PGG Wrightson Limited logo

Annual Report for Financial Year to 30 June 2021

Annual Report27 September 2021PGWIndustrials

Helping grow the country
For the year ended 30 June 2021

Annual Report

$22.7m
$56.0m

28¢/share

Operating Earnings before

interest, tax, depreciation

and amortisation (“Operating

EBITDA”) of

Fully imputed dividends

for the year of

Net Profit After Tax

(“ N PAT ” ) o f

$15m

$13.8m or 33%

ANNUAL REPORT 2021

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1

Performance

Highlights

2021 Financial Year

Front cover image

PGG Wrightson Technical Horticultural Representative for Fruitfed

Supplies, William Moss, discusses the benefits of growing grass

between strawberry rows with Matt Ashby at Matakana Berry Co

near Warkworth, Northern Auckland, in May 2021.

"Shades of Green" in Southland by Ilka Seebeck for

the PGG Wrightson Landmarks Photo Collection.

"Country roads, take me home"
in Otago, photographed by Kayla

Redshaw for the PGG Wrightson

Landmarks Photo Collection.

ANNUAL REPORT 2021

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PGG WRIGHTSON LIMITED

and facilitated

> 50 grower

meetings nationwide

TRIFR

(total recordable injury frequency rate)

Safety and wellbeing

51%

since FY18 baseline


Fruitfed R&D team conducted

> 70 trials

2021 Achievements at a glance

properties sold compared to FY20

Real Estate

31%


SOLD

online learning courses

Our people completed

> 9,000

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PGG WRIGHTSON LIMITED

Contents

Annual Shareholders’ Meeting 19 October 2021

Half-year earnings announcement 22 February 2022

Year-end earnings announcement


16 A

ugust 2022

Introduction

2021 Financial Year Performance Highlights 1

2021 A

chievements at a glance 3

Chairman and Chief Executive Officer’s report 7

Our Company

Board of Directors

12

Ex

ecutive Team 14

The year in review 16

Retail & Water – Fruitfed/ Hinemoa Quality Producers 24

Agency – Livestock/Mt. Guardian Perendale Stud 26

M

āori Agribusiness Team – Te Roroa Group 28

Group Strategy 30

PGG

Wrightson in the community

32

Environmental, Social and Governance Reporting

36

F

inancial information

Key Financial Disclosures

41

Directors’ Responsibility Statement 42

Additional Financial Disclosures including

Notes to the Financial Statements 51

Independent Auditor’s Report

89

G

overnance

Corporate Governance and Board Charter

93

Statutory Disclosures 101

G

eneral Disclosures 106

Shareholder Information 107

Corporate Directory 109

Calendar

Sustainability

As part of our commitment to sustainability, this annual report is printed on

environmentally responsible paper, produced using Elemental Chlorine Free (ECF),

Third Party certified pulp from Responsible Sources, and manufactured under the

strict ISO14001 Environmental Management System.

“This result reflects

the collective efforts

of our dedicated

team who are

passionate about

the rural sector,

supporting our

customers, and the

role the sector plays

for New Zealand.”

Rodger Finlay, Chairman

Stephen Guerin
Chief Executive Officer

Rodger Finlay

Chairman

* Total Shareholder Return (TSR) is calculated based on the movement in share price during the

financial year, plus the dividend (cents per share) paid, divided by the opening share price.

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PGG WRIGHTSON LIMITED

Chairman and Chief Executive Officer’s report

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

delivered Operating Earnings Before Interest, Tax, Depreciation, and

Amortisation (Operating EBITDA) for the year ended 30 June 2021 of

$56.0 million. Net profit after tax (NPAT) was $22.7 million.

Fully imputed dividends for the year of

28 cents per share.

Total Shareholder Returns* of +30 per cent.

Our team and the business have again

proved that they are “Leaders in the Field”

in supporting our customers, the agri-

sector, and rural communities to deliver

an excellent result. The financial year

started and finished strongly with year-end

Operating EBITDA at $56.0 million, up

$13.8 million or 32.8 percent on last year’s

COVID-19 impacted result.

PGW also delivered a NPAT of $22.7

million which was up $15.0 million on the

prior year. These results substantiate the

decision taken to divest the Seed and Grain

business, allowing us to recalibrate our

cost base and systems, further develop our

people, and extend our service offering

and product range.

The Total Shareholder Return* was +30

per cent for the financial year ending June

2021. This represents impressive value

creation for shareholders and reflects well

on the health of the business and our

trading performance.

The Directors are particularly pleased that

the business has backed up our strong first

half result and that we traded well over

the second half. This result reflects the

collective efforts of our dedicated team

who are passionate about the rural sector,

supporting our customers, and the role

they and the sector plays for New Zealand.

We have seen just how important to New

Zealand’s success the primary sector is and

this has come into stark focus through the

global pandemic.

As a business PGW is clear about our

strategy of driving for growth by providing

our customers with sector leading

expertise and innovative solutions for their

farming and production needs. We look

to lead the market through the specialist

knowledge and technical expertise of our

people, which we foster through investing

in their leadership and capability, and in

identifying and bringing to market new

products we source and trial in New

Zealand conditions. Our customers value

PGW’s technical offering and see this as

a distinguishing strength that we will

continue to develop. Our strong balance

sheet also allows us to contemplate

earnings accretive growth ambitions, both

internal and external.

Net Cash Flow from

Operating Activities of

$57.7 m

83.4%

7. 6 %

$847.8 m

Operating revenue of

Gross Profit of

$223.2 m

9.4%

Total Shareholder Returns* of

+30%

An impressive year for PGW

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Chairman and Chief Executive Officer’s report continuedPGG Wrightson Key Account Manager, Hamish

Drennan, inspects mixed species pasture sown

the previous spring to assist with growing out

calves with Andrew Furzeland and Rebecca

Furzeland at Homelands Farming Limited near

Methven, Canterbury, in May 2021.

There were periods during the year

where our stores and operations in the

greater Auckland area were impacted

by COVID-19 restrictions due to various

official pandemic alert levels. Some

of our business units were deemed

essential services and were able to

continue to supply and service our

customers. Our teams were outstanding

in their response to these disruptions as

they adapted to the strict protocols and

continued to serve our customers in safe

and innovative ways.

On-farm and market conditions

The outlook for the rural sector is

positive, and farmer and grower

confidence is encouraging. Pricing for

New Zealand’s key agricultural exports

has held up well and is expected to

remain strong in the foreseeable future,

as exports are predicted to reach new

highs next year. Continued strong

demand is expected for lamb and sheep

meat, with cattle prices also expected

to remain high. Dairy farmers are more

positive with a solid payout predicted

next year.

The rural sector and farmer sentiment

continues to see some challenges.

Labour shortages are a concern with

growers struggling to harvest all their

fruit and crops this past harvest season.

The uncertainty in the labour workforce

has also seen some growers put

development plans on hold until they

can get some assurity around access

to labour. Farmers, particularly dairy,

are also impacted by the lack of skilled

labour with many farmers needing to

work longer hours to make up for the

shortfall. Processors are also contending

with fewer workers.

Shipping delays continue to cause

disruption to the supply chain. Though

there continues to be demand for New

Zealand’s primary products, farmers and

growers are experiencing difficulty in

getting their products to market. These

constraints are also causing increased

cost pressures on imported inputs. Our

supply chain teams have a significant

focus on mitigating these issues for our

customers.

Regulatory change and compliance are

increasing costs and putting pressure

on the sector as farmers and growers

grapple with how to respond and assess

the level of investment needed to

achieve compliance.

Land use change across the country

is altering regional landscapes. An

increase in horticulture and arable

crops has seen a number of growers,

including the corporate market, diversify

their portfolios and invest in these

areas, which creates significant sales

opportunities for our Fruitfed Supplies

business. It is also evident that farmland

is being lost to forestry with sheep and

beef farms being converted at a rate that

is causing concern in some regions.

As is generally the case, our customers

and their growing operations were

impacted by a range of climatic

conditions. Hailstorms caused severe

damage in parts of the South Island,

with a number of fruit crops completely

written off. While drought conditions

were experienced in the first half of the

financial year with much of the East

Coast experiencing low soil moisture

levels, these conditions were abruptly

ended in Canterbury, the West Coast,

Marlborough, and Tasman following

several significant flooding events.

Our people

At 30 June 2021 PGW employed 1,755

employees (including casual, fixed-term,

commission, and permanent staff ).

Our continued investment in our

people demonstrates our commitment

to providing the tools and training

for our team members to be safe and

competent in their current roles, with

an eye on their personal growth and

succession opportunities.

Key programmes of work to enhance

our culture and develop our people

have continued over the past year

with a focus on leadership, safety and

wellbeing, and finessing people related

systems and processes. With our revised

“TO LEAD” leadership development

programme, alongside other training

and coaching, we are elevating

leadership and capability by focusing on

the behaviours, skills, and PGW values

that ensure our people are the kind of

leader that others wish to voluntarily

follow.

Our PGW Academy, run in conjunction

with the Primary Industry Training

Organisation, once again provided

a successful vehicle for highlighting

our rising talent. The programme is

designed to take some of our brightest

and best from across the business and

extend their knowledge and practical

skills within the agricultural and

horticultural sectors.

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Safety and wellbeing

Safety and wellbeing remains a key focus

for PGW with reinforced commitment

and visible leadership from the Executive

team to ensure it stays front of mind

for our people. Whilst it has been

pleasing to see our total recordable

injury frequency rate (TRIFR) reduce by

28 percent year-on-year, or 51 percent

since the FY18 baseline we enter the

new financial year with a revised Safety

and Wellbeing roadmap and resourcing

model to deliver on our vision.

Cashflow and debt

PGW experienced strong operating

cash flows during the year which

benefited from the excellent Operating

EBITDA performance and a focus on

working capital management including

receivables in particular. This focus has

seen PGW’s overdue debtors balance

track to historically low levels.

Capital expenditure of $6.8 million

was $2.3 million lower than FY20

and was impacted by a slowing in

the implementation of projects as a

consequence of COVID-19 related

disruption.

Net interest-bearing debt was $6.5

million as at 30 June 2021 and is the

lowest recorded at 30 June in over a

decade, excluding 30 June 2019 when

the proceeds from the sale of the Seed

and Grain business were held.

Distributions and

total shareholder return

Based upon the strong full year earnings

the Board declared a fully imputed final

dividend of 16 cents per share. The

dividend will be paid on 4 October 2021

to shareholders on PGW’s share register

as at 5pm on 10 September 2021. This

will effectively bring the total fully

imputed dividends for the year up to

an impressive 28 cents per share which

should delight shareholders.

The Total Shareholder Return* was +30

per cent for the financial year ending

June 2021. This represents impressive

value creation for shareholders and

reflects well on the health of the

business and our trading performance.

Outlook

As a business PGW is clear about

our strategy of driving for growth by

providing our customers with sector

leading expertise and innovative

solutions for their farming and

production needs. We look to lead the

market through the specialist knowledge

and technical expertise of our people,

which we foster through investing in

their leadership and capability, and in

identifying and bringing to market new

products we source and trial in New

Zealand conditions. Our customers

value PGW’s technical offering and

see this as a distinguishing strength

that we will continue to develop. Our

strong balance sheet also allows us to

contemplate earnings accretive growth

ambitions, both internal and external.

Looking ahead, the Board is confident

that PGW is well placed to continue to

grow. We have recently undertaken

an internal review of our PGW Group

strategy and have reset our Group

objectives and priorities, and we are

embedding this into the business

currently. This exercise has served to

reconfirm the key themes that continue

to drive improved performance for the

business, namely our differentiated

offering that lies in both the technical

expertise of our people and the offering

we successfully deliver (see pages 30

to 31).

There remains a degree of uncertainty

globally with increasing geopolitical

risks and as new variants of COVID-19

emerge. While the pandemic may

continue to impact consumer markets

and the global supply chain, PGW is

committed to supporting our customers

through these ongoing challenges and

has demonstrated that we can do this

effectively and profitably.

We hope to be in a position to provide

further guidance about our expectations

for FY22 at our Annual Shareholders’

Meeting in October 2021, following early

spring trading.

Governance changes

The PGW Board had two changes to

its membership during the year. David

Cushing retired from the Board on 30

April 2021, having served as a director

and Chair of the Audit Committee for

two years. The Board has previously

acknowledged and thanked David for

his excellent contributions as a director

during that period.

Dr Charlotte Severne joined the Board

as an independent director on 18 June

2021.

Chairman and Chief Executive Officer’s report continued

Insurance referrals / business

Our new joint venture relationship with

BrokerWeb Risk Services Limited (BWRS)

was launched in February 2021. The

insurance referral relationship was struck

given the strong strategic fit for us with

BWRS already holding solid presence

and capability in the rural insurance

market. Many of BWRS’s dedicated

brokers were either raised or live rurally

and they have local knowledge and

access to market-leading insurance

products and risk advice.

To demonstrate the confidence PGW has

in its new insurance provider, BWRS has

also been appointed as PGW’s corporate

insurance broker.

BWRS offers comprehensive, flexible,

and tailored rural insurance solutions

to meet the unique requirements of

our customers. BWRS has created three

bespoke products for our customers

including Rural, Lifestyle, and Bull

insurance. An additional benefit of this

referral arrangement to our customers is

that they have the convenient option of

being able to pay their insurance policy

premiums through their PGW customer

account.

For further information please visit

the insurance section of our corporate

website (www.pggwrightson.co.nz).

Acknowledgements

Our impressive year would not have

been possible without our exceptional

team whose tireless work and

commitment to our customers and rural

communities is greatly appreciated.

By living our values and seamlessly

adapting to challenges faced, our team

is truly promoting our vision of “Helping

grow the country”.

On behalf of the Board and Executive

team, we thank our customers and

shareholders for their loyalty, trust, and

continued support of the Company.

We would also like to acknowledge the

extra lengths our suppliers have gone

to in order to secure products for our

customers during these testing times.

Rodger Finlay

Chairman

Stephen Guerin

Chief Executive Officer

* Total Shareholder Return (TSR) is calculated based on the movement in share price during the financial year,

plus the dividend (cents per share) paid, divided by the opening share price.

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PGG WRIGHTSON LIMITED

Board of

Directors

Sarah Brown

BA, LLB, CFInstD

Independent Director

Sarah Brown was appointed to the PGG

Wrightson Limited Board on 30 April

2019 as an Independent Director and is

Chair of the Audit Committee. Sarah is

from a rural background, having grown

up on a Southland sheep farm. She is

a former Commercial Lawyer who now

holds a number of Independent Director

roles.

U Kean Seng

LLB (Hons), B.Ec

Director

U Kean Seng was appointed to the PGG

Wrightson Limited Board on 4 December

2012. He is Head of Corporate and Legal

Affairs for Agria Corporation, a role he

has held since December 2008. U Kean

Seng previously practiced as a partner

at Singaporean law firm, Shooklin & Bok

LLP, focused on East Asia, and he led a

corporate finance team in Allen & Overy

Shooklin & Bok, JLV, an international law

venture partnership with London based

Allen & Overy LLP.

U Kean Seng previously sat as an

Independent and Non-Executive Director

of several public listed corporations. He

received a Bachelor of Laws (Honours)

degree from Monash University

Australia. He is a Barrister and Solicitor,

Supreme Court of Victoria, Australia;

Advocate and Solicitor, Supreme Court

of Singapore and Solicitor of England

and Wales. In addition to his extensive

legal knowledge, U Kean Seng is also a

qualified economist, having completed

his degree majoring in Economics and

Accounting, B.Ec at Monash University,

Australia.

Dr Charlotte Severne

MSc, PhD (Geology), ONZM

Independent Director

Dr Charlotte Severne (Tūwharetoa,

Tūhoe) was a commercial scientist

and executive for 20 years and was

appointed to the PGG Wrightson

Limited Board on 18 June 2021 as an

Independent Director. She was also

Deputy Vice Chancellor at both Lincoln

and Massey Universities. In 2017 she

received an ONZM for her contribution

to Science and Māori. In 2018 she was

appointed The Māori Trustee, with

various governance and agency roles for

whenua Māori across New Zealand.

Retired

David Cushing

David Cushing retired from the Board of

PGG Wrightson Limited effective 30 April

2021.

Rodger Finlay

BCom, FCA, CFInstD

Independent Chairman

Rodger Finlay joined the PGG Wrightson

Limited Board on 30 April 2019 as an

Independent Director and Chairman,

and as a member of the Audit

Committee. He is a Chartered Fellow

of the Institute of Directors, a Fellow

of Chartered Accountants ANZ, and a

graduate of the University of Otago.

After 24 years working principally for

two large global investment banks

based in London and Paris, Rodger,

since 2008, moved into full-time director

and trustee roles. Prior to chairing the

board of Crown Regional Holdings

Limited, Rodger was the Chair of the

Independent Advisory Panel of the

Provincial Growth Fund. He is also

currently Chair of NZ Post Limited,

Deputy Chair of Rural Equities Limited,

Director and Audit Chairman of Ngāi

Tahu Holdings, and a director or trustee

of several other New Zealand and

internationally based entities.

Previous governance roles held include

Chair of New Zealand Oil and Gas,

Director of Public Trust, and a Governor

of Radio New Zealand.

Joo Hai Lee

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

Deputy Chairman

Joo Hai Lee was appointed as Deputy

Chairman of PGG Wrightson Limited on

30 April 2019 and has been a Director

since 31 October 2017. He is a member

of the Audit Committee. He was

appointed as an Independent Director of

Agria Corporation in November 2008.

Mr Lee has more than 30 years’

experience in accounting and auditing.

He was a partner of an international

public accounting firm in Singapore

until his retirement from the firm in

2012. He has serviced clients in the

manufacturing, hospitality, insurance,

insurance broking, and other service

industries. His clients included large

multinational corporations and listed

entities. His professional memberships

include those of the Institute of

Chartered Accountants in England

and Wales, CPA (Australia), ACCA (UK),

Institute of Directors of both Hong Kong

and Singapore. Mr Lee also sits on the

Board of several listed companies in

Singapore and one in Hong Kong.

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PGG WRIGHTSON LIMITED

Stephen Guerin

Chief Executive Officer

Stephen was appointed Chief

Executive Officer of PGG

Wrightson Limited in June

2019. Prior to this appointment

he was responsible for all

aspects of the Retail & Water

group business which includes

the Rural Supplies, Fruitfed

Supplies, Agritrade, and Water

businesses. He has worked for

PGG Wrightson Limited and its

predecessor companies since

1988. He holds a Bachelor of

Business Studies (Accounting)

from Massey University.

Stephen is a Director of several

Group subsidiaries and a

Director of the PGG Wrightson

Employee Benefits Plan Trustee

Limited.

Nick Berry

General Manager Retail & Water

Nick was appointed General

Manager Retail & Water in

August 2019. Nick joined PGG

Wrightson Limited as New

Business Growth Manager

for Agritrade in 2014 and

through his five-year period

with Agritrade he grew the

business substantially. Prior to

joining PGG Wrightson Limited,

Nick was General Manager for

RD1 for eight years and prior

to that National Operations

Manager. Nick has an extensive

track record of experience at

general management level.

Nick’s strengths are leadership,

business management, along

with strong sales and service

focus, backed up with a strong

affinity for retail and the

agribusiness sector.

Julian Daly

General Manager Corporate Affairs

Julian is responsible

for the Group Strategy,

Marketing, Legal, Corporate

Communications, Business

Services and Investor Relations

functions for PGG Wrightson

Limited. He is also Company

Secretary and previously held

a number of responsibilities

including General Manager

of PGG Wrightson Real Estate

Limited and Internal Audit.

Julian has broad operational

involvement across the

business and is Chairman of

the Credit Committee and

Risk Committee, Director of a

number of Group subsidiaries

and a Director of the PGG

Wrightson Employee Benefits

Plan Trustee Limited. He is

a former General Counsel of

DB Breweries Limited and has

previously worked for law firms

in the Middle East and New

Zealand.

Grant Edwards

General Manager Wool

Grant was appointed as General

Manager Wool in October 2017.

He is responsible for all aspects

of the Wool business including

procurement, logistics, sales,

and wool export. Grant holds

a Bachelor in Agriculture

Science from Lincoln University

majoring in Wool Science. He

began his career in Livestock

with Reid Farmers Limited in the

mid 1980’s and then joined their

Wool Business. He has held

the position of Wool Manager

at Reid Farmers and Pyne

Gould Guinness Limited. Grant

more recently held roles with

PGG Wrightson Limited being

General Manager Regions and

Otago Regional Manager. Grant

has spent over 20 years directly

in the wool industry and states,

“once you have a passion for

wool it never leaves.”

Peter Moore

General Manager Livestock

Ventures & Partnerships

Peter took up the role of

General Manager Livestock

Ventures & Partnerships

in October 2020, having

previously held the position of

General Manager Livestock for

PGG Wrightson Limited since

August 2014. In this role Peter

is focussed on adding value to

the Livestock business through

new initiatives and partnerships,

including the stewardship

of bidr

®. Before joining PGG

Wrightson Limited Peter headed

up Fonterra’s international

farming ventures business from

2008 until 2013. His major

focus was the development of

the scale farms in China, plus

dairy development in Latin

America and Asia. Prior to this

Peter worked in Fonterra’s risk

management team and before

joining Fonterra in 2005 he

managed AgResearch farms

across New Zealand. Peter grew

up on the family hill country

sheep and beef farm in the

Waikato and spent a number

of years managing this in

partnership with his family.

Peter Newbold

General Manager Livestock

& Real Estate

Peter is General Manager

Livestock & Real Estate. Peter

has led the PGG Wrightson

Limited Real Estate business

since September 2013 and

took responsibility for PGG

Wrightson Limited Livestock

in October 2020. Peter was

previously General Manager

of New Zealand Sotheby’s

International Realty. Peter was

employed by Wrightson Limited

from 1995-2005 during which

time he held a range of roles

including Marketing Manager

and Business Development

Manager. Prior to this, he had

an extensive career in retail

ownership management and

franchising.

Peter Scott

Chief Financial Officer

Peter was appointed as PGG

Wrightson Limited’s Chief

Financial Officer in March 2015

and leads the finance and

technology functions. Peter

started his career at Fletcher

Challenge and has broad

multinational experience

spending five years in

Scandinavia where he was the

Vice President of Accounting

and Tax for Norske Skog, a

large global newsprint and

magazine paper producer. He

relocated to Australia in 2005

and was appointed to the lead

finance role for the Australasian

region for Norske Skog. In 2008

Peter joined Gloucester Coal

Limited, an Australian Securities

Exchange listed mining

company as the Chief Financial

Officer. In 2010 he joined the

majority shareholder Noble

Group, a leader in managing

the supply chain of agriculture,

energy, metals, and mining

resources, headquartered

in Hong Kong and listed in

Singapore. He was the Chief

Financial Officer for Noble

Group in Australia.

Rachel Shearer

General Manager Human

Resources

Rachel was appointed PGG

Wrightson Limited’s General

Manager Human Resources in

April 2016 to lead our Group

Human Resources and Safety,

Wellbeing, and Environment

functions and teams. In this

role she oversees the PGG

Wrightson Limited People

Strategy with the foundations

of this being performance,

leadership, and culture. Prior

to joining PGG Wrightson

Limited, Rachel was GM Human

Resources at Solid Energy after

gaining experience as a human

resource consultant both

abroad and in her hometown

of Christchurch specialising in

organisational design, change

management and business

transformation.

Executive

Team

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PGW has two operating groups:

Retail & Water and Agency


"Onions galore" in Canterbury, photographed

by Rebekah Buchanan for the PGG Wrightson

Landmarks Photo Collection.

The year

in review

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PGG WRIGHTSON LIMITED

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

and Water. Retail & Water’s Operating EBITDA was a very pleasing $37.5 million and

was up $4.3 million on the prior year’s result; an increase of 13.0%.

Retail & Water group

Both our Rural Supplies and Fruitfed Supplies businesses traded very well this year. We

continue to increase market share and much of this growth can be attributed to the

superior technical ability of our staff. We currently have a very stable rep force who are

well supported by our specialist Technical and Research and Development (R&D) teams.

A significant challenge that we and many other businesses face is the much publicised

supply chain disruption that is being felt around the world. This will continue to have

an impact on the timelines for sourcing product and grower inputs as well as exports

to offshore markets. Our team continues to work assiduously to proactively minimise

supply disruption to our businesses and customers.

