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Annual Report for Financial Year to 30 June 2020

Annual Report27 September 2020PGWIndustrials

Helping grow the country
Annual Report

For the year ended 30 June 2020

ANNUAL REPORT 2020 | 1
Calendar

Contents

Annual shareholders’ meeting

20 October 2020

Half-year earnings announcement

24 February 2021

Year-end earnings announcement

17 August 2021

Introduction

2020 Financial Year at a Glance 2

Chairman and

Chief Executive Offi cer’s report 4

Our Company

Board of Directors 10

Executive Team 12

The year in review 14

Agency – Twin Oaks 20

Retail & Water – Rockit

TM

Apples 22

Agency – bidr® livestream auction platform 24

PGG Wrightson in the community 26

Environmental, Social and

Governance Reporting 30

Financial information

Key Financial Disclosures 33

Directors’ Responsibility Statement 34

Additional Financial Disclosures including

Notes to the Financial Statements 45

Independent Auditor’s Report 80

Governance

Corporate Governance and Board Charter 84

Statutory Disclosures 92

General Disclosures 97

Shareholder Information 98

Corporate Directory 100

PGG Wrightson Retail Team Leader, Troy Mackey,

discusses Multine B12® vaccine with Alan Hore and

Richard Hore at Beaumont Station near Millers Flat

in Central Otago in July 2020.

PGG Wrightson Real Estate Nelson-Marlborough Sales

Manager, Joe Blakiston and Real Estate Salesperson,

Greg Lyons, are joined by Fruitfed Supplies

National Winery Account Manager, Blair McLean

at Marfell Block vineyard in the Awatere Valley in

Marlborough in February 2020.

PERFORMANCE

HIGHLIGHTS

2020 FINANCIAL YEAR

9c per

share

FULLY IMPUTED

INTERIM DIVIDEND

$234m

CAPITAL

DISTRIBUTION TO

SHAREHOLDERS

COMPLETED

14 AUGUST 2019

NET PROFIT

AFTER TAX

$ 7. 8 m

*

OPERATING

EBITDA

$45.2m

*

* 2020 includes the impact of the new lease accounting standard.

PGG Wrightson Real Estate Sales Manager,
Craig Bates, and Salesperson, Shaun

O’Docherty, look out at Tima Hills in Central

Otago with their vendors in March 2020.

2 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 3

MORE THAN

GO BEEF

PURCHASED

SINCE LAUNCH

PURCHASED

SINCE LAUNCH

$50m

180k

MORE THAN

1.17m

GO LAMB

GO GRAZING

CONTRACTS CONTINUED

TO GROW STRONGLY,

BALANCE PEAKING AT JUST

UNDER

AT A GLANCE

2020 FINANCIAL YEAR

ECOMMERCE

LAUNCHED

JUNE 2020

CONTINUED

REVENUE

GROWTH

8.0%

LOST TIME INJURY (LTI)

FR E Q U E N C Y R ATE

COMPARED TO FY17 BASELINE

25%

R&D TEAM

CARRIED OUT

MORE THAN

TRIALS

50

INCLUDING

MORE THAN

TREATMENTS

250

HEAD OF STOCK TRADED

7 ACCREDITED

AGENCIES

30k+

BUY & SELL

ONLINE AUCTIONS

200

Stephen Guerin
CHIEF EXECUTIVE OFFICER

Rodger Finlay

CHAIRMAN

ANNUAL REPORT 2020 | 54 | PGG WRIGHTSON LIMITED

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 2020 of $45.2 million.

This includes the impact of the new lease accounting standard which

has led to an increase in Operating EBITDA of $21.7 million. Excluding

the impact of the lease adjustment, Operating EBITDA was $23.4 million.

Net profi t after tax (NPAT ) was $7.8 million.

This was a year of two distinct halves. During the fi rst half of the year to 31 December

2019, the business traded well to record an Operating EBITDA (excluding the impact

of the new lease accounting standard) of $23.7 million, which was up 33 percent on

the prior comparative period, and a net profi t after tax of $12.8 million. However,

our second half trading results were impacted by COVID-19 and the consequential

operational disruption caused by the global pandemic.

Shareholders benefi ted from a $234 million capital distribution which was paid on 14

August 2019, following completion of the Seed and Grain sale.

While the result for this fi nancial year was not what we had targeted at the start of the

year, it nevertheless refl ects well on the resilience of the business, our people, and the

support from our customers and shareholders in what has been an extraordinary year.

To deliver a trading performance similar to the prior year after the level of disruption

experienced is heartening and demonstrates that the business is in good health.

The business responded well to a range of challenges arising over the year including

widespread drought conditions, fl ooding in Southland, and disruption from the

COVID-19 pandemic lockdown and various Alert Levels. Our dedicated employees

rose to these challenges and supported our customers, communities, and the sector

through all of these circumstances.

Our Rural Supplies and Fruitfed Supplies stores, our Agritrade wholesale business, and

other supporting functions were deemed essential service providers and remained

open throughout the lockdown. Our teams did an excellent job in adapting quickly to

implement operating protocols to protect the safety of our employees and customers,

as they continued to deliver fi rst class service to customers over the period.

Our Wool stores, Real Estate offi ces and Livestock saleyards were all closed during

lockdown, and our Water business was only permitted to perform essential

maintenance. With the reduced trading and disruption to our Real Estate, Water,

Livestock, and Wool businesses over the period of the COVID-19 lockdown, PGW

applied for and received $4.1 million through the government wage subsidy scheme.

An extraordinary

year for PGW

A capital distribution to

shareholders of $234 million

was completed on

14 August 2019.

Shareholders received a fully

imputed interim dividend of

9.0 cents per share.

2020 $M

2019 $M

Revenue

788.0

798.8

Gross Profi t

204.2

219.5

Operating EBITDA

45.2

*

24.9

Net Profi t After Tax

7.8

*

131.8

Net Cash Flow from

Operating Activities

34.2

*

(49.0)

* 2020 includes the impact of the new lease accounting standard.

CHAIRMAN AND

CHIEF EXECUTIVE

OFFICER’S

REPORT

Spring colour in Canterbury,

photographed by Andrew

Hide for the PGG Wrightson

Landmarks Photo Collection.

6 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 7
On-farm and market conditions

This year was particularly challenging in terms of on-farm and market conditions for large parts of the

farming community. In the second half of the year widespread drought conditions resulted in feed

shortages on-farm with consequential demand and a shortage of meat processing capacity. This was

exacerbated by the impact of the global pandemic on supply chain access to international markets and

further reductions in processing capacity due to pandemic related operating restrictions.

Although COVID-19 is aff ecting virtually all countries in the world, the impacts and the timing of these

varies from country to country. It has become apparent that the supply chain for food is not as secure

as was previously thought. The pandemic put global supply lines under pressure, disrupted trade, and

has resulted in market volatility. However, demand has continued for New Zealand’s primary exports,

as consumers worldwide place value on the provenance and security of their food. There is however,

a degree of uncertainty in the medium term as the economies in export markets respond to the

pandemic. Global lockdowns have altered consumer behaviour, resulting in some primary producers

having to change their product off erings and marketing strategies.

The Alert Level 4 lockdown presented challenges for farmers given that it occurred at a time of year

when autumn livestock sales were under way. The livestock industry faced numerous demands,

including the drought with many farmers trying to move their stock off their farm, as well as processing

delays with processors needing to implement social distancing restrictions.

The lockdown also came at a peak time in the crop cycle with harvest underway. Although harvest

conditions were good across the country, harvesters had to adapt to manage social distancing. The

season saw good quality crops in horticulture, though yield volumes in some feed crops were impacted

by climatic conditions.

While the international markets for protein remain fi rm, the demand for added value products has

reduced due to disruption to food service and restaurant trade across the world. It is expected that this

will continue into 2021 and in turn could aff ect farm-gate returns in the medium term.

Access to funding remains an issue for some farmers with banks continuing to tighten lending to the

primary sector, especially their exposure to dairy.

New Zealand has made good progress with its strategy to eradicate Mycoplasma bovis (M. bovis) with

the number of infected properties continuing to drop.

Our people

At 30 June 2020 PGW employed approximately 1,840 employees (including casual, fi xed-term,

commission and permanent staff ).

PGW refreshed its people strategy following a corporate structure review which centralised

corporate functions.

Key programmes of work to enhance our people and culture over the last year included developing

a clearly defi ned PGW Leadership Brand, and a new Leadership Development Framework and

Programme, introducing a refreshed induction programme, and delivering improvements to our

people related processes to best leverage existing systems.

During November 2019 our PGW Group head offi ce moved to the Christchurch International Airport

campus. Our new purpose-built offi ce has allowed us to bring staff together in one location having

previously been spread across three Christchurch locations. The new offi ce environment has been well

received by staff and includes better facilities to support collaboration and use of technology.

Safety and wellbeing

Three years into our Safety and Wellbeing strategy we continue to engage our people to assist

transforming our culture to one of ‘citizenship’ by embedding the cognitive behavioural safety

leadership programme, Zero Incident Process (ZIP).

Over the past year PGW has introduced Critical Risk standards to our framework and we continue to

ingrain control measures to prevent serious harm events. These are ongoing programmes of work as

we continue to develop our safety culture. Moving to a centralised operating structure has provided

greater consistency and standardisation to our development of safety and wellbeing practices, with

leadership accountabilities continuing to be a focus area within each operational business unit.

We continue to see an improvement in our benchmark performance measures for safety incident

events with a reduction in the frequency rates for lost time of 25 percent and for total recordable

injuries of 30 percent for this year, when compared to our strategy baseline FY17 actual rates.

CHAIRMAN AND

CHIEF EXECUTIVE

OFFICER’S REPORT

CONTINUED

Early morning milking in Taranaki, photographed

by Olivia Mitchell-Bettles for PGG Wrightson

Landmarks Photo Collection.

“TO DELIVER A TRADING

PERFORMANCE

SIMILAR TO LAST YEAR

AFTER THE LEVEL OF

DISRUPTION THAT WE

HAVE EXPERIENCED

IS HEARTENING AND

DEMONSTRATES THAT

THE BUSINESS IS IN

GOOD HEALTH.”

RODGER FINLAY, CHAIRMAN

8 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 9
Vehicles remain the single biggest risk area for our people. This year we completed a comprehensive

review of our motor vehicle policy alongside our vehicle and driving critical risk standard. This has

seen multiple initiatives introduced to improve the ongoing safety of our people, including a targeted

approach to developing a safer driving culture, such as the launch of a driver competency training

programme.

The wellbeing of our people and the communities in which they operate is paramount to PGW. We

continue to support Dr Tom Mulholland and his KYND wellness tool, and we have entered into a

sponsorship partnership with Dr Tom’s Walk the Talk Wellness Tour (see page 28).

Cashfl ow and Debt

Cashfl ow from operating activities was a $34.2 million infl ow. Capital expenditure for the year to 30 June

2020 was $11.9 million, which was $4.6 million lower than the comparative period for the prior year.

This spend has seen continued investment in IT, including our bidr® online trading platform and our

eCommerce retail website (https://store.pggwrightson.co.nz).

It is important to note that as a seasonal business, our working capital requirements typically increase

over spring and into summer in line with the demand for farming inputs in New Zealand.

Whilst the second half of the fi nancial year was challenging due to a range of factors, including

widespread drought conditions, supply chain issues for livestock and meat processing, and the global

pandemic, we nevertheless maintained disciplined cash-fl ow management. This resulted in a pleasing

net debt position of $33.1 million as at 30 June 2020, with an improved overdue debtor percentage

compared to the prior fi nancial year. It is also worthwhile noting that the resizing of our corporate

support functions realised in excess of the anticipated $2.5 million cost savings for the fi nancial year.

This means we start our seasonal build of working capital for the current year from a sound position.

We continue to look for effi ciencies in our operations. As part of our continuing commitment to

recalibrate our cost base, the Board resolved earlier in the year to capture savings through reducing

current Board numbers to fi ve members and reducing some director fees with eff ect from April 2020. The

combined eff ect of these changes has resulted in directors' fees reducing by approximately 18 percent

when calculated on an annualised basis.

Distributions

The Board is pleased with the manner in which the business has come through the year, however the

trading results are back on pre-COVID-19 expectations and the eff ects of the global pandemic are

continuing to be felt.

While we remain optimistic about the prospects for the sector, it is prudent to be wary given the degree

of uncertainty being experienced throughout much of the world. In view of that background, the Board

has determined to take a cautious distribution approach in the interim, while greater certainty is obtained

about how these events will fl ow through and impact demand for agri-inputs in the year ahead.

Refl ecting the extraordinary nature of this year, the ongoing global challenges, and the fact that the

company has made a net loss of $4.9 million in the second half of the year, the Board has determined not

to pay a fi nal dividend. However, the Board intends to resume the payment of regular dividends when

the market stabilises should operating results allow.

PGW paid a fully imputed 2020 interim dividend of 9 cents per share on 3 April 2020.

CHAIRMAN AND

CHIEF EXECUTIVE

OFFICER’S REPORT

CONTINUED

Outlook

While there is scope for optimism with strong demand and pricing for New Zealand’s agricultural and

horticultural export commodities, there remains a degree of caution with continuing volatility in global

markets. Consumers in some key export markets have been shielded from the impacts of COVID-19 through

unprecedented fi scal support which has underpinned retail spending on food. However, with infection rates

continuing to increase globally and secondary lockdowns occurring, a degree of uncertainty remains as to how

this will impact trade fl ows over the coming year.

In this context, while it is too early to provide guidance about expectations for the fi nancial year ending

2021, there is a healthy measure of optimism with solid production returns continuing in dairy, red meat, and

horticulture. We are seeing farmers and growers gear up for the busy spring period and we hope to be in a

position to provide a trading update by the time of our Annual Shareholders' Meeting in October 2020.

Governance

Ronald Seah retired from the Board on 31 August 2019, having served as a director for almost seven years. The

Board acknowledge and thank Ronald for his contribution as a director.

At the Annual Shareholders' Meeting on 22 October 2019, Rodger Finlay was elected as independent

chairman, with David Cushing and Sarah Brown remaining as independent directors.

Executive team changes

The PGW executive team had one change with Rachel Shearer, General Manager Human Resources, returning

from parental leave in February 2020.

Acknowledgements

On behalf of the Board and executive team, we extend our thanks to all the outstanding individuals who make

up the PGW team for their continued hard work and dedication.

We are proud of how our people have responded to the pandemic and how they continue to serve our

customers and communities despite all the challenges faced. We have proved we can play it safe in our

workplaces by implementing practical procedures and controls in response to the pandemic.

We wish to pay tribute to our loyal customers and their valued business, and we thank you for your

understanding and for adapting to our changing operating protocols through these unprecedented times.

We also thank our suppliers and shareholders for their support.

We are committed to serving our customers and the communities within which we live and operate.

Our company purpose is 'Helping grow the country' and this continues to be at the heart of what we do.

Rodger Finlay Stephen Guerin

Chairman Chief Executive Offi cer

10 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 11
RODGER FINLAY

BCom, FCA, CFInstD

Independent 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

fi nance, natural resources, agriculture, media

and corporate recovery. Additionally, he has

amassed signifi cant knowledge of fi nancial

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 United Kingdom.

Rodger chairs both the Independent Advisory

Panel of the Provincial Growth Fund and NZ

Post Limited. He holds directorships in Ngāi

Tahu Holdings Corporation Limited, Moeraki

Limited, Rural Equities Limited and Kiwi Group

Holdings 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 Limited 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 has more than 30 years’ experience in

accounting and auditing. He was a partner

of an international public accounting fi rm

in Singapore until his retirement from the

fi rm 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.

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. Sarah is a passionate Southlander,

strongly committed to regional New Zealand’s

economic development.

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 and H & G Limited. David has

previously been a director of Red Steel

Limited, Webster Limited, Williams & Kettle

Limited, Fruitfed Supplies Limited, Tourism

Holdings Limited, NPT Limited, New Zealand

Farming Systems Uruguay Limited and

Wakefi eld Health Limited.

U KEAN SENG

LLB (Hons), B.Ec

Director

U Kean Seng was appointed to the PGG

Wrightson Limited Board on 4 December

2012. He is Head of Corporate and Legal

Aff airs for Agria Corporation, a role he

has held since December 2008. U Kean

Seng previously practiced as a partner at

Singaporean law fi rm, Shooklin & Bok LLP,

focused on East Asia, and he led a corporate

fi nance 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 qualifi ed economist,

having completed his degree majoring in

Economics and Accounting, B.Ec at Monash

University, Australia.

Board of Directors

LIM SIANG (RONALD) SEAH

Ronald retired from the Board of

PGG Wrightson Limited eff ective

31 August 2019.

BOARD OF

DIRECTORS

EXECUTIVE
TEAM

12 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 13

STEPHEN GUERIN

Chief Executive Offi cer

Stephen was appointed Chief

Executive Offi cer 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,

Fruitfed Supplies, Agritrade and

Water businesses. He has worked

for PGG Wrightson Limited and

its predecessor companies for

since 1988. 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 PGG Wrightson

Limited as New Business Growth

Manager for Agritrade in 2014

and through his fi ve year period

with Agritrade he grew the

business substantially. Prior to

joining PGG Wrightson Limited,

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 affi nity for retail and

the agribusiness sector.

JULIAN DALY

General Manager Corporate

Aff airs

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

Benefi ts Plan Trustee Limited. He

is a former General Counsel of

DB Breweries Limited and has

previously worked for law fi rms 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 Limited

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

General Manager Livestock

Peter has been responsible for

the Livestock division since

August 2014. Prior to joining PGG

Wrightson Limited, 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

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 Offi cer

Peter was appointed as PGG

Wrightson Limited’s Chief

Financial Offi cer in March 2015

and leads the fi nance and

technology functions. Peter

started his career at Fletcher

Challenge and has broad

multinational experience

spending fi ve 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

fi nance 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 Offi cer.

In 2010 he joined the majority

shareholder Noble 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 Offi cer for Noble Group

in Australia.

