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Annual Shareholders Meeting – including trading update

AGM27 October 2021FRWIndustrials

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Freightways Annual Shareholders Meeting Presentation28 October 2021NZX : FRE

Chairman’s Introduction
3

Shareholder and Proxyholder Q&A Participation
4

How to submit QUESTIONS

Questions may be subm

itted ahead of the

meeting. If you have a question to submit during the live meeting, please select the Q&A tab on the right hal

f of your screen at

anytime. Type your questi

on into the field and

press submit. Your question will be immediately submitted.

Help

The Q&A tab can also

be used for immediate

help. If you need assist

ance, please submit

your query in the same manner as typing a question and a Computer

share representative

will respond to you directly.

Shareholder and Proxyholder Voting
5

How to VOTE

Once the voting has been opened, the resolutions and voting options will allow voting.


To vote, simply click on the Vote tab, and select your voting dire

ction from the options

shown on the screen. You can vote for all resolutions at once or

by each resolution.


Your vote has been cast when the tick appears. To change your vote, select ‘Change Your Vote’.

1. Chairman’s introduction2. CEO’s review & trading update3. Voting and questions 4. Six Resolutions
2021 ANNUAL SHAREHOLDERS MEETING AGENDA

6

Directors and Management
Mark VerbiestChairman

Abby FooteDirector

Fiona OliverDirector

Kim EllisDirector

Mark CairnsDirector

Mark RushworthDirector

Peter KeanDirector

7

Mark TroughearChief Executive

Stephan DeschampsChief Financial Officer

FY21 Highlights
$800.5m Revenue grew 27%

$130.5m EBITA grew 33.5%

(i)

$72.7m NPAT grew 29.7%

(ii)

43.9 cents EPSgrew 23.7% (iii)

$23m accrual for BCD final payment

33.5cps total dividend for the year

NOTESi.

Operating profit before interest, tax and

amortisation, before change in fair value of contingent consideration – BCD and other income & expenses.

ii.

Net profit after tax (NPAT), before change in fair

value of contingent consideration – BCD and other income & expenses.

iii.

Earnings per share (EPS), before change in fair

value of contingent consideration – BCD and other income & expenses. EPS is 30 cents per share (on par with FY20) including the BCD contingent consideration and other income & expenses.

(i) and (ii) above are non-

GAAP (Generally Accepted

Accounting Principles) results. For a reconciliation to GAAP results, refer to the Appendix.

8

FY21 Highlights
Pricing for Effort up $0.71c

Average Courier remuneration improved by 8%

4.8% reduction in injuries

Express Package B2B and B2C volumes increased by 15%

32 new business ideas assessed through

The Startery

Developed a science-based targetfor carbon reduction of 50% by 2035

9

On target to reduce fossil-based virgin plastic use by 70%

DIFOT (delivery in full on time) rate of 97-99%

Capital Management Policy
Dividend PolicyDividend Policy aligned with Capital Management Policy, balancing a number of objectives:The setting of the dividend is

subordinated to the overall

capital structure of FRE. W

hen debt is consi

dered high, the

cash dividend will be reduced to allow for fast debt reduction;The dividend is set at a level

that the Board expects to be

sustainable in the medium termSubject to the first two princi

ples, the Board will aim to pay

75% to 80% of the NPATA adj

usted for significant one-offs

Debt/EBITA

• ROIC Positive Investments• Higher Dividends• Capital Returns

LOW DEBT

• ROIC Positive Investments• Dividend of 75-80% of

NPATA

PREFERED

GEARING RANGE

• Reduce Cash Dividend • Capex reduced to essential

capex

• Limited Investment• Capital Raise

HIGH DEBT

2%3%Capital Management PrinciplesTargeting solid Investment Grade

credit profile, at a level that

minimises the cost of capital. Range of Net Debt / EBITDA between 2x and 3x.

10

CEO’s Trading Update
11

12
The Freightways Blueprint

Strategy
13


Ensure we are pricing our services re

flective of the effort required – to

generate a return and remunerate our c

ontractors well. Our focus remains

on PFE for local, residential and lar

ge freight over the coming year.


Enable SME eCommerce businesses by

providing a suite of tools and

services to meet market need.


Leverage our service adv

antage to pick-up ma

rket share in EP&BM.


Expand our Temperature-Controlled

market share and develop our 3rd

Horizon of Growth in this market

capitalising on

the acquisition of

ProducePronto

.


Grow digital (BPO) services for Inform

ation Management clients in AU & NZ.


Execute our strategy to add high-val

ue waste streams to our collection and

processing networks (SaveB

oard, Medical Waste).


Use

The Startery

to develop complementary servic

es that provide Horizon 2

or 3 growth opportunities

for our existing businesses.

Strategy
14

ProducePronto

Ownership from November 1, 2021


Complementary to Big Chill


Same day express delivery of fres

h and frozen food to businesses and

convenience food outlets


Growth pathway will leverage Big Chill and EP assets


$10m purchase price with potential ear

n-out of up to $4m over 3 years

SaveBoard

Currently 22% shareholder increasing

to 36% in March 2022 when AU set

up commences


Converts packaging wast

e into building products


Expected to produce first boards at the end of 2021


2 sites – Hamilton and Sydney


Complementary to our Waste Renewal

business which focuses on circular

economy solutions for high value waste streams

SDG Update
15

Key areas of focus;