Our teams have been working collaboratively with our key suppliers, securing and

taking product into stock earlier, and working with customers to lock in their seasonal

requirements three to six months earlier than would ordinarily be the case.

Following the launch of our eCommerce website in June 2020, we have focused on

improving our user experience and expanding our product range online. We are pleased

with the way the new eCommerce channel has complemented our existing strong

store and in-field representative network. The new online presence has contributed to

an increase in PGW’s customer base, both online and in-store. More functionality will

be implemented next year, as we continue to strive to deliver value for our customers

through our digital channel.

During the year we relocated to three new purpose built stores in Taupō, Darfield, and

Alexandra, and we have also undertaken a store renovation in Mayfield in our continual

programme to improve our store network. This has enhanced the retail experience for

our customers and improved the working environment for our staff in those locations.

Rural Supplies

Our Rural Supplies business experienced

particularly strong growth this year

which is an excellent result in a highly

competitive market. This success is

attributable to both new customers who

have brought new business to PGW

and also growth in our market share

as customers respond positively to our

value-added technical offering and

advice.

We have employed some great new

talent in our business who have brought

fresh ideas, and in some instances, new

business. Our sales culture has grown

through continued investment in our

people and by providing more training

opportunities across all levels of our

business with the focus on sales and

service.

We are advertising Rural Supplies and our

locally based people more, by showcasing

our expertise in the field and promoting

our store network.

In support of the New Zealand wool

industry, our PGW Retail and Wool teams

collaborated with Norsewood Knitwear

on a new apparel range. Manufactured

from a blend of South Island merino and

North Island lambs’ wool, the Boundless

range includes wool from Wool Integrity

NZ

™ growers.

Revenue

Operating EBITDA

$

658.6M

$

37.5M

▲ 6.4%

▲ 13.0%

“Our sales

culture has

grown through

continued

investment in

our people and

by providing

more training

opportunities

across all levels of

our business with

the focus on sales

and service.”

PGG Wrightson Technical Field Representative, Arnold van

Straalen, discusses how the spring has gone with good

pasture growth and how well the new crops are looking

with Shane Duncan at Te Tumu Paeroa Dairies Limited near

Te Awamutu, Waikato, in November 2020.

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PGG WRIGHTSON LIMITED

Fruitfed Supplies

Our Fruitfed Supplies business has again

registered another record year for both

Operating EBIDTA and revenue. This

business is diversified across a number

of crops and we continue to adapt

to customer and market needs. The

horticulture sector is growing with

increasing investment and development.

We enjoy impressive market share across

a broad range of horticultural crops with

particular strengths in the grape, pipfruit,

stonefruit, and kiwifruit sectors, and we

continue to grow in the avocado, cherry,

and vegetable sectors.

Our core focus remains to add value

to our customers' businesses through

the technical ability of our Technical

Horticultural Representatives and by

supplying specialist products and

services. Our technical expertise offering

is differentiated by our expert Technical

and R&D teams who support our field

and store staff. This team conducts

a number of product trials in New

Zealand conditions across the industry,

investigating new products and chemistry

to assist our growers and suppliers

engage with industry bodies (see pages

24 to 25).

The industry remains buoyant, which is

driving investment and development

in the horticultural industry. New

developments across several different

crops continue throughout the country.

Corporate businesses are investing in

the horticultural sector, as they look

to diversify their portfolios which had

previously focussed on beef and dairy

operations. These developments

continue to create sales growth

opportunities for Fruitfed Supplies.

A reinvigorated Fruitfed Supplies

marketing plan was implemented and

delivered during the year. This has been

a purposeful shift for Fruitfed Supplies

as we move to increase the profile of

the business and put a spotlight on

our specialist expertise. A focus of

this campaign was to increase brand

awareness while also demonstrating our

R&D capability and highlighting the value

we add to our customers' businesses.

Agritrade

Our wholesale business division,

Agritrade, which manufactures certain

products, and sells and distributes a

variety of other products, continues to

demonstrate positive momentum.

Maintaining inventory during the

worldwide supply chain disruption

created by COVID-19 has presented

challenges and caused Agritrade to place

orders and receipt stock earlier than usual.

Whilst the inability to travel internationally

has hampered new product sourcing

and development opportunities, it

was nevertheless pleasing to note that

five new products were registered

by Agritrade for the New Zealand

market during the year and are being

commercialised.

Water

We have reshaped the Water business to

align with market conditions. This has

resulted in an improvement in EBITDA

compared to the previous year. Our

full-service water and irrigation packages

to customers through Rural Water have

seen improved sales. However, shipping

delays will likely push out some delivery

timelines in the short to medium term.

“Our core focus

remains to

add value to

our customers’

businesses

through the

technical ability

of our Technical

Horticultural

Representatives

and by supplying

specialist products

and services.”

PGG Wrightson Technical Horticultural

Representative for Fruitfed Supplies, Mike

Treloar, discusses grape quality ahead of

the 2021 vintage with John Flanagan,

Viticulturist at Cloudy Bay Vineyards,

Marlborough, in February 2021.

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|

PGG WRIGHTSON LIMITED

Agency group

Revenue

Operating EBITDA

$

186.5M

$

25.2M

▲ 12.4%

▲ 60.6%

Territory Manager for bidrTerritory Manager for bidr®®, Jessica Davies, and National Territory Manager , Jessica Davies, and National Territory Manager

for bidrfor bidr®®, Caitlin Rokela, review the list of online buyers as they get ready , Caitlin Rokela, review the list of online buyers as they get ready

to open online bidding for the Rangatira Angus Mixed Age Cow and Calf to open online bidding for the Rangatira Angus Mixed Age Cow and Calf

dispersal sale, near Gisborne, Poverty Bay, in March 2021.dispersal sale, near Gisborne, Poverty Bay, in March 2021.

Livestock

Livestock is principally an agency

business, with revenue predominantly

reflecting commissions earned on the

trading of livestock. Consequently, the

key drivers of business performance are

the volume and value of livestock traded.

Our Livestock business has maintained

market share throughout the country,

with the South Island achieving a very

solid result. During the year strong values

were achieved for sheep farmers, and

dairy farmers also received increased pay-

outs which in turn underpinned market

fundamentals for our Livestock business.

Our Deer business experienced a good

velvet season where values offset lower

venison prices.

We expanded our GO-BEEF and GO-LAMB

product offering and launched GO-

DEER. Next year we expect to add to our

GO-STOCK range with GO-STOCK DAIRY,

which we anticipate will be well received

and grow our GO-STOCK offering further.

bidr

®, our virtual saleyard has run over

400 auctions and sold more than $50

million worth of livestock since its launch

in June 2019. bidr

® continued its software

development and in FY22 live streaming

from Fielding, Stortford, Wellsford, and

Frankton saleyards will be launched

with others to follow as we roll out this

technology. Excellent Livestock Genetics

results throughout the year culminated in

the bull sales auction series where bidr

®’s

hybrid platform came to the fore. bidr

®

ran a number of charity auctions raising

money for causes such as New Zealand

Land Search and Rescue, Cystic Fibrosis

NZ, and Rural Support Trust.

Wool

PGW Wool has done a good job

navigating the ongoing challenges that

have been accentuated by COVID-19.

Our team worked closely with growers to

reduce their stockpiles of crossbred wool

and did see some benefit from improved

pricing in the second half of the financial

year. PGW Wool sold an additional 46,700

bales as compared to the previous year.

Our export subsidiary, Bloch & Behrens

Wool (NZ), worked diligently with

overseas customers to ensure contracted

obligations to our growers were fulfilled.

We are passionate about supporting

the wool industry and we are working

closely with industry bodies on initiatives

to tell the wool story to the world. Our

commitment is recognised by our

investment in the Strong Wool Action

Group, becoming a founding wool

member of the NZ Farm Assurance

Programme. We continue to grow our

PGW Wool Integrity Programme which is

a quality standard providing assurances

to the international marketplace around

important consumer expectations.

As global consumers increasingly

recognise the positive attributes of

wool and its associated products and

they become more discerning in their

purchases, we anticipate an increasing

shift from synthetics to natural fibres

which will ultimately result in stronger

returns for our growers.

Real Estate

The Real Estate business has seen

particularly strong demand across all

sectors of the rural property market,

which has also been fuelled by low

interest rates. This resulted in the Real

Estate business experiencing its best

returns in over a decade at both an

Operating EBITDA and gross commission

income level.

During the year we acquired the Reid

and Wilson Limited Real Estate business

in Timaru and opened a new office in

Lincoln, Canterbury.

We see early signs of a positive spring

for rural sales, with more appraisals than

usual taking place with a larger number

of listings coming to the market, which

we expect will turn into continuing solid

demand for the first six months of FY22.

With strong commodity values in rural we

anticipate a number of retirement and

succession initiated listings coming to

the market. We are experiencing strong

buyer enquiry for rural properties. The

shortage of residential and lifestyle listings

is expected to continue in the current low

interest rate environment.

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

group is weighted towards the second half of the financial year. Operating EBITDA was $25.2

million and was up $9.5 million on the prior year’s result, an increase of 60.6%.

“bidr®, our virtual saleyard has run over 400 auctions

and sold more than $50 million worth of livestock

since its launch in June 2019.

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PGG WRIGHTSON LIMITED

Fruitfed Tech Team

Hinemoa Quality Producers Limited

Fruitfed was established in 1916 as a grower-owned organisation and although the ownership

structure has changed over its more than 100 year history, the name Fruitfed has remained. Today

Fruitfed Supplies is the horticultural trading division of PGW and for over 60 years our Technical

Team has been an integral part of the business.

The PGW Technical Team is made up of

three distinct divisions: Crop Monitoring,

Research and Development (R&D),

and our Agricultural and Horticultural

Extension teams. Crop Monitoring is our

in-field data collection service providing a

valuable tool to help growers understand

their production systems to a greater

degree. The R&D team is dedicated

to trialling new products for growers

to manage existing and emerging

agronomic threats. The Horticultural

Extension team is responsible for taking

the captured field data from Crop

Monitoring and the scientific results

from R&D and translating this data into

information our Technical Horticultural

Representatives and customers can base

their decisions on.

Chris and Vikki Nicholson are third

generation farmers on their 212 hectare

property at Pukekawa, in Northern

Waikato. Over the past 30 years the

farm has been commercially growing

vegetables and the Nicholsons developed

the Hinemoa Produce brand which is

known for its quality produce. They have

invested heavily in sustainability initiatives

and in 2012 they won the Ballance Farm

Environment Awards Waikato Supreme

Title.

The family’s relationship with Fruitfed

Supplies dates back to when they started

growing vegetables. Chris sees the value

in being part of the development of new

products for the industry, so he regularly

opens his property to host R&D trials.

Chris says “I enjoy taking part in trials as

it is important for the industry to get

pests under control and any information I

receive from the trials is a bonus. Hosting

visits and visiting other trials is the best

way to see results first-hand. The team

is great to deal with, they get on and do

the job and their results add value to my

business.”

Chris grows late season potato crops

which can experience high disease, so

he was keen to be involved in the R&D

potato blight trial run by Catherine James,

Technical Advisor. The trial resulted in the

development of new tools for early potato

blight control.

A developing threat to Pukekohe potato

growers is the Potato Tuber Moth

(PTM), Phthorimaea operculella which

causes significant loss. Fruitfed Supplies

supported growers in the region with

greater information and control strategies

for their crops and Chris was part of this

regional survey which is tackling PTM on

multiple fronts.

Carmen Pieterse, Crop Monitoring

Coordinator, was responsible for

setting up the PTM survey in the field.

By proactively tracking the arrival,

development, and peaks in PTM numbers

across the region, growers could track the

PTMs progress and make proactive well-

informed control decisions. Results were

recorded on a weekly basis and Daniel

Sutton, Technical Specialist - Vegetables,

analysed and distributed the anonymised

data to those involved in the survey.

Monitoring and tracking pests, disease,

and beneficial insects allows for the use

of softer control measures to remove

the pests and keep beneficial insects

in the crop. This is the cornerstone of a

beneficial Integrated Pest Management

(IPM) system. Carmen says, “nature does

the work for you with the good helping

to remove the bad, without having to

introduce harsher chemicals and pay for

sprays that are not required.”

Daniel is investigating new PTM control

options and helping with new product

registration data. Daniel says “we

are looking into other factors to help

improve the effectiveness of in-field

control options. Some insecticides ‘miss

the target’ when it comes to PTM so

there is a big push for more targeted,

appropriate insecticide use. As part of

our IPM strategy we are also working on

in-field cultural practices by boosting the

numbers and effectiveness of beneficial

insects and looking at crop storage

control options.”

Working with Fruitfed

Carmen Pieterse joined the

Fruitfed Supplies Technical Team as a Crop

Monitoring Coordinator in 2020. Based

in Pukekohe, Carmen enjoys managing

her team of scouts and believes crop

monitoring is a small step to a more

sustainable future.

Catherine James joined the Technical

Team at Fruitfed Supplies in 2020 as the

Technical Advisor for vegetable crops

based in Pukekohe. Catherine enjoys the

privilege of being part of a team that is

dedicated to helping our growers and the

future of vegetable production.

Daniel Sutton has been part of the

Technical Team for Fruitfed Supplies

for over 10 years. Daniel works across

many aspects of the vegetable industry,

assisting to provide solutions to grower

problems and working alongside industry

bodies providing technical support.

PGW Wrightson Technical Team

members for Fruitfed Supplies,

Technical Advisor, Catherine James,

Crop Monitoring Coordinator, Carmen

Pieterse, and Technical Specialist,

Daniel Sutton, identify tuber moth

larvae within leaves of a potato crop

with Chris Nicholson and Simon Greer

at Hinemoa, near Pukekawa, Northern

Waikato, in May 2021.

PGG Wrightson Livestock Representative,
Nic Denton, discusses ewe scanning results

with Tim Anderson and Woody Anderson, at

Mt. Guardian Perendales in Conway Flat, North

Canterbury, in August 2021.

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PGG WRIGHTSON LIMITED

The Anderson family has lived on Kalimera, a picturesque 930 hectare farm located in Conway Flat,

North Canterbury, since 1945. Tim and Sue are the third generation on the farm and the second

generation to run the Perendale stud, which was established by Tim’s father. Their son, Edward

(Woody) and his wife Sophie are in the process of becoming the fourth generation.

Mt. Guardian Perendale Stud has been

performance recording since the mid-

1960s, and their long tenure in breeding

is demonstrated by being the second

longest standing member on the SIL

(Sheep Improvement Limited) database.

Although the Andersons predominantly

run Perendales, they also farm Romdales,

Coopdales, and Suffolk/Beltex; along with

60 cows, plus replacement heifers for

pasture management.

Selling stud rams is an incredibly

competitive business with clients

primarily requiring fertility, meat, growth,

and survival traits. Woody explains, “our

stud point of difference is our 30 years’

experience of hands-on ram breeding

and all rams are DNA recorded, allowing

us to get parentage on all of our progeny.

This means we can run them out on the

hill rather than in small stud paddocks.

This year we invested in a high resistant

facial eczema ram, to introduce this trait

into our sheep."

Part of the Anderson’s success is due

to their close personal relationships

with their clients, “the continuation and

longevity of the stud is being able to keep

those close ties going and we always

try to communicate with our clients

throughout the year to see how the rams

have gone” says Tim.

Being ecology conscious, the Andersons

have recently gifted 200 hectares to

the QEII National Trust to ensure this

landscape and biodiversity is protected

in perpetuity. They have installed six

kilometres of deer fencing and are

currently working to eradicate pests to

protect this special area.

The Anderson’s relationship with PGW

dates back more than 60 years to Tim’s

grandfather. Tim recounts “we have a

long steeped history dealing with PGW

since the 1950s, when it was Pyne Gould

Guinness. Humphrey Gould and co used

to come up and visit us on the farm.”

The Andersons deal with PGW

representatives nationally. PGW Genetics

helped the Andersons set up a successful

breeding joint venture with a Wairarapa

based Romney stud, where opposite sex

hoggets are mated from each farm.

North Canterbury based PGW Livestock

Representative, Nic Denton has worked

with the Andersons for 15 years. “The

Andersons are a pleasure to work with,

their loyalty and honesty is second to

none. I have really enjoyed working with

Tim and Sue, and in the last few years

dealing more and more with Woody.

They have become much more than just

customers.”

“We have been very lucky with all

our agents,” says Tim, “but Nic’s been

exceptional. He has a particularly

good way with people which is vitally

important, and he takes an interest in our

sheep. I can always tell when he’s had a

good day selling through Canterbury Park

by the tone of his voice on the phone.”

“We also have a good rapport with Simon

Luoni (PGW Livestock Representative,

based in Taihape, Manawatu-Wanganui).

Simon does a lot for us in the North Island

and brings his clients down to choose

rams.”

“We also utilise Simon Eddington (PGW

Genetics Representative, based in

Canterbury), he’s a good fella doing a

good job.”

Regardless of the depressed strong

wool prices at present the Andersons

continue to test for desirable wool

traits of curvature, micron fineness,

and coarse edge with their sale rams,

as many clients are still selecting for

good wool traits in their wool. PGW

Wool Representative, Peter McCusker

has been involved with marketing the

Kalimera wool clip for over 30 years.

Peter concludes “I enjoy catching up with

Tim and Woody at shearing and have

awarded the Andersons numerous wool

ribbons at shows and events over the

years. The Anderson family has always

been passionate about their wool and are

strong supporters and advocates for the

New Zealand wool industry.”

Livestock

Mt. Guardian

Perendale Stud

Working with PGW

Nic Denton joined PGW

17 years ago as a Livestock Representative

covering sheep and beef for North

Canterbury, and is one of PGW’s team

of more than 180 experienced livestock

representatives nationally.

Having worked predominately in the

Cheviot area for the last 15 years Nic

has experienced all that this area of the

country has to offer – from drought to

floods. “The connections I have built over

the years are what allow my customers

and I to get through these challenges.

Being an agent requires a collaborative

approach and is something I really enjoy.”

PGG Wrightson Iwi Relationship Manager,
Ron Walters, discusses how the relationship

between PGW and Te Roroa is progressing

with Snow Tane at the Te Roroa visitor centre,

in Waipoua, Northland, in May 2021.

PGG Wrightson Technical Field Representative, Mark Bradley, discusses an

upcoming development area that is coming out of pine with Duanne Golley

and Tama Waaka on Waikara farm, South of Waipoua, Northland, in May 2021.

28

|

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|

29

Māori Agribusiness Team

Te Roroa Group

Te Roroa Farm Development Limited,

whose rohe stretches along the West

Coast of the North Island from the

Hokianga to Tokatoka in the Kaipara, is

an established client of PGW. Te Roroa

exists to provide better opportunities for

whānau with sustainability as a priority

through land, water, kiwi restoration

projects, and being part of the Kauri die

back response in the Waipoua forest.

The Te Roroa Group is growing and

currently has four individual entities. Te

Roroa Farms comprises seven separate

farms which were originally leased out

for several years. The farms are now

run as one operation consisting of

approximately 3,200 hectares.

PGW’s Iwi Relationship Manager, Ron

Walters, has been working with Te

Kaiwhakahaere Matua/The General

Manager, Taoho (Snow) Tane of the

Te Roroa Commercial Development

Group. Ron’s aim is to “partner with iwi to

overcome some of the unique challenges

faced when developing their primary

sector assets. An essential component

of my work is developing and sustaining

mutually beneficial relationships between

Māori and PGW, while helping to unlock

the potential of the whenua/land and

how we can better work with and assist

Māori and iwi.”

Snow’s role is to lead the development

and implementation of the Group’s

strategies while supporting the Chairman,

Kaumātua, and the Team Leaders. Ron

and Snow connect once a month to

discuss kaupapa, tikanga Māori, and

farming practices and development.

Ron works closely with Mark Bradley, PGW

Technical Field Representative. Technical

Field Representatives assist customers

to grow value by providing technical

support, in depth product knowledge,

and expert advice. Mark’s experience and

broad knowledge within the agricultural

industry gains him the trust and respect

of his clients. Mark gives detailed

presentations relating to farm practices

alongside Duanne Golley, Te Roroa Beef

Farms Kaiwhakahaere/Manager, which are

well received by Te Roroa.

Duanne appreciates that Te Roroa

benefits from the breadth and depth of

PGW. Duanne says “we used to engage

an independent fertiliser consultant.

Mark made good use of one of the many

resources and expertise within PGW

and introduced a Technical Specialist

soil scientist who was able to design a

sustainable fertiliser programme that gave

Te Roroa better utilisation. The results

have certainly paid dividends by getting a

better response to the fertiliser as well as

lifting productivity, so we transferred the

whole programme to PGW.”

Snow enjoys “partnering with PGW as

they have provided a lot of support to our

farms, especially when we regained our

farms and we needed to stock them. The

relationship with PGW works well, with

Ron and I discussing governance which

focuses on our people, future generations,

and caring for the land, while Duanne and

Mark’s relationship is around farm systems

and a trusted advisory role.”

PGW’s Māori Agribusiness team is a dedicated unit within PGW providing guidance on farming

practices that align with the environmental values of our Māori agribusiness clients. Our dedicated

Iwi Relationship Managers liaise with our Māori agribusiness clients and the team engages with PGW

colleagues across the Company to ensure technical expertise and industry knowledge are provided.

PGW regularly hosts Māori agribusiness hīkoi where Māori agribusiness clients have the opportunity

to visit other Māori agribusinesses. The team networks with numerous government and farmer-

owned primary industry participants to ensure engagement with industry stakeholders and strongly

represent Māori agribusiness. PGW is also a proud sponsor of the Ahuwhenua Trophy, Te Puni Kōkiri

Excellence in Māori Farming and Horticulture Award, which acknowledges and celebrates

Māori agricultural and horticultural excellence.

Mā ngā huruhuru ka rere

te manu.

It is the feathers that

enable the bird to fly.

Working with PGW

Ron Walters joined PGW’s

Māori Agribusiness team over three years

ago as the Iwi Relationship Manager

covering the Te Tai Tokerau rohe. Ron

engages with his colleagues across the

Company to ensure technical expertise

and industry knowledge is provided to our

clients through our trusted experts in the

field. What Ron loves most about working

for PGW is the “diversity of expertise

within the Company that we have to offer

our valued clients.”

Mark Bradley is a Technical Field

Representative based in Dargaville,

servicing customers across the Kaipara

area. Mark joined PGW 13 years ago and

enjoys contributing to his customers by

delivering a high level of on-farm and

off-farm technical support across the wide

range of farming business groups. Mark

is one of our more than 100 experienced

Technical Field Representatives nationally.

30
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PGG WRIGHTSON LIMITEDANNUAL REPORT 2021

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31

PGW Group Strategy

The divestment of the Seed and Grain

business inclusive of PGW’s operations

in Australia and South America in late

2019 significantly changed the business.

Following settlement of that transaction

the focus in the immediate term turned to

recalibrating PGW’s corporate functions,

and adjusting to the new operational

structure. After the successful right

sizing of the Group support functions

our attention shifted to the review of our

PGW Group strategy. Outcomes from

that review were delayed, however, while

COVID-19 captured worldwide attention,

with our business concentrating on

managing our operations through the

ongoing challenges created by the

pandemic.

Living with the global pandemic is likely

to be the reality for some time to come

and our business has adjusted to this

reality and undertaken a review that has

culminated in resetting the strategic

priorities for PGW Group.

As part of this exercise the Executive

team and Board took stock of trends

and developments in the agricultural

sector internationally and domestically to

determine PGW’s ‘why’, while reflecting

upon and respecting our proud history

but concentrating on the future and

growth opportunities for PGW Group.

We also considered customer insights

gathered from external market research to

better understand customer perceptions

and expectations. This work provided

clear observations relating to the deep

customer relationships PGW staff hold

and the trust that our customers place

in PGW came through strongly. A key

insight that was reinforced was the value

associated with the technical expertise

we provide to our customers, the advice

we offer to the industry, and in turn the

creation of value for our shareholders.

Our Group Strategy is dynamic and will

continue to evolve as we respond to the

changing demands of the market.

