ASM and Special Commentary and Presentation

30/10/2018 9:06 a.m. 1

PGG WRIGHTSON LIMITED
ANNUAL SHAREHOLDERS’ MEETING
Riccarton Park, Christchurch
9.30am Tuesday 30 October 2018

Welcome – Trevor Burt
Slide 2 – Agenda
Slide 3 – Introduce Board of Directors
Slide 4 – On stage today
Slide 5 – Also in attendance
Slide 6 – Opening formalities
Notice of Meeting
Minutes
2018 Annual Report
GAAP and non-GAAP performance measures
Please note that we will refer to both GAAP and non-GAAP performance measures. We
use Operating earnings before interest, tax, depreciation and amortisation or Operating
EBITDA as a key measure of performance and I encourage you to refer to our full
accounts for details of how this relates to GAAP measures.
Slide 7 – Business of the meeting
We have now covered the opening formalities and will move to the general business of
the meeting. I will begin by providing an overview of the 2018 financial year and then I
will hand over to Chief Executive Ian Glasson.
Ian will provide the financial and operational highlights for individual businesses within
the Company. Ian will also summarise how our business is tracking in the current
financial year and discuss our forecast guidance for the full year to 30 June 2019.
I will then provide an update on the strategic review which PGW commenced in October
2017. This will include a brief outline of the details of the proposed sale by PGW of all
of the shares in PGG Wrightson Seeds Holdings Limited to DLF Seeds A/S under the
Agreement for Sale and Purchase of shares dated 4 August 2018.

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An opportunity for questions and discussion will follow before we move to the formal
business of resolutions that will be put to the meeting. As outlined in the Notice of
Meeting the business of the meeting comprises three ordinary resolutions relating to the
reappointment of directors and authorising the Board to determine our auditor’s fees,
which will be followed by a special resolution in relation to the Seeds transaction.
Slide 8 – Retirement of Chairman
Before I move to summarising the 2018 financial year, I wish to advise that PGG
Wrightson Chairman Alan Lai yesterday announced his intention to retire from the
Board.
In the interim, existing Director, Joo Hai Lee has been appointed as Chair effective from
31 October with Trevor Burt continuing as Deputy Chair.
A review of the Board’s composition and governance would be undertaken and the
market would be updated on outcomes in due course.
On behalf of the Board, I wish to offer our sincere thanks to Alan for his leadership and
dedication since his appointment as a Director in 2009, and wish him all the very best
for the future.
Slide 9– Deputy Chair’s address
It is my pleasure to address you today and acknowledge the outstanding trading result
for FY2018 and the progress that has been made on delivering our strategy.
Slide 10 – PGW repeats record operating performance
Operating EBITDA was $70.2 million.
It is very pleasing to have seen a significant increase in PGW’s Operating EBITDA for
the year and especially gratifying to have matched 2016’s record result. In October
2017 we forecast a range of $65 to $70 million and we exceeded the top end of this
range.
Net profit after tax was $18.9 million, which was down on the previous year due to a
number of one-off items including a provision for the remediation costs of historical
liabilities under the Holidays Act 2003. FY2017 also benefited from significant capital
gains on the sale of property which were not repeated. With our property divestment
programme largely complete these one-off gains were much lower in FY2018.

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On 14 August we declared a fully imputed dividend of 1.25 cents per share, which was
paid on 3 October 2018. This brought the total fully-imputed dividends paid for the
FY2018 year to 3.00 cents per share.
The Board and I are pleased with the operational performance of the company which
has led to a commendable result given some challenging market and environmental
conditions.
Finally, on behalf of the Board I would acknowledge the effort and commitment of our
staff in delivering this strong performance.
Slide 11 - Ian Glasson – Chief Executive Officer
Slide 12 – The year in review
Allow me to reiterate some of the operating highlights Trevor noted.
This is an excellent trading result for PGW, one that we can be proud of.
In particular it shows the strength of PGW’s rural services businesses. 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 strong over the course of our 2018
financial year. In addition, our trading result reflects our broad-based exposure to New
Zealand agriculture and our staff’s 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 effective tools. This allows them to add value to our customers’ operations.
Throughout 2017/2018 we’ve 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
clients, and continue to grow operating earnings for our shareholders.
Looking back on FY2018, conditions were positive for most of our New Zealand clients.
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.
However, these overall figures belie the challenges that many of our clients faced.
The impact of adverse weather conditions is always a factor in our performance and
FY2018 was no exception. In New Zealand we saw wet conditions delay spring in most