Health and safety in empl

oyment – injury reduction


Providing opportunities for career

advancement and earnings improvem

ent for our staff and contractors


Development of new adjacent business

services which grow our revenues

and provide opportunities for our people


Reduction of emissions with a target to

reduce carbon emissi

ons by 50% by 2035


Reduction of plastic packaging wast

e by 70% over the coming year

Q1 TRADINGUPDATE
16

EP Item Growth YoY (Network couriers only)
-40%-30%-20%-10%

0%

10%20%30%40%

Week 1

Week 2

Week 3

Week 4

Week 5

Week 6

Week 7

Week 8

Week 9

Week 10

Week 11

Week 12

Week 13

Week 14

Week 15

Jul

Aug

Sep

Oct

2021 v 2020

2021 v 2019

Alert Level 4, 2021

17

18
EP B2C Growth YoY(Network couriers only)

-40%-20%

0%

20%40%60%80%

100%120%140%

Week 1

Week 2

Week 3

Week 4

Week 5

Week 6

Week 7

Week 8

Week 9

Week 10

Week 11

Week 12

Week 13

Week 14

Week 15

Jul

Aug

Sep

Oct

2021 v 2020

2021 v 2019

Alert Level 4, 2021

Note
Q1 FY22

$m

Q1 FY21

$m

Change

%

Operating Revenue

203.1

211.7

(4.1)

EBITDA

(i)

45.5

49.4

(7.9)

EBITA

(ii)

31.6

34.8

(9.2)

NPATA

(iii)

19.9

21.1

(5.7)

NPAT

(iv)

18.1

19.2

(5.7)

NOTESi.

Operating profit before interes

t, tax, depreciation and amortisation

ii.

Operating profit before interest, tax and amortisation

iii.

Net profit after tax before amortisation

iv.

Net profit after tax

19


Freightways uses a 4-4-5 weeks accounting calendar. In the first quarter of FY21, there was one extra week compared to FY22. Reve

nue and EBITA

are respectively

$12.4m

and

$2.1m

for the extra week.


The New Zealand Covid Level 4 lockdown in August - September 2021 is estimated to have resulted in EBITA that is

$4.5m

lower than the prior

comparative period.


The Australian Covid lockdown in the first quarter of FY22 is estimated to have resulted in EBITA that is

$0.4m

lower than the prior comparative period.

Q1 Consolidated PerformanceUNAUDITED

Q1 FY22
$m

Q1 FY21

$m

Change

%

Operating Revenue

160.5

168.4

(4.7)

EBITDA

28.0

30.2

(7.3)

EBITA

25.1

27.3

(8.1)

EBITA Margin

15.6%

16.2%

20


Freightways uses a 4-4-5 weeks accounting calendar. In the first quarter of FY21, there was one extra week compared to FY22. Reve

nue and EBITA

are respectively

$11.6m

and

$1.9m

for the extra week.


The New Zealand Covid Level 4 lockdown in August - September 2021 is estimated to have resulted in EBITA that is

$3.9m

lower than the prior

comparative period.

Results in this table are before NZ IFRS16 (Leases) and are acco

rdingly non-GAAP. Refer to append

ix for reconciliation to resu

lts after NZ IFRS16 which

complies with GAAP.

Q1 Express Package & Business MailUNAUDITED AND EXCLUDES LEASE ACCOUNTING

GAAP – Generally Accepted Accounti

ng Principles (IFRS-compliant

)

Q1 FY22
$m

Q1 FY21

$m

Change

%

Operating Revenue

43.0

43.8

(1.8)

EBITDA

9.0

9.9

(9.1)

EBITA

7.1

7.9

(10.1)

EBITA Margin

16.5%

18.1%

21

Q1 Information ManagementUNAUDITED AND EXCLUDES LEASE ACCOUNTING


Freightways uses a 4-4-5 weeks accounting calendar. In the first quarter of FY21, there was one extra week compared to FY22. Reve

nue and EBITA

are respectively

$0.8m

and

$0.2m

for the extra week.


The New Zealand Covid Level 4 lockdown in August - September 2021 is estimated to have resulted in EBITA that is

$0.6m

lower than the prior

comparative period.


The Australian Covid lockdown in the first quarter of FY22 is estimated to have resulted in EBITA that is

$0.4m

lower than the prior comparative period.

Results in this table are before NZ IFRS16 (Leases) and are

accordingly non-GAAP. Refer to appendi

x for reconciliation to result

s after NZ IFRS16 which

complies with GAAP.

GAAP – Generally Accepted Accounti

ng Principles (IFRS-compliant

)

OUTLOOK
22

Outlook
23


While Q1 was affected by the level 4 lockdown in NZ and the continued restrictions onbusinesses operating in both NZ and Australi

a we remain confident that we will achieve

earnings growth for the company in FY22.


We have been encouraged by the increase i

n volumes driven by eCommerce activity

and market share gains in Express Package as NZ has moved into level 3 and below.


We are also pleased with the growth in Medical Waste in Australia and while we expect

that to ease as the situation in Victoria improves it should occur at the same time asbusinesses reopen in Melbourne and Sydney CBD’s - restoring activity for ourinformation management and doc

ument destruction services.


We remain conscious that even the best laid plans can be influenced by macro factors

that we are less able to control:

> A tight labour market putting upward pressure on labour costs,> Current and potential lockdowns in AU & NZ,> A constrained supply chain which cou

ld continue to disrupt the flow of goods

coming into NZ and ultimately impact the vo

lumes we receive from our customers.


We will continue to review the portfolio of services we provide with a view to deliveringsuperior long-term value to shareholders throug

h short, medium and long-term initiatives.


The company will continue to consider acquisit

ion opportunities that are complementary

to our existing operations and capabilities.

24
1. That

MARK CAIRNS

be elected as a Director of Freightways.

