benefit plan reserve in equity.

Short-term employee benefit obligations are measured on an undiscounted basis and expensed as the related service is provided. A

provision is recognised for the amount of outstanding short-term benefits at each reporting date.

Provisions made with respect to employee benefits which are not expected to be settled within twelve months are measured as the present

value of the estimated future cash outflows to be made by the Group with respect to services provided by employees up to reporting date.

22 FINANCIAL INSTRUMENTS

The Group is committed to the management of risk to achieve sustainability of service, employment and profits, and therefore, takes on controlled

amounts of risk when considered appropriate.

The primary risks are those of liquidity, market (foreign currency, price and interest rate), funding and credit risk.

The Board of Directors are responsible for the review and ratification of the Group’s systems of risk management, internal compliance and control,

code of conduct and legal compliance.

The Board maintains a formal set of delegated authorities (including policies for credit and treasury), that clearly define the responsibilities

delegated to Management and those retained by the Board. The Board approves these delegated authorities and reviews them annually.

Liquidity Risk

Liquidity risk is the risk that the Group will encounter difficulties in raising funds at short notice to meet commitments associated with financial

instruments. The Group monitors its liquidity daily, weekly and monthly and maintains appropriate liquid assets and committed bank funding

facilities to meet all obligations in a timely and cost efficient manner. Management of liquidity risk is designed to ensure that the Group has the

ability to meet financial obligations as they fall due.

The objectives of the Group’s funding and liquidity policy is to:

– Ensure all financial obligations are met when due;

– Provide adequate protection, even under crisis scenarios; and

– Achieve competitive funding within the limitations of liquidity requirements.

The Group manages this risk by forecasting daily cash requirements, forecasting future funding requirements and maintaining an adequate

liquidity buffer.

Market Risk

Market risk is the potential for change in the value of balance sheet positions caused by a change in the value, volatility or relationship between

market risks and prices. Market risk arises from the mismatch between assets and liabilities, both on and off balance sheet. Market risk includes

price, foreign currency and interest rate risk which are explained as follows:

Foreign Currency Risk

The Group undertakes transactions denominated in foreign currencies and exposure to movements in foreign currency arises from these activities.

It is the Group’s policy to hedge foreign currency risks as they arise. In some circumstances foreign exchange options are used to hedge potential

foreign exchange risk. The Group uses forward, spot foreign exchange contracts and foreign exchange options to manage these exposures.

The translation of independent foreign operations into the Group financial statements is not hedged, apart from the seasonal working capital

exposure to PGG Wrightson Seeds (Australia) Pty Limited which is hedged with foreign exchange contracts.

Interest Rate Risk

Interest rate risk is the risk that the value of financial instruments and the interest margin will fluctuate as a result of changes in market interest

rates. The risk is that financial assets may be repriced at a different time and / or by a different amount than financial liabilities.

This risk is managed by operating within approved policy limits using an interest rate duration approach.

Floating rate borrowings are used for general funding activities. Interest rate swaps, interest rate options and forward rate agreements are used

to hedge the floating rate exposure as deemed appropriate. The Group had $78.0 million of interest rate derivatives at balance date (2017: $93.0

million).

Funding Risk

Funding risk is the risk of over-reliance on a funding source to the extent that a change in that funding source could increase overall funding costs

or cause difficulty in raising funds. The Group has a policy of funding diversification. The funding policy augments the Group’s liquidity policy with

it’s aim to ensure the Group has a stable diversified funding base without over-reliance on any one market sector.

64 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 65

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Accounting

Policies

– page 70.

Refer to

Accounting

Policies

– page 70.

PGG WRIGHTSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

For the year ended 30 June 2018

ADDITIONAL FINANCIAL DISCLOSURES

22 FINANCIAL INSTRUMENTS CONTINUED

Credit Risk

Credit risk is the potential for loss that could occur as a result of a counterparty failing to discharge its obligations. This may be due to drought, bio-

security issues or volatility in commodity prices. Management formally reports on all aspects of key risks to the Audit Committee at least two times

each year. In addition, the following management committees review and manage key risks:

– The Senior Management Team meets regularly to consider new and emerging risks, reviews actions required to manage and mitigate key risks,

and monitors progress.

– The Group has a Credit Committee, comprising of management appointees, which meets regularly as required to review credit risk, new loans

and provisioning.

Capital Management

The capital of the Group consists of share capital, reserves, and retained earnings.

The policy of the Group is to maintain a strong capital base so as to maintain investor, creditor and market confidence while providing the ability to

develop future business initiatives. In addition, external funding arrangements currently limit the Group’s ability to pay dividends due to debt ratio

requirements. This policy is reviewed regularly by the Board and has not been changed during the period.

Sensitivity Analysis

The Treasury policy of the Group effectively insulates earnings from the effect of short-term fluctuations in either foreign exchange or interest rates.

Over the longer term however, permanent changes in foreign exchange or interest rates will have an impact on profit.

The sensitivity of net profit after tax for the period to 30 June 2018, and shareholders equity at that date, to reasonably possible changes in

conditions is as follows:

INTEREST RATES INCREASE BY 1% INTEREST RATES DECREASE BY 1%

2018 2017 2018 2017

$000 $000 $000 $000

Impact on net profit after tax (1,614) (1,418) 1,610 1,421

Members’ equity (1,614) (1,418) 1,610 1,421

The stress test uses the existing balance sheet interest rate mismatch against the cumulative mismatch between repricing assets and liabilities out

from one to five years. Other market risks such as pricing and foreign exchange are not considered likely to lead to material change over the next

reporting period. For this reason sensitivity analysis of these market risks is not included.

22 FINANCIAL INSTRUMENTS CONTINUED

Quantitative disclosures

(a) Liquidity Risk – Contractual Maturity Analysis

The following tables analyse the Group’s financial assets and financial liabilities into relevant maturity groupings based on the remaining period at

the balance sheet date to the contractual maturity date (reported on an undiscounted basis). History demonstrates that such accounts provide a

stable source of long term funding for the Group.

WITHIN CONTRACTUAL

12 MONTHS 1 TO 5 YEARS BEYOND 5 YEARS CASH FLOW BALANCE SHEET

$000 $000 $000 $000 $000

2018

Liabilities

Debt 41,041 163,231 – 204,272 180,011

Derivative financial instruments 3,645 966 – 4,611 4,611

Trade and other payables 151,956 – – 151,956 151,956

196,642 164,197 – 360,839 336,578

2017

Liabilities

Debt 33,375 123,195 3,487 160,057 137,644

Derivative financial instruments 991 661 – 1,652 1,652

Trade and other payables 137,670 – – 137,670 137,670

172,036 123,856 3,487 299,379 276,966

(b) Liquidity Risk – Expected Maturity Analysis

The expected cash flows of the Group’s finance receivables equal their contractual cash flows.

(c) Foreign Currency Exposure Risk

The Group’s exposure to foreign currency risk can be summarised as:

GBP USD AUD EURO

NZ$000 NZ$000 NZ$000 NZ$000

2018

Cash and cash equivalents 5 4,510 1,531 19

Trade and other receivables 6,830 50,406 10,702 55,627

Debt – (5,908) – –

Trade and other payables (119) (5,363) (2,704) (1,565)

Net balance sheet position

6,716 43,645 9,529 54,081

Forward exchange contracts

Notional forward exchange cover 6,711 45,043 7,998 54,062

Net unhedged position

5 (1,398) 1,531 19

2017

Cash and cash equivalents 2 4,819 1,378 17

Trade and other receivables 7,683 39,114 23,040 44,837

Debt – (41,871) – –

Trade and other payables (141) (9,582) (2,823) (7,285)

Net balance sheet position

7,544 (7,520) 21,595 37,569

Forward exchange contracts

Notional forward exchange cover 7,542 29,562 20,243 37,556

Net unhedged position

2 (37,082) 1,352 13

The net balance sheet positions for the Group in AUD and USD include cash, trade and other receivables, and trade and other payables for the

Australian and South American domiciled subsidiary companies and are therefore not hedged.

66 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 67

Refer to
Accounting

Policies

– page 70.

Refer to

Accounting

Policies

– page 70.

PGG WRIGHTSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

For the year ended 30 June 2018

ADDITIONAL FINANCIAL DISCLOSURES

22 FINANCIAL INSTRUMENTS CONTINUED

(d) Interest Rate Repricing Schedule

The following tables include the Group’s liabilities at their carrying amounts, categorised by the earlier of contractual repricing or maturity dates.

WITHIN 1 TO 2 OVER 2 NON INTEREST

12 MONTHS YEARS YEARS BEARING TOTA L

$000 $000 $000 $000 $000

2018

Liabilities

Debt 180,011 – – – 180,011

Derivative financial instruments (63,000) 15,000 48,000 4,611 4,611

Trade and other payables – – – 151,956 151,956

117,011 15,000 48,000 156,567 336,578

2017

Liabilities

Debt 137,644 – – – 137,644

Derivative financial instruments (78,000) 15,000 63,000 1,652 1,652

Trade and other payables – – – 137,670 137,670

59,644 15,000 63,000 139,322 276,966

e) Accounting classifications and fair values

The tables below set out the Group’s classification of each class of financial assets and liabilities, and their fair values.

DESIGNATED DESIGNATED

AT FAIR VALUE AT FAIR VALUE

THROUGH OTHER THROUGH PROFIT OTHER TOTAL CARRYING FAIR

COMPREHENSIVE INCOME AND LOSS AMORTISED COST AMOUNT VALUE

$000 $000 $000 $000 $000

2018

Assets

Cash and cash equivalents – – 10,926 10,926 10,926

Derivative financial instruments – 847 – 847 847

Trade and other receivables – – 232,202 232,202 232,202

Other investments 30 – 2,370 2,400 2,400

Go livestock receivables – – 39,419 39,419 39,419

Finance receivables 733 733 733

30 847 285,650 286,527 286,527

Liabilities

Derivative financial instruments – 4,611 – 4,611 4,611

Trade and other payables – – 151,956 151,956 151,956

Debt – – 180,011 180,011 180,011

– 4,611 331,967 336,578 336,578

2017

Assets

Cash and cash equivalents – – 9,403 9,403 9,403

Derivative financial instruments – 3,955 – 3,955 3,955

Trade and other receivables – – 205,752 205,752 205,752

Other investments 30 – 5,317 5,347 5,347

Go

livestock receivables – – 32,371 32,371 32,371

30 3,955 252,843 256,828 256,828

Liabilities

Derivative financial instruments – 1,652 – 1,652 1,652

Trade and other payables – – 137,670 137,670 137,670

Debt – – 137,644 137,644 137,644

– 1,652 275,314 276,966 276,966

The Group’s banking facilities are based on floating interest rates therefore the fair value of the banking facilities equals the carrying value.

