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Annual Report for Financial Year to 30 June 2019

Annual Report19 September 2019PGWIndustrials

Helping grow the country
Annual Report

For the year ended 30 June 2019

ANNUAL REPORT 2019 | 1
Net profit after tax of



131.8m

Operating EBITDA of



24.4m

Earnings per share (EPS) of

17.4

Fully imputed dividends of

15.0

per share

(on a post-share

consolidation basis)

($1.74 per share

on a post-share

consolidation basis)

Calendar

Contents

Annual shareholders’ meeting

22 October 2019

Half-year earnings announcement

26 February 2020

Year-end earnings announcement

18 August 2020

Introduction

2019 Highlights 2

Chairman and

Chief Executive Officer’s report 4

Our Company

Board of Directors 10

Executive Team 12

The year in review 14

Agency – Birch Hill Station 20

Retail & Water – Ātihau Whanganui Inc. 22

Agency – Gray Family 24

PGG Wrightson in the community 26

Environmental, Social and

Governance Reporting 28

Financial information

Key Financial Disclosures 29

Directors’ Responsibility Statement 30

Additional Financial Disclosures including

Notes to the Financial Statements 39

Independent Auditor’s Report 75

Governance

Corporate Governance and Board Charter 78

Statutory Disclosures 87

General Disclosures 92

Shareholder Information 94

Corporate Directory 96

Front cover: LeaderBrand S.I. General Manager Mike

Arnold monitors a young crop of broccoli with Fruitfed

Technical Horticulture Representative Malcolm Duncan

near Chertsey in the early morning in August 2019.

Financial

performance

highlights

The White Rock Station team wean calves with

PGG Wrightson Livestock Agent Andy Jennings

on the South Wairarapa Coast in March 2019.

PGG Wrightson Livestock Auctioneers John
Farrell and Greg Cook look for bids at the

Mt Arrowsmith calf sale in the Ashburton

Gorge in April 2019.

2 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 3

2019 Highlights

Go-Beef

and

Go-Lamb

products continue to

grow strongly with the

balance peaking at $49.3

million during FY2019.

The sale of Seed &

Grain to DLF Seeds

A/S was completed on

1 May 2019.

Fruitfed Supplies continues to grow the

bottom line due to the combination of a

strong horticulture sector and a leading

market position.

Net profit after tax benefited from the gain on

sale of the Seed & Grain business and led to a


record result for PGW

of $131.8 million.

To date, over 1,000 PGW employees have

completed the cognitive behavioural

safety programme Zero Incident Process.

A capital distribution

to shareholders of $234

million was completed

on 14 August 2019.

Stephen Guerin
CHIEF EXECUTIVE OFFICER

Rodger Finlay

CHAIRMAN

4 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 5

PGG Wrightson Limited (“PGW”, “the Group” or “the Company”)

delivered Operating earnings before interest, tax, depreciation and

amortisation (Operating EBITDA) for the year ended 30 June 2019 of

$24.4 million and net profit after tax (NPAT) of $131.8 million.

Chairman and

Chief Executive Officer’s Report

FY2019 has been a transformational

year for PGW, both for the business

and shareholders. The change brought

about by the sale of the Seed & Grain

business completed on 1 May 2019 was

significant for PGW with the proceeds

from the transaction paving the way for

a capital distribution to shareholders of

$234 million.

Our strategic relationship with the new

owners of Seed & Grain, DLF Seeds A/S, is

a positive one. While this deal has been

transformational for PGW, it remains

very much business as usual for our

frontline staff and our customers. We will

continue to work closely with the PGG

Wrightson Seeds team to bring their

products to our customers, and the seed

category will continue to be profitable

for our retail business.

Reflecting on FY2019, we believe it

was one of the most operationally

challenging of recent years. Farmer

confidence in parts of the agriculture

sector remains subdued, constraining

farm spending and therefore our

revenue growth over the year. This has

also been evident in recent months with

a discernible tightening in the credit

environment. This has seen a small

increase in our overdue debtors and

increased provisions taken at year-end

for doubtful debts.

As a result, PGW finished the year slightly

under the lower end of our Operating

EBITDA guidance range of $25 million.

On the other hand, net profit after tax

benefited from the gain on sale of the

Seed & Grain business and at $131.8

million is a record result for PGW.

It is important to note that this

Operating EBITDA result no longer

includes any contribution from the

Seed & Grain business which has been

reported as a discontinued operation

in our results for FY2019 and the

comparative prior year.

Nevertheless, we’ve chosen to continue

to invest in and build our business as

we plan for farm spending to recover.

Notably we’ve increased the pace of our

IT spend as a number of key projects are

being implemented.

We indicated in May that we expected to

end the financial year near the bottom

of our Operating EBITDA guidance

range given that we were cautious

about trading conditions through

the last quarter. As is often the case,

A transformational

year for PGW

On 1 May 2019, PGW announced

the completion of the sale of all

of its shares in PGG Wrightson

Seeds Holdings Limited to DLF

Seeds A/S.

Shareholders will receive a fully

imputed dividend of 7.5 cents

per share, which will be paid on

2 October 2019, making a total

of 15.0 cents per share (on a post

share consolidation basis) for the

financial year.

* The 2018 comparatives have been restated to present Seed & Grain as a

discontinued operation and for NZ IFRS 15.

2019 $M

2018* $M

Revenue

809.3

808.7

Gross Profit

219.5

220.1

Operating EBITDA

24.4

34.5

Net Profit After Tax

131.8

18.9

Net Cash Flow from

Operating Activities

(49.0)

5.8

“FY2019 has been a
transformational year for PGW,

both for the business and

shareholders.”

Rodger Finlay, Chairman


6 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 7

on farm conditions have had an influence on

performance in the sector and in turn PGW and

FY2019, was no exception.

The impact of Mycoplasma bovis (M bovis)

was felt across the Livestock and Rural Supplies

businesses. Most particularly with reduced

dairy herd settlements, a reduction in tallies, a

softening of demand for dairy beef, and a more

cautious approach to spending in the dairy sector

across a range of farm inputs.

Market conditions continued to challenge both

our Real Estate and Wool businesses with results

down on last year.

Commodity prices were generally strong,

especially in New Zealand dollar terms, therefore

many of our customers have enjoyed good

returns even where production reduced. This

flowed through to our Livestock business with

sheep and beef markets remaining strong and

continuing to strengthen. In addition, the

horticulture sector continues to go from strength

to strength with an increasing global demand

and a growing trend of conversion of livestock

farms to orchards and vineyards in key areas

across the country including Northland and

Marlborough which benefited Fruitfed Supplies

(Fruitfed).

On farm and market conditions

Looking back on the 2018/2019 season, on

farm conditions were positive for most of our

customers.

Above-average rainfall and temperatures

supported strong pasture growth across many

regions. The weather was less kind to our

horticultural and arable customers, though, with

cool conditions during key times during spring

affecting pollination and a hot, dry summer

limiting the yield potential of harvests.

Consequently, production estimates are a mix of

good and bad news compared to the 2017/2018

season. The Ministry for Primary Industries

estimates dairy production increased, similar

production levels in beef, lamb and pipfruit as

2017/2018, and reduced production in kiwifruit

and wine. Commodity prices were generally

strong, especially in New Zealand dollar terms.

However, the impact of M bovis on dairy and beef

and the pace of regulatory change that affects

the agriculture sector has kept farmer confidence

low. More recently, the proposal to increase the

amount of capital banks are required to hold

has the potential to reduce the amount of debt

capital that might be available to agriculture. As

a result, we are seeing a more cautious approach

to investment and expenditure from those

customers most impacted by these factors.

Our people

At 30 June 2019 PGW employed 1,800

employees (including casual, fixed-term,

commission and permanent staff ).

In early 2019, we concluded the Holidays Act

Remediation Project. The goals of this project

were to; comprehensively review calculations

back to March 2011, update our systems and

processes to ensure future calculations are in

line with the Holidays Act, and to remediate

any arrears.

Health, safety and wellbeing

Our health, safety and wellbeing culture will

continue to evolve as we move from a focus of

compliance to genuine safety and wellbeing

leadership. A key initiative, which supports this

change in focus, is the Zero Incident Process

(ZIP) programme (with over 1,000 employees

completing the ZIP programme to date).

We have continued to see an improvement

in our benchmark performance measures

for safety incident events with a reduction in

frequency rates for lost time of 35 percent and

frequency rates for total recordable injuries of

29 percent for this year (compared to the year

ended June 2018).

The wellbeing of our people and the

communities in which they operate is a focus

for PGW. Early in FY2019 we undertook an

employee assessment initiative with Dr Tom

Mulholland and his KYND wellness tool. Due

to the positive feedback from employees

regarding this initiative, we entered into a

sponsorship partnership with Dr Tom‘s ‘Walk the

Talk’ Wellness Tour, which commenced in early

FY2020.

Corporate structure review

The PGW Board commenced a review of the

corporate service model for the business,

following the divestment of the Seed & Grain

business in May 2019.

Outcomes from the review have been largely

implemented as we recalibrate our corporate

structure to capture efficiencies while also

configuring our back office to best serve our

customers and our re-sized operation. We

expect to see the benefit of reduced costs

flowing through progressively with savings in

excess of $2.5 million expected in FY2020.

Harvesting Starfire Wheat at

Haldon Pastures near Hororata

in Canterbury in February 2019.

8 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 9
Cash flow

Net Group cash flows were $199.6 million which

predominantly relates to the cash received for

the sale of Seed & Grain, leaving a cash balance of

$210.5 million at 30 June 2019.

Net cash flow (including the Seed & Grain

business), prior to sale, from operating activities

was a $49 million outflow. This outflow results

from investments in working capital including

investment in Go livestock products of $8.3

million. In addition, lump sum funding payments

of approximately $10.3 million were made to the

Group’s Defined Benefit Pension Scheme (Plan) to

bring the Plan into actuarial equilibrium in June

2019.

PGW negotiated and entered into new bank

facilities in July 2019 providing for core facilities

of up to $50 million and a working capital facility

of up to $70 million. It is pleasing to note that

very competitive terms have been struck for

these banking arrangements and this further

underscores the confidence in the fundamentals

of the business and PGW’s future.

Dividends

The Board has resolved to declare a fully imputed

final dividend of 7.5 cents per share, which will

be paid on 2 October 2019. This will effectively

bring the total fully-imputed dividends paid for

the year to 15.0 cents per share on a post share

consolidation basis.

Outlook

As noted earlier, with the significant change that

PGW has undergone over the last 12 months, we

believe that we are well positioned for the current

financial year and beyond.

As previously noted, we would anticipate that

the impact of M bovis on dairy and beef and

uncertainty regarding regulatory change affecting

agriculture will continue to impact confidence

levels in the rural sector. We are seeing a more

cautious approach to investment and expenditure

from our customers.

With continued strong global demand for protein,

and as livestock farmers and the wider industry

gain a better understanding and increased

confidence in the management of M bovis, we

believe we will see the positive effect of those

factors flow through into improved trading. We

are also buoyed by the ongoing confidence in

the horticulture sector and we anticipate that the

Fruitfed business will continue to go from strength

to strength as this sector grows.

Whilst it is too soon to provide firm guidance

about expectations for FY2020, the Board

considers that post implementation of the

corporate restructuring, and assuming a more

normal trading year and continuing confidence

in commodity prices, we expect to see PGW

achieving Operating EBITDA in excess of $30

million (before adjusting for the impact from the

new accounting standard for leases).

Strategy update

With the Seed & Grain transaction and the capital

return behind us, we are sharpening our focus

on the core PGW offerings that have made the

business a key part of the New Zealand agricultural

landscape for more than 160 years. The Board and

management team will be reassessing our strategy

and exploring opportunities to innovate and grow

our business as we continue to demonstrate to our

customers why PGW is their preferred partner for

their agri-business needs.

Governance changes

The PGG Wrightson Limited Board had a number of

membership changes:

Guanglin (Alan) Lai retired as Director and

Chairman of the Board effective 30 October

2018.

Joo Hai Lee was appointed interim Chairman

effective from 31 October 2018. Following the

appointment of Rodger Finlay as Chairman, Joo

Hai Lee became Deputy Chairman on 30 April

2019.

Rodger Finlay joined the Board as an

Independent Director and Chairman on 30 April

2019.

David Cushing and Sarah Brown were appointed

to the Board as Independent Directors on 30

April 2019.

Trevor Burt retired as Director and Deputy

Chairman of the Board effective 30 April 2019.

Bruce Irvine and John Nichol retired from the

Board effective 30 April 2019.

Lim Siang (Ronald) Seah retired from the Board

effective 31 August 2019.

Executive team changes

The PGW executive team had a number of changes:

Natalie Thain was appointed into an acting

role as General Manager Human Resources in

February 2019 on a fixed term basis to cover a

period of parental leave.

Ian Glasson stepped down as Chief Executive

Officer on 31 May 2019.

Stephen Guerin was appointed as Chief

Executive Officer on 1 June 2019, prior to

this appointment he was the Group General

Manager of Retail & Water.

Nick Berry was appointed General Manager

Retail & Water on 1 August 2019.

Acknowledgements

On behalf of the Board and management team,

we extend our thanks to the 1,800 outstanding

individuals who make up the PGW team, along with

our customers and suppliers.

Rodger Finlay

Chairman

Stephen Guerin

Chief Executive Officer

“Our health, safety and

wellbeing culture will

continue to evolve as

we move from a focus of

compliance to genuine

safety and wellbeing

leadership.”

Stephen Guerin, Chief Executive Ocer

10 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 11
RODGER FINLAY

BCom, FCA, CFInstD

Chairman

Rodger Finlay joined the PGG Wrightson

Limited Board on 30 April 2019 as an

Independent Director and Chairman, and

as a member of the Audit Committee. An

experienced Chairman and Company Director,

Rodger has governance skills specialising in

finance, natural resources, agriculture, media

and corporate recovery. Additionally, he has

amassed significant knowledge of financial

and jurisdictional systems globally having

conducted investment banking activities in

Australasia, South East Asia, Africa, the United

Kingdom, continental Europe and North

America.

After 26 years in the investment banking and

fund management areas, Rodger, since 2008,

now acts as a full time Company Director

and Trustee with governance assignments

in New Zealand and the UK. Rodger Chairs

both the Independent Advisory Panel of the

Provincial Growth Fund and NZ Post. He

holds directorships in Ngāi Tahu Holdings

Corporation, Moeraki Limited and Rural

Equities Limited. Rodger previously served

on the PGG Wrightson Agritech Governance

Board and retired in 2013.

JOO HAI LEE

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

Deputy Chairman

Joo Hai Lee was appointed as Deputy

Chairman of PGG Wrightson Ltd on 30

April 2019 and has been a Director since

31 October 2017. He is a member of the

Audit Committee. He was appointed as an

Independent Director of Agria Corporation in

November 2008.

Mr Lee, aged 63, has more than 30 years’

experience in accounting and auditing. He

was a partner of an international public

accounting firm in Singapore until his

retirement from the firm in 2012. He has

serviced clients in the manufacturing,

hospitality, insurance, insurance brokers and

other service industries. His clients included

large multinational corporations and listed

entities. His professional memberships

include those of the Institute of Chartered

Accountants in England and Wales, CPA

(Australia), ACCA (UK), Institute of Directors of

both Hong Kong and Singapore. Mr Lee also

sits on the Board of several listed companies

in Singapore and one in Hong Kong.

DAVID CUSHING

B.Com ACA

Independent Director

David Cushing was appointed to the PGG

Wrightson Limited Board as an Independent

Director on 30 April 2019 and is Chairman

of the Audit Committee. David is a former

investment banker. He is Executive Chairman

of Rural Equities Limited and a Director of

Skellerup Holdings Limited, H&G Limited and

Red Steel Limited and ASX listed Webster

Limited. David has previously been a

director of Williams & Kettle Limited, Fruitfed

Supplies Limited, Tourism Holdings Limited,

NPT Limited, New Zealand Farming Systems

Uruguay Limited and Wakefield Health

Limited.

SARAH BROWN

BA, LLB, CFInstD

Independent Director

Sarah Brown was appointed to the PGG

Wrightson Limited Board on 30 April 2019

as an Independent Director. Sarah is from

a rural background, having grown up on

a Southland sheep farm. She is a former

Commercial Lawyer who now holds a

number of Independent Director roles. Sarah’s

directorships include PowerNet Limited,

Electricity Invercargill Limited and OtagoNet

Limited and she was previously on the

Southern Institute of Technology Council for

11 years, six of them as Council Chair. She is a

member of the Independent Advisory Panel

for the New Zealand Provincial Growth Fund

and a Director of the Southland Regional

Development Agency. Sarah is a passionate

Southlander, strongly committed to regional

New Zealand’s economic development.

U KEAN SENG

LLB (Hons), B.Ec

U Kean Seng was appointed to the PGG

Wrightson Limited Board on 4 December

2012. He is Head of Corporate and Legal

Affairs for Agria Corporation, a role he has held

since December 2008. U Kean Seng previously

practiced as a partner at Singaporean law

firm, Shooklin & Bok LLP, focused on East Asia,

and he led a corporate finance team in Allen

& Overy Shooklin & Bok, JLV, an international

law venture partnership with London based

Allen & Overy LLP.

U Kean Seng previously sat as an Independent

and Non-Executive Director of several public

listed corporations. He received a Bachelor

of Laws (Honours) degree from Monash

University Australia. He is a Barrister and

Solicitor, Supreme Court of Victoria, Australia;

Advocate and Solicitor, Supreme Court of

Singapore and Solicitor of England and Wales.

In addition to his extensive legal knowledge,

U Kean Seng is also a qualified economist,

having completed his degree majoring in

Economics and Accounting, B.Ec at Monash

University, Australia.

GUANGLIN ALAN LAI

Alan retired as Director and Chairman of

the Board of PGG Wrightson Ltd effective

30 October 2018.

TREVOR BURT

Trevor retired as Deputy Chairman of

the Board of PGG Wrightson Ltd effective

30 April 2019.

BRUCE IRVINE

Bruce retired from the Board of PGG

Wrightson Ltd effective 30 April 2019.

JOHN NICHOL

John retired from the Board of PGG Wrightson

Ltd effective 30 April 2019.

LIM SIANG RONALD SEAH

Ronald retired from the Board of PGG

Wrightson Ltd effective 31 August 2019.

Board of Directors

Board of Directors; (left to right)

Lim Siang (Ronald) Seah,

David Cushing, Sarah Brown,

Rodger Finlay, Joo Hai Lee

and U Kean Seng.

12 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 13
Executive Team

STEPHEN GUERIN

Chief Executive Officer

Stephen was appointed Chief

Executive Officer of PGG

Wrightson Limited in June 2019.

Prior to this appointment he was

responsible for all aspects of the

Retail & Water group business

which includes the Rural Supplies,

Agritrade, Fruitfed Supplies and

Water businesses. He has worked

for PGG Wrightson Limited and

its predecessor companies for

31 years. He holds a Bachelor of

Business Studies (Accounting)

from Massey University. Stephen

is a Director of several Group

subsidiaries and a Director of the

PGG Wrightson Employee Plan

Trustee Limited.

NICK BERRY

General Manager Retail & Water

Nick was appointed General

Manager Retail & Water in August

2019. Nick joined PGW as New

Business Growth Manager for

Agritrade in 2014 and over the last

five years has grown the business

substantially. Prior to joining

PGW, Nick was General Manager

for RD1 for eight years and prior

to that National Operations

Manager. Nick has an extensive

track record of experience at

general management level. Nick’s

strengths are leadership, business

management, along with strong

sales and service focus, backed up

with a strong affinity for retail and

the agribusiness sector.

JULIAN DALY

General Manager Corporate

Affairs

Julian is responsible for the

Group Strategy, Marketing, Legal,

Corporate Communications,

Business Services, and Investor

Relations functions for PGG

Wrightson Limited. He is also

Company Secretary and previously

held a number of responsibilities

including, General Manager of

PGG Wrightson Real Estate Limited

and Internal Audit. Julian has

broad operational involvement

across the business and is

Chairman of the Credit Committee

and Risk Committee, Director of a

number of Group subsidiaries and

a Director of the PGG Wrightson

Employee Benefits Plan Trustee

Limited. He is a former General

Counsel of DB Breweries Limited

and has previously worked for

law firms in the Middle East and

New Zealand.

GRANT EDWARDS

General Manager Wool

Grant was appointed as General

Manager Wool in October 2017.

He is responsible for all aspects

of the Wool business including

procurement, logistics, sales

and wool export. Grant holds a

Bachelor in Agriculture Science

from Lincoln University majoring

in Wool Science. He began his

career in Livestock with Reid

Farmers Ltd in the mid 1980’s and

then joined their Wool Business.

