NZK – 2022 Annual Shareholders’ Meeting materials
Annual Shareholders’ Meeting
27 June 2022
NEW ZEALAND KING SALMON – 2022 ANNUAL SHAREHOLDERS’ MEETING
The attached presentation will be given at New Zealand King Salmon Investments Limited’s Annual
Shareholders’ Meeting starting held at:
Queen Charlotte Yacht Club
Shelley Beach, Picton 7220, New Zealand
Monday 27 June 2022
2:00 pm NZT
and online at:
https://vimeo.com/event/2121230
Password: KingSalmon
• 2022 New Zealand King Salmon Investments Limited Annual Shareholders’ Meeting – Chair
and CEO’s Address
• 2022 New Zealand King Salmon Investments Limited Annual Shareholders’ Meeting –
Presentation
ENDS
Contacts
Grant Rosewarne, Managing Director and CEO, New Zealand King Salmon Investments Ltd email:
grant.rosewarne@kingsalmon.co.nz
Ben Rodgers, CFO, New Zealand King Salmon Investments Ltd email: ben.rodgers@kingsalmon.co.nz
About New Zealand King Salmon
New Zealand King Salmon is the world’s largest aquaculture producer of the premium King salmon
species. We operate under our four key brands: Ōra King, Regal, Southern Ocean, and Omega Plus,
as well as the New Zealand King Salmon label. We have been growing and selling salmon to
consumers for more than 30 years. More information can be found at www.kingsalmon.co.nz
Annual Shareholders’ Meeting
27 June 2022
Address by the acting Chair: Paul Steere
(Slide 3- Agenda)
Tihei Mauri ora
E nga mana e nga reo e nga iwi
Tena koutou
E ko nga Rangatira e huihui mai nei ki te karanga o tenei kaupapa nunui
Nua mai, haere mai, haere mai
Kia ora everybody, both present here at the Queen Charlotte Yacht Club and online through Vimeo.
Welcome to the sixth annual public shareholders meeting of New Zealand King Salmon.
My name is Paul Steere and I am an independent director of the company. Unfortunately, our Chair,
John Ryder, is unable to be with us, although he is present online. We wish him a speedy recovery
and in his physical absence, I will chair the meeting.
I’ll now introduce my Board colleagues.
Joining us here in Picton is Mr Chiong Yong Tiong, Professor Catriona Macleod, and Ms Victoria
Taylor. Joining us online is Mrs Carol Chen in Hong Kong. You will hear more from Yong, Vicky and
Carol as they offer themselves for election. Jack Porus is travelling in Europe and is an apology
today.
I am pleased to also introduce members of our Senior Management team present today, starting
with our Chief Executive Grant Rosewarne, our Chief Financial Officer Ben Rogers, General Manager
Aquaculture Grant Lovell, Graeme Tregida General Manager of Sales, and Jemma McCowan General
Manager of Brands and Sustainability. There are other staff with specific expertise in our company
also present and all can later assist in answering any questions.
Brendan Summerfield, the audit partner from Ernst and Young is also with us today and able to
respond to any questions on the financial statements you have received.
(Slide 4 and 5 – Chair’s Update)
I will now provide a short overview of the year under review plus the period ahead, then Grant will
take you through a more detailed presentation of our operations and intentions. Followed by the
more procedural ASM requirements.
The year ended 31st January was a bitter disappointment to your Board, Management and indeed all
staff and stakeholders. We very much regret the impact events had on you all.
We have discussed before the effect of warming waters on the husbandry of our grow out fish in the
Marlborough Sounds and had implemented a range of mitigations for the historical peak
temperatures, which have previously always occurred around late February through April.
We were stunned, however, to find that warmer water temperatures arrived earlier this year. A
marine heat wave was upon us.
In January temperatures began to rise substantially and mortalities also correspondingly increased.
Our vulnerable volumes were higher due to larger unharvested stocks.
Our teams scrambled to re-schedule our harvest and processing to remove any extra volumes
immediately available and fine-tune our operations for reduced harvests to best use smaller fish
sizes.
Your Board and Management have determined a range of strategies to minimise the warm water
impact and associated health challenges for the next few years
The key tenant of this includes avoiding warm-water sites over the summer months and focusing
production over this period in the cooler water of the Tory Channel. This strategy will result in the
fallowing of 3 Pelorus farms after they are harvested out this year.
Efforts and investigations will be ongoing around these challenges with the goal to enable the
restarting of these sites, these efforts include a focus on our immunization programme and also a
focus on the breeding programme with a view to have a more thermally tolerant stock.
Other strategies include the downsizing of company costs and resources to a level appropriate for
lower volumes... until Blue Endeavour comes online.
Regrettably, we lost nearly a quarter of our expected harvest volume for the current year, which is
resulting in staff reductions – mainly by attrition. Many of those we needed to let go were able to be
placed elsewhere, assisted by the current low level of unemployment.
Your board has also insisted that Capital expenditure be limited to essential items only with a review
of saleable unnecessary assets also underway.
More positively, global prices for conventional salmon have set new records as a consequence of
Covid economic impacts, production restraints for the major industry players, and since February,
the Russian invasion of Ukraine.
We remain the premium sought after salmon product and the rise in competitors’ prices has also
assisted in achieving further gains in our returns worldwide.
The Board has also commissioned an external review of our operating costs and product returns and
this work is ongoing.