2. That

FIONA OLIVER

be elected as a Director of Freightways.

3. That

ABBY FOOTE

be re-elected as a Director of Freightways.

4. That

PETER KEAN

be re-elected as a Director of Freightways.

5. That the total quantum of the annual D

irectors’ fee pool be increased by $16

1,100 from an aggregate of $696,045 to an

aggregate of $857,145, such aggregate amount to be divide

d amongst the Directors as they deem appropriate.

6. That the Directors are authorised to fix the Auditors’ remuneration.

Resolutions

RESOLUTION 1.> Election of Mark Cairns.
25

RESOLUTION 2.> Election of Fiona Oliver.
26

RESOLUTION 3.> Re-election of Abby Foote.
27

RESOLUTION 4.> Re-election of Peter Kean.
28

29
Resolutions

RESOLUTION 5.That the total quantum of the annual Directors’ fee pool be increased by $161,100 from an aggregateof $696,045 to an aggregate of $857,145, such aggregate amount to be divided amongst the Directors asthey deem appropriate.RESOLUTION 6.That the Directors are authorised to fix the Auditors’ remuneration.

VOTING AND QUESTIONS
30

31
This presentation has been prepared by Freightways Limited (

"Freightways") for information purposes only. This

presentation is not a product disclos

ure statement, prospectus or inv

estment statement. Nothing in this

presentation constitutes an invitation t

o subscribe for shares, securities or fi

nancial products in Freightways. Nothing

in this presentation constitutes legal, accounting, finan

cial or taxation advice or any other advice of any kind. Any

investor should consult their own profes

sional advisors and conduct their own indepen

dent investigation of Freightways

and the information contained in this pr

esentation, including any statements r

elating to the future performance of

Freightways. The information in this p

resentation is given in good faith and has been obtained from sources believed

to be reliable and accurate at the date of this presentation.Certain items of financial information included in this pr

esentation are "non-GAAP" financial measures. These non-

GAAP financial measures do not have a standardised meaning

prescribed by New Zealand Accounting Standards and

therefore may not be comparable to similarly named m

easures presented by other

entities and should not be

construed as an alternative to other

financial measures determined in accordance with New Zealand Accounting

Standards. Freightways believes that thes

e non-GAAP financial measures provide useful information in measuring the

financial position and performance of the Freightways

business. However, undue reliance should not be placed on

non-GAAP financial measures included in this presentation.This presentation may include forward

-

looking statements regarding future events and the future

financial

performance of Freightways. Such forward

-

looking statements are based on current

expectations and involve risks and

uncertainties. Freightways cautions in

vestors not to place undue reliance on these forward-looking statements, which

reflect Freightways' views only as of the

date of this presentation. Actual result

s may be materially different from those

stated in any forward

-

looking statements. Nothing contained in this document is or should be relied on as a promise as

to the future performance or condition of Freightways or as to

any other future events. Except as required by law or the

NZX Listing Rules, Freightways undert

akes no obligation to update any forward

-

looking statements, whether as a

result of new information, future events or otherwise or to report against any forward

-

looking statements. None of

Freightways, their affiliates, or their r

espective advisers or repres

entatives, give any warrant

y or representation as to

the accuracy or completeness of the information contained i

n this presentation, and exclude their liability to the

maximum extent permitted by law.

Disclaimer

32

FREIGHTWAYS GROUP
FY21

$m

FY20

$m

Change

%

Operating Revenue

800.5

630.9

26.9

EBITDA (GAAP)

164.6

135.1

21.8

A

dd: Change in fair value of contingent consideration – Big Chill

Distribution Limited (BCD)

23.0

-

A

dd: Other expenses

-

9.6

EBITDA (before change in fair value of contingent consideration and other expenses)

187.6

144.7

29.6

Less: NZ IFRS16 adjustment

(42.2)

(33.7)

25.2

EBITDA (before NZ IFRS16, change in fair value of contingent consideration and other expenses) – non-GAAP

145.4

111.0

31.0

EBITA (GAAP)

107.5

88.2

21.9

A

dd: change in fair value of contingent consideration – BCD

23.0

-

A

dd: Other expenses

-

9.6

EBITA (before change in fair value of contingent consideration and other expenses)

130.6

97.8

33.5

Less: NZ IFRS16 adjustment

(7.0)

(5.3)

32.1

EBITA (before NZ IFRS16, change in fair value of contingent consideration and other expenses) – non-GAAP

123.6

92.5

33.6

NOTESGAAP – Generally Accepted Accounti

ng Principles (IFRS-compliant

)

33

APPENDIX:RECONCILIATION OF GAAP TO PRE-NZ IFRS16 A

ND OTHER EXPENSES FOR THE YEAR ENDED 30 JUNE 2021

EXPRESS PACKAGE & BUSINESS MAIL
FY21

$m

FY20

$m

Change

%

Operating Revenue

633.0

474.4

33.4

EBITDA (GAAP)

142.8

98.3

45.3

A

dd: Other expenses

-

3.3

100

EBITDA (before other expenses)

142.8

101.6

40.6

Less: NZ IFRS16 adjustment

(24.6)

(16.1)

52.8

EBITDA (before NZ IFRS16 and other expenses) – non-GAAP

118.2

85.5

38.2

EBITA (GAAP)

109.5

74.4

47.2

A

dd: Other expenses

-

3.3

100

EBITA (before other expenses)

109.5

77.7

40.9

Less: NZ IFRS16 adjustment

(3.4)

(1.8)