He has held the position of Wool

Manager at Reid Farmers and Pyne

Gould Guinness Limited. Grant

more recently held roles with PGG

Wrightson being General Manager

Regions and Otago Regional

Manager, and General Manager

Insurance and Financial Services.

Grant has spent over 20 years

directly in the wool industry and

states, “once you have a passion

for wool it never leaves.”

PETER MOORE PETER NEWBOLD NATALIE THAIN NICK BERRY STEPHEN GUERIN GRANT EDWARDS PETER SCOTT JULIAN DALY

PETER MOORE

General Manager Livestock

Peter has been responsible for

the Livestock division since

August 2014. Prior to joining the

business, he headed up Fonterra’s

international farming ventures

business from 2008 until 2013,

responsible for developing and

implementing the strategy to

selectively invest in milk pools

outside of New Zealand and

Australia. His major focus was the

development of the scale farms

in China plus dairy development

in Latin America and Asia. Prior

to this Peter worked in Fonterra’s

risk management team and

before joining Fonterra in 2005

he managed AgResearch farms

across New Zealand. Peter grew

up on the family hill country

sheep and beef farm in the

Waikato and spent a number of

years managing this in partnership

with his family.

PETER NEWBOLD

General Manager Real Estate

Peter is the General Manager

of PGG Wrightson Real Estate

Limited, a role he has held since

September 2013. Peter was

previously General Manager

of New Zealand Sotheby’s

International Realty. Peter

was previously employed by

Wrightson Limited from 1995-

2005 during which time he

held a range of roles including

Marketing Manager and Business

Development Manager. Prior to

this, he had an extensive career

in retail ownership management

and franchising.

PETER SCOTT

Chief Financial Officer

Peter was appointed as PGG

Wrightson Limited’s Chief

Financial Officer in March 2015

and leads the finance function.

Peter started his career at

Fletcher Challenge and has

broad multinational experience

spending five years in Scandinavia

where he was the Vice President

of Accounting and Tax for Norske

Skog, a large global newsprint

and magazine paper producer.

He relocated to Australia in 2005

and was appointed to the lead

finance role for the Australasian

region for Norske Skog. In 2008

Peter joined Gloucester Coal

Limited, an Australian Securities

Exchange listed mining company

as the Chief Financial Officer.

In 2010 he joined the majority

shareholder Nobel Group, a leader

in managing the supply chain of

agriculture, energy, metals and

mining resources, headquartered

in Hong Kong and listed in

Singapore. He was the Chief

Financial Officer for Noble Group

in Australia.

NATALIE THAIN

General Manager Human

Resources (Acting)

Natalie was appointed into an

acting role, to cover maternity

leave, as General Manager

Human Resources in February

2019. Natalie leads our Change

Management, Human Resources

Shared Services, Human Resources

Business Partnering and Safety,

Wellbeing and Environment

functions. In this role she oversees

the PGW People Strategy with

the foundations of this being

performance, leadership and

culture. Natalie has worked in

a wide range of senior human

resource management consulting

and in-house roles both in New

Zealand and abroad with a

specialist focus in working with

Executive teams and Boards

on Business Transformation,

Organisational Design and

Change Management and

Leadership Development. In

addition to her human resources

and governance consulting,

Natalie is also an Independent

Director on a number of local

Boards including that of the

Crusaders.

IAN GLASSON

Chief Executive Officer

Ian was Chief Executive Officer and stepped down on 31 May 2019.

14 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 15
The year

in review

The Company has two operating groups;

Retail & Water and Agency.

Harvest is complete at Matahiwi

Estate, near Masterton in late

March 2019.

Livestock
The largest business within the Agency

group is Livestock.

Livestock is principally an agency

business, with revenue predominantly

reflecting commissions earned on the

trading of livestock. Consequently, the

key drivers of business performance are

the volume and value of livestock traded.

The Operating EBITDA performance of the

Livestock business was back 7.8 percent

on their strong FY2018 result.

Livestock was down on earnings at the

half year mark and did not recover to

the extent expected over the second

half, despite strong sheep and beef

commodity pricing and demand.

Unfortunately, the effects of a wet spring

lingered and the added impact of a dry

autumn compounded already difficult

feed supply conditions at that time across

most of the country. This delayed the

finishing of sheep and cattle, with many

farmers holding onto stock through until

the late-autumn and into the winter

months.

Livestock tallies for all stock categories

across all sales channels were marginally

lower year on year. A key contributor to

the lower tallies was the effects of M bovis

on the dairy sector which impacted dairy

herd settlements and farmers trading

dairy beef.

The demand for Go products continues

to grow strongly, with the balance

peaking at $49.3 million during FY2019.

As a consequence, the total number of

stock cycling the scheme increased from

FY2018, with 309,035 sheep and 44,862

cattle entering the scheme this year. We

expect the demand for Go products to

continue to grow in the years ahead, so

we are considering alternative funding

options.

Innovation continues to be a focus for

the Livestock team with a major project

coming to fruition during the year. PGW’s

new online livestock trading channel,

bidr®, was delivered to market during

the last quarter of FY2019. bidr® has

the potential to be a gamechanger in

the livestock trading market with strong

interest from the industry to date. In

addition, digital tools for the highly

mobile Livestock team were delivered

throughout the year to keep agents up to

date with the latest market intelligence.

Livestock has continued its focus on its

people during FY2019. This year saw

the successful completion of the fourth

Livestock Trainee programme allowing

for graduates to take up positions around

the country. Keeping our people safe was

another key focus with resource added

to further support the health, safety and

wellbeing of the team.

The sale yards rationalisation project

continues with the focus being to create

efficiencies and enhance the welfare of

animals and the safety of our people.

Real Estate

The Real Estate business has been

challenged by a soft rural market due

to a number of factors but particularly

the changes to the application of the

Overseas Investment Act resulting in

a tightening of foreign investment

requirements. In addition, high farm

values, the impact of M bovis on the dairy

sector, along with increasingly regulatory

compliance requirements, and changes

to bank lending criteria impacted the Real

Estate result.

Despite these difficult conditions, the

business completed a number of market

leading sales in the horticulture and

sheep and beef sectors. The Lifestyle and

Residential sectors again performed well

with continued growth in both areas.

Wool

This year the Wool business was

negatively impacted by continued

depressed crossbred wool prices globally,

a reduction in the number of bales sold

compared to FY2018, and poor trading

conditions for the export business.

Last year’s strong result was buoyed by

the sale of stockpiled wool, whereas

this year’s result is more reflective of the

subdued market of FY2017.

Insurance and Finance Commissions

Our Insurance and Finance businesses

earn commissions from Aon Insurance

and Heartland Bank. These businesses

performed broadly in line with the

corresponding period last year.

PGW Livestock Area Manager

Maurice Stewart auctions a

pen of lambs at the Feilding

Saleyards in January 2019.

16 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 17

2019 $M2018 $M

Revenue

193.8

200.6

Operating EBITDA

15.4

20.1

Our Agency group incorporates the Livestock, Wool and Real

Estate businesses, as well as our referral commissions for

insurance and finance services.

Agency’s Operating EBITDA was back 23.4 percent on last year.

Agency group

Our investment in technology and people
continues. The roll out of our new retail

point of sale system in the first quarter of

FY2019, along with the team progressing

the discovery phase of the e-commerce

project reflects the group’s focus on

technology. A key aspect of the group’s

strategy is its continued investment in its

people - with one of the key goals being

to enhance technical expertise which in

turn adds value to customers.

A factor in the reduction in Operating

EBITDA for the group was a claim event

noted in our half-year results in February

2019. A settlement was reached with

our supplier that partially compensated

PGW for the consequences arising from

the supply of their defective product

with a financial impact of approximately

$1.8 million that was not recovered. In

addition, higher fuel prices over the year

also impacted earnings in Retail & Water

along with other parts of our business.

Rural Supplies

The Rural Supplies business has a core

foundation centred on the agronomy

categories of agchem, seed and grain, and

fertiliser. We proudly position ourselves as

providing the best product and technical

advice to our customers, which in turn

adds value to the specific requirements

of their farming operation. We believe

the evidence of this is reflected in the

continued strong performance of our

market share in these agronomy input

categories.

Fruitfed Supplies

The strong performer within the Retail

& Water group continues to be Fruitfed

Supplies (Fruitfed).

Market conditions for the horticultural

sector remained positive throughout the

2018/2019 season despite some adverse

conditions at key pollination, growing and

harvesting periods.

For example, our export onion grower

customers in the Pukekohe area and

Canterbury region received strong

returns for their produce that market

commentators say is the best price they

have received in the last 30 years.

The development of orchards and

vineyards around the country continue

to drive revenue growth for Fruitfed.

In particular we have seen significant

development in Northland, a region

ideally suited to grow avocados,

grapes and pipfruit. This investment in

development by many of our customers

was offset slightly by a reduction in

demand of inputs for winery ingredients

for the 2019 vintage due to favourable

autumn climatic conditions during the

critical harvest period.

Agritrade

The Agritrade business continued its

growth year on year with revenue up on

the same period last year due to product

acquisition and increased distribution

services. Time Capsule sales were back on

FY2018 as conditions were not conducive

for facial eczema.

Looking forward, new product initiatives

are expected to deliver increased margin

to the group.

Water

The star performer in our Water business

was Advanced Irrigation Systems (AIS).

This business had an impressive year

due to an established growth strategy

around golf, landscape, sports turf and

horticulture with major developments

at prestigious sites such as the Royal

Auckland and Grange Golf Club and the

Millbrook Resort near Arrowtown. The

pleasing performance of AIS is set to

continue, with a number of major projects

in the pipeline.

Elsewhere in the Water business, the

performance continued to disappoint

largely due to a lack of on farm

development. Therefore, it was deemed

prudent to re-size the Water business’s

cost base. We believe that the benefits of

this restructing will flow into FY2020.

PGG Wrightson Technical Field Representative

Nikki Barbarich-Waikari inspects a paddock of

Clover Plantain with Rob Faulkner at Wairakaia

Station near Young Nick’s Head on the East Coast

in November 2018.

18 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 19

2019 $M2018 $M

Revenue

611.7

603.8

Operating EBITDA

19.6

23.8

The Retail & Water business incorporates Rural

Supplies, Fruitfed Supplies, Agritrade and Water.

Retail & Water’s Operating EBITDA was back $4.2

million on the record result of FY2018.

Retail & Water group

20 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 21

Just a short drive from the township of

Martinborough is the picturesque Birch

Hill Station, a sheep and beef breeding

operation. The 1604 hectare (1300

hectare effective) Station is owned by the

Baigent family and has been managed

by Stuart and Caroline Ross since March

1997.

Considered hard country, Birch Hill Station

includes steep hill land with some flats.

The Station runs 300 Hereford breeding

cows and 70 replacement heifers, along

with 6,100 Romney/Texel breeding ewes.

Birch Hill Station Manager Stuart Ross

describes their farming operation as

traditional sheep and beef breeding on

summer dry country. The male lambs are

all gone by the first week in December,

approximately 45 percent of these lambs

are sent to the works and the balance

sent store (the 2018 lambing season was

exceptional with 60 percent of the male

lambs sent to the works). All the white

face Angus Hereford steers are sold at

auction, with Hereford bull calves sold

on farm. Weaner white face heifers are

retained until the spring and sold privately

as a breeding proposition.

Stuart said, “Despite the land being prone

to drying out, we have a strong focus

on getting weight on capital stock and

optimising pasture. Our investment in

genetics over a number of years is really

paying off with an increase in scanning

and docking rates year on year, along

with improvements in weaning weights.

We keep pushing for better results and

we need to work with people who can

help us with that. That’s where the PGG

Wrightson (PGW ) livestock team come

into play with forward knowledge and

expertise in the market.”

“In the 22 years we have been here we

have been lucky enough to have had a

long-lasting relationship with Livestock

Agent Jim Brasell who retired a few years

ago, and more recently with Rihi Brown.

It’s good to work with a team you know

PGG Wrightson Livestock

Trainee Programme

This highly competitive 18-month

programme was developed to

provide successful applicants with

the exposure, education and hands-

on training to support a career as a

PGW Livestock Agent.

This nationally recognised

programme, which has successfully

attracted young people into the

livestock industry since 2016,

provides a well-rounded PGW

experience with short term

placements with livestock teams

in other regions, along with time

working alongside other PGW

business units such as Wool, Real

Estate, Water and Rural Supplies.

A long-lasting

relationship

continues

The Wairarapa is a region

of contrasts, featuring

rugged coastlines, fertile

plains and hard hill

country. The region is

well known for producing

quality sheep and beef

stock that move well o

the hills.

AGENCY

LIVESTOCK

and who knows how you operate. It

helps when they understand how we like

to get things done.”

“Rihi worked alongside Jim for a couple of

years before he became our agent, which

included his trainee tenure, so we knew

him well. The transition was seamless.

Rihi is positive and proactive. He looks for

opportunities,” said Stuart.

PGW Livestock Agent Rihi Brown was

born in Martinborough, so he knows the

farming community well. Rihi entered

the PGW livestock trainee programme

in November 2015. After his trainee

programme finished he remained

working alongside Jim until August

2017. At that time, he took over the area

formerly serviced by Jim, who retired. As

a sheep and beef specialist, Rihi services

customers in the South Wairarapa area

from Carterton to Martinborough to the

coast.

Rihi said, “It’s a dream job for me. I really

enjoy working alongside farmers and

seeing a range of farming operations.

Stuart and Caroline Ross are very good

operators and they are respected in the

community for producing exceptional

stock at Birch Hill Station which attracts

regular repeat buyers.”

“To be a livestock agent you need to

understand and respect how each

customer operates. It’s also important

to seek out opportunities for customers,

as every year brings different conditions

- so they need to modify their farming

operation to maximise those unique

climatic and market conditions. It’s

definitely a career I would recommend.

As I went through the training

programme, I got great support from

the local team. PGW have a network of

agents throughout the country so it’s

good to have that back up too,” Rihi said.

PGG Wrightson Livestock Agent Rihi Brown

and Stuart Ross of Birch Hill Station wean and

draft calves for the Masterton Weaner Sale in

late March 2019.

22 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 23
Large-scale

operation demands

technical expertise

Awhi is an extensive operation comprising

sheep and beef, a dairy farm, forestry and

an apiary. The operation incorporates

eight stations with a total land area of

42,000 hectares (ha).

Awhi Business Manager Farming Siwan

Shaw said, “we run a large operation

with many moving parts, so we need

to partner with technical experts who

understand the complexity of our

operation. We have been working with

PGW for many years, across a number of

business units, but primarily with the rural

supplies (agronomy, pasture and cropping

technical expertise) and livestock teams.”

PGG Wrightson Technical Field

Representative Nathaniel Turner has

worked with Siwan and the station

managers for over four years.

Nathaniel said, “located within the Central

Plateau area, Awhi has the advantage

of nutrient rich volcanic soil, however

the topography ranges from flat highly

productive land including Whanganui

river flats (100 metres above sea level)

through to hard hill country (with an

altitude of up to 700 metres above sea

level). I work with the team to plan

and support a crop and agronomy

programme to suit the variation in

growing conditions across the farming

operation. Climatic conditions can be

extreme with very challenging summers

and wet, cold winters, so that’s another

factor we need to consider.”

“In early June every year, we start

preparing a crop management plan for

all eight stations for the year ahead. The

programme includes pasture and winter

cropping, along with trial crops. In mid/

late spring we sow pasture and in late

spring we sow winter feed including

brassica and fodder beet.”

“Collectively the eight stations annually

sow 900 ha of both short and long-term

pasture, and sow 650 ha of winter feed

(brassica and fodder beet). So, it’s busy all

year round.”

“Pasture and summer forages are grown

to increase livestock performance. Chicory

Ātihau Whanganui

Incorporation

Awhi, which was established

in 1970, comprises eight

stations.

The operation covers 42,000

ha (20,000 ha in farming

operation under pasture).

The farm runs 75,000 Romney

and Perendale breeding

ewes, 4,200 Angus breeding

cows and milks 700 Friesian

cows.

Produces its own brand of

honey from 2,400 beehives.

The farm’s established

woodlots cover 728 ha.

Awhi represents the interests

of over 9,000 shareholders.

RETAIL & WATER

TECHNICAL

PGW Technical Field Representative Nathaniel

Turner inspects a crop of Sovereign kale at

Awhi’s Tawanui Station in May 2019. The crop

is thriving at 700 metres above sea level in the

Station’s nutrient rich volcanic soil. The crop

was sown in early January and will be utilised

as winter feed in late July 2019.

Under the gaze of

Mount Ruapehu in the

Waimarino area in the

central North Island lies

the Ātihau Whanganui

Incorporation (known

as ‘Awhi’) farming

operation.

and clover swards provide a source of

high-quality feed which has the ability to

achieve higher growth rates in livestock

compared with a straight grass-based

system. A plantain/clover mix has been

adapted for a rich source of feed for

lambing and lactation to increase yields

at weaning (it is also used in the finishing/

fattening system).”

“Brassicas and fodder beet are sown

for high quality bulk winter feed where

feed demand is at its highest in periods

of pasture feed deficit. Cropping is also

part of Awhi’s pasture renewal process

which involves a two-year rotation from

existing under-performing pasture back

into a high performing pasture, which

contributes to an overall lift in farm

productivity,” said Nathaniel.

Siwan Shaw said, “Nathaniel understands

our business and provides technical

expertise that we don’t have within

our team. However, due to the scale

and complexity of our operation we

don’t expect Nathaniel to have all of the

answers. So, it’s great that PGW have a

team of technical experts who provide

Nathaniel with support when he needs

it, so he is able to draw on that expertise

and can come back to us with a solution

quickly.”

Nathaniel concludes, “Awhi’s team are

innovative and future focused, so we are

always planning ahead and thinking of

ways to further enhance what is already

a high performing operation. This makes

my job both challenging and rewarding

and I wouldn’t have it any other way.”

Working with PGW

Nathaniel Turner joined the PGW

team in a customer service role in

the Ohakune rural supplies store in

December 2011. He moved into a

Technical Field Representative role

four years later, servicing the wider

Ohakune area. Along with Nathaniel,

the Awhi team also work closely with

Senior Livestock Agent Simon Luoni.

It was a big change for the Gray family as
they had been farming in Southland since

1975. However, the move to Canterbury

gave them the opportunity to farm

together as a family, as their previous

properties had been spread over an

area of 15 kilometres. Barry and Richard

knew they could work smarter on one

property, but it had to be the right one.

Hakataramea Station was it.

When their move to Hakataramea Station

was complete, they turned their attention

to the sale of their remaining Southland

property, Crosslea Farm. Located 30

minutes from Edendale, the 265 hectare

farm was ideally suited to dairy support

and grazing.

The Gray family contacted PGG Wrightson

Southland Real Estate Manager Andrew

Patterson to market the property on

their behalf. Interest in the farm was

muted due to a number of factors

AGENCY

REAL ESTATE

PGG Wrightson Southland Real Estate Manager

Andrew Patterson takes a final look over Crosslea

Farm with vendors Barry and Heather Gray, the

day before their clearing sale in May 2019.

negatively impacting the dairy industry

at that time. With that in mind, the Gray

family decided to continue to farm the

property until the market picked up, with

Andrew continuing to monitor interest

and identify opportunities for the sale of

Crosslea Farm.

In 2016 the market picked up, so the Gray

family listed the property. Interest in

Crosslea Farm as a grazing unit to support

local dairy farmers increased partly due to

the effect of Mycoplasma bovis (M bovis)

in the Southland region – as it allowed

farmers to graze their animals on land that

was M bovis free.

Andrew fielded a number of enquiries,

resulting in the property being sold to

a local dairy farmer in November 2018.

Handover took place in May 2019.

Barry Gray said, “Southland is a close

community and we only work with

people who we trust and who have a

good reputation. Andrew is one of those

people. He’s straight up front and given

his extensive experience in the region we

knew he could manage the complexity

that M bovis may add to any potential

sale. While the farm wasn’t infected

with M bovis, there were a number of

conditions related to the sale that we had

to comply with.”

“We were all delighted with the outcome

Andrew got for us. The proceeds of the

sale will fund future development at

Hakataramea Station. Since we bought

the Station our family has grown with the

arrival of Ben, Sophie and Phoebe so these

funds will allow us to set up the farm for

the next generation too,” Barry said.

Andrew added, “Timing is everything in

real estate. While the Gray family had a

great property to market, the demand

wasn’t there in 2008. They were in a

fortunate position of being able to retain

and manage the land in the interim.

When the market did pick up, we got a

good price for the property, with both

vendor and buyer pleased with the

outcome.”

24 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 25

Working with PGW

Andrew Patterson is the PGG

Wrightson Southland Real Estate

Manager and has sold rural real

estate in Southland since 1993.

