Rubicon ASM – 17 September 2019

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Rubicon Annual Shareholders’ Meeting – 17 September 2019



Dave Knott – Chairman’s address
Good morning Ladies and Gentlemen. Welcome to the Annual Meeting of Shareholders of
Rubicon Limited.
My name is David Knott and I am the Chairman of the Board of Rubicon. I would like to begin
by thanking you for your attendance today, both in person here at Eden Park and also via the
live webcast – a first for us so we thank you for your patience in advance (should there be any
hiccups!)
Before proceeding, I am pleased to advise that a quorum is present and that this Meeting is
duly constituted.
The Notice of Meeting sent to shareholders four weeks ago, sets out the formal sessions of
the meeting.
Let me begin today by introducing the members of your Board and Management to you:
At the far end of the table on my Right is Paul Smart. Paul joined the Board in August of last
year, and is the Chair of Rubicon’s Audit Committee. He also serves on the boards of Solarcity,
InterCity Holdings, Mercer Group, Argus Group and Geo40.

Next to Paul is George Adams. George, a New Zealand resident, is the newest member of the
Rubicon Board appointed last month, following Hugh’s advice to the Company of his intention
to retire this year. George was formerly the managing director of Coca-Cola Amatil NZ and
the finance director of British Telecom Northern Ireland, and brings broad industry experience
to the Board. He currently also serves as a director of Competenz and Tegel, is the deputy
chairman of Cavalier, and the chairman of Netlogix and Mix Cosmetics.
Next to me is Andrew Baum – ArborGen’s Chief Executive Officer since 2012, and also here
today are Alex Brown, Rubicon’s Chief Financial Officer, and Sharon Ludher-Chandra,
Rubicon’s Company Secretary.
Also joining us by telephone (from the US) are directors Ranjan Tandon, Tom Avery, and Ozey
Horton.
I would like to take this opportunity to thank Hugh Fletcher, who formally retired from the
Board last week, for his extensive contribution and commitment to the Company during his
tenure with Rubicon. Hugh has invested considerable time and guidance, and intellectual
rigour to support the Company and for that we are very grateful.

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Turning then to our programme for today -
 First, I will ask Andrew to update you on the considerable progress we have made over
the past period.
 I will then make some comments from the Board’s perspective.
 You will then have the opportunity to raise any questions you may have.
 And we will then deal with the formal resolutions to be considered by this meeting.
Upon completion of the meeting we will have tea and coffee and a light snack at the far end
of the room.

I will now ask Andrew to review our recent activity for you.

[Andrew Baum Talks]

DAVE
Thank you Andrew.
There are just a few things I would like to touch on before moving to your questions, and the
more formal session of the day.
The first is in relation to our investment philosophy.
We have said that we will only invest where the upside from doing so is operationally
compelling, and where the value proposition is abundantly clear.
So, for example, last year we proceeded with the Jasper nursery and seed orchard ‘5-year
lease with an option to acquire’ in Texas, which cemented ArborGen’s strong foothold in that
large market, as well as increased our seedling capacity by an additional 30 million units to
approximately 400 million seedlings in the US. This seedling productive capacity brings us very
close to the targeted production capacity in the US, so we are pleased to have put this in place
under a favourable deferred purchase option structure.
A similar investment was made in 2017 with the Taylor nursery in South Carolina, which after
additional capital investment, has also added roughly 30 million to our seedling capacity.
Another example of our investment philosophy is the approximate $4 million of annual spend
on developing and expanding ArborGen’s pipeline of industry leading advanced genetics,
including building our future supply capacity of MCP. As you know, transitioning our
customers in the US from OP genetics to advanced MCP and varietal genetics is where the
real earnings uplift will come from for ArborGen in the future.

