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Kingfish 2022 Annual Report

Annual Report29 June 2022KFLFinancials

ANNUAL REPORT
2022

31 MARCH

2
kingfish limited /

ANNUAL REPORT

2022

CALENDAR

Next Dividend Payable

23 JUNE 2022

Annual Shareholders’ Meeting

Ellerslie Event Centre, Auckland

5 AUGUST 2022, 10:30AM

Interim Period End (1H23)

30 SEPTEMBER 2022

03About Kingfish

06Directors’ Overview

10Manager’s Report

18The STEEPP Process

20Kingfish Portfolio Stocks

26Board of Directors

27Corporate Governance Statement

34Directors’ Statement of Responsibility

35Financial Statements

53Independent Auditor’s Report

57Shareholder Information

59Statutory Information

62Directory

CONTENTS

Andy Coupe

Chair

Carol Campbell

Director

This report is dated 24 June 2022 and is

signed on behalf of the Board of Kingfish

Limited by Andy Coupe, Chair, and

Carol Campbell, Director.

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ANNUAL REPORT

2022

ABOUT KINGFISH

Kingfish Limited (“Kingfish” or “the Company”) is a listed investment

company that invests in quality, growing New Zealand companies. The

Kingfish portfolio is managed by Fisher Funds Management Limited

(“Fisher Funds” or “the Manager”), a specialist investment manager

with a track record of successfully investing in growth company shares.

Kingfish listed on NZX Main Board on 31 March 2004 and may invest

in companies that are listed on a New Zealand stock exchange or

unlisted companies.

INVESTMENT OBJECTIVES

The key investment objectives of Kingfish are to:

» achieve a high real rate of return, comprising both income and capital

growth, within risk parameters acceptable to the directors; and

»provide access to a diversified portfolio of New Zealand quality

growth stocks through a single tax efficient investment vehicle.

INVESTMENT APPROACH

The investment philosophy of Kingfish is summarised by the following

broad principles:

» invest as a medium to long-term investor exiting only on the basis of

a fundamental change in the original investment case;

»invest in companies that have a proven track record of growing

profitability; and

» construct a diversified portfolio of investments based on our

‘STEEPP’ investment criteria (see pages 18 and 19).

-
$

17.3m

Net loss

0.02

%

Total shareholder return

-2.5

%

Gross performance return

$

1.58

NAV per share

$

1.75

Share price

-3.5

%

Adjusted NAV return

DIVIDENDS PAID

DIVIDENDS PAID DURING THE YEAR ENDED 31 MARCH 2022 (CENTS PER SHARE)

Total dividends of 14.34 cps were paid during the financial year (2021: 13.48 cps)

25 June

2021

3.60

cps

24 September

2021

3.52

cps

17 December

2021

3.67

cps

25 March

2022

3.55

cps

FOR THE 12 MONTHS ENDED 31 MARCH 2022

AT A GLANCE

AS AT 31 MARCH 2022

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ANNUAL REPORT

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Infratil
18

%

Mainfreight

20

%


Summerset

10

%

Fisher & Paykel

Healthcare

14

%

Auckland

International

Airport

9

%

AS AT 31 MARCH 2022

LARGEST INVESTMENTS

AS AT 31 MARCH 2022

SECTOR SPLIT

Industrials 34%

Healthcare 30%

Utilities 22%

Consumer Staples 7%

Information Technology 5%

The Kingfish portfolio also holds some cash.

These are the five largest percentage holdings in the Kingfish portfolio. The full Kingfish portfolio and percentage

holding data as at 31 March 2022 can be found on page 17.

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ANNUAL REPORT

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“Kingfish has
experienced a

challenging year,

which has culminated

in a net loss, after

expenses, fees and

t a x, o f $17.3m.”

DIRECTORS’ OVERVIEW

Andy Coupe

Chair

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ANNUAL REPORT

2022

The past 12 months have been challenging for all
share market investors as global uncertainty about the

ongoing implications of Covid, inflationary concerns,

and political uncertainty in Europe (Ukraine/Russia) has

dominated market sentiment. Increasing interest rates,

inflation, and supply chain issues have created cost

pressures, while the Ukraine/Russia conflict has pushed

up commodity prices. This market backdrop, combined

with a fall in consumer confidence, has seen defensive

(utilities) stocks and cyclical companies (energy and

banks) favoured over quality growth companies, which

has in turn placed downward pressure on the stocks in

the Kingfish portfolio. The Manager has continued to

carefully monitor all investments in the portfolio, and

their belief in the soundness of the portfolio is reflected

in their accompanying report.

Notwithstanding these challenges, the directors are

disappointed to report a reduction in Kingfish Limited’s

Net Asset Value (NAV) for the year. The Kingfish

portfolio recorded a negative Gross Performance

Return

1

before fees and expenses of (2.5%) and an

Adjusted Net Asset Value (NAV) negative Return

2


of (3.5%), very much in line with the S&P/NZX50G

which was down (3.6%) for the 12-month period. It is

always disappointing to record a negative return for

any reporting period. However, equity markets typically

have their ups and downs and we note that the KFL

performance was in-line with the NZX benchmark as

the New Zealand sharemarket overall struggled to stay

in positive territory during the year ended 31 March

2022. It is also relevant to note that the adjusted NAV

performance over the past three years of 36.6% is 13.6

percentage points above the S&P/NZX50G index of

23.0%.

Revenues and Expenses

The 2022 net loss result comprised losses on

investments of ($20.0m), dividend and interest income

of $7.9m, other income of $1.4m, less operating

expenses and tax of $6.6m.

Overall operating expenses were $6.6m lower

than the corresponding period, mainly due to lower

management fees and because the prior year’s

operating expenses included a performance fee.

The management agreement fee rebate formula

has reduced the Kingfish annual management fee

from 1.25%pa to 0.95%pa, a saving of $1.7m. This

adjustment occurred because the gross performance

return of the Kingfish portfolio for the year was (3.4

percentage points) below the change in the S&P/NZX

Bank Bill 90day index for the year (0.5%)

3

.

Dividends

Kingfish continues to distribute 2.0% of average net

asset value per quarter, despite the loss for the year.

Over the 12-month period to 31 March 2022, Kingfish

paid 14.34 cents per share in dividends (2021:13.48

cps). The next dividend will be 3.16 cents per share,

payable on 23 June 2022 with a record date of 9 June

2022.

Kingfish has a dividend reinvestment plan which

provides ordinary shareholders with the option to

reinvest all or part of any cash dividends in fully

paid ordinary shares. Full details of the dividend

reinvestment plan

4

can be found in the Kingfish

Dividend Reinvestment Plan Offer Document, a copy

of which is available at www.kingfish.co.nz/investor-

centre/capital-management-strategies/.

Warrants

On 15 November 2021, 79.1m new Kingfish warrants

were allotted. One new warrant was issued to all

eligible shareholders for every four shares held on

the record date (12 November 2021). The warrants

are exercisable at $2.03 per warrant, adjusted down

for dividends declared during the period up to the

announcement of the 18 November 2022 Exercise

Price. Warrants continue to be a part of the overall

capital management programme. The previous warrants

(KFLWF) were exercised in March 2021, with 91%

of warrant holders exercising their warrants and an

additional $85m invested. So at the start of the year, the

Kingfish total assets were valued at $560m, however as

at 31 March 2022 the value was $506m.

Share Buybacks

The share buyback programme

5

is another part of

Kingfish’s capital management. During the 12 months

to 31 March 2022, the share price continued to trade

at a premium to the NAV, and therefore there were no

buybacks during FY22, (FY21:Nil).

1

The gross performance return is the portfolio performance before expenses, fees and tax. It is an appropriate return measure for

assessing the Manager’s performance against an index or benchmark.

2

The adjusted net asset value is the underlying performance of the investment portfolio adjusted for dividends, (and other capital

management initiatives) and after expenses, fees and tax.

3

The management fee reduces by 0.10% for each 1.0% pa that the gross return (expressed as a percentage of the gross asset

value at the beginning of the financial year) achieved on the portfolio, is less than the change in the S&P/NZX Bank Bill 90 Day

Index over the year.

4

Participation forms for the Dividend Reinvestment Plan (DRP) can be obtained by contacting either Kingfish or Computershare

Investor Services Limited.

5

Shares purchased under the buyback programme are held as treasury stock and subsequently reissued to shareholders under

the dividend reinvestment plan.

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ANNUAL REPORT

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FIGURE 1: FIVE-YEAR PERFORMANCE SUMMARY
Corporate Performance

For the year ended 31 March20222021202020192018

5 years

(annualised)

Total Shareholder Return0.02%6 5.1%7. 2 %13.5%12.0%1 7. 6 %

Adjusted NAV Return(3.5%)41.1%0.4%1 7. 6 %14.7%13.0%

Dividend Return

1

7. 4 %7. 7 %8.5%8.6%8.7%

Net (Loss) / Profit ($17.3m)$142.7m$1.7m$ 4 7.1 m$36.3m

Basic Earnings per Share−5.49cps56.28cps0.75cps24.24cps19. 62c p s

OPEX ratio1.1%2.9%1.5%3.0%2.5%

OPEX ratio (before performance fee)1.1%1.5%1.5%1.5%1.6%

As at 31 March20222021202020192018

NAV (as per financial statements)$1.58$1.7 7$1.39$1.57$1.4 5

Adjusted NAV

2

$6.53$6.77$4.80$4.78$4.07

Share price$1.75$1.90$1.29$1.35$1.31

Warrant price$0.05-$0.03$0.06-

Share price (premium) / discount to NAV

3

( 11. 6 % )( 7. 3 % )6.7%13.1% 9. 7 %

DIRECTORS’ OVERVIEW CONTINUED

Andy Coupe / Chair

Kingfish Limited

24 June 2022

Annual Shareholders’ Meeting

The 2022 annual shareholders’ meeting will be held

on Friday 5 August at 10:30am at the Ellerslie Event

Centre in Auckland and online. All shareholders are

encouraged to attend, with those who are unable to

attend either form of the meeting invited to cast their vote

on company resolutions prior to the meeting.

Director Retirement – Alistair Ryan

After 10 years as Chair of Kingfish Limited, Alistair

Ryan has retired from the board, effective from 31 May

2022. In that time, he has overseen changes in both

the board and portfolio manager, and importantly,

changes to the management agreement with Fisher

Funds which have benefited shareholders. Alistair has

been a popular and much respected Chair and we

wish him well in his retirement.

Director Election – Fiona Oliver

The board has, effective 1 June 2022, appointed Fiona

Oliver as an independent director. In accordance with

the Kingfish constitution and NZX Listing Rules, Fiona

will stand for election at this year’s Annual Shareholders’

Meeting. The board unanimously supports Fiona’s

election.

Conclusion

The 2022 year was yet another challenging period

for the New Zealand sharemarket. Changeable

market conditions, like those experienced over the

period, continue to reinforce the Manager’s strategy of

focusing on well-managed, quality businesses, whose

sustainable competitive advantages enable them to

adapt and respond to an ever-changing environment

over the medium to long-term.

We would like to thank you for your continued support

and look forward to seeing many of you at the annual

meeting on 5 August.

On behalf of the Board,

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ANNUAL REPORT

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Non-GAAP Financial Information
Kingfish uses non-GAAP measures:

»adjusted net asset value – the underlying value of the investment portfolio adjusted for capital allocation decisions after

expenses, fees and tax,

»adjusted NAV return – the net return to an investor after expenses, fees and tax,

»gross performance return – the Manager’s portfolio performance in terms of stock selection before expenses, fees and tax,

»total shareholder return – the return combines the share price performance, the warrant price performance, the net value of

converting any warrants into shares, and the dividends paid to shareholders. It assumes all dividends are reinvested in the

Company’s dividend reinvestment plan, and that shareholders exercise their warrants, (if they were in the money), at warrant

expiry date,

»OPEX ratio – the percentage of Kingfish’s assets used to cover operating expenses, excluding tax and brokerage, and

»dividend return – how much Kingfish pays out in dividends each year relative to its average share price during the period.

(Dividends paid by Kingfish may include dividends received, interest income, investment gains and/or return of capital).

All references to adjusted net asset value, gross performance return and total shareholder return in this Annual Report are to

such non-GAAP measures. The calculations applied to non-GAAP measures are described in the Kingfish Non-GAAP Financial

Information Policy. A copy of the policy is available at http://www.kingfish.co.nz/about-kingfish/kingfish-policies/

FIGURE 2: TOTAL SHAREHOLDER RETURN

Share Price/Total Shareholder Return

Total Shareholder ReturnShare Price

$

9.00

$

8.00

$

7.00

$

6.00

$

5.00

$

4.00

$

3.00

$

2.00

$

1.00

$

0.00

Mar

2016

Mar

2019

Mar

2020

Mar

2021

Mar

2022

Mar

2004

Mar

2005

Mar

2006

Mar

2007

Mar

2008

Mar

2009

Mar

2010

Mar

2 011

Mar

2012

Mar

2013

Mar

2014

Mar

2015

Mar

2017

Mar

2018

Manager Performance

For the year ended 31 March20222021202020192018

5 years

(annualised)

Gross Portfolio Performance (before

expenses, fees and tax)(2.5%)46.0%2.9%21.2%16.5%15.6%

S & P/N Z X 5 0 G(3.6%)28.2%(0.5%)18.3%15.6%11. 0 %

Performance fee hurdle / Benchmark Rate

4

7. 5 %7. 3 %8.6%9.0 %9.0 %

NB: All returns have been reviewed by an independent actuary.

1

Kingfish’s dividend return is calculated by dividing the dividends paid in a given year by the average share price for that year.

(The dividend policy of paying a quarterly dividend that is 2% of average NAV has been consistently applied).

2

Kingfish’s adjusted NAV historical information has been restated as a result of correcting the warrant dilution component of the

calculation.

3

Share price (premium) / discount to NAV (including warrant price on a pro-rated basis).

4

The performance fee hurdle is the Benchmark Rate (the change in the NZ 90 Day Bank Bill Index +7%).

.

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ANNUAL REPORT

2022

Sam Dickie
Senior Portfolio Manager

“After a strong start to

the year, Kingfish had a

challenging final quarter.

Elevated market volatility

was driven by a rapid rise

in interest rates and the

sharpest rotation out of

growth companies that we

have seen in more than 20

years. Despite this turbulent

final quarter, the Kingfish

portfolio still outperformed

its market benchmark, and

the high-quality companies

in the portfolio continue to

deliver earnings growth.”

