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NZK FY22 Annual Report

Annual Report1 May 2022NZKConsumer Staples

ANNUAL REPORT
2022

Contents
Chair & CEO Report ..........................3

Results at a Glance ..........................6

Farming in Balance .........................10

Sustainability ................................15

Highlights .....................................21

Leadership ....................................31

Financial Statements ......................34

Ōra King salmon by Shaun Clouston of Logan Brown, Wellington

NEW ZEALAND KING SALMON2ANNUAL REPORT FY22

JOHN RYDER
Chair

GRANT ROSEWARNE

Managing Director & CEO

The 2022 financial year has been

challenging for the company due to

issues with the wider environment,

including increased mortalities and

the ongoing Covid-19 pandemic.

This has caused us to reassess our

strategies to create a more secure

platform for future expansion. The

company is undergoing a capital

raise to strengthen its balance sheet

and we are initiating structural

changes to our farming model to

combat rising fish mortalities. We are

confident these initiatives will put us

on a better footing and we remain

positive about the future.

Chair &

CEO Report

FINANCIAL UPDATE*

The main aspects of our financial

results were as follows:

• Net loss after tax of $73m, following

a difficult year including an increase

in sea farm mortalities, continued

freight headwinds and impairments

to plant, equipment and intangibles.

• Sales volumes increased from

6,380mt FY21 (12 months) to 7,672mt

FY22 (an increase of 20.3%).

• Revenues increased from $152.3m

FY21 (12 months) to $174.5m FY22

(an increase of 14.6%).

• Mortality event in January 2022

increased mortality cost by $4.7m

(29%) from $16.1m in FY21 (12

months) to $20.8m.

• Pro-forma EBITDA for FY22 was

$6.7m, a decrease of $8.8m (or

56.7%) on FY21 (12 months) of

$15.5m. This result includes $13.5m

of forex close-outs included in

other income.

• Following an annual impairment

test, $59m of impairments have

been recognised across Goodwill

($39m) and plant, equipment, and

intangibles ($20m).

Ongoing supply chain disruptions,

soaring freight charges and fish

mortalities continue to impact our

business. Freight costs on a per kg

basis increased during FY22 due to

ongoing disruptions to the global

logistics environment. Our hospitality

customers also continue to be affected

by lockdowns and social disruptions.

*As the FY21 result is for a 7-month period following the Group’s change in balance date from June to January, the FY21 numbers have been restated in this commentary to reflect a prior comparable period of 12-months.

NEW ZEALAND KING SALMON3ANNUAL REPORT FY22

GOVERNMENT SUPPORT
It was heartening to see the Government

acknowledge some of the reasons for our current

difficulties in a media release (8 February 2022) when

Minister David Parker said our situation was a ‘sharp

reminder that resource management system reforms

are needed to deliver better management

for aquaculture.’

The release went on to say: `The reforms we are

putting in place will deliver a planning system that

provides for growth in the sector, sets environmental

standards that ensure sustainable practices, and

delivers processes that enable adaptation to a

changing environment.

We will also ensure a fair return to New Zealanders

through the use of marine space for marine farming.

The changes will ensure that none of these benefits

come at the expense of sustainability.

We have one of the world’s largest Exclusive Economic

Zones, with a marine area more than 15 times

larger than New Zealand’s land area. That means

we can gain the benefits of a thriving, sustainable

aquaculture sector while allocating a relatively small

part of our marine environment to marine farming.’

Continued support from the New Zealand

government is vital to achieving our future farming

objectives and our national goals for aquaculture.

EQUITY RAISE

Due to the current trading uncertainties and to take

the company through to its next expansion phase,

the Board has decided to undertake an equity raise

in the form of a pro rata renounceable rights offer.

Post the rights offer, the company will have no net

bank debt and liquidity of $13.2 million, providing

significant flexibility as we transition our farming

model and navigate the ongoing impacts of the

Covid-19 pandemic.

MORTALITIES

Unusually early elevated seawater temperatures were

a major factor behind high mortality rates, with the

marine heatwave during summer associated with a

La Niña event, resulting in a $20.8m negative impact

on profitability.

The company has traditionally farmed salmon all

year round in the Pelorus and Queen Charlotte

Sounds, as well as Tory Channel, in the Marlborough

Sounds. The bulk of mortalities have occurred when

farming through the summer in the Pelorus or

Queen Charlotte Sounds. To combat the continuing

effects of climate change, we plan to fallow three

farms in the Pelorus Sound. This will result in reduced

harvest volumes but lower mortality and associated

costs, thereby giving us a more stable, predictable

operation. These measures will result in a forecast

decline in production in FY23 and FY24 to 5,700 and

6,500 tonnes respectively, with a 200-tonne predicted

increase in 2025. This reduction in output will be

partially offset by a rigorous review of overheads and

a downsizing of the company.

The hearing for our open ocean Blue Endeavour

application, 7km north of Cape Lambert in the Cook

Strait, is due to be completed at the end of April and

we are hopeful for a decision mid-year. This project

is expected to have multiple benefits including an

increase in scale of operations, reduction in operating

costs and improvements in fish health.

If Blue Endeavour is approved, the three fallowed

farms in the Pelorus Sound will be used as nursery

sites for nine months of the year, representing

an efficient use of assets, capital and resources.

The application is aligned with the Government’s

Aquaculture Strategy which was launched in late 2019

and now has an accelerated objective of the industry

achieving $3 billion in revenue by 2030.

NEW ZEALAND KING SALMON4ANNUAL REPORT FY22

BUSINESS UPDATE
Our Tentburn freshwater facility near Christchurch is

part way through a three-phase upgrade project. The

newly built ‘First Feeding Facility’ is now operational,

in addition to a new incubation room which will

enable lower stocking densities. We continued to

upgrade and invest in infrastructure across seawater;

construction is underway on a new feed barge called

Kai Hāmana for our Clay Point farm in the Tory

Channel, while Blenheim-based engineering firm

Cuddon has been building new pens for our Otanerau

farm in the Queen Charlotte Sound.

Our strong brands continue to add value. As part of

our brand diversification, we celebrated the launch of

Ōra King Keiji. Based on the prized Japanese Keiji, this

is a premium sashimi or plate-size salmon enjoyed

for its sweet flavour and delicate texture. We also

launched our Ōra King documentary globally, in order

to tell our unique story during the pandemic. This was

well received by chefs and customers. A noted success

was receiving two awards for Regal Double Manuka

Wood Roasted King Salmon at the prestigious

sofi™ Awards in North America. We also launched

a new Regal dip into the New Zealand market and

our smoked salmon is now listed in Coles, a major

supermarket chain in Australia.

Underpinning our business is a commitment to

sustainability and ocean health. We continue to

implement sustainability actions across the business

including packaging improvement, waste to landfill

reduction and minimisation of water/energy usage.

In addition to working with independent global

organisations to achieve rigorous third-party

certifications, we have also completed a double

materiality study. This study assessed both financial

and impact materiality, to highlight the highest

priority issues for the business to address in the

medium-long term. Key findings included ‘innovating

to lower environmental impacts’, ‘protecting against

the physical impacts of climate change’, ‘growing

the potential of NZ aquaculture’, and ‘safeguarding

our oceans’. To standardise reporting on carbon and

other key environmental criteria for salmon farming,

we published a third-party approved and verified

Environmental Product Declaration (EPD) which was

the first food EPD published in Australasia.

SUMMARY

The Board and Management are deeply

disappointed with the results for the year

and the significant mortalities experienced.

However, we remain optimistic about the

future. Our efforts to identify and counter

the factors that aggravate the climate effect

on our King salmon have been increased.

Concurrently, we will focus on sustainable

farming practices that utilise optimal available

waterspace. Blue Endeavour provides further

opportunity for a sustainable increase to our

scale and value proposition. In the interim, we

are taking steps to fortify our balance sheet

and set a strong foundation for the future.

Our company remains the world’s largest

producer of the premier King salmon species

with brands that continue to attract premium

prices across the globe. The enduring strength

of market demand is comforting, and we are

confident in our ability to continue having a

successful business and reward the support

and loyalty of our stakeholders.

The Board would like to take this opportunity

to acknowledge and thank the entire New

Zealand King Salmon team for demonstrating

resilience and unwavering commitment during

a challenging warmer summer, in addition to

the Covid-19 disruptions. Our team members

have enabled us to navigate turbulent times

and their contributions have been outstanding.

We would also like to thank our stakeholders –

including our shareholders and customers,

who have continued to support us throughout

the year.

JOHN RYDER

Chair

GRANT ROSEWARNE

Managing Director & CEO

NEW ZEALAND KING SALMON5ANNUAL REPORT FY22

RESULTS AT
A GLANCE

Chair & CEO Report

Highlights

Farming in Balance

Leadership

Financial Statements

Sustainability

NEW ZEALAND KING SALMON6ANNUAL REPORT FY22

Salmon Bites
REVENUE OF

million

$

174.5

L O C A L

SHAREHOLDERS

306

LOCAL SUPPLIERS

771

OF WASTE

COLLECTED OVER

OVER BEACH

CLEAN-UPS

136

kg

33

KILOMETRES

ACROSS

ELECTRIC VEHICLES

4

139,613

OF PACKAGING

IS CURRENTLY

REUSABLE,

RECYCLABLE OR

COMPOSTABLE

55%

$

6.7

PRO FORMA

OPERATING

EBITDA

TONNES

HARVESTED

7, 3 82

FEED CONVERSION

RATIO

1.87

BAP CERTIFIED

star

4

ENVIRONMENTAL

PRODUCT

DECLARATION

FOR KING SALMON

1st

NEW ZEALAND

EXPORT

40%

60%

PRO FORMA

NET PROFIT/(LOSS)

AFTER TAX

million

($55.7)

million

TOTAL SALES

NEW ZEALAND KING SALMON7ANNUAL REPORT FY22

Commencement
of our first full

financial year with

new balance date

Harvest volumes

reduced to

increase fish

size and rebuild

biomass

Our first internal

engagement

committee is

established

Land and

buildings adjacent

to our Nelson

processing

facilities are

purchased with a

view to expanding

our value-added

operations

Developed our

first Modern

Slavery Statement

Ōra King

documentary

launched globally

Regal Double

Manuka Wood

Roasted King

Salmon awarded

the top honour

in specialty food

category with

two wins at sofi™

Awards in North

America

GM Food Safety

& Quality

receives MPI’s

2021 ‘Significant

Contribution to

Food Safety’ award

Rolled out

an internal

communications

app to team

members

Launched an

internal Go

Green Fund for

team member

involvement in

sustainability

New team

member talent

referral policy

introduced

New performance

management

system is rolled

out to team

members

Vitamin D

supplements

distributed to

night shift team

members

Published our first

Environmental

Product Declaration

The first of the

Regal dips range is

launched in NZ retail

Pilot recycle bin

system is introduced

at Head Office

King salmon product

is donated to Top of

the South healthcare

vaccination teams

Te Reo online

learning platform

rolled out to selected

team members

Carol Chen is

appointed as a

Non-Executive

Director on our

Board

Signed the Oceans

for Climate

Declaration

Annual team

survey results show

a positive increase

in engagement

Regal Maple Smoked

King Salmon wins

the Supreme Taste

Award from the

International Taste

Institute, Belgium

We publish our first

comprehensive

Covid-19 policy and

procedures as NZ

moves to red in the

traffic light system

FEB

MAR

APR

JUN

AUG

DEC

OCT

MAY

JUL

SEP

NOV

JAN

2021

2022

Our Year in

Summary

Omega Innovations

team moves

into dedicated

premises and

commences treats

manufacturing

and packing

BAP 4-star

certification achieved

Internal Go1 Training

platform introduced

to enhance team

member development

GM Food Safety &

Quality receives a

‘Longstanding Service

Recognition’ from

Seafood New Zealand

NEW ZEALAND KING SALMON8ANNUAL REPORT FY22

*
Performance

Highlights

KEY DRIVERS

• Movement away from single year class farming

model and higher sea farm mortalities

• Clearance of excess frozen whole fish inventory at

discounted prices (excess inventory occurred due to

Covid-19 disruptions in FY21)

• Continually elevated freight costs

• Early close out of FX contracts in 1H22

• Impairments of $59m across Goodwill ($39m) and

plant, equipment, and intangibles ($20m)

FISH PERFORMANCE

Fish performance continues to be a key focus for the

business, changes to the farming model are required

to ensure our sustainability over the long term.

• Warm waters during the summer period continue to

heavily impact mortality

• Performance outside of the key summer period

continues to be strong across all farms

• Significant investments in fish health have not

materially helped to prevent summer mortality

issues to date

• FY22 saw significant learnings in this area, further

developments have occurred with the first rollout of

a new autogenous vaccine as part of our ongoing

immunisation programme

GROUP FINANCIAL PERFORMANCE

Pro-Forma

*

GAAP

NZ$000sFY22FY21

2

% Chg.FY22FY21

*

% Chg.

Volume Sold (t)7,672 4,109 87%7,672 4,10987%

Revenue174,53095,23983%174,53095,23983%

Gross Margin21,56320,3816%12,74314,153-10%

Gross Margin %12%21%7%15%

EBITDA6,6989,963-33%(15,593)(2,009)676%

EBITDA %4%10%-9%-2%

EBIT(60,935)4,975-1325%(84,973)(7,978)965%

NPAT(55,715)2,347-2473%(73,202)(7,079)934%

BIOLOGICAL PERFORMANCE

1

FY18FY19FY20FY21FY22

G&G Harvest Volume (t)8,3747,5827,5997,8057, 3 8 2

Average G&G Harvest

Weight (kg)

4.224.403.774.553.50

Feed Conversion Ratio (FCR)1.821.801.721.811.87

Closing Livestock Biomass6,3877, 0 267,0146,8646,015

Feed Cost ($ / Kg of feed)2.242.382.522.492.39

NZ$m

PRO FORMA

OPERATING EBITDA

0

5

10

15

20

25

30

26.2

25.2

25.1

10.0

6.7

FY18

(Jun)

FY19

(Jun)

FY20

(Jun)

FY21

(7 mths

to Jan)

FY22

(Jan)

PRO FORMA NPAT

NZ$m

-60

-50

-40

-30

-20

-10

0

10

20

14.5

12.9

11.2

2.3

FY18

(Jun)

FY19

(Jun)

FY20

(Jun)

FY21

(7 mths

to Jan)

FY22

(Jan)

-55.7

1. Financial years have been restated to 1 February – 31 January,

2. The FY21 result is for a 7-month period following the Group’s change in balance date from June to January

*Certain financial information included in this report is non-GAAP financial pro-forma basis. The pro-forma adjustments are described in the Appendix on page 103.

NEW ZEALAND KING SALMON9ANNUAL REPORT FY22

FARMING IN
BALANCE

Results at a Glance

Highlights

Leadership

Chair & CEO Report

Financial Statements

Sustainability

NEW ZEALAND KING SALMON10ANNUAL REPORT FY22

Blue Endeavour
IN SUMMARY

• A new open ocean salmon farm in the Cook

Strait, the first of its kind in New Zealand

• Expansion of employment opportunities in Te

Tau Ihu (Top of the South)

• Developed in conjunction with independent

scientists to meet strict environmental

standards

• A sustainable and low-impact method of

producing healthy, nutritious protein

• A key contributor to achieving the

Government’s aquaculture strategy target of

$3 billion by 2030

• Learn more about Blue Endeavour by watching

our video online

REVENUE

PER

YEAR

million

$

200

SURFACE

HECTARES

OF FARM

SPACE

12

OF SALMON

PRODUCED

PER YEAR

tonnes

10,000

NORTH OF THE OUTER

MARLBOROUGH SOUNDS

7

km

OUR PROPOSED OPEN OCEAN KING SALMON FARM

Currently all salmon farms in New Zealand are inshore and close to land. To achieve sustainable

growth, farming in the open ocean is the next step. New Zealand’s exclusive economic zone in the

ocean is more than 15 times larger than our land area which presents significant potential.

We have spent over four years researching and planning with industry experts to develop an open

ocean salmon farm which we have named Blue Endeavour.

FY22 has been a year of significant milestones for our Blue Endeavour project with the application

hearing underway. We expect a decision from the independent commissioners in the first half of

FY23 as to whether consent will be granted to farm King salmon in the open ocean.

NEW ZEALAND KING SALMON11ANNUAL REPORT FY22

Three-day extension
to the independent

commissioners hearing

is held

Awaiting independent

commissioner’s

decision post

hearing completion

Blue Endeavour:

A Year of Significant Progress

External aquaculture

partner completes all

engineering plans for

farm infrastructure –

barge design, net type,

pen sizes, mooring plans

Independent ecological

survey on wider

open ocean area for

assessment of horse

mussels

Comprehensive training

plan complete for open

ocean team members

Proactive

communication

with individuals

and organisations

who opposed our

application via a

formal submission to

Marlborough District

Council (MDC),

advising them of our

openness to engage

and discuss

their concerns

Scale models

completed in

Norwegian wave

tanks by external

aquaculture

engineering

partners, confirming

proposed open ocean

farm infrastructure

can cope with

conditions at the

Blue Endeavour site

Final independent

science reports for

the Blue Endeavour

site complete

Blue Endeavour

workshops and

consultations carried

out with opposing

submitters to

work through their

concerns, including

a technical

workshop with

independent experts

Blue Endeavour

operations and

production model

signed off by NZKS

Board of Directors,

including freshwater

production planning

and harvest

operations

Revised open ocean

farming application

is lodged with MDC

Consultations

with local iwi take

place to work

through our revised

Blue Endeavour

application and

address any concerns

Norwegian company

commissioned to

design a well-boat

for fish transfers

to and from Blue

Endeavour

Successful sea farm

trial of single net

system for Blue

Endeavour

NZKS evidence

covering all aspects

and effects of

Blue Endeavour is

submitted to MDC

ahead of the hearing

Letters sent to all

individuals and

organisations who

supported or opposed

our open ocean

application via a

formal submission to

MDC, advising them of

the impending hearing

and providing more

information about

the project

Five-day hearing with

three independent

commissioners held in

Blenheim, a three-day

extension is required

Q1

Q2

Q3

In addition to extensive preparation for the application

hearing, our operational focus in FY22 has been to ensure

our inshore farms are open ocean ready.

Q4

NEW ZEALAND KING SALMON12ANNUAL REPORT FY22

Aquaculture Operations
FRESHWATER

Our three freshwater facilities

located throughout the South Island

collectively breed, hatch and grow

smolt for our seawater operations.

This year the focus was on upgrades

to our Tentburn hatchery near the

mouth of the Rakaia River in South

Canterbury.

We are part way through a three-

phase project to upgrade facilities at

Tentburn. The newly built ‘First Feeding

Facility’ is now operational with fish

due to enter the facility in early FY23.

Each of the 15 tanks are equipped

with an oxygen cone to optimise the

amount of oxygen in the incoming

water. Before entering the oxygen cone,

water is pumped through a bespoke

SEAWATER

Our nine Marlborough Sounds farms

are situated in the Tory Channel,

Queen Charlotte Sound and

Pelorus Sound.

We have continued to upgrade and

invest in infrastructure during FY22.

Construction is underway on a new

feed barge called Kai Hāmana for Clay

Point in the Tory Channel. This purpose-

built vessel will hold up to 320 tonnes of

feed and is being fitted with a floating

boarding platform making loading

materials much easier.

We have also commissioned a new net

cleaning vessel called Ika Mā, which

includes a remote operated, state of

degasser device improving cost

efficiency and reducing the amount

of oxygen required.

The new incubation room is also

operational. Eggs are hatched using

smaller fibreglass hatching baskets

allowing lower stocking density during

incubation and simplifying the picking

process. A newly designed aluminium

frame that allows young fish to move

freely has significantly improved

efficiency and survival.

Previously unused harvest ponds have

also been refurbished and fitted with

screens and dam boards. They are

now fully operational, with capacity

for 5500kg of biomass, taking pressure

off raceways. These ponds have the

potential to hold and grow stock for

our Omega Innovations division.

the art net cleaner. This cutting edge

technology is a first for NZKS and will

increase our net cleaning efficiency and

capacity. Both Kai Hāmana and Ika Mā

are scheduled for delivery mid FY23.

Blenheim-based engineering firm

Cuddon have been building four new

40mx40m pens for our Otanerau farm

in the Queen Charlotte Sound. This

project has helped provide work for

Cuddon’s 12 apprentices and the NMIT

and Marlborough Boys’ College work

experience programmes. Our teams

have been preparing the old pens for

dismantling after which local marine

and engineering company Picton

Manufacturing will gas cut them for

re-use or recycling.

NEW ZEALAND KING SALMON13ANNUAL REPORT FY22

FISH WELFARE
Our salmon are treated to the highest

standards of care with fish health

and wellness a priority.

Our Fish Welfare team have

successfully implemented two new

vaccines as part of our immunisation

programme during FY22.

Developed in conjunction with world-

leading fish health scientists, they have

been tailormade for our King salmon

and focus on disease prevention and

improved resilience in seawater.

Our team of specialists immunise

approximately 2.7 million fish each year

by hand while they are young, before

they are transferred to seawater.

Working collaboratively with research and

development partners is key to ongoing innovation

and development of solutions in our industry. During

FY22 we continued partnerships with the Cawthron

Institute, Massey University, the Ministry of Primary

Industries, NIWA and New Zealand-based diagnostic

laboratory Gribbles on projects to learn more about

biofouling, King salmon nutrition, spinal curvature

and husbandry in recirculating aquaculture systems.

The team have also introduced a new

bath treatment for eggs to proactively

manage fungus and a hormone

treatment to improve spawning

success in broodstock.

NEW ZEALAND KING SALMON14ANNUAL REPORT FY22

SUSTAINABILITY
Farming in Balance

Highlights

Leadership

Results at a Glance

Chair & CEO Report

Financial Statements

NEW ZEALAND KING SALMON15ANNUAL REPORT FY22

Our Material
Sustainability Issues

Over the past 12 months we have worked with

key internal subject matter experts, the Board

and Senior Leadership team, in addition to

industry experts to identify and rank the material

sustainability issues that are facing

our organisation.

DOUBLE MATERIALITY:

Environmental, Social & Governance (ESG) risks

and opportunities have financial consequences, so

we have identified our sustainability issues that are

material from both an impact and financial sense.

We are amongst the first cohort of companies

globally to implement double materiality into our

corporate strategy and disclosure.

In line with previous materiality research, our most

material issues remain centred around our core

mission of growing high quality King salmon, whilst

respecting the environment and the communities we

live and work in.

The findings also highlight the need to build closer

relationships with our key partners to enhance

our journey to the next stage of open ocean

farming, including advocacy for enabling regulatory

environments.

In addition to mitigating against the effects of

climate change in our existing operations, a proactive

sustainability approach to improving our performance

is an important part of future business strategy.

Both ‘impact’ and financial materiality

Innovating to lower environmental impacts (ENV)

Protecting against the physical impacts of climate

change (CLI)

Growing the potential of NZ aquaculture (NZAQ)

Positioning ourselves for an enabling regulatory

environment (REG)

Building openness, trust and accountability in our

relationships (REL)

‘Impact’ Financial materiality

Navigating possible sources of competition

(COMP)

Evolving expectations in destination markets

(DEST)

Managing geographic and supply chain

constraints (GEO)

Financial materiality

Safeguarding the oceans (OCNS)

Taking care of our people (PPL)

Sustainability topics

Strengthening cyber security (CYBR)

Protecting against modern slavery (MDS)

‘Impact’ materiality

Sustainability topics which reflect

NZKS’ significant impacts on the

environment, the economy, or people.

OCNSPPL

Sustainability topics to monitor

MDSCYBR

Financial materiality

Sustainability topics

which create or erode

NZKS’ enterprise value.

CLI

NZAQ

REG

REL

ENV

COMPDESTGEO

Fulfilling salmon aquaculture’s potential

as a positive force for people and planet

We view tackling our materiality findings as

an exciting opportunity for growth and have

updated our sustainability strategy to reflect

our priority areas.

NEW ZEALAND KING SALMON16ANNUAL REPORT FY22

Reducing our impact
through climate action

Feeding the world with

a low impact, high

nutrition protein

Applying circular

thinking in everything

we do

Enhancing the


livelihood and well-being

of our teams

Caring for water


in our region

Contributing to

prosperity within our

community

P

E

O

P

L

E

P

L

A

N

E

T

C

r

e

a

t

i

n

g


a


R

i

p

p

l

e


o

f


C

h

a

n

g

e

NEW ZEALAND KING SALMON17ANNUAL REPORT FY22

Creating a Framework
for the Future

The risk climate change poses to our business is

fast becoming one of the most critical issues our

organisation faces. Climate change has already

directly impacted our operations with warming

regional seas, floods and drought. In recent

years, we have experienced a significant cost in

mortality and downgrades associated with warmer

temperatures at sea farms.

Whilst salmon is naturally a low impact, high

nutrition protein, we still have a responsibility to

understand our own footprint and how we can

continue to reduce our impact. FY22 has been a

year of gathering operational data from across

the entire business and establishing baselines for

our climate-related benchmarking, this will allow

us to move towards more quantifiable targets and

focused actions in future years.

In parallel, there are increasing mandatory

non-financial and financial reporting requirements

relating to climate risk being put in place

worldwide. We are now preparing to report under

the impending TCFD guidelines for NZX listed

companies.

The Government Aquaculture Strategy 2021

Implementation Plan 13 also reinforces the

expectation for climate action in our sector,

highlighting repeatable methods of measuring

environmental performance as a primary outcome

requirement for ocean farming approval.

SUSTAINABILITY ACTIONS

Our commitment to the ten

principles of the UN Global Compact

New Zealand King Salmon is a participant in the

United Nations Global Compact, established to

drive business awareness and action in support

of achieving the UN’s Sustainable Development

Goals by 2030. The Global Compact encourages

participants to adopt a principles-based

approach to doing business more sustainably.

This means operating in ways that, at a

minimum, meet fundamental responsibilities in

the areas of human rights, labour, environment

and anti-corruption.

Our aim is to continuously incorporate the

Ten Principles of the UN Global Compact into

strategies, policies and procedures, fulfilling

our basic responsibilities to people and planet,

but also setting the stage for more detailed

sustainability work in our own industry.

To independently verify our sustainable

operating practices, we are regularly

audited and assessed by expert third-

party organisations. Towards the end

of FY22 we made the decision to exit

from the pilot ASC programme in

order to focus our efforts on the more

suitable BAP certification.

Recognising

Sustainability

NEW ZEALAND KING SALMON18ANNUAL REPORT FY22

Task Force on Climate-Related
Financial Disclosures (TCFD)

A climate disclosure gap assessment was conducted using the TCFD

framework to assess our readiness to disclose. Where gaps were detected in

our approach to climate, potential next steps have been identified with some

key milestones addressed in FY22.