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And finally, the recent $14 million acquisition of the ArborGen HQ facility (previously leased
under a 20-year term lease) in South Carolina, which together with a new lease agreement
for part of the building with a third party hemp manufacturer, will improve our earnings and
cash flows by approximately $1 million on an annualised basis moving forward. Ownership of
the premises will also strengthen Rubicon’s balance sheet over time, and open up a range of
options for this property that come with outright ownership.
Now I would like to focus on my second discussion point – MCP supply.
The effect of Hurricane Michael last year, together with freeze damage experienced in the
prior year, has unfortunately constrained our near-term MCP seed supply. That, combined
with seedling losses suffered early this fiscal year during the critical nursery planting window,
will result in flattish MCP sales this year. Seedling losses early in the planting season are not
unusual, however the lack of MCP seedling buffer volume has limited our ability to replace
lost volume with equivalent genetics. Looking ahead though, we believe with our increase in
this year’s MCP seed harvest, we will be able to increase MCP sales by 10-15% in the March
2021 fiscal year. Beyond this timeframe, ArborGen’s MCP seed supply will grow exponentially
as our large, younger and more advanced seed orchards approach their maximum seed
yielding years. This is the direct result of the previously mentioned investments made in
expanding our MCP orchard capacity 5-10 years ago, which will allow us to not only meet
growing demand for this product, but also build a sufficient buffer of MCP seed inventory to
help mitigate the effects of extreme weather events. To put this in perspective, (absent
uncontrollable factors), ArborGen’s MCP seed supply is projected to more than double from
the current 90 million in three years’ time.
Turning then to projected Earnings. As noted in the 2019 Annual Report, absent the extreme
weather events, we would have forecast double-digit US-GAAP underlying earnings for our
March 2020 fiscal year, however lower MCP seed availability required us to reduce this target.
For the current 2020 fiscal year, although not giving numeric guidance today, we do want to
reiterate that we continue to believe that US-GAAP underlying earnings will be higher than
prior year’s earnings.. And beyond the current fiscal year, we believe we will be reporting
double-digit US-GAAP EBITDA, with earnings increasing each year as the MCP supply
constraint is progressively released.
Finally, I would like to talk a little about Restructuring. As you are aware, following the
restructuring and sale of Tenon’s distribution and manufacturing businesses, and the 100%
acquisition of ArborGen, Rubicon’s sole operating business is now ArborGen. We no longer
see the need for separation of these two entity activities, and consistent with our ‘One
Company’ approach, I am happy to announce that Rubicon Limited is to be renamed
ArborGen Holdings Limited. Our NZX ticker will be changed to ARB effective end of the
month.

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So, to recap, we believe the foundation is firmly in place for ArborGen to offer increasing value
to shareholders in the future. We are committed to converting that position into
demonstrable value for shareholders, and the best way to achieve this is via share price
performance driven by earnings and cash generation. While current share price performance
is unquestionably disappointing, we are confident that as ArborGen continues to demonstrate
improved earnings and cash flows, share price growth will follow. As Chairman, and a major
shareholder, I am incredibly focused on share price appreciation.
Thank you – that ends my formal comments today.
I will now open up the floor to you to ask me and my fellow directors any questions you might
have.

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Rubicon Annual Shareholders’ Meeting – 17 September 2019