MANAGER’S REPORT

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2022

Kingfish’s gross performance outperformed its
benchmark by 1% for the year, which on the face of it,

points to an uneventful year. However, it was another

remarkable year, capped off by significant volatility

and a pullback in Kingfish performance in the first three

months of calendar 2022.

When I sat down to write this Manager’s Report, I re-

read my commentary from the last few annual reports.

To quote a few:

»2020: “COVID-19 – an unprecedented and

uncertain time”

»2018: “Market volatility returned at the start of

calendar year 2018, catching investors unaware”

»2017: “S&P/NZX50 index, after experiencing a

turbulent period”

There is a pattern emerging here. Volatility is a constant

presence in equity markets. It is the discomfort equity

investors must endure to achieve higher returns over

the long term. Remember, if you had invested $1,000

in the S&P500 in 1990, that would be worth $20,000

today. That is despite living through the dotcom crash,

a global financial crisis, a pandemic, and several

inflation and interest rate cycles. The journey can be

bumpy, but the destination is usually worth it.

There is always something to worry about. Today

investors are worried about central banks withdrawing

years of stimulus, the highest inflation in decades,

sharply rising interest rates, spiking petrol prices, a

tragic war, and now the risk of a recession.

Figure 1: Fears have regularly punctuated the otherwise

steady rise in markets

Despite this, it is critical that we don’t get knocked

off our path by fear when these inevitable bouts of

volatility arise. Market timing is extraordinarily difficult

and risks foregoing a quality portfolio in the pursuit of

short-term gains. This could prove wonderful if you had

perfect foresight, but is fraught with misadventure if you

do not.

Volatility creates opportunities

Warren Buffett: “Uncertainty is the friend of the buyer

of long-term values.”

A key driver of markets in recent months has been

sharply rising interest rates on the back of high and

stubborn inflation. At the end of last year, the market

was expecting the US Federal Reserve to raise interest

rates 0.5% over the upcoming 12 months. Today, the

market is expecting 3.0% of interest rate hikes over the

next 12 months! The New Zealand market in December

was pricing 1.5% of rate hikes over the next 12 months.

We have now already seen 1.25% of rate hikes this

year, with a further 2.50%+ being projected by the

RBNZ by December. We expected interest rates to

increase, but it has been the explosive pace of the

increase that has shocked financial markets.

Figure 2: The speed of interest rate increases have

taken markets by surprise

May, 2020 September, 2020 January, 2021 May, 2021 September, 2021 January, 2022 May, 2022

3.5%

3.0%

2.5%

2.0%

1.5%

1.0%

0.5%

0.0%

13/05/1990 13/05/1995 13/05/2000 13/05/2005 13/05/2010 13/05/2015 13/05/2020

30,000.00

25,000.00

20,000.00

15,000.00

10,000.00

5,000.00

-

Dotcom crash

Global Financial Crisis

Pandemic sell-off

$22,000

Value of $1,000 invested in US S&P 500 Index

(USGG10YR - US Government Bonds with a 10-Year Maturity)

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ANNUAL REPORT

2022

Figure 3: Tech and growth-heavy indices have fallen
the fastest

As long-term investors, short-term market pessimism

can create good buying opportunities. At times,

share prices can become divorced from corporate

fundamentals, as we saw during the COVID sell-off –

and we think we are seeing that again now. Valuations

of our portfolio companies are now more attractive,

which is a function of both the price falls and the

earnings of these companies continuing to grow. Just

as one example, Mainfreight continues to deliver stellar

growth, yet its share price has been sliding for over six

months. As a result, its valuation multiple is nearly as

attractive as it has been at any point over the last five

years.

MANAGER’S REPORT CONTINUED

Figure 4: Mainfreight continues to deliver growth

Figure 5: Valuation divorced from fundamentals

We have started to deploy cash into the most attractive

opportunities where our assessment of the investment

hasn’t changed but the share price has fallen sharply.

KINGFISH PORTFOLIO COMMENTARY

Despite the weak share price performance of many

portfolio companies in recent months, the Kingfish

portfolio had an encouraging recent reporting season

earlier this year.

Most of the companies in the portfolio that had results

or trading updates exceeded our expectations. Overall,

73% of our portfolio companies that reported results

beat expectations, with 60% of them also providing an

outlook that was better than feared.

Figure 6: Fundamentals have exceeded expectations

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022

350

300

250

200

150

100

50

0

Global Infrastructure NZX50 S&P500 NASDAQ Unprofitable Tech (ARK)

10%

0%

-10%

-20%

-30%

-40%

-50%

-60%

2%

-14%

-15%

-24%

-54%

Result Outlook

Beat Miss

27%

40%

73%

60%

Mainfreight continues to grow earnings (NPAT $m)

2017 2018 2019 2020 2021 2022

40

35

30

25

20

15

And its valuation is now more attractive

(Price/earnings ratio)

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ANNUAL REPORT

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Auckland Airport
The flat share price performance by Auckland Airport

belies another unique year!

Importantly, our borders have opened. New Zealand

can finally welcome returning citizens and tourists after

years of travel restrictions, anxious quarantine lotteries,

and a significant reduction in our biggest export

industry, tourism.

Pent-up demand is strong. Delta Airlines, whilst not

operating into Auckland, recently had their highest

cash sales day in their 97-year history: "We have

never seen demand turn on so quickly as it has after

Omicron... people want to get back out. They want

to connect. Business traffic is booming. The pandemic

really does seem to be behind us here in the U.S." This

return to pre-pandemic demand is occurring despite

high airfares. We think there will be similar pent-up

demand to travel to and from New Zealand as borders

reopen.

Contact Energy and Meridian

We are privileged in New Zealand to have an

electricity sector that has the natural advantage of

being largely renewable. Recently, we have favoured

Contact Energy because we think its renewable

generation development pipeline is the most attractive

in the sector. It is developing a large geothermal field

at Tauhara. The field is around 3.1TWh of potential

generation versus Contact’s 2021 generation output of

9TWh.

We also own a small position in 100% renewable

Meridian. The company owns high-quality hydro

generation and wind assets. Growth will be driven

by its Harapaki windfarm development which comes

online in fiscal 2024, boosting its generation around

176MW, or 7%.

Delegat Group

Premium wine company Delegat navigated though a

difficult Marlborough harvest season. This was due to

its ongoing growth in its planted area and dedicated

focus on vineyard efficiencies, which has seen yields

improve over time. It was also due to it securing an

increased quantity of grapes from grower partners.

These factors meant it ended up only 2% down versus

New Zealand’s total harvest down around 19%.

A key aspect of the company’s moat is its strong Oyster

Bay brand. It is still seeing strong demand in its end

markets (including the US). As a result, it has been able

to increase prices and allocate product to its highest

value accounts to offset margin pressure.

EBOS

EBOS has proven over a long period that it is the

leading player in its core business of Australian

pharmaceutical distribution, where it has around 35%

share of the A$14 billion market. Its moat is based on

being the lowest cost and highest efficiency operator

in this defensive industry. It is the largest player and

has the best processes and systems to deliver reliable

service at low cost to its pharmacy customers. Its

service delivery level in key items is over 99.75%, well

ahead of its competitors.

We had previously removed the company from the

portfolio in 2018 due to some concerns including its

model being tested by new competitive threats and the

modest industry growth rate in its core business. Since

then, EBOS has extended its strong track record under

CEO John Cullity, emerged with its moat firmly intact,

and delivered growth through market share gains and

entering higher growth adjacencies including animal

health.

A share issue to fund a new acquisition gave us the

opportunity to re-enter the company at an attractive

price. EBOS announced it was buying Australian

medical devices distributor Lifehealthcare and raised

new equity to partly fund the transaction. This is a

logical acquisition in line with the company's previously

stated strategy to further grow in the attractive and

growing market. The transaction also provides a

sensible entry point to South-East Asia through the

Transmedic subsidiary.

Fisher & Paykel Healthcare

Fisher & Paykel Healthcare’s share price had a very

tough year, although in our view the company has

done almost everything right.

The company ramped production of all its hospital

products but especially its highflow nasal oxygen

products Airvo (the hardware) and Optiflow (the

consumables) in response to the COVID pandemic. It

sold 10 years’ worth of hardware in two years. That is

a stellar achievement, particularly in an environment of

disrupted supply chains.

However, the company recently updated investors on

expected revenue for the year to March 2022, which

was around 10% short of expectations in the second

half. This was due to a sharp slowdown in sales of

hardware and consumables in its hospital division

because of the lower severity of the Omicron COVID

variant.

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MANAGER’S REPORT CONTINUED
Fisher & Paykel Healthcare has an exceptionally

long runway for growth. There are 50 million acute

respiratory illness patients hospitalised annually that

could be treated with their Optiflow product but outside

of a COVID setting they are treating less than 5 million.

The incredible job that Optiflow did of treating COVID

(an acute respiratory illness) will stand them in good

stead to treat more of those 50 million patients sooner.

However, in most cases financial analysts have reduced

their medium-term expectations to pre-COVID levels. To

just focus on the short-term slowdown in demand risks

missing out on the long growth runway ahead.

Freightways

Freightways is one of the two largest players in

the New Zealand courier market, which has seen

outsized volume growth since COVID accelerated the

acceptance of e-commerce. Its residential delivery

volumes are up around 25% versus pre COVID levels.

New Zealand has had persistently low courier pricing

by global standards. Across Auckland, deliveries

can be as little as $2-3! A couple of years ago, the

company embarked on a “Pricing for Effort” drive

which has netted an extra $1.40 per parcel.

On top of this, its recently acquired Big Chill

temperature-controlled transport business is growing

nicely.

Infratil

One of the main reasons we own Infratil is its deft

ability to allocate capital among various opportunities.

After exiting its highly successful Tilt Renewables

investment, Infratil has been busy re-investing the

proceeds.

Infratil announced the acquisition of Pacific Radiology

Group, and two smaller competitors, building the

largest diagnostic imaging group in New Zealand.

Diagnostic imaging is an attractive investment

opportunity with growth driven by an ageing

population and increasing prevalence of chronic

disease.

Infratil established new businesses in renewable

energy (Gurin Energy in Asia) and data infrastructure

(Kao Data in the UK). Gurin Energy complements

Infratil’s renewable energy assets in Europe and the

US. Kao Data operates datacentres focused on high

performance computing. Clients include Nvidia, which

has the UK’s most powerful supercomputer based on

Kao Data’s campus.

CDC, Infratil’s largest asset, saw its independent

valuation increase by 15% in just six months. This was

supported by CDC’s entry into Melbourne with plans to

provide 150 megawatts at full capacity, taking CDC’s

total planned capacity to 700 megawatts, providing a

long runway for future earnings growth.

Marko Bogoievski stepped down as CEO of Morrison

& Co, Infratil’s manager, having stepped down

as Infratil CEO in March 2021. Mr Bogoievski is

succeeded by Jason Boyes as Infratil CEO and Paul

Newfield as Morrison & Co CEO. Both are excellent

operators and have been with Morrison & Co for over

a decade.

Mainfreight

Our largest position, Mainfreight, was a standout

performer in the Kingfish portfolio. It made strong

progress against its longer-term objectives in every

region across all its key services. Its Air & Ocean

freight division solved headaches for its customers in

the most disrupted environment global supply chains

have ever seen. As an example of the severity of the

disruption, container shipping freight rates rose to

over 10 times pre-COVID levels and saw hundreds of

container ships stranded outside key global ports.

This favourable environment will not last forever, and

so it is comforting to see broker expectations for this

division’s earnings are moderating. The share price

appears to factor this strong performance unwinding,

so if the team can maintain or improve performance

from here, it will be positive. However, given the large

size of the investment, we have been a seller of shares

over the last year.

Mainfreight’s lacklustre share price performance

in calendar 2022 comes despite a recent positive

trading update. The company provided a trading

update for the first 43 weeks of its fiscal year with

profit growth ahead of expectations. The company

is seeing a continuation of tailwinds in its Air &

Ocean international freight forwarding division.

It also continues to execute well in Transport and

Warehousing, taking further market share. The

company is continuing to “fatten” its network on key

routes, which is driving higher line haul utilisation.

It is opening new warehouses in cities where it has

enough demand, which helps secure new customers.

It is also expanding geographically with new Air &

Ocean freight forwarding branches quickly becoming

profitable and growing the company’s freight flows.

The company has been taking market share at the

fastest pace in its history.

Pushpay

Pushpay bedded down its church management

software acquisition Church Community Builder and

announced another material acquisition, streaming

solutions provider Resi Media. These should see

Pushpay able to consolidate its position as the top

technology provider for the faith-based market.

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The company has made significant progress in
revamping its products to appeal to the large Catholic

sector. It has been approved by over 30% of dioceses

and has 173 parish customers (out of around 17,000)

so is well placed to grow here as it has in the Protestant

market.

Most recently, the company announced it has received

approaches from third parties interested in taking over

the company. Like many other technology companies,

Pushpay shares have fallen sharply in 2022. The third-

party interest shows that some investors are willing to

look through current market concerns.

Port of Tauranga

The significant global supply chain disruption resulted

in a 4% decline in container volumes in 2021.

Against this backdrop, New Zealand’s largest and

most efficient container port again increased market

share. This continues the trend of the past decade,

with container market share up 5% to 32%. Its market

position is the result of a customer-first approach, and

a long-term view on infrastructure delivery. Improved

supply chain links to Auckland and a deep harbour

allow Port of Tauranga to serve cargo owners beyond

its immediate region.

In Auckland, customers are facing full warehouses

and severe delays, with cranes operating at one-third

capacity and 20% of the terminal dedicated to a

failing automation project. In a time of crisis, Port of

Tauranga is picking up the slack, and customers will

remember how they have been treated.

Summerset and Ryman

National house prices are 5% below their November

peak. Yet, we think that Summerset and Ryman will

continue to grow earnings for many years to come. This

will be driven by demand from an ageing population

and the "safe haven" status attained through the

pandemic. The buffer between the price of retirement

village units and local house prices will help offset the

impact from a weak housing market.

The proportion of New Zealanders over 75 is forecast

to increase by 40% over the next decade, four-times

the rate of overall population growth. This increases the

need for retirement villages. Greater age brings greater

health requirements, ranging from frequent health

check-ups through to intensive dementia-level support.

Ryman and Summerset’s continuum of care retirement

village model is best placed to provide this.

Retirement villages attained "safe haven" status through

the pandemic, as the operators are well-versed in

disease control and prevention. This led to a surge in

demand. Summerset sales increased 25% in 2021. And

the March 2022 quarter was their second-best ever,

despite the Omicron peak in New Zealand.