Prior to that he held the role of

Livestock Agent for 12 years with

the company.

Trust and reputation

results in a

successful outcome

In 2008 Barry and Heather Gray, their son Richard,

and his wife Juliet, bought Hakataramea Station

near Kurow in South Canterbury.

26 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 27
PGG Wrightson

in the community

PGW people have lived and worked alongside our

customers throughout rural New Zealand for over 160

years. As a result, we have been part of and supported

rural communities for multiple generations. Therefore,

we are proud to support a range of community and

industry events throughout the country.

Cash for Communities

The Cash for Communities programme is

run by PGW and Ballance Agri-Nutrients.

To date the programme has raised

over $500,000 for rural communities

throughout New Zealand. For every tonne

of qualifying Ballance Agri-Nutrients

fertiliser purchased by PGW customers

who have registered for the programme,

PGW and Ballance donated $1 to

the customer’s choice of community

programme.

The ninth season of Cash for Communities

ran in spring 2018, with over 300 farmers

registering a community programme of

their choice, raising over $19,000. Tatuanui

School near Morrinsville was one of the

recipients of this year’s programme,

with the students also receiving three

iPads for being the school with the most

nominations in the North Island.

Supporting the Horticulture Sector

Fruitfed Supplies has a long association

with the Young Horticulturalist, Young

Grower of the Year and Young Viticulturist

of the Year competitions.

IHC Calf and Rural Scheme

PGG Wrightson Livestock and the IHC

have enjoyed a close working relationship

for over 30 years to jointly deliver the IHC

Calf & Rural Scheme.

The Scheme provides funds which allow

IHC to deliver services to people with

intellectual disabilities and their families

by facilitating donations from farmers

throughout New Zealand. The amount

raised to date totals more than $37

million.

However, the format of the Scheme

which ran in FY2019 differed to previous

years due to the risk of the Scheme

spreading M bovis. In July 2018 the IHC, in

consultation with the Ministry for Primary

Industries and PGG Wrightson Livestock,

made the difficult decision to ask farmers

to donate a ‘virtual calf ’ or to organise

transport for calves to sale themselves.

This new approach resulted in less funds

achieved compared with previous years,

yet despite those challenges $760,000

was donated by farmers to the IHC.

In addition to our support of IHC, the

Livestock business supports a number of

sheep and beef associations, along with a

number of livestock competitions across

New Zealand.

Supporting industry events, A&P

Shows and regional field days

National Shearing Circuit

PGG Wrightson Wool is proud to support

our country’s shearers through the

National Shearing Circuit sponsorship.

The PGG Wrightson Wool National

Shearing Circuit is a prestigious

competition celebrating excellence in the

skill of shearing. The competition is made

up of heats held across New Zealand

between September and March, with

the final held at the Golden Shears in

Masterton in March each year.

The 2019 PGG Wrightson Wool National

Shearing Circuit overall winner was

Paerata Abraham from Masterton.

A&P Shows, regional field days and

Fieldays NZ

PGW is proud to be involved with

numerous Agricultural and Pastoral shows

(A&P) and field days throughout the

year. These events bring the local rural

community together and provide us with

the opportunity to acknowledge the

ongoing support of our customers.

This year, we were delighted to win the

award for the best large site and the

Hamish Reid Memorial Trophy for the

Best Overall Site at the South Island

Agricultural Field Days.

Supporting Māori Excellence in

Farming

The Ahuwhenua Trophy, Te Puni Kōkiri

Excellence in Māori Farming Award

acknowledges and celebrates business

excellence in New Zealand’s pastoral

sector (to date alternating each year

between dairy and sheep and beef with

horticulture to be included from 2020).

The 2019 sheep and beef competition

was won by Eugene and Pania King of

Kiriroa Station near Gisborne.

Luka Erikson enjoys spending

time with a calf born on his aunty’s

Southland dairy farm.

28 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 29
RGT Planet barley (foreground)

and Nomad white clover

(background) thrive at the

Redfern family’s Aberdeen Farm

on the banks of the Rakaia River

in December 2018.

PGG Wrightson’s purpose

is to help grow the

country. To achieve

this purpose, we must

do the right thing by

our shareholders, our

people, our customers

and ultimately for the

benet of our country and

environment.

PGW has been part of rural New Zealand

for over 160 years and we take pride in

our stewardship role in conjunction with

our customers and stakeholders to ensure

that the agricultural sector continues

to prosper in a sustainable way for the

generations to come.

PGW’s overall strategy and framework

for environmental and social reporting

remains under development as this area

rapidly evolves, however PGW has a

number of current initiatives in place to

assist us in achieving our purpose.

Some of the initiatives we have in place

across the three key areas of reporting are:

Environmental

Using, trialling and investing in

technological innovation and

developments in both our own

activities and in the products and

services that we sell, to help reduce

our own environmental impact and

that of our customers, and improve

efficient and sustainable agriculture

methods.

Investment in training and upskilling

of our technical team, who are expert

in the areas of agronomy, soil science,

horticulture and animal health.

Adopting and modelling best practice

animal welfare methods in our

Livestock business, including working

closely with the Ministry of Primary

Industries (MPI) to help develop

industry policy and regulation and

ensure compliance. An example is

the development and use of MPI’s fit

for transport app to improve animal

welfare.

Launching our online livestock

trading channel, bidr®, in the third

quarter of FY2019 which we expect

will contribute positively to reduced

unnecessary transport of livestock,

resulting in less disease transmission,

enhanced animal welfare and better

efficiencies.

Embarking on a review of saleyard

efficiency and utilisation.

Making available the latest irrigation

technology to allow for efficient use

of water and technological innovation

to reduce the operating noise of frost

machines.

Implementing a new supply chain

risk assessment tool in our Agritrade

wholesale product business

regarding supplier selection and

product sourcing and manufacturing,

developed in accordance with New

Zealand Food Safety Authority Good

Manufacturing Practice and MPI

compliance requirements.

Refining our Approved Handler

policies for hazardous chemicals.

Reviewing our own energy use,

waste, pollution and natural resource

conservation in our procurement,

property and fleet functions, including

implementing a recycling process for

cardboard and paper at all PGW and

Fruitfed Supplies stores.

Continuing to support the Agrecovery

recycling programmes.

Social

Health, safety and wellbeing is a key

focus of our Board, our Executive team

and our people, with a number of

new initiatives as outlined on page 7.

PGW has a series of human resources

policies which reference and are

actively compliant with current

New Zealand employee and health

and safety legislation, supported by

our Code of Conduct and our core

company values – accountability,

leadership, integrity, smarter and

teamwork.

PGW proudly supports the rural

communities in which we operate

with a number of community and

sponsorship arrangements as set out

on page 27.

In supply chain management,

our supplier contracts insist on

compliance with specified human and

social standards including working

conditions, ethical behaviour, anti-

bribery, no child labour etc.

Governance

PGW applies best practice governance

and risk management procedures,

including:

PGW uses accurate and transparent

accounting methods.

Shareholders are given an opportunity

to vote on important issues.

Governance measures as outlined in

PGW’s Corporate Governance and

Board Charter on page 78.

Changes to nancial reporting

Our nancial reporting has changed as a result of the sale of the Seed & Grain business to DLF Seeds A/S.

The key change is:

For the statement of prot or loss, we have removed the impact of Seed & Grain from the respective prot

or loss lines and disclosed Seed & Grain’s result in a separate discontinued operations line. Note that this

treatment also applies to the comparative period.

Please note that the statement of cash ows includes the Seed & Grain business (up until the date of sale) and

the comparative period statement of nancial position (balance sheet) includes the Seed & Grain business.

Key Financial Disclosures

For the year ended 30 June 2019

Environmental, Social and

Governance Reporting

KEY FINANCIAL DISCLOSURES
PGG WRIGHTSON LIMITED

STATEMENT OF PROFIT OR LOSS

For the year ended 30 June 2019

30 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 31

PGG WRIGHTSON LIMITED

DIRECTORS’ RESPONSIBILITY STATEMENT

FOR THE YEAR ENDED 30 JUNE 2019

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

position of the Group as at 30 June 2019 and the financial performance and cash flows for the year ended on

that date.

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

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

the relevant financial reporting and accounting standards have been followed.

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

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

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

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

entities (together the “Group” ) set out on pages 31 to 74 for the year ended 30 June 2019.

The financial statements contained on pages 31 to 74 have been authorised for issue on 12 August 2019.

For and on behalf of the Board.

Rodger Finlay David Cushing

Chairman Director and Audit Committee Chairman

2019 2018*

NOTE $000 $000

Continuing operations

Operating revenue 1 809,255 808,695

Cost of sales 2 (589,714) (588,600)

Gross profit 219,541 220,095

Other income 241 221

Employee expenses (123,311) (117,935)

Other operating expenses 3 (72,006) (67,794)

Equity accounted earnings/(losses) of investees (40) (72)

Operating EBITDA 24,425 34,515

Non-operating items (4,482) 136

Holidays Act 2003 remediation costs 18 2,303 (7,160)

Impairment and fair value adjustments 4 (3,187) (1,086)

Depreciation and amortisation expense (9,362) (6,918)

EBIT

9,697 19,487

Net interest and finance costs 5 (6,067) (6,901)

Profit from continuing operations before income tax 3,630 12,586

Income tax benefit/(expense) 6 370 (3,582)

Profit from continuing operations, net of income tax 4,000 9,004

Discontinued operations

Results from discontinued operations, net of income tax 7 (6,475) 9,883

Gain on sale of discontinued operations, net of income tax 7 134,281 –

Profit from discontinued operations, net of income tax 7 127,806 9,883

Net profit after tax 131,806 18,887

Profit attributable to:

Shareholders of the Company 131,123 17,964

Non-controlling interest 683 923

Net profit after tax 131,806 18,887

Earnings per share

Basic earnings per share (New Zealand Dollars) 8 0.174 0.024

Continuing operations

Basic earnings per share (New Zealand Dollars) 8 0.005 0.012

* The 2018 comparatives have been restated to present Seed & Grain as a discontinued operation and for NZ IFRS 15.

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

David Cushing

KEY FINANCIAL DISCLOSURES
32 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 33

PGG WRIGHTSON LIMITED

SEGMENT REPORT

For the year ended / as at 30 June 2019

(a) Operating Segments

Following the sale of Seed & Grain and its reclassification to

discontinued operations, the Group has two primary operating

segments, Agency and Retail & Water, which are the Group’s strategic

divisions. Agency and Retail & Water operate within New Zealand.

The two operating segments offer different products and services,

and are managed separately because they require different skills,

technology and marketing strategies. There is a Group General

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

analysis may be provided to management where there are significant

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

Chairman of the Board reviews internal management reports on each

strategic business unit on at least a monthly basis.

The Group’s segments are described below:

– Agency: Includes rural Livestock trading activities, Export

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

– Retail & Water: Includes the Rural Supplies and Fruitfed retail

operations, PGG Wrightson Water, PGW Consulting, Agritrade and

ancillary sales support, supply chain and marketing functions.

– Other: Other non-segmented amounts relate to certain Group

Corporate activities including Governance, Finance, Treasury, HR

and other support services (including corporate property services)

and include consolidation/elimination adjustments.

– Discontinued operations: Pertains to PGG Wrightson Seeds

Holdings Limited together with its subsidiaries and investments

in jointly controlled entities (formerly the Seed & Grain segment),

and PGW Rural Capital Limited. Seed & Grain includes Australasia

(New Zealand and Australian manufacturing and distribution of

forage seed and turf, sale of cereal seed, grain trading, international

trading and seed production), South America (various related

activities in the developing seeds markets including the sale of

pasture and crop seed and farm inputs, together with operations

in the areas of livestock, real estate and irrigation) and other Seed &

Grain (research and development and corporate seeds).

Assets and liabilities allocated to each business unit combine to form

total assets and liabilities for the Agency and Retail & Water business

segments. Certain other assets and liabilities are held at a Corporate

level including those for the Corporate functions noted above.

The profit/(loss) for each business unit combines to form total profit/

(loss) of the Agency and Retail & Water business segments. Certain

other revenues and expenses are recorded at the Corporate level for

the Corporate functions noted above.

”Other” cost allocation

The Group applies an allocation methodology which allocates certain

corporate costs to an operating segment where they can be directly

attributed to that segment or based on the use of the following

methods:

– IT hardware, support, licence and other costs are attributed based

on a per user basis.

– Property costs which are not directly attributable are allocated on a

property space utilisation basis.

– Business operations costs (Accounts Payable, Accounts Receivable,

Call Centre) are allocated based on FTE usage by each operating

segment or transactional volumes. Credit Services costs are

allocated based on the operating segment to which overdue

accounts relate.

Other costs including non-operating items, impairment and fair value

adjustments, net interest and finance costs, income tax expense as

well as the reporting of discontinued operations are not fully allocated

by the Group across the operating segments. The Group Finance, Risk

and Assurance, Treasury, HR, Credit and the Executive Team functions

continue to be reported outside of the operating segments.

(b) Geographical Segment Information

Following the sale of Seed & Grain and its reclassification to

discontinued operations, the Group operates within New Zealand only

and its revenue is primarily derived from New Zealand.

PGG WRIGHTSON LIMITED

STATEMENT OF OTHER COMPREHENSIVE INCOME

For the year ended 30 June 2019

2019 2018

NOTE $000 $000

Net profit after tax 131,806 18,887

Other comprehensive income/(loss) for continuing operations

Items that will never be reclassified to profit or loss

Changes in fair value of equity instruments 21 –

Remeasurements of defined benefit liability 19 (6,101) 2,746

Deferred tax on remeasurements of defined benefit liability 6 703 (961)

(5,377) 1,785

Items that are or may be reclassified to profit or loss

Foreign currency translation differences for foreign operations (884) 6,408

(884) 6,408

Other comprehensive income/(loss) for the period, net of income tax (6,261) 8,193

Other comprehensive income/(loss) for discontinued operations

Changes in asset revaluation reserve 403 –

403 –

Total comprehensive income for the period 125,948 27,080

Total comprehensive income/(loss) attributable to:

Shareholders of the Company 125,282 26,307

Non-controlling interest 666 773

Total comprehensive income for the period 125,948 27,080

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

KEY FINANCIAL DISCLOSURES
34 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 35

PGG WRIGHTSON LIMITED

SEGMENT REPORT CONTINUED

For the year ended / as at 30 June 2019

(c) Operating Segment Information

AGENCY RETAIL & WATER OTHER DISCONTINUED OPERATIONS TOTA L

2019 2018* 2019 2018* 2019 2018* 2019 2018* 2019 2018*

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

Total external operating revenues 193,843 200,574 611,732 603,816 3,680 4,305 – – 809,255 808,695

Operating EBITDA 15,394 20,112 19,626 23,810 (10,595) (9,407) – – 24,425 34,515

Non-operating items (665) 688 (406) 590 (3,411) (1,141) – – (4,482) 136

Holidays Act 2003 remediation costs 752 (2,441) 1,724 (3,422) (173) (1,297) – – 2,303 (7,160)

Impairment and fair value adjustments (2,286) (1,087) – – (901) – – – (3,187) (1,086)

Depreciation and amortisation expense (1,740) (1,086) (5,016) (3,097) (2,606) (2,735) – – (9,362) (6,918)

EBIT 11,455 16,186 15,928 17,881 (17,686) (14,580) – – 9,697 19,487

Net interest and finance costs 1,460 (1,388) (357) 385 (7,170) (5,898) – – (6,067) (6,901)

Profit/(loss) from continuing operations before income tax 12,915 14,798 15,571 18,266 (24,856) (20,478) – – 3,630 12,586

Income tax benefit/(expense) (3,315) (4,366) (3,926) (4,680) 7,611 5,464 – – 370 (3,582)

Profit/(loss) from continuing operations, net of income tax 9,600 10,432 11,645 13,586 (17,245) (15,014) – – 4,000 9,004

Discontinued operations – – – – – – 127,806 9,883 127,806 9,883

Net profit after tax 9,600 10,432 11,645 13,586 (17,245) (15,014) 127,806 9,883 131,806 18,887

Segment assets 168,921 161,378 156,643 149,107 236,391 16,599 1,202 414,603 563,157 741,687

Investment in equity accounted investees – – – – 71 59 – 14,264 71 14,323

Assets held for sale – – 218 218 2,108 2,398 – – 2,326 2,616

T

otal segment assets 168,921 161,378 156,861 149,325 238,570 19,055 1,202 428,867 565,554 758,626

Total segment liabilities (82,021) (87,182) (75,214) (82,109) (10,055) (137,728) – (164,145) (167,290) (471,164)

Capital expenditure 2,857 3,212 5,064 9,689 2,736 3,326 7,251 13,204 17,908 29,431

* The 2018 comparatives have been restated to present Seed & Grain as a discontinued operation and for NZ IFRS 15.

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

KEY FINANCIAL DISCLOSURES
36 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 37

PGG WRIGHTSON LIMITED

RECONCILIATION OF PROFIT AFTER TAX

WITH NET CASH FLOW FROM OPERATING ACTIVITIES

For the year ended 30 June 2019

2019 2018

$000 $000

Net profit after tax 131,806 18,887

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

Depreciation, amortisation and impairment 13,891 12,974

Fair value adjustments 4,079 3,877

Net (profit)/loss on sale of assets/investments (134,218) (1,746)

Bad debts written off (net) 2,519 429

Change in deferred taxation 2,111 (1,114)

Earnings from equity accounted investees 6,412 1,885

Defined benefit expense (817) 142

Effect of foreign exchange movements (5,879) 3,618

Pension contributions (operating cash) not expensed through profit and loss (10,274) (2,842)

Other non-cash/non-operating items (2,357) (2,491)

7,273 33,619

Add/(deduct) movement in working capital items:

Change in working capital due to sale/purchase of businesses (199,376) (2,683)

Change in working capital due to balance sheet reclassification (24,957) –

Change in inventories and biological assets 176,575 (7,374)

Change in accounts receivable and prepayments 110,893 (45,081)

Change in trade creditors, provisions and accruals (112,759) 19,360

Change in income tax payable/receivable (4,997) 3,326

Change in other current assets/liabilities (1,653) 4,599

(56,274) (27,853)

Net cash flow from operating activities

(49,001) 5,766

The accompanying notes form an integral part of these financial statements

PGG WRIGHTSON LIMITED

STATEMENT OF CASH FLOWS

For the year ended 30 June 2019

2019 2018

NOTE $000 $000

Cash flows from operating activities

Cash was provided from:

Receipts from customers 1,226,807 1,214,939

Dividends received 2 3

Interest received 6,399 5,225

1,233,208 1,220,167

Cash was applied to:

Payments to suppliers and employees (1,248,659) (1,190,563)

Lump sum contributions to defined benefit plans (ESCT inclusive) (10,274) (2,842)

Interest paid (8,322) (8,550)

Income tax paid (14,954) (12,446)

(1,282,209) (1,214,401)

Net cash inflow/(outflow) from operating activities (49,001) 5,766

Cash flows from investing activities

Cash was provided from:

Proceeds from sale of property, plant and equipment and assets held for sale 624 3,407

Cash acquired on purchase of investments 1,523 –

Net proceeds from sale of investments 425,851 111

427,998 3,518

Cash was applied to:

Purchase of property, plant and equipment (11,571) (15,183)

Purchase of intangibles (4,934) (7,974)

Investment sale costs (6,799) –

Cash disposed on sale of investments (25,414) –

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

(48,718) (24,372)

Net cash inflow/(outflow) from investing activities 379,280 (20,854)

Cash flows from financing activities

Cash was provided from:

Increase in external borrowings and bank overdraft – 42,499

Repayment of loans by related parties – 3,441

– 45,940

Cash was applied to:

Share repurchase and cancellation (6) –

Dividends paid to shareholders (15,267) (28,570)

Dividends paid to minority interests (1,189) (759)

Repayment of external borrowings and bank overdraft (114,252) –

(130,714) (29,329)

Net cash inflow/(outflow) from financing activities (130,714) 16,611

Net increase/(decrease) in cash held 199,565 1,523

Opening cash 10,926 9,403

Cash and cash equivalents 9 210,491 10,926

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

KEY FINANCIAL DISCLOSURES
ANNUAL REPORT 2019 | 3938 | PGG WRIGHTSON LIMITED

Additional Financial Disclosures

including Notes to the Financial Statements for the year ended 30 June 2019

PGG WRIGHTSON LIMITED

STATEMENT OF FINANCIAL POSITION

As at 30 June 2019

2019 2018

NOTE $000 $000

ASSETS

Current

Cash and cash equivalents 9 210,491 10,926

Short-term derivative assets

10 614 827

Trade and other r

eceivables 11 145,881 267,627

Finance receivables

– 733

Go livest

ock receivables

12 47,754 39,419

Assets classified as held for sale

2,326 2,616

Biological assets

35 911

Inventories

13 85,969 262,538

Other in

vestments 15 – 30

Intangible assets

16 2,222 2,641

Total curr

ent assets

495,292 588,268

Non-curr

ent

Long-term derivative assets 10 387 20

Biological assets

12 –

Def

erred tax asset 6 9,976 16,259

Investments in equity accounted investees

71 14,323

Other in

vestments

15 470 2,520

Intangible assets


16


14,644


13,017

Pr

operty, plant and equipment 17 44,702 124,220

Total non-

current assets


70,262


170,359

T

otal assets

565,554 758,626

LIABILITIES

Curr

ent

Debt due within one year

9 2,680 30,806

Short

-term derivative liabilities 10 280 3,645

Accounts payable and accruals

18 155,903 267,096

Income tax pa

yable 851 6,751

Defined benefit liability

19 – 905

Total curr

ent liabilities

159,714 309,203

Non-curr

ent

Long-term debt 9 – 149,205

Long-t

erm derivative liabilities

10 62 966

Other long-t

erm provisions

18 1,631 2,121

Defined benefit liabilit

y

19 5,883 9,669

Total non-

current liabilities 7,576 161,961

Total liabilities

167,290 471,164

EQUITY

Share capital

30 606,318 606,324

Reser

ves 30 10,424 8,647

Retained earnings

30 (218,478) (329,987)

Total equit

y attributable to shareholders of the Company

398,264 284,984

Non-controlling interest




2,478

Total equit

y

398,264 287,462

Total liabilities and equity

565,554 758,626

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

PGW Technical Field Representative

Nathaniel Turner catches up with Keith

Donald, Tawanui Station’s Stock Manager

on farm near Ohakune in June 2019.