Andrew Baum - ArborGen CEO Address
Thank you David. It is a pleasure to be able to present ArborGen’s status and prospects to
you today. As David noted I became the CEO of ArborGen in 2012. Since that time we have
evolved to become the preeminent global supplier of seedlings to the forest industry, with
leading market shares in the United States, Australia/New Zealand and Brazil. We are the
global leader, focused on developing and commercializing advanced genetics products that
will transform forestry productivity.
As you are aware, Rubicon has also been through a period of significant change over the last
few years, including the sale of Tenon’s US distribution and manufacturing assets (Rubicon’s
single largest investment), which released the capital required for Rubicon to then acquire
International Paper’s and Westrock’s respective interests in ArborGen in 2017. This has
brought the strategic clarity that comes with a single owner focused exclusively on maximizing
ArborGen’s value. We have built upon that progress by moving towards a “One Company”
structure streamlining the group to reduce ongoing operating costs.
So, turning now to last year’s performance, ArborGen recorded US-GAAP underlying earnings
of US$6.1 million
1
. This is in line with updated guidance provided to the market in January this
year after confirmation from several of our customers that they were unable to re-plant
certain parts of their estates due to the effects of the extreme weather experienced last year,
and hence not take delivery of all of the seedlings they had initially ordered. This resulted in
the write-off of a substantial number of seedlings in the US, lowering US gross margin
percentage from 37.1% to the 34.8% reported, compared with 35.8% in 2018.
It is important to keep in mind though, that from a production standpoint, the 2019 season
represented a record seedling production year for ArborGen as we benefitted from various
yield enhancing initiatives; and the US$6.1 million
1
US-GAAP underlying earnings also
included a US$1 million loss in Brazil – which is still a developing market for us.
We sold 352 million seedlings globally in the March 2019 fiscal year – 279 million in the US,
23 million in Australasia and 50 million seedlings in Brazil.
In our single largest market – the US, 247 million of the 279 million seedlings sold were loblolly
seedlings, of which a record 92 million (or just over 37%) were advanced genetics (mostly
MCP) seedlings. This was up nearly 25% from 73 million advanced genetics seedlings sold in
the prior year, and is the key reason for the circa 40% growth in ArborGen’s US-GAAP
underlying earnings year-on-year.
[Present graph of sales mix for last 3 years]

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We will continue to leverage our preeminent position in the US loblolly pine market to
improve our profitability. Our focus is to extend our market leadership through:
 operational execution,
 continually validating our position as the market leader and
 differentiating ourselves from the competition,
 while driving sales and controlling costs.

We believe that we will achieve record unit sales and revenue in the current fiscal year in this
core market as a result of continued market share growth, as well as higher replanting levels
due to a combination of “catch-up” from previous year’s delays, damage caused by Hurricane
Michael to commercial plantations, and modestly improving timber prices in some markets.
We are currently sold out in the US - our order book is up over 15% (volume) on last year’s
final sales in seedling units.

This growth has been enabled by growth in ArborGen’s nursery capacity. Last year we entered
into an agreement with TexMark Timber Treasury (“TTT”) to lease and operate TTT’s 30
million seedling nursery in Texas, with the right to acquire the properties in 2023, along with
an exclusive multi-year agreement to supply TTT an estimated 15 million seedlings per annum
this fiscal year. This followed the execution of a long-term lease for the 30 million unit Taylor
nursery from the state of South Carolina in the prior year.
Unfortunately, prior year extreme weather events and MCP seedling losses in the nursery this
year will result in relatively flat MCP sales this fiscal year, and ArborGen not being able to
meet the increasing MCP demand we have generated. The prior weather events will also
adversely affect our unit seed costs for the current fiscal year, so although revenue will
increase substantially, gross margins in the US will be affected by these one-off costs which
will inflate unit seedling COGS this year. On a positive note, much stronger earnings y-o-y in
Australasia will more than offset this. I will comment on this further shortly.
Unquestionably, the most fundamental driver of ArborGen’s future earnings growth is
increased sales of advanced genetics seedlings in our core US loblolly market.
And in this respect, on the “supply” front, in spite of the impact of Hurricane Michael on MCP
seed supply, our previous significant investments in MCP orchard expansion will allow us to
overcome seed supply constraints over the next couple of years as our younger orchards
mature. The chart on this slide graphically show ArborGen’s future growth in MCP seed
supply.
[Include chart showing our MCP seedling supply growth – without a scale]