Retirement village units are typically priced at a

discount to local house prices: in Auckland, 2-bedroom

units are 30% lower than local house prices. The buffer

between the price of retirement village units and local

house prices will help offset the impact from a weak

housing market. We saw this in the global financial

crisis: national house prices declined 7% yet Ryman

increased unit prices 4% on average.

The a2 Milk Company

After a poor year in fiscal 2021 and a lot of lessons

learned, the company has gone through significant

change in 2022. Not least, it has a new CEO, CFO,

and a revamped senior management team with a

refocused strategy.

The new guard accurately diagnosed and addressed

head on the inventory mis-management issues that

plagued the company in 2021. This included removing

old product and sharply reducing sales to distributors

to clear excess inventory levels across the whole supply

chain.

Despite this, the underlying brand health has

strengthened. A key brand health metric we track is

brand awareness – this improved from 43% in April

2020 at the onset of COVID to 54% in January 2022.

The company continues to have strong loyalty after

customers learn of and trial its products. Brand is

an important component of a2’s moat and hence is

important as a2 continues to grow market share in

infant formula in China from low levels both in store

and online.

Vista

Movie theatre software provider Vista raised capital

early and aggressively as COVID unfolded. This

allowed it to maintain its focus on the customer to

address new needs during the pandemic such as

social distancing and fully engaging electronically. It

maintained its focus on developing Vista Cloud, its new

cloud-based platform. Despite the obvious challenges,

the project is basically on time and in budget.

Vista Cloud means its products will be hosted in

the cloud and sold on a subscription basis. Product

updates can be pushed out more easily with less IT

support needed for customers and customers don’t

need to upgrade their computer hardware. This will

allow customers to reduce their overall spend on

technology. It will also allow Vista to grow its share

of the pie – early signs are that it could increase its

recurring revenue to as much as 2.5-times existing

levels.

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MANAGER’S REPORT CONTINUED

Sam Dickie / Senior Portfolio Manager

Fisher Funds Management Limited

24 June 2022

Figure 7: Portfolio Company Total Shareholder Returns (year to 31 March 2022)

CONCLUSION

The 2022 to date performance of global equities is the

worst start to a calendar year in more than 50 years.

The laundry list of investor concerns is long.

It is impossible to predict whether we have seen the

worst of the correction yet. But what I can say with

more certainty is the outlook for future returns is now

more attractive than it has been in a while. Kingfish

won’t generate outperformance by following the crowd.

I am again reminded of Warren Buffett who famously

said, “Be greedy when others are fearful.”

Do these unpredictable macroeconomic gyrations

mean people will require less high flow oxygen from

Fisher & Paykel in the future? Does it mean 80-year-old

people will require fewer retirement village units in the

future? Does it mean Mainfreight’s culture will change,

and retreat from its goal of having distinctive blue

trucks delivering freight in more cities worldwide? We

don’t think so.

EBOS Group

Mainfreight

Contact

Infratil

Freightways

Auckland International Airport

Summerset

Meridian Energy

Delegat

Vista

Port Of Tauranga

Fisher & Paykel Healthcare

a2 Milk

Ryman Healthcare

Pushpay

-50 -40 -30 -20 -100 10 20 30 40 50

Total Share Return %

We remain focused on companies that have wide

economic moats, long runways for growth, and are

run by passionate and talented management teams.

Our investment process is geared to finding these

companies, which we expect will deliver superior

returns over time.

The information in this Manager’s Report (including all text, data and charts) has been prepared as at mid-May 2022. The

information has been prepared as a general summary of the matters covered only, and it is by necessity brief. The information

and opinions are based upon sources which are believed to be reliable, but Kingfish Limited and its officers and directors make

no representation as to its accuracy or completeness. The report is not intended to constitute professional or investment advice

and should not be relied upon in making any investment decisions. Professional financial advice from a financial adviser should

be taken before making an investment. To the extent that the report contains data relating to the historical performance of Kingfish

Limited or its portfolio companies, please note that fund performance can and will vary and that future results may have no

correlation with results historically achieved.

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PORTFOLIO HOLDINGS SUMMARY
AS AT 31 MARCH 2022

Listed Companies% Holding

Auckland International Airport8.6%

Contact Energy3.0%

Delegat Group3.2%

EBOS Group2.0%

Fisher & Paykel Healthcare14 .1%

Freightways3.7%

Infratil1 7. 6 %

Mainfreight20.0%

Meridian Energy1.0%

Port of Tauranga2.0%

Pushpay Holdings1.0%

Ryman Healthcare3.7%

Summerset Group10.1%

The a2 Milk Company 4.3%

Vista Group3.8%

Equity Total98.1%

New Zealand dollar cash1.9%

TOTAL100.0%

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STRENGTH OF
THE BUSINESS

What is the company’s

competitive advantage? Is it

sustainable? Is the company a

market leader? Does it have

a dominant position? A strong

business is one that can maintain

its profit margins by employing a

unique strategy.

TRACK

RECORD

How has the company performed

in the past? Has the company

performed under the same

management team? Has it grown

organically or by acquisition? How

did the company react during a

downturn? Fisher Funds prefers to

buy established companies that

have executed well in the past.

EARNINGS

HISTORY

How fast has the company been

able to grow its earnings in the

past? How consistent has earnings

growth been? Fisher Funds prefers

to buy companies that exhibit

secular growth characteristics

where they have proven the ability

to provide a high or improving

return on invested capital.

THE STEEPP PROCESS

Fisher Funds employs a process that it calls STEEPP to analyse existing and potential portfolio

companies. This analysis gives each company a score against a number of criteria that Fisher Funds

believes need to be present in a successful portfolio company. All companies are then ranked

according to their STEEPP score to broadly determine their portfolio weighting (or indeed whether

they make the grade to be a portfolio company in the first place).

The STEEPP criteria are as follows:

S

T

E

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EARNINGS GROWTH
FORECAST

What is the company’s earnings

growth forecast over the next

three to five years? What is the

probability of achieving the

forecast? What do we expect the

company’s earnings potential to

be? Fisher Funds notices that too

many analysts focus on short-term

earnings. As long-term growth

investors, Fisher Funds thinks about

where the company’s earnings

could be in three to five years.

PEOPLE/

MANAGEMENT

Who are the management team

and how long have they been in

their roles? Who are the directors,

what is their history with the

company, and what do they bring

to the board? What is the depth of

management in the organisation

and is there a succession plan for

the key executive roles? Do the

management team own shares

in the business and how are

they rewarded? Has the board

and management exhibited

good corporate behaviour in the

areas of environmental, social

and governance considerations?

For Fisher Funds, the quality of

the company management and

its corporate governance is of

paramount importance.

PRICE/

VALUATIO N

How much of the future earnings

growth is already reflected in

the share price? Where does the

current share price sit in relation

to our worst to best case valuation

range? A company will generate

a higher score where the market

price currently reflects little of that

company’s upside potential.

E

P

P

Applying this STEEPP analysis, Fisher Funds constructed a portfolio for

Kingfish which comprised 15 securities at the end of March 2022.

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Total shareholder return sourced from Bloomberg and excludes imputation credits.
THE KINGFISH PORTFOLIO STOCKS

The following is a brief

introduction to each of your

portfolio companies, with a

description of why Fisher Funds

believes they deserve a position

in the Kingfish portfolio. Total

shareholder return is for the year

to 31 March 2022 and is based

on the closing price for each

company plus any dividends

received. For companies that are

new to the portfolio in the year,

total shareholder return is from

the first purchase date to

31 March 2022.

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WHAT DOES IT DO?
Auckland International Airport

(AIA) owns and operates New

Zealand’s major gateway as

well as 1500 hectares of land

surrounding the airport. AIA

operates under a ‘dual till’

regulatory regime, meaning

that the company’s aeronautical

operations are subject to light-

handed regulation, whereas the

other non-aeronautical operations

are unregulated. Over 50% of

AIA’s revenue is derived from

non-aeronautical operations,

such as retail, parking, hotel

accommodation and property

rental.

WHY DO WE OWN IT?

AIA is well-positioned to benefit

from New Zealand’s positive

long-term tourism outlook. With

aspirations for 40 million total

passengers per annum by 2044,

combined with a strengthening

consumer business and

leveraging its land bank, AIA’s

non-aeronautical operations are

expected to continue to deliver

attractive returns on invested

capital into the future.

WHAT DOES IT DO?

Contact Energy is New Zealand’s

second largest electricity generator,

producing approximately 20-25%

of the country’s electricity in an

average year. The vast majority

of its electricity is from renewable

hydro and geothermal resources.

WHY DO WE OWN IT?

Contact Energy has a balanced

portfolio of quality renewable

generation assets across both

islands and this is matched by

demand from a strong electricity

retailing business plus commercial

and industrial customers. Its

established business provides

solid cash flows which underpin

an attractive level of dividends.

Contact’s Tauhara geothermal field

is the most attractive generation

development project in New

Zealand. Once this is developed,

Contact will be able to retire its

TCC gas plant and will move

to 100% renewable base load

electricity generation.

+2

%

+ 24

%

Total Shareholder ReturnTotal Shareholder Return

-5

%

Total Shareholder Return

WHAT DOES IT DO?

Delegat Group produces and

distributes super-premium wine

internationally under the Oyster

Bay and Barossa Valley Estate

brands. Oyster Bay is the number

one selling New Zealand wine

brand in the UK, Australia and

Canada, and is growing quickly in

the US.

WHY DO WE OWN IT?

Delegat has invested for continued

growth by expanding its winery

capacity and increasing vineyard

plantings to meet its goal of

achieving high single-digit growth

in case sales annually in the short

to medium term. The majority of the

growth is likely to be driven by the

still relatively immature US market.

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KINGFISH PORTFOLIO STOCKS CONTINUED
WHAT DOES IT DO?

Fisher & Paykel Healthcare is a

leading designer, manufacturer

and distributor of innovative

medical devices for patients who

require acute respiratory and

obstructive sleep apnoea care.

Over 95% of its products are

sold outside New Zealand from

dedicated manufacturing facilities

in Auckland and Mexico.

WHY DO WE OWN IT?

We are attracted to the demand

for Fisher & Paykel Healthcare’s

innovative care products as the

worldwide population ages and

the incidence of chronic respiratory

diseases and obesity rises. Through

its own research and development,

Fisher & Paykel Healthcare has

continued to develop products that

significantly expand its potential

patient base, while maintaining

high returns on invested capital.

- 23

%

Total Shareholder Return

WHAT DOES IT DO?

Freightways operates a range

of nationwide express delivery

operations with brands including

NZ Couriers, Post Haste and

Big Chill. The company has

also developed an information

management business on both

sides of the Tasman encompassing

document storage, data services

and secure destruction services.

WHY DO WE OWN IT?

Freightways is one of two dominant

players in the New Zealand

courier market and its information

management business has a trans-

Tasman footprint. The company

has a track record of stable

organic growth and value-accretive

acquisitions that leverage off its

existing infrastructure.

+16

%

Total Shareholder Return

+22

%

Total Shareholder Return

WHAT DOES IT DO?

EBOS Group is Australasia’s

largest diversified pharmaceutical

and medical care products group,

focusing primarily on wholesale

logistics and distribution of

pharmaceuticals, medical devices,

and other products. The company

typically has a leading market

position in each market segment it

operates in. EBOS also operates

in the animal care sector as a

veterinary wholesaler, distributor

and retailer of animal healthcare

products, pet accessories and

premium foods across Australasia.

WHY DO WE OWN IT?

EBOS’ scale and market position

means that it is a low cost

operator, which it complements

with a leading service proposition

which has allowed it to take

market share over time. The

sector has a tailwind from the

ageing population demographic

and the increasing prevalence of

chronic diseases. It has a strong

track record of supplementing

the growth in its core operations

with moves into higher growth

adjacencies and successful

acquisitions.

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WHAT DOES IT DO?
Infratil invests in a diverse range

of infrastructure businesses, with

a portfolio focused on data,

communications and renewable

energy, with smaller exposures

to healthcare and airports. It

is externally managed by an

experienced management team.

WHY DO WE OWN IT?

We are attracted to Infratil’s

portfolio of infrastructure assets that

are not easily replicable and its

strong track record since listing.

+21

%

Total Shareholder Return

WHAT DOES IT DO?

Mainfreight is a global supply

chain logistics company. Its services

primarily span domestic transport,

managed warehousing, and

international air and sea freight.

Its operations span New Zealand,

Australia, the Americas, Europe,

and Asia.

WHY DO WE OWN IT?

Mainfreight is a very well-run

company with a special company

culture that has delivered strong

performance over time. It continues

to open new trade lanes as it

spreads its logistics footprint

ever wider. Growth should come

organically as it takes market share

and works further towards its 100-

year vision of becoming a leading

global logistics provider.

+25

%

Total Shareholder Return

WHAT DOES IT DO?

Meridian Energy is New

Zealand’s largest electricity

generator, producing

approximately 30% of the

country’s electricity in an

average year, sourced 100%

from renewable hydro and

wind resources. The company

also has a retail business in

New Zealand, operating under

the Meridian and Powershop

brands.

WHY DO WE OWN IT?

Meridian is a well-run company,

with a portfolio of long-dated,

quality renewable generation

assets which provide Meridian

with the advantage of being

amongst the lowest cost marginal

electricity producers.

-1

%

Total Shareholder Return

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KINGFISH PORTFOLIO STOCKS CONTINUED
- 43

%

Total Shareholder Return

-37

%

Total Shareholder Return

- 15

%

Total Shareholder Return

WHAT DOES IT DO?

Pushpay is a leading mobile

payment and engagement provider

to the US faith sector, with a

growing customer base focused

on medium and large churches

in the US. It also has a church

management software business,

ChurchStaq. Together, these enable

churches to manage and interact

seamlessly with their congregation

in an effective and modern way.

WHY DO WE OWN IT?

Pushpay provides the best in

class product and service. Its

combination of ongoing product

development and leading customer

service gives us comfort that

Pushpay will retain this edge over

weaker competitors. Pushpay’s

addressable market is very large

(cUS$90bn) and digital giving

remains under-penetrated but

growing.


WHAT DOES IT DO?

Port of Tauranga is the natural

gateway to and from international

markets for many of New

Zealand’s major businesses. It

is in close proximity to many

important exporters in the forestry,

dairy, meat and fruit industries.

Its investment in port facilities in

Timaru and an inland port near

Christchurch opens up the South

Island for exports to be hubbed out

of Tauranga.

WHY DO WE OWN IT?