Climate Disclosure

Gap Assessment

GOVERNANCEMETRICS AND TARGETS

STRATEGYRISK MANAGEMENT

Future Focus

The NZKS board

and management

are clear, confident

and accountable

on the risks and

opportunities of

climate change for

the company.

Future Focus

NZKS has

robust and

consistent

processes

in place to

identify, assess

and manage

climate

risks and

opportunities.

Future Focus

Our climate risks

and opportunities

are identified and

their potential

financial, strategic

and operational

impacts on the

company are well

understood and

integrated into

our strategy. Our

understanding

encompasses the

short, medium

and long term and

multiple climate

scenarios.

Future focus

NZKS has metrics

and targets in

place to measure,

manage and pursue

our most important

climate risks and

opportunities.

Next Steps

Embed a

more mature

understanding

of, and clearer

accountability for,

the company's

climate risks and

opportunities.

Milestones

ESG Leadership team

formed. Executive

workshops held with

senior management

& Board of Directors

educated around

TCFD. Board Risk

Committee has been

further developed to

include sustainability

and corporate social

responsibility.

Milestones

We have commenced

the process of

familiarising the

business with our

climate risks and

opportunities, and

we are preparing to

integrate these into

our standard risk

management approach,

including assigning

responsibility for

monitoring individual

risks and opportunities.

Milestones

Benchmarking peer

disclosures complete

prior to developing our

own metrics.

Milestones

Commenced

the process of

reviewing, expanding

and prioritising

climate risks and

opportunities at

Board level.

Next Steps

Develop a

systematic

approach to

monitoring

and managing

climate risks and

opportunities.

Next Steps

Ensure our

business strategy,

operations and

financial planning

reflect and

account for the

potential impacts

of our climate risks

and opportunities.

Next steps

Establish strategic

metrics and

targets to monitor

and manage

climate risks and

opportunities.

NEW ZEALAND KING SALMON19ANNUAL REPORT FY22

Our Lifecycle Analysis (LCA) completed in FY20 identified the
three main sources of carbon emissions for our organisation as:

1. Feed Conversion Ratio

2. Feed Composition

3. Air Freight

Increased efficiencies in these areas continue to be a focus for

us, however, when benchmarking against other salmon farmers

globally, it was highlighted that LCA results are not always

comparable due to inconsistent LCA methodology.

Therefore, in FY22 we led the way in creating a standard, credible,

consistent method for the global salmon industry to measure its

environmental footprint.

We collaborated to create the world-first Product Category Rules

(PCR) for global salmon production.We then used the PCR to

develop our first Environmental Product Declaration (EPD).

An EPD assesses a product across a range of environmental

indicators, including its potential to emit carbon and deplete

natural resources. As EPDs are verified by an independent third-

party, they are a reputable, trusted source of information and can

be benchmarked against other EPDs.

We are the first food company in Australasia to complete an EPD

and the first King salmon company globally.

View our EPD online here.

A Verified Measurement

for Climate Impacts

APPLYING CIRCULAR

THINKING IN EVERYTHING

WE DO

We have always strived to achieve

100% usage of our salmon. We are

closest to achieving this goal in our

processing environment where 97% of

our fish is utilised. However, we believe

there are further opportunities to

achieve 100% salmon usage across the

wider business. We expect the definition

of this goal to expand in future as

we gather further data and explore

the environmental and technological

challenges we face.

UpstreamCore

142536

Downstream

Eggs

Freshwater

grow-out

SeawaterProcessing

PackagingDistribution

100% SALMON USE: LIFE CYCLE STAGES TO CONSIDER

NEW ZEALAND KING SALMON20ANNUAL REPORT FY22

HIGHLIGHTS
Sustainability

Leadership

Farming in Balance

Results at a Glance

Chair & CEO Report

Financial Statements

NEW ZEALAND KING SALMON21ANNUAL REPORT FY22

People, Culture
& Community

OUR PEOPLE & CULTURE

Our people are the key to our success. We recognise

the need to attract and retain great talent,

continually supporting them in their professional

and personal development. Creating an engaged

workplace and ensuring the health, safety and

wellbeing of our team members is paramount to this.

We have concentrated our efforts in FY22 to

create engagement initiatives that align with our

newly established wellness pillars and strategy.

I

n

v

o

l

v

e


&


I

n

c

l

u

d

e


M

e

R

e

s

p

e

c

t


&


V

a

l

u

e


M

e

G

r

o

w


&


E

n

a

b

l

e


M

e

Body

Fitness

Physical Health

Nutrition

Mind

Mental health

Spirituality

Engagement

Environment

Environmental

Health

Community

Culture

Growth &

Development

Development

Motivation

Career Paths

The global pandemic has affected all areas of our

organisation, including our team members and

organisational culture. Our aim is to ensure maximum

safety of our people whilst respecting their individual

rights, however, this must be closely balanced with

maintaining effective operations. Over 90% of our

team members are double vaccinated and we have

introduced a rapid antigen test policy.

We continue to conduct regular risk assessments

and review the requirement for team member

vaccination in line with government and industry

recommendations. We are prepared for the

pandemic-related challenges we will face in FY23 and

are confident in our risk based, targeted approach

which will be supported by the dedication of our

team members.

LTIFR 16

36% REDUCTION FROM FY21

DONATED TO

CHARITY

THROUGH

OUR PEER

RECOGNITION

SCHEMES

$

3250

NOMINATIONS IN OUR

PEER RECOGNITION

SCHEMES

501

RECEIVED

BY TEAM

MEMBERS AS

PART OF OUR

NEW TALENT

REFERRAL

POLICY

$

2800

TEAM

ENGAGEMENT

SCORE OF

UP FROM 73

IN FY21

78

HOURS OF NON-OPERATIONAL

TRAINING COMPLETE BY TEAM

MEMBERS

OVER

5353

A NEW COMPREHENSIVE

COVID-19

RESPONSE

PLAN

LAUNCHED

SUSTAINABILITY ACTIONS

Go Green Fund

In June we launched the Go Green Fund, calling

on all team members across the business to

share their ideas on how we can reduce our

impact. The Go Green Fund is an internal

platform which provides money or time away

from the business to support projects which

help us achieve our sustainability goals.

Together we can all play a part in helping to

reduce our footprint.

NEW ZEALAND KING SALMON22ANNUAL REPORT FY22

We support various organisations, charities and local events across Te Tau Ihu with
a particular spotlight on education, youth development and the environment.

We are proud to call New Zealand our home, and we’re committed to our

communities wherever we have a presence. Although we are a global business, it’s

important to us that we remain local.

OUR COMMUNITY

OUR COMMITMENT IN THE COMMUNITY

Contribute to

regional economic

development

Be a good

neighbour and

community partner

Support youth

development to

improve life in

the community

Participate in

flagship local food

and wine events

Build constructive

partnerships with

iwi and

local suppliers

Produce the world’s

finest salmon

and make our

community proud

NEW ZEALAND KING SALMON23ANNUAL REPORT FY22

NMIT
SCHOLARSHIPS

GRANTED

4

OF WASTE

COLLECTED

OVER

BEACH

CLEAN-UPS

136

kg

33

FLAGSHIP FOOD EVENTS

RAISING

PARTICIPATED IN

FOR LOCAL CHARITIES

$

8,000

2

$

29,000+

RAISED FOR

THE NELSON

TASMAN

HOSPICE

THROUGH

‘DANCING FOR A CAUSE’

$27,900

$60,960$38,400$23,840$37,380

Environment & Wildlife ProgramsLocal Chambers of Commerce

Community Charitable Foundations

Salmon Donations

Local Education and Youth

Total donations

and sponsorships

HIGHLIGHTS

$188,480

$

30

SPENT WITH TOP OF THE

SOUTH SUPPLIERS

million+

NEW ZEALAND KING SALMON24ANNUAL REPORT FY22

We have faced an incredibly challenging operating
environment throughout FY22. Pandemic-related

restrictions have necessitated an agile approach

to our processing operations and like many

businesses, maintaining the supply chain has been

a constant challenge. We have been constricted by

reduced freight options, increased freight costs and

international logistics congestion, in addition

to enduring the domino effect from suppliers due

to their own supply chain issues and reduced

workforce availability.

However, our team member resilience, hard work

and effort in the face of adversity has allowed us to

continue in our pursuit of creating the ultimate

salmon experience. We have taken the necessary

steps to mitigate any risks to our processing

operations and have continued our focus on improving

efficiencies whilst ensuring we align with the Ten

Principles of the UN Global Compact. We continue

to invest in technology as a means to increasing

efficiency across our processing environment.

External operational

audits passed

20% increased

productivity

on fresh portioning line

New centralised

procurement policy

implemented to

streamline procedures

and ensure an ethical

supply chain

Developed 1st Modern

Slavery Statement

and signed an open

letter to the New

Zealand Government

showing support for a

Modern Slavery Act

100%

SUSTAINABILITY ACTIONS

Our EV story

We have added a fourth Electric Vehicle (EV) to our fleet

in the past year as part of our ongoing efforts to reduce

environmental impact and lead the way in sustainable

business practices. Reducing transport emissions is a well-

documented part of New Zealand’s carbon emissions plan

and the initiative supports the change required by business

to help address this problem. To date our four Hyundai

Kona EVs have done a total of 139,613 green kilometres.

Processing and

Supply Chain

NEW ZEALAND KING SALMON25ANNUAL REPORT FY22NEW ZEALAND KING SALMON

OMEGA INNOVATIONS
The Omega Innovations team focus on

maximising the potential of remaining raw

materials after our King salmon have been

processed. Traditionally, remaining raw

materials were considered waste; however,

we are working towards the ultimate goal of

100% salmon utilisation from nose to tail.

During FY22 we have developed and grown

our team, processing facilities and markets.

In December the team moved to a new

site providing a significant increase in floor

space for packing pet food products. With

more space we have been able to increase

throughput and improve our finished goods

inventory to help meet strong demand. As a

result, divisional revenue increased by 29%.*

Our raw materials business continues to

perform very well with sales revenue up 34%*

on the previous year.

We are working

towards the ultimate

goal of 100% salmon

utilisation from nose

to tail.

*Comparison made to 12 months to 31 January 2021

SUSTAINABILITY ACTIONS

Packaging Sustainability Group

As a partner in the New Zealand Plastics

Packaging Declaration, we have committed

to reaching the goal of using 100% reusable,

recyclable or compostable packaging across

our business by 2025. Whilst striving to achieve

this goal, our Packaging Sustainability group

continues to remove unnecessary plastic

packaging from our products and processes.

In FY22 we removed a black bottom web from

our packaging inventory. Replacing this with a

recyclable clear option with a reduced micron

count will result in an annual reduction of over

3 tonnes of plastic packaging, in addition to

beneficial cost and freight savings. Liner bags

and gel pads make up a large proportion of our

packaging weight, so we have concentrated our

efforts on making improvements in these areas.

We are currently investigating water filled pads

as a sustainable alternative to gel pads. We

removed liner bags from a number of products

this year, eliminating approximately 73kg of

plastic per annum. In FY23, we will move to a

reduced micron liner bag, further reducing our

plastic consumption by 5,900kg and creating

cost savings of $18,000 per year.

Our continued focus for FY23 is to remove

petrochemical-based plastics from flexible

web and pouch packaging and replace these

with recycled and bio-based materials. We also

intend to join the New Zealand Soft Plastics

Recycling Scheme, which will enable more of our

existing packaging to be recycled.

NEW ZEALAND KING SALMON26ANNUAL REPORT FY22

DENVER WINS FOOD SAFETY AWARDS
Denver McGregor, our General Manager Food Safety & Quality, has

been recognised for his commitment to maintaining a great food

safety culture at New Zealand King Salmon, and his contributions

to Listeria Monocytogenes management in the field.

Denver was presented with the New Zealand Food Safety’s 2021

‘Significant Contribution to Food Safety’ Award from MPI, which

recognises a person or group who has helped improve food safety

in New Zealand.

He also received ‘Longstanding Service Recognition’ from industry

body Seafood New Zealand, for his dedication and contribution

to food safety and most notably the New Zealand King Salmon

listeria strategy programme.

FOOD SAFETY

Our pioneering listeria strategy programme is now in its fourth year.

We believe we are leading the way in New Zealand with the level of

work we are carrying out in this field. Our collaborative approach to

knowledge sharing with the wider industry ensures New Zealand as

a whole can benefit from our learnings and the listeria management

tools we have developed.

National Food

Safety Awards

2

Strains of listeria

identified since the

programme began

24

Strains of listeria

eliminated and

undetected in FY22

5

There is no competitive

advantage when it

comes to food safety, it

is crucial to our business,

and most importantly

our customers.

- Denver McGregor

NEW ZEALAND KING SALMON27ANNUAL REPORT FY22

Resilient Brands
In May the Ōra King story was brought to

life on screen in a beautifully shot 35-minute

documentary. Launched across New Zealand,

Australia and North America, the documentary

follows the lifecycle of an Ōra King salmon and

includes interviews with several NZKS team

members, high-profile chefs and industry

partners. Watch it online here.

During the first half of FY22 we launched a

global market test of Ōra King Keiji – our

interpretation of the famed Japanese

Keiji, a premium sashimi or plate-size

salmon enjoyed for its unique flavour

and delicate texture.

A rare and highly sought-after 15.3kg

Tyee salmon was sold in North

America for $1,700 in an online

auction in February. Purchased via

premium retailer Goldbelly, this

is the first time a Tyee has been

purchased by a domestic cook.

With over 30 years of leadership in

the salmon category in New Zealand,

Regal is our premium retail brand. In

FY22 we launched the first of three

flavours of a new Regal Marlborough

Hot Smoked Salmon dip across New

Zealand retailers. Initial sales have

been strong, with two new flavours

set to launch in early FY23.

In Australia, Regal wood roasted and

cold smoked products were launched

into well-known supermarket chain

Coles. We continue to expand our

presence in Europe with Regal cold

smoked products scheduled to

launch in selected premium Italian

retail stores during the first half of

FY23. In the US, Regal Maple cold

smoked joined the wood roasted

products at retailer Safeways and

the new look Regal Beech and

Maple wood roasted portions also

launched.

A refreshed digital marketing

strategy has seen a significant

improvement in engagement across

all digital platforms.

Domestic market share*

Brand awareness among pre-

packaged fresh and smoked

salmon shoppers in NZ*

Total NZ Regal branded sales

Total export Regal

branded sales

34%

70%

$24.4

million

$9.1million

HIGHLIGHTS

*Tracksuit Brand Health Tracker

NEW ZEALAND KING SALMON28ANNUAL REPORT FY22

Resilient Brands
Since launching in FY17, the Omega Plus

premium pet food brand has grown year on year

across both domestic and overseas markets.

In FY22, we refined our packaging strategy with

differentiated packaging across the grocery and

speciality retail categories. Our dry and wet food

has launched with a fresh look and feel, treats

will follow in FY23.

We launched the Omega Plus treats and oil range

into North America in the second half of FY22

at Las Vegas pet expo SuperZoo. To support the

launch and promote the Omega Plus brand, we

featured in a segment on Las Vegas Now TV.

Southern Ocean is our value brand, predominantly sold

as smoked salmon products into New Zealand domestic

channels. Southern Ocean is the second most recognised

brand (after Regal) with a 43% awareness.* During FY22

we saw a refresh of Southern Ocean’s packaging and digital

channels with updated content across all platforms.

NEW PRODUCT DEVELOPMENT

Despite pandemic-related challenges, we

continued to launch new products across our

brands in both domestic and international

markets during FY22.

After extensive testing in the product

development stage, we successfully launched

the first of three flavours of Regal Marlborough

Smoked Salmon dip into retail stores around

New Zealand.

A 100g Ōra King Manuka Cold Smoked Salmon

product was launched into high-end retail

stores across Europe and North America.

Two new Omega Plus pet food products were

also launched in New Zealand. Whilst they

incorporate other proteins, both of these

products still feature King salmon as the

number one ingredient.

IN THE PIPELINE

Trials are underway on new varieties of wood for

our smoked ranges in addition to a collection of

new flavours and a gourmet product is under

development for a chain of restaurants in

North America.

growth in Instagram

followers and Facebook likes

New sign ups to our

email newsletter

40

%


1,500

HIGHLIGHTS

*Tracksuit Brand Health Tracker

With a global surge in demand for premium pet

food products and the North American market

being the largest in the world, the Omega Plus

brand is well positioned for continued success in

this market.

NEW ZEALAND KING SALMON29ANNUAL REPORT FY22

Domestic
retail

23

%

International

foodservice/retail

60

%

Domestic

foodservice

17

%

Sales by Channel

8

%

Wood

Roasted

Cold

Smoked

Other

6

%

15

%

Whole

Salmon

51

%

20

%

Fillets and

Portions

Sales by Product

Regal

19

%

New Zealand

King Salmon

38

%

35

%

Ōra King

Southern

Ocean

6

%

Omega

Plus

2

%

Sales by Brands

Market Dynamics

Our sales model continues to be resilient with a broad market and channel mix.

Most markets experienced an increase in volumes following Covid-19 recovery,

with premium branded products maintaining a solid price performance.

39

%

NORTH

AMERICA

NEW

ZEALAND

40

%

7

%

AUSTRALIA

5

%

ASIA

EX JAPAN

6

%

JAPAN

3

%

EUROPE

ASIA

(EXC JAPAN)

This market is still in a recovery phase due

to fluctuations in foodservice demand as a

result of Covid-19 restrictions. 2H22 saw a

stronger recovery as retail sales increased and

foodservice markets commenced its rebound.

NEW ZEALAND

Domestic retail growth remains strong ensuring

the market performs consistently. Disruption

to foodservice and export markets required an

increased emphasis on revival of domestic retail

interest and building brand awareness. Reduced

promotional activity during 1H22 resulted in a

boost in returns. We have expanded our domestic

reach for Omega Plus premium pet food with the

launch into the Animates specialty retail store.

Domestic foodservice growth remains subdued as

recovery is taking longer than anticipated.

AUSTRALIA

Our Australian business has

experienced a solid post-Covid-19

recovery. The addition of Regal

listings into Coles supermarkets

nationwide has also boosted

sales volumes. In-market brand

events recommenced with

the Ōra King documentary

screenings and the premium

Noosa Eats & Drinks festival.

NORTH AMERICA

As our biggest export market, North America

continues to be a solid performer. Post-

Covid-19 sales have recovered as alternative

channels to market have been developed. We

sold a record 1H22 volume to North America

whilst implementing price increases in a

challenging environment (except for targeted

disposal sales at a lower price). Channel

diversification and brand depth continues

to grow, with in-market brand events

recommencing in 1H22. Overall, core business

and Regal branded retail continues to grow.

JAPAN

Frozen whole fish contracts

and sushi chain store

promotions ensured the

1H22 result for Japan was

particularly strong. New

importers and distributors

contributed to further growth

in 2H22.

EUROPE

We have seen a pleasing growth in

sales to Europe due to an increased

focus on retail and foodservice

business development. Recent new

listings and expansion of existing

business has increased our volumes

by 70% from FY21.*

*12 months to January 2021

NEW ZEALAND KING SALMON30ANNUAL REPORT FY22

LEADERSHIP
Highlights

Sustainability

Farming in Balance

Results at a Glance

Chair & CEO Report

Financial Statements

NEW ZEALAND KING SALMON31ANNUAL REPORT FY22

Board of Directors
JOHN RYDER

Independent Chair

MCom (Hons), FCA, CMA

John is a chartered accountant and an

active investor and company Director.

His current roles include Executive Chair

of Qestral Corporation Limited and

Independent Chair of Direct Capital VI

Management Limited. John was inducted

into the New Zealand Business Hall of

Fame in 2021.

GRANT ROSEWARNE

Managing Director and CEO

MBA (Executive), BAppSc

Grant was appointed CEO of New Zealand

King Salmon in 2009. With considerable

international sales, marketing and general

management experience, Grant has

worked across a number of categories

including dairy, wine, fresh produce and dry

grocery, as well as foodservice segments

from cafes to fine dining.

JACK PORUS

Non-Executive Director

BCom, LLB

Jack is joint Managing Partner of law firm

Glaister Ennor which he joined in 1972.

He is currently the Chair of Pinnacle Life

Limited and a Director of Neil Corporation

Limited and Norfolk Financial Management

Limited. Jack is a nominated appointee

for major New Zealand King Salmon

shareholder Oregon Group.

PAUL STEERE

Independent Non-Executive Director

Paul was the founding CEO of New Zealand

King Salmon from its formation until

2009 when he became a Director. Paul is

currently Chair of Nelson Airport Limited

and Director of other substantial

private businesses.

CATRIONA MCLEOD

Independent Non-Executive Director

GIBio, MSc, PhD, GAICD

Associate Professor Catriona Macleod is a

senior scientist with more than 20 years’

experience in marine resource, water

and aquaculture management. She has

provided recommendations to inform

regulatory policy and the development of

sustainable aquaculture in Australia

and internationally.

CHIONG YONG TIONG

Non-Executive Director

MCom, BCom

Yong Tiong is Managing Director of

Timbergrow Limited and Maraetai Land

Development Limited. He is also a Director

of property development company Neil

Corporation Limited and is on the Board of

Saint Kentigern School in Auckland.

CAROL CHEN

Non-Executive Director

BBA

We welcomed Carol Chen as a

Non-Executive Director in November

2021. Ms Chen is the Deputy General

Manager of Corporate Strategy and

Development at China Resources

Enterprise (CRE) with responsibility

for mergers and acquisitions initiation

and execution in the Asia Pacific

region. Ms Chen holds a bachelor’s

degree of Business Administration

from the RMIT University, Australia.

This appointment ensures that China

Resources Ng Fung Limited will

continue to be well represented

on our Board.

Our Board brings many years of

experience in salmon farming,

processing and marketing

alongside broader business

expertise in New Zealand and

internationally.

NEW ZEALAND KING SALMON32ANNUAL REPORT FY22

Senior Leadership Team
GRANT ROSEWARNE

Managing Director and CEO

MBA (Executive), BAppSc

Grant was appointed CEO of New Zealand

King Salmon in 2009. With considerable

international sales, marketing and general

management experience, Grant has

worked across a number of categories

including dairy, wine, fresh produce and dry

grocery, as well as foodservice segments

from cafes to fine dining.

JEMMA MCCOWAN

General Manager Brands and Sustainability

BCom, BA

Jemma joined New Zealand King Salmon

in 2012 and has overall responsibility for

delivering the branding and sustainability

programmes. She has 20 years’ experience

in marketing management and

international business. In June 2019 Jemma

was appointed as a Future Director by

agribuness company Scales Corporation,

under the Institute of Directors’ programme.

GRANT LOVELL

General Manager Aquaculture

BSc

Grant has more than 20 years’ experience

in the aquaculture industry in Australia and

New Zealand and has held senior positions

across both freshwater and seawater

operations including management of

breeding programmes, fish health and

harvest, feed and production planning.

RICHARD SMITH

General Manager Processing

BSc, MBA

Richard brings a wealth of experience from

previous roles at Whittaker’s Chocolate,

Moy Park Chicken and Sealord. Prior to

joining the senior leadership team, Richard

fulfilled the role of Projects and Engineering

Manager at New Zealand King Salmon.

FIONA COUCHMAN

General Manager, People and Culture

Fiona joined New Zealand King Salmon

after 15 years as Training and Development

Manager with Masterpet based in

Wellington. She has a passion for helping

people achieve their full potential and

creating a highly engaged workforce with a

focus on developing high

performance teams.

GRAEME TREGIDGA

General Manager, Sales

Graeme joined New Zealand King Salmon

in 2004. Prior to this he spent 16 years in

the horticulture industry with various roles

in processing, international and domestic

sales, and management.

BEN RODGERS

Chief Financial Officer

BBS, PGDipAcc

We welcomed Ben Rodgers as Chief

Financial Officer in September 2021.

Ben was previously Deputy Chief

Financial Officer at Kiwibank based in

Wellington.

Prior to that he was Deputy Chief

Financial Officer with Z Energy for

six years and also gained valuable

experience in the UK working for

Telefonica UK. His work history also

includes companies such as Contact

Energy, PWC and KPMG.

NEW ZEALAND KING SALMON33ANNUAL REPORT FY22

FINANCIAL
STATEMENTS

Leadership

Highlights

Sustainability

Farming in Balance

Results at a Glance

Chair & CEO Report

NEW ZEALAND KING SALMON34ANNUAL REPORT FY22

NEW ZEALAND KING SALMON35ANNUAL REPORT FY22
Contents

FOR THE YEAR ENDED 31 JANUARY 2022

19. Lease Liabilities .................................................................................59

20. Interest Bearing Loans and Borrowings ...............................................60

21. Trade and Other Payables ..................................................................60

22. Employee Benefits .............................................................................60

23. Commitments and Contingencies .......................................................61

24. Risk Management ..............................................................................61

25. Fair Value of Financial Instruments .....................................................65

26. Capital Management ........................................................................65

27. Capital and Reserves .........................................................................66

28. Events after Balance Date ..................................................................67

29. Related Party Disclosure .....................................................................67

30. Auditor’s Remuneration.....................................................................68

31. Reconciliation of Net Operating Cash Flow to Profit /(Loss) ..................68

32. Revenue from Contracts with Customers ...........................................68

33. Segment Information .........................................................................70

Independent Auditors Report ..............................................71

Corporate Governance ......................................................75

Director Disclosures ..........................................................97

Appendix ......................................................................103

Corporate Directory ........................................................106

Glossary .......................................................................107

Consolidated Statement of Comprehensive Income ..................36

Consolidated Statement of Financial Position .........................37

Consolidated Statement of Changes in Equity ........................38

Consolidated Statement of Cash Flows .................................39

Notes to Consolidated Financial Statements ..........................40

1. Corporate Information ........................................................................40

2. Basis of Preparation ............................................................................40

3. Significant Accounting Policies ..............................................................42

4. New Standards Adopted and Standards Issued not yet Adopted .............47

5. Impairment .. ......................................................................................48

6. Other Income .....................................................................................48

7. Expenses ............................................................................................49

8. Finance Income and Costs ..................................................................49

9. Income Tax ... ......................................................................................49

10. Components of Other Comprehensive Income .....................................51

11. Earnings Per Share ..............................................................................51

12. Cash and Cash Equivalents .................................................................52

13. Trade and Other Receivables ...............................................................52

14. Inventories .. .......................................................................................53

15. Biological Assets ................................................................................54

16. Property, Plant and Equipment ..........................................................56

17. Intangibles .........................................................................................57

18. Right-Of-Use Assets ..........................................................................58

NEW ZEALAND KING SALMON36ANNUAL REPORT FY22
Consolidated Statement of Comprehensive Income

FOR THE YEAR ENDED 31 JANUARY 2022

2022

12 Months to

31 January

2021

7 Months to

31 January

Note$000$000

Revenue from contracts with customers32174,530 95,239

Cost of goods sold including fair value uplift

at point of harvest

14(177,774) (98,820)

Fair value gain on biological transformation1541,261 29,350

Freight costs to market(25,275) (11,616)

Gross profit12,743 14,153

Other income6402 541

Sales, marketing and advertising expenses(13,471) (7,702)

Distribution overheads(5,204) (3,132)

Corporate expenses7(8,649) (4,979)

Other expenses7(1,414) (889)

Loss before interest, tax, depreciation,

amortisation and impairment

(15,593) (2,009)

Depreciation and amortisation expense16,17,18(10,125) (5,969)

Impairment5(59,255) -

Finance income817 5

Finance expenses8(2,636) (1,353)

Loss before tax(87,593) (9,326)

Income tax credit /(expense)914,390 2,247

Net loss after tax(73,202) (7,079)

2022

12 Months to

31 January

2021

7 Months to

31 January

Note$000$000

Other comprehensive income

Other comprehensive income that may be reclassified to

profit or loss in subsequent periods:

Exchange differences on translation of foreign

operations

10214 (677)

Movement on cash flow hedges10(11,765) 22,065

Income tax effect of movement on cash flow

hedges

103,294 (6,178)

Net other comprehensive income/(loss)(8,257) 15,210

Total comprehensive income/(loss)(81,459) 8,131

2022

12 months

2021

7 months

Earnings per share

Basic earnings per share11($0.53) ($0.05)

Diluted earnings per share11($0.53)($0.05)

The above consolidated statement of comprehensive income should be read in conjunction with the

accompanying notes.

