2019 Annual Shareholders Meeting Presentations

Scales Corporation Limited
Growing your Diversified Agribusiness
2019 Annual Shareholders’ Meeting
12 June 2019

2
Scales –2019 Annual Shareholders’ Meeting
I.Welcome
II.Chair’s Review
III.Managing Director’s Review
1.Year in Review
2.Sustainability and Governance Update
3.Strategy Update
4.Outlook and Investor Matters
IV.Ordinary Business and Resolutions
V.Voting and Questions
Agenda

3
Chair’s Review
Delivering on our strategy
Scales –2019 Annual Shareholders’ Meeting
•A record breaking year.
•Re-focused group investment and growth strategy.
•Continued progress on sustainability.
•Expanded Board and new China Resources Ng Fung appointee –ensuring the continuation of a strong
business relationship.

4
Culture & Shareholder Alignment
•Scales has cultivated a strong culture of teamwork, recognition and support.
•Senior team members compensated via an appropriate mix of short and long-term incentives:
▪STI scheme –performance based.
▪LTI scheme –linked to long-term share price performance as an absolute hurdle requiring a gross return of 20% per annum.
Scales –2019 Annual Shareholders’ Meeting

5
Managing Director’s Review
Scales –2019 Annual Shareholders’ Meeting
1.Year in Review
2.Sustainability and Governance Update
3.Strategy Update
4.Outlook and Investor Returns

6
1
Year in Review

7
Scales by the Numbers
Scales –2019 Annual Shareholders’ Meeting
5,831,000
TCEs
*
of apples exported
(Mr Apple, Longview, outside growers
& Fern Ridge Fresh)
3
acquisition or divestment
contracts signed
(Polarcold, Liqueo, Shelby)
35,210
TEUs
**
freighted
(up 19% on 2017)
18.5 cents
dividends declared
per share
29,028 MT
petfood ingredients sold
3,867,000
TCEs of own-grown
apples exported
(new volume record for Mr Apple)
$464.7m
Underlying Revenue
(new Revenue record)
17%
Return on Capital
Employed (ROCE)
(2017: 17%)
* Tray Carton Equivalent.
** Twenty-foot Equivalent Unit.

8
$19.8m
$34.8m
$38.6m
$32.7m
$35.8m
20142015201620172018
Underlying NPAT
$39.8m
$61.4m
$67.9m
$62.0m
$67.1m
20142015201620172018
Underlying EBITDA
Trends in Financial Performance
•Underlying
*
EBITDA and Underlying NPAT have increased at CAGRs of 14% and 16% respectively.
•Underlying EBITDA has increased by 68% and Underlying NPAT has increased by 81% since 2014.
Scales –2019 Annual Shareholders’ Meeting
CAGR 14%
CAGR 16%
* Underlying Results exclude some New Zealand International Financial Report Standards (NZ IFRS) non-cash adjustments (namely, change in fair value gain on apple inventory, cash-settled and equity-settled
share-based payments, and change in gross liability for non-controlling interests). Management and the Board believe that Underlying Results more accurately demonstrate the change in operational
performance of the Group. Underlying Results include earnings from Polarcold (full year) and Liqueo (up until sale).
Continued growth

9
Group Financial Performance
•Underlying Revenue $464.7m, up 18% on 2017:
▪Solid revenue growth from all divisions.
▪Reported
*
revenue (excluding discontinued operations)
$402.5m up 20% on 2017.
•Underlying EBITDA $67.1m, up 8% on 2017 and
exceeding previous guidance.
•Underlying Net Profit $35.8m, up 9% on 2017:
▪Reported NPAT $45.5m (2017: $31.6m).
A record breaking year
Scales –2019 Annual Shareholders’ Meeting
* Reported (and restated) financials exclude discontinued operations (Polarcold and Liqueo).
Income Statement
$Millions
2018
2017
(Restated)
Growth %
Underlying Revenue
464.7
393.1
18%
Underlying EBITDA
67.1
62.0
8%
Underlying EBIT
52.3
47.8
9%
Underlying Net Profit
35.8
32.7
9%
After tax impact of:
Non-cash IFRS adjustments
9.7
(1.1)
Net Profit
45.5
31.6
Capital employed
360.2
307.5
Return on capital employed
17%
17%

10
2018 Divisional Highlights
Scales –2019 Annual Shareholders’ Meeting
Horticulture –setting a new benchmark
•Revenue of $255m, up 15% on 2017.
•Continuation of our orchard redevelopment strategy.
•Full launch of Dazzle
TM
and Posy
TM
this year.
1
Storage & Logistics –significant divestment activity
•Polarcold sold in May 2018, settled in May 2019.
•Liqueo sold in August 2018.
•Scales Logistics achieved standout 48% increase in EBITDA.
2
Food Ingredients –rebalancing the portfolio
•Underlying EBITDA of $10.2m, up 27% on 2017.
•60% stake in Shelby Foods acquired in December 2018.
•Meateor NZ and Alliance Group entered into a 50/50 Joint Venture in March 2019.
3

11
Divestment Achievements
•Approximately $200m realised from the sale of
Polarcold, Liqueo and 50% of Meateor NZ, comprising:
▪Headline values; and
▪Positive and significant purchase price adjustments.
•Excellent multiples achieved on exit.
•Scales is now in a strong financial position to pursue
other attractive agribusiness opportunities.
Positive returns on investment –highlighting our returns focused approach
Scales –2019 Annual Shareholders’ Meeting
* Based on 2017 reported EBITDA. Liqueo’s EBITDA was normalised for one-off expenses.
Divestment summary
LiqueoPolarcold
Consideration$20.0m$151.4m
EBITDA
*
$1.5m$14.5m
EBIT$0.6m$9.7m
Implied EBITDA multiple13.3x 10.4x
Implied EBIT multiple31.5x 15.6x

12
Trends in Divisional Performance
CAGRs of 14% to 16% for divisional Underlying EBITDAs over the last 5 years
Scales –2019 Annual Shareholders’ Meeting
$23.9m
$40.0m
$45.3m
$38.9m
$42.6m
20142015201620172018
Horticulture EBITDA
$12.3m
$16.3m
$16.2m
$19.1m
$21.1m
20142015201620172018
Storage & Logistics EBITDA
$5.7m
$7.6m
$9.2m
$8.0m
$10.2m
20142015201620172018
Food Ingredients EBITDA
CAGR 16%CAGR 14%
CAGR 16%

13
Balance Sheet
•2018 reported balance sheet showed:
▪Increase in capital employed due to Shelby transaction, capital
expenditure and increases in inventories.
▪An increase in Net Debt due to the Shelby transaction, capital
expenditure and working capital investment.
•Including Polarcoldand Meateortransactions in the
2018 year end balance sheet (2018 Pro Forma):
▪Net Cash would have been $117m.
▪Sale proceeds exceed carrying value, resulting in significant
increase in Net Assets.
Maintaining a strong financial position
Scales –2019 Annual Shareholders’ Meeting
* Other liabilities includes liabilities associated with Assets Held for Sale.
Financial Position
201820182017
$Millions(Pro Forma)(Restated)
Capital Employed278.4360.2307.5
Return on Capital EmployedN/A 17%17%
Net Cash / (Interest Bearing Debt)116.8(62.2)(40.8)
Senior Debt CoverageN/A 1.1x0.7x
Interest CoverN/A 22.4x18.3x
Other Liabilities*(36.4)(48.1)(44.8)
Net Assets358.8249.9221.9