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parts of the country, which was followed by hot dry conditions in December 2017 and
January 2018. Thankfully, drought conditions broke in February. The impact of these
extreme conditions, while largely positive for kiwifruit and apples, adversely affected
vegetable and arable production.
Dairy production volume for the 2017/18 season is estimated to have fallen by 1
percent from the previous year. During the dry conditions of December and January
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 which impacted the New Zealand rural community in 2018, was the
establishment of Mycoplasma bovis. 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 until
now been free of this costly disease. In July 2017 the Ministry of Primary Industries
confirmed M bovis was in New Zealand, and in May 2018, the Government agreed a
phased eradication programme with the sector.
We’ve mobilised an M bovis response team within PGW; it’s working through our
various touchpoints with New Zealand farmers to enhance our processes so we can
play our part in combatting this disease.
Slide 13 to 14 – 2018 Highlights
I’d also like to spend a few minutes talking about some of the operational highlights we
achieved over the year:
• In August 2018 we announced the conditional sale of PGW Seeds to DLF Seeds
– there will be more on this later in the meeting.
• Seed and Grain continues to innovate and launched several exciting new
cultivars to market this year in both New Zealand and Australia. All products
were well received by growers.
• Despite a tough year overall, 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 per canopy hectare of $1.12 million.
• The Agency group delivered a record result with Operating EBITDA up 12
percent on their outstanding result in FY2017.

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• Fruitfed Supplies continues to grow the bottom line due to the combination of a
strong horticulture sector and a leading market position.
• Go-Beef and Go-Lamb products continue to grow strongly. During the year over
288,000 sheep and over 41,000 cattle entered the scheme.
• 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 or ZIP.

These achievements are just some of the reasons why we believe PGW continues to
improve its performance.
It is great to be able to stand before you today to say that this hard work is continuing to
translate into positive financial returns for our shareholders.
Slide 15 to 16 – Group financial results
As I mentioned earlier, perhaps the most pleasing aspect of the 2018 financial year was
the achievement of a record result of $70.2 million for Operating EBITDA.
Since 2013 PGW has grown Operating EBITDA by 48 percent or 10 percent compound
annual growth rate (CAGR).
We will now turn our focus to our three operating groups.
First we will look at the Agency Group.
Slide 17 – Agency operating group
The Agency Group comprises the Livestock, Wool, Real Estate and Insurance
businesses.
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.
The Livestock business, which is the largest unit within Agency, matched last year’s
record Operating EBITDA as higher sheep prices offset both lower dairy tallies and
reduced live export activity. Our Go range of livestock grazing products continues to be
really well received in the marketplace. While this is a profitable product range for us, it
is capital intensive. Had we allocated more capital to it, I’ve no doubt it would have
grown even more strongly.

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At the New Zealand Agricultural Fieldays in June this year we previewed bidr – our
exciting new online trading platform for livestock that we expect to launch early next
year. So far the effects of M bovis on livestock trading volumes has been minimal but
we are keeping a watching brief on developments to assess any longer term
implications for us.
Our Wool business bounced back strongly from their disappointing FY2017 year.
Crossbred wool prices have been depressed for the better part of two years, but with
prices having now stabilised, albeit at lower levels, the stockpile of 2017 has started to
clear and volumes have returned to normal.
Our Real Estate business was one of the few New Zealand businesses that were down
on last year. The first six months were challenging for the team, with the weather,
along with a number of factors including tighter bank lending conditions affecting buyer
confidence. We saw a strong improvement, with an incredible effort from our PGW
Real Estate team, 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.
Our Aon referral insurance business performed well and broadly in line with the
corresponding period last year.
Overall, another excellent year for Agency, contributing an extra $2.1 million of
Operating EBITDA.
Slide 18 – Retail and Water operating group
The Retail and Water group includes; Rural Supplies, Fruitfed, Agritrade and Water.
Retail and Water had another spectacular year.
Operating EBITDA increased $5.5 million to $23.8 million – a 30 percent increase.
Retail performed extremely well and contributed to half of the improvement. With
activity high across the key dairy, meat & wool and horticulture sectors, revenues were
9 percent up. The Rural Supplies categories of bulk stockfood, calf milk replacer,
agchem, seed and fertiliser all grew strongly.
As we head into the 2019 financial year we have a current backdrop of commodity
prices which are resulting in generally good economic producer returns. There are
good indications that farmers are continuing maintenance programs, along with