In addition, a committee of the board has been formed to review and assist our Aquaculture team in
looking at its production strategies with a view to optimising health outcomes in particular, this
review is comprehensive, forward looking and non-restricted and will consider a range of potential
effects and interactions, including temperature, other environmental considerations and also
pathogens. We have commissioned an independent Aquaculture production expert to join the
committee and can seek other specialist expert advice as required. We are committed to resolving
our fish health issues as a priority, not just for our commercial viability but as a critical fish welfare
focus.
The high cost of mortalities affects both last year and this Fiscal Year 2023 and has had a wider effect
on our balance sheet from the impairment of Goodwill and other assets relating to Blue Endeavour
consent costs.
We also sought shareholder support for additional capital, in order to appropriately capitalise our
funding structure.
It was a difficult call to offer a heavily discounted price, but this was at a level that our advisors and
the Board believed was necessary to obtain the required capital. All shareholders were treated
equally.
Thank you for your support in that successful rights issue.
Finally, may I confirm that the Board and Management are unrelenting in their efforts to regain the
unconditional confidence of all stakeholders.
We intend to demonstrate a return to profitable earnings and in spite of the outstanding potential of
Blue Endeavour, our focus is on the here and now and the need to build value over the next three to
four years.
We create and farm a great salmon, which is highly sought after throughout the world, and our aim
is to grow many more of these, in a profitable manner.
Tena koutou
I’ll now ask Grant to take the meeting through his presentation.
(Slide 6 – CEO Address)
Thank you Paul, and good afternoon shareholders.
I would like to add my expression of regret and apology, to that of Paul’s, regarding what has
happened to New Zealand King Salmon. I am acutely aware how deeply shareholders have been
affected by our financial performance. Furthermore, as CEO I'm ultimately responsible. New Zealand
King Salmon is confronted with an exceedingly difficult situation. We have rising seawater
temperatures, particularly in the Pelorus Sound, a lack of suitable water space and multifactorial
mortality events – the strongest correlation being with temperatures above 18°C and there are a
range of other stressors at play.
Given there are only four seawater producers of King salmon in the world, there is no extensive
mortality knowledge base to learn from for our species. Furthermore, ours are hard technical
problems and we are at the northerly end of the range of our species. New Zealand King salmon
unfortunately must undertake its own research and find bespoke solutions to its high summer
mortality.
The lack of suitable water space is the main reason we cannot mitigate our mortality risk to the
fullest extent possible. For example, a proven international practice on Atlantic salmon is to farm a
Single Year Class of fish on each farm in concert across a region with fallowing in-between. When
we tried this practice, which many fish farmers have successful used, and perversely it has made our
mortality worse. With such limited space we couldn’t undertake Single Year Class on a regional basis,
and it meant that our large harvest size fish were positioned on our warm farms over summer and
our species is less thermo-tolerant when they are large.
(Slide 6 – FY22 Overview chapter slide)
(Slide 8 – Event & Balance Sheet Timeline)
I will now go into the events that impacted on our performance in FY22, and indeed, for the first half
of FY23. This slide is a summary of all the major impacts. First, please note that we have been
affected by Covid from the very beginning of the pandemic. Covid impacted our sales, freight
availability and rates and resulted in having to freeze a considerable amount of whole G&G fish and
smoked salmon finished goods. Margins were reduced as freight increased. Ultimately, demand
improved by the beginning of FY22 (February 2021). We began the clearance of frozen stock, and a
small amount of fresh along with it. Fortunately, we were able to do this by directing it to a small
number of discrete customers and avoided impacts on the pricing of our branded propositions, such
as Ōra King and Regal.
Unfortunately, at roughly the same time as sales recovered from Covid we entered a particularly
difficult harvest period (at the beginning of FY22). The Single Year Class production model reduced
our biomass (mortality and less growth), and we had to restrict our harvest. Furthermore, small fish
are generally more expensive to process and not as valuable, especially for our US Market.
As you can see, all of these factors led to an increase in our net debt position, and this meant that
our balance sheet was not as strong as we would have ideally liked heading into the last Summer.
The marine heatwave this past summer stared early, was exceptionally hot and had a long
duration. This resulted in the worst mortality event the company had ever experienced. Our fish
were in particularly good shape before the summer and yet we had a worse outcome so we came to
the conclusion that we could not continue to attempt to farm through the summer on our warm
water sites, particularly in the Pelorus Sound. (Note, we did also experience a feed related quality
problem on our Te Pangu farm in the Tory Channel).
Given the situation we felt the best course of action was to raise capital as explained by Paul Steere,
and this capital has been used to eliminate bank debt.
As a partial offset to these negatives, it is very pleasing to note that we have been able to increase
our prices. Also, we have added a series of cost out initiatives, seeking to trim our cloth to suit our
reduced scale going forward.
(Slide 9 - Financial Summary)
• Revenue increased due to sales volume of 7,672MT, a 20% increase on sales volumes
compared to prior 12 month period
2
• Stock movement was negative due to the disposal of excess frozen whole fish built up in
FY21 due to Covid disruptions across food services markets. This build up did not repeat in
FY22 and the majority of frozen whole fish stock was cleared in FY22 at discounted prices
• Freight costs reflect increased sales volumes and increased freight cost per kg due to
ongoing disruptions to the global logistics environment from Covid
• Mortality
3
impact reflects significant mortality increase in FY22
• Processing costs reflect cost increases across the major cost groups including salaries &
wages, and raw materials
• Early close out of in the money FX contracts in 1H22 helped mitigate the impact of cost
increases listed above
(Slide 10 - Facts and Figures)
Some further facts and figures. Here you can see our revenue trend which is relatively flat. We
remain geographically diverse, which has stood us in good stead historically, however, note the key
importance of the New Zealand and U.S. markets. Given our shortage of fish we took the
opportunity to exit out of salmon sales to China, given it has been one of our smaller and more
difficult markets. In contrast, our pet food sales to China have continued and look particularly
promising.