NEW ZEALAND KING SALMON37ANNUAL REPORT FY22
Consolidated Statement of Financial Position

AS AT 31 JANUARY 2022

DIRECTOR - JOHN RYDER

13 April 2022

DIRECTOR - PAUL STEERE

13 April 2022

The above consolidated statement of financial position should be read in conjunction with the

accompanying notes.

For and on behalf of the Board, who authorised the issue of these financial statements on

13 April 2022

2022

31 January

2021

31 January

ASSETSNote$000$000

Current assets

Cash and cash equivalents122,913 3,479

Trade and other receivables1319,817 16,186

Taxation receivable294 -

Inventories1434,636 42,489

Biological assets1565,529 69,588

Derivative financial assets251,338 5,413

Total current assets124,527 137,155

Non-current assets

Property, plant and equipment1650,620 60,716

Biological assets159,432 18,600

Derivative financial assets253,112 16,354

Intangible assets173,893 9,126

Right-of-use assets185,744 6,810

Goodwill17- 39,255

Total non-current assets72,801 150,861

TOTAL ASSETS197,328 288,016

LIABILITIES

Current liabilities

Trade and other payables2116,434 18,597

Employee benefits222,831 2,857

Borrowings2049,659 3,024

Lease liabilities191,531 1,580

Other financial liabilities29233 233

Derivative financial liabilities253,628 1,646

Taxation payable301 5,074

Total current liabilities74,617 33,011

2022

31 January

2021

31 January

LIABILITIESNote$000$000

Non-current liabilities

Employee benefits22430 696

Borrowings20- 39,250

Lease liabilities194,402 5,389

Deferred tax liabilities9- 16,923

Derivative financial liabilities256,650 204

Total non-current liabilities11,482 62,462

TOTAL LIABILITIES86,099 95,473

NET ASSETS111,229 192,543

EQUITY

Share capital27122,606 122,606

Reserves10,175 18,286

Retained earnings /(deficit)(21,552) 51,651

TOTAL EQUITY111,229 192,543

Net tangible assets per share

Net tangible assets per share$0.76$1.04

NEW ZEALAND KING SALMON38ANNUAL REPORT FY22
Share

Capital

Foreign

Currency

Translation

Reserve

Hedge

Reserve

Share Based

Payment

Reserve

Retained

Earnings/

(Deficit)

Total

Equity

Note$000$000$000$000$000$000

Balance as at 01 February 2021122,606 (1,162) 18,474 974 51,651 192,543

Loss for the year- - - - (73,202) (73,202)

Other comprehensive income/(loss)10- 214 (8,471) - - (8,257)

Total comprehensive income/(loss) for the period- 214 (8,471) - (73,202) (81,459)

Share based payment expense- - - 146 - 146

Balance as at 31 January 2022122,606 (948) 10,003 1,120 (21,551) 111,230

Balance as at 1 July 2020122,606 (485) 2,587 876 58,730 184,314

Loss for the period- - --(7,079)(7,079)

Other comprehensive income/(loss)10- (677) 15,887--15,210

Total comprehensive income/(loss) for the period - (677) 15,887-(7,079)8,131

Share based payment expense- - - 98-98

Balance as at 31 January 2021122,606 (1,162) 18,474 974 51,651 192,543

Consolidated Statement of Changes in Equity

FOR THE YEAR ENDED 31 JANUARY 2022

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

NEW ZEALAND KING SALMON39ANNUAL REPORT FY22
Consolidated Statement of Cash Flows

FOR THE YEAR ENDED 31 JANUARY 2022

2022

12 Months

2021

7 Months

Note$000$000

Operating activities

Receipts from customers171,644 92,449

Payments to suppliers(129,077) (73,283)

Payments to employees(43,556) (24,512)

Interest received17 5

Interest paid(1,685) (836)

Insurance and settlement income1 -

Government grants received340 490

Proceeds from foreign currency forward

contracts closed early

13,495 5,744

Income tax paid(4,171) (938)

Net cash flows from/(used in) operating

activities

317,008 (881)

Investing activities

Proceeds from sale of property, plant and

equipment

17 -

Purchase of property, plant and equipment(10,295) (4,837)

Purchase of intangible assets(2,907) (859)

Net cash flow (used in)/from investing

activities

(13,185) (5,696)

2022

12 Months

2021

7 Months

Note$000$000

Financing activities

Proceeds from borrowings174,796 62,983

Repayment of borrowings(167,411) (58,841)

Payment of lease liabilities(1,719) (845)

Net cash flows (used in)/from financing

activities

5,666 3,297

Net increase/(decrease) in cash and cash

equivalents

(511) (3,280)

Net foreign exchange difference(55) (356)

Cash and cash equivalents at beginning

of the year

123,479 7,115

Cash and cash equivalents at year end122,913 3,479

The above consolidated statement of cash flows should be read in conjunction with the

accompanying notes.

NEW ZEALAND KING SALMON40ANNUAL REPORT FY22
Notes to Consolidated Financial Statements

FOR THE YEAR ENDED 31 JANUARY 2022

1. CORPORATE INFORMATION

The consolidated financial statements of New

Zealand King Salmon Investments Limited (the

Company) and its subsidiaries (together the Group)

for the year ended 31 January 2022 were authorised

by the Directors on 13 April 2022.

New Zealand King Salmon Investments Limited

is a profit-orientated company incorporated

and domiciled in New Zealand. The Company is

registered under the Companies Act 1993 and listed

on the NZX Main Board (“NZX”) and the Australian

Securities Exchange (“ASX”). The Company is an

FMC reporting entity under the Financial Markets

Conduct Act 2013.

The Group is principally engaged in the farming,

processing and sale of premium salmon products.

The Group has changed its balance date to 31

January following a Board resolution on 2 November

2020. The comparative information is for the seven

month period to 31 January 2021 as such, amounts

presented in the financial statements are not

entirely comparable.

2. BASIS OF PREPARATION

a. Statement of compliance

The consolidated financial statements comply

with New Zealand Equivalents to International

Financial Reporting Standards (IFRS) and also with

International Financial Reporting Standards (IFRS).

The financial statements are prepared under NZ

GAAP and FMC Act 2013.

b. Basis of measurement

The financial statements have been prepared

on a historical cost basis except for biological

assets and certain financial instruments which

have been measured at fair value. The carrying

values of recognised assets and liabilities that are

designated as hedged items in hedging instruments,

otherwise carried at amortised cost, are adjusted to

recognise changes in the fair values attributable to

the risks that are being hedged in effective hedge

relationships. The consolidated financial statements

are presented in New Zealand dollars and all values

are rounded to the nearest thousand ($000), except

when otherwise indicated.

c. Significant accounting judgements,

estimates and assumptions

The preparation of the Group’s consolidated

financial statements requires management to

make judgements, estimates and assumptions that

affect the reported outcomes of revenues, expenses,

assets, liabilities and the accompanying disclosures.

The Group based its assumptions and estimates

on parameters available when the consolidated

financial statements were prepared. Uncertainties

about these assumptions and estimates could result

in an outcome that requires a material adjustment

to the carrying amount of assets or liabilities in

future periods.

Specific areas requiring significant estimates and

judgements include:

Going concern

The Group has reviewed the impact on the business

from the evolving mortality event occurring at our

sea farms. The Directors are of the view that there

will be a material adverse impact to financial results,

in comparison to previous expectations, in the 12

months from approving the financial statements.

The impacts of fish mortality will result in an

increase in mortality expenses for the year ended

31 January 2023 and a reduction in the forecast

harvest volume. The Group is in breach of its banking

related covenants at 31 January 2022 and without

taking action the Group forecasts that breaches of

a number of its banking related covenants over the

next 12 months will continue. As a result, there are

material uncertainties related to events or conditions

that may cast significant doubt on the Group’s

ability to continue as a going concern. In response to

this the Group is taking the following actions.

In February 2022 the Group commenced discussions

with the Group’s bank (Bank of New Zealand) while

a review of the financial structure of the business

was undertaken. The Directors approved a rights

issue, which will commence post the approval of

the financial statements of $60.1m to fully repay (or

cash cover) all bank debt of the Group and provide

sufficient funds to support operations for the 12

months from the date of approving these financial

statements. On the basis the Group completes the

equity raise of a minimum $50m (net of transaction

costs), the Bank of New Zealand has agreed in

principle a combination of temporary covenant

NEW ZEALAND KING SALMON41ANNUAL REPORT FY22
waivers, renegotiation of facilities and adjustments

to covenant definitions. On the assumption the full

equity raise is completed, and financial forecasts are

met, the Group does not forecast a default event in

respect of its financial covenants for 12 months from

the date of approving these financial statements.

The Directors consider that the completion of

the equity raise is probable as they have taken all

reasonable steps to ensure the successful completion

of the capital raise, including obtaining contractual

pre-commitments from Oregon Group Limited and

certain Directors to subscribe for $26.3m of shares

in the equity raise and entering into an underwriting

agreement with Jarden Partners Limited and Jarden

Securities Limited as underwriter and lead manager

of the equity raise, pursuant to which the balance of

the equity raise will be underwritten. However, these

steps do not eliminate the inherent risk in equity

markets. In addition, the Directors consider that

the Group’s forecast net cashflows for the coming

12 months are achievable and so that the amount

expected to be raised in the capital raise will be

sufficient to ensure that the Group can continue

to pay its debts as they fall due. Having taken

these actions the Directors have concluded that it

is appropriate that these financial statements are

prepared on a going concern basis.

Should the proposed equity raise not be completed,

an event of default will occur, and the willingness of

the Bank of New Zealand to continue to support the

business is uncertain. In addition, if financial forecasts

are not met, the amount of equity raised may not be

sufficient to allow the Group to pay its debts as they

fall due. As a result of these material uncertainties,

the Group may be unable to realise its assets and

discharge its liabilities in the normal course of

business. As the Directors consider the equity raise and

the achievement of financial results is probable, the

financial statements do not include any adjustments

relating to the recoverability and classification of

recorded asset amounts or adjustments to liabilities

that might be necessary should the entity not

continue as a going concern.

Valuation of biological assets

The Group recognises stocks of live fish at fair value

according to the principles of NZ IAS 41 Agriculture.

The fair value is measured using a valuation model

that relies on various assumptions and information

available at balance date. Inputs include anticipated

market prices, quality mix, current weights of livestock

relative to expected harvest weight, mortality rates,

growth rates and production costs. The income or

loss that is ultimately recognised at time of sale may

be significantly different from that implied by the fair

value adjustment at the end of a reporting period. The

fair value uplift from accumulated costs to date has

no cash impact in the reporting period. Further details

of the valuation and sensitivity to change in key inputs

are given in Note 15.

Impairment testing of intangibles, plant

and equipment

The Group’s non-financial assets are assessed for

indicators of impairment on at least an annual basis

and whenever events or changes in circumstances

indicate that the carrying amount of the assets may

exceed their recoverable amount. In addition the

carrying value of goodwill, plant, equipment and

intangible assets that are not yet available for use are

tested annually for impairment irrespective of whether

there is any indication of impairment according to the

principles of NZ IAS 36 Impairment of Assets.

Where the asset’s carrying amount is determined

to be greater than the recoverable amount,

the carrying amount is written down and an

impairment loss is recognised in the income

statement. Impairment testing involves a significant

amount of estimation. Impairment testing involves

assessing the recoverable amount of the Group’s

Cash Generating Unit (“CGU”) by calculating

the higher of the CGU’s value in use or fair value

less costs of disposal. The recoverable amount

calculated under the value-in-use method includes

cash flow projections that necessarily take into

account changes in the market in which a business

operates. Determining both the cash flows and

the risk-adjusted discount rate appropriate to the

operating unit requires the exercise of judgement.

The estimation of cash flows is sensitive to

the periods for which detailed forecasts are

available and to assumptions regarding long-

term sustainable cash flows, the assessment of

impairment requires judgement to be applied and

consideration of a number of factors including

but not limited to: changes in business strategy,

regulatory environment, and customer preferences

or requirements. As a result of the mortality event,

the Directors have approved a strategy change to

reduce farming at the Group’s warmer sites over

summer (outside of some trials). This will reduce the

Group’s annual harvest volume from ~8,000 tonnes

to 6,500 tonnes (~5,750 tonnes FY23 and 6,500

tonnes FY24 onwards), however, it is also expected

to reduce the risk of sea farm mortality with the

intention of being a more predictable and profitable

business. As part of this the Group is reviewing its

operating expenses to align with a reduction in

harvest volume. (Refer to Note 16 and 17)

NEW ZEALAND KING SALMON42ANNUAL REPORT FY22
Inventory (Finished goods and work in progress)

obsolescence

Inventories are stated at the lower of cost or net

realisable value, and the Group uses judgement and

estimates to determine the net realisable value of

inventory at the end of each reporting period.

The Group estimates the net realisable value of

inventory for obsolescence and unmarketable

items at the end of reporting period and then

writes down the cost of inventories to net realisable

value. The net realisable value of the inventory

is determined based on assumptions of future

demand and pricing and estimates over the

remaining shelf life of the inventory.

Valuation of financial derivatives

The Group recognises financial derivatives at fair

value according to the principles of NZ IFRS 13 Fair

Value Measurement. The value is calculated by

a third party expert using an industry standard

model. Inputs to the model are obtained externally

by the service provider. Further details of the

valuation are included in Note 24.

d. Foreign currency translation

Functional and presentation currency

The Group’s consolidated financial statements

are presented in New Zealand dollars, which is

also the parent company’s functional currency.

The Australian subsidiary’s functional currency

is Australian dollars which is translated into the

presentation currency in these financial statements.

The USA subsidiary’s functional currency is

United States dollars which is translated into the

presentation currency in these financial statements.

Transactions and balances

Transactions in foreign currencies are initially

recorded in the functional currency and then

translated by applying the exchange rates ruling at

the date of the transaction. Monetary assets and

liabilities denominated in foreign currencies are

retranslated at the rate of exchange at balance date.

Non-monetary items that are measured in terms of

historical cost in a foreign currency are translated

using the exchange rate as at the date of the initial

transaction. Non-monetary items measured at fair

value in a foreign currency are translated using the

exchange rates at the date when the fair value

was determined.

3. SIGNIFICANT ACCOUNTING POLICIES

a. Basis of consolidation

The financial statements comprise the financial

statements of New Zealand King Salmon

Investments Limited and its subsidiaries (per Note

29). Subsidiaries are all those entities over which the

Company has control.

The financial statements of the subsidiaries are

prepared for the same reporting period as the Parent

company using consistent accounting policies.

In preparing the consolidated financial statements,

all intercompany balances and transactions, income

and expenses and profit and losses resulting from

intra-group transactions have been eliminated in full.

Subsidiaries are fully consolidated from the date on

which control is obtained by the Group and cease to

be consolidated from the date on which control is

transferred out of the Group.

b. Financial instruments

Financial assets are classified, at initial recognition, as

subsequently measured at amortised cost, fair value

through other comprehensive income (OCI), and fair

value through profit or loss. In order for a financial

asset to be classified and measured at amortised

cost or fair value through OCI, it needs to give rise to

cash flows that are ‘solely payments of principal and

interest (SPPI)’ on the principal amount outstanding.

This assessment is referred to as the SPPI test and is

performed at an instrument level. Financial assets

with cash flows that are not SPPI are classified

and measured at fair value through profit or loss,

irrespective of the business model. Subsequently the

Group applies the following accounting policies for

financial instruments:

Cash and cash equivalents

Cash and cash equivalents in the balance sheet

comprise cash at bank and call deposits. For the

purpose of the statement of cash flows, cash and

cash equivalents consist of cash and short-term

deposits net of outstanding bank overdrafts.

Trade and other receivables

Short term trade and other receivables are not

discounted and are initially stated at cost. Gains and

losses are recognised in the profit or loss when the

receivables are written off or impaired.

For trade receivables and contract assets, the Group

applies a simplified approach in calculating an

allowance for expected credit loss (ECL). Therefore,

the Group does not track changes in credit risk,

but instead recognises a loss allowance based on

lifetime ECL’s at each reporting date. The Group has

established a provision matrix that is based on its

NEW ZEALAND KING SALMON43ANNUAL REPORT FY22
historical credit loss experience, adjusted for forward-

looking factors specific to the debtors and the

economic environment.

Loans with related parties

Loans and amounts owing from related companies

are non-derivative financial assets with fixed or

determinable payments that are not quoted in an

active market. After initial recognition such assets are

carried at amortised cost using the effective interest

method. Gains and losses are recognised in profit or

loss when the loans are derecognised or impaired.

Trade and other payables

Trade and other payables are carried at cost due to

their short term nature and are not discounted. They

represent liabilities for goods and services provided

to the Group prior to the end of the financial year

that are unpaid, and arise when the Group becomes

obliged to make future payments in respect of the

purchase of these goods and services. The amounts

are unsecured and are usually paid within 30-90 days

of recognition.

Interest bearing borrowings

After initial recognition interest bearing borrowings

are subsequently measured at amortised cost

using the effective interest method. Fees paid

on establishment of loan facilities that are yield

related are included as part of the carrying amount.

Borrowings are classified as current liabilities unless

the Group has an unconditional right to defer

settlement of the liability for at least 12 months after

the balance date. Borrowing costs are generally

recognised as an expense when incurred, with the

exception of borrowing costs associated with a

qualifying asset which are capitalised as part of the

cost of that asset.

Financial guarantees

Financial guarantee contracts issued by the Group

are those contracts that require a payment to be

made to reimburse the holder for a loss it incurs

because the specified debtor fails to make a

payment when due in accordance with the terms of

a debt instrument.

Financial guarantee contracts are recognised initially

as a liability at fair value, adjusted for transaction

costs that are directly attributed to the issuance

of the guarantee. Subsequently the liability is

measured at the higher of the best estimate of the

expenditure required to settle the present obligation

at balance date and the amount recognised less

cumulative amortisation.

Derivative financial instruments and hedging

The Group uses derivative financial instruments

including forward currency contracts, options and

interest rate swaps to hedge risks associated with

interest rate and foreign currency fluctuations.

Such derivative financial instruments are initially

recognised at fair value on the date on which

a derivative contract is entered into and are

subsequently re-measured to fair value at balance

date. Derivatives are carried as assets when their

fair value is positive and as liabilities when their fair

value is negative.

The fair values of forward currency contracts are

calculated by reference to current forward exchange

rates for contracts with similar maturity profiles. The

fair values of interest rate swaps are determined by

reference to market values for similar instruments.

The Group designates its derivative financial

instruments as hedges of a particular risk associated

with a recognised asset or liability or a highly

probable commitment that could affect profit or

loss. The effective portion of the gain or loss on the

hedging instrument is recognised directly in other

comprehensive income in the cash flow hedge

reserve, while the ineffective portion is recognised

immediately in the statement of profit or loss.

Amounts accumulated in equity are transferred to

profit or loss when the hedged item affects profit

or loss.

c. Inventories

Inventories including raw materials, work in progress

and finished goods are valued at the lower of cost

or net realisable value. Costs incurred in bringing

each product to its present location and condition

are accounted for as follows:

Raw materials – the cost of fish is measured at

fair value at harvest date. The cost of feed and

packing materials is based on the purchase price

including import duties and other taxes, transport,

handling and other costs directly attributable to the

acquisition of the goods and materials. Costs are

determined on a weighted average basis.

Manufactured finished goods and work in

progress – cost of direct materials, labour and a

proportion of manufacturing overheads appropriate

to the stage of manufacture. Costs are assigned

on the basis of weighted average costs. The cost of

items transferred from biological assets is their fair

value less costs to sell at the date of harvest.

Net realisable value – the estimated selling price in

the ordinary course of business less estimated costs

of completion and the estimated costs necessary to

make the sale.

NEW ZEALAND KING SALMON44ANNUAL REPORT FY22
d. Biological assets

Biological assets include fish livestock measured at

fair value less estimated costs to sell. The net gain

or loss resulting from the fair value measurement is

recognised in profit or loss.

The fair value of fish livestock is derived from the

amount expected to be received from the sale of the

asset in an active market. The target live weight of

the harvestable fish is defined as a fish with a live

weight of 4kg or greater. Many fish are harvested with

a live weight above or below this weight.

For brood stock and fish where little biological

transformation has taken place since initial cost

was incurred, cost less impairment is used as an

approximation of fair value. This value is used up to

the point at which fish are transferred to sea water.

Fish stock is transferred to inventory at the time of

harvest. The transfer is recorded at its fair value

which is deemed to be cost for the purposes of

inventory valuation.

e. Property, plant and equipment

Property, plant and equipment are stated at historical

cost less accumulated depreciation and impairment.

Depreciation is provided on a straight line basis over

the estimated useful lives of the assets as follows:

Freehold land ....................................not depreciated

Freehold buildings .......................twenty to fifty years

Building fit out ....................three to twenty five years

Leasehold improvements ...................five to ten years

Plant, furniture and fittings .......three to twenty years

Motor vehicles ..................................five to ten years

Sea vessels ..................................ten to twenty years

The residual values, useful lives and methods of

depreciation of property, plant and equipment are

reviewed at each financial year end and adjusted

prospectively if appropriate. An asset’s carrying

value is written down immediately to its recoverable

amount if its carrying value is greater than its

estimated recoverable amount.

An item of property, plant and equipment is

derecognised upon disposal or when no further

future economic benefits are expected from its use or

disposal. Any gain or loss arising on de-recognition of

the asset (calculated as the difference between the

net disposal proceeds and the carrying amount of the

asset) is included in profit or loss in the year the asset

is derecognised.

f. Leases

At the inception of a contract, the Group is required

to assess whether a contract is, or contains, a lease.

A contract is, or contains, a lease if the contract

conveys the right to control the use of an identified

asset for a period in exchange for consideration.

Right-of-use assets

The Group recognises right-of-use assets at the

commencement date of the lease (i.e. the date the

underlying asset is available for use). Right of use

assets are measured at cost, less any accumulated

depreciation and impairment losses, and adjusted for

any remeasurement of lease liabilities.

The cost of right-of-use assets includes the amount

of lease liabilities recognised, initial direct costs

incurred, and lease payments made at or before

the commencement date less any lease incentives

received. Right-of-use assets are depreciated on a

straight-line basis over the shorter of the lease term

and the estimated useful lives of the assets.

The Group’s lease portfolio

Property leases

The Group’s real estate includes office buildings and

storage facilities. The Group has recognised some

storage contracts that meet the identifiable criteria

as a right-of-use asset and corresponding liability

portfolio under NZIFRS 16.

Vehicle leases

The Group lease vehicles are predominantly used

by sales staff and the transportation of personnel

between operating locations. These vehicles are

generally held for a term of three years.

Plant and Equipment Leases

The Group sometimes leases machinery used for

the production or processing of salmon. The current

leases relate to equipment being utilised for the

upwelling on sea farms and various forklifts operated

throughout the company. The Group has elected to

apply the recognition exemption for short-term leases

for all other machinery employed for less than 12

months duration and for leases where the underlying

asset is of low value.

Contracts not recognised as leases

The Group has transport contracts that have not

been recognised as leases on balance sheet but

can be identified as an asset to which the contract

relates. These leases have been assessed as variable

lease payments linked to future harvest volumes and

activity levels. These contracts have an operating

expense value of $3.6m in the year to 31 January 2022

(7 months to 31 January 2021: $2.2m).

NEW ZEALAND KING SALMON45ANNUAL REPORT FY22
The Group applies short term lease recognition exemption to its short term leases

of equipment. It also applies the lease of low-value assets recognition exemption

to leases of equipment that are considered to be low value. Lease payments on

short term leases and leases of low-value assets are recognised as expense on a

straight-line basis over the lease term.

g. Impairment of non-financial assets

The Group assesses, at each reporting date, whether there is an indication that an

asset may be impaired. If any indication exists, or when annual impairment testing

for an asset is required, the Group estimates the asset’s recoverable amount.

An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less

costs of disposal and its value in use. The recoverable amount is determined for

an individual asset, unless the asset does not generate cash inflows that are

largely independent of those from other assets or groups of assets. When the

carrying amount of an asset or CGU exceeds its recoverable amount, the asset is

considered impaired and is written down to its recoverable amount.

h. Intangibles

Intangible assets acquired separately or in a business combination are initially

measured at cost. The cost of an intangible asset acquired in a business

combination is its fair value as at the date of acquisition. Following initial

recognition, intangible assets are carried at cost less any accumulated

amortisation and any accumulated impairment losses.

The useful lives of intangible assets are assessed to be either finite or indefinite.

Intangible assets with finite lives are amortised over the useful life and tested

for impairment whenever there is an indication that the intangible asset may be

impaired. The amortisation period and the amortisation method for an intangible

asset with a finite useful life is reviewed at least at each financial year-end.

Changes in the expected useful life or the expected pattern of consumption of

future economic benefits embodied in the asset are accounted for prospectively

by changing the amortisation period or method, as appropriate, which is a change

in accounting estimate. The amortisation expense on intangible assets with finite

lives is recognised in profit or loss in the expense category consistent with the

function of the intangible asset.