22 FINANCIAL INSTRUMENTS CONTINUED

Fair value hierarchy

The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

– Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

– Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (ie. as prices) or

indirectly (ie. derived from prices)

– Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)

There have been no material movements between the fair value hierarchy during the year ended 30 June 2018.

LEVEL 1 LEVEL 2 LEVEL 3 TOTA L

NOTE $000 $000 $000 $000

2018

Assets

Derivative financial instruments – 847 – 847

Other investments 17 – – 30 30

– 847 30 877

Liabilities

Derivative financial instruments – 4,611 – 4,611

– 4,611 – 4,611

2017

Assets

Derivative financial instruments – 3,955 – 3,955

Other investments 17 – – 30 30

– 3,955 30 3,985

Liabilities

Derivative financial instruments – 1,652 – 1,652

– 1,652 – 1,652

(f ) Credit Risk

The carrying amount of financial assets represents the Group’s maximum credit exposure. The Group’s maximum credit exposure to credit risk for

receivables by geographic regions is as follows:

2018 2017

$000 $000

Total trade and other receivables and Go livestock receivables

New Zealand 179,598 158,936

Australia 10,848 13,314

South America 80,410 65,873

270,856 238,123

Concentrations of Credit Risk

Financial instruments which potentially subject the Group to concentrations of credit risk principally consist of bank balances, advances, trade

debtors, and forward foreign exchange contracts. The Group places its cash and short term investments with three major trading banks.

Concentrations of credit risk with respect to advances are limited due to the large number of customers included in the Group’s farming customer

base in New Zealand.

68 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 69

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED

For the year ended 30 June 2018

ADDITIONAL FINANCIAL DISCLOSURES

22 FINANCIAL INSTRUMENTS CONTINUED

Financial Instruments Accounting Policies

(i) Non-derivative Financial Assets

Non-derivative financial assets comprise investments in equity and debt securities, finance receivables, trade and other receivables,

cash and cash equivalents and intercompany advances. The Group early adopted NZ IFRS 9 (2009) Financial Instruments from 1

January 2012. NZ IFRS 9 (2009) requires that an entity classifies its financial assets at either amortised cost or fair value depending

on the entity’s business model for managing the financial assets and the contractual cash flow characteristics of the financial assets.

The Group early adopted IFRS 9 (2013) Financial Instruments from 1 January 2015. IFRS 9 (2013) provides amended general hedge

accounting requirements.

The Group initially recognises financial assets on the trade date at which the Group becomes a party to the contractual provisions of

the instrument.

Financial assets are initially measured at fair value. If the financial asset is not subsequently measured at fair value through profit and

loss, the initial investment includes transaction costs that are directly attributable to the asset’s acquisition or origination. The Group

subsequently measures financial assets at either fair value or amortised cost.

Financial assets measured at amortised cost

A financial asset is subsequently measured at amortised cost using the effective interest method and net of any impairment loss, if:

– the asset is held within a business model with an objective to hold assets in order to collect contractual cash flows; and

– the contractual terms of the financial asset give rise, on specified dates, to cash flows that are solely payments of principal and

interest.

Financial assets measured at fair value

Financial assets other than those classified as financial assets measured at amortised cost are subsequently measured at fair value with

all changes recognised in profit or loss.

However, for investments in equity instruments that are not held for trading, the Group may elect at initial recognition to present

gains and losses through other comprehensive income. For instruments measured at fair value through other comprehensive income

gains and losses are never reclassified to profit and loss and no impairments are recognised in profit and loss. Dividends earned

from such investments are recognised in profit and loss unless the dividends clearly represent a repayment of part of the cost of

investment.

Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks, other short term highly liquid investments with

maturities of three months or less. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash

management are included as a component of cash and cash equivalents.

Trade and Other Receivables

Trade and other receivables are stated at their amortised cost less impairment losses.

(ii) Non-derivative Financial Liabilities

Interest-bearing Borrowings

Interest-bearing borrowings are classified as other financial liabilities and are initially recognised at fair value plus any directly

attributable transaction costs. Subsequent to initial recognition, these liabilities are measured at amortised cost using the effective

interest rate method.

Trade and Other Payables

Trade and other payables are stated at cost.

Determination of Fair Values

Determination of Fair Values for Derivatives

The fair value of forward exchange contracts is based on broker quotes, if available. If broker quotes are not available, then fair value

is estimated by discounting the difference between the contractual forward price and the current forward price at the reporting date

for the residual maturity of the contract using a risk-free interest rate based on government bonds.

The fair value of interest rate swaps is based on broker quotes. These quotes are tested for reasonableness by discounting estimated

future cash flows based on the terms and maturity of each contract using market interest rates for a similar instrument at the

reporting date.

Determination of Fair Values for Non-derivative Financial Instruments

Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest cash

flows, discounted at the market rate of interest at the reporting date. For finance leases, the market rate of interest is determined by

reference to similar lease agreements.

23 OPERATING LEASES

2018 2017

$000 $000

Non-cancellable operating lease rentals are payable as follows:

Within one year 26,869 25,376

Between one and five years 68,281 56,981

Beyond five years 42,976 33,332

138,126 115,689

The Group leases a fleet of vehicles for use by employees, agents and representatives. Leases are typically for a period of between four and six

years.

The Group leases office and computer equipment. Leases are typically for a period of four years.

The Group also leases and subleases land and buildings from which it conducts operations. These leases range in length from one to 15 years

with various rights of renewal. Where surplus properties are unable to be exited, sublease revenue is obtained where possible on a short-term

temporary basis. During the year ended 30 June 2018 sublease revenue totalling $1.18 million (2017: $1.20 million) was received.

24 SEASONALITY OF OPERATIONS

The Group is subject to significant seasonal fluctuations. The Retail business is weighted towards the first half of the financial year as demand for

New Zealand farming inputs are generally weighted towards the Spring season. Livestock and Seed and Grain activities are significantly weighted

to the second half of the financial year. Seed and Grain revenues reflect the fact the Group operates in geographical zones that suit Autumn

harvesting and sowing. New Zealand generally has Spring calving and lambing and so Livestock trading is weighted towards the second half of

the financial year in order for farmers to maximize their incomes. Other business units have similar but less material cycles. The Group recognises

that this seasonality is the nature of the industry and plans and manages its business accordingly.

25 COMMITMENTS

2018 2017

NOTE $000 $000

There are commitments with respect to:

Capital expenditure not provided for 2,463 1,432

Investment in BioPacificVentures 17 51 51

Contributions to Primary Growth Partnership 277 867

2,791 2,350

Primary Growth Partnership–Seed and Nutritional Technology Development

The Group announced on 18 February 2013 that it had completed the contracting process for the Primary Growth Partnership (PGP) programme

with the Ministry of Primary Industries. The PGP programme is a Seed and Nutritional Technology Development Programme that aims to deliver

innovative forages for New Zealand farms. As a result of entering into the partnership the Group is committed to contributions to the partnership

over the six year life of the programme which ends on 31 December 2018. The total commitment in respect of the programme is $3.61 million

(2017: total commitment of $3.61 million). As at 30 June 2018 total contributions of $3.33 million (2017: $2.74 million) have been made to the

programme.

Forward purchase commitments

The Group as part of its ordinary course of business enters into forward purchase agreements with seed and wool growers. These commitments

extend for periods of up to three years. These commitments are at varying stage of execution, therefore there remains uncertainty associated with

yield, quality and market price. The Group is unable to sufficiently quantify the value of these commitments.

70 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 71

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED

For the year ended 30 June 2018

ADDITIONAL FINANCIAL DISCLOSURES

26 CONTINGENT LIABILITIES

There are contingent liabilities with respect to:

2018 2017

$000 $000

Guarantee 3,693 –

PGG Wrightson Loyalty Reward Programme 102 140

3,795 140

Guarantees

The guarantee is a standby letter of credit supporting external bank funding of the jointly controlled entity Fertimas S.A. Funding was previously

provided by the respective joint venture partners. See Note 17.

PGG Wrightson Loyalty Reward Programme

A provision is retained for the expected level of points redemption from the PGG Wrightson Loyalty Reward Programme. A contingent liability of

$0.10 million represents the balance of live points that do not form part of the provision (2017: $0.14 million).

Losses are not expected to arise from these contingent liabilities.

27 RELATED PARTIES

Parent and ultimate controlling party

The immediate parent of the Group is Agria (Singapore) Pte Ltd and the ultimate controlling party of the Group is Agria Corporation.

Transactions with Key Management Personnel

2018 2017

$000 $000

Key Management Personnel compensation comprised:

Short-term employee benefits 6,079 7,924

Post-employment benefits 151 121

Termination benefits – –

6,230 8,045

Directors fees incurred during the year are disclosed in Note 4 Other Operating Expenses.

27 RELATED PARTIES CONTINUED

Other Transactions with Key Management Personnel

Several Directors, Senior Executives or their related parties, hold positions in other entities that result in them having control or significant influence

over the financial or operating policies of these entities. A number of these entities transacted with the Group during the reporting period.

The terms and conditions of these transactions with Key Management Personnel and their related parties were no more favourable than those

available, or which might reasonably be expected to be available, on similar transactions to non-Key Management Personnel related entities on an

arm’s length basis.

The aggregate value of transactions and outstanding balances relating to Directors, Senior Executives and entities over which they have control or

significant influence were as follows:

TRANSACTION BALANCE TRANSACTION BALANCE

VALUE OUTSTANDING VALUE OUTSTANDING

2018 2018 2017 2017

$000 $000 $000 $000

Key Management

Personnel/Director Transaction

John Nichol Purchase of retail goods 2 – 4 –

Trevor Burt Purchase of retail goods and livestock transactions 184 – 106 –

Mark Dewdney

(resigned 31 October 2017) Purchase of retail goods and livestock transactions 416 – 543 20

David Green Purchase of retail goods and rental receipts 87 – 104 –

Stephen Guerin Purchase of retail goods and livestock transactions 9 – 16 –

John McKenzie Purchase of retail goods, sale of seed under

production contracts, sale of wool, water services

and livestock transactions 3,345 (593) 5,351 (382)

Peter Newbold Purchase of retail goods 35 3 25 –

Cedric Bayly

(retired 31 October 2017) Purchase of retail goods 1 – 9 –

72 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 73

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED

For the year ended 30 June 2018

ADDITIONAL FINANCIAL DISCLOSURES

28 REPORTING ENTITY

PGG Wrightson Limited (the “Company”) is a company domiciled in New Zealand, registered under the Companies Act 1993 and listed on the New

Zealand Stock Exchange. The Company is an FMC Entity in terms of the Financial Markets Conduct Act 2013.

