Rubicon 2019 Annual Report

Rubicon Annual Report
Year ended 31 March 2019

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Rubicon Annual Report
Year ended 31 March 2019

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1
Annual Report

2
Dear Shareholder,
In our last report to you (the September 2018 Interim Review), we highlighted a number of goals and initiatives we were actively
pursuing in order to position Rubicon for the next stage of development following our acquisition of 100% of ArborGen.
The discussion below canvasses both the achievements over the last twelve months, and, importantly, our longer-term assessment for
the Company.
You will recall that in our past discussions with you, we had indicated we would be undertaking a planned restructuring of the Rubicon
Group that would allow us to take advantage of the synergies arising from our 100% ownership of ArborGen. We have referred to
this before as our One-Company program, the purpose of which is to streamline our activities in order to optimise the effi ciency and
structure of the combined Rubicon-ArborGen Group. In the period under review, this has resulted in cash restructuring costs of $1.5
million, and an accounting restructuring expense of $3.1 million, which together with Rubicon / ArborGen transaction-related costs
of $1.0 million during the period, brought the Group net earnings result to a loss of $4.3 million for the year ended 31 March 2019.
With this restructuring process now behind us, it is important to note that the $1.5 million of cash restructuring spend incurred will
result in cash savings for the Group of approximately $2.0 million per annum on a go-forward basis – i.e. a cash pay-back of less than
12 months.
Normalised cash from operating activities (after allowing for restructuring, transaction-related costs and cost-outs)
1
was $7.4 million,
compared with the $4.1 million reported.
As a result of the historic changes in balance date, results comparisons with prior periods is problematic. The comparative period shown in
our fi nancial statements is for the six months to 31 March 2018, which from a revenue perspective includes nearly all of ArborGen’s sales
in the US, half of its Brazil’s sales and minimal Australia and New Zealand (ANZ) sales (please refer to note 24 for a geographic segment
breakdown). Moreover, the prior year opening balance sheet is as at 1 October 2017, which is very different to the current period opening
balance sheet date of 1 April 2018 given the end of March marks the near-completion of the US seedling sales lifting season. For these
reasons we use pro-forma comparatives in the discussion below to provide users with relevant and understandable information
2
.
Record ArborGen results in spite of challenges
ArborGen recorded US-GAAP underlying earnings of US$6.1 million
3
. This result is in line with the updated guidance we provided to the
market in January of this year of circa US$6.0 million
3
and includes a circa US$1 million loss in our developing market in Brazil. While
ArborGen achieved record seedling production from its nurseries in the 2019 season, as explained in our January release, the reduction
in sales volume was due to the impact of major hurricanes and other extreme weather events. Unfortunately these resulted in many of
ArborGen’s customers being unable to plant seedlings in certain parts of their estates due to sustained high levels of water destroying
planting acreage they had already prepared. In short, the impact of extreme weather in the US-South (which resulted in the write-off of
a substantial number of seedlings in the US and adversely impacted US gross margin percentage by circa 2.3%, or 37.1% in the current
period versus the 34.8% as reported and compared to 35.8% in 2018), combined with uncertainty in the Brazilian eucalyptus market
due to recent forest ownership changes, prevented us from achieving our initial US-GAAP underlying earnings target.
Chairman’s Letter

3
That said, it is important to acknowledge that despite two severe hurricanes and record rainfall during the year, ArborGen still achieved
US-GAAP underlying earnings 40% higher than prior year (FY 2018 US-GAAP underlying earnings were $4.3 million
3
demonstrating
consistently improving underlying operational performance. With ArborGen established as the clear market leader in the US loblolly
pine market, our focus is on operational execution, managing every aspect of our business to validate our position and differentiate
ourselves from the competition, while driving sales and controlling costs. We are confi dent this focus is bearing results.
In terms of unit sales performance for the 12 months to 31 March 2019, ArborGen sold 352 million seedlings globally – 280 million
seedlings in the US including 247 million loblolly pine seedlings (of which 37.25% were MCP and varietals), 23 million in Australasia,
and 50 million seedlings in Brazil. In the US, we achieved total record sales volume and revenue, including ArborGen’s advanced
genetics sales (MCP and Varietals) as a percentage of its total loblolly pine sales increasing from 31% to 37% (and MCP sales up
25%) on the prior year, despite the challenging weather conditions noted above. This increase was due in large part to our increased
emphasis on the private, non-industrial land owners, who comprise more than 50% of the total US loblolly pine seedling market.
Our Acquire, Build Confi dence, Convert (i.e. ABC) strategy underpins our customer marketing plan, emphasising the need to acquire
new customers and gain market share. Investing the resources necessary to demonstrate the clear benefi ts of our advanced genetics
products offering is an integral part of this program.
While the markets in Australia and New Zealand have seen some challenging times over the past few years, we are now beginning to
see the payoff from our willingness to stay the course in both countries. Market recoveries in Australia and New Zealand, combined
with our leading market position and solid execution of our plan, have allowed us to achieve our fi nancial targets there, and position
ourselves for future growth. By way of example, our pre-eminent position in New Zealand has allowed us to play a key role in the NZ
Government’s one billion tree planting program. In Brazil, pine sales exceeded our projections, while eucalyptus sales continued to be
challenging due to the Brazilian macro-economic environment, and also to changes in the ownership of several major forest owners
which caused them to slow or temporarily cease their planting programs.
Outlook
Looking to the next fi scal year, with the restructuring of Rubicon and ArborGen complete, the focus now is on execution – specifi cally
converting our leading market position in each of the markets in which we operate into continued improvement in fi nancial and
operating performance. Unfortunately, the extreme hurricane event of last year, together with freeze damage experienced in the prior
year, will impact our MCP seed availability over the next couple of years – i.e. until our younger (and more advanced genetics) seed
orchards mature. Absent these events, we would have forecast double-digit US-GAAP underlying earnings for our March 2020 fi scal
year, however lower MCP seed availability requires us now to reduce this target. Whilst not providing specifi c numeric guidance for
2020, what we can say is that despite the reduced MCP seed availability that will see MCP volumes “fl attish”, we still believe that
US-GAAP underlying earnings will be materially higher y-o-y. To round out this discussion, it is important to note that, as a result of
ArborGen’s signifi cant investment in orchards over the past few years, near-term MCP supply constraints will dissipate as our vast
younger seed orchards approach maturity in the next two years, allowing us to meet projected demand growth as well as build our
MCP seed inventory.
Chairman’s Letter

4
Chairman’s Letter
While we obviously need to qualify our projections with the normal caveats about weather, we are pleased to report that we are seeing
strong early season sales in every market region in which we operate in the US-South, driven by improving timber prices in some areas
(which implicitly increase the underlying value of our advanced genetics product offerings), higher rates of replanting due to damage
caused by Hurricane Michael, and “catch-up” from delays due to the near record rainfall in much of the market in 2019.
In New Zealand, our sales are beginning to refl ect the impact of the “wall of wood” being harvested from plantings made in the
early 1990s, with the added growth from the NZ Government’s 10-year one billion tree planting programme under which Crown
Forestry awarded a 12 million seedling supply agreement to ArborGen-NZ (described in our last report). As the only seedling
company in New Zealand with a national nursery footprint, we are well positioned to benefi t from this upsurge in reforestation.
In Australia the industry is recovering as new forest investors begin to replant land acquired from Management Investment schemes.
As a result we expect to achieve record sales and profi ts in both our Australian and New Zealand operations for the fi scal year ended
31 March 2020.
In Brazil, we expect pine seedling sales to continue to increase, as the value of ArborGen’s proprietary products becomes clearer
every year as our trees mature in demonstration and commercial plantations. With respect to our eucalyptus seedling sales, after
a challenging 2018/19, we expect to see greater stability in 2019/20 as the outlook for both the wider economy and the forestry
sector become more certain.
Capturing core growth opportunities
As reported in our interim report, following on from the Taylor nursery announcement earlier in calendar year 2018, in November
2018 we announced that ArborGen had entered into an agreement with TexMark Timber Treasury LP (“TTT”) – a joint venture
between the CatchMark Timber Trust and a consortium of large institutional investors, that had completed the acquisition of
Campbell Global’s US$1.4 billion of timberlands located in Texas. The primary agreement is a fi ve-year lease, pursuant to which
ArborGen will lease the TTT nursery and seed orchard properties located in Texas, and gives ArborGen the right to acquire the leased
properties for US$2.5 million payable upon the expiration of the fi ve-year lease period. The lease agreement increases ArborGen’s
annual nursery production capacity and sales by approximately 30 million seedlings per annum effective from the production season
beginning 1 April 2019, and also immediately expands our productive seed-orchard capacity (including advanced genetics seed) in
the important Texas region. Related to this, ArborGen also entered into an exclusive multi-year agreement to supply TTT all of its
Texas seedling requirements for an initial term of fi ve years, with term-renewal periods thereafter.
We are pleased to report that the integration of these two new nurseries is now largely complete, which has extended our
production platform, in turn extending our reach and allowing us to be more competitive for customers in the markets those
nurseries serve.

5
Rubicon and ArborGen are now “One-Company”
As explained earlier, the implementation of the One-Company approach to managing Rubicon and ArborGen saw planned changes
in Rubicon’s and ArborGen’s management over the period, amongst them the departure of Luke Moriarty, Mark Taylor and Bruce
Burton. Each made extensive contributions to Rubicon over their tenure and were involved with Rubicon since its founding. They
devoted tremendous time, energy and commitment to the Company on behalf of all of the Company’s shareholders, for which we
are very thankful. We wish the best for them in their future endeavours.
To conclude, Rubicon and ArborGen have gone through a period of tremendous change over the last year. With that process now
complete, we believe the foundation is fi rmly established for the Company to offer increasing value to shareholders in the future.
As always, I would like to thank all our stakeholders for their continued support – it is very much appreciated.
Sincerely,
Dave Knott
Chairman (on behalf of the Board)
29 May 2019
1 Reported cash from operating activities $4.1 million: add back restructuring cash cost $1.5 million, transaction-related costs $1.0 million and one-
company cost savings $0.8 million (salaries) to give normalised operating cash of $7.4 million.
2 Refer to note 30 Non-GAAP measures and Pro Forma.
3 Non-GAAP information does not have a standardised meaning prescribed by GAAP, and may not be comparable to similar fi nancial information
presented by other entities. EBITDA (i.e. Earnings before Interest, Taxation, Depreciation and Amortisations) is a non-GAAP measure. ‘US-GAAP
underlying earnings’ is a non-GAAP earnings fi gure. It can be reconciled to our IFRS Net Earnings fi gure as per Note 30 to these Financial Statements.
Chairman’s Letter

6
RUBICON LIMITED AND SUBSIDIARIES
Consolidated Income Statement
For the year ended 31 March 2019
RUBICON GROUP
Notes
Year ended
March 2019
US$m
6 Months
March 2018
US$m
Revenue2449.135.4
Cost of sales7 (32.0)(20.4)
Gross profi t17.115.0
Change in fair value of biological assets110.8(3.4)
Administration expense7(16.8)(9.2)
Operating earnings excluding items below1.12.4
Impairment7–(0.8)
Restructuring and transaction-related expenses7(4.1)(0.6)
Gain on sale0.5–
Operating earnings (loss) before fi nancing expense(2.5)1.0
Financing expense(2.2)(1.4)
Earnings (loss) before taxation(4.7)(0.4)
Tax benefi t80.52.6
Net earnings (loss) after taxation from continuing operations(4.2)2.2
Net earnings after taxation from discontinued operations31(0.1)(0.4)
Net Earnings / (loss)(4.3)1.8
Basic / diluted earnings per share information (cents per share)(0.9)0.4
Continuing operations (0.8)0.5
Weighted average number of shares outstanding (millions of shares)496.9488.0
The accompanying notes form part of, and are to be read in conjunction with, these fi nancial statements.

7
RUBICON LIMITED AND SUBSIDIARIES
Consolidated Statement of Comprehensive Income
For the year ended 31 March 2019
RUBICON LIMITED AND SUBSIDIARIES
Statement in Changes in Equity
For the year ended 31 March 2019
RUBICON GROUP
Year ended
March 2019
US$m
6 Months
March 2018
US$m
Net Earnings(4.3)1.8
Items that may be reclassifi ed to the Consolidated Income Statement:
Movement in currency translation reserve19(0.8)(0.1)
Other comprehensive income (net of tax)(0.8)(0.1)
Total comprehensive income / (expense)(5.1)1.7
Total comprehensive income attributable to:
Rubicon shareholders(5.1) 1.7
Minority shareholders––
Total comprehensive income(5.1)1.7
RUBICON GROUP
Notes
Year ended
March 2019
US$m
6 Months
March 2018
US$m
Total comprehensive income(5.1)1.7
Movement in Rubicon shareholders’ equity:
Issue of shares18––
In share based payment reserve18 & 191.3–
Movement in minority shareholders’ equity:
Disposal of TCLP minority20–(7.5)
Deconsolidation of Tenon minority20–(2.0)
Distribution paid by TCLP20–(0.9)
Total movement in shareholder equity(3.8)(8.7)
Total movement in shareholder equity attributable to:
Rubicon shareholders’ equity(3.8)1.7
Minority shareholders’ equity–(10.4)
Opening equity attributable to:
Rubicon shareholders151.4149.7
Minority shareholders–10.4
Opening total Group equity151.4160.1
Closing equity attributable to:
Rubicon shareholders147.6151.4
Minority shareholders20––
Closing Total Group Equity147.6151.4
The accompanying notes form part of and are to be read in conjunction with these fi nancial statements.

