2020 Annual Shareholders Meeting Presentations

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Annual Shareholders’ Meeting
9 June 2020
SCALES CORPORATION – 2020 ANNUAL SHAREHOLDERS’ MEETING
The attached presentation will be given at the virtual Annual Shareholders’ Meeting of Scales Corporation Limited
starting at 3.30pm today, online via Lumi AGM.
1. 2020 Scales Corporation Limited Annual Shareholders’ Meeting – Chair and Managing Director’s Addresses
2. 2020 Scales Corporation Limited Annual Shareholders’ Meeting – Presentation

ENDS


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

About Scales Corporation
Scales Corporation is a diversified agribusiness group. It comprises three operating divisions: Horticulture, Logistics
and Food Ingredients. The company’s diverse spread of activities gives Scales broad exposure to New Zealand’s
agribusiness sector. Scales Corporation was founded in 1897 as a shipping business by George Herbert Scales. Today
it has operations across New Zealand, Australia and the United States. Find out more at www.scalescorporation.co.nz.

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Annual Shareholders’ Meeting
9 June 2020
Address by the Chair: Tim Goodacre
[SLIDE 2: AGENDA]
Good afternoon, my name is Tim Goodacre, I’m Chairman of Scales and it’s my pleasure to welcome you all to this,
the one hundred and eighth annual meeting of the company. It’s the sixth annual meeting since Scales became a
publicly listed company in July 2014 but our first ever virtual annual meeting.
As you’ll be aware, today’s meeting is being held online via the Lumi platform and I’d like to thank you all for joining
us. This allows shareholders, proxies and guests to attend the meeting virtually. All attendees can watch a live webcast
of the meeting, which will be by audio only to ensure a smoother transmission. In addition, shareholders and proxies
have the ability to ask questions and vote on resolutions. I’ll provide further details on those matters shortly.
I’m pleased to confirm that we have a quorum and therefore declare the 2020 Annual Shareholders’ Meeting of Scales
Corporation Limited open.
The items of business for this meeting and the resolutions to be considered by shareholders are contained in the
Notice of Meeting which was sent to shareholders on the 8
th
of May.
Our order of proceedings is as shown on slide 2: I’ll briefly comment on the highlights of the last 12 months followed
by a review by Andy Borland, our Managing Director. We’ll then attend to the resolutions, where we’ll cover each
resolution in turn and invite questions specific to those items. I’ll shortly open the online voting and explain the voting
process. Following that I’ll explain the process for asking questions.
[SLIDE 3: VOTING PROCESS]
With regard to the voting process, you will be able to vote from now, on the resolutions that are to be considered at
the meeting. If you’re eligible to vote, a polling icon will appear on your screen – as shown on this slide. Selecting this
icon will bring up the list of resolutions and present you with voting options. To cast your vote, simply select one of
the options. There’s no need to hit a submit or enter button as the vote is automatically recorded.
Up until the time the poll is declared closed, you have the ability to change your vote by simply selecting another
option or you may cancel your vote by clicking ‘cancel’.
You may submit questions on each resolution being put to shareholders using the question process.
[SLIDE 4: QUESTION PROCESS]
I’d now like to quickly summarise the process for asking questions.
Questions can be submitted at any time. To ask a question, press on the speech bubble icon as indicated on the slide.
This will open a new screen. At the bottom of that screen there is a section for you to type your question. Once you
have finished typing please hit the arrow symbol to send.

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Please note that while you can submit questions from now on, we will not address them until the relevant time in the
meeting. Please also note that your questions may be moderated or, if we receive multiple questions on one topic,
these will be combined. If, however, you don’t feel your question has been addressed, please resubmit it.
Finally, due to time constraints, and to ensure all shareholders have a chance to ask a question, I ask that you limit
yourself to asking two questions. We may run out of time to answer all your questions and if this happens, or if there
are technical issues, we’ll make sure that we respond to all questions in writing following the meeting.
[SLIDE 5: WELCOME AND CHAIR’S REVIEW]
[cover slide]
[SLIDE 6: WELCOME]
I’d like to introduce my fellow Directors who are in virtual attendance – they are:
• Andy Borland, Managing Director;
• Nick Harris, Chair of Scales’ Health & Safety and Sustainability Committee and an independent director;
• Mark Hutton, Chair of Scales’ Nominations and Remuneration Committee, Chair of Scales’ Finance and
Treasury Committee and also an independent director;
• Alan Isaac, Chair of Scales’ Audit and Risk Management Committee and also an independent director;
• Tomakin Lai, Director;
• Nadine Tunley, Independent Director; and
• Jemma McCowan, our Future Director.
I’d also like to note that members of Scales’ management and staff are in attendance as well as our external auditors,
Deloitte, and our lawyers, Anthony Harper and Chapman Tripp.
As I mentioned previously, this is our first virtual ASM in over 100 years of trading. The past few months have been
extraordinary times for us all, affecting us in different ways. However, each of Scales’ businesses were deemed
essential businesses and we’re extremely proud of our leadership team and hard-working staff members who put in
an exceptional effort throughout lockdown to deliver our products and services. Andy will provide further details
about our trading during this time in his address.
[SLIDE 7: CHAIR’S REVIEW]
I won’t go into too much detail about last year, as I’ll let Andy cover this in more detail, along with providing you with
information about the current situation and the year ahead. However, 2019 was a busy year for Scales - we said
goodbye to Polarcold, welcomed Alliance as a joint venture partner with Meateor NZ and integrated Shelby following
its acquisition at the end of 2018. The gains on sale of Polarcold and part-sale of Meateor contributed to our record
Net Profit of $121.6 million, and we also generated a strong Underlying trading result.