40 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 41
PGG WRIGHTSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

2 COST OF SALES

2019 2018*

NOTE $000 $000

Cost of Sales includes the following items by nature:

Depreciation and amortisation 182 172

Employee benefits including commissions 30,710 32,420

Inventories, finished goods, work in progress, raw materials and consumables 13 483,853 472,912

Other 74,969 83,096

589,714 588,600

3 OTHER OPERATING EXPENSES

2019 2018*

$000 $000

Other operating expenses includes the following items:

Audit of annual financial statements of the Company - KPMG** 290 276

Other non-audit services provided by KPMG:

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

– Review of charging group consolidation for bank syndicate 2 2

Directors’ fees 718 767

Donations 1 1

Doubtful debts – (decrease)/increase in provision for doubtful debts 1,072 529

Net doubtful debts – bad debts written off/(recovered) 485 (543)

IT & telecommunications costs 9,829 10,719

Marketing 4,037 4,195

Motor vehicle costs 6,588 5,700

Rental and operating lease costs 21,904 22,041

Occupancy costs (excluding rental and operating lease) 5,027 5,129

Other staff costs 7,546 6,416

Other expenses 14,495 12,550

72,006 67,794

** The Group has paid additional fees to KPMG which have been disclosed separately within the results of discontinued operations. These additional

amounts are:

– FY19: $0.34 million for the audit of PGG Wrightson Seeds Holdings Limited’s balance sheets as part of the sale of the Seed & Grain segment and for the

audit of annual financial statements of the subsidiaries and equity accounted investees within the Seed & Grain segment.

– FY18: $0.13 million for the audit of annual financial statements of the subsidiaries and equity accounted investees within the Seed & Grain segment.

4 IMPAIRMENT AND FAIR VALUE ADJUSTMENTS

2019 2018*

$000 $000

Biological assets (26) (16)

Impairment – Property, plant and equipment (2,260) (1,070)

Impairment – Assets held for sale (181) –

Impairment – Investment in equity accounted investee (720) –

(3,187) (1,086)

* The 2018 comparatives have been restated to present Seed & Grain as a discontinued operation and for NZ IFRS 15.

1 OPERATING REVENUE

2019 2018*

$000 $000

Sales 677,453 666,855

Commissions 105,355 107,368

Construction contract revenue 20,985 29,627

Interest revenue on Go livestock product receivables 3,900 3,397

Debtor interest charges 1,562 1,448

Total operating revenue 809,255 808,695

Income Recognition Accounting Policies

NZ IFRS 15 Revenue from Contracts with Customers

The Group has initially applied NZ IFRS 15 from 1 July 2018. Comparatives have been restated to reflect the requirements for this new

standard.

The effect of applying this standard is the reclassification of $2.16 million of rebate expense from Cost of Sales to Sales Revenue for the year

ended 30 June 2019 (2018: $2.36 million). There is no impact to Retained Earnings upon the adoption of this standard.

Recognition of Revenue

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

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

Sales Revenue

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

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

trade discounts and volume rebates.

Revenue is recognised at a point in time when the single performance obligation is satisfied and control has been transferred to the buyer,

which is generally upon delivery. Control is transferred when the risks and rewards of ownership has been transferred to the customer,

the recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is no

continuing management involvement with the goods.

The Group offers a range of payment terms, and in some cases can be up to 12 months. The Company does not recognise a financing

element for contracts with terms of 12 months or less.

When part of the Group’s performance obligation in selling its products is to arrange freight and/or insurance, the Group is considered to be

acting as an agent and these costs are recognised net against freight recoveries.

The Group offers warranties and returns as required by New Zealand law and/or per the terms and conditions of the contracts with

customers. The Group recognises the obligations under these warranties as a provision.

Commission Revenue

Commission revenue comprises commission for transactions where the Group acts as an agent. For agency commissions, the Group

does not take inventory risk or title for inventories, or for the Group’s Livestock and Real Estate businesses, biological assets and properties

respectively. The Group also generates commissions from the successful referral of clients to unrelated lending and insurance partners.

Revenue is recognised at a point in time upon completion of service.

Construction Contract Revenue

Construction services are provided to customers in the Water business. Most contracts contain a single performance obligation. The size

and duration of the contracts can vary significantly and customers are invoiced as work progresses.

The Group accounts for revenue over time, which best depicts the pattern of transfer of the construction services to the customer. The

Group uses an input method to recognise revenue based on a percentage of cost completed.

Interest and Similar Income and Expense

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

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

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

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

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

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

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

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

using the effective interest rate method.

* The 2018 comparatives have been restated to present Seed & Grain as a discontinued operation and for NZ IFRS 15.

Refer to
Accounting

Policies

– page 45.

PGG WRIGHTSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

6 INCOME TAXES

2019 2018*

$000 $000

(a) Income tax expense recognised in Profit or Loss

Current tax benefit/(expense)

Current year 1,982 (5,898)

Adjustments for prior years 612 40

2,594 (5,858)

Deferred tax benefit/(expense)

Origination and reversal of temporary differences (2,559) 1,999

Adjustments for prior years 335 277

(2,224) 2,276

Income tax benefit/(expense)

370 (3,582)

2019 2018*

$000 $000

Profit from continuing operations before income tax 3,630 12,586

Income tax using the Company’s domestic tax rate (1,016) (3,524)

Non-deductible expenditure (768) (1,157)

Tax exempt income and defined benefit scheme contributions 1,037 501

Tax credits 170 281

Over/(under) provided in prior years 947 317

Income tax benefit/(expense)

370 (3,582)

(b) Income tax recognised directly in equity

2019 2018*

$000 $000

Deferred tax on movement of actuarial gains/losses on employee benefit plans 703 (961)

Deferred tax on transition adjustment upon adoption of NZ IFRS 9 126 –

Total income tax (expense)/benefit recognised directly in equity 829 (961)

* The 2018 comparatives have been restated to present Seed & Grain as a discontinued operation and for NZ IFRS 15.

5 INTEREST  FINANCE INCOME AND EXPENSE

2019 2018*

$000 $000

Finance income contains the following items:

Other interest income 771 214

Finance income 771 214

Interest funding contains the following items:

Interest on loans and overdrafts (4,928) (3,857)

Net interest on interest rate derivatives (761) (533)

Fair value change on interest rate derivatives 535 (42)

Effective interest on defined benefit pension ESCT payments (299) (401)

Other interest expense (312) (32)

Bank facility fees (1,885) (1,215)

Interest funding expense (7,650) (6,080)

Foreign exchange contains the following items:

Net gain/(loss) on foreign denominated items (423) 13

Fair value change on foreign exchange derivatives 1,235 (1,048)

Foreign exchange income/(expense) 812 (1,035)

Net interest and finance costs

(6,067) (6,901)

Fair Value Change on Foreign Exchange Derivatives Accounting Policies

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

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

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

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

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

* The 2018 comparatives have been restated to present Seed & Grain as a discontinued operation and for NZ IFRS 15.

42 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 43

Refer to
Accounting

Policies

– page 45.

PGG WRIGHTSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

6 INCOME TAXES CONTINUED

(d) Unrecognised tax losses and temporary differences

At 30 June 2019, the Group has no unrecognised deferred tax assets relating to tax losses and temporary differences (2018: $7.44 million and $2.64

million, respectively). The unrecognised deferred tax assets in the comparative period relate to the Australian and South American subsidiaries of

the Group sold during the current period.

(e) Imputation credits

The Group has $7.1 million imputation credits as at 30 June 2019 (2018: $3.58 million). This balance includes the third provisional tax instalment

made in July 2019 in respect of the year ended 30 June 2019.

Income Tax Accounting Policies

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

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

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

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

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

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

– the initial recognition of goodwill

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

foreseeable future.

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

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

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

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

probable that the related tax benefit will be recognised.

7 DISCONTINUED OPERATIONS

(a) Seed & Grain segment

On 1 May 2019, the Group settled the sale of shares of its subsidiary, PGG Wrightson Seeds Holdings Limited. The share sale represents the sale

of the Group’s Seed & Grain segment. The sale price was $425.82 million and included interest of $12.58 million. The gain on sale (net of tax) of

$134.28 million is included within profits from discontinued operations.

In the Statement of Profit or Loss for both the current and comparative periods, the result for the Seed & Grain segment is shown within

discontinued operations and is disclosed separately from continuing operations.

(b) PGW Rural Capital Limited (PGWRC)

The discontinued operations also pertain to the Group’s wholly owned subsidiary, PGWRC, which was established during 2012 to hold and recover

certain excluded loans related to the sale of the Group’s finance subsidiary, PGG Wrightson Finance Limited.

6 INCOME TAXES CONTINUED

(c) Recognised deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:

ASSETS ASSETS LIABILITIES LIABILITIES NET NET

2019 2018 2019 2018 2019 2018

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

Property, plant and equipment 818 – – (162) 818 (162)

Intangible assets – – (759) (97) (759) (97)

Employee benefits 6,294 10,689 – – 6,294 10,689

Provisions 3,623 5,596 – (718) 3,623 4,878

Other items – 951 – – – 951

Deferred tax asset/(liability) 10,735 17,236 (759) (977) 9,976 16,259

RECOGNISED RECOGNISED IN RECOGNISED IN

IN PROFIT IN PROFIT OTHER RECOGNISED ACQUISITION /

BALANCE OR LOSS OR LOSS COMPREHENSIVE IN RETAINED SALE OF BALANCE

1 JUL 2018 CONTINUING DISCONTINUED INCOME EARNINGS SUBSIDIARIES 30 JUN 2019

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

Property, plant (162) 1,175 (983) – – 788 818

and equipment

Intangible assets (97) (524) 2,600 – – (2,738) (759)

Employee benefits 10,689 (3,973) (329) 703 – (796) 6,294

Provisions 4,878 1,098 (2,582) – 126 103 3,623

Other items 951 – – – – (951) –

16,259 (2,224) (1,294) 703 126 (3,594) 9,976

RECOGNISED RECOGNISED IN RECOGNISED IN

IN PROFIT IN PROFIT OTHER RECOGNISED ACQUISITION /

BALANCE OR LOSS OR LOSS COMPREHENSIVE IN RETAINED SALE OF BALANCE

1 JUL 2017 CONTINUING DISCONTINUED INCOME EARNINGS SUBSIDIARIES 30 JUN 2018

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

Property, plant (518) 236 120 – – – (162)

and equipment

Intangible assets (455) 269 89 – – – (97)

Employee benefits 9,635 1,421 594 (961) – – 10,689

Provisions 5,096 350 (568) – – – 4,878

Other items 1,387 –

(436) – – – 951

15,145 2,276 (201) (961) – – 16,259

44 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 45

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

7 DISCONTINUED OPERATIONS CONTINUED

(e) Effect of disposal on the financial position of the Group

2019

$000

Cash and cash equivalents (25,414)

Trade and other receivables (166,011)

Inventories (207,875)

Fixed assets (including property, plant & equipment, intangibles and goodwill) (103,027)

Other assets (5,076)

Short-term debt 33,118

Accounts payables and accruals 163,458

Term debt 3,859

Other liabilities 30,921

Net assets and liabilities sold (276,047)

less Minority interest 2,101

Foreign currency translation reserve gain/(loss) taken to profit or loss (3,742)

(277,688)

Consideration received satisfied in cash 425,851

Gain on sale 148,163

less Transaction costs (10,361)

less Tax on interest received (3,521)

Gain on sale, net of income tax 134,281

(f ) Agimol Corporation S.A. (AgroCentro Group)

In the period to 31 August 2018, the Group impaired its investment in Agimol Corporation S.A. (AgroCentro Group) by $6.00 million (US$3.64

million). This brought the fair value of the Group’s equity accounted interest in the AgroCentro Group as at 31 August 2018 to $5.83 million

(US$3.95 million). This fair value was supported by the value attributed to the AgroCentro Group as part of the sale of PGG Wrightson Seeds

Holdings Limited.

On 31 August 2018, the Group increased its investment in Agimol Corporation S.A. (AgroCentro Group) from 50% to 100% and obtained control of

the AgroCentro Group. As a result of obtaining control of the company from 31 August 2018, the Group has consolidated the AgroCentro Group.

Upon consolidation, the Group recorded goodwill of $13.74 million (USD 9.27 million), representing the difference between the fair value of the

net liability acquired of $6.66 million (US$4.47 million), the pre-existing equity interest held of $5.83 million (US$3.95 million) and the consideration

provided of $1.25 million (USD 0.85 million). An impairment of $1.25 million (US$ 0.85 million) was then recorded against the goodwill to align the

carrying value of the AgroCentro Group to that supported by the sale of PGG Wrightson Seeds Holdings Limited of $5.83 million (US$3.95 million).

The goodwill of $12.55 million (US$8.42 million), along with the assets and liabilities of the AgroCentro Group, were subsequently sold as part of

the sale of PGG Wrightson Seeds Holdings Limited.

7 DISCONTINUED OPERATIONS CONTINUED

(c) Results from discontinued operations were as follows:

SEED & GRAIN PGWRC TOTA L

PERIOD TO

30 APRIL 2019 2018 2019 2018 2019 2018

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

Total segment revenue 434,338 449,495 – 1 434,338 449,496

Intersegment revenue (63,675) (63,532) – – (63,675) (63,532)

Total external operating revenue 370,663 385,963 – 1 370,663 385,964

Total external cost of sales (259,681) (256,369) – – (259,681) (256,369)

Gross profit 110,982 129,594 – 1 110,982 129,595

Other operating expenses (90,503) (92,123) (117) 690 (90,620) (91,433)

Equity accounted earnings/(losses) of investees (6,372) (1,812) – – (6,372) (1,812)

Operating EBITDA 14,107 35,659 (117) 691 13,990 36,350

Non–operating items (1,867) (217) – – (1,867) (217)

Holidays Act 2003 remediation costs 338 (1,066) – – 338 (1,066)

Impairment and fair value adjustments (892) (2,790) – – (892) (2,790)

Depreciation and amortisation expense (3,287) (6,056) – – (3,287) (6,056)

EBIT 8,399 25,530 (117) 691 8,282 26,221

Net interest and finance costs (4,481) (7,261) – – (4,481) (7,261)

Result from discontinued activities before tax 3,918 18,269 (117) 691 3,801 18,960

Income tax benefit/(expense) (10,309) (8,878) 33 (199) (10,276) (9,077)

Result from discontinued activities, net of tax (6,391) 9,391 (84) 492 (6,475) 9,883

Gain on sale of discontinued operations

Gain on sale of discontinued operations before tax 137,802 – – – 137,802 –

Tax on gain on sale of discontinued operations (3,521) – – – (3,521) –

Gain on sale of Seed & Grain, net of tax 134,281 – – – 134,281 –

Total profit/(loss) from discontinued

activities, net of tax 127,890 9,391 (84) 492 127,806 9,883

Basic earnings per share (New Zealand dollars) 0.169 0.012 (0.000) 0.001 0.169 0.013

(d) Cash flows from discontinued operations

PERIOD TO

30 APRIL 2019 2018 2019 2018 2019 2018

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

Net cash from operating activities 2,210 (29,465) (418) (225) 1,792 (29,690)

Net cash from investing activities (4,238) (9,181) 758 5 (3,480) (9,176)

Net cash from financing activities 19,178 38,866 (340) 220 18,838 39,086

Net cash from/(used in) discontinued operations 17,150 220 – – 17,150 220

46 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 47

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

9 CASH AND FINANCING FACILITIES

2019 2018

$000 $000

Cash and cash equivalents 210,491 10,926

Current financing facilities (2,680) (30,806)

Term financing facilities – (149,205)

Net interest-bearing (debt)/cash and cash equivalents

207,811 (169,085)

Go range of livestock product receivables 47,754 39,419

Cash and cash equivalents plus Go livestock receivables / (net interest-bearing

debt less Go livestock receivables) 255,565 (129,666)

New Zealand financing facilities

The Company fully repaid and cancelled its syndicated bank facilities during the year using the proceeds from the sale of the Seed & Grain

segment.

As at 30 June 2019, the Group had the following financing facilities. These senior secured facilities, which amount to $9.58 million, comprise:

– Guarantee and trade finance facilities of $6.08 million.

– Overdraft facilities of $3.50 million.

10 DERIVATIVE FINANCIAL INSTRUMENTS

2019 2018

$000 $000

Derivative assets held for risk management

Current 614 827

Non-current 387 20

1,001 847

Derivative liabilities held for risk management

Current (280) (3,645)

Non-current (62) (966)

(342) (4,611)

Net derivatives held for risk management 659 (3,764)

Derivatives held for risk management

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

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

currency fluctuations.

Derivative Financial Instruments Accounting Policies

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

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

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

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

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

immediately in profit or loss.

8 EARNINGS PER SHARE AND NET TANGIBLE ASSETS

Basic earnings per share (EPS)

The calculation of basic EPS is based on the following profit attributable to ordinary shareholders and weighted average number of ordinary shares

outstanding. There are no dilutive shares or options (2018: Nil).

2019 2018

000 000

Issued ordinary shares at 30 June 754,839 754,849

Weighted average number of ordinary shares

Issued ordinary shares at 1 July 754,849 754,849

Effect of ordinary shares repurchased (5) –

Weighted average number of ordinary shares at 30 June 754,844 754,849

2019 2018*

$000 $000

Profit (net of tax) attributable to Shareholders of the Company 131,123 17,964

Profit from continuing operations (net of tax) attributable to Shareholders of the Company 4,000 9,004

Net tangible assets

Total assets 565,554 758,626

Total liabilities (167,290) (471,164)

less intangible assets (16,866) (13,017)

less deferred tax (9,976) (16,259)

Net tangible assets

371,422 258,186

2019 2018

$ $

Basic EPS 0.174 0.024

Basic EPS – continuing operations 0.005 0.012

Net tangible assets per share 0.492 0.342

Earnings per Share Accounting Policies

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

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

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

dilutive shares.

* The 2018 comparatives have been restated to present Seed & Grain as a discontinued operation and for NZ IFRS 15.

48 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 49

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

11 TRADE AND OTHER RECEIVABLES

2019 2018

$000 $000

Accounts receivable 136,838 213,262

Trade receivables due from related parties – 25,827

136,838 239,089

less Provision for doubtful debts (4,635) (6,887)

Net accounts receivable 132,203 232,202

Other receivables and prepayments 13,678 35,425

145,881 267,627

Analysis of movements in provision for doubtful debts

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

Increase in provision upon adoption of NZ IFRS 9 (450) –

Increase in provision due to acquisition of subsidiary (4,956) –

Reduction in provision due to sale of Seed & Grain 9,683 –

Movement in provision (2,025) (529)

Balance at end of year

(4,635) (6,887)

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


TOTA L TOTA L

DEBTORS PROVISION DEBTORS PROVISION

2019 2019 2018 2018

$000 $000 $000 $000

Not past due 125,625 (1,403) 192,533 (20)

Past due 1 – 30 days 6,474 (41) 18,702 (95)

Past due 31 – 60 days 978 (20) 12,391 (81)

Past due 61 – 90 days 1,523 (987) 1,070 (32)

Past due 90 plus days 2,238 (2,184) 14,393 (6,659)

136,838 (4,635) 239,089 (6,887)

Trade and Other Receivables Accounting Policies

NZ IFRS 9 Financial Instruments

The Group has applied NZ IFRS 9 from 1 July 2018. The new standard changes how the impairment of financial assets are calculated from

an ‘incurred credit loss’ model to an ‘expected credit loss’ model. Based on the Group’s assessment of historical provision rates and forward-

looking analysis, the Group has recognised an additional provision of $0.45 million as at 30 June 2018 which is expensed directly to Retained

Earnings upon adoption of NZ IFRS 9.