88.9

EBITA (before NZ IFRS16 and other expenses) – non-GAAP

106.1

75.9

39.8

34

NOTESGAAP – Generally Accepted Accounti

ng Principles (IFRS-compliant)

APPENDIX:RECONCILIATION OF GAAP TO PRE-NZ IFRS16 A

ND OTHER EXPENSES FOR THE YEAR ENDED 30 JUNE 2021

INFORMATION MANAGEMENT
FY21

$m

FY20

$m

Change

%

Operating Revenue

170.7

158.7

7.6

EBITDA (GAAP)

50.8

41.8

21.5

A

dd: Other expenses

-

5.3

100

EBITDA (before other expenses)

50.8

47.1

7.9

Less: NZ IFRS16 adjustment

(17.4)

(17.5)

(0.6)

EBITDA (before NZ IFRS16 and other expenses) – non-GAAP

33.4

29.6

12.8

EBITA (GAAP)

29.0

20.6

40.8

A

dd: Other expenses

-

5.3

100

EBITA (before other expenses)

29.0

25.9

12.0

Less: NZ IFRS16 adjustment

(3.6)

(3.4)

5.9

EBITA (before NZ IFRS16 and other expenses) – non-GAAP

25.4

22.5

12.9

35

NOTESGAAP – Generally Accepted Accounti

ng Principles (IFRS-compliant)

APPENDIX:RECONCILIATION OF GAAP TO PRE-NZ IFRS16 A

ND OTHER EXPENSES FOR THE YEAR ENDED 30 JUNE 2021

Note
FY21

$m

FY20

$m

Change

%

Revenue

800.5

630.9

26.9

EBITA, before change in fair value of contingent consideration – Big Chill Distribution Limited (BCD) and other income & expenses (non-GAAP)

i.

130.5

97.8

33.4

Change in fair value of contingent consideration – BCD

(23.0)

-

Other income & expenses

-

(9.6)

EBITA

ii.

107.5

88.2

21.9

NPAT, before change in fair value of contingent consideration – BCD and other income & expenses (non-GAAP)

iii.

72.7

56.0

29.8

Change in fair value of contingent consideration – BCD

(23.0)

-

Other income & expenses, net of tax

-(8.6)

NPAT - GAAP

iv.

49.6

47.4

4.6

Basic EPS (cents) (before change in fair value of contingent consideration – BCD and other income & expenses)

43.9

35.5

23.7

NOTESi.

Operating profit before interest, tax

and amortisation, before change in fair val

ue of contingent cons

ideration – BCD and othe

r income & expenses.

ii.

Operating profit before interest, tax and amortisation.

iii.

Net profit after tax (NPAT), before change in fair value

of contingent consi

deration – BCD and other income & expenses.

iv.

Profit for the half year attributable to shareholders.

v.

GAAP – Generally Accepted Accounti

ng Principles (IFRS-compliant)

36

Financial Summary FOR THE YEAR ENDED 30 JUNE 2021

FREIGHTWAYS
GROUP

Note

Q1 FY22

$m

Q1 FY22

$m

Q1 FY22

$m

Q1 FY21

$m

Q1 FY21

$m

Q1 FY21

$m

Post NZ IFRS16

NZ IFRS16

adjustment

Pre NZ IFRS16

(non-GAAP)

Post NZ IFRS16

NZ IFRS16

adjustment

Pre NZ IFRS16

(non-GAAP)

Operating Revenue

203.1

-

203.1

211.7

-

211.7

EBITDA

(i)

45.5

(10.4)

35.1

49.4

(11.1)

38.3

EBITA

(ii)

31.6

(1.7)

29.9

34.8

(1.8)

33.0

NPATA

(iii)

19.9

0.7

20.6

21.1

0.7

21.8

NPAT

(iv)

18.1

0.7

18.8

19.2

0.7

19.9

NOTESi.

Operating profit before interes

t, tax, depreciation and amortisation

ii.

Operating profit before interest, tax and amortisation

iii.

Net profit after tax before amortisation

iv.

Net profit after tax

37

APPENDIX:(UNAUDITED)

EXPRESS PACKAGE & BUSINESS MAIL
Q1 FY22

$m

Q1 FY21

$m

Change

%

Operating Revenue

160.5

168.4

(4.7)

EBITDA (before NZ IFRS16)

28.0

30.2

(7.3)

A

dd: NZ IFRS16 adjustment

6.2

6.6

(6.1)

EBITDA (after NZ IFRS16)

34.2

36.9

(7.3)

EBITA (before NZ IFRS16)

25.1

27.3

(8.1)

A

dd: NZ IFRS16 adjustment

0.9

0.8

12.5

EBITA (after NZ IFRS16)

26.0

28.1

(7.5)

38

APPENDIX:RECONCILIATION OF PRE-NZ IFRS16 TO POST-NZ IFRS16 (UNAUDITED)

INFORMATION MANAGEMENT
Q1 FY22

$m

Q1 FY21

$m

Change

%

Operating Revenue

43.0

43.8

(1.8)

EBITDA (before NZ IFRS16)

9.0

9.9

(9.1)

A

dd: NZ IFRS16 adjustment

4.2

4.4

(4.5)

EBITDA (after NZ IFRS16)

13.2

14.3

(7.7)

EBITA (before NZ IFRS16)

7.1

7.9

(10.1)

A

dd: NZ IFRS16 adjustment

0.8

1.0

(20.0)

EBITA (after NZ IFRS16)

7.9

8.9

(11.2)

39

APPENDIX:RECONCILIATION OF PRE-NZ IFRS16 TO POST-NZ IFRS16 (UNAUDITED)

THANKYOU.
40

---

ANNUAL SHAREHOLDERS MEETING


A. CHAIRMAN’S INTRODUCTION


Slide 2. Freightways - 28 October 2021, Annual Shareholders Meeting


Slide 3. Mark Verbiest, Chairman


Shareholders and guests, welcome to Freightways’ Annual Shareholders Meeting.