14
2
Sustainability and
Governance Update

15
Sustainability
•In 2018 we started measuring, and setting targets for
reducing our impact in, the areas of focus identified in 2017.
•These areas were:
▪People –in particular, staff engagement and health and safety.
▪Energy –participation in CEMARS® (carbon footprint calculation) baseline.
▪Waste –in particular the amount of waste sent to landfill.
Our Sustainability journey
Scales –2019 Annual Shareholders’ Meeting

16
Sustainability -Initiatives
•People:
▪Inaugural Group-wide staff engagement survey undertaken, will be used as a baseline for measuring progress.
▪Launching independent ethical business reporting line (Report It Now) in August 2019.
•Health and Safety:
▪In-house forklift coach–dramatic change in behaviours, culture and incidents.
▪Finalist in the NZ Safeguard Awards (May 2019) for forklift competency.
•Environment:
▪Completion of the very first CEMARS® calculation for Mr Apple. We will be implementing plans to reduce our carbon footprint.
▪Energy audits completed at Mr Apple’s largest packhouse and coolstore sites.
▪Focus on reducing waste to landfill –waste audits completed at Mr Apple and Balance Cargo.
▪Establishing horticulture / local council joint waste minimisation group in Hawke’s Bay.
A snapshot of current and future initiatives
Scales –2019 Annual Shareholders’ Meeting

17
Sustainability -Measurements
Measuring and setting targets in key focus areas
Scales –2019 Annual Shareholders’ Meeting
85% participation
in the inaugural
staff engagement survey
63 active
apprenticeship
programmes
Finalist
in the
NZ Safeguard Awards
100% attendance
of the Board and CEOs at
safety governance and
leadership training
100% of Scales
companies have an updated
Business Continuity Plan
First
CEMARS®certification
42% female
58% male
current staff ratio
*
2.4 times
more safety
observations reported
* Excludes Liqueo and Polarcold.

18
Governance
•Tomakin Lai
▪Non-Executive Director.
▪Appointment effective from 28 January 2019.
▪Replaces Weiyong Wang as China Resources Ng Fung’s representative on the Board.
▪Director of China Resources Ng Fung and Executive Director of China Resources Beer (Holdings) with a
market capitalization of nearly NZ$21b, making it the 63
rd
largest stock on the Hong Kong Exchange.
•Nadine Tunley
▪Non-Executive Independent Director.
▪Appointment effective from 26 February 2019.
▪CurrentlyCEO of Ngai Tahu owned Oha Honey LP which farms >35,000 bee hives nationwide, and
former Chair of NZ Apples & Pears.
•Continuing participation in the Institute of Directors’ Future Directors programme:
▪Teresa Steele-Rika (2018/19).
▪Jemma McCowan (2019/20).
Two new additions to our Board
Scales –2019 Annual Shareholders’ Meeting

19
3
Strategy Update

20
A Focus on Agribusiness
•Continue to look for diversification from our operating units, ensuring a more sustainable and robust
earnings profile.
•Pursue fully integrated models where we can directly benefit from 'best practice' farming, often
developed from in-house experience.
•Ensure we retain a strong market focus on both our product innovation plus in-market distribution and
representation.
•Sustainability will be a key consideration for all future investment.
Our strategies as an investor in New Zealand agribusiness
Scales –2019 Annual Shareholders’ Meeting
79.2% of NZ’s merchandise exports
15% of employment
10.5% of GDP
The Primary Sector accounts for:

21
Macro Economic Trends
•The food & agribusiness sector has particular relevance in the fight against climate change
*
:
▪As a carbon emitter (roughly a third of annual greenhouse gas emissions are from agriculture, food production and food waste).
▪As an industry vulnerable to the effects of climate change.
•The World Economic Forum has stated the ultimate goal needs to be a more sustainable food system
**
.
•US sales of plant-based alternatives to animal proteins increased 8.1% in 2017 to US$3.1b
***
.
▪Growth continuing at ‘break-neck’ speed.
▪Driven by concerns such as health, animal welfare and sustainability.
Scales is well positioned to capitalise on environmental trends
Scales –2019 Annual Shareholders’ Meeting
* Source: Rabobank Research –Good COP -Bad COP, January 2016.
** www.weforum.org/agenda/2019/03/plant-based-proteins-can-feed-the-world/.
*** Research carried out by Nielsen for the Plant Based Foods Association and the Good Food Institute.

22
Strategy Progress
•Portfolio rebalancing:
▪Storage businesses divested.
•Focus on opportunities best aligned with our core strengths, with initial focus on our Food Ingredients
division:
▪Acquired a controlling interest in Shelby Foods.
▪Announced a joint venture between Meateor New Zealand and Alliance Group.
▪Objective of creating a $25m EBITDA business.
•Continuing to review a wide variety of investment opportunities:
▪Cognisant of effects of, and opportunities afforded by, climate change.
▪Other horticultural sector expectations make this a low-priority sector currently.
▪We will remain disciplined.
Delivering on our Strategy Refresh
Scales –2019 Annual Shareholders’ Meeting

23
Horticulture –Orchard Strategy
Mr Apple expects to drive future performance through three strategic initiatives
Scales –2019 Annual Shareholders’ Meeting
•Maintaining our focus on premium varieties to Asia and Middle East.
•Driving improved returns and branding presence through increased sales of proprietary varieties
and brands (e.g. Dazzle
TM
and Posy
TM
):
▪80 hectares of Dazzle
TM
and Posy
TM
already planted.
▪Further redevelopment planned for 2019 and 2020 winters.
▪Remain committed to Hawke’s Bay region for growing due to favourable climate and water outlooks
▪Expected reduced production in the near term, with volumes returning to 2018 levels by 2023F.
•Opportunities in automation:
▪Costs are rising, specifically labour.
▪We are investing in, and actively assessing opportunities for, automation both on orchard (growing systems) and in post-
harvest activities (carton packing).
▪Mr Apple is well positioned to embrace automation by virtue of its scale.
1,616
1,901
1,882
1,987
2,058
2,202
2,346
2,465
1,929
1,966
1,737
1,611
1,532
1,546
1,554
1,560
3,545
3,867
3,620
3,598
3,590
3,747
3,900
4,025
201720182019F2020F2021F2022F2023F2024F
Mr Apple Own Export Volumes (TCE 000s)
Premium VarietiesTraditional Varieties
Sales by Region –2018 vs 2023F
(% TCE)
53%
34%
9%
4%
59%
28%
7%
5%
Asia & Middle East
Europe
UK
North America
2018
2023F

24
Horticulture -Market Strategy
•Evolution of marketing focus at Mr Apple:
▪Maximisation of appeal to consumers as well as wholesalers and retailers.
•Led to a range of marketing and branding initiatives, particularly in China:
▪Increased social media, in-store promotions and exhibitions.
▪Extension of sales channels to include e-commerce.
▪Packaging innovations.
▪Collaboration with partners.
•Resulting in increased sales through retail and e-commerce channels.
A shift in focus
Scales –2019 Annual Shareholders’ Meeting
Sales by Channel –2014 vs 2018
65%
35%
58%
40%
2%
Wholesale
Retail
E-commerce
2018
2014