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increased demand for calf milk replacer and fencing requirements. We also expect to
see on-going capital developments in horticulture.
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.
The business has over the last few years been investing in both people and digital
infrastructure. Retail’s 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 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 basis for a greatly improved 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,
which is 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.
This has been driven by delays in approved schemes, as well as uncertainty around
planned schemes. The new 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 and this accounts for half of the $5.5 million
improvement in the overall Retail and Water result.
Turning now to the Seed and Grain Group.
Slide 19 – Seed and Grain operating group
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.
Our New Zealand business was the standout performer for Seed and Grain over 2018.
We saw strong sales volumes across the board in all product categories except fodder
beet. Autumn 2018 saw a favourable sowing window and a significant catch-up of the
two previous seasons.

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We note the challenge that arose with the inadvertent substitution of HT swede variety.
We have been working closely with our customers and we will continue to provide
support until this matter is resolved.
Seed and Grain have launched several exciting new products recently, one of which
was a raphanobrassica. This product offers some unique attributes in water use
efficiency and grazing flexibility. The first fully-commercial year for Pallaton Raphno®
was 2018. Demand was very strong and it quickly sold out.
In September 2017 we launched our Ecotain® environmentally functional programme.
This programme includes plantain cultivars which are marketed under the brand
Ecotain® environmental plantain. These specific cultivars of plantain have been shown
to significantly reduce the amount of nitrate leached through the soil. Ecotain®
environmental plantains have been commercially available since early 2018 and their
release has been met with strong demand to date.
In contrast to the generally positive market conditions in New Zealand, conditions were
extremely challenging in both South America and Australia. Dry conditions in New
South Wales and Queensland reduced sales within these states significantly. 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 continues to grow in Australia.
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. With the increase in New Zealand
Operating EBITDA largely offsetting the weakness in Australia and South America,
overall the Seed and Grain business fell just short of last year’s result.
On 6 August we announced that we had entered into a conditional agreement with DLF
Seeds to divest our Seed and Grain business.
Trevor Burt will provide more detail about this during the strategic review later in the
meeting, meanwhile I will provide a guidance update and outlook for PGW for FY2019
which we announced on 11 October.

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Slide 20 – First quarter FY2019 / Outlook for full year 2019
Following last year’s record result for the Agency group we expect the Livestock and
Wool businesses to continue to perform well. However, New Zealand’s rural real estate
market remains soft which continues to make trading conditions difficult for the Real
Estate business.
The Retail and Water group produced an outstanding result in FY2018 and we expect
slightly improved Operating EBITDA this year. Indicators suggest that the horticulture
sector’s impressive performance is set to continue which bodes well for another good
year for Fruitfed Supplies. The Retail business will continue to benefit from its position
of technical excellence in the marketplace supported by the expansion of key product
lines.
As elsewhere in New Zealand, the spring activity has been delayed slightly for the Seed
and Grain group. As a result of the lift in activity in recent weeks, we are optimistic
about the performance of the New Zealand business in the year ahead. In contrast,
continued drought conditions across key regions in Australia are expected to impact
earnings. Also, while the Seed and Grain business has made significant investments in
South America to set up core infrastructure as a platform for future growth, there are
emerging liquidity issues in the rural sector in Uruguay which are likely to impact the
FY2019 Operating EBITDA. At this early stage we expect the performance of Seed and
Grain to be in line with last year’s results.
It is against this backdrop that we have forecast our 2019 earnings and we are
forecasting another good year for PGW.
We are forecasting our full year operating EBITDA to 30 June 2019 to be approximately
$70 million; similar to the strong result achieved in 2018.
Note that to facilitate comparison with the prior year’s trading, this forecast is on a
consistent basis with reported FY2018 results; although the transaction for the
proposed sale of its Seed and Grain business to DLF seeds A/S announced on 6
August will substantially change the form of PGW’s reporting of financial results.
We are optimistic about the prospects for our trading performance for the year ahead
and we have confidence that we can match last year’s performance at an Operating
EBITDA level. It is early days, as the first quarter is traditionally a quiet trading period