Note the disappointing development of our Proforma EBITDA and GAAP net profit after tax. The
latter has been dramatically affected by an impairment of $59m - the assets impaired are as a result
of the long-term fallowing of three farms in the Pelorus and a write down of the goodwill on our
balance sheet.
(Slide 11 - Vision, Purpose, Mission and Strategies)
As always it is important that the Vision and Strategies of the company remain appropriate for the
market and our water space reality. Our Vision is to be one of the Top of the South’s most valued
organisations and the world's most inspirational salmon company. Our Purpose is all about,
‘Creating the Ultimate Salmon Experience’, and we use this to help unite our team behind
quality. Our Mission is that we want to make all stakeholders who come in contact with NZ King
Salmon better off as a result – and we note we've failed our Shareholders in this regard recently.
We have five headline strategies.
1. To focus on farming one Species, to specialise, and do it well.
2. Judicious cost control.
3. #1 or #2 in premium salmon niches around the world, and ultimately 100% branded.
4. To empower highly engaged people willing to go the extra mile.
5. Strong community engagement and positive social license.
Given what has happened, we are reviewing all of these strategies and how we recommit to them or
modify them.
We have three Foundations. Firstly, sustainability, secondly, health and safety and thirdly, food
safety.
(Slide 12 – Sustainability chapter slide)
(Slide 13 – Certifications)
We have a range of certifications which help communicate our various benefits to our customers
and consumers, via third party certified endorsement.
(Slide 14 Sustainability developments)
We continue to progress our sustainability journey:
• Preparing to report under impending TCFD* guidelines.
• Launched our first Environmental Product Declaration (EPD), the first King Salmon EPD and
the first food EPD in Australasia.
• Community consultations and engagement for our Blue Endeavour open ocean project.
• Committed to 100% reusable, recyclable or compostable packaging across our business by
2025 - currently at 55%
The risk climate change poses to our business is becoming one of the most critical issues confronting
NZKS. As highlighted, climate change has already directly impacted our operations with warming
regional seas, floods and drought. 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. Having completed a TCFD gap analysis, we are now preparing to report under the
impending TCFD guidelines for NZX listed companies.
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 (aka an 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.
As a partner in the New Zealand Plastics Packaging Declaration, we are committed to reaching the
goal of using 100% reusable, recyclable or compostable packaging across our business by 2025. This
currently the stands at 55%.
(Slide 15 – Fish Health & Welfare)
Fish health and welfare is at the core of what we do and is the reason why we have changed our
production model and downsized our company. In years gone by, we would often present you the
latest technology or practise, which we anticipated would get us through warmer summers. To
reiterate, as late as mid-January, our fish had never looked better.
(Slide 16 & 17 – Changes to our farming model & fallowed farms)
However, as the summer began, we had to acknowledge that our various investments in fish health
through increased expertise and improved infrastructure and practises, had not improved our
outcomes and therefore we now need to avoid farming through summer on warm water sites, such
as these in the Pelorus Sounds. That's the key difference between what we are doing going forward
and what we did in the past. Of course, we will still continue to improve our practises and
technology, but we will instead run small scale trials rather than seeking to take commercial scale
operations through warm water sites over summer. In this regard, please note that we are running
a small trial for a new vaccine in the Pelorus this coming current summer.
As a result of our change in farming model our volume is reduced in future years, for example, from
FY24 onwards. Whereas we did aspire to grow to over 9,000 pa tonnes, we will now be relatively flat
ongoing forward at 6,500 tonnes and 500t of this will be seasonal volume harvest before summer.
The positive news about this is that in the future we should be a more reliable, consistent producer
with a more certain financial outcome, rather than one with higher growth prospects, but with
unpredictable outcomes over summer.
(Slide 18 – Business update chapter slide)
(Slide 19 – Resilient Brands)
I mentioned earlier that our Vision is to be the world's most inspirational salmon company and also
that we had a strategy of being 100% branded. Our brands, being Ōra King in Foodservice and Regal
in Retail, are absolutely key to resilience, they add value and are the reason we can obtain higher
prices. Therefore, our brands remain central to our strategy.
(Slide 20 - Operations Updates)
The First Feeding Facility at our Tentburn freshwater facility is completed and operational.
A new incubation room was also completed and commissioned earlier this year as part of
the project.
Our new 320mT barge called Kai Hāmana for our Clay Point farm will arrive in July/ August.
The new net cleaning vessel Ika Mā will be launched later this month arriving NZ July / August
New locally built pens installed at our Otanerau farm
(Slide 21 – Outlook chapter slide)
(Slide 22 – Outlook)
Now looking at Outlook. In the past, of course we had considerable growth prospects in our base
business and we are looking at how we can restore value growth to NZKS.
Blue Endeavour, which I will talk about shortly, is an exciting volume growth initiative. Please note
that Blue Endeavour is now scheduled for a result in September this year.