8
RUBICON GROUP
Notes
Year ended
March 2019
US$m
Re-presented
(1)

6 Months
March 2018
US$m
Cash was provided from operating activities
Receipts from customers51.428.1
Cash provided from operating activities51.428.1
Payments to suppliers, employees and other(47.3)(24.6)
Cash (used in) operating activities(47.3)(24.6)
Net cash from (used in) operating activities4.13.5
Sale of assets0.8–
Investment in fi xed assets13(2.7)(0.3)
Deferred settlement(10.0)(5.0)
Investment in intellectual property14(4.7)(2.7)
Net cash from (used in) investing activities(16.6)(8.0)
Debt drawdowns9.05.4
Debt repayment(18.9)(7.4)
Interest paid(2.1)(1.4)
Net cash from (used in) fi nancing activities(12.0)(3.4)
Net cash from discontinued operations312.45.9
Net movement in cash(22.1)(2.0)
Opening cash, liquid deposits and restricted cash29.031.2
Effect of exchange rate changes on net cash0.3(0.2)
Closing Cash, Liquid Deposits and Restricted Cash7.229.0
Net Earnings (4.3)1.8
Adjustment for:
Financing expense2.11.4
Depreciation and amortisations78.74.3
Taxation(0.5)(2.6)
Foreign exchange(0.5)(0.1)
Change in fair value of biological assets(0.8)3.4
Other non cash items0.50.9
Cash fl ow from operations before net working capital movement5.2 9.1
Trade and other receivables(1.4)(4.6)
Inventory(3.7)0.4
Trade and other payables4.0(1.4)
Net working capital movement(1.1)(5.6)
Net cash from operating activities4.13.5
(1) The 6 months ended 31 March 2018 has been re-presented to show cash fl ows from discontinued operations separately.
The accompanying notes form part of and are to be read in conjunction with these fi nancial statements.
RUBICON LIMITED AND SUBSIDIARIES
Consolidated Statement of Cash Flows
For the year ended 31 March 2019

9
RUBICON LIMITED AND SUBSIDIARIES
Consolidated Balance Sheet
As at 31 March 2019
RUBICON GROUP
Notes
March 2019
US$m
March 2018
US$m
Current assets
Cash and liquid deposits93.223.0
Trade and other receivables109.110.0
Inventory1129.424.8
Total current assets41.757.8
Non current assets
Restricted cash9 & 174.06.0
Fixed assets1342.743.3
Intellectual property14105.6106.7
Total non current assets152.3156.0
Total assets194.0213.8
Current liabilities
Trade, other payables and provisions16(14.5)(10.4)
Current lease obligation22(0.8)(0.7)
Current debt17(0.5)(15.1)
Deferred settlement15–(10.0)
Total current liabilities(15.8)(36.2)
Term liabilities
Term debt17(16.5)(11.1)
Finance lease obligation22(11.2)(11.7)
Deferred taxation liability12(2.9)(3.4)
Total term liabilities(30.6)(26.2)
Total liabilities(46.4)(62.4)
Net Assets147.6151.4
Equity
Share capital18201.0201.0
Reserves19(53.4)(49.6)
Total Group Equity147.6151.4
Net Asset Backing29US 30 cpsUS 31 cps

Dave Knott Jr Paul Smart
Chairman of the Board Audit Committee Chairman
29 May 2019
Both of the above signatories certifi es that these fi nancial statements comply with generally accepted accounting standards and
present a true and fair view of the fi nancial affairs of the Rubicon Group.
The accompanying notes form part of, and are to be read in conjunction with, these fi nancial statements.

p
Paul Smart
AuAdit Committee Chairm

10
1 GENERAL INFORMATION
Rubicon Limited (Rubicon) is an international forestry business. Rubicon, a limited liability company incorporated and domiciled in
New Zealand, is listed on the New Zealand stock exchange. As at 31 March 2019 Rubicon had one investment ArborGen Inc (ArborGen)
(95% economic interest (with 5% warrants outstanding relating to ArborGen’s acquisition of Cellfor), and 100.0% voting interest and
ownership of common stock).
Last reporting period Rubicon changed its balance date to 31 March (from 30 September), to align with that of its subsidiary ArborGen.
Accordingly, the comparative fi nancial statements presented are for the six months from 1 October 2017 to 31 March 2018.
The change in balance date has also created comparison issues in relation to the earnings of ArborGen. This is because the six month
period to 31 March 2018 includes all the US revenue, due to timing of revenue recognition, whilst only costs relating to that half of
the year are reported. The six month results makes any year-on-year comparisons problematic (refer to notes 11 Inventory and 30 Non
GAAP measures and Pro Forma for more detail).
2 APPROVAL OF ACCOUNTS
These consolidated fi nancial statements have been prepared on a consolidated Group basis and were approved for issue by the Board of
Directors on 29 May 2019.
3 BASIS OF PRESENTATION
The fi nancial statements presented are those of Rubicon Limited (the Company) and Subsidiaries (the Group).
Basis of preparation
The Company is a FMC reporting entity for the purposes of the Financial Reporting Act 2013 and Financial Markets Conduct Act 2013.
The presentation currency used in the preparation of these fi nancial statements is United States dollars (US$), rounded to the nearest
hundred thousand dollars.
Statement of compliance
The fi nancial statements have been prepared in accordance with New Zealand International Financial Reporting Standards (NZ IFRS) and
other applicable fi nancial reporting standards. The fi nancial statements are in compliance with International Financial Reporting Standards
(IFRS). The Group has designated itself as a profi t-oriented entity for the purposes of compliance with NZ IFRS.
The fi nancial statements have been prepared in accordance with the requirements of the Financial Reporting Act 2013, Financial Markets
Conduct Act 2013 and the Companies Act 1993 and comply with generally accepted accounting practice in New Zealand (NZ GAAP).
Chief operating decision-makers
Rubicon’s ‘chief operating decision-makers’ are the Board of Directors who jointly make strategic decisions for Rubicon.
4 SIGNIFICANT ACCOUNTING POLICIES
Accounting Policies
All signifi cant accounting policies are set out on the following pages. Other than the fi rst time adoption of NZ IFRS 15 Revenue from
Contracts with Customers (NZ IFRS 15) and NZ IFRS 9 Financial Instruments (NZ IFRS 9), there have been no changes made to accounting
policies during the year.
NZ IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognised. This new
standard replaces the guidance in NZ IAS 18 Revenue (NZ IAS 18), which covers revenue from contracts for goods and services.
RUBICON LIMITED AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the year ended 31 March 2019

11
RUBICON LIMITED AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the year ended 31 March 2019
4 SIGNIFICANT ACCOUNTING POLICIES continued
The Company has adopted NZ IFRS 15 using the modifi ed retrospective method, with the effect of initially applying this standard recognised
at the date of initial application at 1 April 2018. Accordingly, the information presented for 2018 has not been restated. It is presented,
as previously reported, under NZ IAS 18 and related interpretations. There has been no change in the timing of revenue recognition as a
result of adopting NZ IFRS 15.
NZ IFRS 9 sets out requirements for recognising and measuring fi nancial assets, fi nancial liabilities and some contracts to buy or sell non-
fi nancial items. This standard replaces NZ IAS 39 (Financial Instruments: Recognition and Measurement) (NZ IAS 39).
The Company has applied the transition requirements of NZ IFRS 9. The Company has assessed that the new classifi cation and measurement
requirements will not have a material impact on its balance sheet or equity. Accordingly, the information presented for 2018 has not been
restated.
Use of Estimates and Judgement
The preparation of fi nancial statements in conformity with NZ IFRS requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the fi nancial statements and
the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The principal
areas of judgement in preparing these fi nancial statements are:
Investment impairment (note 15)
The carrying value of investments is assessed at least annually to ensure there is no impairment. Performing these assessments generally
requires management to estimate future cash fl ows to be generated by the investment, which entails making judgements about the
expected future performance and cash fl ows of the investment and the appropriate discount rate to apply when valuing future cash
fl ows. The carrying value of assets acquired are also effected by the estimates and judgements applied to capitalisation of developmental
expenditure and the adopted amortisation policy.
Basis of Consolidation
Subsidiaries
Subsidiaries are entities that are controlled, either directly or indirectly, by the Company. Control exists when the Parent has the power, directly
or indirectly, to govern the fi nancial and operating policies of an entity so as to obtain benefi ts from its activities. In assessing control, potential
voting rights that presently are exercisable or convertible are taken into account. The fi nancial statements of subsidiaries are included in
the consolidated fi nancial statements from the date that control commences until the date that control ceases. ArborGen is a subsidiary of
Rubicon Limited. Following Tenon entering in voluntary liquidation in December 2017, Tenon no longer meets the defi nition of a subsidiary
and consequently it has been deconsolidated. After the sale of Rubicon’s interest in TCLP, in January 2018, it is no longer a subsidiary.
Transactions and balances between subsidiaries or between the Parent and subsidiaries are eliminated on consolidation.
Functional Currency
Foreign operations
Items included in the fi nancial statements of each entity in the Group are measured using the currency that best refl ects the economic
substance of the underlying events and circumstances relevant to that entity (the functional currency). The consolidated fi nancial
statements are presented in US$ (the presentation currency).
The assets and liabilities of all of the Group companies that have a functional currency that differs from the presentation currency,
including goodwill and fair value adjustments arising on consolidation, are translated to the presentation currency at foreign exchange
rates ruling at balance date. All exchange differences arising from the translation of foreign operations are recognised in the foreign
currency translation reserve.

12
RUBICON LIMITED AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the year ended 31 March 2019
4 SIGNIFICANT ACCOUNTING POLICIES continued
Transactions
Transactions in currencies other than the functional currency are translated at the foreign exchange rate ruling at the date of the
transaction. Monetary assets and liabilities denominated in currencies other than the functional currency at balance date are translated
to the functional currency at the foreign exchange rate ruling at that date, with foreign exchange differences arising on translation being
recognised in the income statement. Non-monetary assets and liabilities that are measured in terms of historical cost in a currency other
than the functional currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities that
are stated at fair value in a currency other than the functional currency are translated using the exchange rate ruling at the date the fair
value was determined.
Valuation of Assets
Land, buildings, plant and equipment

Land, buildings, plant and equipment are stated at historical cost less accumulated depreciation and impairment. Land is not depreciated.
Depreciation on other fi xed assets is calculated using the straight-line method. Expected useful lives are:
Buildings 25 years
Plant and equipment 3 to 15 years
Inventory
Trading inventory, raw materials and work in progress are valued at the lower of cost or net realisable value. Cost includes direct costs and
overheads at normal operating levels, and excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course
of business, less applicable variable selling costs.
Biological assets (such as seedlings or treestocks) are measured at the end of each reporting period at their fair value less costs to sell. Fair
value is the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date.
Intellectual property
Intellectual property is amortised over the useful life of the assets. Intellectual property relates primarily to output from ArborGen’s research
and development activities and is reviewed at least annually for impairment, and otherwise is amortised (on average) over 20 years. The
useful life is reviewed each balance date and adjusted if appropriate.
Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method,
less any provision for expected credit losses.
The Company applies the simplifi ed approach to measuring expected credit losses which uses a lifetime expected credit loss allowance
for all trade receivables as they all display the same risk profi le. The measurement of expected credit losses is a function of the
probability of default, loss given default and the exposure at default. The Company considers an event of default as occurring when
information obtained (internally and externally) indicates a debtor is unlikely to pay its creditors including the Company. The assessment
of the probability of default and loss given default is based on historical data adjusted by forward looking information relating to the
debtor and general economic conditions of the debtors. As for the exposure at default, this is represented by the assets’ gross carrying
amount at the reporting date.
Cash and cash equivalents
Cash and cash equivalents comprises cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part
of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash fl ows.

13
RUBICON LIMITED AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the year ended 31 March 2019
4 SIGNIFICANT ACCOUNTING POLICIES continued
Assets held for sale and discontinued operations
Assets held for sale are assets whose carrying value will be recovered principally through sale rather than through continuing use. Assets
held for sale are stated at the lower of their carrying amount and fair value less costs to sell and are not depreciated or amortised while
they are classifi ed as held for sale.
A discontinued operation is a component of the Group’s business that represents a separate major line of business. Classifi cation as a
discontinued operation occurs upon disposal or when the operation meets the criteria to be classifi ed as held for sale, if earlier.
Impairment
The carrying amounts of the Group’s assets are reviewed regularly, including at each reporting date, to determine whether there is any
indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated and whenever the carrying amount of
an asset or its cash-generating unit exceeds its recoverable amount, an impairment loss is recognised. Impairment losses are recognised
in the income statement.
Impairment losses recognised in respect of cash-generating units are allocated fi rst to reduce the carrying amount of any goodwill
allocated to cash-generating units, and then to reduce the carrying amount of other assets in the cash-generating unit on a pro-rata basis.
The recoverable amount of non-fi nancial assets is the greater of their fair value less costs to sell or value in use. In assessing value in
use, the estimated future cash fl ows are discounted to their present value using a post-tax discount rate that refl ects current market
assessments of the time value of money and the risks specifi c to the asset. For an asset that does not generate largely independent cash
fl ows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. With the exception of goodwill, an
impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount.
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have
been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
Valuation of Liabilities
Trade and other payables
Trade and other payables are stated at cost.
Provisions
A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, and
it is probable that an outfl ow of economic benefi ts will be required to settle the obligation. Provisions are measured at the Group’s best
estimate of the expenditure required to settle the present obligation. Provisions are determined by discounting the expected future cash
fl ows at a rate that refl ects current market assessments of the time value of money and, where appropriate, the risks specifi c to the liability.
Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition,
borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the income statement
over the period of the borrowings on an effective interest rate basis.
Deferred income tax
Deferred income tax is provided in full, using the balance sheet method, on temporary differences arising between the tax bases of assets
and liabilities and their carrying amounts in the consolidated fi nancial statements. The deferred income tax is not accounted for if it arises
from initial recognition of an asset or liability in a transaction, other than a business combination, that at the time of the transaction affects

14
RUBICON LIMITED AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the year ended 31 March 2019
4 SIGNIFICANT ACCOUNTING POLICIES continued
neither accounting, nor taxable, profi t or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or
substantively enacted by the balance date and are expected to apply when the related deferred income tax asset is realised or the deferred
income tax liability is settled. The measurement of deferred taxation assets and liabilities refl ects the tax consequences that would follow
from the manner that the Group expects, at balance date, to recover or settle the carrying amount of its assets and liabilities. Deferred
income tax assets are recognised to the extent that it is probable that future taxable profi t will be available against which the temporary
differences can be utilised.
Income Determination
Revenue recognition
Revenue is measured based on consideration specifi ed in a contract with a customer and is recognised when control over a good
or service transfers to a customer. Revenue excludes amounts collected on behalf of third parties and is net of any value added tax,
rebates, returns and discounts, and after eliminating sales within the Group.
The Group’s revenues are earned from the sale of seedlings or treestocks and logistics services to some customers. Seedling or
treestock revenue is recognised, either when the goods are dispatched or when goods have reached their destination, depending on
the terms and agreements with customers and when documentary evidence supports the customer taking ownership and control of
the product. Logistics revenue is recognised over the period the service is provided.
The adoption of NZ IFRS 15 did not have a signifi cant impact on the Group’s revenue recognition.
Goods sold
Revenue from the sale of goods is recognised in the income statement when control over a good or service transfers to a customer.
Products are generally sold with volume discounts and customers have a right to return faulty product. Sales are recorded based on
the price negotiated with the customer, net of estimated volume discounts and returns. Historical experience is used to estimate the
level of returns likely and volume rebates are calculated on a preset formula.
Investment income
Interest income is recognised in the income statement as it accrues, using the effective interest method. Dividend income is recognised
in the income statement on the date the Group’s right to receive payment is established.
Finance expense
Finance expenses comprise interest payable on borrowings calculated using the effective interest rate method.
Leasing commitments
The Group leases certain plant, equipment, land and buildings. Leases in which a signifi cant portion of the risks and rewards of ownership
are retained by the lessor are classifi ed as operating leases. Operating lease payments are charged to the income statement in the periods of
expected benefi t.
Leases in which the Group assumes substantially all the risks and rewards of ownership are classifi ed as fi nance leases. Upon initial recognition
the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments.
Subsequent to initial recognition, the asset, leased under a fi nance lease, is accounted for in accordance with the accounting policy applicable
to that asset.
Research and development costs
All research costs are recognised as an expense when incurred. When a project reaches the stage where it is reasonably certain that further
expenditure can be recovered through the processes or products produced, development expenditure is recognised as a development asset. The
asset is amortised from the commencement of commercial production of the product to which it relates, over the period of expected benefi t.

15
RUBICON LIMITED AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the year ended 31 March 2019
4 SIGNIFICANT ACCOUNTING POLICIES continued
Income tax
Income tax on the profi t or loss for the year comprises current and deferred tax. Income tax is recognised in the income statement except
to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at balance
date, and any adjustment to tax payable in respect of previous years.
Employee Benefi ts
Share-based payments
The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally recognised as an expense,
with a corresponding increase in equity, over the vesting period of the awards.
Segmental Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-makers. The
Group has one reportable segment, being forestry genetics (ArborGen). Previously the Group also had the appearance and wood products
(Tenon Clearwood) segment. The Group’s geographical segments are based on both the location of customers and primary location of
assets (refer to note 24 segmental information summary).
Goods and Services Tax
The income statement and statement of cash fl ow have been prepared exclusive of goods and services taxation.
Comparatives
Changes in prior year disclosure comparatives have been made to align with the current year presentation.
Future NZ IFRS Pronouncements
Standards or interpretations issued but not yet effective and relevant to the Group
The International Accounting Standards Board has issued a number of standards, amendments and interpretations which are not yet
effective and which may have an impact on the Group’s fi nancial statements. None of these have been early adopted: NZ IFRS 16 Leases
is effective for annual periods beginning on or after 1 January 2019. The standard deals with the recognition, measurement, presentation
and disclosure of leases and replaces the current guidance in NZ IAS 17 Leases. The new standard introduces a single model for lessees
which recognises all leases on the balance sheet through an asset representing the rights to use the leased item during the lease term
and a liability for the obligation to make lease payments. This removes the distinction between operating and fi nance leases and aims to
provide users of the fi nancial statements relevant information to assess the effect that leases have on the balance sheet, income statement
and cash fl ows of the reporting entity.
The Group reviewed leases where the Group is the lessee and these leases primarily relate to leases for land, farm equipment and vehicles,
and to use the modifi ed retrospective approach with the right-of-use (ROU) asset being equal to the lease liability as at date of initial
application for all existing leases at 1 April 2019.
The ROU assets are subsequently depreciated using the straight line method over the shorter of the estimated useful lives of the ROU
assets or the remaining estimated lease term. The estimated useful lives of ROU assets are determined on the same basis as similar owned
assets within property, plant and equipment. The lease liabilities are initially measured at the present value of the unpaid lease payments
at date of initial application, discounted using a single discount rate for all leases. The discount rates used are the Group’s incremental
borrowing rates, which is similar to the Group’s term borrowing rate.