The financial statements of PGG Wrightson Limited for the year ended 30 June 2018 comprise the Company and its subsidiaries (together referred

to as the “Group”) and the Group’s interest in associates and jointly controlled entities. The financial statements have been prepared in accordance

with the requirements of the Financial Markets Conduct Act 2013 and the Financial Reporting Act 2013.

The Group is primarily involved in the provision of goods and services within the agricultural sector.

29 BASIS OF PREPARATION

Statement of Compliance

The financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting Practice (“NZ GAAP”). They comply

with the New Zealand equivalents to International Financial Reporting Standards (“NZ IFRS”) and other applicable Financial Reporting Standards

as applicable for profit oriented entities. The financial statements comply with International Financial Reporting Standards as issued by the

International Accounting Standards Board, as applicable for profit oriented entities.

These statements were approved by the Board of Directors on 13 August 2018.

Basis of Measurement

The financial statements have been prepared on the historical cost basis except for the following:

– derivative financial instruments are measured at fair value

– financial instruments at fair value through profit or loss are measured at fair value

– investments are measured at fair value

– biological assets are measured at fair value less point-of-sale costs

– assets classified as held for sale are measured at the lower of their carrying amount and fair value less cost to sell.

Functional and Presentation Currency

These financial statements are presented in New Zealand dollars ($), which is the Group’s functional currency. All financial information presented in

New Zealand dollars has been rounded to the nearest thousand.

Use of Estimates and Judgements

The preparation of the consolidated financial statements in conformity with NZ IFRS requires management to make judgements, estimates and

assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results

may differ from these estimates and assumptions.

Estimates and assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the

estimate is revised and in any future periods affected.

Information about critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the

consolidated financial statements is included in the following notes:

Note Judgement

5 Carrying value of equity accounted investees

5 Reassessment of earn-out provision

14 Carrying value of trade and other receivables

15 Valuation of seeds inventory

20 Assessment of Holidays Act 2003 remediation costs

Certain comparative amounts have been reclassified to conform with the current period’s presentation.

30 OTHER SIGNIFICANT ACCOUNTING POLICIES

The accounting policies set out in these financial statements have been applied consistently to all periods presented in these consolidated

financial statements, and have been applied consistently by Group entities.

(a) Basis of Consolidation

Subsidiaries

Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the financial and operating policies of an

entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable are taken into account.

The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date

that control ceases.

Transactions Eliminated on Consolidation

Intra-group balances, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated

financial statements. Unrealised gains arising from transactions with equity accounted investees are eliminated against the investment to the

extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there

is no evidence of impairment.

(b) Foreign Currencies

Foreign Currency Transactions

Transactions in foreign currencies are translated to the respective functional currencies of the Group entities at the exchange rates at the dates of

the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency

at that date. The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the

beginning of the period, adjusted for effective interest and payments during the period, and the amortised cost in foreign currency translated at

the exchange rate at the end of the period.

Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at

the exchange rate at the date that fair value was determined. Foreign currency differences arising on retranslation are recognised in profit or loss.

Foreign Operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to New Zealand

dollars at the exchange rates at the reporting date. The income and expenses of foreign operations are translated to New Zealand dollars at

exchange rates at the date of the transactions.

Foreign currency differences are recognised in other comprehensive income and the Foreign Currency Translation Reserve (“FCTR”). When a foreign

operation is disposed of, in part or in full, the relevant amount in the FCTR is transferred to profit or loss.

(c) Impairment

The carrying value of the Group’s assets are reviewed at each reporting date to determine whether there is any objective evidence of impairment.

An impairment loss is recognised whenever the carrying amount exceeds its recoverable amount. Impairment losses directly reduce the carrying

value of assets and are recognised in profit or loss unless the asset is carried at a revalued amount in accordance with another standard.

Impairment of Equity Instruments

The Group assesses at each reporting date whether there is objective evidence that a financial asset or group of assets is impaired. In the case of

equity instruments that are not held for trading, the Group may elect to present gains and losses through other comprehensive income. If no

election is made fair value gains and losses are recognised in profit or loss.

The recoverable amount of the Group’s investments in held-to-maturity debt instruments and receivables carried at amortised cost is calculated as

the present value of estimated future cash flows, discounted at the original effective interest rate (i.e. the effective interest rate computed at initial

recognition of these financial assets). Receivables with short durations are not discounted.

Impairment losses on an individual basis are determined by an evaluation of the exposures on an instrument by instrument basis. All individual

instruments that are considered significant are subject to this approach.

All known losses are expensed in the period in which it becomes apparent that the receivables are not collectable.

74 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 75

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED

For the year ended 30 June 2018

ADDITIONAL FINANCIAL DISCLOSURES

30 OTHER SIGNIFICANT ACCOUNTING POLICIES CONTINUED

Non-nancial Assets

The carrying amounts of the Group’s non-financial assets, other than biological assets, inventories and deferred tax assets are reviewed at each

reporting date to determine whether there is any indication of impairment. If any such indication exists then the recoverable amount of the asset

is estimated.

An impairment loss is recognised if the carrying amount of an asset or the cash-generating unit to which it relates, exceeds the recoverable

amount. A cash-generating unit is the smallest identifiable asset group that generates cash flows that are largely independent from other assets

and groups. Impairment losses are recognised in profit or loss.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in

use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of

the time value of money and the risks specific to the asset or unit.

In determining the fair value using value in use, regard is given to external market evidence.

(d) Determination of Fair Values

A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets

and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the methods outlined in the respective

notes for the assets and liabilities. Where applicable, further information about the assumptions made is disclosed in the notes specific to that

asset or liability.

(e ) Intangible Assets

Research and Development

The principal research and development activities are in the development of systems, processes and new seed cultivars.

Research expenditure on the development of new systems and processes is recognised in profit or loss as incurred. Development activities

involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalised

only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are

probable, and the Group intends to and has sufficient resources to complete development and to use or sell the asset. The expenditure capitalised

includes the cost of materials, direct labour and overhead costs that are directly attributable to preparing the asset for its intended use. Other

development expenditure is recognised in profit or loss when incurred.

Capitalised development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses.

Research and development expenditure on the development of new seed cultivars is recognised in profit or loss as incurred. Development costs

of seed cultivars are substantially indistinguishable from the cultivar research costs.

(f ) Statement of Cash Flows

The statement of cash flows has been prepared using the direct approach modified by the netting of certain items as disclosed below.

Deposits received less withdrawals are netted as the cash flows are received and disbursed on behalf of customers and reflect the activities of the

customers rather than those of the Group.

30 OTHER SIGNIFICANT ACCOUNTING POLICIES CONTINUED

(g) Disclosure of Non-GAAP Financial Information

Non-GAAP reporting measures have been presented in the Statement of Profit or Loss or referenced to in the notes to the financial statements.

The following non-GAAP measures are relevant to the understanding of the Group financial performance:

– EBITDA (a non-GAAP measure) represents earnings before net interest and finance costs, income tax, depreciation, amortisation and the results

from discontinued operations.

– Operating EBITDA (a non-GAAP measure) represents earnings before net interest and finance costs, income tax, depreciation, amortisation,

results from discontinued operations, fair value adjustments and non-operating items.

The PGW Board and management consider the Operating EBITDA measure to promote a more meaningful communication of financial

information. This measure is also the required information for certain stakeholders and for internal management reporting and review.

(h) Standards and Interpretations That Have Been Issued or Amended But Are Not Yet Effective

A number of new standards and interpretations are not yet effective for the year ended 30 June 2018 and have not been applied in preparing

these consolidated financial statements. These standards are:

– IFRS 9 (2014) Financial Instruments has been issued. The final component of IFRS 9 (2014) introduces a new expected credit loss model for

calculating impairment. IFRS 9 (2014) is effective for annual periods beginning on or after 1 January 2018. The Group does not plan to adopt

IFRS 9 (2014) early. Initial review has determined that this new standard will not have a significant financial impact on the Group’s financial

statements.

– IFRS 15 Revenue from Contracts with Customers has been issued. This standard introduced a new revenue recognition model for contracts with

customers. The standard is effective for annual periods beginning on or after 1 January 2018. Initial review has determined that this new

standard will not have a significant financial impact on the Group’s financial statements.

– IFRS 16 Leases has been issued. This standard eliminates the classification of leases as either operating leases or finance leases. The standard

uses a single lessee model which requires a lessee to recognise on the Statement of Financial Position assets and liabilities for all leases with

a term of more than 12 months. The standard is effective for annual periods beginning on or after 1 January 2019. The Group does not plan

to adopt IFRS 16 early. Initial review has determined that this new standard will likely have a significant financial impact on both the balance

sheet and profit and loss given the extent of operating leases the Group is exposed to.

– A variety of minor improvements to standards have been made in order to clarify various treatments of specific transactions. These are not

expected to have an impact on the Group’s financial results.