30/10/2018 9:06 a.m. 10

and we have seen a late start to spring, however activity has picked up across the
business during October.
Whilst it is too early in the year to forecast net profit after tax (NPAT) with accuracy, we
have previously announced that upon a successful completion of the Seed and Grain
business during FY2019 we would expect a net capital gain of more than $120 million
which would flow through NPAT.
As always, we will keep the market informed as the season develops.
Trevor Burt
Slide 21 – Update on the strategic review

Sale of PGW Seeds
The Board announced the strategic review at last year’s Annual Shareholders’ Meeting
and a lot of work has been undertaken in the time since. On 4 August 2018 PGW
entered into a conditional agreement to sell the PGG Wrightson Seeds Holdings Limited
(PGW Seeds) business to DLF Seeds A/S (DLF Seeds), a leading global seeds group
based in Denmark.
I won’t summarise the transaction in detail given that you already have quite extensive
information set out in the explanatory notes that accompany the Notice of Meeting and
in the KordaMentha Independent Appraisal Report. At a summary level however, I
would note that this transaction delivers compelling value to PGW while also enabling
the PGW Seeds business to benefit significantly from being part of a global seeds
operation.
Importantly the transaction also provides for an ongoing close working relationship
between PGW and PGW Seeds.
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.

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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 will 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 very little
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. These 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 which is partly Crown owned.
The strategic review continues
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 options include:
- making a non-taxable distribution to shareholders of up to NZ$292 milliion;
- exploring 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

30/10/2018 9:06 a.m. 12

opportunities, capital and balance sheet requirements and potentially shareholding
structure.
Meanwhile it is business as usual for PGW and its customers.
Slide 22 – Questions and discussion
Slide 23 – Resolutions
Slide 24 and 25 – Resolution 1: Kean Seng U
Slide 26 and 27 – Resolution 2: Ronald Seah
Slide 28 and 29 – Resolution 3: Auditor’s Remuneration
Slide 30 and 31 – Special resolution
Slide 32 – Move resolutions
Slide 33 – General business

---

>
Introductions and apologies
Opening formalities
Business of the Meeting
Item I
Addressesby the Deputy Chair and the Chief Executive Officer
Item II
Ordinary Resolution: Consider the re-election of Kean Seng U as Director
ItemIII
Ordinary Resolution:Consider the re-election of Lim Siang (Ronald) Seahas
Independent Director
Item IV
Ordinary Resolution:Note the reappointment of KPMGas auditor and authorise the
Directors to fix the auditor’s remuneration
Item V
Special Resolution: Consider the saleof PGW Seeds
ItemVI
General business

Guanglin(Alan) Lai
Chair
Trevor Burt
Deputy Chair
Bruce Irvine
Independent Director
John Nichol
Independent Director
Lim Siang (Ronald) Seah
Independent Director
Kean Seng U
JooHai Lee

Ian Glasson
Chief Executive Officer
Peter Scott
Chief Financial Officer
Julian Daly
GM Strategy and Corporate Affairs
Trevor Burt
Deputy Chair
Alan Lai
Chair

Stephen Guerin
GGM Retail and Water
John McKenzie
GGM Seed andGrain
Peter Newbold
GM Real Estate
Grant Edwards
GM Wool
Rachel Shearer
GM Human Resources
Peter Moore
GM Livestock