16
RUBICON LIMITED AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the year ended 31 March 2019
4 SIGNIFICANT ACCOUNTING POLICIES continued
The estimated impact of adopting NZ IFRS 16 for the period beginning 1 April 2019 with respect to leases previously treated as operating
leases is a ROU assets $3.3 million and a lease obligation of $3.3 million being included on the balance sheet, and in the cash fl ow,
decreased cash used in operating activities of $0.9 million and increased cash used in fi nancing activities by the same amount. The
estimated impact on the income statement is not material.
Further, leases currently treated as fi nance leases (note 13) will be reclassifi ed as ROU assets.
There are other standards, amendments and interpretations which have been approved but are not yet effective. The Group expects to
adopt other standards when they become mandatory. None are expected to materially impact the Group’s fi nancial statements, although
may result in change in disclosure.
5 FINANCIAL RISKS
The Group’s principal asset is its investment in ArborGen.
This note presents information about the Group’s potential exposure to fi nancial risks that the Group has identifi ed; the Group’s objectives,
policies and processes for managing those risks; the estimation of fair values of fi nancial instruments; and the Group’s management of
capital. Quantitative disclosures of some of the key fi nancial risks are made below.
5.1 ArborGen
ArborGen has exposure to fi nancial risks which are actively assessed and managed.
5.1(a) Foreign exchange risk
ArborGen is a US functional currency business, which operates in three geographies – the United States, Brazil and Australasia.
Australasian operations are self-suffi cient from a funding perspective, and generally there are no cash fl ows between Australasia and
the US. Accordingly,the foreign exchange risk in Australasia is limited to the translation effect on its earnings and balance sheet from
movements in the USD against the NZD and AUD. Similarly, the Brazil operations are to a large degree internally self-suffi cient from a
funding perspective, and in addition there has been a link between the Reais and the USD, which has largely limited the effect of relative
currency movements to their translation impacts. There are no transactions in the US operations in a currency other than the USD.
5.1(b) Credit risk
ArborGen is at risk of customer default on payment for treestocks at the conclusion of a growing season. ArborGen mitigates this risk by
dealing with a wide-range of customers in multiple markets and by securing up-front deposits from selected customers for the treestocks
it grows each year. The nature of ArborGen’s activity is that its customers tend to require yearly repeat business, and historically customer
payment defaults have not been material to ArborGen’s business. However, in the US market (ArborGen’s largest market), as treestock
orders are not considered to be unconditional until late in the season each year, there remains the risk that orders cancelled prior to
collection may not be able to be sold to other customers during the remaining season.
5.1(c) Liquidity risk
ArborGen has banking facilities (in total $28 million (2018: $27 million)) with two banks in the United States. One of these facilities, an $11
million reducing loan, matures in May 2036 and the other, a $17 million revolver, expires in August 2020. These facilities are used to fund
ArborGen’s working capital and capital expenditure needs in its US activities. In December 2018 ArborGen NZ renewed a NZ$1.5 million line of
credit facility, which is subject to renewal on an annual basis, which is used to fund its Australasian operations. If any of these facilities were not
to be renewed then ArborGen would need to obtain similar facilities from other banks, or an equivalent amount of funding would need to be
supplied by Rubicon, or through an ArborGen capital raising event. None of these ArborGen bank facilities have recourse to Rubicon Limited.

17
RUBICON LIMITED AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the year ended 31 March 2019
5.1(d) Interest rate risk
ArborGen’s $11 million facility is at a fi xed interest rate. Its US revolver facility is LIBOR + a margin, and is currently fully fl oating. The
mix of fi xed and fl oating in these two facilities balances ArborGen’s relative US interest rate risk. This position is regularly reassessed
based on underlying macro-economic conditions and ArborGen’s cash fl ow projections.
5.2 Rubicon Limited
Rubicon’s capital includes share capital, reserves and retained earnings, and Rubicon manages capital in such a manner as to maintain
stakeholder confi dence and safeguard Rubicon’s ability to continue as a going concern, whilst also maximising the return for shareholders
and sustaining resources for the future development of the business. In order to maintain or adjust the capital structure Rubicon may, pay
dividends or return capital, or issue new shares or sell assets.
Liquidity risk management requires the maintenance of available cash combined with the availability of funding to meet the Company’s
needs as they develop. Rubicon prepares forecasts of its cash requirements and ensures it has fi nancial resources in place to meet its day-
to-day operating and investment needs.
In addition to the fi nancial risks applicable to ArborGen, Rubicon is exposed to fi nancial risk with respect to its cash and short-term
deposits. At balance date Rubicon Limited had no borrowings and $1.7 million in cash (2018: cash $14.0 million). Its cash is held in its
functional currency, i.e. US dollars. It believes these resources will be suffi cient to meet its funding needs through to 31 March 2020.
6 REPORTING CURRENCY
Rubicon reports in United States dollars (US$), consequently all fi nancial numbers are in US$ unless otherwise stated.
7 OPERATING EXPENSES INCLUDE
RUBICON GROUP
Notes
Year ended
March 2019
US$m
6 months
March 2018
US$m
Depreciation and amortisations included in:
Cost of sales expense (1.7) (1.0)
Administration expense: intellectual property 14(5.8)(2.6)
Other(1.2) (0.7)
Total depreciation and amortisations (8.7) (4.3)
Cost of inventory expensed in cost of sales (32.0) (20.4)
Employee related expenses (excluding restructuring and transaction-related expenses)(18.7) (11.6)
Transactional costs incurred by ArborGen in relation to Rubicon acquisition 23(1.0)(0.6)
Restructuring expense
(1)
18, 19, 23 & 25 (3.1)–
Restructuring and transaction-related expenses(4.1)(0.6)
Impairment relating to the rationalisation of ArborGen’s New Zealand varietal programme–(0.8)
(1) Restructuring expense includes severance payments made, and yet to be made, to former ArborGen and Rubicon employees ($1.8
million), plus the costs relating to settlement reached with the former CEO and CFO ($1.3 million; allotting 9 million new shares plus
cash payments).

18
RUBICON LIMITED AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the year ended 31 March 2019
Expenses incurred also includes payments made and accrued for:
- Directors fees for non-executive Directors of Rubicon for the current period of $250,000 (paid in NZ$367,250) (2018 for six months:
$163,000 (paid in NZ$207,636)). In addition non-executive Directors participate in a Directors share plan, $148,344 was accrued in
relation to this share plan (NZ$218,156) (2018: nil) (refer to notes 18, 19 and 25).
- The statutory audit of the annual fi nancial statements in the current period; for Rubicon $61,000 (Deloitte) (2018: $72,000 KPMG) and
ArborGen $150,000 (Deloitte) (2018: $150,000 KPMG).
- Other services provided by the auditors for Rubicon in the current period were less than $27,000 (Deloitte) (2018: $27,000 KPMG), which
include attendance at the annual meetings and agreed upon procedures relating to fi nancial reporting and employment matters.
- Refer to Reporting and Disclosure and Auditors in the Corporate Governance section of the Annual Report for commentary on the Audit
Committee process in managing the relationship with the Auditor and confi rming their independence.
- In August 2018, following a competitive tender the Board appointed Deloitte to provide Audit services, prior to this KPMG were the
Group Auditors.
8 INCOME TAX EXPENSE
RUBICON GROUP
Year ended
March 2019
US$m
6 months
March 2018
US$m
Earnings (loss) before taxation (4.7)(0.4)
Taxation at 28% 1.3 0.1
Adjusted for:
Change in deferred tax liability 0.6 2.6
Net taxation losses not recognised (1.4) (0.1)
Taxation (expense) / benefi t0.52.6
9 CASH AND LIQUID DEPOSITS
At 31 March the Group held total cash, liquid deposits and restricted cash of $7.2 million (2018: $29.0 million) comprising cash held
by: Rubicon $1.7 million (2018 $14.0 million), restricted cash of $4.0 million on deposit with Synovus to secure the ArborGen debt
facility (2018: $6.0 million) (refer to note 17) and ArborGen $1.5 million (2018: $9.0 million).
10 TRADE AND OTHER RECEIVABLES
RUBICON GROUP
March 2019
US$m
March 2018
US$m
Trade debtors 7.7 6.3
Prepayments 1.2 1.0
Other receivables
(1)
0.2 2.7
Trade and other receivables9.110.0
(1) The March 2018 balance included the estimated realisable value of Rubicon’s net investment in Tenon Limited (in liquidation) of $2.6
million as a receivable, $2.4 million was received in July 2018 and unrealised Tenon liquidation proceeds written down to $0.1 million
at year end (refer to notes 20 and 26).

19
RUBICON LIMITED AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the year ended 31 March 2019
11 INVENTORY
RUBICON GROUP
March 2019
US$m
March 2018
US$m
Finished goods - seedlings 1.0 0.7
Work in progress - seedlings
(1) (4)
7.37.2
Finished goods - seed13.411.7
Work in progress - seed
(2)
6.24.5
Fair value adjustment on biological assets
(3) (4)
1.50.7
Inventory29.424.8
(1) Work in progress - seedlings, is principally growing seedling crop.
(2) Work in progress - seed, is principally harvesting seed to be sown as a future crop.
(3) Fair value adjustment on biological assets refl ects the change in fair value less costs to sell of biological assets (seedlings) as at balance date.
(4) Seedlings in progress are treated as biological assets for fi nancial reporting purposes and are recognised at fair value less costs to sell, $8.8
million (2018: $7.9 million). Biological assets will be transferred to fi nished goods seedlings at lifting, for dispatch to customers and sale.
RUBICON GROUP
Fair value adjustment on biological asset
March 2019
US$m
March 2018
US$m
Opening balance 0.7 4.1
Change in fair value of biological assets recognised in income statement
Fair value change for crop to be lifted in the coming period1.50.7
Reversal of prior period fair value change(0.7)(4.1)
Change in fair value of biological assets recognised in income statement0.8(3.4)
Closing fair value uplift biological asset1.50.7
The change in balance date from September 2017 to March 2018 affected the fair value adjustment because of where (which geography)
the crops were established and were fair valued as a consequence. At 30 September 2017 only the US crop (which was lifted prior to
31 March 2018) was established and fair valued, this fair value was reversed in March 2018. At both 31 March 2018 and 31 March
2019, only the Australasian crops were established and fair valued. The Australasian crops are primarily lifted from late May through until
September each year.

20
RUBICON LIMITED AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For year ended 31 March 2019
12 TAXATION
Deferred taxation asset
RUBICON GROUP
Notes
March 2019
US$m
March 2018
US$m
Opening provision for deferred taxation(3.4)(6.0)
Change in liability due to change in United States tax rate
(1)
– 2.6
Current taxation (expense) / benefi t in the income statement 80.5–
Deferred taxation (liability) (2.9) (3.4)
(1) In January 2018 the Tax Cuts and Jobs Act was enacted in the US. One of the effects of this Act was to reduce the Federal corporate
tax rate down from 35% to 21%. This resulted in a reduction in the deferred tax liability balance in relation to ArborGen’s US activities
(deferred taxation relates to timing differences on intellectual property and product development).
NZ IFRS only allows the recognition of taxation assets when utilisation is considered probable, which is subject to the future earnings
of the Group and on meeting shareholder continuity and loss carry forward expiry dates. The Group had taxation losses (gross after
valuation adjustments) at 31 March 2019 of $86.2 million, predominately in the United States (2018: $85.3 million). Following the
Rubicon acquisition of ArborGen Inc, tax loss utilisation in ArborGen, of it’s unrecognised losses of $29.5 million, is limited to $1.4
million per annum (gross) on pre-acquisition losses of $26.9 million. Rubicon has unrecognised tax losses in New Zealand of $33.4
million (2018: $33.3 million) and in the US of $23.3 million (2018: $23.3 million). Future utilisation of Rubicon’s US losses is less certain
than those of ArborGen Inc. Rubicon also has imputation credits available to Rubicon shareholders of $3 million (2018: $3 million).

21
RUBICON LIMITED AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the year ended 31 March 2019
13 FIXED ASSETS
RUBICON GROUP
March 2019
US$m
March 2018
US$m
Cost
Land 15.3 15.7
Buildings11.1 10.8
Building - fi nance lease 13.4 13.0
Plant and equipment7.05.7
Total cost46.8 45.2
Accumulated depreciation
Buildings (1.2) (0.6)
Building - fi nance lease (1.9)(0.8)
Plant and equipment(1.0) (0.5)
Total accumulated depreciation (4.1) (1.9)
Net book value
Land15.3 15.7
Buildings9.9 10.2
Building - fi nance lease11.5 12.2
Plant and equipment6.05.2
Fixed assets net book value42.743.3
Domicile of fi xed assets
Australasia9.7 9.6
United States33.0 33.7
Fixed assets net book value42.743.3

22
RUBICON LIMITED AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the year ended 31 March 2019
13 FIXED ASSETS continued
RUBICON GROUP
Fixed assets net book value
Land
US$m
Buildings
US$m
Building -
fi nance lease
US$m
Plant and
equipment
US$m
Total
US$m
30 March 2018
Opening net book value 19.7 14.6 12.714.7 61.7
Additions– 0.3 – – 0.3
Disposition of TCLP operations(4.0)(4.3)–(9.2)(17.5)
Depreciation charge– (0.4)(0.5)(0.3) (1.2)
Fixed assets net book value as at 31 March 2018 15.7 10.2 12.2 5.2 43.3
31 March 2019
Opening net book value 15.7 10.2 12.25.2 43.3
Exchange differences(0.2)(0.2)–(0.2)(0.6)
Additions–0.70.42.03.1
Dispositions(0.2)–– – (0.2)
Depreciation charge–(0.8)(1.1)(1.0)(2.9)
Fixed assets net book value as at 31 March 2019 15.3 9.9 11.5 6.042.7
14 INTELLECTUAL PROPERTY
RUBICON GROUP
Notes

March 2019
US$m
March 2018
US$m
Opening Balance 106.7 106.6
Capitalisation during period4.7 2.7
Amortisation during period 7 (5.8) (2.6)
Intellectual property 105.6 106.7