For our FY23 financial result the mortality event that has already occurred at the beginning of this
year was a particularly challenging. The harvest for this year will only be approximately 5,750
tonnes. Two years ago, we changed our financial year end to get the most difficult time of the year,
summer, out of the way early and then we know the impact on the remainder of the fiscal. We
estimate that our Proforma EBITDA will be in the range of an $8m to $12m loss. As well, as the
known mortality from the last summer, we have the lingering impacts of Covid, which for us are no
longer sales related, but are the increased cost of freight and the unreliability of the world supply
chain.
Now turning out attention to capital expenditure. We are restricting our Capex to be consistent with
our reduced volume. Note that, with the reduction in the number of farms in aquaculture we will be
able to have something of a Capex partial holiday in this area.
(Slide 23 – Blue Endeavour)
Looking ahead to future farming, Blue Endeavour remains an extremely important project for our
company because it has so many benefits. These being obviously increased volume, but also
advantages of scale and unit cost reduction that go with that. We also believe we will get an
improved overall fish health outcome from Blue Endeavour generally. We are also investigating ways
that we can increase our unit value. It's always our intention to add value over volume. For the first-
time the panel of commissioners who are hearing our BE application having issued a schedule for a
result, and this is September this year. The first possible harvest for Blue Endeavour would be FY27,
and New Zealand King Salmon acknowledges that we first need to prove the positive outcomes of
our new agriculture model. Assuming approval to proceed, before expanding into Blue Endeavour,
all options for funding remain on the table. With that, I hand back to Paul Steere, for questions and
to present a series of resolutions.
(Slide 24 – Blue Endeavour video)
(Slide 24 – Hand back to Chair to go through the Ordinary Resolutions)
Address by the Chair: Paul Steere [SLIDE 25: ORDINARY AND SPECIAL RESOLUTIONS]
Thank you, Grant.
We will now move to the business of the meeting and the procedure for this part of the meeting. We
have a number of ordinary resolutions to be considered at this meeting.
The resolutions are required to be passed by a simple majority of votes. The resolutions that we will
be voting on today are as follows:
• Resolution 1: Authorisation for the Directors to fix the auditor’s remuneration for the
coming year.
• Resolution 2: Election of Carol Chen as a Director.
• Resolution 3: Election of Victoria Taylor as a Director.
• Resolution 4: Re-election of Chiong Yong Tiong as a Director.
Current best practice for Shareholder voting is by way of poll.
Accordingly, in my capacity as Chair I require that a poll be held for each of the resolutions and I
appoint the company’s share registrar, Computershare, to carry out the poll. Shareholders who are
entitled to vote and proxies who have discretion as to how they vote have received a Voting / Proxy
Form when they registered upon arrival at the meeting.
If you completed a postal vote, you do not need to complete another Voting / Proxy form. If you
have not received a Voting / Proxy form, please go to the Computershare desk at the back of the
room where their representatives will be able to assist you.
After voting, you should place your Voting / Proxy form in one of the ballot boxes which will be
passed around the room. I’ll invite you to vote after all of the resolutions have been introduced to
the meeting.
I and my co-directors hold undirected proxies:
• With respect to Resolution 1, authorisation for the Directors to fix the auditor’s
remuneration for the coming year: 191,499 shares.
• With respect to Resolution 2, election of Carol Chen as Director: 202,260 shares.
• With respect to Resolution 3, election of Victoria Taylor as Director: 202,260 shares.
• With respect to Resolution 4, re-election of Chiong Yong Tiong as Director: 202,260 shares.
Your Board supports these resolutions and we intend to vote all of these shares in favour of these
resolutions.
There will be an opportunity to ask questions on, or speak to, each resolution being put to
shareholders.
I ask that, in the interests of fairness to all shareholders attending this meeting, anyone wishing to
speak to a resolution be as concise as possible and be considerate to other shareholders who may
also wish to ask questions.
[Slide 32: Resolution 1]
Resolution 1 relates to the remuneration of auditors. The proposed ordinary resolution is to
authorise the Directors to fix the auditor’s remuneration for the coming year. In accordance with the
Companies Act, Ernst & Young have been automatically reappointed as the company’s auditors. As is
usual with audit fees, due to the complexity and changing nature of the company’s affairs, it is not
possible to fix the remuneration at the beginning of the year. I now move, as an ordinary resolution,
that the Board is authorised to fix the auditor’s remuneration for the coming year. I now invite
discussion on the resolution. [Discussion]
There appears to be no [further] discussion.
We will now move to the next resolution.
[Slide 33: Resolution 2]
Resolutions 2 and 3 relate to the election of Directors, as required by the company’s constitution
and NZX Listing Rules. Both directors have been appointed by the Board since the last Annual
Shareholders’ Meeting and are therefore required to stand for election at this meeting.
Resolution 2 relates to the election of Carol Chen. The Board considers that Carol Chen will be a
Non-Executive Non-Independent Director. The Board recommends Carol Chen to you as a Director
and unanimously supports her election.
I now invite Carol to briefly address the meeting on her proposed election.
[Address from Carol Chen]
Thank you, Carol.
I now move, as an ordinary resolution, that having been appointed during the year by the board and
holding office only until the Annual Meeting, Carol Chen be elected as a director. Is there any
discussion on this resolution? [Discussion]
There appears to be no [further] discussion.
We will now move to the next resolution
[Slide 34: Resolution 3]
Resolution 3 relates to the election of Victoria Taylor. The Board considers that Victoria Taylor will be
an Independent Director.