Intangible assets with indefinite useful lives or not yet available for use are not

amortised but are tested for impairment annually, either individually or at the

cash-generating unit level. The assessment of useful life is reviewed annually to

determine whether the indefinite life continues to be supportable. If not, the

change in useful life from indefinite to definite is made on a prospective basis.

A summary of the policies applied to the Group’s intangible assets is as follows:

Goodwill and trade marks

Useful lives: ........................................................................................Indefinite

Internally generated or acquired: .........................................................Acquired

Intellectual property, marine farm and hatchery licences and marina berth

Useful lives: ..............................................................................................Finite

Amortisation method used: ..........................Straight line, five to thirty five years

Internally generated or acquired: .........................................................Acquired

Computer Software

Useful lives: ..............................................................................................Finite

Amortisation method used: ..............................Straight line, four to seven years

Internally generated or acquired: .........................................................Acquired

i. Research and development costs

Research costs are generally expensed as incurred. Development expenditures

are capitalised as intangible assets when the Group can demonstrate:

-Costs can be reliably measured.

-Completion of the project is technically feasible.

-Resources are available to complete the project.

-There is an intention to use the resulting asset and it will generate future

economic benefits.

During the period of development the asset is tested for impairment annually.

j. Employee benefits

Wages, salaries, annual leave and sick leave

Liabilities for wages and salaries including non-monetary benefits, annual

leave and accumulating sick leave expected to be settled within 12 months of

the reporting date are recognised in respect of employees’ services up to the

reporting date. They are measured at the amounts expected to be paid when the

liabilities are settled. Liabilities for non-accumulating sick leave are recognised

when the leave is taken and are measured at the rates paid or payable.

NEW ZEALAND KING SALMON46ANNUAL REPORT FY22
Long service leave

The liability for long service leave is recognised and measured at the present

value of expected future payments to be made in respect of services provided

by employees up to the reporting date using the projected unit credit method.

Consideration is given to expected future wage and salary levels, experience of

employee departures and periods of service.

Defined contribution plans

Contributions made to a defined contribution plan are expensed as incurred.

k. Contributed equity

Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to

the issue of new shares or options are shown in equity as a deduction net of tax

from the proceeds. Other capital raising costs are expensed as incurred.

l. Revenue and Income Recognition

Revenue from contracts with customers

The Group is in the business of growing, processing and selling King salmon to

customers in New Zealand and overseas. Revenue from contracts with customers

is recognised when control of the goods is transferred to the customer at the

amount that reflects the consideration to which the Group expects to be entitled

in exchange for those goods. The Group has generally concluded that it is the

principal in its revenue arrangements because it typically controls the goods

before transferring them to the customer.

NZ IFRS 15 established a five-step model to account for revenue arising from

contracts with customers and requires that revenue be recognised at an amount

that reflects the consideration to which an entity expects to be entitled in

exchange for transferring goods or services to a customer.

Interest income

Revenue is recognised as interest accrues using the effective interest method.

Insurance proceeds

Insurance proceeds are recognised in the financial statements when receipt is

virtually certain and can be measured reliably.

m. Taxes

Income taxes

Current tax assets and liabilities for the current and prior periods are measured

at the amount expected to be recovered from or paid to the taxation authorities

based on the current period’s taxable income. The tax rates and tax laws used to

compute the amount are those that are enacted or substantively enacted by the

balance sheet date.

Deferred income tax is provided on all temporary differences at the balance sheet

date between the tax bases of assets and liabilities and their carrying amounts for

financial reporting purposes.

The carrying amount of deferred income tax assets is reviewed at each balance

sheet date and reduced to the extent that it is no longer probable that sufficient

taxable profit will be available to allow all or part of the deferred income tax asset

to be utilised. Unrecognised deferred income tax assets are reassessed at each

balance sheet date and are recognised to the extent that it has become probable

that future taxable profit will allow the deferred tax asset to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are

expected to apply to the year when the asset is realised or the liability is settled,

based on tax rates (and tax laws) that have been enacted or substantively

enacted at the balance sheet date.

Income taxes relating to items recognised directly in equity are recognised in

equity and not in profit or loss.

Deferred tax assets and deferred tax liabilities are offset only if a legally

enforceable right exists to set off current tax assets against current tax liabilities

and the deferred tax assets and liabilities relate to the same taxable entity and

the same taxation authority.

NEW ZEALAND KING SALMON47ANNUAL REPORT FY22
Other taxes

Revenues, expenses and assets are recognised net of the amount of GST,

except when:

-The GST incurred on a purchase of goods and services is not recoverable from

the taxation authority, in which case the GST is recognised as part of the cost

of acquisition of the asset or as part of the expense item as applicable.

-Receivables and payables, which are stated with the amount of GST included.

-The net amount of GST recoverable from or payable to the taxation authority is

included as part of receivables or payables in the balance sheet.

-Commitments and contingencies are disclosed net of the amount of GST

recoverable from or payable to the taxation authority.

-The Group recognises uncertain tax positions as a liability where it is probable

that an outflow of resources will be required.

n. Share-based payments

Certain employees of the Group receive remuneration in the form of share-

based payments, whereby employees render services as consideration for equity

instruments (equity-settled transactions). The cost of equity-settled transactions

is determined by the fair value at the date when the grant is made using an

appropriate valuation model, further details of which are given in Note 27.

That cost is recognised in employee benefits expense, together with a

corresponding increase in equity (other capital reserves), over the period in

which the service and, where applicable, the performance conditions are fulfilled

(the vesting period). The cumulative expense recognised for equity-settled

transactions at each reporting date until the vesting date reflects the extent

to which the vesting period has expired and the Group’s best estimate of the

number of equity instruments that will ultimately vest. The expense or credit in

the statement of comprehensive income for the period represents the movement

in cumulative expense recognised as at the beginning and end of that period.

Service and non-market performance conditions are not taken into account

when determining the grant date fair value of awards, but the likelihood of the

conditions being met is assessed as part of the Group’s best estimate of the

number of equity instruments that will ultimately vest. Market performance

conditions are reflected within the grant date fair value. Any other conditions

attached to an award, but without an associated service requirement, are

considered to be non-vesting conditions. Non-vesting conditions are reflected in

the fair value of an award and lead to an immediate expensing of an award unless

there are also service and/or performance conditions.

No expense is recognised for awards that do not ultimately vest because non-

market performance and/or service conditions have not been met. Where awards

include a market or non-vesting condition, the transactions are treated as vested

irrespective of whether the market or non-vesting condition is satisfied, provided

that all other performance and/or service conditions are satisfied.

When the terms of an equity-settled award are modified, the minimum expense

recognised is the grant date fair value of the unmodified award, provided the

original terms of the award are met. An additional expense, measured as at the

date of modification, is recognised for any modification that increases the total

fair value of the share-based payment transaction, or is otherwise beneficial to

the employee. Where an award is cancelled by the entity or by the counterparty,

any remaining element of the fair value of the award is expensed immediately

through profit or loss.

o. Comparatives

Certain prior year comparatives have been reclassified to align with the current

period’s presentation. The reclassification is in respect of currency sensitivity

impacts upon equity disclosures.

4. NEW STANDARDS ADOPTED AND STANDARDS ISSUED

NOT YET ADOPTED

a. New standards adopted and interpretations

In the current year, the Group applied amendments to accounting standard and

interpretations that are effective for an annual period that began on or after 1

February 2021 in respect of cloud computing costs and selling costs in inventory

net realisable value assessment. Their adoption has not had any material impact

on the disclosures or on the amounts reported in the financial statements.

No other new standards, amendments or interpretations that are not yet effective

have been early adopted by the Group in these financial statements.

NEW ZEALAND KING SALMON48ANNUAL REPORT FY22
2022

12 Months

2021

7 Months

$000$000

Plant, equipment and fittings 12,116 -

Vehicles and sea vessels 511 -

Development in progress 5,587 -

Trademarks 13 -

Farm and hatchery licenses 1,009 -

Software 763 -

Goodwill 39,255 -

Total impairment 59,255 -

20222021

$000$000

Mortality+ 500 tonnes (11,000) -

- 500 tonnes 11,000 -

Price increases+1% 21,000 -

-1% (22,000) -

Cost increases+1% (20,000) -

-1% 20,000 -

Discount rate WACC+1% (19,000) -

-1% 24,000 -

Growth rate+1% 19,000 -

-1% (15,000) -

5. IMPAIRMENT

As noted in Note 17 Intangible assets. Following on from an unexpected increase

in sea farm mortality predominantly seen at our warmer sites towards the end of

FY22, the Group has approved a strategy change to reduce farming at our warmer

sites over summer. This strategy has a significant impact on future harvest

volumes and therefore a reduction in future cash flows. A value in use calculation

using a discounted cash flow approach (DCF) was prepared to estimate the

recoverable amount of the CGU, with a resulting valuation single point of $183m.

The DCF resulted in $39.255m impairment to goodwill and additional impairment

of $14.4m which has been allocated on a pro rata basis to intangible assets

and plant and equipment. Consideration has been given as to the status of

development projects in light of the current financial environment and the impact

this has on the capacity to complete significant capital projects. As a result, the

capitalised development costs have been impaired at balance date.

IMPAIRMENT SENSITIVITY

2022

12 Months

2021

7 Months

Other income

$000$000

Grants received 340 490

Profit on sale of property, plant and equipment17 -

Other income45 51

Total other income402 541

6. OTHER INCOME

NEW ZEALAND KING SALMON49ANNUAL REPORT FY22
2022

12 Months

2021

7 Months

Corporate and other expenses include:$000$000

Trade receivables written off- -

Impairment of trade receivables44 8

Research cost768 599

Loss on sale of assets 153 2

Low value leases3 -

Directors' fees429 271

Other Directors' expenses10 1

Donations10 8

2022

12 Months

2021

7 Months

Employee benefits expense$000$000

Wages and salaries36,427 20,236

Defined contribution plan expenses914 514

Restructuring costs12 10

Other employee benefits expenses5,301 3,495

Outsourced labour890 440

Total employee benefits expense43,544 24,695

2022

12 Months

2021

7 Months

Compensation of key management

personnel of the Group

$000$000

Short-term employee benefits2,027 1,224

Share based payment expense21 29

Post employment pension and medical benefits112 53

Total compensation of key management

personnel of the Group

2,160 1,306

7. EXPENSES

2022

12 Months

2021

7 Months

Finance income$000$000

Interest income17 5

Total finance income17 5

2022

12 Months

2021

7 Months

Finance costs$000$000

Bank facility fees920 418

Interest on bank loans and overdrafts1,467 795

Interest on leases249 140

Total finance costs2,636 1,353

8. FINANCE INCOME AND COSTS

2022

12 Months

2021

7 Months

Recognised in the consolidated statement

of comprehensive income

$000$000

Current income tax expense(794) 427

Deferred tax relating to origination and reversal of temporary

differences

(13,596) (2,674)

Total income tax expense/(credit) in the

statement of comprehensive income

(14,390) (2,247)

Tax amounts posted directly to other

comprehensive income

(3,294) 6,178

Tax amounts posted directly to equity (32)-

9. INCOME TAX

Continued on next page

NEW ZEALAND KING SALMON50ANNUAL REPORT FY22
2022

12 Months

2021

7 Months

$000$000

Reconciliation of tax expense to statutory

income tax rate

Profit /(loss) before tax(87,593) (9,326)

Income tax using the company tax rate 28%(24,526) (2,611)

Non deductible/non assessable items2 23

Impairment of goodwill10,991 -

Unrecognised tax losses105 -

Prior period adjustment(991) 306

Adjustment for varying tax rates10 35

Other differences19 -

Total tax expense /(credit)(14,390)

(2,247)

Statement of financial position

deferred tax assets and liabilities20222021

Deferred tax liabilities $000$000

Accelerated depreciation for tax purposes - (3,109)

Fair value adjustment to biological assets(6,829) (9,286)

Unrealised gains on foreign currency hedges(1,246) (6,095)

Increase accounting cost for finished goods(304) (564)

Total deferred tax liabilities(8,379)

(19,054)

Deferred tax assets

Deferred tax on impairment2,605 -

Provision for doubtful trade debtors 41 29

Provision for employee benefits897 765

Share based payments295 263

Tax losses1,326 -

Unrealised losses on foreign currency hedges2,725 518

Other provisions490 556

Total deferred tax assets

8,379 2,131

Net deferred tax liabilities- (16,923)

Imputation credit account

The imputation credit account balance in the Group as at 31 January 2022 is

$9,517k (31 January 2021: $5,450k).

20222021

$000$000

Unused tax losses

Unused tax losses for which no deferred tax asset has been

recognised

378 -

Potential tax benefit @ 28% 106 -

The unused tax losses relate to the New Zealand operations and can be carried forward

indefinitely subject to the shareholder continuity test.

Statement of comprehensive income impact of

deferred tax assets and liabilities

2022

12 Months

2021

7 Months

Deferred tax liabilities $000$000

Accelerated depreciation for tax purposes - (5)

Fair value adjustment to biological assets(2,457) (1,543)

Increase accounting cost for finished goods(260) (1,043)

Other provisions- (79)

(2,718) (2,670)

Deferred tax assets

Accelerated depreciation for tax purposes (5,714) -

Provision for doubtful trade debtors (13) 17

Provision for employee benefits(132) 22

Tax losses(5,104) -

Unrealised gains on foreign currency hedges 18 -

Other provisions66 (43)

(10,879) (4)

Deferred tax expense /(credit)(13,597) (2,674)

NEW ZEALAND KING SALMON51ANNUAL REPORT FY22
2022

12 Months

2021

7 Months

Movement in reserves$000$000

Forward currency contracts

Reclassification during the year to profit or loss(64) 38

Income tax effect18 (11)

Realised/unrealised net gain/(loss) during the period (13,193) 21,769

Income tax effect3,694 (6,095)

Interest rate swaps

Realised/unrealised net gain/(loss) during the period 944 258

Income tax effect(265) (72)

Reclassification during the period to profit or loss547 -

Income tax effect (153) -

Currency translation differences

Translation of foreign operations214 (677)

Net movement in other comprehensive income(8,257) 15,210

10. COMPONENTS OF OTHER COMPREHENSIVE INCOME

11. EARNINGS PER SHARE

Basic earnings per share amounts are calculated by dividing the profit for the period attributable to shareholders of the Company by the weighted average number of

ordinary shares on issue during the period. Diluted earnings per share are calculated by dividing the profit attributable to shareholders of the Company by the weighted

average number of ordinary shares outstanding during the year plus the weighted average number of shares that would be issued on conversion of all dilutive potential

ordinary shares into ordinary shares.

2022

12 Months

2021

7 Months

Earnings per share$000$000

Profit / (loss) attributable to ordinary equity holders(73,202) (7,079)

# of Shares# of Shares

000000

Weighted average number of ordinary shares for basic and diluted earnings per share139,004 138,986

Basic earnings per share($0.53)($0.05)

Diluted earnings per share($0.53)($0.05)

NEW ZEALAND KING SALMON52ANNUAL REPORT FY22
20222021

Cash and cash equivalents$000$000

Cash at bank and on hand2,452 2,571

Short-term deposits461 908

Total cash and cash equivalents2,913 3,479

20222021

Trade and other receivables$000$000

Trade receivables16,615 12,968

Allowance for expected credit losses(141) (97)

Prepayments2,851 2,696

Other receivables492 619

Total trade and other receivables19,817 16,186

Trade receivables generally have 20-30 day terms and are recognised at their realisable value.

20222021

Ageing analysis of trade receivables$000$000

> 90 days overdue5 4

61 - 90 days overdue2 7

31 - 60 days overdue103 114

< 30 days overdue3,747 2,629

Not yet due12,758 10,214

Total receivables16,615 12,968

20222021

Receivables impairment$000$000

As at beginning of year97 90

Additional provisions for impairment44 97

Receivables written off during the period- -

Reversal of unused amounts- (90)

As at year end141 97

12. CASH AND CASH EQUIVALENTS

13. TRADE AND OTHER RECEIVABLES

NEW ZEALAND KING SALMON53ANNUAL REPORT FY22
14. INVENTORIES

20222021

Inventories$000$000

Raw materials10,509 11,853

Work in progress1,705 2,748

Finished goods22,422 27,888

Total inventories34,636 42,489

The carrying value of finished goods as at 31 January 2022 includes a fair value uplift at point of harvest of $8,665k (2021: $12,939k)

and net realisable value provision of $7,708k ( 2021: $10,931k).

20222021

Amount of inventories recognised as an expense in the statement of comprehensive income$000$000

Cost of inventories recognised as an expense180,987 90,092

Movement in net realisable value provision (3,213) 8,728

Total cost of goods sold including fair value uplift at point of harvest177,774 98,820

The cost of inventories recognised as an expense for the year ended 31 January 2022 includes a fair value uplift at point of harvest of $54,313k (2021: $29,857k).

This cost is included in cost of goods sold in the Statement of Comprehensive Income.

The cost of inventory includes fish harvested at the fair value less cost to sell at harvest date, based on management’s expected future sales pricing and mix of product

(“deemed cost”). As at 31 January 2022 no volumes were forecasted to be sold at returns materially below deemed cost plus further manufacturing costs. As a result,

the overall deemed cost of inventory on hand takes this into account and therefore increase the carrying value by the impact of the higher expected sales prices.

NEW ZEALAND KING SALMON54ANNUAL REPORT FY22
Cost

Fair Value

GainTotal

Biological assets $000$000$000

As at 1 February 202155,025 33,163 88,188

Increase due to biological transformation

1

83,311 33,876 117,188

Decrease due to harvest

2

(66,920) (50,038) (116,958)

Decrease due to mortality

3

(20,841) - (20,841)

Changes in fair value

4

- 7,385 7,385

As at 31 January 202250,575 24,386 74,961

Cost

Fair Value

GainTotal

Biological assets$000$000$000

As at 1 July 2020 53,704 38,674 92,378

Increase due to biological transformation51,807 33,726 85,533

Decrease due to harvest (42,233) (34,860) (77,093)

Decrease due to mortality (8,253) - (8,253)

Changes in fair value- (4,377) (4,377)

As at 31 January 202155,025 33,163 88,188

1

Biological transformation fair value is impacted by volume increases and fish weight at reporting date

relative to the target fish harvest weight of 4 kgs (proportional recognition).

2

Harvested fair value is included in cost of goods sold in the statement of comprehensive income and

is calculated by multiplying the current period's harvest (biomass) by the prior period's estimated gross

margin per kg (recognised at 100%).

3

Mortality cost is expensed directly to the statement of comprehensive income in the period which it

occurs and is not subject to a fair value uplift.

4

Changes in fair value are impacted by movements in margin primarily being changes in sales price and

costs to sell (fish cost, harvest, processing and freight to market).

2022

tonnes

2021

tonnes

Estimated closing biomass

Closing fresh water stocks199 173

Closing sea water stocks5,816 6,691

Total estimated closing biomass live weight as at

year end

6,015 6,864

2022

12 months

tonnes

2021

7 months

tonnes

Total live weight harvested for the year8,389 5,545

2022

12 months

$000

2021

7 months

$000

Fair value gain/(loss) recognised in profit and loss

Gain arising from growth of biological assets33,876 33,726

Movement in fair value of biological assets7,385 (4,377)

Total fair value gain on biological transformation 41,261 29,349

The Group has three hatcheries in the South Island and nine operational marine

salmon farms in the Marlborough Sounds. The fish livestock typically grow for up

to 31 months before harvest.

15. BIOLOGICAL ASSETS

NEW ZEALAND KING SALMON55ANNUAL REPORT FY22
Fair value measurement

Measurement of fair value is performed using a fair value model. The method of

valuation therefore falls into level 3 of the fair value hierarchy as the inputs are

unobservable inputs.

The valuation of biological assets is carried out separately for each site at a brood

and strategy level. Estimated actual cost up to the date of harvest per site is

used to measure the expected margin at the time the fish is defined as ready for

harvest, being 4.0kg live weight. Selling price is estimated at balance date based

on the most relevant future market price at expected harvest date. The expected

gross margin is recognised proportionately based on average biomass at reporting

date. Fair value measurement commences at the date of transfer to sea water as

this is considered the point at which the fish commence their grow out cycle.

Fair value risk and sensitivity

The Group is exposed to financial risks relating to the production of salmon

stock including increasing climate change volatility, climatic events, disease and

contamination of water space.

The Group seeks to produce and market the highest quality salmon products.

Extensive monitoring and benchmarking is carried out to provide optimum

conditions and diets to maximise fish performance during the grow out cycle.

Sales are maintained in a range of brands, products and markets to maximise

returns from the quality mix of fish harvested. The Group has insurance to cover

some of the risks relating to the livestock.

The estimated unrealised fair value gain from cost at 31 January 2022 has

decreased due to an increase in forecasted mortalities and a consequential

decrease in the forecasted harvest. Mortality assumptions made in the fair

value model are in line with the FY23 forecast which sees FY22 high mortalities

continued into the beginning of FY23. Average price increases are forecast due

to reduced lower value sales. Additional to this there are forecasted general price

increases due to higher costs of inputs. Changes in these assumptions will impact

the fair value calculation. The realised profit which is achieved on the sale of

inventory will differ from the calculations of fair value of biological assets because

of changes in key factors such as the final market destinations and product mix of

inventory sold, changes in price, foreign exchange rates, harvest weight, growth

rates, mortality, cost levels and differences in harvested fish quality.

Leaving all other variables constant a 15% increase/decrease in average future

sales prices would increase/decrease the fair value of biological assets on hand

and profit before tax by $13.2m (2021: $18.3m) (excludes the impact of finished

goods), while a 15% increase/decrease in future harvest volume would increase/

decrease the fair value of biological assets on hand and profit before tax by $3.3m

(2021: $2.1m).

A 15% increase/decrease in costs to sell would decrease/increase the fair value of

biological assets on hand and profit before tax by $9.7m (2021: $15m). Changes

in fish health and environmental factors may affect the quality of harvested

fish, which may be reflected in realised profit via both achieved sales price and

production costs.

NEW ZEALAND KING SALMON56ANNUAL REPORT FY22
Freehold land

and buildings

Plant,

equipment

and fittings

Vehicles and

sea vessels

Construction

in progressTotal

CostNote$000$000$000$000$000

As at 1 July 202011,371 86,853 3,562 4,783 106,569

Additions- - - 4,837 4,837

Disposals- (210) - - (210)

Transfers from WIP399 2,961 166 (3,526) -

As at 31 January 202111,770 89,604 3,728 6,094 111,196

Additions- - - 10,384 10,384

Disposals- (1,604) (43) - (1,647)

Transfers from WIP2,488 1,524 43 (4,054) -

As at 31 January 202214,258 89,523 3,728 12,424 119,933

Depreciation and impairment

As at 1 July 20202,708 41,632 1,748 - 46,088

Depreciation257 4,207 137 - 4,601

Impairment- - - - -

Disposals- (209) - - (209)

As at 31 January 20212,965 45,630 1,885 - 50,480

Depreciation548 6,889 263 - 7,700

Impairment5- 12,116 511 - 12,627

Disposals- (1,450) (45) - (1,494)

As at 31 January 20223,513 63,186 2,614 - 69,313

Net Book Value

As at 31 January 20218,805 43,974 1,843 6,094 60,716

As at 31 January 202210,744 26,338 1,114 12,424 50,620

16. PROPERTY, PLANT AND EQUIPMENT

Property, Plant and Equipment is stated at historical cost less depreciation and any impairment adjustments. Historical cost includes expenditure that is directly

attributable to the acquisition of Property, Plant and Equipment. Asset residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date

or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Group has considered the continuing effects Covid-19

may have on the carrying value of its specialised assets, and has concluded there is no evidence of technical or functional obsolescence which would impact the

carrying value of its assets in use.

Borrowing costs

There were no borrowing costs capitalised in year ending 31 January 2022 (7 months to January 2021: $nil).

NEW ZEALAND KING SALMON57ANNUAL REPORT FY22
Development

in progressTrademarks

Farm and

hatchery

licensesSoftwareGoodwillTotal

CostNote$000$000$000$000$000$000

As at 1 July 20202,742 242 4,295 4,837 39,255 51,371

Additions859 - - - - 859

Disposals- - - - - -

Transfers from WIP(741) - - 741 - -

As at 31 January 20212,860 242 4,295 5,578 39,255 52,230

Additions2,817 - 64 26 - 2,907

Disposals (90) - - - - (90)

Transfers from WIP- - - - - -

As at 31 January 20225,587 242 4,359 5,604 39,255 55,047

Amortisation and impairment

As at 1 July 2020- 200 879 2,383 - 3,462

Amortisation- - 97 290 - 387

Impairment- - - - - -

Disposals- - - - - -

As at 31 January 2021- 200 976 2,673 - 3,849

Amortisation- - 167 510 - 677

Impairment55,587 13 1,009 763 39,255 46,628

Disposals- - - - - -

As at 31 January 20225,587 213 2,153 3,946 39,255 51,154

Net Book Value

As at 31 January 20212,860 42 3,319 2,905 39,255 48,381

As at 31 January 2022- 29 2,206 1,658 - 3,893

17. INTANGIBLES

NEW ZEALAND KING SALMON58ANNUAL REPORT FY22
Goodwill

Goodwill resulted from the acquisition of The New Zealand King Salmon Co

Limited and is subject to annual impairment testing. The Group considers the

relationship between its market capitalisation and its book value, among other

indicators, when reviewing for indicators of impairment.

The goodwill is allocated to the New Zealand King Salmon Company’s one cash

generating unit. The recoverable amount of the cash generating unit has been

determined based on a value in use calculation using future estimated cash flows,

capital expenditure and changes in working capital over a five-year period, plus an

estimated terminal value.

The terminal value calculation assumes sea farm consents expiring in 2024 will

be renewed on reasonable commercial terms to enable water space to continue

to be utilised. The forecasts were based on actual results and expected future

use of water space licences currently held, before fair value adjustments to

biological assets. Following on from an unexpected increase in sea farm mortality

predominantly seen at our warmer sites towards the end of FY22, the Group

has decided on a strategy change to reduce farming at our warmer sites over

the summer. This strategy has a significant impact on future harvest volumes

and therefore a reduction in future cash flows. A value in use calculation using a

discounted cash flow (DCF) approach was prepared to estimate the recoverable

amount of the CGU, with a resulting valuation single point of $183m. The

DCF supported a $39.255m goodwill impairment to goodwill and additional

impairment of $14.4m which has been allocated on a pro rata basis to intangible

assets and plant and equipment on the basis of the carrying amount of each

asset, but not below its fair value or value in use .