Introductions and apologies
>
Opening formalities
•Notice of meeting
•Minutes
•Annual Report2018
Business of the Meeting
Item I
Addressesby the Deputy Chair and the Chief Executive Officer
Item II
Ordinary Resolution: Consider the re-election of Kean Seng U as Director
ItemIII
Ordinary Resolution:Consider the re-election of Lim Siang (Ronald) Seahas
Independent Director
Item IV
Ordinary Resolution:Note the reappointment of KPMGas auditor and authorise the
Directors to fix the auditor’s remuneration
Item V
Special Resolution: Consider the saleof PGW Seeds
ItemVI
General Business

Business of the Meeting
>
Item I
Deputy Chair introduction
Chief Executive Officer’s address
Deputy Chair address continues
Item II
Ordinary Resolution: Consider the re-election of Kean Seng U as Director
ItemIII
Ordinary Resolution:Consider the re-election of Lim Siang (Ronald) Seahas
Independent Director
Item IV
Ordinary Resolution:Note the reappointment of KPMGas auditor and authorise the
Directors to fix the auditor’s remuneration
Item V
Special Resolution: Consider the saleof PGW Seeds
Item Vl
General Business

Group Operating EBITDA
(June year end)
•Operating EBITDA of $70.2
million equals record result.
•Since 2013 PGW has
grown Operating EBITDA
by 48 percent (10%
CAGR).
70.2
-
20
40
60
201320142015201620172018
$ million

Group Net Profit After Tax
(June year end)
•2018 includes Holidays
Act remediation costs.
•The 2016 and 2017
financial years benefited
from non-operating items
including gains on sale of
property assets.
* Excluding goodwill impairment, refer to 2013 Financial Statements
18.9
-
20
40
201320142015201620172018
$ million
*

Agency Operating EBITDA
(June year end)
•Record result for Agency.
•Wool volumes picked up.
•Golivestock products
continue to grow.
20.1
-
20
40
60
201320142015201620172018
$ million

Retail and Water Operating EBITDA
(June year end)
•Record result for Retail
and Water.
•Rural Supplies, Fruitfed
Supplies (horticulture)
and Agritradeall grew.
•Water improved its
operating performance
despite challenging
environment.
23.8
-
20
40
60
201320142015201620172018
$ million

Seed and Grain Operating EBITDA
(June year end)
•New Zealand strength
offset by weakness in
Australia and South
America.
•Exciting new products
launched:
–PallatonRaphno®
–Ecotain®
35.6
-
20
40
60
201320142015201620172018
$ million

Group Operating EBITDA and FY2019 Forecast
(June year end)
•FY19 Operating EBITDA
forecast approx. $70 million.
•New Zealand agriculture
remains strong with Rural
Services forecast of
$33 million has some
upside potential.
•Seed and Grain forecast of
$36 million has some
downside risk. Recovery in
Australia and South America
may be delayed.
•NPAT to depend on Seed
and Grain sale.
-
20
40
60
80
2013201420152016201720182019
$ million

Introductions and apologies
Opening formalities
>
Business of the Meeting - Resolutions
Item I
Addressesby the Deputy Chair and the Chief Executive Officer
Item II
Ordinary Resolution: Consider the re-election of Kean Seng U as Director
ItemIII
Ordinary Resolution:Consider the re-election of Lim Siang (Ronald) Seahas
Independent Director
Item IV
Ordinary Resolution:Note the reappointment of KPMGas auditor and authorise the
Directors to fix the auditor’s remuneration
Item V
Special Resolution: Consider the saleof PGW Seeds
ItemVI
General business

>
Business of the Meeting
Item I
Addressesby the Deputy Chair and the Chief Executive Officer
Item II
Ordinary Resolution: Consider the re-election of Kean Seng U as Director
ItemIII
Ordinary Resolution:Consider the re-election of Lim Siang (Ronald) Seahas
Independent Director
Item IV
Ordinary Resolution:Note the reappointment of KPMGas auditor and authorise the
Directors to fix the auditor’s remuneration
Item V
Special Resolution: Consider the saleof PGW Seeds
ItemVI
General business