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We continued to make progress on our sustainability journey, with incremental improvements in a range of areas, and
Andy will cover this in more detail in his address.
Overall, despite pressures put on the business by COVID-19, Scales remains in a strong financial position. As a result,
we remain committed to pursuing both organic and acquisition growth opportunities as they transpire.
I’d also like to take the opportunity to thank the Government and Ministry for Primary Industries. The support that
they have both provided through the COVID-19 crisis has been invaluable and has enabled us to focus on getting the
job done.
[SLIDE 8: STAFF AND SHAREHOLDERS]
I’ve previously made comment about the strong culture that exists at Scales and I continue to be of the opinion that
it’s this culture that’s at the root of Scales’ ongoing success. COVID-19 has shown me exactly how each staff member
is able to rise up to new challenges and develop solutions to problems with very much a ‘can do’ attitude. I think it is
more than appropriate to mention individuals by name and, in particular, I’d like to note the Scales’ senior leaders:
Andy Borland, Andrew van Workum, Karen Morrish, John Sainsbury, Kent Ritchie, Brett Frankel, Hamish Davis, Tim
Harty and Chantelle Ramage.
We’re keen to build on this culture and also give back to those individuals. So, during 2019, we implemented a specific
focus on leadership, training in bullying & harassment prevention and mental health awareness and these will be
ongoing areas of importance to us in future years.
Scales’ management team is accountable for implementing strategies as directed by the Board, so we continue to
incentivise our senior management team with a remuneration scheme aligned to positive group and personal
performance with shorter term incentives balanced alongside long-term business interests.
Also of high importance to Scales is the recently legislated ‘Overseas Investment Urgent Measures Amendment Act,
covering overseas ownership. This positive amendment ensures that Scales will now effectively not be subject to OIO
rules unless:
• overseas persons in aggregate have a beneficial interest in more than 50% of our shares; OR
• overseas persons with a beneficial interest in 10% or more of our shares together hold or control more than
25% of our shares.
These changes are broadly consistent with those recommended by NZX and the Capital Markets 2029 taskforce. At
our last report, the total level of overseas share ownership is 23.4%, comfortably within these new limits.
Again, as we wish to avoid a shareholder unintentionally tipping us into overseas person status, we support the
changes being made permanent in the proposed Overseas Amendment No. 3 Bill, which will hopefully be enacted in
the next 12 months.
[Pause]

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I’d now like to hand you over to Andy, who’ll give you a broader update on the effects of COVID-19 on the group,
together with a review of 2019 and an update on strategic initiatives for each of our trading businesses. Following
Andy’s presentation, we’ll move to the formal business of the meeting. As always, we welcome feedback on any of
the matters raised during today’s presentation or other general matters in relation to the Group.

Address by the Managing Director: Andy Borland
[SLIDE 9: MANAGING DIRECTOR’S REVIEW]
[Cover slide]
[SLIDE 10: MANAGING DIRECTOR’S REVIEW]
Thanks, Tim, and good afternoon ladies and gentlemen. On the current slide, you’ll see the topics that I’ll cover in my
presentation today, including:
• An update on the business as a result of COVID-19;
• Highlights from 2019;
• An update on sustainability and governance;
• Details of progress in our strategy; and
• Commentary on the current year.
[SLIDE 11: COVID-19 UPDATE]
Starting with COVID-19.
[SLIDE 12: COVID-19 – TRADING THROUGH THE ALERT LEVELS]
It’s fair to say that COVID-19 has had a material impact on many businesses around the world. However, each of
Scales’ businesses were, and still are, in the privileged position of being deemed essential. As a result, at the start of
Level 4, we received advice and direction from the Ministry of Primary Industries around safe practices in the
workplace as well as other considerations such as transporting goods. Specific industry advice was made available for
orchards and the horticultural industries during levels 3 and 4 and this also included information for our key RSE
workers.
Our priority, as well as that of MPI, was to keep our staff, their families and the public safe. So, numerous protocols
as well as physical distancing measures were quickly put in place, and staff were directed to work from home if
possible. As you’ll see from this slide, vital information was translated into different languages to assist our RSE
workforce.
[SLIDE 13: COVID-19 – TEAM EFFORT]

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I’m tremendously proud of the efforts made by each and every staff member prior to, during and after the lockdown
period. We would not have been able to continue trading had it not been for the overall team effort, particularly in
Mr Apple, when lockdown occurred during our busiest period of the year. This success was, in no small part, due to
our crucial RSE workers, whose hard work allowed us to have confidence that our crops would be harvested. However,
our RSE workers are a vital part of our temporary workforce every year and we’re actively involved through our
involvement with New Zealand Apples & Pears in ensuring their safety and welfare during the current COVID-19 crisis
as well as guaranteeing the future of the scheme.
During the early stages of the virus, we were also eager to provide some assistance to hard-hit areas both at home
and in China and the photographs on this slide show a delivery of apples to Wuhan, which we were proud to donate
as part of our efforts to support the communities we operate in.
[SLIDE 14: COVID-19 – SAFETY MEASURES]
On this next slide, we’ve shown a few examples of the safety measures that are in place at Mr Apple and Meateor.
Whilst these were put in place for level 4 lockdown, we expect some of these safety measures to remain for the
foreseeable future. COVID-19 has changed our business, as it has for many others around the world.
We’re delighted to confirm that none of our staff contracted COVID-19 during this period, despite some of our
businesses being in high risk sectors. We also enabled 47 staff members, who were recommended to stay home, to
do so, at full pay.
We’d like to note that we didn’t apply for any wage subsidy and, as a result of our measures, we will also be paying
back any leave assistance funding we received.
[SLIDE 15: YEAR IN REVIEW]
I’ll now quickly recap on some of the financial and operational highlights of the 2019 financial year.
[SLIDE 16: STRENGTH IN NUMBERS]
This slide demonstrates some of the financial and volumetric measures recorded by the group during the 2019 financial
year, and I’ll go into some of them in more detail in the next slides. However, of note, is the increases in apples
exported, containers shipped and volume of petfood ingredients sold during the year. Each of these point to healthy
businesses.
[SLIDE 17: TRENDS IN FINANCIAL PERFORMANCE]
These graphs show Scales’ financial journey over the previous 5 years. As these haven’t been adjusted for any
divestments or acquisitions, they do reflect the changes in the group’s structure, and this is particularly relevant over
the 2018 and 2019 period. The company believes Underlying NPAT is the appropriate measure of on-going
performance while the group holds surplus cash.
[SLIDE 18: GROUP FINANCIAL PERFORMANCE]
This next slide provides more detail on our income statement for 2019.