I am Mark Verbiest and I am the Chairman of Freightways. I declare the meeting

open. The meeting has been duly convened and a quorum is present. The minutes

of last year’s meeting are held by the General Counsel and Company Secretary.

Today, given the current Covid alert level in Auckland, we are running this meeting

as a Virtual Meeting using the Computershare Online Meeting Platform. Welcome

to everyone joining us online wherever you are based. Again, due to the current

Covid alert levels around New Zealand, the Freightways Board of Directors and

Executive Team are joining from a variety of locations around the country.


Slide 4. How to ask questions


As this is the first time we have held our Annual Shareholders Meeting completely

online rather than as a physical and virtual hybrid, I’d like to specifically draw

everyone’s attention to the procedures for asking questions and for voting.


As set out in your virtual meeting guide, any shareholder or proxy attending the

meeting is eligible to ask a question. Please select the Q&A tab and the question

category, then type your question into the box at the bottom of the screen and

press 'Send'. Please note that while you can submit questions from now on, I will

not address them until the relevant time in the meeting. Please also note that your

questions may be moderated or if we receive multiple questions on one topic,

amalgamated together. Finally, due to time constraints we may run out of time to

answer all your questions. If this happens, we will answer them in due course via

email. Should you require any assistance using the Computershare Online

Platform, you can type your query and one of the Computershare team will assist

with the chat function and reply to your query. Alternatively, you can call
Computershare on 0800-650-034.


Slide 5. How to vote


When asked at the relevant time that resolutions are put, if you are eligible to vote

at this meeting, you will be able to cast your vote under the Vote tab. Once the

voting has opened, the resolutions will allow votes to be submitted. To vote, simply

select your voting direction from the options shown on screen. You can vote for all

resolutions at once or by each resolution. Your vote has been cast when the tick

appears. To change your vote, simply select ‘Change Your Vote’. You have the

ability to change your vote, up until the time I declare voting closed.

Voting today will be conducted by way of a poll on all items of business. In order

to provide you with enough time to vote, I will shortly open the voting for all

resolutions.

Persons attending the meeting, who are not shareholders, proxy holders or

corporate representatives of a shareholder, may not vote.

I now declare voting open on all items of business. The resolutions will now be

open in the vote tab, please submit your votes at any time. I will give you a warning

before I move to close voting.

I will remind everyone again of these two processes when we come to the

resolutions later in the meeting.


Slide 6. Agenda


I will now run through the structure of the meeting.


• I will begin with procedural matters, introduce the Freightways Board and some

of the executive team to you, and then summarise some of the Company’s 2021

highlights. I will then ask Mark Troughear, our Chief Executive Officer, to

provide an overview of the Company, an update on current trading performance
and a commentary on our outlook for the rest of the financial year.


• Questions about the performance of the Company will be addressed after the

close of the CEO’s presentation. Any questions related to formal resolutions

outlined in the Notice of Meeting will be dealt with when we consider those

resolutions.


• Following the CEO’s presentation and questions relating to the management of

the company, I will introduce the formal resolutions as outlined in the Notice of

Meeting and polls will be held in respect of them. The polls will be conducted

following the meeting.


• The Notice of Meeting, which includes the explanatory notes, was circulated to

all shareholders and I intend to take it as read.


Proxies have been appointed for the purpose of this meeting in respect of

approximately 70 million ordinary shares. As was indicated on the proxy form,

where proxy discretion has been given, the Directors, and I as Chairman, intend to

vote those proxies we have received in favour of the 6 resolutions set out in the

Notice of Meeting. I also note that as set out in the proxy form, directors standing

for election or re-election will abstain from voting discretionary proxies in respect

of their own appointment. As requested by the New Zealand Shareholders

Association, we will not disclose the voting of valid proxies received for each

resolution before shareholders vote today, and as usual we will declare the outcome

of the polls after the meeting on the NZX.


I would now like to introduce members of the Board and Management team joining

this call.


Slide 7. Board

Your Directors are:


• Abby Foote - Abby joined the Board in 2018 and is qualified in both law and

accounting. She brings to the Board over 12 years of governance experience, in

addition to time spent in senior management roles. Abby is currently Chair of Z

Energy and a director of Sanford Limited. It has also just been announced she

has joined the board of Kathmandu. Abby is retiring by rotation and standing

for re-election at this meeting.


• Fiona Oliver - Fiona is the newest Director on our Board, having been appointed

in July 2021, and she also stands for election today. Fiona brings a wealth of

experience from her executive career in the financial services sector. In New

Zealand, her roles included Chief Operating Officer of Westpac’s investment

arm, BT Funds Management, and General Manager of AMP NZ’s Wealth

Management division. In Sydney and London, Fiona managed the Risk and

Operations function for AMP’s private capital division. Prior to this, Fiona was

a senior corporate lawyer in New Zealand and overseas, specialising in mergers

and acquisitions. Fiona is a professional director, holding or having held

governance roles across a range of business sectors including renewable energy,

natural gas, technology, and financial services.