RACHEL SHEARER

General Manager Human

Resources

Rachel was appointed PGG

Wrightson Limited’s General

Manager Human Resources in

April 2016 to lead the Human

Resources and Safety, Wellbeing

and Environment functions and

teams. In this role she oversees

the PGW People Strategy with

the foundations of this being

performance, leadership and

culture. Prior to joining PGW,

Rachel was GM Human Resources

at Solid Energy after gaining

experience as a human resource

consultant both abroad and in

her hometown of Christchurch

specialising in organisational

design, change management and

business transformation.

NATALIE THAIN

General Manager Human

Resources (Acting)

Natalie was General Manager

Human Resources (Acting) from

July 2019 to February 2020.

14 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 15
PGW HAS TWO OPERATING GROUPS:

RETAIL & WATER AND AGENCY

Ewes on the move again in

Manawatū, photographed by Teresa

Newton for the PGG Wrightson

Landmarks Photo Collection.

THE YEAR

IN REVIEW

Fruitfed Supplies Technical Horticultural Representative,
Julie Fotheringhame discusses hydroponic strawberries with

Lewis Farms’ agronomist Ruel Vallar near Levin in Manawatū-

Whanganui in November 2019.

16 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 17

2020 $M2019 $M

Revenue

619.1

599.7

Operating EBITDA

34.7

*

19.3

* 2020 includes the impact of the new lease accounting standard.

The Retail & Water business incorporates Rural Supplies, Fruitfed Supplies, Agritrade

and Water. Retail & Water’s Operating EBITDA was a pleasing $34.7 million, or $22.0

million (excluding the impact of NZ IFRS 16 lease accounting standard). Excluding the

impact of the new lease standard this was up $2.7 million on the prior year’s result.

Retail & Water group

Our Rural Supplies business and Fruitfed

Supplies business again performed well.

This year was challenging for the sector

and the country. However, we continue

to see anecdotal evidence of market share

gains attributable to our strong technical

off ering and customer service. Our

customers value the support they receive

through our fi eld representatives who

are backed up by our Technical and R&D

teams and staff in our store network.

Retail & Water managed the COVID-19

Alert Level 4 restrictions very well and

continued to trade as an essential service.

The whole team pulled together to ensure

appropriate protocols and operational

disciplines were in place to help protect

the safety of our staff , customers, and

communities.

We successfully launched our eCommerce

website in June 2020 allowing customers

to transact online. We are experiencing

increasing customer interest and appetite

for this channel and we will continue to

add further online functionality over time.

Rural Supplies

This fi nancial year we continued with our

programme to improve our store network

and provide customers with an enhanced

customer experience and wider product

off ering. We are renovating our Mayfi eld

store and we have three new store

developments in the pipeline in Taupo,

Darfi eld, and Alexandra.

At a macro level, farming returns are good,

and the outlook for red meat and dairy

look favourable. A key issue impacting

dairy farmers and dairy support spend is

constrained access to funds, as banks look

to reduce their exposure to dairy.

Fruitfed Supplies

Our market leading Fruitfed Supplies

business again performed well, with

diversifi cation across a variety of crops

and continuing to adapt to our customer

and market needs. Our focus remains to

add value to our customers’ businesses by

supplying specialist products and services

and providing the best technical advice.

Our market share remains strong in the

grapes, pipfruit, stone fruit, and kiwifruit

sectors and we are increasing our

presence in avocados and cherries, which

continue to see capital investment. The

business is also well placed to benefi t

from ongoing technical advancements

in viticulture and further grape

development.

The outlook for the coming year remains

positive for Fruitfed Supplies. Returns

and yields for the horticultural sector

are positive with stability in pricing for

growers, which was highlighted by the

record levels paid in the recent kiwifruit

licence tenders.

This optimism is continuing to see

horticultural development taking place

and land use change, including larger

corporate growers diversifying their

portfolios and investing in other areas.

We are also progressively seeing this

development coming into production.

This development supports increased

opportunities for Fruitfed Supplies across

the core categories that we supply.

Agritrade

Our Agritrade wholesale business has

seen continued year-on-year growth

with revenue up on the same period last

year. This was achieved through growth

in our existing range, as well as product

acquisition and providing distribution

services for existing suppliers looking to

Agritrade to get their products to market.

We expect to see further new product

lines added to the Agritrade range

over the coming year and we see good

opportunity for continued growth in our

wholesale operations.

Water

The fi nancial year for the Water businesses

was tough. Tightening of on-farm credit

and regulatory requirements together

with a lack of new water schemes have

continued to present a diffi cult trading

environment for our Water business.

Operating restrictions under Alert Levels

4 and 3 meant that the Water business

was reduced to the provision of essential

servicing only during that period.

Livestock
The largest business within the Agency

group is Livestock.

Our Livestock business experienced a

strong first six months underpinned by

buoyant trading volumes and values. In

the second half of the year widespread

drought conditions resulted in high

demand for and a shortage of processing

capacity. The pandemic impacted the

supply chain and access to international

markets, and further restrictions on

processing capacity were implemented

when the country went into Alert Level

4 lockdown. These events, together with

the significant impact caused through the

temporary closure of saleyards under Alert

Levels 4 and 3 impacted the business.

The benefits of our real time bidr®

online trading platform, came into

stark focus during the lockdown where

necessity showcased the advantages of

this channel and innovation. The bidr®

team responded well and accelerated

modifications to the platform to permit

access for new users in response to

demand, as well as the launch of the new

hybrid auction option. We see potential

for the bidr® platform moving forward

and regard this innovation as important

to the New Zealand livestock sector (see

pages 24–25).

Requests for our Go grazing contracts

continued to grow strongly with the

balance peaking at just under $50 million

during the year. Customer demand for

the convenience and versatility of the Go

programme continues, and we expect to

see further growth in the current year (see

pages 20–21).

Overall livestock tallies were lower this

financial year compared to the prior

year. The largest impact was the effects

of reduced activity during April and May

2020 when saleyards were closed.

Average livestock prices were also lower

compared to last year. During the first half

of the year prices were higher than last

year for both sheep and cattle. However,

pricing started to trend down in January

due to drought conditions and the

shortage of processing space, particularly

in the North Island. Restrictions in the

supply chain further impacted pricing

from April 2020.

Wool

PGW Wool has come through a difficult

year with depressed crossbred wool

prices and associated worldwide

wool demand impacted by the global

pandemic. The pandemic is arguably the

most significant issue the wool industry

has experienced in a generation and it has

impacted the international wool supply

chain. This has resulted in a decline in

wool demand, orders, and prices across all

wool types.

As a consequence, our wool brokering

business has facilitated the sale of

fewer wool bales and at lower margins.

Consequently, farmer growers have

elected to hold wool rather than sell into

the current market. Additionally, wool

auctions were placed on hold for two

months over the period of Alert Levels 4

and 3.

Real Estate

The rural real estate market continued

to face difficult market conditions

with declining volumes in all sectors

throughout the year. However, the

lifestyle and residential markets in the

provinces remained relatively positive.

The pandemic affected the real estate

market leading up to our peak autumn

selling period, but the business did see

encouraging signs returning during

late May and June 2020. An outcome

from COVID-19 was a strong shift from

traditional print media to digital channels

where we saw increased website traffic

and social media use.

Notwithstanding the challenging macro

conditions, PGG Wrightson Real Estate

improved market share in its key lifestyle

segment and rural regions.

PGG Wrightson Livestock

Representative, Vaughan Vujcich

inspects Angus cattle with Terry Nicolle

near Waimate North in Northland.

ANNUAL REPORT 2020 | 1918 | PGG WRIGHTSON LIMITED

2020 $M2019 $M

Revenue

165.8

193.8

Operating EBITDA

15.7

*

15.9

* 2020 includes the impact of the new lease accounting standard.

Our Agency group incorporates the Livestock, Wool and Real Estate businesses. Trading for this group

is generally weighted towards the second half of the financial year. Operating EBITDA was $15.7

million, or $8.4 million (excluding the impact of NZ IFRS 16 lease accounting standard). Excluding the

impact of the new lease standard this was down $7.5 million on the prior year’s result.

Agency group

Sheep grazing at Twin Oaks,
Waipapa Station in Waikato

ANNUAL REPORT 2020 | 2120 | PGG WRIGHTSON LIMITED

L

ivestock is principally an agency

business, with revenue largely

comprising commissions earned on

the trading of livestock. Consequently,

the key drivers of business performance

are the volume and value of livestock

traded.

In response to an identified need in

the market, PGW Livestock developed

the Go livestock grazing programme

which assists farmers with their livestock

businesses. PGW National Livestock

Supply Chain Manager, Jamie Molloy said,

“The scheme was designed to be easy for

our customers to sign up with their PGW

Livestock Agent. Under the scheme, PGW

purchase and own the livestock and when

they are ultimately sold the change in

the value of the livestock is the farmer's

grazing revenue, less the agreed fees.”

Go grazing contracts are an excellent

example of how PGW can innovate and

develop products that meet the needs

of our customers. Farmers need

to be agile as market prices and

climatic conditions can change

quickly. The timeline for the use of Go

grazing contracts can be flexible and

accommodating, and customers can use

them to suit their farming operations.

There has been impressive growth in Go

since its launch in 2015 with Go-Lamb

purchasing more than 1.17 million lambs

and Go-Beef purchasing more than

180,000 cattle, and with the balance

peaking at just under $50 million this year.

Customers in the Go programme, Roger

and Susan Hayward, purchased Waipapa

Station in 2016, a 900 ha North Island

medium hill country station off the

Raglan Harbour in Waikato, where they

run the Twin Oaks Angus Stud and sheep

farm. Previously the Haywards farmed

near Fairlie in South Canterbury where

they worked with PGW Livestock reps.

PGW’s Livestock Representative, Richard

Johnston, met Roger and Susan as he was

the livestock rep for the former owner.

Early on during their relationship, Richard

introduced Roger and Susan to PGW’s

Go livestock grazing contracts. The

Haywards are fully engaged in the grazing

programme and Susan describes the

programme as a “massive commitment

from PGW. It is important for our cashflow

as PGW purchase and own the trading

livestock, there is no up-front capital

required from us. Go offers us flexibility

and the opportunity to graze the quantity

we want.”

Roger said, “We benefit from Richard’s

knowledge of the livestock market and

he works closely with us for PGW to

determine when and where the stock is

purchased and sold, and whether stock

is sold as store or prime. Since entering

the Go-Lamb grazing contracts we have

grazed approximately 40,000 lambs with

PGW, with numbers peaking at 8,000-

10,000 a season.”

Richard enjoys working with the Go

programme as farmers recognise the

value it brings to their business and

says, “Once customers utilise Go they

stay customers, as they appreciate

the simplicity and convenience of the

programme.”

In addition to grazing livestock, the

Haywards run a first generation Angus

stud with a modern approach to breeding

Angus bulls with performance genetics.

They are passionate about breeding

and Twin Oaks is a highly regarded and

innovative Angus stud farm.

During September 2019 Richard

accompanied Roger and Susan to the

Millah Murrah Angus sale in Bathurst,

Australia where they intended to buy a

stud bull. Although they did not come

home with a bull, they were successful in

securing the NZ semen rights of Millah

Murrah Paratrooper P15 which sold for

A$160,000 and was an Australasian record

for an Angus bull sold at auction.

Richard helps to run all sales for Roger and

Susan which includes their spring yearling

bull sale and their autumn two-year old

bull sale. Roger, Susan, and Richard visit

clients across the country before the sales

to see how their progeny are breeding.

Their South Island clients travel to the

sales and the bulls are sold countrywide.

Make the move

to Go grazing

contracts

 

Working with PGW

Richard Johnston joined PGW 13 years ago and is a

Livestock Representative based in Waikato. Richard is

one of our more than 230 experienced PGW livestock

representatives nationally. As the biggest player in New

Zealand’s stud and livestock sector, PGW has more reach

and greater influence. We run some of the country’s

biggest sales events, bringing the largest possible pool

of buyers and sellers together. Our representatives pride

themselves on their strong adviser relationships with

their customers.

Demand for our Go grazing contracts continues to see

impressive growth with the flexibility and simplicity of the

programme appealing to our farmer customers.

AGENCY

LIVESTOCK

PGG Wrightson Livestock Representative,

Richard Johnston with Roger Hayward of

Twin Oaks, Waikato.

RETAIL & WATER
FRUITFED SUPPLIES

Rockit

TM

Apple orchard in Hawkes Bay.

22 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 23

Nature’s little treat

produces a sweet

relationship

Rockit

TM

apples were launched commercially in 2010 as a premium, on-the-go,

fresh, healthy snack. This award-winning apple was the result of a natural breeding

programme by New Zealand scientists. They are slightly larger than a golf ball and

the apple has a distinctive sweet fl avour and red colour.

Richard makes recommendations to RMS

managers regarding soil nutrition levels

before trees are planted, delivers advice

on chemical usage, and coordinates the

supply of posts. As new development

blocks come into production, Richard

maps the area and uses GPS for the

Orchard-Rite® wind machines to be

placed and installed with the correct

coverage area.

RMS are at the forefront of innovation

and Richard has instigated demonstration

days on their orchards with suppliers to

Croplands (who manufacture and supply

spray equipment, components and

accessories for sustainable agriculture)

to exhibit new technology to assist RMS

achieve industry-leading, integrated and

sustainable crop management practices.

Richard says, “the relationship relies on our

Fruitfed Supplies team being proactive

and thinking about their requirements,

especially during this rapid growth

phase, as well as Chris having trust in our

recommendations.”

Chris respects Richard’s knowledge as a

THR and an orchardist and Chris knows

that Richard will only recommend

something that will add value to

RMS. They have developed a personal

relationship built on trust and Chris says,

“Richard’s humble enough to admit if he

doesn’t know something and he’ll fi nd

out the answer as he knows how accurate

the information has to be. He provides

the best service to us and looks after our

needs so I can focus on what I have to do,

I don’t have to go behind and check.”

Working with PGW

Richard Griffi ths joined Fruitfed Supplies 10 years ago and is

a THR servicing horticultural customers across Hawke’s Bay.

Richard collaborates with the Fruitfed Supplies’ Technical

Team. Members of this Research and Development team

are all science degree-qualifi ed and they have a clear

appreciation of the realities of commercial horticulture. The

Technical Team support our THRs and our customers with

in depth expert advice in a range of subjects to increase

orchard performance and productivity, and deliver better

export quality produce to market.

PGG Wrightson Technical Horticultural

Representative for Fruitfed Supplies,

Richard Griffi ths, inspects Rockit

TM

apple

trees with Rockit Management Services

General Manager, Chris Hurrey, at an

orchard near Havelock North in Hawke’s

Bay in July 2020.

I

nitially grown in Hawke’s Bay, Rockit

TM

apples are now grown under licence

internationally with intellectual property

protection which assists in enabling year-

round supply. John Loughlin, Chairman of

Rockit Global Limited said, “Rockit

TM

are the

only miniature apple available globally. The

apples were initially exported to Taiwan in

2013 and are now available in 27 countries.

Fruitfed Supplies has been supporting us

through our steep increase in production for

the past seven years.”

As a pioneering company, Rockit Global

do not place themselves in the apple

market, they compete with snack foods.

The innovative cylinder-shaped recyclable

packaging conveniently allows the apples to

be eaten directly from the container, without

having to be washed. The packaging

is designed to be stacked on any shop

counter, allowing it to be sold alongside fast

moving consumer foods in outlets other

than supermarkets and grocery stores.

John said, “The past two to three years have

seen huge growth taking place at 30-40%

per annum. We are focusing on rapid

growth by commercialising our product and

investing ahead of the curve. Our new $50

million purpose-built head offi ce, cool store,

and packhouse is in development on the

outskirts of Hastings and incorporates new

innovations and technology.”

Fruitfed Supplies Technical Horticultural

Representative (THR), Richard Griffi ths,

has been working alongside Rockit

Management Services (RMS), the orchard

arm of the business, since the beginning

of the relationship. Richard works closely

with RMS General Manager, Chris Hurrey,

supporting him throughout the whole

process, from the development of new

blocks through to harvest assessments, as

well as providing advice to help produce an

export quality crop.

AGENCY
LIVESTOCK

Buyers can place bids and buy from anywhere.

ANNUAL REPORT 2020 | 2524 | PGG WRIGHTSON LIMITED

How to sign up to bidr®

All farmers need to do is sign up with their

trusted agency and register for upcoming

auctions. When farmers list their animals for

sale an accredited assessor visits the farm

to assess the livestock, gather information,

produce videos, and take photos. The sale

date and time of the auction is assigned, and

this information is uploaded on bidr®, similar

to a sale catalogue.

Trade

livestock like

never before

S

ince launch, bidr® has accredited

seven agencies and over 280

livestock assessors, hosted more

than 200 online auctions and facilitated

trades of more than 30,000 head of stock.

The fl exibility of bidr®’s platform

empowers farmers and agents with

choice when selling livestock, off ering

regular weekly auctions and the ability to

stand up feature auctions. As an online

platform, buyers can place bids and buy

from anywhere with internet access.

Importantly, there is reduced stress on

animals and the environmental footprint

of livestock trading is lowered given that

stock are transported directly to where

they need to go. This results in less

unnecessary stock movement and also

reduces biosecurity risk by removing the

need to congregate animals in saleyard

environments.

The agility of the bidr® business

came to the fore during the recent

COVID-19 lockdown period. In these

unprecedented times, internet use and

the adoption of online technologies saw

massive growth worldwide. This was also

true for New Zealand’s agribusinesses.

During Alert Levels 4 and 3 saleyards

throughout the country were closed and

farmers and agents welcomed bidr®’s

technology. bidr® experienced rapid

growth in activity with more than 3,600

registered users now signed up.

During lockdown, another key concern for

the industry was the upcoming two-year

old bull sales. With uncertainty about the

ability to host these sales on-farm due to

social distancing requirements, the PGW

Genetics team looked to bidr®. While

numerous smaller studs moved their sales

to fully online auctions, a solution was

needed for large-scale breeders. bidr®

and the Genetics Team co-designed

a hybrid auction format to provide a

fully integrated solution whereby an

auctioneer calls the auction on-farm and

buyers are able to bid on-farm or online

via bidr®. The addition of audio and video

livestreaming added a crucial dimension

allowing remote participation for users.