76 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 77

ADDITIONAL FINANCIAL DISCLOSURES
78 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 79

FOREIGN CURRENCY REALISED CAPITAL

SHARE TRANSLATION AND OTHER REVALUATION HEDGING DEFINED BENEFIT FAIR VALUE RETAINED NONCONTROLLING TOTA L

CAPITAL RESERVE RESERVES RESERVE RESERVE PLAN RESERVE RESERVE EARNINGS INTEREST EQUITY

$000 $000 $000 $000 $000 $000 $000 $000 $000 $000

Balance at 1 July 2016 606,324 (8,749) 23,443 556 1,468 (17,170) 2,412 (336,028) 2,043 274,299

Total comprehensive income for the period

Profit or loss – – – – – – – 45,607 704 46,311

Other comprehensive income

Foreign currency translation differences – (1,532) – – – – – – 363 (1,169)

Changes in fair value of equity instruments, net of tax – – – – – – 240 – – 240

Effective portion of changes in fair value of cash flow hedges, net of tax – – – – (1,468) – – – – (1,468)

Defined benefit plan actuarial gains and losses, net of tax – – – – – 732 – – – 732

Total other comprehensive income – (1,532) – – (1,468) 732 240 – 363 (1,665)

Total comprehensive income for the period – (1,532) – – (1,468) 732 240 45,607 1,067 44,646

Transactions with shareholders, recorded directly in equity

Contributions by and distributions to shareholders

Dividends to shareholders – – – – – – – (28,588) (646) (29,234)

Total contributions by and distributions to shareholders – – – – – – – (28,588) (646) (29,234)

Transfer to retained earnings – – – – – 2,351 (5,239) 2,888 – –

Balance at 30 June 2017 606,324 (10,281) 23,443 556 – (14,087) (2,587) (316,121) 2,464 289,711

Balance at 1 July 2017 606,324 (10,281) 23,443 556 – (14,087) (2,587) (316,121) 2,464 289,711

Total comprehensive income for the period

Profit or loss – – – – – – – 17,964 923 18,887

Other comprehensive income

Foreign currency translation differences – 6,558 –

– – – – – (150) 6,408

Changes in fair value of equity instruments, net of tax – – – – – – – – – –

Effective portion of changes in fair value of cash flow hedges, net of tax – – – – – – – – – –

Defined benefit plan actuarial gains and losses, net of tax – – – – – 1,785 – – – 1,785

Total other comprehensive income – 6,558 – – – 1,785 – – (150) 8,193

Total comprehensive income for the period – 6,558 – – – 1,785 – 17,964 773 27,080

Transactions with shareholders, recorded directly in equity

Contributions by and distributions to shareholders

Dividends to shareholders – – – – – – (28,570) (759) (29,329)

Total contributions by and distributions to shareholders – – – – – – – (28,570) (759) (29,329)

Transfer to retained earnings – – – – – 3,260 (3,260) – –

Balance at 30 June 2018 606,324 (3,723) 23,443 556 – (9,042) (2,587) (329,987) 2,478 287,462

PGG WRIGHTSON LIMITED

STATEMENT OF CHANGES IN EQUITY

For the year ended 30 June 2018

ANNUAL REPORT 2018 | 81
PGG WRIGHTSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

For the year ended 30 June 2018

ADDITIONAL FINANCIAL DISCLOSURES

31 CAPITAL AND RESERVES

No. OF SHARES No. OF SHARES

2018 2017 2018 2017

000 000 $000 $000

On issue at 1 July 754,849 754,849 606,324 606,324

Share capital on issue at 30 June 754,849 754,849 606,324 606,324

All shares are ordinary fully paid shares with no par value, carry equal voting rights and share equally in any profit on the winding up of the Group.

Foreign currency translation reserve

The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations as

well as from the translation of liabilities that hedge the Group’s net investment in a foreign subsidiary.

Realised capital reserve

The realised capital reserve comprises the cumulative net capital gains that have been realised.

Revaluation reserve

The revaluation reserve relates to historic revaluations of property, plant and equipment.

Hedging reserve

The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to

hedged transactions that have not yet settled.

Defined benefit plan reserve

The defined benefit plan reserve contains actuarial gains and losses on plan assets and defined benefit obligations. During the year ended 30 June

2018 the amount of $3.26 million was transferred from the defined benefit reserve to retained earnings (30 June 2017: $2.35 million). This amount

represents the tax impact of lump sum cash contributions made.

Fair value reserve

The fair value reserve comprises the cumulative net change in the fair value of available-for-sale financial assets and equity investments elected at

fair value through other comprehensive income until the investments are derecognised or impaired.

Retained earnings

Retained earnings equals accumulated undistributed profit.

Dividends

The following dividends were paid by the Company for the year ended 30 June:

A fully imputed 2018 interim dividend of 1.75 cents per share was paid on 5 April 2018 and a fully imputed 2017 final dividend of 2.0 cents per

share was paid on 4 October 2017 (2017: Fully imputed 2017 interim dividend of 1.75 cents per share was paid on 4 April 2017 and a fully imputed

2016 final dividend of 2.0 cents per share was paid on 4 October 2016).

Share Capital Accounting Policies

Ordinary Share Capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction

from equity.

Repurchase of Share Capital

When share capital recognised as equity is repurchased, the amount of the consideration paid, including directly attributable costs, is

recognised as a deduction from equity. Repurchased shares are cancelled. Treasury stock for which unrestricted ownership has not yet been

transferred are not cancelled.

3580

80 | PGG WRIGHTSON LIMITED

82 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 83
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ANNUAL REPORT 2018 | 8584 | PGG WRIGHTSON LIMITED
1. Introduction

1.1 The Board of PGG Wrightson Limited is committed to acting

with integrity and expects high standards of behaviour and

accountability from all of PGG Wrightson’s officers and staff. As

part of this commitment, the Board has adopted this Corporate

Governance Code which incorporates the Board Charter.

1.2 This Code complies with the Recommendations in the NZX

2017 Corporate Governance Code (NZX Code) except where

specifically disclosed in this annual report. This Corporate

Governance section is current as at 30 June 2018 and has been

approved by PGG Wrightson’s Board of Directors.

1.3 The Board’s primary objective is the creation of shareholder value

through following appropriate strategies and ensuring effective

and innovative use of PGG Wrightson’s resources in providing

customer satisfaction. PGG Wrightson will be a good employer

and a responsible corporate citizen.

2. Ethical Standards and Code of Conduct

2.1 Directors recognise that it is their role to set high standards of

ethical behaviour, model this behaviour and hold management

accountable for observing, fostering and delivering high ethical

standards throughout the PGG Wrightson Group.

2.2 In compliance with NZX Code Recommendation 1.1, the Board

has several documents that document minimum standards of

ethical behaviour, being the Code of Conduct, Conflict of Interest

Policy, Group Fraud Prevention Policy and Whistle-Blower Policy,

and the Board Charter listed in section 3 below. In compliance

with NZX Code Recommendation 4.2, these policies are all

available to view on PGG Wrightson’s website at

www.pggwrightson.co.nz under Our Company > Governance

2.3 The Board has developed and adopted a written Code of

Conduct which requires all members of the PGG Wrightson

Group, including Directors and employees, to observe the

highest of standards of ethics and conduct, in alignment with

these PGG Wrightson Group Values:

Accountability:

Stand by our word and meet commitments.

Be accountable to our customers and each other.

Leadership:

Set standards and exceed expectations.

Take action and strive to excel.

Lead through innovation.

Integrity:

Operate ethically and with integrity.

Treat others with respect.

Act professionally.

Smarter:

Find ways to be more effective and efficient.

Think, decide and act quickly (without compromising

quality).

Learn from mistakes and celebrate successes.

Teamwork:

Share knowledge and information.

Work together to create solutions.

Think and act as ‘One-PGW’.

2.4 The Code of Conduct also requires members and staff of the PGG

Wrightson Group to:

Comply with standards including all applicable laws,

regulations, codes, policies and procedures and lawful and

reasonable directions;

Behave in a professional manner in a way that upholds

the PGG Wrightson Group Values and maintains public

confidence in our professionalism, honesty and integrity;

Use PGG Wrightson Group resources, assets, time, funds and

information only for their authorised/intended purpose;

Treat customers, suppliers, other PGG Wrightson personnel

and third parties with respect, courtesy and dignity:

Ensure their own and others’ health, safety and wellbeing in

the workplace, and protect the environment;

Avoid and/or disclose any Conflicts of Interest (real or

apparent). The PGG Wrightson Group has a detailed Conflicts

of Interest Policy which contains good practice guidelines

surrounding the identification, disclosure and management

of staff conflicts of interest;

Corporate

GOVERNANCE and

BOARD CHARTER

Incorporating Disclosure of Compliance with the NZX Corporate Governance Code

86 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 87
Follow company policy on receiving and giving gifts and

gratuities;

Protect PGG Wrightson Group Assets and comply with our

Group Fraud Prevention Policy;

Give proper attention to all matters and create an open

communication environment that results in all material

items being brought to the attention of the appropriate

management.;

Protect the confidentiality of and intellectual property rights

in all non-public information about our customers, suppliers,

PGG Wrightson personnel and business.

2.5 The Code of Conduct is available to view on PGG Wrightson’s

website at www.pggwrightson.co.nz under Our Company >

Governance. The Code of Conduct is communicated to all staff

and is included in regular staff training and inductions.

2.6 The Code of Conduct provides mechanisms to report breaches

of the Code including unethical behaviour, and specifies the

disciplinary procedures in place for any breaches. It is the

responsibility of the Board to review the Code of Conduct, to

implement the Code and to monitor compliance. The Board

receives reports on compliance with the Code of Conduct from

its internal audit function. No instances of material breaches have

been reported. PGG Wrightson has a Whistle-Blower policy that

allows any reports of serious wrongdoing including material

breaches of the Code of Conduct to be made on a protected

disclosure basis, which contains a process for direct access to an

independent director, to help encourage a culture of promoting

ethical behaviour and being able to speak up.

2.7 PGG Wrightson Limited maintains a Directors and Officers

Interests Register which is regularly updated, documenting

interests disclosed by all Board members and senior

management. The statutory disclosures section in the 2018

Annual Report is compiled from entries in the Directors Interests

Register during the reporting period. Directors may not

participate in Board discussions nor vote on matters in which they

have a personal interest.

3. Board Charter including Board Composition and Performance

3.1 This section 3 outlines the Board’s Charter which is in compliance

with NZX Code Recommendation 2.1. The Board is committed

to the principle that there should be a balance of independence,

skills, knowledge and experience among Directors so that the

Board works effectively. Directors are, except where permitted

by law, required to act in the best interests of PGG Wrightson

Limited and to give proper attention to the matters before them.

The Board is satisfied that the Directors commit the time needed

to be fully effective in the role. Directors are entitled to seek

independent professional advice to assist them in meeting their

responsibilities.