• Kim Ellis - Kim was appointed a Director in 2009, having spent 28 years in chief

executive roles in a number of sectors, including 13 years as Managing Director

of Waste Management NZ Limited. Kim is Chairman of Green Cross Health and

NZ Social Infrastructure Fund and has other directorships, including Port of

Tauranga. Kim will retire as a Director with effect from the end of this meeting

and I wish to personally and sincerely acknowledge and thank Kim for his

commitment to Freightways. He has been a great director representing your

interests.


• Mark Cairns – Mark was appointed to the Board in April 2021 and stands today

for election. Mark brings highly relevant experience to the FRE Board, having

been Chief Executive of Port of Tauranga, New Zealand’s largest and most

successful port, since 2005. He was previously Chief Executive of Toll Owens

Limited and Owens Cargo Company Limited. He has extensive experience in

logistics, infrastructure, contracting and significant exposure to capital markets.

Mark sits on a number of Boards, including Meridian Energy Limited and

Sanford Limited, and is the intended Chairman of 2 degrees if its IPO proceeds.


• Mark Rushworth - Mark was appointed a Director in 2015 and has extensive

experience in the technology sector, with a decade’s governance experience,

predominantly in the high tech and innovation space. He has widespread

operational and marketing experience. He spent 4 years on the senior executive

team of Vodafone NZ and has previously served as CEO of Pacific Fibre, iHug

and Paymark. Mark is currently CEO of private equity-owned UP Education.


• Peter Kean - Peter was appointed a Director in 2016, bringing to Freightways

many years of senior executive experience with the Lion group of companies in

both New Zealand and Australia. After retiring from Lion in 2014 he has

developed a career in governance. Peter is also a Director of Sanford Limited

and a number of private companies. Peter is retiring by rotation and standing for

re-election at this meeting.


• I was appointed a Director of Freightways in February 2010 and elected

Chairman in 2018. I am a lawyer by training and have widespread corporate

legal experience in private practice, having also spent over 7 years on the senior

executive team of Telecom NZ through until mid-2008, where among other

things I had executive accountability for two business units. I’m currently

Chairman of Meridian Energy and Summerset Group Holdings and a director

of ANZ Bank New Zealand. I intend to retire from the Board during next year,

as part of the Board’s succession plan. The Board is conscious of the need for
continuity of experience alongside Board renewal.

Also joining us today are:


• Mark Troughear, Freightways’ Chief Executive Officer, who was appointed to

the role of CEO in January 2018. Mark has been with Freightways in various

executive roles for approximately 25 years and has a comprehensive knowledge

of the group’s operations across all divisions in New Zealand and Australia.


• Stephan Deschamps, Freightways’ Chief Financial Officer. Stephan joined the

Freightways senior leadership team in the midst of the Covid-19 crisis in April

last year. Stephan has previously held a number of senior finance roles; most

recently as acting-CFO of Air New Zealand. Stephan also spent 14 years at

Fonterra, including 2 regional CFO roles in Latin America and China; and


The Company’s Auditors, PricewaterhouseCoopers, are represented here today by

Keren Blakey and Jack Worthington and the Company’s external legal advisors,

Russell McVeagh, are represented here today by David Raudkivi.


The Financial Statements for the year ended 30 June 2021 are set out in the

Company’s Annual Report that was released to shareholders in August. This year’s

Annual Report continues the practice of recent years in giving shareholders and

other interested parties a lot more information about what we do at Freightways.

Covid19 remained a significant factor during the year, both in NZ and in Australia,

although its impact on FRE was more limited in the Financial Year 21. In the

Annual Report, we provide information on how the Company was impacted and

how we have continued to respond. I would like to convey how impressed the

Board has been with the commitment of each and every employee and contractor

of FRE, who rallied to ensure our staff, customers, communities and shareholders

were all well looked after. We completed last year the acquisition of Big Chill

Distribution, which has been an outstanding success. FY21 was much about

consolidating this significant acquisition and giving time for our balance sheet to

return to stronger levels. The addition of the Big Chill team into Freightways has
been seamless.


The intent is to continually improve our reporting to you, our shareholders, on the

matters we think are most relevant to our business.


I would now like to speak briefly to some of the financial highlights of

Freightways’ 2021 year. I will then ask Mark Troughear to address you.


Slide 8. General highlights – Financials 2021


• FY21 saw very solid growth, both at top and bottom line. Our revenue broke

the $800m threshold, a 27% increase from last year. Part of this is due to Big

Chill being included for the entire year, but even without Big Chill, revenue

increased by 14%. This reflects the quality of services we offer, which has

allowed us to grow our market share, as well as the entrepreneurial nature of

our people across the business. This has led to new business opportunities, in

medical waste for example and recycling.

• Our margins also improved, with EBITA and NPAT both growing at or more

than 30% year-on-year. This excludes the impact of the accrual for the final

payment of the Big Chill acquisition.


So, let me explain the $23m accrual we made for Big Chill.


When Big Chill was acquired in April 2020, its value was estimated at $145m, and

80% [$116m] was paid upfront. The final 20% will be paid in August 2022, based

on the performance of Big Chill in FY21 and FY22. Because this performance has

been so much better than initially expected, we have had to revise upward what the

final payment will be, and we now expect it to be roughly $51m. This means we

need to accrue $23m more than we already had and to recognise this as a cost this

year in our P&L. But I want to stress that this only shows how well Big Chill is

doing, and was a non-cash cost in FY21- a positive issue to have.


Finally, in line with our formalised Capital Management Policy that I will cover

later, the Board set a final dividend of 18c, bringing the total dividend for the year

to 33.5c. This is 10% higher than the last full dividend we paid in FY19 and the

highest dividend of the last 15 years or so.