Port of Tauranga continues to

grow in importance as a leading

shipping port in New Zealand

for both exports and imports. It

has many natural advantages,

including excellent access for road

and rail, large land holdings and

a deep harbour for bigger ships

to call. Port of Tauranga continues

to increase container market

share, supported by its investments

in Metroport near Auckland,

Primeport Timaru and long-term

strategic agreement with Kotahi,

a joint-venture between leading

exporters.

WHAT DOES IT DO?

Ryman Healthcare was formed in

1984 to develop, construct and

operate retirement villages in New

Zealand. It now has a portfolio of

retirement villages around New

Zealand and is replicating its

model in Victoria, Australia. Ryman

Healthcare is the largest owner and

developer of retirement villages in

New Zealand.

WHY DO WE OWN IT?

Ryman Healthcare has stuck to its

winning formula since inception.

Industry dynamics are attractive,

and Ryman Healthcare expects to

lift its build rate of units and beds

to meet latent demand from an

ageing population. Victoria has

a similar ageing demographic to

New Zealand and represents an

attractive area for future growth;

Ryman’s continuum of care offering

is popular but offered by few

competitors currently.

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-1
%

Total Shareholder Return

-34

%

Total Shareholder Return

-12

%

Total Shareholder Return

WHAT DOES IT DO?

Summerset is an integrated

retirement village builder, owner

and operator. The company has

retirement villages spread around

New Zealand and is a leading

developer of retirement villages in

New Zealand with a significant

land bank. It has recently acquired

sites in Australia and is also

looking to grow there.

WHY DO WE OWN IT?

Summerset successfully operates a

continuum of care model with aged

care integrated into its villages.

It has developed a strong and

consistent track record of growth

in its build rate and earnings.

With brand awareness converging

on Ryman, proven development

capability and a robust balance

sheet, Summerset is well placed to

meet the growing needs of ageing

populations in New Zealand and

Australia.

WHAT DOES IT DO?

Vista Group is an innovative IT

company primarily providing

sophisticated software to cinema

exhibitors. It has over 40%

worldwide market share with

clients in over 100 countries. Its

integrated software systems allow

cinema exhibitors to run wide-

ranging functions such as ticketing,

food and beverage sales, staff

and film scheduling, loyalty

schemes, digital signage, as well

as external customer interfaces like

websites, mobile apps and call

centres. Vista Group also has a

range of smaller group businesses

that leverage its depth of data

and cinema industry intellectual

property.

WHY DO WE OWN IT?

We are attracted to Vista Group’s

profitable core business which

provides sophisticated software

to cinema operators of all sizes.

We believe that this business

still has many years of growth

ahead of it, plus will benefit from

migrating customers to its cloud-

based offering. Additionally, the

company’s data analytics business

(Movio) and other early-stage

businesses have exciting long-term

growth prospects.

WHAT DOES IT DO?

The a2 Milk Company sells ‘a2’-

branded fresh milk and infant milk

formula internationally. As the name

suggests, its products contain only

A2 beta-casein protein, on the basis

that it is more comfortably digested

than normal milk (which contains a

mix of both A1 and A2 proteins).

In recent years, the company has

grown sales and market share

rapidly in Australia and China

and is currently also focused on its

growing business in the US.

WHY DO WE OWN IT?

The a2 Milk Company has a small

but growing share of the very

lucrative Chinese infant formula

market. We expect its market

share to continue growing across

a range of distribution channels.

In addition, there is potential for

further upside from new products

and geographies.

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Andy Coupe LLB, CMInstD
Chair of the Board

Chair of Remuneration and Nominations Committee

Independent Director

Andy Coupe has extensive governance, commercial and

capital markets experience having worked in a number

of sectors within the financial markets over the last 35

years. In addition to also being Chair of Barramundi

and Marlin Global, he is also Chair of Television

New Zealand, a member of the Strong Public Media

Establishment Board and a director of Briscoe Group.

Andy’s principal place of residence is Hamilton.

Andy was first appointed to the Kingfish board on 1

M arc h 2013.

Fiona Oliver LLB, BA, CFInstD

Independent Director

Fiona Oliver is a professional director and her

governance roles span a range of business sectors

including renewable energy, natural gas, technology,

and professional and financial services. She is a

director of Barramundi and Marlin Global. Fiona is

also a director (and audit committee chair) of Gentrack

Group Limited, the First Gas Group, BNZ Life Insurance

Limited and BNZ Insurance Services Limited. She is

also a director of Freightways Limited and Wynyard

Group Limited (in liquidation). Fiona’s Executive career

was in the financial services sector in New Zealand

and overseas. In New Zealand, her roles included

Chief Operating Officer of Westpac’s investment arm,

BT Funds Management, and General Manager of

AMP NZ’s Wealth Management division. In Sydney

and London, Fiona managed the Risk and Operations

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

Fiona was a senior corporate and commercial solicitor in

New Zealand and overseas, specialising in mergers and

acquisitions. Fiona is a Chartered Fellow of the Institute

of Directors and a member of Global Women. Fiona

was awarded the Beacon Award by the New Zealand

Shareholders Association in 2022 for her role as Chair

of the independent directors of Tilt Renewables Limited

during the attempted takeover of this company in 2018.

Fiona’s principal place of residence is Auckland.

Fiona Oliver was first appointed to the Kingfish board on

1 June 2022.

Carol Campbell BCom, FCA, CMInstD

Chair of Audit and Risk Committee

Independent Director

Carol Campbell is an experienced company director

who has a sound understanding of efficient board

governance and extensive financial experience.

Carol is a director and Chair of the Audit and Risk

committees of Barramundi and Marlin Global, and

Chair of the Audit and Risk committee of Kingfish.

Carol also holds a number of directorships across

a broad spectrum of companies including T&G

Global, New Zealand Post, Chubb Insurance New

Zealand and NZME, where she is also the Chair of

the Audit and Risk committees and she is a director of

Kiwibank. Carol is a fellow of Chartered Accountants

Australia and New Zealand. Carol had her own

chartered accountancy practice for 11 years after a

successful career as a partner at Ernst & Young for

over 25 years. Carol’s principal place of residence is

Auckland.

Carol was first appointed to the Kingfish board on

5 June 2012.

David McClatchy BCom

Chair of Investment Committee

Independent Director

David McClatchy is an experienced company director

who has had extensive investment management

experience across New Zealand and international

markets over the last 35 years. David is a director

of Barramundi, Marlin Global and Guardians of NZ

Superannuation. Before returning to New Zealand in

2019, David was Group Chief Investment Officer for

Insurance Australia Group and Director and Head of

IAG Asset Management. Prior to this, David had a

16-year career with ING as Chief Executive and Chair

of ING Investment Management in Australia and Chief

Investment Officer and Director of ING New Zealand.

David’s principal place of residence is Tauranga.

David McClatchy was first appointed to the Kingfish

board on 1 July 2021.

Pictured left to right: David McClatchy, Carol Campbell, Fiona Oliver and Andy Coupe.

BOARD OF DIRECTORS

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FOR THE YEAR ENDED 31 MARCH 2022 AND CURRENT AS AT THE DATE OF THIS ANNUAL REPORT
CORPORATE GOVERNANCE

STATEMENT

Kingfish’s board recognises the importance of good

corporate governance and is committed to ensuring that

the Company meets best practice governance principles

to the extent that they are appropriate for the nature

of Kingfish’s operations. Strong corporate governance

practices encourage the creation of value for Kingfish

shareholders, while ensuring the highest standards of

ethical conduct and providing accountability and control

systems commensurate with the risks involved.

The board is responsible for establishing and

implementing the Company’s corporate governance

frameworks and is committed to fulfilling this role in

accordance with best practice having appropriate

regard to applicable laws, the NZX Corporate

Governance Code (“NZX Code”) and the Financial

Markets Authority's Corporate Governance in New

Zealand - Principles and Guidelines. The board oversees

the management of Kingfish, with the day-to-day

portfolio and administrative management responsibilities

of Kingfish being delegated to Fisher Funds

Management Limited (“Fisher Funds” or “the Manager”).

Over the financial year ended 31 March 2022,

Kingfish was in compliance with the NZX Code,

with the exception of recommendations 4.3

1

and

5.3

2

. The Company is not in compliance with those

recommendations due to the specific nature of the

Company's business model and more particularly for the

reasons explained below in the commentary regarding

the relevant NZX Code principles. The alternative

governance practices adopted by Kingfish in respect of

those matters have the approval of the board.

The Company's corporate governance policies and

procedures and board and committee charters, are

regularly reviewed by the board against the corporate

governance standards set by NZX and to reflect any

changes required by law, guidance from other relevant

regulators and developments in corporate governance

practices.

Kingfish's constitution and each of the Company's

charters, codes and policies referred to in this section

are available on the Kingfish website (www.kingfish.

co.nz) under the “About Kingfish” and “Policies” sections.

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.

CODE OF ETHICS & STANDARDS OF

PROFESSIONAL CONDUCT

Kingfish’s Code of Ethics & Standards of Professional

Conduct details the ethical and professional behavioural

standards required of the directors of the Company and

those employees of the Manager who work on Kingfish

matters.

The Code of Ethics & Standards of Professional Conduct

covers a wide range of areas including: standards of

behaviour, conflicts of interest, proper use of Company

information and assets, compliance with laws and

policies, reporting concerns and receiving gifts.

Any person who becomes aware of a breach or

suspected breach of the Code of Ethics & Standards of

Professional Conduct is required to report it immediately

in accordance with the procedure set out in the Code of

Ethics & Standards of Professional Conduct.

Training on the requirements of the Code of Ethics &

Standards of Professional Conduct is included as part

of the induction process for new directors and relevant

employees of the Manager.

The Code of Ethics & Standards of Professional Conduct

is also available on Kingfish's website for directors of

the Company and employees of the Manager to access

at any time.

SECURITIES TRADING POLICY

Kingfish’s Securities Trading Policy details the

restrictions on persons nominated by Kingfish (including

its directors and employees of the Manager who work

on Kingfish matters) (“Nominated Persons”) relating to

their trading in Kingfish shares and other securities.

Nominated Persons, with the permission of the board

of Kingfish, may trade in Kingfish shares only during

the trading window commencing immediately after

Kingfish’s weekly disclosure of its net asset value on

NZX Limited's (“NZX”) market announcement platform

and ending at the close of trading two days following

the net asset value disclosure.

Nominated Persons may not trade in Kingfish shares

when they have price sensitive information that is not

publicly available.

The Securities Trading Policy is available on Kingfish's

website.

1

Kingfish does not have a formal environmental, social and governance (ESG) framework. However, the Manager has a formal

ESG framework which governs its stock selection, which the board is fully supportive of and committed to.

2

There is no CEO remuneration disclosure as Kingfish delegates its management personnel requirements to Fisher Funds pursuant

to an Administration Services Agreement and does not have its own CEO.

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ANNUAL REPORT

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CONFLICTS OF INTEREST POLICY
The Company's Conflicts of Interest Policy outlines the

board’s policy on conflicts of interest. The policy details

the processes to be adopted for identifying conflicts of

interest and managing any such conflicts.

Principle 2 – Board composition and performance

To ensure an effective board, there should be

a balance of independence, skills, knowledge,

experience and perspectives.

BOARD CHARTER

Kingfish’s board operates under a written charter which

defines the respective functions and responsibilities of the

board, focusing on the values, principles and practices

that provide the Company's corporate governance

framework.

The board has overall responsibility for all decision

making within Kingfish. The board is responsible for the

direction and control of Kingfish and is accountable to

shareholders and others for Kingfish’s performance and

its compliance with the applicable laws and standards.

The board has delegated the day-to-day portfolio and

administrative management responsibilities relating

to Kingfish to the Manager. The responsibilities of

the Manager are clear as they are described in the

Management Agreement and Administration Services

Agreement with Kingfish.

The board uses committees to address certain matters

that require detailed consideration. The board retains

ultimate responsibility for the function of its committees

and determines their responsibilities. The board is

assisted in meeting its responsibilities by receiving

regular reports and plans from the Manager and

through its annual work programme.

Directors have access to key employees of the Manager

who are connected to the activities of Kingfish and can

request any information they consider necessary for

informed decision making.

The Board Charter is available on Kingfish's website.

NOMINATION AND APPOINTMENT OF

DIRECTORS

In accordance with Kingfish’s constitution and NZX

Listing Rules, a director must not hold office without

re-election past the third annual meeting following his

or her appointment or three years (whichever is the

longer). A director appointed by the board must not hold

office (without re-election) past the next annual meeting

following his or her appointment.

Procedures for the nomination, appointment and removal

of directors are contained in Kingfish’s constitution and

the Board Charter. The Remuneration and Nominations

Committee of the board is responsible for identifying

and nominating candidates to fill director vacancies for

board approval.

CORPORATE GOVERNANCE STATEMENT CONTINUED

WRITTEN AGREEMENT

Kingfish provides a letter of appointment to each

newly appointed director setting out the terms of their

appointment which they are required to sign. The letter

includes information regarding the board’s responsibilities,

expectations of directors and independence, expected

time commitments, indemnity and insurance provisions,

obligations to declare relevant conflicting interests and

confidentiality. New directors are required to formally

consent to act as a director.

DIRECTOR INFORMATION AND INDEPENDENCE

The board comprises four directors with diverse

backgrounds, skills, knowledge, experience and

perspectives. Information about each director, including

a profile of their experience, length of service and

attendance at board meetings is available on pages

26 and 29 of this Annual Report and also on Kingfish's

website.

The board takes into account guidance provided

under the NZX Listing Rules and the factors specified

in the NZX Code in determining the independence

of directors. Director independence is considered

annually. Directors have undertaken to inform the

board as soon as practicable if they think their status as

an independent director has or may have changed.

As at 31 March 2022, the board considers that each

of Alistair Ryan (Chair), Carol Campbell, Andy Coupe

and David McClatchy are independent directors and

therefore the board has determined that all of the

directors on the board are independent directors.

Information in respect of each director's ownership

interests in Kingfish shares and warrants is available on

page 59.

DIVERSITY

Kingfish has a formal Diversity Policy applicable

to the Company's directors. The board views

diversity as including, but not being limited to,

skills, qualifications, experience, gender, race,

age, ethnicity and cultural background. The board

recognises that having a diverse board will enhance

effectiveness in key areas and that membership of the

board is best served by having a mix of individuals

with deep expertise and a breadth of experience. This

objective is recognised in the Diversity Policy.

All appointments to the board are based on merit,

and include consideration of the board’s diversity

needs, including gender diversity. The principal

measurable diversity objective adopted by the

board is to embed gender diversity as an active

consideration in all succession planning for board

positions. The board assesses annually both the

objective set out in the Diversity Policy and the

Company's progress in achieving that objective.