25
Horticulture –New Varieties
Images from our Posy
TM
launch in China
Scales –2019 Annual Shareholders’ Meeting
Posy Repack (gift box, label)
Posy on shelf
Posy online sale

26
Logistics –Australasian Strategy
Ongoing strength in the Australasian food and perishable market
Scales –2019 Annual Shareholders’ Meeting
•Australasian agricultural products have, and are expected to continue to, experience strong growth.
•Scales Logistics provides end-to-end logistics services, with specialised expertise in the food and
perishable sectors:
▪2017 acquisition of OceanAir added experience in Kiwifruit and Avocado sectors as well as an Australian presence.
▪Logistics has extended its footprint. The Balance Cargo Auckland branch was opened in late 2018, and has been designed with a
focus on perishable goods.
NZ Primary Industries export revenue
growth (NZ$m)
0
5,000
10,000
15,000
20,000
201420152016201720182019F2020F
Meat & woolHorticultureSeafoodArableOther
Source: MPI, ‘Situation and Outlook for Primary Industries’, March 2019
AU Agriculture, Forestry and Fishing Production,
1998–99 to2017–18s (A$b)
Source: ABARES, ‘Snapshot of Australian Agriculture’, 2018

27
Food Ingredients –Global Strategy
Developing a $25m EBITDA division
Scales –2019 Annual Shareholders’ Meeting
•Food Ingredients division offers attractive market opportunities and strong financial returns.
•Petfood ingredients is an attractive industry for investment:
▪Spending on pets demonstrating strong year-on-year growth, global industry now worth over US$100b
*
.
▪USA market worth US$72b, 5.1% compounding growth
**
. Chinese market worth US$1.9b (2017), expecting to grow at 9.7% p.a. for
the next 5 years.
***
•Scales’ global petfood strategy:
▪Be a key provider to a wide range of international petfood brand owners.
▪Achieve diversification in source, and range of proteins.
▪Expand product range, with a focus on added-value and functional petfoods.
▪Explore high-value alternative applications for products
(e.g. healthcare, cosmetics).
▪Leverage Scales’ international network and relationships.
48.4bn
72.1bn
0.0bn
10.0bn
20.0bn
30.0bn
40.0bn
50.0bn
60.0bn
70.0bn
80.0bn
199419961998200120022003200420052006200720082009201020112012201320142015201620172018
CAGR = 5.1%
Source: American Pet Products Association (www.americanpetproducts.org)
Petcare expenditure in the United States
(US$b)
* Source: Euromonitor , The State of Global Petfood : New Trends and Growth Opportunities, November 2016.
** Source: American Pet Products Association.
*** Source: Mordor Intelligence.

28
Our Developing Overseas Presence
•Through organic growth and acquisition, Scales has developed
an international network spanning four regions:
▪New Zealand
▪Australia (petfood ingredients and logistics)
▪USA (petfood ingredients)
▪China (Primary Collaboration New Zealand (PCNZ), and cornerstone
shareholder China Resources Ng Fung)
•In addition, Scales sells its products in over 40 different
countries.
•In-market representatives for key offshore markets:
▪Recently hired US-based Shelby employee Richard Bondarenko consults to
Meateor.
▪Shanghai-based PCNZ employee Jacky Qin provides in-market management
services to Mr Apple.
Scales –2019 Annual Shareholders’ Meeting

29
4
Outlook and
Investor Matters

30
•Group:
▪Scales reconfirms previous Guidance -Underlying Net Profit Guidance for the full year of between $32.0m and $37.0m.
▪Implies an Underlying EBITDA range of $49.0m and $55.0m from operations, compared to $48.5m in 2018 (like-for-like basis).
•Horticulture:
▪Total pick of 4.9m apples, down 4% on 2018.
▪On track for forecast export volumes previously provided.
▪Demand for key export markets remains solid.
•Logistics:
▪Positive start to the year. Activity expected to remain at 2018 levels.
•Food Ingredients:
▪2019 petfood sale volumes will include Shelby and the impact of Alliance JV.
▪One off supply and pricing issues during 2018 / 2019 will negatively impact on first
half trading in Australasia.
▪Ongoing demand remains firm.
Trading Update
Overall agribusiness environment remains positive
Scales –2019 Annual Shareholders’ Meeting
Mr Apple -Gross Harvest and Export Packout
3.7
4.4
4.4
4.4
5.1
4.9
75%
71%
81%
80%
76%
50%
55%
60%
65%
70%
75%
80%
85%
3.0
3.5
4.0
4.5
5.0
5.5
201420152016201720182019
Total Pick (TCEs Millions)Packout (%)

31
-
5.0m
10.0m
15.0m
20.0m
$0.00
$0.50
$1.00
$1.50
$2.00
$2.50
$3.00
$3.50
$4.00
$4.50
$5.00
Jul/2014
Sep/2014
Nov/2014
Jan/2015
Mar/ 2015
May/2015
Jul/2015
Sep/2015
Nov/2015
Jan/2016
Mar/ 2016
May/2016
Jul/2016
Sep/2016
Nov/2016
Jan/2017
Mar/ 2017
May/2017
Jul/2017
Sep/2017
Nov/2017
Jan/2018
Mar/ 2018
May/2018
Jul/2018
Sep/2018
Nov/2018
Jan/2019
Mar/ 2019
Volume
Share pri ce ($)
Investment by
China Resources Ng Fung
Shareholder Returns
•Dividends –a total of $0.19 per share in cash dividends paid in respect of 2018:
▪An increase from the $0.18 total dividend per share in 2017.
▪Represents 75% of Underlying Net Profit.
▪Scales remains committed to the current dividend cash level, whilst the company holds Net Cash.
•Shareholder Returns –from IPO to 30 April 2019:
▪Share price growth of 209%.
▪Total Shareholder Returns
*
of 257% (a CAGRof 31%).
Scales –2019 Annual Shareholders’ Meeting
Dividends
Dividends
Paid
Gross
Dividend
Yield
2018$0.1905.7%
2017 (restated)$0.1807.0%
2016$0.1808.3%
Share Price –IPO to 30 April 2019
* Cash dividends paid plus / (minus) movement in share price divided by IPO price of $1.60.

