EBOS Group Limited/Announcement
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EBOS Group Annual Report 2021

Annual Report28 September 2021EBOHealthcare

As we have continued to respond
to challenges in our society,

it is our people who have stood

tall in a time of need, going

above and beyond to ensure

that EBOS fulfils its commitment

to providing essential healthcare

and animal care services across

our key markets.

2021 Annual Report
Contents

04 Foreword

06 Summary of Results

08 CEO & Chair Report

14 EBOS Group Overview

16 Our People

22 Environment, Social

and Governance

24 Community and Environment

28 Business Highlights

34 Our Board

04

Business Overview

36 Financial Summary

40 Independent Auditor’s Report

44 Financial Statements

36

Financials

96

Corporate Governance

98

Remuneration

106

Directors’ Interests

and Disclosures

111

Directory

All figures in this report are in Australian dollars, unless otherwise stated.
4EBOS Group Limited

2021 Annual Report

United by a common purpose of connecting

communities to care, EBOS’ team of more than

3,700 employees working across New Zealand,

Australia and abroad have demonstrated unwavering

resilience and dedication in continuing to deliver for

our customers and the communities that rely on us

every day.

As we have continued to respond to challenges in our

society, it is our people who have stood tall in a time

of need, going above and beyond to ensure that EBOS

fulfils its commitment to providing essential healthcare

and animal care services across our key markets.

Our commitment is supported by a proven

management strategy, which has seen EBOS focus on

long-term investments in our operations and being an

employer of choice, ensuring we attract and retain the

best talent to support our business objectives.

It is thanks to this approach that EBOS has further

reinforced its reputation as the leading healthcare and

animal care company in New Zealand and Australia,

which is reflected in our continued financial strength

as we deliver another year of growth and increased

returns for our valued shareholders.

This year’s Annual Report is a rightful reflection on our

efforts to withstand one of the most challenging periods

our society has faced and an acknowledgement of all

in our business who have ensured that EBOS continues

to fulfil its commitment to all New Zealanders and

Australians.

Foreword

Highlights

Our shareholders

11,650

88.5c

shareholders

total dividends per share (NZ)

$9.2

$188.2

114.9c

billion revenue

million underlying NPAT

underlying earnings per share

*Includes all offices and warehouses in New Zealand
and Australia.

Business

Overview

Corporate


Governance

Remuneration

Directors’ Interests


and Disclosures

Directory

Financials

5EBOS Group Limited

2021 Annual Report

Our business

3,700

employees

Australia

72%

63

*


locations in New

Zealand and Australia

New Zealand

28%

This year’s Annual

Report is a rightful

reflection on our efforts

to withstand one of the

most challenging periods

our society has faced and

an acknowledgement of

all in our business who

have ensured that EBOS

continues to fulfil its

commitment to all New

Zealanders and Australians.

2021 Annual Report
Summary of Results

Financial Highlights

$9.2

billion revenue

$188.2

million underlying net profit after tax

114.9c

underlying earnings per share

NZ88.5c

dividends per share

Reported Results

2021

290.7

2021

185.3

2021

294.5

2021

188.2

260.5

2020

162.5

2020

263.1

2020

162.9

2020

218.3

2019

137.7

2019

229.6

2019

144.4

2019

218.2

2018

137.3

2018

218.2

2018

137.3

2018

1 9 7.1

2017

125.9

2017

204.4

2017

130.9

2017

Five year EBIT trend for the year to 30 June ($millions)

Five year NPAT trend for the year to 30 June ($millions)

Underlying Results

Five year EBIT trend for the year to 30 June ($millions)

Five year NPAT trend for the year to 30 June ($millions)

Underlying Results are adjusted for one-off items.

6EBOS Group Limited

+ 5.0% increase

+ 15.5% increase

+ 14.0% increase

+ 14.2% increase

Business
Overview

Corporate


Governance

Remuneration

Directors’ Interests


and Disclosures

Directory

Financials

7EBOS Group Limited

2021 Annual Report

Segment and Divisional Earnings Overview

Data based on gross operating revenue, which comprises revenue less

cost of sales (including any adjustments to inventory).

Pharmacy

51%

Institutional

26%

Animal Care

14%

Contract Logistics

9%

Healthcare

86%

Animal Care

14%

Australia

80%

Australia

86%

New Zealand

20%

New Zealand

14%

RevenueUnderlying EBIT

2021 Annual Report
CEO & Chair Report

8

Once again, the success we

have achieved as a business in

the 2021 financial year is due

to the efforts of our more than

3,700 employees across

New Zealand and Australia.

EBOS Group Limited

Business
Overview

Corporate


Governance

Remuneration

Directors’ Interests


and Disclosures

Directory

Financials

9EBOS Group Limited

2021 Annual Report

As we continue to navigate our way through

uncertain times, we are pleased to report on the

2021 financial year and another record financial

result for EBOS.

The record result is reflective of the combined

strength of EBOS’ diverse portfolio of high-

performing businesses together with the

extraordinary contribution of our people who

have continued to serve and provide for our

communities across New Zealand and Australia.

Highlights

In this time of ongoing uncertainty, EBOS’

adherence to our core business strategy and our

unwavering commitment to the communities we

serve has ensured we remain a valued partner

for our customers, government and other

stakeholders, while continuing to deliver strong

returns for our shareholders.

Once again, the success we have achieved as a

business in the 2021 financial year is due to the

efforts of our more than 3,700 employees across

New Zealand and Australia.

Throughout this report, we highlight examples of

the extraordinary commitment by our employees

during the year. From those in our distribution

centres responsible for delivering our healthcare

and animal care products, to the pharmacists in

our HPS network on the front line who provide and

administer care and advice to customers, we have

witnessed countless examples of our employees

going above and beyond to continue to deliver for

our customers and our communities.

Throughout 2021, EBOS has been working

closely with the New Zealand Ministry of Health

(MoH) to facilitate the rollout of the COVID-19

vaccine across the country. It is testament to the

professionalism of our Healthcare operations that

we were chosen to be a provider to the MoH of

logistical services for the COVID-19 vaccine.

The handling of the Pfizer-BioNTech vaccine,

which has been the primary focus of vaccination

efforts in New Zealand to date, requires special

handling and low temperature storage between

–60 and –90 degrees Celsius. Faced with this

unique challenge, EBOS was the first in market

to design and source a solution for the ultra-low

temperature storage required. The ingenuity,

resourcefulness and dedication of our people

involved in this significant logistical operation is to

be commended.

In our Australian Community Pharmacy business,

it has been very pleasing to see the continued

strong growth of TerryWhite Chemmart (TWC)

over the last 12 months. TWC welcomed 36 net new

pharmacies during the period, which is the largest

annual increase on record. Building on store

growth in previous periods, these new pharmacies

further strengthen TWC’s position as Australia’s

largest health-advice oriented community

pharmacy network. The strong performance of

TWC was also driven by continued increases in

marketing investment, successful implementation

of e-script readiness and continued vaccination

leadership. During the 2021 flu season, our TWC

network administered more than 245,000 flu

vaccines via a dedicated patient booking system

and it is this proven expertise in administering

vaccines, together with on-site clinic rooms

and leading training programs, that have TWC

well positioned to play a key role administering

vaccines as part of Australia’s COVID-19

vaccination program.

In line with our strategy of investing for growth

through acquisitions, EBOS increased its portfolio

of businesses with two acquisitions completed

prior to 30 June. The first of these was the

acquisition of medical devices and distribution

company Cryomed in October 2020. Established

in 2013, Cryomed markets and distributes devices

and consumables used in aesthetic procedures

in Australia and New Zealand. In our Animal

Care segment, EBOS acquired the veterinary

wholesale business of CH2 in late 2020, which was

then successfully integrated with Lyppard, our

Australian veterinary wholesaling business.

Subsequent to 30 June, the Group completed the

acquisition of Pioneer Medical, which is a New

Zealand based importer and distributor of spine

and major joint implants and associated surgical

technologies for orthopaedic and neurosurgery.

This represents our third acquisition since entering

the medical device distribution market in 2019, and

will result in the combined business generating

aggregate annualised revenue of more than

$70 million. We will continue to pursue further bolt-

on acquisitions focusing on therapeutic areas that

offer promising organic growth, with the objective

of building a significant business over time.

In addition, EBOS has a high degree of certainty

of executing a further acquisition in the near

term that will contribute to further growth in our

Institutional Healthcare division.

10EBOS Group Limited
2021 Annual Report

CEO & Chair Report

The unpredictable nature

of COVID-19 has required

EBOS to be flexible in

managing individual

situations across our

New Zealand and

Australian operations.

Our Animal Care segment achieved strong results

in the financial year, with increased pet ownership

and trends such as the humanisation of pets and

premiumisation of pet care products combining to

drive market growth. With more people remaining at

home due to COVID-19 restrictions, pet ownership in

New Zealand and Australia has increased and, with

consumers spending more time with their pets, there

has been a heightened demand for high quality animal

care products.

In an exciting new development, we are pleased to

announce a significant capital investment in our

Animal Care segment. A new state-of-the-art pet food

manufacturing facility located in NSW, Australia,

is under construction at a cost of approximately

$80 million and will facilitate insource manufacturing

of Black Hawk as well as accelerate new product

development opportunities. This initiative is expected

to generate returns over the medium term in line with

the Group’s return on capital employed.

COVID-19

The unpredictable nature of COVID-19 has required

EBOS to be flexible in managing individual situations

across our New Zealand and Australian operations.

Our businesses continue to stringently follow COVID-19

protocols and the advice of local authorities as

applicable to the circumstances at the time.

Throughout the pandemic, we have implemented strict

controls with the objective of keeping both our people

safe and our primary distribution facilities open to

ensure the uninterrupted supply of medicines across

the community.

The EBOS Pandemic Response Team, consisting of

the CEO and direct reports, continues to oversee all

COVID-19 related matters impacting our employees

and businesses. The impacts of lockdowns and other

restrictions has put extra demands on the business

and our people. We are very conscious of the wellbeing

and safety of our people and have invested in extra

resources to assist us through the pandemic.

Community and ESG

During the financial year, EBOS invested significantly

in the development of our Environmental, Social and

Governance (ESG) Program. As first reported last

year, this program is a key initiative for the future of

EBOS that will serve as the framework for responsible

governance and organisational practices to ensure we

continue to meet the expectations of our stakeholders

and maintain our social licence to operate. Many of the

initiatives that fall within the remit of our ESG Program

have been established for some time; however, the

intention of the Program is to formalise this activity in a

way that is measurable and can be accurately reported

on. Importantly, we also seek to highlight areas where

we can continue to improve, thereby enabling more

structured governance, evaluation and disclosure as

part of our comprehensive approach to responsible

corporate leadership.

It is therefore pleasing that, in tandem with the release

of this year’s Annual Report, we are also releasing EBOS’

first Sustainability Report, which reports on our ESG

activity over the financial year. The highlights of the

Sustainability Report are presented on pages 22–23 of

this report and it is pleasing to see the progress that we

have already made in such an important area.

Our Employees

At the conclusion of 2020, EBOS released an internal

publication, Our Heroes, which highlighted the

extraordinary efforts of our people in a year like no

other. The publication focused on the experiences of

a selection of EBOS employees who went above and

beyond in continuing to service our customers and

our communities, despite being faced with significant

adversity and ever changing circumstances.

11EBOS Group Limited
2021 Annual Report

Business

Overview

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Governance

Remuneration

Directors’ Interests


and Disclosures

Directory

Financials

We feature a selection of stories from our ‘heroes’

throughout this report, which provides a snapshot of

these moments of exceptional effort, commitment,

ingenuity and collaboration to get the job done

under, at times, the most difficult of circumstances.

We see here the very best of our people and the

Board and Executive Leadership Team once again

thank them for their efforts and recognise the

enormous contribution all our 3,700 employees have

made over the past year and continue to make as

we move forward.

Our Board

Over the last two years, three new directors have

joined our Board and our Board size has increased

by two to seven directors. Most recently, Dr Tracey

Batten was appointed to our Board, effective

1 July 2021, and she will stand for election at the

next Annual Meeting. Tracey has had an extensive

executive career in the healthcare sector in

Australia and the United Kingdom and is now a

non-executive director and resides in New Zealand.

Our Board has a diverse range of skills and a wealth

of industry and governance experience, which has

been especially critical over the last 18 months

and will continue to be necessary with the ongoing

uncertainty. Our Board has been planning for

succession as there are directors with long tenures

who have an intention to retire over the next few

years. Succession takes time as we wish to ensure

the stability and culture, which has underpinned

EBOS’ success, is maintained.

Dividend

The Directors have announced a final dividend of

NZ 46 cents per share which takes full year

dividends to NZ 88.5 cents per share, an increase

of 14.2% on the prior year.

Outlook

EBOS has continued to demonstrate the benefits

of our diversified Healthcare and Animal Care

strategy, despite the challenges of COVID-19,

delivering strong earnings growth in FY21 and

we expect to be able to generate further growth

in FY22.

The Group’s portfolio of businesses has proven

to be very resilient throughout the COVID-19

pandemic; however, the situation in Australia with

its major states in and out of lockdowns is evidence

of the material uncertainties that exist and that

may impact upon the Group’s future trading

performance.

We thank our shareholders for their ongoing

support and the trust placed in the Board,

Executive and employees of EBOS.

John Cullity

CEO


Elizabeth Coutts

Chair

12EBOS Group Limited
2021 Annual Report2021 Annual Report

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13EBOS Group Limited

2021 Annual Report2021 Annual Report

Our heroes

As the North Island Field Sales Manager

for Masterpet’s specialty retail division,

a key challenge for Michael and his

team in the early days of the pandemic

was helping their more than 400

customers navigate the confusion

of the initial lockdown and whether

they, as speciality pet retailers, could

continue to operate. Lockdown also saw

the Masterpet sales team quickly adapt

to good effect by rolling out business

improvement projects, including

aligning the company to a local

ecommerce platform to add extra value

for their customers.

Michael Hallows

Northern Field Sales Manager

Masterpet NZ

Michael with long standing EBOS customer, Bird Barn. EBOS has been servicing

Bird Barn since 1982, making them one of our oldest customers in New Zealand.

EBOS Group Overview
Institutional Healthcare

Healthcare

Community Pharmacy

2021 Annual Report

14EBOS Group Limited

Contract LogisticsAnimal Care
Animal Care

Business

Overview

Corporate


Governance

Remuneration

Directors’ Interests


and Disclosures

Directory

Financials

EBOS Group Limited15

16EBOS Group Limited
2021 Annual Report

Our People

The past year has once again reinforced the dedication

and resilience of the more than 3,700 EBOS employees

across New Zealand and Australia.

Whether they are in our distribution centres picking and

packing essential healthcare and animal care products,

standing on the front line as hospital pharmacists,

or working hard behind the scenes to support and

coordinate our daily efforts as an essential services

provider, all of our people have an important role to play

in ensuring we deliver for our customers.

Through the unique skills that they each bring, it is our

people who are central to ensuring we maintain our

position as a market leader across New Zealand and

Australia. And it is our commitment, as an organisation,

to support our people by ensuring they come to

work each day knowing they are safe, respected and

appreciated for the contributions they make.

As part of this commitment to being an employer of

choice and to ensure we attract and retain the best

talent, we strive to provide opportunities for our people

to grow – to develop their skills and advance their

careers – while also recognising those among us who go

above and beyond in their contributions to EBOS.

GEM (Great Efforts Matter) Awards

The past 18 months have brought out the very best

in our people and we could not be prouder of the

unwavering dedication they have shown in the face of

challenging circumstances.

Accordingly, our annual employee awards – the GEM

Awards – took on special meaning in 2020 as we

recognised those among us who went the extra mile in

servicing our customers during times of need.

While we were not able to convene in person to

celebrate the GEM Awards, we ran a virtual event to

recognise our award recipients, with the following EBOS

employees recognised:

GEM Awards recipients:

Scott Bishop – Masterpet

Rachel Blight – Symbion

Simon Boliancu – Symbion

Phillip Carruthers – Lyppard

Navin Chand – Healthcare Logistics

Theo Chronopoulos – Symbion

Brodie Creaser – Intellipharm

Tracy Endacott – Lyppard

Kylie Fenwick – TerryWhite Chemmart

Michael Hallows – Masterpet

Jared Holmes – ProPharma

Emily Kath – Symbion

Lisa Koh – Symbion

Mejaney Kuo – Endeavour Consumer Health

Annisia Lesik – Symbion

Michael Mamo – Masterpet

Stuart McAskill – Masterpet

Tailua Mika – Healthcare Logistics

Gabrielle Palmer – Masterpet

Bem Phan – EBOS Group Finance

Mohamed Ramulan – Onelink

Suresh Reddy Mallepally – Endeavour

Consumer Health

Dawei Shi – Healthcare Logistics

Mihir Thakkar – EBOS Healthcare

Shaun Todd – Masterpet

Nona Tuiuli – Onelink

Dianne Tyrell – Symbion

Cathryn Weymouth – Lyppard

Belinda Wiemers – LMT Surgical

Cheumen Yen – EBOS Group IT

Kelly Young – TerryWhite Chemmart

17EBOS Group Limited
2021 Annual Report

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and Disclosures

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Financials

The past 18 months have

brought out the very best in

our people and we could not

be prouder of the unwavering

dedication they have shown

in the face of challenging

circumstances.

18EBOS Group Limited
2021 Annual Report

Sharleen Paul

Operations Manager

Onelink Dunedin, NZ (now at Healthcare Logistics)

Working closely with the Southern District Health Board (DHB),

Onelink Dunedin had a critical role behind the scenes to help

facilitate New Zealand’s strong pandemic response across the

South Island. Overseeing the site’s warehouse operations was

Sharleen Paul, who had to coordinate her team’s efforts to support

the DHB response. This included extending operating hours from

five to seven days per week, introducing a night shift and bringing

on board new staff to ensure they could meet the increased

demand. Sharleen credits Onelink Dunedin’s strong relationship

with the DHB as the primary reason they were able

to overcome the challenges of COVID-19.

19EBOS Group Limited
2021 Annual Report

Business

Overview

Corporate


Governance

Remuneration

Directors’ interests


and Disclosures

Directory

Financials

Our People

Heroes campaign

Late last year, EBOS launched a campaign called

‘Our Heroes’, which reflected on the efforts of our

people in supporting communities during times of

need, such as the 2019–20 Australian bushfires and

COVID-19.

We discovered incredible stories of sacrifice from

team members who remained distant from family

and friends for long periods of time to ensure they

could continue to safely perform their duties at work.

Others worked extraordinary hours during the height

of the pandemic to ensure EBOS was able to continue

to deliver for our customers in the face of unexpected

demand and we also heard how our teams adapted

to working from home and under robust health

guidelines.

These stories were many and, while we were not able

to capture the efforts of everyone across EBOS, we

have included a selection of these stories throughout

this year’s Annual Report.

Rolling out new workplace policies

In 2021, EBOS was proud to implement a series of new

workplace policies, which provide our employees with

guidance on acceptable workplace behaviour and

outline our efforts to promote an inclusive workforce.

The new policies cover diversity and inclusion,

recruitment and selection and flexible working and

form the foundation of EBOS’ overarching Diversity

and Inclusion Strategy.

The intent of these policies is to ensure that EBOS

continues to build a diverse and inclusive culture

and workforce that is reflective of community

expectations. With a workforce comprising nearly

60% women, we are already performing strongly

in this area; however, we understand that we must

continually strive to build a strong and diverse

workforce by promoting equal opportunity for people

of all cultural, ethnic and religious backgrounds and

increasing diversity in our leadership teams.

Coinciding with the launch of these policies and in

an effort to be an active participant in initiatives

that celebrate diversity in the workplace, we again

acknowledged International Women’s Day (IWD)

across the business in March. As part of IWD,

we welcomed former elite Australian rules footballer,

television and radio sports commentator Chyloe

Kurdas as a keynote speaker.

Healthcare Logistics NZ named Employer of the Year

Healthcare Logistics NZ (HCL NZ) was proud to have

been named as Employer of the Year by employment

support organisation PolyEmp.

PolyEmp is a charitable trust that supports young

people with learning disabilities towards their goal

of sustainable employment. For the past 25 years,

the organisation has been assisting those at risk of

falling through the cracks and believes that all people

have a right to contribute to society through equal

employment opportunities.

The award recognises HCL NZ’s commitment to

diversity, inclusion and acceptance in its approach to

helping job seekers achieve sustainable employment

in the business. Last year, HCL NZ provided two

jobseekers from PolyEmp with opportunities in the

business and both have gone on to become valued

permanent employees.

The intent of these

policies is to ensure that

EBOS continues to build

a diverse and inclusive

culture.

The HPS Approved Pharmacy at John Fawkner Oncology looks after seven
hospitals across Victoria, each with their own unique requirements. Lydia Leong

supported the pharmacy team to navigate the challenges of the pandemic while

also guiding the unit through a period of significant change. The pharmacy’s

ability to adapt to this change and overhaul the site’s workflow and processes

during a pandemic was critical to ensuring they could continue to service their

customers and emerge as a more efficient and robust unit.

Lydia Leong

Pharmacist, HPS Pharmacies

John Fawkner Oncology

Brett Hamilton
Manager, Onelink NSW

In the first few months of

the pandemic, Onelink NSW

experienced significantly

increased demand from one

of their major clients, NSW

Health, requiring Brett and

his team to step up quickly to

support the department’s rapid

acquisition of vital pandemic

stock and personal protection

equipment. To meet this

challenge, Brett and his team,

with the support of EBOS head

office staff, quickly brought

online a temporary warehouse

nearby their main distribution

centre to ensure Onelink was

able to rapidly respond to

this additional demand. More

recently, Onelink NSW has

also played an important role

managing medical consumables

at the Sydney Olympic Park

mass vaccination hub.

22EBOS Group Limited
2021 Annual Report

Environment, Social

and Governance

For over a decade, EBOS has

been supporting communities

across New Zealand and

Australia through a range of

charitable endeavours, and

socially and environmentally

responsible activities that

define our commitment

to being a good corporate

citizen.

As an organisation, we acknowledge

that the way in which we articulate,

deliver, and measure this activity

drives perceptions, opinions and trust

among key stakeholders and the

community and ultimately ensures

we maintain our social licence to

operate.

To ensure we have more structure

in how we measure our activity

in this space and build upon

our Environmental, Social and

Governance (ESG) responsibilities,

EBOS has developed a formal ESG

Program. This Program sets out the

actions we will take to ensure we

consistently and sustainably deliver

on our responsibilities as a provider

of critical network infrastructure,

products and services.

As part of this program, EBOS has

released our inaugural Sustainability

Report which focuses on our five

key pillars: Health and Animal Care

Partners, Consumers and Patients,

Community and Environment, Our

People, and Responsible Business.

Our Sustainability Report references

the Global Reporting Initiative (GRI).