23
RUBICON LIMITED AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the year ended 31 March 2019
15 ARBORGEN INVESTMENT AND IMPAIRMENT
In June 2017 Rubicon acquired the 66.66% of the ArborGen shares held by its two co-partners International Paper (IP) and WestRock
(WR), and increased its ownership to 100% of ArborGen’s issued share capital. There are warrants outstanding equal to 5% of the
issued ArborGen share capital, which reduces Rubicon’s effective economic exposure to ArborGen to 95%. These warrants arose out of
ArborGen’s purchase of Cellfor in 2012, and represent part-consideration for that acquisition. The warrants are automatically exercised,
for no payment, upon an IPO of ArborGen, or alternatively at any time if 66.67% of the warrant holders so elect. The warrants can also
be exercised by ArborGen, upon either a sale of substantially all of the ArborGen business or of a sale of 50.01% or more of ArborGen’s
share capital. In addition, the ArborGen senior management team hold options in respect of 4.5% (2018: 5.3% prior to restructuring)
of ArborGen’s issued share capital. These options are fully vested and can be exercised (subject to service conditions) by the holders,
at $423 per share (5,640 options on issue), upon an IPO of ArborGen, a sale of substantially all of the assets of ArborGen, or upon a
sale or restructuring event (including the issuance of new share capital to a third party) where following such event Rubicon holds less
than a 50.01% ownership position.
We regularly review the carrying value of the ArborGen cash generating unit to determine whether there has been a subsequent
change in circumstances or conditions that requires an impairment to be taken through earnings. Our impairment review is undertaken
on a ‘Value-in-use’ (VIU) basis, which is the estimated value to be derived from our continued ownership and operation of the
ArborGen business. Following Rubicon’s acquisition of 100% of ArborGen, the Rubicon Board adopted a budget for the fi scal year
ending 31 March 2019 and a 10-year Plan prepared by ArborGen and adopted by the Board in the 31 March 2018 fi scal year (i.e. the
2018 Plan) for ArborGen’s business. The 2018 Plan served as inputs to the 31 March 2018 impairment review which utilised a DCF
approach. The key sensitivity to test impairment last year was to apply a discount rate that is considerably higher than the discount
rate we believe is applicable to ArborGen, to derive a low case value that equated to our carrying value of $132 million (i.e. a nominal
pre-tax discount rate of 26%).
Consistent with the approach taken in the prior year, our impairment analysis utilises a 10-year plus terminal DCF valuation model. We
use a 10-year period rather than a shorter time period because ArborGen’s advanced genetic products, in the US market (ArborGen’s
largest and most material market) are in the early stages of adoption, and hence this period of time is deemed appropriate to
adequately capture the scale-up of advanced genetics supply and adoption in the US. The same holds true for ArborGen’s Brazil
position; where projected growth in advanced genetics sales, market share expansion and continued recovery in the forestry sector
from its current depressed state, necessitate the use of a 10-year model. We use a DCF methodology because ArborGen’s advanced
product adoption profi le does not lend itself to the application of short-term market multiple metrics to determine valuation, given the
relatively early-stage of ArborGen’s revenue, earnings and cash profi le. With time these metrics will become directly applicable, but for
now the Board believes a 10-year DCF approach is the most appropriate to use to assess impairment.
Our DCF impairment model values only the projected cash fl ows from ArborGen’s existing core markets (i.e. Australia, New Zealand,
United States and Brazil), with growth market opportunities outside of the core excluded from the analysis. Separate demand projections
are determined for each geography and end-use market. ArborGen’s total addressable seedling market for each geography is then
estimated, as is seedling type, production technology employed, production cost and sales price.

24
RUBICON LIMITED AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the year ended 31 March 2019
15 ARBORGEN INVESTMENT AND IMPAIRMENT continued
Last year we ran sensitivities against the key fi nancial drivers of a base case DCF model to ensure that there was no impairment of our
carrying value. This year, our approach has instead been to utilise a set of cash fl ow assumptions that have already been sensitised for
more conservative outcomes, particularly in the largest and most material market for ArborGen – the US (i.e. a Conservative Case is
adopted for impairment testing, which implicitly takes into account the potential downsides). To highlight the assumptions that have
been utilised to derive the Conservative Case, the model assumes -
- Limited organic growth in ArborGen’s US loblolly market share outside of recent acquisitive growth – i.e. the growth that is assumed
is derived primarily from recent acquisition activity already undertaken and in place – i.e. the Jasper nursery in Texas, and the Taylor
nursery in Edgefi eld, South Carolina;
- A more modest recovery in the overall US loblolly market, with no assumed growth from the replanting of extensive timberland
estates in the US South damaged by recent Hurricanes;
- No ‘real’ price increases in ArborGen US products despite the projected recovery in US saw timber prices supported by continued
growth in US South sawmill capacity and saw timber demand, the introduction of higher value premium genetic products over the
next 10 years, and continued US R&D investment of $4 million per annum rising to over $5 million per annum;
- That in the terminal year ArborGen’s total advanced genetics seedlings sales in the US represent only 55% (primarily mass control
pollinated (MCP) adoption) of its total US loblolly sales. This adoption rate is signifi cantly lower than ArborGen’s projected US MCP
seed supply as younger seed orchards mature and near-term supply constraints are overcome, and compares with a NZ adoption rate
of over 80% of sales in recent years;
- Limited recovery in the overall Brazilian eucalyptus forestry markets from current recessionary levels (i.e. the Conservative Case
assumes total addressable eucalyptus market size that is only 55.5% of the 2018 Plan market size assumption by terminal year); and
- ArborGen’s advanced genetics sales as a percentage of its total eucalyptus in Brazil dropping from the current 80+% to 77% in the
terminal year.
These cash fl ows are then discounted at a cost of capital that refl ects the underlying risk inherent in the cash fl ow assumptions.
Specifi cally, the discount rate applied to the DCF analysis was calculated using a derived weighted average cost of capital (WACC),
with the cost of equity calculated using the Capital Asset Price Model and the cost of debt based on the risk-free rate plus the option
adjusted spread for BBB rated bonds. Specifi cally, we applied a derived nominal post-tax nominal WACC of 11.4% (i.e. pre-tax WACC
of 13.5%).
The table below shows the Conservative Case assumptions and sensitivities for the critical US loblolly market compared with those
used in last year’s assessment. As an added sensitivity to test impairment, a change in discount rate is the simplest sensitivity to apply
particularly given the Conservative Case DCF model assumes inputs at the conservative end of the spectrum of outcomes. In this
instance, the post-tax WACC applied to the Conservative Case DCF model would need to increase to 15.4% (or pre-tax WACC of
18.0%) before an impairment would arise, which we do not believe is within a reasonable range given the sector ArborGen operates
in, and the conservative nature of the inputs that underlie the Conservative Case.

25
RUBICON LIMITED AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the year ended 31 March 2019
15 ARBORGEN INVESTMENT AND IMPAIRMENT continued
US$millions2019
Conservative
Case
2018
Plan
US Loblolly Market - terminal year assumptions
Loblolly market size - millions 905 1,032
ArborGen market share %40.7% 39.8%
ArborGen unit sales - millions 368 411
% advanced genetics MCP53%55%
% advanced genetics Varietal2%10%
% traditional genetics45%35%
Change in MCP ASP
(1)
-31%
Total ArborGen valuation
Terminal Growth Rate (TGR)
(2)
3.0%3.8%
Nominal post-tax discount rate 11.4% 15.3%
Nominal pre-tax discount rate 13.5%17.8%
ArborGen implied enterprise valuation
(3)
$258.7$382.0
less net debt$23.5 $37.0
ArborGen equity valuation $235.2 $345.0
Discount Rate Sensitivity
Nominal post-tax discount rate15.4% 22.0%
Nominal pre-tax discount rate18.0%26.0%
ArborGen equity valuation$131.2$131.8
Rubicon’s carrying value of ArborGen$131.2
Terminal year sensitivities equity value impact Equity value increased by
Increase total market size - 25 million$5.4
Improvement market share by 1%$4.8
Increase advanced genetics adoption by 1%$2.3
Increase real MCP price by 5%$10.0
(1) The weighted average sale price (ASP) refl ects the underlying MCP sales mix, assuming varying degrees of genetic gains (e.g. select,
advanced, elite).
(2) A TGR of 3% in a 3% infl ation environment equates to a 0% real TGR assumption.
(3) This represents the total ArborGen valuation and not just the US market.

26
RUBICON LIMITED AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the year ended 31 March 2019
16 TRADE, OTHER PAYABLES AND PROVISIONS
RUBICON GROUP
March 2019
US$m
March 2018
US$m
Trade creditors (6.6) (4.2)
Accrued employee benefi ts
(1)
(3.8) (3.9)
Other payables (0.5) (0.3)
Seedling deposits from customers
(2)
(3.6) (2.0)
Trade, other payables and provisions(14.5) (10.4)
(1) Includes accrued expense relating to options issued to ArborGen Senior management in respect of 4.5% of ArborGen’s issued share
capital (refer notes 15 and 25).
(2) The deposits from customers will be recognised as revenue within 12 months as the seedlings are transferred to the customer.
17 TERM AND CURRENT DEBT
RUBICON GROUP
Summary of repayment terms
March 2019
US$m
March 2018
US$m
Due for repayment:
Less than one year (0.5) (15.1)
between one and two years(6.6) (0.6)
between two and three years(0.6)(0.6)
between three and four years(0.6)(0.6)
between four and fi ve years(0.6)(0.6)
after fi ve years(8.1)(8.7)
Total term and current debt (17.0) (26.2)
Summary of interest rates by repayment period
March 2019March 2018
%%
Due for repayment:
Less than one year 5.05% 4.74%
between one and two years5.06%4.95%
between two and three years4.95%4.95%
between three and four years4.95%4.95%
between four and fi ve years4.95%4.95%
after fi ve years4.95%4.95%
Current debt - weighted average interest rate5.05% 4.74%
Term debt - weighted average interest rate4.95% 4.95%
The weighted average interest rates refl ect the effective interest rate, inclusive of fee amortisations.

27
RUBICON LIMITED AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the year ended 31 March 2019
17 TERM AND CURRENT DEBT continued
Total debt facilities available
US$m
March 201929.0
March 202027.5
March 20219.9
March 20229.3
March 20238.7
ArborGen has three debt facilities with the following banks: Synovus Financial Corporation (Synovus) and AgSouth Farm Credit (AgSouth)
in the United States, and Westpac New Zealand Limited (Westpac) in New Zealand. ArborGen has a non-revolving promissory note issued to
AgSouth originally for $12.6 million (current available $11.0 million) bearing interest at 4.95%, with a maturity date of 1 May 2036, which is
secured against ArborGen’s US real estate properties. Annual principal repayments of $0.6 million are due 1 May each year.
ArborGen’s revolving facility agreement with Synovus, was favourably amended in September 2018, increasing the letter of credit (LOC)
facility from $15 million to $17 million, and the term to 31 August 2020. In addition, Synovus requires that ArborGen maintain a certifi cate
of deposit (restricted cash) of $4 million (2018; $6 million), with a further reduction down to $2 million, to occur in August 2019, provided
ArborGen achieves $5 million of EBITDA (as defi ned in the debt agreement) for the fi scal year to 31 March 2019. The LOC bears interest
at the 30 day LIBOR base rate plus 2.75%, subject to a minimum annual rate of 4.75%, and is collateralised by all the United States assets
not otherwise pledged under the AgSouth agreement. The terms of the LOC limit borrowings to $6 million for a continuous 60 day period
between 1 March and 31 August of each year. The credit agreements with both Synovus and AgSouth include a covenant, which requires
ArborGen to maintain a minimum net worth of $24 million, which was met at 31 March 2019.
ArborGen New Zealand Unlimited (ArborGen NZ) had an agreement with Westpac for a multi option credit facility for an amount up to
NZ$3.75 million, which was repaid in full on 1 November 2018, through the utilisation of Rubicon Limited’s surplus cash funds, under the
Group’s One-Company cash optimisation programme. In December 2018 ArborGen NZ renewed a NZ$1.5 million line of credit facility, which
is subject to renewal on an annual basis. ArborGen had bank debt of $17.0 million (2018: $26.2 million) and lease liability of $12.0 million
(2018: $12.4 million).
18 CAPITAL
RUBICON GROUP
Share capital
March 2019
US$m
March 2018
US$m
Share capital at the beginning of the period201 201
Issue of shares
(1) (3)
– –
Share capital 201201
Number of shares
March 2019March 2018
Opening shares on issue487,908,343487,908,343
Issue of shares
Director share plan
(1) (2)
1,666,050–
NNumber of shares on issue489,574,393487,908,343
Unissued shares
(3)
9,000,000
498,574,393
487,908,343

28
RUBICON LIMITED AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the year ended 31 March 2019
18 CAPITAL continued
RUBICON GROUP
Treasury stock
March 2019
US$m
March 2018
US$m
Opening shares on issue– –
Issue of shares
(1) (2)
1,666,050 –
Number of shares on issue 1,666,050–
(1) In accordance with the shareholders resolution passed at Rubicon’s Annual Shareholders’ meeting held on 17 September 2018, on
18 September 2018 Rubicon issued 1,666,050 new shares to the Rubicon Non-Executive Directors Share Plan (the Trust). The Trust will
hold the shares on behalf of the three newly appointed Directors (Tom Avery, Ozey Horton, and Paul Smart, equally) until the vesting terms
are met. The shares will vest, to each Director, in three equal tranches on the fi rst, second and third anniversaries following the date of
issue (18 September 2018), provided that the Director remains a Director of the Company on the relevant anniversary date. For the period
ended 31 March 2019 the value of the share based payment is recorded in the share based payment reserve (refer to notes 19 and 23 for
share based payment information).
(2) The new shares were issued at the NZX 20-day market VWAP for Rubicon shares of NZ27.01 cents per share, for a total value of
NZ$450,000. These shares are accounted for as treasury stock until vesting.
(3) On 29 March 2019 Rubicon, Luke Moriarty and Mark Taylor amicably agreed a settlement in relation to the fi nalisation of their roles.
Rubicon agreed to make to Messrs Moriarty and Taylor (in the aggregate) a net cash payment of NZ$100,000 and an allotment of nine
million Rubicon ordinary shares. Four million of these new shares were issued on 1 April 2019, with the balance (fi ve million) of the
issuance and allotment to be completed by 1 April 2022 (refer to notes 19 and 23 for share based payment information).
19 RESERVES
RUBICON GROUP
Retained earnings
March 2019
US$m
March 2018
US$m
Opening balance (49.5) (51.3)
Net earnings(4.3) 1.8
Closing balance(53.8) (49.5)
Share based payments reserve
Opening balance– –
Non-executive Directors share plan
(1)
0.1–
Executive settlement share plan
(2)
1.2–
Closing balance 1.3 –
Currency translation reserve
Opening balance(0.1) –
Translation of independent foreign operations(0.8)(0.1)
Closing balance (0.9) (0.1)
Total reserves (53.4) (49.6)

29
RUBICON LIMITED AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the year ended 31 March 2019
19 RESERVES continued
(1) Under the Rubicon Non-Executive Directors Share Plan in the current period $148,344 was accrued in relation to the cost of the share plan
(NZ$218,156) (2018: nil), which is recorded in the share based payment reserve.
(2) On 29 March 2019 Luke Moriarty and Mark Taylor amicably agreed a settlement in relation to the fi nalisation of their roles. Rubicon agreed
to an allotment of nine million Rubicon ordinary shares to Messrs Moriarty and Taylor (in the aggregate). Four million of these new shares
were issued on 1 April 2019, with the balance (fi ve million) of the issuance and allotment to be completed by 1 April 2022. The fair value
of these shares was recorded at settlement, on 29 March 2019 at the then share price of NZ$0.193 per share. The cost of this aspect of
the settlement $1,179,000 (NZ$1,737,000) is recorded in the share-based payment reserve.
20 EQUITY ATTRIBUTABLE TO MINORITY SHAREHOLDERS
RUBICON GROUP
March 2019
US$m
March 2018
US$m
Opening balance– 10.4
Disposal of TCLP minority
(1)
–(7.5)
Deconsolidation of Tenon minority
(2)
– (2.0)
TCLP distribution – (0.9)
Equity attributable to minority shareholders – –
(1) In December 2017 Rubicon entered an agreement to sell its interest in TCLP to entities related to Rubicon's two largest shareholders
and Directors (David Knott and Ranjan Tandon) together with existing TCLP investors. This transaction was approved by shareholders
at a special shareholders meeting on 12 January 2018, and the transaction was completed on 31 January 2018.
(2) In December 2017 Tenon Limited (in which Rubicon is a 59.78% shareholder) entered into voluntary liquidation. The loss of control of
Tenon meant that it no longer meets the defi nition of a subsidiary and it has therefore been deconsolidated. Rubicon's net investment
in Tenon is recorded at estimated realisable value in trade and other receivables (refer to note 10).
21 CAPITAL EXPENDITURE COMMITMENTS
In November 2018 ArborGen entered into agreements with TexMark Timber Treasury, L.P. (TTT) to manage TTT's nursery and seed orchard
facility located in Texas, up until 31 March 2019. Post that (i.e. from 1 April 2019) the agreement converts to a lease of the TTT facility,
which allows ArborGen the right to acquire the leased properties for $2.5 million payable upon the expiration of the fi ve-year lease
period. ArborGen’s current intention is to exercise the call option at the end of the lease period. This will allow ArborGen to increase its
annual nursery production capacity and sales by approximately 30 million seedlings per annum (effective from the next production season
beginning 1 April 2019 when the lease agreement takes effect), and also expand its productive seed-orchard capacity (including advanced
genetics seed) in the Texas region. ArborGen has also entered into an exclusive multi-year agreement to supply TTT all of its Texas seedling
requirements for an initial term of fi ve years, with term-renewal periods thereafter.
As a consequence of the TTT lease agreement and ArborGen's intention to exercise the call option, ArborGen has a $2.5 million capital
expenditure commitments as at 31 March 2019.
At 31 March 2018 Rubicon had an outstanding deferred settlement payments of $10 million in relation to the ArborGen acquisition,
which was settled on 30 June 2018.