The following key assumptions were applied in the value in use calculation:

Land and

Buildings

Motor

Vehicles

Plant and

EquipmentTotal

Cost$000$000$000$000

As at 01 July 20203,885 579 1,554 6,018

Additions2,231 139 43 2,413

Remeasurement790 6 - 796

As at 31 January 20216,906 724 1,597 9,227

Additions- 545 - 545

Disposals- (48) (48)

Remeasurement131 7 - 138

As at 31 January 20227,037 1,228 1,597 9,862

Depreciation

As at 01 July 2020752 225 460 1,437

Depreciation565 145 270 980

As at 31 January 20211,317 370 730 2,417

Depreciation1,019 260 470 1,749

Disposals- (48) - (48)

As at 31 January 20222,336 582 1,200 4,119

Net Book Value

As at 31 January 20215,589 354 867 6,810

As at 31 January 20224,701 646 397 5,744

18. RIGHT-OF-USE ASSETS

Trademarks

Trademarks are externally acquired and are carried at cost less impairment.

They have indefinite useful lives and are assessed annually for impairment. An

impairment of $13k has been recognised during the year (7 months period to 31

January 2021: Nil).

Key judgements2022 2021

Post tax discount rate 8.6%5.14%

Terminal growth rate2.5%0.21%

Harvest volumes in terminal year6,700 tonnes8,000 tonnes

Sales Growth

Budget used for FY23 followed by a

3% growth rate in outer years

2.5%

Cost inflation

Budget used for FY23 followed by a

2.1% - 2.5% growth rate in outer years

3.0%

Capex in terminal value$8m$8.7m

NEW ZEALAND KING SALMON59ANNUAL REPORT FY22
Land and

Buildings

Motor

Vehicles

Plant and

EquipmentTotal

$000$000$000$000

Lease liabilities at 01 July 20203,187 366 1,052 4,605

Additions2,231 139 43 2,413

Remeasurement790 6 - 796

Interest for the period119 7 14 140

Lease payments made(631) (153) (201) (985)

Lease liabilities as at 31 January 20215,696 365 908 6,969

Additions- 544 - 544

Remeasurement131 7 - 138

Interest for the period211 19 19 249

Lease payments made(1,179) (297) (491) (1,967)

As at 31 January 20224,859 638 436 5,933

19. LEASE LIABILITIES

Short term leases

The Group recognised $1,178k of payments for short term lease equipment in the year (2021: $357k).

Total lease payments

The Group had total cash outflows for leases of $3,148k in 2022 (2021: $1,342k). 

20222021

$000$000

Current1,531 1,580

Non-current4,402 5,389

Total lease liabilities 5,933 6,969

NEW ZEALAND KING SALMON60ANNUAL REPORT FY22
20222021

Current interest bearing loans and borrowings$000$000

Secured bank loans47,000 750

Other borrowings2,659 2,274

Total current interest bearing loans and borrowings49,659 3,024

Non-current interest bearing loans and borrowings

Secured bank loans-39,250

Total non-current interest bearing loans and borrowings-39,250

20. INTEREST BEARING LOANS AND BORROWINGS

The Company has facilities with BNZ for $60m. Land and buildings, plant and

equipment, motor vehicles and vessels with a total carrying value of $38.196m

are subject to a first charge under a General Security Deed granted to BNZ. The

expiry date of facility A of $20m is 18 October 2022, facility B of $20m expires on 18

October 2023, and facility C of $20m expires on 18 October 2024. At balance date

$20m of facility A was drawn, $20m of facility B was drawn and $2.75m facility C

was drawn (as at 31 January 2021 total: $40m). During the period, the financial

covenants relating to interest coverage and leverage ratios have been amended.

In prior year,the Group also secured a Business Finance Scheme Loan via BNZ for

$5m (expiry October 2025) that arose from the Government providing financial

assistance following the pandemic virus Covid-19. At balance date the Business

Finance Scheme loan was fully drawn at $4.25m (as at 31 January 2021: $5m).

The impacts of the unforeseen mortalities resulted in the Group breaching a

number of its bank related covenants as at 31 January 2022 and forecasting to be

in breach of the following covenants in the next 12 months being:

-Interest Cover Ratio (EBIT/Interest expense)

-Leverage Ratio (Gross debt /EBITDA)

-Guarantee Group cover ratio – EBITDA of the Guaranteeing Group (A)

20222021

$000$000

Trade payables14,223 15,282

Other payables2,211 3,315

Total trade and other payables16,434 18,597

As a result of breach of covenants default interest has been charged on the

borrowings since the events of default. The Bank of New Zealand has agreed

in principle to a combination of temporary covenant waivers, renegotiation

of facilities and adjustments to covenant definitions on the basis the Group

completes the equity raise of a minimum $50m (net of transaction costs). See

also Note 2 Significant accounting judgements, estimates and assumptions,

Going Concern.

21. TRADE AND OTHER PAYABLES

20222021

Current employee benefits$000$000

Bonuses65 257

Employee annual and sick leave benefits 2,592 2,350

Long service leave174 250

Total current employee benefits2,831 2,857

Non-current employee benefits

Long service leave430 696

Total non-current employee benefits430 696

22. EMPLOYEE BENEFITS

Long service leave

Long service leave provisions are calculated based on the expected future

payments to employees, discounted to their net present value.

NEW ZEALAND KING SALMON61ANNUAL REPORT FY22
when exposures are considered highly probable. The Group hedges this exposure

with the use of forward foreign exchange contracts and options. The Group has

a policy of hedging foreign exchange exposures within a range of hedging limits

broadly summarised as follows: Up to two years – 15% to 100%, two to five years –

0% to 50%. The notional contract amounts of forward foreign exchange contracts

and options outstanding at balance date were $82.9m on the import side (2021:

$95.7m) and $273m on the export side (2021: $213.4m), for delivery over the next

five financial years, in line with anticipated payment dates.

The Group imports nearly all of its feed from Australia, purchases of which are

in Australian dollars. In order to protect against exchange rate movements and

to manage the inventory costing process, the Group has entered into forward

exchange contracts to purchase Australian Dollars. The Group exports salmon

to many countries, the major ones being Australia, Japan and the United States.

Sales are denominated in Australian dollars (AUD), Japanese yen (JPY) and

United States dollars (USD) respectively. In order to protect against exchange rate

movements and to manage the inventory costing process, the Group has entered

into forward exchange contracts and options to hedge the net exposure to AUD,

JPY and USD respectively.

The cash flows are expected to occur up to 60 months from 1 February 2022.

Realised gains /losses on exercise of foreign exchange contracts and options is

recognised within revenue when the hedged transactions occur.

Foreign exchange forward contracts are designated as hedging instruments

in cash flow hedges of highly probable forecast sales in USD, AUD and JPY and

forecast purchases in USD, and AUD. The Group has typically hedged 50-55% of

the net exposure of these forecast transactions. The foreign exchange forward

contract balances vary with the level of expected foreign currency sales and

purchases and changes in foreign exchange forward rates.

There is an economic relationship between the hedged items and the hedging

instruments as the terms of the foreign exchange and commodity forward

contracts match the terms of the expected highly probable forecast transactions

(i.e. notional amount and expected payment date). The Group has established

a hedge ratio of 1:1 for the hedging relationships as the underlying risk of the

foreign exchange and commodity forward contracts are identical to the hedged

risk components. To test the hedge effectiveness, the Group uses the hypothetical

23. COMMITMENTS AND CONTINGENCIES

Capital commitments

The Group has entered into agreements to purchase plant and equipment. As at

31 January 2022 the total commitment is $1,929k (2021: $1,629k).

Contingencies

The Group has a contingent liability of $1,152k in respect of a fish transport

contract requiring the Group to purchase four bulk tankers (including a new tank

acquired in 2021), should the fish transport contract be terminated early

(2021: $826k).

Guarantees

The Group has three guarantee facilities totalling $132k (2021: $115k).

24. RISK MANAGEMENT

The Group’s activities expose it to a variety of risks: market risk, credit risk,

liquidity risk and climate change risk. The Health, Safety and Risk Committee

has responsibility for the oversight of all risk domains, which includes managing

climate risk, as delegated by the Board. The Group uses derivative financial

instruments to hedge certain risk exposures. Financial risk management is the

responsibility of the Chief Financial Officer in accordance with the Treasury

Policy approved by the Board of Directors. In addition, the Group has a Treasury

Committee, a sub-committee of the Board’s Audit and Finance Committee that

oversees financial risk management.

Market risk

Market risk is the risk that the fair value of future cash flows of a financial

instrument will fluctuate because of changes in market prices. This comprises of

two key types of risks; currency and interest rate risk.

Currency risk

The Group has exposure to foreign exchange risk as a result of transactions

denominated in foreign currency, arising primarily from normal trading activities,

but also from the net investment in the foreign subsidiary.

The Group manages its foreign currency risk by hedging its future exposure in

respect of its import purchases and its export sales, over a maximum of five years,

NEW ZEALAND KING SALMON62ANNUAL REPORT FY22
Change inEquityProfit

AUD rate$000$000

2022+10%(6,686) (232)

-10%8,171 284

2021+10%(7,865) (625)

-10%9,612 764

Change inEquityProfit

USD rate$000$000

2022+10%15,710 760

-10%(19,420) (928)

2021+10%12,607 556

-10%(15,134) (679)

Change inEquityProfit

JPY rate$000$000

2022+10%1,882 152

-10%(2,262) (186)

2021+10%2,256 152

-10%(2,649) (185)

derivative method and compares the changes in the fair value of the hedging

instruments against the changes in fair value of the hedged items attributable

to the hedged risks.

The hedge ineffectiveness can arise from:

-Differences in the timing of the cash flows of the hedged items and the

hedging instruments

-Different indexes (and accordingly different curves) linked to the hedged risk

of the hedged items and hedging instruments

-The counterparties’ credit risk differently impacting the fair value movements

of the hedging instruments and hedged items

-Changes to the forecasted amount of cash flows of hedged items and

hedging instruments

The NZ dollar equivalent of unhedged currency risk on assets at balance

date,31 January 2022 is $897k (2021: $491k) whilst the NZ dollar equivalent of

unhedged currency risk on liabilities at balance date, 31 January 2022 is $1,459k

(2021: $316k).

Currency sensitivity

The following table demonstrates the sensitivity to a reasonably possible change

in AUD, USD and JPY exchange rates. The impact on the Group’s pre-tax profit is

the result of a change in fair value of monetary assets and liabilities. The impact

on the Group’s equity is due to changes in the fair value of forward exchange

contracts and options designated as cash flow hedges.

NEW ZEALAND KING SALMON63ANNUAL REPORT FY22
Interest rate risk

The Group has exposure to interest rate risk that arises mainly due to the Group’s

debt obligations with floating interest rates. Interest earned on call deposits

are based on the current interest rate. Interest rate swaps are used to manage

interest rate risk. The Group has a policy of fixing interest rates within a range

of 50% to 100% of the exposure. The fixed interest rates for the existing swaps

range between 4.3% and 5.01% (2021: 4.3% and 5.01%) and the floating rate of

0.96% is aligned to the floating quarterly bank bill rate. The amount of borrowing

covered using swaps at balance date 31 January 2022 was $10m (2021: $10m). The

loss on interest rate swaps at balance date was $547k (2021: $1,491k).

As the Group’s Directors approved a fully underwritten or pre-committed rights

offer of $60.1m to fully repay (or cash cover) all bank debt of the Group and

provide sufficient liquidity going forward (See also Note 2 Significant accounting

judgements, estimates and assumptions, Going Concern) those future cashflows

are no longer considered highly probable for hedge accounting purposes and its

loss has been recognised in profit or loss in the income statement.

Interest rate sensitivity

The following table demonstrates the sensitivity of the fair value of the interest

rate swaps to a reasonably possible change in interest rates:

20222021

$000$000

Impact of an increase of 50 basis points126 193

Impact of a decrease of 50 basis points(131) (198)

2022 2021

$000$000

Cash and short term deposits2,913 3,479

Trade and other receivables19,817 16,186

Derivative financial assets /(liabilities)- 19,874


Credit risk

Credit risk is the risk of financial loss that arises if a counterparty to a financial

instrument does not meet its contractual obligations. Financial instruments which

potentially subject the Group to credit risk principally consist of bank balances,

trade receivables, derivative financial instruments and financial guarantees.

Customer credit risk is managed centrally subject to the Group’s established

policy, procedures and control relating to customer credit risk management.

Credit quality of a customer is assessed based on an extensive external credit

rating scorecard and individual credit limits are defined in accordance with this

assessment. Outstanding customer receivables and contract assets are regularly

monitored and any shipments to major customers are generally covered by trade

credit insurance.

An impairment analysis is performed at each reporting date using the accounts

receivable aging report to measure expected credit losses. The impairment

analysis is based on days past due for all customers with coverage by trade credit

insurance. The calculation reflects the probability-weighted outcome, the time

value of money and reasonable and supportable information that is available at

the reporting date about past events, current conditions and forecasts of future

economic conditions. Generally, trade receivables are written-off if past due for

more than one year and are not subject to enforcement activity.

Financial instruments are only entered into with banks that have in place

an executed International Swaps and Derivatives Association (ISDA) Master

Agreement with the Group.

Maximum exposures to credit risk as at balance date are:

The above maximum exposures are net of any recognised provision for losses. No

collateral is held on the above amounts.

Concentrations of credit risk

Bank balances are maintained with several banks but mainly with Bank of New

Zealand. There is a wide spread of debtors, in terms of size and geographical

location within New Zealand and overseas. Concentration of credit risk in trade

receivables is not considered significant as the Group’s customers operate in

different market channels and geographic areas.

NEW ZEALAND KING SALMON64ANNUAL REPORT FY22
Less than

one year

Between one

and two years

Between two

and five years

As at 31 January 2022$000$000$000

Bank loans47,000 - -

Credit card facilities350 - -

Lease liabilities1,531 1,002 3,400

Trade and other payables16,434 - -

Financial guarantee contracts132 - -

Total non-derivative

liabilities65,447 1,002 3,400

Forward foreign currency

exchange contracts 95,864 81,805 29,141

Forward foreign currency

options 20,791 43,288 75,042

Interest swaps 126 - -

Total derivative liabilities116,781 125,093 104,183

Liquidity risk

The Group performs cash flow forecasting activities on a daily basis to ensure

it has sufficient cash to meet operational needs and monitors performance

against bank covenants on a monthly basis. Surplus cash is invested in short-

term or money market deposits.

Undrawn committed facilities and/or liquid assets are maintained at all times

at an amount sufficient to cover the forecast cash payments to employees,

suppliers, tax authorities and banking institutions as they fall due.

The following table analyses the contractual cash flows for all financial liabilities

including proposed repayment of term debt with BNZ FY23 H1:

Less than

one year

Between one

and two years

Between two

and five years

As at 31 January 2021$000$000$000

Bank loans750 750 38,500

Credit card facilities350 - -

Lease liabilities - 1,302 2

Trade and other payables19,263 - -

Financial guarantee contracts115 - -

Total non-derivative

liabilities20,478 2,052 40,811

Forward foreign currency

exchange contracts91,903 84,825 75,467

Forward foreign currency

options27,998 13,539 5,402

Interest swaps429 428 756

Total derivative liabilities120,330 98,792 81,625

Climate Risk

The Group recognises climate change will have a significant impact on our

operations. The key risks are both physical risks (climate and water temperature

impacting fish health) and transition risks resulting from the process of

consumers adjusting their taste and preferences towards a low carbon

economy. During the transition period, regulatory risk has also been identified,

as the cost of compliance is increasing and not showing any signs of stabilising.

The Health, Safety and Risk Committee has responsibility for the oversight of all

risk domains, which includes managing climate risk, as delegated by the Board.

An internal sustainability working group is being established to develop the

Groups strategic response to climate risk in line with the recommendations of

the Task Force on Climate-Related Disclosures (TCFD).

NEW ZEALAND KING SALMON65ANNUAL REPORT FY22
20222021

Current derivative financial assets$000$000

Forward exchange contracts1,028 4,509

Foreign exchange options310 904

Total current derivative financial assets1,338 5,413

Non-current derivative financial assets

Forward exchange contracts1,043 15,454

Foreign exchange options2,068 900

Total non-current derivative financial assets3,112 16,354

Current derivative financial liabilities

Forward exchange contracts2,772 94

Foreign exchange options308 61

Interest rate swaps548 1,491

Total current derivative financial liabilities3,628 1,646

Non-current derivative financial liabilities

Forward exchange contracts2,618 18

Foreign exchange options4,032 186

Interest rate swaps- -

Total non-current derivative financial

liabilities

6,650 204

25. FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of cash and short term deposits, trade receivables, trade

payables and other current liabilities is considered a reasonable approximation

to their fair value due to the short term maturities of these instruments.

The carrying value of the BNZ loans and BFS loan is $47m and is considered a

reasonable approximation of its fair value due to the short term maturities of

the drawings.

The following financial instruments of the Group are carried at fair value:

Valuation methods

Financial instruments have been categorised into the following hierarchy and

valued according to the following definitions, based on the lowest level input

that is significant to the fair value measurement as a whole:

Level 1: Quoted prices in active markets for identical assets or liabilities that the

entity can access at the measurement date

Level 2: Inputs other than quoted prices included within Level 1 that are

observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e.

derived from prices)

Level 3: Inputs for the assets or liabilities that are not based on observable

market data (unobservable inputs)

All derivative financial instruments for which a fair value is recognised have

been categorised within Level 2 of the fair value hierarchy. Industry experts have

provided the fair values for all derivatives based on an industry standard model.

There were no transfers between Level 1 and Level 2 during the period ended 31

January 2022 (31 January 2021 – nil).

26. CAPITAL MANAGEMENT

Group capital

The capital of the Group consists of share capital, reserves and retained

earnings /(deficit). The Group’s objectives when managing capital are to

safeguard the Group’s ability to continue as a going concern in order to provide

returns for shareholders, benefits for shareholders and to maintain an optimal

capital structure to reduce the cost of capital.

In addition to this the Group aims to ensure that it meets financial covenants

attached to the interest bearing loans and borrowings that define capital

structure requirements. Refer to Note 20 Borrowings – the Group commenced

negotiations with the Group’s Bank in February 2022 after the unforeseen

increase in mortality commenced. The Group has worked with the Group’s bank

to agree a combination of temporary waivers and adjustments to existing

facilities and associated covenants, and as such no event of default has

occurred as at 31 January 2022.

NEW ZEALAND KING SALMON66ANNUAL REPORT FY22
27. CAPITAL AND RESERVES

Share capital2022 2021

Issued shares000000

Ordinary shares140,638 138,986

Total issued shares140,638 138,986

# of SharesShare Capital

Movement in ordinary share

capital

2022

000

2021

000

2022

$000

2021

$000

The beginning of the period138,986 138,986 122,606 122,606

Share issue for employee LTI

share scheme1,652 - - -

Share issue recognised on

repayment of employee loans- - - -

Total share capital as at

period end140,638 138,986 122,606 122,606

2022

12 Months

2021

7 Months

000000

Unrealised gain /(loss) (18,187) 11,751

Realised gain /(loss) 9,716 4,136

Total gain / (loss) on hedge reserves (8,471) 15,887

Ordinary shares are fully paid with no par value. Each ordinary share has an equal

right to vote, to participate in dividends and to share in any surplus on winding

up of the Company. No dividend was declared nor paid during the year 2022

(7 months to 31 January 2021: No divided was declared nor paid).

Reserves

Foreign currency translation reserve

The foreign currency translation reserve is used to record exchange differences

arising from the translation of the financial statements of the foreign subsidiary.

Hedge reserve

The hedge reserve represents the unrealised gains and losses on interest rate

swaps and foreign currency forward contracts that the Group has taken out in

order to mitigate interest rate and foreign currency risks, net of deferred tax. Also

included are the realised gains on early closed foreign currency forward contracts

where the hedged future cash flows are still expected to occur (net of tax).

Retained earnings

Retained earnings represents the profits retained in the business.

Share based payment reserve

The share based payment reserve relates to one long term incentive (LTI) scheme

and two employee share ownership schemes. All of these schemes involve the

Company making interest-free limited recourse loans to selected personnel to

acquire shares in the Company. The employees must remain in employment for

the duration of the vesting or escrow periods before the employees receive the

full benefit of share ownership subsequent to repayment of the loan balance

remaining at time of vesting.

In order to maintain or adjust the capital structure the Group may adjust

dividends paid to shareholders, return capital to shareholders, issue new shares or

sell assets to reduce debt.

See also Note 2 Significant accounting judgements, estimates and assumptions,

Going Concern.

NEW ZEALAND KING SALMON67ANNUAL REPORT FY22
28. EVENTS AFTER BALANCE DATE

On 1 February 2022 the Group disclosed a mortality event was occurring at its

sea farms. This event has continued into February, March and April of FY23,

which will impact the FY23 harvest and financial results. As a result of this

mortality event the Group is:

-Undertaking a change to its farming strategy to reduce the mortality risk

by not farming the warmer farms during the summer months.

-The Group will look to offset the loss in harvest with market and product

optimisation in addition to traditional tools

In addition to the mortality event which has occurred at our warmer sea

farms over summer, the Group has also seen elevated mortality at one of its

other sites, Te Pangu, which has been linked to a feed related issue. This issue

will also result in a lower FY23 harvest and the expected financial impact of

this post year end mortality event is an EBITDA loss of $3.8m

In February 2022 the Group also commenced discussions with the BNZ

resulting in an extension to the delivery date for the 31 January 2022

covenants to 13 April 2022 and in any event on or before 30 April 2022 on the

understanding that an equity raise will be launched on or about that date.

The Group has modelled that breaches will occur without corrective action

being undertaken. On 12 April 2022, the Group’s Board approved to proceed

with a fully underwritten or pre-committed equity raise of $60.1m. In addition,

the Group has agreed a combination of temporary covenant waivers and

temporary adjustments to covenant definitions with its debt providers. As a

result of these corrective actions the Group has greater confidence that there

will be no default event in respect of its financial covenants for 12 months

from the date of approving these financial statements.

No final dividend was declared in respect of the year ended 31 January 2022

(7 months to 31 January 2021: Nil).

29. RELATED PARTY DISCLOSURE

Subsidiaries

New Zealand King Salmon Investments Limited has the following

trading subsidiaries.

SubsidiaryCountry of Incorporation

Equity

Interest

The New Zealand King Salmon Co

Limited

New Zealand100%

New Zealand King Salmon Exports

Limited

New Zealand100%

The New Zealand King Salmon Pty

Limited

Australia100%

New Zealand King Salmon USA

Incorporated

United States of America100%

The principal activity of The New Zealand King Salmon Co Limited is the farming

and processing of salmon. The activity of New Zealand King Salmon Exports

Limited, The New Zealand King Salmon Pty Limited, and New Zealand King

Salmon USA Incorporated is the distribution of salmon.

At balance date Oregon Group Limited owned 39.55% (2021: 40.02%) and China

Resources Ng Fung Limited owned 9.81% (2021: 9.96%) of the shares in New

Zealand King Salmon Investments Limited.

NEW ZEALAND KING SALMON68ANNUAL REPORT FY22
2022

12 Months

2021

7 Months

Related party payments$000$000

Good and services purchased from other related parties402 300

Total related party payments402 300

Related party sales

Goods and services sold to related parties- 28

Total related party sales- 28

Amounts owing to related parties20222021

Current amounts owing to related parties$000$000

Other amounts owing to related parties233 233

Total current amounts owing to related parties233 233

Transactions with related parties

The following provides the total amount of transactions that were entered into

with related parties for the relevant financial year:

Amounts owing by related parties$000$000

Amounts owing by related parties2 3

Total amounts owing by related parties2 3

2022

12 Months

2021

7 Months

$000$000

Audit fees309 189

Other assurance10 10

Tax advisory and compliance - -

Total auditor’s remuneration319 199


30. AUDITOR’S REMUNERATION

Other assurance services include performance of agreed upon procedures on

sustainability information of the Group.

31. RECO NCILIATION OF NET OPERATING CASH FLOW TO

PROFIT/(LOSS)

2022

12 Months

$000

2021

7 Months

$000

Reconciliation of the profit/(loss) for the period with

the net cash from operating activities

Profit /(loss) before tax(87,593) (9,326)

Adjusted for

Depreciation and amortisation10,125 5,969

Impairment59,255 -

(Gain)/loss on sale of assets135 1

Share-based payments146 98

Net foreign exchange differences13,633 5,428

Net loss /(profit) on derivative instruments at fair value

through profit or loss

483 38

(Increase)/decrease in trade and other receivables and

prepayments

(3,631) (3,409)

(Increase)/decrease in inventories and biological assets21,080 (2,687)

Increase/(decrease) in trade and other payables(2,455) 3,945

Income tax paid(4,171) (938)

Net cash flow (to)/ from operating activities7,008 (881)

32. REVENUE FROM CONTRACTS WITH CUSTOMERS

a. Sale of goods with variable consideration

Some contracts for the sale of goods provide customers with volume rebates.

Under NZ IFRS 15, volume rebates give rise to variable consideration.

Volume rebates

The Group provides retrospective volume rebates to certain customers on the

quantity of product purchased during the period. The rebate is charged at time

of settlement. Therefore the Group does not see the need to recognise a refund

liability due to timeliness of the transaction.

NEW ZEALAND KING SALMON69ANNUAL REPORT FY22
b. Contract balances: contract liabilities

A contract liability is the obligation to transfer goods to a customer for which

the Group has received consideration from the customer. If a customer pays

consideration before the Group transfers goods to the customer, a contract

liability is recognised when the payment is made or when the payment is

due (whichever is earlier). Contract liabilities are revenue when the Group

performs under the contract.

The Group recognises revenue from the following major brand sources:

-Ōra King

-Regal

-Southern Ocean

-Omega Plus

-New Zealand King Salmon

c. Performance obligations

Information about the Group’s performance obligations is summarised below:

Delivery to customer

The performance obligation is satisfied upon delivery of salmon products to

the customer, and payment terms generally range between cash on delivery

and 20th of the month following invoice date.

On collection

The performance obligation is satisfied upon collection of salmon products by

the customer and payment terms are generally on collection.

Receipt into store

The performance obligation is satisfied upon delivery of salmon products

when receipted into the customer’s store and payment terms are generally

on the 20th of the month following invoice date.

CIF, into hold

The performance obligation is satisfied upon delivery of shipping documents

including either the bill of lading or way bill dependent on transportation

mode. Payment terms generally range between 7 days from invoice date and

20th of the month following invoice date.