The Board recommends Victoria Taylor to you as a Director and unanimously supports her election. I
now invite Victoria to briefly address the meeting on her proposed election.
[Address from Victoria Taylor] Thank you Victoria.
I now move, as an ordinary resolution, that having been appointed during the year by the board and
holding office only until the Annual Meeting, Victoria Taylor be elected as a director.
Is there any discussion on this resolution? [Discussion]
There appears to be no [further] discussion.
We will now move to the next resolution.
[Slide 35: Resolution 4]
Two Directors are required to retire at this meeting due to being in office for a 3-year term, or 3
annual shareholders’ meetings since last being elected. The Directors required to retire on this basis
are Grant Rosewarne and Chiong Yong Tiong. Grant Rosewarne will retire from his office as
Managing Director and is not seeking re-election as a director but will continue in his role as CEO of
NZKS.
Resolution 4 therefore relates to the re-election of Chiong Yong Tiong as a Director. The Board
considers that Chiong Yong Tiong will be a Non-Executive, Non-Independent Director. The Board
recommends Chiong Yong Tiong to you as a Director and unanimously supports his re-election.
Due to illness, Yong is unable to be here in person, so has sent this statement on his proposed re-
election.
“I’m a nominated appointee for NZKS major shareholder Oregon Group, and I’m seeking re-election
for a second term.
“Oregon Group’s affiliation with NZKS goes back to 1996. Over the last two and a half decades, it’s
commitment and support given to NZKS is resolute and beyond reproach, as demonstrated once
again by taking up its full entitlement in the latest equity raise.
“Myself and fellow director, Jack Porus, who serves as a second nominated appointee for Oregon
Group are determined to work closely with the management and the rest of the Board collectively,
and also reflect on the events of recent times which have been most challenging.
“I strongly believe in due time, through hard work and determination, NZKS will become financially
sound sustainability again.
“Thank you and have a good day.”
Thank you, Yong.
I now move, as an ordinary resolution, that having retired in accordance with NZX Listing Rule 2.7.1,
Chiong Yong Tiong be re-elected as a director. Is there any discussion on this resolution? [Discussion]
There appears to be no [further] discussion.
We will now move to voting.
[Slide 40: Voting & Questions]
If you wish to vote on these motions, you should use either the Voting / Proxy Form that was sent to
you with the Notice of Meeting or an alternative voting form given to you by Computershare when
you entered the meeting.
When you cast your vote, please tick one box to select “for”, “against” or “abstain”, alongside each
resolution in the section named Step 1: Voting Instructions / Voting Form. If you hold a proxy on
behalf of a shareholder, you will need to cast that shareholder’s votes in order for them to be
counted.
The Voting / Proxy Form given to proxy holders, sets out the number of proxy votes held and records
directed votes. If there are no undirected votes, the proxy holder needs only to sign the voting form.
Where there are undirected votes, proxy holders may vote these as they see fit by ticking the
appropriate box. Finally, in all cases, please ensure the voting form is signed. I remind you that you
are voting on each separate resolution as detailed in the Notice of Meeting.
After voting, you should place your Voting / Proxy Form in one of the ballot boxes which will be
passed around the room. If anyone is unsure how to complete the voting form or hasn’t got a form,
please go to the registration desk where someone will be able to help you. Once all the votes have
been cast, they will be counted by the Company’s share registrar, Computershare, and scrutinised by
the Company’s auditor.
The results of today’s meeting will be released to the NZX on the completion of verification of
voting.
Please prepare your forms and cast your votes now, while we take questions.
[Can I now ask Computershare to please bring the ballot boxes forward?]
Questions
Before I ask for questions, I would like to take this opportunity to thank my fellow Directors and the
Senior Leadership Team for their continued contribution to New Zealand King Salmon’s leadership,
governance and in the formulation of our strategic intent.
At this point we will open the floor to any questions on the financial results, the business update or
any other matters you would like to raise. [Questions]
If there is something you wish to put to the meeting, could you raise your hand and we’ll get one of
the microphones to you? A reminder to please state your name and whether you are a shareholder
or proxy holder.
[After no more questions] Are there any items of general business to be discussed? There appears to
be no further business for discussion. Ladies and gentlemen, that brings us to the end of formal
business for New Zealand King Salmon’s 2022 Annual Shareholders’ Meeting.
Thank you for taking the time to participate today.
I would now like to invite you to join us for afternoon tea. Thank you.
[ENDS]
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A N N U A L S H A R E H O L D E R S M E E T I N G
2 7 J U N E 2 0 2 2
F Y 2 2 I N V E S T O R P R E S E N T A T I O N
2
Paul Steere
Independent Non-Executive Director
Grant Rosewarne
CEO
W ELCOME
F Y 2 2 A N N U A L S H A R E H O L D E R S M E E T I N G
3
AGENDA
•Chair update
•CEO address
•Ordinary business and resolutions
•Voting and questions
F Y 2 2 A N N U A L S H A R E H O L D E R S M E E T I N G
4
CHAIR UPDATE
•FY22 results overview
•Strategic response to warmer summers and loss of biomass
•Company downsizing
•Avoid warmer water sites during summer
•Only critical capex to be promoted, excess assets to be considered
•Take advantage of global price trends with value gain
•External review of costs and returns
•Board committee reviewing aquaculture strategies and health issues
F Y 2 2 A N N U A L S H A R E H O L D E R S M E E T I N G
CHAIR UPDATE
•Successful completion of the $60.1m rights offer
•Strong shareholder support with applications totalling $50.3m (approximately 83.6% of entitlements taken up);
an additional$3.5m allocated to retail oversubscriptions with the balance being taken up by the underwriter, or
its sub-underwriters.