23EBOS Group Limited

2021 Annual Report

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Overview

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Financials

Health & Animal

Care Partners

Consumers


& Patients

Community


& Environment

Our PeopleResponsible Business

Enabling the delivery of

world class healthcare

and animal care to

communities across

New Zealand and

Australia.

Through investing

in our business, we

have the critical

infrastructure and

robust quality

management systems


that support

professionals and

government in the

delivery of reliable and

efficient healthcare

and animal care.

Ensuring we continue

to support our

partners to care for

patients, consumers

and pets in pharmacy,

hospital, primary and

aged care, veterinary

services, retail and

other settings.

Caring for the

consumers of our

products and services

by conducting our

business in a socially

responsible manner.

In designing and

developing our

products, we take

into account their

real impact through

the value chain; this

means sourcing

materials from ethical

and responsible

suppliers, reducing

waste and finding

practical packaging

solutions that minimise

our impact on the

environment.

Whether we are

providing a product or

service, we do so with

our consumers top

of mind. Trust is built

through the decisions

and choices we make

every day.

Supporting the

communities we

serve and facing the

challenges of creating

a fairer, more equitable

and sustainable

society.

We empower our

people to make a

difference and improve

the lives of people,

animals and the

environment.

This means supporting

causes close to

us and being an

active participant in

charitable and social

endeavours that make

our communities

stronger.

Our commitment

extends to the

environment and

ensuring we develop

and encourage

sustainable business

practices.

Building an engaged,

diverse and talented

workforce with a focus

on health, safety and

wellbeing is the key to

our success.

We foster a culture of

safety and wellbeing

and support our

employees to lead

healthy, balanced lives.

We attract and build

a diverse and talented

workforce, investing in

their development to

provide them with the

skills and capabilities

to deliver.

We recognise and

reward performance

in a fair and equitable

way, encouraging

our people to strive

for excellence in

everything they do.

Ensuring ethical and

responsible behaviour

and practices

throughout our

business.

We ensure that

responsible

business practices

are implemented

throughout the

organisation, and will

continue to build trust

with our stakeholders

by ‘doing the right

thing’.

We recognise the

importance of legal

compliance, ethical

trading of products

and services, and

upholding good

corporate governance

practices, including

transparent corporate

reporting.

Consumers

& Patients

Managing the impacts of our

products

• Waste and packaging

• Responsible procurement

Upholding our Quality Promise

• Quality Management System

• Compliance

Environmental Resilience

• Carbon offsetting

• Minimising our impact

Reaching out to help out

• Supporting causes close to us

• Advancing equity, fairness and

opportunity in society

Delivering essential infrastructure

for human and animal health

• Community service role

• Nurturing customer and

government relationships

Implementing robust systems

• Business continuity management

• Data and technology security/

privacy

Health & Animal

Care Partners

• Legal compliance

• Reporting with integrity

• Ethical behaviour

• Corporate governance

Responsible Business

• Employee safety, health and wellbeing

• Culture and engagement

• Talent and capability

• Performance and reward

– recognition

Our People

Community

& Environment

24EBOS Group Limited
2021 Annual Report

TerryWhite Chemmart helping researchers close in on

a cancer breakthrough

For the past 15 years, TerryWhite Chemmart (TWC) has

been a proud supporter of Ovarian Cancer Australia

and its fight against the deadliest cancer affecting

Australian women.

Over the journey, TWC has been proud to raise more

than $1.5 million for the charity, which has helped bring

Ovarian Cancer Australia closer than ever to improving

treatment for the cancer.

‘We need more evidence and more resources to improve

the lives of the women with this horrific cancer and

we’ve made enormous progress over the last few years

with thanks to our generous supporters like TerryWhite

Chemmart,’ said Ovarian Cancer Australia CEO Jane

Hill.

‘Our advocacy efforts have resulted in the Australian

Federal Government awarding $35 million for critical

research projects in the past two years. The fact

researchers are confident we’re closer to finding a cure

for advanced disease than ever before truly fills us and

the ovarian cancer community with real hope.’

TWC CEO Duncan Phillips said it gave him immense

pride to see the fundraising efforts of the TWC network

of pharmacies support Ovarian Cancer Australia

ever y year.

‘There are many in our network who mark February’s

Ovarian Cancer Awareness Month as one of the key

events on their calendar,’ he said.

‘They are truly passionate crusaders for the cause

Ovarian Cancer Australia themselves started 20 years

ago and we are incredibly pleased to hear that our

efforts are contributing to the significant progress

being made around research.’

This year, in further acknowledgement of the 15-year

partnership, TWC has committed to giving away 15,000

free Symptom Diaries to support women to better

understand the signs and symptoms associated with

ovarian cancer. In addition, TWC has also committed to

raising $150,000 across its network of pharmacies by

the end of the year.

Supporting the Beirut port explosion recovery

In early August 2020, a major explosion occurred in the

port region of Beirut, claiming more than 200 lives and

leaving around 300,000 residents homeless.

Soon after the explosion, our EBOS Healthcare team

received a call from a former colleague, who now works

for a major logistics company, calling for donations to

support those displaced and injured by the disaster.

EBOS Healthcare’s Kingsgrove Warehouse team

responded rapidly, picking and packing seven pallets

of products, which were delivered directly to Beirut via

Community

and Environment

TWC CEO Duncan Phillips with Ovarian Cancer Australia CEO Jane Hill and

Victorian State Health Minister Martin Foley at Teal Ribbon Giving Day

25EBOS Group Limited
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a charter flight. In total, EBOS Healthcare employees

donated more than $11,000 worth of goods, with

each pallet also including handwritten messages of

support from the Kingsgrove Warehouse team.

Investments in rooftop solar systems

EBOS continues to make investments in renewable

energy sources as part of our commitment to

increasing sustainability across our business.

Over the past 18 months, we have installed 1,980sqm

of solar panel systems across our sites. Our most

recent installation at Symbion’s South Australian

distribution centre offsets approximately 70% of the

site’s daytime energy use.

Offsetting carbon emissions and increasing

climate resilience

For more than a decade, EBOS has maintained

a close association with leading not-for-profit

Greenfleet to offset carbon emissions from our

operations. Through Greenfleet’s work to advance

climate protection through the restoration of

native forests, EBOS offsets 100% of greenhouse

gas emissions associated with contracted logistics

in our Healthcare segment across New Zealand

and Australia.

Since 2007, our partnership with Greenfleet has

helped increase climate change resilience through

the restoration of biodiverse ecosystems and the

provision of critical habitat for native wildlife.

Read more about two key Greenfleet projects below.

Ātiu Creek, NZ

First opened in 2008, the Ātiu Creek Regional Park

is a publicly accessible space that is managed by

the Auckland Regional Council. A mix of countryside

pasture, groves of mature exotic trees and native

bush, the park is also home to three nationally

threatened bird species – the NZ dabchick, brown

teal, and the North Island brown kiwi – and has intact

areas of coastal forest which are now rare nationally.

The 847-hectare park is the third largest regional

park in the Auckland region and is managed

and operated by the council on the principles of

protection, preservation and enhancement of its

natural and cultural values.

As part of an ongoing reforestation project,

Greenfleet and NZ supporters CardLink have

teamed up and planted more than 1,000 native trees

at the park.

Whitehurst, Victoria

Back in 2012, the rolling hills of Whitehurst, which

is located about an hour from Wilsons Promontory

in Victoria, were barren and severely lacking in

vegetation, which increased the risks of flooding

and landslides.

Over the past nine years, Greenfleet has led a

significant transformation of the property that has

seen nearly 21,000 trees planted, including native

species such as Blackwood, Silver Wattle and

Southern Blue Gum. Over its lifetime, this forest will

capture more than 23,000 tonnes of CO

2

-e from the

atmosphere.

The property is now a tranquil and biodiverse retreat

that also includes a wildlife habitat that is home to a

range of native animals, including swamp wallabies,

echidnas and wombats.

Over the past 18 months,

we have installed

1,980sqm of solar panel

systems across our sites.

Solar panels at Symbion Underdale, South Australia

Whitehurst, Victoria

26EBOS Group Limited
2021 Annual Report

Our Ongoing Commitment

to Reconciliation

EBOS recognises that we have a responsibility to assist

in Australia’s efforts to become a more reconciled

nation. Our offices and distribution centres are located

in all Australian states and territories and we value

the significant contribution that a culturally diverse

workforce brings to our business. Our national reach

means that we have the ability and responsibility to

effect change both locally and nationally.

At the start of this journey, EBOS set our own unique

vision and objectives for reconciliation. We are in

the second year of our reconciliation journey, and

our current Reflect Reconciliation Action Plan (RAP)

captures our learnings from the past year. Importantly,

we have achieved many of the reconciliation objectives

that we set for ourselves in our first year.

Some key highlights include:

• Identifying the need for Cultural Awareness training

and extending this to all Executives, Operations

Managers and other leaders across the business.

• Raising the internal understanding of Aboriginal and

Torres Strait Islander people’s cultural protocols

and commencing Welcome to Country and

Acknowledgement of Country protocols.

• Celebrating National Aborigines and Islanders Day

Observance Committee (NAIDOC) Week and holding

events at many of our Australian sites, as well as

sharing resources internally including an interview

with keynote speaker Marlee Silva, author and host

of the podcast series

Always was, always will be our

stories

.

As we now move on to our second Reflect RAP,

our focus areas include:

• Extending Cultural Awareness training sessions.

• Encouraging and supporting our employees to

participate in external events to recognise and

celebrate National Reconciliation Week (NRW) and

NAIDOC Week.

• Communicating quarterly RAP updates to employees

across Australia.

• Improving Aboriginal and Torres Strait Islander

supplier diversity.

• Investigating Aboriginal and Torres Strait Islander

employment opportunities.

• Investigating opportunities to improve health

outcomes for Aboriginal and Torres Strait Islander

peoples.

These focus areas will provide the solid foundations

to ensure our future RAPs are meaningful, mutually

beneficial and sustainable. As we continue on this

journey, we remain committed to and guided by our

vision for reconciliation, which is:

To create a society that is

fair, equal and just for all

Australians, where relationships

are strengthened between

Aboriginal and Torres Strait

Islanders and non-Indigenous

peoples, for the benefit of all

Australians.

We seek to understand and

embrace reconciliation at EBOS

Group and develop a greater

understanding of Aboriginal

and Torres Strait Islander

Peoples and their cultures.

27EBOS Group Limited
2021 Annual Report

28EBOS Group Limited
2021 Annual Report

EBOS’ Healthcare segment delivered another year of strong growth,

underpinned by the ongoing commitment of our employees to delivering

for our customers and supporting each other.

Business Highlights

Healthcare

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As a result of the pandemic, we experienced

heightened demand for critical healthcare products.

This required our teams to navigate the complexities

associated with procuring stock affected by supply

chain disruption, while continuing to support

government coordinated COVID-19 testing and

management strategies across New Zealand and

Australia.

While these challenges have been significant at times,

it is thanks to the efforts of our employees that we

have withstood the test. Supported by the strength

of our systems and infrastructure, our businesses

successfully continued to prioritise the delivery of

world class healthcare products to our customers.

Behind the scenes and on the frontline, we have

continued to adapt to the new normal of being

prepared to work from home should events dictate

and it is our employees who have risen to the task

with resilience, flexibility and dedication. Across the

Healthcare segment, there have been countless

stories of our employees going above and beyond,

including:

• teams in our distribution centres working extended

hours to meet the demands of the pandemic.

• IT teams working tirelessly to overhaul our systems,

in some cases overnight, to ensure that we could

adjust to new supply arrangements to support

government and community-led health responses.

• our legal team securing rapid lease agreements that

enabled us to bring online additional warehouse

capacity when it was needed most.

• supply chain and procurement teams working

around the clock to ensure we could effectively

source the stock required by our customers.

• our finance teams preparing budgets, forecasts,

monthly reports and other ad hoc analysis while

working remotely.

• administration support, customer service, business

development and Key Account Manager teams

working at the frontline of managing customer

feedback and handling the myriad of enquiries we

have received.

While COVID-19 has remained very much at the front

of our minds during the 2021 financial year, we have

also been called upon to support communities across

New Zealand and Australia as they have faced other

challenges.

EBOS plays a key role in NZ COVID-19 vaccine rollout

Throughout 2021, EBOS has been working closely

with the New Zealand Ministry of Health (MoH) to

facilitate the rollout of the COVID-19 vaccine across

the country.

While the New Zealand Government has secured

agreements with four vaccine manufacturers, efforts

have primarily focused on the Pfizer-BioNTech

vaccine, which requires special handling and low

temperature storage between –60 and –90 degrees

Celsius.

The process to ensure the safe handling of the vaccine

is complex and requires careful attention. Upon

receipt of the Pfizer-BioNTech vaccine, EBOS teams

unpack the vaccines, repack them into specially

designed racks and transfer them for storage in

freezers at –80 degrees. To ensure the integrity of

the vaccines, this process can take no longer than

five minutes. Upon confirmation from the MoH that

vaccines are required for distribution, our teams

repack the vaccines into smaller quantity packs ready

for transport and dispatch to hospitals, vaccination

centres, aged care centres, managed isolation and

quarantine facilities and anywhere else they are

required across New Zealand.

30EBOS Group Limited
2021 Annual Report

Supporting flood affected Australians

In March this year, communities across NSW and

Queensland experienced a significant flood emergency,

with many people losing their homes, businesses and

animals. In some regions, the flooding was so bad that

entire communities were cut off by road for days at a

time as rain continued to fall for much of the month.

To support those living in flood affected regions, EBOS

teams across NSW and Queensland worked tirelessly to

ensure people in these communities could continue to

access vital medicines essential to their health.

While it was a significant logistical challenge, it is one

that our teams are experienced in dealing with and well

equipped to handle. Regular communication with our

customers remained a priority, as some pharmacies

had to close and were unable to receive deliveries.

For those communities that were cut off by road,

EBOS worked closely with emergency services to

coordinate deliveries by boat to ensure the continued

supply of vital medicines and healthcare products.

EBOS is grateful for the support and collaboration

shown by the emergency services during this time and

would like to recognise the incredible efforts of our

teams across NSW and Queensland for their efforts to

support communities in need.

Collaboration drives record result for TerryWhite

Chemmart

Throughout the year, EBOS has united to provide

strengthened investment and support to the TerryWhite

Chemmart (TWC) network and its network partners,

which has helped EBOS’ flagship pharmacy business

deliver a year of record growth in 2021.

TWC welcomed 36 net new pharmacies during the

period, which is the largest 12 month increase of

network stores on record. This builds on store growth

in previous periods and further strengthens TWC’s

position as Australia’s largest health-advice oriented

community pharmacy network.

TWC network sales grew by 5.3% and, on a

like-for-like basis, increased by 3.6%. This performance

was driven by new store growth, continued above-

market increases in marketing spend and improved

promotional and category initiatives.

Central to the success of TWC over the period has

been a focus on increased collaboration with other

EBOS businesses and entities. TWC forged a range of

innovative partnerships over the period, including:

• working with Minfos to provide TWC pharmacists with

workflow efficiency support tools for dispensary and

updates to software to enhance better buying and

margins;

• Intellipharm loyalty system integration to support

sophisticated and personalised digital pathways for

customers;

SES volunteers delivering Symbion medical and healthcare products during the March 2021 floods

31EBOS Group Limited
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• Symbion rolling out improvements for electronic

document delivery to reduce the costs of

receipting;

• developing a market leading patient program for

biologicals in conjunction with our 100% subsidiary

Zest;

• Healthcare Logistics expanding facilities to support

TWC’s Private Label distribution service; and

• rolling out creative customer packaging solutions

for vitamins, minerals and supplements in

collaboration with DoseAid.

TWC continues to explore further opportunities

to enhance its product offering, with sourcing

discussions and new product developments

underway in collaboration with other EBOS

divisions, including Endeavour Consumer Health,

EBOS Healthcare and our growing medical devices

business.

We were also pleased to see TWC perform strongly

in the 2021 supplier survey conducted by Advantage

Group, which canvasses the views of suppliers on the

top retail brands in Australian pharmacy. Pleasingly,

TWC ranked fourth in this survey, after coming

eighth in 2020 and twelfth in 2019. This result is a

strong endorsement of the investments made to

increase supplier engagement across the business

through transformational changes to our behaviours

and capabilities, which support better collaboration

with our suppliers to achieve mutual growth.

TWC’s growth trajectory will continue with

the additional 36 net new pharmacies further

strengthening TWC’s position as Australia’s largest

health services community pharmacy network with

over 465 stores.

Symbion and TWC set to join forces for regional

drone trial

Symbion and TWC are further demonstrating their

commitment to innovation and collaboration by

joining forces for regional Australia’s first planned

trial of medicine deliveries via drone.

Working in partnership with Melbourne-based

company Swoop Aero, Symbion and TWC are

set to trial flights from the regional Queensland

town of Goondiwindi to patients living as far

as 130 kilometres away. The trial is designed to

demonstrate the ability of drones to provide greater

convenience and improved access to medicines for

those living in regional communities. Drone deliveries

of medicines could also be of critical importance in

situations where accessibility is limited in the event

of natural disasters.

Operating out of TerryWhite Chemmart Goondiwindi,

the trial will see drones fly fully automated flight

paths to a customer’s assigned destination before

dropping off its medicine delivery and returning to

base for the next assignment. The project is being

funded by EBOS and undertaken with the approval

of Australia’s aviation regulator, the Civil Aviation

Safety Authority.

Cryomed acquisition

During the 2021 financial year, EBOS further

expanded its interests in the growing medical

devices sector with the acquisition of Cryomed,

a leading provider of medical aesthetic devices and

technology to New Zealand and Australian markets.

In 2013, Cryomed distributed its first medical device

and quickly became a leading medical device

company in the region. Since that time, the company

has consistently launched innovative aesthetic

devices and consumable products in both markets.

Cyromed represents an important acquisition

for EBOS’ medical devices business and we are

committed to further investment in this growing

sector. EBOS has confidence that we can develop

our medical devices business into market leading

positions across multiple therapeutic areas over the

medium to long term. We are confident that, in time,

medical device distribution will represent another

significant pillar of our organisation.

We are confident

that in time, medical

device distribution

will represent another

significant pillar of our

organisation.

32EBOS Group Limited
2021 Annual Report

Red Seal cemented

its reputation as

a leading natural

consumer brand in

2021, headlined by

the launch of a new

range of natural

mouthwashes.

Red Seal drives further innovation in

natural health

Red Seal cemented its reputation as a leading

natural consumer brand in 2021, headlined by the

launch of a new range of natural mouthwashes.

Red Seal’s natural mouthwash was developed

in-house, highlighting EBOS’ capabilities in

delivering innovative new consumer offerings.

Owing to continued consumer demand for

natural oral care alternatives and Red Seal’s

established relationships with leading retailers,

the new mouthwash range is currently stocked

in Countdown, Foodstuffs and Woolworths

stores across New Zealand and Australia. Having

achieved strong uptake domestically, Red Seal will

continue its expansion in international markets in

the first quarter of the 2022 financial year.

In addition to the launch of its mouthwash range,

Red Seal was also pleased to roll out a new

supplement range designed to provide holistic

natural skin health and beauty support. The

range includes Collagen Builder, Deep Hydration,

Beauty Food+ and Overnight Renewal products

and was launched into Countdown stores across

New Zealand in May 2021.

Red Seal further expanded its market presence

with entry into New Zealand Chemist Warehouse

stores and increased the number of Red Seal

products being distributed through Australian

Woolworths stores.

33EBOS Group Limited
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Animal Care steps up efforts to support pet owners

Our Animal Care segment demonstrated strong growth

as our leading brands and market positions benefited

from the impact of COVID-19 on the pet sector.

With New Zealanders and Australians spending more

time at home due to COVID-19, there was a significant

increase in pet ownership during the 2021 financial year

that saw many people becoming pet owners for the first

time. This increased ownership and people spending

more time at home with their pets resulted in surging

demand for high quality animal care products and the

need for educational resources to assist all pet owners

through the challenging times.

Our Animal Care team realised that the circumstances

being experienced throughout 2020 by many new and

existing pet owners presented an opportunity to share their

significant expertise and build brand loyalty by developing

a suite of online tools and educational resources.

Leveraging in-house expertise and partnering

with external experts, including vets and animal

behaviourists, Black Hawk launched an online

campaign across web and social media featuring

educational content designed to help people to do the

best by their pets while navigating the challenges of the

pandemic. With many people having limited access to

their vets due to COVID-19 restrictions, Black Hawk also

hosted a series of live vet Q&A events on social media

that offered people the chance to ask the company’s

in-house vet important pet care questions.

Our VitaPet team also stepped up to support pet

owners by launching a new engagement platform

in October 2020 called VitaPet Central. With more

than 90,000 unique visitors in the first three months

after launch, VitaPet Central became an important

resource hub for pet owners, providing a wide variety

of information about raising and caring for animals.

There were a number of other key business highlights

across the segment, headlined by the launch of

Aristopet’s new range of flea and worm treatments for

dogs and cats. With only around half of Australian pet

owners regularly treating their animals for fleas and

worms, largely due to the high cost of other parasiticide

products, Aristopet’s new range of spot treatments

presents a more affordable entry point for pet owners,

without sacrificing on quality or efficacy.

EBOS commits $80 million for new Animal Care

manufacturing facility

In August 2021, EBOS announced an $80 million capital

investment for the development of a new state-of-the-

art pet food manufacturing facility in Parkes, NSW.

The new facility will enable EBOS to manufacture

Black Hawk’s leading range of pet food products

in-house for the first time. It will also help to accelerate

new product development initiatives through the

latest manufacturing technologies, enabling EBOS to

capitalise on attractive market opportunities and drive

continued growth in our Animal Care segment.

Construction on the 12,000m

2

facility is well advanced

and the site is expected to be operational in FY2022.

Business Highlights

Animal Care

34EBOS Group Limited
2021 Annual Report

Our Board

Elizabeth Coutts,

Independent Chair

ONZM, BMS, FCA

Elizabeth Coutts was

appointed to the EBOS

Group Limited Board in

July 2003. She is Chair

of the Remuneration

Committee and a

member of the Audit

and Risk Committee.

She is Chair of Oceania

Healthcare Limited

and Skellerup Holdings

Limited, Director of EBOS

Group subsidiaries in New

Zealand and Member,

Marsh New Zealand

Advisory Board.

Elizabeth is a former

Chair of Ports of Auckland

Limited, Meritec Group,

Industrial Research,

Life Pharmacy Limited,

former director of Air

New Zealand Limited,

the Health Funding

Authority, Sanford

Limited, the Yellow

Group of Companies

and Tennis Auckland

Region Incorporated,

former Deputy Chairman

of Public Trust, former

board member of Sport

NZ, former member of

the Pharmaceutical

Management Agency

(Pharmac), former

Commissioner for both

the Commerce and

Earthquake Commissions,

former external monetary

policy adviser to the

Governor of the Reserve

Bank of New Zealand,

a former president of

the Institute of Directors

Inc. and former Chief

Executive of the Caxton

Group of Companies.