32
Ordinary Business
and Resolutions

33
Resolution 1
That the Board is authorised to fix the auditor’s remuneration for the coming year.
Scales –2019 Annual Shareholders’ Meeting

34
Resolution 2
Having retired by rotation, that Alan Isaac be re-elected as a Non Executive
Independent Director.
Scales –2019 Annual Shareholders’ Meeting

35
Resolution 3
Having been reappointed during the year by the Board and holding office only until the
Annual Meeting, that Andrew Borland be elected as an Executive Director.
Scales –2019 Annual Shareholders’ Meeting

36
Resolution 4
Having been appointed during the year by the Board and holding office only until the
Annual Meeting, that Tomakin Lai be elected as a Non Executive Director.
Scales –2019 Annual Shareholders’ Meeting

37
Resolution 5
Having been appointed during the year by the Board and holding office only until the
Annual Meeting, that Nadine Tunley be elected as a Non Executive Independent Director.
Scales –2019 Annual Shareholders’ Meeting

38
Resolution 6
Subject to the approval of Resolution 5, that the maximum total pool of Directors’
remuneration payable by Scales to Directors (in their capacity as Directors) be increased
by $100,000 per annum, from a total pool of $500,000 per annum to $600,000 per
annum, effective from the close of the Annual Meeting, with such sum to be divided
amongst the Directors as the Board may from time to time determine.
Scales –2019 Annual Shareholders’ Meeting

39
Special Resolution
As a result of Scales’ transition to the new NZX Listing Rules on 1 May 2019, to amend
Scales’ Constitution in the form and manner described in the explanatory notes of the
Notice of Annual Meeting, with effect from the close of the Annual Meeting.
Scales –2019 Annual Shareholders’ Meeting

Voting and
Questions

41
Disclaimer
The information in this presentation has been prepared by Scales Corporation Limited with due care and attention. However, neither Scales Corporation Limited nor any of its
directors, employees, shareholders nor any other person shall have any liability whatsoever to any person for any loss (including, without limitation, arising from any fault or
negligence) arising from this presentation or any information supplied in connection with it.
This presentation may contain projections or forward-looking statements regarding a variety of items. Such projections or forward-looking statements are based on current
expectations, estimates and assumptions and are subject to a number of risks, uncertainties and assumptions. There is no assurance that results contemplated in any projections
and forward-looking statements in this presentation will be realised. Actual results may differ materially from those projected in this presentation. No person is under any obligation
to update this presentation at any time after its release to you or to provide you with further information about Scales Corporation Limited.
Our results are reported under NZ IFRS. This presentation includes non-GAAP financial measures which are not prepared in accordance with NZ IFRS. The non-GAAP financial
measures used in this presentation include:
•EBITDA. We calculate EBITDA by adding back (or deducting) depreciation, amortisation, finance charges / (revenue), and taxation expense to net earnings / (loss) from
continuing operations.
•EBIT. We calculate EBIT by adding back (or deducting) finance charges / (revenue), and taxation expense to net earnings / (loss)from continuing operations.
•Underlying EBITDA and EBIT are calculated by adding back (or deducting) any non-cash NZ IFRS adjustments.
•Underlying Net Profit is calculated by adding back or (or deducting) the after-tax effect of any non-cash NZ IFRS adjustments.
We believe that these non-GAAP financial measures provide useful information to readers to assist in the understanding of our financial performance, financial position or returns,
but that they should not be viewed in isolation, nor considered as a substitute for measures reported in accordance with NZ IFRS. Non-GAAP financial measures may not be
comparable to similarly titled amounts reported by other companies.
Forward-looking statements are subject to any material adverse events, significant one-off expenses or other unforeseeable circumstances.
The information in this presentation is of a general nature and does not constitute financial product advice, investment advice or any recommendation. Nothing in this presentation
constitutes legal, financial, tax or other advice.
Scales –2019 Annual Shareholders’ Meeting

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1









Annual Shareholders’ Meeting
12 June 2019
SCALES CORPORATION – 2019 ANNUAL SHAREHOLDERS’ MEETING
The attached presentation will be given at Scales Corporation Limited’s Annual Shareholders’ Meeting starting at
4.30pm today in the Napier Conference Centre Ballroom, 48 Marine Parade, Napier.
1. 2019 Scales Corporation Limited Annual Shareholders’ Meeting – Chair and Managing Director’s Addresses
2. 2019 Scales Corporation Limited Annual Shareholders’ Meeting – Presentation

ENDS


Contacts
Andy Borland, Managing Director, Scales Corporation Limited, Mob: 021 975 999,
email: andy.borland@scalescorporation.co.nz

About Scales Corporation
Scales Corporation is a diversified agribusiness group comprising of 3 operating divisions: Horticulture, Logistics and
Food Ingredients. The company’s activities give Scales broad exposure to New Zealand’s agribusiness sector and
multiple markets and customers. Scales Corporation was founded in 1897 as a shipping business by George Herbert
Scales. Today it employs almost 500 permanent staff New Zealand wide. Find out more at
www.scalescorporation.co.nz.

2

Annual Shareholders’ Meeting
12 June 2019
Address by the Chair: Tim Goodacre
[SLIDE 2: AGENDA]
My name is Tim Goodacre. I’m Chairman of Scales and it’s my pleasure to welcome you all to this, the one hundred &
seventh annual meeting of the company and the fifth annual meeting since Scales became a publicly listed company in
July 2014.
Some housekeeping matters before we start. First, I’d like to remind you, as a matter of courtesy, to turn your mobile
phones to silent. If there is an emergency and we need to leave the venue, please do so through the marked exits.
Centre staff will be available to help us.
I’m pleased to confirm that we have a quorum and therefore declare the 2019 Annual Shareholders’ Meeting of Scales
Corporation Limited open.
The items of business for this meeting and the resolutions to be considered by shareholders are contained in the Notice
of Meeting which was sent to shareholders on 13 May.
The order of proceedings today is that I’ll briefly comment on the highlights of the last 12 months followed by an address
by Andy Borland, our Managing Director. We’ll then attend to the resolutions. While voting is taking place there will be
an opportunity for you to ask questions. We’ll conclude with an opportunity for you to raise any matters of a general
nature.
In terms of the formal business, we’ll cover each resolution in turn and invite questions specific to those items. It will
then be time to vote on the resolutions. I’ll outline the process for the discussion and voting on the resolutions at that
point in the agenda.
At the close of the meeting we hope you will join us for refreshments.

I’d like to introduce my fellow Directors – they are:
• Andy Borland, Managing Director;
• Nick Harris, Chair of Scales’ Health and Safety Committee and an independent director;
• Mark Hutton, Chair of Scales’ Nominations and Remuneration Committee and Scales’ Finance and Treasury
Committee and also an independent director;
• Alan Isaac, Chair of Scales’ Audit and Risk Management Committee and also an independent director;
• Tomakin Lai, Director;
• Nadine Tunley, an Independent Director; and
• Teresa Steele-Rika, our Future Director.
I’d also like to note that members of Scales’ management and staff are in attendance as well as our external auditors,
Deloitte, and our lawyers, Anthony Harper.