Livestreaming of on-farm auctions was

on bidr®’s development roadmap but

COVID-19 was a catalyst for its early

implementation. bidr® prioritised the

hybrid option and delivered quickly

to meet the need. Overall, bidr®

livestreamed 31 hybrid bull sales, each

with hundreds of viewers and a total of

more than 620 registered online buyers.

Te Mania Angus in North Canterbury are

industry leaders and conduct the largest

two-year old bull sale of its kind in New

Zealand. As innovators they readily took

the opportunity to use bidr®’s platform

to promote their business using the

hybrid livestream auction option in mid-

June 2020, with 131 lots sold, averaging

$10,056. bidr® activity at the sale was

strong with several purchases and bids in

excess of $40,000 being placed online.

Te Mania Stock Manager, Will Wilding said,

“the bidr® team provided us with excellent

service at every step of our sale process.

The website gave us the platform to

reach a wider audience, the video of the

bulls looked great, and on sale day bidr®

activity was strong and added value to

the Te Mania brand. We look forward to

using the bidr® team’s expertise in future.”

PGW Livestock General Manager, Peter

Moore said, “bidr® is supported by a

highly committed and qualifi ed team of

industry specialists who are dedicated

to delivering results. The team pride

themselves on their professionalism,

integrity, and being an approachable

partner to provide famers and agents

with better business solutions, while

delivering the best customer experience.

Their diverse backgrounds include dairy,

genetics, agribusiness, livestock and

provide a holistic view to delivering an

online business.”

Saleyards and on-farm sales are

synonymous with New Zealand farming

culture and have been so for more than

100 years. They will always be a large

part of many farmers and agents’ way

of buying and selling, allowing farmers

the opportunity to view stock in person

and the chance to socialise. However,

the benefi ts of bidr® are increasingly

being recognised by the industry and

the market has welcomed this innovative

off ering. The team is passionate about

the future of rural New Zealand and the

increasing role bidr® will play.

For further information please visit

www.bidr.co.nz or call 0800 TO BIDR

(0800 86 2437).

PGW launched bidr® its innovative online, real time, auction

platform, at Fieldays in June 2019. bidr® was designed to provide

the livestock industry with a practical new option for buying and

selling livestock online and, ultimately, all things rural.

ANNUAL REPORT 2020 | 2726 | PGG WRIGHTSON LIMITED
FOR THE IHC CALF

& RURAL SCHEME

SINCE LAUNCH

RAISING MORE THAN

$38m

128

RAISED FOR NEW ZEALAND RURAL COMMUNITIES,

CHARITIES AND SCHOOLS THROUGH CASH FOR

COMMUNITIES SINCE LAUNCH

Over $550k

IHC provided photograph

of Gabrielle who enjoys

growing up on a dairy farm

near Reefton on the West

Coast of the South Island.

PGG Wrightson

in the community

We appreciate the importance of making a positive and

meaningful contribution to the communities in which we

operate. We are proud to support and provide a wide range

of sponsorships within our rural communities throughout

the country. From A&P Shows to community organisations,

we are doing our part in ‘Helping grow the country’.

For more than 165 years our people have been key

members of the rural communities in which they live and

work alongside their customers. As a result, we have been

part of, and we have supported, rural communities for

multiple generations.

Cash for Communities

Having successfully fi nished its tenth season, the Cash for

Communities programme, partnered by PGW and Ballance

Agri-Nutrients, continues to provide fi nancial support to rural

communities throughout New Zealand and has raised over

$550,000 since 2011.

This year the Cash for Communities programme focused on

organisations active in supporting and promoting the health

and wellbeing of those living in rural New Zealand, including

the Cancer Society, the Rural Support Trust, and St John. This

focus produced a winning result with 830 farmers taking part

in the programme, raising $43,654 for these organisations and

schools, clubs, and charities nationwide.

The positive impact of the Cash for Communities programme

is felt throughout New Zealand’s rural communities. In Mid

Canterbury, the Kirwee Volunteer Fire Brigade was recently

presented with $3,742 raised through local community support.

As Stuart Jones, Chief Fire Offi cer at the Kirwee Volunteer

Fire Brigade explains, “it gives us the tools to provide a better

service to the community when they need us. It’s all for the

community.”

One way this programme is unique is that farmers nominate the

organisation or charity they would like to receive their donation,

with $1 for every tonne of participating Ballance Agri-Nutrients

fertiliser purchased on their PGG Wrightson or Fruitfed Supplies

account during the campaign period being donated.

For further information on the Cash for Communities

programme, visit www.cashforcommunities.co.nz.

Cancer Society

Everyday over 60 New Zealanders are diagnosed with cancer

and the Cancer Society supports those people and their

whanau who are impacted by cancer. The Cancer Society has

staff available to help those in rural communities by off ering

practical support and care.

The Society also funds vital research, runs free SunSmart

health promotion programmes for schools, and provides

accommodation facilities across the country. This is especially

benefi cial to people in rural communities as they often need to

travel some distance to receive treatment.

In addition to supporting the Society through the Cash for

Communities programme, a further $10,000 donation was

made to the Society through our association with FleetPartners,

the provider of all our leased vehicles.

IHC Calf & Rural Scheme

PGW Livestock’s enduring 35-year relationship with the IHC

is one of the longest running charitable partnerships in rural

New Zealand. The IHC Calf & Rural Scheme, which is run in

conjunction with our farming customers, raises signifi cant

funds to help the IHC charity provide support to people

with intellectual disabilities and their families within the rural

community. As of the 2020 fi nancial year the Scheme has raised

more than $38 million since launch.

The format of the Scheme for the past two years has diff ered

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 PGW Livestock, made the necessary

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 being received in

FY2019 compared with previous years. Despite the challenges

faced due to M. bovis and saleyards being closed over the

COVID-19 lockdown, almost $900,000 was donated by farmers

to the IHC this fi nancial year.

Greg Millar, National Manager Fundraising, thanked PGW

Livestock and the Scheme’s dairy farmer supporters. Mr Millar

noted “the support PGG Wrightson has provided the IHC by

standing together with dairy farmers around New Zealand is

much more than fi nancial, it extends to advice, expertise, and

linkages. The IHC Calf & Rural Scheme is all about changing lives

in rural New Zealand; collectively dairy farmers around New

Zealand make a real impact on some of the most vulnerable

people and their families in rural New Zealand.”

In addition to our support of IHC, the PGW Livestock business

supports sheep and beef associations, along with several

livestock competitions across New Zealand.

SUPPORTING THE CANCER SOCIETY

THROUGH CASH FOR COMMUNITIES

AND IN ASSOCIATION WITH OUR

FLEET VEHICLE PROVIDER

$

ANNUAL REPORT 2020 | 2928 | PGG WRIGHTSON LIMITED
PGG WRIGHTSON

WOOL NATIONAL

SHEARING CIRCUIT

FOR 18+ YEARS

SUPPORTING

MĀORI EXCELLENCE

IN FARMING WITH

THE AHUWHENUA

TROPHY

YOUNG HORTICULTURIST

YOUNG VITICULTURIST

YOUNG GROWER

PGG WRIGHTSON IN

THE COMMUNITY

CONTINUED

Open Country Dairy

This fi nancial year saw the introduction of a joint initiative with

Open Country Dairy. PGW Livestock donated a portion of the

commission generated from all livestock sold through PGW for

Open Country Dairy suppliers to their respective regional Rescue

Helicopters service.

Supporting the Horticulture Sector

Fruitfed Supplies has a long association and partnership with the

horticultural industry by encouraging excellence, achievement,

and supporting the capabilities of our emerging leaders through

co-sponsoring competitions.

The Young Grower of the Year competition selects from the fi nest

fruit and vegetable growers in the country. The focus of the

competition is to give recognition to young people working in

the industry to develop their skills and foster leadership.

The Young Viticulturist of the Year provides young viticulturists

with the opportunity to upskill, grow in confi dence, widen their

network, and raise their profi le within the industry.

The Young Grower of the Year and the Young Viticulturist of the

Year progress to compete in the Young Horticulturist of the

Year competition. The aim of Young Horticulturist of the Year

competition is to encourage young people in horticulture to

further develop their skills and knowledge and to increase the

opportunities for long term careers in the industry.

This year saw the launch of the Fruitfed Supplies Horticulture

Scholarship through Massey University. The intention of

this academic scholarship is to help promote excellence in

horticulture by supporting future leaders in the industry.

Supporting Industry Events, A&P Shows, Regional Field

Days and Rural Communities

National Shearing Circuit

PGW 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 shearing.

The competition is made up of heats held across New Zealand

between September and March, with the fi nal held at the Golden

Shears in Masterton in March each year.

The PGG Wrightson Wool National Shearing Circuit overall winner

this year was Angus Moore from Seddon, Marlborough.

A&P Shows, Regional Field Days and Fieldays NZ

PGW is proud to be involved with numerous Agricultural and

Pastoral shows (A&P) and fi eld 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.

Unfortunately, due to COVID-19, the staging of New Zealand’s

two largest agricultural shows, Fieldays at Mystery Creek and the

New Zealand Agricultural Show in Christchurch were cancelled in

2020 and we look forward to their return in the near future.

Supporting Excellence in Māori Farming

The Ahuwhenua Trophy, Te Puni Kōkiri Excellence in Māori

Farming and Horticulture Award, acknowledges and celebrates

business excellence in New Zealand’s agricultural sector. The

trophy has historically alternated between sheep and beef, and

dairy each year. With the addition of horticulture this year the

trophy will now be competed for by each sector on a three-year

rotational basis.

The 2020 awards were moved from May 2020 to November

2020 due to COVID-19 restrictions. The three fi nalists are The

Hineora Orchard / Te Kaha 15B Ahu Whenua Trust of Te Kaha,

Otama Marere (Paengaroa North A5) Block of Te Puke, and Ngai

Tukairangi Trust of Matapihi.

Industry Associations

As well as PGW sponsoring numerous national breeder

associations, PGW employees are respected members of many

of these associations, providing expert knowledge, advice, and

support to help grow these vital organisations.

Community Events

In addition to supporting corporate events at a national level,

PGW supports many grassroot community organisations across

New Zealand. The aim of our sponsorship involvement is to

support rural activities which promote excellence in farming and

ultimately help grow the country. Our preference is to sponsor

through an in-kind contribution such as the use of PGW vouchers,

marquee supply or the provision of people to help (e.g. judges).

PGW supports a large number of local A&P Shows, rural schools,

community groups, sports teams, golf clubs, dog trials, Lions

clubs, quiz evenings, and school pet and show days.

Dr Tom’s Walk the Talk Wellness Tour – With PGG Wrightson

We continue to support and promote Dr Tom Mulholland who

visits the regions doing health checks at agricultural events and

in stores which has been benefi cial for our teams, our customers,

and our communities. Dr Tom discusses the importance of

‘knowing your numbers’ when it comes to your health and

wellbeing and supporting farmers and growers in improving

theirs.

The Walk to Wellness Tour

The Walk for Wellness tour was organised by our Southern Team

and was a highlight in the southern region. The aim was to walk

the 457kms between all ten Southland stores and two Otago

stores, over a period of nine days at the end of January 2020. To

achieve this, approval was granted from fi ve local councils and

Transit New Zealand, and a stringent traffi c management plan

was implemented.

The more than 120 participants included the Rural Supplies team,

their families, staff from other business units, members of the

Christchurch corporate team, and customers who all battled heat,

wind and lots of rain! Dr Tom and his team were involved, both

walking and testing along the way.

Stephen Guerin, our CEO, joined the walkers for the last 5kms

en route to the Southern Field Days where the tour concluded.

PGW staff participate in Walk to Wellness

between all our Southland stores in

January 2020. Pilot vehicles in front and

behind walkers provided a safe walking

environment.

ANNUAL REPORT 2020 | 3130 | PGG WRIGHTSON LIMITED
TONNES OF PLASTIC

FROM FARMERS AND

GROWERS ANNUALLY

ASSISTING AGRECOVERY

BY COLLECTING OVER

500

OUR CERTIFIED

HANDLER POLICIES

FOR MANAGEMENT OF

HAZARDOUS CHEMICALS

Enhancing

PGG Wrightson’s purpose is ‘Helping grow the country’.

We are committed to protecting our natural environment

for future generations. This means balancing issues of

environmental, social, cultural, and economic sustainability

to make a valuable contribution to the future of our

country, our shareholders, our people, our communities, our

customers, and the rural business sectors we operate in.

Environmental, Social and

Governance Reporting

PGW has been part of rural New Zealand for more than 165

years and we take pride in our stewardship role alongside our

customers and stakeholders. Together we seek to ensure the

farming sector continues to prosper in a sustainable manner for

generations to come.

As an organisation, we are aware of the changing focus of

farming and the increasing pressure on the sector to operate in

an environmentally sustainable manner. Many of our activities

are designed to support more sustainable farming practices.

PGW’s overall strategy and framework for environmental and

social reporting is evolving and we have a range of initiatives to

assist in achieving that purpose.

Some of our initiatives across the three key areas of reporting

include:

Environmental

Of growing importance is the need to further understand and

evaluate PGW’s impact on the environment whilst ensuring we

maintain regulatory compliance wherever we operate. With

that in mind PGW’s Health, Safety and Environment Committee

(HSEC) approved our Environment Policy in October 2019,

following the addition of environmental management to the

scope of the HSEC Charter. The principal focus of the policy

is to manage environmental compliance and operational

risks, and to formalise PGW’s commitment to continuous

improvement of our practices and environmental impacts.

As an initial focus towards implementing our Environment

Policy, an Environment Compliance Management

Framework (ECMF) was established and a working group

was formed with representation from business operations,

technical teams, and project management by Group Safety,

Wellbeing and Environment. The working group’s focus is

to utilise the ECMF to develop a management system that

supports PGW’s business activities and ensure consistent

use and application across the business.

The working group has systematically identifi ed PGW’s

environmental compliance obligations and their

implications as they relate to our activities, services, and

potential impacts on the environment.

The next milestone for the ECMF working group will be to

complete a risk review of the environmental aspects and

impacts of all PGW operations.

The Retail & Water business has identifi ed Environmental

Management as a key strategic initiative for their business.

Last year numerous environmental and sustainability

projects came to fruition. These include:

• reviewing and preparing a submission on the Action

for Healthy Waterways package which introduces new

rules and regulations for New Zealand’s freshwater.

• informing farmers and growers of potential third party

grant assistance to help adopt specifi c environmentally

sustainable farming measures.

• undertaking a leading role regarding animal welfare in

winter cropping systems, with a senior member of the

Technical Team sitting on the Government led Winter

Grazing Action Group.

• senior members of the Technical Team advising industry

groups about the future sustainability of agrichemical

use in horticultural crops.

• working with multinational supplier companies to

develop and commercialise sustainability initiatives in

New Zealand.

Our Technical Team has a number of research programmes

underway in any given year to bring to the market fertiliser

and agrichemicals that off er sustainability benefi ts.

We enhanced our Chemical Handler practices for managing

hazardous chemicals by establishing key role responsibilities

and training requirements for confi rming our team

members have current Certifi ed Handler competency.

New PGW Group head

offi ce in the Christchurch

International Airport

campus.

PGW'S

ENVIRONMENT POLICY

WAS APPROVED IN

OCTOBER 2019

ANNUAL REPORT 2020 | 3332 | PGG WRIGHTSON LIMITED
ENVIRONMENTAL, SOCIAL AND

GOVERNANCE REPORTING

CONTINUED

We continue to work with suppliers of products to ensure

as many products as possible are sold in packages and

containers that can either be recycled or reused.

We provide ongoing support to the Agrecovery recycling

programme which helps our customers clear more waste.

This includes logistical support and we have Agrecovery

containers at some of our sites and we also work with

customers to ensure used containers are returned.

This product stewardship programme collects and

recycles more than 500 tonnes of plastic from farmers and

growers annually.

With compliance and product security becoming

increasingly important, the Retail & Water business has

commenced a recruitment process for a Quality Assurance

Coordinator role.

We continue to review and implement improved animal

welfare methods in our Livestock business, including

working closely with the Ministry for Primary Industries

and OSPRI to help develop industry policy, regulation, and

ensure compliance.

PGW Livestock continues to review saleyard effi ciency

and utilisation with an emphasis on improving the

management of effl uent. An external party has been

engaged to undertake further environmental audits of

the saleyards following a trial audit of Stratford in February

2020. The environmental audit will provide PGW Livestock

with an independent review recommending actions for

improvement.

bidr®, our online livestock trading platform, which was

launched in July 2019 reduces stress on animals and

farming’s environmental footprint by keeping livestock

on-farm until it is known where they need to go. Given

animals are transported directly between farms there is less

stock movement, resulting in increased effi ciencies and also

improved biosecurity benefi ts (see pages 24–25).

During November 2019 PGW’s corporate offi ce moved to

a new building in the Christchurch International Airport

campus. Benefi ts of the new building include double

glazing, motion sensor LED lights, an ecofl ow toilet system

which uses less water, and a heat exchanger on the

ventilation system has been used on the roof to capture

the energy in the air being expelled from the building.

Several electric vehicle chargers have been installed in the

car park, as electric vehicles have been introduced into our

pool car fl eet.

As part of our commitment to managing our environmental

impact at our corporate offi ce we are working with our

landlord to manage stormwater and protect the quality of

the receiving groundwater.

We progressed with our plans to continually improve our

retail store network though employing more energy effi cient

technologies, such as upgrading to LED lights to reduce

electricity consumption and our overall energy footprint.

We encourage our customers to receive statements and

invoices by email and for employees to reduce printing

internally.

Social

Safety and wellbeing are a key focus of our Board, our

executive team, and our people, with a number of new

initiatives implemented as outlined on pages 7– 8.

PGW has numerous human resources policies which

reference New Zealand employment 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 numerous community and sponsorship

arrangements, including a focus on community health

through our sponsorship of the Dr Tom's Walk the Talk

Wellness tour and associated events (see pages 26 –29).

In supply chain management, our contracts with suppliers

stipulate upon compliance with specifi ed social standards,

including for example, working conditions, ethical behaviour,

antibribery and a prohibition on child labour.

Governance

PGW applies good governance and risk management

procedures as outlined in the Governance section of this

annual report (see pages 84 –100).