Nick Dowling,

Independent Director

BCA (Hons); BA

Nick Dowling was

appointed to the EBOS

Group Limited Board in

February 2020 and is a

member of the Audit and

Risk Committee. Nick

is currently the Head of

Balmoral Australia,

a family office engaged

in the tourism, wine,

maritime services and

investment sectors. Prior

to Balmoral Australia,

Nick was Managing

Director and CEO,

Australia and New

Zealand, at New Hope

Group Co. Ltd, a private

Beijing based corporation

engaged in agribusiness

and food, real estate and

infrastructure, chemicals,

finance and investment.

He has also held senior

roles at UBS, Goldman

Sachs, JP Morgan and

Morgan Stanley. He

currently sits on the

Advisory Board of AEH

Group and is a director

of a number of Balmoral

Australia companies.

Dr Tracey Batten,

Independent Director

MBBS, MHA, FRACMA,

MBA, FAICD

Dr Tracey Batten was

appointed to the EBOS

Group Limited Board in

July 2021.

Tracey is currently

a non-executive

director of Medibank

Private Limited, the

Accident Compensation

Corporation and the

National Institute of

Water and Atmospheric

Research. She was

previously a non-

executive director of

Abano Healthcare Group

Limited and various

other healthcare related

research institutes,

charities and industry

and government bodies.

During her executive

career she was Group

CEO of Imperial

College Healthcare

NHS Trust in the United

Kingdom, Group CEO

of St Vincent’s Health

Australia, CEO of Eastern

Health and CEO of Dental

Health Services Victoria.

35EBOS Group Limited
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Sarah Ottrey,

Independent Director

BCOM, CF. Inst.D

Sarah Ottrey was

appointed to the EBOS

Group Limited Board

in September 2006.

She is a member of

the Remuneration

Committee. Sarah is

Chair of Whitestone

Cheese Limited and

a director of Skyline

Enterprises Limited and

subsidiaries, Mount Cook

Alpine Salmon Limited,

Christchurch International

Airport Ltd, Sarah Ottrey

Marketing Limited, and a

committee member of the

NZ institute of Directors

Otago/Southland Branch.

She is a past board

member of the Public

Trust and the Smiths

City Group. Sarah has

held senior marketing

management positions

with Unilever and

Heineken.

Stuart McGregor,

Independent Director

BCOM, LLB, MBA

Stuart McGregor was

appointed to the EBOS

Group Limited Board

in July 2013. Stuart was

educated at the University

of Melbourne and the

London School of Business

Administration, gaining

degrees in Commerce and

Law. He also completed

a Master of Business

Administration at the

University of Melbourne.

Currently Stuart is a

director of Symbion Pty

Ltd and other EBOS Group

subsidiaries.

Over the last 30 years,

Stuart has been Company

Secretary of Carlton

United Breweries,

Managing Director

of Cascade Brewery

Company Limited in

Tasmania and Managing

Director of San Miguel

Brewery Hong Kong

Limited. In the public

sector, he served as Chief

of Staff to a Minister for

Industry and Commerce

in the Federal Government

and as Chief Executive

of the Tasmanian

Government’s Economic

Development Agency.

He was formerly a director

of Primelife Limited and

Donaco International

Limited.

Stuart McLauchlan,

Independent Director

BCOM, FCA, CF. Inst.D

Stuart McLauchlan was

appointed to the EBOS

Group Limited Board in

July 2019. He is Chairman

of the Audit and Risk

Committee and a member

of the Remuneration

Committee. Stuart is a

Chartered Fellow of the

Institute of Directors and

a Past President. He is a

chartered accountant,

partner of GS McLauchlan

& Co, and a Fellow of the

New Zealand Institute of

Chartered Accountants.

He is currently chairman

of Scott Technology Ltd

and ADInstruments Ltd.

He is a director of Argosy

Properties Ltd as well

as a number of private

companies. He is also

a governor of the New

Zealand Sports Hall of

Fame and member, Marsh

New Zealand Advisory

Board. He was formerly

a director of Ngai Tahu

Tourism Ltd.

Peter Williams,

Independent Director

Peter Williams was

appointed to the EBOS

Group Limited Board in

July 2013. Peter is also a

director of Green Cross

Health Limited. He was

formerly an executive of

The Zuellig Group.

36EBOS Group Limited
2021 Annual Report

Financial Summary

Group revenue exceeded $9 billion

for the first time, up 5.0% on the

prior year, driven by growth in

both our Healthcare and Animal

Care segments, including strong

performances from our Community

Pharmacy, Institutional Healthcare,

Contract Logistics and Animal Care

businesses.

EBOS recorded Underlying Earnings

Before Net Finance Costs and Tax

(EBIT) of $294.5 million, representing

11.9% growth and Underlying Net

Profit After Tax (NPAT) attributable

to shareholders of $188.2 million,

representing 15.5% growth.

Healthcare

The Healthcare segment reported

revenue of $8.7 billion and Underlying

EBIT of $254.9 million, representing

4.4% and 11.4% growth respectively.

In Australia, Healthcare revenue

increased to $6.9 billion and

Underlying EBIT increased to $216.0

million, representing 3.7% and 12.4%

growth respectively. This was driven

by strong performances from our

Community Pharmacy, Institutional

Healthcare and Contract Logistics

businesses.

In New Zealand, Healthcare revenue

increased to $1.8 billion and Underlying

EBIT increased to $38.9 million,

representing 7.3% and 6.0% growth

respectively. This was driven by

increased revenues in Community

Pharmacy and GOR growth in

Contract Logistics.

Animal Care

The Animal Care segment had a very

strong performance with revenue of

$497.5 million and EBIT of $62.9 million,

representing 17.0% and 26.4% growth

respectively.

Our Animal Care businesses were able

to capitalise on strong pet market

conditions as a result of their leading

market positions. This growth was

driven by strong performances across

the segment, including from Black

Hawk, Vitapet and Lyppard, which all

generated robust revenue growth.

Cash flow and balance sheet

EBOS has reported record

operating cash flows before capital

expenditure of $298.3 million.

This cash performance reflects

our strong earnings growth and

continued disciplined working capital

management.

Net capital expenditure for the year

included business-as-usual capital

expenditure of $31.1 million. In addition,

EBOS will commence insource

manufacturing of Black Hawk through

capital investment in a new pet food

manufacturing facility. Total capital

expenditure for the project is expected

to be $80 million, of which $50.9 million

was spent in FY21 and a further

$29 million is expected to be spent

in FY22. In the medium term, the

project is expected to provide returns

consistent with EBOS’ overall Return

on Capital Employed.

Return on Capital Employed for

June 2021 was 18.0%, up 0.9% on the

prior year attributable to our record

earnings for the year while maintaining

a disciplined approach to capital

management. The net debt to EBITDA

ratio was 0.85x, excluding the impact

of IFRS 16 Leases.

EBOS

delivered

another

record

financial result

and double-

digit NPAT

growth.

37EBOS Group Limited
2021 Annual Report

Business

Overview

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Financials

Acquisitions

Consistent with our strategy of investing for growth,

during the last 12 months, EBOS announced three

acquisitions to expand and diversify our earnings.

These acquisitions included Pioneer Medical, a

New Zealand distributor of medical devices to

orthopaedic and neurosurgeons; Cryomed, an

Australian distributor of medical devices and

consumables to aesthetics clinics; and CH2’s vet

wholesale business.

Dividends

The Directors are pleased to declare a final FY21

dividend of NZ 46 cents per share, which equates to a

full-year dividend of NZ 88.5 cents per share. For the

full year, this represents an increase of 14.2% on the

prior year and a dividend payout ratio of 72%.

The record date for the final dividend is 10 September

2021 and the dividend will be paid on 24 September

2021. The final dividend will again be imputed to 25%

for New Zealand tax resident shareholders and will be

fully franked for Australian tax resident shareholders.

The Dividend Reinvestment Plan (DRP) will not be

operational for the final dividend. EBOS is pleased to

advise shareholders that it has revised its dividend

policy to declare dividends representing between

60% to 80% of NPAT (reflecting an improvement

compared to the previous policy of declaring

dividends not less than 60% of NPAT). The average

payout ratio over the last five years has been

approximately 72%.

Consistent with our

strategy of investing

for growth, during the

last 12 months, EBOS

announced three

acquisitions to expand

and diversify our

earnings.

38EBOS Group Limited
2021 Annual Report

Financial Report

Introducing this report 50

Section A: EBOS performance

A1. Revenue and expenses 52

A2. Segment information 55

A3. Taxation 58

A4. Earnings per share 60

Section B: Key judgements made

B1. Goodwill and intangibles 61

B2. Acquisition information 66

Section C: Operating assets and liabilities used by EBOS

C1. Trade and other receivables 70

C2. Inventories 71

C3. Trade and other payables 72

Section D: Capital assets used by EBOS to operate our business

D1. Property, plant and equipment 73

D2. Capital work in progress 74

Section E: How we fund the business

E1. Share capital 75

E2. Dividends 76

E3. Borrowings 77

E4. Borrowing facilities maturity profile 78

E5. Operating cash flows 79

Section F: EBOS Group structure

F1. Subsidiaries 81

F2. Investment in associates 83

Section G: How we manage risk

G1. Financial risk management 85

G2. Financial instruments 87

Section H: Other disclosures

H1. Contingent liabilities 89

H2. Commitments for expenditure 89

H3. Subsequent events 89

H4. Related party disclosures 90

H5. Remuneration of auditors 90

H6. Leases 91

H7. New accounting standards 93

Contents

Directors’ Responsibility Statement 39

Independent Auditor’s Report 40

Financial Statements 44

Consolidated Income Statement 44

Consolidated Statement of Comprehensive Income 45

Consolidated Balance Sheet 46

Consolidated Statement of Changes in Equity 48

Consolidated Cash Flow Statement 49

Notes to the Consolidated Financial Statements 50

Additional stock exchange information 94

Key

Key judgements and other judgements madeAccounting policy

Explanatory noteSubsequent event

Risks

39EBOS Group Limited
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2021 Annual Report

Directors’ Responsibility

Statement

The Directors of EBOS Group

Limited are pleased to present

to shareholders the financial

statements for EBOS Group Limited

and its controlled entities (together

the “Group”) for the year to 30 June

2021.

The Directors are responsible for

presenting financial statements in

accordance with New Zealand law

and generally accepted accounting

practice, which give a true and fair

view of the financial position of the

Group as at 30 June 2021 and the

results of their operations and cash

flows for the year ended on that date.

The Directors consider the financial

statements of the Group have been

prepared using accounting policies

which have been consistently applied

and supported by reasonable

judgements and estimates and that

all relevant financial reporting and

accounting standards have been

followed.

The Directors believe that proper

accounting records have been

kept which enable with reasonable

accuracy, the determination of the

financial position of the Group and

facilitate compliance of the financial

statements with the Financial

Markets Conduct Act 2013.

The Directors consider that they

have taken adequate steps to

safeguard the assets of the Group,

and to prevent and detect fraud and

other irregularities. Internal control

procedures are also considered to

be sufficient to provide reasonable

assurance as to the integrity and

reliability of the financial statements.

The financial statements are signed

on behalf of the Board by:


Elizabeth Coutts

Chair


Stuart McLauchlan

Director

17 August 2021

40EBOS Group Limited
2021 Annual Report

Independent Auditor’s

Report to the Shareholders

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of EBOS Group Limited and its subsidiaries

(the ‘Group’), which comprise the consolidated balance sheet as at 30 June 2021, and the consolidated

income statement, statement of comprehensive income, statement of changes in equity consolidated

cash flow statement for the year then ended, and notes to the consolidated financial statements,

including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements, on pages 44 to 93, present fairly,

in all material respects, the consolidated financial position of the Group as at 30 June 2021, and its

consolidated financial performance and cash flows for the year then ended in accordance with New

Zealand Equivalents to International Financial Reporting Standards (‘NZ IFRS’) and International

Financial Reporting Standards (‘IFRS’).

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (‘ISAs’) and

International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities under those

standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated

Financial Statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

We are independent of the Company in accordance with Professional and Ethical Standard 1

International Code of Ethics for Assurance Practitioners (including International Independence

Standards) (New Zealand) issued by the New Zealand Auditing and Assurance Standards Board and

the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional

Accountants (including International Independence Standards), and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

Our firm carries out other assignments for the Group in the area of taxation compliance services. These

services have not impaired our independence as auditor of the Group. In addition to this, partners

and employees of our firm deal with the Group on normal terms within the ordinary course of trading

activities of the business of the Group. The firm has no other relationship with, or interest in, the Group.

Audit Materiality

We consider materiality primarily in terms of the magnitude of misstatement in the financial statements

of the Group that in our judgement would make it probable that the economic decisions of a reasonably

knowledgeable person would be changed or influenced (the ‘quantitative’ materiality). In addition,

we also assess whether other matters that come to our attention during the audit would in our

judgement change or influence the decisions of such a person (the ‘qualitative’ materiality). We use

materiality both in planning the scope of our audit work and in evaluating the results of our work.

We determined materiality for the Group financial statements as a whole to be AUD $13m.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the consolidated financial statements of the current period. These matters were addressed

in the context of our audit of the consolidated financial statements as a whole, and in forming our

opinion thereon, and we do not provide a separate opinion on these matters.

41EBOS Group Limited
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Key audit matterHow our audit addressed the key audit matter

Goodwill and Indefinite Life Intangible Asset Impairment Assessment

The Group has $999m of goodwill and $122m of indefinite life

intangible assets, including brands of $95m, on the balance

sheet at 30 June 2021 as detailed in note B1 to the financial

statements.

The carrying values of goodwill and indefinite life intangible

assets are dependent on the future cash flows expected to be

generated by the underlying businesses, and there is a risk if

these cash flows do not meet the Group’s expectations that

the assets may be impaired.

The Group tests goodwill and indefinite life intangible assets

at least annually by determining the recoverable amount

(the higher of value-in-use or fair value less costs to sell)

of the individual assets where possible, or otherwise the cash

generating units to which the assets belong and comparing

the recoverable amounts of the assets to their carrying

values.

The impairment assessment models prepared by the Group

contain a number of significant assumptions. Changes in

these assumptions might lead to a change in the carrying

value of indefinite life intangible assets and goodwill.

The Group has assessed the recoverable amount of brands

based on fair value using the relief from royalty method.

The key assumptions applied in the above models are:

• Annual revenue and expense growth rates for the 5 year

forecast period;

• pre-tax discount rates;

• royalty rates; and

• terminal growth rates.

The Group has assessed the recoverable amount of each

cash generating unit (“CGU”) or group of CGU’s to which

goodwill has been allocated based on value-in-use models.

The key assumptions applied in the value-in-use models are:

• Annual revenue and expense growth rates for the 5 year

forecast period;

• pre-tax discount rates; and

• terminal growth rates.

We have included the impairment assessments of goodwill

and indefinite life intangible assets as a key audit matter

due to the significance of the balances to the financial

statements and the level of judgement applied by the Group

in determining the key assumptions used to determine the

recoverable amounts.

We considered whether the Group’s methodology

for assessing impairment is compliant with NZ IAS

36:

Impairment of Assets. We focused on testing

and challenging the suitability of the models and

reasonableness of the assumptions used by the Group

in conducting their impairment reviews.

Our procedures included:

• agreeing a sample of future cash flows to Board

approved forecasts;

• challenging the reliability of the Group’s revenue and

expense growth rates by comparing the forecasts

underlying the growth rates to historical forecasts

and actual results of the underlying businesses

(where applicable). This also included consideration of

the impact of COVID-19 on both forecast revenue and

profitability of the CGU’s; and

• assessing the reasonableness of key assumptions and

changes to them from previous years.

We used our internal valuation specialists to assist with

evaluating the models and challenging the Group’s key

assumptions. The procedures of the specialists included:

• evaluating the appropriateness of the valuation

methodology;

• testing the mathematical integrity of the models;

• evaluating the Group’s determination of the pre-tax

discount rates and royalty rates used in the models

through consideration of the relevant risk factors for

each CGU, the cost of capital for the Group, and market

data on comparable businesses; and

• comparing the terminal growth rates to market data for

the industry sectors.

We evaluated the sensitivity analysis performed by

management to consider the extent to which a change

in one or more of the key assumptions could give rise to

impairment in the goodwill and indefinite life intangible

assets.

42EBOS Group Limited
2021 Annual Report

Mike Hawken, Partner

For Deloitte Limited

Christchurch, New Zealand

17 August 2021

Other information

The directors are responsible on behalf of the Group for the other information. The other information

comprises the information in the Annual Report that accompanies the consolidated financial

statements and the audit report.

Our opinion on the consolidated financial statements does not cover the other information and we

do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and consider whether it is materially inconsistent

with the consolidated financial statements or our knowledge obtained in the audit or otherwise

appears to be materially misstated. If so, we are required to report that fact. We have nothing to

report in this regard.

Directors’

responsibilities for the

consolidated financial

statements

The directors are responsible on behalf of the Group for the preparation and fair presentation of

the consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal

control as the directors determine is necessary to enable the preparation of consolidated financial

statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible on behalf of the

Group for assessing the Group’s ability to continue as a going concern, disclosing, as applicable,

matters related to going concern and using the going concern basis of accounting unless the

directors either intend to liquidate the Group or to cease operations, or have no realistic alternative

but to do so.

Auditor’s

responsibilities

for the audit of the

consolidated financial

statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial

statements as a whole are free from material misstatement, whether due to fraud or error, and to

issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with ISAs and ISAs (NZ) will always detect

a material misstatement when it exists. Misstatements can arise from fraud or error and are considered

material if, individually or in the aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of these consolidated financial statements.

A further description of our responsibilities for the audit of the consolidated financial statements is

located on the External Reporting Board’s website at:

https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/

audit-report-1

This description forms part of our auditor’s report.

Restriction on use

This report is made solely to the Company’s shareholders, as a body. Our audit has been

undertaken so that we might state to the Company’s shareholders those matters we are required

to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by

law, we do not accept or assume responsibility to anyone other than the Company’s shareholders

as a body, for our audit work, for this report, or for the opinions we have formed.

43EBOS Group Limited
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2021 Annual Report

44EBOS Group Limited
2021 Annual Report

Financial Statements

Notes to the financial statements are included on pages 50 to 93.

Consolidated Income Statement

The Consolidated Income Statement presents income earned and expenditure incurred by the Group during the financial year in

determining profit.

For the financial year ended 30 June 2021Notes

2021

A$’000

2020

A$’000

Revenue

A1(a)9,202,886 8,765,540

Income from associatesF27,0713,355

Profit before depreciation, amortisation,

net finance costs and tax expense (EBITDA)


363,297


333,599

DepreciationA1(b)(60,544)(56,870)

AmortisationA1(b)(12,101)(16,276)

Profit before net finance costs and tax expense (EBIT)

290,652 260,453

Finance income7131,387

Finance costs – borrowings(20,641)(23,657)

Finance costs – leasesH6(7,705) (8,126)

Profit before tax expense

263,019230,057

Tax expenseA3(78,970)(68,541)

Profit for the year

184,049161,516

Profit for the year attributable to:

Owners of the Company185,297162,518

Non-controlling interests(1,248) (1,002)

184,049 161,516

Earnings per share:

Basic (cents per share)A4113.2100.6

Diluted (cents per share)A4113.2100.6

45EBOS Group Limited
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2021 Annual Report

Notes to the financial statements are included on pages 50 to 93.

Consolidated Statement of Comprehensive Income

The Consolidated Statement of Comprehensive Income presents profit for the year, plus gains and losses that are not

recognised in the Consolidated Income Statement and instead are required to be taken directly to reserves within equity.

For the financial year ended 30 June 2021

2021

A$’000

2020

A$’000

Profit for the year

184,049 161,516

Other comprehensive income

Items that may be reclassified subsequently to profit or loss:

Cash flow hedge gains/(losses)5,933 (2,414)

Related income tax(1,750) 766

Movement in foreign currency translation reserve(2,993)(7,378)

1,190(9,026)

Items that will not be reclassified subsequently to profit or loss:

Movement on equity instruments fair valued through other comprehensive income(2,433) 926

Total comprehensive income net of tax

182,806 153,416

Total comprehensive income for the year is attributable to:

Owners of the Company184,054154,418

Non-controlling interests(1,248) (1,002)

182,806 153,416

46EBOS Group Limited
2021 Annual Report

Consolidated Balance Sheet

The Consolidated Balance Sheet presents a summary of the Group’s assets, liabilities and equity at the end of the financial year.

As at 30 June 2021Notes

2021

A$’000

2020

A$’000

Current assets

Cash and cash equivalents168,953 244,778

Trade and other receivablesC11,156,4991,022,587

Prepayments14,11112,484

InventoriesC2784,761 737,699

Current tax refundable2782,177

Other financial assets – derivativesG244 109

Total current assets

2,124,646 2,019,834

Non-current assets

Property, plant and equipmentD1172,209173,704

Capital work in progressD270,362 5,783

Prepayments30 327

Deferred tax assetsA3 (b)141,806 131,039

GoodwillB1 (a)999,339 969,623

Indefinite life intangiblesB1 (b)122,354 122,500

Finite life intangiblesB1 (d)40,089 43,792

Right of use assetsH6222,367 222,931

Investment in associatesF247,896 46,679

Other financial assets8,660 10,578

Total non-current assets

1,825,112 1,726,956

Total assets

3,949,758 3,746,790

Current liabilities

Trade and other payablesC31,623,904 1,413,914

Bank loansE3116,640 246,921

Lease liabilitiesH636,498 33,846

Current tax payable35,600 17,505

Employee benefits58,706 42,774

Other financial liabilities – derivativesG26,631 12,629

Total current liabilities

1,877,979 1,767,589

Notes to the financial statements are included on pages 50 to 93.

47EBOS Group Limited
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Notes to the financial statements are included on pages 50 to 93.

As at 30 June 2021Notes

2021

A$’000

2020

A$’000

Non-current liabilities

Bank loansE3323,565 324,916

Lease liabilitiesH6203,621 203,300

Trade and other payablesC33,617 3,988

Deferred tax liabilitiesA3 (b)127,428 128,825

Employee benefits7,845 7,298

Total non-current liabilities

666,076 668,327

Total liabilities

2,544,055 2,435,916

Net assets

1,405,703 1,310,874

Equity

Share capitalE1993,616 961,486

Share-based payments reserve10,350 6,601

Foreign currency translation reserve(21,163) (18,170)

Retained earnings433,453 372,012

Equity instruments fair valued through other comprehensive income(2,561) (128)

Cash flow hedge reserve(2,671) (6,854)

Equity attributable to owners of the Company

1,411,024 1,314,947

Non-controlling interests(5,321) (4,073)

Total equity

1,405,703 1,310,874

Consolidated Balance Sheet continued

48EBOS Group Limited
2021 Annual Report

Consolidated Statement of Changes in Equity

The Consolidated Statement of Changes in Equity presents the components of capital and reserves of the Group and explains the

movements in each component during the financial year.