3

[SLIDE 3: CHAIR’S REVIEW]
2018 was a record-breaking year for Scales with a number of highlights, which was made possible by the entire team
at Scales. I’d like to share some examples:
• The Horticulture team achieved record revenue of $255 million and continued to develop new brands such as
Dazzle
TM
and Posy
TM
.
• Storage and Logistics experienced significant divestment activity with Polarcold and Liqueo both being sold.
• Scales Logistics delivered a standout performance with a 48% increase in EBITDA.
• And in Food Ingredients, the acquisition of a controlling interest in Shelby and entering into a joint venture with
Alliance underpinned the start of our refreshed investment strategy, which Andy will take you through in more
detail later. In addition, the division achieved a record EBITDA of $10.2 million.
We also continued to embrace best-practice corporate governance principles:
• We began measuring our impact in our key Sustainability focus areas, such as undertaking an inaugural staff
engagement survey.
• And at the start of 2019, we were pleased to announce the appointment of Tomakin Lai and Nadine Tunley as
Directors, expanding our Board and ensuring the continuation of a strong business relationship with China
Resources Ng Fung.
Finally, Scales continues its participation in the Future Directors programme. We were pleased to welcome Teresa
Steele-Rika to the Board table for 2018-19 and we are also confirming Jemma McCowan, General Marketing Manager
at New Zealand King Salmon, as our new Future Director shortly.
[SLIDE 4: CULTURE & SHAREHOLDER ALIGNMENT]
Last year I made specific comments about the strong Scales’ culture. I sincerely believe this culture is at the root of
Scales’ ongoing success and its ability to meet and deal with the many challenges of an agribusiness. I believe it is
what sets us apart from others with our strong leadership team based around strong and very capable individuals. The
Board’s ongoing message to Andy is to continue to nurture and build on this base which can easily be eroded without
care and vigilance.
And, as outlined in the Annual Report, we continue to believe that it is important to compensate senior team members
through a balance of shorter term incentives and long term business interests. We also believe that it’s important for
senior team members to be incentivised appropriately and be a stakeholder. As a result, during 2018, the Board agreed
to a number of enhancements to the existing Long Term Incentive Scheme (or LTI Scheme) and the current scheme
was extended for a further 3 year period with the Total Shareholder Return gross hurdle rate increased to 20%.
On a related matter, I’d also like to quickly touch on the topic of overseas ownership. Our current level of overseas
share ownership is 19.76%, well below the 25% threshold that would move Scales into being an overseas person.
However, as we noted last year, we wish to avoid a shareholder unintentionally tipping us into overseas person status.
Scales welcomes the Treasury consultation on changes to the Overseas Investment Act 2005 and, in particular, the
proposal to amend the treatment of New Zealand listed companies. To enable listed issuers to reliably determine their
overseas ownership, Scales supports the alternative proposal put forward by NZX and the Capital Markets 2019
taskforce that the Act be amended to exclude New Zealand listed bodies corporate from the definition of "overseas
person" if no, one "overseas person" (alone or together with its associates) holds more than 25% of the shares in the
NZ listed entity.

4

[Pause]
Before I go further, I’d like to take this opportunity to note my appreciation for the efforts and contribution made by all
Scales team members over the course of the year. This is particularly important since the year has been a period of
transition for some of our group companies as we say farewell to the Liqueo and Polarcold teams. We wish everyone in
those businesses well within their new organisations.
On the other hand, we’re excited to welcome the team from Shelby and very much look forward to working with them,
as we are with our new joint venture partner, Alliance. Scales has a unique culture and we believe that the cultures of
Shelby and Alliance will very much be compatible with that of the Group, ensuring that the passion of the management
and staff will continue to contribute significantly to the success of Scales.
Without our team, Scales would not be the organisation that it is today.
Andy will cover the acquisition of Shelby and the partnership with Alliance. He’ll also talk about our Horticulture orchard
and market strategy which has been a cornerstone of our success to date.
As shareholders you will be asking “what next for Scales?”. The Board is committed to growing the Scales’ business
and will continue to look at any opportunities, either by acquisition and/or by organic growth that fit our growth strategy.
This means opportunities in the agribusiness sector with an export focus, particularly in Asia, and where we believe we
can differentiate our business and add value via a strong New Zealand aligned brand. This is, as you can appreciate,
an ongoing focus, and opportunities that fit are not easy to find, but we have money in the bank to take advantage of
any opportunity that arises. As we’ve previously said, we take what could be termed a conservative approach in these
matters, but we prefer to say we are careful in how we approach these growth matters.
We’ll keep you posted on progress.
I’ll now invite Andy to address you. At the conclusion of Andy’s presentation, we’ll move to the formal business of the
meeting. While voting is taking place, you’ll have an opportunity to ask questions – we respectively ask that if you have
a question you save it for this time. As always, the Board welcomes any feedback from shareholders on any of the
matters raised during today’s presentation or other matters in relation to the Group.
Address by the Managing Director: Andy Borland
[SLIDE 5: MANAGING DIRECTOR’S REVIEW]
Thank you, Tim, and good afternoon ladies and gentlemen. In this section of today’s presentation, I’ll be covering:
• Key highlights from our 2018 year.
• Sustainability and governance progress.
• Strategy update.
• And an opportunity to look at year in progress and investor returns.
[SLIDE 6: YEAR IN REVIEW]
Starting with the year in review, I’ll begin by providing an overview of the financial and operational highlights of the 2018
financial year.

5

[SLIDE 7: SCALES BY THE NUMBERS]
2018 was a year when all businesses performed well and enjoyed favourable climatic and trading conditions, resulting
in new records being set. Our share price remained stable, healthy dividends were maintained and we made significant
gains on our key strategic priorities.
I’ll go through the divisional detail in more detail over the next few slides, but the slide behind me highlights just some
of the financial and volumetric measures that demonstrate the significant scale of our Group-wide activities.
[SLIDE 8: TRENDS IN FINANCIAL PERFORMANCE]
As you can see from the 5 year performance graphs, the 2018 result represented a correction from 2017’s challenging
conditions and cemented the growth we delivered in 2015 and 2016.
We continue to drive this growth in our Continuing businesses, both organically and by acquisition, and believe our
refreshed strategy is the cornerstone to this being a success.
[SLIDE 9: GROUP FINANCIAL PERFORMANCE]
This next slide provides more detail on our income statement for 2018.
As mentioned, Underlying revenue (which included Polarcold for the full year and Liqueo until its time of sale in August)
was a record $464.7 million, up 18% on 2017. Profitability measures were also up with Underlying EBITDA and NPAT
up 8% and 9%, respectively.
Our results for the current 2019 year will exclude both Liqueo and Polarcold for the full year. However, we’ll include a
full year of trading from Shelby.
[SLIDE 10: 2018 DIVISIONAL HIGHLIGHTS]
This next slide lays out some divisional highlights.
In Horticulture, Andrew van Workum, his team and the team at Fern Ridge delivered very pleasing results. New Zealand
continues to hold a premium position in world markets for apple production and export and the New Zealand apple
industry was, for the fourth year running, named the most competitive on the global stage by The World Apple Review,
against 33 major apple growing countries.
During the year we continued our investments in orchard redevelopment, our brands, new varieties and our key markets,
and I’ll talk about this in more detail later.
Storage & Logistics saw significant changes over the last year as a result of the divestment of Liqueo and Polarcold,
and has now been renamed the “Logistics” division.
Scales Logistics delivered a standout performance with a 48% increase in EBITDA. This result was driven by a 19%
increase in ocean freight volume and a 49% increase in airfreight volume. I’d like to thank Kent and his team for a
fantastic 2018.
Some significant changes were also made to the Food Ingredients division. Our controlling interest in Shelby adds
80,000MT of petfood ingredient sales to the Group and increases the geographical diversity of proteins that we source.
Our 50/50 JV partnership with Alliance is also another strategically important transaction for us, which will expand
relationships with customers and allow us to move into higher, added-value ingredients.