•Equity raise has been used to deleverage NZ King Salmon’s balance sheet and provide liquidity and funding for
medium termoperating requirements.
•Thank you for your continued support
•Setting a strong foundation for the future
5
F Y 2 2 A N N U A L S H A R E H O L D E R S M E E T I N G
6
CEO’S ADDRESS
•FY22 Overview
•Sustainability
•Business update
•Outlook
•Future Farming
F Y 2 2 A N N U A L S H A R E H O L D E R S M E E T I N G
F Y 2 2 O V E R V I E W
7
01
F Y 2 2 A N N U A L S H A R E H O L D E R S M E E T I N G
8
F Y 2 2 I N V E S T O R P R E S E N T A T I O N
FINANCIAL SUMMARY
9
•Revenueincreased due to sales volume of 7,672MT, a 20% increase on sales volumes compared to prior 12-month period
2
•Stock movementwas negative due to the disposal of excess frozen whole fish built up in FY21 as a result of Covid disruptions across food services markets. This build up
did not repeat in FY22, and the majority of frozen whole fish stock was cleared in FY22 at discounted prices
•Freightcosts reflect increased sales volumes and increased freight cost per kg due to ongoing disruptions to the global logistics environment from Covid
•Mortality impact reflects significant mortality increase in FY22
•Processingcosts reflect cost increases across the major cost groups including salaries & wages, and raw materials
•Early close out of in the money FX contractsin 1H22 helped mitigate the impact of cost increases listed above
1
Refer to the indexfor full reconciliation between GAAP and Pro Forma results
2
FY21 was a 7-month reporting period, as such comparable information has been restated to provide a comparable 12 months to be ona like for like basis
$6.6
6.7
F Y 2 2 A N N U A L S H A R E H O L D E R S M E E T I N G
FACTS & FIGURES
$174.5
FY2 2 R EV EN U E O F
M I L L I O N
7,382
M ET R I C T O N N ES
H A R V ES T ED
D U R I N G FY2 2
40%
G EO G R A PH I C S PR EA D
O F R EV EN U E
6%
39%
7%
EUROPE
5%
3%
NORTH
AMERICA
ASIA EX JAPAN
JAPAN
NEW
ZEALAND
AUSTRALIA
10
26.2
25.2
25.1
10.0
6.7
0.0
5.0
10.0
15.0
20.0
25.0
30.0
F18F19F20F21F22
(Jun)(Jun)(Jun)(7 mths to Jan)(Jan)
FY PRO-FORMA OPERATING EBITDA
14.5
12.9
11.2
2.3
-10.0
-5.0
0.0
5.0
10.0
15.0
20.0
F18F19F20F21F22
(Jun)(Jun)(Jun)(7 mths to Jan)(Jan)
FY PRO-FORMA NPAT
(60.0)
(55.7)
How will NZKS achieve its Purpose, Vision and Mission? Five Strategies:
Farm
One
Species:
King Salmon
Cost Control
Brand
Leadership
in Premium
Salmon
Niches
Highly
Engaged
People
Strong
Community
Engagement
Foundation 3: Food Safety
Foundation 2: Health & Safety
Foundation 1: Sustainability
F Y 2 2 A N N U A L S H A R E H O L D E R S M E E T I N G
S U S TA I N A B I L I T Y
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02
F Y 2 2 A N N U A L S H A R E H O L D E R S M E E T I N G
13
ACCREDITATION -INDEPENDENT COMMITMENTS TO SUSTAINABILITY
First in Australasia to achieve 4-star Best
Aquaculture Practices (BAP) certification
To independently verify our operations and activities, we continue to participate in leading accreditation programmes for theaquaculture
industry and continue with our reporting commitments to the Global Salmon Initiative (GSI)
F Y 2 2 A N N U A L S H A R E H O L D E R S M E E T I N G
OUR SUSTAINABILITY DEVELOPMENTS
We continue to progressour sustainability journey:
•Launched our first Environmental Product Declaration (EPD), the first King Salmon EPD and the first food EPD in Australasia.
•Community consultations and engagement for our Blue Endeavour open oceanproject.
•Committed to 100% reusable, recyclable or compostable packaging across our business by 2025 -currently at 55%
•High Climate Change Risks
•Benchmarking for Task Force on Climate-related Financial Disclosures (TCFD)
1. Quantify our baseline carbon footprint
2. Apply scenario analysis
3. Identify opportunities
4. Set targets
5. Engage and report
14
* Tas k Force on Cl i mate-rel ated Fi nanci al Di s clos ures .