2022

12 Months

2021

7 Months

Revenue by Product Group$000$000

Whole fish 88,519 46,057

Fillets, Steaks & Portions 35,418 18,606

Wood Roasted 14,099 8,555

Cold Smoked 26,522 16,504

Other 9,972 5,517

Total revenue by product group174,530 95,239

20222021

Revenue by Brand$000$000

Ōra King 61,477 34,326

Regal 33,922 19,502

Southern Ocean 9,928 6,203

Omega Plus 2,859 1,408

New Zealand King Salmon 66,344 33,800

Total revenue by brand 174,530 95,239

20222021

Revenue by Geographical Location of Customers$000$000

New Zealand69,085 41,786

North America67,626 34,671

Australia11,816 6,385

Japan7,807 5,023

China1,737 1,021

Europe10,709 2,793

Other5,750 3,560

Total revenue by geographical location of customers174,530 95,239

Sales net of settlement discounts to one major customer for the period 1 February

2021 to 31 January 2022 totalled $19.08m or 10.93% of total gross revenue

(7 months to 31 January 2021 one major customer totalled $10.7m or 11.24% of

total gross revenue).

NEW ZEALAND KING SALMON70ANNUAL REPORT FY22
33. SEGMENT INFORMATION

Segment results

The Group’s strategy is to maximise longer term sales and overall

margins by focusing on branded, premium priced and differentiated

sales across its range of markets, channels and customers. The operating

results of the whole business are monitored for the purpose of making

decisions about resource allocating and performance. Accordingly, the

Group is considered to consist of one operating segment.

Segment performance – Refer also Note 32 for detail of disaggregation

of revenue by product, brand and geographical area.

NEW ZEALAND KING SALMON71ANNUAL REPORT FY22
Independent Auditors Report


Independent auditor’s report to the Shareholders of New

Zealand King Salmon Investments Limited

Opinion

We have audited the financial statements of New Zealand King Salmon

Investments Limited (“the company”) and its subsidiaries (together “the group”)

on pages 36 to 70, which comprise the consolidated statement of financial

position of the group as at 31 January 2022, and the consolidated statement

of comprehensive income, consolidated statement of changes in equity and

consolidated statement of cash flows for the year then ended of the group,

and the notes to the consolidated financial statements including a summary of

significant accounting policies.

In our opinion, the consolidated financial statements on pages 36 to 70 present

fairly, in all material respects, the consolidated financial position of the group as

at 31 January 2022 and its consolidated financial performance and cash flows for

the year then ended in accordance with New Zealand equivalents to International

Financial Reporting Standards and International Financial Reporting Standards.

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

has been undertaken so that we might state to the company’s shareholders

those matters we are required to state to them in an auditor’s report and for no

other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the company and the company’s shareholders,

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing

(New Zealand). Our responsibilities under those standards are further described in

the Auditor’s Responsibilities for the Audit of the Financial Statements section of

our report.

We are independent of the group in accordance with Professional and Ethical

Standard 1 International Code of Ethics for Assurance Practitioners (including

International Independence Standards) (New Zealand) issued by the New Zealand

Auditing and Assurance Standards Board, and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate

to provide a basis for our opinion.

Ernst & Young performs agreed upon procedures in relation to sustainability

information of the group. Partners and employees of our firm may deal with the

group on normal terms within the ordinary course of trading activities of the

business of the group. We have no other relationship with, or interest in, the group.

Material Uncertainty Related to Going Concern

We draw attention to Note 2c in the financial statements, which indicates that

the group was in breach of its bank covenants at balance date and is dependent

on the success of a proposed equity raise, or obtaining funding by alternative

means, to enable it to repay its bank loans. In addition, it may need to obtain

additional funding to finance its operations. As stated in Note 2c, these events or

conditions, along with other matters explained in Note 2c, indicate that material

uncertainties exist that may cast significant doubt on the group’s ability to

continue as a going concern. Our opinion is not modified in respect of this matter.

Key audit matters

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

of most significance in our audit of the consolidated financial statements of the

current year. These matters were addressed in the context of our audit of the

consolidated financial statements as a whole, and in forming our opinion thereon,

but we do not provide a separate opinion on these matters. In addition to the

matter described in the Material Uncertainty Related to Going Concern section,

we have determined the matters described below to be the key audit matters to

be communicated in our report. For each matter below, our description of how

our audit addressed the matter is provided in that context.

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.

NEW ZEALAND KING SALMON72ANNUAL REPORT FY22

Impairment assessment

Why SignificantHow our audit addressed the key audit matter

Prior to its impairment, the consolidated statement of financial position included

goodwill arising from business combinations of $39.3 million (2021: $39.3

million). An impairment test of the carrying value of goodwill is required annually

and as a result of this, along with other indicators, an impairment assessment

was conducted at year end. The group has recorded an impairment of the full

amount of goodwill of $39.3 million and an additional impairment of other

assets of $14.4 million.

The recoverable amount of a cash generating unit (“CGU”) is the higher of fair

value less costs to sell (FVLCS) and value in use (VIU). The group has determined

that it has a single CGU.

Impairment is a key audit matter because the group’s year end assessment of

recoverable amount involves significant judgements related to future cash flow

forecasts, discount rate and terminal growth rate assumptions. These are key

inputs into the group’s discounted cashflow (DCF) model used to assess the VIU

of the CGU and so its recoverable amount.

Disclosures in relation to impairment of goodwill and other assets are included in

Note 5 to the group financial statements.

In obtaining sufficient, appropriate audit evidence we:

»evaluated the appropriateness of the group’s single CGU determination;

»considered the group’s value in use assessment. This included the following:

-agreed relevant DCF inputs to Board approved budget and forecasts

and compared these with historical actual results taking into account

proposed changes in the group’s strategy. We also considered the

accuracy of the group’s previous forecasts;

-tested the mathematical accuracy of future cash flow forecasts and

discounting applied;

-involved our valuation specialists in assessing the discount rate and

terminal growth rate applied, as well as benchmarking components of

the group’s forecasts against other market information;

»considered the appropriateness of the adoption of the calculated VIU as

the CGU’s recoverable amount;

»involved our valuation specialists in performing an assessment of FVLCS

based on market capitalisation;

»evaluated the assessment of the carrying value of the CGU prior to

impairment, the resulting impairment charge and its allocation to goodwill

and other assets; and

We also considered the appropriateness and sufficiency of impairment

related disclosures included in the group financial statements.

NEW ZEALAND KING SALMON73ANNUAL REPORT FY22
Biological assets


Why SignificantHow our audit addressed the key audit matter

At 31 January 2022, the consolidated statement of financial position includes

biological assets (live salmon) of $75.0 million with an estimated biomass of

6,015 metric tonnes measured at fair value less costs to sell. This includes a fair

value increase above cost of $24.4 million.

This is a key audit matter because the group’s estimation of the fair value of

biological assets involves estimation of year-end biomass and a valuation model

that relies on significant estimation including:

»year end biomass and future growth to harvest;

»future fish mortalities;

»forecast sales prices;

»forecast costs to harvest date and of sale;

»forecast sales product mix; and

»use of a weight-based method, to recognise the estimated fair value gain at

balance date

Disclosures in relation to biological assets are included in Note 15 to the group

financial statements.

In considering the valuation of live salmon we:

»evaluated the appropriateness of key estimations and assumptions and their

impact on the valuation assessment;

»agreed key estimation inputs used by the group in their valuation model to

source data and to Board approved forecasts;

»involved our valuation specialists in the evaluation and testing of the

mathematical integrity of the calculations in the valuation model;

»challenged the accuracy of model inputs compared to historical actual values

and considered the accuracy of previous forecasts; and

»considered post year end harvest mortality data to assess the impact, if any, on

the forecasts used in the valuation model.

In considering live salmon biomass at year end we:

»tested controls over fish count recording at the point of transfer from the

freshwater hatcheries to sea pens;

»considered the key inputs used by the group in estimating growth and biomass;

»tested controls over fish quantity and biomass adjustments to the livestock

recording system;

»agreed significant quantity and biomass adjustments made by the group in the

livestock recording system to source data;

»performed analytical procedures over feed conversion to biomass; and

»considered the accuracy of historical forecasts of average fish weight and

quantity recorded in the livestock recording system to actual fish harvest data.

We also considered the appropriateness and sufficiency of biological assets

disclosures included in the group financial statements.

NEW ZEALAND KING SALMON74ANNUAL REPORT FY22
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.

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 Brendan Summerfield.

Chartered Accountants

Christchurch

13 April 2022

NEW ZEALAND KING SALMON75ANNUAL REPORT FY22
Corporate Governance

CORPORATE GOVERNANCE STATEMENT

The Board of New Zealand King Salmon Investments Limited (the Company)

is committed to ensuring that the Company meets best practice governance

principles and maintains the highest ethical standards. This Corporate

Governance Statement provides an overview of the Company’s governance

framework. It is structured to follow the NZX Corporate Governance Code (NZX

Code) and disclose practices relating to the NZX Code’s recommendations.

The Board’s view is that during the reporting period the Group has complied

with the corporate governance principles and recommendations set out in the

NZX Code apart from specific areas noted in this report. The Board believes

our governance structures and in particular, our remuneration approach meets

our strategic objectives. In forming our conclusions, we have sought external

feedback from shareholders and advisors to challenge our thinking and validate

our findings, which we have appreciated.

The corporate governance principles and standards of the Company also

comply with the:

-Financial Markets Authority’s Corporate Governance in New Zealand Principles

and Guidelines.

-ASX Corporate Governance Principles and Recommendations.

-NZX and ASX Listing Rules (corporate governance requirements).

The Company’s key corporate governance documents referred to in this

statement, including charters and policies, can be found on the Company’s

website, www.kingsalmon.co.nz.

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.

Recommendation 1.1

The Board should document minimum standards of ethical behaviour to which

the issuer’s Directors and employees are expected to adhere (a Code of Ethics).

Code of Ethics

The Board sets a framework of ethical standards for the Group via its Code of

Ethics, which is contained in the Company’s Corporate Governance Code. These

standards are expected of all Directors and employees of the Group.

The Code of Ethics covers a wide range of areas including requiring Directors,

employees, contractors and advisers to:

-Act honestly and with personal integrity in all actions.

-Declare conflicts of interest and proactively advise of any potential conflicts.

-Undertake proper receipt and use of corporate information, assets and

property.

-In the case of Directors, give proper attention to the matters before them.

-Act honestly and in the best interests of the Company, as required by law, and

take account of interests of shareholders and other stakeholders.

-Adhere to any procedures around giving and receiving of gifts.

-Adhere to any procedures about whistle blowing.

-Manage breaches of the Code of Ethics.

No breaches of the Code of Ethics were reported during the year to

31 January 2022.

NEW ZEALAND KING SALMON76ANNUAL REPORT FY22
Every new Director, employee and contractor is provided with a copy of the Code

of Ethics and must confirm that they have read and understand the Code of

Ethics. The Code of Ethics is available on the Company’s website.

The Code of Ethics is subject to annual review by the Board.

The Company maintains an interests register, on which Directors and executives

disclose any interests such as other Directorships, shareholdings or ownership,

which may potentially lead to conflicts or perceived conflicts of interest.

Recommendation 1.2

An issuer should have a financial product dealing policy which applies to

employees and Directors.

Share Trading by Company Directors and Employees

The Board of the Company has implemented a formal procedure to handle

trading in the Company’s quoted financial products. All Directors, officers,

employees, contractors and advisers of the Group must comply with the

procedures set out in the Financial Products Trading Policy and Guidelines as

detailed in the Company’s Corporate Governance Code.

All trading by Directors and senior managers (as defined by the Financial

Markets Conduct Act 2013) is required to be reported to NZX and recorded in

the Company’s securities trading register. A blackout period is imposed for all

Directors and employees between the end of the half year and full year and the

release to NZX of the result for that period. The policy provides that shares may

not be traded at any time by any individual holding material information. The full

procedures are outlined in the Financial Products Trading Policy and Guidelines,

which is contained in the Company’s Corporate Governance Code, available on

the Company’s website.

PRINCIPLE 2 – BOARD COMPOSITION & PERFORMANCE

To ensure an effective Board, there should be a balance of independence,

skills, knowledge, experience and perspectives.

Recommendation 2.1

The Board of an issuer should operate under a written charter which sets out

the roles and responsibilities of the Board. The Board charter should clearly

distinguish and disclose the respective roles and responsibilities of the Board

and management.

Responsibilities of the Board

The Board is the ultimate decision-making body of the Company and appoints

the Chief Executive Officer and Managing Director (CEO) to whom it delegates

the responsibility of managing day-to-day operations.

The Board is responsible for setting the strategic direction of the Company,

directing the Company and enhancing shareholder value in accordance with

good corporate governance principles.

In addition to the duties and obligations of the Board under the Companies Act

1993 (the Act) and the NZX Listing Rules, the functions of the Board include:

-Appointing the Chair and the CEO.

-Providing counsel to, and reviewing the performance of, the CEO and CFO.

-Reviewing and approving the strategic, business and financial plans prepared

by management.

-Monitoring performance against the strategic, business and financial plans.

-Approving major investments and divestments.

-Ensuring ethical behaviour by the Company, Board, management

and employees.

-Assessing its own effectiveness in carrying out its functions.

The Board monitors these matters by receiving reports and plans from

management and appropriate experts, and by maintaining an active

programme of Company site visits.

NEW ZEALAND KING SALMON77ANNUAL REPORT FY22
As detailed in the chart below, the size of each section represents a combination

of the skills available and the perceived importance of each of these skills.

Weighted Skills Chart as at June 2020

The skills matrix is used to evaluate whether the collective skills and experience of

the Directors meet the Company’s requirements both currently and into

the future.

The composition of the Board is reviewed to ensure that the Company has access

to the most appropriate balance of skills, qualifications, experience, perspectives

and background to effectively govern the Company.

A number of areas will be supplemented by on-going Director training. The Board

noted the range of qualifications, experience, perspectives and background were

appropriate at this time. The average tenure of the current Directors is 8.4 years.

The Board uses committees to address certain issues that require detailed

consideration by members of the Board who have specialist knowledge and

experience. The Board retains ultimate responsibility for the functions of its

committees and determines their responsibilities.

The Board has a statutory obligation to maintain responsibility for certain

matters. It also deals directly with issues relating to the Company’s mission,

appointments to the Board, strategy, business and financial plans.

Details of the Board’s role, composition, responsibilities, operation, policies and

committees are provided in the Company’s Corporate Governance Code.

Recommendation 2.2

Every issuer should have a procedure for the nomination and appointment of

Directors to the Board.

Director Nomination and Appointment

The Board is responsible for appointing Directors. The Nominations and

Remuneration Committee manages the appointment process for new

Directors and the re-election of existing Directors in order to make a

recommendation to the Board. The nomination and appointment procedure

is set out in the Committee’s charter, which is included in the Company’s

Corporate Governance Code.

When considering an appointment, the Committee will undertake a thorough

check of the candidate and their background. Where the Board determines

a person is an appropriate candidate, shareholders are notified of that and

are provided with all material information that is relevant to the decision on

whether to elect or re-elect a Director.

The Nominations and Remuneration Committee also has responsibility for

reviewing the composition of the Board to ensure that the Company has

access to the most appropriate balance of skills, qualifications, experience,

perspectives and background to effectively govern the Company.

The Board has developed a skills matrix setting out the key skills they believe

are necessary for governance of the Company. The Board has determined that

to operate effectively and to meet its responsibilities it requires competencies

in key disciplines covering business acumen, strategic ability, governance,

industry knowledge, people, finance skills and export markets.

Business Acumen

Strategic Ability

Finance Skills

Governance

Industry Knowledge

People

Export Markets

NEW ZEALAND KING SALMON78ANNUAL REPORT FY22
Recommendation 2.3

An issuer should enter into written agreements with each newly appointed

Director establishing the terms of their appointment.

Letter of Appointment

All new Directors enter into a written agreement with the Company setting out

the terms of their appointment.

Recommendation 2.4 and 2.8

Every issuer should disclose information about each Director in its annual report

or on its website, including a profile of experience, length of service, independence

and ownership interests and Director attendance at Board meetings.

A majority of the Board should be Independent Directors.

Board of Directors

A profile of each of the Directors is on page 32 of this report. The profiles include

information on the year of appointment, skills, experience and background of each

Director.

The roles of the Board Chair, Audit and Finance Committee Chair, and CEO are

not held by the same person.

Ownership of the Company’s shares by Directors is encouraged rather than being

a requirement. Directors’ ownership interests are disclosed at pages 99-100.

The Board does not have a tenure policy; however, it recognises that a regular

refreshment programme leads to the introduction of new perspectives, skills,

attributes and experience.

Interests Register

The Board maintains an Interests Register. Any Director with an interest in a

transaction with the Company must immediately disclose to the Board the

nature, monetary value and extent of the interest. A Director who is interested

in a transaction may attend and participate at a Board meeting at which the

transaction is discussed but may not be counted in the quorum for that meeting

or vote in respect of the transaction, unless it is one of which Directors are

expressly required by the Companies Act 1993 to sign a certificate.

Particulars of entries made in the Interests Register for the period to 31 January

2022 are included in the Director Disclosures section on page 98-100.

Director Independence

On the advice of the Nominations and Remuneration Committee, the Board

determines annually on a case-by-case basis who, in its view, are Independent

Directors. The guidelines set out in the NZX Code are used for this purpose.

The Board will review any determination it makes on a Director’s independence

on becoming aware of any new information that may affect that Director’s

independence. For this purpose, Directors are required to ensure they immediately

advise the Board of any new or changed relationship that may affect their

independence or result in a conflict of interest.

As a result of the formal BetterBoards evaluation undertaken in 2018, the Board

confirms the designation of John Ryder, Paul Steere and Catriona Macleod as

Independent Directors, noting Paul Steere resigned as CEO of the Company in

2009. The Board has determined that these Directors, including the Chair of the

Board, remained independent during the reporting period.

The Board currently has seven Directors, three of whom are considered

independent. Therefore, the Board does not currently have a majority of

Independent Directors as recommended by the NZX Code Recommendation 2.8,

but it does comply with Listing Rule 2.1.1(c) by having three Independent Directors.

The Company has decided that the current composition of the Board best serves

the Company, but it is intended, in the medium term, to have a majority of

Independent Directors. The Board will continue to assess the appropriate options

and opportunities to achieving this goal.

Director period of appointment

Number of Directors

0-3 years

3

3-9 years

1

9+ years

3

NEW ZEALAND KING SALMON79ANNUAL REPORT FY22
Recommendation 2.5

An issuer should have a written diversity policy which includes requirements for

the Board or a relevant Committee of the Board to set measurable objectives for

achieving diversity (which, at a minimum, should address gender diversity) and to

assess annually both the objectives and the entity’s progress in achieving them.

The issuer should disclose the policy or a summary of it.

The Company recognises the value in diversity and seeks to ensure that the Board

and workforce of the Group is as diverse as the community in which we operate.

A formal diversity policy was adopted by the Board on 29 June 2018 and can be

found in the Company’s Corporate Governance Code at

https://www.kingsalmon.co.nz/governance

The Company does recruit, promote and compensate on the basis of merit,

regardless of gender, ethnicity, religion, age, nationality or union membership. The

Company does require that people in the workplace are treated with respect in

accordance with the Company’s Code of Conduct and Way We Work document.

The Board is committed to increasing the level of diversity at Board and executive

level wherever possible, however no measurable objectives were set for the year

ended 31 January 2022. The Board is currently reviewing the most appropriate

measurable objectives and will report against its progress in meeting any specific

diversity objectives in its 2023 Annual Report.

Responsibility for workplace diversity and the setting of measurable objectives is

held by the Nominations and Remuneration Committee.

The gender composition of the Company’s Board and senior leadership team (SLT)

is as follows:

Position

Board

Senior Leadership Team

Female

2 (29%)

2 (20%)

Male

5 (71%)

8 (80%)

Female

1 (14%)

2 (29%)

Male

6 (86%)

5 (71%)

As at 31 January 2022As at 31 January 2021

The Company has a long-term target of equal male and female representation

at Board and SLT level however this target has not yet been achieved.

Recommendation 2.6

Directors should undertake appropriate training to remain current on how to best

perform their duties as Directors of an issuer.

Director Training

The Board does ensure that there is appropriate training available to all

Directors to enable them to remain current on how best to discharge their

responsibilities and keep up to date on changes and trends in areas relevant to

their work. Directors are provided with industry information and receive copies

of appropriate company documents to enable them to perform their role. The

Board has allocated funding of $1,000 per annum for each Director to provide

resources to help develop and maintain skills and knowledge.

Directors are expected to maintain their knowledge of latest governance and

business practices in order to perform their duties.

The Board also ensures that new Directors are appropriately introduced to

management and the businesses.

Recommendation 2.7

The Board should have a procedure to regularly assess Director, Board and

Committee performance.

Board Performance Evaluation

The Board annually assesses its effectiveness in carrying out its functions and

responsibilities. The Chair of the Board leads the review and evaluation of the

Board as a whole, and of the Board Committees, against their charters. The

Chair of the Board also engages with individual Directors to evaluate and discuss

performance and professional development

In 2018 the Board undertook the Institute of Directors’ BetterBoard evaluation.

This provided the opportunity for a formal review of Board operations to ensure

best practise was being followed. Several of the conclusions of the BetterBoard

evaluation are noted in this report and have been implemented, particularly in

relation to the structure of Board committees and nominated participates.

NEW ZEALAND KING SALMON80ANNUAL REPORT FY22
Recommendation 2.9

An issuer should have an independent Chair of the Board. If the Chair is not

independent, the Chair and the CEO should be different people.

Chair Assessment

The Chair of the Board and the CEO are separated to ensure that a conflict

of interest does not arise. The Chair of the Board is responsible for leading the

Board, facilitating the effective contributions of all Directors and promoting

constructive and respectful relations between Directors and between the Board

and management. The Chair is also responsible for setting the Board’s agenda

and ensuring that adequate time is available for discussion of all agenda items, in

particular strategic issues.

Issuers should have an Independent Chair who can contribute to a culture of

openness and constructive challenge that allows for a diversity of views to be

considered by the Board. Good governance demands an appropriate separation

between those charged with managing a listed entity and those responsible for

overseeing its managers.

PRINCIPLE 3 – BOARD COMMITTEES

The Board should use committees where this will enhance its effectiveness in

key areas, while still retaining Board responsibility.

Board Committees

The Board formally constituted three committees in June 2018: the existing

Nominations and Remuneration Committee, the reformed Audit and Finance

Committee and the new Health, Safety and Risk Committee. Each committee

focuses on specific areas of governance and together they strengthen the Board’s

oversight of the Company. Committee membership is reviewed annually.

Each Committee has a written charter that is approved by the Board and sets

out its mandate. The charters are reviewed annually with any proposed changes

recommended to the Board for approval. The charters can be found within the

Company’s Corporate Governance Code.

Annually each Committee agrees a programme of matters to be addressed over

the following twelve-month period. The Committees each annually review their

performance against the Committee charter and objectives for the year and

report their findings to the Board.

Audit &

Finance

CommitteeBoard

Nominations &

Renumeration

Committee

Health,

Safety & Risk

CommitteeDirector

John Ryder (Chair)

Paul Steere (Chair Audit

& Finance Committee

& Chair Nominations &

Renumeration Committee)

Jack Porus

Lai Po Sing

Catriona Macleod (Chair

Health, Safety and Risk

Committee

Chiong Yong Tiong

Yuen Ping Carol Chen

Grant Rosewarne

(Executive Director)

9/9

9/9

8/9

7/7

9/9

9/9

1/2

9/9

4/4

4/4

4/4

-

-

-

-

4/4

-

2/2

1/2

-

-

-

-

2/2

-

-

-

-

4/4

4/4

-

4/4

Attendance at Meetings

The table below sets out Director attendance at Board and Committee meetings

during the financial period to 31 January 2022.

NEW ZEALAND KING SALMON81ANNUAL REPORT FY22
Recommendation 3.1

An issuer’s Audit and Finance Committee should operate under a written

charter. Membership on the Audit and Finance Committee should be a majority

of Independent Directors and comprise solely of Non-ExecutiveDirectors of the

issuer. The Chair of the Audit and Finance Committee should not also be the

Chair of the Board.

Audit and Finance Committee

The primary function of the Audit and Finance Committee is to assist the Board

in fulfilling its oversight responsibilities relating to the Company:

-To oversee the financial reporting and continuous disclosure processes, ensuring

the interests of shareholders are properly protected.

-To ensure internal control and disclosure maintains integrity and transparency.

-To provide the Board with an independent assessment of the Company’s

financial position and accounting affairs.

-To oversee the Company’s capital and treasury management.

The members of the Committee are all Independent Non-ExecutiveDirectors, all

with accounting and financial backgrounds. The members are Paul Steere (Chair),

John Ryder and Jack Porus. The Chair of the Audit and Finance Committee and

the Board Chair are different people. The Audit and Finance Committee held

four meetings during the period to 31 January 2022. The agenda items for each

meeting generally relate to financial governance, external financial reporting,

external audit, internal controls and processes, and compliance.

Recommendation 3.2

Employees should only attend Audit and Finance Committee meetings at the

invitation of the Audit and Finance Committee.

Meeting Attendance

The CEO and Chief Financial Officer (CFO) are regularly invited to attend Audit

and Finance Committee meetings. The committee also regularly holds private

sessions with the external auditors, which management is excluded from.

Recommendation 3.3 and 3.4

An issuer should have a Remuneration Committee which operates under a written

charter (unless this is carried out by the whole Board). At least a majority of

the Remuneration Committee should be Independent Directors. Management

should only attend Remuneration Committee meetings at the invitation of the

Remuneration Committee. An issuer should establish a nomination committee to

recommend Director appointments to the Board (unless this is carried out by the

whole Board), which should operate under a written charter. At least a majority

of the nomination committee should be Independent Directors.

Nominations and Remuneration Committee

The Nominations and Remuneration Committee’s role is to assist the Board by:

-Establishment of a clear framework for oversight and management of the

Company’s remuneration structure, policies, procedures and practices to ensure

the Company’s remuneration is fair and reasonable.

-Defining the roles and responsibilities of the Board and senior management.

-Reviewing and making recommendations on Board composition and succession.

In particular, the Nominations and Remuneration Committee’s role is to ensure

that the Board is balanced in terms of skills and knowledge and to ensure that

the method of nomination and appointment of Directors is transparent.

Under the Nominations and Remuneration Committee Charter, the Committee

shall comprise of, wherever possible, a majority of Independent Directors.

The current members of the Committee are Paul Steere (Chair) (Independent,

Non-Executive) and Jack Porus (nominated as a Director by Oregon Group

Limited and thus not independent). Therefore, the Nominations and

Remuneration Committee does not currently have a majority of Independent

Directors as recommended by the NZX Code Recommendations 3.3 and 3.4. The

Company has decided that the current composition of the Nominations and

Remuneration Committee best serves the Company.