The purpose of the PGW Group Strategy is to

provide clarity and direction at a Group level

around our strategic priorities that we will

collectively work towards. The eight priorities

are then layered in more detail in the strategic

objectives of each Business Unit and Corporate

Function. Each of the eight strategic priorities

have specific measurable objectives that we

will monitor progress over time.

As part of our aspiration to seek growth,

we will also seek out potential acquisition

opportunities within the New Zealand market

that complement PGW’s strengths and that

have a good strategic fit while also being value

accretive for the business.

At a high level the

strategy is based

around the three

foundational pillars in

our vision, our purpose,

and our values.

At a more targeted level we

have identified eight PGW Group

Strategic Priorities that help direct

our focus and the priorities where

we wish to make progress and

differentiate our offering, while

strengthening our position as a

market leader.

Leverage our

Collective Reach

Our Results

& Measures

Customer

Focused

Innovation

Our

Differentiated

Offering

Environment &

Sustainability

Invest in our

People

Trade Finance

Solutions

Our PGW

Brand Story

OUR VALUES

Accountability

Leadership

Integrity

Smarter

Teamwork

OUR VISION

Helping grow the country

and building on our heritage

through innovation and

trusted partnerships with

rural New Zealand.

OUR PURPOSE

Working alongside

New Zealand farmers

and gr

owers to service

their on-farm and

horticultural needs.

Group Strategic Priorities

Eight Key Themes

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PGG WRIGHTSON LIMITED

Over $550k

Pupils from Sheffield School

enjoying playing in their new

gaga pit which was built with

funds received from Cash for

Communities.

12 8

Both PGW and IHC wish to

thank our farming customers

for donating actual or

virtual calves and raising

$973,000

nationwide last season

has raised

$600,000

for rural focused

organisations, schools,

clubs, and charities

nationwide since launch

PGG Wrightson in the community

'Helping grow the country' is at the heart of everything we do. Our people have been key members in

their rural communities in which they live and work alongside their customers for 170 years.

PGW has supported and sponsored rural communities throughout the country for multiple

generations, from Agricultural and Pastoral (A&P) Shows to community organisations. We are proud

to be an integral part of New Zealand’s thriving and passionate agricultural industry.

Young Horticulturist

Young Viticulturist

Young Grower

Young Winemaker

continues to support and invest in

the horticultural industry through

sponsoring industry events

Cash for Communities

Since its inception in 2011, the Cash for

Communities programme has successfully

provided financial support to rural

communities throughout New Zealand.

Run by PGG Wrightson and Ballance

Agri-Nutrients, Cash for Communities

has raised $600,000 since launch for rural

focused organisations, schools, clubs, and

charities nationwide. Following the 2020

spring season, $51,804 was donated to

nominated recipients.

These community organisations

acknowledge that these funds often

provide additional opportunities that

would not otherwise be available, as

expressed by Sheffield School Principal,

Nigel Easson.

“One of the highlights for our year six

children, who were moving onto Darfield

High School the following year, was to

have the gaga pit completed three days

before the end of term four. They were

screaming out to have a go and we knew

we had the Cash for Communities funds

to use. Since building the pit we’ve had

children aged from 5 to 11 years old

playing, with the different ages interacting

and those interactions have been the

highlight for me.”

The Cash for Communities programme

continues to have the support of

farmers and growers who nominate an

organisation or charity they would like

to receive their donation, with $1 being

donated for every tonne of participating

Ballance Agri-Nutrients fertiliser

purchased on their PGG Wrightson or

Fruitfed Supplies account during the

campaign period.

IHC Calf & Rural Scheme

PGW Livestock is proud to be Principal

Sponsor of the IHC Calf & Rural Scheme,

which is one of the longest standing rural

charitable relationships in New Zealand.

Both PGW and IHC wish to thank our

farming customers for donating actual

or virtual calves and raising $973,000

nationwide last season, with nearly $40

million committed throughout the almost

40 year relationship. These funds help

the IHC to assist people with intellectual

disabilities and their families in our rural

communities.

In addition to our support of IHC, our

PGW Livestock business supports sheep

and beef associations, along with several

livestock competitions across New

Zealand.

Supporting the Horticulture Sector

Fruitfed Supplies continues to support

and invest in the horticultural industry

through sponsoring a number of events.

We work closely with organisations whose

programmes recognise innovation and

excellence in the industry.

We are passionate about developing skills

and fostering leadership, which are the

pillars of The Young Grower of the Year,

Young Viticulturalist of the Year, Young

Horticulturist of the Year, and Young

Winemaker of the Year competitions.

Fruitfed Supplies continued with its

Fruitfed Supplies Horticulture Scholarship,

which is an academic scholarship

available to a third year Massey University

student studying horticulture. The

intention of this academic scholarship

is to help promote excellence in

horticulture.

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PGG WRIGHTSON LIMITEDANNUAL REPORT 2021

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35

PGG Wrightson in the Community continuedWaihi LandSAR provided

photograph of volunteers

participating in helicopter

deployment training.

These industry events are important

occasions for people to meet and

collaborate and recognise the

achievements of industry peers. Fruitfed

Supplies is delighted to co-sponsor

the Potato NZ conference, Hort NZ

conference, NZ Pinot Noir conference,

Silver Secateurs competition, and

numerous wine awards.

In addition, a number of our people

are involved with and are members of

horticulture industry groups and boards.

Land Search and Rescue

PGW entered a new three-year

sponsorship with New Zealand Land

Search and Rescue (LandSAR). LandSAR

is a national charitable volunteer

organisation who rely wholly on grants

and sponsorships in order to carry out

their vital service.

Many of our staff and customers regularly

enjoy our country’s great outdoors and

this is a way that PGW can demonstrate

our support for this important community

service that saves lives. A number of

PGW employees are LandSAR volunteers

and they freely dedicate their time to

training, maintaining their competencies,

and responding to emergency situations

when they arise.

PGW supported LandSAR via a charity

auction at Fieldays, with the funds raised

being disbursed to local groups. We also

collaborated with John Bull

® to release

the Harrier boot exclusively to our retail

stores where $10 from every boot sale is

donated to LandSAR.

LandSAR also received $5,000 through

our association with FleetPartners, the

provider of all our leased vehicles.

Supporting Industry Events, A&P Shows, Regional Field Days, Rural Communities, and Disaster Recovery

National Shearing Circuit

PGW is delighted to renew our

sponsorship of the National Shearing

Circuit for the next three years. Under

the current arrangement, PGW is co-

sponsoring the event with animal health

product manufacturer Nexan, with the

new title of the PGG Wrightson Vetmed

National Shearing Circuit.

Circuit committee chairman, Warren

White, says “PGW has been onboard as

a sponsor for 18 years now and we are

delighted to extend what has been an

excellent and enduring relationship.

As a sponsor they have been fully

committed to helping keep the circuit

afloat, particularly under the challenging

circumstances we faced last year.”

A&P Shows, Regional Field Days, and

Fieldays NZ

PGW is pleased to be involved with many

A&P shows and field days throughout

the year. These events bring the local

rural community together and provide us

with the opportunity to acknowledge the

ongoing support of our customers.

Unfortunately, due to COVID-19, the New

Zealand Agricultural Show in Christchurch

was cancelled in 2020 but we look

forward to supporting its return in 2021.

Supporting Excellence in Māori

Farming

The Ahuwhenua Trophy, Te Puni Kōkiri

Excellence in Māori Farming and

Horticulture Award, acknowledges and

celebrates business excellence in New

Zealand's agricultural sector. It is an

honour for PGW to sponsor this trophy

which alternates between sheep and

beef, dairy, and horticulture each year,

so each sector competes on a three-year

rotational basis.

Due to COVID-19 and the postponement

of the 2020 awards ceremonies, two

awards ceremonies were held during

FY21. The Ahuwhenua Trophy Excellence

in Māori Horticulture Award was won by

Te Kaha 15B Hineora Orchard. Hineora

Orchard is a Māori freehold land block

located in the Eastern Bay of Plenty

township of Te Kaha, 65 km east of

Ōpōtiki. In addition to the horticulture

award the winner of this year’s

Ahuwhenua Trophy for the top Māori

Dairy farm is Tataiwhetu Trust located in

the Ruatoki Valley, south of Whakatane.

Industry Associations

As well as PGW sponsoring numerous

national breeder associations, PGW

employees are respected members of

many of these associations, providing

expert knowledge, advice, and support

to help these vital organisations fulfil

their industry objectives.

Community Events

PGW enjoys supporting local rural

community organisations and activities

that promote excellence in farming and

ultimately help grow the country. Our

preference is to sponsor through an

in-kind contribution such as the use of

PGW vouchers, marquee supply, or the

provision of people to help (e.g. judges).

PGW Wool continued their sponsorship

and support of the Wool in Schools

containers initiative as part of Campaign

for Wools.

Dr Tom’s Walk the Talk Wellness Tour –

With PGW

Dr Tom visited PGW customers in the far

north and as south as Te Anau on his final

year of the Walk the Talk Wellness Tour.

As well as presenting to key community

groups and in our stores, Dr Tom attended

Fieldays, National Horticulture Field Days,

AgFest, and South Island Agricultural

Field Days performing health checks and

discussing the importance of ‘knowing

your numbers’ when it comes to personal

health and wellbeing and supporting

farmers and growers in improving theirs.

Disaster Recovery

PGW is privileged to be able to help

our customers and rural communities

through natural disasters. Droughts,

floods, snowstorms, and windstorms

are all part of rural life and, in any given

year, at least some of our customers are

impacted by one of these events. As part

of our involvement in the communities

in which we live and work, PGW staff

are often some of the first called on to

provide assistance.

“Whoever said diamonds were a girl’s best friend
never had a dog” in Ohakune by Fran Frew for the

PGG Wrightson Landmarks Photo Collection.

ANNUAL REPORT 2021

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PGG WRIGHTSON LIMITED

For 170 years PGW has been part of rural New Zealand and we

take pride in our stewardship role alongside our customers and

stakeholders. Together we seek to ensure the farming sector

continues to prosper in a sustainable manner for generations to

come. There is growing recognition of the need for businesses

to implement environmental, social, and governance (ESG)

frameworks into everyday activities, with a particular spotlight in

New Zealand on the rural sector to operate sustainably. While

many of our activities are designed to support better farming

practices, we are increasing our efforts on environmental and

climate-focused outcomes.

We are committed to providing our team with a safe and healthy

work environment and training opportunities. Ethically, we

operate to the highest standard and we take responsibility for our

operations and supply chains.

PGW is dedicated to meeting the mandatory reporting climate-

related disclosures to be implemented by the New Zealand XRB

(External Reporting Board) and we have commenced work in this

area.

PGW’s strategy and framework for ESG reporting is continuously

evolving in response to market demands and regulatory

requirements. We are assessing the New Zealand Stock Exchange

ESG Guidance and the potential application of leading Global

ESG reporting frameworks to the Group to assist to inform our

strategy development in this area.

Environmental, Social and

Governance Reporting

Our dedication to 'Helping grow the country’ is demonstrated through our commitment to

protecting our natural environment for future generations. To be “Leaders in the Field” we need

to balance issues of environmental, social, cultural, and economic sustainability in order to make

a valuable contribution to the future of our country, our shareholders, our people, our customers,

our communities, and the rural business sectors we operate in.

off-job learning and

developing facilitated

training courses.

Our people

attended

675

tonnes of plastic from

farmers and growers

during the year.

Agrecovery’s product

stewardship programme

collected and recycled

532

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39

Environmental

As we continue to understand and

evaluate our impact on the environment

within which we operate, PGW’s

Environmental Compliance Working

Group completed a risk review of

environmental aspects and impacts of all

PGW operations, to identify any activities

and services of potential significant

risk. A process for monitoring and

reporting site environmental compliance

is being formalised as we engage with

Business Units to understand consent

requirements.

We recognise the need to report on our

environmental footprint, in particular

our carbon emissions, and we have

established an ESG Working Group to

take us on this continuous journey. Toitū

Envirocare has been engaged to assist

us in developing an inventory of PGW’s

carbon emissions with the intention of

seeking Toitū certification. The output

of this will support the development of

PGW’s Environment and Sustainability

Strategy which will consider the impact

of our business on the environment and

set environmental goals and reduction

targets, based on risk and opportunity.

The Retail & Water business has continued

to drive Environmental Management as a

key strategic initiative. The strategy group

has developed and launched numerous

initiatives over the course of the year.

These include:

developing tools to support our field staff in assisting farmers with the new Resource

Management (Stock Exclusion) Regulations 2020.

continuing to take a leading role regarding animal welfare in winter cropping

systems, with a senior member of the Technical Team sitting on the government led

Winter Grazing Action Group.

senior members of the Technical Team advising industry groups about the future

sustainability of agrichemical use in horticultural crops.

members of the Technical Team consulting and advising key government

departments responsible for developing environmental regulation.

working with multinational supplier companies to develop and commercialise

sustainability initiatives in New Zealand.

committing R&D resource through our Technical Team to the development of

biological alternatives into commercial spray programmes for horticulture.

undertaking waste audits on key Retail sites to determine our current trends in waste

flow and accumulation. This information will be used to help align our processes and

policies concerning waste and recycling.

engagement relationships with key environmental consultancy partners in Otago

and Southland to streamline the process for our customers to engage the right

people to help with their environmental planning journeys.

commencing work to attain the British Retail Consortium (BRC) certification in a

number of our stores across the country.

our new Alexandra store being set up as a trial site for new initiatives around waste

management.

With compliance and product security becoming increasingly important a Quality

Assurance coordinator was employed to support the business.

PGW Livestock’s upgrade of our saleyard network progresses through new infrastructure

enhancements. These focus on environmental, animal welfare, and health and safety

initiatives, and have included recent upgrades to the effluent systems in Wellsford and

Masterton.

PGW Wool are in the process of evaluating electric fork trucks and plan to trial some of

these in the business.

By working with our corporate head office landlord, we continue to analyse our

environmental impact through managing stormwater and protecting the quality of the

receiving groundwater.

As part of our commitment to sustainability, this annual report is printed on

environmentally responsible paper. To help minimise our environmental impact we

encourage our customers to receive statements and invoices by email. In addition, we

promote the receipt of this annual report by email.

Social

We invest in developing our people

through development programmes to

ensure they are appropriately trained

and equipped. This is important for

individual growth and engagement, and

it also enhances the skills of our teams

and leads to better service and advice for

our customers. During the financial year

675 people attended off-job learning and

developing facilitated training courses

and our employees completed more than

9,000 online learning and compliance

courses.

PGW has a series of human resources

policies which reference New Zealand

employment and health and safety

legislation, supported by our Code of

Conduct and our core company values

– accountability, leadership, integrity,

smarter, and teamwork.

We recognise that managing the health,

safety, and wellbeing of our people, our

customers and those we work alongside

is good for business, but above all else

we do it because we care. We believe

we play a significant role in influencing

the industry to create safer and healthier

outcomes. Safety and wellbeing remain a

key focus of our Board, our Executive team,

and our people, with a number of new

initiatives implemented (see page 10).

Throughout the country PGW proudly

supports and builds relationships with

grassroot rural communities, as well as

providing numerous industry, community,

and sponsorship arrangements (see pages

32 to 35).

In supply chain management, we are

committed to responsible sourcing. We

work with our supply chain partners and

insist on compliance with specified social

standards, including for example, working

conditions, ethical behaviour, antibribery,

and a prohibition on child labour.

Governance

PGW applies governance and risk

management procedures including

transparent accounting methods and

tax reporting. Shareholders are given an

opportunity to vote on important issues.

The Board and Executive profiles are set

out in this annual report (see pages 12

to 15). Governance measures including

remuneration, shareholder details, and

risk management are outlined in PGW’s

Corporate Governance and Board Charter

section of this annual report (see pages 93

to 109).

Our Fruitfed Supplies team is constantly looking for ways to recycle or re-use products

and they work with suppliers to ensure as many products as possible are sold in packages

and containers that can either be recycled or reused and to reduce the amount of plastic

in packaging. The team assist customers by collecting plastic bags from vineyards for

recycling as a part of the Plasback scheme.

Agrecovery’s product stewardship programme collected and recycled 532 tonnes of

plastic from farmers and growers during the year. We remain committed to supporting

Agrecovery’s agrichemical container recycling and chemical recovery programme.

These include:

providing logistical support through hosting Agrecovery containers at some of our

sites and working with customers to ensure used containers are returned.

our Fruitfed Supplies stores in Hastings and Blenheim assisting Agrecovery and our

customers by trialling the collection of low-density polyethylene.

management representation on Agrecovery’s Board.

PGG Wrightson Technical Horticultural
Representative, Rob Wards, inspects

a crop of Royal Gala apples for pests

and diseases at a client’s orchard in

Canterbury in March 2021.

ANNUAL REPORT 2021

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PGG WRIGHTSON LIMITED

Key Financial Disclosures

Consolidated Financial Statements

For the year ended 30 June 2021

KEY FINANCIAL DISCLOSURES
PGG WRIGHTSON LIMITED

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

For the year ended 30 June 2021

ANNUAL REPORT 2021

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PGG WRIGHTSON LIMITED

PGG WRIGHTSON LIMITED

DIRECTORS’ RESPONSIBILITY STATEMENT

FOR THE YEAR ENDED 30 JUNE 2021

The Directors are responsible for ensuring that the consolidated financial statements give a

true and fair view of the financial position of the Group as at 30 June 2021 and the financial

performance and cash flows for the year ended on that date.

The Directors consider that the consolidated financial statements of the Group have been

prepared using appropriate accounting policies, consistently applied and supported by

reasonable judgements and estimates and that all of the relevant financial reporting and

accounting standards have been followed.

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

reasonable accuracy, the determination of the financial position of the Group and facilitate

compliance of the consolidated financial statements with the Financial Reporting Act 2013 and

the Financial Markets Conduct Act 2013.

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

Limited and its controlled entities (together the “Group”) set out on pages 43 to 88 for the year

ended 30 June 2021.

The consolidated financial statements contained on pages 43 to 88 have been authorised for

issue on 16 August 2021.

For and on behalf of the Board.

Rodger Finlay

Sarah Brown

Chairman Director and Audit Committee Chair

2021 2020*

NOTE $000 $000

Continuing operations

Operating revenue 1 847,815 788,036

Cost of sales 2 (624,589) (584,050)

Gross profit 223,226 203,986

Other income 366 300

Employee expenses 7 (119,828) (113,964)

Other operating expenses 3 (47,735) (48,126)

Operating EBITDA 28(E) 56,029 42,196

Non-operating gains/(losses) 4 4,456 132

Impairment and fair value gains/(losses) 5 1,832 (807)

Depreciation and amortisation expense (27,283) (26,667)

EBIT 28(E) 35,034 14,854

Net interest and finance costs 6 (5,621) (5,032)

Profit from continuing operations before income tax 29,413 9,822

Income tax benefit/(expense) 8 (6,693) (2,831)

Profit from continuing operations, net of income tax 22,720 6,992

Discontinued operations

Results from discontinued operations, net of income tax (7) (371)

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

Profit/(loss) from discontinued operations, net of income tax (7) 707

Net profit after tax attributable to Shareholders of the Company 22,713 7,699

Basic & diluted earnings per share (EPS)

2021 2020*

NOTE $ $

Basic & diluted EPS on issued ordinary shares at the end of the period 9, 28(E) 0.301 0.102

Basic & diluted EPS on issued ordinary shares at the end of the period – continuing operations 9, 28(E) 0.301 0.092

Basic & diluted EPS on a weighted average basis 9 0.301 0.049

Basic & diluted EPS on a weighted average basis – continuing operations 9 0.301 0.044

* Refer to Note 29 for further details on the restatement of the comparative figures.

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

KEY FINANCIAL DISCLOSURES
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PGG WRIGHTSON LIMITED

CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME

For the year ended 30 June 2021

2021 2020*


N

OTE


$000 $000

Net profit after tax attributable to Shareholders of the Company 22,713 7,699

Other comprehensive income/(loss)

Continuing operations

Items that will never be reclassified to profit or loss

Changes in fair value of equity instruments 136 –

Remeasurements of defined benefit asset/liability 19 9,620 (3,942)

T

ax on remeasurements of defined benefit asset/liability

8


(2,694)


1,104

Total other comprehensive income/(loss) for the period 7,062 (2,838)

Total comprehensive income for the period attributable to Shareholders of the Company 29,775 4,861

* Refer to Note 29 for further details on the restatement of the comparative figures.

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

PGG WRIGHTSON LIMITED

SEGMENT REPORT

For the year ended / as at 30 June 2021

A. Operating segments

The Group has two primary operating segments, Agency and Retail

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

segments operate within New Zealand.

The two operating segments offer different products and services,

and are managed separately because they require different skills,

technology and marketing strategies. Within each segment, further

business unit analysis may be provided to management where there

are significant differences in the nature of activities. The Chief Executive

Officer or Chairman of the Board reviews internal management reports

on each strategic business unit on at least a monthly basis.

The Group's segments are described below:



A

gency: This segment derives its revenue primarily from

commissions in respect of rural Livestock, Wool and Real Estate

transactions. This segment also derives revenue from wool and

velvet product sales, and interest revenue from its Go receivables

(refer to Note 13 Go Receivables for further explanation regarding

this programme).

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

Fruitfed Supplies retail operations, Agritrade, PGG Wrightson

Water, PGW Consulting, ancillary sales support and supply chain

functions. This segment derives its revenue primarily from the

sale of goods as well as the design, installation and servicing of

irrigation solutions.


Other: Other relates to certain Group Corporate activities

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

other support services (such as corporate property services and

marketing) and includes consolidation/elimination adjustments.

The Marketing function derives sales revenue from its rewards and

on-charging programmes.


Discontinued operations: Relate to PGG Wrightson Seeds

Holdings Limited together with its subsidiaries and investments

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

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

established to hold and recover certain excluded loans related to

the sale of the Group's finance subsidiary, PGG Wrightson Finance

Limited; and the Standardbred business (previously included

within Agency) which was closed in January 2020.

Assets and liabilities allocated to each business unit combine to form

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

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

level including those for the Corporate functions noted above. Similarly,

the profit/loss for each business unit combines to form total profit/

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

revenues and expenses are recorded at the Corporate level for the

Corporate functions noted above.

Corporate costs allocation

The Group allocates certain corporate costs to an operating segment

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

following methods:


IT hardware, support, licence and other costs are allocated on a per

user basis.

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

property space utilisation basis.


Business operations costs (Accounts Payable, Accounts Receivable,

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

segment or transactional volumes. Credit Services costs are

allocated to the operating segment to which the overdue

accounts relate.

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

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

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

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

Treasury, and Risk and Assurance functions continue to be reported

outside of the operating segments.

B.


G

eographical segment

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

primarily from New Zealand.

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KEY FINANCIAL DISCLOSURES

4 | PGG WRIGHTSON LIMITEDPGG WRIGHTSON LIMITED | 5

PGG WRIGHTSON LIMITED

SEGMENT REPORT CONTINUED

For the year ended / as at 30 June 2021

C. Operating segment information

AGENCY RETAIL & WATER OTHER DISCONTINUED OPERATIONS TOTA L

2021 2020* 2021 2020* 2021 2020* 2021 2020* 2021 2020*

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

Sales revenue 74,022 71,699 638,622 604,345 2,250 2,186 – – 714,894 678,230

Commission revenue 107,685 88,770 79 97 58 112 – – 107,822 88,979

Construction contract revenue – – 18,950 13,640 – – – – 18,950 13,640

Interest revenue on Go receivables 3,805 4,258 – – – – – – 3,805 4,258

Debtor interest charges 615 659 848 962 (24) 159 – – 1,439 1,780

Sublease income 356 455 118 64 431 630 – – 905 1,149

Total external operating revenues 186,483 165,841 658,617 619,108 2,715 3,087 – – 847,815 788,036

Operating EBITDA 25,179 15,681 37,533 33,228 (6,683) (6,713) – – 56,029 42,196

Non–operating gains/(losses) 3,885 78 991 31 (420) 23 – – 4,456 132

Impairment and fair value gains/(losses) 917 243 589 (1,425) 326 375 – – 1,832 (807)

Depreciation and amortisation expense (8,457) (8,882) (15,060) (15,250) (3,766) (2,535) – – (27,283) (26,667)

EBIT 21,524 7,120 24,053 16,584 (10,543) (8,850) – – 35,034 14,854

Net interest and finance costs (2,418) (1,672) (2,073) (3,062) (1,130) (298) – – (5,621) (5,032)

Profit/(loss) from continuing operations before income tax 19,106 5,448 21,980 13,522 (11,673) (9,148) – – 29,413 9,822

Income tax benefit/(expense) (3,976) (1,686) (6,360) (3,652) 3,643 2,507 – – (6,693) (2,831)

Profit/(loss) from continuing operations, net of income tax 15,130 3,762 15,620 9,870 (8,030) (6,640) – – 22,720 6,992

Profit/(loss) from discontinued operations, net of income tax – – – – – – (7) 707 (7) 707

Net profit/(loss) after tax 15,130 3,762 15,620 9,870 (8,030) (6,640) (7) 707 22,713 7,699

Segment assets 184,177 184,714 245,131 238,486 23,681 32,617 5 – 452,994 455,817

Assets held for sale – – 40 40 – – – – 40 40

Total segment assets 184,177 184,714 245,171 238,526 23,681 32,617 5 – 453,034 455,857

Total segment liabilities (101,147) (87,481) (155,907) (145,907) (22,442) (69,344) – (18) (279,496) (302,750)

Capital expenditure (additions to non–current assets) 6,940 5,571 12,468 14,574 1,677 8,358 – – 21,085 28,502

D. Impact of NZ IFRS 16 Leases

The below non-GAAP disclosures are included to facilitate comparisons with reporting periods prior to the introduction of NZ IFRS 16

(being the reporting periods prior to 1 July 2019).