F Y 2 2 I N V E S T O R P R E S E N T A T I O N
FISH HEALTH & W ELFARE
Adverse health outcomes are rarely straightforward. They generally involve a number of factors such as stress, disease, environmental conditions and
husbandry acting in combination. Water temperatures have the strongest correlation with mortality, with significant adverse effects for fish when
temperatures consistently exceed 18°C. This is a key focus for NZKS
Actions being undertaken
•Avoid the summer
•Immunisationprogrammeto protect stock from known pathogens
•Strong internal fish health team (including specialist Aquatic Vet) and close relationships with external fish health experts
•Optimisationof production plan
15
F Y 2 2 I N V E S T O R P R E S E N T A T I O N
16
CHANGES TO OUR FARMING MODEL
•Avoidfarming in warm water
sites through the summer
months
•Reduced volume
•More reliable consistent
production
•Increased certainty on financial
outcomes
F Y 2 2 A N N U A L S H A R E H O L D E R S M E E T I N G
FUTURE FARMING PLANS IN THE PELORUS
WAIHINAU –fallowed
FORSYTH –fallowed
KOPAUA –fallowed
WAITATA –used for seasonal volume and
commercialsummer vaccine trials
CRAIL BAY –now being utilised for
Asparagopsis(seaweed)trial
17
F Y 2 2 A N N U A L S H A R E H O L D E R S M E E T I N G
B U S I N E S S U P D AT E
18
03
F Y 2 2 A N N U A L S H A R E H O L D E R S M E E T I N G
RESILIENT BRANDS
19
Maintain brand equity; focus on high-value opportunities.
•Connecting with key chef advocates through the ŌraKing Global
Ambassador Programme and ŌraKing Documentary
•Social and digital media to engage with the Regalconsumer
Product innovation and accolades:
►ŌraKing Keiji-positive market test for our interpretation of the
famed Japanese Keiji, a premium sashimi or plate-size salmon
enjoyed for its unique flavourand delicate texture
►Regal Double Manuka Wood Roasted King Salmon awarded the
Top Honour in Specialty Food category with two wins at Sofi
awards in North America
►Omega Plus range extension and packaging refresh
F Y 2 2 A N N U A L S H A R E H O L D E R S M E E T I N G
OPERATIONAL UPDATES
20
►The First Feeding Facility at our Tentburn
freshwater facility is completed
andoperational.
►A new incubation roomwas also completed
and commissionedearlier this year as part
of theproject.
►Our new 320mTbarge called Kai Hāmana
for our Clay Point farm willarrivein July/
August.
►The new net cleaning vessel IkaMāwillbe
launched later this montharriving NZ July /
August
►New locallybuilt pens installed at our
Otaneraufarm
F Y 2 2 A N N U A L S H A R E H O L D E R S M E E T I N G
O U T L O O K
21
04
F Y 2 2 A N N U A L S H A R E H O L D E R S M E E T I N G
•Focus on restoring value growth to NZKS
•Manage ourfishhealthand welfare issues
•Positive increase price/kg in FY23 with full year impact in FY24
•Freight and Supply Chain Challenges continue.
•Forecast FY23 harvest volumes of ~5,750MT
•Forecast FY23 Pro forma EBITDA loss of $8m to $12
•Forecast FY24 harvest volumes of~6,500MT
•Capex reduced and consistent with lower volume
•Blue Endeavour is our growth strategy
OUTLOOK
22
F Y 2 2 A N N U A L S H A R E H O L D E R S M E E T I N G
BLUE ENDEAVOUR UPDATE
23
•Blue Endeavour hearings ended in April, but further
information has been requested by commissioners
•Consent outcome is due in September
•Blue Endeavour remains an important medium-term
project to deliver growth to NZ King Salmon
•Blue Endeavour will allow the utilisation of Pelorus
licenses as nursery sites and harvest locations
•Work continues on refining the production plan
•Blue Endeavour has the potential to add 10,000MT of
harvest volume in conjunction with our nursery sites
•FY27 is the earliest possible Blue Endeavour harvest
BE video
F Y 2 2 A N N U A L S H A R E H O L D E R S M E E T I N G
O R D I N A R Y B U S I N E S S
A N D R E S O L U T I O N S
25
06
F Y 2 2 A N N U A L S H A R E H O L D E R S M E E T I N G
RESOLUTION 1
26
That the Board is authorised to fix the auditor’s remuneration for the coming year.
The Board unanimously recommends that shareholders vote in favour of Resolution 1.
F Y 2 2 A N N U A L S H A R E H O L D E R S M E E T I N G
RESOLUTION 2
27
Having been appointed during the year by the Board and
holding office only until the Annual Meeting, that Carol
Chen be elected as a Director.
The Board unanimously recommends that shareholders
vote in favour of Resolution 2.
F Y 2 2 A N N U A L S H A R E H O L D E R S M E E T I N G
RESOLUTION 3
28
Having been appointed during the year by the Board and
holding office only until the Annual Meeting, that
VictoriaTaylor be elected as a Director.
The Board unanimously recommends that shareholders
vote in favour of Resolution 3.
F Y 2 2 A N N U A L S H A R E H O L D E R S M E E T I N G
RESOLUTION 4
29
Having retired in accordance with NZX Listing Rule 2.7.1,
that Chiong Yong Tiong be elected as a Director.
The Board unanimously recommends that shareholders
vote in favour of Resolution 4.