3.2 In compliance with NZX Code Recommendation 2.4, information

about each Director is disclosed in this annual report, including

a profile of experience, length of service, independence and

ownership interests. As at 30 June 2018 the Board had seven

Directors. Their experience, qualifications and the value that

they contribute to the Board are listed in the Board of Directors

biographies set out in the 2018 Annual Report. In addition,

John Fulton, Chief Financial Officer of Agria Corporation, is an

alternate Director for Joo Hai Lee. In compliance with NZX Code

Recommendation 2.8, the Chief Executive is different to the

Chairperson, and is not a member of the Board of Directors.

3.3 In accordance with NZX requirements, no less than one third of

the total number of Directors are required to be Independent

Directors. The Board meets this requirement as it currently has

three Independent Directors. The Board defines an Independent

Director as one who:–

is not an executive of the Company; and

has no disqualifying relationship within the meaning of the

NZX Listing Rules.

The Chairperson is not independent as Guanglin (Alan) Lai has an

association with substantial security holder, Agria (Singapore) Pte

Limited.

3.4 The statutory disclosures section in the 2018 Annual Report lists

the Company’s Directors’ independence status. The Board reviews

any determination that it makes on a Director’s independence on

becoming aware of any information that indicates that a Director

may have a relevant material relationship. Directors are required

to immediately advise of any new or changed relationships so

the Board can consider and determine its materiality. Directors’

interests including other relevant directorships that they hold are

listed on pages 93 to 94 of the 2018 Annual Report. None of the

Directors sit on any PGG Wrightson Group companies apart from

the parent PGG Wrightson Limited.

Corporate

GOVERNANCE and

BOARD CHARTER

continued

3.5 The Constitution contains no provisions for compulsory

retirement or a fixed tenure for Directors, although Directors must

periodically retire and seek re-election in accordance with the

Constitution and NZX Listing Rules. One third of the Directors

or, if their number is not a multiple of three, then the number

nearest to one-third, retire from office at the Annual Meeting

each year.

3.6 In compliance with NZX Code Recommendation 2.2 that

every issuer should have a procedure for the nomination

and appointment of directors to the Board, this is done as

circumstances require. PGG Wrightson Limited has a formal

and transparent method for the nomination and appointment

of directors to the Board – nominations are publicly called for

by notice on the NZX and considered at the Annual Meeting.

Checks will be done and key information about a candidate

provided to shareholders in the Notice of Annual Meeting,

including any material adverse information disclosed in the

checks where a candidate is standing for the first time or the

term of office if seeking re-election. Directors may be appointed

by the Board between Annual Meetings as permitted by the

Constitution but are required to seek re-election at the next

Annual Meeting. In relation to NZX Code Recommendation

3.4, the Board does not have a nomination Committee to

recommend director appointments to the Board as that is carried

out by the whole Board.

3.7 The Board has a template Director Letter of Appointment

available for use which sets out the written expectations

of Directors and which will be used for all new directors in

compliance with NZX Code Recommendation 2.3 that an issuer

should enter into written agreements with each newly appointed

director establishing the terms of their appointment.

3.8 In compliance with NZX Code Recommendation 2.7, the Board

has a process to formally review the performance of each

Director and the Board as a whole, not less than every two years.

In compliance with NZX Code Recommendation 2.6, Directors

are expected to undertake appropriate training to remain current

on how best to perform their duties as a director of a listed

company. Directors are regularly updated on relevant industry

and company issues, undertake visits to PGG Wrightson and

customer branches and operations, and receive briefings from

Executive Managers from all Business Units. Directors are able

to attend PGG Wrightson Business Unit conference sessions to

further their training.

3.9 The full Board met in person seven times during the year ended

30 June 2018. Directors also meet on other occasions for strategic

planning and held conference calls from time to time as required.

3.10 The Board is responsible for employing the Chief Executive and

approving the business strategy. To ensure efficiency, the Board

has delegated to the Chief Executive and subsidiary company

boards the day to day management and leadership of the

PGG Wrightson Group operations. The Company has a formal

delegated authority framework and policy that sets out matters

reserved for the Board and sub-delegates certain authorities to

the Chief Executive and Managers within defined limits. There is

a clear understanding of the division of responsibilities between

the Board and management.

3.11 In relation to NZX Code Recommendation 3.6, if and when

necessary the Board will establish appropriate protocols that set

out the procedure to be followed if there is a takeover offer for

the issuer including any communication between insiders and

the bidder. The protocols will disclose the scope of independent

advisory reports to shareholders, the option of establishing an

independent takeover committee, and the likely composition

and implementation of an independent takeover committee. The

Board does not consider it necessary to establish such protocols

in advance as standing protocols, but will do so if the need arises.

4. Board Committees

4.1 The Board has delegated some of its powers to Board

Committees. The Committees are made up of a minimum of

three non-Executive Director members and each Committee

has a written Board-approved charter which outlines that

Committee’s role, rights, responsibilities, membership

requirements and relationship with the Board. In compliance

with NZX Code Recommendation 2.7, the Board has a process to

formally review the performance of each Committee from time

to time in accordance with the relevant Committee’s written

charter. Proceedings of Committees are reported back to the full

Board to allow other Directors to question Committee members.

4.2 In compliance with NZX Code Recommendation 3.2 and 4.3,

senior management only attend Committee meetings at the

invitation of the Committee as is considered appropriate. The

Committees may appoint advisors as they see fit.

88 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 89
4.3 As at 30 June 2018 the Board had three standing Committees

– the Audit Committee, the Remuneration and Appointments

Committee and the Committee of Independent Directors. In

compliance with NZX Code Recommendation 3.5, the Board has

considered but does not think it is currently necessary to have

any other Board committees as standing Board committees.

Other committees are formed as and when required.

4.4 Audit Committee

In compliance with NZX Code Recommendation 3.1, as explained

below the Audit Committee operates under a written charter,

membership is majority independent and comprises solely of

non-Executive Directors, and the Chair is not also the Chairperson

of the Board.

In compliance with NZX Code Recommendation 4.2, the Audit

Committee Charter is available on PGG Wrightson’s website at

www.pggwrightson.co.nz under Our Company > Governance.

The majority of the members of the Audit Committee will be

Independent Directors and at least one member will have an

accounting or financial background. No member of the Audit

Committee will be an Executive Director. The members of the

Audit Committee are currently B R Irvine (Chairman), J E Nichol

and Joo Hai Lee. The Chair of the Audit Committee is different to

the Board Chair. The Audit Committee has appropriate financial

expertise, with all members having an accounting or financial

background. The Audit Committee met four times during the

financial year.

The main responsibilities of the Audit Committee are:

Ensuring the effectiveness of the accounting and internal

control systems;

Ensuring the Board is properly and regularly informed and

updated on corporate financial matters;

Monitoring and reviewing the independent and internal

auditing practices;

Recommending the appointment and removal of the

external auditor and considering a change in the lead audit

partner where the auditors continue in office for a period

exceeding five years;

Ensuring that the ability and independence of the auditors

to carry out their statutory audit role is not impaired, or could

reasonably be perceived to be impaired;

To interface with management, internal auditors and external

auditors and review the financial reports, as well as advising

all Directors whether they comply with appropriate laws and

regulations;

Overseeing matters relating to the values, ethics and financial

integrity of the Group;

To report Audit Committee proceedings back to the Board.

The Audit Committee has the authority to appoint outside legal

or other professional advisors if it considers necessary. The Audit

Committee on occasions meets with the internal auditors and

external auditors without the management present.

4.5 Remuneration and Appointments Committee

NZX Code Recommendation 3.3 is partially complied with in that

the Remuneration and Appointments Committee operates under

a written Charter, however the majority of members are not

independent directors as the Committee is comprised of the full

Board. In compliance with NZX Code Recommendation 4.2 the

Charter is available on PGG Wrightson’s website at

www.pggwrightson.co.nz under Our Company > Governance.

The Remuneration and Appointments Committee is chaired by

Guanglin (Alan) Lai, and its members are the remainder of the

Board. The Remuneration and Appointments Committee met

once as part of a full Board meeting, during the financial year.

The main responsibilities of the Remuneration and Appointments

Committee are:

To undertake an annual performance appraisal of the Chief

Executive and review the appraisal of direct reports to the

Chief Executive;

To review compensation policy and procedures, including

employee benefits and superannuation, and recommend to

the Board remuneration changes for the Chief Executive and

direct reports to the Chief Executive;

To review succession planning and senior management

development plans;

To report Committee proceedings back to the Board.

In addition a subcommittee of the Remuneration and

Appointments Committee was established during the year,

chaired by Trevor Burt, for the purpose of recruiting the new

Chief Executive, culminating in the appointment of Ian Glasson,

The role of the Remuneration and Appointments Committee as

set out in its Charter will be expanded to include the function

of recommending remuneration packages for Directors to

shareholders in future when such a recommendation to

shareholders is put forward. NZX Code Recommendation 5.1 will

continue to be complied with, being that director remuneration

is put to shareholders for approval in a transparent manner.

Corporate

GOVERNANCE and

BOARD CHARTER

continued

5. Reporting and Disclosure

5.1 The Board endorses the principle that it should demand integrity

both in financial reporting and in the provision by management

of information of sufficient content, quality and timeliness to

enable the Board to effectively discharge its duties. In compliance

with NZX Code Recommendation 4.3, PGG Wrightson considers

that its financial reporting is balanced, clear and objective.

5.2 The Company will provide timely and adequate disclosure

of information on matters of material impact to shareholders

and comply with the continuous disclosure and other listing

requirements of the NZX relating to shareholder reporting. In

compliance with NZX Code Recommendation 4.1, the Board

has adopted a Continuous Disclosure Policy which is available

on PGG Wrightson’s website at www.pggwrightson.co.nz under

Our Company > Governance. In compliance with NZX Code

Recommendation 4.3, PGG Wrightson provides non-financial

disclosure in its Annual Report, including considering material

exposure to environmental, economic and social sustainability

risks and other key risks, risk management and relevant internal

controls. The Company also communicates through the Interim

and Annual Reports, releases to the NZX and media, and on its

website at www.pggwrightson.co.nz.

5.3 PGG Wrightson has established and will maintain processes for

the provision of information to the Board by management of

sufficient content, quality and timeliness, as the Board considers

necessary to enable the Board to effectively discharge its

duties. The Board receives assurances from the Chief Executive

Officer and Chief Financial Officer that the Directors’ declaration

provided in accordance with International Financial Reporting

Standards (IFRS) and NZ IFRS is founded on a sound system of

risk management and internal control, and that the system is

operating effectively in all material respects in relation to financial

reporting risks.