$

CONSOLIDATED

FINANCIAL

STATEMENTS

FOR THE YEAR ENDED

30 JUNE 2020

KEY

FINANCIAL

DISCLOSURES

Harvest time at Creeside Farm

near Methven in Canterbury in

February 2020.

KEY FINANCIAL DISCLOSURES
PGG WRIGHTSON LIMITED

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

For the year ended 30 June 2020

ANNUAL REPORT 2020 | 3534 | PGG WRIGHTSON LIMITED

PGG WRIGHTSON LIMITED

DIRECTORS’ RESPONSIBILITY STATEMENT

FOR THE YEAR ENDED 30 JUNE 2020

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

financial position of the Group as at 30 June 2020 and the financial performance and cash flows for the year ended on

that date.

The Directors consider that the consolidated 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 consolidated financial statements

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

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

controlled entities (together the “Group”) set out on pages 35 to 79 for the year ended 30 June 2020.

The consolidated financial statements contained on pages 35 to 79 have been authorised for issue on 17 August 2020.

For and on behalf of the Board.

Rodger Finlay David Cushing

Chairman Director and Audit Committee Chairman

2020* 2019**

NOTE $000 $000

Continuing operations

Operating revenue 1 788,036 798,834

Cost of sales 2 (583,855) (579,280)

Gross profit 204,181 219,554


Other income 292 241

Employee expenses 6 (113,964) (123,137)

Other operating expenses 3 (45,327) (71,721)

Equity accounted earnings/(losses) of investees 8 (40)

Operating EBITDA 27(D) 45,190 24,897


Non–operating gains/(losses) 132 (2,170)

Impairment and fair value gains/(losses) 4 (807) (3,187)

Depreciation and amortisation expense (29,464) (9,333)

EBIT 27(D) 15,051 10,207


Net interest and finance costs 5 (5,032) (6,067)

Profit from continuing operations before income tax 10,019 4,140


Income tax benefit/(expense) 7 (2,886) 370

Profit from continuing operations, net of income tax 7,133 4,510


Discontinued operations

Results from discontinued operations, net of income tax (371) (6,985)

Gain on sale of discontinued operations, net of income tax 1,078 134,281

Profit/(loss) from discontinued operations, net of income tax 707 127,296

Net profit after tax

7,840 131,806

Profit attributable to:

Shareholders of the Company 7,840 131,123

Non-controlling interest – 683

Net profit after tax

7,840 131,806

Basic & diluted earnings per share (EPS)

2020 2019

$ $

Basic & diluted EPS on issued ordinary shares at the end of the period 8, 27(D) 0.104 0.174

Basic & diluted EPS on issued ordinary shares at the end of the period – continuing operations 8, 27(D) 0.094 0.006

Basic & diluted EPS on a weighted average basis 8 0.050 0.174

Basic & diluted EPS on a weighted average basis – continuing operations 8 0.045 0.006

* The Group adopted NZ IFRS 16 Leases from 1 July 2019 using the modified retrospective approach. Under this approach, the 2020

reporting period includes NZ IFRS 16 adjustments; however, the comparative period excludes such adjustments. Excluding NZ IFRS 16, the

Operating EBITDA and NPAT for the June 2020 period were $23.4 million and $9.8 million, respectively. Refer to page 37 for the impact of

the standard on the June 2020 profit or loss.

** The 2019 comparatives have been restated to present the Standardbred business as a discontinued operation and reclassifications. Refer to Note 26

Basis of Preparation.

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

KEY FINANCIAL DISCLOSURES
36 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 37

PGG WRIGHTSON LIMITED

CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME

For the year ended 30 June 2020

2020 2019

NOTE $000 $000

Net profit after tax 7,840 131,806

Other comprehensive income/(loss):

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 18 (3,942) (6,101)

Deferred tax on remeasurements of defined benefit liability 7 1,104 703

(2,838) (5,377)

Items that are or may be reclassified to profit or loss

Foreign currency translation differences for foreign operations – (884)

– (884)

Other comprehensive income/(loss) for continuing operations (2,838) (6,261)

Discontinued operations

Items that will never be reclassified to profit or loss

Changes in asset revaluation reserve – 403

Other comprehensive income/(loss) for discontinued operations – 403

Total other comprehensive income/(loss) for the period (2,838) (5,858)

Total comprehensive income for the period 5,002 125,948


Total comprehensive income/(loss) attributable to:

Shareholders of the Company 5,002 125,282

Non-controlling interest – 666

Total comprehensive income for the period 5,002 125,948

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

PGG WRIGHTSON LIMITED

IMPACT OF NZ IFRS 16 LEASES

For the year ended 30 June 2020

On 1 July 2019, the Group adopted NZ IFRS 16 Leases using the modified retrospective approach. The Group recognised right-of-use assets

($109.17 million) and a corresponding amount of lease liabilities ($106.63 million) and make good provisions ($2.54 million) as at 1 July 2019. The

transition to NZ IFRS 16 did not have an impact on retained earnings as at that date.

Under the modified retrospective approach, comparative information is not restated and continues to be reported under NZ IAS 17. Refer to Note

15 Right-of-Use Assets and Lease Liabilities for the change in accounting policy in respect of leases.

The impact of NZ IFRS 16 on the consolidated financial statements for the year ended 30 June 2020 is significant. The following tables show the

impact on the consolidated statement of profit or loss, consolidated statement of financial position and consolidated statement of cash flows.

These tables are intended to provide comparability to the prior year results.

A. Impact on the consolidated statement of profit or loss

2020

2020 EXCLUDING

INCLUDING NZ IFRS 16 NZ IFRS 16

NZ IFRS 16 IMPACT (NON-GAAP) 2019

$000 $000 $000 $000

Continuing operations

Operating revenue 788,036 – 788,036 798,834

Cost of sales (583,855) – (583,855) (579,280)

Gross profit 204,181 – 204,181 219,554

Other income 292 – 292 241

Employee expenses (113,964) – (113,964) (123,137)

Other operating expenses (45,327) (21,744) (67,071) (71,721)

Equity accounted earnings/(losses) of investees 8 – 8 (40)

Operating EBITDA 45,190 (21,744) 23,446 24,897

Non-operating gains/(losses) 132 (853) (721) (2,170)

Impairment and fair value gains/(losses) (807) 852 45 (3,187)

Depreciation and amortisation expense (29,464) 20,265 (9,199) (9,333)

EBIT 15,051 (1,480) 13,571 10,207

Net interest and finance income/(expense) (5,032) 4,183 (849) (6,067)

Profit/(loss) from continuing operations before income tax 10,019 2,703 12,722 4,140

Income tax benefit/(expense) (2,886) (756) (3,642) 370

Profit/(loss) from continuing operations, net of income tax 7,133 1,947 9,080 4,510

Discontinued operations

Profit/(loss) from discontinued operations, net of income tax 707 1 708 127,296

Net profit after tax 7,840 1,948 9,788 131,806

KEY FINANCIAL DISCLOSURES
38 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 39

B. Impact on the consolidated statement of financial position

2020

2020 EXCLUDING

INCLUDING NZ IFRS 16 NZ IFRS 16

NZ IFRS 16 IMPACT (NON-GAAP) 2019

$000 $000 $000 $000

Total current assets 280,212 – 280,212 495,292

Total non-current assets 179,241 (105,382) 73,859 70,262

Total assets 459,453 (105,382) 354,071 565,554

Total current liabilities 179,669 (16,049) 163,620 159,714

Total non-current liabilities 123,083 (91,281) 31,801 7,576

Total liabilities 302,751 (107,330) 195,421 167,290

Total equity as at 30 June 2020 156,702 1,948 158,650 398,264

C. Impact on the consolidated statement of cash flows

2020

2020 EXCLUDING

INCLUDING NZ IFRS 16 NZ IFRS 16

NZ IFRS 16 IMPACT (NON-GAAP) 2019

$000 $000 $000 $000

Net cash inflow/(outflow) from operating activities 34,227 (17,586) 16,641 (49,001)

Net cash inflow/(outflow) from investing activities (11,020) – (11,020) 379,280

Net cash inflow/(outflow) from financing activities (216,830) 17,586 (199,244) (130,714)

Total cash inflow/(outflow) (193,623) – (193,623) 199,565

PGG WRIGHTSON LIMITED

IMPACT OF NZ IFRS 16 LEASES CONTINUED

For the year ended 30 June 2020

PGG WRIGHTSON LIMITED

SEGMENT REPORT

For the year ended / as at 30 June 2020

A. Operating segments

The Group has two primary operating segments, Agency and Retail

& Water, which are the Group’s strategic divisions. These operating

segments 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. 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: This segment derives its revenue primarily from

commissions in respect of rural Livestock, Wool, Insurance, Real

Estate and Finance transactions. This segment also derives revenue

from wool and velvet product sales, and interest revenue from its

Go receivables (refer to Note 12 Go Livestock Receivables for further

explanation regarding this programme).

– Retail & Water: This segment includes Rural Supplies and Fruitfed

Supplies retail operations, PGG Wrightson Water, PGW Consulting,

Agritrade, ancillary sales support and supply chain functions. This

segment derives its revenue primarily from the sale of goods as

well as the design, installation and servicing of irrigation solutions.

– Other: Other relates to certain Group Corporate activities

including Governance, Finance, Treasury, Risk and Assurance, HR,

IT, Marketing and other support services (including corporate

property services) and includes consolidation/elimination

adjustments. The Marketing function derives sales revenue from its

rewards and on-charging programmes.

– Discontinued operations: Relates to PGG Wrightson Seeds

Holdings Limited together with its subsidiaries and investments

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

which was sold in May 2019; and PGW Rural Capital Limited

(PGWRC) which was established in 2012 to hold and recover

certain excluded loans related to the sale of the Group’s finance

subsidiary, PGG Wrightson Finance Limited. Also includes the

Standardbred business (previously included within Agency) which

was closed in January 2020.

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. Similarly,

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.

Corporate costs allocation

The Group allocates certain corporate costs to an operating segment

where they can be directly attributed to that segment or using the

following methods:

– IT hardware, support, licence and other costs are allocated 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 to the operating segment to which overdue accounts

relate.

Other costs such as non-operating gains/losses, impairment and fair

value gains/losses, net interest and finance costs, income tax expense

and the results of discontinued operations are not fully allocated by the

Group across the operating segments. The Group Governance, Finance,

Treasury, Risk and Assurance and HR continue to be reported outside of

the operating segments.

B. Geographical segment

The Group operates within New Zealand only and its revenue is derived

primarily from New Zealand.

KEY FINANCIAL DISCLOSURES
40 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 41

C. Operating Segment Information

AGENCY RETAIL & WATER OTHER DISCONTINUED OPERATIONS TOTAL

2020* 2019** 2020* 2019** 2020* 2019** 2020* 2019** 2020* 2019**

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

Sales revenue 72,154 84,171 604,409 577,899 2,816 4,962 – – 679,379 667,032

Commission revenue 88,770 105,142 97 80 112 133 – – 88,979 105,355

Construction contract revenue – – 13,640 20,985 – – – – 13,640 20,985

Interest revenue on Go livestock receivables 4,258 3,900 – – – – – – 4,258 3,900

Debtor interest charges 659 629 962 781 159 152 – – 1,780 1,562

Total external operating revenues 165,841 193,842 619,108 599,745 3,087 5,247 – – 788,036 798,834


Operating EBITDA 15,706 15,865 34,729 19,296 (5,245) (10,264) – – 45,190 24,897

Non-operating gains/(losses) 78 96 31 1,318 23 (3,584) – – 132 (2,170)

Impairment and fair value gains/(losses) 243 (2,286) (1,425) – 375 (901) – – (807) (3,187)

Depreciation and amortisation expense (8,907) (1,682) (16,388) (4,922) (4,169) (2,729) – – (29,464) (9,333)

EBIT 7,120 11,993 16,947 15,692 (9,016) (17,478) – – 15,051 10,207

Net interest and finance costs (1,672) 1,460 (3,062) (357) (298) (7,170) – – (5,032) (6,067)

Profit/(loss) from continuing operations before income tax 5,448 13,453 13,885 15,335 (9,314) (24,648) – – 10,019 4,140

Income tax benefit/(expense) (1,686) (3,323) (3,707) (3,860) 2,507 7,553 – – (2,886) 370

Profit/(loss) from continuing operations, net of income tax 3,762 10,130 10,178 11,475 (6,807) (17,095) – – 7,133 4,510

Profit/(loss) from discontinued operations, net of income tax – – – – – – 707 127,296 707 127,296

Net profit/(loss) after tax 3,762 10,130 10,178 11,475 (6,807) (17,095) 707 127,296 7,840 131,806


Segment assets 184,714 168,661 241,827 154,299 32,872 239,066 – 1,202 459,413 563,228

Assets held for sale – – 40 218 – 2,108 – – 40 2,326

Total segment assets 184,714 168,661 241,867 154,517 32,872 241,174 – 1,202 459,453 565,554

Total segment liabilities (87,481) (81,876) (145,907) (66,373) (69,345) (19,041) (18) – (302,751) (167,290)

Capital expenditure 5,571 2,857 14,807 5,064 8,639 2,736 – 7,251 29,017 17,908

D. Impact of NZ IFRS 16

AGENCY RETAIL & WATER OTHER DISCONTINUED OPERATIONS TOTAL

2020* 2019** 2020* 2019** 2020* 2019** 2020* 2019** 2020* 2019**

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

Operating EBITDA including NZ IFRS 16 15,706 15,865 34,729 19,296 (5,245) (10,264) – – 45,190 24,897

Less NZ IFRS16 adjustments:

Other operating expenses 7,300 – 12,773 – 1,671 – – – 21,744 –

Operating EBITDA excluding NZ IFRS 16 8,406 15,865 21,956 19,296 (6,916) (10,264) – – 23,446 24,897


NZ IFRS 16 impact on the consolidated statement of financial position

Segment assets 25,111 – 71,230 – 9,041 – – – 105,382 –

Segment liabilities (25,565) – (72,322) – (9,443) – – – (107,330) –

Capital expenditure 4,175 – 7,835 – 5,132 – – – 17,142 –

* The Group adopted NZ IFRS 16 Leases from 1 July 2019 using the modified retrospective approach. The 2020 reporting period includes NZ IFRS 16

adjustments; however, the comparative period excludes such adjustments.

** The comparative period has been restated to reflect the transfer of Marketing, IT and HR functions, which were previously included within Agency and

Retail & Water segments, to Group Corporate during the period. The comparative period has also been restated to reflect the reclassification of the

Standardbred division, which was previously included within Agency, to Discontinued Operations during the period.

PGG WRIGHTSON LIMITED

SEGMENT REPORT CONTINUED

For the year ended / as at 30 June 2020

KEY FINANCIAL DISCLOSURES
42 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 43

PGG WRIGHTSON LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 30 June 2020

2020 2019

NOTE $000 $000

Cash flows from operating activities

Cash was provided from:

Receipts from customers 809,733 1,216,387

Dividends received 17 2

Interest received 6,622 6,399

816,372 1,222,788

Cash was applied to:

Payments to suppliers and employees (772,069) (1,238,239)

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

Interest paid (923) (8,322)

Interest paid on lease liabilities (4,185) –

Income tax paid (4,968) (14,954)

(782,145) (1,271,789)

Net cash inflow/(outflow) from operating activities 34,227 (49,001)

Cash flows from investing activities

Cash was provided from:

Proceeds from sale of property, plant and equipment and assets held for sale 855 624

Cash acquired on purchase of investments – 1,523

Proceeds from sale of investments – 425,851

855 427,998

Cash was applied to:

Purchase of property, plant and equipment (5,419) (11,571)

Purchase of intangibles (6,456) (4,934)

Investment sale costs – (6,799)

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

(11,875) (48,718)

Net cash inflow/(outflow) from investing activities (11,020) 379,280

Cash flows from financing activities

Cash was provided from:

Increase in external borrowings and bank overdraft 47,320 –

47,320 –

Cash was applied to:

Share repurchase and cancellation (234,000) (6)

Dividends paid to shareholders (12,564) (15,267)

Dividends paid to minority interests – (1,189)

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

Repayment of principal portion of lease liabilities (17,586) –

(264,150) (130,714)

Net cash inflow/(outflow) from financing activities (216,830) (130,714)

Net increase/(decrease) in cash held (193,623) 199,565

Opening cash 210,491 10,926

Cash and cash equivalents 9 16,868 210,491

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

PGG WRIGHTSON LIMITED

RECONCILIATION OF PROFIT AFTER TAX

WITH NET CASH FLOW FROM OPERATING ACTIVITIES

For the year ended 30 June 2020

2020 2019

$000 $000

Net profit after tax 7,840 131,806

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

Depreciation and amortisation 29,503 13,891

Impairment and fair value losses 807 4,079

Bad debts written off (net) 489 2,519

Loss/(profit) on sale of assets/investments (1,259) (134,218)

Loss/(profit) from equity accounted investees (8) 6,412

Foreign exchange loss/(gain) 135 (5,879)

Deferred tax expense/(benefit) 788 2,111

Defined benefit expense/(gain) 13 (817)

Pension contributions not expensed through profit or loss – (10,274)

Other non-cash/non-operating items (302) (2,357)

38,006 7,273

Add/(deduct) movement in working capital items:

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

Change in inventories (1,110) 176,575

Change in accounts receivable and prepayments 22,825 85,936

Change in trade creditors, provisions and accruals (22,222) (112,759)

Change in income tax payable/receivable (3,661) (4,997)

Change in other current assets/liabilities 389 (1,653)

(3,779) (56,274)

Net cash flow from operating activities 34,227 (49,001)

Cash Flows Accounting Policies

In the statement of cash flows, cash receipts and payments on behalf of customers which reflect the activities of the customer rather than

those of the Group are reported on a net basis.