For the financial year ended

June 2021Notes

Share

capital

A$’000

Share-

based

payments

reserve

A$’000

Foreign

currency

translation

reserve

A$’000

Retained

earnings

A$’000

Equity

instruments

fair valued

through

other com-

prehensive

income

reserve

A$’000

Cash flow

hedge

reserve

A$’000

Non-

controlling

interests

A$’000

Total

A$’000

Balance at 1 July 2019931,8113,937(10,792)323,635(1,054)(5,206)(3,071)1,239,260

Profit for the year---162,518--(1,002)161,516

Other comprehensive income

for the year, net of tax

--

(7,378)-926(1,648)

-

(8,100)

Payment of dividendsE2---(114,141)---(114,141)

Share-based payments-2,664-----2,664

Dividends reinvestedE123,032------23,032

Employee LTI shares exercisedE16,353------6,353

Employee share plan shares issuedE1358------358

Employee share issue costsE1(68)------(68)

Balance at 30 June 2020961,4866,601(18,170)372,012(128)(6,854)(4,073)1,310,874

Balance at 1 July 2020961,4866,601(18,170)372,012(128)(6,854)(4,073)1,310,874

Profit for the year---185,297--(1,248)184,049

Other comprehensive income

for the year, net of tax

--(2,993)-(2,433)4,183-(1,243)

Payment of dividendsE2---(123,856)---(123,856)

Share-based payments-3,749-----3,749

Dividends reinvestedE127,553------27,553

Employee LTI shares exercisedE13,056------3,056

Employee share plan shares issuedE11,665------1,665

Employee share issue costsE1(144)------(144)

Balance at 30 June 2021

993,61610,350(21,163)433,453(2,561)(2,671)(5,321)1,405,703

Notes to the financial statements are included on pages 50 to 93.

49EBOS Group Limited
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Notes to the financial statements are included on pages 50 to 93.

Consolidated Cash Flow Statement

The Consolidated Cash Flow Statement presents the cash generated and used by the Group during the financial year.

For the financial year ended 30 June 2021Notes

2021

A$’000

2020

A$’000

Cash flows from operating activities

Receipts from sale of goods and services9,080,007 8,725,652

Interest received713 1,387

Dividends received from associatesF25,761 630

Payments for purchase of goods and services(8,687,637) (8,397,655)

Taxes paid(72,184) (69,037)

Interest paid(28,346) (31,785)

Net cash inflow from operating activities

E5298,314 229,192

Cash flows from investing activities

Sale of property, plant and equipment217 369

Purchase of property, plant and equipment(20,354) (18,310)

Payments for capital work in progress(56,800) (5,918)

Payments for intangible assets(5,106) (5,053)

Investment in associatesF2- (3,694)

Acquisition of subsidiariesB2(31,223) (40,868)

Investment in other financial assets(497) 143

Net cash (outflow) from investing activities

(113,763) (73,331)

Cash flows from financing activities

Proceeds from issue of sharesE132,130 29,675

Proceeds from borrowingsE549,600 40,630

Repayment of borrowingsE5(181,459) (1,236)

Repayment of lease liabilitiesH6(35,261) (31,957)

Dividends paid to equity holders of parent(124,986) (111,834)

Net cash (outflow) from financing activities

(259,976) (74,722)

Net (decrease)/increase in cash held(75,425) 81,139

Effect of exchange rate fluctuations on cash held(400) (2,981)

Net cash and cash equivalents at the beginning of the year244,778 166,620

Net cash and cash equivalents at the end of the year

168,953 244,778

50EBOS Group Limited
2021 Annual Report

Notes to the consolidated financial statements

For the financial year ended 30 June 2021.

Introducing this report

The notes to the financial statements include information that is considered relevant and material to assist the reader in the

understanding of the financial performance and financial position of EBOS Group Limited and its controlled entities (together

“the Group” or “EBOS”).

Information is considered relevant and material if:

• the amount is significant because of its size and nature;

• it is important to assist the readers understanding of the results of EBOS;

• it helps to explain to the reader the changes in the business and/or operations of EBOS; or

• it relates to an aspect of operations that is important to the future performance of EBOS.

EBOS Group Limited (‘the Company’) is a profit-oriented company incorporated in New Zealand, registered under the Companies

Act 1993 and dual listed on both the New Zealand Stock Exchange and the Australian Securities Exchange.

Basis of preparation

The financial statements have been prepared in

accordance with Generally Accepted Accounting

Practice (‘GAAP’). They comply with New Zealand

Equivalents to International Financial Reporting

Standards (‘NZ IFRS’) and other applicable reporting

standards as appropriate for profit oriented entities.

The financial statements comply with International

Financial Reporting Standards (‘IFRS’).

EBOS is a Tier 1 for-profit entity in terms of the New

Zealand External Reporting Board Standard A1.

The Company is a FMC reporting entity for the purposes

of the Financial Markets Conduct Act 2013, and its

financial statements comply with this Act.

The financial statements have been prepared on the

basis of historical cost, except for the revaluation of

certain financial instruments. Cost is based on the fair

value of the consideration given in exchange for assets.

The information is presented in thousands of Australian

dollars, unless otherwise stated.

Critical accounting estimates and judgements

In the process of applying the Group’s accounting

policies and the application of accounting standards,

EBOS has made a number of judgements and

estimates. The estimates and underlying assumptions

are based on historic experience and various other

factors that are considered to be appropriate under

the circumstances. Therefore, there is an inherent risk

that actual results may subsequently differ from the

estimates made.

These estimates and underlying assumptions are

reviewed on an on-going basis. Revisions to accounting

estimates are recognised in the period in which the

estimate is revised if the revision affects only that

period, or in the period of the revision and future periods

if the revision affects both current and future periods.

Judgements and estimates that are considered

material to understanding the performance of EBOS are

found in the relevant notes to the financial statements.

Key judgements have been made in regards to

assumptions that support the impairment assessment

for goodwill and indefinite life intangibles (note B1)

and the identification and valuation of intangibles

recognised on acquisitions (note B2).

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Introducing this report continued

Basis of consolidation

The Group’s financial statements comprise the

financial statements of EBOS Group Limited, the

parent company, combined with all the entities that

comprise the Group, being its subsidiaries (listed in

note F1) and its share of associate investments (listed

in note F2). The financial statements of the members

of the Group, including associates, are prepared for

the same reporting period as the parent company,

using consistent accounting policies.

Subsidiaries are consolidated on the date on which

control is obtained to the date on which control is lost.

The results of subsidiaries acquired or disposed of

during the year are included in the Consolidated

Income Statement from the effective date of

acquisition or up to the effective date of disposal,

as appropriate.

All significant inter-company transactions and

balances are eliminated on consolidation.

Adopting of new and revised standards and interpretations

In the current year, the Group adopted all mandatory

new and amended standards and interpretations.

None had a material impact on these financial

statements.

The Group is not aware of any NZ IFRS Standards

or Interpretations that have been recently issued

or amended that have not yet been adopted by the

Group that would materially impact the Group for

the reporting period ended 30 June 2021.

Foreign currency

Functional currency

The financial statements of each of the Group’s

entities are measured using the currency of the

primary economic environment in which that entity

operates (“the functional currency”).

Transactions and balances

Foreign currency transactions are translated into the

functional currency using the exchange rate on the

date of the transaction. At each balance sheet date,

monetary assets and liabilities that are denominated

in foreign currencies are translated at the rates

prevailing on the balance sheet date.

Non-monetary assets and liabilities that are

measured in terms of historical cost in a foreign

currency are not retranslated.


Exchange differences arising on the settlement of

monetary items, and on the translation of monetary

items, are included in the Consolidated Income

Statement for the period.

Foreign operations

On consolidation, the assets and liabilities of EBOS’

overseas operations are translated at the exchange

rate at the reporting date. Income and expense

items are translated at the average rates for the

period. Exchange differences arising are recognised

in the foreign currency translation reserve (in equity),

and recognised in profit or loss on disposal of the

foreign operation.

Goodwill and fair value adjustments arising on the

acquisition of a foreign entity are treated as assets

and liabilities of the foreign entity and translated at

the exchange rate at the reporting date.

Other Accounting Policies

Other accounting policies that are relevant to the

readers understanding of the financial statements

are included throughout the following notes to the

financial statements.

52EBOS Group Limited
2021 Annual Report

A1. Revenue and expenses

(a) Revenue

Revenue consisted of the following items:

2021

A$’000

2020

A$’000

Community Pharmacy

(1)

5,389,989 5,205,591

Institutional Healthcare2,686,014 2,565,111

Contract Logistics Services88,615 74,107

Contract Logistics Sales718,911 638,149

Interdivisional eliminations(178,167)(142,530)

Healthcare8,705,362 8,340,428

Animal Care497,524 425,112

9,202,886 8,765,540

(1) Consumer Products has been combined with Community Pharmacy.

Recognition and measurement

Community Pharmacy and Institutional Healthcare

Revenue is derived from the supply of human healthcare products to pharmacies, hospitals, supermarkets and other

healthcare providers in Australia and New Zealand and overseas distributors for export markets. This includes the supply

of agency products and EBOS’ own branded human healthcare products such as Red Seal, Gran’s Remedy, Faulding,

Nature’s Kiss and Quitnits. Following delivery of the goods, the customer obtains control as it has full discretion over the

manner of distribution and price to sell the goods, has the primary responsibility when onselling the goods and bears the

risks of loss in relation to the goods.

A receivable is recognised by the Group when it passes control of the goods, which is when the goods are delivered to

the customer as this represents the point in time at which the right to consideration becomes unconditional, as only the

passage of time is required before payment is made.

The transaction price may be adjusted for customers who pay their account in full, earlier than what standard credit terms

would require, or for incremental costs incurred in obtaining a sales contract which are recognised over the contractual

period. Under the Group’s standard terms with customers, product returns, refunds and provision for warranties are in

accordance with local requirements. Accumulated experience has been used to determine that such returns are not

significant.

Section Overview

This section explains the financial performance of EBOS by:

a) displaying additional information about individual items in the Consolidated Income Statement;

b) presenting further analysis of EBOS’ operating segments by revenue and expenses; and

c) providing an analysis of the components of EBOS’ tax balances for the year and the current imputation credit

account balance.

Section A: EBOS performance

53EBOS Group Limited
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A1. Revenue and expenses continued

(a) Revenue continued

Recognition and measurement

Contract Logistics

Sales: Sales consist of the sale of human healthcare

products to a wide range of healthcare customers

(wholesalers, pharmacies and medical centres),

in accordance with agreed terms with the customer.

A receivable is recognised by the Group when it

passes control of the goods which is when the goods

are confirmed to be on sold by the customer, as this

represents the point in time at which the right to

consideration becomes unconditional, as only the

passage of time is required before payment is made.

Service fees: Revenue is derived from the provision

of logistics services for a fee to healthcare

manufacturers for their operating activities in

Australia and New Zealand. Service fees are

typically charged for storage of manufacturer’s

inventory holdings and pick, pack and delivery

services provided over a period of time, typically

on a monthly basis, as specified within contractual

rates agreed with the manufacturer.

The performance obligation is satisfied either

at a point in time or over time, as applicable, at

which point the right to consideration becomes

unconditional, as only the passage of time is

required before payment is made.

Under our standard terms with customer’s product

returns, refunds and provision for warranties

provided are in accordance with local requirements.

Accumulated experience has been used to

determine that such returns are not significant.

Animal Care

Revenue is derived from the supply of animal care

products to pet retail and vet clinics across Australia

and New Zealand. Upon delivery of the goods,

the customer assumes full control as it has complete

discretion over the manner of distribution and

pricing of goods, has the primary responsibility when

onselling the goods and bears the risks of loss in

relation to the goods.

A receivable is recognised by the Group when it

passes control of the goods, which is when the goods

are delivered to the customer as this represents

the point in time at which the right to consideration

becomes unconditional, as only the passage of time

is required before payment is made.

Under our standard terms with customer’s product

returns, refunds and provision for warranties are in

accordance with local requirements. Accumulated

experience has been used to determine that such

returns are not significant.

54EBOS Group Limited
2021 Annual Report

A1. Revenue and expenses continued

(b) Expenses

Profit before tax expense has been arrived at after charging the following expenses by nature:

2021

A$’000

2020

A$’000

One-off items

(1)

(3,813) (2,600)

Cost of sales(8,210,446) (7,843,282)

Writedown of inventory(8,127) (4,450)

Impairment loss on trade and other receivables(988) (1,095)

Depreciation of property, plant and equipment(20,813) (19,523)

Depreciation on right of use assets(39,731) (37,347)

Amortisation of finite life intangibles(12,101) (16,276)

Short-term and low value asset leases(5,080) (5,091)

Donations(228) (419)

Employee benefit expense(332,566) (302,535)

Defined contribution plan expense(18,285) (17,222)

Other expenses(267,127) (258,602)

Total expenses(8,919,305) (8,508,442)

(1) One-off items comprise merger and acquisition costs incurred.

Recognition and measurement

Impairment

EBOS reviews the recoverable amount of its tangible and intangible assets, including goodwill, at each balance date.

If the carrying value of an asset exceeds the recoverable amount, an impairment expense is recognised in the income

statement.

Tangible assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs).

The recoverable amount is the higher of an asset’s fair value less costs to sell and the present value of future cash

flows expected to be generated by the asset (value in use).

Depreciation and amortisation

Depreciation is provided for on a straight line basis on all property, plant and equipment other than freehold land,

at depreciation rates calculated to allocate the assets’ cost less estimated residual value, over their estimated useful

lives. Refer to note D1 for the useful lives used in the calculation of depreciation.

Amortisation is charged on a straight line basis over the estimated useful life of finite life intangibles. Refer to note B1(d)

for the useful lives used in the calculation of amortisation.

Short term and low value asset leases

EBOS leases certain land, buildings, plant and equipment.

The Group has elected not to recognise right of use assets and lease liabilities for short-term leases and low value asset

leases. The Group recognises the lease payments associated with the leases as an expense (recognised within other

expenses in the Income Statement on a straight-line basis over the lease term).

55EBOS Group Limited
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A1. Revenue and expenses continued

(b) Expenses continued

Employee expenses

Provision is made for benefits owing to employees in respect of wages and salaries, annual leave, long service

leave and employee incentives for services rendered. Provisions are recognised when it is probable they will be

settled and can be measured reliably. They are carried at the remuneration rate expected to apply at the time of

settlement and discounted to the present value of the expected payment to the employee at balance date.

Net finance costs

Finance costs include bank interest and amortisation of costs incurred in connection with borrowing facilities.

Finance costs are expensed immediately as incurred, using the effective interest method, unless they relate to

acquisition and development of qualifying assets, in which case they are capitalised.

Interest income is recognised on a time-proportionate basis using the effective interest method.

A2. Segment information

(a) Reportable segments

EBOS’ major products and services are the same as the reportable segments i.e. Healthcare and Animal Care, with no major

products and services allocated to Corporate.

(b) Segment revenues and results

The following is an analysis of EBOS’ revenue and results by reportable segment:

Revenue from external customers (A$’000)

Corporate

Includes net funding costs and

central administration expenses

that have not been allocated to the

Healthcare or Animal Care segments.

Animal Care Segment

Sales of animal care products in a

range of sectors, own brands,


retail and wholesale activities.

Healthcare Segment

Sales of healthcare products in a

range of sectors, own brands,


retail healthcare, pharmacy

services and wholesale activities.

Animal Care

5%

$497,524

Animal Care

5%

$425,112

Healthcare

95%

$8,705,362

Healthcare

95%

$8,340,428

20212020

56EBOS Group Limited
2021 Annual Report

A2. Segment information continued

EBIT (A$’000)

Net profit/(loss) after tax for the year attributable to owners of the Company (A$’000)

Associate information:

2021

A$’000

2020

A$’000

Included in the segment results above is income from associates:

Animal Care5,6872,661

Healthcare1,384694

Total income from associates7,07 13,355

(b) Segment revenues and results continued

Healthcare

($23,397)($15,609)

Animal CareCorporate

20202021

Healthcare

($38,450)($35,913)

Animal CareCorporate

20202021

$251,107

$226,256

$62,942

$49,806

$162,489

$178,004

$45,743

$35,942

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The following is an analysis of other financial information by reportable segment:

HealthcareAnimal CareCorporate

2021

A$’000

2020

A$’000

2021

A$’000

2020

A$’000

2021

A$’000

2020

A$’000

Revenue from external customers8,705,3628,340,428497,524425,112--

EBITDA316,223290,40869,35057,658(22,276)(14,467)

Depreciation of property, plant and

equipment(19,933)(18,724)(880)(799)--

Depreciation on right of use assets(33, 281)(31,012)(5,329)(5,193)(1,121)(1,142)

Amortisation of finite life intangibles(11,902)(14,416)(199)(1,860)--

EBIT

251,107226,25662,94249,806(23,397)(15,609)

Net finance costs----(27,633)(30,396)

Tax (expense)/benefit(74,351)(64,769)(17,199)(13,864)12,58010,092

Profit for the year

176,756161,48745,74335,942(38,450)(35,913)

Non-controlling interests1,2481,002----

Profit for the year attributable to

owners of the Company


178,004


162,489


45,743


35,942


(38,450)


(35,913)

(c) Geographical information

EBOS operates in two principal geographical areas; New Zealand (country of domicile) and Australia.

EBOS’ revenue from external customers by geographical location and information about its segment assets

(non-current assets), excluding investment in associates and deferred tax assets, are detailed below:

AustraliaNew ZealandGroup

2021

A$’000

2020

A$’000

2021

A$’000

2020

A$’000

2021

A$’000

2020

A$’000

Continuing operations

Revenue from external customers7,355,220 7,04 5,396 1,847,666 1,720,144 9,202,886 8,765,540

Non-current assets

1,287,114 1,194,822 348,296 354,416 1,635,410 1,549,238

A2. Segment information continued

(b) Segment revenues and results continued

58EBOS Group Limited
2021 Annual Report

A3. Taxation

(a) Tax expense recognised in Consolidated Income Statement

The tax rates used are principally the corporate tax rates of 28% (2020: 28%) payable by New Zealand and 30% (2020: 30%) payable

by Australian corporate entities on taxable profits under tax law in each jurisdiction.

2021

A$’000

2020

A$’000

Tax expense comprises:

Current tax expense:

Current year94,335 72,459

Adjustments for prior years(1,833) (665)

92,502 71,794

Deferred tax (credit)/expense:

Current year(14,942)(3,181)

Adjustments for prior years1,410 (72)

(13,532) (3, 253)

Total tax expense

78,970 68,541

The prima facie income tax expense on pre-tax accounting profit from operations

reconciles to the income tax expense in the financial statements as follows:

Profit before tax expense263,019230,057

Tax expense calculated at 28% (2020: 28%)73,64564,416

Non-deductible expenses4,1092,635

Effect of different tax rates of subsidiaries operating in overseas jurisdictions4,363 3,953

(Over) provision of tax expense in prior years(422)(737)

Other adjustments(2,725)(1,726)

Total tax expense

78,97068,541

(d) Information about major customers

No revenues from transactions that are with a single customer amount to 10% or more of EBOS’ revenues (2020: Nil).

Recognition and measurement

The reportable segments of EBOS have been identified in accordance with NZ IFRS 8 ‘Operating Segments’.

The Group’s operating segments are identified on the basis of internal reports about components of the Group that are regularly

reviewed by the chief operating decision-maker in order to allocate resources to the segment and to assess its performance.

The accounting policies of EBOS have been consistently applied to the operating segments. Profit before net finance

costs and tax expense (EBIT) is the measure reported to the chief operating decision-maker for the purpose of resource

allocation and assessment of segment performance.

Assets are not allocated to operating segments as they are not reported to the chief operating decision-maker at a segment level.

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A3. Taxation continued

(b) Deferred tax assets and liabilities

Taxable and deductible temporary differences arise from the following:

2021

A$’000

2020

A$’000

Gross deferred tax liabilities:

Property, plant and equipment6,1306,169

Other payables631 1,074

Other financial assets – derivatives161 73

Right of use assets68,269 66,488

Intangible assets52,237 55,021

Total gross deferred tax liabilities

127,428 128,825

Gross deferred tax assets:

Property, plant and equipment12,928 13,611

Other payables43,386 34,461

Other financial assets – derivatives1,938 3,775

Lease liabilities71,086 68,596

Intangible assets12,204 9,597

Tax losses carried forward264 999

Total gross deferred tax assets

141,806 131,039

(c) Imputation credit account balances

2021

A$’000

2020

A$’000

Imputation credit account balances

Imputation credits available directly and indirectly to

shareholders of the parent company:7,4817, 531

Imputation credits allow EBOS to pass on to its shareholders the benefit of the New Zealand income tax it has paid by

attaching imputation credits to the dividends it distributes, reducing shareholders’ net tax obligations.

Recognition and measurement

Income tax expense is the income tax assessed on taxable profit for the year.

Taxable profit differs from profit before tax reported in the Consolidated Income Statement as it excludes items of

income and expense that are taxable or deductible in other years (temporary differences) and also excludes items

that will never be taxable or deductible (permanent differences).

Income tax expense components are current income tax and deferred tax.

60EBOS Group Limited
2021 Annual Report

A3. Taxation continued

Deferred tax is income tax that is expected to be payable or recoverable in the future as a result of the unwinding of

temporary differences. These arise from differences in the recognition of assets and liabilities for financial reporting and

for the filing of income tax returns.

Deferred tax is recognised on all temporary differences, other than those arising:

• from goodwill;

• from the initial recognition of assets and liabilities in a transaction (other than in a business combination) that affects

neither the accounting nor taxable profit or loss; and

• investments in associates and subsidiaries where EBOS is able to control the reversal of the temporary differences and

such differences are not expected to reverse in the foreseeable future.

Deferred tax is calculated at the tax rates that are expected to apply to the year when a liability is settled or an asset

realised, based on tax rates and tax laws that have been enacted or substantively enacted at balance date.

A deferred tax asset is recognised to the extent it is probable that future taxable profits will be available to use the asset.

This is reviewed at each balance date and reduced to the extent that it is no longer probable that sufficient taxable profits

will be available in the future to utilise the deferred tax asset.

A4. Earnings per share

Basic earnings

per share

Diluted earnings

per share

2021

A$’000

2020

A$’000

2021

A$’000

2020

A$’000

Earnings used in the calculation of

total earnings per shareA$’000185,297 162,518 185,297 162,518

Weighted average number of ordinary shares for

the purposes of calculating earnings per share

No.

(000’s)163,711161,557 163,711 161,557

Earnings per shareCents113.2100.6 113.2 100.6

Basic earnings per share is calculated by dividing the profit attributable to the shareholders of the company by the

weighted average number of ordinary shares on issue during the year excluding shares held as treasury stock.