30
RUBICON LIMITED AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the year ended 31 March 2019
22 GROUP LEASE COMMITMENTS
The expected future minimum rental payments required under leases (including capitalised fi nance leases) that have initial or remaining
non-cancellable lease terms in excess of one year at 31 March 2019 are as follows:
RUBICON GROUP
 
Notes
March 2019
US$m
March 2018
US$m
Operating lease commitments are as follows:
Within one year (1.1) (0.6)
Between one and fi ve years (2.2) (1.6)
After fi ve years (1.2) (1.3)
Total operating lease commitments (4.5)(3.5)
Finance lease commitments are as follows:
Within one year(1.7)(1.7)
Between one and fi ve years(6.0)(6.0)
After fi ve years(11.0)(12.5)
Total fi nance lease commitments(18.7)(20.2)
Finance lease commitments are reconciled as follows:
Current fi nance lease obligations 27(0.8)(0.7)
Term fi nance lease obligations 27(11.2)(11.7)
Future interest payments(6.7)(7.8)
Total fi nance lease commitments(18.7)(20.2)
ArborGen has a 20-year lease agreement over its research, development and headquarters facility at its head offi ce complex in
Ridgeville South Carolina, which commenced in February 2012. Under the terms of the lease ArborGen is obligated to pay annual rent
of $1.4 million, and has an option to purchase the facility at the higher of market value or the landlord's investment plus 5%. This
lease is treated as a fi nance lease under NZ IFRS, which means that both the lease asset and liability are capitalised on the balance
sheet. Over the term of the lease the asset is depreciated and the lease liability is amortised. In order to provide the necessary level
of support required to have the facility developed, in 2012 each of the ArborGen partners agreed to guarantee $2 million (each) of
ArborGen's future lease payments. Under the ArborGen sale and purchase agreement, Rubicon assumed the guarantees of both
International Paper and WestRock (given it would be the 100% owner of ArborGen, and in effect, economically exposed to the full
lease commitment in any case). WestRock and International Paper each have the right to call for a $0.5 million payment from Rubicon
on 30 June 2019, which if called would eliminate Rubicon's assumed partner guarantee.
In November 2018 ArborGen entered into agreements with TTT. Up until 31 March 2019 the agreement was a management contract
of the TTT facility, post that from 1 April 2019, the agreement converted to a lease of the TTT nursery and seed orchard properties
located in Texas (refer to note 21).

31
RUBICON LIMITED AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the year ended 31 March 2019
23 REMUNERATION
RUBICON GROUP
Key management compensation
Notes
Year ended
March 2019
US$m
6 Months
March 2018
US$m
Salaries and other short-term employee benefi ts 2.8 1.7
Termination benefi ts 71.8 –
Share based payments (executive settlement share plan)
(1)
7, 18, 19 & 25 1.2 –
Other payments
(2)
71.0 0.6
6.82.3
Key management compensation excludes Directors. Directors remuneration is disclosed in notes 7 and 25.
(1) On 29 March 2019 Rubicon, Luke Moriarty and Mark Taylor amicably agreed a settlement in relation to the fi nalisation of their roles.
Rubicon agreed to make to Messrs Moriarty and Taylor (in the aggregate) a net cash payment of NZ$100,000 and an allotment of
nine million Rubicon ordinary shares. Four million of these new shares were issued on 1 April 2019, with the balance (fi ve million)
of the issuance and allotment to be completed by 1 April 2022. The fair value of these shares was recorded at settlement, on 29
March 2019 at the then share price of NZ$0.193 per share. The fair value of $1,179,000 (NZ$1,737,000) is recorded in the share
based payment reserve (refer note 19 above).
(2) Upon the 100% acquisition of ArborGen by Rubicon, a plan was put in place to retain ArborGen senior management. The benefi t
under this plan totals $2.0 million, and provides for the payment by ArborGen of up to $1.0 million on 1 July 2018 and another
$1.0 million on 1 July 2019 to senior executives. The package is split across ten individuals, with the requirement being that an
individual must still be employed by ArborGen on those respective dates in order for them to receive a payment on those dates. On
1 July 2018 $1.0 million was paid to the senior executives under the plan, with the fi nal payment ($1.0 million) to be made in June
2019. If an individual is made redundant by ArborGen, then they will still receive the benefi t of the plan.

32
RUBICON LIMITED AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the year ended 31 March 2019
24 SEGMENTAL INFORMATION SUMMARY
The Group has one reportable segments and the analysis is as follows:
RUBICON GROUP
Forestry genetics
Year ended
March 2019
US$m
6 Months
March 2018
US$m
Operating revenue 49.1 35.4
Financing expense (2.2) (1.1)
Tax (expense) / benefi t0.52.6
Net earnings (loss) after taxation from continuing operations(0.2)4.0
Total assets192.1197.1
Liabilities(45.9)(51.8)
Capital expenditure (7.4) (3.0)
Depreciation and amortisation of intellectual property

(8.7) (4.3)
Reconciliation
Appearance and wood products
Operating revenue - discontinued– 19.3
Net earnings after taxation from discontinued operations(0.1) (0.4)
Total assets - discontinued0.1 2.6
Corporate
Financing expense– (0.2)
Net earnings (loss) after taxation from continuing operations (4.0) (1.8)
Total assets1.8 14.1
Liabilities(0.5) (10.6)
Total Group
Total revenue 49.1 54.7
Operating revenue - discontinued–19.3
Operating revenue - continuing - per income statement
(1)
49.135.4
Financing expense(2.2) (1.3)
Tax (expense) / benefi t0.52.6
Net earnings (loss) after taxation from continuing operations(4.2)2.2
Net earnings after taxation from discontinued operations(0.1) (0.4)
Total assets - per balance sheet 194.0 213.8
Total assets - discontinued0.12.6
Total assets - continuing193.9211.2
Total liabilities(46.4)(62.4)
Capital expenditure(7.4)(3.0)
Depreciation and amortisation of intellectual property (8.7) (4.3)

33
RUBICON LIMITED AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the year ended 31 March 2019
24 SEGMENTAL INFORMATION SUMMARY continued
The Group’s geographical analysis is as follows:
RUBICON GROUP
Australasia
Year ended
March 2019
US$m
6 Months
March 2018
US$m
Operating revenue 7.0 0.5
Non current assets9.7 9.7
South America
Operating revenue6.13.6
Non current assets0.40.4
North America
Operating revenue36.0 31.3
Non current assets 142.2 145.9
Total Group
Operating revenue
(1)
49.1 35.4
Non current assets152.3 156.0
(1) The Group's revenue represents sales of seedlings and treestock of $47.9 million (2018: $34.3 million) and the provision of logistic
services $1.2 million (2018: $1.1million).
25 RELATED PARTY TRANSACTIONS AND BALANCES
RUBICON GROUP
Notes
Year ended
March 2019
US$m
6 Months
March 2018
US$m
Non-executive Directors share plan
(1)
18 &19 (0.1) –
Directors remuneration (excluding Non-executive Directors share plan) 7(0.3) (0.2)
Executive settlement share plan

7, 18, 19 & 23 (1.2) –
Management fees from Tenon Clearwood Limited Partnership (TCLP)
(2)
0.30.1
ArborGen senior management share option scheme
(3)


15(0.3) (0.3)
(1) On 17 September 2018 (at Rubicon’s Annual Shareholders’ meeting) shareholders passed a resolution approving the Rubicon Non-
Executive Directors Share Plan. Under the share plan, 1,666,050 new shares were issued to the Trust on 18 September 2018. The Trust
will hold the shares on behalf of the three Directors (Tom Avery, Ozey Horton, and Paul Smart, equally) until the vesting terms are met.
The shares will vest, to each Director, in three equal tranches on the fi rst, second and third anniversaries following the date of issue (18
September 2018), provided that the Director remains a Director of the Company on the relevant anniversary date. In the current period
$148,344 was accrued in relation to the total cost of this share plan (NZ$218,156) (2018: nil). $0.1 million is recorded in the share based
payment reserve (refer note 19) and $0.05 million is the tax cost of the plan.

34
25 RELATED PARTY TRANSACTIONS AND BALANCES continued
(2) Rubicon (Rubicon Clearwood GP Limited) remained the general partner for its former subsidiary TCLP until 31 March 2019, following the
sale of Rubicon's 44.88% interest in January 2018. Rubicon received management fee for services provided of $250,000 in the current
period and $125,000 in the previous period. As of 31 March 2019 Rubicon is no longer the general partner and other than the fi nal
months fees ($20,833), had received payment for all other monthly fees.
(3) ArborGen senior executive team hold options in respect of 4.5% of ArborGen’s issued share capital. These options are fully vested and can
be exercised (subject to service conditions) by the holders, at $423 per share (5,640 options on issue), upon an IPO of ArborGen, a sale
of substantially all of the assets of ArborGen, or upon a sale or restructuring event (including the issuance of new share capital to a third
party) where following such event Rubicon holds less than a 50.01% ownership position.

26 PRINCIPAL OPERATIONS
Rubicon Limited (a New Zealand incorporated limited liability company) is the holding company of the Rubicon Group.
The principal subsidiaries, as at 31 March 2019, were:
Country of
Domicile
Interest %
Mar 2019
Interest %
Sep 2018
Balance
Date
Principal Activity
Principal subsidiaries
Rubicon Forests Holdings LimitedNZ10010031 MarchHolding company
Rubicon Clearwood GP Limited
(1)
NZ10010031 MarchGeneral Partner to TCLP
Tenon Limited
(2)
NZ59.7859.7830 JuneIn liquidation
Rubicon Industries USA LLCUSA10010030 JuneHolds ArborGen, Inc investment
ArborGen Inc
(3)
USA10010031 MarchForestry genetics
ArborGen Inc subsidiaries
ArborGen Comercie de Produtos
Florestal Importacao e Exportacao LTDA
Brazil10010031 MarchForestry genetics
ArborGen Technologia Florestal LTDABrazil10010031 MarchHolding company
ArborGen New Zealand Holding LLCUSA10010031 MarchHolding company
ArborGen New Zealand UnlimitedNZ10010031 MarchForestry genetics
ArborGen Australia Holdings Pty LtdAustralia10010031 MarchHolding company
ArborGen Australia Pty LtdAustralia10010031 MarchForestry genetics
(1) Rubicon (Rubicon Clearwood GP Limited) retired as the general partner of TCLP on 31 March 2019.
(2) Refer to note 4, Basis of Consolidation - Subsidiaries above.
(3) In June 2017 Rubicon, acquired the 66.66% of ArborGen shares held by its then partners International Paper and WestRock, and as a
result increased Rubicon's 33.34% ownership interest to 100% of ArborGen’s issued share capital, or 95% by economic interest (given
the 5% warrants outstanding to third parties relating to the ArborGen acquisition of Cellfor in 2012). The fi nal $10 million of the purchase
price for ArborGen was paid on 30 June 2018.
RUBICON LIMITED AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the year ended 31 March 2019

35
RUBICON LIMITED AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the year ended 31 March 2019
27 FINANCIAL INSTRUMENTS
(a) Market risk
(i) Exposure to currency risk
The functional currency of the Group is the US$ and the risk to the Group's equity and earnings are from assets, liabilities, revenues
and costs in currencies denominated in currencies other than US$. The Group's exposure to foreign currency risks on fi nancial
instruments is shown in the following:
RUBICON GROUP
in US$m
March 2019
US$ Non US$
March 2018
US$ Non US$
Cash, liquid deposits and restricted cash
6.1 1.128.3 0.7
Trade debtors and other receivables
7.0 0.9 8.4 0.6
Trade creditors and other payables
(9.5)(5.0)(6.8)(3.6)
Current debt
(0.5)– (11.5)(3.6)
Non current debt
(16.5)–(11.1)–
Lease fi nance obligation
(12.0)–(12.4)–
Gross balance sheet exposure
(3.0)(5.9)

(ii) Exposure to currency risk
The following exchange rates applied during the year:
Average rate
(1)
Spot rate
March 2019 March 2018 March 2019March 2018
NZ$:US$0.68150.71260.67900.7205
US$:R$0.26490.30790.25710.3026
US$:AU$0.72760.77740.71040.7690
(1) These are merely arithmetical averages not hedged rates.
Foreign exchange contracts
As at 31 March 2019, the Group had no foreign exchange contracts outstanding. As at 31 March 2018, the Group had one foreign
exchange contract outstanding converting NZ$3.5 million (being the expected proceeds from the liquidation of Tenon, received in
July 2018) into US$2.4 million.
Sensitivity Analysis - gross balance sheet exposure
Given the small size of the gross balance sheet exposure shown above, any movement in the NZ$, R$ and AU$ against the US$ is
unlikely to be material. Rubicon has nil debt (2018: nil) at 31 March 2019 and ArborGen had $17 million (2018: $26.2 million),
drawn at a mix of fi xed and fl oating rates. The weighted average interest rate of borrowings and interest rate hedges are shown in
note 17 term and current debt.