AGENCY RETAIL & WATER OTHER DISCONTINUED OPERATIONS TOTA L

2021 2020* 2021 2020* 2021 2020* 2021 2020* 2021 2020*

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

Operating EBITDA including NZ IFRS 16 25,179 15,681 37,533 33,228 (6,683) (6,713) – – 56,029 42,196

Less NZ IFRS16 adjustments:

Other operating expenses (7,196) (7,300) (13,280) (12,773) (1,246) (1,671) – – (21,722) (21,744)

Operating EBITDA excluding NZ IFRS 16 17,983 8,381 24,253 20,455 (7,929) (8,384) – – 34,307 20,452

* Refer to Note 29 for further details on the restatement of the comparative figures.

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

KEY FINANCIAL DISCLOSURES

4 | PGG WRIGHTSON LIMITEDPGG WRIGHTSON LIMITED | 5

PGG WRIGHTSON LIMITED

SEGMENT REPORT CONTINUED

For the year ended / as at 30 June 2021

C. Operating segment information

AGENCY RETAIL & WATER OTHER DISCONTINUED OPERATIONS TOTA L

2021 2020* 2021 2020* 2021 2020* 2021 2020* 2021 2020*

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

Sales revenue 74,022 71,699 638,622 604,345 2,250 2,186 – – 714,894 678,230

Commission revenue 107,685 88,770 79 97 58 112 – – 107,822 88,979

Construction contract revenue – – 18,950 13,640 – – – – 18,950 13,640

Interest revenue on Go receivables 3,805 4,258 – – – – – – 3,805 4,258

Debtor interest charges 615 659 848 962 (24) 159 – – 1,439 1,780

Sublease income 356 455 118 64 431 630 – – 905 1,149

Total external operating revenues 186,483 165,841 658,617 619,108 2,715 3,087 – – 847,815 788,036

Operating EBITDA 25,179 15,681 37,533 33,228 (6,683) (6,713) – – 56,029 42,196

Non–operating gains/(losses) 3,885 78 991 31 (420) 23 – – 4,456 132

Impairment and fair value gains/(losses) 917 243 589 (1,425) 326 375 – – 1,832 (807)

Depreciation and amortisation expense (8,457) (8,882) (15,060) (15,250) (3,766) (2,535) – – (27,283) (26,667)

EBIT 21,524 7,120 24,053 16,584 (10,543) (8,850) – – 35,034 14,854

Net interest and finance costs (2,418) (1,672) (2,073) (3,062) (1,130) (298) – – (5,621) (5,032)

Profit/(loss) from continuing operations before income tax 19,106 5,448 21,980 13,522 (11,673) (9,148) – – 29,413 9,822

Income tax benefit/(expense) (3,976) (1,686) (6,360) (3,652) 3,643 2,507 – – (6,693) (2,831)

Profit/(loss) from continuing operations, net of income tax 15,130 3,762 15,620 9,870 (8,030) (6,640) – – 22,720 6,992

Profit/(loss) from discontinued operations, net of income tax – – – – – – (7) 707 (7) 707

Net profit/(loss) after tax 15,130 3,762 15,620 9,870 (8,030) (6,640) (7) 707 22,713 7,699

Segment assets 184,177 184,714 245,131 238,486 23,681 32,617 5 – 452,994 455,817

Assets held for sale – – 40 40 – – – – 40 40

Total segment assets 184,177 184,714 245,171 238,526 23,681 32,617 5 – 453,034 455,857

Total segment liabilities (101,147) (87,481) (155,907) (145,907) (22,442) (69,344) – (18) (279,496) (302,750)

Capital expenditure (additions to non–current assets) 6,940 5,571 12,468 14,574 1,677 8,358 – – 21,085 28,502

D. Impact of NZ IFRS 16 Leases

The below non-GAAP disclosures are included to facilitate comparisons with reporting periods prior to the introduction of NZ IFRS 16

(being the reporting periods prior to 1 July 2019).

AGENCY RETAIL & WATER OTHER DISCONTINUED OPERATIONS TOTA L

2021 2020* 2021 2020* 2021 2020* 2021 2020* 2021 2020*

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

Operating EBITDA including NZ IFRS 16 25,179 15,681 37,533 33,228 (6,683) (6,713) – – 56,029 42,196

Less NZ IFRS16 adjustments:

Other operating expenses (7,196) (7,300) (13,280) (12,773) (1,246) (1,671) – – (21,722) (21,744)

Operating EBITDA excluding NZ IFRS 16 17,983 8,381 24,253 20,455 (7,929) (8,384) – – 34,307 20,452

* Refer to Note 29 for further details on the restatement of the comparative figures.

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

KEY FINANCIAL DISCLOSURES
48

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PGG WRIGHTSON LIMITEDANNUAL REPORT 2021

|

49

PGG WRIGHTSON LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 30 June 2021

2021 2020*

$000 $000

Cash flows from operating activities

Cash was provided from:

Receipts from customers


818,914


809,733

R

eceipt for the termination of partnering contract, net of costs

3,934



Dividends r

eceived 1 17

Interest received 5,307 6,622

828,156


816,372

C

ash was applied to:

Payments to suppliers and employees (765,212) (774,842)

Interest paid (646) (923)

Interest paid on lease liabilities (4,036) (4,185)

I

ncome tax paid

(28)


(4,968)

L

ump sum contributions to defined benefit plans (ESCT inclusive) (563) –

(770,485) (784,918)

Net cash inflow/(outflow) from operating activities 57,671 31,454

Cash flows from investing activities

Cash was provided from:

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

3,294 855

Proceeds from sale of investments

136



3,430 855

C

ash was applied to:

Purchase of property, plant and equipment (5,500) (5,419)

Purchase of intangibles

(1,309)


(3,683)

Investment sale costs (51) –

(6,860) (9,102)

Net cash inflow/(outflow) from investing activities (3,430) (8,247)

Cash flows from financing activities

Cash was provided from:

Increase in external borrowings and bank overdraft

– 47,320



47,320

Cash was applied to:

Share repurchase and cancellation



(234,000)

Dividends paid t

o shareholders (9,343) (12,564)

Repayment of external borrowings and bank overdraft (40,100) –

Repayment of principal portion of lease liabilities (18,299) (17,586)

(67,742) (264,150)

Net cash inflow/(outflow) from financing activities (67,742) (216,830)

Net increase/(decrease) in cash held (13,501) (193,623)

Opening cash 16,868 210,491

Cash and cash equivalents 10 3,367 16,868

* Refer to Note 29 for further details on the restatement of the comparative figures.

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

PGG WRIGHTSON LIMITED

RECONCILIATION OF PROFIT AFTER TAX

WITH NET CASH FLOW FROM OPERATING ACTIVITIES

For the year ended 30 June 2021

2021 2020*

$000 $000

Net profit after tax 22,713 7,699

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

Depreciation and amortisation


27,283


26,706

I

mpairment and fair value losses/(gains)

(1,832)


807

R

eversal of software capital projects expensed in the current period 750 –

Bad debts written off (net) 67 489

L

oss/(profit) on sale of assets and investments, and lease terminations

(909)


(1,259)

F

oreign exchange loss/(gain)

333


135

D

eferred tax expense/(benefit) (258) 787

Defined benefit expense/(gain) 35 13

Pension contributions not expensed through profit or loss (563) –

O

ther non-cash/non-operating items

83


(284)

A

dd/(deduct) movement in working capital items:

Change in inventories


759


(915)

Change in accounts receivable and prepayments (22,694) 22,825

Change in trade cr

editors, provisions and accruals

26,468


(22,222)

Change in income tax payable/receivable

6,917


(3,716)

Change in other current assets/liabilities (1,481) 389

Net cash flow from operating activities 57,671 31,454

Cash Flows Accounting Policies

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

those of the Group are reported on a net basis.

*

Refer to Note 29 for fur

ther details on the restatement of the comparative figures.

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

KEY FINANCIAL DISCLOSURES
ANNUAL REPORT 2021

|

5150

|

PGG WRIGHTSON LIMITED

PGG WRIGHTSON LIMITED

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2021

2021 2020* 2019*

NOTE $000 $000 $000

ASSETS

Current

Cash and cash equivalents 10 3,367 16,868 210,491

Short–term derivative assets

11


843


707


614

T

rade and other receivables 12 148,171 122,946 145,881

Go receivables

13


45,869


48,111


47,754

I

ncome tax receivable – 3,399 125

Inventories

14


81,498


83,431


82,485

A

ssets classified as held for sale 40 40 2,326

Other current assets

2,842


2,059


2,257

T

otal current assets 282,630 277,561 491,933

Non–current

Long–term derivative assets 11 – 235 387

D

eferred tax asset

8


8,173


10,660


10,344

I

nvestments in equity accounted investees 92 79 71

O

ther investments

474


471


470

I

ntangible assets

15


15,663


15,866


13,331

Right-of-use assets

16


101,064


104,625



P

roperty, plant and equipment 17 44,627 46,330 44,702

D

efined benefit asset

19


311





O

ther non-current assets – 29 12

Total non-current assets

170,404


178,296


69,317

T

otal assets 453,034 455,857 561,250

LIABILITIES

Current

Debt due within one year 10 9,900 30,000 2,680

Short-term derivative liabilities

11


242


562


280

A

ccounts payable and accruals 18 158,883 132,600 155,903

Short-term lease liabilities

16


17,631


16,506



I

ncome tax payable 3,466 – –

Total current liabilities

190,122


179,668


158,863

Non–current

Long-term debt 10 – 20,000 –

Long-term derivative liabilities

11


143


45


62

L

ong-term lease liabilities 16 86,387 90,398 –

L

ong-term provisions

18


2,844


2,802


1,631

D

efined benefit liability 19 – 9,838 5,883

T

otal non-current liabilities

89,374


123,083


7,576

T

otal liabilities

279,496


302,750


166,439

EQUITY

Share capital


30


372,318


372,318


606,318

Reserves

30


14,782


7,586


10,424

R

etained earnings/(deficit)

30


(213,562)


(226,798)


(221,931)

Total equity attributable to Shareholders of the Company

173,538 153,106 394,811

Total liabilities and equity 453,034 455,857 561,250

*

Refer to Note 29 for fur

ther details on the restatement of the comparative figures.

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

PGG Wrightson Livestock Representatives

– Genetics, Cam Heggie and Emma Pollitt,

review the sales catalogue at the Rangatira

Angus Mixed Age Cow and Calf Dispersal sale

near Gisborne in Poverty Bay in March 2021.

Additional Financial

Disclosures

Including Notes to the Consolidated

Financial Statements for the year ended

30 June 2021

52
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PGG WRIGHTSON LIMITEDANNUAL REPORT 2021

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53

PGG WRIGHTSON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 30 June 2021

ADDITIONAL FINANCIAL DISCLOSURES

1 OPERATING REVENUE

2021 2020

$000


$000

Revenue from contracts with customers

Sales revenue 714,894 678,230

Commission revenue 107,822 88,979

C

onstruction contract revenue

18,950


13,640

O

ther operating revenue

Interest revenue on Go receivables 3,805 4,258

Debtor interest charges 1,439 1,780

Sublease income


905


1,149

847,815 788,036

Income Recognition Accounting Policies

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

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

Sales revenue

Sales revenue comprises the sale value of transactions where the Group acts as a principal; for example, retail store sales, and sales of wool

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

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

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

obligation to make the payment.

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

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

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

therefore no assumptions or estimates are required.

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

for contracts with terms of 12 months or less.

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

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

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

Group recognises the obligations under these warranties as a provision.

Commission revenue

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

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

respectively. The Group generates commissions from acting as an agent for organising the sale of livestock or real estate, and from the

successful referral of clients to unrelated lending and insurance partners.

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

Construction contract revenue

Construction services are provided to customers in the Water business to construct pivots and irrigation systems. Most contracts contain a

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

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

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

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

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

Interest and similar income and expense

The Group recognises the fixed fees charged to customers under its Go programme as interest revenue. Refer to Note 13 Go Receivables for

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

The Group also recognises interest revenue on an accruals basis when the services are rendered using the effective interest method. Refer

to the accounting policies under Note 6 Net Interest and Finance Costs for further explanation on the effective interest method.

Sublease income

The Group recognises lease payments received under subleases as income on a straight-line basis over the lease term. Refer to Note 16

Right-of-Use Assets and Lease Liabilities for further explanation.

2 COST OF SALES

2021 2020


N

OTE


$000 $000

Depreciation and amortisation 187 181

Employee benefits (including commissions)

34,245


23,953

Inventories and consumables 14 557,079 534,561

Other 33,078 25,355

624,589 584,050

3 OTHER OPERATING EXPENSES

2021 2020

$000 $000

Audit of annual financial statements of the Company by EY 240 –

Audit of annual financial statements of the Company by KPMG



190

Regulatory and other assurance services provided by KPMG – 11

Dir

ectors' fees 552 611

D

onations

8


1

I

ncrease/(decrease) in provision for impaired debtors and contract assets

(774)


343

Net bad debts wr

itten off

841


147

IT & t

elecommunication costs 12,981 14,440

M

arketing

3,820


3,818

M

otor vehicle costs

5,713


5,804

T

ravel costs

2,858


3,044

R

ental and operating lease costs 460 279

O

ccupancy costs (excluding rental and operating lease)

5,110


5,542

O

ther staff costs

6,104


6,558

O

ther expenses

9,822


7,338

47,735 48,126

4 NON-OPERATING GAINS/(LOSSES)

2021 2020

$000 $000

Receipt for the termination of partnering contract, net of costs 3,934 –

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

960


151

O

ther non-operating gains/(losses)

(438)


(19)

4,456 132

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

For the year ended 30 June 2021

ADDITIONAL FINANCIAL DISCLOSURES

5 IMPAIRMENT AND FAIR VALUE GAINS/(LOSSES)

2021 2020


N

OTE


$000 $000

Net impairment reversal/(impairment) - Property, plant and equipment 5(A) 906 253

Net impairment reversal/(impairment) - Right-of-use assets

5(B)


910


(852)

Fair value gains/(losses) - Assets held for sale – (198)

Other fair value gains/(losses) 16 (10)

1,832 (807)

A. Saleyards

A

t balance date, the Group reviewed its saleyard assets for indicators of impairment and for any indication that a previously recognised impairment

loss may have decreased. The Group reversed $0.91 million of previously recognised impairment losses on 10 saleyards. This was based off

indicative external market valuations for the saleyards.

B.

R

ight-of-use assets

At balance date, the Group reviewed its right-of-use assets for indicators of impairment and for any indication that a previously recognised

impairment loss may have decreased. As a result of this review, the Group reversed $0.91 million of previously recognised impairment losses. Most

of the impairment reversal relates to the Water business. The impairment reversal resulted from changes in key assumptions applied to the value

in use model used for impairment testing. The change in assumptions included improved current and estimated future earnings following a

restructure of the business and the sublease of surplus space related to a previously impaired right-of-use asset.

Impairment Accounting Policies

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

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

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

another standard.

Non-financial assets

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

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

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

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

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

estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the

time value of money and the risks specific to the asset or CGU.

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

recognised in profit or loss.

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

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

6 NET INTEREST AND FINANCE COSTS

2021 2020

$000 $000

Interest income 63 579

Interest funding expense

Bank interest on loans and overdrafts

(646) (923)

Bank facility fees (908) (683)

(1,554) (1,606)

Net interest income/(expense) excluding interest on lease liabilities

(1,491)


(1,027)

I

nterest on lease liabilities

(4,036)


(4,183)

F

oreign exchange gain/(loss)

Net gain/(loss) on foreign denominated items

(217) 502

Fair value gain/(loss) on foreign exchange derivatives 123 (324)

(94)


178

Net interest and finance income/(expense) (5,621) (5,032)

Interest and Finance Income/Expense Accounting Policies

Interest and similar income and expense

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

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

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

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

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

financial asset or a group of similar financial assets has been reduced due to an impairment loss, interest income continues to be recognised

using the original effective interest rate applied to the new carrying amount.

Fair value change on foreign exchange derivatives

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

activities. The Group uses forward and spot foreign exchange contracts to manage these exposures. These derivatives are recorded at their

fair value with mark-to-market fair value movements flowing through fair value change on foreign exchange derivatives in the profit or loss.

A portion of the underlying hedged future sale or purchase transactions have not yet been recognised by the Group. For this portion, no

corresponding offsetting net gain/(loss) on foreign denominated items has been recognised.

54

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PGG WRIGHTSON LIMITEDANNUAL REPORT 2021

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55

Refer to
Accounting

Policies

– page 58.

Refer to

Accounting

Policies

– page 58.

PGG WRIGHTSON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2021

ADDITIONAL FINANCIAL DISCLOSURES

7 GOVERNMENT GRANT

COVID-19 wage subsidy

The Group's financial performance for 2020 was significantly impacted by COVID-19. Whilst the Group's retail stores and warehouse supplies

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

saleyard businesses were closed at alert level 4 and only reopened under alert level 3 following strict protocols. Under the Government's COVID-19

wage subsidy scheme, which was aimed at supporting employers affected by the COVID-19 lockdown to continue to employ staff, the Group

received $4.09 million.

$3.15 million of this subsidy was recognised in the profit or loss (within Employee Expenses) during 2020. The remaining $0.94 million has been

recognised in the profit or loss (within Employee Expenses) during 2021. There are no unfulfilled conditions or other contingencies attached to

these grants.

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

Government Grant Accounting Policies

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

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

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

8 INCOME TAXES

A. Income tax recognised in profit or loss

2021 2020

$000 $000

Current tax benefit/(expense)

Current year (7,395) (2,146)

Adjustments for prior years 443 103

(6,952) (2,043)

Deferred tax benefit/(expense)

Origination and reversal of temporary differences

727 (973)

Adjustments for prior years (468) 185

259 (788)

Income tax benefit/(expense) (6,693) (2,831)

Reconciliation

Profit from continuing operations before income tax 29,413 9,822

Income tax using the Company's tax rate (28%) (8,236) (2,750)

Non-deductible expenditure (478) (792)

Non-assessable income 1,784 481

Tax credits 285 109

O

ver/(under) provided in prior years

(25)


288

Other (23) (167)

Income tax benefit/(expense) (6,693) (2,831)

8 INCOME TAXES (CONTINUED)

B. Income tax recognised directly in equity

2021 2020

$000 $000

Deferred tax on movement of actuarial gains/losses on employee benefit plans (2,746) 1,104

Current tax on movement of actuarial gains/losses on employee benefit plans

52



Income tax benefit/(expense) recognised directly in equity (2,694) 1,104

C. Recognised deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:

ASSETS ASSETS LIABILITIES LIABILITIES NET NET


2021 2020 2021 2020 2021 2020

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

Property, plant and equipment 565 616 – – 565 616

Intangible assets – – (2,277) (1,181) (2,277) (1,181)

Right-of-use assets – – (28,298) (29,350) (28,298) (29,350)

Lease liabilities 29,125 29,987 – – 29,125 29,987

Emplo

yee benefits 4,762 6,361 – – 4,762 6,361

P

rovisions

4,296


4,227






4,296


4,227

Deferred tax asset/(liability) 38,748 41,191 (30,575) (30,531) 8,173 10,660

RECOGNISED IN RECOGNISED IN

RECOGNISED OTHER RECOGNISED OTHER

BALANCE IN PROFIT COMPREHENSIVE BALANCE IN PROFIT COMPREHENSIVE BALANCE

1 JUL 2019 OR LOSS INCOME 30 JUN 2020 OR LOSS INCOME 30 JUN 2021

$000

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

Property, plant 818 (202) – 616 (51) – 565

and equipment

Intangible assets

(391) (790) – (1,181) (1,096) – (2,277)

Right-of-use assets – (29,350) – (29,350) 1,052 – (28,298)

L

ease liabilities – 29,987 – 29,987 (862) – 29,125

Employee benefits 6,294 (1,037) 1,104 6,361 1,147 (2,746) 4,762

P

rovisions 3,623 604 – 4,227 69 – 4,296

10,344 (788) 1,104 10,660 259 (2,746) 8,173

D

.

Unr

ecognised tax losses and temporary differences

A

t 30 June 2021, the Group has no unrecognised deferred tax assets relating to tax losses and temporary differences (2020: Nil).

E.


I

mputation credits

T

he Group has $6.2 million imputation credits as at 30 June 2021 (2020: $8.8 million).

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57

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

For the year ended 30 June 2021

ADDITIONAL FINANCIAL DISCLOSURES

8 INCOME TAXES (CONTINUED)

Income Tax Accounting Policies

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

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

equity.

Current tax

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

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

offset only if certain criteria are met.

Deferred tax

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

purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to the

temporary differences when they reverse, based on the laws that have been enacted or substantially enacted at the reporting date.

Deferred tax is not recognised for:



taxable t

emporary differences arising on the initial recognition of goodwill;



t

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

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


t

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

neither accounting nor taxable profit or loss.

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

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

probable that the related tax benefit will be recognised.

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

9 EARNINGS PER SHARE AND NET TANGIBLE ASSETS

A. Earnings per share (EPS)

The calculation of EPS is based on the following profit figures and number of authorised shares.

WEIGHTED AVERAGE

ISSUED ORDINAR

Y SHARES

NUMBER OF ORDINAR

Y SHARES

2021 2020 2021 2020

000 000 000 000

Issued ordinary shares at 1 July 75,484 754,839 75,484 754,839

Ordinary shares issued due to 2:1 share split



754,839




663,845

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

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

Balance at 30 June 75,484 75,484 75,484 157,379

There are no dilutive shares or options (2020: Nil).

2021 2020*

$000 $000

Profit (net of tax) attributable to Shareholders of the Company 22,713 7,699

Profit from continuing operations (net of tax) attributable to Shareholders of the Company 22,720 6,992

2021 2020*

$ $

Basic & diluted EPS on issued ordinary shares at the end of the period 0.301 0.102

Basic & diluted EPS on issued ordinary shares at the end of the period - continuing operations

0.301


0.092

Basic & diluted EPS on a weighted average basis 0.301 0.049

Basic & diluted EPS on a weighted average basis - continuing operations

0.301


0.044

B

.

N

et tangible assets (NTA)

The calculation of NTA per share, which is a required NZX disclosure, is based on the following NTA figure and the Company's issued ordinary

shares at the end of the period.

2021 2020*

$000 $000

Total assets 453,034 455,857

Total liabilities (279,496) (302,750)

less I

ntangible assets (15,663) (15,866)

less Deferred tax asset (8,173) (10,660)

Net tangible assets 149,702 126,580

2021 2020

$ $

NTA per issued ordinary shares at the end of period 1.983 1.677

Earnings Per Share Accounting Policies

The Group presents basic and diluted EPS data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to

shareholders by the weighted average number of shares outstanding during the period. Diluted EPS is determined by adjusting the profit or

loss attributable to shareholders and the number of shares outstanding to include the effects of all potential dilutive shares.