Determination of Fair Values

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

at the reporting date.

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

Impairment of Trade Receivables

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

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

12 GO LIVESTOCK PRODUCT RECEIVABLES

The Group holds receivables in respect of its Go range of livestock products. The Go range allows farmers to defer payment for the purchase of

livestock. The counterparty to the Go product is fully exposed to the risks and rewards of ownership. To mitigate credit risk, the Group retains

title to the livestock until sale. Fee income received in respect of the Go range of livestock receivables is recognised by the Group as interest

income over the respective contract period and is included within operating revenue of the Agency operating segment (refer to Note 1 Operating

Revenue).

2019 2018

$000 $000

Go livestock receivables – less than one year 47,754 39,419

Go livestock receivables – greater than one year – –

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

47,754 39,419

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

NOT IMPAIRED IMPAIRED NOT IMPAIRED IMPAIRED

2019 2019 2018 2018

$000 $000 $000 $000

Not past due – Go range of livestock receivables 47,754 – 39,419 –

Past due 0 – 90 days – – – –

Past due 91 – 365 days – – – –

47,754 – 39,419 –

13 INVENTORY

2019 2018

$000 $000

Merchandise/finished goods 88,016 266,471

Work in progress 562 842

Less provision for inventory write down (2,609) (4,775)

85,969 262,538

During the year ended 30 June 2019, finished goods, work in progress, raw materials and consumables included in cost of sales in the Statement of

Profit or Loss amounted to $483.85 million (2018: $472.91 million) (refer Note 2 Cost of Sales).

During the year ended 30 June 2019, inventories written down to net realisable value amounted to $0.66 million (2018: $2.34 million; $1.4 million

excluding Seed & Grain). The write-downs are included in cost of sales in the Statement of Profit or Loss.

Inventories Accounting Policies

Finished Goods

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

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

50 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 51

Refer to
Accounting

Policies

– page 54.

PGG WRIGHTSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

14 GROUP ENTITIES

OWNERSHIP INTEREST

COUNTRY OF 2019 2018

SIGNIFICANT SUBSIDIARIES INCORPORATION DIRECT PARENT % %

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

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

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

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

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

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

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

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

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

Bidr Limited New Zealand PGG Wrightson Limited 100% 0%

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

Trustee Limited 100% 100%

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

The subsidiaries of the Seed & Grain segment were sold on 30 April 2019 (refer to Note 7 Discontinued Operations) and are excluded from the

above listing.

15 OTHER INVESTMENTS

2019 2018

$000 $000

Current investments

BioPacificVentures – 30

– 30

Non-current investments

Advances to equity accounted investees – 150

Sundry other investments 470 2,370

470 2,520

Sundry other investments including saleyards

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

determined, are carried at cost. The comparative period included investments pertaining to the Seed & Grain segment that were sold during the

current period.

Other Investments Accounting Policies

Determination of Fair Values

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

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

at historical cost.

16 INTANGIBLE ASSETS

TRADEMARKS,

SOFTWARE PATENTS & RIGHTS GOODWILL TOTA L

$000 $000 $000 $000

Cost

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

Additions 10,412 221 – 10,633

Effect of movement in exchange rates 23 43 – 66

Balance at 30 June 2018

29,015 3,194 – 32,209

Balance at 1 July 2018 29,015 3,194 – 32,209

Additions 7,442 131 – 7,573

Added as part of a business combination/amalgamation – – 13,741 13,741

Disposals and reclassifications (2,531) – – (2,531)

Disposed as part of a business disposal (4,983) (1,479) (13,741) (20,203)

Effect of movement in exchange rates (67) (28) – (95)

Balance at 30 June 2019

28,876 1,818 – 30,694

Amortisation and impairment losses

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

Amortisation for the year 3,600 527 – 4,127

Effect of movement in exchange rates 22 21 – 43

Balance at 30 June 2018

14,768 1,783 – 16,551

Balance at 1 July 2018 14,768 1,783 – 16,551

Amortisation for the year 4,978 23 – 5,001

Impairment – – 1,190 1,190

Disposals and reclassifications (2,647) – – (2,647)

Disposed as part of a business disposal (4,562) (493) (1,190) (6,245)

Effect of movement in exchange rates (8) (14) – (22)

Balance at 30 June 2019

12,529 1,299 – 13,828

Carrying amounts

At 1 July 2017 7,434 1,695 – 9,129

At 30 June 2018 14,247 1,411 – 15,658

At 1 July 2018 14,247 1,411 – 15,658

At 30 June 2019 16,347 519 – 16,866

The carrying amount includes software cost of $2.22 million included as a current asset (2018: $2.64 million).

52 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 53

Refer to
Accounting

Policies

– page 56.

PGG WRIGHTSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

16 INTANGIBLE ASSETS CONTINUED

Intangible Assets Accounting Policies

Software

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

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

end of each annual reporting period.

Rights

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

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

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

Determination of Fair Values

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

the use and eventual sale of the assets.

Impairment

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

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

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

amount of an asset exceeds the recoverable amount.

17 PROPERTY, PLANT AND EQUIPMENT

PLANT AND CAPITAL WORKS

LAND BUILDINGS EQUIPMENT PROJECT* TOTA L

$000 $000 $000 $000 $000

Cost

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

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

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

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

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

Balance at 30 June 2018

20,987 47,441 128,508 3,822 200,758

Balance at 1 July 2018 20,987 47,441 128,508 3,822 200,758

Additions 6 700 10,812 54 11,572

Added as part of a business combination/amalgamation 1,306 6,584 3,019 – 10,909

Disposals and transfers to other asset classes (71) (164) (2,142) – (2,377)

Disposed as part of a business disposal (8,741) (40,042) (89,019) (1,072) (138,874)

Effect of movements in exchange rates (304) (274) (1,500) – (2,078)

Balance at 30 June 2019

13,183 14,245 49,678 2,804 79,910

Depreciation and impairment losses

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

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

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

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

Impairment – 1,070 – – 1,070

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

Balance at 30 June 2018

– 7,997 68,541 – 76,538

Balance at 1 July 2018 – 7,997 68,541 – 76,538

Depreciation for the year – 848 6,800 – 7,648

Depreciation recovered to COGS – – 182 – 182

Added as part of a business combination/amalgamation – 526 1,237 – 1,763

Disposals and transfers to other asset classes – (64) (1,766) – (1,830)

Disposed as part of a business disposal – (5,119) (44,686) – (49,805)

Impairment – 2,256 – – 2,256

Effect of movements in exchange rates – (104) (1,440) – (1,544)

Balance at 30 June 2019

– 6,340 28,868 – 35,208

Carrying amounts

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

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

At 1 July 2018 20,987 39,444 59,967 3,822 124,220

At 30 June 2019 13,183 7,905

20,810 2,804 44,702

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

Capital gains on the sale of property, plant and equipment of $0.20 million were recognised in non-operating items

in the current period (2018: $1.69 million).

54 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 55

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

17 PROPERTY, PLANT AND EQUIPMENT CONTINUED

Property, Plant & Equipment Accounting Policies

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

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

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

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

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

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

components) of property, plant and equipment.

Subsequent Costs

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

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

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

Borrowing Costs

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

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

Depreciation

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

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

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

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

Determination of Fair Values

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

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

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

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

items.

Impairment

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

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

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

18 TRADE AND OTHER PAYABLES

2019 2018

$000 $000

Trade creditors 96,802 147,134

Trade payables due to related parties – 4,822

Loyalty reward programme 1,015 1,177

Deposits received in advance 1,042 3,196

Accruals and other liabilities 41,854 81,725

Employee entitlements 16,821 31,163

157,534 269,217

Payable within 12 months 155,903 267,096

Payable beyond 12 months 1,631 2,121

157,534 269,217

Holidays Act 2003 – Remediation Costs

During the year ended 30 June 2018 the Group recognised a $8.06 million provision for remediation costs of historical liabilities under the Holidays

Act 2003. The Group has now completed the remediation work and as has made remediation payments to current staff and those terminated staff

for which the Group has been able to make contact with. Following these payments the remaining provision has been released apart from an

amount of $1.20 million which continues to be held in respect of terminated employees for which the Group is yet to make contact with.

Onerous lease

The Group has recognised a provision in respect of property leases entered into that are now considered onerous. An onerous provision of $1.88

million has been expensed within non-operating items and represents the Directors’ best estimate of the expected excess of costs over benefits

for the remaining term of the lease contracts.

Corporate Structure review

Following the divestment of the Seed & Grain business the PGW Board commenced a review of the corporate service model for the business. The

Group has recognised costs of $3.02 million, expensed through non-operating items, in respect of the recalibration. As at 30 June 2019, a provision

of $1.74 million was held and is included within accruals and other liabilities above.

56 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 57

Refer to
Accounting

Policies

– page 60.

Refer to

Accounting

Policies

– page 60.

PGG WRIGHTSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

19 DEFINED BENEFIT ASSET / LIABILITY

2019 2018

$000 $000

Present value of funded obligations (61,624) (66,814)

Fair value of plan assets 55,741 59,092

Net defined benefit asset / (liability)

(5,883) (7,722)

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

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

Total defined benefit asset / (liability) (5,883) (10,574)

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

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

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

During 2017, the Group made a commitment to provide certain contributions over a five year period in order to bring the underlying plan to an

actuarial equilibrium position (calculated on a different basis to the IFRS amounts above). The plan reached actuarial equilibrium following the

cash contributions made in the period to 30 June 2019. Accordingly, no provision for ESCT on committed contributions remain.

2019 2018

% %

Group / Company Plan assets consist of:

Equities 54% 59%

Fixed interest 28% 31%

Cash 18% 10%

100% 100%

Plan assets included exposure to the Company’s ordinary shares of Nil (2018: Nil).

2019 2018

% %

Actuarial Assumptions:

Principal actuarial assumptions at the reporting date

(expressed as weighted averages):

Discount rate used (10 year New Zealand Government Bond rate) 1.57% 2.85%

Inflation 2.00% 2.00%

Future salary increases 3.00% 3.00%

Future pension increases 2.00% 2.00%

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

defined benefit obligation at the reporting date were as follows:

2019 2018

YEARS YEARS

Longevity at age 65 for current pensioners

Males 21 21

Females 24 24

Longevity at age 65 for current members aged 45

Males 24 24

Females 28 28

As at 30 June 2019, the weighted average duration of the defined benefit obligation is 12.4 years for the PGG Wrightson Employee Benefits Plan.

19 DEFINED BENEFIT ASSET / LIABILITY CONTINUED

Sensitivity analysis

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

2019 2019 2018 2018

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

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

ASSUMPTION ASSUMPTION ASSUMPTION ASSUMPTION

$000 $000 $000 $000

Change in assumption

Discount rate (0.50% movement) 1,541 (1,849) 1,403 (1,537)

Salary growth rate (0.50% movement) (185) 123 (200) 200

Pension growth rate (0.25% movement) (801) 616 (601) 601

Life expectancy (1 year movement) (1,787) 1,787 (1,470) 1,470

2019 2018 2017 2016 2015

$000 $000 $000 $000 $000

Historical information

Present value of the defined benefit obligation (61,624) (66,814) (71,106) (73,417) (72,153)

Fair value of plan assets 55,741 59,092 58,835 52,702 57,498

(Deficit) / surplus in the plan (5,883) (7,722) (12,271) (20,715) (14,655)

The Group expects to pay $1.01 million in contributions to the defined benefit plan in 2020 (2019: expected $2.94 million and paid $6.68 million).

Member contributions are expected to be $0.65 million in 2020 (2019: expected $0.86 million and paid $1.27 million).

58 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 59

Refer to
Accounting

Policies

– page 65.

PGG WRIGHTSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

19 DEFINED BENEFIT ASSET / LIABILITY CONTINUED

2019 2018

$000 $000

Movement in the liability for defined benefit obligations:

Liability for defined benefit obligations at 1 July 66,814 71,106

Benefits paid by the plan (14,044) (8,914)

Current service costs 842 858

Interest costs 1,734 2,010

Member contributions 1,268 1,170

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

(Gains)/losses from change in financial assumptions 3,797 510

Experience (gains)/losses 1,213 74

Liability for defined benefit obligations at 30 June

61,624 66,814

Movement in plan assets:

Fair value of plan assets at 1 July 59,092 58,835

Contributions paid into the plan 8,455 3,011

Member contributions 1,268 1,170

Benefits paid by the plan (14,044) (8,914)

Current service costs – –

Interest costs 1,623 1,677

Other Actuarial items recognised in other comprehensive income:

Expected return on plan assets (653) 3,313

Fair value of plan assets at 30 June 55,741 59,092

Expense recognised in profit or loss:

Current service costs 842 858

Interest 111 333

953 1,191

Recognised in non-operating items (817) 142

Recognised in Employee Expenses 1,770 1,049

953 1,191

Movements recognised in equity:

Cumulative gains/(losses) at 1 July (33,090) (34,645)

Net profit or loss impact from current period costs (953) (1,191)

Gains /(losses) recognised during the year (5,663) 2,729

ESCT provision (438) 17

Cumulative gains/(losses) at 30 June

(40,144) (33,090)

Employee Benets Accounting Policies

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

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

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

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

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

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

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

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

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

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

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

20 FINANCIAL INSTRUMENTS

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

amounts of risk when considered appropriate.

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

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

code of conduct and legal compliance. The Board maintains a formal set of delegated authorities (including policies for credit and treasury), that

clearly define the responsibilities delegated to Management and those retained by the Board. The Board approves these delegated authorities and

reviews them annually.

Liquidity Risk

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

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

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

ability to meet financial obligations as they fall due.

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

– Ensure all financial obligations are met when due;

– Provide adequate protection, even under crisis scenarios; and

– Achieve competitive funding within the limitations of liquidity requirements.

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

liquidity buffer.

Market Risk

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

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

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

Foreign Currency Risk

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

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

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

Interest Rate Risk

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

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

by operating within approved policy limits using an interest rate duration approach.

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

hedge the floating rate exposure as deemed appropriate. The Group had no interest rate derivatives at balance date (2018: $78.0 million).

Funding Risk

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

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

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

Credit Risk

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

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

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

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

and monitors progress.

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

and provisioning.

Capital Management

The capital of the Group consists of share capital, reserves, and retained earnings. The policy of the Group is to maintain a strong capital base so

as to maintain investor, creditor and market confidence while providing the ability to develop future business initiatives. This policy has not been

changed during the period.

60 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 61

Refer to
Accounting

Policies

– page 65.

Refer to

Accounting

Policies

– page 65.

PGG WRIGHTSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

20 FINANCIAL INSTRUMENTS CONTINUED

Quantitative disclosures

(a) Liquidity Risk – Contractual Maturity Analysis

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

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

long term funding for the Group.

WITHIN CONTRACTUAL

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

$000 $000 $000 $000 $000

2019

Liabilities

Debt 2,813 – – 2,813 2,680

Derivative financial instruments 280 62 – 342 342

Trade and other payables 96,802 – – 96,802 96,802

99,895 62 – 99,957 99,824

2018

Liabilities

Debt 41,041 163,231 – 204,272 180,011

Derivative financial instruments 3,645 62 – 4,611 4,611

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

196,642 163,293 – 360,839 336,578

(b) Foreign Currency Exposure Risk

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

GBP USD AUD EURO

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

2019

Cash and cash equivalents – 1 1 1

Trade and other receivables 1,213 2,235 237 4,697

Trade and other payables (565) (5,122) (1,758) (1,991)

Net balance sheet position

648 (2,886) (1,520) 2,707

Forward exchange contracts

Notional forward exchange cover 9,483 1,585 (1,758) 21,356

Net unhedged position

(8,835) (4,471) 238 (18,649)

2018

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

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

Debt – (5,908) – –

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

Net balance sheet position

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

Forward exchange contracts

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

Net unhedged position

5 (1,398) 1,531 19

20 FINANCIAL INSTRUMENTS CONTINUED

(c) Interest Rate Repricing Schedule

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

WITHIN 1 TO 2 OVER 2 NON INTEREST

12 MONTHS YEARS YEARS BEARING TOTA L

$000 $000 $000 $000 $000

2019

Liabilities

Debt 2,680 – – – 2,680

Derivative financial instruments – – – 342 342

Trade and other payables – – – 96,802 96,802

2,680 – – 97,144 99,824

2018

Liabilities

Debt 180,011 – – – 180,011

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

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

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

(d) Accounting classifications and fair values

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

DESIGNATED DESIGNATED

AT FAIR VALUE AT FAIR VALUE

THROUGH OTHER THROUGH PROFIT OTHER TOTAL CARRYING FAIR

COMPREHENSIVE INCOME AND LOSS AMORTISED COST AMOUNT VALUE

$000 $000 $000 $000 $000

2019

Assets

Cash and cash equivalents – – 210,491 210,491 210,491

Derivative financial instruments – 1,001 – 1,001 1,001

Trade and other receivables – – 132,203 132,203 132,203

Other investments – – 470 470 470

Go livestock receivables – – 47,754 47,754 47,754

– 1,001 390,918 391,919 391,919

Liabilities

Debt – – 2,680 2,680 2,680

Derivative financial instruments – 342 – 342 342

Trade and other payables – – 96,802 96,802 96,802

– 342 99,482 99,824 99,824

2018

Assets

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

Derivative financial instruments – 847 – 847 847

Trade and other receivables – – 232,201 232,201 232,201

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

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

Finance receivables – – 733 733 733

30 847 285,649 286,526 286,526

Liabilities

Debt – – 180,011 180,011 180,011

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

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

– 4,611 331,967 336,578 336,578

The Group’s banking facilities are based on floating interest rates therefore the

fair value of the banking facilities equals the carrying value.

62 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 63

Refer to
Accounting

Policies

– page 65.

PGG WRIGHTSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

20 FINANCIAL INSTRUMENTS CONTINUED

Fair value hierarchy

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

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

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

indirectly (ie. derived from prices)

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

There have been no material movements between the fair value hierarchy during the year ended 30 June 2019.

LEVEL 1 LEVEL 2 LEVEL 3 TOTA L

NOTE $000 $000 $000 $000

2019

Assets

Derivative financial instruments – 1,001 – 1,001

Other investments 15 – – – –

– 1,001 – 1,001

Liabilities

Derivative financial instruments – 342 – 342

– 342 – 342

2018

Assets

Derivative financial instruments – 847 – 847

Other investments 15 – – 30 30

– 847 30 877

Liabilities

Derivative financial instruments – 4,611 – 4,611

– 4,611 – 4,611

(e) Credit Risk

Concentrations of Credit Risk

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

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

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

base in New Zealand.

20 FINANCIAL INSTRUMENTS CONTINUED

Financial Instruments Accounting Policies

(i) Non-derivative Financial Assets

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

and cash equivalents and intercompany advances. The Group early adopted NZ IFRS 9 (2009) Financial Instruments from 1 January 2012.

NZ IFRS 9 (2009) requires that an entity classifies its financial assets at either amortised cost or fair value depending on the entity’s business

model for managing the financial assets and the contractual cash flow characteristics of the financial assets. The Group early adopted IFRS 9

(2013) Financial Instruments from 1 January 2015. IFRS 9 (2013) provides amended general hedge accounting requirements.

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

instrument.

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

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

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

Financial assets measured at amortised cost

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

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

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

Financial assets measured at fair value

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

changes recognised in profit or loss.

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

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

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

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

Cash and cash equivalents

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

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

included as a component of cash and cash equivalents.

Trade and Other Receivables

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

(ii) Non-derivative Financial Liabilities

Interest-bearing Borrowings

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

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

Trade and Other Payables

Trade and other payables are stated at cost.

Determination of Fair Values

Determination of Fair Values for Derivatives

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

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

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

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

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

Determination of Fair Values for Non-derivative Financial Instruments

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

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

similar lease agreements.

64 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 65

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

21 OPERATING LEASES

2019 2018

$000 $000

Non-cancellable operating lease rentals are payable as follows:

Within one year 19,884 26,869

Between one and five years 45,871 68,281

Beyond five years 18,648 42,976

84,403 138,126

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

years.