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On the “demand” front, our industrial customers are very aware of the increased value
advanced genetics offer, and we will work to leverage that perception to drive increased
conversion. Our new focus is on converting the private, non-industrial landowners, who
comprise more than 50% of the total US seedling market (and currently about 55% of our
sales). Our private landowner effort is underpinned by our ABCD strategy: Acquire, Build
confidence, Convert, Defend. This strategy recognizes that converting private landowners to
advanced genetics is a process, and the need to acquire new customers and gain market share
to achieve our advanced genetics sales’ targets. Investing in the human and other resources
necessary to demonstrate the clear benefits of our advanced genetics products is an integral
part of this program. One of the key elements of this programme that demonstrates this
approach is our Treelines blog which we distribute to current and potential customers. If you
are interested in seeing how we continue to differentiate ourselves as a technology leader,
we have a sign-up sheet for you to begin receiving the Treelines publication.

Turning then to our other regions ...
In Australasia, our leading market position and solid operational execution allowed us to
achieve our financial targets in the year ending 31 March 2019.
Our commitment to staying the course over the past few years in New Zealand and Australia
is now bearing fruit as we are very well positioned for substantial growth as reforestation
levels in both countries are now increasing. In New Zealand a combination of increased
harvesting due to the maturing of forestry estates planted in the early 1990s and the
government’s “One Billion Trees Program” have led to a major increase in plantings for the
year ending March 2020, and we are expecting record sales there this year. The Australian
market is also recovering after a downturn due to the collapse of the Management
Investment Schemes and we are sold out this year with a waiting list for any production that
becomes available.
As we begin planning for next year’s production in New Zealand we are paying close attention
to the impact of Chinese log exports on timber harvesting and as a consequence reforestation
levels, but we are hopeful that the market will remain strong based on our discussions with
our major customers concerning their upcoming seedling needs.
Brazil proved somewhat challenging in the year ending 31 March 2019. Our pine program
remained on track as we continued to increase volume at double digit rates, meeting or
exceeding our margin targets. But the eucalyptus markets were negatively affected by a
combination of factors, most notably the macro-economic environment and changes in the
ownership of several major forest owners leading to a reduction or cessation of reforestation
activities. As a result we reported a loss of circa $1 million in Brazil in the March 2019 fiscal
year.
We expect to report improved performance in the year ending 31 March 2020. In eucalyptus
the overall market environment has improved as reforestation rates are again increasing and
the value of our proprietary products is becoming clear as our field trials reach rotation age.
We are seeing higher eucalyptus margins and unit sales as a result.

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We also expect to report improved results as our pine sales continue to increase as their
superior performance continues to convince customers of their value. We continue to believe
that Brazil is a major opportunity for us, but will continue to calibrate our investments to the
level of success we achieve in realizing that opportunity.
In summary we believe that we have never been better positioned to increase the value of
the company. In the March 2020 fiscal year we expect to report record unit sales and
revenue, and improved bottom line performance on a global basis, although bottom line
performance will be affected somewhat by the factors I mentioned earlier (specifically, higher
“non-normal” seed costs depressing margins in the United States).
We have streamlined the group structure to reduce costs and built a solid operational
platform to deliver ever improving products to our customers in the world’s largest seedling
markets. This will allow us to continue to drive improved revenue, profits and cash flow in
the years to come.
Thank you for your time today, and your continued support as shareholders.

1
Non-GAAP information does not have a standardised meaning prescribed by GAAP, and may not be comparable
to similar financial 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 figure. It can be reconciled to our IFRS Net Earnings figure refer to Note 30 of the Rubicon Annual
Report 2019.