KEY FINANCIAL DISCLOSURES
ANNUAL REPORT 2020 | 4544 | PGG WRIGHTSON LIMITED

PGG WRIGHTSON LIMITED

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2020

2020 2019

NOTE $000 $000

ASSETS

Current

Cash and cash equivalents 9 16,868 210,491

Short-term derivative assets 10 707 614

Trade and other receivables 11 122,946 145,881

Go livestock receivables 12 48,111 47,754

Income tax receivable 2,369 –

Inventories 13 87,111 85,969

Intangible assets 14 2,056 2,222

Assets classified as held for sale 40 2,326

Other current assets 4 35

Total current assets 280,212 495,292

Non-current

Long-term derivative assets 10 235 387

Deferred tax asset 7 10,292 9,976

Investments in equity accounted investees 79 71

Other investments 471 470

Intangible assets 14 17,180 14,644

Right-of-use assets 15 104,625 –

Property, plant and equipment 16 46,330 44,702

Other non-current assets 29 12

Total non-current assets 179,241 70,262

Total assets

459,453 565,554

LIABILITIES

Current

Debt due within one year 9 30,000 2,680

Short-term derivative liabilities 10 562 280

Accounts payable and accruals 17 132,601 155,903

Short-term lease liabilities 15 16,506 –

Income tax payable – 851

Total current liabilities 179,669 159,714

Non-current

Long-term debt 9 20,000 –

Long-term derivative liabilities 10 45 62

Long-term lease liabilities 15 90,398 –

Long-term provisions 17 2,802 1,631

Defined benefit liability 18 9,838 5,883

Total non-current liabilities 123,083 7,576

Total liabilities

302,751 167,290

EQUITY

Share capital 28 372,318 606,318

Reserves 28 7,586 10,424

Retained earnings 28 (223,202) (218,478)

Total equity 156,702 398,264

Total liabilities and equity

459,453 565,554

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

ADDITIONAL

FINANCIAL

DISCLOSURES

INCLUDING NOTES TO

THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED

30 JUNE 2020

$

Hereford cattle at Beaumont Station

near Millers Flat in Central Otago in

July 2020.

46 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 47
PGG WRIGHTSON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 30 June 2020

ADDITIONAL FINANCIAL DISCLOSURES

1 OPERATING REVENUE

2020 2019

$000 $000

Revenue from contracts with customers

Sales revenue 679,379 667,032

Commission revenue 88,979 105,355

Construction contract revenue 13,640 20,985

Other operating revenue

Interest revenue on Go livestock receivables 4,258 3,900

Debtor interest charges 1,780 1,562

788,036 798,834

Income Recognition Accounting Policies

The Group adopted NZ IFRS 15 Revenue from Contracts with Customers from 1 July 2018. 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; for example, retail store sales, and sales of wool

and velvet products. Revenue is measured at the transaction price when control is transferred to which an entity expects to be entitled

in exchange for transferring goods or services to a customer. For sale of goods, the transfer of control occurs when the risks and rewards,

physical possession and the legal title of the goods have been transferred and accepted by the customer and the customer has a present

obligation to make the payment.

Our customers may be entitled to discounts/rebates for certain items and/or volumes purchased, under varying categories. These

discounts/rebates are defined as variable consideration and are included in the transaction price as a component of operating revenue

upon the completion of our performance obligations. These discounts/rebates are contractual in nature and known at balance date,

therefore no assumptions or estimates are required.

The Group offers a range of payment terms, and in some cases can be up to 12 months. The Group 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 generates commissions from acting as an agent for organising the sale of livestock or real estate, and 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 to construct pivots and irrigation systems. Most contracts contain a

single performance obligation. The size and duration of the contracts can vary significantly, and customers are invoiced as work progresses.

Most contracts are completed within 12 months; therefore, the unearned revenue on these contracts has not been disclosed.

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. This method involves judgements relating to

a contract’s expected margin and its stage of completion.

Interest and similar income and expense

The Group recognises the fixed fees charged to customers under its Go programme as interest revenue. Refer to Note 12 Go Livestock

Receivables for further explanation regarding this programme. This interest revenue is recognised over the term of the Go contracts.

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

effective interest method. Refer to the accounting policies under Note 5 Net Interest and Finance Costs for further explanation on

the effective interest method.

2 COST OF SALES

2020 2019

NOTE $000 $000

Depreciation and amortisation 181 182

Employee benefits including commissions 23,953 30,754

Inventories, finished goods, work in progress, raw materials and consumables 13 534,366 534,811

Other 25,355 13,533

583,855 579,280

3 OTHER OPERATING EXPENSES

2020 2019

$000 $000

Audit of annual consolidated financial statements of the Company by KPMG 3(A) 190 290

Regulatory and other assurance services provided by KPMG 11 14

Directors’ fees 611 718

Donations 1 1

Increase/(decrease) in provision for impaired debtors 343 1,305

Net bad debts written off/(recovered) 147 298

IT & telecommunication costs 11,641 9,721

Marketing 3,818 4,037

Motor vehicle costs 5,804 6,575

Travel costs 3,044 4,105

Rental and operating lease costs 279 21,869

Occupancy costs (excluding rental and operating lease) 5,542 5,022

Other staff costs 6,558 7,535

Other expenses 7,338 10,231

45,327 71,721

A. Audit fees

In FY19, the Group paid additional fees of $0.34 million to KPMG which were disclosed separately within the results of discontinued operations.

These additional fees were 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 consolidated financial statements of the subsidiaries and equity accounted investees within the Seed & Grain segment.

4 IMPAIRMENT AND FAIR VALUE GAINS/(LOSSES)

2020 2019

$000 $000

Net impairment reversal/(impairment) – Property, plant and equipment 4(A) 253 (2,260)

Net impairment reversal/(impairment) – Right-of-use assets 4(B) (852) –

Fair value gains/(losses) – Assets held for sale 16(A) (198) (181)

Impairment – Investment in equity accounted investee – (720)

Fair value gains/(losses) – Biological assets (10) (26)

(807) (3,187)

PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2020

ADDITIONAL FINANCIAL DISCLOSURES

4 IMPAIRMENT AND FAIR VALUE GAINS/(LOSSES) (CONTINUED)

A. Saleyards

During the year, the Group reviewed the status of each saleyard as strategic or non-strategic, and tested them for impairment. The Group

recognised impairments of $0.41 million on two saleyards which management no longer considers strategic. The Group also reversed $0.66 million

of previously recognised impairment losses on five saleyards based on updated valuations. The net impairment reversal recognised in the profit or

loss is $0.25 million.

B. Right-of-use assets

The Group reviewed its right-of-use assets for indicators of impairment and has recognised an impairment of $2.25 million in respect of three

leased properties. Most of the impairment relates to the Water business following the Group’s decision to restructure that business. The Group also

recorded an impairment reversal of $1.40 million on a leased property previously treated as an onerous lease, as there is no longer an indication

that site is impaired. The net impairment loss recognised in the profit or loss is $0.85 million.

Impairment Accounting Policies

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.

Non-financial 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 or the cash-generating unit (CGU) to which the asset relates is estimated. A CGU is the smallest identifiable asset group that

generates cash flows that are largely independent from other assets and groups.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the

estimated future cash flows, 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 CGU.

An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are

recognised in profit or loss.

An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have

been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

5 NET INTEREST AND FINANCE COSTS

2020 2019

$000 $000

Interest income 579 771

Interest funding expense

Bank interest on loans and overdrafts (923) (4,928)

Other interest expense – (312)

Bank facility fees (683) (1,885)

(1,606) (7,125)

Net interest on interest rate derivatives – (761)

Fair value gain/(loss) on interest rate derivatives – 535

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

(1,606) (7,650)

Net interest income/(expense) excluding interest on lease liabilities (1,027) (6,879)

Interest on lease liabilities (4,183) –

Foreign exchange income/(expense)

Net gain/(loss) on foreign denominated items 502 (423)

Fair value gain/(loss) on foreign exchange derivatives (324) 1,235

178 812

Net interest and finance income/(expense) (5,032) (6,067)

Interest and Finance Income/Expense Accounting Policies

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.

Fair value change on foreign exchange derivatives

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.

48 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 49

Refer to
Accounting

Policies

– page 52.

Refer to

Accounting

Policies

– page 52.

PGG WRIGHTSON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2020

ADDITIONAL FINANCIAL DISCLOSURES

6 GOVERNMENT GRANT

COVID-19 wage subsidy

On 11 March 2020, the World Health Organisation declared the outbreak of Coronavirus ("COVID-19") a pandemic. The Group's financial

performance for 2020 has been significantly impacted by COVID-19. Whilst the Group's retail stores and warehouse supplies facilities continued

operating as an "essential service" during all of New Zealand's alert levels, the Group's Water, Wool, Real Estate and Livestock saleyard businesses

were closed at alert level 4 and only reopened under alert level 3 following strict protocols.

The Group received $4.11 million under the Government’s COVID-19 wage subsidy scheme which is aimed at supporting employers affected by

the COVID-19 lockdown to continue to employ staff. $3.15 million of this subsidy has been recognised in the profit or loss within the Employee

Expenses line, with the remaining $0.96 million being recognised as deferred income on the balance sheet as at balance date. There are no

unfulfilled conditions or other contingencies attaching to these grants.

The Group did not benefit directly from any other forms of government assistance during the year.

Government Grant Accounting Policies

Government grants are recognised when there is reasonable assurance that the entity will comply with the conditions attaching to them

and the grants will be received. Government grants relating to costs are recognised in profit or loss on a systematic basis over the periods in

which the entity recognises as expenses the related costs for which the grants are intended to compensate.

7 INCOME TAXES

A. Income tax recognised in profit or loss

2020 2019

$000 $000

Current tax benefit/(expense)

Current year (2,201) 1,982

Adjustments for prior years 103 612

(2,098) 2,594

Deferred tax benefit/(expense)

Origination and reversal of temporary differences (973) (2,559)

Adjustments for prior years 185 335

(788) (2,224)

Income tax benefit/(expense) (2,886) 370

Reconciliation

Profit from continuing operations before income tax 10,019 4,140

Income tax using the Company’s domestic tax rate (28%) (2,805) (1,159)

Non-deductible expenditure (792) (625)

Tax exempt income 481 260

Defined benefit scheme contributions – 777

Tax credits 109 170

Over/(under) provided in prior years 288 947

Other (167) –

Income tax benefit/(expense) (2,886) 370

7 INCOME TAXES CONTINUED

B. Income tax recognised directly in equity

2020 2019

$000 $000

Deferred tax on movement of actuarial gains/losses on employee benefit plans 1,104 703

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

Income tax benefit/(expense) recognised directly in equity 1,104 829

C. Recognised deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:

ASSETS ASSETS LIABILITIES LIABILITIES NET NET

2020 2019 2020 2019 2020 2019

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

Property, plant and equipment 616 818 – – 616 818

Intangible assets – – (1,549) (759) (1,549) (759)

Right-of-use assets – – (29,350) – (29,350) –

Lease liabilities 29,987 – – – 29,987 –

Employee benefits 6,361 6,294 – – 6,361 6,294

Provisions 4,227 3,623 – – 4,227 3,623

Deferred tax asset/(liability) 41,191 10,735 (30,899) (759) 10,292 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 2019 (CONTINUING) (DISCONTINUED) INCOME EARNINGS SUBSIDIARIES 30 JUN 2020

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

Property, plant 818 (202) – – – – 616

and equipment

Intangible assets (759) (790) – – – – (1,549)

Right-of-use assets – (29,350) – – – – (29,350)

Lease liabilities – 29,987 – – – – 29,987

Employee benefits 6,294 (1,037) – 1,104 – – 6,361

Provisions 3,623 604 – – – – 4,227

9,976 (788) – 1,104 – – 10,292

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

50 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 51

PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2020

ADDITIONAL FINANCIAL DISCLOSURES

7 INCOME TAXES CONTINUED

D. Unrecognised tax losses and temporary differences

At 30 June 2020, the Group has no unrecognised deferred tax assets relating to tax losses and temporary differences (2019: Nil).

E. Imputation credits

The Group has $8.8 million imputation credits as at 30 June 2020 (2019: $7.1 million).

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

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

the reporting date. Current tax includes any adjustment to tax payable with respect to previous periods. Current tax assets and liabilities are

offset only if certain criteria are met.

Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting

purposes and the amounts used for taxation purposes. 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.

Deferred tax is not recognised for:

– taxable temporary differences arising on the initial recognition of goodwill;

– temporary differences relating to subsidiaries, associates and jointly controlled entities to the extent that the Group is able to control the

timing of the reversal of the temporary differences and it is probable they will not reverse in the foreseeable future;

– temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects

neither accounting nor taxable profit or loss.

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.

Deferred tax assets and liabilities are offset only if certain criteria are met.

8 EARNINGS PER SHARE AND NET TANGIBLE ASSETS

A. Earnings per share (EPS)

The calculation of EPS, as disclosed in the consolidated statement of profit or loss, is based on the following profit figures and number of

authorised shares.

WEIGHTED AVERAGE

ISSUED ORDINARY SHARES NUMBER OF ORDINARY SHARES

2020 2019 2020 2019

000 000 000 000

Issued ordinary shares at 1 July 754,839 754,849 754,839 754,849

Ordinary shares issued due to 2:1 share split 754,839 – 663,845 –

Ordinary shares repurchased and cancelled (754,839) (10) (663,845) (5)

Ordinary shares reduced due to 1:10 share consolidation (679,355) – (597,460) –

Balance at 30 June 75,484 754,839 157,379 754,844

There are no dilutive shares or options (2019: Nil).

2020 2019

$000 $000

Profit (net of tax) attributable to Shareholders of the Company 7,840 131,123

Profit from continuing operations (net of tax) attributable to Shareholders of the Company 7,133 4,510

B. Net tangible assets (NTA)

The calculation of NTA per share is based on the following NTA figure and the Company’s issued ordinary shares at the end of the period.

2020 2019

$000 $000

Total assets 459,453 565,554

Total liabilities (302,751) (167,290)

less intangible assets (19,236) (16,866)

less deferred tax (10,292) (9,976)

Net tangible assets 127,174 371,422

2020 2019

$ $

Basic & diluted EPS on issued ordinary shares at the end of the period 0.104 0.174

Basic & diluted EPS on issued ordinary shares at the end of the period – continuing operations 0.094 0.006

Basic & diluted EPS on a weighted average basis 0.050 0.174

Basic & diluted EPS on a weighted average basis – continuing operations 0.045 0.006

NTA per issued ordinary shares at the end of period 1.685 0.492

Earnings Per Share Accounting Policies

The Group presents basic and diluted 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.

52 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 53

PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2020

ADDITIONAL FINANCIAL DISCLOSURES

9 CASH AND FINANCING FACILITIES

2020 2019

$000 $000

Cash and cash equivalents 16,868 210,491

Current financing facilities (30,000) (2,680)

Term financing facilities (20,000) –

Net interest-bearing (debt)/cash and cash equivalents (33,132) 207,811

Go livestock receivables 12 48,111 47,754

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

after adjusting for Go livestock receivables 14,979 255,565

Financing facilities

On 2 July 2019, the Company entered into a new syndicated bank facility which provides the following:

– Term debt facility of $50.00 million maturing on 1 August 2021

– Working capital facilities of up to $70.00 million maturing on 1 August 2021 (subject to an annual Clean Down)

The syndicated facilities fund the general corporate activities of the Group, the seasonal fluctuations in working capital, and the Go livestock

receivables.

The Company has granted a general security deed and mortgage over all its wholly-owned New Zealand assets to a security trust. Bank of New

Zealand acts as facility agent and security trustee for the banking syndicate, which comprises Bank of New Zealand, Cooperatieve Rabobank U.A.

(New Zealand branch) and Westpac New Zealand Limited. The agreement contains various financial covenants and restrictions that are standard

for facilities of this nature, including maximum permissible ratios for debt leverage and operating leverage, together with limits for Go receivables,

capital expenditure and asset disposals.

The syndicated facility agreement allows the Group, subject to certain conditions, to enter into additional facilities outside of the Company’s

syndicated facility. The additional facilities are guaranteed by the security trust. These facilities amounted to $6.58 million as at 30 June 2020 (2019:

$9.58 million).

– Overdraft facilities of $3.00 million

– Guarantee, letters of credit and trade finance facility of $3.58 million

10 DERIVATIVE FINANCIAL INSTRUMENTS

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

foreign currency fluctuations. The Group may also use interest rate swaps and options to hedge its exposure to changes in the market rates of

variable and fixed interest rates. In accordance with the Group’s treasury policy, the Group does not hold these derivative instruments for trading

purposes. The Group does not currently apply hedge accounting.

Where the Group enters into derivative transactions, these agreements do not meet the criteria for offsetting in the consolidated statement of

financial position. Amounts in the consolidated statement of financial position are the gross amounts.

2020 2019

$000 $000

Derivative assets held for risk management

Current 707 614

Non-current 235 387

942 1,001

Derivative liabilities held for risk management

Current (562) (280)

Non-current (45) (62)

(607) (342)

Net derivative asset/(liability) held for risk management 335 659

Derivative Financial Instruments Accounting Policies

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, and changes therein are generally recognised in profit or loss.

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.

54 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 55

PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2020

ADDITIONAL FINANCIAL DISCLOSURES

11 TRADE AND OTHER RECEIVABLES

2020 2019

$000 $000

Accounts receivable due from unrelated parties 108,547 136,798

Accounts receivable due from related parties 49 40

Gross accounts receivable 108,596 136,838

less Provision for impaired debtors (4,025) (4,635)

Net accounts receivable 104,571 132,203

Other receivables 16,410 11,373

Prepayments 1,965 2,305

Trade and other receivables 122,946 145,881

Analysis of movements in provision for impaired debtors

Balance at beginning of year (4,635) (6,887)

Movement in provision 610 (2,025)

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

Balance at end of year

(4,025) (4,635)

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


TOTA L TOTA L

DEBTORS PROVISION DEBTORS PROVISION

2020 2020 2019 2019

$000 $000 $000 $000

Not past due 99,860 (705) 125,625 (1,403)

Past due 1– 30 days 4,297 (311) 6,474 (41)

Past due 31 – 60 days 930 (204) 978 (20)

Past due 61 – 90 days 314 (157) 1,523 (987)

Past due 90 plus days 3,195 (2,648) 2,238 (2,184)

108,596 (4,025) 136,838 (4,635)

Trade and Other Receivables Accounting Policies

Recognition and measurement

A trade receivable without a significant financing component is initially measured at the transaction price and classified as financial assets

measured at amortised cost. Accounts receivables include accrued interest.