Resolution 1:Kean Seng U Director
Kean Seng U is a current Director of PGG Wrightson Limited and joined the PGG Wrightson Board on
4 December 2012.
Kean Seng retires by rotation in accordance with the Company’s Constitution, and being eligible, offers
himself for re-election.
Kean Seng is Head of Corporate and Legal Affairs for AgriaCorporation, 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 & OveryShooklin& Bok, JLV,
an international law venture partnership with London based Allen & OveryLLP.
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.Ecat
Monash University, Australia. Kean Seng U is an associated person of substantial security holder Agria
(Singapore) Pte Limited. The Board has determined that he does not qualify as an Independent
Director as defined by the NZSX Listing Rules.
The Company’s Directors recommend shareholders vote in favour of Kean Seng U’s re-election.

>
Business of the Meeting
Item I
Addressesby the Deputy Chair and the Chief Executive Officer
Item II
Ordinary Resolution: Consider the re-election of Kean Seng U as Director
ItemIII
Ordinary Resolution:Consider the re-election of Lim Siang (Ronald) Seahas
Independent Director
Item IV
Ordinary Resolution:Note the reappointment of KPMGas auditor and authorise the
Directors to fix the auditor’s remuneration
Item V
Special Resolution: Consider the saleof PGW Seeds
Item VI
General business

Resolution 2: Lim Siang (Ronald) SeahIndependent Director
Lim Siang (Ronald) Seahis a current Director of PGG Wrightson Limited. He was appointed to the PGG
Wrightson Limited Board on 4 December 2012. Ronald retires by rotation in accordance with the
Company’s Constitution and being eligible, offers himself for re-election.
Ronald is a Singapore Citizen with a background in banking and fund management. Over a 26 year period
between 1980 and 2005, he 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 Chair 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, YanlordLand Group Ltd, and TelechoiceInternational Ltd.
He is also a director of M&C REIT Management Limited and M&C Business Trust Management Limited.
Ronald is Chair 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) from the
then University of Singapore in 1975. The Board has determined that Ronald Seahqualifies as an
Independent Director as defined by the NZSX Listing Rules.
The Company’s Directors recommend shareholders vote in favour of Ronald Seah’sre -election.

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Business of the Meeting
Item I
Addressesby the Chair and the Chief Executive Officer
Item II
Ordinary resolution: Consider the re-election of Kean Seng U as Director
ItemIII
Ordinary resolution: Consider the re-election of Lim Siang (Ronald) Seahas
Independent Director
Item IV
Ordinary resolution: Note the reappointment of KPMGas auditor and authorise
the Directors to fix the auditor’s remuneration
Item V
Special resolution: Consider the saleof PGW Seeds
ItemVI
General business

Resolution 3: Auditor’s remuneration
Noting the automatic reappointment of KPMG as the Company’s
auditor under section 207T of the Companies Act 1993, the
proposed ordinary Resolution is to authorise the Directors to fix
the auditor’s remuneration for the following year for the purposes
of section 207S of the Companies Act 1993.
The Company’s Directors recommend shareholders vote in
favour of this Resolution.

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Business of the Meeting
Item II
Ordinary Resolution: Consider the re-election of Kean Seng U as Director
ItemIII
Ordinary Resolution:Consider the re-election of Lim Siang (Ronald) Seahas
Independent Director
Item IV
Ordinary Resolution:Note the reappointment of KPMGas auditor and authorise the
Directors to fix the auditor’s remuneration
Item V
Special Resolution: Consider the saleof PGW Seeds
ItemVI
General business

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Business of the Meeting – Move resolutions
Item II
Ordinary Resolution: Consider the re-election of Kean Seng U as Director
ItemIII
Ordinary Resolution:Consider the re-election of Lim Siang (Ronald) Seahas
Independent Director
Item IV
Ordinary Resolution:Note the reappointment of KPMGas auditor and authorise the
Directors to fix the auditor’s remuneration
Item V
Special Resolution: Consider the saleof PGW Seeds
ItemVI
General business

>
Business of the Meeting
ItemVI
General Business