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Revenue, which included a full year of trading from Shelby, was at a record level of $484.6 million, up 20% on 2018.
And, as Tim mentioned, we also reported a record Net Profit of $121.6 million.
An increase of 2% on our Underlying Net Profit was also pleasing, given the mixed regional market returns within
Horticulture and a one-off inventory valuation adjustment that affected the Meateor group.
[SLIDE 19: 2019 DIVISIONAL HIGHLIGHTS]
Slide 19 summarises some 2019 divisional highlights.
The Horticulture division also delivered record revenue – up 4% on 2018. This was, in part, accomplished by Andrew
van Workum and his team delivering a higher than forecast crop whilst also managing the orchard redevelopment.
Food Ingredients saw a step change in revenue and petfood ingredient volumes, following the acquisition of Shelby.
Both Shelby and our joint venture with Alliance helped this division progress its strategy of diversification, and we
expect this positive momentum to continue in forthcoming periods. The division is in very safe hands, with John
Sainsbury at the helm.
2019 was a year of change for Logistics, with the settlement of the Polarcold sale. However, Kent Ritchie and his team
continued to deliver a very sound result for Scales Logistics, taking advantage of market conditions to increase
resources in our Christchurch and Melbourne bases.
[SLIDE 20: TRENDS IN DIVISIONAL PERFORMANCE]
The charts on this next slide illustrate the trends in Underlying performance for each of our 3 operating divisions and
also reflect the change in business structures in Food Ingredients and Logistics.
[SLIDE 21: BALANCE SHEET]
Moving on to our balance sheet.
The main changes to our balance sheet primarily reflect two factors. First, an increase in net cash held as a result of
the divestment of Polarcold and 50% of Meateor NZ. This puts us in a very secure position to weather the COVID-19
storm as well as taking advantage of M&A opportunities and investing in organic growth opportunities.
Second, we implemented a new accounting standard, IFRS 16 Leases, which effectively brings all leased assets,
irrespective of the type of lease, onto our balance sheet. This resulted in around $80 million of additional assets and
liabilities being recognised. However, I’d like to note that the net profit and loss impact was a decrease of around $1
million.
[SLIDE 22: SUSTAINABILITY AND GOVERNANCE UPDATE]
The next section I’d like to cover is sustainability and governance.
[SLIDE 23: SUSTAINABILITY]
The momentum that we gathered in our sustainability journey in 2017 and 2018, continued in 2019, with
measurement of, and targets set for, our top priorities of people, energy and waste.

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[SLIDE 24: IT’S ALL ABOUT OUR PEOPLE]
The heading on this next slide can sum up our business – not just sustainability – it’s all about our people.
As a group, we’re responsible for a diverse range of individuals – from our longest serving staff member with 43 years
of service to the 18 different ethnicities who work with us. Without each and every one of these people, we would
not be able to operate, and their dedication through the COVID-19 crisis has increased my appreciation for them. I’d
like to thank them all for their hard work.
[SLIDE 25: PEOPLE AND HEALTH & SAFETY]
Accordingly, our people and their health and safety is our number 1 priority throughout the group.
We undertook a second company-wide staff engagement survey in 2019 and were delighted to register an
engagement score that was 5% above last year, and 2% above the national average. As with every survey of this
nature, areas of improvement were highlighted, and we’ll continue to work on those during this year, in conjunction
with our other initiatives that include training in bullying & harassment prevention and mental health awareness.
Many changes and improvements were made to our health and safety practices during 2019, including bolstering our
health and safety team and creating Strategic Safety Plans. We also undertook our first SafePlus assessment and were
proud to be judged as ‘Performing’ by the independent assessment team. SafePlus is a toolkit developed jointly by
WorkSafe, ACC and the Ministry of Business, Innovation and Employment and suggests models for ‘good’ health and
safety practices and performance. Perhaps one of the most pleasing aspects of the review was a comment from the
assessment team stating that we have a culture of improvement and of wanting to improve. I believe that health and
safety is an important and integral part of our everyday practices.
[SLIDE 26: MARKETPLACE AND ENVIRONMENT]
One of the things that COVID-19 has shown us, is that life can change extremely quickly. Accordingly, we pride
ourselves on having Business Continuity Plans in place and on undertaking crisis simulation training days.
We’re also very much aware of our carbon footprint and the effect of our practices on global climate change. Our
second carbon footprint certification showed a very pleasing 4% footprint reduction, with particular decreases in the
amount of waste sent to landfill and electricity usage. However, climate change is a concern for Scales and we’re
investigating this in more detail so we can assess the potential implications of it to our business.
[SLIDE 27: GOVERNANCE]
Moving on to governance.
I’m delighted to report that Tomakin Lai and Nadine Tunley’s appointments at the start of 2019 brought a wealth of
complementary skills and expertise to our Board table during the year. That, combined with our continued
involvement in the Future Directors programme, provides diverse opinions to Board discussions.
2019 also saw us update our Diversity Policy - we believe that creating a diverse and inclusive work culture is integral
to the group's ongoing commercial success. Four measurable objectives were set by the Board as follows:

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• Ensuring strong female candidates are identified in the recruitment process for all Board and senior executive
roles;
• Reviewing and encouraging participation of under-represented groups in our leadership training programmes;
• Completing a review of our gender pay equality across roles, age and salary bands; and
• Making access to courses in Te Reo Maori language available to all staff, and also encourage the learning of
other languages that are relevant to employees’ roles.
Work was also undertaken on our ethics programmes during the year, with a whistleblower hotline launched,
whistleblower policy developed and anti-bribery and corruption training undertaken.
[SLIDE 28: STRATEGY UPDATE]
Moving on to an update of our divisional strategies.
[SLIDE 29: HORTICULTURE - ORCHARD STRATEGY]
We’re currently in the final phase of our orchard redevelopment strategy, which will see approximately 475 hectares
of orchard redeveloped to premium variety apples since 2008. Over this period, our sales to Asia and the Middle East
have grown significantly, from 20% of TCE volumes in 2007 to 66% last year. However, we believe that geographical
diversification will continue to be a factor of our success, as world events have recently shown us.
[SLIDE 30: HORTICULTURE – VOLUMES AND PRICING]
As large volumes of redeveloped orchard gradually mature, we expect that orchard production and our export
volumes, will continue to increase.
I’d also like to take this opportunity to highlight evolutions within horticulture. Traditionally, apple orchards looked
like the photo on the left – with large gaps between free standing trees. This technique typically involved planting 800
trees per hectare.
Changes in horticulture practice are changing the shape of our orchards and the way we will manage our crops going
forward. Newer techniques use ‘dwarf’ trees, typically planted much closer together. Recent plantings now typically
involve 2,500 trees per hectare or more. From this rootstock, Mr Apple trains and prunes each tree so that it has two
main fruit bearing branches. When mature, these orchards are expected to be flatter, making them easier to prune,
spray and pick to improve efficiency.
[SLIDE 31: HORTICULTURE – VOLUMES AND PRICING (cont.)]
Of course, it wouldn’t be possible to manage increases in volumes without appropriate increases in resource. The RSE
scheme is an extremely successful scheme that has been a key aspect in enabling us to grow our orchard land area
and export volumes. As a result of the long-term success of this scheme and our increasing volumes, Mr Apple has
been able to significantly lift the number of permanent roles for Kiwis. As shown on the chart on this slide, the number
of full time roles at Mr Apple has more than doubled since 2012 making us a significant employer within the Hawke’s
Bay.

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Pricing and productivity are also of high importance and the Horticulture team continue to drive improvements in both
areas through development, ownership and marketing of premium varieties as well as efficiencies in horticultural
husbandry, picking and packing.
[SLIDE 32: HORTICULTURE - MARKETING]
We continued to focus on targeted in-market branding and marketing initiatives in 2019 and this slide shows some of
the marketing activities that have taken place in China. We successfully launched Posy
TM
and a special shipment sent
to China in early February proved extremely popular, with one online platform selling out within a week. Online and
retail channels will continue to be an ongoing focus for us.
[SLIDE 33: FOOD INGREDIENTS – INDUSTRY FOCUS]
Moving on to Food Ingredients, which went through a transformation in 2019.
Market research continues to suggest the global petfood ingredients sector is an attractive industry to be in. It was
estimated to be worth US$37 billion in 2019 and is projected to achieve an annual growth rate of 6.6% per annum
through to 2025.
Whilst the effect of COVID-19 on the industry is not clear, we believe that our diversified geographical exposure and
protein options means we are well placed to react to any changes in the market that the virus may affect. One impact
of global lockdowns is a reported increase in global pet adoption rates, which we hope may prove positive for the
industry.
[SLIDE 34: FOOD INGREDIENTS – GLOBAL STRATEGY]
With locations in 3 geographies, and group expertise in a wide number of overseas markets, the Food Ingredients
division is investigating a number of exciting opportunities. We believe we can be a key provider of petfood ingredients
to a wide range of international petfood brands. We’re pleased with potential opportunities in the US both in other
proteins and in by-products.
[SLIDE 35: OUTLOOK]
Moving on to the outlook for 2020.
[SLIDE 36: TRADING UPDATE – HORTICULTURE]
In the Horticulture division, the 2020 harvest was completed with minimal disruption despite the additional measures
required for COVID-19. 5.1 million TCEs have been picked, which is in line with our record pick in 2018, and packing is
ongoing.
There continues to be demand for fresh, healthy fruit – however the impact on distribution networks and the ability
of our end consumers to physically access our fruit remains uncertain. Sales to date cover some 1/3
rd
of the harvest
and are broadly consistent with the same time last year. We have been very pleased with the strong support we have
received from our local and global partners in ensuring the availability of our fruit to markets and consumers, however,
the full impact of COVID-19 will only be known with hindsight.

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[SLIDE 37: TRADING UPDATE – FOOD INGREDIENTS AND LOGISTICS]
Food Ingredients encountered strong demand during the start of the year, with customers altering their buying
patterns to ensure stock continuity during periods of lockdown. Trading is expected to return to more normal
conditions during the second half of the year.
Logistics also encountered a strong first quarter, benefiting from increased demand prior to COVID-19 lockdowns.
However, a drop in airfreight volumes is anticipated for the latter part of this year.
[SLIDE 38: TRADING UPDATE – GROUP]
Whilst there has been an overall positive start to the year for the group, it remains too early to assess the full season
impact of COVID-19 on our various offshore markets. It is also too early to assess whether the impact of COVID-19
will have a material effect on Scales’ earnings for FY20 or if any change to Guidance is required. The Scales board and
management will continue to monitor the situation and will update shareholders as appropriate.
We’re proud of the speed at which we were able to react to the precautionary measures required for COVID-19 and
believe that our ability to be flexible in our operations will stand us in good stead.
As an essential business, with high quality management and staff and a strong balance sheet, we believe Scales is in a
sound position and remains a safe harbour to weather the COVID-19 storm.

And that concludes my presentation.
We’ll answer questions following the introduction of the resolutions but, in the meantime, I’ll pass back to Tim to
cover the formal part of today’s meeting.

Address by the Chair: Tim Goodacre
[SLIDE 39: ORDINARY RESOLUTIONS]
Thanks, Andy.
We’ll now move to the business of the meeting. All items of business are ordinary resolutions and are required to be
passed by a simple majority of votes.
The resolutions that we’ll be voting on today are as follows:
• Resolution 1: Authorisation for the Directors to fix the auditor’s remuneration for the coming year.
• Resolution 2: Re-election of Nick Harris as a Non-Executive Independent Director.
Current best practice for Shareholder voting is by way of poll. Accordingly, in my capacity as Chair, I require that a poll
be held for each of the resolutions.
I and my fellow directors hold the following undirected proxies:

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• With respect to Resolution 1, authorisation for the Directors to fix the auditor’s remuneration for the coming
year: 341,105 shares.
• With respect to Resolution 2, re-election of Nick Harris as Non-Executive Independent Director: 347,205
shares.
Your Board supports these resolutions and we intend to vote all these shares in favour of these resolutions.