Impairment

Specific provisions are maintained to cover identified impaired debtors. Judgement is required in determining the impairment provision.

The Group recognises loss allowances on expected credit loss (ECL) on trade receivables. The Group measures loss allowances for trade

receivables at an amount equal to lifetime ECL. The ECL is a probability-weighted estimate of credit losses (i.e. present value of all cash

shortfalls). The ECL is discounted at the effective interest rate of the financial asset, although receivables with short duration are not

discounted.

When estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost and

effort. This includes both qualitative and quantitative information and analysis, based on the Group’s historical experience and informed

credit assessment, that includes forward-looking information. The Group assumes that the credit risk has increased significantly if it is more

than 60 days past due. The Group considers a financial asset to be in default when when the debtor is unlikely to pay its credit obligations to

the Group in full, without recourse by the Group to actions such as realising security (if any is held).

On a monthly basis, the Group via its Credit Committee assesses whether trade receivables are credit-impaired. All individual instruments

that are considered significant are subject to this approach. A financial asset is credit-impaired when one or more events that have a

detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired

includes observable data such as significant financial difficulty of the debtor.

Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets. The gross

carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its

entirety or a portion thereof.

12 GO LIVESTOCK 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).

2020 2019

$000 $000

Go livestock receivables – less than one year 48,111 47,754

Go livestock receivables – greater than one year – –

less Provision for impairment – Go livestock receivables – –

48,111 47,754

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

Not past due 48,111 47,754

Past due – –

48,111 47,754

Included within Trade and Other Receivables is accrued interest of $1.69 million (2019: $1.64 million).

13 INVENTORY

2020 2019

$000 $000

Merchandise 68,639 67,892

Work in progress & finished goods 21,732 20,686

less provision for inventory write down (3,260) (2,609)

87,111 85,969

During the year ended 30 June 2020, inventories of $534.37 million (2019: $534.81 million) are included in cost of sales in the profit or loss (refer

to Note 2 Cost of Sales). Included within this amount are write-down of inventories of $1.93 million (2019: $1.75 million) to net realisable value and

reversals of write-down of $0.09 million (2019: $0.45 million).

Inventories Accounting Policies

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. In the case of manufactured goods, cost includes direct materials, labour and production overheads. Judgement is required in

determining the net realisable value for inventories.

56 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 57

PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2020

ADDITIONAL FINANCIAL DISCLOSURES

14 INTANGIBLE ASSETS

TRADEMARKS,

SOFTWARE PATENTS & RIGHTS GOODWILL TOTAL

$000 $000 $000 $000

Cost

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

Balance at 1 July 2019 28,876 1,818 – 30,694

Additions 9,914 98 – 10,012

Disposals and reclassifications (3,573) – – (3,573)

Balance at 30 June 2020 35,217 1,916 – 37,133

Amortisation and impairment losses

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

Balance at 1 July 2019 12,529 1,299 – 13,828

Amortisation for the year 3,994 92 – 4,086

Disposals and reclassifications (17) – – (17)

Balance at 30 June 2020 16,506 1,391 – 17,897

Carrying amounts

At 1 July 2018 14,247 1,411 – 15,658

At 30 June 2019 16,347 519 – 16,866

At 30 June 2020 18,711 525 – 19,236

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 15 years. The estimated useful life and amortisation method is reviewed at the

end of each annual reporting period and adjusted if appropriate.

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 and adjusted if appropriate.

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. Refer to the accounting policy under Note 4 Impairment and Fair Value Gains/(Losses)

for further explanation.

15 RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

The Group leases many assets, including:

– leases of 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, the Group subleases these properties where possible and derives sublease revenue

on a short-term temporary basis.

– leases of vehicles for use by employees, agents and representatives. These leases range for a period of between three and six years.

– leases of office and IT equipment. These leases are typically for a period of four years.

Transition to NZ IFRS 16

The Group adopted NZ IFRS 16 Leases from 1 July 2019 using the modified retrospective approach. In accordance with the new standard, the

Group recognised right-of-use assets of $109.17 million and lease liabilities of $106.63 million at the initial adoption date of 1 July 2019. The Group

also recognised a provision for make good costs of $2.54 million as at 1 July 2019. There was no impact on retained earnings as at 1 July 2019.

Lease liabilities were measured at the present value of the remaining lease payments, discounted using the Group’s incremental borrowing rate

as at 1 July 2019. The incremental borrowing rates applied to the lease liabilities on 1 July 2019 were 4.0% for properties and 3.5% for vehicles. The

right-of-use assets were recognised at an amount equal to the lease liabilities, adjusted by the amount of any prepaid or accrued lease payments.

On transition, the Group applied various practical expedients including:

– The Group grandfathered the assessment of which transactions constitute leases and applied NZ IFRS 16 only to contracts that were

previously identified as leases under NZ IAS 17. Contracts that were not identified as leases under NZ IAS 17 were not reassessed for whether

there is a lease. The definition of a lease under NZ IFRS 16 was only applied to contracts entered into or changed on or after 1 July 2019.

– The Group elects to measure right-of-use assets at an amount equal to the lease liabilities upon transition.

– The Group applied a single discount rate to a portfolio of leases with reasonably similar characteristics.

– The Group excluded initial direct costs from the measurement of the right-of-use asset at the date of initial application.

– The Group used hindsight in determining the lease term.

– The Group elected not to recognise a right-of-use asset and a lease liability for certain leases for which the lease term ends within 12 months

of the initial adoption date.

In the process of adopting the new standard, a number of judgements and estimates have been made. These include:

– incremental borrowing rate at the time of adoption

– lease terms, including any rights of renewal expected to be exercised

The Group elected not to recognise right-of-use assets and lease liabilities for short-term or low-value leases, such as leases of office and IT

equipment. The Group continues to expense lease payments associated with these leases on a straight-line basis.

2020

$000

Amounts in consolidated statement of profit or loss

Depreciation on right-of-use assets – continuing operations (20,265)

Interest on lease liabilities (4,183)

Short-term or low-value lease expenses (333)

Variable lease payments not included in the measurement of lease liabilities (168)

Income from sub-leasing right-of-use assets 1,149

Amounts in consolidated statement of cash flows

Cash outflow for interest on lease liabilities (operating activities) (4,185)

Cash outflow for principal portion of lease liabilities (financing activities) (17,586)

Total cash outflow for leases (21,771)

58 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 59

Refer to
Accounting

Policies

– page 61.

Refer to

Accounting

Policies

– page 63.

PGG WRIGHTSON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2020

ADDITIONAL FINANCIAL DISCLOSURES

15 RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (CONTINUED)

Amounts in consolidated statement of financial position

PROPERTY VEHICLES TOTAL

$000 $000 $000

Right-of-use assets

Balance at 1 July 2019 97,084 12,082 109,166

Additions 11,498 5,644 17,142

Modifications and terminations (881) 342 (539)

Depreciation charge for the period (13,623) (6,669) (20,292)

Net Impairment (852) – (852)

Balance at 30 June 2020 93,226 11,399 104,625

2020

$000

Lease liabilities

Current lease liabilities 16,506

Non-current lease liabilities 90,398

Total recognised lease liabilities 106,904

Maturity analysis - minimum contractual undiscounted cash flows

Less than one year 18,334

One to five years 39,174

More than five years 12,731

Total undiscounted lease liabilities at 30 June 2020 70,239

Some property leases contain extension options exercisable by the Group up to one year before the end of the non-cancellable contract period.

Where practicable, the Group seeks to include extension options in new leases to provide operational flexibility. The extension options held are

exercisable only by the Group and not by the lessors. The Group assesses at lease commencement date whether it is reasonably certain to exercise

the extension options. The Group reassesses whether it is reasonable certain to exercise the options if there is significant event or significant

changes in circumstances within its control. The Group has estimated that the potential future lease payments, should it exercise all the extension

options, would result in an increase in lease liability of $65.0 million.

2020

$000

Reconciliation of recognised lease liabilities to operating lease commitments

Operating lease commitments at 30 June 2019 as disclosed in the Group’s consolidated financial statements 84,403

Operating lease commitments at 30 June 2019 discounted at the incremental borrowing rate at 1 July 2019 74,905

Value of operating leases not commenced as at 1 July 2019 (9,560)

Recognition exemption for short-term leases (402)

Value of additional leases and future lease renewal options reasonably certain to be exercised 41,683

Lease liabilities recognised on initial adoption date of 1 July 2019 106,626

15 RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (CONTINUED)

Lease Accounting Policies

The Group assesses at the inception of a contract as to whether the contract is, or contains, a lease as defined in NZ IFRS 16 Leases.

The Group recognises a right-of-use asset and a lease liability at the lease commencement date.

Right-of-use assets

Right-of-use assets are initially measured at cost, which comprises the initial amount of lease liability adjusted for any prepaid lease

payments, plus any initial direct costs incurred and any estimated restoration costs, and less any lease incentives received. These assets are

depreciated using the straight-line method from the commencement date to the earlier of the end of the lease term or the asset’s useful

life. Right-of-use assets are periodically reduced by impairment losses (if any) and adjusted for certain remeasurements of the lease liabilities.

Lease liabilities

Lease liabilities are initially measured at the present value of the lease payments that are not paid at the commencement date. Lease

payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that are based on an index

or a rate, amounts expected to be payable under a residual value guarantee, and any exercise price the Group is reasonably certain to

exercise. The lease payments are discounted using the Group’s incremental borrowing rate, being the rate that the Group would have to pay

to borrow the fund necessary to obtain an asset of similar value in a similar environment under similar terms and conditions.

After the commencement date, lease liabilities are increased to reflect interest on the lease liabilities and reduced to reflect the lease

payments made. Interest on lease liabilities is charged to the profit and loss and is the amount that produces a constant periodic rate of

interest on the remaining balance of the lease liabilities.

Lease liabilities are remeasured when there is a change in future lease payments arising from a change in an index or rate, a change in the

Group’s estimate of any amount payable under a residual value guarantee, or if the Group changes its assessment of whether it will exercise

a purchase, extension or termination option. When the lease liabilities are remeasured, a corresponding adjustment is made to the carrying

amount of the right-of-use assets, or recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

16 PROPERTY, PLANT AND EQUIPMENT

PLANT AND CAPITAL WORKS

LAND BUILDINGS EQUIPMENT PROJECT* TOTAL

NOTE $000 $000 $000 $000 $000

Cost

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 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

Balance at 1 July 2019 13,183 14,245 49,678 2,804 79,910

Additions – 119 5,362 (62) 5,419

Reclassification from/(to) assets held for sale 16(A) 322 1,706 – – 2,028

Disposals and transfers (3) (727) (3,045) – (3,775)

Balance at 30 June 2020 13,502 15,343 51,995 2,742 83,582

60 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 61

Refer to
Accounting

Policies

– page 63.

PGG WRIGHTSON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2020

ADDITIONAL FINANCIAL DISCLOSURES

16 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

PLANT AND CAPITAL WORKS

LAND BUILDINGS EQUIPMENT PROJECT* TOTAL

NOTE $000 $000 $000 $000 $000

Depreciation and impairment losses

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 – 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

Balance at 1 July 2019 – 6,340 28,868 – 35,208

Depreciation for the year – 285 4,828 – 5,113

Depreciation recovered to COGS – – 181 – 181

Reclassification from/(to) assets held for sale 16(A) – (60) – – (60)

Disposals and transfers – (702) (2,368) – (3,070)

Impairment / (impairment reversal) – (254) 133 – (121)

Balance at 30 June 2020 – 5,610 31,642 – 37,252

Carrying amounts

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

At 30 June 2020 13,502 9,734 20,353 2,742 46,330

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

Capital gains on the sale of property, plant and equipment of $0.15 million were recognised in non-operating items in the current period

(2019: $0.20 million loss).

A. Reclassification from/(to) assets held for sale

During the year, the Group reclassified four properties which were previously classified as assets held for sale back to property, plant and

equipment on the basis the likelihood of their sale in the next 12 months is low. These properties are remeasured at their carrying amount

(adjusted for any depreciation that would have been recognised had the asset not previously been classified as held for sale) of $2.1 million.

The loss on the remeasurement of the properties of $0.2 million was recognised in the profit or loss.

16 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Property, Plant & Equipment Accounting Policies

Recognition and measurement

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

is 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. 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.

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.

Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.

Subsequent expenditure

Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to

the Group and the 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.

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. Leasehold 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 each reporting date and adjusted if appropriate.

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. Refer the accounting policy under

Note 4 Impairment and Fair Value Gains/(Losses) for further explanation.

17 TRADE AND OTHER PAYABLES

2020 2019

NOTE $000 $000

Trade creditors 81,835 96,802

Goods received but not invoiced 5,799 7,343

Deposits received in advance 1,474 1,042

Wage subsidy received in advance 6 958 –

Loyalty reward programme 21 998 1,015

Employee entitlements 13,960 16,821

Make good provision on leased properties 17(A) 2,680 90

Accruals and other liabilities 26,941 30,486

Other provisions (including product warranty provisions) 757 3,935

135,403 157,534

Payable within 12 months 132,601 155,903

Payable beyond 12 months 2,802 1,631

135,403 157,534

A. Make good provision on leased properties

The Group has recognised a provision of $2.54 million for estimated make good costs in respect of its leased properties upon the adoption of NZ

IFRS 16 Leases as at 1 July 2019. During the year, the Group recognised an additional provision of $0.14 million in respect of new leased properties

which it signed up to. The balance of the make good provision as at 30 June 2020 is $2.68 million. These costs have been capitalised to the right-of-

use assets and are amortised over the life of the right-of-use assets.

The Group expects to settle this liability over the next 10–15 years as the leases expire.

62 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 63

Refer to
Accounting

Policies

– page 65.

PGG WRIGHTSON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2020

ADDITIONAL FINANCIAL DISCLOSURES

18 DEFINED BENEFIT LIABILITY

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

superannuation and insurance benefits for employees and former employees. The Plan is registered under the Financial Markets Conduct Act

2013. The Plan is not open to new members. The Plan’s retired employees are entitled to receive an annual pension payment payable for their

remaining life, and in some cases, for the remaining life of a surviving spouse.

In June 2019, the Group brought the Plan to an actuarial equilibrium position (calculated on a different basis to the IFRS amounts below).

2020 2019 2018 2017 2016

$000 $000 $000 $000 $000

Present value of funded obligations (62,563) (61,624) (66,814) (71,106) (73,417)

Fair value of plan assets 52,725 55,741 59,092 58,835 52,702

Total defined benefit asset/(liability) (9,838) (5,883) (7,722) (12,271) (20,715)

The Group expects to pay $0.85 million in contributions to defined benefit plans in 2021 (2020: expected $1.01 million and paid $0.69 million).

Member contributions are expected to be $0.59 million in 2021 (2020: expected $0.65 million and paid $0.83 million).

As at 30 June 2020, the weighted average duration of the defined benefit obligation (DBO) is 12.5 years for the Plan (2019: 12.4 years).

A. Plan assets

2020 2019

% %

Consist of:

Equities 58 54

Fixed interest 29 28

Cash 13 18

100 100

Plan assets do not include any exposure to the Company’s ordinary shares (2019: Nil).

B. Actuarial assumptions at the reporting date

2020 2019

% %

Discount rate used (10 year New Zealand Government Bond rate) 0.91 1.57

Inflation 1.50 2.00

Future salary increases 2.00 3.00

Future pension increases 1.50 2.00

2020 2019

YEARS YEARS

Assumptions regarding future mortality are based on published statistics and experience.

Current longevities underlying the DBO values at the reporting date:

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

18 DEFINED BENEFIT LIABILITY (CONTINUED)

C. Sensitivity analysis

The sensitivity of the DBO to changes in the weighted principal assumptions is:

2020 2020 2019 2019

DBO (INCREASE) DBO (INCREASE) DBO (INCREASE) DBO (INCREASE)

/ DECREASE WITH / DECREASE WITH / DECREASE WITH / DECREASE WITH

INCREASE IN DECREASE IN INCREASE IN DECREASE IN

ASSUMPTION ASSUMPTION ASSUMPTION ASSUMPTION

$000 $000 $000 $000

Discount rate (0.50% movement) 1,689 (2,252) 1,541 (1,849)

Salary growth rate (0.50% movement) (188) 63 (185) 123

Pension growth rate (0.25% movement) (1,001) 876 (801) 616

Life expectancy (1 year movement) (2,127) 2,127 (1,787) 1,787

D. Movement in net defined benefit liability

NET DEFINED BENEFIT ASSET/

DEFINED BENEFIT OBLIGATION FAIR VALUE OF PLAN ASSETS (LIABILITY)

2020 2019 2020 2019 2020 2019

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

Balance at 1 July (61,624) (66,814) 55,741 59,092 (5,883) (7,722)

Included in profit or loss:

Current service costs (613) (842) – – (613) (842)

Interest costs (937) (1,734) 845 1,623 (92) (111)

Included in other comprehensive income:

Gains/(losses) from change in financial assumptions (799) (3,797) – – (799) (3,797)

Experience gains/(losses) (3,059) (1,213) – – (3,059) (1,213)

Expected return on plan assets – – (84) (653) (84) (653)

Other:

Employer contributions – – 692 8,455 692 8,455

Member contributions (832) (1,268) 832 1,268 – –

Benefits paid by the plan 5,301 14,044 (5,301) (14,044) – –

Balance at 30 June (62,563) (61,624) 52,725 55,741 (9,838) (5,883)

Employee Benefits Accounting Policies

Defined benefit plans

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

have earned in return for their service in the current and prior periods, discounting that amount and deducting 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 potential asset for 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.

Remeasurement of the net defined benefit liability, which comprise actuarial gains and losses and the return on plan assets, are recognised

directly in other comprehensive income and the defined benefit plan reserve in equity. Net interest expense and other expenses related to

defined benefit plans are recognised in profit or loss.

Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the undiscounted amount of

short-term employee benefits expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result

of past service provided by the employee and the obligation can be estimated reliably.

Long-term employee benefits

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.

Remeasurements are recognised in profit or loss in the period in which they arise.