F Y 2 2 A N N U A L S H A R E H O L D E R S M E E T I N G
V O T I N G A N D Q U E S T I O N S
30
07
F Y 2 2 A N N U A L S H A R E H O L D E R S M E E T I N G
A P P E N D I C E S A N D D I S C L A I M E R
31
08
F Y 2 2 A N N U A L S H A R E H O L D E R S M E E T I N G
APPENDIX –FY22 RECONCILIATION BETWEEN GAAP RESULTS AND
PRO FORMA FINANCIALS
32
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 (221)13,471 6,698
Depreciation and amortisation(10,125)1,747 (8,378)
Impairment(59,255)(59,255)
EBIT(84,973)(5)(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)10,78829 13,471 (63,305)
Income tax (expense) / credit14,390 (3,021)(8)(3,772)7,590
Net Profit / (loss) for the Year(73,202)7,76821 9,699 (55,715)
F Y 2 2 A N N U A L S H A R E H O L D E R S M E E T I N G
APPENDIX –FY21 RECONCILIATION BETWEEN GAAP RESULTS AND
PRO FORMA FINANCIALS
33
FY21 (7 months)
NZD 000s
Statutory
Financial
Statements
Fair Value
Adjustments
IFRS 16 Lease
Adjustments
FX Close-outs
Pro Forma
Operating
Financial
Information
Revenue
95,239 95,239
Cost of goods
sold
(98,820)36,562 (984)(63,243)
Fair value gain / (loss) on biological transformation
29,350 (29,350)-
Freight costs to market
(11,616)(11,616)
Gross Profit
14,153 7,212 (984)20,381
Other operating income
541 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)7,212 (984)5,744 9,963
Depreciation and amortisation
(5,969)981 (4,988)
EBIT
(7,978)7,212 (3)5,744 4,975
Finance income
5 5
Finance costs
(1,353)140 (1,213)
Net finance costs
(1,349)-140 (1,208)
Profit / (loss) before Tax
(9,326)7,212 137 5,744 3,766
Income tax (expense) / credit
2,247 (2,019)(38)(1,608)(1,419)
Net Profit / (loss) for the Year
(7,079)5,193 98 4,136 2,347
F Y 2 2 A N N U A L S H A R E H O L D E R S M E E T I N G
34
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, thesestandards 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 mortal i ty. 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.
F Y 2 2 A N N U A L S H A R E H O L D E R S M E E T I N G
APPENDIX –GLOSSARY OF TERMS
35
1H22Financial results for the 6 months from 1 February 2021 to 31 July 2021
2H22Financial results for the 6 months from 1 August 2021 to 31 January 2022
FY22Financial results for the 12 months from 1 February 2021 to 31 January 2022
FY21Financial results for the 7 months from 1 July 2020 to 31 January 2021
EBITDAEarnings before interest, tax, depreciation and amortisation
FCRFeed Conversion Ratio –the amount of feed (in kilograms) required to grow 1 kilogram of fish weight
G&GGilled and gutted. Note that all volumetric information presented is on a gilled and gutted basis unless otherwise stated
GAAPGenerally Accepted Accounting Practice
Mortality / Mortality RateThe percentage mortality of salmon in seawater, calculatedas the biomass of salmon mortalities in kg divided by the growth of salmon in kg
MTMetric tonnes
NPATNet profit after tax, also reported as net profit for the period in our published financial results
NZKSNew Zealand King Salmon
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 to thisdocument. Pro Forma Operating EBITDA is a non-GAAP profit measure
Upwelling SystemA system that allows dense cooler water to be moved towards the ocean surface, displacing the warmer water and increasing water flow.
F Y 2 2 A N N U A L S H A R E H O L D E R S M E E T I N G
36
DISCLAIMER
The information in this presentation has been prepared by New Zealand King Salmon Investments Limited with due care and attention. However, to the maximum extent permitted by law, neither New
Zealand King Salmon Investments Limited nor any of its directors, employees, shareholders nor any other person shall have anyliability whatsoever to any person for any loss (including, without limitation,
arising from any fault or negligence) arising from this presentation or any information supplied in connection with it.
This presentation may contain projections or forward-looking statements regarding a variety of items. Such projections or forward-looking statements are based on current expectations, estimates and
assumptions and are subject to a number of risks, uncertainties and assumptions. There is no assurance that results contemplatedin any projections and forward-looking statements in this presentation will
be realised and any forward-looking statements are subject to material adverse events, significant one-off expens es or other unfores eeable circumstances. As s uch, actual res ults m ay differ m aterially from
those projected in this presentation. No person is under any obligation to update this presentation at any time after its release to you or to provide you with further information about New Zealand King
Salmon Investments Limited.
Our results are reported under NZ IFRS. This presentation includes non-GAAP financial measures which are not prepared in accordance with NZ IFRS. The non-GAAP financial measures used in this
presentation include:
•EBITDA. We calculate EBITDA by adding back (or deducting) depreciation, amortisation, finance expense / (income), and taxation expense to net earnings / (loss) from continuing operations.
•EBIT. We calculate EBIT by adding back (or deducting) finance expense / (income), and taxation expense to net earnings / (loss) from continuing operations.
•Pro Forma Operating EBITDA refers to earnings before interest, tax, depreciation and amortisation after allowing for pro forma adjustments as described in the Appendix to this document.
We believe that these non-GAAP financial measures provide useful information to readers to assist in the understanding of our financial performance, financial position and returns. They should not however
be viewed in isolation, nor considered as a substitute for measures reported in accordance with NZ IFRS. Non-GAAP financial m easures may not be comparable to similarly titled amounts reported by other
companies.
The information in this presentation is of a general nature and does not constitute financial product advice, investment advice or any recommendation. Nothing in this presentation constitutes legal, financial,
tax or other advice. An investor should, before making any investment decisions, consider the appropriateness of the informationin this presentation, and seek professional advice, having regard to the
investor’s objectives, financial situation and needs.
This presentation is solely for use of the party to whom it is provided.
F Y 2 2 A N N U A L S H A R E H O L D E R S M E E T I N G
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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