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17 September 2019
Page 1
Annual Shareholders’ Meeting -2019
Annual Shareholders’ Meeting -2019
David Knott
Chairman

17 September 2019
Page 2
Introduction of Board and management
Annual Shareholders’ Meeting -2019
Paul SmartGeorge AdamsAndrew Baum
Alex BrownSharon Ludher-ChandraGreg Mann
Introduction of Board and management
Annual Shareholders’ Meeting -2019
Ranjan TandonThomas AveryOzey Horton
Paul SmartGeorge AdamsAndrew Baum
Alex BrownSharon Ludher-ChandraGreg Mann

17 September 2019
Page 3
Agenda
ArborGen Review
Chairman’s Comments
Shareholder Questions
Resolutions
Refreshments
Annual Shareholders’ Meeting -2019
Andrew Baum
CEO

17 September 2019
Page 4
ArborGen Today
CEO of AborGen since 2012
We have become the pre-eminent global supplier of seedlings to the forest industry
Leading market shares in the US, Australasia and Brazil
Focused on advanced genetic products that will transform forestry productivity
Rubicon acquired 100% of ArborGen in 2017
Now a single owner focused on maximising value
The ‘One Company’ structure is reducing operating costs
ArborGen 2019 Performance
US GAAP underlying earnings US$6.1m in line with guidance in January
A write-off of substantial numbers of seedlings due to customers suffering
effects of extreme weather
US gross margin percentage lowered from 37.1% to 34.8% (compared with
35.8% in 2018)
Record seedling production in 2019 benefitting from yield enhancing
initiatives
The US$6.1m includes US$1m loss in Brazil, still a developing market

17 September 2019
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Seedling Sales
Global seedling sales in 2019 fiscal year were 352 million
279m in the US
23m in Australasia
50m in Brazil
In the US, 247m of the 279m seedlings sold were loblolly of which a record 37%
were advanced genetics (mostly MCP)
This is an increase of nearly 25% from 73 million sold in the prior year
The key reason for circa 40% growth in underlying earnings year-on-year
Seedling Salescontinued
US$m
0%
20%
40%
60%
80%
100%
201720182019
Loblolly Advanced GeneticsLoblolly OP

17 September 2019
Page 6
Market Position
We will continue to leverage our position in the US loblolly market to improve
profitability, extending market leadership by:
Operational execution
Validating our position as the leader
Differentiating ourselves from the competition; while
Driving sales and controlling costs
We believe we will achieve record sales and revenue in the current fiscal year
in the US loblolly market as a result of gaining market share, as well as higher
replanting levels
We are currently sold out in the US -our order book is up over 15% on last
year’s unit sales volumes
Nursery Capacity
Growth is due to 2018 agreement with TexMark Timber Treasury (TTT) to lease
and operate TTT’s 30m seedling nursery in Texas
We have a right to acquire the properties in 2023 and an exclusive multi-year
agreement to supply TTT
This follows the lease for the 30m unit Taylor nursery in South Carolina in 2017

17 September 2019
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Current Year Constraints
2018 extreme weather events and MCP seedling losses will result in flat sales in
fiscal 2019 and inability to meet growing MCP demand
Prior weather events will adversely affect unit seed costs for the current fiscal year
Although revenue will increase substantially, US gross margins will be affected by
these one-off costs
However stronger y-o-y earnings in Australasia will more than offset this
Key Driver of Growth –Advanced Genetics
The driver of future earnings growth is increased sales of advanced genetics
seedlings in the core US loblolly market
Supply
Previous investments in MCP orchard expansion will allow us to overcome
seed supply constraints as our younger orchards mature

17 September 2019
Page 8
Key Driver of Growth –Advanced Genetics continued
20182019202020212022202320242025202620272028202920302031
MCP supply availability
Key Driver of Growth –Advanced Genetics continued
Industrial customers are very aware of the increased value advanced genetics
offer and we will work to drive increased conversion
New focus is on converting private non-industrial owners that make up more
than 50% of the total US seedling market
Our ABCD strategy ‘Acquire, Build confidence, Convert, Defend’ underpins this
We must acquire new customers and gain market share
Investing in extra resources is integral to this programme
A key element of this programme is our “Treelines Blog”