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

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

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

temporary basis. During the year ended 30 June 2019, sublease revenue totalling $0.90 million (2018: $1.18 million) was received.

22 COMMITMENTS

2019 2018

NOTE $000 $000

There are commitments with respect to:

Capital expenditure not provided for 111 2,463

Investment in BioPacificVentures 15 – 51

Contributions to Primary Growth Partnership – Seed and Nutritional Technology – 277

Development Programme

111 2,791

Forward purchase commitments

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

extend for periods of up to 3 years. These commitments are at varying stages of execution, therefore there remains uncertainty associated with

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

23 CONTINGENT LIABILITIES

2019 2018

$000 $000

There are contingent liabilities with respect to:

PGG Wrightson Loyalty Reward Programme 88 102

Guarantee – 3,693

88 3,795

PGG Wrightson Loyalty Reward Programme

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

$0.09 million represents the balance of live points that do not form part of the provision (2018: $0.10 million). Losses are not expected to arise from

this contingent liability.

24 SEASONALITY OF OPERATIONS

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

New Zealand farming inputs are generally weighted towards the Spring season. New Zealand generally has Spring calving and lambing and so

Livestock trading is weighted towards the second half of the financial year in order for farmers to maximise their income. Other business units

have similar but less material cycles. The Group recognises that this seasonality is the nature of the industry and plans and manages its business

accordingly.

25 RELATED PARTIES

Transactions with Key Management Personnel

2019 2018

$000 $000

Key management personnel compensation comprised:

Short-term employee benefits 7,129 6,079

Post-employment benefits 151 151

Termination benefits 1,169 –

8,449 6,230

Directors fees incurred during the year are disclosed in Note 3 Other Operating Expenses.

Other Transactions with Key Management Personnel

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

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

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

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

arm’s length basis. The aggregate value of transactions and outstanding balances relating to Directors, Senior Executives and entities over which

they have control or significant influence were as follows:

TRANSACTION BALANCE TRANSACTION BALANCE

VALUE OUTSTANDING VALUE OUTSTANDING

2019 2019 2018 2018

$000 $000 $000 $000

Key Management

Personnel/Director Transaction

John Nichol

(retired 30 April 2019) Purchase of retail goods 1 – 2 –

Trevor Burt

(retired 30 April 2019) Purchase of retail goods and livestock transactions 137 – 184 –

David Cushing

(appointed 30 April 2019) Purchase of retail goods, wool and livestock

transactions. Also includes provision of defined

benefit pension fund advisory services via

related party Rural Equities Limited 392 37 – –

David Green

(to 30 April 2019) Purchase of retail goods and rental receipts – – 87 –

Stephen Guerin Purchase of retail goods and livestock transactions 7 1 9 –

John McKenzie

(to 30 April 2019) Purchase of retail goods, sale of seed under

production contracts, sale of wool, water services

and livestock transactions 3,911 (265) 3,345 (593)

Peter Newbold Purchase of retail goods 27 2 35 3

Grant Edwards Purchase of retail goods 1 – 1 –

66 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 67

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

26 EVENT SUBSEQUENT TO BALANCE DATE

New bank facilities

During July 2019, the Group arranged new bank facilities. These new facilities provide core facilities of up to $50.00 million and a working capital

facility of up to $70.00 million.

Capital return

On 4 July 2019, the Group announced that a Special Shareholders Meeting would be convened to consider and vote upon a special resolution to

approve a proposed capital distribution of approximately $234.00 million. On 23 July 2019, shareholders approved the special resolution for the

Company to implement the scheme of arrangement and distribution of capital to shareholders. On 31 July 2019, the Company received final High

Court orders approving the return of capital by way of the scheme of arrangement. The distribution of capital is to be made on 14 August 2019.

A consolidation of the Company’s ordinary shares will be implemented following the capital distribution on a 1 for 10 basis, whereby every 10

existing shares in the Company (following completion of the scheme) will be consolidated into one share.

Dividend

On 12 August 2019, the Directors of PGG Wrightson Limited resolved to pay a final dividend of 7.5 cents per share (on a post share consolidation

basis) on 2 October 2019 to shareholders on the Company’s share register as at 5.00pm on 11 September 2019. This dividend will be fully imputed.

27 REPORTING ENTITY

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

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

Financial statements of PGG Wrightson Limited for the year ended 30 June 2019 comprise the Company and its subsidiaries (together referred to

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

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

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

28 BASIS OF PREPARATION

Statement of Compliance

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

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

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

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

These statements were approved by the Board of Directors on 12 August 2019.

Basis of Measurement

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

– Derivative financial instruments are measured at fair value.

– Financial instruments at fair value through profit or loss are measured at fair value.

– Investments are measured at fair value.

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

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

Functional and Presentation Currency

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

New Zealand dollars has been rounded to the nearest thousand.

28 BASIS OF PREPARATION CONTINUED

Use of Estimates and Judgements

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

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

may differ from these estimates and assumptions.

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

estimate is revised and in any future periods affected.

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

consolidated financial statements is included in the following notes:

Note Judgement

1 Operating revenue – construction contracts

11 Carrying value of trade and other receivables

18 Estimates used in determining onerous lease provision

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

29 OTHER SIGNIFICANT ACCOUNTING POLICIES

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

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

(a) Basis of Consolidation

Subsidiaries

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

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

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

that control ceases.

Transactions Eliminated on Consolidation

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

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

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

is no evidence of impairment.

(b) Foreign Currencies

Foreign Currency Transactions

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

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

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

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

the exchange rate at the end of the period.

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

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

Foreign Operations

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

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

exchange rates at the date of the transactions.

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

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

68 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 69

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

29 OTHER SIGNIFICANT ACCOUNTING POLICIES CONTINUED

(c) Impairment

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

An impairment loss is recognised whenever the carrying amount exceeds its recoverable amount. Impairment losses directly reduce the carrying

value of assets and are recognised in profit or loss unless the asset is carried at a revalued amount in accordance with another standard.

Impairment of Equity Instruments

The Group assesses at each reporting date whether there is objective evidence that a financial asset or group of assets is impaired. In the case of

equity instruments that are not held for trading, the Group may elect to present gains and losses through other comprehensive income. If no

election is made fair value gains and losses are recognised in profit or loss.

The recoverable amount of the Group’s investments in held-to-maturity debt instruments and receivables carried at amortised cost is calculated as

the present value of estimated future cash flows, discounted at the original effective interest rate (i.e. the effective interest rate computed at initial

recognition of these financial assets). Receivables with short duration are not discounted.

Impairment losses on an individual basis are determined by an evaluation of the exposures on an instrument by instrument basis. All individual

instruments that are considered significant are subject to this approach.

All known losses are expensed in the period in which it becomes apparent that the receivables are not collectable.

Non-nancial Assets

The carrying amounts of the Group’s non-financial assets, other than biological assets, inventories and deferred tax assets are reviewed at each

reporting date to determine whether there is any indication of impairment. If any such indication exists then the recoverable amount of the asset

is estimated.

An impairment loss is recognised if the carrying amount of an asset or the cash-generating unit to which it relates, exceeds the recoverable

amount. A cash-generating unit is the smallest identifiable asset group that generates cash flows that are largely independent from other assets

and groups. Impairment losses are recognised in profit or loss. The recoverable amount of an asset or cash-generating unit is the greater of its

value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using

a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or unit.

In determining the fair value using value in use, regard is given to external market evidence.

(d) Determination of Fair Values

A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and

liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the methods outlined in the respective notes

for the assets and liabilities. Where applicable, further information about the assumptions made is disclosed in the notes specific to that asset or

liability.

(e ) Intangible Assets

Research and Development

The principal research and development activities are in the development of systems and processes.

Research expenditure on the development of new systems and processes is recognised in profit or loss as incurred. Development activities

involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalised

only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are

probable, and the Group intends to and has sufficient resources to complete development and to use or sell the asset. The expenditure capitalised

includes the cost of materials, direct labour and overhead costs that are directly attributable to preparing the asset for its intended use. Other

development expenditure is recognised in profit or loss when incurred.

Capitalised development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses.

(f ) Statement of Cash Flows

The statement of cash flows has been prepared using the direct approach modified by the netting of certain items as disclosed below.

Deposits received less withdrawals are netted as the cash flows are received and disbursed on behalf of customers and reflect the activities of the

customers rather than those of the Group.

29 OTHER SIGNIFICANT ACCOUNTING POLICIES CONTINUED

(g) Disclosure of non-GAAP financial information

Non-GAAP reporting measures have been presented in the Statement of Profit or Loss or referenced to in the notes to the financial statements.

The following non-GAAP measures are relevant to the understanding of the Group financial performance:

– EBIT (a non-GAAP measure) represents earnings before net interest and finance costs, income tax and the results from discontinued

operations.

– Operating EBITDA (a non-GAAP measure) represents earnings before net interest and finance costs, income tax, depreciation, amortisation,

results from discontinued operations, fair value adjustments and non-operating items.

The PGW Board and management consider the Operating EBITDA measure to promote a more meaningful communication of financial

information. This measure is also the required information for certain stakeholders and for internal management reporting and review.

(h) Standards and Interpretations That Have Been Issued or Amended But Are Not Yet Effective

A number of new standards and interpretations are not yet effective for the year ended 30 June 2019 and have not been applied in preparing

these consolidated financial statements. These include:

– NZ IFRS 16 Leases becomes effective for the Group from the period beginning 1 July 2019. The new standard replaces NZ IAS 17 and requires

implementation of a new lessee accounting model. This is accomplished by recognising a new right of use asset and a corresponding lease

liability. This is calculated as the present value of the remaining payments on the lease. Under the standard leases of less than 12 months, or of

low value can be excluded from recognition.

There will be a material impact on the group’s financial statements from NZ IFRS 16. The impact to the Statement of Financial Position upon

the recognition of right of use assets and liabilities is estimated to be $164.40 million subject to finalisation of the level of assumed leased roll

overs. There is expected to be an increase in depreciation expense of approximately $16.00 million, and interest expense of approximately

$6.00 million. This is subject to the transition modelling and assumptions used. Operating expenses are expected to reduce by an estimated

$21.40 million resulting in a corresponding increase in Operating EBITDA.

– A variety of minor improvements to standards have been made in order to clarify various treatments of specific transactions. These are not

expected to have an impact on the Group’s financial results.

70 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 71

ADDITIONAL FINANCIAL DISCLOSURES
72 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 73

FOREIGN CURRENCY REALISED CAPITAL

SHARE TRANSLATION AND REVALUATION DEFINED BENEFIT FAIR VALUE RETAINED NONCONTROLLING TOTA L

CAPITAL RESERVE RESERVES PLAN RESERVE RESERVE EARNINGS INTEREST EQUITY

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

Balance at 1 July 2017 606,324 (10,281) 23,999 (14,087) (2,587) (316,121) 2,464 289,711

Total comprehensive income for the period

Profit or loss – – – – – 17,964 923 18,887

Other comprehensive income:

Foreign currency translation differences – 6,558 – – – – (150) 6,408

Defined benefit plan actuarial gains/(losses), net of tax – – – 1,785 – – – 1,785

Total other comprehensive income – 6,558 – 1,785 – – (150) 8,193

Total comprehensive income for the period – 6,558 – 1,785 – 17,964 773 27,080

Transactions with shareholders recorded directly in equity

Contributions by and distributions to shareholders

Dividends to shareholders

 – – – – (28,570) (759) (29,329)

Total contributions by and distributions to shareholders – – – – – (28,570) (759) (29,329)

Transfer to retained earnings – – – 3,260 – (3,260) – –

Balance at 30 June 2018 606,324 (3,723) 23,999 (9,042) (2,587) (329,987) 2,478 287,462

Balance at 1 July 2018 606,324 (3,723) 23,999 (9,042) (2,587) (329,987) 2,478 287,462

Adjustment on adoption of NZ IFRS 9, net of tax – – – – – (324) – (324)

Adjusted balance at 1 July 2018 606,324 (3,723) 23,999 (9,042) (2,587) (330,311) 2,478 287,138

Total comprehensive income for the period

Profit or loss – – – – – 131,123 683 131,806

Other comprehensive income:

Foreign currency translation differences – (867) – – – – (17) (884)

Changes in asset revaluation reserve – – 403 – – – – 403

Changes in fair value of equity instrument, net of tax – – – – 21 – – 21

Defined benefit plan actuarial gains/(losses), net of tax – – – (5,398) – – – (5,398)

Total other comprehensive income – (867) 403 (5,398) 21 – (17) (5,858)

Total comprehensive income for the period - (867) 403 (5,398) 21 131,123 666 125,948

Transactions with shareholders r

ecorded directly in equity

Contributions by and distributions to shareholders

Share repurchase and cancellation (6) – – – – – – (6)

Dividends to shareholders – – – – – (15,267) (1,189) (16,456)

Total contributions by and distributions to shareholders (6) – – – – (15,267) (1,189) (16,462)

Sale of PGG Wrightson Seeds Holdings Limited

Reclassification of reserves to Profit & Loss – 3,741 – – – – (2,101) 1,640

Reclassification of reserves to Retained Earnings – 849 260 – – (1,255) 146 –

Total reclassification to Profit of Loss – 4,590 260 – – (1,255) (1,955) 1,640

Transfer to retained earnings – – – 2,768 – (2,768) – –

Total transfer to retained earnings – – – 2,768 – (2,768) – –

Balance at 30 June 2019 606,318 – 24,662 (11,672) (2,566) (218,478) – 398,264

PGG WRIGHTSON LIMITED

STATEMENT OF CHANGES IN EQUITY

For the year ended 30 June 2019

31 to 74:
ANNUAL REPORT 2019 | 75

PGG WRIGHTSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

30 CAPITAL AND RESERVES

No. OF SHARES No. OF SHARES

2019 2018 2019 2018

000 000 $000 $000

On issue at 1 July 754,839 754,849 606,318 606,324

Share capital on issue at 30 June 754,839 754,849 606,318 606,324

All shares are ordinary fully paid shares with no par value, carry equal voting rights and share equally in any profit on the winding up of the Group.

Foreign currency translation reserve

The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations and

the translation of liabilities that hedge the Group’s net investment in a foreign subsidiary. Following the sale of the Seed & Grain segment which

includes all of the Group’s foreign operations and subsidiaries, the amount in the translation reserve has been taken to the Profit or Loss (within

gain on sale in discontinued operations) and the translation reserve was cleared to nil.

Realised capital and revaluation reserves

The realised capital reserve comprises the cumulative net capital gains that have been realised. The revaluation reserve relates to historic

revaluations of property, plant and equipment. The balances relating to the Seed & Grain segment have been transferred to Retained Earnings.

Defined benefit plan reserve

The defined benefit plan reserve contains actuarial gains and losses on plan assets and defined benefit obligations. During the year ended 30 June

2019, the amount of $2.77 million was transferred from the defined benefit reserve to retained earnings (30 June 2018: $3.26 million). This amount

represents the tax impact of lump sum cash contributions made.

Fair value reserve

The fair value reserve comprises the cumulative net change in the fair value of available-for-sale financial assets and equity investments elected at

fair value through other comprehensive income until the investments are derecognised or impaired.

Retained earnings

Retained earnings equals accumulated undistributed profit.

Dividends

A fully imputed 2019 interim dividend of 0.75 cents per share was paid on 5 April 2019 and a fully imputed 2018 final dividend of 1.25 cents per

share was paid on 3 October 2018 (2018: Fully imputed 2018 interim dividend of 1.75 cents per share was paid on 5 April 2018 and a fully imputed

2017 final dividend of 2.0 cents per share was paid on 4 October 2017).

Share Capital Accounting Policies

Ordinary Share Capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction

from equity.

Repurchase of Share Capital

When share capital recognised as equity is repurchased, the amount of the consideration paid, including directly attributable costs, is

recognised as a deduction from equity. Repurchased shares are cancelled. Treasury stock for which unrestricted ownership has not yet been

transferred are not cancelled.

74 | PGG WRIGHTSON LIMITED

i
$

76 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 77

78 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 79
Corporate

Governance and

Board Charter

Incorporating Disclosure of Compliance with the NZX Corporate Governance Code

Introduction

The Board of PGG Wrightson Limited is committed to acting with integrity and expects high standards of behaviour and accountability from all of

PGG Wrightson’s officers and staff. As part of this commitment, the Board has adopted this Corporate Governance Code which incorporates the

Board Charter in section 2 below.

This Code complies with the Recommendations in the NZX 2019 Corporate Governance Code (NZX Code) except where specifically disclosed in

this annual report. This Corporate Governance section is current as at 30 June 2019 and has been approved by PGG Wrightson’s Board of Directors.

The Board’s primary objective is the creation of shareholder value through following appropriate strategies and ensuring effective and innovative

use of PGG Wrightson’s resources in providing customer satisfaction. PGG Wrightson will be a good employer and a responsible corporate citizen.

1. Ethical Behaviour and Code of Conduct

1.1 Directors recognise that it is their role to set high standards of

ethical behaviour, model this behaviour and hold management

accountable for observing, fostering and delivering high ethical

standards throughout the PGG Wrightson Group. In compliance

with NZX Code Recommendation 1.1, the Board has several

documents that codify minimum standards of ethical behaviour,

being the Code of Conduct, Conflict of Interest Policy, Fraud

Prevention Policy and Whistle-Blower Policy, and the Board

Charter listed in section 2 below.

The Board has developed and adopted a written Code of Conduct

which requires all members of the PGG Wrightson Group,

including Directors and employees, to observe the highest of

standards of ethics and conduct, in alignment with these PGG

Wrightson Group Values:

Accountability:

Stand by our word and meet commitments.

Be accountable to our customers and each other.

Leadership:

Set standards and exceed expectations.

Take action and strive to excel.

Lead through innovation.

Integrity:

Operate ethically and with integrity.

Treat others with respect.

Act professionally.

Smarter:

Find ways to be more effective and efficient.

Think, decide and act quickly (without compromising quality).

Learn from mistakes and celebrate successes.

Teamwork:

Share knowledge and information.

Work together to create solutions.

Think and act as ‘One-PGW’.

The Code of Conduct also requires members and staff of the PGG

Wrightson Group to:

Comply with standards including all applicable laws,

regulations, codes, policies and procedures and lawful and

reasonable directions;

Behave in a professional manner in a way that upholds

the PGG Wrightson Group Values and maintains public

confidence in our professionalism, honesty and integrity;

Use PGG Wrightson resources, assets, time, funds and

information only for their authorised/intended purpose;

Treat customers, suppliers, other PGG Wrightson personnel

and third parties with respect, courtesy and dignity;

Ensure their own and others’ health, safety and wellbeing in

the workplace, and protect the environment;

Avoid and/or disclose any Conflicts of Interest (real or

apparent). The PGG Wrightson Group has a detailed Conflicts

of Interest Policy which contains good practice guidelines

surrounding the identification, disclosure and management

of staff conflicts of interest;

Follow company policy on receiving and giving gifts and

gratuities;

Protect PGG Wrightson Group Assets and comply with our

Group Fraud Prevention Policy;

Give proper attention to all matters and create an open

communication environment that results in all material

items being brought to the attention of the appropriate

management; and

Protect the confidentiality of and intellectual property rights

in all non-public information about our customers, suppliers,

PGG Wrightson personnel and business.

The Code of Conduct is available to view on PGG Wrightson’s

website at www.pggwrightson.co.nz under Our Company

> Governance. The Code of Conduct, and where to find it, is

communicated to all staff and is included in regular staff training

and inductions.

The Code of Conduct provides mechanisms to report breaches

of the Code including unethical behaviour and specifies the

disciplinary procedures in place for any breaches. It is the

responsibility of the Board to review the Code of Conduct, to

implement the Code and to monitor compliance. The Board

receives reports on compliance with the Code of Conduct from

its internal audit function. No instances of material breaches have

been reported. PGG Wrightson has a Whistle-Blower policy that

allows any reports of serious wrongdoing including material

breaches of the Code of Conduct to be made on a protected

disclosure basis, which contains a process for direct access to an

independent director, to help encourage a culture of promoting

ethical behaviour and being able to speak up.

PGG Wrightson Limited maintains a Directors and Officers

Interests Register which is regularly updated, documenting

interests disclosed by all Board members and senior

management. The statutory disclosures section in the 2019

Annual Report is compiled from entries in the Directors Interests

Register during the reporting period. Directors may not

participate in Board discussions nor vote on matters in which

they have a personal interest.

1.2 In compliance with NZX Code Recommendation 1.2, the

Company has a detailed securities trading policy applying to all

Directors and staff which incorporates insider trading restraints.

The Securities Trading Policy is available at www.pggwrightson.

co.nz under Our Company > Governance. The Securities Trading

Policy specifies that no Director or employee may buy or sell

PGG Wrightson shares while in possession of inside information.