5.4 In compliance with NZX Code Recommendation 1.2, the

Company has a detailed securities trading policy applying to

all Directors and staff which incorporates all insider trading

restraints. The Securities Trading Policy is available at

www.pggwrightson.co.nz under Our Company > Governance.

The Securities Trading Policy specifies that no Director or

employee may buy or sell PGG Wrightson shares while

in possession of inside information. Inside information is

information that is not generally available and, if it were generally

available, a reasonable person would expect it to have a material

effect on the price or value of PGG Wrightson shares. The

policy also states that Directors and staff in possession of inside

information cannot directly or indirectly advise or encourage

any person to deal in PGG Wrightson shares. Compliance with

the Securities Trading Policy is monitored through the consent

process and by education and notification by PGG Wrightson’s

share registrar Computershare when any Director or Officer

engages in trading activities. All trading in PGG Wrightson shares

by Directors and Officers is disclosed to the NZX.

5.5 In compliance with NZX Code Recommendation 2.5,

the Board has a Diversity Policy which is available at

www.pggwrightson.co.nz under Our Company > Governance.

Attributes that are particularly relevant to PGG Wrightson are

culture, ethnicity/nationality, gender and skills. The Board has

evaluated PGG Wrightson’s performance against its Diversity

Policy objectives which relate to the working environment,

employment and selection opportunities, Board appointment

recommendations, leadership training and HR management

support, and considers that these objectives have been met.

5.6 The table below lists the numerical quantitative breakdown of

the gender composition of PGG Wrightson’s Board of Directors

and its Officers as at 30 June 2018 and comparative figures for 30

June 2017. An Officer means a person, however designated, who

is concerned or takes part in the management of PGG Wrightson

Limited’s business, but excludes a person who does not report

directly to the Board or who does not report directly to a person

who reports to the Board.

PGG WRIGHTSON LTD’S

BOARD OF DIRECTORS AS AT

30 JUNE 2018

PGG WRIGHTSON LTD’S

BOARD OF DIRECTORS AS

AT 30 JUNE 2017

PGG WRIGHTSON LTD’S

OFFICERS

AS AT 30 JUNE 2018

PGG WRIGHTSON LTD’S

OFFICERS

AS AT 30 JUNE 2017

PGG WRIGHTSON GROUP

WORKFORCE*

AS AT 30 JUNE 2018

PGG WRIGHTSON GROUP

WORKFORCE*

AS AT 30 JUNE 2017

Number of Males 77111214081327

Percentage of Males 100%100%91%93%65%67%

Number of Females 0011753657

Percentage of Females 0%0%9%7%35%33%

* Calculation methodology excludes casuals, fixed term employees and independent commission agents/independent contractors.

90 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 91
6. Director and Executive Remuneration

6.1 The Board is committed to the policy that remuneration

of Directors and executives should be transparent, fair and

reasonable.

6.2 The Board’s Remuneration Policy for Directors is that Directors’

fees in aggregate must be formally approved by shareholders. In

compliance with NZX Code Recommendation 5.1, the statutory

disclosures section in the 2018 Annual Report lists the Company’s

Directors’ actual remuneration including any Board Committee

fees paid. There are no performance incentives for any Directors.

The Board has not elected to create a performance based Equity

Security Compensation Plan. Further the Board supports Directors

investing a portion of their Directors’ remuneration in purchasing

shares in the Company but it does not consider this should be

mandatory.

6.3 The Board considers that it partially complies with NZX

Code Recommendation 5.2, being that PGG Wrightson’s

remuneration policy for remuneration of Officers outlines the

relative weightings of remuneration components and relevant

performance criteria. Directors’ remuneration does not have

performance criteria attached to it.

6.4 All executive remuneration incentives align with financial and

non-financial performance measures relating to PGG Wrightson’s

objectives, and are compatible with PGG Wrightson’s risk

management policies and systems.

7. Risk Management

7.1 In compliance with NZX Code Recommendation 6.1, PGG

Wrightson has in place a risk management framework for its

business, the Board receives and reviews regular reports, and has

in place a framework to manage any existing risks and to report

the material risks facing the business and how these are being

managed.

7.2 It is the responsibility of the Board to monitor the broader

risk management processes in place to identify and

manage potential and relevant risks. Directors have a sound

understanding of the key risks faced by the business.

7.3 In discharging this obligation the Board has:

In conjunction with the Chief Executive, Audit Committee,

internal and external audit, set up and monitored rigorous

processes for risk management and internal controls to

ensure that management prudently and efficiently manage

resources, and the identification of the nature and magnitude

of the Company’s material risks. PGG Wrightson has a

comprehensive Risk Policy and Group Risk Management

Framework.

Considered the nature and extent of risks the Board is

willing to take to achieve its strategic objectives. The

Company is committed to the management of risk to

achieve sustainability of service, employment and profits,

and therefore takes on controlled amounts of risk when

considered appropriate;

In conjunction with the Chief Executive and Audit Committee,

reviewed the effectiveness and integrity of compliance and

risk management systems within the business. The Board

receives and reviews regular reports on the operation of

the risk management framework that includes policies and

internal control processes, as well as any developments

in relation to key risks. Reports include oversight of the

Company’s risk register and highlight the main risks to

the Company’s performance and the steps being taken to

manage these;

Established a separate management Risk and Compliance

Committee that is responsible for the oversight of business

risks and future risk strategy.

Corporate

GOVERNANCE and

BOARD CHARTER

continued

7.4 The Board maintains insurance coverage with reputable insurers

for relevant insurable risks and recently renewed its insurance

policies in accordance with the policy approach determined by

the Board.

7.5 In compliance with NZX Code Recommendation 6.2, PGG

Wrightson has on page 7 of this 2018 Annual Report disclosed

how it manages its health and safety risks and has reported on

our health and safety risks, performance and management. In

August 2017, we revised our governance structure for managing

health and safety and formed a Group Health & Safety Committee

represented by Senior management, including the Chief

Executive and Chief Financial Officer, and two Board members.

8. Independent Auditors

8.1 In compliance with NZX Code Recommendation 7.1, the Board

has established a framework as set out below for the Company’s

relationship with its external auditors. This includes procedures:

(a) for sustaining communication with the external auditors;

(b) to ensure that the ability of the external auditors to carry out

their statutory audit role is not impaired, or could reasonably

be perceived to be impaired;

(c) to address what, if any, services (whether by type or level)

other than their statutory audit roles may be provided by the

auditors; and

(d) to provide for the monitoring and approval by the Audit

Committee of any service provided by the external auditors

other than in their statutory audit role.

8.2 The Board subscribes to the principle that it has a key function

to ensure the quality and independence of the external

audit process. The Board operates formal and transparent

procedures for sustaining communication with PGG Wrightson’s

independent and internal auditors. The Board seeks to ensure

that the ability, objectivity and independence of the auditors

to carry out their statutory audit role is not compromised or

impaired or could reasonably be perceived to be compromised

or impaired. The auditors are invited to attend all Audit

Committee meetings (except where auditor remuneration is

discussed). This attendance can include invitations for private

sessions between the Audit Committee and the external auditor

without management present. In addition the lead audit partner

of the external auditor is rotated at least every five years.

8.3 To ensure there is no conflict with other services that may be

provided by the external auditors, the Company has adopted a

policy whereby the external auditors will not provide any other

services unless specifically approved by the Audit Committee.

The external auditors KPMG did provide some small value

non-financial statement audit work in the year ended 30 June

2018 which was pre-approved by the Audit Committee. The

nature of the types of work completed and the remuneration

received is disclosed on page 46 of the financial statements. The

external auditors confirmed in their audit report on pages 81– 84

of this Annual Report that those matters did not impair their

independence as auditor of the Group.

8.4 In compliance with NZX Code Recommendation 7.2, the external

auditor attends the Annual Meeting to answer questions from

shareholders in relation to the audit.

8.5 In compliance with NZX Code Recommendation 7.3, PGG

Wrightson’s internal audit functions are disclosed here. The

internal audit function comprises a Team Leader and an Internal

Audit Manager supported by a co-source partner. The internal

audit function is responsible for carrying out audits in accordance

with the internal audit plan approved by the Audit Committee.

The function reviews and reports on the effectiveness of internal

control systems and processes for the Company.

92 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 93
9. Shareholder Relations and Stakeholders

9.1 While the Company does not have a formal shareholder

or stakeholder relations policy, the Board actively fosters

constructive relationships with its shareholders, as appropriate.

The Board is at all times cognisant of the need to protect and act

in the best interests of the Company’s shareholders.

9.2 In compliance with NZX Code Recommendation 8.1, PGG

Wrightson’s website www.pggwrightson.co.nz has an Investors

Section where investors and interested stakeholders can

access financial and operational information and key corporate

governance information. This contains key governance

documents and policies, contact details for investor matters,

current and past Annual Reports, notices of meetings and

other key dates in the investor schedule, a list of shareholders’

frequently asked questions, media releases, periodic financial

information, dividend histories and other information. PGG

Wrightson lists its Business Unit descriptions and key activities

on its website, and its releases contain information on business

goals and performance. The Company encourages shareholder

participation at the Annual Meeting, by providing as an item of

General Business, the conducting of a shareholder discussion,

where a reasonable opportunity is given for shareholders to

question, discuss or comment on the management of the

Company.

9.3 In compliance with NZX Code Recommendation 8.2, PGG

Wrightson allows investors the ability to easily communicate with

it, including providing the option to receive communications

electronically. The Company has continued to seek to improve

shareholder participation, efficiency and cost effectiveness

of communication with shareholders by again offering them

its e-comms programme, where shareholders can elect to

move all their security holder communication to full electronic

communications for the future.

9.4 The Company considers its significant stakeholders to be its

shareholders (including institutional investors), its staff, its

customers, suppliers and contractors. When undertaking its

operations and activities, the Company respects the interests of

its stakeholders within the context of its ownership type and the

Company’s fundamental purpose. The Board considers that the

Company’s conduct adheres to widely accepted ethical, social

and environmental norms.

9.5 In compliance with NZX Code Recommendation 8.3,

shareholders have the right to vote on major decisions which

may change the nature of the Company.

9.6 In compliance with NZX Code Recommendation 8.4, each

shareholder has one vote per share equally with other

shareholders.