During the financial year to 31 March 2022, Carmel

Fisher retired from the board (6 August 2021)

after serving as a director since 2004 and David

McClatchy was appointed as an independent director

effective 1 July 2021.

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ANNUAL REPORT

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Alistair Ryan (Chair since 2012) announced his
retirement in January 2022, with effect from 1 June

2022. Andy Coupe, a director on the Kingfish board

since 2013, and current Chair of Kingfish's Investment

Committee, will succeed Alistair Ryan as Chair of the

Board. The board has appointed Fiona Oliver as an

independent director effective 1 June 2022.

The board’s gender composition as at the two most

recent annual balance dates was as follows:

NumberProportion

31 March 2022FemaleMaleFemaleMale

Directors1325%75%

NumberProportion

31 March 2021FemaleMaleFemaleMale

Directors2250%50%

The Diversity Policy is available on the Kingfish website.

DIRECTOR TRAINING

All directors are responsible for ensuring they remain

current in understanding how best to perform their

duties as directors. To ensure ongoing education,

directors are regularly informed of developments

that affect the Company’s industry and business

environment.

ASSESSMENT OF DIRECTOR PERFORMANCE

The Remuneration and Nominations Committee

conducts a formal review of director, committee and

board performance annually. The review includes

an assessment of whether appropriate training has

been undertaken by directors. Appropriate strategies

for improvement are recommended to the board as

and when required. The Chair of the Board also has

discussions with directors on individual performance as

considered appropriate.

INDEPENDENT CHAIR AND SEPARATION OF THE

CHAIR AND CHIEF EXECUTIVE

The current Chair of the Board is an independent

director and Andy Coupe, who will become Chair on

1 June 2022, is also an independent director. Kingfish

does not have a Chief Executive as it delegates its

management personnel requirements to the Manager

pursuant to an Administration Services Agreement.

The Chair of the Board is a different person to the

Chief Executive of the Manager.

Principle 3 – Board committees

The board should use committees where this will

enhance its effectiveness in key areas, while still

retaining board responsibility.

The board has three standing committees: the

Audit and Risk Committee, the Remuneration and

Nominations Committee and the Investment Committee.

Each committee operates under a charter approved by

the board. The charter of each committee is reviewed

annually.

DIRECTOR MEETING ATTENDANCE

A total of eight board meetings, two Audit and

Risk Committee meetings, two Remuneration and

Nominations Committee meeting and two Investment

Committee meetings were held in the financial year

ended 31 March 2022. Director attendance at board

meetings and committee meetings is shown below.

DirectorBoard

Audit and

Risk

Committee

Remuneration

and

Nominations

Committee

Investment

Committee

Carol

Campbell

8/82/22/22/2

Andy

Coupe

8/82/22/22/2

Carmel

Fisher

#

3/31/11/11/1

David

McClatchy

#

5/51/11/11/1

Alistair

Ryan

8/82/22/22/2

#

The meeting attendance for Carmel Fisher and David

McClatchy pertain to the meetings that were held while they

were directors.

AUDIT AND RISK COMMITTEE

The Audit and Risk Committee Charter sets out the

objectives of the Audit and Risk Committee, which

are to provide assistance to the board in fulfilling its

responsibilities in relation to the Company’s financial

reporting, internal controls structure, risk management

systems and the external audit function. The Audit

and Risk Committee Charter is available on Kingfish's

website.

The Audit and Risk Committee focuses on audit

and risk management and specifically addresses

responsibilities relative to financial reporting and

regulatory compliance.

The Audit and Risk Committee is accountable for

ensuring the performance and independence of

the Company's external auditor, including that the

external auditor or lead audit partner is changed at

least every five years.

The Audit and Risk Committee also reviews the

appropriateness of any non-audit services and

recommends to the board which services, other

than the statutory audit, may be provided by

PricewaterhouseCoopers as external auditor.

The external auditor has a clear line of direct

communication at any time with either the Chair of the

Audit and Risk Committee or the Chair of the Board,

both of whom are independent directors.

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ANNUAL REPORT

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During the financial year ended 31 March 2022, the
Audit and Risk Committee held private sessions with

the external auditor.

The Audit and Risk Committee currently comprises all

of the directors and is chaired by Carol Campbell.

The Audit and Risk Committee may invite the

Corporate Manager and/or other employees of

the Manager and such other persons, including the

external auditor, to attend meetings, as it considers

necessary to provide appropriate information and

explanations.

REMUNERATION AND NOMINATIONS

COMMITTEE

The Remuneration and Nominations Committee

Charter sets out the objectives of the Remuneration

and Nominations Committee, which are to set and

review the level of directors’ remuneration, ensure

a formal rigorous and transparent procedure for

the appointment of new directors to the board

and evaluate the balance of skills, knowledge and

experience on the board. The Remuneration and

Nominations Committee also assesses the performance

of directors, the board and board committees.

The Remuneration and Nominations Committee

comprises all of the directors and was chaired by

Alistair Ryan. Andy Coupe will take over as Chair of

the Remuneration and Nominations Committee with

effect from 1 June 2022.

The Remuneration and Nominations Committee may

invite the Corporate Manager and/or other employees

of the Manager and such other persons, including the

external auditor, to attend meetings as it considers

necessary to provide appropriate information and

explanations.

The Remuneration and Nominations Committee Charter

is available on Kingfish's website.

INVESTMENT COMMITTEE

The Investment Committee Charter sets out the objective

of the Investment Committee, which is to oversee the

investment management of Kingfish to ensure the

portfolio is managed in accordance with the investment

mandate and with the long-term performance

objectives of Kingfish. The Investment Committee

Charter is available on Kingfish's website.

The Investment Committee currently comprises all of

the directors and was chaired by Andy Coupe. David

McClatchy will take over as Chair of the Investment

Committee with effect from 1 June 2022.

TAKEOVER RESPONSE PROTOCOLS

The board has adopted a formal Takeover Response

Protocol as an internal framework that sets out the process

to be followed if there is a takeover offer for Kingfish.

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.

CONTINUOUS DISCLOSURE

Kingfish is committed to promoting investor confidence

by providing complete and equal access to information

in accordance with the NZX Listing Rules. Kingfish

has a Continuous Disclosure Policy designed to ensure

this occurs and a copy of the policy is available

on Kingfish's website. The Corporate Manager is

responsible for overseeing and co-ordinating required

disclosures to the market.

CHARTERS AND POLICIES

Kingfish’s key corporate governance documents,

including its Code of Ethics & Standards of Professional

Conduct, board and committee charters and other

policies, are available on Kingfish's website under the

“About Kingfish” and “Policies” sections.

FINANCIAL REPORTING

Kingfish believes its financial reporting is balanced,

clear and objective. Kingfish is committed to ensuring

integrity and timeliness in its financial and non-

financial reporting and ensuring the market and

shareholders are provided with an objective view on

the performance of the Company.

The Audit and Risk Committee oversees the quality

and integrity of external financial reporting, including

the accuracy, completeness and timeliness of financial

statements. The Audit and Risk Committee reviews

half-yearly and annual financial statements and

makes recommendations to the board concerning

accounting policies, areas of judgement, compliance

with accounting standards, stock exchange and legal

requirements and the results of the external audit.

As at 31 March 2022, Kingfish did not have a

formal environmental, social and governance (ESG)

framework. Kingfish considers that, given the nature

of its operations (as an investment company), it is not

appropriate to maintain an ESG framework due to

the lack of available metrics relevant to its business

against which it could report on such matters. Kingfish

will continue to assess the relevance of adopting an

ESG framework. However, the Manager has a formal

ESG framework which governs its stock selection,

which the Kingfish board is fully supportive of. Details

of the Manager’s ESG framework can be seen on the

Manager’s website, www/fisherfunds.co.nz/about-us/

responsible-investing

The Financial Sector (Climate-related Disclosures and

Other Matters) Amendment Act 2021 received royal

assent in October 2021. This legislation introduces a

new financial reporting requirement which requires

certain entities, to be known as Climate Reporting

Entities (CREs), to produce annual climate statements

that identify and report on the impact of climate

change on their organisations and disclose greenhouse

gas emissions. The new legislation is based on the

recommendations of the Taskforce on Climate-related

Financial Disclosures (TCFD), which brings the New

Zealand financial reporting regarding climate risk into

line with similar reporting requirements already being

adopted around the world. It will impact the reporting

of most NZX listed issuers such as Kingfish.

CORPORATE GOVERNANCE STATEMENT CONTINUEDCORPORATE GOVERNANCE STATEMENT CONTINUED

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ANNUAL REPORT

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The New Zealand External Reporting Board (XRB) is
developing the New Zealand accounting standard for

the new climate risk financial reporting, (the Aotearoa

New Zealand Climate Standard 1: Climate-related

Disclosures (NZ CS 1). It is currently expected that

this standard will be finalised by the end of 2022 and

will take effect, as with the new climate statements,

for financial periods which commence on or after 1

January 2023.

The Kingfish board will determine the appropriate

climate risk reporting for Kingfish, once the new

accounting standard has been finalised.

Principle 5 – Remuneration

The remuneration of directors and executives should

be transparent, fair and reasonable.

DIRECTORS’ REMUNERATION

The Company's Director Remuneration Policy sets

out the structure of the remuneration for directors,

the review process and reporting requirements. The

Director Remuneration Policy is available on Kingfish's

website.

Directors’ fees are determined by the board on the

recommendation of the Remuneration and Nominations

Committee within the aggregate amount approved

by shareholders. The current directors’ fee pool limit

of $157,500 (plus GST if any) was approved by

shareholder resolution passed at the 2018 Annual

Shareholders’ Meeting.

Each year, the Remuneration and Nominations

Committee reviews the level of directors’ fees. The

Remuneration and Nominations Committee considers

the skills, performance, experience and level of

responsibility of directors when undertaking the review,

and is authorised to obtain independent advice on

market conditions.

The following table sets out the remuneration received

by each director from Kingfish for the financial year

ended 31 March 2022. No director received fees or

payment for any other services to the Company. No

retirement payments have been made or agreed to be

made to any director during the financial year ended

31 March 2022.

Directors’ remuneration* for the 12 months ended

31 March 2022

Alistair Ryan (chair)$50,000

(1)

Carol Campbell$ 3 7, 5 0 0

(2)

Andy Coupe$ 3 7, 5 0 0

(3)

Carmel Fisher$11, 3 6 7

(4)

David McClatchy$24,375

(5)

*excludes GST

(1)

$4,974 of this amount was applied to the purchase of

2,477 shares under the Kingfish Share Purchase Plan.

(Alistair Ryan holds in excess of the 50,000 share threshold

set out in the Kingfish Share Purchase Plan but has elected

to continue in the plan.)

(2)

Included in this total amount is $5,000 that Carol Campbell

received as Chair of the Audit and Risk Committee. $3,731

of this amount was applied to the purchase of 1,858 shares

under the Kingfish Share Purchase Plan. (Carol Campbell

holds in excess of the 50,000 share threshold set out in the

Kingfish Share Purchase Plan but has elected to continue in

the plan).

(3)

Included in this total amount is $5,000 that Andy Coupe

received as Chair of the Investment Committee. $3,731 of

this amount was applied to the purchase of 1,858 shares

under the Kingfish Share Purchase Plan.

(4)

Carmel Fisher retired from the Kingfish board 6 August

20 21.

(5)

David McClatchy joined the Kingfish board 1 July 2021.

Details of remuneration paid to directors are also

disclosed in note 10 to the financial statements for the

financial year ended 31 March 2022. The directors’

fees disclosed in the financial statements include a

portion of non-recoverable GST expensed by Kingfish.

DIRECTORS’ SHAREHOLDING - SHARE PURCHASE

PLAN

A Share Purchase Plan was introduced by the board in

2012 which requires each director to allocate 10% of

their annual director’s fee to the purchase (on market)

of Kingfish shares. Once an individual director’s

shareholding reaches 50,000 shares, the director can

elect whether to continue in the plan. The intention of

the Share Purchase Plan is to further align the interests

of directors with those of Kingfish shareholders.

EXECUTIVE REMUNERATION

Kingfish delegates its management personnel

requirements to Fisher Funds pursuant to an

Administration Services Agreement. For this reason,

Kingfish does not have a Chief Executive Officer and

it does not consider it appropriate to make disclosures

about remuneration for the Manager’s personnel

or include those personnel in the application of the

Company's remuneration policies. Kingfish does

not set the remuneration policies applicable to the

Manager's personnel. The fees paid to Fisher Funds

for administration services are set out in note 10 to

Kingfish’s financial statements for the financial year

ended 31 March 2022.

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.

RISK MANAGEMENT FRAMEWORK

The board has overall responsibility for Kingfish’s system

of risk management and internal control. Kingfish has

in place policies and procedures to identify areas of

significant business risk and implements procedures to

manage those risks effectively.

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ANNUAL REPORT

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Key risk management tools used by Kingfish include
the Audit and Risk Committee function, outsourcing of

certain functions to service providers, internal controls,

financial and compliance reporting procedures and

processes and business continuity planning. Kingfish also

maintains insurance policies that it considers adequate

to meet its insurable risks.

The board is actively involved in tracking the

development of existing risks and the emergence of new

risks to Kingfish’s business. The Audit and Risk Committee

and board receive regular reports on the operation

of risk management policies and procedures from the

Manager. Significant risks are discussed at each board

meeting, and/or as required.

In addition to Kingfish’s policies and procedures in place

to manage business risks, the Manager has its own

comprehensive risk management policy. The board is

informed of any changes to the Manager's policy.

The spread of Covid-19 has impacted economies

around the globe. In many countries, businesses have

been forced to cease or limit operations for extended

or indefinite periods of time. Global stock markets have

experienced greater than normal volatility and there was

significant market weakness during the early stages of

the pandemic. There continues to be ongoing Covid-19

uncertainty, more recently in regards to the presence of

the Omicron variant and its impact on business activity

and economies in general.

During the 2022 financial year, global stock markets

experienced renewed market volatility due to ongoing

Covid uncertainty, inflationary concerns and political

uncertainty in Europe (primarily as a result of the

Ukraine/Russia conflict).

The preparation of Kingfish's financial statements for the

financial year ended 31 March 2022 has not required

the addition of any new judgements or estimates.

Kingfish provides shareholders and warrant holders

with regular communications, covering the performance

of the Company and the performance of the

underlying stocks invested into by the Company. The

communications include monthly updates, quarterly

newsletters and annual reports. Numerous NZX

announcements are also made, including weekly and

month end NAV per share, and interim and annual

financial statements.