Diluted earnings per share assumes conversion of all dilutive potential ordinary shares in determining the denominator.

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B1. Goodwill and intangibles

(a) Goodwill

Notes

2021

A$’000

2020

A$’000

Gross carrying amount

Balance at beginning of financial year969,623 947,055

Recognised from business acquisition during the year

B2

30,435 27,706

Effects of foreign currency exchange differences(719) (5,138)

Net book value

999,339 969,623

Recognition and measurement

Goodwill arising on the acquisition of a subsidiary is recognised as an asset at the date that control is acquired

(the acquisition date). Goodwill is measured as the excess of the sum of the consideration transferred, the amount

of any non-controlling interest in the acquiree, and the fair value of the acquirer’s previously-held equity interest

(if any) in the acquiree over the fair value of the identifiable net assets recognised.

Goodwill is not amortised, but is reviewed for impairment at least annually. For the purpose of impairment testing,

goodwill is allocated to each of EBOS’ CGUs or groups of CGUs expected to benefit from the synergies of the

combination.

CGUs to which goodwill has been allocated are tested for impairment annually, or more frequently when there is

an indication that the unit may be impaired. The recoverable amount is the higher of fair value less costs to sell

and value in use. If the recoverable amount of the CGU is less than its carrying amount, the impairment loss is first

allocated to reduce the carrying amount of any goodwill and then to the other assets of the unit on a pro-rata basis.

Any impairment loss on goodwill is recognised immediately in profit or loss and is not subsequently reversed.

Section B: Key judgements made

Section Overview

This section identifies the balances and transactions to which key judgements have been made by EBOS in

the preparation of these financial statements. Key judgements have been made in regards to the estimates

for future cash flows for goodwill and indefinite life intangibles impairment assessment purposes, and the

identification of intangible assets and recognition of goodwill for business acquisitions.

62EBOS Group Limited
2021 Annual Report

B1. Goodwill and intangibles continued

(b) Indefinite life intangibles

TerryWhite

Chemmart

Brands

A$’000

Other

Healthcare

Brands

A$’000

Franchise

Network

A$’000

Animal

Care

Brands

A$’000

Healthcare

Trademarks

A$’000

To tal

A$’000

Gross carrying amount

Balance at 1 July 201936,550 34,38010,95425,21516,483123,582

Effects of foreign currency exchange

differences - (557)-(144)(381)(1,082)

Balance at 30 June 2020

36,550 33,82310,95425,07116,102122,500

Effects of foreign currency exchange

and other differences (12) (62)-(20)(52)(146)

Balance at 30 June 202136,53833,76110,95425,05116,050122,354

Recognition and measurement

Indefinite life intangible assets represent purchased brands, trademarks and a franchise network asset that are initially

recognised at fair value. These intangible assets are tested annually for impairment on the same basis as for goodwill.

Judgement: useful lives of indefinite life intangible assets

The Directors have assessed these brands, trademarks and a franchise network asset as having an indefinite useful

life. In coming to this conclusion the expected expansion of these assets across other products and markets, the typical

product life cycle of these assets, the stability of the industry in which the assets are operating, the level of maintenance

expenditure required and the period of legal control over these assets has been considered.

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B1. Goodwill and intangibles continued

(c) Cash-generating units

The carrying amount of goodwill and indefinite life intangibles allocated to CGUs or groups of CGUs is as follows:

GoodwillIndefinite life intangibles

2021

A$’000

2020

A$’000

2021

A$’000

2020

A$’000

Healthcare Australia

1

660,918 642,710 12,682 12,689

Healthcare New Zealand

2

68,081 68,295 21,079 21,146

Healthcare: Pharmacy/Logistics NZ

3

88,484 88,769 16,050 16,102

Healthcare: TerryWhite Group

4

27, 2 29 20,306 47,492 47,492

Animal Care

5

154,627 149,543 25,051 25,071

999,339 969,623 122,354 122,500

1 Australian Consumer, Hospital, Pharmacy, Primary Healthcare sectors.

2 New Zealand Consumer, Hospital, Primary Healthcare, Aged Care and International Product Supplies.

3 New Zealand Pharmacy Wholesaler and Logistic Services.

4 Australia – TerryWhite Group.

5 New Zealand and Australia Animal Care.

For the year ended 30 June 2021 the Directors have determined that there is no impairment of any of the CGUs containing

goodwill, brands, trademarks or the franchise network asset (2020: Nil).

Key judgement: impairment assessment assumption

The recoverable amounts of cash generating units are determined on the basis of value in use calculations.

The recoverable amount calculations are most sensitive to changes in the following assumptions:

Revenue

Estimated by management based on revenue achieved in the period immediately before the

start of the assessment period and adjusted each year for any anticipated growth.

Operating costs

Estimated by management based on current trends at the start of the assessment period and

adjusted for expected changes in the business or sector in which the business operates.

Discount rates

Estimated by management based on a current market assessment of the time value of money,

cost of capital and risks specific to the asset or CGU to which the cash flows generated by that

asset or CGU are being assessed.

64EBOS Group Limited
2021 Annual Report

B1. Goodwill and intangibles continued

(c) Cash-generating units continued

20212020

Goodwill

Annual revenue growth rates2.5% - 7.0%2.5% - 6.3%

Allowance for increases in expenses2.5% - 4.9%2.2% - 6.0%

Pre-tax discount rates11.6% - 13.7%12.5% - 13.8%

Terminal growth rate 2.5%2.5%

Key estimate: value in use calculation

The value in use calculation uses cash flow projections based on financial forecasts approved by the Board and

management covering a five year period, including terminal value, and management’s past experience. The following

estimates were used in the value in use calculation:

Key estimate: value in use calculation

The fair value of indefinite life intangibles has been calculated using the relief from royalty method. The following estimates

were used:

Management has carried out a sensitivity analysis and believe that any reasonably possible change in the key assumptions

would not cause the book value of any of the CGUs, or groups of CGUs to exceed their recoverable amount.

Indefinite life intangibles

Annual revenue growth rates3.0% - 7.2%3.0% - 6.9%

Allowance for increases in expenses2.5% - 4.9%2.2% - 6.0%

Royalty rate3.0% - 11.8%3.0% - 11.8%

Pre-tax discount rates12.3% - 20.3%13.3% - 20.8%

Terminal growth rate 2.5%2.5%

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B1. Goodwill and intangibles continued

(d) Finite life intangibles

Other

A$’000

Customer

relationships/

contracts

A$’000

To tal

A$’000

Gross carrying amount31,959106,874138,833

Accumulated amortisation and impairment(16,421)(78,620)(95,041)

Balance at 30 June 2020

15,53828,25443,792

Gross carrying amount40,486106,874147,360

Accumulated amortisation and impairment(20,389)(86,882)(107, 27 1)

Balance at 30 June 2021

20,09719,99240,089

Aggregate amortisation recognised as an expense during the year:

2021

A$’000

2020

A$’000

Customer relationships and contracts8,26313,201

Other3,8383,075

12,10116,276

Recognition and measurement

Finite life intangible assets are recorded at cost less accumulated amortisation. Amortisation is charged on a

straight line basis over their estimated useful life. Other finite life intangible assets comprise primarily of software.

Judgement: useful lives of finite life intangible assets

The Group is in the process of assessing the implementation and ongoing costs of SaaS arrangements, in response

to recent agenda decisions issued by IFRIC on how accounting standards apply to these types of arrangements.

This analysis is expected to be completed in the first half of 2022.

In determining the estimated useful life of finite life intangible assets (of a period of between one to 12 years)

the following characteristics have been assessed: (i) expected expansion of the usage of the assets, (ii) the typical

product life cycle of these assets, (iii) the stability of the industry in which the assets are operating, and (iv) the level

of maintenance expenditure required. The estimated useful life and amortisation period is reviewed at the end of

each annual reporting period.

66EBOS Group Limited
2021 Annual Report

B1. Goodwill and intangibles continued

(e) Goodwill and intangibles accounting policies

Accounting policies

At each balance sheet date, EBOS reviews the carrying amounts of its non-current assets to determine whether there is

any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of

the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate

cash flows that are independent from other assets, EBOS estimates the recoverable amount of the CGU to which the asset

belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated

future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market

assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have

not been adjusted.

If the recoverable amount of an asset (CGU) is estimated to be less than its carrying amount, the carrying amount of the

asset (CGU) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately.

Where an impairment loss subsequently reverses, other than for Goodwill, the carrying amount of the asset (CGU)

is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount

does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the

asset (CGU) in prior years. A reversal of an impairment loss is recognised as income immediately. Impairment losses cannot

be reversed for goodwill.

B2. Acquisition information

The following material acquisitions of subsidiaries took place during the year:

Name of business acquiredPrincipal activities

Date of

acquisition

Cost of

acquisition

A$’000

2021:

100% of the business assets and liabilities of

Cryomed Aesthetics (Cryomed)HealthcareOctober 202022,231

100% of the assets of CH2’s vet wholesale division (CH2 Vet)Animal CareNovember 20209,242

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B2. Acquisition information continued

Carrying value

A$’000

Fair value

adjustment

A$’000

Fair value on

acquisition

A$’000

Current assets

Cash and cash equivalents11-11

Trade and other receivables2,551(103)

1

2,448

Prepayments18-18

Inventories8,103(1,499)

2

6,604

Non-current assets

Property, plant and equipment257-257

Deferred tax assets-579

3

579

Current liabilities

Trade and other payables(789)(294)

4

(1,083)

Employee benefits(258)-(258)

Current liabilities

Employee benefits(113)-(113)

Net assets acquired

9,780(1,317)8,463

Combined details of acquisitions undertaken during the current year are as follows:

68EBOS Group Limited
2021 Annual Report

Judgements made:

1

To recognise the fair value of trade and other receivables on acquisition.

2

To recognise the fair value of inventories on acquisition.

3

To recognise deferred tax assets on acquisition.

4

To recognise the fair value of trade and other payables on acquisition.

Recognition and measurement

Acquisitions of subsidiaries and businesses are accounted for using the acquisition method.

The cost of acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities

incurred or assumed, and equity instruments issued by EBOS in exchange for control of the acquiree. Acquisition-related

costs are recognised in profit or loss as incurred.

Where applicable, the cost of acquisition includes any asset or liability resulting from a contingent consideration

arrangement, measured at its acquisition date fair value. Subsequent changes in such fair values are adjusted against the

cost of acquisition where they qualify as measurement period adjustments. All other subsequent changes in the fair value of

contingent consideration classified as an asset or liability are accounted for in accordance with relevant NZ IFRSs. Changes

in the fair value of contingent consideration classified as equity are not recognised.

Goodwill arising on acquisition

Goodwill arose on the acquisition of the business operations of Cryomed and CH2 Vet because the cost of acquisition included a

control premium paid. In addition, goodwill resulted from the consideration paid for the benefit of future expected cash flows above

the current fair value of the assets acquired and the expected synergies and future market benefits expected to be obtained.

These benefits are not recognised separately from goodwill as the expected future economic benefits arising cannot be reliably

measured and they do not meet the definition of identifiable intangible assets.

Cryomed was acquired as it is a profitable Australasian medical device business which the Group believes fits strategically with its

Australasian healthcare business assets.

CH2 Vet was acquired as it is a profitable Australian animal care business which the Group believes fits strategically with its

Australian animal care business assets.

Deferred consideration of $8.5m was recognised as future EBITDA earn out targets of the businesses acquired, on which the

consideration is payable, have, or are expected to be achieved.

The impact of the acquisitions on the results of the Group for the period ended 30 June 2021 are not considered material and are

therefore not disclosed in the financial statements.

Carrying value

A$’000

Fair value

adjustment

A$’000

Fair value on

acquisition

A$’000

Goodwill on acquisition30,435

Total consideration38,898

Less cash and cash equivalents(11)

Deferred purchase consideration(8,500)

Net cash outflow from acquisition

30,387

B2. Acquisition information continued

69EBOS Group Limited
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B2. Acquisition information continued

Impact on the Consolidated Cash Flow Statement of all acquisitions during the year:

2021

A$’000

2020

A$’000

Subsidiaries acquired

Consideration

Cash and cash equivalents30,39839,516

Deferred purchase consideration8,500 (2,073)

Total consideration38,898 37,4 43

Represented by

Net assets acquired8,4639,737

Goodwill on acquisition30,435 27,706

Total consideration38,898 37,4 43

Net cash outflow on acquisition

Cash and cash equivalents consideration30,39839,516

Deferred purchase consideration836 -

Less cash and cash equivalents acquired(11) -

Plus bank overdraft acquired- 1,352

Net cash consideration paid31,223 40,868

70EBOS Group Limited
2021 Annual Report

C1. Trade and other receivables

2021

A$’000

2020

A$’000

Trade receivables (i)1,112,747 997,4 50

Other receivables57,625 37,940

Provision for expected credit losses (ii)(13,873) (12,803)

1,156,499 1,022,587

Recognition and measurement

Trade receivables are measured on initial recognition at fair value, and are subsequently carried at amortised cost. They are

presented as current assets unless collection is not expected for more than 12 months after the reporting date.

The Group writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and

there is no realistic prospect of recovery.

The Directors believe that the carrying amount of trade and other receivables approximates their fair value.

(i) Trade receivables are non-interest bearing. Interest may be charged on outstanding overdue balances in accordance with the

terms and conditions under which goods are supplied. Trade debtors generally have terms of 30 days.

(ii) Provision for expected credit losses

Section C: Operating assets and liabilities used by EBOS


Not due

A$’000

30–60

days

A$’000

60–90

days

A$’000

90+

days

A$’000


To tal 2 0 2 1

A$’000

Trade receivables – total1,084,51921,8422,9923,3941,112,747

Provision for expected credit losses – total(1,017)(8,306)(1,686)(2,864)(13,873)


Not due

A$’000

30–60

days

A$’000

60–90

days

A$’000

90+

days

A$’000


Total 2020

A$’000

Trade receivables – total953,57331,5415,1287, 208997,4 50

Provision for expected credit losses – total(654)(3,865)(2,963)(5,321)(12,803)

Section Overview

This section provides further analysis on the significant operating assets and liabilities of EBOS. These balances

comprise the material net working capital balances used by EBOS to run its day to day operating activities.

71EBOS Group Limited
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C1. Trade and other receivables continued

Recognition and measurement

The Group recognises a loss allowance for expected credit losses (“ECL”) on trade receivables. The amount of ECLs

is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial

instrument.

The Group measures the provision for ECL using the simplified approach to measuring ECL, which uses a lifetime

expected loss allowance for all trade receivables. The Group determines lifetime ECLs for groups of trade receivables

with shared credit risk characteristics. Groupings are based on customer, trading terms and ageing.

An ECL rate is determined based on the historic credit loss rates for the Group, adjusted for other current observable

data that may materially impact the Group’s future credit risk. This other observable data includes specific factors in

relation to each debtor or general economic conditions of the industry in which the debtors operate.

Irrespective of the above analysis, the Group considers that default has occurred when a financial asset is more than

90 days past due unless the Group has reasonable basis that a more lagging default criterion is more appropriate.

C2. Inventories

2021

A$’000

2020

A$’000

Raw materials – at cost6,5032,459

Finished goods – at cost778,258 735,240

784,761 737,699

Recognition and measurement

Inventories consist of raw materials (for the manufacturing operations of EBOS) and finished goods.

Inventories are recognised at the lower of cost, determined on a weighted average basis, and net realisable value.

Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been

incurred in bringing the inventories to their present location and condition. Net realisable value represents the

estimated selling price in the ordinary course of business, less all estimated costs of completion and costs to be

incurred in marketing, selling and distribution.

72EBOS Group Limited
2021 Annual Report

C3. Trade and other payables

2021

A$’000

2020

A$’000

Current

Trade payables1,469,202 1,296,851

Other payables142,710 112,485

Deferred purchase consideration11,992 4,578

1,623,904 1,413,914

Non-current

Other payables3,6173,988

3,617 3,988

Recognition and measurement

Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs.

Trade and other payables, are initially measured at fair value and subsequently measured at amortised cost,

using the effective interest method.

The Directors consider that the carrying amount of trade payables approximates to their fair value.

Trade payables are unsecured and are generally settled within the month following the invoice date.

73EBOS Group Limited
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Reconciliation of the net carrying amount from the beginning to the end of the year (A$’000)

D1. Property, plant and equipment

Freehold

land

A$’000

Buildings

A$’000

Leasehold

improvements

A$’000

Plant and

equipment

A$’000

Office equipment,

furniture and fittings

A$’000

To tal

A$’000

Cost28,64942,43738,421104,28731,985245,779

Accumulated depreciation-(7, 8 82)(12, 204)(36,360)(15,629)(72,075)

Balance at 30 June 2020

28,64934,55526,21767,92716,356173,704

Cost28,64343,11538,857116,44834,816261,879

Accumulated depreciation-(9,217)(15,167)(45,389)(19,897)(89,670)

Balance at 30 June 2021

28,64333,89823,69071,05914,919172,209

Section D: Capital assets used by EBOS to operate our business

Opening

balance

250,000

200,000

150,000

100,000

50,000

-

Additions/

transfers from

WIP

AcquisitionsDisposalsDepreciationForexClosing

Balance

$20,354

($1,197)

($20,813)($96)

$257

$173,704

$172,209

Section Overview

This section explains what capital assets, such as property, plant and equipment, that EBOS uses to operate our

business activities. This section also describes the material movements in capital assets during the year.

74EBOS Group Limited
2021 Annual Report

Recognition and measurement

Property, plant and equipment is initially recorded at cost. Cost includes the original purchase consideration and those

costs directly attributable to bringing the item of property, plant and equipment to the location and condition for its

intended use. After recognition as an asset, property, plant and equipment is carried at cost less accumulated depreciation

and impairment losses.

Depreciation of property, plant and equipment assets, other than freehold land, is calculated on a straight-line basis.

This allocates the cost or fair value amount of an asset, less any residual value, over its estimated useful life.

Judgements and estimates – useful lives

EBOS estimates the remaining useful life of assets as follows:

• Buildings: 20 to 50 years

• Leasehold improvements: two to 15 years

• Plant and equipment: two to 20 years

• Office equipment, furniture and fittings: two to 10 years

The residual value and useful lives are reviewed and if appropriate adjusted at each reporting date.

D2. Capital work in progress

2021

A$’000

2020

A$’000

Capital work in progress70,3625,783

70,3625,783

Capital work in progress relates to buildings under construction and software development. The additional cost to complete the

projects is estimated at $25,030,000 (2020: $4,492,000).

D1. Property, plant and equipment continued

75EBOS Group Limited
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Capital management

EBOS manages its capital, meaning total shareholders’ funds, to provide appropriate returns to shareholders whilst

maintaining a capital structure that safeguards its ability to remain a going concern and optimises the cost of capital.

Recognition and measurement

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of

its liabilities. Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs.

E1. Share capital

2021

No.

000’s

2021

To tal

A$’000

2020

No.

000’s

2020

To tal

A$’000

Fully paid ordinary shares

Balance at beginning of financial year162,864961,486 161,708 931,811

Dividend reinvested – October1,23327, 553 415 9,301

Dividend reinvested – April-- 724 13,731

Issue of shares to staff under employee share plan671,66517 358

Employee share issue costs-(144) - (68)

Shares vested under the long term executive

incentive scheme-3,056- 6,353

164,164993,616162,864 961,486

2021

No.

000’s

2020

No.

000’s

Treasury stock

Opening stock5851,225

Share scheme – shares fully vested(585)(600)

Share scheme – shares forfeited-(40)

-585

Section E: How we fund the business

Section Overview

This section explains how EBOS funds its operations and shows the sources of other available facilities that it

may call upon if required to fund its operational or future investing activities.

76EBOS Group Limited
2021 Annual Report

E2. Dividends

Recognition and measurement

Dividends are approved by the Board in New Zealand dollars. Dividends recognised in the Statement of Changes in Equity

are converted from New Zealand dollars to Australian Dollars at the exchange rate applicable on the date the dividend was

approved.

Unrecognised dividends are converted at the exchange rate applicable on the reporting date.

2021 2020

A$ Cents


per share

To tal

A$’000

A$ Cents

per share

To tal

A$’000

Recognised amounts

Fully paid ordinary shares:

Final – prior year36.559,22535.0 56,378

Interim – current year39.564,631 35.9 57,763

Dividends per share 76.0123,856 70.9 114,141

Unrecognised amounts

Final dividend42.870,30537.460,846

2021

NZ$ Cents

per share

2020

NZ$ Cents

per share

Recognised amounts

Fully paid ordinary shares:

Final – prior year40.037.0

Interim – current year42.537.5

Dividends per share 82.574.5

Unrecognised amounts

Final dividend46.040.0

Subsequent event

A dividend of NZ 46.0 cents per share was declared on 17 August 2021 with the dividend being payable on 24 September

2021. The anticipated cash impact of the dividend is approximately $70.3m.

The following table shows dividends approved in New Zealand dollars:

New Zealand dollar dividends paid to equity holders of the parent are translated into Australian dollars and disclosed in the cash

flow statement at the foreign currency exchange rate applicable on the date they are paid.

77EBOS Group Limited
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E3. Borrowings

2021

A$’000

2020

A$’000

Current

Bank loans – securitisation facility (i)116,640179,408

Bank loans (ii)-67, 513

116,640246,921

Non-current

Bank loans (ii)323,565324,916

323,565324,916

(i) EBOS, through a subsidiary company, has a trade debtor securitisation facility of $400.0m (2020: $400.0m)

of which $283.4m was unutilised at 30 June 2021 (2020: $220.6m). The securitisation facility involves providing security over

the future cash flows of specific trade receivables, which meet certain criteria, in return for cash finance on a contracted

percentage of the security provided. As recourse, in the event of default by a trade debtor, remains with EBOS, the trade

receivables provided as security and the funding provided are recognised on the EBOS Consolidated Balance Sheet.

At 30 June 2021, the value of trade receivables provided as security under this securitisation facility was $158.5m (2020:

$226.9m). The net cash flows associated with the securitisation programme are disclosed in the Consolidated Cash Flow

Statement as cash flows from financing activities.

(ii) EBOS has gross bank term loan facilities of $789.5m (2020: $692.7m), of which $465.9m was unutilised at

30 June 2021 (2020: $300.3m).

In February 2021, the Group refinanced $443.0m of bank term loan and working capital facilities. The limit was increased to

$464.5m and the maturity dates were extended to February 2024 for $171.5m of debt facilities and May 2025 for $293.0m of

debt facilities.

In June 2021, the Group entered into a new $75.0m secured term debt facility for the construction of a new pet food

manufacturing facility. The maturity date of the debt facility is June 2026.

EBOS is in full compliance with its debt facility financial covenants. All bank loans, excluding the securitisation facility, are

secured by a charge over the assets of EBOS.