36
27 FINANCIAL INSTRUMENTS continued
(b) Credit risk
(i) Exposure to credit risk
The carrying amount of fi nancial assets represents the maximum credit exposure, which at 31 March 2019 was $15.1 million of
trade and other receivables,and cash, liquid deposits and restricted cash (2018: $38.0 million).
US cash,liquid deposits and restricted cash are only held with banks that are part of the Group's banking consortiums. In the
event of default, cash balances may be set off against obligations owing by the Group to its lenders. Moody's credit ratings of the
counterparties for cash and liquid deposits are all rated as investment grade.
The status of trade debtors, is as follows:
RUBICON GROUP
March 2019
US$m
March 2018
US$m
Neither past due nor impaired 4.1 2.7
Past due but not impaired 1 month 2.3 2.5
2 month1.4 1.2
7.8 6.4
Less provision for doubtful debts (0.1) (0.1)
Net Trade Debtors7.7 6.3
ArborGen has a strong history of trade debtor collections and there is no reason to believe that the debtors will not be collected.
(c) Liquidity risk
The following are contractual maturities of fi nancial liabilities and net settled derivatives. The amounts disclosed are the contractual
undiscounted cash fl ows.
Financial liabilities
Carrying
value
US$m
Fair
value
US$m
0-6
months
US$m
6-12
months
US$m
1-2
years
US$m
2-5
years
US$m
Over
5 years
US$m
30 March 2018
Non derivative fi nancial liabilities
Trade and other payables (8.1) (8.1) (7.8) ––(0.3)–
Debt (26.2) (30.2) (11.8) (3.7) (6.0) (2.1)(12.0)
Finance Lease obligation(12.4)(20.2) (0.9) (0.8) (1.6) (4.4)(12.5)
Deferred settlement(10.0)(10.0)(10.0)––––
Financial liabilities as at 31 March 2018 (56.7) (68.5) (30.5) (4.5) (2.2) (6.8)(24.5)
31 March 2019
Non derivative fi nancial liabilities
Trade and other payables (10.4) (10.4) (9.3)(0.2)(0.3)(0.6)–
Debt (17.0) (20.4) (0.5) – (6.9) (2.2)(10.8)
Finance Lease obligation(12.0)(18.6)(0.8)(0.8)(1.6)(4.4)(11.0)
Financial liabilities as at 31 March 2019 (39.4) (49.4) (10.6) (1.0) (8.8) (7.2)(21.8)
RUBICON LIMITED AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the year ended 31 March 2019

37
RUBICON LIMITED AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the year ended 31 March 2019
28 CONTINGENT LIABILITIES
There are no known contingent liabilities in the Rubicon Group as at 31 March 2019 (2018: nil). (refer also to note 22, which outlines lease
commitment guarantees).
29 ASSET BACKING - NON-GAAP MEASURE
At 31 March 2019 the net asset backing was 30 cents per share (cps) (NZ$44 cps), (2018: 31 cps, NZ$43 cps); and net tangible asset
backing was 8 cps (NZ$12 cps) (2018: 9 cps, NZ$12 cps), calculated on the basis of 496,908,343 shares on issue.
30 EARNINGS - NON-GAAP MEASURE AND PRO FORMA
Rubicon shareholders and users of the fi nancial statements are very interested in ArborGen’s underlying earnings performance under US-
GAAP (as well as under IFRS ), as that is the result that ArborGen would report in a US ‘listing’ situation. Rubicon believes 'US-GAAP underlying
earnings' provides useful information, as it is used internally to evaluate performance, and it is also a measure that equity analysts focus on for
comparative company performance purposes, as the measure removes distortions caused by different depreciation policies and debt:equity
structures.
In contrast with US-GAAP, IFRS requires the capitalisation of ArborGen’s development spend, the amortisation of intellectual property, and
the accrual of the change in fair value of biological assets on the seedling crop each year prior to its sale. Because of these differences, US-
GAAP results, and in particular 'US-GAAP underlying earnings' cannot be easily derived from reported IFRS numbers. In addition, as a result
of the historic changes in balance date, comparing results with previous periods is problematic, because the comparative period shown is for
the 6 months to 31 March 2018, which from a revenue perceptive encompasses nearly all US, half of Brazil and minimal Australia and New
Zealand (ANZ) turnover (refer to note 24 geographic segment for an analysis). For these reasons and in order to provide users with relevant
and understandable information we are providing the pro-forma comparatives and reconcilations below.
EBITDA, US-GAAP EBITDA and US-GAAP underlying earnings are all non-GAAP fi nancial measure and are not recognised under NZ IFRS.
As they are not necessarily uniformly defi ned or utilised and these measures may not be comparable with similarly titled measures used by
other companies. Non-GAAP fi nancial measures should not be viewed in isolation or considered as a substitute for measures reported in
accordance with GAAP.
The table on the following page provides users useful pro-forma ArborGen information for year-on-year comparison and reconciles net
earnings to 'US-GAAP underlyings earnings'.

38
30 EARNINGS - NON-GAAP MEASURE AND PRO FORMA continued
Pro forma
(1)
ArborGen Notes
Year ended
March 2019
US$m
Year ended
March 2018
US$m
Revenue 2449.146.1
Cost of sales24(32.0)(29.6)
Gross profi t17.116.5
Net earnings (loss) after taxation from continuing operations24(0.2) –
less Tax benefi t24 (0.5)(2.6)
plus Financing expense242.22.0
Operating earnings (loss) before fi nancing expense1.5(0.6)
plus Depreciation and amortisations78.78.1
EBITDA (NZ IFRS)10.27.5
Add back NZ IFRS adjustments
Investment in intellectual property14(4.7)(5.6)
Change in fair value of biological assets11(0.8)–
Other IFRS adjustments0.30.3
US-GAAP EBITDA5.02.2
Add back signifi cant non-recurring items
Impairment7–0.8
Transaction-related costs71.01.3
Restructuring costs70.6–
Less Gain on sale(0.5)–
US-GAAP underlying earnings6.14.3
(1) The pro forma result is a construct of the consolidated 6 months to 31 March 2019 and 3 months to 30 September 2017, plus the
3 months to 30 June 2018 (prior to acquisition) not previously consolidated, prepared on a basis consistent with both consolidated periods.
RUBICON LIMITED AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the year ended 31 March 2019

39
31 DISCOUNTINUED OPERATIONS
In the prior period, Rubicon disposed of its interest in TCLP, and Tenon went into voluntary liquidation. Both of these operations are
classifi ed as discontinued in these fi nancial statements.
RUBICON GROUP
Income Statement
for the period ended
Year ended
March 2019
US$m
6 Months
March 2018
US$m
Operating revenue – 19.3
Profi t before taxation– 0.6
Loss on disposal(0.1) (1.0)
Net profi t (loss) after taxation from discontinued operations(0.1) (0.4)
Statement of cash fl ows
for the period ended
Year ended
March 2019
US$m
6 Months
March 2018
US$m
Net cash from:
Operating activities–0.5
Investing activities2.47.0
Financing activities–(1.6)
Net cash from discontinued operations2.45.9
32 SUBSEQUENT EVENTS
On 1 April 2019, pursuant to the 29 March 2019 settlement agreement with Luke Moriarty and Mark Taylor; a net cash payment of
NZ$100,000 was made and four million new Rubicon ordinary shares (of the allotted of nine million) were issued. (refer to notes 18 and
19 for more detail).
RUBICON LIMITED AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the year ended 31 March 2019

40

Independent Auditor’s Report
To the Shareholders of Rubicon Limited
Opinion We have audited the consolidated fi nancial statements of Rubicon Limited and its subsidiaries (the
‘Group’), which comprise the consolidated balance sheet as at 31 March 2019, and the consolidated
income statement, statement of comprehensive income, statement of changes in equity and statement
of cash fl ows for the year then ended, and notes to the consolidated fi nancial statements, including a
summary of signifi cant accounting policies.
In our opinion, the accompanying consolidated fi nancial statements, on pages 6 to 39, present fairly,
in all material respects, the consolidated fi nancial position of the Group as at 31 March 2019, and its
consolidated fi nancial performance and cash fl ows for the year then ended in accordance with New
Zealand Equivalents to International Financial Reporting Standards (‘NZ IFRS’) and International Financial
Reporting Standards (‘IFRS’).
Basis for opinion We conducted our audit in accordance with International Standards on Auditing (‘ISAs’) and International
Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities under those standards are further
described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section
of our report.
We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for
our opinion.
We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised) Code
of Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards Board
and the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants,
and we have fulfi lled our other ethical responsibilities in accordance with these requirements.
Other than in our capacity as auditor and the provision of certain agreed procedures, we have no
relationship with or interests in the Company or any of its subsidiaries. These services have not impaired
our independence as auditor of the Company and Group.
Audit materiality We consider materiality primarily in terms of the magnitude of misstatement in the fi nancial statements
of the Group that in our judgement would make it probable that the economic decisions of a reasonably
knowledgeable person would be changed or infl uenced (the ‘quantitative’ materiality). In addition, we
also assess whether other matters that come to our attention during the audit would in our judgement
change or infl uence the decisions of such a person (the ‘qualitative’ materiality). We use materiality both
in planning the scope of our audit work and in evaluating the results of our work.
We determined materiality for the Group fi nancial statements as a whole to be US$2m.
Key audit matters Key audit matters are those matters that, in our professional judgement, were of most signifi cance in our
audit of the consolidated fi nancial statements of the current period. These matters were addressed in
the context of our audit of the consolidated fi nancial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.

41
Intangible assets – impairment assessment
As set out in note 14 of the fi nancial statements the Group has
US$105.6m of intellectual property recorded on its balance sheet
relating to the ArborGen business.
The impairment assessment in relation to the ArborGen business,
or Cash Generating Unit (CGU) is considered to be a key audit
matter as a result of the signifi cance of the intellectual property
asset to the Group, and the level of judgement required when
determining the value in use of ArborGen.
The value in use of ArborGen is determined by undertaking a
discounted cash fl ow analysis which involves management making
a number of assumptions in relation to forecast future cash fl ows,
determining an appropriate weighted average cost of capital
(WACC) and terminal value (TV) growth rate. Each of these inputs
requires judgement to be applied.

In performing our audit procedures in this area we:
• Assessed the appropriateness of the valuation methodology
applied by management;
• Examined the robustness of the fi nancial model used by
management to calculate ArborGen’s value in use;
• Tested the key assumptions driving the forecast future cash
fl ow. Of particular importance are;

o changes in market share;

o average selling prices and gross margin linked to the
projected uptake of Mass Controlled Pollinated (MCP)
product primarily in the US market;
• Undertook sensitivity analysis on key assumptions to assess the
impact on the carrying value of ArborGen;
• Tested the calculation of the WACC and TV growth rate,
including obtaining input from our valuation specialists; and
• Ensured the disclosures in the fi nancial statements properly
refl ect the judgements and estimates made by management.
Other information The directors are responsible on behalf of the Group for the other information. The other information
comprises the information in the Chairman’s letter that accompanies the consolidated fi nancial statements
and the audit report, and the Annual Report, which is expected to be made available to us after the date
of the audit report.
Our opinion on the consolidated fi nancial statements does not cover the other information and we do
not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and consider whether it is materially inconsistent with
the consolidated fi nancial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated. If so, we are required to report that fact. We have nothing to report in this regard.
When we read the Annual Report, if we conclude that there is a material misstatement therein, we are
required to communicate the matter to the directors and consider further appropriate actions.
Directors’ responsibilities The directors are responsible on behalf of the Group for the preparation and fair presentation of the
for the consolidated consolidated fi nancial statements in accordance with NZ IFRS and IFRS, and for such internal control as
fi nancial statements the directors determine is necessary to enable the preparation of consolidated fi nancial statements that
are free from material misstatement, whether due to fraud or error.

Key audit matter How our audit addressed the key audit matter

42

Independent Auditor’s Report
In preparing the consolidated fi nancial statements, the directors are responsible on behalf of the Group
for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting unless the directors either intend to
liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities Our objectives are to obtain reasonable assurance about whether the consolidated fi nancial statements
for the audit of the as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
consolidated fi nancial report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
statements that an audit conducted in accordance with ISAs and ISAs (NZ) will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to infl uence the economic decisions of users taken
on the basis of these consolidated fi nancial statements.
A further description of our responsibilities for the audit of the consolidated fi nancial statements is located
on the External Reporting Board’s website at:

https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1
This description forms part of our auditor’s report.
Restriction on use This report is made solely to the Company’s shareholders, as a body. Our audit has been undertaken so
that we might state to the Company’s shareholders those matters we are required to state to them in an
auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company’s shareholders as a body, for our audit work, for
this report, or for the opinions we have formed.
Peter Gulliver, Partner
for Deloitte Limited
Auckland, New Zealand
29 May, 2019
Peter Gulliver Partner

43

Corporate Governance
This section describes how Rubicon’s business practices refl ect corporate governance best practice.
This Annual Report was approved by the Board on 14 June 2019.
Dave Knott Jr Paul Smart
Chairman of the Board Audit Committee Chairman
At the time of preparation of the Annual Report, Rubicon had not yet transitioned to the NZX Listing Rules to take effect from 1 July 2019
and was therefore subject to the NZX Listing Rules dated 1 October 2017.
All references to $ is to US$ unless otherwise stated.
ETHICAL STANDARDS
Directors set high standards of ethical behaviour, model this behaviour and hold management accountable for these
standards throughout the organisation.
Rubicon’s Code of Conduct and Ethics, Board Charter and other documents related to corporate governance, collectively and individually
encourage high standards of ethical and responsible behaviour.
Rubicon’s Code of Conduct and Ethics sets out clear expectations for ethical decision-making and personal behaviour by Directors and
employees in relation to situations where their or Rubicon’s integrity could be compromised. These include confl icts of interest, proper
use of company property and information, fair dealings with employees and other stakeholders, compliance with laws and regulations,
reporting of unethical decision making and dishonest behaviour, and related matters.
Included in the Code of Conduct and Ethics are mechanisms for dealing with breaches of the Code. Rubicon’s Code of Conduct and
Ethics has been communicated to all Directors and employees of the Company, and is also published on our corporate website www.
rubicon-nz.com.
BOARD COMPOSITION AND PERFORMANCE
There is a balance of independence, skills, knowledge, experience, and perspectives among Directors that allows the Board
to work effectively.
The Board’s primary role and obligation is to protect and enhance the value of the assets of the Company and to act in the best interests
of the Company. The Board has statutory responsibility for the activities of the Company, which in practice is partially exercised through
delegation to the three Board standing committees (Audit, Remuneration and Nominations).
Paul Smart

44

Corporate Governance
The Board Charter outlines a number of key roles and responsibilities of the Board, including:
• the review and approval of appropriate corporate strategies and objectives, transactions relating to acquisitions and divestments, capital
expenditures above delegated authority limits, fi nancial and capital structure policies, fi nancial statements and reports to shareholders;
• the review of performance against strategic objectives; and
• ensuring that appropriate systems and processes are in place so that the Group is managed in an honest, ethical, responsible and safe
manner.
The Board Charter is published on our corporate website.
The roles of, and duties associated with the Board and management are separate at Rubicon. The Chairman’s role is to foster a constructive
corporate gover
nance structure, manage the Board effectively, provide leadership to the Board, chair shareholders meetings and to
interface with senior management.
The non-executive Directors' principal role is to provide independent judgement. This includes bringing outside experience and objectivity
on all issues which come befor
e the Board, having a detailed knowledge of the company's business activities and on-going performance,
so they can make informed decisions.
Board Composition
Rubicon’s Constitution requires a minimum of three Directors and provides for a maximum of nine.
As at 31 March 2019 the Directors of Rubicon were:
DM Knott/DM Knott Jr (Chairman)
(1)
HA Fletcher OK Horton Jr TA Avery R Tandon PR Smart
(1) In February 2017, Mr DM Knott appointed Mr DM Knott Jr by notice in writing as his alternate director. The remaining directors
unanimously approved the appointment of Mr DM Knott Jr in that role.
During the 12-month period ended 31 March 2019, SG Kasnet (on 11 July 2018) and SL Moriarty (on 13 February 2019) resigned as
Directors.
Of Rubicon’s six Directors, two are ordinarily resident in New Zealand. In addition the Board has identifi ed four of the Directors as being
Independent Directors. As at 31 March 2019, the Independent Directors and non-Independent Directors of the Board were:
Independent Directors:
HA Fletcher OK Horton Jr TA Avery PR Smart
Non-Independent Directors:
DM Knott
(1)
R Tandon
(1)
(1) Messrs Knott, Knott Jr and Tandon are Substantial Product Holders, as defi ned Financial Markets Conduct Act 2013 in Rubicon shares.
Hugh Fletcher has advised Rubicon of his intention to retire as a director of Rubicon prior to the next Annual Shareholders Meeting, and the
Company is currently searching for a replacement that meets the Board’s requirements of being Independent and ordinarily resident in New Zealand.