9.7 In compliance with NZX Code Recommendation 8.5, the

shareholders’ Notice of Annual Meeting is posted on the website

as soon as possible and at least 28 days prior to the meeting.

10. Annual Review

10.1 A review of this Corporate Governance Code and associated

processes and procedures is completed on an annual basis

to ensure the Company adheres to best practice governance

principles (as promulgated by the relevant authoritative bodies)

and maintains high ethical standards.

Corporate

GOVERNANCE and

BOARD CHARTER

continued

The following particulars of notices were given by Directors of the Company pursuant to

section 140(2) of the Companies Act 1993 for the year 1 July 2017 to 30 June 2018

DIRECTOR INTEREST ORGANISATION

G Lai

Chairman Chairman Softpower International Limited (HKSE:0380) (Interest ceased during the year)

Agria Corporation

Agria Corporation (New Zealand) Limited

Brothers Capital Limited

Director Singapore Zhongxin Investments Co. Limited

Vice Chairman China Chamber of Commerce, New Zealand

Shenzhen General Chamber of Commerce, China

T J Burt

Deputy Chairman Chairman Ngai Tahu Holdings Corporation Limited

Ngai Tahu Capital Limited

Lyttelton Port Company Limited

Director Agria Asia Investments Limited

Agria (Singapore) Pte Limited

Landpower Holdings Limited

Market Gardeners Limited

Silver Fern Farms Limited

Director/Shareholder Noblesse Oblige Limited (previously known as Chambers at Hazeldean Limited)

Breakaway Investments Limited

Eastern Dynasty Limited

Hossack Station Limited

Pile Bay Partners Limited

Tai Tapu Partners Limited

Trustee Burt Family Trust

Christs College

Maia Health Foundation

B R Irvine

Director Godfrey Hirst NZ Limited and Subsidiaries (interest ceased during the year)

Heartland Bank Limited and Subsidiaries

House of Travel Holdings Limited

Market Gardeners Limited and Subsidiaries

Rakon Limited and Subsidiaries

Scenic Hotels Limited

Skope Industries Limited

Director/Shareholder BR Irvine Limited

Statutory

DISCLOSURES

94 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 95
DIRECTOR INTEREST ORGANISATION

J H Lee

Director Hayflux Limited

Sinocloud Group Limited

Agria Corporation

Agria (Singapore) Pte Ltd

Lung Kee (Bermuda) Holdings Limited

Raffles United Holdings Limited

J E Nichol

Director Watson & Son Limited

Director/Shareholder Optica Life Accessories Limited

L S Seah

Chairman Nucleus Connect Pte Limited

Director M&C Reit Management Limited

M&C Business Trust Management Limited

Global Investments Limited

Telechoice International Limited

Yanlord Land Group Limited

Sole Proprietor Soft Capital Sg

Kean Seng U

Head of Corporate Agria Corporation

and Legal Affairs

In addition, T J Burt and J E Nichol advised that they hold interests in farming operations that transact business with PGG Wrightson Group

companies on normal terms of trade.

Directors’ Remuneration

The following persons held office, or ceased to hold office, as a Director during the year to 30 June 2018 and received the following remuneration

(including the value of any benefits). Fees are not paid for membership of the Remuneration & Appointments Committee. Figures are gross and

exclude GST (if any):

DIRECTORDIRECTOR’S FEESAUDIT COMMITTEE

TOTA L

REMUNERATION

G Lai Chairman$210,000.00–$210,000.00

T J Burt Deputy Chairman$120,000.00–$120,000.00

B R Irvine$80,000.00Chairman$20,000.00$100,000.00

J H Lee

(1)

$53,260.87$6,657.61$59,918.48

J E Nichol$80,000.00$10,000.00$90,000.00

L S Seah$80,000.00–$80,000.00

W K Tsang

(2)

$23,478.26$2,934.78$26,413.04

Kean Seng U$80,000.00–$80,000.00

(1)

Appointed 31 October 2018

(2)

Resigned 16 October 2017

Statutory

DISCLOSURES continued

Directors’ Shareholdings

No Directors of PGG Wrightson Limited hold shares in PGG Wrightson,

however T J Burt, G Lai, J H Lee and Kean Seng U are associated

persons of substantial security holders Agria (Singapore) Pte Ltd, Agria

Asia Investments Limited, Agria Group Limited and Agria Corporation

(together Agria Group), and Ngai Tahu Capital Limited, with Agria

(Singapore) Pte Limited holding 379,068,619 shares as at 30 June 2018

(379,068,619 as at 30 June 2017).

Directors’ Share Transactions

No Directors of the Company have notified the Company of any share

transactions between 1 July 2017 and 30 June 2018.

Directors’ Independence

The Board has determined that as at 30 June 2018, as defined under

the NZSX Listing Rules:

The following Directors are Independent Directors: B R Irvine,

J E Nichol, and L S Seah.

The following Directors are not Independent Directors by virtue of

their association with a substantial security holder: G Lai, T J Burt,

J H Lee and Kean Seng U.

NZX Waivers

No waivers have been granted and published by the NZX during the

12 months ending 30 June 2018.

Directors’ Indemnity and Insurance

In accordance with section 162 of the Companies Act 1993 and the

Constitution of the Company, the Company has insured Directors

and Officers against liabilities to other parties that may arise from

their positions as Directors and Officers of the Company, Subsidiaries

and Associates. This insurance does not cover liabilities arising from

criminal actions and deliberate and reckless acts or omissions.

Use of Company Information by Directors

The Board has implemented a protocol governing the disclosure of

Company information to its substantial security holders. In accordance

with this protocol and section 145 of the Companies Act 1993, T J

Burt, G Lai, J H Lee and Kean Seng U have given notice that they may

disclose certain information to Agria Corporation in order to seek, and

inform the Board of, its view as to the governance and operation of

the Company and in order to enable Agria Corporation to comply with

certain statutory obligations.

96 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 97
Employee Remuneration

Set out below are the numbers of employees of the Company and its

subsidiaries who received remuneration and other benefits of $100,000

or more during the year, in their capacity as employees.

The schedule includes:

all monetary payments actually made during the year, including

redundancies and the face value of any at-risk long-term incentives

granted, where applicable;

the employer’s contributions to superannuation funds, retiring

entitlements, health insurance schemes and payments to

terminating employees (e.g. long service leave);

livestock employees who are remunerated on a commission basis

and whose remuneration fluctuates materially from year to year.

Livestock remuneration includes incentives paid in the current year

that were earned in respect of the prior year’s performance.

The schedule excludes:


amounts paid post 30 June 2018 that related to services

provided in the 2018 financial year;

telephone concessions to some employees that can include free

telephone line rental, national and international phone calls and

online services;

independent real estate/livestock commission agents;


any benefits received by employees that do not have an

attributable value.

The remuneration details of employees paid outside of New Zealand

have been converted into New Zealand dollars. No employees

appointed as a director of a subsidiary company of PGG Wrightson

Limited receives or retains any remuneration or other benefits from

PGG Wrightson Limited for acting as such.

In compliance with the NZX Code Recommendation 5.3, the remuneration arrangements in place for PGG Wrightson’s Chief Executive’s over the

relevant periods are:

General Disclosures

Subsidiary Company Directors

The following persons held the office of Director of the respective subsidiaries (as defined in the Companies Act 1993) during the year

on behalf of the Group. Directors appointed (A) or who resigned (R) during the year are indicated. Staff appointments do not receive

Director fees or other benefits as a Director. Unless otherwise indicated, Group ownership is 100%.

LEGAL COMPANY NAME PGG WRIGHTSON DIRECTORS

New Zealand Companies

Agricom LimitedJS Daly, MB Dewdney (R), JD McKenzie, I Glasson (A)

Agriculture New Zealand LimitedJS Daly, MB Dewdney (R), I Glasson (A)

Ag Property Holdings LimitedJS Daly, MB Dewdney (R), I Glasson (A)

Agri Optics New Zealand Limited (33%)JD McKenzie, DP Lynch (R), S Guerin (A)

AgriServices South America LimitedJS Daly, MB Dewdney (R), I Glasson (A)

Bloch & Behrens Wool (NZ) Limited

(1)

JS Daly, CJ Bayly (R), MB Dewdney (R), I Glasson (A), G Edwards (A)

Forage Innovations Limited (51%)DHF Green, JD McKenzie

Grasslands Innovation Limited (70%)AW Elliott (R), DHF Green, JD McKenzie, JD Stewart (A)

NZ Agritrade Limited

(1)

JS Daly, MB Dewdney (R), SJ Guerin, I Glasson (A)

PGG Wrightson Consortia Research LimitedJS Daly, MB Dewdney (R), JD McKenzie, I Glasson (A)

PGG Wrightson Employee Benefits Plan LimitedSir Selwyn Cushing (R), CD Adam, BR Burrough (R), JS Daly, GR Davis, SJ Guerin

PGG Wrightson Employee Benefits Plan Trustee Limited

(2)

Sir Selwyn Cushing (R), CD Adam, BR Burrough (R), PR Drury, GR Davis, SJ Guerin

PGG Wrightson Investments LimitedJS Daly, MB Dewdney (R), I Glasson (A)

PGG Wrightson Real Estate Limited

(1)

JS Daly, MB Dewdney (R), I Glasson (A)

PGG Wrightson Seeds Limited

(1)

JS Daly, MB Dewdney (R), JD McKenzie, I Glasson (A)

PGG Wrightson Seeds Holdings LimitedJD McKenzie, MB Dewdney (R), I Glasson (A)

Statutory

DISCLOSURES continued

$100,000 – 110,00092

$110,001 – 120,00064

$120,001 – 130,00035

$130,001 – 140,00047

$140,001 – 150,00034

$150,001 – 160,00032

$160,001 – 170,00019

$170,001 – 180,00017

$180,001 – 190,00016

$190,001 – 200,00014

$200,001 – 210,00012

$210,001 – 220,0005

$220,001 – 230,0006

$230,001 – 240,0009

$240,001 – 250,0003

$250,001 – 260,0005

$260,001 – 270,0004

$270,001 – 280,0003

$280,001 – 290,0003

$290,001 – 300,0002

REMUNERATION RANGENUMBER OF EMPLOYEESREMUNERATION RANGENUMBER OF EMPLOYEES

In the year ended 30 June 2018 payments totalling $2,186,736 were

made to Mark Dewdney as follows:

• $600,423.50 – part year base salary (incl. annual leave entitlements

on termination).