Slide 9. General highlights - 2021


Our performance has also benefitted our people. Thank to such initiatives as

Pricing for Effort, couriers have seen an increase in their remuneration of 8% year-

on-year on average. We also continue to invest in the safety of our people, and we

have seen a decrease of workplace injuries.


Beyond our current successes, we are actively planning for and investing in growth

areas and new business opportunities. We are continuing to invest in medical waste

in Australia (which we commenced in 2017) and in different initiatives of waste

recycling in NZ. Our in-house idea incubator which is called the Startery, has

assessed 32 different ideas, 5 of which are now being further developed.


Finally, FRE also wants to do the best for our communities and wider stakeholders.

We have committed to reducing the carbon emissions across our network by 50%

by 2035. We are also making good progress to reduce the use of fossil-based plastic

in our network.


Slides 10. – Capital Management Policy


As Freightways remains a very acquisitive company, the Board did further work

with Management to clarify its capital management policy, including the way we

set dividends.

Whilst we have not introduced any significant change, we have made the order of

priorities clearer.

Our primary objective is to optimise our cost of funds so that we target a credit
profile equivalent to a BBB-rated company. One of the criteria we use to assess

this is our net debt/EBITDA ratio that we want to maintain in a range of 2 times to

3 times.


This influences how we manage the company: if the ratio is closer to 3x, then our

focus will be on cash generation and debt repayment and could extend to reducing

capex. If it is getting closer to 2x, it means we are either preparing for acquisitions

or could consider a further return to shareholders. Corrected for non-cash

exceptionals, the ratio was at 2.4x at the end of FY21.

This will also guide how we set dividends:

- The first rule is that the dividend will be set at a level that does not challenge

our capital management objective

- We will also set the dividend at a level that we believe is sustainable over

time

- Taking these 2 items into account, we will aim to set a dividend around 75%

of the NPATA corrected for significant non cash one off items


I’ll now call on Freightways’ CEO, Mark Troughear, to address the meeting.


Slide 11. Freightways – Mark Troughear, Chief Executive Officer

B. CHIEF EXECUTIVE OFFICER’S REVIEW AND TRADING

UPDATE

Thankyou Mark.


Welcome to all shareholders joining us virtually for our 2021 ASM.


Also welcome those from the FRE team on the call and would like to express my

thanks to you and your teams for the outstanding work you have done over the past

year.


I’ll talk to a brief summary of;

- FRE Strategy including an update on two of our most recent investments

- Our high level ESG goals, and

- Provide a trading update for Q1 along with our outlook for the year


Slide 12. The Freightways Blueprint


FRE operates a number of businesses involved in picking up, processing and

delivering

These operations span express package, business mail, information management

and waste renewal (formerly secure destruction)


The core capabilities that underpin our success in these markets are;

- A focus on striving for efficiency: (100m items, 500m individual

movements)

- Delivering reliably for our customers – where accuracy is paramount

- Loving our customers – retaining their loyalty, understanding their needs –

both now and in the future, and

- Acting like entrepreneurs across all of our businesses activities, investing
money as if it were our own, constantly searching for new horizons of

growth


There are also 3 core principles that guide how we operate

- Taking ownership at every level of our business – by role, department,

branch and brand

- Thinking and acting commercially in all that we do – recognising our teams,

our customers, contractors and shareholders are all invested in this business

- Working as a family to support and develop each other


All of that helps us move you to a better place, career opportunities for our people,

growth in incomes for our contractors, helping our customer grow and achieve their

business goals, increasing returns for our shareholders.


Slide 13. Strategy


- Ensure we are pricing our services reflective of the effort required – to

generate a return and remunerate our contractors well. Our focus remains

on PFE for local, residential and large freight over the coming year.

- Enable SME eCommerce businesses by providing a suite of tools and

services to meet market need.

- Leverage our service advantage to pick-up market share in EP&BM. Our

latest transit tests have us performing by a margin of 50% better than our

nearest competitor (76% v 21% next day). This is assisting us gain market

share where the pricing makes sense, across our EP & BM

- Expand our Temperature-Controlled market share and develop our 3rd

Horizon of Growth in this market capitalising on the acquisition of

ProducePronto.

- Grow digital (BPO) services for Information Management clients in AU &

NZ.

- Execute our strategy to add high-value waste streams to our collection and
processing networks (SaveBoard, Medical Waste).

- Use The Startery to develop complementary services that provide Horizon

2 or 3 growth opportunities for our existing businesses. The Startery allows

us to do this in a structured way where data and customer feedback guides

our decision making rather than gut feel.


Slide 14. Strategy


ProducePronto

- Ownership from November 1, 2021

- Complementary to Big Chill

- Same day express delivery of fresh and frozen food to businesses and

convenience food outlets

- Growth pathway will leverage Big Chill and EP assets

- $10m purchase price with potential earn-out of up to $4m over 3 years

Saveboard

- Currently 22% shareholder increasing to 36% in March 2022 when AU set

up commences

- Converts packaging waste into building products

- Expected to produce first boards at the end of 2021

- 2 sites – Hamilton and Sydney

- Complementary to our Waste Renewal business which focuses on circular

economy solutions for high value waste streams


Slide 15. SDG Update


FRE approach to ESG has us target our work on those areas where we and our

stakeholders feel we can move the dial. As a result the 5 SDG’s presented on this

slide are our primary areas of focus.

- Health and safety in employment – injury reduction. The addition of a
dedicated GM of Safety, employing new technology to train & educate our

teams, monitor our progress. Significant focus on all of those who manage

people to constantly improve our approach to ensuring that our team get

home safely every day/night.