Recognition and measurement

All loans and borrowings are initially recognised at cost, being the fair value of the consideration received plus issue

costs associated with the borrowing. After initial recognition, these loans and borrowings are subsequently measured

at amortised cost using the effective interest method, which allocates the cost through the expected life of the loan or

borrowing. The fair value of non-current borrowings is approximately equal to their carrying amount.

Bank loans are classified as current liabilities unless EBOS has an unconditional right to defer settlement of the

liability for at least 12 months after the balance sheet date.

78EBOS Group Limited
2021 Annual Report

2021

A$’000

2020

A$’000

Bank overdraft facility, reviewed annually and payable at call:

Amount unused1,3641,368

1,3641,368

Bank loan facilities with various maturity dates through to June 2026

(2020: May 2023)

Amount used440,205 571,838

Amount unused749,295 520,909

1,189,500 1,092,747

E4. Borrowings facilities maturity profile

As at 30 June 2021, EBOS had unrestricted access to the following lines of available credit:

FacilityA$millionsMaturity

Term debt facilities ($AUD)250.01-2 years

Term debt facilities ($NZD)46.52-3 years

Term debt facilities ($AUD)125.02-3 years

Term debt facilities ($AUD)293.03-4 years

Term debt facilities ($AUD)75.04-5 years

Securitisation facility ($AUD)400.02-3 years

Less than

1 year

A$’000

1–2 years

A$’000

2–3 years

A$’000

3–4 years

A$’000

4–5 years

A$’000

5+ years

A$’000

To tal

A$’000

Bank loans

20217,1787,178170,859228,73850,251-464,204

2020255,81939,622293,091---588,532

The following table shows the remaining contractual maturity for EBOS’ borrowings at balance date. The table includes both

interest and principal (undiscounted) cash flows, with total bank loans of $440.2m (2020: $571.8m):

Financing activities

79EBOS Group Limited
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E5. Operating cash flows

Reconciliation of profit for the year with cash from operating activities:

For the financial year ended 30 June 2021

2021

A$’000

2020

A$’000

Profit for the year

184,049161,516

Add/(less) non-cash items:

Depreciation of property, plant and equipment20,813 19,523

Depreciation on right of use assets39,731 37,347

(Gain)/loss on sale of property, plant and equipment(103) 88

Amortisation of finite life intangible assets12,101 16,276

Share of profit from associates, net of dividends received(7,07 1) (3,355)

Expense recognised in respect of share-based payments3,749 2,664

Deferred tax(13,532) (3, 253)

55,688 69,290

Movement in working capital:

Trade and other receivables(133,912) (124,791)

Prepayments(1,330) (2,558)

Inventories(47,062) (14,182)

Current tax refundable/payable19,994 2,528

Trade and other payables209,619 115,642

Employee benefits16,479 2,655

Foreign currency translation of working capital balances87 210

63,875 (20,496)

Balances classified as investing activities(12,914)10,092

Working capital items acquired7,616 8,790

Net cash inflow from operating activities298,314 229,192

80EBOS Group Limited
2021 Annual Report

Accounting policies

Cash and cash equivalents comprise cash on hand and deposits readily convertible to cash and which are not subject to a

significant risk of change in value.

The Consolidated Cash Flow Statement is prepared exclusive of Goods and Services Tax (GST), which is consistent with the

method used in the Consolidated Income Statement.

• Operating activities include all transactions and other events that are not investing or financing activities.

• Investing activities are those activities relating to the acquisition and disposal of current and non-current investments

and any other non-current assets.

• Financing activities are those activities relating to changes in the equity and debt capital structure of the Group and

those activities relating to the cost of servicing EBOS’ equity capital.

Reconciliation of debt:

1 July 2020

A$’000

Net

(repayments)

A$’000

Borrowings

acquired

A$’000

Foreign currency

movement

A$’000

30 June 2021

A$’000

Bank loans571,838(131,859)-226440,205

1 July 2019

A$’000

Net

borrowings

A$’000

Borrowings

acquired

A$’000

Foreign currency

movement

A$’000

30 June 2020

A$’000

Bank loans532,34539,394996(897)571,838

E5. Operating cash flows continued

81EBOS Group Limited
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F1. Subsidiaries

The following entities comprise the significant trading and holding companies of the Group:

Parent and head entity: EBOS Group Limited

Ownership Interests

and Voting Rights

Subsidiaries (all balance dates 30 June unless otherwise noted)

Country of

Incorporation20212020

Pet Care Holdings Australia Pty LtdAustralia100%100%

EBOS Group Australia Pty LtdAustralia100%100%

EBOS Health & Science Pty LtdAustralia100%100%

PRNZ LimitedNew Zealand100%100%

Pharmacy Retailing NZ LimitedNew Zealand100%100%

Pet Care Distributors Pty LimitedAustralia100%100%

Masterpet Corporation LimitedNew Zealand100%100%

Masterpet Australia Pty LtdAustralia100%100%

Botany Bay Imports and Exports Pty LtdAustralia100%100%

QPharma Pty Ltd (formerly Aristopet Pty Ltd)Australia100%100%

EAHPL Pty LimitedAustralia100%100%

ZHHA Pty LtdAustralia100%100%

ZAP Services Pty LtdAustralia100%100%

Symbion Pty LtdAustralia100%100%

Intellipharm Pty LtdAustralia100%100%

Clinect Pty LtdAustralia100%100%

Lyppard Australia Pty LtdAustralia100%100%

DoseAid Pty LtdAustralia100%100%

Symbion Trade Receivables Trust

1

Australia100%100%

Blackhawk Premium Pet Care Pty LtdAustralia100%100%

Endeavour Consumer Health LimitedNew Zealand100%100%

Nexus Australasia Pty LtdAustralia100%100%

EBOS PH Pty LtdAustralia100%100%

Section F: EBOS Group structure

Section Overview

This section provides information to assist in understanding the EBOS Group legal structure and how it affects

the financial position and performance of the Group. Details of businesses acquired are presented in Section B.

82EBOS Group Limited
2021 Annual Report

Ownership Interests

and Voting Rights

Subsidiaries (all balance dates 30 June unless otherwise noted)

Country of

Incorporation20212020

TerryWhite Group Pty LtdAustralia100%100%

Chemmart Holdings Pty LtdAustralia100%100%

TW&CM Pty LtdAustralia100%100%

TWC IP Pty LtdAustralia100%100%

PBA Wholesale Pty LtdAustralia100%100%

VIM Health Pty LtdAustralia100%100%

PBA Finance No. 1 Pty LtdAustralia100%100%

PBA Finance No. 2 Pty LtdAustralia100%100%

Chem Plus Pty LtdAustralia100%100%

Pharmacy Brands Australia Pty LtdAustralia100%100%

VIM Health IP Pty LtdAustralia100%100%

Tony Ferguson Weight Management Pty LtdAustralia100%100%

Lite Living Pty LtdAustralia100%100%

Alchemy Holdings Pty LtdAustralia100%100%

Alchemy Sub-Holdings Pty LtdAustralia100%100%

HPS Holdings Group (Aust) Pty LtdAustralia100%100%

HPS Hospitals Pty LtdAustralia100%100%

HPS Corrections Pty LtdAustralia100%100%

HPS Services Pty LtdAustralia100%100%

Hospharm Pty LtdAustralia100%100%

HPS IVF Pty LtdAustralia100%100%

HPS Finance Pty LtdAustralia100%100%

HPS Brands Pty LtdAustralia100%100%

Endeavour CH Pty LtdAustralia100%100%

Ventura Health Pty LtdAustralia100%100%

You Save Management Pty LtdAustralia100%100%

Mega Save Management Pty LtdAustralia100%100%

Cincotta Holding Company Pty LtdAustralia100%100%

CC Pharmacy Investments Pty LtdAustralia100%100%

CC Pharmacy Promotions Pty LtdAustralia100%100%

CC Pharmacy Management Pty LtdAustralia100%100%

83EBOS Group Limited
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Shanghai EBOS Trading Co Ltd

(formerly Shanghai EBOS Business Management Co Ltd)China100%100%

ACN 618 208 969 Pty LtdAustralia100%100%

Warner and Webster Pty LtdAustralia100%100%

W & W Management Services PLAustralia100%100%

EBOS Medical Devices NZ LimitedNew Zealand100%100%

EBOS Medical Devices Australia Pty LtdAustralia100%100%

LMT Surgical Pty LtdAustralia100%100%

National Surgical Pty LtdAustralia100%100%

Healthcare Supply Partners Pty LtdAustralia100%100%

EBOS Aesthetics Pty LimitedAustralia100%-

F2. Investment in associates

Name of associate companyPrincipal activities

Date of

acquisition

Proportion

of shares

and voting

rights

acquired

Cost of

acquisition

A$’000

Animates NZ Holdings LimitedAnimal Care suppliesDecember 201150%17,353

Good Price Pharmacy Franchising Pty LimitedHealthcare suppliesOctober 201444.18%7, 286

Good Price Pharmacy Management Pty LimitedHealthcare suppliesOctober 201444.18%7, 286

The reporting date for Animates NZ Holdings Limited is 30 June. Animates NZ Holdings Limited is incorporated in

New Zealand.

Although the company holds 50% of the shares and voting power in Animates NZ Holdings Limited, this entity is not deemed to

be a subsidiary as the other 50% is held by a single shareholder, therefore EBOS is unable to exercise control over this entity.

The reporting date for Good Price Pharmacy Franchising Pty Limited and Good Price Pharmacy Management Pty Limited is

30 June. They are incorporated in Australia.

1

The balance date of all subsidiaries is 30 June aside from the Symbion Trade Receivables Trust which has a balance date of 31 December. The results of the Symbion

Trade Receivables Trust (“the Trust”) have been included in the Group results for the year to 30 June 2021. The Trust is consolidated as EBOS has the exposure, or

rights, to variable returns from its involvement with the Trust and the Group considers that it has existing rights that give it the current ability to direct the relevant

activities of the Trust.

84EBOS Group Limited
2021 Annual Report

F2. Investment in associates continued

The summary financial information in respect of the Group’s associates is set out below:

2021

A$’000

2020

A$’000

Statement of Financial Position

To tal as s e t s108,875117,058

Total liabilities(66,020)(74, 258)

Net assets42,85542,800

Group’s share of net assets21,25021,099

Income Statement

Total revenue157,325131,730

Total profit for the year14,478 7,7 19

Group’s share of profits of associates7,07 1 3,355

Movement in the carrying amount of the Group’s investment in associates:

Balance at the beginning of the financial year46,67941,074

New investments- 3,694

Share of profits of associates7,07 1 3,355

Share of dividends (5,761) (630)

Net foreign currency exchange differences(93) (814)

Balance at the end of the financial year47, 896 46,679

Goodwill included in the carrying amount of the Group’s investment

in associates

23,724 23,772

The Group’s share of the contingent liabilities of associates- -

The Group’s share of capital commitments of associates- -

Recognition and measurement

An associate is an entity over which EBOS has significant influence and that is neither a subsidiary nor an interest in a joint

venture or joint operation. EBOS has significant influence when it has the power to participate in the financial and operating

policy decisions of the investee, but is not in control or joint control over those policies.

Investments in associates are incorporated in the Group’s financial statements using the equity method of accounting.

Under the equity method, investments in associates are carried in the Consolidated Balance Sheet at cost and adjusted for

post-acquisition changes in EBOS’ share of the net assets of the associate, less any impairment in the value of individual

investments and less any dividends. Losses of an associate in excess of EBOS’ interest in that associate are recognised only

to the extent that EBOS has incurred legal or constructive obligations or made payments on behalf of the associate.

Any excess of the cost of acquisition over EBOS’ share of the net fair value of the identifiable assets, liabilities and

contingent liabilities of the associate recognised at the date of acquisition is recognised as goodwill. The goodwill is included

within the carrying amount of the investment and is assessed for impairment as part of that investment.

85EBOS Group Limited
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Section G: How we manage risk

G1. Financial risk management

The EBOS corporate treasury function provides services to the Group’s entities, co-ordinates access to financial markets,

and manages the financial risks relating to the operation of the Group.

EBOS does not enter into or trade financial instruments, including derivative financial instruments, for speculative

purposes. The use of financial derivatives is governed by Group policies approved by the Board of Directors, which provide

written principles on the use of financial derivatives. Compliance with policies and exposure limits is reviewed by the Board

of Directors on a regular basis.

Foreign currency risk

EBOS is exposed to foreign currency risk arising primarily from the procurement of goods denominated in foreign

currencies (US dollar, Australian dollars, Thai baht, Euro and British pound).

Foreign exchange rate exposures are managed utilising forward foreign exchange contracts.

It is the policy of the Group to enter into foreign exchange forward contracts to manage the foreign currency risk associated

with anticipated sales and purchase transactions typically out to 12 months of the exposure generated. It is the policy of the

Group to enter into foreign exchange forward contracts for up to 100% of forecasted foreign currency transactions for the

next six months and up to 80% of six to 12 months of forecasted foreign currency transactions.

All forward foreign currency contracts entered into fixed the exchange rate of highly probable forecast transactions,

denominated in foreign currencies, and are designated as cash flow hedges to reduce the Group’s cash flow exposure

resulting from variable movements in exchange rates.

The Group performs a qualitative assessment of effectiveness of hedges using the critical terms of the underlying

transaction and hedging instrument. It is expected that the value of the forward contracts and the value of the

corresponding hedged items will systematically change in opposite direction in response to movements in the underlying

exchange rates.

EBOS enters into forward foreign exchange contracts only in accordance with the Board approved treasury policy.

No sources of ineffectiveness emerged from these hedging relationships.

Section Overview

This section describes the financial risks that EBOS has identified and how it manages these risks, to protect

its financial position and financial performance. Management of these risks includes the use of financial

instruments to hedge against unfavourable interest rate and foreign currency movements.

86EBOS Group Limited
2021 Annual Report

Interest rate risk

EBOS is exposed to interest rate risk as it borrows funds in both New Zealand dollars and Australian dollars at floating

interest rates.

The risk is assessed and managed by the use of interest rate swap contracts. EBOS agrees to exchange the difference between fixed

and floating rate interest amounts calculated on agreed notional principal amounts. Such contracts enable EBOS to mitigate the

risk of changing interest rates on debt held.

It is the policy of the Group to enter into interest rate swap contracts to manage base interest rate risk associated with floating rate

Group borrowings of up to 100% of the exposure generated for 1-3 years, up to 80% for 3-5 years and up to 50% for 5-10 years.

All interest rate swap contracts exchanging floating rate interest amounts for fixed rate interest amounts are designated as cash

flow hedges to reduce the Group’s cash flow exposure resulting from variable interest rates on borrowings. The interest rate swaps

and the interest payments on the loan occur simultaneously and the amount accumulated in equity is reclassified to profit or loss

over the period that the floating rate interest payments on debt affect profit or loss.

The Group performs a qualitative assessment of the effectiveness of hedges using the critical terms of the underlying

transaction and hedging instrument. It is expected that the value of the interest rate swaps and the value of the corresponding

hedged items (floating rate borrowings) will systematically change in opposite direction in response to movements in the

underlying interest rates.

No sources of ineffectiveness emerged from these hedging relationships.

Interest rate swap contracts are only entered into in accordance with the Group’s Board approved treasury policy.

EBOS manages liquidity risk by maintaining adequate reserves, banking facilities and reserve banking facilities by continuously

monitoring forecast and actual cash flows and matching maturity profiles of financial assets and liabilities. Refer to note E4 for

information on EBOS’ borrowings facility maturity profile.

EBOS has adopted a policy of only dealing with credit worthy counter parties as a means of mitigating the risk of financial loss from

defaults. All bank balances are assessed to have low credit risk at each reporting date as they are held with reputable international

banking institutions.

Trade receivables consist of a large number of customers, spread across diverse sectors and geographical areas. On-going credit

evaluation is performed on the financial condition of the trade receivables. Credit assessments are undertaken to determine the

credit quality of the customer, taking into account their financial position, past experience and other relevant factors. Individual risk

limits are granted in accordance with the internal credit policy and authorised via appropriate personnel as defined by the Group’s

delegation of authority manual.

The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represents the

maximum exposure to EBOS of any credit risk.

EBOS does not have any significant credit risk exposure to any single counter party. The credit risk on liquid funds and derivative

financial instruments is limited because the counter parties are banks with high credit ratings assigned by international credit rating

agencies.

EBOS has not changed its overall strategy regarding the management of risk from 2020.

G1. Financial risk management continued

Liquidity risk

EBOS is exposed to liquidity risk as it must invest in significant levels of working capital such as inventory and accounts

receivable which can impact liquidity unless they are converted to cash.

Credit risk

EBOS is exposed to the risk of default in relation to receivables owing from its healthcare and animal care customers,

hedging instruments and guarantees and deposits held with banks and other financial institutions.

87EBOS Group Limited
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Recognition and measurement

EBOS has categorised these derivatives, both financial assets and financial liabilities, as Level 2 under the fair value

hierarchy contained within NZ IFRS 13. There were no transfers between fair value hierarchy levels during the current

or prior periods.

The fair value of forward foreign exchange contracts is determined using a discounted cash flow valuation.

Key inputs are based upon observable forward exchange rates, at the measurement date, with the resulting value

discounted back to present values.

Interest rate swaps are valued using a discounted cash flow valuation. Key inputs for the valuation of interest rate

swaps are the estimated future cash flows based on observable yield curves at the end of the reporting period,

discounted at a rate that reflects the credit risk of the various counter parties.

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are

subsequently remeasured to their fair value.

The fair values of financial assets and financial liabilities are determined as follows:

• The fair value of financial assets and financial liabilities with standard terms and conditions and traded on active

liquid markets are determined with reference to quoted market prices.

• The fair value of other financial assets and financial liabilities are determined in accordance with generally

accepted pricing models based on discounted cash flow analysis.

• The fair value of derivative instruments are calculated using quoted prices. Where such prices are not available,

use is made of discounted cash flow analysis using the applicable yield curve for the duration of the instruments.

The carrying amount of financial assets and financial liabilities recorded in the financial statements approximates

their fair values.

As hedge accounting has been applied for all derivatives, and no hedge ineffectiveness has occurred during the

period, the movement in these instruments has been recognised in other comprehensive income. The recognition

in profit or loss depends on the nature of the hedge relationship. EBOS designates these derivatives as cash flow

hedges of highly probable forecast transactions. Hedging gains or losses are recognised in the profit or loss when

the hedged items affect the profit or loss except where they are hedging non-financial items, in which case they

are recognised as an adjustment to the initial carrying value of the non-financial items (basis adjustment). When a

forward contract is used in a cash flow hedge relationship the Group has designated the change in fair value of the

entire forward contract, i.e. including the forward element, as the hedging instrument.

G2. Financial instruments

Derivatives

2021

A$’000

2020

A$’000

Other financial assets – derivatives (at fair value)

Forward foreign exchange contracts (i)44 109

44 109

Other financial liabilities – derivatives (at fair value)

Forward foreign exchange contracts (i)577367

Interest rate swaps (i)6,054 12,262

6,631 12,629

(i) Designated and effective as a cash flow hedging instrument carried at fair value.

88EBOS Group Limited
2021 Annual Report

G2. Financial instruments continued

Cash flow hedges

At the inception of a hedge relationship, the Group documents the relationship between the hedging instrument and the

hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions.

Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents whether the hedging instrument

that is used in a hedging relationship is highly effective in offsetting changes in cash flows of the hedged item attributable

to the hedged risk.

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is

recognised in other comprehensive income and accumulated as a separate component of equity in the hedging reserve.

The gain or loss relating to the ineffective portion is recognised immediately in profit or loss.

2021

A$’000

2020

A$’000

Buy Australian dollars6,853 9,415

Buy Euro3,735 4,889

Buy British pounds2,454 4,917

Buy Thai baht10,941 8,514

Buy US dollars25,886 32,851

49,869 60,586

2021

A$’000

2020

A$’000

Less than 1 year94,655 51,034

1 to 3 years195,000 264,781

3 to 5 years- 25,000

Greater than 5 years- -

289,655 340,815

Outstanding forward foreign currency contracts: nominal value

Outstanding interest rate swap contracts: nominal value

89EBOS Group Limited
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2021 Annual Report

Section H: Other disclosures

H1. Contingent liabilities

2021

A$’000

2020

A$’000

Contingent liabilities

Guarantees given to third parties320505

320505

H2. Commitments for expenditure

2021

A$’000

2020

A$’000

Capital expenditure commitments:

Plant22,232766

22,232766

H3. Subsequent events

Subsequent event

Subsequent to year end the Board has approved a final dividend to shareholders. For further details please refer

to note E2.

Section Overview

This section includes the remaining information relating to EBOS that is required to be presented so as to comply

with its financial reporting requirements.

Subsequent to balance date, in August 2021, the Group acquired a 100% equity interest in Pioneer Medical Limited

('Pioneer') for consideration of $40.0m, less net debt acquired.

Pioneer is a New Zealand based supplier of orthopaedic supplies. Pioneer was acquired as it is a profitable

medical devices business which the Group believes fits strategically within its Healthcare segment operations.

90EBOS Group Limited
2021 Annual Report

H4. Related party disclosures

Key management personnel compensation

2021

A$’000

2020

A$’000

Employee benefits14,10612,173

14,10612,173

EBOS operates a long term incentive scheme whereby eligible staff receive performance rights entitling each holder of the

performance right to 1 new share per right issued (or payment of cash in lieu, at the Board’s discretion). Performance rights do not

vest until performance conditions are met over a three year period. In the current year, 313,890 performance rights were issued with

a 3 year performance period of 1 July 2020 to 30 June 2023 (2020: 205,263 with a 3 year performance period of 1 July 2019 to

30 June 2022).

EBOS also operates a long term incentive share plan whereby EBOS provides an interest free, non-recourse loan to participating

senior executives in order for those executives to purchase shares in the company. While the shares are issued and held in the

executive’s name, the shares will not vest unless and until performance conditions are met. The executive cannot deal in the shares

unless and until those shares vest. All net dividends received in respect of the shares must be applied to the repayment of the

interest-free loan. In 2018, 585,000 vested shares were issued with an issue price of NZ$17.35. The performance period in relation to

these shares was 1 July 2017 to 30 June 2020. No shares have been issued under this plan since 2018.

H5. Remuneration of auditors

All non-audit services provided by EBOS Group’s Auditor require pre-approval by the Audit and Risk Committee. Before any

non-audit services are approved, the Audit and Risk Committee must be satisfied that the provision of such services will not have

any influence on the independence of the auditors.

2021

A$’000

2020

A$’000

Auditor of the Group (Deloitte)

Audit of the financial statements600 614

Audit related services for review of interim financial statements202220

Taxation compliance4 6

806 840

91EBOS Group Limited
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H6. Leases

The Group as a lessee

The Group assesses whether a contract is or contains a

lease at inception of the contract. The Group recognises

a right of use (ROU) asset and a corresponding liability

with respect to all lease arrangements in which it is the

lessee, except for short-term leases (defined as leases

with a lease term of twelve months or less) and leases of

low value assets. For these leases, the Group applies the

practical expedient and recognises the lease payments

as an operating expense on a straight-line basis over

the term of the lease unless another systematic basis

is more representative of the time pattern in which

economic benefits from the lease assets are consumed.