[SLIDE 40: RESOLUTION 1]
I’ll now move onto each of the resolutions.
Resolution 1 relates to the remuneration of auditors. This proposed ordinary resolution is to authorise the Directors
to fix the auditor’s remuneration for the coming year. In accordance with the Companies Act, Deloitte has been
automatically reappointed as Scales’ auditor. As is usual with audit fees, due to the complexity and changing nature
of the company’s affairs, it is not possible to fix the remuneration at the beginning of the year.
I now move, as an ordinary resolution, that the Board is authorised to fix the auditor’s remuneration for the coming
year.
Are there any questions on this resolution?
[Q&A discussion on resolution 1, if any]
Thank you. We’ll now move to the next resolution.
[SLIDE 41: RESOLUTION 2]
Resolution 2 relates to the re-election of Nick Harris.
The NZX Listing Rules state that Directors must not hold office (without re-election) past the third annual meeting
following the Director’s appointment, or 3 years, whichever is longer. Accordingly, Nick Harris is required to retire at
this meeting.
Nick was first appointed a Director of the company in 2014 and a brief biography for him was included in the Notice
of Meeting.
Nick, being eligible, offers himself for re-election, and the Board unanimously supports his re-election and
recommends that shareholders vote in favour of Resolution 2.
I now invite Nick to briefly address the meeting on his proposed re-election.
Over to you Nick.
[Personal remarks from Nick]
Thanks Nick.

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I now move, as an ordinary resolution, having retired by rotation, that Nick Harris be re-elected as a Non-Executive
Independent director.
Are there any questions on this resolution?
[Q&A discussion on resolution 2, if any]
Thank you. We’ll now move to finalise the voting and will answer general questions.
[SLIDE 42: VOTING & QUESTIONS]
Once all the votes have been cast, they will be counted by the Company’s share registrar, Computershare, and
scrutinised by the Company’s auditor. The results of today’s meeting will be released to the NZX on the completion
of verification of voting.
If you have not already done so, please cast your votes now, while we take questions.
[SLIDE 43: QUESTION PROCESS – REMINDER]
If there are any questions on the financial results, the business update or any other matters you would like to raise,
please do so through the Lumi Q&A function.
[Q&A]
[After the Q&A process]
I will now close the voting system and conclude the poll.
Ladies and gentlemen, there does not appear to be any further business for discussion, so that brings us to the end of
formal business for Scales Corporations’ 2020 Annual Shareholders’ Meeting. This virtual meeting has been a first for
the Company and I would like to thank you all for taking the time to connect with us today.
I now declare the meeting closed. Thank you.
[ENDS]

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Scales Corporation Limited
Growing your Diversified Agribusiness
2020 Annual Shareholders’ Meeting
9 June 2020

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I.Welcome and Chair’s Review
II.Managing Director’s Review
1.COVID-19 Update
2.Year in Review
3.Sustainability and Governance Update
4.Strategy Update
5.Outlook
III.Ordinary Resolutions
IV.Voting and Questions
Agenda
Scales –2020 Annual Shareholders’ Meeting

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•When the poll is open, the vote will be accessible by selecting the voting icon at the top of the screen.
•To vote simply select the direction in which you would like to cast your vote, the selected option will
change colour.
•There is no submit or send button, your selection is automatically recorded.
Voting Process
Scales –2020 Annual Shareholders’ Meeting

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Ask a question
Question Process
Scales –2020 Annual Shareholders’ Meeting
Ask a question
•When the Question function is available, the Q&A icon will appear at the top of the app.
•To send in a question, simply click in the ‘Ask a question’ box, type your question and the press the send arrow.
•Your question will be sent immediately for review.

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I. Welcome and Chair’s Review

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Welcome
•Welcome to all shareholders and stakeholders.
•First virtual ASM in over 100 years of trading.
•Extremely grateful to our hard-working team
members, especially during lockdown:
▪Scales’ entities occupied the privileged position of being able
to trade throughout lockdown.
▪Safety of staff an absolute priority.
▪Exceptional effort from the entire Scales community.
Scales –2020 Annual Shareholders’ Meeting
Physical distancing measures in place at Mr Apple’s Whakatupackhouse.

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Chair’s Review
•Record Net Profit for the Year of $121.6 million.
•Completed divestment phase of Strategy Refresh.
•Continued improvements in sustainability matters.
•Actively progressing organic growth and acquisition opportunities.
Positive strategic momentum
Scales –2020 Annual Shareholders’ Meeting
The Profruitmanagement team.

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Staff and Shareholders
•Results reflect hard work, skill and positive manner of all team members.
•Focused on leadership, training in bullying & harassment prevention and mental health awareness in 2019.
•Continued incentive based remuneration scheme aligned to positive group and personal performance.
•In support of Overseas Investment Act Phase 2 Reforms.
Scales –2020 Annual Shareholders’ Meeting
Kurt Livingstone, a Fern Ridge team member, and friends, who raised ~$19kfor the NZ Cancer
Society by driving a Fern Ridge sponsored 1,000ccvehicle as part of the 2019 Mongol Rally.

9
II. Managing Director's Review

10
Managing Director’s Review
1.COVID-19 Update
2.Year in Review
3.Sustainability and Governance Update
4.Strategy Update
5.Outlook
Scales –2020 Annual Shareholders’ Meeting

11
1
COVID-19 Update

12
COVID-19 –Trading through the alert levels
•Advice and direction received from Ministry for Primary Industries (MPI).
•Priority on minimising risk to team members; staff worked from home where possible.
•Implemented protocols quickly, including compliance with MPIbest practice.
Scales’ businesses occupied the privileged position of being ‘essential’
Scales –2020 Annual Shareholders’ Meeting
Examples of COVID-19 protocol documents and posters.