HEALTH AND SAFETY

The Manager operates under a Health and Safety

Policy. Under this policy, Fisher Funds assumes

responsibility for the health and safety of its employees.

Principle 7 – Auditors

The board should ensure the quality and

independence of the external audit process.

Kingfish’s Audit and Risk Committee makes

recommendations to the board on the appointment

of the external auditor. The Audit and Risk Committee

monitors the independence and effectiveness of

the external auditor and approves and reviews any

non-audit services performed by the external auditor.

An External Auditor Independence Policy, which

documents the framework of Kingfish’s relationship with

its external auditor, was adopted by the board in May

2018. This policy includes procedures:

a. to sustain communication with Kingfish’s external

auditor;

b. to ensure that the ability of the external auditor to

carry out its 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 external auditor to Kingfish; and

d. to provide for the monitoring and approval by the

Audit and Risk Committee of any service provided

by the external auditor to Kingfish other than in their

statutory audit role.

The Audit and Risk Committee meets with the external

auditor, without management present, to approve their

terms of engagement, audit partner rotation (at least

every five years) and audit fee, and to review and

provide feedback in respect of the annual audit plan.

The Audit and Risk Committee holds private sessions

with the external auditor.

Kingfish’s current external auditor,

PricewaterhouseCoopers (“PwC”), was appointed

by shareholders at the 2007 annual meeting in

accordance with the provisions of the Companies Act

1993. PwC is automatically reappointed as auditor

under Part 11, Section 207T of the Companies Act at

the Annual Shareholders' Meeting, except in the limited

circumstances set out in the Act.

The Audit and Risk Committee has assessed PwC

to be independent and confirmed that the non-

audit services they have provided in relation to

confirming the amounts used in the Manager's

performance fee calculation have not compromised

PwC’s independence. Written confirmation of PwC’s

independence has been obtained by the board.

PwC, as external auditor of the 2022 financial

statements, will attend this year’s Annual Shareholders'

Meeting and will be available to answer questions

about the conduct of the audit, preparation and content

of the auditor’s report, accounting policies adopted

by Kingfish and their independence in relation to the

conduct of the audit.

Kingfish does not have an internal audit function,

however the Company regularly reviews all areas

of risk management and focuses on all operating

and compliance risk obligations as described above

in relation to Principle 6. Kingfish delegates day-

to-day portfolio and administrative management

responsibilities relating to Kingfish to the Manager and

the Corporate Manager is responsible for managing

operational and compliance risks across Kingfish’s

business and reporting on those matters to the board

as needed.

CORPORATE GOVERNANCE STATEMENT CONTINUED

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ANNUAL REPORT

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Principle 8 – Shareholder rights and relations
The board should respect the rights of shareholders

and foster constructive relationships with

shareholders that encourage them to engage with

the issuer.

INFORMATION FOR SHAREHOLDERS

The board recognises the importance of providing

shareholders with comprehensive, timely and equal

access to information about its activities. The board

aims to ensure that shareholders have available to

them all information necessary to assess Kingfish’s

performance.

Kingfish’s website, www.kingfish.co.nz, provides

information to shareholders and investors about the

Company. Kingfish’s ‘Investor Centre’ part of its website

contains a range of information, including periodic

and continuous disclosures to NZX, annual reports and

content related to the Annual Shareholders’ Meeting.

The website also contains information about Kingfish’s

directors, copies of key corporate governance

documents and general company information.

The board recognises that other stakeholders may

have an interest in Kingfish’s activities. While there are

no specific stakeholders’ interests that are currently

identifiable, Kingfish will continue to review policies in

consideration of future interests.

COMMUNICATING WITH SHAREHOLDERS

Kingfish communicates regularly with its shareholders

through its monthly and quarterly updates. The

Company receives questions from shareholders from

time to time, and has processes in place to ensure

shareholder communications are responded to within

a reasonable timeframe. The Company’s website

sets out Kingfish’s appropriate contact details for

communications from shareholders. Kingfish also

provides options for shareholders to receive and send

communications by post or electronically.

SHAREHOLDER VOTING RIGHTS

When required by the Companies Act 1993, Kingfish’s

Constitution and the NZX Listing Rules, Kingfish will

refer decisions to shareholders for approval. Kingfish’s

policy is to conduct voting at its shareholder meetings

by way of poll and on the basis of one share, one vote.

NOTICE OF ANNUAL MEETING

The 2022 Kingfish Notice of Annual Shareholders'

Meeting will be sent to shareholders at least 20 working

days prior to the meeting and will be published on

Kingfish's website.

Subject to any Covid-19 restrictions which prevent

the Company from holding a physical meeting, this

year’s Annual Shareholders' Meeting will be held at

10.30am on 5 August 2022, at the Ellerslie Event

Centre in Auckland. Full participation of shareholders is

encouraged at the Annual Shareholders' Meeting and

shareholders are also encouraged to submit questions in

writing prior to the meeting.

MANAGEMENT AGREEMENT RENEWAL

The Management Agreement between Kingfish and

Fisher Funds is subject to renewal every five years.

The Management Agreement is next subject to

renewal in 2024.

NZX WAIVERS

There were no waivers granted by NZX or relied upon

by the Company in the financial year ended 31 March

2022.

CAPITAL RAISINGS

Kingfish Warrant Issue (KFLWF)

On 15 November 2021, Kingfish issued 79,075,168

warrants to eligible shareholders (being shareholders

with a registered address in New Zealand on

the record date of 12 November 2021). Kingfish

shareholders were issued one warrant for every four

shares held on the record date. Each warrant entitles

an eligible shareholder to subscribe for one additional

share in Kingfish on the exercise date (18 November

2022).

The exercise price will be $2.03 less any cash

dividends declared on the shares by the Company with

a record date between 15 November 2021 and the

announcement of the exercise price. The final exercise

price will be calculated and advised to warrant holders

at least six weeks before the exercise date.

Further information in relation to the Kingfish warrant

issue can be found in the Warrant Terms Offer

Document dated 18 October 2021, at the following

link: https://kingfish.co.nz/assets/Investor-Centre/

KFLWG-Warrant-Terms-Offer-Doc-2021.pdf.

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ANNUAL REPORT

2022

FOR THE YEAR ENDED 31 MARCH 2022
We present the financial statements for Kingfish Limited for the year ended 31 March 2022.

We have ensured that the financial statements for Kingfish Limited present fairly the financial position of the

Company as at 31 March 2022 and its financial performance and cash flows for the year ended on that date.

We have ensured that the accounting policies used by the Company comply with generally accepted

accounting practice in New Zealand and believe that proper accounting records have been kept. We have

ensured compliance of the financial statements with the Financial Markets Conduct Act 2013.

We also consider that adequate controls are in place to safeguard the Company’s assets and to prevent and

detect fraud and other irregularities.

The Kingfish board authorised these financial statements for issue on 23 May 2022.


Andy Coupe Carol Campbell


David McClatchy Alistair Ryan

DIRECTORS’ STATEMENT

OF RESPONSIBILITY

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FINANCIAL
STATEMENTS CONTENTS

36Statement of Comprehensive Income

37Statement of Changes in Equity

38Statement of Financial Position

39Statement of Cash Flows

40Notes to the Financial Statements

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Notes
2022

$000

2021

$000

Interest income 75 49

Dividend income 7, 8 0 9 5, 410

Net changes in fair value of investments 2 (19,951) 150,504

Other income 1, 413 3

Total (loss)/income (10,654) 155,96 6

Operating expenses3 6,632 13,233

Operating (loss)/profit before tax ( 1 7, 2 8 6 ) 142,733

Total tax expense4 20 20

Net operating (loss)/profit after tax attributable to shareholders ( 1 7, 3 0 6 ) 142, 713

Total comprehensive (loss)/income after tax attributable to shareholders ( 1 7, 3 0 6 ) 142, 713

Basic earnings per share6 (5.49c) 56.28c

Diluted earnings per share6 (5.49c) 54.65c

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

FOR THE YEAR ENDED 31 MARCH 2022

STATEMENT OF COMPREHENSIVE INCOME

KINGFISH LIMITED

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Attributable to shareholders of the Company
Notes



Share

Capital

$000

Performance

Fee Reserve

$000

Retained

Earnings

$000

Total

Equity

$000

Balance at 31 March 2020 278,854 0 66,550 345,404

Comprehensive income

Net operating profit after tax 0 0 142, 713 142, 713

Total comprehensive income for the year ended 31 March 2021 0 0 142, 713 142, 713

Transactions with shareholders

Dividends paid5 0 0 (33,895) (33,895)

New hares issued under dividend reinvestment plan5 12, 402 0 0 12, 402

Shares issued for warrants exercised 84,823 0 0 84,823

Total transactions with shareholders for

the year ended 31 March 2021 9 7, 2 2 5 0 (33,895) 63,330

Balance at 31 March 2021 376,079 0 175,368 5 51, 4 4 7

Comprehensive income

Net operating (loss) after tax 0 0 ( 1 7, 3 0 6 ) ( 1 7, 3 0 6 )

Total comprehensive income for the year ended 31 March 2022 0 0 ( 1 7, 3 0 6 ) ( 1 7, 3 0 6 )

Transactions with shareholders

Dividends paid5 0 0 (45,207) (45,207)

New shares issued under dividend reinvestment plan5 16,505 0 0 16,505

Costs relating to warrants issued or exercised (30) 0 0 (30)

Total transactions with shareholders for the year ended 31 March 2022 16, 475 0 (45,207) (28,732)

Balance at 31 March 2022 392,554 0 112,855 505,409

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

FOR THE YEAR ENDED 31 MARCH 2022

STATEMENT OF CHANGES IN EQUITY

KINGFISH LIMITED

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Notes
2022

$000

2021

$000

SHAREHOLDERS' EQUITY 505,409 5 51, 4 4 7

Represented by:

ASSETS

Current Assets

Cash and cash equivalents 9 8,006 33,528

Trade and other receivables 7 3,519 369

Investments at fair value through profit or loss 2 494,850 526,523

Total Current Assets 506,375 560,420

TOTAL ASSETS 506,375 560,420

LIABILITIES

Current Liabilities

Trade and other payables 8 966 8,973

Total Current Liabilities 966 8,973

TOTAL LIABILITIES 966 8,973

NET ASSETS 505,409 5 51, 4 4 7

These financial statements have been authorised for issue for and on behalf of the Board by:


A B Ryan / Chair C A Campbell / Chair of the Audit and Risk Committee

23 May 2022 23 May 2022

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

FOR THE YEAR ENDED 31 MARCH 2022

STATEMENT OF FINANCIAL POSITION

KINGFISH LIMITED

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FOR THE YEAR ENDED 31 MARCH 2022
Notes

2022

$000

2021

$000

Operating Activities

Sale of listed equity investments 78,856 81, 493

Interest received 75 49

Dividends received 7, 7 9 5 5,612

Other income received 1, 414 1

Purchase of listed equity investments (69,786) (129,235)

Operating expenses (15,124 ) (6,195)

Taxes paid (20) (20)

Net cash inflows/(outflows) from operating activities9 3,210 (48,295)

Financing Activities

Proceeds from warrants exercised0 84,823

Warrant issue and exercise costs (30)0

Dividends paid (net of dividends reinvested) (28,702) (21, 493)

Net cash inflows/(outflows) from financing activities (28,732) 63,330

Net increase/(decrease) in cash and cash equivalents held (25,522) 15,035

Cash and cash equivalents at beginning of the year 33,528 18,493

Cash and cash equivalents at end of the year9 8,006 33,528

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

STATEMENT OF CASH FLOWS

KINGFISH LIMITED

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FOR THE YEAR ENDED 31 MARCH 2022
NOTES TO THE FINANCIAL STATEMENTS

KINGFISH LIMITED

NOTE 1 BASIS OF ACCOUNTING

Reporting Entity

Kingfish Limited ("Kingfish" or "the Company") is listed on the NZX Main Board, is registered in New

Zealand under the Companies Act 1993 and is an FMC Reporting Entity under the Financial Markets

Conduct Act 2013.

The Company’s registered office is Level 1, 67-73 Hurstmere Road, Takapuna, Auckland.

Basis of Preparation

These financial statements have been prepared in accordance with the requirements of Part 7 of

the Financial Markets Conduct Act 2013, the NZX Main Board listing rules and New Zealand

Generally Accepted Accounting Practice (NZ GAAP). They comply with New Zealand equivalents

to International Financial Reporting Standards (NZ IFRS) as appropriate to for-profit entities, and

International Financial Reporting Standards (IFRS).

The financial statements have been prepared on the historical cost basis, except for investment assets

at fair value through profit or loss.

The functional and reporting currency used to prepare the financial statements is New Zealand

dollars, rounded to the nearest one thousand dollars. Where relevant, prior year comparatives have

been reclassified to confirm with current year financial statement presentation. Where there has been

a material restatement of comparative information the nature of, and the reason for the restatement is

disclosed in the relevant notes.

The operating expenses include GST where it is charged by other parties as it cannot be reclaimed.

Accounting Policies

Accounting policies that summarise the recognition and measurement basis used and are relevant

to an understanding of the financial statements, are provided throughout the notes to the financial

statements and are designated by a symbol.

The accounting policies adopted have been consistently applied to all years presented, unless

otherwise stated.

There are no new accounting standards, amendments to standards and interpretations that have a

material impact on these financial statements. The same applies for any new standards, amendments

to standards and interpretations that have been issued but are not yet effective.

Financial Reporting by Segments

The Company operates in the New Zealand investment industry.

The Company is managed as a whole and is considered to have a single operating segment. There is

no further division of the Company or internal segment reporting used by the Directors when making

strategic, investment or resource allocation decisions.

There has been no change to the operating segments during the year.

Critical Judgements, Estimates and Assumptions

The preparation of financial statements requires the directors to make judgements, estimates and

assumptions that affect the application of policies and reported amounts of assets and liabilities,

income and expenses. Judgements are designated by a symbol in the notes to the financial

statements. There were no material estimates or assumptions required in the preparation of these

financial statements.

Authorisation of Financial Statements

The Kingfish Board of Directors authorised these financial statements for issue on 23 May 2022.

No party may change these financial statements after their issue.

j

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NOTE 2 INVESTMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
j

Given that the investment portfolio is managed, and performance is evaluated, on a fair value

basis in accordance with a documented investment strategy, Kingfish has classified all its

investments at fair value through profit or loss.

Investments are initially recognised at fair value and are subsequently revalued to reflect changes

in fair value. Net changes in the fair value of investments are recognised in the Statement of

Comprehensive Income.