Inside information is information that is not generally available

and, if it were generally available, a reasonable person would

expect it to have a material effect on the price or value of PGG

Wrightson shares. The policy also states that Directors and staff

in possession of inside information cannot directly or indirectly

advise or encourage any person to deal in PGG Wrightson shares.

Compliance with the Securities Trading Policy is monitored

through the consent process, by education and by notification

by PGG Wrightson’s share registrar Computershare when any

Director or Officer engages in trading activities. Trading in PGG

Wrightson shares by Directors and Officers is disclosed to the

NZX.

2. Board Charter including Board Composition and Performance

2.1 This section 2 outlines the Board’s Charter which is in compliance

with NZX Code Recommendation 2.1. The Board is committed

to the principle that there should be a balance of independence,

skills, knowledge and experience among Directors so that the

Board works effectively. Directors are, except where permitted

by law, required to act in the best interests of PGG Wrightson

Limited and to give proper attention to the matters before

them. The Board is satisfied that the Directors commit the time

needed to be fully effective in the role. Directors are entitled to

seek independent professional advice to assist them in meeting

their responsibilities. The Board is responsible for employing the

Chief Executive and approving the business strategy. There is a

clear understanding of the division of responsibilities between,

and the respective roles of, the Board and management. To

ensure efficiency, the Board has delegated to the Chief Executive

and subsidiary company boards the day to day management

and leadership of the PGG Wrightson Group operations. The

Company has a formal delegated authority framework and policy

that sets out matters reserved for the Board and sub-delegates

certain authorities to the Chief Executive and Managers within

defined limits.

80 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 81
2.2 In compliance with NZX Code Recommendation 2.2 that

every issuer should have a procedure for the nomination

and appointment of directors to the Board, this is done as

circumstances require. PGG Wrightson Limited has a formal and

transparent method for the nomination and appointment of

directors to the Board – nominations are publicly called for by

notice on the NZX and considered at the Annual Meeting. Checks

will be done and key information about a candidate provided

to shareholders in the Notice of Annual Meeting, including any

material adverse information disclosed in the checks where a

candidate is standing for the first time or the term of office if

seeking re-election. Directors may be appointed by the Board

between Annual Meetings as permitted by the Constitution but

are required to seek re-election at the next Annual Meeting. The

Constitution contains no provisions for compulsory retirement or

a fixed tenure for Directors, although Directors must periodically

retire and seek re-election in accordance with the Constitution

and NZX Listing Rules.

2.3 In compliance with NZX Code Recommendation 2.3 that an

issuer should enter into written agreements with each newly

appointed Director establishing the terms of their appointment,

the Board has a template Director Letter of Appointment

available for use which sets out the written expectations of

Directors and which is used for all new Directors.

2.4 In compliance with NZX Code Recommendation 2.4, information

about each Director is disclosed in this annual report, including a

profile of experience, length of service, independence, ownership

interests and attendance at Board meetings. As at 30 June 2019

the Board had six Directors. Their experience, qualifications and

the value that they contribute to the Board are listed in the Board

of Directors biographies set out in the 2019 Annual Report. The

full Board met in person seven times during the year ended 30

June 2019. Directors also meet on other occasions for strategic

planning and held conference calls from time to time as required.

The attendance at physical Board meetings of all Directors who

served during the financial year to 30 June 2019 is set out below,

including attendance in part:

DIRECTOR

NUMBER OF BOARD

MEETINGS ATTENDED

NUMBER OF AUDIT

COMMITTEE MEETINGS ATTENDED

NUMBER OF REMUNERATION

COMMITTEE MEETINGS ATTENDED

Rodger Finlay (from 30 April 2019) 211

Sarah Brown (from 30 April 2019)21

David Cushing (from 30 April 2019)211

Joo Hai Lee632

Ronald Seah 712

U Kean Seng72

Alan Lai (until 30 October 2018)21

Trevor Burt (until 30 April 2019)51

Bruce Irvine (until 30 April 2019)531

John Nichol (until 30 April 2019)531

PGG WRIGHTSON LTD’S

BOARD OF DIRECTORS AS AT

30 JUNE 2019

PGG WRIGHTSON LTD’S

BOARD OF DIRECTORS AS

AT 30 JUNE 2018

PGG WRIGHTSON LTD’S

OFFICERS

AS AT 30 JUNE 2019

+

PGG WRIGHTSON LTD’S

OFFICERS

AS AT 30 JUNE 2018

PGG WRIGHTSON GROUP

WORKFORCE*

AS AT 30 JUNE 2019

+

PGG WRIGHTSON GROUP

WORKFORCE*

AS AT 30 JUNE 2018

Number of Males 577119891408

Percentage of Males 83%100%88%91%61%65%

Number of Females 1011629753

Percentage of Females 17%0%12%9%39%35%

* Calculation methodology excludes casuals, fixed term employees and independent commission agents/independent contractors.

+

Note that 30 June 2018 Officers and Workforce figures include Seed & Grain employees whereas 30 June figures 2019 do not due to the sale of PGG Wrightson

Seeds Holdings Ltd.

2.5 In compliance with NZX Code Recommendation 2.5, the Board

has a Diversity Policy which is available at www.pggwrightson.

co.nz under Our Company > Governance. Attributes that are

particularly relevant to PGG Wrightson are culture, ethnicity/

nationality, gender and skills. The Board has evaluated PGG

Wrightson’s performance against its Diversity Policy objectives

which relate to the working environment, employment and

selection opportunities, Board appointment recommendations,

leadership training and HR management support, and considers

that these objectives have been met.

The table below lists the numerical quantitative breakdown of

the gender composition of PGG Wrightson’s Board of Directors

and its Officers as at 30 June 2019 and comparative figures for 30

June 2018. An Officer means a person, however designated, who

is concerned or takes part in the management of PGG Wrightson

Limited’s business, but excludes a person who does not report

directly to the Board or who does not report directly to a person

who reports to the Board.

Corporate

Governance and

Board Charter

continued

2.6 In compliance with NZX Code Recommendation 2.6, Directors

are expected to undertake appropriate training to remain current

on how best to perform their duties as a Director of a listed

company. Directors are regularly updated on relevant industry

and company issues, undertake visits to PGG Wrightson and

customer branches and operations, and receive briefings from

Executive Managers from all Business Units. Directors are able

to attend PGG Wrightson Business Unit conference sessions to

further their training.

2.7 In compliance with NZX Code Recommendation 2.7, the Board

has a process to regularly assess the performance of each

Director, the Board as a whole, and Board Committees.

2.8 In compliance with NZX Code Recommendation 2.8, a majority

of the Board are Independent Directors, with four out of

six Directors being independent. In accordance with NZX

requirements, no less than one third of the total number of

Directors are required to be Independent Directors. The Board

meets this requirement. The Board defines an Independent

Director as one who:–

is not an executive of the Company; and

has no disqualifying relationship within the meaning of the

NZX Listing Rules.

The statutory disclosures section in the 2019 Annual Report lists

the Company’s Directors’ independence status. The Board reviews

any determination that it makes on a Director’s independence on

becoming aware of any information that indicates that a Director

may have a relevant material relationship. Directors are required

to immediately advise of any new or changed relationships so

the Board can consider and determine its materiality. Directors’

interests including other relevant directorships that they hold are

listed on pages 87 to 88 of the 2019 Annual Report. None of the

Directors sit on any PGG Wrightson Group companies apart from

the parent PGG Wrightson Limited.

2.9 In compliance with NZX Code Recommendation 2.9, the

Chairman Rodger Finlay is an Independent Director.

82 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 83
3. Board Committees

The Board has delegated some of its powers to Board

Committees where it will enhance its effectiveness in key areas

while still retaining Board responsibility. As at 30 June 2019 the

Board had two standing Committees – the Audit Committee, the

Remuneration and Appointments Committee.

The Committees are made up of a minimum of three non-

Executive Director members and each Committee has a written

Board-approved charter which outlines that Committee’s

role, rights, responsibilities, membership requirements and

relationship with the Board. In compliance with NZX Code

Recommendation 2.7, the Board has a process to formally

review the performance of each Committee from time to time

in accordance with the relevant Committee’s written charter.

Proceedings of Committees are reported back to the full Board to

allow other Directors to question Committee members.

3.1 Audit Committee

In compliance with NZX Code Recommendation 3.1, as

explained below, the Audit Committee operates under a written

charter, membership is majority independent and comprises

solely of non-Executive Directors, and the Chairman of the Audit

Committee David Cushing is an Independent Director and is not

also the Chairman of the Board.

The Audit Committee Charter has been recently reviewed

and is available on PGG Wrightson’s website at

www.pggwrightson.co.nz under Our Company > Governance.

The members of the Audit Committee are currently David

Cushing (Chairman), Rodger Finlay and Joo Hai Lee. The majority

of the members of the Audit Committee are Independent

Directors. No member of the Audit Committee is an Executive

Director. The Audit Committee has appropriate financial

expertise, with all current members having an accounting or

financial background. The Audit Committee met four times

during the financial year.

The main responsibilities of the Audit Committee are:

Ensuring effectiveness of the accounting and internal control

systems;

Ensuring the Board is properly and regularly informed and

updated on corporate financial matters;

Monitoring and reviewing the independent and internal

auditing practices;

Recommending the appointment and removal of the

external auditor and considering a change in the lead audit

partner where the auditors continue in office for a period

exceeding five years;

Ensuring the ability and independence of the auditors to

carry out their statutory audit role is not impaired or could

reasonably be perceived to be impaired.

To interface with management, internal auditors and

external auditors and review the financial reports, as well as

advising all Directors whether they comply with appropriate

laws and regulations.

Overseeing matters relating to the values, ethics and

financial integrity of the Group;

To report Audit Committee proceedings back to the Board.

The Audit Committee has the authority to appoint outside legal

or other professional advisors if it considers necessary. The Audit

Committee on occasions meets with the internal auditors and

external auditors without the management present.

3.2 In compliance with NZX Code Recommendation 3.2, employees

only attend Committee meetings at the invitation of the

Committee as is considered appropriate.

3.3 Remuneration and Appointments Committee

In compliance with NZX Code Recommendation 3.3, the

Remuneration and Appointments Committee operates under a

written Charter, and the majority of members are independent

directors as the Committee is comprised of the full Board. In

compliance with NZX Code Recommendation 4.2 the Charter

is available on PGG Wrightson’s website at www.pggwrightson.

co.nz under Our Company > Governance. The Remuneration

and Appointments Committee is chaired by Rodger Finlay. The

Remuneration and Appointments Committee met twice during

the financial year as part of a full Board meeting. Employees only

attend Committee meetings at the invitation of the Committee

as is considered appropriate.

The main responsibilities of the Remuneration and Appointments

Committee are:

To undertake an annual performance appraisal of the Chief

Executive and review the appraisal of direct reports to the

Chief Executive;

To review compensation policy and procedures, including

employee benefits and superannuation, and recommend to

the Board remuneration changes for the Chief Executive and

direct reports to the Chief Executive;

To review succession planning and senior management

development plans;

To report Committee proceedings back to the Board.

A subcommittee of the Remuneration and Appointments

Committee was established during the year, chaired by Rodger

Finlay, for the purpose of recruiting the new Chief Executive. That

culminated in the recommendation from the subcommittee to

appoint Stephen Guerin, which was approved by a full Board

resolution.

The role of the Remuneration and Appointments Committee as

set out in its Charter will be expanded to include the function

of recommending remuneration packages for Directors to

shareholders in future when such a recommendation to

shareholders is put forward.

3.4 In relation to NZX Code Recommendation 3.4, the Board does

not have a nomination Committee to recommend director

appointments to the Board as that is carried out by the whole

Board.

3.5 In compliance with NZX Code Recommendation 3.5, the Board

has considered but does not think it is currently necessary to

have any other Board committees as standing Board committees.

Other committees are formed as and when required.

3.6 In relation to NZX Code Recommendation 3.6, if and when

necessary the Board will establish appropriate protocols that set

out the procedure to be followed if there is a takeover offer for

the issuer including any communication between insiders and

the bidder. The protocols will disclose the scope of independent

advisory reports to shareholders, the option of establishing an

independent takeover committee, and the likely composition

and implementation of an independent takeover committee. The

Board does not consider it necessary to establish such protocols

in advance as standing protocols but will do so if the need arises.

Corporate

Governance and

Board Charter

continued

4. Reporting and Disclosure

4.1 The Board endorses the principle that it should demand

integrity both in financial and non-financial reporting and in the

provision by management of information of sufficient content,

balance, quality and timeliness to enable the Board to effectively

discharge its disclosure duties.

In compliance with NZX Code Recommendation 4.1, the Board

has adopted a Continuous Disclosure Policy which is available

on PGG Wrightson’s website at www.pggwrightson.co.nz under

Our Company > Governance. The Company will provide timely

and adequate disclosure of information on matters of material

impact to shareholders and comply with the continuous

disclosure and other listing requirements of the NZX relating to

shareholder reporting. PGG Wrightson has established and will

maintain processes for the provision of information to the Board

by management of sufficient content, quality and timeliness, as

the Board considers necessary to enable the Board to effectively

discharge its duties.

4.2 In compliance with NZX Code Recommendation 4.2, PGG

Wrightson’s Code of Conduct, Board and Committee Charters,

Diversity Policy and other key governance policies are available

to view on PGG Wrightson’s website at www.pggwrightson.co.nz

under Our Company > Governance.

4.3 In compliance with NZX Code Recommendation 4.3, PGG

Wrightson considers that its financial reporting is balanced, clear

and objective. The Board receives assurances from the Chief

Executive Officer and Chief Financial Officer that the Directors’

declaration provided in accordance with International Financial

Reporting Standards (IFRS) and NZ IFRS is founded on a sound

system of risk management and internal control, and that the

system is operating effectively in all material respects in relation

to financial reporting risks.

4.4 PGG Wrightson considers that its non-financial reporting is

informative, contains forward-looking assessment, and aligns

with key strategies and metrics monitored by the Board. Non-

financial disclosure, including material environmental, economic

and social sustainability factors and practices, risks and other

key risks, risk management and relevant internal controls, is

outlined in various sections of this annual report. The Company

also communicates through the Interim and Annual Reports,

releases to the NZX and media, and on its website at

www.pggwrightson.co.nz.

84 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 85
5 Director and Officer/Executive Remuneration

5.1 The Board is committed to the policy that remuneration of

Directors and Officers/Executives should be transparent, fair

and reasonable. The Board’s Remuneration Policy for Directors is

that Directors’ fees in aggregate must be formally approved by

shareholders. In compliance with NZX Code Recommendation

5.1, the statutory disclosures section in the 2019 Annual Report

lists the Company’s Directors’ actual remuneration including

any Board Committee fees paid. There are no performance

incentives for any Directors. The Board has not elected to create a

performance-based Equity Security Compensation Plan. Further

the Board supports Directors investing a portion of their Directors’

remuneration in purchasing shares in the Company but it does

not consider this should be mandatory.

5.2 The Board considers that it partially complies with NZX Code

Recommendation 5.2, being that PGG Wrightson’s policy for

remuneration of Officers outlines the relative weightings of

remuneration components and relevant performance criteria.

Directors’ remuneration does not have performance criteria

attached to it. All executive remuneration incentives align with

financial and non-financial performance measures relating

to PGG Wrightson’s objectives and are compatible with PGG

Wrightson’s risk management policies and systems.

5.3 In compliance with NZX Code Recommendation 5.3, the

remuneration arrangements in place for the Chief Executives,

during the year ended 30 June 2019 including disclosure of the

base salary, short-term incentives and long-term incentives and

the performance criteria used to determine performance-based

payments, are outlined on page 91 of this annual report.

6 Risk Management

6.1 In compliance with NZX Code Recommendation 6.1, PGG

Wrightson has in place a risk management framework for its

business to manage any existing risks and to report the material

risks facing the business and how these are being managed. The

Board receives and reviews regular reports.

It is the responsibility of the Board to monitor the broader

risk management processes in place to identify and

manage potential and relevant risks. Directors have a sound

understanding of the key risks faced by the business.

In discharging this obligation, the Board has:

In conjunction with the Chief Executive, Audit Committee,

internal and external audit, set up and monitored rigorous

processes for risk management and internal controls

to ensure that management prudently and efficiently

manage resources, and the identification of the nature

and magnitude of the Company’s material risks. PGG

Wrightson has a comprehensive Risk Policy and Group Risk

Management Framework;

Considered the nature and extent of risks the Board is

willing to take to achieve its strategic objectives. The

Company is committed to the management of risk to

achieve sustainability of service, employment and profits,

and therefore takes on controlled amounts of risk when

considered appropriate;

In conjunction with the Chief Executive and Audit

Committee, reviewed the effectiveness and integrity of

compliance and risk management systems within the

business. The Board receives and reviews regular reports

on the operation of the risk management framework that

includes policies and internal control processes, as well as

any developments in relation to key risks. Reports include

oversight of the Company’s Group risk register and highlight

the main risks to the Company’s performance and the steps

being taken to manage these; and

Established a separate management Risk and Compliance

Committee that is responsible for the oversight of business

risks and future risk strategy.

The Board maintains insurance coverage with reputable insurers

for relevant insurable risks and recently renewed its insurance

policies in accordance with the policy approach determined by

the Board.

6.2 In compliance with NZX Code Recommendation 6.2, PGG

Wrightson has on page 7 of this 2019 Annual Report disclosed

how it manages its health and safety risks and has reported on

our health and safety risks, performance and management.

7 Independent Auditors

7.1 In compliance with NZX Code Recommendation 7.1, the Board

has established a framework as set out below for the Company’s

relationship with its external auditors. This includes procedures:

(a) for sustaining communication with the external auditors;

(b) to ensure that the ability of the external auditors to carry out

their statutory audit role is not impaired, or could reasonably

be perceived to be impaired;

(c) to address what, if any, services (whether by type or level)

other than their statutory audit roles may be provided by the

auditors; and

(d) to provide for the monitoring and approval by the Audit

Committee of any service provided by the external auditors

other than in their statutory audit role.

The Board subscribes to the principle that it has a key function

to ensure the quality and independence of the external

audit process. The Board operates formal and transparent

procedures for sustaining communication with PGG Wrightson’s

independent and internal auditors. The Board seeks to ensure

that the ability, objectivity and independence of the auditors

to carry out their statutory audit role is not compromised or

impaired or could reasonably be perceived to be compromised

or impaired. The auditors are invited to attend all Audit

Committee meetings (except where auditor remuneration is

discussed). This attendance can include invitations for private

sessions between the Audit Committee and the external auditor

without management present. In addition, the lead audit partner

of the external auditor is rotated at least every five years.

To ensure there is no conflict with other services that may be

provided by the external auditors, the Company has adopted a

policy whereby the external auditors will not provide any other

services unless specifically approved by the Audit Committee.

The external auditors KPMG did provide some small value non-

financial statement audit work in the year ended 30 June 2019

which was pre-approved by the Audit Committee. The nature of

the types of work completed and the remuneration received is

disclosed on page 41 of the Annual Report. The external auditors

confirmed in their audit report on pages 75 to 77 of this Annual

Report that those matters did not impair their independence as

auditor of the Group.

7.2 In compliance with NZX Code Recommendation 7.2, the external

auditor attends the Annual Meeting to answer questions from

shareholders in relation to the audit.

7.3 In compliance with NZX Code Recommendation 7.3, PGG

Wrightson’s internal audit functions are disclosed here. The

internal audit function comprised a Team Leader and a Business

Assurance Manager supported by a Panel of co-source partners.

The internal audit function is responsible for carrying out internal

audits in accordance with the internal audit plan approved by

the Audit Committee. The function reviews and reports on the

effectiveness of internal control systems and processes for the

Company.

Corporate

Governance and

Board Charter

continued

86 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 87
The following particulars of notices were given by Directors of the Company pursuant to

section 140(2) of the Companies Act 1993 for the year 1 July 2018 to 30 June 2019

DIRECTOR INTEREST ORGANISATION

R Finlay

Chairman

Appointed 30 April 2019 Chairman Mundane Asset Management Limited (UK)

Independent Advisory Panel of Provincial Growth Fund

St Andrews College Foundation (Trustee)

Deputy Chairman Rural Equities Limited

Director Moeraki Limited

Ngāi Tahu Holdings Ltd

Mundane World Leaders Fund Limited (Cayman)

Trustee Burnett Valley Trust

Governor Radio New Zealand Ltd

J H Lee

Deputy Chairman Director Hayflux Limited

Sinocloud Group Limited

Agria Corporation

Agria (Singapore) Pte Ltd

Lung Kee (Bermuda) Holdings Limited

Raffles United Holdings Limited

S Brown

Appointed 30 April 2019 Director Electricity Invercargill Limited

PowerNet Limited

OtagoNet Limited

OtagoNet Properties Limited

Electricity Southland Limited

Pylon Limited

Southland Regional Development Agency Limited

Panellist Independent Advisory Panel for the Provincial Growth Fund

Trustee Southland Boys High School

1000 Days Trust

Turnbull Trust

Statutory

Disclosures

8 Shareholder Rights & Relations

8.1 While the Company does not have a formal shareholder

or stakeholder relations policy, the Board actively fosters

constructive relationships with its shareholders, as appropriate.