The lease liability is initially measured at the present

value of the lease payments that are not paid at the

commencement date, discounted by using the rate

implicit in the lease. If this rate cannot be readily

determined, the Group uses its incremental borrowing

rate (IBR).

Lease payments included in the measurement of the

lease liability comprise:

• fixed lease payments, less incentives receivable;

• variable lease payments that depend on an index or

rate, initially measured using the index or rate at the

commencement date;

• the amount expected to be payable by the lessee

under residual value guarantees;

• the exercise price of purchase options, if the lessee is

reasonably certain to exercise the options; and

• payments of penalties for terminating the lease,

if the lease term reflects the exercise of an option to

terminate the lease.

The lease term is the non-cancellable period of a lease,

together with periods covered by an option (available to

the lessee only) to extend or terminate the lease if the

lessee is reasonably certain to exercise/not to exercise

that option. In determining the lease term, the Group

considers all facts and circumstances that create an

economic incentive to exercise/not exercise an option.

The lease liability is presented as a separate line in the

Consolidated Balance Sheet.

The lease liability is subsequently measured by

increasing the carrying amount to reflect interest on the

lease liability (using the effective interest method) and

by reducing the carrying amount to reflect the lease

payments made.

The Group remeasures the lease liability (and makes

a corresponding adjustment to the related ROU asset)

whenever:

• The lease term has changed or there is a change in the

assessment of exercise of a purchase option, in which

case the lease liability is remeasured by discounting

the revised lease payments using a revised discount

rate.

• The lease payments change due to changes in an

index or rate or a change in expected payment under

a guaranteed residual value, in which cases the lease

liability is remeasured by discounting the revised lease

payments using the initial discount rate.

• A lease contract is modified and the lease modification

is not accounted for as a separate lease, in which case

the lease liability is remeasured by discounting the

revised lease payments using a revised discount rate.

The ROU assets comprise the initial measurement of the

corresponding lease liability, lease payments made at

or before the commencement date and any initial direct

costs. They are subsequently measured at cost less

accumulated depreciation and impairment losses.

Whenever the Group incurs an obligation for costs to

dismantle and remove a leased asset, restore the site on

which it is located or restore the underlying asset to the

condition required by the terms and conditions of the lease,

a provision is recognised and measured under NZ IAS 37

Provisions, Contingent Liabilities and Contingent Assets.

ROU assets are depreciated over the shorter period of

either the lease term or the useful life of the underlying

asset. If a lease transfers ownership of the underlying

asset or the cost of the ROU asset reflects that the

Group expects to exercise a purchase option, the

related ROU asset is depreciated over the useful life

of the underlying asset. The depreciation starts at the

commencement date of the lease.

The ROU assets are presented as a separate line in the

Consolidated Balance Sheet.

The Group applies NZ IAS 36 Impairment of Assets

to determine whether an ROU asset is impaired and

accounts for any identified impairment loss under this

standard.

Variable rents that do not depend on an index or rate

are not included in the measurement of the lease

liability and the ROU asset. The related payments are

recognised as an expense in the period in which the

event or condition that triggers those payments occurs

and are included in the line “operating lease rental

expenses” in the Consolidated Income Statement.

As a practical expedient, NZ IFRS 16 Leases permits

a lessee not to separate non-lease components, and

instead account for any lease and associated non-lease

components as a single arrangement. The Group has

adopted this practical expedient.

92EBOS Group Limited
2021 Annual Report

H6. Leases continued

Right of use assets

Land and

buildings

A$’000

Office, plant and

equipment

A$’000

Motor vehicles

A$’000

To tal

A$’000

Cost

Balance as at 1 July 2020245,65410,5364,088260,278

Additions40,6391,7181,58543,942

Disposals(8,109)(321)(876)(9,306)

Forex(442)(16)(5)(463)

Balance as at 30 June 2021

27 7,74211,9174,792294,451

Accumulated depreciation

Balance as at 1 July 2020(33,594)(2,310)(1,443)(37,347)

Disposals3,7112648304,805

Depreciation expense(35, 269)(2,803)(1,659)(39,731)

Forex175122189

Balance as at 30 June 2021

(64,977)(4,837)(2,270)(72,084)

Net book value

As at 30 June 2020

212,0608,2262,645222,931

As at 30 June 2021

212,7657,0802,522222,367

93EBOS Group Limited
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2021 Annual Report

H6. Leases continued

2021

A$’000

2020

A$’000

Amounts recognised in profit and loss

Depreciation on right of use assets39,73137,347

Finance costs – leases7,7058,126

Expense relating to short term leases and low value assets5,0805,091

Lease liabilities

Current36,49833,846

Non-current203,621203,300

Maturity analysis (undiscounted future cash flows)

Ye ar 143,38840,960

Ye ar 238,89938,800

Ye ar 336,87135,436

Ye ar 433,66033,494

Ye ar 526,26830,348

Onwards92,73691,672

271,822270,710

Cash outflows for leases

Interest on lease liabilities(7,705)(8,126)

Repayments of lease liabilities(35, 261)(31,957)

Short term leases and low value asset leases(5,080)(5,091)

(48,046)(45,174)

H7. New accounting standards

The Group has adopted all new accounting standards that have become effective during the current year. The adoption of

these new standards has had no impact upon these financial statements.

The Group is not aware of any NZ IFRS Standards or Interpretations that have been recently issued or amended that have

not yet been adopted by the Group that would materially impact the Group for the reporting period ended 30 June 2021.

94EBOS Group Limited
2021 Annual Report

As at 16 July 2021

Twenty largest shareholdersFully paid shares

Percentage of

paid capital

Sybos Holdings Pte Limited31,021,18418.90

Citibank Nominees (New Zealand) Limited – NZCSD CNOM9011, 207,1806.83

Forsyth Barr Custodians Limited 1 – CUSTODY7, 2 10,0284.39

HSBC Nominees (New Zealand) Limited NZCSD HKBN907,009,18 84.27

National Nominees Limited – NZCSD NNLZ905,398,6623.29

FNZ Custodians Limited5,136,1313.13

Accident Compensation Corporation – NZCSD ACCI404,912,7472.99

Custodial Services Limited A/C 44,906,6352.99

JP Morgan Nominees Australia Limited4,589,8272.80

BNP Paribas Nominees (NZ) Limited – NZCSD BPSS404,125,1332.51

Custodial Services Limited A/C 33,189,7551.94

HSBC Custody Nominees (Australia) Limited3,119,7531.90

Tea Custodians Limited Client Property Trust Account – NZCSD TEAC402,946,8031.79

HSBC Nominees A/C NZ Superannuation Fund Nominees Limited – NZCSD SUPR402,780,8731.69

JP Morgan Chase Bank NA NZ Branch-Segregated Clients Acct – NZCSD CHAM242,410,7791.47

Custodial Services Limited A/C 22 , 2 27,7551.36

New Zealand Depository Nominee Limited A/C 1 Cash Account2,203,5101.34

HSBC Nominees (New Zealand) Limited A/C State Street – NZCSD HKBN452,097,3301.28

JBWere (NZ) Nominees Limited NZ Resident A/C1,964,1151.20

Whyte Adder No 3 Limited1,796,4251.09

110,253,81367.16

Additional stock exchange information

Number of ordinary sharesAs at balance dateAs at 16 July 2021

164,164,053164,164,053

Number of unquoted performance rightsAs at balance dateAs at 16 July 2021

652,135956,294

Substantial product holders and number of securities

The following information is provided in compliance with section 293 of the Financial Markets Conduct Act and the ASX

Listing Rules.

95EBOS Group Limited
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2021 Annual Report

Distribution of shareholders and shareholdingsHolders

Fully paid

ordinary shares

Percentage of

paid capital

Size of Holding

1 to 1,0006,5072,652,2441.62

1,001 to 5,0003,7448,716,4415.31

5,001 to 10,0007615,429,9323.31

10,001 to 100,00057112,485,3227.60

100,001 and over67134,880,11482.16

To tal11,650164,164,053100.0

Unmarketable parcels

As at 16 July 2021, there were 204 shareholders (with a total of

1,389 shares) holding less than a marketable parcel of shares,

based on the closing price of the Company’s shares on the

ASX of A$29.84. The ASX Listing Rules define a marketable

parcel of shares as a parcel of shares of not less than A$500.

Waivers granted from the NZX and ASX Listing Rules

Waivers granted from the application of NZX and ASX Listing

Rules are published on the Company’s website.

The terms of the Company’s admission to the ASX and

on-going listing requires the following disclosures:

1. The Company is not subject to Chapters 6, 6A, 6B and 6C of

the Australian Corporations Act dealing with the acquisition

of shares (including substantial holdings and takeovers).

2. Limitations on the acquisition of securities imposed under

New Zealand law are as follows:

(a) In general, securities in the Company are freely

transferable and the only significant restrictions or

limitations in relation to the acquisition of securities are

those imposed by New Zealand laws relating to takeovers,

overseas investment and competition.

(b) The New Zealand Takeovers Code creates a general rule

under which the acquisition of 20% or more of the voting

rights in the Company or the increase of an existing holding

of 20% or more of the voting rights of the Company can

only occur in certain permitted ways. These include a full

takeover offer in accordance with the Takeovers Code, a

partial takeover in accordance with the Takeovers Code, an

acquisition approved by an ordinary resolution, an allotment

approved by an ordinary resolution, a creeping acquisition

(in certain circumstances), or compulsory acquisition of a

shareholder holding 90% or more of the shares.

(c) The New Zealand Overseas Investment Act 2005 and

Overseas Investment Regulations 2005 (New Zealand)

regulate certain investments in New Zealand by overseas

interests. In general terms, the consent of the New Zealand

Overseas Investment Office is likely to be required where

an ‘overseas person’ acquires shares in the Company

that amount to 25% or more of the shares issued by the

Company, or if the overseas person already holds 25% or

more, the acquisition increases that holding.

(d) The New Zealand Commerce Act 1986 is likely to prevent

a person from acquiring shares in the Company if the

acquisition would have, or would be likely to have, the effect

of substantially lessening competition in the market.

Voting Rights

Shareholders may vote at a meeting of shareholders either in

person or by proxy, attorney, or representative.

In a poll every shareholder present in person or by proxy,

attorney or representative has one vote for each share.

Additional stock exchange information continued

Substantial holder name*Ordinary shares as at

balance date

Percentage of share

capital as at

balance date

Ordinary shares as

at 16 July 2021

Percentage of share

capital as at

16 July 2021

Sybos Holdings Pte Limited31,021,18418.90%31,021,18418.90%

Jardan Securities Limited

and Harbour Asset

Management Limited

8,236,3245.02%8 ,137,4804.96%

*based on substantial holding notices received by the Company.

96EBOS Group Limited
2021 Annual Report

ObjectiveProgress during 2020/2021

Aim to increase the proportion of women on the Board

as vacancies arise, having regard to the circumstances

(including skill requirements) relating to the vacancies.

No new directors were appointed during the 2021 financial

year. However, on 14 June 2021 EBOS announced the

appointment of Dr Tracey Batten to the Board with effect from

1 July 2021.

As at the date of this report, 43% of directors are female.

Aim to increase the proportion of women in executive and

senior leadership roles by identifying internal talent through

robust succession planning, developing female leaders

and acquiring external talent through fair and objective

recruitment practices.

A new Recruitment and Selection Policy was launched during

the period to help ensure there is a continued focus on

diversity and inclusion in recruitment practices.

Succession planning was conducted and gender

representation in this process was reported to the Board.

Ensure a remuneration framework is in place that will allow

the organisation to complete an objective analysis of EBOS

pay equity annually to monitor pay rates and identify if

there are any gender based pay issues that need to be

addressed.

A new remuneration framework is in development with

external remuneration consultants to help ensure pay equity is

managed across the Group.

Continue to promote family friendly and flexible work place

practices including but not limited to a commitment to

supporting those on parental leave, supporting flexible return to

work arrangements and on-going flexible work arrangements

that suit both the organisation and the individual.

A new Flexible Working Policy was launched during the period

which, amongst other things, supports return to the office

arrangements following periods of working from home during

COVID-19 restrictions.

Continue to commit to the EBOS Reconciliation Action Plan

(RAP) in Australia and improving cultural awareness across

both Australia and New Zealand.

In 2019/20, EBOS launched its first RAP as part of its

commitment to reconciliation between Aboriginal and Torres

Strait Islanders and the broader Australian population.

As part of this commitment, in 2020/21 212 leaders participated

in cultural awareness training in Australia.

Educate our leaders through training to ensure they are

equipped and can role model the principles outlined in our

Diversity & Inclusion Policy and bring the policy to life in our

workplace.

A number of workshops were conducted to roll out the Values

and Behaviours of the Divisions of EBOS, which include

commitments to diversity and inclusion. Further to this 197

leaders participated in specific training on Behaviours of

Inclusion training.

The Board and management of EBOS Group Limited are

committed to ensuring that the Company adheres to best

practice and governance principles and maintains high ethical

standards.

The 2021 Corporate Governance Statement relating to the

Company and its subsidiaries (the Group) can be found at:

https://ebosgroup.gcs-web.com/corporate-governance.

The Corporate Governance Statement refers to a number of

codes, policies and charters of the Group. These documents

(or a summary of them) can be found in the Group’s Corporate

Governance Code at https://ebosgroup.gcs-web.com/

corporate-governance.

For the purposes of compliance with the NZ Companies Act,

NZX Listing Rules and NZX Corporate Governance Code dated

10 December 2020 (2020 Code), the following disclosures are

included in the Annual Report.

Diversity

In February 2021, the Board approved a new Diversity &

Inclusion Policy (replacing the previous Diversity Policy).

The Board also approved revised objectives in relation to

diversity. The revised objectives reflect the principles and areas

of focus outlined in the policy. The objectives outlined below

build upon those disclosed in previous years with objectives in

relation to reconciliation and leadership training also included.

The Diversity & Inclusion Policy is set out as Appendix F of the

Corporate Governance Code. Under the policy, the Board is

responsible for setting measurable objectives for achieving

diversity. Set out below is the Board’s assessment of the

objectives for the 2020/21 year:

Corporate Governance

97EBOS Group Limited
2021 Annual Report

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Director independence

As at 30 June 2021, the Board’s assessment of the independence

of each person that was a director is set out below.

NameStatusAppointment date

Elizabeth CouttsIndependent

1

July 2003

Nicholas DowlingIndependentFebruary 2020

Stuart McGregorNon-independentJuly 2013

Stuart McLauchlanIndependentJuly 2019

Sarah OttreyIndependentSeptember 2006

Peter WilliamsNon-independentJuly 2013

Elizabeth Coutts, Nicholas Dowling, Stuart McLauchlan

and Sarah Ottrey were determined as Independent.

Nicholas Dowling and Stuart McLauchlan were appointed

to the Board in the 2019/20 financial year and do not have

relationships which may impact the Board’s assessment

of their independence. In relation to Elizabeth Coutts and

Sarah Ottrey, the Board is unanimously of the view that each

director brings, amongst other things, an independent view to

decisions in relation to EBOS and that their tenure is not,

of itself, an indication that they are no longer Independent.

Update since balance date

Dr. Tracey Batten joined the Board on 1 July 2021 and is

considered to be Independent.

On 6 July 2021, the Company announced that the Board had

determined that Peter Williams and Stuart McGregor were

Independent Directors (as defined in the NZX Listing Rules).

Mr Williams and Mr McGregor were first appointed to the

EBOS Board in 2013 in connection with the investment in

EBOS by Sybos (an entity that is part of the Zuellig Group).

Mr Williams and Mr McGregor’s associations with the Zuellig

Group have changed since that time and the Board is

unanimously of the view that they bring an independent view

to decisions regarding EBOS.

Accordingly, as at the date of this Annual Report all directors

are Independent Directors.

2020 Code

Under NZX Listing Rule 3.8.1(b), EBOS is required to state in

the Annual Report which recommendations in the 2020 Code

were not followed in the financial year ended 30 June 2021.

Gender representation

The Group’s gender representation as at 30 June 2021 was as follows:

BoardFemale %Female (no.)Male %Male (no.)

2019/2033.3266.64

2020/2133.3266.64

OfficerFemale %Female (no.)Male %Male (no.)

2019/2033.3366.66

2020/2133.3366.66

GroupFemale %Male %

2019/205842

2020/215941

Officer has the meaning given in the NZX Listing Rules.

RecommendationComment

3.4 – Nomination

Committee

The Board does not have a nomination

committee. The Board has determined,

having regard to the current

composition of the Board, that a

nomination committee is not currently

required. The Board undertakes

the functions that were previously

delegated to a nominations committee.

5.2 – Remuneration

policy

EBOS has a remuneration policy.

The policy does not include the

relative weightings of remuneration

and performance criteria. This

information is included in the

Company’s Corporate Governance

Statement (as required under the

policy) to ensure it accurately reflects

the remuneration structures.

1

Independent means that the director is considered to be an Independent Director

as defined under the NZX Listing Rules and independent having regard to the

factors set out in the ASX Corporate Governance Council’s Corporate Governance

Principles & Recommendations.

98EBOS Group Limited
2021 Annual Report

Remuneration

Remuneration Overview

EBOS Group Limited presents this remuneration overview for

the Company and its controlled entities for the year ended

30 June 2021. This overview provides details beyond those

required under New Zealand laws and the NZX Corporate

Governance Code. The Board considers that it is important

to provide an appropriate level of transparency around the

Group’s approach to remuneration in order to encourage

confidence in the Group’s executive and non-executive

director remuneration processes.

This overview provides details of the Group’s approach to

remuneration including incentive plans for senior executives

that were in place for the reporting year and remuneration

received by the CEO and the directors.

Remuneration Philosophy and Principles

It is recognised that in order to support the business and

its strategy, the Group must attract and retain people of a

high calibre. Accordingly, the Board sets the remuneration

of directors and executives with regard to this and other

business objectives.

Specifically in relation to executives, it is the policy of the

Group to align components of executive remuneration

with the performance of the Group. Accordingly, executive

remuneration comprises fixed and ‘at risk’ (or performance-

based) elements which are both short and long-term in nature.

The purpose of this policy is to ensure that the interests of the

executives, the Group and its shareholders are aligned during

the period over which the business results are realised.

As a result the remuneration framework is structured to

promote the long-term sustainable growth of the Group

with a significant portion of performance-based executive

remuneration awarded as rights to equity.

Remuneration Governance

As set out in the Charter for the Remuneration Committee,

the Committee is responsible for reviewing, recommending

and, if delegated by the Board, setting, in accordance with

the Group’s Remuneration Policy and Group practices,

all components of the remuneration of the directors and

executives. The charter for the Remuneration Committee

can be found at https://ebosgroup.gcs-web.com/corporate-

governance.

The Remuneration Committee is responsible for:

• approving the remuneration of executives; and

• recommending non-executive director remuneration to

the Board.

The Board is responsible for:

• approving non-executive director remuneration; and

• approval of remuneration policies.

The members of the Remuneration Committee during the year

were Elizabeth Coutts (Chair), Stuart McLauchlan and Sarah

Ot trey.

Executive Remuneration Framework

The Group’s remuneration structure for executives, including

the CEO, comprises three elements:

• Total Fixed Remuneration (TFR);

• Short-Term Incentive (STI); and

• Long-Term Incentive (LTI).

The following summarises each component of executive

remuneration. A summary of the remuneration of the CEO,

Mr John Cullity, is set out in table 5.

a. Total Fixed Remuneration (TFR)

Fixed remuneration may include a component of compulsory

superannuation contributions for Australian-based executives

and KiwiSaver contributions for New Zealand-based

executives. Executives fixed remuneration is set by reference

to the person’s position, performance at EBOS, market data

for comparable companies, their qualifications and their

experience.

b. Short Term Incentive (STI)

The STI is currently an annual cash payment which is

dependent on the achievement of a combination of Group

and individual performance measures.

The performance measures are set by reference to the

executive’s responsibilities and particular projects relevant to

that executive and the business or function for which they are

responsible. The purpose of the STI is to reward executives for

meeting measurable objectives linked to a financial year.

For example, for executives that are responsible for

businesses in the Group, their performance measures may be

set by reference to the performance of that business and the

Group as a whole.

For executives that have functional responsibilities, their

performance objectives may be set by reference to the

financial performance of the Group.

99EBOS Group Limited
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Financials

FeatureApproach

Purpose

Align individual performance with Group objectives.

Provide individuals with a competitive market position for total reward (i.e. variable and

fixed pay components).

Eligibility

Those considered for participation in the program must be able to impact the performance

of their own work area, their business or function and also contribute to the Group’s overall

performance.

Instrument

Cash.

Performance Criteria

The following criteria must be met before any payments are made:

• Group Profit Before Tax (PBT) target for the financial year; and

• for those with business unit responsibilities, either segment EBIT or EBITDA targets for the

financial year (Healthcare or Animal Care).

Table 1: FY2021 STI plan

FeatureApproach

Purpose

Align a portion of executives’ total remuneration with the medium to long term performance

of the Group.

Eligibility

The Remuneration Committee determines whether an LTI plan will operate and the extent

(if any) to which each executive is invited to participate in an LTI plan.

Instrument

Performance Rights (PRs) which are rights to acquire ordinary shares in the Company for nil

consideration.

Settlement

PRs can be settled either in equity or a cash equivalent at the discretion of the Board.

Performance periodThree years from 1 July 2020 to 30 June 2023.

Vesting conditions

• Continuous employment with the Group;

• Growth in the Company’s earnings per share in each year of the performance period or

cumulatively over the performance period must equal or exceed a specific percentage

target.

During FY2021, the Board has also introduced a ‘stretch’ target for certain senior executives

to recognise outperformance by the Group. The number of performance rights issued to

Mr Cullity under LTI2020/23 is representative of this stretch target.

Dividends and

voting rights

PRs do not have voting rights or accrue dividends.

Table 2: LTI 2020/23 plan

c. Long-Term Incentive (LTI)

EBOS Group has a long-term incentive plan which currently takes the form of a performance rights plan.

The table below sets out the key terms for the LTIs granted during the year ended 30 June 2021.

100EBOS Group Limited
2021 Annual Report

FeatureApproach

Clawback

The Board has broad discretion to adjust downwards including to zero unvested or vested LTI

awards where, in the opinion of the Board, the CEO or an executive has:

• acted fraudulently, dishonestly or engaged in gross misconduct or is in breach of their

obligations to the Group;

• acted in a way that has contributed to material reputational damage to the Group; or

• received PRs that have vested as a result of fraud, dishonesty or breach of obligations of any

person or as a result of a material misstatement of the financial statements of the Group.

Restriction on

hedging

Hedging of PRs by executives is not permitted.

Change of control

Vesting of PRs is subject to Board discretion.