- Providing opportunities for career advancement and earnings improvement

for our staff and contractors

- Development of new adjacent business services which grow our revenues

and provide opportunities for our people

- Reduction of emissions with a target to reduce carbon emissions by 50% by

2035. We have developed our first science based targets, targeting a 50%

reduction in emissions by 2035. We have a strong track record in an industry

where there are few viable alternatives. We have successfully reduced

emissions by 5% yoy/unit and reported on those emissions since 2014. We

are confident there will be viable alternatives in another 3-4 years.

Freightways operate one of the most modern fleets in NZ for both small

vehicle and heavy transport. Our couriers update their vehicles on average

every 7 years. We are confident that with the increases in remuneration we

are providing through our fleets that will continue as viable EV technology

becomes available in NZ. Heavy transport will be a bigger challenge, but we

will monitor with interest the developments around BEV and Hydrogen over

the coming years. Our 50% reduction is achieved by a 100% change out of

the light vehicle fleet to EV by 2035.

- Reduction of plastic packaging waste by 70% over the coming year


Slide 16.

Q1 Trading Update (cover)


Slide 17. EP Item Growth YOY (Network Couriers Only)

The graph illustrates the growth in items for our network Express Package
businesses (consistent with previous presentations) over the first 15 weeks of

FY22.

The two lines show 2021 growth on 2020 and also on 2019 (pre covid). This period

traverses the lockdowns that began mid-August


Key points to note;

- The drop in overall activity was less severe than April 2020’s, level 4

lockdown

- The dark blue line illustrates the growth over a “normal” base year 2019 and

shows that over the last 4 weeks the businesses have been dealing with in

excess of 20% growth on that 2019 base – mix of market growth (eComm

in particular) and market share gains. 10%+ on 2020 volumes.

- Our Q1 results encompass the weeks 1-12 and so are naturally impacted by

the shaded period where level 4 lockdown was in force.

- Despite this expected impact on volumes the business has rebounded

strongly


Slide 18. EP B2C Growth YOY (Network Couriers Only)


This graph demonstrates the growth in B2C deliveries - deliveries to homes in

residential and rural areas.

The graph again gives reference to growth over last year and also 2019 (pre Covid)


Key points to note;

- While level 4 lockdown had a negative effect YoY the trend since the rest

of NZ eased out of level 4 restrictions has shown strong growth in B2C

(home delivery)

- Importantly these deliveries now attract our pricing for effort surcharge to

reflect the true cost of final mile delivery

- The trend over the past 7 weeks represents growth of 35% over 2020 and
growth of around 100% on 2019


Slide 19. Q1 Consolidated Performance - Unaudited


Our Q1 results reflect the following impacts;

1. One less week in FY22 than we had in FY21 as a result of FRE’s 4-4-5

accounting system

2. NZ’s level 4 lockdown

3. AU’s NSW and VIC lockdowns


As a result;

- Revenue was lower by 4.1%

- EBITA was lower by 9.2%

- NPATA was lower by 5.7% on the pcp


The EBITA impacts were;

- For the extra week was $2.1m

- For level 4 in NZ was estimated at $4.5m and

- For the AU lockdowns was estimated at $0.4m

A total impact of approximately $7.0m


Slide 20. Q1 Express Package & Business Mail Unaudited and excludes lease

accounting


- Freightways uses a 4-4-5 weeks accounting calendar. In the first quarter of

FY21, there was one extra week compared to FY22. Revenue and EBITA

are respectively $11.6m and $1.9m for the extra week.

- The New Zealand Covid Level 4 lockdown in August - September 2021 is

estimated to have resulted in EBITA that is $3.9m lower than the prior

comparative period.


Slide 21. Q1 Information Management - Unaudited and excludes lease

accounting


- Freightways uses a 4-4-5 weeks accounting calendar. In the first quarter of

FY21, there was one extra week compared to FY22. Revenue and EBITA

are respectively $0.8m and $0.2m for the extra week.

- The New Zealand Covid Level 4 lockdown in August - September 2021 is

estimated to have resulted in EBITA that is $0.6m lower than the prior

comparative period.

- The Australian Covid lockdown in the first quarter of FY22 is estimated to

have resulted in EBITA that is $0.4m lower than the prior comparative

period.


Slide 22. Outlook (cover)


Slide 23. Outlook


- While Q1 was affected by the level 4 lockdown in NZ and the continued

restrictions on businesses operating in both NZ and Australia we remain

confident that we will achieve earnings growth for the company in FY22.

- We have been encouraged by the increase in volumes driven by eCommerce

activity and market share gains in Express Package as NZ has moved into

level 3 and below.

- We are also pleased with the growth in Medical Waste in Australia and while

we expect that to ease as the situation in Victoria improves it should occur

at the same time as businesses reopen in Melbourne and Sydney CBD’s -

restoring activity for our information management and document destruction

services.

- We remain conscious that even the best laid plans can be influenced by

macro factors that we are less able to control:

> A tight labour market putting upward pressure on labour costs,
> Current and potential lockdowns in AU & NZ,

> A constrained supply chain which could continue to disrupt the flow

of goods coming into NZ and ultimately impact the volumes we

receive from our customers.

- We will continue to review the portfolio of services we provide with a view

to delivering superior long-term value to shareholders through short,

medium and long-term initiatives.

- The company will continue to consider acquisition opportunities that are

complementary to our existing operations and capabilities.

I'd like to once again thank our teams of staff and contractors who have contributed

to a successful year for FRE.

In closing I would like to extend Management's congratulations and thanks to Kim

Ellis for his fine term at FRE as a Director.

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