13
COVID-19 –Team Effort
•Business continuity made possible by outstanding leadership effort and teamwork of all staff:
▪Lockdown occurred during crucial apple harvest period.
•Active involvement at government level to assist vital Recognised Seasonal Employer (RSE) workers:
▪Assisting with ongoing work until repatriated.
▪Future quota for, and sustainability of, the scheme.
•Supported both local and overseas communities with apple donations.
It takes a village
Scales –2020 Annual Shareholders’ Meeting

14
COVID-19 –Safety Measures
Safety measures put in place at MrApple and Meateor
Scales –2020 Annual Shareholders’ Meeting

15
2
Year in Review

16
Strength in Numbers
* Mr Apple, Longview, outside growers and Fern Ridge Fresh.
** Includes 100% of volumes from Meateor NZ; i.e. total volumes controlled directly and indirectly by the Meateor Group.
Scales –2020 Annual Shareholders’ Meeting
$484.6m
revenue
(new revenue record)
16%
ROCE
(2018: 17%)
5,953,000
TCEs of apples exported
*
(up 2% on 2018)
3,822,000
TCEs of own-grown
apples exported
(in line with 2018)
$104.9m
Net Cash
(2018: $62.2mnet debt)
19.0 cents
dividends declared
per share
39,438
TEU equivalents freighted
(up 12% on 2018)
111.0 MT
petfood ingredients sold
**
(step change resulting from acquisition
of Shelby)

17
Trends in Financial Performance
•Historic results not adjusted for businesses divested or acquired.
•Graphs reflect changes in Group structure, particularly over 2018 and 2019.
Directors and management believe that Underlying profit measures provide meaningful information that is helpful to investors andgive them a better understanding of a company’s financial performance when
presented in addition to GAAP (NZ IFRS) information. Underlying profit measures are used internally to evaluate performance of our divisions, establish operational goals and to allocate resources. Non-GAAP
(Underlying) profit measures are not prepared in accordance with NZ IFRS and are not subject to an audit or review. A full reconciliation between NZ IFRS and Underlying measures is provided on pages 38 and
39 of our 2019 Annual Report.
Underlying measures for 2019 do not include Polarcold operational earnings and only include 50 per cent of Meateor NZ from 1 April 2019 (2018: includes Polarcold and Meateor NZ for the full year, Liqueo up
to 1 August 2018 and Shelby from 20 December 2018). All of the above measures (both NZ IFRS and Underlying) are presented beforethe deduction of Fern Ridge and Shelby non-controlling interests in NPAT
of $3.6 million (2018: $0.4 million).
Scales –2020 Annual Shareholders’ Meeting
$34.8m
$38.6m
$32.7m
$35.8m
$36.4m
20152016201720182019
Underlying NPAT
$61.4m
$67.9m
$62.0m
$67.1m
$52.7m
20152016201720182019
Underlying EBITDA

18
Group Financial Performance
•Record revenue up 20% on 2018:
▪Includes full year trading from Shelby.
•2019 Underlying EBITDA $52.7m. Prior year
includes:
▪Polarcold (full year).
▪Liqueo (up to 1 August 2018).
▪Full share of Meateor NZ earnings.
•Underlying Net Profit up 2% on 2018.
•Reported Net Profit of $121.6mimpacted by:
▪Gain on sale of Polarcold ($73.0m, including interest).
▪Establishment of Meateor NZ (gain on sale of $9.8mand
revaluation gain $9.8m).
▪Implementation of NZ IFRS 16 Leases(net impact of
negative $1.0m).
Strategic changes contributing to record profit
Scales –2020 Annual Shareholders’ Meeting
Income Statement
$Millions20192018
Growth %
Revenue484.6402.520%
Underlying EBITDA52.767.1-21%
Underlying EBIT42.552.3-19%
Underlying Net Profit36.435.82%
After tax impact of:
Non-cash IFRS adjustments85.29.7
Net Profit121.645.5
Capital employed280.6261.3
Return on capital employed16%17%

19
2019 Divisional Highlights
Horticulture
•Record revenue of $264.8m, up 4% on 2018.
•Higher than expected Mr Apple export crop during ongoing orchard development.
•Initial sales of Posy
TM
.
H
Food Ingredients
•Step change in revenue to $155.1m(2018: $83.1m) following acquisition of Shelby.
•50/50 petfood joint venture with Alliance established on 1 April 2019.
•Significant progress in diversifying geographical exposure and range of protein options.
FI
Logistics
•12% increase in ocean freight to 39,438 TEUs.
•Polarcold divestment settled in May 2019.
•Increased resource in Christchurch (warehouse) and Melbourne (sales).
L
Scales –2020 Annual Shareholders’ Meeting

20
Trends in Divisional Performance
Scales –2020 Annual Shareholders’ Meeting
* Previously Storage and Logistics. Showing performance of continuing business only.
$40.0m
$45.3m
$38.9m
$42.6m
$39.7m
20152016201720182019
Horticulture
Underlying EBITDA
$7.6m
$9.2m
$8.0m
$10.2m
$13.5m
20152016201720182019
Food Ingredients
Underlying EBITDA
$1.9m
$2.3m
$3.3m
$4.9m
$3.3m
20152016201720182019
Logistics
*
Underlying EBITDA

21
Balance Sheet
•Net cash position attributable to proceeds from the
divestment of:
▪Polarcold.
▪50% of the Meateor NZ business.
▪Increase in Other Liabilities due to implementation of
NZ IFRS 16 Leases:
▪Resulting in additional assets and liabilities of ~$80m.
•Capital expenditure investment included:
▪Ongoing orchard redevelopment.
▪Investment in RSEaccommodation.
Reflecting strategic changes
Scales –2020 Annual Shareholders’ Meeting
Financial Position
$Millions201920182017
Capital Employed280.6261.3307.5
Return on Capital Employed16%17%17%
Net Cash / (Interest Bearing Debt)104.9(62.2)(40.8)
Other Liabilities(107.4)(36.4)(44.8)
Net Assets359.0249.9221.9

22
3
Sustainability and
Governance Update

23
Sustainability
•Continued progress on our Sustainability journey.
•Measured impact in, and set targets for, our key Sustainability
focus areas:
▪People–in particular, staff engagement, leadership and health and safety.
▪Energy–carbon footprint calculation and emission reduction initiatives.
▪Waste–in particular, reducing the amount of waste sent to landfill and
increasing recycling or repurposing.
Scales –2020 Annual Shareholders’ Meeting