Cessation of employment

Resignation: subject to the Board determining otherwise, unvested PRs are forfeited. Vested PRs

remain on foot.

Termination for cause: if an executive’s employment is terminated for cause, subject to the Board

determining otherwise, unvested and vested performance rights are forfeited.

Termination without cause (including circumstances such as redundancy and retirement):

the Board shall determine the treatment of unvested performance rights. All vested PRs remain

on foot unless otherwise determined by the Board.

Table 2: LTI 2020/23 plan continued

d. Executive Remuneration Mix

The Group’s Remuneration Policy does not include the relative weightings of remuneration and performance criteria.

As required under the Group’s Remuneration Policy, the relative weightings of realised executive remuneration components in

the financial year ended 30 June 2021 is set out in the Group’s Corporate Governance Statement.

CEO Remuneration

a. Past Financial Performance

The table below presents the financial performance for EBOS Group Limited for the previous five financial years.

Table 3: Past Financial Performance

20212020201920182017

N PAT

1

A$185.3mA$162.5mA$137.7mA$137.3mA$125.9m

Basic EPSA$113.2cpsA$100.6cpsA$89.8cpsA$90.4cpsA$83.0cps

Share price at end of financial year

NZ$32.30NZ$21.61NZ$23.15NZ$17.95NZ$17.50

Total dividends in period (NZ$ cps)88.57 7.571.568.563.0

Total shareholder return

2

53.56%(3.30%)32.95%6.49%10.82%

Note 1: Net profit after tax attributable to owners of the company.

Note 2: Total shareholder return is calculated as the share price at the end of the year plus dividends declared in relation to that year divided by the opening

share price for the year.

101EBOS Group Limited
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Table 4: CEO Contract

Table 5: Summary of total realised remuneration

Contract durationNotice period –

company

Notice period –

CEO

Termination provision

(where notice provided)

Post-employment

restraint

Ongoing until

terminated by

either party

12 months unless

for cause

12 months12 months18 months

Financial yearFixed remuneration

(including superannuation)

STILT I

2021A$1,350,000A$1,350,000A$1,000,000

2020A$1,350,000A$1,150,000A$1,000,000

b. Key terms of CEO employment contract

The table below sets out the key terms of Mr Cullity’s employment contract.

c. CEO Remuneration Outcomes for FY21

The table below sets out the realised remuneration outcomes for Mr Cullity during the 2021 and 2020 financial years.

The amounts set out in this section may differ from the

amounts included in Note H4 to the Financial Report and the

table of employee remuneration included on pages 104 and

105 which are reported according to accounting standards.

The accounting values of remuneration reported may not

reflect what a person was actually paid during the financial

year, particularly due to the valuation of share based

payments and accrual of short term incentives. A summary

of total realised remuneration received by Mr Cullity during

the year ended 30 June 2021 is set out in Table 5 above.

Fixed remuneration

In the financial year ended 30 June 2021 Mr Cullity received

fixed remuneration of $1,350,000. This includes compulsory

superannuation contributions. The Board considered that

despite the Group’s strong financial performance it was

appropriate, having regard to the uncertain impact of

the COVID-19 pandemic on the Group at the time, that Mr

Cullity’s fixed remuneration should remain the same as

FY2020.

Short Term Incentive (STI) payment

In the financial year ended 30 June 2021, Mr Cullity

received an STI payment of $1,350,000. This payment was

based on the financial performance of the Group for the

prior year (that is, the year ended 30 June 2020) (2020 STI).

With regard to the 2020 STI, a target was set by reference

to the Group’s 2020 underlying Profit Before Tax results

(Target). If the Group’s underlying Profit Before Tax (PBT)

results were equal to:

• the Target, 75% of the STI was payable;

• 102% of the Target, 90% of the STI was payable; and

• 103.5% of the Target, Mr Cullity’s maximum STI

entitlement was payable.

Mr Cullity received his maximum STI entitlement under the

2020 STI.

2021 STI

In relation to the STI for the year ended 30 June 2021,

a similar structure for the STI was adopted. Mr Cullity’s

STI entitlement under the 2021 STI is $1,820,000 and it is

expected that Mr Cullity will receive the STI entitlement

during the 2022 financial year.

Long Term Incentives

During the year ended 30 June 2021, Mr Cullity received

long term incentives of $1,000,000.

The performance conditions for the performance rights

granted during the year ended 30 June 2021 are described

in section c and table 2 above.

The maximum LTI opportunity for Mr Cullity in the form of

equity instruments for the year ended 30 June 2021 was

A$1,650,000.

In addition, in July 2021, Mr Cullity, together with other

senior executives, was issued with performance rights in

relation to the performance period 1 July 2021 to

30 June 2024.

102EBOS Group Limited
2021 Annual Report

Long term incentives in the form of equity instruments received by Mr Cullity to date are:

Performance PeriodInstrumentVested/Unvested

LTI – 2021/20241 July 2021 to 30 June 202494,124 performance rightsUnvested

LTI – 2020/20231 July 2020 to 30 June 202375,000 performance rightsUnvested

LTI – 2019/20221 July 2019 to 30 June 202245,455 performance rightsUnvested

LTI – 2018/20211 July 2018 to 30 June 202147,500 performance rightsUnvested

LTI – 2017/20201 July 2017 to 30 June 2020110,000 loan-backed sharesVested

LTI – 2016/20191 July 2016 to 30 June 201995,000 loan backed sharesVested

PositionFees (NZD)

Chair$320,000

Director (other than Chairman)$160,000

Chair of Audit and Risk Committee$37, 500

Chair of Remuneration Committee$20,000

Member of Audit and Risk Committee$17, 500

Member of Remuneration Committee$10,000

Table 6: LTIs – Chief Executive Officer

Table 7: Non-executive director fees by position

LTI 2018/2021

In relation to the 47,500 performance rights issued in respect

of the performance period 1 July 2018 to 30 June 2021, it is

expected that these performance rights will vest shortly after

the release of the Annual Report.

Vested LTI Shares

In previous financial years, EBOS operated a long term

incentive share plan whereby EBOS provided an

interest-free, non-recourse loan to participating senior

executives, including Mr Cullity, in order for those executives

to purchase shares in the Company. Those shares have

vested. The loan balances in respect of those vested shares

as at 30 June 2021 are as follows:

• LTI 2016/2019 – 95,000 shares – NZ$1,470,354;

• LTI 2017/2020 – 110,000 shares – NZ$1,662,270.

Non-Executive Director Remuneration

The remuneration of non-executive directors is set by

reference to the time commitment and responsibilities of

the non-executive directors (including any commitment as

a member of a Board committee) and is set at a level which

is designed to attract and retain experienced and qualified

Board members and provide appropriate remuneration for

their time and expertise. Market rates for non-executive

director remuneration for comparable companies (by size,

industry classification and/or complexity) are also taken into

account.

Non-executive directors do not receive performance-based

remuneration.

Total remuneration for non-executive directors is subject to an

aggregate fee pool limit of NZ$1,410,000 (including payments

made in respect of KiwiSaver and compulsory superannuation

contributions) in any financial year. The fee pool was approved

by shareholders at the Annual Meeting held on 15 October 2019.

103EBOS Group Limited
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Financials

Directors’ remuneration and other benefits required to be disclosed pursuant to section 211(1) of the Companies Act 1993

for the year ended 30 June 2021 were as follows:

Table 8: Non-executive director fees paid during the year ended 30 June 2021

Director

Base Fee

NZ$

Audit and Risk

Committee*

NZ$

Remuneration

Committee*

NZ$

Total

NZ$

E Coutts 320,00017, 50020,000357, 500

N Dowling160,00017, 500-17 7, 500

S McGregor160,000 --160,000

S McLauchlan160,000 37, 50010,000207, 500

S Ottrey160,000 -10,000170,000

P Williams160,000 --160,000

104EBOS Group Limited
2021 Annual Report

Employee Payment Bands

Grouped below, in accordance with Section 211 of the Companies Act 1993, are the number of employees or former

employees of the Company and its subsidiaries, including those based in Australia, who received remuneration and other

benefits in their capacity as employees totalling NZ$100,000 or more during the year.

Employee

remuneration (NZ$)

30 June 2021

Number of Employees

$100,000 to $110,000 188

$110,000 to $120,000 104

$120,000 to $130,000 65

$130,000 to $140,000 76

$140,000 to $150,000 65

$150,000 to $160,00047

$160,000 to $170,000 50

$170,000 to $180,000 38

$180,000 to $190,000 16

$190,000 to $200,000 32

$200,000 to $210,000 26

$210,000 to $220,000 19

$220,000 to $230,00016

$230,000 to $240,000 10

$240,000 to $250,00017

$250,000 to $260,000 12

$260,000 to $270,000 9

$270,000 to $280,0007

$280,000 to $290,000 3

$290,000 to $300,0007

$300,000 to $310,000 5

$310,000 to $320,000 4

$320,000 to $330,000 2

$330,000 to $340,000 2

$350,000 to $360,000 2

$360,000 to $370,000 3

$370,000 to $380,000 3

$380,000 to $390,000 4

$390,000 to $400,0001

$400,000 to $410,000 1

$410,000 to $420,000 4

$430,000 to $440,000 2

$450,000 to $460,0003

105EBOS Group Limited
2021 Annual Report

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Financials

Employee

remuneration (NZ$)

30 June 2021

Number of Employees

$470,000 to $480,000 1

$540,000 to $550,000 1

$660,000 to $670,000 1

$730,000 to $740,000 1

$760,000 to $770,0001

$880,000 to $890,0001

$910,000 to $920,0001

$1,030,000 to $1,040,0001

$1,120,000 to $1,130,000 1

$1,130,000 to $1,140,000 1

$1,310,000 to $1,320,000 1

$1,560,000 to $1,570,000 1

$1,670,000 to $1,680,000 1

$2,090,000 to $2,100,0001

$4,150,000 to $4,160,0001

106EBOS Group Limited
2021 Annual Report

Disclosure of interests

In accordance with section 140(2) of the Companies Act 1993,

the directors named below have made general disclosure

of interest, by a general notice disclosed to the Board and

entered in the Company’s interests register during the year

ended 30 June 2021, as follows:

E.M. Coutts: Chair of Oceania Healthcare Limited, and

Skellerup Holdings Limited, Director of EBOS Group

subsidiaries in New Zealand and Member, Marsh New Zealand

Advisory Board. Roles ceased during the 2020/21 year: Chair,

Ports of Auckland and Director, Tennis Auckland Region

Incorporated.

N.W Dowling: Director of ABI Dowling Pty Ltd, Balmoral

Australia Pty Ltd, Balmoral Financial Investments Pty Ltd,

Balmoral Operations Pty Ltd, BPI Property Investments Pty Ltd

and BPI Property Developments Pty Ltd.

S.J. McGregor: Director of Symbion Pty Ltd and other EBOS

Group subsidiaries.

S.J. McLauchlan: Chairman of Scott Technology Limited,

Analog Digital Instruments Limited, Cargill Hotel 2002 Ltd,

G S McLauchlan & Co, Otago Community Hospice and Wood

Solutions. Director of Southlink Health Education Trust, Argosy

Property Ltd, Dunedin Casinos Ltd, NZ Whisky and Scenic

Hotels Group. Governor, NZ Sports Hall of Fame. Member,

Marsh NZ Advisory Board. Roles ceased during the 2020/21

year: Chair, UDC Finance Limited, BPac Clinical Services Ltd,

Compass Agribusiness Ltd and Foundation Studies Ltd.

S.C. Ottrey: Chair of Whitestone Cheese Ltd and director

of Sarah Ottrey Marketing Ltd, Skyline Enterprises Limited

and subsidiaries, Mount Cook Alpine Salmon Limited and

Christchurch International Airport Ltd. Member of the Institute

of Directors – Otago Southland Branch committee.

P.J. Williams: Executive of The Zuellig Group and director of

associated companies, a director of Pharma Industries Ltd,

CB Norwood Pty Ltd, Cambert and Green Cross Health Limited.

Indemnity and Insurance

In accordance with section 162 of the Companies Act 1993

and the constitution of the Company, the Company has given

indemnities to, and has effected insurance for, the directors

and executives of the Company and its related companies

which, except for some specific matters that are expressly

excluded, indemnify and insure directors and executives

against monetary losses as a result of actions undertaken by

them in the course of their duties. Specifically excluded are

certain matters, such as the incurring of penalties and fines,

which may be imposed for breaches of law.

Use of information

There were no notices from directors of the Company

requesting to use Company information received in their

capacity as directors, which would not otherwise have been

available to them.

Directors’ Interests

and Disclosures

Share dealings by Directors

The directors have disclosed to the Board under section 148(2) of the Companies Act 1993 particulars of acquisitions or

disposals of a relevant interest in the Company’s shares during the year ended 30 June 2021.

Director

Ordinary Shares

Purchased

Consideration

Paid

Date of

Transaction

Elizabeth Coutts

561NZ$13,306.929 October 2020

Nicholas Dowling

1,500A$31,05027 August 2020

Stuart McLauchlan34NZ$806.489 October 2020

Sarah Ottrey104NZ$2,466.889 October 2020

107EBOS Group Limited
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Directors’ shareholdings

Director30 June 202130 June 2020

Elizabeth Coutts– Indirect/beneficial interest33,87433,313

– Direct, non-beneficial interest - trustee of EBOS Staff Share Plan71,59271,592

Nicholas Dowling– Indirect/beneficial interest1,500Nil

Stuart McLauchlan– Indirect/beneficial interest2,0712,037

Sarah Ottrey– Indirect/beneficial interest3,0503,050

– Held with associated person8,4848,380

BoardAudit & RiskRemuneration

Eligible

to AttendAttended

Eligible

to AttendAttended

Eligible

to AttendAttended

Elizabeth Coutts12123322

Nick Dowling121222--

Stuart McGregor121211--

Stuart McLauchlan12123322

Sarah Ottrey1212--22

Peter Williams1212----

Attendance at Board and committee meetings

108EBOS Group Limited
2021 Annual Report

Disclosures relating to subsidiaries

SubsidiaryCurrent Directors

ACN 618 208 969 Pty LtdJ Cullity

S McGregor#

Alchemy Holdings Pty LtdJ Cullity

S McGregor#

Alchemy Sub-Holdings Pty LtdJ Cullity

S McGregor#

Beaphar Pty LtdJ Cullity

S Duggan*

BFCMC Pty LtdJ Cullity

S McGregor#

Blackhawk Premium Pet Care Pty LtdJ Cullity

S McGregor#

Botany Bay Imports Exports Pty LtdJ Cullity

S Duggan*

CC Pharmacy Investments Pty LtdJ Cullity

S McGregor#

CC Pharmacy Management Pty LtdJ Cullity

S McGregor#

CC Pharmacy Promotions Pty LtdJ Cullity

S McGregor#

Chem Plus Pty LtdJ Cullity

S McGregor#

Chemmart Holdings Pty LtdJ Cullity

S McGregor#

Cincotta Holding Company Pty LtdJ Cullity

S McGregor#

Clinect Pty LtdJ Cullity

S McGregor

Clinect NZ Pty LimitedE Coutts

J Cullity

L Hansen

Collaboration Medical Clinics Pty LtdJ Cullity

S McGregor#

Collaboration Medical Clinics

Investments Pty Ltd

J Cullity

SubsidiaryCurrent Directors

Developing People Pty LtdJ Cullity

S McGregor#

DoseAid Pty LtdJ Cullity

S McGregor

EAHPL Pty LtdJ Cullity

S McGregor#

EBOS Aesthetics Pty LtdJ Cullity

EBOS Group Australia Pty LtdJ Cullity

S McGregor#

EBOS Health & Science Pty LtdJ Cullity

S McGregor#

EBOS Medical Devices

Australia Pty Ltd

J Cullity

S McGregor#

EBOS Medical Devices NZ LimitedE Coutts

J Cullity

L Hansen

EBOS PH Pty LtdJ Cullity

S McGregor#

Endeavour CH Pty LtdJ Cullity

S McGregor#

Endeavour Consumer Health LimitedE Coutts

J Cullity

L Hansen

Healthcare Supply Partners Pty LtdJ Cullity

Hospharm Pty LtdJ Cullity

S McGregor#

HPS Brands Pty LtdJ Cullity

S McGregor#

HPS Corrections Pty LtdJ Cullity

S McGregor#

HPS Finance Pty LtdJ Cullity

S McGregor#

HPS Holdings Group (Aust) Pty LtdJ Cullity

S McGregor#

109EBOS Group Limited
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SubsidiaryCurrent Directors

HPS Hospitals Pty LtdJ Cullity

S McGregor#

HPS IVF Pty LtdJ Cullity

S McGregor#

HPS Services Pty LtdJ Cullity

S McGregor#

Intellipharm Pty LtdJ Cullity

S McGregor

Lite Living Pty LtdJ Cullity

S McGregor#

LMT Surgical Pty LtdJ Cullity

S McGregor#

Lyppard Australia Pty LtdJ Cullity

S McGregor#

Masterpet Australia Pty LimitedJ Cullity

S Duggan*

Masterpet Corporation LimitedE Coutts

J Cullity

L Hansen

S Duggan*

Masterpet Logistics Pty LtdJ Cullity

S Duggan*

Mega Save Management Pty LtdJ Cullity

S McGregor#

National Surgical Pty LtdJ Cullity

S McGregor#

Nexus Australasia Pty LimitedJ Cullity

S McGregor#

PBA Finance No. 1 Pty LtdJ Cullity

S McGregor#

PBA Finance No. 2 Pty LtdJ Cullity

S McGregor#

PBA Wholesale Pty LtdJ Cullity

S McGregor#

SubsidiaryCurrent Directors

Pet Care Distributors Pty LtdJ Cullity

S McGregor#

Pet Care Holdings Australia Pty LtdJ Cullity

S McGregor#

Pet Care Wholesalers Pty LtdJ Cullity

S McGregor#

Pets International Pty LtdJ Cullity

S Duggan*

Pharmacy Brands Australia Pty LtdJ Cullity

S McGregor#

Pharmacy Retailing (NZ) LimitedE Coutts

J Cullity

L Hansen

PRNZ LimitedE Coutts

J Cullity

L Hansen

QPharma Pty Ltd

(formerly Aristopet Pty Ltd)

J Cullity

S Duggan*

Richard Thomson Pty LimitedJ Cullity

S McGregor#

Symbion Pty LtdJ Cullity

S McGregor

Terry White Group Pty LtdJ Cullity

S McGregor#

Tony Ferguson Weight Management

Pty Ltd

J Cullity

S McGregor#

TW&CM Pty LtdJ Cullity

S McGregor#

TWC IP Pty LtdJ Cullity

S McGregor#

Ventura Health Pty LtdJ Cullity

S McGregor#

VIM Health Pty LtdJ Cullity

S McGregor#

110EBOS Group Limited
2021 Annual Report

No employee of the Group appointed as a director of the

Company or its subsidiaries receives remuneration or other

benefits in their role as a director. The remuneration and other

benefits of such employees, received as employees, are included

in the relevant bandings for remuneration disclosed under

employee remuneration range on pages 104 to 105.

Auditor

The Company’s Auditor, Deloitte, will continue in office in

accordance with the Companies Act 1993.

The directors are satisfied that the provision of non-audit

services, during the year by the auditor is compatible with the

general standard of independence for auditors imposed by the

Companies Act 1993. Details of amounts paid or payable to the

auditor for non-audit services provided during the year by the

auditor are outlined in note H5 of the financial statements.

Disclosures relating to subsidiaries continued

SubsidiaryCurrent Directors

VIM Health IP Pty LtdJ Cullity

S McGregor#

Vitapet Corporation Pty LimitedJ Cullity

S Duggan*

Warner & Webster Pty LtdJ Cullity

S McGregor#

W & W Management Services Pty LtdJ Cullity

S McGregor#

You Save Management Pty LtdJ Cullity

S McGregor#

ZAP Services Pty LtdJ Cullity

S McGregor

ZHHA Pty LtdJ Cullity

S McGregor

Shanghai EBOS Trading Co Ltd

(formerly Shanghai EBOS

Business Management Co Ltd)

J Cullity

Elizabeth Coutts

Chair of Directors

Stuart McLauchlan

Director

* Ceased to be a director during the year ended 30 June 2021.

# Alternate director.

Business
Overview

Corporate


Governance

Remuneration

Directors’ Interests


and Disclosures

Directory

Financials

111EBOS Group Limited

2021 Annual Report

Directory

Registered offices

108 Wrights Road

PO Box 411

Christchurch 8024

New Zealand

Telephone: +64 3 338 0999

Email: ebos@ebos.co.nz

Level 7, 737 Bourke Street

Docklands 3008

PO Box 7300

Melbourne 8004

Australia

Telephone: +61 3 9918 5555

Email: ebos@ebosgroup.com

Website address

www.ebosgroup.com

Directors

Elizabeth Coutts

Independent Chair

Tr a c ey B a t t e n

Independent Director

Nick Dowling

Independent Director

Stuart McGregor

Independent Director

Stuart McLauchlan

Independent Director

Sarah Ottrey

Independent Director

Peter Williams

Independent Director

Senior executives

John Cullity

Chief Executive Officer

Brett Barons

CEO Symbion

Andrea Bell

Chief Information Officer

Simon Bunde

EGM Strategic Operations

and Innovation

Janelle Cain

General Counsel

Leonard Hansen

Chief Financial Officer

David Lewis

EGM Strategy

Jacinta McCarthy

Group GM – Human Resources

Auditor

Deloitte Limited

Christchurch

Securities exchange

EBOS Group Limited shares are

quoted on the New Zealand Securities

Exchange and the Australian Securities

Exchange (NZX/ASX code: EBO).

Share register

Computershare Investor Services Ltd

Private Bag 92119

Auckland 1142

New Zealand

Telephone: +64 9 488 8777

Computershare Investor Services

Pty Ltd

GPO Box 3329

Melbourne, Victoria 3001

Australia

Telephone: 1800 501 366




Managing your

shareholding online

To change your address, update your

payment instructions and to view

your Investment portfolio, including

transactions, please visit:

www.computershare.com/

investorcentre

General enquiries can be directed to:

• enquiry@computershare.co.nz

• Private Bag 92119, Auckland 1142,

New Zealand or GPO Box 3329,

Melbourne, Victoria 3001, Australia

• Telephone (NZ) +64 9 488 8777 or

(Aust) 1800 501 366

• Facsimile (NZ) +64 9 488 8787 or

(Aust) +61 3 9473 2500

Please assist our registrar by quoting

your CSN or shareholder number.



Annual Meeting

The Annual Meeting of EBOS Group

Limited will be held on Tuesday,

19 October 2021 at 2pm, at Addington

Raceway & Events Centre,

75 Jack Hinton Drive, Addington,

Christchurch, New Zealand.

This Annual Report is printed on environmentally responsible paper, produced using

FCS® certified 100% Post Consumer Recycled, Process Chlorine Free (PCF) pulp.

ebosgroup.com

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.