*

Refer to Note 29 for fur

ther details on the restatement of the comparative figures.

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59

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

For the year ended 30 June 2021

ADDITIONAL FINANCIAL DISCLOSURES

10 CASH AND FINANCING FACILITIES

2021 2020


N

OTE


$000 $000

Cash and cash equivalents 3,367 16,868

Current financing facilities

10(

A)

(9,900)


(30,000)

Term financing facilities 10(A) – (20,000)

Net interest-bearing (debt)/cash and cash equivalents (6,533) (33,132)

Go receivables 13 45,869 48,111

Net interest-bearing (debt)/cash and cash equivalents after adjusting for Go receivables 39,336 14,979

A. Financing facilities

During the year, the Company renegotiated its syndicated bank facility. The amended facility, which commenced on 9 November 2020, provides

the following:



T

erm debt facility of $60.00 million maturing on 2 November 2022. This facility is undrawn at 30 June 2021.


W

orking capital facilities of up to $70.00 million maturing on 2 November 2022 (subject to an annual Clean Down)

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

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

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

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

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

capital expenditure and asset disposals.

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

syndicated facility. The additional facilities are guaranteed by the security trust. These facilities amounted to $6.53 million as at 30 June 2021 (2020:

$6.58 million).


O

verdraft facilities of $3.00 million


Guarant

ee, letters of credit and trade finance facilities of $3.53 million

11 DERIVATIVE FINANCIAL INSTRUMENTS

The Group uses forward foreign exchange contracts and spot foreign exchange contracts to manage its exposure to foreign currency fluctuations.

In accordance with the Group's treasury policy, the Group does not hold any of these derivative instruments for trading purposes.

2021 2020

$000 $000

Derivative assets held for risk management

Current 843 707

Non-

current



235

843


942

Deriv

ative liabilities held for risk management

Current (242) (562)

Non-

current

(143)


(45)

(385)


(607)

Net derivative asset/(liability) held for risk management 458 335

Derivative Financial Instruments Accounting Policies

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

recognition, derivative financial instruments are stated at fair value, and changes therein are generally recognised in profit or loss. The fair

value of forward exchange contracts is based on broker quotes.

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

of financial position. The fair value amounts recognised in the consolidated statement of financial position are recorded on a gross basis.

The Group does not currently apply hedge accounting.

60

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PGG WRIGHTSON LIMITEDANNUAL REPORT 2021

|

61

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

For the year ended 30 June 2021

ADDITIONAL FINANCIAL DISCLOSURES

12 TRADE AND OTHER RECEIVABLES

2021 2020

$000 $000

Accounts receivable due from unrelated parties 124,364 106,427

Accounts receivable due from related parties

3


49

Gross accounts receivable 124,367 106,476

less Provision for impaired debtors (2,895) (3,539)

Net accounts receivable 121,472 102,937

Contract assets

2,083


2,121

less Provision for impaired contract assets (356) (486)

Other receivables 22,631 16,409

Prepayments 2,341 1,965

Trade and other receivables 148,171 122,946

Analysis of movements in provisions for impaired debtors & contract assets

Balance at beginning of year

(4,025)


(4,635)

M

ovement in provision

774


610

Balance at end of y

ear

(3,251) (4,025)

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


TOTA L TOTA L

DEBTORS PROVISION DEBTORS PROVISION

2021 2021 2020 2020

$000 $000 $000 $000

Not past due 114,336 (824) 97,740 (705)

Past due 1– 30 days 5,636 (14) 4,297 (311)

P

ast due 31– 60 days 894 (27) 930 (204)

Past due 61– 90 days 717 (59) 314 (157)

P

ast due 90 plus days 2,784 (1,971) 3,195 (2,162)

124,367 (2,895) 106,476 (3,539)

Trade and Other Receivables Accounting Policies

Recognition and measurement

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

measured at amortised cost. Accounts receivables include accrued interest.

Impairment

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

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

receivables at an amount equal to lifetime ECL.

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

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

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

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

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

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

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

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

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

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

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

entirety or a portion thereof.

13 GO RECEIVABLES

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

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

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

contract period and is included within operating revenue (refer to Note 1 Operating Revenue). Accrued interest income in respect of the Go

receivables is included within Other Receivables (refer to Note 12 Trade and Other Receivables) and amounts to $1.20 million as at the balance date

(2020: $1.69 million).

2021 2020

$000 $000

Go receivables - less than one year 46,011 48,111

less Provision for impairment – Go receivables (142) –

45,869 48,111

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

Not past due

45,869


48,111

Past due 142 –

46,011 48,111

14 INVENTORY

2021 2020*

$000 $000

Merchandise 64,935 64,959

Wool & velvet inventory

18,199


21,732

less Provision for inventory write down (1,636) (3,260)

81,498 83,431

During the year, inventories of $557.08 million (2020: $534.56 million) are included in cost of sales in the profit or loss (refer to Note 2 Cost of Sales).

Included within this amount are write-down of inventories of $0.55 million (2020: $1.93 million) to net realisable value and reversals of write-down

of $0.10 million (2020: $0.09 million).

Inventories Accounting Policies

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

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

determining the net realisable value for inventories.

*

Refer to Note 29 for further details on the restatement of the comparative figures.

62

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PGG WRIGHTSON LIMITEDANNUAL REPORT 2021

|

63

Refer to
Accounting

Policies

– page 66.

PGG WRIGHTSON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2021

ADDITIONAL FINANCIAL DISCLOSURES

15 INTANGIBLE ASSETS

RIGHTS &


SOFT

WARE

TR

ADEMARKS

T

OTAL

$000 $000 $000

Cost

Balance at 1 July 2019* 22,042 1,818 23,860

Additions 7,281 98 7,379

Disposals and r

eclassification

(1,050)




(1,050)

B

alance at 30 June 2020* 28,273 1,916 30,189

Balance at 1 July 2020

28,273


1,916


30,189

A

dditions

1,309


874


2,183

Disposals and r

eclassifications

(310)




(310)

B

alance at 30 June 2021

29,272


2,790


32,062

A

mortisation and impairment losses

Balance at 1 July 2019*


9,230


1,299


10,529

Amor

tisation for the year

1,197


92


1,289

Disposals and r

eclassifications

2,505




2,505

B

alance at 30 June 2020*

12,932


1,391


14,323

Balance at 1 July 2020

12,932 1,391 14,323

Amortisation for the year

2,156


60


2,216

Disposals and reclassifications (140) – (140)

B

alance at 30 June 2021 14,948 1,451 16,399

Carrying amounts

At 30 June 2020*


15,341

525


15,866

A

t 30 June 2021

14,324


1,339


15,663

Inta

ngible Assets Accounting Policies

Software

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

straight line basis over an estimated useful life between 1 and 15 years. The estimated useful life and amortisation method is reviewed at the

end of each annual reporting period and adjusted if appropriate.

Rights

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

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

amortisation method is reviewed at the end of each annual reporting period and adjusted if appropriate.

Impairment

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

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

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

amount of an asset exceeds the recoverable amount. Refer to the accounting policy under Note 5 Impairment and Fair Value Gains/(Losses)

for further explanation.

*


Refer to Note 29 for fur

ther details on the restatement of the comparative figures.

16 RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

Group as a lessee

The Group leases many assets, including:



leases of land and buildings fr

om which it conducts operations. These leases range in length from one to fifteen years with various rights of

renewal. Where surplus properties are unable to be exited, the Group subleases these properties where possible and derives sublease revenue

on a short-term temporary basis.


leases of mot

or vehicles and forklifts for use by employees, agents and representatives. These leases range for a period of between three and

seven years.



leases of office and IT equipment.

These leases are typically for a period of up to four years.

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

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

A.

R

ight-of-use assets

PROPERTY VEHICLES TOTAL

$000 $000 $000

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

Additions 11,498 5,644 17,142

D

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

Reassessments, modifications and terminations (881) 342 (539)

Net impair

ment reversal / (impairment) (852) – (852)

B

alance at 30 June 2020

93,226


11,399


104,625


Balance at 1 July 2020

93,226


11,399


104,625

A

dditions

7,755


5,705


13,460

D

epreciation charge for the period

(13,391)


(6,288)


(19,679)

R

eassessments, modifications and terminations

1,590


158


1,748

Net impair

ment reversal / (impairment)

910




910

B

alance at 30 June 2021

90,090


10,974


101,064

B

.

L

ease liabilities

PROPERTY VEHICLES TOTAL


$000 $000 $000

Balance at 1 July 2019 94,544 12,082 106,626

Additions, reassessments, modifications and terminations

11,879


5,985


17,864

Interest on lease liabilities 3,768 417 4,185

Lease payments

(14,844)


(6,927)


(21,771)

B

alance at 30 June 2020

95,347


11,557


106,904

Balance at 1 July 2020


95,347


11,557


106,904

A

dditions, reassessments, modifications and terminations

22,214


10,830


33,044

I

nterest on lease liabilities

3,633


403


4,036

L

ease payments

(28,380)


(11,586)


(39,966)

B

alance at 30 June 2021

92,814


11,204


104,018

A matur

ity analysis of lease liabilities is included in Note 20 Financial Instruments – Fair Values and Risk Management.

64

|

PGG WRIGHTSON LIMITEDANNUAL REPORT 2021

|

65

Refer to
Accounting

Policies

– page 68.

PGG WRIGHTSON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2021

ADDITIONAL FINANCIAL DISCLOSURES

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

B. Lease liabilities

Where practicable, the Group seeks to include extension options in new leases to provide operational flexibility. Some of the Group's property

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

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

to exercise the extension options. A reassessment is made subsequently if there is any significant event or significant changes in circumstances

within the Group's control. The Group estimates that the potential future lease payments, should it exercise all the extension options, would result

in an increase in lease liability of $85.2 million (2020: $65.0 million).

C.


O

ther disclosures

2021 2020

$000 $000

Amount in the consolidated statement of profit or loss

Depreciation on right-of-use assets - continuing operations (19,679) (20,265)

Interest on lease liabilities (4,036) (4,183)

Shor

t-term or low-value lease expenses

(860)


(712)

V

ariable lease payments not included in the measurement of lease liabilities

(153)


(168)

Income from sub-leasing right-of-use assets

905


1,149

Gain/(loss) arising from sale and leaseback transactions 339 –

Amounts in the consolidated statement of cashflows

Total cash outflow for leases

(22,335)


(21,771)

L

ease Accounting Policies

The Group adopted NZ IFRS 16 Leases from 1 July 2019. The Group assesses at the inception of a contract as to whether the contract is, or

contains, a lease as defined in NZ IFRS 16 Leases.

(i) As a lessee

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The Group elects not to recognise right-of-

use assets and lease liabilities for short-term or low-value leases, such as leases of office and IT equipment. The Group continues to expense

lease payments associated with these leases on a straight-line basis.

A number of judgements and estimates are made in calculating the right-of-use asset and lease liability amounts. The judgements and

estimates include the applicable lease terms (including any rights of renewal expected to be exercised) and the Group's incremental

borrowing rate.

Right-of-use assets

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

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

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

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

Lease liabilities

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

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

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

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

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

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

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

interest on the remaining balance of the lease liabilities.

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

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

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

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

(ii) As a lessor

When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sublease separately. It assesses the lease

classification of a sub-lease with reference to the right-of-use asset arising from the head lease.

The Group recognises lease payments received under operating leases as income on a straight-line basis over the lease term.

17 PROPERTY, PLANT AND EQUIPMENT

PLANT AND CAPITAL WORKS

LAND BUILDINGS

EQUIPMENT

PR

OJECT*

T

OTAL


$000 $000 $000 $000 $000

Cost

Balance at 1 July 2019

13,183


14,245


49,678


2,804


79,910

Additions – 119 5,362 (62) 5,419

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

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

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

Balance at 1 July 2020 13,502 15,343 51,995 2,742 83,582

Additions – 279 4,847 (88) 5,038

Disposals and transf

ers

(772)


(1,293)


(763)




(2,828)

Balance at 30 June 2021 12,730 14,329 56,079 2,654 85,792

Depreciation and impairment losses

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

D

epreciation for the year



285


4,828




5,113

D

epreciation recovered to COGS – – 181 – 181

R

eclassification from/(to) assets held for sale



(60)






(60)

Disposals and transf

ers



(702)


(2,368)




(3,070)

I

mpairment / (impairment reversal)



(254)


133




(121)

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

Balance at 1 July 2020 – 5,610 31,642 – 37,252

Depreciation for the year – 312 5,037 – 5,349

D

epreciation recovered to COGS – – 187 – 187

Disposals and transfers – (141) (443) – (584)

I

mpairment / (impairment reversal) – (906) (133) – (1,039)

Balance at 30 June 2021 – 4,875 36,290 – 41,165

Carrying amounts

At 30 June 2020 13,502 9,733 20,353 2,742 46,330

At 30 June 2021

12,730 9,454 19,789 2,654 44,627

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

Capital gains on the sale of property, plant and equipment of $0.96 million were recognised in non-operating items in the current period

(2020: $0.15 million gain).

66

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PGG WRIGHTSON LIMITEDANNUAL REPORT 2021

|

67

Refer to
Accounting

Policies

– page 71.

PGG WRIGHTSON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2021

ADDITIONAL FINANCIAL DISCLOSURES

17 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Property, Plant & Equipment Accounting Policies

Recognition and measurement

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

is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any

other costs directly attributable to bringing the asset to a working condition for its intended use, and the cost of dismantling and removing

the items and restoring the site on which they are located. Purchased software that is integral to the functionality of the related equipment

is capitalised as part of that equipment. When parts of an item of property, plant and equipment have different useful lives, they are

accounted for as separate items (major components) of property, plant and equipment.

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

Subsequent expenditure

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

the Group and the cost can be measured reliably. The costs of day-to-day servicing of property, plant and equipment is recognised in profit

or loss as incurred.

Depreciation

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

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

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

buildings. Depreciation methods, useful lives and residual values are reassessed at each reporting date and adjusted if appropriate.

Impairment

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

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

recognised in the profit or loss if the carrying amount of an asset exceeds the recoverable amount. Refer the accounting policy under

Note 5 Impairment and Fair Value Gains/(Losses) for further explanation.

18 TRADE AND OTHER PAYABLES

2021 2020

NOTE $000 $000

Trade creditors 109,162 81,835

Goods received but not invoiced 5,249 5,799

D

eposits received in advance 960 1,474

Employee entitlements 18,015 13,960

W

age subsidy received in advance 7 - 958

Accruals and other liabilities

21,161


26,940

L

oyalty reward programme

22


1,073


998

O

ther provisions (including product warranty, client claim and make good provisions)

18(

A), 18(B)

6,107


3,437

161,727 135,402

Payable within 12 months 158,883 132,600

Payable beyond 12 months 2,844 2,802

161,727 135,402

A. Make good provision on leased properties

During the year, the Group recognised an additional provision of $0.19 million (2020: $0.14 million) in respect of new leased properties which

it signed up to. These costs have been capitalised to the right-of-use assets and are amortised over the life of the right-of-use assets. The Group

also released $0.15 million (2020: Nil) of provision in respect to leased properties which it exited. At balance date, the balance of the make good

provision is $2.71 million (2020: $2.68 million). The Group expects to settle this liability over the next 10-15 years as the leases expire.

18 TRADE AND OTHER PAYABLES (CONTINUED)

B. Client claims provision

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

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

responsibility of suppliers under terms of trade. The Group recognises a provision for its best estimate of any obligation. The information usually

required by IAS 37 Provisions, Contingent Liabilities and Contingent Assets is not disclosed on the grounds of commercial sensitivity, i.e. disclosure

may impact the position of the Group.

19 DEFINED BENEFIT ASSET/LIABILITY

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

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

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

remaining life, and in some cases, for the remaining life of a surviving spouse. In June 2019, the Group brought the Plan to an actuarial equilibrium

position (calculated on a different basis to the IFRS amounts below).

The actuarial calculations for the Plan are undertaken by Michael Chamberlain, a fellow of the New Zealand Society of Actuaries, for MCA NZ

Limited.

2021 2020 2019 2018 2017

$000 $000 $000 $000 $000

Present value of funded obligations (56,172) (62,563) (61,624) (66,814) (71,106)

Fair value of plan assets 56,483 52,725 55,741 59,092 58,835

Total defined benefit asset/(liability) 311 (9,838) (5,883) (7,722) (12,271)

A. Movement in net defined benefit asset/(liability)

NET DEFINED BENEFIT ASSET/

DEFINED BENEFIT OBLIGATION FAIR VALUE OF PLAN ASSETS (LIABILITY)

2021 2020 2021 2020 2021 2020

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

Balance at 1 July (62,563) (61,624) 52,725 55,741 (9,838) (5,883)

Included in profit or loss:

Current service costs

(529) (613) – – (529) (613)

Interest costs

(558)


(937)


470


845


(88)


(92)

Included in other comprehensive income:

Gains/(losses) from change in financial assumptions

3,323 (799) – – 3,323 (799)

Exper

ience gains/(losses) 1,130 (3,059) – – 1,130 (3,059)

Expected return on plan assets – – 5,353 (84) 5,353 (84)

Other:

Employer contributions – – 960 692 960 692

Member contributions (782) (832) 782 832 – –

Benefits paid by the plan 3,807 5,301 (3,807) (5,301) – –

Balance at 30 June


(56,172)


(62,563)


56,483


52,725


311


(9,838)

T

he Group expects to pay $0.78 million in contributions to the Plan in 2022 (2021: expected $0.85 million and paid $0.96 million).

Member contributions are expected to be $0.56 million in 2022 (2021: expected $0.59 million and paid $0.78 million).

As at 30 June 2021, the weighted average duration of the defined benefit obligation (DBO) is 12.2 years for the Plan (2020: 12.5 years).

68

|

PGG WRIGHTSON LIMITEDANNUAL REPORT 2021

|

69

Refer to
Accounting

Policies

– page 71.

PGG WRIGHTSON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2021

ADDITIONAL FINANCIAL DISCLOSURES

19 DEFINED BENEFIT ASSET/LIABILITY (CONTINUED)

B. Plan assets

2021 2020

% %

Consist of:

Equities 63 58

F

ixed interest

28


29

C

ash

9


13

100 100

Plan assets do not include any exposure to the Company's ordinary shares (2020: Nil).

C. Actuarial assumptions at the reporting date

2021 2020

% %

Discount rate used - Implied 12.2 year New Zealand Government Bond rate

(2020: 10 year New Zealand Government Bond rate) 1.99 0.91

Inflation 1.50 1.50

F

uture salary increases 2.00 2.00

Future pension increases 1.50 1.50

2021 2021 2020 2020

MALE FEMALE MALE FEMALE)

YEARS YEARS YEARS YEARS

Assumptions regarding future mortality rates based on published statistics and experience:

Longevity at age 65 for current pensioners

21


24


21


24

Longevity at age 65 for current members aged 45 24 28 24 28

D.

S

ensitivity analysis

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

2021 2021 2020 2020

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

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

INCREASE

IN

DECREASE

IN

INCREASE

IN

DECREASE

IN


ASSUMPTION


ASSUMPTION

ASSUMPTION ASSUMPTION

$000 $000 $000 $000

Discount rate (0.50% movement) 1,348 (1,460) 1,689 (2,252)

Salary growth rate (0.50% movement) (112) 112 (188) 63

P

ension growth rate (0.25% movement)

(674)


337


(1,001)


876

Lif

e expectancy (1 year movement)

(1,741)


1,798


(2,127)


2,127


19 DEFINED BENEFIT ASSET/LIABILITY (CONTINUED)

Employee Benefits Accounting Policies

Defined benefit plans

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

have earned in return for their service in the current and prior periods, discounting that amount and deducting the fair value of any plan

assets is deducted. The discount rate is the yield at the reporting date on bonds that have maturity dates approximating the terms of the

Group's obligations. The calculation is performed by a qualified actuary using the projected unit credit method. When the calculation

results in a potential asset for the Group, the recognised asset is limited to the lower of the net assets of the plan or the current value of the

contributions holiday that is expected to be generated.

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

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

related to defined benefit plans are recognised in profit or loss.

Short-term employee benefits

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

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

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

Long-term employee benefits

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

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

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

70

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PGG WRIGHTSON LIMITEDANNUAL REPORT 2021

|

71

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

For the year ended 30 June 2021

ADDITIONAL FINANCIAL DISCLOSURES

20 FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT

A. Accounting classifications and fair values

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

FAIR VALUE

THROUGH AT AMORTISED TOTAL CARRYING


PROFIT OR LOSS COST AMOUNT FAIR VALUE

$000 $000 $000 $000

2021

Financial assets

Cash and cash equivalents – 3,367 3,367 3,367

Derivative assets 843 – 843 843

Trade receivables – 121,472 121,472 121,472

Go receivables – 45,869 45,869 45,869

Other investments – 474 474 474

843 171,182 172,025

Financial liabilities

Debt – (9,900) (9,900) (9,900)

Derivative liabilities (385) – (385) (385)

Trade creditors – (109,162) (109,162) (109,162)

Lease liabilities – (104,018) (104,018)

(385) (223,080) (223,465)

2020

Financial assets

C

ash and cash equivalents



16,868


16,868


16,868

Derivative assets 942 – 942 942

T

rade receivables



102,937


102,937


102,937

Go receivables – 48,111 48,111 48,111

Other investments – 471 471 471

942 168,387 169,329

Financial liabilities

Debt – (50,000) (50,000) (50,000)

Derivative liabilities (607) – (607) (607)

Trade creditors – (81,835) (81,835) (81,835)

Lease liabilities – (106,904) (106,904)

(607) (238,739) (239,346)

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

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

A. Accounting classifications and fair values (continued)

Fair value hierarchy

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


L

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


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

indirectly (ie. derived from prices)


L

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

LEVEL 1 LEVEL 2 LEVEL 3 TOTAL

$000 $000 $000 $000

2021

Derivative assets – 843 – 843

Derivative liabilities – (385) – (385)

2020

Derivative assets – 942 – 942

Derivative liabilities – (607) – (607)

B. Financial management risk

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

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

amounts of risk when considered appropriate. The Board of Directors is responsible for the review and ratification of the Group's systems of risk

management, internal compliance and control, code of conduct and legal compliance. The Board maintains a formal set of delegated authorities

(including policies for credit and treasury) that clearly define the responsibilities delegated to Management and those retained by the Board. The

Board approves these delegated authorities and reviews them annually.

The following management committees review and manage key risks:



T

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

and to monitor progress.


T

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

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

(i) Liquidity and funding risks

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

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

funding costs or cause difficulty in raising funds.

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

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

meet all obligations in a timely and cost efficient manner. The Group has a policy of funding diversification and utilises a banking syndicate to limit

concentration risk in relation to liquidity and funding. The funding policy augments the Group's liquidity policy with its aim to ensure the Group

has a stable diversified funding base without over-reliance on any one market sector.

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



Ensur

e all financial obligations are met when due;



P

rovide adequate protection, even under crisis scenarios; and

– Achieve competitive funding within the limitations of liquidity requirements.

72

|

PGG WRIGHTSON LIMITEDANNUAL REPORT 2021

|

73

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

For the year ended 30 June 2021

ADDITIONAL FINANCIAL DISCLOSURES

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

B. Financial management risk (continued)

(i) Liquidity and funding risks (continued)

Contractual maturity analysis

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

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

long term funding for the Group.

CONTRACTUAL CASH FLOW

WITHIN BEYOND AMOUNT IN

1

2 MONTHS

1

TO 5 YEARS

5

YEARS

T

OTAL

BALANCE

SHEET



$000 $000 $000 $000 $000

2021

Debt 11,068 – – 11,068 9,900

D

erivative liabilities

242


143




385


385

T

rade creditors 109,162 – – 109,162 109,162

L

ease liabilities 21,164 57,399 41,094 119,657 104,018

141,636 57,542 41,094 240,272 223,465

2020

Debt 31,456 20,103 – 51,559 50,000

D

erivative liabilities 562 45 – 607 607

Trade creditors 81,835 – – 81,835 81,835

L

ease liabilities

20,296


57,544


47,228


125,068


106,904

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

Changes in liabilities arising from financing activities

CHANGES IN

1 JUL 2020 CASHFLOWS FAIR VALUE OTHER 30 JUN 2021

$000 $000 $000 $000 $000

Debt 50,000 (40,100) – – 9,900

Derivative liabilities

607




(222)




385

Lease liabilities 106,904 (18,299) – 15,413 104,018

Total liabilities from financing activities 157,511 (58,399) (222) 15,413 114,303

CHANGES IN

1 JUL 2019 CASHFLOWS FAIR VALUE OTHER 30 JUN 2020


$000 $000 $000 $000 $000

Debt 2,680 47,320 – – 50,000

Derivative liabilities 342 – 265 – 607

Lease liabilities – (17,586) – 124,490 106,904

Total liabilities from financing activities 3,022 29,734 265 124,490 157,511

(ii) Credit risk

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

security issues or volatility in commodity prices.