64 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 65

PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2020

ADDITIONAL FINANCIAL DISCLOSURES

19 FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT

A. 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.

FAIR VALUE MANDATORILY

THROUGH OTHER AT FAIR VALUE

COMPREHENSIVE THROUGH PROFIT AT AMORTISED TOTAL CARRYING FAIR

INCOME OR LOSS COST AMOUNT VALUE

$000 $000 $000 $000 $000

2020

Assets

Cash and cash equivalents – – 16,868 16,868 16,868

Derivative financial instruments – 942 – 942 942

Trade and other receivables – – 104,571 104,571 104,571

Go livestock receivables – – 48,111 48,111 48,111

Other investments – – 471 471 471

– 942 170,021 170,963

Liabilities

Debt – – 50,000 50,000 50,000

Derivative financial instruments – 607 – 607 607

Trade and other payables – – 81,835 81,835 81,835

Lease liabilities – – 106,904 106,904

– 607 238,739 239,346

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

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

Other investments – – 470 470 470

– 1,001 390,918 391,919

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

The Group’s banking facilities are based on floating interest rates. Therefore, the fair value of the banking facilities equals the carrying value.

19 FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT (CONTINUED)

A. Accounting classifications and fair values (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)

LEVEL 1 LEVEL 2 LEVEL 3 TOTAL

$000 $000 $000 $000

2020

Assets

Derivative financial instruments – 942 – 942

Liabilities

Derivative financial instruments – 607 – 607

2019

Assets

Derivative financial instruments – 1,001 – 1,001

Liabilities

Derivative financial instruments – 342 – 342

There have been no material movements between the fair value hierarchy during the year ended 30 June 2020.

B. Financial management risk

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

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 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.

The following management committees review and manage key risks:

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

and to monitor progress.

– The Credit Committee, comprising of management appointees, meets regularly to review credit risk, account limits and provisioning.

Management formally reports on all aspects of key risks to the Audit Committee at least two times each year.

(i) Liquidity and funding risks

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

instruments. 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 manages liquidity risk by forecasting daily cash requirements and future funding requirements, and maintaining an adequate liquidity

buffer. 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. The Group has a policy of funding diversification and utilises a banking syndicate to limit

concentration risk in relation to liquidity and funding. 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.

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.

66 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 67

Refer to
Accounting

Policies

– page 71.

Refer to

Accounting

Policies

– page 71.

PGG WRIGHTSON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2020

ADDITIONAL FINANCIAL DISCLOSURES

19 FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT (CONTINUED)

B. Financial management risk (continued)

(i) Liquidity and funding risks (continued)

Contractual maturity analysis

The following schedule analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the balance 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.

CONTRACTUAL CASH FLOW

WITHIN BEYOND AMOUNT IN

12 MONTHS 1 TO 5 YEARS 5 YEARS TOTAL BALANCE SHEET

$000 $000 $000 $000 $000

2020

Debt 31,456 20,103 – 51,559 50,000

Derivative financial instruments 562 45 – 607 607

Trade and other payables 81,835 – – 81,835 81,835

Lease liabilities 20,296 57,544 47,228 125,068 106,904

134,149 77,692 47,228 259,069 239,346

2019

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

(ii) 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.

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.

(iii) 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.

Concentrations of market risk

The Group has exposure to commodity pricing risk on Wool inventories. This is mitigated by the Group having policies around unmatched

positions. Other inventory is of merchandise nature and the Group has a range of suppliers or has entered into long-term supply agreements.

Foreign currency risk

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

The Group manages this risk by using forward, spot foreign exchange contracts and foreign exchange options to hedge foreign currency risks as

they arise.

19 FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT (CONTINUED)

B. Financial management risk (continued)

(iii) Market risk continued

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

2020

Cash and cash equivalents – 1 13 1

Trade and other receivables 82 2,047 – 1,827

Trade and other payables (532) (8,366) (972) (2,151)

Net balance sheet position

(450) (6,318) (959) (323)

Forward exchange contracts

Notional forward exchange cover 8,356 (1,764) 972 (15,777)

Net unhedged position

(8,806) (4,555) (1,931) 15,454

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)

Interest rate risk

Floating rate borrowings are used for general funding activities. 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. Interest rate swaps, interest rate options

and forward rate agreements may be used to hedge the floating rate exposure as deemed appropriate. The Group had no interest rate derivatives

at balance date (2019: Nil).

68 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 69

Refer to
Accounting

Policies

– page 71.

PGG WRIGHTSON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2020

ADDITIONAL FINANCIAL DISCLOSURES

19 FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT (CONTINUED)

(iii) Market risk continued

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 NON INTEREST

12 MONTHS YEARS 2 YEARS BEARING TOTAL

$000 $000 $000 $000 $000

2020

Debt 30,000 20,000 – – 50,000

Derivative financial instruments – – – 607 607

Trade and other payables – – – 81,835 81,835

30,000 20,000 – 82,442 132,442

2019

Debt 2,680 – – – 2,680

Derivative financial instruments – – – 342 342

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

2,680 – – 97,144 99,824

Sensitivity analysis

The Group’s treasury policy effectively insulates earnings from the effect of short-term fluctuations in either foreign exchange or interest rates. Over

the longer term however, permanent changes in foreign exchange rates and interest rates will have an impact on profit. A 1% change in interest

rate has been applied as it is considered a reasonably possible change. The sensitivity of net profit after tax for the period to 30 June 2020, and

shareholders equity at that date, to reasonably possible changes in conditions is shown below.

INTEREST RATES INCREASE BY 1% INTEREST RATES DECREASE BY 1%

2020 2019 2020 2019

$000 $000 $000 $000

Increase/(decrease) in net profit after tax and shareholders’ equity (198) (748) 217 934

Other market risks such as pricing and foreign exchange are not considered likely to lead to material change over the next reporting period. The

Group’s financial assets and liabilities are predominantly held in NZD. For this reason, a sensitivity analysis of these market risks is not included.

C. 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.

19 FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT (CONTINUED)

Non-Derivative Financial Instruments Accounting Policies

(i) Non-derivative financial assets

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

securities.

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

instrument, although trade receivables are initially recognised when they are originated.

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

Trade and other payables

Trade and other payables are stated at cost.

(iii) 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.

70 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 71

PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2020

ADDITIONAL FINANCIAL DISCLOSURES

20 COMMITMENTS

A. Capital expenditure not provided for

The Group does not have any capital commitments as at 30 June 2020 (2019: $0.11 million).

B. Forward purchase commitments

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

periods of up to 3 years and are at varying stage of execution. There remains uncertainty associated with yield, quality and market price. Therefore,

the Group is unable to sufficiently quantify the value of these commitments.

21 CONTINGENT LIABILITIES AND CONTINGENT ASSETS

A. PGG Wrightson Loyalty Reward Programme

The Group recognises a provision for the expected level of points redemption from the PGG Wrightson Loyalty Reward Programme. As at balance

date, the balance of live points which does not form part of the recognised provision total $0.09 million (2019: $0.09 million). Losses are not

expected to arise from this contingent liability.

B. Contingent liabilities

The Group receives client claims from time to time as part of the ordinary course of business and these claims are reviewed on a case by case

basis to determine validity. As at balance date, the Group was in the process of reviewing certain claims for the supply of goods which are typically

the responsibility of suppliers under terms of trade. The amount of any potential obligation in respect of these claims cannot be estimated with

sufficient reliability and therefore, with the exception of the warranty provision of $0.4 million, the Group has no provisioning in respect of these

claims.

C. Contingent assets

The Group is pursuing a claim against a contractual counterparty for repudiation of contract. The Directors are confident in the validity of the claim,

however no receivable has been recognised at balance date as the outcome of the claim remains uncertain.

22 SEASONALITY OF OPERATIONS

The Group is subject to significant seasonal fluctuations. The Retail businesses’ earnings are weighted towards the first half of the financial year as

demand for New Zealand farming inputs are generally weighted towards the spring season. Livestock trading is weighted towards the second half

of the financial year in order for farmers to maximise their income as New Zealand generally has spring calving and lambing. 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.

23 SUBSEQUENT EVENTS

There have been no material events subsequent to balance date that impact on these consolidated financial statements.

24 RELATED PARTIES

A. Key management personnel compensation

2020 2019

$000 $000

Key management personnel compensation comprised:

Short-term employee benefits 3,216 7,129

Post-employment benefits 96 151

Termination benefits – 1,169

3,312 8,449

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

B. 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 (on a GST inclusive basis) 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

2020 2020 2019 2019

$000 $000 $000 $000

Key Management

Personnel/Director Transaction

Nick Berry Purchase of retail goods 2 – – –

(from 1 August 2019)

David Cushing Purchase of retail goods, livestock and wool 2,424 43 392 37

transactions. Also includes real estate

commissions on a property sale

Grant Edwards Purchase of retail goods – – 1 –

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

Peter Moore Purchase of retail goods and 5 1 – –

fuel on-charge transactions

Peter Newbold Purchase of retail goods 25 3 27 2

Peter Scott Purchase of retail goods and 4 1 – –

fuel on-charge transactions

72 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 73

PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2020

ADDITIONAL FINANCIAL DISCLOSURES

25 REPORTING ENTITY

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

The Company’s registered office is at 1 Robin Mann Place, Christchurch. The Company is listed on the New Zealand Stock Exchange and is an FMC

reporting entity for the purposes of the Financial Markets Conduct Act 2013.

The consolidated financial statements of PGG Wrightson for the year ended 30 June 2020 comprise the Company and its subsidiaries (together

referred to as the “Group”). The Group is primarily involved in the provision of goods and services within the agricultural and horticultural sectors.

OWNERSHIP INTEREST

COUNTRY OF 2020 2019

SIGNIFICANT SUBSIDIARIES INCORPORATION DIRECT PARENT % %

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

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

Bidr Limited New Zealand PGG Wrightson Limited 100% 100%

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%

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%

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

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

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

Plan Trustee Limited 100% 100%

26 BASIS OF PREPARATION

Statement of compliance

These consolidated financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting Practice (“NZ

GAAP”). They comply with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board, the New

Zealand equivalents to International Financial Reporting Standards (“NZ IFRS”) and other applicable Financial Reporting Standards, as appropriate

for a Tier 1 for-profit entity. These consolidated financial statements have also been prepared in accordance with the requirements of the Financial

Markets Conduct Act 2013 and the Financial Reporting Act 2013.

Basis of measurement

The consolidated 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.

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

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

Functional and presentation currency

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

rounded to the nearest thousand, unless otherwise indicated.

Use of estimates and judgements

In preparing these consolidated financial statements, management has made judgements, estimates and assumptions that affect the application

of the Group’s 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 ongoing basis. Revisions to accounting estimates are recognised prospectively.

Information about critical judgements made in applying accounting policies, assumptions and estimation uncertainties that have the most

significant effect on the amounts recognised in the consolidated financial statements is included in the following notes:

Note

1 Operating revenue from construction contracts

11 Carrying value of trade and other receivables

13 Carrying value of inventories

15 Right-of-use assets and lease liabilities – Lease term (renewal options to be exercised) and discount rates

18 Measurement of defined benefit liability – Key actuarial assumptions

Management has determined that the COVID-19 pandemic has not significantly impacted the estimates and judgements used on the

consolidated statement of financial position as at 30 June 2020. Management will continue to monitor and assess the impacts of future

developments of COVID-19, which are highly uncertain and cannot be predicted, on its judgements and estimates.

Comparative information

Certain comparative amounts have been reclassified to conform with the current period’s presentation, including the treatment of $10.4 million of

fuel oncharge revenue and corresponding cost of sales that have now been netted, resulting in no change to gross profit or net profit after tax. In

addition, the comparatives have been restated to present the Standardbred business as a discontinued operation.

74 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 75

PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2020

ADDITIONAL FINANCIAL DISCLOSURES

27 OTHER SIGNIFICANT ACCOUNTING POLICIES

The accounting policies set out in these consolidated 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. The Group controls an entity when it is exposed to, or has rights to, variable returns from its

involvement with the entity and has the ability to affect those returns through its power over the entity. The consolidated financial statements

of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which 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 currency

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 are translated to the functional currency at the exchange rate at the reporting

date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated to the functional currency at the

exchange rate at the date that fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency

are translated to the functional currency at the exchange rate at the date of the transaction. Foreign currency differences arising are recognised in

profit or loss.

C. Discontinued operation

A discontinued operation is a component of the Group’s business, the operations and cash flows of which can be clearly distinguished from the

rest of the Group and which:

– represents a separate major line of business or geographic area of operations;

– is part of a single co-ordinated plan to dispose of a separate major line of business or geographic area of operations; or

– is a subsidiary acquired exclusively with a view to resale.

When an operation is classified as a discontinued operation, the comparative statement of profit or loss and OCI is re-presented as if the operation

had been discontinued from the start of the comparative year.

D. Disclosure of non-GAAP financial information

Non-GAAP reporting measures have been presented in the consolidated statement of profit or loss or referenced to in the notes to the

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

– Operating EBITDA represents earnings before net interest and finance costs, income tax, depreciation, amortisation, results from discontinued

operations, fair value adjustments and non-operating items.

– EBITDA represents earnings before net interest and finance costs, income tax, depreciation, amortisation and the results from discontinued

operations.

– Basic & diluted EPS on issued ordinary shares at the end of the period represents the net profit after tax for the reporting period divided by the

outstanding number of shares as at the end of the reporting period.

– Impact of NZ IFRS 16 on the consolidated financial statements for the year ended 30 June 2020.

The Directors and management believe the Operating EBITDA and EBITDA measures provide useful information as they provide valuable insight

on the underlying performance of the business. They are used internally to evaluate the underlying performance of the business and to analyse

trends.

Due to the share consolidation which occurred in August 2019, the Directors and management consider the basic & diluted EPS on issued ordinary

shares at the end of the period measure facilitates a more meaningful comparison against the dividend per share measure for the 2020 year.

These measures are not uniformly defined or utilised by all companies. Accordingly, these measures may not be comparable with similarly titled

measures used by other companies. Non-GAAP financial measures should not be viewed in isolation nor considered as a substitute for measures

reported in accordance with NZ IFRS.

27 OTHER SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

E. Standards issued but not yet effective

A number of new standards and interpretations are not yet effective for the year ended 30 June 2020 and have not been applied in preparing

these consolidated financial statements. These include:

– Definition of Material (Amendment to IAS 1 and IAS 8)

– A variety of minor improvements to standards have been made in order to clarify various treatments of specific transactions.

The above are not expected to have a significant impact on the Group’s consolidated financial statements.

28 CAPITAL AND RESERVES

Share capital

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 consolidated 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 profit or loss

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

Realised capital and revaluation reserve

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

2020, no amount was transferred from the defined benefit reserve to retained earnings (30 June 2019: $2.77 million which represented the tax

impact of lump sum cash contributions made during that year).

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

The following dividends were declared and paid by the Company during the year.

PAYMENT DATE $ PER SHARE

2020 interim dividend – fully imputed (post-share consolidation) 3 April 2020 0.09000

2019 final dividend – fully imputed (post-share consolidation) 2 October 2019 0.07500

2019 interim dividend – fully imputed (pre-share consolidation) 5 April 2019 0.00750

2018 final dividend – fully imputed (pre-share consolidation) 3 October 2018 0.01250

Share Capital Accounting Policies

Ordinary shares

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 ordinary shares

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

as a deduction from equity. Repurchased shares are cancelled. However, treasury stock for which unrestricted ownership has not yet been

transferred are not cancelled.

76 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 77

ADDITIONAL FINANCIAL DISCLOSURES
78 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 79

FOREIGN CURRENCY REALISED CAPITAL

SHARE TRANSLATION AND REVALUATION DEFINED BENEFIT FAIR VALUE RETAINED NON-CONTROLLING TOTAL

CAPITAL RESERVE RESERVES PLAN RESERVE RESERVE EARNINGS INTEREST EQUITY

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

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 instruments, net of tax – – – – 21 – – 21

Defined benefit plan actuarial gain/(loss), 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 recorded 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 Seed Holdings Limited

Reclassification of reserves to profit or loss – 3,741 – – – – (2,101) 1,640

Reclassification of reserves to retained earnings – 849 260 – – (1,255) 146 –

Total reclassification to profit or loss – 4,590 260 – – (1,255) (1,955) 1,640

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

Balance at 1 July 2019 606,318 – 24,662 (11,672) (2,566) (218,478) – 398,264

Total comprehensive income for the period

Profit or loss – – – – – 7,840 – 7,840

Other comprehensive income

Defined benefit plan actuarial gain/(loss), net of tax – – – (2,838) – – – (2,838)

Total other comprehensive income – – – (2,838) – – – (2,838)

Total comprehensive income for the period – – – (2,838) – 7,840 – 5,002

Transactions with shareholders recorded directly in equity

Contributions by and distributions to shareholders

Share repurchase and cancellation (234,000) – – – – – – (234,000)

Dividends to shareholders – – – – – (12,564) – (12,564)

Total contributions by and distributions to shareholders (234,000) – – – – (12,564) – (246,564)

Balance at 30 June 2020 372,318 – 24,662 (14,510) (2,566) (223,202) – 156,702

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

PGG WRIGHTSON LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 30 June 2020

80 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 81
35 to 79:

$
i

82 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 83

84 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 85
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.

PGG Wrightson has applied the new NZX Listing Rules from 1 July 2019.

PGG Wrightson 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 2020 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.

Principle 1 – Code of Ethical Behaviour

“Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable

for these standards being followed throughout the organisation.”

1.1 PGG Wrightson Code of Conduct

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 PGG Wrightson. Directors and employees

are expected to act honestly and in the best interests of PGG

Wrightson, as required by law, and taking account of interests of

shareholders and other stakeholders.

In compliance with NZX Code Recommendation 1.1, the Board

has several documents that codify minimum standards of ethical

behaviour, being the:

Corporate Governance Code and Board Charter which is

available at www.pggwrightson.co.nz under Our Company >

Governance;

Conflict of Interest Policy;


Fraud Prevention and Response Policy; and

Whistle-Blower Policy.