Investments at fair value through profit or loss comprise New Zealand listed equity investment

assets.

All purchases and sales of investments are recognised at trade date, which is the date the

Company commits to purchase or sell the investment and transaction costs are expensed as

incurred. When an investment is sold, any gain or loss arising on the sale is included in the

Statement of Comprehensive Income. Realised gains or losses are calculated as the difference

between the sale proceeds and the carrying amount of the item.

The fair value of listed equity investments traded in active markets are based on last sale prices

at balance date, except where the last sale price falls outside the bid-ask spread for a particular

investment, in which case the bid price will be used to value the investment.

Dividend income from investments is recognised in the Statement of Comprehensive Income when

the Company's right to receive payments is established (ex-dividend date).

Investments recognised at fair value are categorised according to a fair value hierarchy that shows

the extent of judgement used in determining their fair value. Where unadjusted quoted prices are

used, the investments are categorised as Level 1. When significant inputs derived from observable

market data are used, the investments are categorised as Level 2. If significant inputs are not

based on observable market data, they are categorised as Level 3.

j

All listed equity investments held by Kingfish are categorised as Level 1. There have been no

transfers between levels of the fair value hierarchy during the year (2021: none). There were no

financial instruments classified as Level 2 or 3 at 31 March 2022 (2021: none).

Investments at fair value through profit or loss

2022

$000

2021

$000

New Zealand listed equity investments 494,850 526,523

Total financial assets at fair value through profit or loss 494,850 526,523

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NOTE 3 OPERATING EXPENSES
2022

$000

2021

$000

Management fees (note 10(a)) 5,344 5,671

Performance fees (note 10(a))0 6,291

Administration services (note 10(a)) 159 159

Directors' fees (note 10(b)) 185 176

Custody, accounting and brokerage 489 594

Investor relations and communications 190 150

NZX fees 70 64

Professional fees 54 19

Fees paid to the auditor:

Statutory audit and review of financial statements 53 41

Non assurance services

1

5 3

Other operating expenses 83 65

Total operating expenses 6,632 13,233

1

Non-assurance services relate to agreed upon procedures performed in respect of the performance

fee calculation. The current year figure relates to the procedures performed for the 2021 year which were

underaccrued and paid for during the 2022 financial year. There have been no procedures performed in the

2022 financial year. No other fees were paid to the auditor.

NOTE 4 TAXATION

Kingfish is a Portfolio Investment Entity ("PIE") for tax purposes.

Taxation expense comprises both current and deferred tax. Current tax is the expected tax

payable on the taxable income for the year, using tax rates enacted or substantively enacted at

balance date, and any adjustment to tax payable in respect of previous years. Current tax for

current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or

refundable). Deferred tax (if any) is recognised as the difference between the carrying amounts

of assets and liabilities in the financial statements and the amounts used for taxation purposes. A

deferred tax asset is only recognised to the extent it is probable it will be utilised.

j

A deferred tax asset of $12,761,635, resulting largely from tax losses of $45,005,418, at

31 March 2022 (2021: tax asset of $11,943,247, tax losses of $42,138,868) has not been

recognised, as the tax structure of the Company is unlikely to lead to the utilisation of a deferred

tax asset. This unrecognised deferred tax asset is reviewed annually.

FOR THE YEAR ENDED 31 MARCH 2022

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

KINGFISH LIMITED

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NOTE 4 TAXATION CONTINUED
Taxation expense is determined as follows:

2022

$000

2021

$000

Operating (loss)/profit before tax ( 1 7, 2 8 6 ) 142,733

Non-taxable realised gain on investments (22,405) (24,14 6)

Non-taxable unrealised (gain)/loss on investments 42,362 (126,351)

Imputation credits 2,306 1, 49 9

Non-deductible expenditure 407 513

Taxable income/(loss) 5,384 (5,752)

Tax at 28% 1,508 (1, 611)

Imputation credits (2,306) (1, 49 9)

Deferred tax not recognised 818 3,13 0

Total tax expense 20 20

Taxation expense comprises:

Current tax 20 20

20 20

Current tax balance

Opening balance 0 0

Current tax expense (20) (20)

Tax paid 20 20

Current tax receivable 0 0

Imputation credits

The imputation credits available for subsequent reporting periods total $261,652 (2021: $226,561).

This amount represents the balance of the imputation credit account at the end of the reporting

period, adjusted for imputation credits that will arise from the receipt of dividends recognised as a

receivable at 31 March 2022.

NOTE 5 SHAREHOLDERS' EQUITY

Share Capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new

shares and warrants are shown in equity as a deduction.

When shares are acquired by the Company, the amount of consideration paid is recognised

directly in equity. Acquired shares are classified as treasury stock and presented as a deduction

from share capital. When treasury stock is subsequently sold or reissued, the cost of treasury

stock is reversed and the realised gain or loss on sale or reissue, net of any directly attributable

incremental transaction costs, is recognised within share capital.

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NOTE 5 SHAREHOLDERS' EQUITY CONTINUED
Kingfish has 320,875,194 fully paid ordinary shares on issue (2021: 312,037,141). All ordinary

shares are classified as equity, rank equally and have no par value. All shares carry an entitlement

to dividends and one vote is attached to each fully paid ordinary share.

Buybacks

Kingfish maintains an ongoing share buyback programme. For the year ended 31 March 2022,

Kingfish did not acquire any shares (2021: nil) under the programme which allows up to 5% of the

ordinary shares on issue (as at the date 12 months prior to the acquisition) to be acquired. Shares

acquired under the buyback programme are held as treasury stock and subsequently reissued to

shareholders under the dividend reinvestment plan. There were no shares held as treasury stock at

balance date (2021: nil).

Warrants

On 15 November 2021, 79,075,168 new Kingfish warrants were allotted and quoted on the NZX

Main Board. One new warrant was issued to all eligible shareholders for every four shares held on

record date (12 November 2021).

There were no warrants alloted in the prior year.

Dividends

Dividend distributions to the Company's shareholders are recognised as a liability in the financial

statements in the period in which the dividends are declared by the Kingfish board.

Kingfish has a distribution policy where 2% of average NAV is distributed each quarter. Dividends

paid during the year comprised:

2022

$000

Cents per

share

2021

$000

Cents per

share

25 Jun 2021 11, 2 3 4 3.60 26 Jun 2020 7, 6 0 7 3.06

24 Sep 2021 11, 0 5 9 3.52 25 Sep 2020 8,139 3.25

17 Dec 2021 11,608 3.67 18 Dec 2020 8,729 3.46

25 Mar 2022 11, 3 0 6 3.55 26 Mar 2021 9, 42 0 3.71

45,207 14.34 33,895 13. 4 8


Dividend Reinvestment Plan

Kingfish has a dividend reinvestment plan which provides ordinary shareholders with the option to

reinvest all or part of any cash dividends in fully paid ordinary shares at a 3% discount to the five-

day volume weighted average share price from the date the shares trade ex-entitlement. During the

year ended 31 March 2022, 8,838,053 ordinary shares totalling $16,504,860 (2021: 7,163,600

ordinary shares totalling $12,401,697) were issued in relation to the plan for the quarterly dividends

paid. To participate in the dividend reinvestment plan, a completed participation notice must be

received by Kingfish before the next record date.

FOR THE YEAR ENDED 31 MARCH 2022

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

KINGFISH LIMITED

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NOTE 6 EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the

Company by the weighted average number of ordinary shares on issue during the year. Diluted

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

denominator. Potential ordinary shares include outstanding warrants.

Basic earnings per share20222021

Net operating (loss)/profit after tax attributable to shareholders ($'000) ( 1 7, 3 0 6 ) 142,713

Weighted average number of ordinary shares on issue net of treasury

stock ('000) 315, 429 253,583

Basic earnings per share (5.49c) 56.28c

Diluted earnings per share

Net operating (loss)/profit after tax attributable to shareholders ($'000) ( 1 7, 3 0 6 ) 142,713

Weighted average number of ordinary shares on issue net of treasury

stock ('000) 315, 429 253,583

Diluted effect of warrants ('000)

1

0 7, 5 7 0

315, 429 261,153

Diluted earnings per share (5.49c) 54.65c

1

The warrants were not assumed to be exercised because they were antidilutive in the period as the warrant

exercise price (less dividends paid) of $1.96 was greater than the average share price of $1.87 between the

date of issue and 31 March 2022.

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NOTE 7 TRADE AND OTHER RECEIVABLES
Trade and other receivables are classified as financial assets at amortised cost and are initially

recognised at fair value, and subsequently measured at amortised cost less any provision for

impairment. Receivables are assessed on a case-by-case basis for impairment.

j

The trade and other receivables' carrying values are a reasonable approximation of fair value.

2022

$000

2021

$000

Dividends receivable 341 327

Unsettled investment sales 1, 4 33 0

Related party receivable (note 10(a)(ii)) 1,688 0

Prepayments 57 42

Total trade and other receivables 3, 519 369

NOTE 8 TRADE AND OTHER PAYABLES

Trade and other payables are classified as other financial liabilities and are initially recognised at

fair value, and subsequently measured at amortised cost.

j

The trade and other payables' carrying values are a reasonable approximation of fair value.

2022

$000

2021

$000

Related party payable (note 10(a)(i)) 547 7, 3 4 5

Unsettled investment purchases 268 1, 487

Other payables and accruals 151 141

Total trade and other payables 966 8,973

FOR THE YEAR ENDED 31 MARCH 2022

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

KINGFISH LIMITED

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NOTE 9 CASH AND CASH FLOW RECONCILIATION
Cash and Cash Equivalents

Cash and cash equivalents are classified as financial assets at amortised cost and comprise cash

on deposit at banks and short-term money market deposits.

2022

$000

2021

$000

Cash - New Zealand 8,006 33,528

Cash and Cash Equivalents 8,006 33,528

Reconciliation of Net Operating Profit/(Loss) after Tax to Net Cash Flows

from Operating Activities

Net operating (loss)/profit after tax ( 1 7, 3 0 6 ) 142, 713

Items not involving cash flows

Unrealised losses/(gains) on revaluation of investments 42,362 (126,351)

42,362 (126, 3 51)

Impact of changes in working capital items

Increase/(decrease) in trade and other payables (8,007) 8,544

Decrease/(increase) in trade and other receivables (3,150) 2,018

(11,15 7 ) 10,562

Items relating to investments

Amounts paid for purchases of investments (69,786) (129,235)

Amounts received from sales of investments net of realised gains/losses 56,445 5 7, 3 4 0

Movements in unsettled purchases of investments 1,219 (1, 487 )

Movements in unsettled sales of investments 1, 4 33 (1,837 )

(10,689) (75,219)

Net cash inflows/(outflows) from operating activities 3,210 (48,295)

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NOTE 10 RELATED PARTY INFORMATION
Parties are considered to be related if one party has the ability to control or exercise significant

influence over the other party in making financial or operational decisions.

a. Fisher Funds Management Limited

Fisher Funds Management Limited ("Fisher Funds" or "the Manager") is an entity that provides key

management personnel services to Kingfish by virtue of its management agreement.

In return for the performance of its duties as Manager, Fisher Funds is paid the following fees:

Management fee: 1.25% (plus GST) per annum of the gross asset value, calculated weekly and

payable monthly in arrears. The fee reduces if the Manager underperforms, thereby aligning the

Manager's interests with those of the Kingfish shareholders. For every 1% underperformance (relative

to the change in the NZ 90 Day Bank Bill Index) the management fee percentage is reduced by

0.1%, subject to a minimum 0.75% per annum management fee.

Performance fee: Fisher Funds may earn an annual performance fee of 10% plus GST of excess

returns over and above the performance fee hurdle return (being the change in the NZ 90 Day Bank

Bill Index plus 7%) subject to achieving the High Water Mark ("HWM"). The total performance fee

amount is subject to a cap of 1.25% of the adjusted net asset value (prior to performance fees) and is

settled fully in cash.

The HWM is the dollar amount by which the net asset value per share exceeds the highest net asset

value per share (after adjustment for capital changes and distributions) at the end of any previous

calculation period in which a performance fee was payable, multiplied by the number of shares at

the end of the period.

In accordance with the terms of the Management Agreement, when a performance fee is earned, it

is paid within 60 days of the balance date.

Performance fees paid to the Manager are recognised as an expense in the Statement of

Comprehensive Income and are treated in line with a typical operating expense.

Administration fee: Fisher Funds provides corporate administration services and a fee is payable

monthly in arrears.

(i) Fees earned and payable:

2022

$000

2021

$000

Fees earned by the Manager for the year ended 31 March

Management fees 5,344 5,671

Performance fees0 6,291

Administration services 159 159

Operating expenses 5,503 12,121

For the year ended 31 March 2022, the Manager did not achieve a return in excess of the

performance fee hurdle return and the HWM (2021: excess returns of $125,658,709 were

generated). Accordingly, the Company has not expensed a performance fee (2021: Performance fee

of $6,290,731 was expensed).

Fees payable to the Manager at 31 March

Management fees 534 1,028

Performance fees 0 6,291

Administration services 13 26

Related party payables 547 7, 3 4 5

FOR THE YEAR ENDED 31 MARCH 2022

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

KINGFISH LIMITED

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NOTE 10 RELATED PARTY INFORMATION CONTINUED
(ii) Other income earned and credit note

Income received from the Manager for the year ended 31 March

GST refund

On 30 April 2021, Fisher Funds received a GST refund plus use of money interest (UOMI) from

the Inland Revenue Department ("IRD"). The refund relates to the period 1 April 2004 to 31 July

2009 when the Manager applied 15% GST on management fees, when a subsequent assessment

confirmed the Manager was entitled to charge only 1.5% GST on management fees. The total GST

refund received by the Manager on behalf of Kingfish was $1,413,475, being overcharged GST

refunded of $1,385,125 plus UOMI of $28,350.

The GST refund was received by Kingfish in May 2021. The GST refund and UOMI are excluded

from any performance fee calculation, consistent with how they have been treated in the past given

they are not performance related income for the year.

Fees receivable from the Manager 31 March

Management fee credit note 1,688 0

Related party receivable 1, 6 8 8 0

Fisher Fund's management fee was calculated and invoiced at 1.25% of gross asset value, with a

balance date adjustment to reduce the management fee to 0.95% of gross asset value (31 March

2021: no adjustment) as the gross return underperformed the NZ 90 Day Bank Bill Index by 3.5%.

As a result of the management fee adjustment, Fisher Funds raised a credit note for $1,687,584 at

balance date which will be used by the Company to cover future monthly management fees until

used up.