6

Notwithstanding the acquisition of Shelby, there was pleasing growth in both revenues and profitability within the Food
Ingredients division. I’d like to thank John and our partners at Profruit for their leadership in achieving another great
result for 2018.
[SLIDE 11: DIVESTMENT SUMMARY]
This slide provides a summary of the return metrics surrounding the divestment of Liqueo, Polarcold and 50% of
Meateor. We realised sale proceeds of approximately $200 million and both Liqueo and Polarcold were sold at excellent
profitability multiples. As we’ve previously stated, the proceeds from these divestments will be used to pursue other
agribusiness opportunities – more about that later.
[SLIDE 12: TRENDS IN DIVISIONAL PERFORMANCE]
The charts behind me show the strong trends in underlying performance across our 3 business divisions and, as you
can see, all 3 divisions have continued to demonstrate strong year-on-year earnings growth.
[SLIDE 13: BALANCE SHEET]
In respect of our Balance Sheet, this remains strong.
Our 2018 reported balance sheet showed increases in capital employed and net debt due to Shelby, capital expenditure
and inventory & working capital investments.
Also presented is a pro forma balance sheet, which restates our December 2018 position to include the Polarcold and
Meateor transactions. As you can see, rather than a net debt position, we would have held a net cash position of $117
million. Capital employed would have decreased, but net assets increased.
[SLIDE 14: SUSTAINABILITY AND GOVERNANCE UPDATE]
The next section I’d like to cover is sustainability and governance.
[SLIDE 15: SUSTAINABILITY]
In 2017 we identified areas of focus within the sustainability area and, in 2018, we started measuring and setting targets
for reducing our impact in those areas.
Our top priorities were in the areas of people, energy and waste...
[SLIDE 16: SUSTAINABILITY - INITIATIVES]
... and this next slide summarises a few of the initiatives that were carried out throughout the group.
One of our most significant initiatives was the company-wide staff engagement survey. Undertaking this survey is one
of the steps to becoming an Employer of Choice and allowed us to understand what that means to our staff and where
we are on that road. As well as the survey highlighting many areas for celebration, it also drew attention to a few areas
of focus, which we’ve already started to address.
Health and Safety remains a top focus area for ALL staff, management and directors with a number of initiatives
undertaken. It is important to us that our staff are, and also feel, safe at work and we will continue to invest in innovations
around this area. We were also proud to be a finalist in The New Zealand Workplace Health & Safety Awards this year.
The judges noted that we have a very modern and innovative way of Health and Safety thinking.
And we were pleased to complete our first carbon footprint calculation and to start to develop strategies to reduce our
emissions, particularly in the areas where we have direct control.

7

[SLIDE 17: SUSTAINABILITY - MEASUREMENTS]
This next slide summarises a few of the many measurement statistics that Karen Morrish and her team have started to
compile. Accurate measurement is key to being able to assess our progress and achieve changes. We’ll be revisiting
these, and other, measures on a regular basis.
[SLIDE 18: GOVERNANCE]
At the start of 2019, we were pleased to announce the appointment of 2 new directors to our Board:
• Tomakin Lai, as a Non-Executive Director; and
• Nadine Tunley, as a Non-Executive Independent Director.
Both are prominent additions to the Board table and you’ll have the opportunity to hear from Tomakin and Nadine during
the formal resolution part of the meeting.
[SLIDE 19: STRATEGY UPDATE]
Moving on to a review of our Refreshed Strategy, as announced last year.
[SLIDE 20: A FOCUS ON AGRI-BUSINESS]
We announced that our strategy for 2018 and onwards would be a greater focus on agribusiness, continuing to look for
diversification opportunities. However, it is also important to us that we capitalise on our in-house expertise and market
knowledge with whichever opportunities we pursue.
[SLIDE 21: MACRO ECONOMIC TRENDS]
There are several macro-economic trends that substantiate our reasons for focusing on agribusiness. The food &
agribusiness sector has a significant part to play in the sustainability of our planet and we firmly believe that we need to
leave our businesses better for the next generation of managers and owners. There is also the need to create a more
sustainable food system, to feed the growing world population. Part of this solution is likely to be a move to a wider mix
of less intensive food production, producing lower green-house gas emissions and providing environmental as well as
health benefits.
[SLIDE 22: STRATEGY PROGRESS]
This focus provides us with a wide range of opportunities, as indicated by our initial investments within our Food
Ingredients division.
We have, and continue to, review a wide range of opportunities in a variety of agribusiness sectors. We hope to invest
further in the near term. However, we will not rush into any investment decisions and will ensure that we wait for the
right business, with the right culture and prospects in the right sector.
[SLIDE 23: HORTICULTURE - ORCHARD STRATEGY]
Mr Apple is looking to drive future profitability through 3 initiatives:
Firstly, continued focus on premium varieties to Asia / Middle East. This sees us maintain the momentum from our early
2010’s orchard redevelopment strategy and, as shown in the chart on the bottom right, has seen the Asia and Middle
East region emerge as our most significant export market. This market is set to continue to grow through the forecast
period as orchard redevelopment (which has resulted in plantings of Braeburn in particular - historically a UK / European
variety - being replaced by new plantings of Dazzle and Posy).

8

Secondly, driving improved returns, product ownership and branding presence through increased sales of our own
apples. Recent focus has been on the Posy and Dazzle brand and variety, which complement our early investment in
establishing the Diva brand. We’ve recently redeveloped 80 hectares into the Posy and Dazzle varieties, with significant
further redevelopment planned for this year and next and, accordingly, we remain committed to the Hawke’s Bay area.
Thirdly, pursuing opportunities in automation. Our scale means that we are particularly well-placed to embrace
automation to help address rising costs, specifically access to labour.
[SLIDE 24: HORTICULTURE - MARKET STRATEGY]
During 2016 we embarked on a marketing strategy for Mr Apple, initially focussing on business-to-business marketing
but with a view to appealing directly to consumers. A number of strategies were employed and this has led to a shift in
market channel revenue for Mr Apple, with an increased proportion of sales to retail and the emergence of e-commerce
sales.
On the right hand side of this slide a few photos of a recent Mother’s Day promotion held in China in conjunction with 7-
Fresh, a premium supermarket / metro store.
[SLIDE 25: HORTICULTURE – NEW VARIETIES]
On this slide are images of our new Posy variety being launched in China. We note the use of specialised packaging,
online sales, and photos of the product in store.
[SLIDE 26: LOGISTICS – AUSTRALASIAN STRATEGY]
As shown in the charts on the bottom of this slide, Australasian agricultural products have experienced strong recent
growth. This historical growth is expected to continue through, at least, the near future.
Scales Logistics has developed a specialist expertise in food and perishable produce providing an end-to-end logistics
service for its key customers. Some 5 years ago, our specialist airfreight cargo division, Balance Cargo, was launched
to provide time-critical freight solutions. In 2017, we expanded both our breadth of expertise as well as our geographical
footprint through the acquisition of OceanAir. OceanAir had deep sector knowledge of the kiwifruit and avocado sectors
as well as a position in the Melbourne market. And, in late 2018, Balance Cargo opened its Auckland branch, which has
been designed specifically to focus on perishable product and the dairy sector.
[SLIDE 27: FOOD INGREDIENTS - GLOBAL STRATEGY]
As previously mentioned, we were delighted to welcome Shelby to Scales and, post year-end, partner with the Alliance
Group. We believe these transactions will provide a basis for continued growth in the division, and set us on the journey
to it becoming a $25 million EBITDA division.
Market research suggests that the worldwide petfood ingredients sector is an attractive investment proposition, with the
worldwide petcare industry being estimated at over US$100 billion and growing. By itself, the China petfood market has
been valued at US$1.7 billion, with continued growth forecast.
Accordingly, our global strategy is to be a key provider of petfood ingredients to a wide range of international brands
and our transactions in this area provides us with a significant foothold towards satisfying this strategy.
[SLIDE 28: OUR DEVELOPING OVERSEAS PRESENCE]
Through both organic growth and acquisition, Scales has developed an international network spanning 4 separate
geographies. In addition to New Zealand, we have a growing presence in Australia – through our Logistics division, as