The Code of Conduct requires all PGG Wrightson, directors and

employees, to observe the highest of standards of ethics and

conduct, in alignment with these PGG Wrightson 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 is intended to guide directors and

employees in carrying out their duties and responsibilities. It

supports decision-making that is consistent with PGG Wrightson’s

values and obligations, rather than prescribing a complete

list of acceptable and non-acceptable behaviour. It reflects

expectations that directors and employees of the PGG Wrightson

will:

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 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). PGG Wrightson 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 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 directors and 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, 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 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 2020 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 Securities Trading Policy

In compliance with NZX Code Recommendation 1.2, the

Company has a detailed financial product trading policy

applying to all Directors and staff which incorporates insider

trading restraints, and rules. The Securities Trading Policy, which

is available at www.pggwrightson.co.nz

under Our Company

> Governance, specifies that no director or employee may

buy or sell PGG Wrightson shares while in possession of inside

information. Inside information is material information that is

not generally available to the market. 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.

86 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 87
Principle 2 – Board Composition & Performance incorporating

PGG Wrightson’s Board Charter

“To ensure an effective board, there should be a balance of independence, skills, knowledge, experience and perspectives.”

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

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:

overall governance;

employing the Chief Executive Officer;

providing strategic leadership and overseeing the

development, adoption and communication of a clear

strategy for the business;

overseeing management’s implementation of PGG

Wrightson’s strategic objectives and performance;

overseeing accounting and reporting systems (including

the external audit) and PGG Wrightson’s compliance with its

continuous disclosure obligations;

adopting and reviewing a risk management framework;

approval of PGG Wrightson’s operating budgets/major

capital expenditure; and

adoption of PGG Wrightson’s remuneration policy and other

corporate governance documents.

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 Officer and subsidiary company boards

the day to day management and leadership of PGG Wrightson

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 Officer and Managers within defined limits.

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 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 2020

the Board had five 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 2020 Annual

Report. The full Board met seven times during the year ended

30 June 2020, including conference calls and video-meetings.

Directors also meet on other occasions for strategic planning

and held conference calls from time to time as required. The

attendance at Board meetings of all Directors who served during

the financial year to 30 June 2020 is set out below, including

attendance in part:

Corporate

Governance and

Board Charter

continued

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 2020 and comparative figures for

30 June 2019. An Officer means a person, however designated,

who is concerned or takes part in the management of PGG

Wrightson'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.

PGG WRIGHTSON LTD’S

BOARD OF DIRECTORS AS AT

30 JUNE 2020

PGG WRIGHTSON LTD’S

BOARD OF DIRECTORS AS

AT 30 JUNE 2019

PGG WRIGHTSON LTD’S

OFFICERS

AS AT 30 JUNE 2020

PGG WRIGHTSON LTD’S

OFFICERS

AS AT 30 JUNE 2019

PGG WRIGHTSON GROUP

WORKFORCE*

AS AT 30 JUNE 2020

PGG WRIGHTSON GROUP

WORKFORCE*

AS AT 30 JUNE 2019

Number of Males 4577933989

Percentage of Males 80%83%88%88%60%61%

Number of Females 1111621629

Percentage of Females 20%17%12%12%40%39%


* Calculation methodology excludes casuals, fixed term employees and independent commission agents/independent contractors.

DIRECTOR

NUMBER OF

BOARD MEETINGS

ATTENDED

NUMBER OF

AUDIT COMMITTEE

MEETINGS ATTENDED

NUMBER OF

REMUNERATION

COMMITTEE

MEETINGS ATTENDED

Rodger Finlay 7 (2 via Audio/Video)42

Sarah Brown7

(2 via Audio/Video)2 (via Audio)2

David Cushing7

(2 via Audio/Video)4 (1 via Video)2

Joo Hai Lee7

(4 via Audio/Video)4 (4 via Video)2

U Kean Seng7

(4 via Audio/Video)01

Ronald Seah

(to 31 August 2019)101

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 three out of

five 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 2020 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 92 to 93 of the 2020 Annual Report. None of the

Directors sit on any PGG Wrightson 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.

Principle 3 - Board Committees

“The board should use committees where this will enhance its effectiveness in key areas, while still retaining board responsibility.”

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 2020 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.

88 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 89
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. 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 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; and

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 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 Officer and review the appraisal of direct reports to

the Chief Executive Officer;

To review compensation policy and procedures, including

employee benefits and superannuation, and recommend

to the Board remuneration changes for the Chief Executive

Officer and direct reports to the Chief Executive Officer;

To review succession planning and senior management

development plans; and

To report Committee proceedings back to the Board.

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

Principle 4 – Reporting and Disclosure

“The board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of

corporate disclosures.”

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.

Principle 5 - Remuneration

“The remuneration of directors and executives should be transparent, fair and reasonable.”

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 2020 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 officer 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 Executive

Officer during the year ended 30 June 2020 including disclosure

of the base salary, short-term incentive and the performance

criteria used to determine performance-based payments, are

outlined on page 96 of this annual report.

90 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 91
Principle 6 – Risk Management

“Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The board

should regularly verify that the issuer has appropriate processes that identify and manage potential and material risks.”

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 Officer, 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 Officer 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 pages 7 to 8 of this 2020 Annual Report

disclosed how it manages its health and safety risks and has

reported on our health and safety risks, performance and

management.

Principle 7 – Auditors

“The board should ensure the quality and independence of the external audit process.”

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.

Corporate

Governance and

Board Charter

continued

The external auditors KPMG did provide some small value non-

financial statement audit work in the year ended 30 June 2020

which was pre-approved by the Audit Committee. The nature of

the types of work completed and the remuneration received is

disclosed on page 47 of the Annual Report. The external auditors

confirmed in their audit report on pages 80 to 83 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 Manager supported by a

panel of co-source external providers. 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.

Principle 8 – Shareholder Rights & Relations

“The board should respect the rights of shareholders and foster constructive relationships with shareholders that encourage

them to engage with the issuer.”

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 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 communications by 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.

92 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 93
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 2019 to 30 June 2020

DIRECTOR INTEREST ORGANISATION

R J Finlay

Chairman Chairman Mundane Asset Management Limited (UK)

Independent Advisory Panel of Provincial Growth Fund

St Andrews College Foundation (Trustee)

NZ Post Limited

Deputy Chairman Rural Equities Limited

Director Provincial Growth Fund Limited

Moeraki Limited

Ngāi Tahu Holdings Corporation Limited

Kiwi Group Holdings Limited

Mundane World Leaders Fund Limited (Cayman)

Trustee Burnett Valley Trust

J H Lee

Deputy Chairman Director Hyflux Ltd

Agria Corporation

Agria (Singapore) Pte Ltd

Lung Kee (Bermuda) Holdings Limited

IPC Corporation Ltd

S Brown

Director Electricity Invercargill Limited

PowerNet Limited

OtagoNet Limited

OtagoNet Properties Limited

Electricity Southland Limited

Pylon Limited

Panellist Independent Advisory Panel for the Provincial Growth Fund

Trustee Southland Boys High School Board of Trustees

Turnbull Trust

Statutory

Disclosures

DIRECTOR INTEREST ORGANISATION

B D Cushing

Executive Chairman Rural Equities Limited

Director Skellerup Holdings Limited

H & G Limited

Red Steel Limited

Makowai Farm Limited

U Kean Seng

Head of Corporate Agria Corporation

and Legal Affairs

L S Seah*

*

Retired 31 August 2019 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

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.

Directors’ Remuneration

The following persons held office, or ceased to hold office, as a Director during the year to 30 June 2020 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 COMMITTEE

AUDIT

COMMITTEE FEES

TOTA L

REMUNERATION

R J FinlayChairman$202,500$10,000$212,500

S Brown$80,000–$80,000

B D Cushing$80,000 Chairman$18,125 $98,125

J H LeeDeputy Chairman$117,500$10,000$127,500

U Kean Seng$80,000–$80,000

L S Seah *$13,333–$13,333

*

Retired 31 August 2019

94 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 95
Directors’ Independence

The Board has determined that as at 30 June 2020:

The following Directors are Independent Directors: R J Finlay, B D Cushing and S Brown.

The following Directors are not Independent Directors by virtue of their association with a substantial product holder: J H Lee and U Kean Seng.

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.

Employee Remuneration

Set out on page 96 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 accordingly from year to year. Livestock

remuneration includes incentives paid in the current year that were earned in respect of the prior year’s performance.

The schedule excludes:

amounts paid post 30 June 2020 that related to services provided in the 2019/2020 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 attributed or non-attributed benefits received by employees.

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

Directors’ Shareholdings

As at 30 June 2020 the following Directors of PGG Wrightson Limited held a beneficial interest in shares in PGG Wrightson Limited:

DIRECTORREGISTERED HOLDERNUMBER OF SHARES

R J FinlayRGH Holdings Limited81,274

S BrownSarah Brown11,400

J H Lee and U Kean Seng are associated persons of substantial product holder Agria (Singapore) Pte Limited holding 33,463,399 shares.

B D Cushing is an associated person of H & G Limited holding 2,006,732 shares.

Directors’ Share Transactions

The following Directors of PGG Wrightson Limited notified the Company of the following share transactions between 1 July 2019

and 30 June 2020.

DIRECTOR REGISTERED HOLDER

NATURE AND

DATE OF TRANSACTION

NUMBER OF

SHARESCONSIDERATION

B D CushingH & G Limited

(beneficial interest)

Pursuant to a court approved

scheme of arrangement, PGW

undertook a 2:1 share split

immediately followed by a 1:2

cancellation on 7 August 2019. This

was followed by a 1/10 share

consolidation on 9 August 2019.

20,067,323 shares

cancelled

$0.31 per share

B D CushingRural Equities Limited (REL)*

(beneficial interest)

On-market purchase

15 August 2019

72,238 purchased$158,121.76

B D CushingRural Equities Limited (REL)*

(beneficial interest)

On-market purchase

16 August 2019

27,035 purchased$61,647.91

B D CushingRural Equities Limited (REL)*

(beneficial interest)

Off-market purchase from

Ngāi Tahu Capital Limited

19 August 2019

2,743,463 purchased$6,447,138.05

B D CushingRural Equities Limited (REL)*

(beneficial interest)

Four on-market purchases

between 26 September

2019 to 2 October 2019

315,577 purchased$729,799

B D CushingRural Equities Limited (REL)*

(beneficial interest)

On-market sale

17 April 2020

3,158,313 sold$8,685,361

R J FinlayRGH Holdings Limited

(beneficial interest)

On-market purchase

30 September 2019

31,069 purchased$72,080.08

R J FinlayRGH Holdings Limited

(beneficial interest)

On-market purchase

3 October 2019

27,300 purchased$63,437.03

R J FinlayRGH Holdings Limited

(beneficial interest)

On-market purchase

4 October 2019

22,905 purchased$53,368.65

S BrownSarah Brown and

Keith William Brown

On-market purchase

29 August 2019

6,400 purchased$15,232.00

S BrownSarah Brown and

Keith William Brown

On-market purchase

5 November 2019

5,000 purchased$12,300.00

* H&G Limited is deemed to have had a relevant interest in REL’s share as it is the legal and beneficial owner of more than 20% of the shares in

REL. B D Cushing has a beneficial interest in H & G Limited.

96 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 97
REMUNERATION RANGENUMBER OF EMPLOYEESREMUNERATION RANGENUMBER OF EMPLOYEES

$100,000 – $110,00052

$110,001 – $120,00059

$120,001 – $130,00031

$130,001 – $140,00032

$140,001 – $150,00033

$150,001 – $160,00025

$160,001 – $170,00012

$170,001 – $180,00022

$180,001 – $190,00012

$190,001 – $200,0007

$200,001 – $210,0004

$210,001 – $220,00015

$220,001 – $230,0007

$230,001 – $240,0003

$240,001 – $250,0002

$250,001 – $260,0003

$260,001 – $270,0002

$280,001 – $290,0002

$290,001 – $300,0001

$300,001 – $310,0002

$310,001 – $320,0001

$320,001 – $330,0002

$330,001 – $340,0001

$340,001 – $350,0001

$350,001 – $360,0002

$360,001 – $370,0001

$370,001 – $380,0002

$380,001 – $390,0001

$390,001 – $400,0001

$400,001 – $410,0001

$420,001 – $430,0001

$430,001 – $440,0001

$500,001 – $510,0001

$610,001 – $620,0001

$770,001 – $780,0001

$790,001 – $800,0001

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.

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 Safety and Wellbeing performance.

In compliance with the NZX Code Recommendation 5.3, the remuneration arrangements in place for PGG Wrightson’s Chief Executive Officer

Stephen Guerin during the year ended 30 June 2020 are set out below. The Chief Executive Officer received payments totalling $770,440 as follows:

$748,000 – base salary

$22,440 – KiwiSaver employer contribution

The Chief Executive Officer had an annual short-term incentive of 20% of base salary based on achievement of performance criteria being Financial

Results, Strategic Objectives and Safety and Wellbeing performance. Given the impact of COVID-19 on PGG Wrightson’s business, no short-term

incentive was paid for the year ended 30 June 2020.

The Chief Executive Officer has a company vehicle with full private use valued at $20,000pa.

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%.

LEGAL COMPANY NAMEPGG WRIGHTSON APPOINTED DIRECTORS

Agriculture New Zealand Limited JS Daly, SJ Guerin

Ag Property Holdings LimitedJS Daly, SJ Guerin

AgriServices South America Limited JS Daly, SJ Guerin

Bidr LimitedSJ Guerin, PJ Moore, PC Scott

Bloch & Behrens Wool (NZ) LimitedJS Daly, SJ Guerin, GW Edwards

NZ Agritrade LimitedJS Daly, SJ Guerin

PGW Rural Capital Limited JS Daly, SJ Guerin

PGG Wrightson Employee Benefits Plan LimitedCD Adam, JS Daly, SJ Guerin

PGG Wrightson Employee Benefits Plan Trustee Limited CD Adam, JS Daly, S Guerin, PR Drury, JA O’Neill (A)

PGG Wrightson Investments LimitedJS Daly, SJ Guerin

PGG Wrightson Real Estate Limited JS Daly, SJ Guerin

PGG Wrightson Trustee LimitedJS Daly, S Guerin

Statutory

Disclosures

continued

98 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 99
PGG Wrightson Limited is quoted on the New Zealand Stock Market of NZX Limited (code PGW).

As at 30 June 2020, PGG Wrightson Limited had 75,484,083 ordinary shares on issue.

Substantial Product Holders

At 30 June 2020, the following security holders had given notices in accordance with the Financial Markets Conduct Act 2013 that they were, or in

the case of H & G Limited had ceased to be, a substantial product holder in the Company. The number of shares shown below are as recorded in

the Company’s share register at 30 June 2020.

SHAREHOLDER

NUMBER OF SHARES

AT 30 JUNE 2020DATE OF NOTICE

Beijing Holdings BAIC Limited8,382,62630 June 2020

H & G Limited

2,006,73217 April 2020

Agria (Singapore) Pte Limited

33,463,39910 April 2019

Agria Group*

33,463,39917 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 21 August 2020 were:

SHAREHOLDERNUMBER OF SHARES HELD% OF SHARES HELD

1.Agria (Singapore) Pte Limited33,463,399 44.33

2.Beijing Holdings BAIC Limited

8,754,17411.60

3.H & G Limited

2,006,7322.66

4.HSBC Nominees (New Zealand) Limited

1,739,5822.30

5.Forsyth Barr Custodians Limited

1,531,7652.03

6. FNZ Custodians Limited

953,7911.26

7.Nicolaas Johannes Kaptein

500,9620.66

8.Citibank Nominees (New Zealand) Limited

483,2580.64

9.Accident Compensation Corporation

478,7140.63

10.JBWERE (NZ) Nominees Limited

367,0550.49

11. Michael Murray Benjamin

300,0000.40

12.New Zealand Depository Nominee Limited

255,7220.34

13.Leveraged Equities Finance Limited

205,4780.27

14.Robert Vincent Cottrell + Lesley Maureen Cottrell

200,0000.26

15.Woolf Fisher Trust Incorporated

185,0000.25

16.Colin Hugh Notley + Jan Marie Notley

180,0000.24

17.Ian David McIlraith

180,0000.24

18.Totara Grove Investments Limited

180,0000.24

19.JP Morgan Chase Bank NA NZ Branch

167,7160.22

20.Gamma Trust Limited

155,2840.21

Shareholder

Information

Analysis of Shareholdings

Distribution of ordinary shares and shareholdings at 31 July 2020 was:

RANGETOTAL HOLDERSUNITS% UNITS

1 – 4995,767975,4721.30

500 – 9991,324889,8061.18

1,000 – 1,9991,2721,688,4762.24

2,000 – 4,9991,2113,620,5464.80

5,000 – 9,9995073,330,3844.41

10,000 – 49,9994578,090,53510.72

50,000 – 99,999402,761,1773.66

100,000 – 499,999284,377,8845.80

500,000 – 999,99921,294,9601.72

1,000,000 Over648,454,84364.19

Total10,61475,484,083100.00

Registered addresses of shareholders as at 31 July 2020 were:

ADDRESS

NUMBER OF

SHAREHOLDERS

% OF

SHAREHOLDERS

NUMBER OF

SHARES

% OF

SHARES

Singapore100.0933,609,51844.53

New Zealand10,35197.5241,549,98555.04

Australia1391.31169,1020.22

Other1141.07155,4780.21

Total11,577100.0075,484,083100.00

Corporate
Directory

100 | PGG WRIGHTSON LIMITED

Board of Directors

As at 30 June 2020

Rodger Finlay

Chairman

Joo Hai Lee

Deputy Chairman

David Cushing

Sarah Brown

U Kean Seng

Seah Lim Siang (Ronald)

(retired 31 August 2019)

Executive Team

As at 30 June 2020

Stephen Guerin

Chief Executive Officer

Nick Berry

General Manager Retail & Water

Julian Daly

General Manager Corporate Affairs/

Company Secretary

Grant Edwards

General Manager Wool

Peter Moore

General Manager Livestock

Peter Newbold

General Manager Real Estate

Peter Scott

Chief Financial Officer

Rachel Shearer

General Manager Human Resources

(From February 2020)

Registered Office

PGG Wrightson Limited

1 Robin Mann Place

Christchurch Airport

Christchurch 8053

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.

PGG Wrightson Retail Team Leader,

Troy Mackey, arrives at Beaumont

Station near Millers Flat in Central

Otago in July 2020.

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.

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