45

Corporate Governance
The Company’s Board represents a balance of independence, skills, knowledge, experience and perspectives (refer Board biographies for
details), thereby ensuring the effectiveness of the Board in guiding the strategic direction of the Company and overseeing management.
Directors receive comprehensive information on the Company’s operations and have access to any additional information they consider
necessary for informed decision-making. Rubicon is committed to ensuring its Directors have the knowledge and information to discharge
their responsibilities effectively.
BOARD COMMITTEES
The Board uses committees where this enhances its effectiveness in key areas while retaining Board responsibility.
The Board has three permanent committees, being the Audit Committee, the Remuneration Committee and the Nominations Committee.
Committees enhance the effectiveness of the Board through closer examination of issues and more effi cient decision making. Rubicon’s
committees assist the Board in the conduct of its responsibilities and report to the full Board on all material matters and issues requiring
Board decisions. All Board Directors receive copies of all committee minutes and papers and can attend the committee meetings.
Each permanent committee has adopted a formal Charter addressing purpose, constitution and membership, authority, reporting
procedures and evaluation of the committee. These Charters are published on our corporate website.
Audit Committee Members:
PR Smart (Chairman) HA Fletcher R Tandon OK Horton Jr TA Avery
The Audit Committee is comprised solely of non-executive Directors of the Company and is chaired by an Independent Director. It has been
determined by the Board that several members of the Audit Committee have an adequate accounting or fi nancial background as defi ned
in the NZX Listing Rules. The majority of the members of the Audit Committee are Independent Directors.
Further information on the Audit Committee is included under the following Reporting and Disclosure section.
Remuneration Committee Members:
TA Avery (Chairman) R Tandon HA Fletcher DM Knott Jr OK Horton Jr
The Remuneration Committee is responsible for evaluating the performances of the senior executives of the Company, setting the
remuneration packages for senior executives, and recommending to the Board the remuneration of the senior executives and non-
executive Directors. The majority of the members of the Remuneration Committee are Independent Directors, and it is chaired by an
Independent Director.
Nominations Committee Members:
DM Knott Jr (Chairman) HA Fletcher OK Horton Jr TA Avery R Tandon PR Smart
The Nominations Committee comprises the full board, and is responsible for making recommendations on Director appointments. The
majority of the members of the Nomination Committee are Independent Directors.
In addition to the three permanent committees noted above, the Board establishes committees on an “as required” basis to address
specifi c issues that arise. The Board believes this enhances its effectiveness through closer scrutiny of specifi c issues. Currently there are
no such committees operating.

46

Corporate Governance
In the event of a takeover, the board’s protocols require the immediate formation of a subcommittee (the Takeovers Committee),
comprised of non-interested non-executive directors, which will have the authority to make binding decisions in respect of the
takeover, including:
• retaining independent legal and fi nancial advisers,
• appointing an independent adviser for the purposes of the Takeovers Code,
• negotiating with the bidder,
• ensuring strict process separation and independence from interested directors, and
• approving any announcements or communications relating to the potential transaction.
REPORTING AND DISCLOSURE
The Board demands integrity both in fi nancial and non-fi nancial reporting and in the timeliness of material disclosures of
entity affairs.
The Board is ultimately responsible for ensuring the quality and integrity of the Company’s fi nancial reports. To achieve this, the
Company has in place a structure to independently verify and safeguard the integrity of the Group’s reporting. The Audit Committee
constitutes a key component of this structure.
The Audit Committee is well resourced and operates under a formal written Charter. The Audit Committee’s terms of reference
include the following duties and responsibilities:
• To review the effectiveness of the internal control framework across the Rubicon Group with management and the independent
Auditor;
• To review the Group’s accounting policies, fi nancial reporting practices, and auditing practices;
• To ensure that the Board is properly and regularly informed and updated on corporate fi nancial matters;
• To review all fi nancial statements of the Group and advise all Directors whether these fi nancial statements comply with the
appropriate laws and regulations;
• To confi rm the integrity of the Group’s fi nancial statements in terms of relevance, reliability, comparability and timeliness;
• To monitor and review the Group’s compliance with regulatory and statutory requirements and obligations;
• To maintain direct communication with the independent Auditor;
• To make recommendations to the Board as to the appointment and discharge of the independent Auditor and to ensure that
the independent Auditor or lead audit partner is changed at least every fi ve years;
• To pre-approve non-audit services; and
• To confi rm the independence of the independent Auditor.
DIVERSITY
Rubicon is committed to providing equal employment opportunities and the Company believes it is in compliance with this commitment.
The Company ensures its selection processes for recruitment and employee development opportunities are free from bias and are based
on merit and the Board has practices in place to ensure diversity and fairness within the organisation. The Company has a fl exible working
program that permits work/life balance. The Company is in the process of fi nalising a formal diversity policy to document its approach to
diversity and expects to be able to confi rm full compliance with the recommendation in the NZX Corporate Governance Code to have a
written policy by 31 March 2020.

47

Corporate Governance
As at 31 March 2019, four of the Rubicon Group’s senior executives were female, being the Company Secretary (Rubicon), the General
Manager Brazil (ArborGen), the Human Resources Manager (ArborGen), and VP Finance and Accounting (ArborGen).
The following table shows the split for Rubicon Limited only as at 31 March 2019:
March 2019 March 2018
Women Men Women Men
Board of Directors 0 6 0 5
Offi cers 1 1 1 2
DIRECTOR AND MANAGEMENT SHAREHOLDINGS, REMUNERATION
The remuneration of Directors and executives is transparent, fair, and reasonable.
Director Equity Holdings
Rubicon believes it is appropriate to have Directors’ and executives’ remuneration aligned with the performance of the Company, and
that the ownership of Rubicon shares is a good way of achieving this goal. Consistent with this policy, on 17 September 2018 (at
Rubicon’s Annual Shareholders’ meeting) shareholders passed a resolution approving the Rubicon Non-Executive Directors Share Plan
(Share Plan). Under the Share Plan, on 18 September 2018 1,666,050 new shares were issued to a trustee to hold on behalf of the three
independent Directors elected to the Board at that Shareholders’ meeting (TA Avery, OK Horton, and PR Smart, equally) until the vesting
terms are met. The shares will vest, to each Director, in three equal tranches on the fi rst, second and third anniversaries following the
date of issue (18 September 2018), provided that the Director remains a Director of the Company on the relevant anniversary date
(refer to notes 18 and 25 to the Financial Statements for more detail).
At 31 March 2019, Directors of the Company held the following relevant interests (as defi ned in the Financial Markets Conduct Act 2013)
in Rubicon shares:
Name Position Number of Shares
DM Knott / DM Knott Jr Chairman and non-executive director 137,663,111
R Tandon Non-executive director 86,108,419
HA Fletcher Non-executive director 5,775,286
TA Avery Non-executive director
(1)
553,350
OK Horton Non-executive director
(1)
553,350
PR Smart Non-executive director
(1)
553,350
(1) Shares issued in relation to the Rubicon Non-Executive Directors Share Plan, held in trust until the vesting terms are met for Directors
TA Avery, OK Horton, and PR Smart, equally (refer notes 18 and 25 to the Financial Statements for more detail).

48

Corporate Governance
The Company’s remuneration policies aim to attract and retain talented and motivated Directors and executives who will contribute to
enhancing the performance of the Company.
Non-Executive Director Remuneration
The Company’s remuneration policy for Directors is to remunerate Directors at levels that are fair and reasonable in a competitive market
environment taking into account the skills, knowledge and experience required by the Company.
The remuneration earned, prior to any taxation liability, by non-executive Directors of Rubicon for services in their capacity as Directors
during the twelve-month period ended 31 March 2019 was:
NZ$ Base Remuneration Total Fees
Twelve months to
31 March 2019
DM Knott (Chairman) $85,903 $85,903
HA Fletcher $62,500 $62,500
R Tandon $65,149 $65,149
TA Avery
(1) (4)
$43,988 $43,988
OK Horton Jr
(2) (4)
$45,177 $45,177
PR Smart
(3) (4)
$38,213 $38,213
S Kasnet (retired)
(5)
$26,590 $26,590
(1) Appointed on 18 July 2018.
(2) Appointed on 11 July 2018.
(3) Appointed on 21 August 2018.
(4) Does not include any amounts in relation to the Rubicon Non-Executive Directors Share Plan.
(5) Retired on 11 July 2018.
Non-executive Directors are not entitled to receive retirement payments.
Executive Director and Employee Remuneration
Rubicon’s remuneration policy aims to attract, retain and incentivise employees in order to drive and enhance Company performance.
Annual performance incentive payments are determined by the Remuneration Committee, and are calculated by measuring actual
performance outputs against target individual and/or Company objectives.

49

Corporate Governance
In accordance with Section 211 of the Companies Act, remuneration and other benefi ts (including performance benefi ts and all redundancy
payments) which in total exceeded NZ$100,000 per annum received by employees of Rubicon and its subsidiaries (i.e. including ArborGen
and its respective subsidiaries) in the period ended 31 March 2019 is summarised in the following table:
NZ$000 Number of
Employees
$100 to $110 7
$110 to $120 10
$120 to $130 6
$130 to $140 4
$140 to $150 3
$150 to $160 1
$160 to $170 3
$170 to $180 2
$180 to $190 2
$190 to $200 2
$200 to $210 2
$230 to $240 2
$260 to $270 1
$300 to $310 2
$310 to $320 1
$340 to $350 3
$500 to $510 1
$600 to $610 1
$640 to $650* 1
$650 to $660 1
$920 to $930* 1
$1,210 to $1,220* 1
$1,360 to $1,370 1
* Payments inclusive of redundancy payments
The base salary paid to the former Rubicon CEO in the period was NZ$501,671 (i.e. Mr Moriarty is included in the NZ$500,000-$510,000
band). Mr Moriarty did not receive any Director fees either for his services as a Director of Rubicon, or for his directorship of ArborGen Inc.

50

Corporate Governance
RISK MANAGEMENT
The Board has a sound understanding of the material risks faced by Rubicon and how to manage them. The Board regularly
verifi es that Rubicon has appropriate processes that identify and manage potential material risks.
The Audit Committee carries out a robust risk assessment process which includes reviews with management and the independent Auditor
of signifi cant risks and exposures of the Group, and assessments of risk mitigation steps taken by management to minimise such risks.
Health and Safety
The health and safety of our employees, customers and suppliers is critical, and essential for our success. We are committed to delivering a
safe workplace, and safety training is integral to our zero-harm goal. We monitor health and safety results, and measure senior management
against our zero-harm expectation. We operate safety education programmes, and have other continuous programme initiatives in place
to keep our people safe at work. At our secure containment facilities, we have procedures designed to ensure compliance with regulatory
requirements in each of the jurisdictions in which we operate, including procedures to ensure employee safety at those facilities.
Total Case Incident Rate (TCIR) for all ArborGen facilities in all geographies was 1.34 – the lowest rate we have achieved since ArborGen
began measuring this statistic in 2013. TCIR is defi ned as total number of recordable injuries and illness cases per 100 full-time employees
that a site has experienced in a given time frame.
AUDITORS
The Board ensures the quality and independence of the external audit process.
The Company’s external Auditor is Deloitte. Consistent with best practice the audit partner is rotated at no greater than fi ve yearly intervals.
A formal engagement letter with Deloitte clearly sets out the responsibilities of Deloitte in relation to the external audit of the Group’s
fi nancial statements and fi nancial systems. The Board facilitates full and frank communication between the Audit Committee, Deloitte
and management. Deloitte attends all Audit Committee meetings and has sessions, at least semi-annually, with the Audit Committee with
management not in attendance.
The Audit Committee is satisfi ed that the independence of Deloitte is not compromised by any relationship between Deloitte and Rubicon
or any related party or as a result of any non-audit services provided by Deloitte, and has obtained confi rmation from Deloitte to this effect.
The Audit Committee, together with the Company’s management, monitor the performance of Deloitte to ensure that the services
being provided to the Company are of the highest standard, relevant, timely and cost effective. Please refer to page 46 for details on the
structure and role of the Audit Committee.

51

Corporate Governance
SHAREHOLDER RELATIONS
The Board respects the rights of shareholders and fosters constructive relationships with shareholders that encourage them
to engage with the Company.
The Board is committed to promoting good relations between Rubicon and its shareholders through:
• communicating effectively with them;
• giving them ready access to information about the Company, its goals, strategies and performance; and
• facilitating participation at shareholder meetings.
The Company has a formal continuous disclosure policy in place and the Company regularly communicates to the market to ensure
compliance with the NZX Rules on Continuous Disclosure.
The Company’s website (www.rubicon-nz.com) includes the following information:
• Annual and Interim Reports;
• Disclosures made to the stock exchange;
• Press releases; and
• Corporate governance documents.
The Company is in the process of formalising and publishing additional policies and will update its website as this progresses.
STAKEHOLDER INTERESTS
The Board respects the interests of stakeholders within the context of the Company’s ownership type and its fundamental
purpose.
Rubicon is strongly committed to meeting its legal and other obligations to stakeholders such as employees, shareholders, and suppliers.
CORPORATE GOVERNANCE CODE
The corporate governance principles followed by Rubicon do not materially differ from the Corporate Governance Code issued by NZX
and Corporate Governance Principles and Guidelines issued by the Financial Markets Authority.
Except as noted below or elsewhere in the Annual Report, Rubicon has followed the recommendations of the NZX Corporate Governance
Code during the reporting period:
The NZX Corporate Governance Code recommends that the annual shareholders’ Notice of Meeting be posted at least 28 days prior
to the annual shareholders’ meeting. The Company was unable to meet this timeline last year due to the late decision to establish a
Non-Executive Directors Share Plan, which Plan required approval by shareholders. The Company is committed to complying with this
recommendation and expects that it will do so in 2019.

52

Corporate Governance
RUBICON INTERESTS REGISTER
Directors’ certifi cates to cover entries in the Interests Register made during the twelve-month period ended 31 March 2019 in respect
of remuneration, dealing in the Company’s securities, insurance and other interests have been separately disclosed as required by the
New Zealand Companies Act 1993.
Directors’ Interests
The following are particulars of general disclosures of interest given by the Directors of the Company as at the date of this report pursuant
to section 140(2) of the Companies Act 1993:

Relationship
DM Knott
Knott Partners, LP Co-CEO, Co-Chief Investment Manager
and Co-Managing Partner
Knott Family Foundation President
DM Knott Jr
Knott Partners, LP Co-CEO, Co-Chief Investment Manager
and Co-Managing Partner
The HiGro Group, LLC Advisory Board
Knott Family Foundation Secretary
Tenon Clearwood Limited Partnership Advisory Board Member
TA Avery
CRA International Inc Director and shareholder
KIPP Metro Atlanta Director
Razorhorse Capital Advisory Board
Southeast Pet Inc Advisory Board
HA Fletcher
Dilworth Trust Trustee
Fletcher Brothers Limited Chairman
James C Fletcher Trust Trustee
The Fletcher Trust Trustee
Harper Pass Limited Chairman / Shareholder
IAG (New Zealand) Holdings Limited Chairman
IAG (New Zealand) Limited Chairman
Insurance Australia Group Limited Director
Advisory Committee of the Knox Investment Partners Fund IV Member
The University of Auckland Foundation Trustee
Tenon Clearwood Limited Partnership Advisory Board Member
OK Horton Jr
Al Dabbagh Group Director
Louisiana-Pacifi c Corporation Director and shareholder
Worthington Industries, Inc. Director and shareholder

53

Corporate Governance
Relationship
PR Smart
Argus Fire Systems Service Limited Director
Bellbird Trust Trustee
Geo40 Limited Director and Chair Audit Committee
Intercity Holdings Limited Director and Chair Audit Committee
Mercer Group Limited Director and Chair Audit Committee
Saddleback Trust Trustee and benefi ciary
SolarCity Limited Director
Sunrise Consulting Limited Director
Ranjan Tandon
Libra Advisors LLC Founder and Managing Member
Vostok Emerging Finance Ltd Director
NYU Tandon Engineering School Director
Tenon Clearwood Limited Partnership Advisory Board Member
During the twelve-month period ended 31 March 2019 Directors advised the following resignations:
Relationship
OK Horton
Metso Corporation Director
HA Fletcher
Asia Pacifi c Trilateral Commission Member
NZ Portrait Gallery Trust Trustee
TA Avery
Cicero Inc Director
R Tandon
Carl Schurz Park Conservancy Director
Dealings in Company Securities
There has been no trading in Rubicon shares by Directors and Senior Offi cers during the twelve-month period ended 31 March 2019
other than:
• the issue of 1,666,050 Rubicon shares, in aggregate, to a trustee to be held on trust for TA Avery, OK Horton and PR Smart (in equal
shares) pursuant to the Non-Executive Directors Share Plan, as detailed in Notes 10,19 and 25 of this Annual Report; and
• the agreement to issue 9,000,000 Rubicon shares, in aggregate, to Luke Moriarty and Mark Taylor as part of the settlement agreed in
relation to fi nalisation of their roles with Rubicon (refer notes 23 and 25).