9

well as our Food Ingredients division, the latter of which sources finished product from this market. We’ve launched
ourselves into the United States market through the investment into Shelby, giving us an in-market presence for this
key region for our petfood ingredients. Finally, we’re developing stronger ties with China, including through our
continued participation in Primary Collaboration New Zealand and with the support of our cornerstone shareholder China
Resources Ng Fung.
For the US and China markets we’ve also engaged in-market representatives to help us promote the direct interests of
Scales’ subsidiaries. In the United States, Shelby recently hired Richard Bondarenko, who has spent more than 35
years in the meat and pet food industry there, and who is available to consult to Meateor’s other businesses, including
the Meateor JV with Alliance. In Shanghai, PCNZ employee Jacky Qin provides in-market management services to Mr
Apple, helping us to sell more apples for higher prices.
In addition, Scales sell products to over 40 different countries.
[SLIDE 29: OUTLOOK AND INVESTOR MATTERS]
So, time now to look at how we’re trading in 2019.
[SLIDE 30: TRADING UPDATE]
Overall, I’m happy to report that we’re experiencing a positive start to the year.
We can reconfirm recently released Guidance to the market of a $32 million to $37 million Net Profit range for the year,
implying an Underlying EBITDA range of $49 million to $55 million. This compares to Underlying EBITDA of $48.5
million in 2018 on a like-for-like basis.
In our Horticulture division, the harvest is almost complete with a total pick of 4.9m cartons from our own orchards
(including Longview). Whilst this is down 4% on last year, it is in line with the changes anticipated from the orchard
redevelopment programme. We’re also on track for the forecast export volumes, previously noted.
It’s been a positive start to the year in the Logistics division, with Scales Logistics’ activity expected to remain around
2018 levels.
And in Food Ingredients, one off supply and pricing issues during 2018 / 2019 will negatively impact on first half trading
in Australasia, however ongoing petfood ingredient demand remains strong. Sale volumes are expected to be
significantly higher due to the inclusion of Shelby.
[SLIDE 31: SHAREHOLDER RETURNS]
My final slide summarises shareholder returns.
In respect of dividends, we’ve declared dividends of 19 cents per share in respect of 2018, slightly higher than 2017’s
18 cents per share – a level that we’re committed to retaining whilst the company holds net cash. The 2018 dividend
represents 75% of our 2018 Underlying Net Profit.
We’re also pleased to report Total Shareholder Returns (that’s cash dividends paid plus or minus the movement in
Scales’ share price as a proportion of the $1.60 IPO price) of nearly 260% - a Compound Annual Growth Rate of 31%.
I hope you’ll agree this is an impressive yield.

And this concludes my presentation.

10

As mentioned by Tim, an opportunity to ask questions will be made available during the voting on the resolutions. In
the meantime, I’ll pass back to Tim to cover the business of today’s meeting.
Address by the Chair: Tim Goodacre
[SLIDE 32: ORDINARY BUSINESS AND RESOLUTIONS]
Thank you, Andy.
We’ll now move to the business of the meeting and the procedure for this part of the meeting. The first 6 resolutions are
ordinary resolutions and are required to be passed by a simple majority of votes. The final resolution is a special
resolution and is required to be passed by a minimum of 75% of votes.
The resolutions that we’ll be voting on today are as follows:
• Resolution 1: Authorisation for the Directors to fix the auditor’s remuneration for the coming year.
• Resolution 2: Re-election of Alan Isaac as a Non-Executive Independent Director.
• Resolution 3: Election of Andy Borland as an Executive Director.
• Resolution 4: Election of Tomakin Lai as a Non-Executive Director.
• Resolution 5: Election of Nadine Tunley as a Non-Executive Independent Director.
• Resolution 6: Authorisation that the maximum total pool of Directors’ remuneration payable by Scales to
Directors be increased.
• A Special Resolution: Authorisation to amend Scales’ Constitution as a result of our transition to the new NZX
Listing Rules on 1 May 2019.
Current best practice for Shareholder voting is by way of poll. Accordingly, in my capacity as Chair I require that a poll
be held for each of the resolutions.
Shareholders who are entitled to vote and proxies who have discretion as to how they vote have received a Voting /
Proxy Form when they registered upon arrival at the meeting. If you completed a postal vote, you do not need to
complete another Voting / Proxy form.
If you have not received a Voting / Proxy form, please go to the Computershare desk at the back of the room where
their representatives will be able to assist you. After voting, you should place your Voting / Proxy form in one of the
ballot boxes which will be passed around the room. I’ll invite you to vote after all the resolutions have been introduced
to the meeting.
I and my fellow directors hold undirected proxies:
• With respect to Resolution 1, authorisation for the Directors to fix the auditor’s remuneration for the coming year:
442,780 shares.
• With respect to Resolution 2, re-election of Alan Isaac as Non-Executive Independent Director: 449,480 shares.
• With respect to Resolution 3, election of Andy Borland as Executive Director: 482,480 shares.
• With respect to Resolution 4, election of Tomakin Lai as Non-Executive Director: 497,714 shares.
• With respect to Resolution 5, election of Nadine Tunley as Non-Executive Independent Director: 491,712
shares.

11

• With respect to Resolution 6, authorisation that the maximum total pool of Directors’ remuneration payable by
Scales to Directors be increased: 520,517 shares.
• With respect to the Special Resolution, authorisation to amend Scales’ Constitution as a result of our transition
to the new NZX Listing Rules on 1 May 2019: 648,667 shares.
Your Board supports these resolutions and we intend to vote all these shares in favour of these resolutions.
There will be an opportunity to ask questions on, or speak to, each resolution being put to shareholders. I ask that, in
the interests of fairness to all shareholders attending this meeting, anyone wishing to speak to a resolution be as concise
as possible and be considerate to other shareholders who may also wish to ask questions.
[SLIDE 33: RESOLUTION 1]
Resolution 1 relates to the remuneration of auditors. The proposed ordinary resolution is to authorise the Directors to
fix the auditor’s remuneration for the coming year. In accordance with the Companies Act, Deloitte has been
automatically reappointed as Scales’ auditor. As is usual with audit fees, due to the complexity and changing nature of
the company’s affairs, it is not possible to fix the remuneration at the beginning of the year.
I now move, as an ordinary resolution, that the Board is authorised to fix the auditor’s remuneration for the coming year.
I now invite discussion on the resolution.
[Discussion]
There appears to be no [further] discussion.
We’ll now move to the next resolution.
[SLIDE 34: RESOLUTION 2]
Resolution 2 relates to the re-election of Alan Isaac.
The NZX Listing Rules state that Directors must not hold office (without re-election) past the third annual meeting
following the Director’s appointment, or 3 years, whichever is longer. Accordingly, Alan Isaac is required to retire at this
meeting.
Alan was first appointed a Director of the company in June 2014. Alan, being eligible, offers himself for re-election, and
the Board unanimously supports his re-election and recommends that shareholders vote in favour of Resolution 2.
I now invite Alan to briefly address the meeting on his proposed re-election
Over to you Alan.
[Personal remarks from Alan]
Thanks Alan.
I now move, as an ordinary resolution, having retired by rotation, that Alan Isaac be re-elected as a Non-Executive
Independent director. Is there any discussion on this resolution?
[Discussion]
There appears to be no [further] discussion.
[SLIDE 35: RESOLUTION 3]