The Committee held two meetings during the period to 31 January 2022.

NEW ZEALAND KING SALMON82ANNUAL REPORT FY22
Recommendation 3.5

An issuer should consider whether it is appropriate to have any other Board

committees as standing Board committees. All committees should operate

under written charters. An issuer should identify the members of each of its

committees, and periodically report member attendance.

Health, Safety and Risk Committee

The Company has since 2015 operated a management Health & Safety Steering

Group, generally meeting quarterly and with attendance by a Board Director.

The Board’s commitment to ensuring a safe and healthy workplace for team

members, contractors and visitors led to it establishing a Health, Safety and

Risk Committee in June 2018, which operates under a written charter.

The primary functions of the Health, Safety and Risk Committee are:

-To assist the Board to provide leadership and policy for health and safety, in

addition to other risks including sustainability.

-To assist the Board to fulfil its responsibilities and to ensure compliance with

all legislative and regulatory requirements in relation to the health and safety

practices of the Company as those activities affect employees

and contractors.

-To support the ongoing improvement of health and safety in the workplace.

-Ensure and overview the identification of risk to the Company’s operations,

both financial and non-financial, the mitigation measures in place and such

further measures to be enacted so risk is managed to as satisfactory a level

as practical.

The members of the Committee are Catriona Macleod (Chair) and Chiong

Yong Tiong.

Recommendation 3.6

The Board should 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 Board should disclose

the scope of independent advisory reports to shareholders. These protocols

should include the option of establishing an independent takeover committee,

and the likely composition and implementation of an independent takeover

committee.

Takeover Protocols

The Board has documented and adopted a series of protocols to be followed in

the event of a takeover offer being made, including communication between

insiders and any bidder.

It is proposed that the Audit and Finance Committee will oversee the protocols

and act as the takeover committee, assuming there are no conflicted

members of the Committee. The Committee would have responsibility for

managing the takeover in accordance with the Board protocols and the New

Zealand Takeovers Code.

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.

Recommendation 4.1

An issuer’s Board should have a written continuous disclosure policy.

Shareholder Communications and Market Disclosure

The Company’s Board is committed to the principle that high standards of

reporting and disclosure are essential for proper accountability between the

Company and its investors, employees and stakeholders.

The Company achieves these commitments, and the promotion of investor

confidence, by ensuring that trading in its shares takes place in an efficient,

competitive and informed market. The Company has in place a written

Shareholder Communications and Market Disclosure Policy designed to ensure

this occurs. The policy includes procedures intended to ensure that disclosure

is made in a timely and balanced manner and in compliance with the NZX

Listing Rules, such that:

-All investors have equal and timely access to material information

concerning the Company, including its financial situation, performance,

ownership and governance.

-Company announcements are factual and presented in a clear and

balanced way.

NEW ZEALAND KING SALMON83ANNUAL REPORT FY22
The Company is committed to the promotion of investor confidence by

ensuring that the trading of Company shares takes place in an efficient,

competitive and informed market. The CFO is responsible for the Company’s

compliance with NZX and ASX continuous disclosure requirements and the

Board is advised of, and considers, continuous disclosure issues at each Board

meeting or whenever else required.

Significant market announcements, including the preliminary announcement

of the half year and full year results, the financial statements for those periods,

and any advice of a change in earnings forecast are approved by the Board.

Directors consider at each Board meeting whether there is any material

information which should be disclosed to the market.

Recommendation 4.2

An issuer should make its Code of Ethics, Board and Committee charters

and the policies recommended in the NZX Code, together with any other key

governance documents, available on its website.

Governance Policies and Charters

The Company’s key corporate governance documents, including charters and

policies, can be found at https://www.kingsalmon.co.nz/governance/

Recommendation 4.3

Financial reporting should be balanced, clear and objective. An issuer should

provide non-financial disclosure at least annually, including considering

environmental, economic and social sustainability factors and practices. It

should explain how operational or non-financial targets are measured. Non-

financial reporting should be informative, include forward looking assessments,

and align with key strategies and metrics monitored by the Board.

Financial and Non-Financial Reporting

The Board is responsible for ensuring the integrity and timeliness of its financial

reporting. As noted above under ‘Board Committees’, the Audit and Finance

Committee monitors financial reporting risks in relation to the preparation of

the financial statements.

The Audit and Finance Committee, with the assistance of management, works to

ensure that the financial statements are 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.

The Audit and Finance Committee oversees the quality and integrity of external

financial reporting including the accuracy, completeness, balance and timeliness

of financial statements. It reviews half-year and annual financial statements and

makes recommendations to the Board concerning accounting policies, areas of

judgement, compliance with financial reporting standards, stock exchange and

legal requirements, and the results of the external audit. All matters required to

be addressed and for which the Committee has responsibility were addressed

during the period under review.

All interim and full-year financial statements are prepared in accordance with

relevant financial standards.

Both financial and non-financial disclosures are made at least annually,

including reporting of material exposure to environmental, economic and social

sustainability risks and other key risks. The Company has a strategic target to

develop best-in-class sustainability reporting and to measure and report on key

sustainability aspects affecting its businesses.

The Company’s sustainability update for 2022 is included in this report at pages

15–20 and provides details of the Company’s initiatives in this area. The Company

draws on 5 of the United Nations Sustainable Development Goals focusing on

the food sector and aquaculture industry both nationally and globally. The five

Goals being focused on are: decent work and economic growth, climate action,

good health and well-being, responsible consumption and production, and life

below water.

NEW ZEALAND KING SALMON84ANNUAL REPORT FY22
PRINCIPLE 5 – REMUNERATION

The remuneration of Directors and senior management should be

transparent, fair and reasonable.

Recommendation 5.1

An issuer should recommend Director remuneration to shareholders for

approval in a transparent manner. Actual Director remuneration should be

clearly disclosed in the issuer’s annual report.

Recommendation 5.2

An issuer should have a remuneration policy for remuneration of Directors and

senior management, which outlines the relative weightings of remuneration

components and relevant performance criteria.

Recommendation 5.3

An issuer should disclose the remuneration arrangements in place for the CEO

in its annual report. This should include disclosure of the base salary, short-

term incentives and long-term incentives and the performance criteria used to

determine performance-based payments.

Remuneration Report Introduction

This Remuneration Report outlines the Company’s overall reward strategy

for the period to 31 January 2022 and provides detailed information on the

remuneration arrangements in this period for the Directors of the Company,

including the CEO, and other nominated executives.

The Company’s Remuneration Policy, which may be amended from time to

time, is reviewed at least once a year. The Company has also established a

number of additional policies to support a strong governance framework and

uphold ethical behaviour and responsible decision making.

Remuneration Policy

The Nominations and Remuneration Committee is responsible for making

recommendations to the Board on remuneration policies and packages for

Directors, the CEO and nominated executives. The primary objectives of the

Remuneration Policy are to provide a competitive and flexible structure that

reflects market practice but is tailored to the specific circumstances of the

Company and which reflects each person’s duties and responsibilities, in order

to attract, motivate and retain people of the appropriate quality. This includes

the Company’s responsibility to monitor diversity and ensure pay equity.

The Nominations and Remuneration Committee reviews market data on

remuneration structure and quantum. The remuneration packages of the CEO and

nominated executives are structured to include a Short-Term Incentive Scheme (STI

Scheme) that is directly linked to the overall financial and operational performance

of the Company. The CEO and nominated executives may also be invited to

participate in the Company’s Long-Term Incentive Scheme (LTI Scheme). The long-

term benefits of the LTI Scheme are currently solely conditional upon the Company

share price meeting certain performance criteria, details of which are outlined below.

Remuneration Structure

In accordance with best practice corporate governance, the structure of Non-

ExecutiveDirector remuneration is separate and distinct from the remuneration of

the CEO and other executives.

Components of Compensation - Non-ExecutiveDirectors

a. Remuneration

The Board seeks to set aggregate remuneration for Non-ExecutiveDirectors at a level

which provides the Company with the ability to attract and retain Directors of the

highest calibre, whilst incurring a cost which is acceptable to shareholders.

No remuneration is payable to Non-ExecutiveDirectors unless it is approved by

the Company’s shareholders. The NZX Listing Rules specify that shareholders can

approve a per Director remuneration amount or an aggregate Directors’ fee pool.

Shareholders approved an aggregate fee pool of $520,000 at the November 2019

Annual Shareholders Meeting and no adjustment will be sought at the 2022

Annual Meeting.

The aggregate remuneration paid to Non-ExecutiveDirectors and the manner

in which it is apportioned amongst Directors is reviewed annually, with any

proposed increase in the aggregate pool put to shareholders for approval at the

Company’s next Annual Shareholders Meeting. The Board reviews its fees to ensure

the Company’s Non-ExecutiveDirectors are fairly remunerated for their services,

recognising the level of skill and experience required to fulfil the role and to enable

the Company to attract and retain talented Non-ExecutiveDirectors. The process

involves benchmarking against a group of peer companies. In addition, the Board

reviews the Committee structure and appropriate level of resourcing required to

make an on-going contribution to long term value creation. At the end of 2018,

the Board made changes to the committee structure including the formation of

the Health, Safety and Risk Committee, bringing an additional focus to an area

considered to be a key driver for the Company.

NEW ZEALAND KING SALMON85ANNUAL REPORT FY22
Non-ExecutiveDirectors have no entitlement to any performance-based remuneration or participation in any share-based incentive schemes. This policy reflects the

differences in the role of the Non-ExecutiveDirectors, which is to provide oversight and guide strategy, and the role of management, which is to operate the business

and execute the Company’s strategy. Non-ExecutiveDirectors are encouraged to be shareholders but are not required to hold shares in the Company.

Each Non-ExecutiveDirector receives a fee for services as a Director of the Company. An additional fee is also paid for being a member of the Board’s Nominations

and Remuneration Committee, Audit and Finance Committee, and Health, Safety & Risk Committee. The payment of an additional fee recognises the additional time

commitment required by Directors who serve on those committees. Directors are also entitled to be reimbursed for costs associated with carrying out their duties.

Fees paid to the Non-ExecutiveDirectors of the Company for the period to 31 January 2022 were as follows:

Director

Base Fee

Audit &

Finance

Comm.

Nomination &

Renumeration

Comm.

Health

Safety & Risk

Comm.

Total

Fees paid/

Payable

John Ryder$120,000$0$0$0$120,000

Jack Porus$60,000$4,500$4,500$0$69,000

Paul Steere (Chair Audit & Finance Comm. & Chair Nominations & Renumeration Comm.)$60,000$9,000$9,000$0$78,000

Laoi Po Sing$45,000$0$0$0$45,000

Catriona Macleod (Chair Health, Safety and Risk Comm.)$60,000$0$0$9,000$69,000

Chiong Yong Tiong$60,000$0$0$4,500$64,500

Carol Chen$10,000$0$0$0$10,000

Fees Paid for Serving on Committees

NEW ZEALAND KING SALMON86ANNUAL REPORT FY22
Remuneration of CEO and Employees

The number of employees of the Group (including former employees), not being

Directors, who received remuneration and other benefits in excess of $100,000 in

the period to 31 January 2022 is set out in the remuneration bands detailed below:

* Note above excludes CEO but includes redundancy payments, other prescribed fringe benefits and any LTI benefits.

Number of Employees

FY2022

FY2021

(7 months)Renumeration

$100,000 to $109,99973

$110,000 to $119,99961

$120,000 to $129,99990

$130,000 to $139,99963

$140,000 to $149,99941

$150,000 to $159,99960

$160,000 to $169,99910

$170,000 to $179,99920

$180,000 to $189,99901

$210,000 to $219,99920

$220,000 to $229,99900

$230,000 to $239,99910

$240,000 to $249,99910

As set out in further detail below, the total remuneration and value of other

benefits paid to the CEO (including under the STI Scheme and LTI Scheme detailed

below) for the period to 31 January 2022 was $534,244 (Seven-month period to 31

January 2021: $364,264).

Components of Compensation – CEO and Other Nominated Executives

a. Structure

The Company aims to reward the CEO and nominated executives with a level and

mix of remuneration commensurate with their position and responsibilities within

the Group, so as to:

-Reward them for Company performance against targets set by reference to

appropriate benchmarks and key performance indicators.

-Align their interests with those of shareholders.

-Ensure total remuneration is competitive by market standards.

Remuneration consists of both fixed and variable remuneration components. The

variable remuneration component comprises the STI Scheme and the LTI Scheme.

The proportion of fixed remuneration and variable remuneration is established

for the CEO and for each nominated executive by the Board, following

recommendations from the Nominations and Remuneration Committee and the

CEO (in the case of the nominated executives only).

The remuneration packages for the CEO and nominated executives are all subject

to Board approval. There were no material changes to the remuneration structures

or targets for the 2022 year.

* Based on year the amount was paid

** Base salary includes Super contributions, SX, Life IP and any leave cashed in

*** Value of LTI benefit is calculated as market value of shares at date of vesting less loan repayable

Year

Base

Salary

Vehicle

Allowance

Fixed

Remuneration

Pay for

Performance

STI

Pay for

Performance

LTI

Total

Remuneration

2022$500,219$17,634$517,853$16,391-$534,244

2021$296,284$18,667$314,951-

49,313

$364,264

NEW ZEALAND KING SALMON87ANNUAL REPORT FY22
Fixed vs At Risk Renumeration FY2022

Fixed vs At Risk Renumeration FY2021 (Seven Months)

Fixed

Fixed

At Risk

At Risk

CEO

CEO

Other SLT

Other SLT

500,000

100,000

1,000,000

300,000

1,500,000

500,000

2,000,000

700,000900,000

The mix of fixed versus variable ‘at risk’ remuneration payable in respect of the

period to 31 January 2022 versus the seven month period to 31 January 2021 was

as follows:

1. Fixed Annual Remuneration

Remuneration levels are reviewed every three years to ensure that they are

appropriate for the responsibility, experience and performance of the CEO and

each nominated executive and are competitive with the market. In addition, the

overall mix of variable compensation and their terms are also considered when

setting and/or reviewing fixed remuneration.

The CEO and nominated executives receive their fixed annual remuneration in

cash and a limited range of prescribed fringe benefits such as superannuation,

motor vehicle and health insurance. The total employment cost of any

remuneration package, including fringe benefit tax, is considered in determining

an employee’s fixed annual remuneration.

For the period to 31 January 2022, the CEO received $517,853 (Seven Month period

to 31 January 2021: $314,951) in fixed annual remuneration.

2. Variable Remuneration – STI Scheme

The objective of the STI Scheme is to link the achievement of the annual financial

and operational targets with the remuneration received by the executives charged

with meeting those targets. The total potential remuneration under the STI

Scheme is set at a level so as to provide sufficient incentive to the executive to

achieve the targets such that the cost to the Company is flexible and in line with

the trading outcome for the year.

Actual STI Scheme payments granted to the CEO and each nominated executive

depend on the extent to which specific targets set at the beginning of the year

are met. The target for 2021 is directly related to achieving budgeted pro-forma

operating EBITDA result and Return on Capital Employed.

In future the targets may include a weighted combination of:

-At least 60% for meeting budget or target pro-forma operating EBITDA for

the Group.

-Up to 30% for meeting budget or target asset efficiency measures such as

Return on Capital Employed for the Group.

-Any balance for strategic objectives and other contributions.

The Nominations and Remuneration Committee considers the performance

against the targets and determines the amount, if any, to be allocated to the CEO

and nominated executives. STI Scheme payments are delivered as a taxable cash

bonus and are payable on completion of the annual audited financial statements.

It should be noted that the level of remuneration detailed in this report for the

CEO includes the STI bonus actually paid in 2022 relating to performance in the

2021 financial year. The total cost for the CEO and other nominated executives of

the STI Scheme for 2022 was $48,430 (31 January 2021: $nil) and the total accrual

for 2022 is $nil (31 January 2021: $49,853).

The CEO received $16,391 in STI Scheme payments in 2022 relating to performance

in the 2021 financial year (30 January 2021: $nil in STI payments in 2021 relating to

the 2020 year) and the total accrual for 2022 is $nil.

STI Scheme payment values are set as a percentage of base cash remuneration,

being 30% for the CEO and 25% for the other nominated executives for the

financial period to 31 January 2022. For the financial period to 31 January 2022

there were ten executives in the STI Scheme, (31 January 2021: six executives).

NEW ZEALAND KING SALMON88ANNUAL REPORT FY22
In addition to the STI Scheme the Board reserves the ability to pay ad hoc bonus

payments to any employee, again either directly related to the trading outcome

or a specific performance target. For the financial period to 31 January 2022, there

were no ad hoc bonus payments to the CEO or other nominated executives (Seven

Months to 31 January 2021, $nil).

3. Variable Remuneration – LTI Scheme

The LTI Scheme has been designed to link reward with key performance indicators

that drive sustainable growth in shareholder value over the long term. The

objectives of the LTI Scheme are to:

-Align the CEO and nominated executives’ interests with those of shareholders.

-Help provide a long-term focus.

-Retain high calibre senior employees by providing an attractive equity-based

incentive that builds an ownership of the Company mindset, encouraging

executives to think and act like owners.

The hurdle rate used for the LTI scheme is an absolute share price growth hurdle,

which is more challenging over time than a relative TSR approach. This approach

only rewards executives if the shareholders also do well.

Under the LTI Scheme, the CEO and nominated executives are offered an interest

free loan which is to be applied to acquire shares in the Company. Shares acquired

under the LTI Scheme are held by a custodian and will only vest to the employee

if he or she is still employed by the Company after three years from the date of

issue. All dividends paid during this period are offset against the loan balance.

Once the shares vest, the employee remains obligated to repay the outstanding

balance of the loan. If an employee leaves employment before the expiry of the

three-year period, the custodian may exercise a call option to have the employee’s

beneficial interest in the shares transferred to it in consideration of the custodian

taking the balance of the loan. Any shares so transferred can be used for future

grants or alternatively the custodian is authorised to sell that employee’s shares

with the proceeds applied to repay the balance of the loan, with any deficit

covered by the Company and any surplus retained by the Company.

Although performance rights are the most prevalent LTI instrument in Australasia

the company believes the issue of shares and loans is more relevant for NZKS. The

structure is well understood by executives and more closely aligns to the security

held by shareholders. In addition, the economic return achieved by executives is

more challenging under the current terms.

An offer may be made under the LTI Scheme to the CEO and nominated

executives each financial year and is based on individual performance as

assessed by the annual appraisal process. If an executive does not sustain

a consistent level of high performance, they will not be nominated for

participation in the LTI Scheme. The Nominations and Remuneration Committee

reviews all nominated executives, with participation in the LTI Scheme subject

to final Board approval. The Board has retained the discretion to vary the

applicable criteria for each offer under the LTI Scheme. Once the Board has fixed

the criteria for a specific offer under the LTI Scheme, those performance hurdles

cannot be varied in respect of that offer.

Each employee’s loan amount (which determines how many shares will be

acquired) is set as a percentage of their base salary and selected employees

will be offered a loan for this amount if the criteria set by the Board are met.

For the first three years of the LTI Scheme from 2016, the criterion has been

the achievement of a compounding gross Total Shareholder Return of 12.5%

(including all distributions) over the reference share price of $1.12, for those

executives who joined the scheme at the initial issue at the time of the IPO in

October 2016, $1.77 for those who joined the scheme in September 2017, and

$2.78 for those who joined the scheme in September 2018. There were no new

joiners in shares issued in November 2019 due to the reference share price being

higher than market price. The reference share price for any new participants will

be set at the time of joining the scheme.

A total of 559,855 shares were allocated during the financial year to 31 January

2022 (7 months to 31 January 2021: 1,548,197) with matching interest free loans

of $888,977 (7 months to 31 January 2021: $2,595,371). These shares have a

vesting date of September 2024.

During the year, a number of employees left the Company, resulting in the

forfeiture of 135,264 shares 31 January 2021: 100k shares, the consequent exercise

of call options and redemption of gross loans of $nil (30 June 2020: $nil).

LTI Scheme loan amounts are set as a percentage of base cash remuneration,

being 30% for the CEO and between 5% and 15% for other nominated

executives in respect of the financial year ended 31 January 2022. As at 31

January 2022, there were 58 nominated executives in the LTI Scheme, (31

January 2021: 49 nominated executives).

NEW ZEALAND KING SALMON89ANNUAL REPORT FY22
It should be noted the table above records the expected accounting cost to the company over the full vesting period, the actual accounting cost may differ if shares are

forfeited. It does not show the economic benefit received by the executive, which is directly linked to the share price movement over the vesting period.

Under accounting standard IFRS 2 Share Based Payments, as the LTI shares are classified as options, the total cost of each annual allocation is spread across the three

years of the vesting period from the date of issue.

On 1 September 2022, LTI shares issued on 5 November 2019 will vest to those team members who are employed by the Company at the time.

Once the LTI shares vest, employees remain obligated to repay outstanding loans in the event of sale of the shares or if leaving the Company. Employees may also

choose to sell the vested LTI shares on-market (subject to usual employee share trading procedures) and would then be obligated to repay the loans

Senior Executive Share Ownership Scheme

The CEO and certain other executives were participants in an executive share ownership scheme prior to the IPO, in which participants have been provided with an

interest free loan of up to 200% of the amount which the senior executive invests in the Company. As at 31 January 2022, 2,327,191 shares are held by executives via

the Ownership Scheme, partly funded by interest free loans of $893,750. Of this, the CEO holds 1,937,170 shares under the Ownership Scheme, supported by a loan

of $700,000.

These shares, which have been subject to sale restrictions since the IPO, were released from escrow on announcement of the 2018 financial results. During the period to

31 January 2022 year there was 1 staff change to the shareholding under this scheme holding a total of 620,259 options. This resulted in 455,844 of the options being

exercised with accompanying loan repayments of $235,113 and a further 164,415 shares returned to treasury stock.

Total Cost of the LTI Scheme

SLT LTI Shares

LTI IPO

SharesLTI 2017LTI 2018LTI 2019LTI 2020LTI 2021Cost LTI Scheme

Total shares issued3,062,164993,671317,515311,527452,3521,184,750559,855

Shares issued to CEO1,937,170308,88094,83390,51083,449636,35979,824

Allocation cost to P&L at issue date$321,309$128,447 $236,283 $356,723 $288,176 $245,601$85,700

Allocation cost of CEO at issue date$195,925$39,927$70,571$103,641$68,830$124,914$5,561

NEW ZEALAND KING SALMON90ANNUAL REPORT FY22
Shares held by the CEO and nominated executives

The total numbers of shares allocated under the Senior Executive Share Ownership Scheme and LTI Schemes as at 31 January 2022 are as follows:

Allocation DateVesting Date

Average

share priceScheme

Balance at

start of year

Granted during

the year

Vested during

the year

Lapsed or transferred

during the year

Balance at the

end of the year

Number of Shares

LTI 2018 Scheme (A)

LTI 2018 Scheme (B)

LTI 2018 Scheme (C)

LTI 2019 Scheme (A)

LTI 2019 Scheme (B)

LTI 2020 Scheme - Sen. Exec.

LTI 2020 Scheme (A)

LTI 2021 Scheme (A)

LTI 2021 Scheme (E)

LTI 2021 Scheme - Sen. Exec.

Totals

27 Sept 2018

27 Sept 2018

27 Sept 2018

05 Nov 2019

05 Nov 2019

28 Jan 2022

28 Jan 2022

28 Jan 2022

28 Jan 2022

28 Jan 2022

01 Sept 2021

01 Sept 2021

01 Sept 2021

01 Sept 2022

01 Sept 2022

04 Nov 2022

01 Sept 2023

01 Sept 2024

01 Sept 2024

14 Oct 2024

$1.30

$1.95

$2.78

$1.41

$2.13

$1.72

$1.53

$1.76

$1.36

$1.48

229,071

24,891

12,125

225,207

27,233

-

-

-

-

-

518,527-

907,907

276,843

253,055

87, 2 0 6

219,595

1,744,606

49,299

24,891

12,125

46,830

2,119






135,264

179,772

-

-

178,377

25,114

907,907

276,843

253,055

87, 2 0 6

219,595

2,127,869

NEW ZEALAND KING SALMON91ANNUAL REPORT FY22
Allocation DateVesting Date

Weighted average

share priceScheme

Balance at

start of year

Granted during

the year

Vested during

the year

Lapsed or transferred

during the year

Balance at the

end of the year

Number of Shares - CEO

LTI 2018 scheme

LTI 2019 scheme

LTI 2020 scheme

LTI 2020 scheme

LTI 2021 scheme

Totals

27 Sept 2018

5 Nov 2019

8 Oct 2020

8 Oct 2020

28 Jan 2022

1 Sept 2021

1 Sept 2022

4 Nov 2022

1 Sept 2023

1 Sept 2024

$1.30

$1.41

$1.72

$1.53

$1.76

90,510

83,449

544,535

91,824

79,824

890,142

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

90,510

83,449

544,535

91,824

79,824

890,142

It should be noted under the relevant accounting standards the loans granted to participants in both the Executive Share Ownership Scheme and LTI Schemes

participants are not recorded on the company balance sheet.

NEW ZEALAND KING SALMON92ANNUAL REPORT FY22
Employee Share Ownership Scheme

At the time of the Company’s initial public offering, it established an employee share ownership scheme to facilitate an increase in the level of participation by

employees as shareholders, which improves the alignment of interests between employees and shareholders. Under the scheme, each eligible employee was offered an

interest free loan up to $5,000 to fund 50% of the subscription price for the shares which employee wished to acquire in the Company. Employees are obliged to repay

their loans when the shares are sold or when they leave the Company.

A total of 187,076 shares were issued at the time, supported by loans of $104,762 from the Company. During the period, five employees holding shares have left the

Company (Seven Months to 31 January 2021: nil), and no shares have been sold by current employees resulting in repayment of $nil loans. As at 31 January 2022, the

following shares were held by current employees under the Employee Share Ownership Plan:

Allocation DateVesting DateNumber of Shares

Scheme

Movement during

the year*

Balance at

start of year

Balance at the

end of the year

Employee Share Ownership Plan19 Oct 201619 Oct 2016104,71926,75777,962

* Movement includes both shares sold for repayment of loan and shares

retained and respective loan repaid in full

NEW ZEALAND KING SALMON93ANNUAL REPORT FY22
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.

Recommendation 6.1

An issuer should have a risk management framework for its business and the

issuer’s Board should receive and review regular reports. An issuer should report

the material risks facing the business and how these are being managed.

Risk Management Framework

The Board is responsible for ensuring that key business and financial risks are

identified, and that appropriate controls and procedures are in place to effectively

manage those risks.