Concentrations of credit risk

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

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

Concentrations of credit risk with respect to trade and Go receivables are limited due to the large number of customers included in the Group's

farming customer base in New Zealand.

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

B. Financial management risk (continued)

(iii) Market risk

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

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

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

Concentrations of market risk

The Group has exposure to commodity pricing risk on Wool inventories and forward Wool sales and purchase contracts. This is mitigated by the

Group having policies around unmatched positions. Other inventory is of merchandise nature and the Group has a range of suppliers or has

entered into long-term supply agreements.

Foreign currency risk

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

The Group manages this risk by using forward and spot foreign exchange contracts to hedge foreign currency risks as they arise.

Foreign currency exposure risk

The Group's exposure to foreign currency risk is summarised below. The notional forward exchange cover includes forward foreign exchange

contracts entered into to economically hedge forward sale and purchase commitments.

GBP USD AUD EURO

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

2021

Cash and cash equivalents – 61 – 127

Trade receivables

12


1,104


155


3,842

Trade creditors (1,141) (14,780) (1,664) (3,855)

Net balance sheet position

(1,129) (13,614) (1,509) 113

Forward exchange contracts on balance sheet items

and forward sale and purchase commitments

Notional forward exchange cover


(5,708)


7,783


1,491


(14,655)

Net unhedged position

4,579 (21,398) (3,001) 14,768

2020

Cash and cash equivalents



1


13


1

Trade receivables 82 2,047 – 1,827

Trade creditors

(532)


(8,366)


(972)


(2,151)

Net balance sheet position

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

Forward exchange contracts on balance sheet items

and forward sale and purchase commitments

Notional forward exchange cover

8,356


(1,764)


972


(15,777)

Net unhedged position

(8,806) (4,554) (1,931) 15,454

74

|

PGG WRIGHTSON LIMITEDANNUAL REPORT 2021

|

75

Refer to
Accounting

Policies

– page 77.

PGG WRIGHTSON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2021

ADDITIONAL FINANCIAL DISCLOSURES

20 FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT (CONTINUED)

B. Financial management risk (continued)

(iii) Market risk (continued)

Interest rate risk

Floating rate borrowings are used for general funding activities. Interest rate risk is the risk that the value of financial instruments and the interest

margin will fluctuate as a result of changes in market interest rates. The risk is that financial assets may be repriced at a different time and/or by a

different amount than financial liabilities.

This risk is managed by operating within approved policy limits using an interest rate duration approach. Interest rate swaps, interest rate options

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

at balance date (2020: Nil).

Interest rate repricing schedule

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

WITHIN 1 TO 2 OVER NON INTEREST

1

2 MONTHS

Y

EARS

2

YEARS

BEARING T

OTAL


$000

$000 $000 $000 $000

2021

Debt

9,900








9,900

Derivative liabilities – – – 385 385

Trade creditors







109,162


109,162

9,900 – – 109,547 119,447

2020

Debt

30,000


20,000






50,000

Derivative liabilities – – – 607 607

Trade creditors







81,835


81,835

30,000 20,000 – 82,442 132,442

Sensitivity analysis

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

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

rate has been applied as it is considered a reasonably possible change. The sensitivity of net profit after tax for the period to 30 June 2021, and

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

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

2021 2020 2021 2020

$000 $000 $000 $000

Increase/(decrease) in net profit after tax and shareholders' equity (235) (198) 321 217

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

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

C.


C

apital management

T

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

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

changed during the period.

20 FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT (CONTINUED)

Non-Derivative Financial Instruments Accounting Policies

(i) Non-derivative financial assets

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

securities.

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

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

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

initial investment includes transaction costs that are directly attributable to the asset's acquisition or origination. The Group subsequently

measures financial assets at either fair value or amortised cost.

Financial assets measured at amortised cost

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


the asset is held within a business model with an objec

tive to hold assets in order to collect contractual cash flows; and


the contrac

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

Financial assets measured at fair value

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

changes recognised in profit or loss.

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

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

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

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

Cash and cash equivalents

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

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

included as a component of cash and cash equivalents.

Trade and other receivables

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

(ii) Non-derivative financial liabilities

Interest-bearing borrowings

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

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

Trade and other payables

Trade and other payables are stated at cost.

(iii) Determination of fair values for non-derivative financial instruments

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

discounted at the market rate of interest at the reporting date.

76

|

PGG WRIGHTSON LIMITEDANNUAL REPORT 2021

|

77

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

For the year ended 30 June 2021

ADDITIONAL FINANCIAL DISCLOSURES

21 COMMITMENTS

A. Capital expenditure not provided for

The Group does not have any capital commitments as at 30 June 2021 (2020: $Nil).

B.

F

orward purchase commitments

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

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

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

C. Forward sales commitments

The Group as part of its ordinary course of business enters into forward sales agreements with wool customers. These commitments extend

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

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

22 CONTINGENT LIABILITIES

A. PGG Wrightson Loyalty Reward Programme

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

date, the balance of live points which does not form part of the recognised provision total $0.09 million (2020: $0.09 million). Losses are not

expected to arise from this contingent liability.

B.

C

ontingent liabilities

The Group may receive client claims as part of the ordinary course of business in the supply of goods and services. The Group will pursue recovery

of claims with suppliers where appropriate under terms of trade. Accordingly, the amount of any obligation in respect of these claims or potential

claims cannot be estimated with sufficient reliability.

23 SEASONALITY OF OPERATIONS

The Group is subject to significant seasonal fluctuations. The Group's earnings are weighted towards the first half of the financial year and are

primarily related to the Retail business, as demand for New Zealand farming inputs are generally weighted towards the spring season. The second

half earnings predominantly relate to Livestock trading as farmers seek to maximise their income following New Zealand's spring calving and

lambing season. Other business units have similar but less material cycles. The Group recognises that this seasonality is the nature of the industry

and plans and manages its business accordingly.

24 SUBSEQUENT EVENTS

Dividend

On 16 August 2021, the Directors of PGG Wrightson Limited resolved to pay a final dividend of 16 cents per share on 4 October 2021 to

shareholders on the Company's share register as at 5.00pm on 10 September 2021. This dividend will be fully imputed.

25 RELATED PARTIES

A. Key management personnel compensation

2021 2020

$000 $000

Key management personnel compensation comprised:

Short-term employee benefits 4,234 3,216

P

ost-employment benefits 87 96

4,321 3,312

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

B.

O

ther transactions with key management personnel

One Dir

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

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

The terms and conditions of these transactions with key management personnel and their related parties were no more favourable than those

available, or which might reasonably be expected to be available, on similar transactions to non-key management personnel and their related

entities on an arm's length basis.

The aggregate value of transactions and outstanding balances (on a GST inclusive basis) relating to the Director, Senior Executives and entities over

which they have control or significant influence were as follows:

TRANSACTION BALANCE TRANSACTION BALANCE

VALUE OUTSTANDING VALUE OUTSTANDING

2021 2021 2020 2020


$000 $000 $000 $000

Key Management

Personnel/Director Transaction

Nick Berry

P

urchase of retail goods

1




2



Da

vid Cushing

(retired 30 April 2021)


P

urchase of retail goods, livestock and wool

1,640




2,424


43


transactions. Also includes real estate

commissions on a property sale

St

ephen Guerin

P

urchase of retail goods and livestock transactions

26




9


1

P

eter Moore

P

urchase of retail goods

5




5


1




and fuel on–

charge transactions

Peter Newbold Purchase of retail goods 22 2 25 3

Peter Scott

P

urchase of retail goods

5


1


4


1



and fuel on–

charge transactions

78

|

PGG WRIGHTSON LIMITEDANNUAL REPORT 2021

|

79

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

For the year ended 30 June 2021

ADDITIONAL FINANCIAL DISCLOSURES

26 REPORTING ENTITY

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

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

Reporting Entity for the purposes of the Financial Markets Conduct Act 2013.

The consolidated financial statements of PGG Wrightson for the year ended 30 June 2021 comprise the Company and its subsidiaries (together

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

OWNERSHIP INTEREST

COUNTRY OF 2021 2020

SIGNIFIC

ANT SUBSIDIARIES

INC

ORPORATION

DIREC

T PARENT

% %

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

AgriServices South America Limited

Ne

w Zealand

PGG

Wrightson Limited

100%


100%

Bidr Limited New Zealand PGG Wrightson Limited 100% 100%

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

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

PGG Wrightson Investments Limited

Ne

w Zealand

PGG

Wrightson Limited

100%


100%

PGG

Wrightson Real Estate Limited

Ne

w Zealand

PGG

Wrightson Limited

100%


100%

PGG

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

PGG

Wrightson Employee Benefits Plan Trustee Limited

Ne

w Zealand

PGG

Wrightson Limited

100%


100%

PGW Rural C

apital Limited

Ne

w Zealand

PGG

Wrightson Limited

100%


100%

A

g Property Holdings Limited

Ne

w Zealand

PGG

Wrightson Investments Limited

100%


100%

PGG

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



P

lan Trustee Limited


27 BASIS OF PREPARATION

A. Statement of compliance

T

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

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

New Zealand equivalents to International Financial Reporting Standards ("NZ IFRS") and other applicable Financial Reporting Standards, as

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

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

B.

B

asis of measurement

T

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

– Derivative financial instruments are measured at fair value.



F

inancial instruments at fair value through profit or loss are measured at fair value.

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

C.


F

unctional and presentation currency

T

hese consolidated financial statements are presented in New Zealand dollars ($), which is the functional currency of each of the group entities. All

amounts have been rounded to the nearest thousand, unless otherwise indicated.

D.


U

se of estimates and judgements

I

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

of the Group's accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these

estimates and assumptions.

Estimates and assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively.

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

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

Note

12


C

arrying value of trade and other receivables

14

C

arrying value of inventories

16


I

mpairment of right-of-use assets

19

M

easurement of defined benefit asset/liability - Key actuarial assumptions

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

consolidated statement of financial position as at 30 June 2021. Management will continue to monitor and assess the impacts of future

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

80

|

PGG WRIGHTSON LIMITEDANNUAL REPORT 2021

|

81

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

For the year ended 30 June 2021

ADDITIONAL FINANCIAL DISCLOSURES

28 OTHER SIGNIFICANT ACCOUNTING POLICIES

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

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

A.

B

asis of consolidation

Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its

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

included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

Transactions eliminated on consolidation

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

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

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

is no evidence of impairment.

B.


F

oreign currency

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

the transactions.

Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency at the exchange rate at the reporting

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

exchange rate at the date that fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency

are translated to the functional currency at the exchange rate at the date of the transaction. Foreign currency differences arising are recognised in

profit or loss.

C.


D

iscontinued operation

A discontinued operations is a component of the Group's business, the operations and cash flows of which can be clearly distinguished from the

rest of the Group and which:



r

epresents a separate major line of business or geographic area of operations;


is par

t of a single co-ordinated plan to dispose of a separate major line of business or geographic area of operations; or


is a subsidiar

y acquired exclusively with a view to resale.

When an operation is classified as a discontinued operation, the comparative statement of profit or loss and OCI is re-presented as if the operation

had been discontinued from the start of the comparative year.

D.


A

sset held for sale

Non-current assets, or disposal groups comprising assets and liabilities, are classified as held-for-sale if it is highly probable that they will be

recovered primarily through sale rather than through continuing use. Such assets, or disposal groups, are generally measured at the lower of

their carrying amount and fair value less costs to sell. Impairment losses on initial classification as held-for-sale and subsequent gains or losses

on remeasurement are recognised in profit or loss. Once classified as held-for-sale, property, plant and equipment are no longer amortised or

depreciated.

28 OTHER SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

E. Disclosure of non-GAAP financial information

Non-GAAP reporting measures have been presented in the consolidated statement of profit or loss or referenced to in the notes to the

consolidated financial statements. The following non-GAAP measures are relevant to the understanding of the Group's financial performance:



Operating EBITD

A represents earnings before net interest and finance costs, income tax, depreciation, amortisation, results from discontinued

operations, fair value adjustments and non-operating items.


EBIT r

epresents earnings before net interest and finance costs, income tax and the results from discontinued operations.



Basic & dilut

ed EPS on issued ordinary shares at the end of the period represents the net profit after tax for the reporting period divided by the

outstanding number of shares as at the end of the reporting period.

The Directors and management believe the Operating EBITDA and EBIT measures provide useful information as they provide valuable insight

on the underlying performance of the business. They are used internally to evaluate the underlying performance of the business and to analyse

trends.

Due to the share consolidation which occurred in August 2019, the Directors and management consider the basic & diluted EPS on issued ordinary

shares at the end of the period measure facilitates a more meaningful comparison between the 2020 and 2021 income years.

These measures are not uniformly defined or utilised by all companies. Accordingly, these measures may not be comparable with similarly titled

measures used by other companies. Non-GAAP financial measures should not be viewed in isolation nor considered as a substitute for measures

reported in accordance with NZ IFRS.

F.


S

tandards issued but not yet effective

There are a number of new standards and interpretations that are issued, but not yet effective, for the year ended 30 June 2021 and have not been

applied in preparing these consolidated financial statements. These include:



Classification of liabilities as cur

rent or non-current (Amendments to IAS 1)


Oner

ous contracts - costs of fulfilling a contract (Amendments to NZ IAS 37)



Disclosur

e of Accounting Policies (Amendments to IAS 1)


D

efinition of Accounting Estimates (Amendments to IAS 8)


A var

iety of minor improvements to standards have been made in order to clarify various treatments of specific transactions.

The above are not expected to have a significant impact on the Group's consolidated financial statements.

82

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83

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

For the year ended 30 June 2021

ADDITIONAL FINANCIAL DISCLOSURES

29 RETROSPECTIVE RESTATEMENT

A. Change in accounting policy: Software-as-a Sevice (SaaS) arrangements

I

n April 2021, the IFRS Interpretation Committee (IFRIC) published an agenda decision clarifying its interpretation of how the current accounting

standards apply to the configuration and customisation costs incurred in implementing SaaS arrangements. Following this agenda decision, the

Group revised its accounting policy in relation to those costs and the new accounting policy is presented below. Comparative financial information

has been restated to account for the impact of the change. The effect of the restatement is shown in (C) to (F) and includes the derecognition

of certain previously recognised software intangible assets. In addition, the effect includes the reclassification of Short-Term Intangible Assets to

Other Current Assets.

Software-as-a-Sevice (SaaS) arrangements

SaaS arrangements are service contracts providing the Group with the right to access the cloud provider's application software over the

term of the contract. Costs incurred to configure or customise, and the ongoing fees to obtain access to the cloud provider's application

software, are recognised as operating expenses when the services are received.

Some of these costs incurred are for the development of software code that enhances, modifies, or creates additional capability to, existing

on-premise systems. Where these costs meet the definition of and recognition criteria for an intangible asset, these costs are recognised as

intangible software assets and amortised over the useful life on a straight-line basis. Judgement was applied in determining whether the

code meets the definition of and recognition criteria for an intangible asset. The estimated useful life and amortisation method is reviewed

at the end of each annual reporting period and adjusted if appropriate.

29 RETROSPECTIVE RESTATEMENT (CONTINUED)

B. Closing inventory valuation

T

he Group became aware that the valuation of its closing inventory for the prior periods did not fully account for entitlements for the purchase

of certain inventory products and now complies with NZ IAS 2. As a result, the Group has historically represented its closing inventory at a higher

value than that prescribed by NZ IAS 2. Comparative financial information has been restated for this. The effect of the restatement is shown in

(C) to (F).

C.


I

mpact on the consolidated statement of financial position

ADJUSTMENT $000

CLOSING RESTATED

1 JUL 2019 INVENTORY 1 JUL 2019


$000

SaaS COSTS

V

ALUATION


TOTAL

$

000

Income tax receivable – – 125 125 125

Inventories 85,969 – (3,484) (3,484) 82,485

Shor

t-term intangible assets 2,222 (2,222) – (2,222) –

O

ther current assets 35 2,222 – 2,222 2,257

D

eferred tax asset 9,976 368 – 368 10,344

I

ntangible assets

14,644


(1,313)




(1,313)


13,331

Total assets 565,554 (945) (3,359) (4,304) 561,250

Income tax payable

851




(851)


(851)



R

etained earnings/(deficit)

(218,478)


(945)


(2,508)


(3,453)


(221,931)

T

otal liabilities and equity

565,554


(945)


(3,359)


(4,304)


561,250

ADJUSTMENT $000

CLOSING RESTATED

30 JUN 2020 INVENTORY 30 JUN 2020

$000 SaaS COSTS VALUATION TOTAL $000

Income tax receivable 2,369 – 1,030 1,030 3,399

Inventories

87,111




(3,680)


(3,680)


83,431

Short-term intangible assets 2,056 (2,056) – (2,056) –

Other current assets

4


2,056




2,056


2,060

Deferred tax asset 10,292 368 – 368 10,660

Intangible assets

17,180


(1,315)




(1,315)


15,865

Total assets 459,453 (946) (2,650) (3,596) 455,857

Retained earnings/(deficit)

(223,202)


(946)


(2,650)


(3,596)


(226,798)

Total liabilities and equity 459,453 (946) (2,650) (3,596) 455,857

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85

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

For the year ended 30 June 2021

ADDITIONAL FINANCIAL DISCLOSURES

29 RETROSPECTIVE RESTATEMENT (CONTINUED)

D. Impact on the consolidated statement of profit or loss

ADJUSTMENT $000

CLOSING RESTATED

30

JUN 2020

I

NVENTORY

30

JUN 2020


$000

SaaS COSTS

V

ALUATION


TOTAL

$

000

Cost of sales (583,855) – (195) (195) (584,050)

Other operating expenses

(45,327)


(2,799)




(2,799)


(48,126)

Operating EBITDA 45,190 (2,799) (195) (2,994) 42,196

Depreciation and amortisation expense (29,464) 2,797 – 2,797 (26,667)

Income tax expense (2,886) 1 55 56 (2,831)

P

rofit from continuing operations, net of income tax

7,133


(1)


(140)


(141)


6,992

N

et profit after tax attributable





to Shareholders of the Company 7,840 (1) (140) (141) 7,699

E

. Impact on basic & diluted earnings per share (EPS)

ADJUSTMENT $

CLOSING RESTATED

30 JUN 2020 INVENTORY 30 JUN 2020

$ SaaS COSTS VALUATION TOTAL $

Basic & diluted EPS on issued ordinary shares

at the end of the period 0.104 (0.000) (0.002) (0.002) 0.102

Basic & diluted EPS on issued ordinary shares



at the end of the period – continuing operations

0.094


(0.000)


(0.001)


(0.001)


0.092

Basic & dilut

ed EPS on a weighted average basis

0.050


(0.000)


(0.001)


(0.001)


0.049

Basic & diluted EPS on a weighted average basis



– continuing operations


0.045


(0.000)


(0.001)


(0.001)


0.044

F

.

I

mpact on the consolidated statement of cashflows

ADJUSTMENT $000

CLOSING RESTATED

30 JUN 2020 INVENTORY 30 JUN 2020

$000 SaaS COSTS VALUATION TOTAL $000

Net cash inflow/(outflow) from operating activities 34,227 (2,773) – (2,773) 31,454

Net cash inflow/(outflow) from investing activities (11,020) 2,773 – 2,773 (8,247)

30 CAPITAL AND RESERVES

Share capital

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

Realised capital and revaluation reserve

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

revaluations of property, plant and equipment.

Defined benefit plan reserve

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

2021, an amount of $0.134m, which represents the Employee Superannuation Contribution Tax (ESCT ) on the lump sum contribution made during

the year (net of tax), was transferred from the defined benefit reserve to retained earnings (30 June 2020: Nil).

Fair value reserve

The fair value reserve comprises the cumulative net change in the fair value of equity investments elected at fair value through other

comprehensive income until the investments are derecognised or impaired.

Retained earnings/deficit

The retained earnings deficit equals accumulated undistributed profits/losses.

Dividends

The following dividends were declared and paid by the Company.

PAYMENT DATE $ PER SHARE

2021 interim dividend – fully imputed 24 March 2021 0.120

2020 interim dividend – fully imputed

3 Apr

il 2020

0.090

2019 final dividend – fully imputed 2 October 2019 0.075

Share Capital Accounting Policies

Ordinary shares

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

from equity.

Repurchase of ordinary shares

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

as a deduction from equity. Repurchased shares are cancelled. However, treasury stock for which unrestricted ownership has not yet been

transferred are not cancelled.

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PGG WRIGHTSON LIMITEDANNUAL REPORT 2021
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89

Independent auditor’s report to the Shareholders of PGG Wrightson Limited

Opinion

4388

4388

Basis for opinion

Auditor’s Responsibilities for the

Audit of the Financial Statements

International

Code of Ethics for Assurance Practitioners (including International Independence Standards) (New

Zealand)

Key audit matters

Balance at 1 July 2019 606,318 24,662 (11,672) (2,566) (218,478) 398,264

Adjustment to retained earnings for prior period restatement 29 – – – – (3,453) (3,453)

Amended balance at 1 July 2019


606,318


24,662


(11,672)


(2,566)


(221,931)


394,811

Total comprehensive income for the period

Profit or loss










7,698


7,698

O

ther comprehensive income

Defined benefit plan actuarial gain/(loss), net of tax





(2,838)






(2,838)

T

otal other comprehensive income





(2,838)






(2,838)

Total comprehensive income for the period – – (2,838) – 7,698 4,860

Transactions with shareholders recorded directly in equity

Contributions by and distributions to shareholders

Shar

e repurchase and cancellation

(234,000)










(234,000)

Dividends to shareholders – – – – (12,564) (12,564)

Total contributions by and distributions to shareholders (234,000) – – – (12,564) (246,564)

Balance at 30 June 2020 372,318 24,662 (14,510) (2,566) (226,798) 153,106

Balance at 1 July 2020 372,318 24,662 (14,510) (2,566) (226,798) 153,106

Total comprehensive income for the period

Profit or loss












22,713


22,713

Other comprehensive income

Changes in fair value of equity instruments, net of tax – – – 136 – 136

Defined benefit plan actuarial gain/(loss), net of tax – – 6,926 – – 6,926

T

otal other comprehensive income – – 6,926 136 – 7,062

Total comprehensive income for the period – – 6,926 136 22,713 29,775

T

ransactions with shareholders recorded directly in equity

C

ontributions by and distributions to shareholders

Dividends to shareholders










(9,343)


(9,343)

Total contributions by and distributions to shareholders – – – – (9,343) (9,343)

Transfer to retained earnings





134




(134)



B

alance at 30 June 2021 372,318 24,662 (7,450) (2,430) (213,562) 173,538

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

PGG WRIGHTSON LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 30 June 2021

REALISED


C

APITAL AND

DEFINED

SHARE REVALUATION BENEFIT PLAN FAIR VALUE RETAINED TOTAL

CAPITAL RESERVES RESERVE RESERVE EARNINGS EQUITY

NOTE $000 $000 $000 $000 $000 $000

35 to 79:

PGG WRIGHTSON LIMITEDANNUAL REPORT 2021
|

91

A member firm of Ernst & Young Global Limited

We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the

financial statements section of the audit report, including in relation to these matters. Accordingly, our

audit included the performance of procedures designed to respond to our assessment of the risks of

material misstatement of the financial statements. The results of our audit procedures, including the

procedures performed to address the matters below, provide the basis for our audit opinion on the

accompanying consolidated financial statements.