54

Corporate Governance
Directors’ and Offi cers’ Indemnity and Insurance
In accordance with section 162 of the Companies Act 1993 and the constitution of the Company, the Company has given indemnities to,
and has effected insurance for, Directors and executives of Rubicon and its related companies which indemnify and insure Directors and
executives against monetary losses as a result of actions or omissions by them in the course of their duties. The Company shall maintain
insurance cover for the Directors and executives for a period of seven years following the date the Director or executive has ceased to be
a Director or executive of the Company. Excluded from the indemnity are actions of criminal liability or breach of the Director’s duty to act
in what they believe to be the best interests of the Company.
Donations
During the twelve-month period ended 31 March 2019, the total amount of donations made by Rubicon and its subsidiaries was nil.
Credit Rating
Rubicon has not sought a credit rating.
SUBSIDIARY COMPANY DIRECTORS
Section 211(2) of the Companies Act 1993 requires the Company to disclose in relation to directors and former directors of its subsidiaries,
amongst other things, the total remuneration and value of other benefi ts received by them, and particulars of interest register entries made
by them during the twelve-month period ended 31 March 2019. No employee of a Rubicon Group company appointed as a director of any
wholly-owned Rubicon subsidiary receives any remuneration or other benefi ts in that role. The remuneration and other benefi ts of employees
are disclosed elsewhere in this Annual Report. No director of any Rubicon subsidiary receives any remuneration or other benefi ts as a director.
The following persons held offi ce as directors of subsidiary companies as at 31 March 2019, or in the case of those persons with the letter (R)
after their name, ceased to hold offi ce during the period.
Rubicon Forests Holdings Limited DM Knott Jr, PR Smart, SL Moriarty (R), MA Taylor (R)
Rubicon Industries USA LLC HA Fletcher, DM Knott, DM Knott Jr, R Tandon, SG Kasnet (R), SL Moriarty (R) , MA Taylor (R)
Rubicon Clearwood GP Limited DM Knott Jr, PR Smart, SL Moriarty (R), MA Taylor (R)
Rubicon Clearwood Holdings Limited DM Knott Jr, PR Smart, SK Ludher-Chandra, SL Moriarty (R), MA Taylor (R)
ArborGen Inc AM Baum, DM Knott Jr, R Tandon, HA Fletcher, TA Avery, OK Horton, PR Smart, SG Kasnet (R),
SL Moriarty (R)
ArborGen Comercio de Produtos Florestais
Importacao e Exportacao LTDA G Bassa
ArborGen Technologia Florestal LTDA G Bassa
ArborGen New Zealand Holdings, LLC AM Baum
ArborGen New Zealand Unlimited AM Baum, G Mann
ArborGen Australia Holdings Pty Ltd AM Baum, G Mann, A Frees
ArborGen Australia Pty Ltd AM Baum, G Mann, A Frees

55

Corporate Governance
SHAREHOLDER INFORMATION
The Company’s shares are listed on the Main Board of NZX Limited. The 20 shareholders of record with the largest holdings of shares
at 30 April 2019 were:
Number of shares % of shares
New Zealand Central Securities Depository Limited 359,889,091 72.92
FNZ Custodians Limited 26,312,645 5.33
Sky Hill Limited 6,128,000 1.24
Fletcher Brothers Limited 5,649,731 1.15
Moriarty Superannuation Fund – S & D Moriarty 2,710,124 0.55
The So Proud a/c – S Godfrey, D Toothill & M Godfrey 2,639,027 0.54
The Tai Shan Foundation - F Pearson & S Pearson 2,500,600 0.51
S Moriarty 2,360,000 0.48
Y Chiam & S Boey 2,241,937 0.45
P Bradfi eld 1,744,300 0.35
A Brown as Trustee of the Rubicon Non-Executive Directors Share Plan 1,666,050
(1)
0.34
M Taylor 1,640,000 0.33
C Flood 1,500,000 0.30
G Simms 1,500,000 0.30
Wallace Family a/c – S Wallace & Offen Advisors Trustees Limited 1,250,000 0.25
Taylor Superannuation Fund – M & L Taylor 1,093,234 0.22
Custodial Services Limited 1,014,917 0.21
Circada Limited 1,000,000 0.20
B Tyler 1,000,000 0.20
Leveraged Equities Finance Limited 918,706 0.19
Total 424,758,362 86.06
(1) Shares issued in relation to the Rubicon Non-Executive Directors Share Plan, held in trust until the vesting terms are met (refer notes
18 and 25 to the Financial Statements for more detail).
New Zealand Central Securities Depository Limited provides a custodial depository service, which allows electronic trading of securities to
its members, and does not have a benefi cial interest in these shares. Its holders of Rubicon shares at 30 April 2019 were:
Name Number of shares % of shares
HSBC Nominees (New Zealand) Limited 184,923,100 37.47
Citibank Nominees (New Zealand) Limited 113,860,062 23.07
Accident Compensation Corporation 31,459,400 6.37
JPMorgan Chase Bank NA NZ Branch - Segregated Clients 19,432,771 3.94
New Zealand Permanent Trustees Limited 5,000,000 1.01
National Nominees New Zealand Limited 3,382,052 0.69
BNP Paribas Nominees (NZ) Limited 1,831,706 0.37
Total 359,889,091 72.92

56

Corporate Governance
DISTRIBUTION OF SHAREHOLDERS AND HOLDINGS AS AT 30 APRIL 2019
Number of shareholders Number of shares
Size of holding Number % Number %
1–999 1,903 31.81 1,271,813 0.26
1,000–9,999 3,318 55.47 8,800,333 1.78
10,000–49,999 490 8.19 10,025,474 2.03
50,000–99,999 103 1.72 6,989,747 1.42
100,000 and over 168 2.81 466,487,026 94.51
Total
(1)
5,982 100.00 493,574,393 100.00
DOMICILE OF SHAREHOLDERS AND HOLDINGS AS AT 30 APRIL 2019
Number of shareholders Number of shares
Number % Number %
New Zealand 4,960 82.92 479,602,322 97.17
Australia 632 10.57 2,305,002 0.47
United Kingdom 151 2.52 6,831,800 1.38
United States of America 136 2.27 2,120,376 0.43
Other 103 1.72 2,714,893 0.55
Total
(1)
5,982 100.00 493,574,393 100.00
(1) Includes shares issued under the Rubicon Non-Executive Directors Share Plan.
SUBSTANTIAL PRODUCT HOLDERS
According to notices that have been provided under the Financial Markets Conduct Act 2013, as at 31 March 2019 the following were
substantial product holders in the Company. In terms of the Act, the number of shares and percentages shown below are as last advised
by the substantial product holder and may not be their current holdings.
Substantial product holder Number of % of voting Date of notice
voting securities securities
David Knott
(a)
115,583,162 28.256 23 August 2016
(2)
Libra Fund LP / Ranjan Tandon 86,108,419 17.648 3 July 2017
(1)
Perry Corporation / Richard Perry 34,337,307 7.04 20 July 2018
(1)
Accident Compensation Corporation 32,221,000 6.604 4 January 2018
(1)
Irvin Kessler 25,000,000 5.124 3 January 2018
(1)
Bank of New Zealand
(b)
25,000,000 5.124 8 January 2018
(1)

57

Corporate Governance
The following substantial product holder notices have been received (which are included in the substantial product holder notices
disclosed above);
Substantial product holder Number of % of issued Date of notice
voting securities Rubicon securities
(a) Mr Knott has disclosed he holds a relevant interest in Rubicon shares held by:
Dorset Management Corporation 105,679,657 25.835 23 August 2016
(2)
Knott Partners, L.P.
(i)
82,511,226 20.171 13 June 2014
(2)
(i) Dorset Management Corporation has entered into an investment management agreement with Knott Partners, L.P. pursuant to
which Dorset Management Corporation has discretion over the acquisition, disposition and voting of the securities held by Knott
Partners, L.P. David Knott is the sole shareholder, Co-Director and Co-President of Dorset Management Corporation. David M
Knott Jr is a Co-Director and Co-President of Dorset Management Corporation.
(b) In their substantial product holder notice the Bank of New Zealand stated “Conditional power to control the disposal of the fi nancial
product. The relevant interest only arises from the powers of investment contained in an investment management contract for Bank
of New Zealand’s portfolio execution service.”
The total number of issued voting securities at 31 March 2019 was 489,574,393. All of the references to voting securities in this section
are to the Company’s ordinary shares.
(1) Shares on issue at date substantial product holder notice was received was 487,908,343
(2) Shares on issue at date substantial product holder notice was received was 409,051,378
NZX WAIVERS
No waivers were granted to the Company by NZX under the NZSX Listing Rules during the period from 1 April 2018 to 31 March 2019.

58

Board of Directors
DAVID KNOTT
Director
BA University of Pennsylvania; MBA Wharton School of the
University of Pennsylvania
David is the Co-Chief Executive Officer, Co-Chief Investment
Manager and Co-Managing Partner of Knott Partners who,
with associated entities, is Rubicon’s largest shareholder. He
has served as Chief Investment Manager of Knott Partners
since 1987, and prior to this he was a General Partner and
analyst at Mandrakos Associates.
DAVID KNOTT JR*
Alternate Director*
BA University of North Carolina at Chapel Hill
David is the Co-Chief Executive Offi cer, Co-Chief Investment
Manager and Co-Managing Partner of Knott Partners who,
with associated entities, is Rubicon’s largest shareholder. He
has served as Co-Chief Investment Manager of Knott Partners
since March 2017. David is on the Advisory Board of The HiGro
Group, LLC and and the Tenon Clearwood Limited Partnership
Advisory Board.
THOMAS AVERY
Independent Director
MBA Harvard Business School; BSc Georgia Institute of Technology
Tom has nearly 40 years of investment banking and venture capital
experience. He has served on numerous private company boards
throughout his career, advising companies on the successful
fi nancing, planning and execution of growth strategies.
As an investment banker, Tom worked primarily with middle market
growth companies in executing mergers and acquisitions, initial
public offerings, and private placements of equity and debt. He
served as a Managing Director at Raymond James & Associates from
2000-2014, which involved the management of the technology
investment banking group and the fi nancial sponsors’ efforts. Prior
to that, Tom’s career saw him act as the head of the investment
banking group at Interstate/Johnson-Lane, be a general partner
at Summit Partners and at Noro-Moseley Partners, and work as a
Senior Vice President at The Robinson-Humphrey Company.
He currently has directorships at CRA International Inc and KIPP
Metro Atlanta.

HUGH FLETCHER
Independent Director
MBA Stanford University; MCom (Hons), BSc University of
Auckland
Hugh is Chairman of IAG (New Zealand) Holdings Limited, IAG
(New Zealand) Limited and Fletcher Brothers Limited, and a
Director of Insurance Australia Group Limited.
He is also a Trustee of The University of Auckland Foundation,
the Dilworth Trust, the Fletcher Trust, the James C Fletcher
Trust, and a member of the Advisory Committee of the Knox
Investment Partners Fund IV and the Tenon Clearwood Limited
Partnership Advisory Board.
Hugh has broad pastoral farming interests. His executive
experience includes six years as Managing Director and Chief
Operating Officer of Fletcher Challenge Limited, before he
became CEO from 1987–1997.
OZEY HORTON JR
Independent Director
MBA Harvard Business School; BSE Duke University
Ozey has extensive experience in global operations, strategic
planning, merger and acquisition integration and change
management. He has been a Director Emeritus of McKinsey &
Co., a business consulting organisation, since 2011 when he
retired after nearly 30 years with the fi rm. At McKinsey, Ozey
led various practice areas around the globe, including Pulp,
Paper and Packaging, Industrial, Change Management, Global
Operations in Energy and Materials, and Basic Materials. His
McKinsey client service and practice leadership provided for
considerable experience working in Europe, South America,
India, and Asia. He is a faculty member for McKinsey’s leadership
development program and also serves as an independent
business advisor.
He currently serves on the boards of Worthington Industries, Al
Dabbagh Group, and Louisiana–Pacifi c Corp. He also serves on
the Board of Spoleto Festival, USA and the Advisory Board of
The MUSC Hollings Cancer Center.

59

Board of Directors
PAUL SMART
Independent Director
BBS, Finance Massey University; Chartered Accountant (CA);
Chartered Member Institute of Directors (CMinstD)
Paul is New Zealand based, with a broad background in growth
companies in both the public and private markets, and extensive
experience in all aspects of fi nance across a wide range of industries.
He has operated at both senior management and non-executive
board levels throughout his career, with a focus on growing
successful companies in the broad technology and energy fi elds.
His prior management positions have included CFO of Meridian
Energy and CFO of Sky Television. He has previously held non-
executive Director and/or Chairman roles in Arc Innovations, NZPM
Group, and Southern Hydro (Melbourne) amongst others, and he
is currently a non-executive Director of InterCity Holdings, Geo40,
Mercer Group, Argus Fire Systems Service and SolarCity. He is a
Chartered Accountant and a Chartered Member of the NZ Institute
of Directors.
RANJAN TANDON
Director
MBA Harvard Business School; B Tech Indian Institute of
Technology
Ranjan is Founder and Managing Member of Libra Advisors
LLC (Libra), which holds a 17.6% interest in Rubicon. Libra had
assets of $2.5 billion and invested in domestic and emerging
market equities prior to conversion to a family offi ce in 2012.
He previously served as Sr Management Trainee with DCM in
India, CFO of an LBO, InterMarine Incorporated, Houston and
as a VP with Merrill Lynch prior to establishing Libra in 1990.
Ranjan is also a Board Member of the NYU Tandon Engineering
School and has endowed Faculty Chairs at the Harvard Business
School and Yale University. He is also a Director of a listed
Stockholm Company, Vostok Emerging Finance, which invests
in early and growth stage fi ntech companies across emerging
markets. He is also a member of the Tenon Clearwood Limited
Partnership Advisory Board.

60

Investor Information
INVESTOR ENQUIRIES/REGISTERED OFFICE
Level 10, 21 Queens Street, Auckland
PO Box 68 249, Wellesley St,
Auckland 1141, New Zealand
Telephone: 64 9 356 9800
Email: information@rubicon-nz.com
Website: www.rubicon-nz.com
STOCK EXCHANGE LISTING
The Company’s shares (RBC) are listed on the NZSX.
SHAREHOLDER ENQUIRIES
Shareholders with enquiries about share transactions or changes
of address should contact the Share Registrar:
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna, Auckland
Private Bag 92 119,
Auckland 1142, New Zealand
Telephone: 64 9 488 8777
Facsimile: 64 9 488 8787
Email: enquiry@computershare.co.nz
ELECTRONIC COMMUNICATIONS
You can elect to receive your shareholder communications electronically.
To register, visit www.investorcentre.com/nz. To initially access this
website, you will need your CSN or Holder Number and FIN. You will
be guided through a series of steps to register your account, including
setting up a new user ID and password for on-going use of the website.
Once logged in, click on “My Profi le”. In the Communication
preferences panel, click “update”.
Alternatively send your name, address and CSN or holder number
to ecomms@computershare.co.nz advising you wish to receive your
Rubicon shareholder communications by email.

www.rubicon-nz.com