The Health, Safety and Risk Committee has overall responsibility for ensuring that

Company’s risk management framework is appropriate and that it appropriately

identifies, considers and manages risks.

Risk management is an integral part of the Company’s business. A risk

management framework incorporating a risk register is used to identify those

situations and circumstances in which the Company may be materially at risk and

for which risk mitigation activities are appropriate. This approach is intended to

provide a comprehensive, company-wide awareness of risk in senior management,

supported by a consistent method of identifying, assessing, controlling,

monitoring and reporting existing and potential risks to the Company’s business.

The Company has designed and implemented a risk framework for the oversight

and management of financial and non-financial business risks, as well as related

internal compliance systems that are designed to:

-Ensure team members and contractors work in a safe and healthy working

environment.

-Optimise the return to stakeholders whilst also protecting their interests.

-Safeguard the Company’s assets, biological assets and the environment.

-Maintain food quality standards and product quality.

-Fulfil the Company’s strategic objectives.

-Manage the financial and non-financial risks associated with the business.

The Board has delegated responsibility to the Health, Safety & Risk Committee

to establish and regularly review the Company’s risk management framework.

As part of this framework the Committee is tasked with identifying situations

and circumstances in which the Company may be materially at risk and

initiating appropriate action through the Board or CEO. A risk management

policy is overseen by the CEO and supports a comprehensive approach to the

management of those risks identified as material to the Company’s operations.

Risk management is a standing item on the agenda for Health, Safety & Risk

Committee meetings, with detailed reports provided by senior management.

The CEO and CFO have provided the Board, through the Audit and Finance

Committee, with assurances that in their opinion financial records have been

properly maintained, that the financial statements comply with those accounting

standards under which the Company must report and that the statements give

a true and fair view of the Company’s financial position and performance. These

representations are given on the basis that a sound system of internal controls

and risk management is operating effectively in all material respects in relation to

financial reporting.

In managing the Company’s business risks, the Board approves and monitors

policy and procedures in areas such as treasury management, financial

performance, taxation and delegated authorities.

Insurance

The Company has insurance policies in place covering most areas where risk to its

assets and business can be insured at a reasonable cost.

NEW ZEALAND KING SALMON94ANNUAL REPORT FY22
Recommendation 6.2

An issuer should disclose how it manages its health and safety risks and should

report on their health and safety risks, performance and management.

Health and Safety

The Board and management are committed to promoting a safe and healthy

working environment for everyone working in, or interacting with, the Company.

The Company strives for continuous improvement that takes us beyond

compliance in health, safety and wellness. This includes the reviewing of our

health and safety policy statement as well as the systems and processes that

support our safety objectives.

The Company’s Health, Safety & Risk Committee Charter creates a shared

responsibility for all our team members and contractors to so far as reasonably

practicable take all steps in providing a working environment that promotes

health and wellbeing. Effective controls based on industry knowledge and best

practice guidelines inform and support our risk management across in all areas

of the business.

The Company uses a risk-based approach, having identified a number of critical

risk areas, being:

-Maritime operations

-Fire, electrical and natural events

-Heights and lifting

-Confined spaces

-Mobile plant and equipment

-Construction activity

Each of these critical risk areas has initiatives designed to eliminate, isolate or

minimise risk.

The Company uses a combination of leading and lagging performance measures

in health and safety.

PRINCIPLE 7 – AUDITORS

The Board should ensure the quality and independence of the external audit

process.

Recommendation 7.1

The Board should establish framework for the issuer’s relationship with its

external auditors. This should include procedures:

a. for sustaining communication with the issuer’s external auditors;

b. to ensure that the ability of the external auditors to carry out their statutory

audit role is not impaired, or could reasonably be perceived to be impaired;

c. to address what, if any, services (whether by type or level) other than their

statutory audit roles may be provided by the auditors to the issuer; and

d. to provide for the monitoring and approval by the issuer’s Audit and Finance

Committee of any service provided by the external auditors to the issuer

other than in their statutory audit role.

Recommendation 7.2

The external auditor should attend the issuer’s Annual Shareholders Meeting to

answer questions from shareholders in relation to the audit.

External Auditor

The Company’s Audit and Finance Committee is responsible for oversight of the

Company’s external audit arrangements to safeguard the integrity of financial

reporting. The Company maintains an External Auditor Independence Policy to

ensure that audit independence is maintained, both in fact and appearance.

NEW ZEALAND KING SALMON95ANNUAL REPORT FY22
The policy covers the following areas:

-Appointment of the external auditor.

-Provision of other assurance services by the external auditor.

-Pre-approval process for the provision of other assurance services.

-External auditor lead and engagement partner rotation.

-Hiring of staff from the external auditor.

-Relationships between the external auditor and the Company.

-Reporting on fees and non-audit work.

The role of the external auditor is to audit the financial statements of the

Company in accordance with applicable auditing standards in New Zealand and

to report on its findings to the Board and shareholders of the Company.

The External Auditor Independence Policy is available in the Corporate

Governance Code which is available on the Company’s website at

https://www.kingsalmon.co.nz/governance

Ernst & Young is the Company’s current external auditor. Brendan Summerfield

is the current audit engagement partner, in his first year following a partner

rotation at the completion of the 2021 audit. Fees paid to Ernst & Young are

included in Note 30 of the notes to the financial statements.

Both the Company’s Audit and Finance Committee Charter and the External

Auditor Independence Policy require the external auditor to be independent,

recognising the importance of facilitating frank dialogue between the Audit

and Finance Committee, the auditor and management. The External Auditor

Independence Policy requires that the audit partner be rotated after a maximum

of five years.

The Audit and Finance Committee Charter requires the Committee to facilitate

the continuing independence of the external auditor by assessing the external

auditor’s independence, qualifications, overseeing and monitoring their

performance. This involves monitoring all aspects of the external audit, including

the appointment of the auditor, the nature and scope of its audit and reviewing

the auditor’s service delivery plan.

The auditor has been invited to attend the Annual Shareholders’ Meeting and will

be available to answer questions about the audit process and the independence

of the auditor.

Recommendation 7.3

Internal audit functions should be disclosed.

Internal Audit

The Company does not have an internal audit function. However, the Company

does have a quality and compliance team dedicated to food hygiene in relation

to the processing of harvested fish through to finished goods that are dispatched

to the end customer. The objective of the quality and compliance team is to

enhance and protect the organisational value of the Company by providing

risk-based and objective assurance. The management Health and Safety

Steering Group has overseen internal safety audits throughout the farming and

manufacturing process. The Health, Safety and Risk Committee now oversees

this function.

Where necessary, external expertise is obtained for specific audit activities.

Independent Professional Advice

With the approval of the Audit and Finance Committee, Directors are entitled to

seek independent professional advice on any issue related to the fulfilment of his

or her duties, at the Company’s expense.

NEW ZEALAND KING SALMON96ANNUAL REPORT FY22
PRINCIPLE 8 – SHAREHOLDER RELATIONS

The Board should respect the rights of shareholders and foster constructive

relationships with shareholders that encourage them to engage with

the issuer.

Recommendation 8.1

An issuer should have a website where investors and interested stakeholders can

access financial and operational information and key corporate governance

information about the issuer.

Shareholder Relations

The Company is committed to maintaining a full and open dialogue with its

shareholders and other stakeholders. Annual reports, NZX releases, governance

policies and charters and a variety of corporate information are posted on the

Company’s website.

The Company’s preference is for electronic communications in the interests of

sustainability and efficiency; however, each shareholder is entitled to receive a

paper copy of each annual report.

The Company has a dedicated Investor Centre on its website containing an

Annual Meetings section. Documents relating to meetings are available.

Shareholder meetings will be held at a time and location to encourage

participation in person by shareholders. Annual meetings are currently held in the

Nelson / Marlborough region, reflecting the head office and production locations

for the Company.

The Company’s website includes a range of information relevant to shareholders

and others concerning the operation of the Company, including information

about the sites we operate, Aquaculture Best Management Practices (BMP),

certifications, our brands and the corporate governance policies of the Company.

Recommendation 8.2

An issuer should allow investors the ability to easily communicate with the

issuer, including providing the option to receive communications from the issuer

electronically.

Electronic Communications

Shareholders have the option of receiving their communications electronically.

This is the company’s preferred method of communication.

Contact details for the Company’s head office are available on the website.

Recommendation 8.3

Quoted equity security holders should have the right to vote on major decisions

which may change the nature of the issuer in which they are invested in.

Major Decisions

Directors’ commitment to timely and balanced disclosure is set out in its

Shareholder Communications and Market Disclosure Policy and includes advising

shareholders on any major decisions. Where voting on a matter is required, the

Board encourages investors to attend the meeting or to send in a proxy vote.

Shareholders may raise matters for discussion at the Annual Shareholders’

Meeting either in person or by emailing the Company with a question to be asked.

Recommendation 8.4

If seeking additional equity capital, issuers of quoted equity securities should offer

further equity securities to existing equity security holders of the same class on

a pro rate basis, and on no less favourable terms, before further equity securities

are offered to other investors.

Equity raise

The Board is responsible for considering the interests of all existing equity holders

when assessing their capital raising options.

Recommendation 8.5

The Board should ensure that the notices of annual or special meetings of quoted

equity security holders is posted on the issuer’s website as soon as possible and at

least 20 working days prior to the meeting.

Notice of Meeting

The Company’s Notice of Meeting will be available at least 20 working days prior

to the meeting on the Shareholder Meetings page in the Investors section of

the website.

NEW ZEALAND KING SALMON97ANNUAL REPORT FY22
Director Disclosures

The following persons were Directors of New Zealand King Salmon Investments Limited and its subsidiaries during the period to 31 January 2022:

John

Ryder

Jack

Porus

Chiong

Yong Tiong

Paul

Steere

Grant

Rosewarne

James V.

Kilmer

Justin

Reynolds

Catriona

Macleod

Lai Po Sing

(Resigned

Nov 2022)

Carol Chen

(Appointed

Nov 2022)

Directors

NZKS Investments Ltd.

The NZKS Co. Ltd.

NZKS Exports Ltd.

NZKS USA Inc.

The NZKS Pty Ltd.

NZKS Custodian Ltd.

King Salmon Ltd.

MacCure Seafoods Ltd.

Omega Innovations Ltd.

Ora King Ltd.

Regal Salmon Ltd.

Southern Ocean Salmon Ltd.

Southern Ocean Seafoods Ltd.







••





























••

NEW ZEALAND KING SALMON98ANNUAL REPORT FY22
INTERESTS REGISTER

The following entries were made in the interests register of the Company during the year ended 31 January 2022:

Share Dealings by Directors

Dealings by Directors and key senior managers during the period ended 31 January 2022 as entered in the Interest Register of the Company are as follows:

Name of Director /

Senior Executive

Share Dealings by Directors

Source Computershare

Acquisition/DisposalNature of InterestNumber of SharesConsiderationDate

Grant Rosewarne

Andrew Clark

Ben Rodgers

28 January 2022

28 January 2022

28 January 2022

13/15 July 2021

14 July 2021

23 August 2021

23 August 2021

28 January 2022

28 January 2022

$1.72 per share

$1.76 per share

$1.53 per share

$1.46 per share

$1.35 per share

$1.43 per share

$1.40 per share

$1.48 per share

$1.36 per share

Acquisition

Acquisition

Acquisition

Disposal

Disposal

Disposal

Disposal

Acquisition

Acquisition

Beneficial Owner

Beneficial Owner

Beneficial Owner

Beneficial Owner

Beneficial Owner

Beneficial Owner

Beneficial Owner

Beneficial Owner

Beneficial Owner

544,535

79,824

91,824

25,713

79,526

316,803

450,000

219,595

35,846

NEW ZEALAND KING SALMON99ANNUAL REPORT FY22
Disclosure of interest in the Interests Register

Details of Directors disclosures entered in the interests register for the Company as

at 31 January 2022 were as follows:

InterestNature of InterestDirector

John Ryder (Chair)

Jack Porus

Paul Steere

Aged Care Education (NZ) Limited

Alpine View Care Centre Limited

Alpine View Lifestyle Village Limited

Ashbury Heights Limited

Banbury Park Limited

Broadwater Village Limited

Brycharl Corporation Limited

Burlington Village Limited

Castle Recruitments Limited

Coastal View Limited

Direct Capital VI Management Limited

Kindly Limited

Qestral Corporation Limited

Questral Corporation Limited

Spyglass Trading Limited

Sweat Equity Limited

Tuatara Tours NZ Limited

Glaister Ennor

Nelson Airport Limited

Allan Scott Wines & Estates Limited

Aquaculture Advisory Panel, South Pacific Community

Director & Shareholder

Director

Director

Director

Director

Director

Director & Shareholder

Director

Director & Shareholder

Director

Director

Director

Director & Shareholder

Director

Director & Shareholder

Director & Shareholder

Director & Shareholder

Partner

Chair

Chair

Chair

Continued on next page

NEW ZEALAND KING SALMON100ANNUAL REPORT FY22
Interest

No. of Ordinary Shares - BeneficialNo. of Ordinary Shares - Non-Beneficial

Nature of InterestDirector

Director

Chiong Yong Tiong

Catriona Macleod


Grant Rosewarne

John Ryder (Chair)

Jack Porus

Paul Steere

Grant Rosewarne

Aotea Dairy Limited

Forestland Investment Limited

Aotea Housing Limited

Maraetai Land Development Limited

The Lumberbank New Zealand Limited

Waimarina Forests Limited

CEP Auckland Limited

Nugent Fitness Limited

Neil Corporation Limited

Winstone Pulp International Limited

Oregon Group Limited

Ernslaw One Limited

The Neil Group Limited

Neil Construction Limited

Timbergrow Limited

Australian Sustainable Seaweed Alliance

Derwent Estuary Program

Aquaculture New Zealand

2,167,644

372,457

785,325

2,724,058

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

-

-

-

-

Relevant Interests

The table below records the ordinary shares in which Directors had a relevant interest as at 31 January 2022.

Neither Catriona Macleod, Chiong Yong Tiong nor Carol Chen held any relevant interests (beneficial or non-beneficial) as at 31 January 2022.

NEW ZEALAND KING SALMON101ANNUAL REPORT FY22
Use of Company Information by Directors

No notices were received from Directors pursuant to section 145 of the Companies

Act 1993 to use Company information, received in their capacity as Directors,

which would otherwise not have been available to them.

Directors Liability

As permitted by the Company’s Constitution and in accordance with Section

162 of the Companies Act 1993, the Company has indemnified all Directors and

arranged Directors’ and Officers’ Liability Insurance which ensures that, to the

extent permitted by law, Directors will incur no monetary loss as a result of actions

undertaken as Directors. Certain actions are specifically excluded, for example, the

incurring of penalties and fines, which may be imposed in respect of breaches of

the law.

Shareholder Information

As at 31 January 2022 there were 140,185,351 ordinary shares on issue in the

Company, each conferring on the registered holder the right to vote on any

resolution at a meeting of shareholders, held as follows:

20 Largest Shareholders

Set out below are details of the 20 largest shareholders of the Company as at

28 April 2022:

Number of

Shareholders

Number of

Shares Held

% of

SharesShares

%Size of Holding

Shareholder

1 - 4,999

5,000 - 9,999

10,000 - 49,999

50,000 - 99,999

100,000 - 499,999

Over 500,000

1,578

542

33

61

50

16

3,072,910

3,635,333

1,846,604

3,947,701

9,901,685

107,781,118

2.19

2.59

8.45

2.82

7.06

76.89

Oregon Group Limited55,622,35839.55

China Resources Ng Fung Limited13,798,9449.81

HSBC Nominees A /C NZ Superannuation Fund Nominees

Limited - NZCSD

9,627,4146.85

ANZ Wholesale Australasian Share Fund - NZCSD 3,091,1812.20

NZKS Custodian Limited 2,855,2462.03

FNZ Custodians Limited2,835,6372.02

Grantley Bruce Rosewarne & Bianca Jade Rosewarne 2,173,6411.55

John William Dudley Ryder1,989,6441.41

Custodial Services Limited1,852,0501.32

New Zealand Depository Nominee Limited1,574,0941.12

Hobson Wealth Custodian Limited1,215,2590.86

Forsyth Barr Custodians Limited1,089,8150.77

JPMorgan Chase Bank NA NZ Branch-Segregated Clients

Acct - NZCSD

1,006,4190.72

Kevin Glen Douglas & Michelle Mckenney Douglas 914,0290.65

Accident Compensation Corporation - NZCSD 786,8880.56

MA Investments Two Limited720,7340.51

Richard Pelham Garland & Susan Jane Garland & PN Trustees

Limited

697,3220.50

Peter Plowman606,1840.43

Citibank Nominees (New Zealand) Limited - NZCSD 562,8680.40

Julie Ann Rosewarne505,2140.36

NEW ZEALAND KING SALMON102ANNUAL REPORT FY22
Substantial Product Holders

Set out below are details of the substantial product holders of the Company as advised by notice to the Company as at 31 January 2022. The number of shares shown

below is as advised in the most recent substantial product holder notices given to the Company and may not be their holding as at 31 January 2022.

Annual Shareholders Meeting

The Company’s 2022 Annual Shareholder’s Meeting will be an in-person meeting held on 27 June 2022. Shareholders will be given an opportunity at the meeting to ask

questions and comment on relevant matters. Notice of Meeting will be sent to shareholders in advance of the meeting.

Exercise of NZX Disciplinary Powers

NZX Limited did not exercise any of its powers under Listing Rule 5.4.2 in relation to the Company during the period to 31 January 2022.

Donations

Donations made by the Group during the period to 31 January 2022 totalled $9,656 (7 months to 31 January 2021: $3,030).

Class

of Share

Number

of Shares

Shareholder

Oregon Group Ltd.

China Resources Ng Fung Ltd.

HSBC Nominees A /c NZ Superannuation Fund Nominees Ltd.

55,622,358

13,798,944

8,687,414

Ordinary

Ordinary

Ordinary

NEW ZEALAND KING SALMON103ANNUAL REPORT FY22
Appendix

FY22

NZD 000s

Statutory Financial

Statements

Fair Value

Adjustments

IFRS 16 Lease

Adjustments

FX Close-outs

Pro Forma

Operating Financial

Information

Revenue174,530 174,530

Cost of goods sold(177,774)52,050 (1,968)(127,692)

Fair value gain / (loss) on biological transformation41,261 (41,261) -

Freight costs to market(25,275)(25,275)

Gross Profit12,743 10,788 (1,968)21,563

Other operating income402 13,471 13,873

Overheads

Sales, marketing and advertising(13,471)(13,471)

Distribution overheads(5,204)(5,204)

Corporate expenses(8,649)(8,649)

Other expenses(1,414)(1,414)

EBITDA(15,593)10,788 (1,968)13,471 6,698

Depreciation and amortisation(10,125)1,747 (8,378)

Impairment(59,255)(59,255)

EBIT(84,973)10,788 (221)13,471 (60,935)

Finance income17 17

Finance costs(2,636) 249 (2,387)

Net finance costs(2,619) - 249 (2,370)

Profit / (loss) before Tax(87,593)10,788 29 13,471 (63,305)

Income tax (expense) / credit14,390 (3,021)(8)(3,772)7,590

Net Profit / (loss) for the Year(73,202)7,768 21 9,699 (55,715)

FY22 RECONCILIATION BETWEEN GAAP RESULTS AND PRO FORMA FINANCIALS

NEW ZEALAND KING SALMON104ANNUAL REPORT FY22
FY21 (7 Months)

NZD 000s

Statutory Financial

Statements

Fair Value

Adjustments

IFRS 16 Lease

Adjustments

FX Close-outs

Pro Forma

Operating Financial

Information

Revenue95,239 95,239

Cost of goods sold(98,820)36,562 (984)(63,243)

Fair value gain / (loss) on biological transformation29,350 (29,350) -

Freight costs to market(11,616) (11,616)

Gross Profit14,153 7, 21 2 (984) 20,381

Other operating income541 5,744 6,285

Overheads

Sales, marketing and advertising(7,702)(7,702)

Distribution overheads(3,132)(3,132)

Corporate expenses(4,979)(4,979)

Other expenses(889)(889)

EBITDA(2,009)7, 21 2 (984)5,744 9,963

Depreciation and amortisation(5,969)981 (4,988)

EBIT(7,978)7, 21 2 (3)5,744 4,975

Finance income5 5

Finance costs(1,353) 140 (1,213)

Net finance costs(1,349) - 140 (1,208)

Profit / (loss) before Tax(9,326)7, 21 2 137 5,744 3,766

Income tax (expense) / credit2,247 (2,019)(38)(1,608)(1,419)

Net Profit / (loss) for the Year(7,079)5,193 98 4,136 2,347

FY21 RECONCILIATION BETWEEN GAAP RESULTS AND PRO FORMA FINANCIALS

NEW ZEALAND KING SALMON105ANNUAL REPORT FY22
UNDERSTANDING OUR GAAP RESULTS

The impact of NZ IAS-41 Agriculture, NZ IAS-2 Inventory and

NZ IFRS-16 Leases

Our GAAP results are impacted by Fair Value gains or losses arising from the

application of NZ IAS-41 Agriculture, NZ IAS-2 Inventory and the classification of

leases under NZ IFRS-16. The impact of these standards are explained below:

Fair Value under NZ IAS-41 Agriculture andNZ IAS-2 Inventory

When we record a change in biomass at sea, or where the expected future profit

we realise on fish that we sell changes, these standards require us to quantify and

recognise the gain or loss in the current period. This applies to both biomass at sea

and inventories of finished products.

Our Statement of Financial Position shows biological assets at their fair value,

with FY22 seeing a reduction in fair value due to reduction in margin from cost

increases and mortality. Pro Forma Operating Financial Performance removes

gains / losses associated with the application of these standards. The company will

present Pro Forma results for future reporting periods on this basis.

NZ IFRS-16Leases

Under NZ IFRS-16 a lessee will no longer make a distinction between finance

leases and operating leases; all (material) leases will be treatedasfinance leases.

In the statement of financial position we are therefore required to recognize

the asset (or right to use the asset) and the liability for the lease, while in the

statement of profit and loss we recognize the interest cost and the depreciation

of the leased asset instead of the operating lease expenses. The application of this

standard increases EBITDA, assets and liabilities, however this impact is reversed in

our Pro Forma results.

NEW ZEALAND KING SALMON106ANNUAL REPORT FY22
Ticker: NZK

Listed on the NZX Main Board and as a

Foreign Exempt Listing on the ASX

NZ company number: 2161790

Registered Office

93 Beatty Street

Annesbrook

Nelson 7011

New Zealand

Postal Address

PO Box 1180

Nelson 7040

New Zealand

Telephone

+64 3 548 5714

Website

www.kingsalmon.co.nz

Investor Relations

investor@kingsalmon.co.nz

Computershare Investor Services Ltd.

Level 2, 159 Hurstmere Rd.,

Takapuna, Auckland 0622, New Zealand

+64 9 488 8777

enquiry@computershare.co.nz

Computershare Investor Services Pty Ltd.

Yarra Falls, 452 Johnston Street,

Abbotsford VIC 3001, Australia

+61 3 9415 4083

enquiry@computershare.co.nz

Corporate Directory

Board of DirectorsBankers

Auditor

New Zealand King Salmon

Share Registry

Lawyers

John William Dudley Ryder

Independent Non-ExecutiveChair

Grantley Bruce Rosewarne

CEO & Managing Director

Jack Lee Porus

Non-ExecutiveDirector

Paul James Steere

Independent Non-ExecutiveDirector

Lai Po Sing (Resigned Nov 2021)

Non-ExecutiveDirector

Chiong Yong Tiong

Non-ExecutiveDirector

Catriona Macleod

Independent Non-ExecutiveDirector

Carol Chen (Appointed Nov 2021)

Non-Executive Director

Vicky Taylor (Appointed Feb 2022)

Independent Non-Executive Director

Audit & Finance Committee

Paul Steere (Chair)

John Ryder

Jack Porus (Appointed 26 August 2020)

Nomination & Renumeration Committee

Paul Steere (Chair)

Jack Porus

Health, Safety & Risk Committee

Catriona Macleod (Chair)

Chiong Yong Tiong

Chapman Tripp

Level 34, 15 Customs St. W

Auckland

New Zealand

Gascoigne Wicks

79 High Street

Blenheim

New Zealand

Duncan Cotterill

197 Bridge Street

Nelson

New Zealand

The Bank of New Zealand

Deloitte Centre

Level 6, 80 Queen Street

Auckland

Ernst & Young (EY)

Level 4/93

Cambridge Terrace

Christchurch

New Zealand

NEW ZEALAND KING SALMON107ANNUAL REPORT FY22
Glossary

1H22

Financial results for the 6 months from 1

February 2021 to 31 July 2021

2H22

Financial results for the 6 months from 1

August 2021 to 31 January 2022

ASX

Australian Securities Exchange

CEO

Chief Executive Officer

EBIT

Earnings Before Interest, Tax, Depreciation

EBITDA

Earnings before interest, tax, depreciation and

amortisation

FCR

Feed Conversion Ratio – the amount of feed

(in kilograms) required to grow 1 kilogram of

fish weight

FMCG

Fast Moving Consumer Goods

FOB

Free On Board, a term which means that

the price for goods includes delivery at the

seller’s expense on to a vessel at a named

port and no further. The buyer bears all costs

thereafter (including costs of sea freight)

FY

Financial Year

FY21

Financial results for the 7 months from 1 July

2020 to 31 January 2021

FY22

Financial results for the 12 months from 1

February 2021 to 31 January 2022

G&G

Gilled and gutted. Note that all volumetric

information presented is on a gilled and

gutted basis unless otherwise stated

GAAP

Generally Accepted Accounting Practice

Group

New Zealand King Salmon Limited and its

subsidiaries

IPO

Initial Public Offering

LTI Scheme

Long Term Incentive Scheme

Mortality / Mortality Rate

The percentage mortality of salmon in

seawater, calculated as the biomass of

salmon mortalities in kg divided by the

growth of salmon in kg

New Zealand King Salmon / NZKS

New Zealand King Salmon Investments

Limited

N PAT

Net profit after tax, also reported as net

profit for the period in our published financial

results

NZ IFRS

New Zealand equivalents to International

Financial Reporting Standards

NZX

New Zealand Stock Exchange

Pro Forma Operating EBITDA

Pro Forma Operating EBITDA refers to

earnings before interest, tax, depreciation,

amortisation after allowing for pro forma

adjustments as described in the Appendix on

page 103. Pro Forma Operating EBITDA is a

non-GAAP profit measure

STI Scheme

Short Term Incentive Scheme

T

Metric tonnes

Upwelling System

A system that allows dense cooler water to be

moved towards the ocean surface, displacing

the warmer water and increasing water flow

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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