Collectability of trade and

Go

receivables

Why significantHow our audit addressed the key audit matter

At 30 June 2021 trade and Go receivables

total $167.3m, representing 37% of Group

total assets. This amount is net of the

provision for impaired debtors and Go

receivables of $3.0m.

We consider this to be a key audit matter

because trade and Go receivables are a

significant component of Group assets and the

provision for impaired debtors involves

significant judgement.

Disclosures in relation to trade and Go

receivables and their provisions for

impairment are included in notes 12 and 13 to

the Group financial statements.

Our audit procedures included the following:

•obtained an understanding of management’s

receivables provisioning process;

•assessed management’s provisioning methods

and whether they comply with NZ IFRS 9;

•considered the inputs, assumptions and

estimates used or made by management;

•tested the ageing of receivables by agreeing

the recorded ageing of a sample of trade

receivables to sales documentation;

•considered beef and sheep meat commodity

price movements up to and after balance date

to assess whether these changes, which are

indicative of changes in value of livestock

security held for Go receivables, indicated any

material increase in the credit risk of Go

receivables;

•considered the appropriateness and

sufficiency of the disclosures related to trade

and Go receivables and the related

provisioning.

Inventory valuation

Why significantHow our audit addressed the key audit matter

Inventory is carried at the lower of cost and

net realisable value. At 30 June 2021

inventory totals $81.5m, representing 18% of

the Group’s total assets. This amount is net of

a provision for inventory write down of $1.6m.

This is a key audit matter because inventory is

a significant component of Group total assets

and the assessment of the net realisable value

of slow moving, excess and obsolete inventory

involves significant judgement.

Our audit procedures included the following:

•compared a sample of recorded inventory cost

to supplier invoices;

•assessed the inputs into, and calculation of,

adjustments to inventory value to take account

of variable pricing arrangements with

suppliers. We also assessed the impact of this

matter at 30 June 2020 and 2019 and the

resulting restatement to the prior period

financial statements;

Why significantHow our audit addressed the key audit matter

Disclosures in relation to inventory and

inventory provisions are included in note 14

and in relation to the restatement of prior year

inventory values are included in note 29 to the

Group financial statements.

•considered the methods, models, and

assumptions used by management in

estimating the net realisable value of slow

moving, excess, and obsolete inventory;

•considered the key inputs into the provision

calculation including last purchase date, last

sale date and volume of sales in the year for

selected product lines. We tested these inputs

into the provision calculation, including

agreeing a sample of inventory items:

•last purchase date and last sale date to

supporting invoices;

•recalculating the annual sales volumes

recorded in the inventory system;

•compared the cost of a sample of inventory

items to their most recent selling price;

•considered the extent of

inventory items sold

at negative margins in the year;

•considered the appropriateness and

sufficiency of disclosures related to the

valuation of inventory, included those related

to the restatement of prior year inventory

values.

Other matter

The financial statements of PGG Wrightson Limited for the year ended 30 June 2020 were audited by

another auditor who expressed an unmodified opinion on those statements on 17 August 2020.

Information other than the financial statements and auditor’s report

The Directors of the Company are responsible for the Annual Report, which includes information other

than the consolidated financial statements and auditor’s report which is expected to be made

available to us after the date of this auditor’s 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.

In connection with our audit of the consolidated financial statements, our responsibility is to read the

other information and, in doing so, consider whether the other information is materially inconsistent

with the consolidated financial statements or our knowledge obtained during the audit, or otherwise

appears to be materially misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are

required to communicate the matter to those charged with governance and, if uncorrected, to take

appropriate action to bring the matter to the attention of users for whom our auditor’s report was

prepared.

A member firm of Ernst & Young Global Limited

PGG WRIGHTSON LIMITED
A member firm of Ernst & Young Global Limited

Directors’ responsibilities for the financial statements

The Directors are responsible, on behalf of the entity, for the preparation and fair presentation of the

consolidated financial statements in accordance with New Zealand equivalents to International

Financial Reporting Standards and International Financial Reporting Standards, and for such internal

control as the Directors determine is necessary to enable the preparation of financial statements that

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

In preparing the consolidated financial statements, the Directors are responsible for assessing on behalf

of the entity 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 cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the 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 International Standards on Auditing (New

Zealand) 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 the auditor’s responsibilities for the audit of the financial statements is located

at the External Reporting Board’s website: https://www.xrb.govt.nz/standards-for-assurance-

practitioners/auditors-responsibilities/audit-report-1/. This description forms part of our auditor’s

report.

The engagement partner on the audit resulting in this independent auditor’s report is Bruce Loader.

Chartered Accountants

Christchurch

16 August 2021

ANNUAL REPORT 2021

|

93

Corporate Governance

and Board Charter

Incorporating Disclosure of Compliance with the NZX Corporate Governance Code

Introduction

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

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

Board Charter in section 2 below.

PGG Wrightson complies with the Recommendations in the NZX 2020 Corporate Governance Code (NZX Code) except where specifically

disclosed in this annual report. This Corporate Governance section is current as at 30 June 2021 and has been approved by PGG Wrightson’s Board

of Directors.

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

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

PRINCIPLE 1 – Code of Ethical Behaviour

“Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these standards

being followed throughout the organisation.”

1.1

PGG

Wrightson Code of Conduct

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

ethical behaviour, model this behaviour and hold management

accountable for observing, fostering and delivering high ethical

standards throughout the PGG Wrightson Group. Directors and

employees are expected to act honestly and in the best interests

of PGG Wrightson, as required by law, and taking account of

interests of shareholders and other stakeholders.

In compliance with NZX Code Recommendation 1.1, the Board

has several documents that codify minimum standards of ethical

behaviour, being the Code of Conduct which is available at

www.pggwrightson.co.nz under Our Company > Governance,

Conflict of Interest Policy, Fraud Prevention Policy and Whistle-

Blower Policy, and the Board Charter outlined in section 2 below.

The Code of Conduct requires all members of the PGG Wrightson

Group, including directors and employees, to observe the highest

of standards of ethics and conduct, in alignment with these PGG

Wrightson Group Values:

Accountability:

Stand by our word and meet commitments.

Be accountable to our customers and each other.

Leadership:

Set standards and exceed expectations.

Take action and strive to excel.

Lead through innovation.

Integrity:

Operate ethically and with integrity.

Treat others with respect.

Act professionally.

Smarter:

Find ways to be more effective and efficient.

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

Learn from mistakes and celebrate successes.

Teamwork:

Share knowledge and information.

Work together to create solutions.

Think and act as ‘One-PGW’.

94
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95

The Code of Conduct is intended to guide directors and

employees in carrying out their duties and responsibilities. It

supports decision-making that is consistent with PGG Wrightson’s

values and obligations, rather than prescribing a complete list of

acceptable and un-acceptable behaviour. It reflects expectations

that directors and employees of the PGG Wrightson Group will:

Comply with standards including all applicable laws,

regulations, codes, policies and procedures and lawful and

reasonable directions;

Behave in a professional manner in a way that upholds

the PGG Wrightson Group Values and maintains public

confidence in our professionalism, honesty and integrity;

Use PGG Wrightson resources, assets, time, funds and

information only for their authorised/intended purpose;

Treat customers, suppliers, other PGG Wrightson personnel

and third parties with respect, courtesy and dignity and

taking account of interests of shareholders and other

stakeholders;

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

the workplace, and protect the environment;

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

apparent). The PGG Wrightson Group has a detailed Conflicts

of Interest Policy which contains good practice guidelines

surrounding the identification, disclosure and management

of staff conflicts of interest;

Follow company policy on receiving and giving gifts and

gratuities;

Protect PGG Wrightson Group Assets and comply with our

Group Fraud Prevention Policy;

Give proper attention to all matters and create an open

communication environment that results in all material

items being brought to the attention of directors and the

appropriate management; and

Protect the confidentiality of and intellectual property rights

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

PGG Wrightson personnel and business.

The Code of Conduct, and where to find it, is communicated to

all staff and is included in regular staff training and inductions.

The Code of Conduct provides mechanisms to report breaches

of the Code including unethical behaviour and specifies the

disciplinary procedures in place for any breaches. It is the

responsibility of the Board to review the Code of Conduct, to

implement the Code and to monitor compliance. If there has

been a material breach of the Code of Conduct, the Board will be

notified by the Chief Executive. No instances of material breaches

have been reported.

PGG Wrightson has a Whistle-Blower policy that allows any

reports of serious wrongdoing including material breaches of

the Code of Conduct to be made on a protected disclosure basis,

which contains a process for direct access to an independent

director, to help encourage a culture of promoting ethical

behaviour and being able to speak up.

PGG Wrightson Limited maintains a Directors and Officers

Interests Register which is regularly updated, documenting

interests disclosed by all Board members and senior

management. The statutory disclosures section in the 2021

Annual Report is compiled from entries in the Directors Interests

Register during the reporting period. Directors may not

participate in Board discussions nor vote on matters in which

they have a personal interest.

1.2


S

ecurities Trading Policy

In compliance with NZX Code Recommendation 1.2, the

Company has a detailed financial product trading policy

applying to all Directors and staff which incorporates insider

trading restraints, and rules. The Securities Trading Policy, which

is available at www.pggwrightson.co.nz under Our Company

> Governance, specifies that no director or employee may

buy or sell PGG Wrightson shares while in possession of inside

information. Inside information is material information that is

not generally available to the market. The policy also states

that Directors and staff in possession of inside information

cannot directly or indirectly advise or encourage any person to

deal in PGG Wrightson shares. Compliance with the Securities

Trading Policy is monitored through the consent process, by

education and by notification by PGG Wrightson’s share registrar

Computershare when any Director or Officer engages in trading

activities. Trading in PGG Wrightson shares by Directors and

Officers is disclosed to the NZX.

Corporate

Governance and

Board Charter

continued

PRINCIPLE 2 – Board Composition & Performance incorporating PGG Wrightson’s Board Charter

“To ensure an effective board, there should be a balance of independence, skills, knowledge, experience and perspectives.”

2.1

T

his section 2 outlines the Board’s Charter which is in compliance

with NZX Code Recommendation 2.1. The Board is committed

to the principle that there should be a balance of independence,

skills, knowledge and experience among Directors so that the

Board works effectively. Directors are, except where permitted

by law, required to act in the best interests of PGG Wrightson

Limited and to give proper attention to the matters before them.

The Board is satisfied that the Directors commit the time needed

to be fully effective in the role. Directors are entitled to seek

independent professional advice to assist them in meeting their

responsibilities. The Board is responsible for:

overall governance;

employing the Chief Executive Officer;

providing strategic leadership and overseeing the

development, adoption and communication of a clear

strategy for the business;

overseeing management’s implementation of PGG

Wrightson’s strategic objectives and performance;

overseeing accounting and reporting systems (including

the external audit) and PGG Wrightson’s compliance with its

continuous disclosure obligations;

adopting and reviewing a risk management framework;

approval of PGG Wrightson’s operating budgets/major capital

expenditure; and

adoption of PGG Wrightson’s remuneration policy and other

corporate governance documents.

T

here is a clear understanding of the division of responsibilities

between, and the respective roles of, the Board and

management. To ensure efficiency, the Board has delegated to

the Chief Executive Officer and subsidiary company boards the

day to day management and leadership of the PGG Wrightson

Group operations. The Company has a formal delegated authority

framework and policy that sets out matters reserved for the Board

and sub-delegates certain authorities to the Chief Executive

Officer and Managers within defined limits.

2.2

In compliance with NZX Code Recommendation 2.2 that

every issuer should have a procedure for the nomination

and appointment of directors to the Board, this is done as

circumstances require. PGG Wrightson Limited has a formal and

transparent method for the nomination and appointment of

directors to the Board – nominations are publicly called for by

notice on the NZX and considered at the Annual Meeting. Checks

will be done and key information about a candidate provided

to shareholders in the Notice of Annual Meeting, including any

material adverse information disclosed in the checks where a

candidate is standing for the first time or the term of office if

seeking re-election. Directors may be appointed by the Board

between Annual Meetings as permitted by the Constitution but

are required to seek re-election at the next Annual Meeting. The

Constitution contains no provisions for compulsory retirement or

a fixed tenure for Directors, although Directors must periodically

retire and seek re-election in accordance with the Constitution

and NZX Listing Rules.

2.3


I

n compliance with NZX Code Recommendation 2.3 that an issuer

should enter into written agreements with each newly appointed

Director establishing the terms of their appointment, the Board

has a template Director Letter of Appointment available for use

which sets out the written expectations of Directors and which is

used for all new Directors.

2.4

In compliance with NZX Code Recommendation 2.4, information

about each Director is disclosed in this annual report, including a

profile of experience, length of service, independence, ownership

interests and attendance at Board meetings. As at 30 June 2021

the Board had five Directors. Their experience, qualifications and

the value that they contribute to the Board are listed in the Board

of Directors biographies set out in the 2021 Annual Report. The full

Board met six times during the year ended 30 June 2021, including

conference calls and video-meetings. Directors also meet on other

occasions for strategic planning and held conference calls from

time to time as required. The attendance at Board meetings of all

Directors who served during the financial year to 30 June 2021 is

set out below, including attendance in part:

DIRECTOR

NUMBER OF

BOARD MEETINGS

ATTENDED

NUMBER OF

AUDIT COMMITTEE

MEETINGS ATTENDED

NUMBER OF

REMUNERATION

COMMITTEE

MEETINGS ATTENDED

Rodger Finlay 64 (2 via Audio/Video)2

Sarah Brown612

David Cushing* 43 (2 via Audio/Video)1

Joo Hai Lee6 (via Audio/Video)4 (4 via Audio/Video)2

U Kean Seng6 (via Audio/Video)02

Dr Charlotte Severne** 000

* Retired 30 April 2021

** Appointed 18 June 2021.

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97

PGG WRIGHTSON LTD’S

BOARD OF DIRECTORS AS AT

30 JUNE 2021

PGG WRIGHTSON LTD’S

BOARD OF DIRECTORS AS

AT 30 JUNE 2020

PGG WRIGHTSON LTD’S

OFFICERS

AS AT 30 JUNE 2021

PGG WRIGHTSON LTD’S

OFFICERS

AS AT 30 JUNE 2020

PGG WRIGHTSON GROUP

WORKFORCE*

AS AT 30 JUNE 2021

PGG WRIGHTSON GROUP

WORKFORCE*

AS AT 30 JUNE 2020

Number of Males 3477868933

Percentage of Males 60%80%88%88%59%60%

Number of F

emales 2111610621

Percentage of Females 40%20%12%12%41%40%


* Calculation methodology excludes casuals, fixed term employees and independent commission agents/independent contractors.

2.5 In compliance with NZX Code Recommendation 2.5, the Board

has a Diversity and Inclusion Policy which is available at www.

pggwrightson.co.nz under Our Company > Governance. PGW

recognises that a diverse and inclusive workplace culture will

result in enhanced relationships with all stakeholders, better

customer service and improved financial performance. The Board

has evaluated PGG Wrightson’s performance against its Diversity

and Inclusion Policy objectives which relate to the working

environment, employment and selection opportunities, Board

appointment recommendations, equal and fair treatment under

employment policies and a culture of diversity and inclusion, and

considers that these objectives have been met.

T

he table above lists the numerical quantitative breakdown of

the gender composition of PGG Wrightson’s Board of Directors

and its Officers as at 30 June 2021 and comparative figures for

30 June 2020. An Officer means a person, however designated,

who is concerned or takes part in the management of PGG

Wrightson Limited’s business, but excludes a person who does

not report directly to the Board or who does not report directly

to a person who reports to the Board.

2.6

In compliance with NZX Code Recommendation 2.6, Directors

are expected to undertake appropriate training to remain current

on how best to perform their duties as a Director of a listed

company. Directors are regularly updated on relevant industry

and company issues, undertake visits to PGG Wrightson and

customer branches and operations, and receive briefings from

Executive Managers from all Business Units. Directors are able

to attend PGG Wrightson Business Unit conference sessions to

further their training.

2.7

In compliance with NZX Code Recommendation 2.7, the Board

has a process to regularly assess the performance of each

Director, the Board as a whole, and Board Committees.

2.8


I

n compliance with NZX Code Recommendation 2.8, a majority

of the Board are Independent Directors, with three out of

five Directors being independent. In accordance with NZX

requirements, no less than one third of the total number of

Directors are required to be Independent Directors. The Board

meets this requirement. The Board defines an Independent

Director as one who:

is not an executive of the Company; and

has no disqualifying relationship within the meaning of the

NZX Listing Rules.

The statutory disclosures section in the 2021 Annual Report lists

the Company’s Directors’ independence status. The Board reviews

any determination that it makes on a Director’s independence on

becoming aware of any information that indicates that a Director

may have a relevant material relationship. Directors are required

to immediately advise of any new or changed relationships so

the Board can consider and determine its materiality. Directors’

interests including other relevant directorships that they hold are

listed on pages 101 to 102 of the 2021 Annual Report. None of

the Directors sit on any PGG Wrightson Group companies apart

from the parent PGG Wrightson Limited.

2.9


I

n compliance with NZX Code Recommendation 2.9, the

Chairman Rodger Finlay is an Independent Director.

Principle 3 – Board Committees

“The board should use committees where this will enhance its effectiveness in key areas, while still retaining board responsibility.”

T

he Board has delegated some of its powers to Board

Committees where it will enhance its effectiveness in key areas

while still retaining Board responsibility. As at 30 June 2021 the

Board had two standing Committees – the Audit Committee, the

Remuneration and Appointments Committee.

T

he Committees are made up of a minimum of three non-

Executive Director members and each Committee has a written

Board-approved charter which outlines that Committee’s

role, rights, responsibilities, membership requirements and

relationship with the Board. In compliance with NZX Code

Recommendation 2.7, the Board has a process to formally

review the performance of each Committee from time to time

in accordance with the relevant Committee’s written charter.

Proceedings of Committees are reported back to the full Board to

allow other Directors to question Committee members.

Corporate

Governance and

Board Charter

continued

3.1 Audit Committee

I

n compliance with NZX Code Recommendation 3.1, as explained

below, the Audit Committee operates under a written charter,

membership is majority independent and comprises solely

of non-Executive Directors, and the Chairperson of the Audit

Committee Sarah Brown is an Independent Director and is not

also the Chair of the Board.

T

he Audit Committee Charter is available on PGG Wrightson’s

website at www.pggwrightson.co.nz under Our Company >

Governance.

The members of the Audit Committee are currently Sarah Brown

(Chairperson), Rodger Finlay and Joo Hai Lee. The majority of the

members of the Audit Committee are Independent Directors. No

member of the Audit Committee is an Executive Director. The

Audit Committee has appropriate financial expertise, with two

current members having an accounting or financial background

and the other member has a good understanding of financial/

accounting principles as per 3.4 of the Audit Committee Charter.

The Audit Committee met four times during the financial year.

T

he main responsibilities of the Audit Committee are:

Ensuring effectiveness of the accounting and internal control

systems;

Ensuring the Board is properly and regularly informed and

updated on corporate financial matters;

Monitoring and reviewing the independent and internal

auditing practices;

Recommending the appointment and removal of the

external auditor and considering a change in the lead audit

partner where the auditors continue in office for a period

exceeding five years;

Ensuring the ability and independence of the auditors to

carry out their statutory audit role is not impaired or could

reasonably be perceived to be impaired;

To interface with management, internal auditors and

external auditors and review the financial reports, as well as

advising all Directors whether they comply with appropriate

laws and regulations;

Overseeing matters relating to the values, ethics and

financial integrity of the Group; and

To report Audit Committee proceedings back to the Board.

T

he Audit Committee has the authority to appoint outside legal

or other professional advisors if it considers necessary. The Audit

Committee on occasions meets with the internal auditors and

external auditors without the management present.

3.2


I

n compliance with NZX Code Recommendation 3.2, employees

only attend Committee meetings at the invitation of the

Committee as is considered appropriate.

3.3 Remuneration and Appointments Committee

I

n compliance with NZX Code Recommendation 3.3, the

Remuneration and Appointments Committee operates under a

written Charter, and the majority of members are independent

directors as the Committee is comprised of the full Board. In

compliance with NZX Code Recommendation 4.2 the Charter is

available on PGG Wrightson’s website at www.pggwrightson.

co.nz under Our Company > Governance. The Remuneration

and Appointments Committee is chaired by Rodger Finlay. The

Remuneration and Appointments Committee met twice during

the financial year as part of a full Board meeting. Employees only

attend Committee meetings at the invitation of the Committee

as is considered appropriate.

T

he main responsibilities of the Remuneration and Appointments

Committee are:

To undertake an annual performance appraisal of the Chief

Executive Officer and review the appraisal of direct reports to

the Chief Executive Officer;

To review compensation policy and procedures, including

employee benefits and superannuation, and recommend

to the Board remuneration changes for the Chief Executive

Officer and direct reports to the Chief Executive Officer;

To review succession planning and senior management

development plans;

To report Committee proceedings back to the Board.

T

he role of the Remuneration and Appointments Committee as

set out in its Charter will be expanded to include the function

of recommending remuneration packages for Directors to

shareholders in future when such a recommendation to

shareholders is put forward.

3.4

In relation to NZX Code Recommendation 3.4, the Board does

not have a nomination Committee to recommend director

appointments to the Board as that is carried out by the whole

Board.

3.5

In compliance with NZX Code Recommendation 3.5, the Board

has considered but does not think it is currently necessary to

have any other Board committees as standing Board committees.

Other committees are formed as and when required.

3.6

In relation to NZX Code Recommendation 3.6, if and when

necessary the Board will establish appropriate protocols that set

out the procedure to be followed if there is a takeover offer for

the issuer including any communication between insiders and

the bidder. The protocols will disclose the scope of independent

advisory reports to shareholders, the option of establishing an

independent takeover committee, and the likely composition

and implementation of an independent takeover committee. The

Board does not consider it necessary to establish such protocols

in advance as standing protocols but will do so if the need arises.

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PRINCIPLE 4 – Reporting and Disclosure

“The board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of

corporate disclosures.”

4.1

T

he Board endorses the principle that it should demand

integrity both in financial and non-financial reporting and in the

provision by management of information of sufficient content,

balance, quality and timeliness to enable the Board to effectively

discharge its disclosure duties.

I

n compliance with NZX Code Recommendation 4.1, the Board

has adopted a Continuous Disclosure Policy which is available

on PGG Wrightson’s website at www.pggwrightson.co.nz

under Our Company > Governance. The Company will provide

timely and adequate disclosure of information on matters of

material impact to shareholders and comply with the continuous

disclosure and other listing requirements of the NZX relating to

shareholder reporting. PGG Wrightson has established and will

maintain processes for the provision of information to the Board

by management of sufficient content, quality and timeliness, as

the Board considers necessary to enable the Board to effectively

discharge its duties.

4.2

In compliance with NZX Code Recommendation 4.2, PGG

Wrightson’s Code of Conduct, Board and Committee Charters,

Diversity Policy and other key governance policies are available

to view on PGG Wrightson’s website at www.pggwrightson.

co.nz under Our Company > Governance.

4.3

I

n compliance with NZX Code Recommendation 4.3, PGG

Wrightson considers that its financial reporting is balanced, clear

and objective. The Board receives assurances from the Chief

Executive Officer and Chief Financial Officer that the Directors’

declaration provided in accordance with International Financial

Reporting Standards (IFRS) and NZ IFRS is founded on a sound

system of risk management and internal control, and that the

system is operating effectively in all material respects in relation

to financial reporting risks.

4.4 PGG Wrightson considers that its non-financial reporting is

informative, contains forward-looking assessment, and aligns

with key strategies and metrics monitored by the Board. Non-

financial disclosure, including material environmental, economic

and social sustainability factors and practices, risks and other

key risks, risk management and relevant internal controls, is

outlined in various sections of this annual report. The Company

also communicates through the Interim and Annual Reports,

releases to the NZX and media, and on its website at www.

pggwrightson.co.nz.

PRINCIPLE 5 – Remuneration

“The remuneration of directors and executives should be transparent, fair and reasonable.”

5.1

T

he Board is committed to the policy that remuneration of

Directors and Officers/Executives should be transparent, fair

and reasonable. The Board’s Remuneration Policy for Directors is

that Directors’ fees in aggregate must be formally approved by

shareholders. In compliance with NZX Code Recommendation

5.1, the statutory disclosures section in the 2021 Annual Report

lists the Company’s Directors’ actual remuneration including

any Board Committee fees paid. There are no performance

incentives for any Directors. The Board has not elected to create a

performance-based Equity Security Compensation Plan. Further

the Board supports Directors investing a portion of their Directors’

remuneration in purchasing shares in the Company but it does

not consider this should be mandatory.