24
It’s All About Our People
43 years
longest serving
employee
~25%
staff with
>10 years service
>170 people
undertaken NZQA
Health and Safety
Representative training
~25%
permanent
female staff
~30%
female senior
management staff
18
different ethnicities
recorded in our payroll
system
>500
permanent staff
members
>30 people
involved in the Solo Parent
and Seasonal Employer /
Employee Development
programmes
Scales –2020 Annual Shareholders’ Meeting

25
People and Health & Safety
People
•Second Group-wide staff engagement survey undertaken, engagement score
of 61%.
•Leadership, bullying & harassment prevention and mental health awareness
training undertaken.
•Significant investment in community living environment and infrastructure for
RSEworkers.
Health and Safety
•5 dedicated personnel focusing on the health, safety and wellbeing of teams.
•3 year Strategic Safety Plans created at Mr Apple and Balance Cargo.
•Achievement of ‘Performing’ in our first SafePlusassessment.
Health and safety of our people is our number 1 priority
Scales –2020 Annual Shareholders’ Meeting
56%
61%
20182019
Engagement scoreNational average

26
Marketplace and Environment
Marketplace
•All businesses continue to have an annually updated Business Continuity Plan.
•Continuing investment in technology to provide traceability.
Environment
•EECAaudit at 2 Mr Apple sites showed excellent energy management.
•Second carbon footprint certification process carried out at Mr Apple; a 4% footprint
reduction.
•>20 people meet quarterly to track progress and innovate on 4 chosen UN Sustainable
Development Goals.
Progress made in a wide range of areas
Scales –2020 Annual Shareholders’ Meeting

27
Governance
•Two new additions to the Board in 2019:
▪TomakinLai –appointed January 2019.
▪Nadine Tunley–appointed February 2019.
•Brought complementary skills and expertise to our Board table.
•Continued participation in the Institute of Directors’ Future Directors
programme:
▪Jemma McCowan, General Manager Marketing at New Zealand King Salmon Limited –
appointed June 2019.
•Established 4 new diversity objectives.
•Further developments made with our ethics programmes:
▪Whistleblowerhotline launched August 2019, in partnership with Report it Now
TM
.
▪Anti-bribery and corruption training for the senior financial, operational and sales teams
undertaken.
▪Whistleblowerpolicy (to accompany hotline and reporting channels) implemented.
Investing in our strategic leadership
Jemma McCowan
Scales –2020 Annual Shareholders’ Meeting

28
4
StrategyUpdate

29
Horticulture –Orchard Strategy
•Sales to Asia and Middle East have increased from 20% (2007)
to 66% (2019)
*
.
•Ongoing strategies include:
▪Increasing premium variety offering.
▪Evaluating traditional varieties.
▪Focussing on branding and market presence.
▪Exploring automation and technology opportunities.
•Ground work for new WhakatuCoolstorehas commenced.
Redevelopment –a decade long investment
~300ha~143ha~32ha
Orchard Redevelopment Programme
2008-2014
2017-2019
2020
•When complete, approximately 475 ha of orchard will have been redeveloped to premium varieties.
20%
53%
66%
80%
47%
34%
200720152019
Asia and Middle EastRest of the World
Growth in Asia and Middle East Sales
Scales –2020 Annual Shareholders’ Meeting
* TCEsas a percentage of export volumes.

30
Horticulture –Volumes and Pricing
•Absent further redevelopment, orchard production expected to increase in future as recent plantings
mature.
•New planting techniques involve considerably more trees / ha:
Benefits expected from the replanting profile
More traditional planting techniques involve ~800 trees / ha,
spaced well apart from each other (~3m apart in each row, and
typically 4m+ between rows).
Newer planting techniques involve many more trees / ha
(typically ~2,500 / ha) spaced much closer to one another. The
trees are trained to be less voluminous, making them easier and
quicker to pick when mature.
Scales –2020 Annual Shareholders’ Meeting

31
Horticulture –Volumes and Pricing (cont.)
•Volume increases, facilitated by RSE scheme workers, generate a meaningful growth in permanent roles
(up 106% between 2012 and 2019).
•Driving improved pricing through:
▪Higher proportion of premium varieties.
▪Investments in marketing / packaging and expansion of sales channels.
▪Ownership (and control) of new varieties and brands (e.g. Dazzle
TM
, Posy
TM
, Diva
TM
).
•Improved productivity:
▪New planting techniques lead to orchard efficiencies including in picking, pruning, and thinning.
Benefits expected from the replanting profile
188
191
254
260
296
334
368
388
20122013201420152016201720182019
Chart Title
Mr Apple Permanent Roles
Scales –2020 Annual Shareholders’ Meeting

32
Horticulture –Marketing
•Enhanced in-market branding and marketing initiatives, particularly in Asia and
Middle East.
•China represented 17% of Mr Apple export volumes in 2019 (2018: 10%):
▪Supported by China Resources Ng Fung Ltd and Primary Collaboration New Zealand.
•Continued move to retail and e-commerce channels, particularly in Asia.
•Ongoing product development and launches:
▪Posy
TM
marketing commenced in China mid-2019.
▪Positive feedback and sales from a special February 2020 shipment of Posy
TM
.
Maximising appeal to consumers, wholesalers and retailers
Sales by Channel –2014 vs 2019
65%
35%
50%
48%
2%
Wholesale
Retail
E-commerce
2019
2014
Scales –2020 Annual Shareholders’ Meeting