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Resolutions 3 through 5 relate to the election of Directors appointed since the last Annual Meeting. The NZX Listing
Rules state Directors appointed by the Board must not hold office (without re-election) past the next annual meeting
following the Director’s appointment.
Resolution 3 relates to the election of Andrew (or, Andy, as we know him) Borland.
Andy joined Scales in 2007 and became Managing Director in 2011. He was reappointed during the year by the Board
as Executive Director on 25 March 2019 prior to expiry of his term. Andy, being eligible, offers himself for election, and
the Board unanimously supports his election.
I now invite Andy to briefly address the meeting on his proposed election.
[Address from Andy Borland]
Thank you, Andy.
I now move, as an ordinary resolution, having retired by rotation, that Andy Borland be elected as an Executive Director.
Is there any discussion on this resolution?
[Discussion]
There appears to be no [further] discussion.
[SLIDE 36: RESOLUTION 4]
Resolution 4 relates to the election of Tomakin Lai.
Tomakin was appointed during the year by the Board as Non-Executive Director on 28 January 2019. Tomakin, being
eligible, offers himself for election, and the Board unanimously supports his election.
I now invite Tomakin to briefly address the meeting on his proposed election.
[Address from Tomakin Lai]
Thank you, Tomakin.
I now move, as an ordinary resolution, having retired by rotation, that Tomakin Lai be elected as a Non-Executive
Director. Is there any discussion on this resolution?
[Discussion]
There appears to be no [further] discussion.
[SLIDE 37: RESOLUTION 5]
Resolution 5 relates to the election of Nadine Tunley.
Nadine was appointed during the year by the Board as Non-Executive Director on 26 February 2019. Nadine, being
eligible, offers herself for election, and the Board unanimously supports her election.
I now invite Nadine to briefly address the meeting on her proposed election.
[Address from Nadine Tunley]
Thank you, Nadine.
I now move, as an ordinary resolution, having retired by rotation, that Nadine Tunley be elected as an Independent Non-
Executive Director. Is there any discussion on this resolution?

13

[Discussion]
There appears to be no [further] discussion.
[SLIDE 38: RESOLUTION 6]
Resolution 6 relates to a proposal to increase the maximum total pool of Directors’ remuneration available for your Board
of Directors by $100,000 per annum, from a total fee pool of $500,000 per annum to $600,000 per annum, effective
from the close of the Annual Meeting. This resolution is subject to the passing of Resolution 5. Shareholder approval
is required under NZX Listing Rule 2.11.1.
An appropriate fee structure is important to ensure that your Company can continue to attract and retain the right
directorial skills and experience to govern your business, and that those Directors are being fairly remunerated for the
work they do.
The proposed increase in the Directors’ fee pool reflects the appointment of an additional Director during the 2019
financial year and provides the Board with a remuneration fee pool considered appropriate to remunerate a Board of six
Non-Executive Directors, including for associated committee work.
Accordingly, even where this resolution may be passed by shareholders, it will not be effective unless Resolution 5
(Election of Nadine Tunley as a Director, which shall have the effect of increasing the size of the Board to six Non-
Executive Directors), is also passed by shareholders.
I now move, as an ordinary resolution, that the maximum total pool of Directors’ remuneration payable by Scales to
Directors (in their capacity as Directors) be increased by $100,000 per annum, from $500,000 per annum to $600,000
per annum.
In accordance with the NZX Listing Rules, the directors and their associated persons are restricted from voting on this
resolution.
Is there any discussion on this resolution?
[Discussion]
There appears to be no [further] discussion.
[SLIDE 39: SPECIAL RESOLUTION]
This special resolution seeks shareholder approval to alter Scales’ Constitution.
The amendments to the Constitution are procedural in nature as a result of Scales’ transition to the new NZX Listing
Rules on 1 May 2019, details of which were provided in the Notice of the Annual Meeting.
It should be noted that if any of the proposed amendments are inconsistent with the NZX Listing Rules, the NZX Listing
Rules (as amended by any waiver or ruling granted to Scales) will prevail. A copy of the NZX Listing Rules is available
at www.nzx.com.
The Board unanimously recommends shareholders vote in favour of the alterations to Scales’ Constitution.
Is there any discussion on this resolution?
[Discussion]
There appears to be no [further] discussion.
[SLIDE 40: VOTING & QUESTIONS]

14

If you wish to vote on all of these motions, you should use either the Voting / Proxy Form that was sent to you with the
Notice of Meeting or an alternative voting form given to you by Computershare when you entered the meeting.
When you cast your vote, please tick one box to select “for”, “against” or “abstain”, alongside each resolution in the
section named Step 1: Voting Instructions / Voting Form.
If you hold a proxy on behalf of a shareholder, you will need to cast that shareholder’s votes in order for them to be
counted. The Voting / Proxy Form given to proxy holders, sets out the number of proxy votes held and records directed
votes.
If there are no undirected votes, the proxy holder needs only to sign the voting form. Where there are undirected votes,
proxy holders may vote these as they see fit by ticking the appropriate box.
Finally, in all cases, please ensure the voting form is signed. I remind you that you are voting on each separate resolution
as detailed in the Notice of Meeting. After voting, you should place your Voting / Proxy Form in one of the ballot boxes
which will be passed around the room. If anyone is unsure how to complete the voting form or doesn’t have a form,
please go to the registration desk where someone will be able to help you.
Once all the votes have been cast, they will be counted by the Company’s share registrar, Computershare, and
scrutinised by the Company’s auditor. The results of today’s meeting will be released to the NZX on the completion of
verification of voting.
Please prepare your forms and cast your votes now, while we take questions.
[Can I now ask Computershare to bring the ballot boxes forward.]
Questions
At this point we’ll open the floor to any questions on the financial results, the business update or any other matters you
would like to raise.
[Questions]
[After no more questions]
Are there any items of general business to be discussed?
There appears to be no further business for discussion.
Ladies and gentlemen, that brings us to the end of formal business for Scales Corporations’ 2019 Annual Shareholders’
Meeting. Thank you for taking the time to participate today.
I would now like to invite you to join us for refreshments.
Thank you.
[ENDS]