5.2


T

he Board considers that it partially complies with NZX Code

Recommendation 5.2, being that PGG Wrightson’s policy for

remuneration of Officers outlines the relative weightings of

remuneration components and relevant performance criteria.

Directors’ remuneration does not have performance criteria

attached to it. All executive officer remuneration incentives align

with financial and non-financial performance measures relating

to PGG Wrightson’s objectives and are compatible with PGG

Wrightson’s risk management policies and systems.

5.3


I

n compliance with NZX Code Recommendation 5.3, the

remuneration arrangements in place for the Chief Executive

Officer during the year ended 30 June 2021 including disclosure

of the base salary, short-term incentive and the performance

criteria used to determine performance-based payments, are

outlined on page 104 of this annual report.

Corporate

Governance and

Board Charter

continued

PRINCIPLE 6 – Risk Management

“Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The board should

regularly verify that the issuer has appropriate processes that identify and manage potential and material risks.”

6.1

I

n compliance with NZX Code Recommendation 6.1, PGG

Wrightson has in place a risk management framework for its

business to manage existing risks and to report the material

risks facing the business and how these are being managed. The

Board receives and reviews regular reports.

I

t is the responsibility of the Board to monitor the broader

risk management processes in place to identify and

manage potential and relevant risks. Directors have a sound

understanding of the key risks faced by the business.

In discharging this obligation, the Board has:

In conjunction with the Chief Executive Officer, Audit

Committee, internal and external audit, set up and

monitored rigorous processes for risk management and

internal controls to ensure that management prudently and

efficiently manage resources, and the identification of the

nature and magnitude of the Company’s material risks. PGG

Wrightson has a comprehensive Risk Policy and Group Risk

Management Framework;

Considered the nature and extent of risks the Board is

willing to take to achieve its strategic objectives. The

Company is committed to the management of risk to

achieve sustainability of service, employment and profits,

and therefore takes on controlled amounts of risk when

considered appropriate;

In conjunction with the Chief Executive Officer and Audit

Committee, reviewed the effectiveness and integrity of

compliance and risk management systems within the

business. The Board receives and reviews regular reports

on the operation of the risk management framework that

includes policies and internal control processes, as well as

any developments in relation to key risks. Reports include

oversight of the Company’s Group risk register and highlight

the main risks to the Company’s performance and the steps

being taken to manage these; and

Established a separate management Risk and Compliance

Committee that is responsible for the oversight of business

risks and future risk strategy.

T

he Board maintains insurance coverage with reputable insurers

for relevant insurable risks and recently renewed its insurance

policies in accordance with the policy approach determined by

the Board.

6.2

I

n compliance with NZX Code Recommendation 6.2, PGG

Wrightson has on page 10 of this 2021 Annual Report disclosed

how it manages its health and safety risks and has reported on

our health and safety risks, performance and management.

PRINCIPLE 7 – Auditors

“The board should ensure the quality and independence of the external audit process.”

7.1

I

n compliance with NZX Code Recommendation 7.1, the Board

has established a framework as set out below for the Company’s

relationship with its external auditors. This includes procedures:

(a)


f

or sustaining communication with the external auditors;

(b)

t

o ensure that the ability of the external auditors to carry out

their statutory audit role is not impaired, or could reasonably

be perceived to be impaired;

(c)

t

o address what, if any, services (whether by type or level)

other than their statutory audit roles may be provided by the

auditors; and

(d)


t

o provide for the monitoring and approval by the Audit

Committee of any service provided by the external auditors

other than in their statutory audit role.

T

he Board subscribes to the principle that it has a key function

to ensure the quality and independence of the external

audit process. The Board operates formal and transparent

procedures for sustaining communication with PGG Wrightson’s

independent and internal auditors. The Board seeks to ensure

that the ability, objectivity and independence of the auditors

to carry out their statutory audit role is not compromised or

impaired or could reasonably be perceived to be compromised

or impaired. The auditors generally are invited to attend all Audit

Committee meetings (except where auditor remuneration

or performance is discussed). This attendance can include

invitations for private sessions between the Audit Committee and

the external auditor without management present. In addition,

the lead audit partner of the external auditor is rotated at least

every five years.

T

o ensure there is no conflict with other services that may be

provided by the external auditors, the Company has adopted a

policy whereby the external auditors will not provide any other

services unless specifically approved by the Audit Committee.

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101

The external auditors Ernst & Young were appointed on 13

April 2021 and did provide some non-audit work on a related

but non-controlled entity in the year ended 30 June 2021. The

remuneration paid by the Group for audit work is disclosed on

page 53 of the annual report. The nature of the type of non-audit

work is disclosed in the audit report. The remuneration paid

by the Group for non-audit work was nil. The external auditors

confirmed in their audit report on pages 89 to 92 of this annual

report that those matters did not impair their independence as

auditor of the Group.

7.2


I

n compliance with NZX Code Recommendation 7.2, the external

auditor attends the Annual Meeting to answer questions from

shareholders in relation to the audit.

7.3

In compliance with NZX Code Recommendation 7.3, PGG

Wrightson’s internal audit functions are disclosed here. The

internal audit function sits within the Risk and Assurance team,

which is comprised of a functional leader and supported by

a Panel of co-source partners. The internal audit function is

responsible for carrying out internal audits in accordance

with the internal audit plan approved annually by the

Audit Committee. The function reviews and reports on the

effectiveness of internal control systems and processes for the

Company.

PRINCIPLE 8 – Shareholder Rights & Relations

“The board should respect the rights of shareholders and foster constructive relationships with shareholders that encourage

them to engage with the issuer.”

8.1

While the C

ompany does not have a formal shareholder

or stakeholder relations policy, the Board actively fosters

constructive relationships with its shareholders, as appropriate.

The Board is at all times cognisant of the need to protect and act

in the best interests of the Company’s shareholders.

In compliance with NZX Code Recommendation 8.1, PGG

Wrightson’s website www.pggwrightson.co.nz has an Investors

Section where investors and interested stakeholders can

access financial and operational information and key corporate

governance information. This contains key governance

documents and policies, contact details for investor matters,

current and past Annual Reports, notices of meetings and

other key dates in the investor schedule, the constitution,

media releases and NZX announcements, periodic financial

information, dividend histories and other information. PGG

Wrightson lists its Business Unit descriptions and key activities

on its website, and its releases contain information on business

goals and performance. The Company encourages shareholder

participation at the Annual Meeting, by providing as an item of

General Business, the conducting of a shareholder discussion,

where a reasonable opportunity is given for shareholders to

question, discuss or comment on the management of the

Company.

8.2

In compliance with NZX Code Recommendation 8.2, PGG

Wrightson allows investors the ability to easily communicate with

it, including providing the option to receive communications

electronically. The Company has continued to seek to improve

shareholder participation, efficiency and cost effectiveness

of communication with shareholders by offering them its

e-comms programme, where shareholders can elect to

receive their security holder communication by full electronic

communications.

8.3


I

n compliance with NZX Code Recommendation 8.3,

shareholders have the right to vote on major decisions which

may change the nature of the Company.

8.4 If PGG Wrightson was seeking additional equity capital in the

future, it would consider the recommendation in NZX Code

Recommendation 8.4 to offer further equity securities to existing

equity security holders of the same class on a pro rata basis and

no less favourable terms before further equity securities are

offered to other investors.

8.5


I

n compliance with NZX Code Recommendation 8.5, the

shareholders’ Notice of Annual Meeting is posted on the website

as soon as possible and at least 20 working days prior to the

meeting.

9 Annual Review

9.1 A review of this Corporate Governance Code and associated

processes and procedures is completed on an annual basis

to ensure the Company adheres to best practice governance

principles (as promulgated by the relevant authoritative bodies)

and maintains high ethical standards.

Corporate

Governance and

Board Charter

continued

The following particulars of notices were given by Directors of the Company pursuant to

section 140(2) of the Companies Act 1993 for the year 1 July 2020 to 30 June 2021

DIRECTOR INTEREST ORGANISATION

R J Finlay

Chairman Chairman Mundane Asset Management Limited (UK)

Crown Regional Holdings Limited

St Andrews College Foundation (Trustee)

NZ Post Limited

Deputy Chairman Rural Equities Limited

Director Moeraki Limited

Ngāi Tahu Holdings Corporation Limited

Ngāi Tahu Farming Limited

Kiwi Group Holdings Limited

Mundane World Leaders Fund Limited (Cayman)

Trustee Burnett Valley Trust

J H Lee

Deputy Chairman Director Hyflux Limited

A

gria Corporation

A

gria (Singapore) Pte Limited

Lung Kee (Bermuda) Holdings Limited

IPC Corporation Limited

Agria Asia Investments Limited

S Brown

Director Electricity Invercargill Limited (resigned 31 October 2020)

PowerNet Limited (resigned 31 October 2020)

OtagoNet Limited (resigned 30 April 2021)

OtagoNet Properties Limited (resigned 30 April 2021)

Electricity Southland Limited (resigned 30 April 2021)

Panellist Independent Advisory Panel for the Provincial Growth Fund

Trustee Southland Boys High School Board of Trustees

T

urnbull Trust

C

onsultant

Blue Sk

y Meats (N.Z.) Limited

Statutory

Disclosures

102
|

PGG WRIGHTSON LIMITEDANNUAL REPORT 2021

|

103

DIRECTOR INTEREST ORGANISATION

B D Cushing*

Ex

ecutive Chairman

Rural E

quities Limited

Dir

ector

Sk

ellerup Holdings Limited

H & G Limit

ed

M

akowai Farm Limited

U Kean Seng

Head of Corporate Agria Corporation

and Legal Affairs

Dr Charlotte Severne**

Dir

ector

T

uaropaki Power Company

Huak

iwi Limited

T

rustee

T

he Māori Trustee

S

everne Whanau Trust

Pott Severne Family Trust

* Retired 30 April 2021.

** Appointed 18 June 2021.

In addition, R J Finlay and B D Cushing advised that they hold interests in farming operations that transact business with PGG Wrightson Limited

companies on normal terms of trade.

Directors’ Remuneration

The following persons held office, or ceased to hold office, as a Director during the year to 30 June 2021 and received the following remuneration

(including the value of any benefits). Fees are not paid for membership of the Remuneration & Appointments Committee. Figures are gross and

exclude GST (if any):

DIRECTORPGG WRIGHTSON LIMITEDDIRECTORS’ FEES

AUDIT

COMMITTEE FEES

TOTA L

REMUNERATION

R J FinlayChairman$180,000$10,000$190,000

S Brown$80,000$2,083$82,083

B D Cushing*$66,666 $10,417 $77,083

J H LeeDeputy Chairman$110,000$10,000$120,000

U Kean Seng$80,000–$80,000

Dr C Severne **–––

* Retired 30 April 2021.

** Appointed 18 June 2021. Pro rata fees for 18 to 30 June 2021 will be paid in the 2021/2022 financial year.

Statutory

Disclosures

continued

Directors’ Shareholdings

As at 30 June 2021 the following Directors of PGG Wrightson Limited held a beneficial interest in shares in PGG Wrightson Limited:

DIRECTORREGISTERED HOLDERNUMBER OF SHARES

R J FinlayRGH Holdings Limited89,568

S BrownSarah Jane Brown & Keith William Brown11,400

J H Lee and U Kean Seng are associated persons of substantial product holder Agria (Singapore) Pte Limited holding 33,463,399 shares.

B D Cushing is an associated person of H & G Limited holding 2,006,732 shares (as at 30 June 2021)

Directors’ Share Transactions

The following Director of PGG Wrightson Limited notified the Company of the following on-market share transactions between

1 July 2020 and 30 June 2021.

DIRECTOR REGISTERED HOLDERNATURE AND DATE OF TRANSACTIONNUMBER OF SHARES BROUGHTCONSIDERATION PER SHARE

R J FinlayRGH Holdings Limited

(beneficial interest)

20 – 21 August 20208,294$2.60

Directors’ Independence

The Board has determined that as at 30 June 2021:

The following Directors are Independent Directors: R J Finlay, B D Cushing (to 30 April 2021), S Brown and Dr C Severne (appointed 18 June

2021)

The following Directors are not Independent Directors by virtue of their association with a substantial product holder: J H Lee and U Kean Seng.

NZX Waivers

There were no NZX Waivers applying to PGG Wrightson Limited during the financial year.

Directors’ Indemnity and Insurance

In accordance with section 162 of the Companies Act 1993 and the Constitution of the Company, the Company has insured Directors and Officers

against liabilities to other parties that may arise from their positions as Directors and Officers of the Company, Subsidiaries and Associates. This

insurance does not cover liabilities arising from criminal actions and deliberate and reckless acts or omissions.

Use of Company Information by Directors

The Board has implemented a protocol governing the disclosure of Company information to its substantial product holders. In accordance with

this protocol and section 145 of the Companies Act 1993, J H Lee and U Kean Seng have given notice that while directors they may disclose certain

information to Agria Corporation in order to seek, and inform the Board of, its view as to the governance and operation of the Company and in

order to enable Agria Corporation to comply with certain statutory obligations.

Employee Remuneration

Set out below are the numbers of employees of the Company and its subsidiaries who received remuneration and other benefits of $100,000 or

more during the year, in their capacity as employees.

The schedule includes:

all monetary payments actually made during the year, including termination payments and the face value of any at-risk long-term incentives

granted, where applicable;

the employer’s contributions to superannuation funds, retiring entitlements, health insurance schemes and other payments to terminating

employees (e.g. long service leave); and

livestock employees who are remunerated on a commission basis and whose remuneration fluctuates materially from year to year. Livestock

remuneration includes incentives paid in the current year that were earned in respect of the prior year’s performance.

104
|

PGG WRIGHTSON LIMITEDANNUAL REPORT 2021

|

105

The schedule excludes:

amounts paid post 30 June 2021 that related to services provided in the 2020/2021 financial year;

telephone concessions to some employees that can include free telephone line rental, national and international phone calls and online

services;

independent real estate/livestock commission agents; and

any benefits received by employees that do not have an attributable value.

No employees appointed as a director of a subsidiary company of PGG Wrightson Limited receives or retains any remuneration or other benefits

from PGG Wrightson Limited for acting as such.

REMUNERATION RANGENUMBER OF EMPLOYEESREMUNERATION RANGENUMBER OF EMPLOYEES

$100,000 – $110,00062

$110,001 – $120,00054

$120,001 – $130,00045

$130,001 – $140,00035

$140,001 – $150,00031

$150,001 – $160,00021

$160,001 – $170,00013

$170,001 – $180,00012

$180,001 – $190,0007

$190,001 – $200,0009

$200,001 – $210,0003

$210,001 – $220,0007

$220,001 – $230,0006

$230,001 – $240,0003

$240,001 – $250,0001

$250,001 – $260,0002

$260,001 – $270,0002

$270,001 – $280,0002

$280,001 – $290,0005

$290,001 – $300,0001

$300,001 – $310,0001

$310,001 – $320,0002

$320,001 – $330,0001

$340,001 – $350,0001

$350,001 – $360,0002

$380,001 – $390,0001

$400,001 – $410,0003

$420,001 – $430,0001

$460,001 – $470,0001

$610,001 – $620,0001

$650,001 – $660,0001

$830,001 – $840,0001

$930,001 – $940,0001

Statutory

Disclosures

continued

The Board’s Remuneration and Appointments Committee approves the Group’s remuneration policy. The Committee also reviews and

recommends to the Board for approval the remuneration of the Chief Executive Officer and the remuneration of the executives who report directly

to the Chief Executive Officer.

Chief Executive Officer Remuneration

In compliance with the NZX Code Recommendation 5.3, this section lists disclosure of the remuneration arrangements in place for PGG

Wrightson’s Chief Executive Officer Stephen Guerin. The Board of Directors’ general policy for Chief Executive remuneration is payment of a base

salary and an annual at-risk short-term incentive. The target amount of the short-term incentive payment is a percentage of base salary, being 20%

for the financial year, with the maximum payable being 150% of the target amount. The short-term incentive is payable on the achievement of

certain key performance criteria focused on PGG Wrightson’s financial performance, strategic objectives and Safety and Wellbeing performance for

the respective financial year.

The Chief Executive Officer has a company vehicle with full private use valued at $20,000pa. As at 30 June 2021 the total number of shares owned

by the Chief Executive Officer was 3,842.


The Chief Executive Officer’s remuneration relating to the year ended 30 June 2021 is as follows:

YEAR ENDED

30 JUNE 2021

YEAR ENDED

30 JUNE 2020

Salary payments paid during the year

$812,927$748,000

KiwiSaver employer contribution paid during the year

$24,390$22,440

Short-term incentive relating to the year, to be paid in the next financial year

$228,660–

Total remuneration

$1,065,977$770,440

106
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PGG WRIGHTSON LIMITEDANNUAL REPORT 2021

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107

General

Disclosures

Subsidiary Company Directors

The following persons held the office of Director of the respective subsidiaries (as defined in the Companies Act 1993) during the year or part year

as indicated on behalf of the Group. Directors appointed (A) or who resigned (R) during the year or part year are indicated. Staff appointments do

not receive Director fees or other benefits as a Director. Unless otherwise indicated, Group ownership is 100%.

LEGAL COMPANY NAMEPGG WRIGHTSON APPOINTED DIRECTORS

Agriculture New Zealand Limited JS Daly, SJ Guerin

Ag Property Holdings LimitedJS Daly, SJ Guerin

AgriServices South America Limited JS Daly, SJ Guerin

Bidr LimitedSJ Guerin, PJ Moore, PC Scott

Bloch & Behrens Wool (NZ) LimitedJS Daly, SJ Guerin, GW Edwards

NZ Agritrade LimitedJS Daly, SJ Guerin

PGW Rural Capital Limited JS Daly, SJ Guerin

PGG Wrightson Employee Benefits Plan LimitedCD Adam, JS Daly, SJ Guerin

PGG Wrightson Employee Benefits Plan Trustee Limited CD Adam, JS Daly, S Guerin, JA O’Neill, PR Drury

(licensed Independent Trustee)

PGG Wrightson Investments LimitedJS Daly, SJ Guerin

PGG Wrightson Real Estate Limited JS Daly, SJ Guerin

PGG Wrightson Trustee LimitedJS Daly, S Guerin

PGG Wrightson Limited is quoted on the New Zealand Stock Market of NZX Limited (code PGW).

As at 30 June 2021, PGG Wrightson Limited had 75,484,083 ordinary shares on issue.

Substantial Product Holders

At 30 June 2021, the following security holders had given notices in accordance with the Financial Markets Conduct Act 2013 that they were a

substantial product holder in the Company. The number of shares shown below are as recorded in the Company’s share register.

SHAREHOLDER

NUMBER OF SHARES

AT 30 JUNE 2020DATE OF NOTICE

BCA New Continent Agri Hldg. Limited (BCA)9,758,71421 October 2020

Agria (Singapore) Pte Limited

33,463,39910 April 2019

Agria Group*

33,463,39917 December 2018

* Agria Group being Agria Group Limited, Agria Corporation, Agria Asia Investments Limited, Agria (Singapore) Pte Ltd, New Hope International and

New Hope Group Co., Ltd as listed in the substantial security product notice.

Twenty Largest Registered Shareholders

The 20 largest shareholders in PGG Wrightson Limited as at 19 August 2021 were:

SHAREHOLDERNUMBER OF SHARES HELD% OF SHARES HELD

1.Agria (Singapore) Pte Limited33,463,399 44.33

2.BCA New Continent Agri Hldg. Limited (BCA)

9,758,71412.92

3.H & G Limited

1,898,6062.52

4.HSBC Nominees (New Zealand) Limited

1,488,7351.97

5.Forsyth Barr Custodians Limited

1,171,2041.55

6. Custodial Services Limited

1,054,4281.39

7.FNZ Custodians Limited

800,7921.06

8.Citibank Nominees (New Zealand) Limited

509,1080.67

9.Nicolaas Johannes Kaptein

500,9620.66

10.New Zealand Depository Nominee Limited

462,2450.61

11. JBWERE (NZ) Nominees Limited

344,8070.45

12.Accident Compensation Corporation

319,4460.42

13.Elizabeth Beatty Benjamin & Michael Murray Benjamin

(Michael Benjamin Family a/c)

300,0000.40

14.Leveraged Equities Finance Limited

249,2980.33

15.Robert Vincent Cottrell + Lesley Maureen Cottrell

202,8980.27

16.Ian David McIlraith

180,0000.24

17.Colin Hugh Notley & Jan Marie Notley

175,0000.23

18.Totara Grove Investments Limited

167,1130.22

19.Gamma Trust Limited

155,2840.21

20.GMH 38 Investments Limited

150,0000.20

Shareholder

Information

Corporate
Directory

ANNUAL REPORT 2021

|

109108

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PGG WRIGHTSON LIMITED

Analysis of Shareholdings

Distribution of ordinary shares and shareholdings at 31 July 2021 was:

RANGETOTAL HOLDERSNUMBER OF SHARES% OF SHARES

1 – 4995,546928,9051.23

500 – 9991,238830,7221.10

1,000 – 1,9991,1791,562,0832.07

2,000 – 4,9991,1353,418,4434.53

5,000 – 9,9995053,323,7814.40

10,000 – 49,9994367,555,92910.01

50,000 – 99,999392,613,4393.46

100,000 – 499,999284,852,4466.43

500,000 – 999,99932,052,7162.72

1,000,000 Over548,345,61964.05

Total10, 11475,484,083100.00

Registered addresses of shareholders as at 31 July 2021 were:

ADDRESS

NUMBER OF

SHAREHOLDERS

% OF

SHAREHOLDERS

NUMBER OF

SHARES

% OF

SHARES

Singapore100.1033,631,32344.55

New Zealand9,84797.3641,543,39655.04

Australia1431.41145,6850.19

Other1141.13163,6790.22

Total10,114100.00%75,484,083100.00%

Shareholder

Information continued

Company number 142962

NZBN 9429040323497

Board of Directors

as at 30 June 2021

Rodger Finlay

Chairman

Joo Hai Lee

Deputy Chairman

Sarah Brown

U Kean Seng

Dr Charlotte Severne

(Appointed 18 June 2021)

David Cushing

(Resigned 30 April 2021)

Executive Team

as at 30 June 2021

Stephen Guerin

Chief Executive Officer

Nick Berry

General Manager Retail & Water

Julian Daly

General Manager Corporate Affairs/Company

Secretary

Grant Edwards

General Manager Wool

Peter Moore

General Manager - Livestock Ventures &

Partnerships

Peter Newbold

General Manager Livestock & Real Estate

Peter Scott

Chief Financial Officer

Rachel Shearer

General Manager Human Resources

Registered Office

PGG Wrightson Limited

1 Robin Mann Place

Christchurch Airport

Christchurch 8053

PO Box 292

Christchurch 8140

Telephone:

0800 10 22 76 (NZ only)

+64 3 372 0800 (International)

Email: enquiries@pggwrightson.co.nz

Auditors

(Resigned 12 April 2021)

KPMG

Level 5

79 Cashel Street

PO Box 1739

Christchurch 8140

Telephone: +64 3 363 5600

(Appointed 13 April 2021)

Ernst & Young

Level 4

93 Cambridge Terrace

PO Box 2091

Christchurch 8140

Telephone: +64 3 379 1870

Managing your shareholding online:

To change your address, update your payment instructions and to

view your investment portfolio, including transactions, please visit:

www.investorcentre.com/nz

General enquiries can be directed to:

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road

Takapuna, Auckland 0622

enquiry@computershare.co.nz

Private Bag 92119, Auckland 1142,

New Z

ealand

Telephone +64 9 488 8777

Facsimile +64 9 488 8787

Please assist our registrar by quoting your

CSN or shareholder number.

Back cover image

PGG Wrightson Technical

Horticultural Representative

for Fruitfed Supplies,

William Moss, and Farm

Owner, Matt Ashby, discuss

requirements needed

for planting at Matakana

Berry Co, near Warkworth,

Northern Auckland,

in May 2021.

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.