33
Food Ingredients –Industry Focus
Solid foundation for continued growth
•Initial investments provide base for expansion in an attractive industry:
▪Global petfood ingredients market estimated at US$37.0bin 2019*.
▪Projected to grow at a CAGR of 6.6% to US$54.3bin 2025*.
▪2019 USA petfood and treats market reached US$37.0b**.
•COVID-19 impact on the industry remains unclear, but will likely include / be influenced by:
▪Supply chain changes.
▪Move from retail to e-commerce distribution channels.
▪Increased levels of pet adoption immediately prior to global lockdowns.
* Source: https://www.marketsandmarkets.com/Market-Reports/global-pet-food-and-care-products-market-147.html.
** Source: https://www.petfoodprocessing.netUS pet spending nears $100 billion in 2019, 3 March 2020.
Scales –2020 Annual Shareholders’ Meeting
Petfood & treats,
US$37b
Veterinary care &
products, US$29b
Supplies, live
animals, OTC
medicine, US$19b
Other services,
US$10b
Chart Title
2019 USA Petcare Spending**
Petfood Ingredients Market, by Region (US$b)*
2019 USA Petcare Spending**

34
Food Ingredients –Global Strategy
A key provider of petfood ingredients to a wide range of international brands
•Actively reviewing opportunities to expand product range, with added-value and functional petfoods.
•Aiming to be a key provider to a range of international petfood brand owners.
•Continuing to seek diversification in source and range of proteins.
•Pleased with potential opportunities in the US:
▪Other proteins.
▪By-products.
Scales –2020 Annual Shareholders’ Meeting

35
5
Outlook

36
•Apple harvest completed with limited disruption. Total pick of 5.1mTCEsequal to the previous record in 2018.
•Packing is underway with approximately 2/3
rds
completed. Whilst final export packoutrates will not be known
until the end of the season, performance to date is in line with recent averages.
•Sales to date (approximately 1/3
rd
of the harvest) are broadly consistent with last year.
•There continues to be demand for fresh, healthy fruit, however we are yet to see the full impact on distribution
networks and the ability of end consumers to physically access our fruit. We are working hard, and have been
ably supported by our local and global partners, to ensure accessibility of our fruit.
Trading Update –Horticulture
Mr Apple -Gross Harvest and Export Packout
Scales –2020 Annual Shareholders’ Meeting
4.4
4.4
4.4
5.1
4.8
5.1
71%
81%
80%
76%
79%
0%
10%
20%
30%
40%
50%
60%
70%
80%
0.0
1.0
2.0
3.0
4.0
5.0
6.0
201520162017201820192020
Total Pick (TCEs Millions)Packout (%)

37
Trading Update –Food Ingredients and Logistics
Scales –2020 Annual Shareholders’ Meeting
Food Ingredients
•Demand ‘front-loaded’ as customers have accelerated purchases to
mitigate their own supply-chain risks.
•Trading through the balance of the year will likely be lower as a result.
Logistics
•Has also benefitted from demand acceleration.
•Reduction in global airfreight volumes expected to impact full year trading.
Physical distancing and safety measures
in place at Scales Logistics.

38
•Impact on group earnings due to COVID-19 difficult to assess:
▪Precautions and distancing measures allowed us to continue trading during lockdown.
▪Picking has been completed, but packing and marketing in progress.
▪Situation and market dynamics, including supply chain implications, remain fluid.
•Scales is resiliently positioned to ‘weather the storm’:
▪Experienced management and staff.
▪Essential agribusiness.
▪Strong balance sheet.
•Any changes to profit guidance will be monitored and updates provided as appropriate.
•Scales remains committed to the current annual dividend level of no less than 19 cents cash per share whilst the
Group holds net cash.
Trading Update –Group
Scales –2020 Annual Shareholders’ Meeting
Group

39
III. Ordinary Resolutions

40
Resolution 1
That the Board is authorised to fix the auditor’s remuneration for the coming year.
Scales –2020 Annual Shareholders’ Meeting

41
Resolution 2
Having retired by rotation, that Nick Harris be re-elected as a Non Executive
Independent Director.
Scales –2020 Annual Shareholders’ Meeting

42
IV. Voting and Questions

43
•The floor is now open to questions –the Q&A icon will appear at the top of your app.
•To send a question, simply click in the ‘Ask a question’ box, type your question and the press the send arrow.
•Your question will be sent immediately for review.
Question Process –Reminder
Scales –2020 Annual Shareholders’ Meeting
Ask a question
Ask a question

44
Disclaimer
The information in this presentation has been prepared by Scales Corporation Limited with due care and attention. However, neither Scales Corporation Limited nor any of its
directors, employees, shareholders nor any other person shall have any liability whatsoever to any person for any loss (including, without limitation, arising from any fault or
negligence) arising from this presentation or any information supplied in connection with it.
This presentation may contain projections or forward-looking statements regarding a variety of items. Such projections or forward-looking statements are based on current
expectations, estimates and assumptions and are subject to a number of risks, uncertainties and assumptions. There is no assurance that results contemplated in any projections
and forward-looking statements in this presentation will be realised. Actual results may differ materially from those projected in this presentation. No person is under any obligation
to update this presentation at any time after its release to you or to provide you with further information about Scales Corporation Limited.
Our results are reported under NZ IFRS. This presentation includes non-GAAP financial measures which are not prepared in accordance with NZ IFRS. The non-GAAP financial
measures used in this presentation include:
•EBITDA. We calculate EBITDA by adding back (or deducting) depreciation, amortisation, finance charges / (revenue), and taxation expense to net earnings / (loss) from
continuing operations.
•EBIT. We calculate EBIT by adding back (or deducting) finance charges / (revenue), and taxation expense to net earnings / (loss)from continuing operations.
•Underlying EBITDA and EBIT are calculated by adding back (or deducting) certain non-cash NZ IFRS and other adjustments.
•Underlying Net Profit is calculated by adding back or (or deducting) the after-tax effect of certain non-cash NZ IFRS and other adjustments.
We believe that these non-GAAP financial measures provide useful information to readers to assist in the understanding of our financial performance, financial position or returns,
but that they should not be viewed in isolation, nor considered as a substitute for measures reported in accordance with NZ IFRS. Non-GAAP financial measures may not be
comparable to similarly titled amounts reported by other companies.
Forward-looking statements are subject to any material adverse events, significant one-off expenses or other unforeseeable circumstances.
The information in this presentation is of a general nature and does not constitute financial product advice, investment advice or any recommendation. Nothing in this presentation
constitutes legal, financial, tax or other advice.
Scales –2020 Annual Shareholders’ Meeting