The Board is at all times cognisant of the need to protect and act

in the best interests of the Company’s shareholders.

In compliance with NZX Code Recommendation 8.1, PGG

Wrightson’s website www.pggwrightson.co.nz has an Investors

Section where investors and interested stakeholders can

access financial and operational information and key corporate

governance information. This contains key governance

documents and policies, contact details for investor matters,

current and past Annual Reports, notices of meetings and

other key dates in the investor schedule, the constitution,

media releases and NZX announcements, periodic financial

information, dividend histories and other information. PGG

Wrightson lists its Business Unit descriptions and key activities

on its website, and its releases contain information on business

goals and performance. The Company encourages shareholder

participation at the Annual Meeting, by providing as an item of

General Business, the conducting of a shareholder discussion,

where a reasonable opportunity is given for shareholders to

question, discuss or comment on the management of the

Company.

8.2 In compliance with NZX Code Recommendation 8.2, PGG

Wrightson allows investors the ability to easily communicate with

it, including providing the option to receive communications

electronically. The Company has continued to seek to improve

shareholder participation, efficiency and cost effectiveness

of communication with shareholders by offering them its

e-comms programme, where shareholders can elect to

receive their security holder communication by full electronic

communications.

8.3 In compliance with NZX Code Recommendation 8.3,

shareholders have the right to vote on major decisions which

may change the nature of the Company.

8.4 If PGG Wrightson was seeking additional equity capital in the

future, it would consider the recommendation in NZX Code

Recommendation 8.4 to offer further equity securities to existing

equity security holders of the same class on a pro rata basis and

no less favourable terms before further equity securities are

offered to other investors.

8.5 In compliance with NZX Code Recommendation 8.5, the

shareholders’ Notice of Annual Meeting is posted on the website

as soon as possible and at least 20 working days prior to the

meeting.

9 Annual Review

9.1 A review of this Corporate Governance Code and associated

processes and procedures is completed on an annual basis

to ensure the Company adheres to best practice governance

principles (as promulgated by the relevant authoritative bodies)

and maintains high ethical standards.

Corporate

Governance and

Board Charter

continued

88 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 89
DIRECTOR INTEREST ORGANISATION

B D Cushing

Appointed 30 April 2019 Executive Chairman Rural Equities Limited

Director Skellerup Holdings Limited

H&G Ltd

Red Steel Limited

Makowai Farm Limited

Webster Limited (ASX)

L S Seah Chairman Nucleus Connect Pte Limited

Director M&C Reit Management Limited

M&C Business Trust Management Limited

Global Investments Limited

Telechoice International Limited Yanlord Land Group Limited

Non-Executive Director Life Health Group Ltd

Life Clinic Ltd

Sole Proprietor Soft Capital Sg

U Kean Seng Head of Corporate Agria Corporation

and Legal Affairs


In addition, R Finlay and B D Cushing advised that they hold interests in farming operations that transact business with PGG Wrightson Limited

companies on normal terms of trade.

Statutory

Disclosures continued

Directors’ Remuneration

The following persons held office, or ceased to hold office, as a Director during the year to 30 June 2019 and received the following remuneration

(including the value of any benefits). Fees are not paid for membership of the Remuneration & Appointments Committee. Figures are gross and

exclude GST (if any):

DIRECTORPGG WRIGHTSON LIMITEDDIRECTORS’ FEESAUDIT COMMITTEECOMMITTEE FEES

TOTA L

REMUNERATION

R J Finlay

1

Chairman$35,769.23$1,703.30$37,472.53

J H Lee

3

Deputy Chairman$106,739.1310,000.00$116,739.13

S Brown

1

$13,626.37–$13,626.37

B D Cushing

1

$13,626.37 Chairman$3,406.59 $17,032.96

L S Seah$80,000.00–$80,000.00

U Kean Seng$80,000.00–$80,000.00

G Lai

2

Previous Chairman$69,619.57–$69,619.57

T J Burt

4

Previous Deputy Chairman$144,970.73–$144,970.73

B R Irvine

4

$66,593.41Previous Chairman$16,648.35$83,241.76

J E Nichol

4

$66,593.41$8,324.18$74,917.59

1

Appointed 30 April 2019

2

Resigned 30 October 2018

3

Appointed Interim Chairman 31 October 2018 to 30 April 2019 and becoming Deputy Chairman from 1 May 2019

4

Resigned 30 April 2019

Directors’ Shareholdings

As at 30 June 2019 no Directors of PGG Wrightson Limited held shares

in PGG Wrightson. J H Lee and U Kean Seng are associated persons

of substantial product holder Agria (Singapore) Pte Limited holding

33,463,399 shares post share consolidation as at 12 August 2019

(379,068,619 as at 30 June 2018).

B D Cushing is an associated person of H & G Limited holding 2,006,732

shares post share consolidation as at 12 August 2019.

Directors’ Share Transactions

No Directors of the Company have notified the Company of any share

transactions between 1 July 2018 and 30 June 2019 apart from interests

in substantial product holder transactions separately disclosed.

Directors’ Independence

The Board has determined that as at 30 June 2019:

The following Directors are Independent Directors: R Finlay, B D

Cushing, S Brown and L S Seah.

The following Directors are not Independent Directors by virtue of

their association with a substantial product holder: J H Lee and U

Kean Seng.

NZX Waivers

No waivers have been granted and published by the NZX during the

12 months ending 30 June 2019.

Directors’ Indemnity and Insurance

In accordance with section 162 of the Companies Act 1993 and the

Constitution of the Company, the Company has insured Directors and

Officers against liabilities to other parties that may arise from their

positions as Directors and Officers of the Company, Subsidiaries and

Associates. This insurance does not cover liabilities arising from criminal

actions and deliberate and reckless acts or omissions.

Use of Company Information by Directors

The Board has implemented a protocol governing the disclosure of

Company information to its substantial product holders. In accordance

with this protocol and section 145 of the Companies Act 1993, J H

Lee and U Kean Seng have given notice that while directors they may

disclose certain information to Agria Corporation in order to seek, and

inform the Board of, its view as to the governance and operation of

the Company and in order to enable Agria Corporation to comply with

certain statutory obligations.

90 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 91
Employee Remuneration

Set out below are the numbers of employees of the Company and its

subsidiaries who received remuneration and other benefits of $100,000

or more during the year, in their capacity as employees.

The schedule includes:

all monetary payments actually made during the year, including

termination payments and the face value of any at-risk long-term

incentives granted, where applicable;

the employer’s contributions to superannuation funds, retiring

entitlements, health insurance schemes and other payments to

terminating employees (e.g. long service leave);

livestock employees who are remunerated on a commission basis

and whose remuneration fluctuates materially from year to year.

Livestock remuneration includes incentives paid in the current year

that were earned in respect of the prior year’s performance; and

Seed & Grain staff payments from 1 July 2018 until 1 May 2019 as

they ceased to be part of the Group effective from settlement of the

sale of PGG Wrightson Seeds Holdings Limited on 1 May 2019.

The schedule excludes:

amounts paid post 30 June 2019 that related to services provided in

the 2018/2019 financial year;

telephone concessions to some employees that can include free

telephone line rental, national and international phone calls and

online services;

independent real estate/livestock commission agents;

any benefits received by employees that do not have an

attributable value.

The remuneration details of employees paid outside of New Zealand

have been converted into New Zealand dollars. No employees

appointed as a director of a subsidiary company of PGG Wrightson

Limited receives or retains any remuneration or other benefits from

PGG Wrightson Limited for acting as such.

Statutory

Disclosures continued

The Board’s Remuneration and Appointments Committee approves

the Group’s remuneration policy. The Committee also reviews and

recommends to the Board for approval the remuneration of the Chief

Executive Officer and the remuneration of the executives who report

directly to the Chief Executive Officer.

In compliance with the NZX Code Recommendation 5.3, the

remuneration arrangements in place for PGG Wrightson’s Chief

Executives during the year ended 30 June 2019 are set out below.

Ian Glasson received payments totalling $3,838,939 as follows:

$1,506,939 - part year base salary (including annual leave

entitlements on termination).

$1,132,000 - termination payment received upon completion of

employment contract.

$1,000,000 - 100% of the long-term incentive with the following

performance criteria - Financial Results, Strategic Objectives and

Health and Safety performance.

$200,000 - annual short term incentive for FY2018 with the

following performance criteria - Financial Results, Strategic

Objectives and Health and Safety performance.

Stephen Guerin in his role as Chief Executive received a payment of

$57,538 for part year base salary.

The Board of Directors’ general policy for Chief Executive remuneration

is payment of a base salary and an annual short-term incentive based

on achievement of performance criteria being Financial Results,

Strategic Objectives and Health and Safety performance.

REMUNERATION RANGENUMBER OF EMPLOYEES

$100,000 – $110,00067

$110,001 – $120,00062

$120,001 – $130,00055

$130,001 – $140,00051

$140,001 – $150,00030

$150,001 – $160,00031

$160,001 – $170,00021

$170,001 – $180,00013

$180,001 – $190,00013

$190,001 – $200,00010

$200,001 – $210,00016

$210,001 – $220,0009

$220,001 – $230,0008

$230,001 – $240,0004

$240,001 – $250,0007

$250,001 – $260,0005

$260,001 – $270,0006

$270,001 – $280,0003

$280,001 – $290,0003

$290,001 – $300,0001

REMUNERATION RANGENUMBER OF EMPLOYEES

$300,001 – $310,0001

$310,001 – $320,0002

$320,001 – $330,0004

$330,001 – $340,0002

$340,001 – $350,0004

$350,001 – $360,0003

$360,001 – $370,0003

$370,001 – $380,0002

$380,001 – $390,0001

$390,001 – $400,0001

$410,001 – $420,0001

$430,001 – $440,0001

$630,001 – $640,0001

$640,001 – $650,0001

$670,001 – $680,0001

$700,001 – $710,0001

$730,001 – $740,0001

$1,020,001 – $1,030,0001

$3,830,001 – $3,840,0001

92 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 93
Australian Companies during the part year 1 July 2018 to 1 May 2019

These Companies ceased to be part of the PGG Wrightson Ltd Group from 1 May 2019.

LEGAL COMPANY NAME PGG WRIGHTSON DIRECTORS

Agricom Australia Pty Limited (previously Agricom Australia Seeds Pty Limited)I Glasson (R), JD McKenzie, J Stewart

PGG Wrightson Seeds Australia Holdings Pty LimitedI Glasson (R), JD McKenzie, J Stewart

PGG Wrightson Seeds (Australia) Pty LimitedI Glasson (R), JD McKenzie, J Stewart

* PGG Wrightson Ltd staff directors who resigned as at 1 May 2019.

South American Companies during the part year 1 July 2018 to 1 May 2019

These Companies ceased to be part of the PGG Wrightson Ltd Group from 1 May 2019.

LEGAL COMPANY NAME PGG WRIGHTSON DIRECTORS

Afinlux S.A. (51.2%) (Uruguay)M Banchero, R Rodriguez, JD McKenzie

Agimol Corporation S.A.M Banchero, JD McKenzie

Agrosan S.A. (Uruguay)M Banchero, JD McKenzie, I Glasson (R)

PGG Wrightson Seeds Argentina S.A.M Banchero, JD McKenzie, R Moyano, E Beccar Varela, MD Auro

APL San Jose S.A. (60%) (Uruguay)M Banchero, A Ponte, F Valverde

Escritorio Romualdo Rodriguez Ltda (99.6%)(Uruguay)Administrator: Afinlux S.A.

Hunker S.A. (Uruguay)M Banchero, JD McKenzie, I Glasson (R)

Juzay S.A. (Uruguay)M Banchero, JD McKenzie, I Glasson (R)

Kroslyn S.A. (Uruguay)M Banchero, JD McKenzie, I Glasson (R)

Lanelle S.A. (Uruguay)M Banchero, JD McKenzie, I Glasson (R)

PGW Sementes Ltda (97.22%) (Brazil)M Banchero, H De Boni

Patagonia Seeds Sociedad Anonima (75%) (Argentina)M Banchero, JM Allonca

PGG Wrightson Uruguay Limited S.A. (Uruguay)M Banchero, JD McKenzie, I Glasson (R)

PGW AgriTech South America S.A. (Uruguay)M Banchero, JD McKenzie, I Glasson (R)

Wrightson Pas S.A. (Uruguay)M Banchero, JD McKenzie, I Glasson (R)

General

Disclosures

Subsidiary Company Directors

The following persons held the office of Director of the respective subsidiaries (as defined in the Companies Act 1993) during the year or part year

as indicated on behalf of the Group. Directors appointed (A) or who resigned (R) during the year or part year are indicated. Staff appointments do

not receive Director fees or other benefits as a Director. Unless otherwise indicated, Group ownership is 100%.

New Zealand Companies during the full year 1 July 2018 to 30 June 2019

LEGAL COMPANY NAME PGG WRIGHTSON DIRECTORS

Agriculture New Zealand LimitedJS Daly, I Glasson (R), SJ Guerin (A)

Ag Property Holdings LimitedJS Daly, I Glasson (R), SJ Guerin (A)

AgriServices South America LimitedJS Daly, I Glasson (R), SJ Guerin (A)

Bidr LimitedSJ Guerin (A), PJ Moore (A), PC Scott (A)

Bloch & Behrens Wool (NZ) LimitedJS Daly, I Glasson (R), SJ Guerin (A), G Edwards

NZ Agritrade Limited JS Daly, I Glasson (R), SJ Guerin

PGW Rural Capital LimitedJS Daly, I Glasson (R), SJ Guerin (A)

PGG Wrightson Employee Benefits Plan LimitedCD Adam, JS Daly, GR Davis, SJ Guerin

PGG Wrightson Employee Benefits Plan Trustee Limited CD Adam, PR Drury, GR Davis, SJ Guerin

PGG Wrightson Investments LimitedJS Daly, I Glasson (R), SJ Guerin (A)

PGG Wrightson Real Estate Limited JS Daly, I Glasson (R), SJ Guerin (A)

PGG Wrightson Trustee LimitedJS Daly, SJ Guerin

New Zealand Companies during the part year 1 July 2018 to 1 May 2019

These Companies ceased to be part of the PGG Wrightson Ltd Group from 1 May 2019.

LEGAL COMPANY NAME PGG WRIGHTSON DIRECTORS

Agricom LimitedJS Daly (R), I Glasson (R), JD McKenzie

Forage Innovations Limited (51%)DHF Green, JD McKenzie

Grasslands Innovation Limited (70%)DHF Green, JD McKenzie, JD Stewart (A)

PGG Wrightson Consortia Research LimitedJS Daly (R), I Glasson (R), JD McKenzie

PGG Wrightson Seeds Holdings LimitedJD McKenzie, I Glasson (R)

PGG Wrightson Seeds Limited JS Daly (R), I Glasson (R), JD McKenzie

PGG Wrightson Seeds New Zealand LimitedJD McKenzie, I Glasson (R)

PGG Wrightson Seeds South America Holdings LimitedJS Daly (R), I Glasson (R)

Wrightson Seeds LimitedJD McKenzie, I Glasson (R)

94 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 95
PGG Wrightson Limited is quoted on the New Zealand Stock Market of NZX Limited (code PGW).

Post share consolidation, on 12 August 2019, PGG Wrightson Limited had 75,484,083 ordinary shares

on issue. As at 30 June 2019, PGG Wrightson Limited had 754,839,050 ordinary shares on issue.

Substantial Product Holders

At 31 July 2019, the following security holders had given notices in accordance with the Financial Markets Conduct Act 2013 that they were, or in

the case of Ngāi Tahu Capital Limited had ceased to be, a substantial product holder in the Company. The number of shares shown below are as

advised in the substantial product holder notices to the Company.

SHAREHOLDERNUMBER OF SHARESDATE OF NOTICE

Agria (Singapore) Pte Ltd

334,633,99410 April 2019

Agria (Singapore) Pte Ltd

351,633,9941 April 2019

Agria Group*

351,633,99417 December 2018

Ngāi Tahu Capital Limited

27,434,62517 December 2018

* Agria Group being Agria Group Limited, Agria Corporation, Agria Asia Investments Limited, Agria (Singapore) Pte Ltd, New Hope International and

New Hope Group Co., Ltd as listed in the substantial security product notice.

Twenty Largest Registered Shareholders

The 20 largest shareholders in PGG Wrightson Limited as at 12 August 2019 were:

SHAREHOLDERNUMBER OF SHARES HELD% OF SHARES HELD

1.Agria (Singapore) Pte Limited

33,463,399 44.33

2.Ngāi Tahu Capital Limited

2,743,4633.63

3.HSBC Nominees (New Zealand) Limited*

2,508,8383.32

4.Forsyth Barr Custodians Limited

2,357,0173.12

5.H & G Limited

2,006,7322.66

6. FNZ Custodians Limited

1,280,7241.69

7. Masfen Securities Limited

1,240,0001.64

8.Accident Compensation Corporation*

653,3540.87

9. BNP Paribas Nominees (NZ) Limited

479,1700.63

10.Gould Holdings Limited

430,0000.57

11.Citibank Nominees (New Zealand) Limited*

420,7730.56

12.Philip Carter

335,8700.44

13.Arden Capital Limited

328,2580.43

14.Leveraged Equities Finance Limited

306,9910.41

15.Michael Benjamin

300,0000.40

16.Custodial Services Limited

242,5540.32

17.Nicolas Kaptein

200,0410.27

18.JBWERE (NZ) Nominees Limited*

200,0000.26

19.Woolf Fisher Trust Incorporated

185,0000.25

20. Totara Grove Investments Limited

180,0000.24

* New Zealand Central Securities Depository Limited

Shareholder

Information

Analysis of Shareholdings

Distribution of ordinary shares and shareholdings at 12 August 2019 was:

RANGETOTAL HOLDERSUNITS% UNITS

1 – 4996,0821,044,1881.38

500 – 9991,5101,016,6271.35

1,000 – 1,9991,4521,917,1742.54

2,000 – 4,9991,4104,205,4995.57

5,000 – 9,9995743,745,0914.96

10,000 – 49,9994648,370,33811.09

50,000 – 99,999362,393,3463.17

100,000 – 499,999397,470,0039.90

500,000 – 999,99921,293,4331.71

1,000,000 Over844,028,38458.33

Total11,57775,484,083100.00

Registered addresses of shareholders as at 12 August 2019 were:

ADDRESS

NUMBER OF

SHAREHOLDERS

% OF

SHAREHOLDERS

NUMBER OF

SHARES

% OF

SHARES

Singapore110.133,526,40344.42

New Zealand11,30097.6041,133,28854.49

Australia1421.23647,6820.86

Other1241.07176,7100.23

Total11,577100.0075,484,083100.00

Corporate
Directory

96 | PGG WRIGHTSON LIMITED

Board of Directors

As at 30 June 2019

Rodger Finlay

Chairman

– appointed 30 April 2019

Joo Hai Lee

Deputy Chairman

David Cushing

– appointed 30 April 2019

Sarah Brown

– appointed 30 April 2019

Lim Siang (Ronald) Seah

U Kean Seng

Chief Executive Officer

Stephen Guerin

– appointed 1 June 2019

Chief Financial Officer

Peter Scott

General Manager Corporate Affairs/

Company Secretary

Julian Daly

Registered Office

PGG Wrightson Limited

57 Waterloo Road

Hornby

Christchurch 8042

PO Box 292

Christchurch 8140

Telephone:

0800 10 22 76 (NZ only)

+64 3 372 0800 (International)

Email: enquiries@pggwrightson.co.nz

Auditors

KPMG

Level 5

79 Cashel Street

PO Box 1739

Christchurch 8140

Telephone +64 3 363 5600

Company number 142962

NZBN 9429040323497

Managing your shareholding online:

To change your address, update your payment instructions and to

view your investment portfolio, including transactions, please visit:

www.investorcentre.com/nz

General enquiries can be directed to:

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road

Takapuna, Auckland 0622

enquiry@computershare.co.nz

Private Bag 92119, Auckland 1142,

New Zealand

Telephone +64 9 488 8777

Facsimile +64 9 488 8787

Please assist our registrar by quoting your CSN

or shareholder number.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.