• $1,443,352 – payment received upon completion of employment

contract.

• $142,961 – 50% achieved of the on-target short term incentive with

the following performance criteria - Financial Results (50%), Strategic

Objectives (40%) and Health & Safety performance and culture (10%).

As at 30 June 2018 remuneration arrangements in place for Ian

Glasson for the FY2019 year are as follows:

• Base salary - $1,250,000 (gross).

• Annual Short Term incentive - $375,000 (gross). Performance

criteria being Financial Results, Strategic Objectives and Health

and Safety performance and culture.

• Long Term incentive - $1,000,000 (gross) with an additional

potential stretch payment up to a maximum of $250,000

(gross). Performance criteria being unlocking shareholder value.

The Board’s Remuneration and Appointments Committee approves the Group’s remuneration policy. The Committee also reviews and

recommends to the Board for approval the remuneration of the Chief Executive Officer and the remuneration of the executives who report directly

to the Chief Executive Officer.

(1)

P Scott was appointed as an Alternate director for M Dewdney

(2)

J Daly resigned as a director however was appointed as an Alternate director.

$300,001 – 310,0001

$310,001 – 320,0002

$320,001 – 330,0004

$330,001 – 340,0004

$340,001 – 350,0004

$350,001 – 360,0001

$360,001 – 370,0004

$370,001 – 380,0001

$380,001 – 390,0001

$410,001 – 420,0002

$430,001 – 440,0001

$440,001 – 450,0001

$500,001 – 510,0001

$540,001 – 550,0001

$620,001 – 630,0001

$680,001 – 690,0001

$720,001 – 730,0001

$750,001 – $760,0001

$2,180,001 – $2,190,0001

ANNUAL REPORT 2018 | 9998 | PGG WRIGHTSON LIMITED
Australian Companies

AGR Seeds Pty Limited

( Voluntarily removed from the Companies Register)

MB Dewdney, JD McKenzie, J Stewart

Agricom Australia Seeds Pty LimitedMB Dewdney (R), JD McKenzie, J Stewart, I Glasson (A)

AW Seeds Pty Limited

( Voluntarily removed from the Companies Register)

MB Dewdney, JD McKenzie, J Stewart

PGW AgriServices Australia Pty Limited

( Voluntarily removed from the Companies Register)

MB Dewdney, J Stewart

PGG Wrightson Seeds Australia Holdings Pty LtdMB Dewdney (R), JD McKenzie, J Stewart, I Glasson (A)

PGG Wrightson Seeds (Australia) Pty LimitedMB Dewdney (R), JD McKenzie, J Stewart, I Glasson (A)

SP Seeds Pty Limited

( Voluntarily removed from the Companies Register)

MB Dewdney, JD McKenzie, J Stewart

South American Companies

Afinlux S.A. (51.2%) (Uruguay)M Banchero, R Rodriguez, JD McKenzie

Agrosan S.A. (Uruguay)M Banchero, JD McKenzie, MB Dewdney (R), I Glasson (A)

PGG Wrightson Seeds Argentina S.A.M Banchero, JD McKenzie, R Moyano, E Beccar Varela, MD Auro

APL San Jose S.A. (60%) (Uruguay)M Banchero, A Ponte, F Valverde

Escritorio Romualdo Rodriguez Ltda (99.6%) (Uruguay)Administrator: Afinlux S.A.

Hunker S.A. (Uruguay)M Banchero, JD McKenzie, MB Dewdney (R), I Glasson (A)

Juzay S.A. (Uruguay)M Banchero, JD McKenzie, MB Dewdney (R), I Glasson (A)

Kroslyn S.A. (Uruguay)M Banchero, JD McKenzie, MB Dewdney (R), I Glasson (A)

Lanelle S.A. (Uruguay)M Banchero, JD McKenzie, MB Dewdney (R), I Glasson (A)

PGW Sementes Ltda (97.22%) (Brazil)M Banchero, H De Boni

Patagonia Seeds Sociedad Anonima (75%) (Argentina)M Banchero, JM Allonca

PGG Wrightson Uruguay Limited S.A. (Uruguay)M Banchero, JD McKenzie, MB Dewdney (R), I Glasson (A)

PGW AgriTech South America S.A. (Uruguay)M Banchero, JD McKenzie, MB Dewdney (R), I Glasson (A)

Wrightson Pas S.A. (Uruguay)M Banchero, JD McKenzie, MB Dewdney (R), I Glasson (A)

PGG Wrightson Limited is quoted on the New Zealand Stock Market of NZX Limited (code PGW).

As at 31 July 2018, PGG Wrightson Limited had 754,848,774 ordinary shares on issue.

Substantial Security Holders

At 31 July 2018, the following security holder had given notice in accordance with the then Securities Markets Act 1988 that it was a substantial

security holder in the Company. The number of shares shown below are as advised in the substantial security holder notice to the Company.

SHAREHOLDERNUMBER OF SHARESDATE OF NOTICE

Agria Group, New Hope Group and Ngai Tahu Capital Ltd*

379,068,61928 June 2011

* Nature of connection between parties associated with substantial security holder: Agria Group, New Hope Group and Ngai Tahu Capital

Limited are each party to a shareholders agreement dated 17 April 2011 together with Agria (Singapore) Pte Limited and Agria Asia

Investments Limited.

Twenty Largest Registered Shareholders

The 20 largest shareholders in PGG Wrightson Limited as at 31 July 2018 were:

SHAREHOLDERNUMBER OF SHARES HELD% OF SHARES HELD

1.Agria (Singapore) Pte Limited379,068,61950.22

2.HSBC Nominees (New Zealand) Limited*30,723,8364.09

3.Forsyth Barr Custodians Limited23,804,9893.16

4.FNZ Custodians Limited14,112,6161.87

5.Masfen Securities Limited11,401,3531.51

6.Accident Compensation Corporation* 7,057,5110.94

7.Citibank Nominees (New Zealand) Limited*4,861,9340.59

8.BNP Paribas Nominees (NZ) Limited4,484,6110.92

9. Custodial Services Limited3,704,5440.49

10.Leveraged Equities Finance Limited3,459,3010.46

11.JP Morgan Chase Bank NA*3,383,8030.45

12.Philip Carter3,358,7020.44

13H & G Limited3,067,3230.41

14.Michael Benjamin3,000,0000.40

15Arden Capital Limited2,004,6050.27

16.Nicolas Kaptein2,000,4100.27

17.Woolf Fisher Trust Incorporated1,850,0000.25

18.Totara Grove Investments Limited1,800,0000.24

19.Gamma Trustee Limited1,614,4750.21

20.Robert and Lesley Cottrell1,609,1440.21

* New Zealand Central Securities Depository Limited

Shareholder

INFORMATION

Statutory

DISCLOSURES continued

LEGAL COMPANY NAME PGG WRIGHTSON DIRECTORS

New Zealand Companies – continued

PGG Wrightson Seeds New Zealand LimitedJD McKenzie, MB Dewdney (R), I Glasson (A)

PGG Wrightson Seeds South America Holdings LimitedJS Daly, MB Dewdney (R), I Glasson (A)

PGG Wrightson Trustee LimitedSir Selwyn Cushing (R), JS Daly, SJ Guerin

PGW Corporate Trustee Limited

( Voluntarily removed from the Companies Register)

JS Daly, MB Dewdney

PGW Rural Capital LimitedJS Daly, MB Dewdney (R), I Glasson (A)

Sheffield Saleyards Co Limited (53.5%)FA Fowler (R), RG Nordstom (A)

Wrightson Seeds LimitedMB Dewdney (R), JD McKenzie, I Glasson (A)

Corporate
DIRECTORY

100 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 101

Analysis of Shareholdings

Distribution of ordinary shares and shareholdings at 31 July 2018 was:

SIZE OF HOLDING

NUMBER OF

SHAREHOLDERS

NUMBER OF

SHARES

% OF

SHARES

1 - 99301,7160.00

100 - 1998412,6320.00

200 - 499531172,1150.02

500 – 9991,6511,137,9070.15

1,000 – 1,9991,7832,529,4030.34

2,000 - 4,9992,1937,030,0270.93

5,000 – 9,9991,60710,836,9051.44

10,000 – 49,9993,13166,567,3758.82

50,000 – 99,99960439,386,0945.22

100,000 – 499,99944476,977,52010.20

500,000 – 999,9993925,848,5313.42

1,000,000 and above34524,349,08969.46

Total12,131754,848,774100.00

Registered addresses of shareholders as at 31 July 2018 were:

ADDRESS

NUMBER OF

SHAREHOLDERS

% OF

SHAREHOLDERS

NUMBER OF

SHARES

% OF

SHARES

Singapore80.07379,627,60050.29

New Zealand11,86197.77372,281,28949.32

Australia1301.071,326,8050.18

Other1321.091,613,0800.21

Total12,131100.00754,848,774100.00

Board of Directors

for the Year Ending 30 June 2018

Guanglin (Alan) Lai

Chairman

Trevor Burt

Deputy Chairman

Bruce Irvine

Joo Hai Lee

John Fulton is an Alternate Director

for Joo Hai Lee

John Nichol

Lim Siang (Ronald) Seah

Kean Seng U

Chief Executive Officer

Ian Glasson

Chief Financial Officer

Peter Scott

General Manager, Strategy and

Corporate Affairs/Company

Secretary

Julian Daly

Registered Office

PGG Wrightson Limited

57 Waterloo Road

Hornby

Christchurch 8042

PO Box 292

Christchurch 8140

Telephone:

0800 10 22 76 (NZ only)

+64 3 372 0800 (International)

Email: enquiries@pggwrightson.co.nz

Auditors

KPMG

Level 5

79 Cashel Street

PO Box 1739

Christchurch 8140

Telephone +64 3 363 5600

Company number 142962

NZBN 9429040323497

Managing your shareholding online:

To change your address, update your payment instructions and to

view your investment portfolio, including transactions, please visit:

www.investorcentre.com/nz

General enquiries can be directed to:

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road

Takapuna, Auckland 0622

8

enquiry@computershare.co.nz

* Private Bag 92119, Auckland 1142,

New Zealand

)

Telephone +64 9 488 8777

6

Facsimile +64 9 488 8787

Please assist our registrar by quoting your CSN or

shareholder number.

Shareholder

INFORMATION continued

Helping grow the country

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.