17 September 2019
Page 9
Other Regions
Bullet list
Text
Text
text
Australasia
We achieved our financial targets in the year ending 31 March 2019
ArborGen is well positioned for substantial growth in NZ and Australia
In NZ increased harvesting and the government ‘s “One Billion Trees Programme” have led
to a major increase in plantingsand record sales and profits
Australian stock has sold out and we have a waiting list
Brazil
2019 was a challenging year
Pine remains on track however eucalyptus markets were negatively affected by the
economic environment and reduction in reforestation
We reported a loss of US$1m in Brazil for 2019 but expect improved performance in 2020
Eucalyptus reforestation rates are again increasing and value of our proprietary products
becomes clear as field trials reach rotation age
We continue to believe Brazil is a major opportunity
Summary
We believe we have never been better positioned to increase the value of
the company
FYE 2020 we expect record unit sales and revenue
The streamlined group structure will reduce costs and build a solid
operational platform
We will deliver ever-improving products to customers in the world’s largest
seedling markets
This will allow us to continue to drive improved revenue, profits and cash
flow in years to come

17 September 2019
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Annual Shareholders’ Meeting -2019
David Knott
Chairman
Investment Philosophy
Invest where the value proposition is abundantly clear
Jasper nursery in Texas cemented strong foothold in the market and
increased seedling capacity by 30m to approx. 400m seedlings in the US
Taylor nursery in South Carolina in 2017 also added 30m capacity
Committed US$4m annual spend on developing and expanding of advanced
genetics pipeline
Transitioning US customers from OP genetics to advanced genetics is where
the real earnings uplift will come from
Acquisition of ArborGen’s HQ facility and third-party lease will improve
earnings and cash flows by US$1m per annum

17 September 2019
Page 11
MCP Supply
Extreme weather conditions have constrained near-term MCP seed supply
Combined with seedling losses this year, MCP sales will be flat this year
Looking ahead, our increase in this year’s MCP seed harvest will increase MCP
sales by 10-15% in FY 2021
Beyond this, MCP seed supply will grow exponentially as our younger orchards
approach their maximum seed yielding years
This is the direct result of the investments made in expanding MCP orchard
capacity 5-10 years ago
Allows us to meet demand and build a buffer of inventory to mitigate
weather events
MCP seed supply is projected to more than double in three years
Projected Earnings
Absent extreme weather events we would have forecast double digit US-GAAP
underlying earnings for March 2020 fiscal year
However lower MCP seed availability resulted in a reduced target
We believe underlying earnings for FY2020 will be higher than FY 2019
Beyond the current fiscal year we believe we will have double digit US-GAAP
EBITDA with earnings increasing each year

17 September 2019
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Restructuring
Following the sale of Tenon and 100% acquisition of ArborGen, Rubicon’s
sole operating business is now ArborGen
Consistent with our ‘One Company’ approach Rubicon Limited will be
renamed ArborGen Holdings Limited
–Our NZX ticker will be ‘ARB’ effective at the end of the month
Summary
The foundation is firmly in place for ArborGen to offer increasing value to
shareholders in the future
Improving value for shareholders will be via share price performance driven by
earnings and cash generation
We are confident the share price will grow with improved earnings and cash flows
As Chairman and a major shareholder, I am incredibly focussed on share price
appreciation

17 September 2019
Page 13
Annual Shareholders’ Meeting -2019
Shareholder Questions
Annual Shareholders’ Meeting -2019
Resolutions

17 September 2019
Page 14
Resolutions
Resolution 1
To elect George Adams as a Director
Resolution 2
That, subject to the election of Mr Adams as a Director of the Company, to authorise that
NZ$150,000 of the NZ$800,000 maximum aggregate remuneration able to be paid to Directors in
2019, shall be payable to Mr Adams by way of an issue of shares in the Company (and not in cash),
in compliance with New Listing Rule 4.7.1 and on the terms described in Explanatory Note 2
Resolution 3
To authorise the Directors to fix Deloitte’s fees and expenses as the Company’s Auditor for the year
ended 31 March 2020
Resolution 4
The adoption of a new Constitution for the Company be approved
Annual Shareholders’ Meeting -2019
Refreshments