(iii) Investment transactions with related parties

Off-market transactions between Kingfish and other funds managed by Fisher Funds take place for

the purposes of rebalancing portfolios without incurring brokerage costs. These transactions are

conducted after the market has closed at last sale price (on an arm’s length basis). Purchases for the

year ended 31 March 2022 totalled $3,097,605 (2021: nil) and sales totalled $1,458,243 (2021:

nil).

b. Directors

Kingfish considers its Board of Directors ("Directors") key management personnel. Kingfish does not

have any employees.

During the financial year the Directors earned fees for their services of $184,725 (2021: $176,248).

The directors' fee pool is $157,500 (plus GST, if any) for the year ended 31 March 2022 (2021:

$157,500 + GST). There were no Director fees payable at the end of the period (31 March 2021:

nil). Directors’ fees exceeded the pool due to the Company temporarily having five directors during

the year between the appointment of David McClatchy (1 July 2021) and the retirement of Carmel

Fisher (6 August 2021).

The directors held shares in the Company at 31 March 2022 which total 0.06% of total shares on

issue (31 March 2021: 4.50%). The reduction in Director Shareholding is a result of changes in

Directors during the financial year. The Directors held warrants in the company as at 31 March 2022

which total 0.06% of total warrants on issue. The Directors did not hold warrants in the company as

at 31 March 2021, as there were none on issue.

Dividends of $525,429 (2021: $1,513,160) were also received by directors or their associates as a

result of their shareholding.

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NOTE 11 FINANCIAL RISK MANAGEMENT
The Company is subject to a number of financial risks which arise as a result of its investment

activities, including market risk, credit risk and liquidity risk.

The Management Agreement between Kingfish and Fisher Funds details permitted investments.

Financial instruments currently recognised in the financial statements also comprise cash and cash

equivalents, trade and other receivables and trade and other payables.

Market Risk

All equity investments present a risk of loss of capital, often due to factors beyond the Company's

control such as competition, regulatory changes, commodity price changes and changes in general

economic climates domestically and internationally. The Manager moderates this risk through

careful stock selection, diversification and daily monitoring of the market positions. For corporate

governance purposes there is also regular reporting to the Board of Directors. In addition, the

Manager has to meet the criteria of authorised investments within the prudential limits defined in the

Management Agreement.

The maximum market risk resulting from financial instruments is determined as their fair value.

Price Risk

Price risk is the risk of gains or losses from changes in the market price of investments. The Company

is exposed to the risk of fluctuations in the underlying value of its listed portfolio companies. The

following companies individually comprise more than 10% of Kingfish’s total assets at 31 March

2022, and therefore fluctuations in the value of these portfolio companies will have a greater impact

on the overall investments balance.

2022 2021

Mainfreight Limited20%18%

Infratil Limited18%14%

Fisher and Paykel Healthcare Corporation Limited14%16%

Summerset Group Ltd10%8%

Interest Rate Risk

Interest rate risk is the risk of movements in local interest rates. The Company is exposed to the risk

of gains or losses or changes in interest income from movements in local interest rates. There is no

hedge against the risk of movements in interest rates.

The Company may use short-term fixed rate borrowings to fund investment opportunities. There were

no borrowings at 31 March 2022 (2021: nil).

Currency Risk

Currency risk is the risk that the fair value or future cash flows of an investment will fluctuate because

of changes in foreign exchange rates. The Company generally holds assets denominated in New

Zealand dollars and is therefore not directly exposed to currency risk. The portfolio companies that

Kingfish invests in may be affected by currency risk that may impact on the market value of the

underlying portfolio company.

Sensitivity Analysis

The table below summarises the impact on net operating profit after tax and shareholders' equity

to reasonably possible changes in the carrying value of financial instruments to market risk

exposure at 31 March as follows:

FOR THE YEAR ENDED 31 MARCH 2022

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

KINGFISH LIMITED

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NOTE 11 FINANCIAL RISK MANAGEMENT CONTINUED
2022

$000

2021

$000

Price risk

1

Investments at fair value

through profit or loss

(listed) Carrying value 494,850 526,523

Impact of a 20% change in market prices: +/- 98,970 105,305

Interest rate risk

2

Cash and cash

equivalents Carrying value 8,006 33,528

Impact of a 1% change in interest rates: +/- 80 335

1

A variable of 20% is considered appropriate for market price risk sensitivity analysis based on historical price

movements.

2

A variable of 1% was selected as this is a reasonably expected movement based on historical volatility. The

percentage movement for the interest rate sensitivity relates to an absolute change in interest rate rather than a

percentage change in interest rate.


Credit Risk

Credit risk is the risk that a counterparty will default on its contractual obligations resulting in financial

loss to the Company. In the normal course of its business, the Company is exposed to credit risk from

transactions with its counterparties.

Listed securities are held by an independent custodian, Trustees Executors Limited. All transactions in

listed securities are paid for on delivery according to standard settlement instructions and are normally

settled within three business days. Dividends receivables are due from listed New Zealand companies

and are normally settled within a month after the Ex-Dividend date.

The Company measures credit risk and expected credit losses using probability of default, exposure

at default and loss given default. Management considers both historical analysis and forward looking

information in determining any expected credit loss. At balance date, cash at bank was held with

counterparties with a credit rating of S&P AA- or equivalent. Trade and other receivables are normally

settled within three business days. Management considers the probability of default to be close to zero

as the counterparties have a strong capacity to meet their contractual obligations in the near term. As

a result, no loss allowance has been recognised based on 12 month expected credit losses as any such

impairment would be wholly insignificant to the Company.

The maximum credit risk of financial assets is deemed to be their carrying amount as reported in the

Statement of Financial Position.

Other than cash at bank, short term unsettled trades and dividends receivable, there are no significant

concentrations of credit risk. The Company does not expect non-performance by counterparties,

therefore no collateral or security is required.

Liquidity Risk

Liquidity risk is the risk that the assets held by the Company cannot readily be converted to cash in

order to meet the Company's financial obligations as they fall due. The Company endeavours to invest

the proceeds from the issue of shares in appropriate investments while maintaining sufficient liquidity

(through daily cash monitoring) to meet working capital and investment requirements. All trade and other

payables have contractual maturities of 3 months or less.

Liquidity to fund investment requirements can be augmented through the procurement of a debt facility

from a registered bank to a maximum value of 20% of the gross asset value of the Company. There were

no such debt facilities at 31 March 2022 (2021: nil).

There have been no subsequent events to suggest any issues with satisfying working capital and

investment requirements.

51

kingfish limited /

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NOTE 11 FINANCIAL RISK MANAGEMENT CONTINUED
Capital Risk Management

The Company’s objective is to prudently manage shareholder capital (share capital, reserves,

retained earnings) and borrowings (if any).

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends

paid to shareholders, return capital to shareholders, undertake share buybacks, issue new shares

and secure borrowings in the short term.

The Company was not subject to any externally imposed capital requirements during the year.

Since announcing a long-term distribution policy in June 2009, the Company continues to pay 2% of

average net asset value each quarter.

NOTE 12 NET ASSET VALUE

The audited net asset value of Kingfish as at 31 March 2022 was $1.58 per share (2021: $1.77)

calculated as the net assets of $505,409,400 divided by the number of shares on issue of

320,875,194 (2021: net assets of $551,446,689 and shares on issue of 312,037,141).

NOTE 13 COMMITMENTS AND CONTINGENT LIABILITIES

There were no unrecognised contractual commitments or contingent liabilities as at 31 March 2022

(2021: nil).

NOTE 14 SUBSEQUENT EVENTS

On 23 May 2022, the Board declared a dividend of 3.16 cents per share. The record date for this

dividend is 9 June 2022 with a payment date of 23 June 2022.

As at 18 May 2022 the Kingfish unaudited new asset value (NAV) had reduced to $461.8 million,

down 8.6% from 31 March 2022, due to market movements. Kingfish reports its unaudited NAV to

the NZX on a weekly and monthly basis.

There were no other events which require adjustment to or disclosure in these financial statements.


FOR THE YEAR ENDED 31 MARCH 2022

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

KINGFISH LIMITED




PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand

T: +64 9 355 8000, www.pwc.co.nz



Independent auditor’s report

To the shareholders of Kingfish Limited

Our opinion

In our opinion, the accompanying financial statements of Kingfish Limited (the Company) present

fairly, in all material respects, the financial position of the Company as at 31 March 2022, its financial

performance and its cash flows for the year then ended in accordance with New Zealand Equivalents

to International Financial Reporting Standards (NZ IFRS) and International Financial Reporting

Standards (IFRS).

What we have audited

The financial statements comprise:

● the statement of financial position as at 31 March 2022;

● the statement of comprehensive income for the year then ended;

● the statement of changes in equity for the year then ended;

● the statement of cash flows for the year then ended; and

● the notes to the financial statements, which include significant accounting policies and other

explanatory information.


Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

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

International Code of Ethics for Assurance Practitioners (including International Independence

Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards

Board and the International Code of Ethics for Professional Accountants (including International

Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA

Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Other than in our capacity as auditor we have no relationship with, or interests in, the Company.

Key audit matter

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

our audit of the financial statements of the current year. Given the nature of the Company, we have

one key audit matter: Valuation and existence of investments at fair value through profit or loss. The

matter was addressed in the context of our audit of the financial statements as a whole, and in forming

our opinion thereon, and we do not provide a separate opinion on the matter.


52

kingfish limited /

ANNUAL REPORT

2022




PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand

T: +64 9 355 8000, www.pwc.co.nz



Independent auditor’s report

To the shareholders of Kingfish Limited

Our opinion

In our opinion, the accompanying financial statements of Kingfish Limited (the Company) present

fairly, in all material respects, the financial position of the Company as at 31 March 2022, its financial

performance and its cash flows for the year then ended in accordance with New Zealand Equivalents

to International Financial Reporting Standards (NZ IFRS) and International Financial Reporting

Standards (IFRS).

What we have audited

The financial statements comprise:

● the statement of financial position as at 31 March 2022;

● the statement of comprehensive income for the year then ended;

● the statement of changes in equity for the year then ended;

● the statement of cash flows for the year then ended; and

● the notes to the financial statements, which include significant accounting policies and other

explanatory information.


Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

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

International Code of Ethics for Assurance Practitioners (including International Independence

Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards

Board and the International Code of Ethics for Professional Accountants (including International

Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA

Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Other than in our capacity as auditor we have no relationship with, or interests in, the Company.

Key audit matter

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

our audit of the financial statements of the current year. Given the nature of the Company, we have

one key audit matter: Valuation and existence of investments at fair value through profit or loss. The

matter was addressed in the context of our audit of the financial statements as a whole, and in forming

our opinion thereon, and we do not provide a separate opinion on the matter.





PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand

T: +64 9 355 8000, www.pwc.co.nz



Independent auditor’s report

To the shareholders of Kingfish Limited

Our opinion

In our opinion, the accompanying financial statements of Kingfish Limited (the Company) present

fairly, in all material respects, the financial position of the Company as at 31 March 2022, its financial

performance and its cash flows for the year then ended in accordance with New Zealand Equivalents

to International Financial Reporting Standards (NZ IFRS) and International Financial Reporting

Standards (IFRS).

What we have audited

The financial statements comprise:

● the statement of financial position as at 31 March 2022;

● the statement of comprehensive income for the year then ended;

● the statement of changes in equity for the year then ended;

● the statement of cash flows for the year then ended; and

● the notes to the financial statements, which include significant accounting policies and other

explanatory information.


Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

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

International Code of Ethics for Assurance Practitioners (including International Independence

Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards

Board and the International Code of Ethics for Professional Accountants (including International

Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA

Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Other than in our capacity as auditor we have no relationship with, or interests in, the Company.

Key audit matter

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

our audit of the financial statements of the current year. Given the nature of the Company, we have

one key audit matter: Valuation and existence of investments at fair value through profit or loss. The

matter was addressed in the context of our audit of the financial statements as a whole, and in forming

our opinion thereon, and we do not provide a separate opinion on the matter.


53

kingfish limited /

ANNUAL REPORT

2022





PwC 2

Description of the key audit matter How our audit addressed the key audit matter

Valuation and existence of investments at

fair value through profit or loss

Investments at fair value through profit or loss

(the investments) are valued at $495 million

and represent 98% of total assets.

Further disclosures on the investments are

included in note 2 to the financial statements.

This was an area of focus for our audit and an

area where a significant proportion of audit

effort was directed.

As at 31 March 2022, all investments were in

companies that were listed on the NZX Main

Board and were actively traded with readily

available, quoted market prices.

All investments are held by Trustees Executors

Limited (the Custodian) on behalf of the

Company. Trustees Executors Limited also

provides administration services for the

Company.



Our audit procedures included updating our understanding

of the business processes employed by the Company for

accounting for, and valuing, its investment portfolio.

We obtained confirmation from the Custodian that the

Company was the recorded owner of all the recorded

investments.

We obtained copies of and assessed Trustees Executors

Limited’s Internal Controls Reports for Custody,

Superannuation Member Administration, Investment

Administration and Registry for the period from 1 April 2021

to 31 March 2022.

We agreed the price for all investments held at 31 March

2022 to independent third-party pricing sources.



Our audit approach


Overview

Materiality Overall materiality: $2,527,000, which represents approximately 0.5% of the

net assets.

We used this benchmark because, in our view, the objective of the Company

is to provide investors with a total return on its assets, taking account of both

capital and income returns.

Key audit matters As reported above, we have one key audit matter, being:

● Valuation and existence of investments at fair value through profit or

loss.


As part of designing our audit, we determined materiality and assessed the risks of material

misstatement in the financial statements. In particular, we considered where management made

subjective judgements; for example, in respect of significant accounting estimates that involved

making assumptions and considering future events that are inherently uncertain. As in all of our audits,

we also addressed the risk of management override of internal controls, including among other

matters, consideration of whether there was evidence of bias that represented a risk of material

misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion

on the financial statements as a whole, taking into account the structure of the Company, the

accounting processes and controls, and the industry in which the Company operates.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain

reasonable assurance about whether the financial statements are free from material misstatement.

Misstatements may arise due to fraud or error. They are considered material if, individually or in

aggregate, they could reasonably be expected to influence the economic decisions of users taken on

the basis of the financial statements.

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ANNUAL REPORT

2022





PwC 3

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall materiality for the financial statements as a whole as set out above. These,

together with qualitative considerations, helped us to determine the scope of our audit, the nature,

timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually

and in aggregate, on the financial statements as a whole.

Other information

The Directors are responsible for the other information. The other information comprises the

information included in the Annual report, but does not include the financial statements and our

auditor's report thereon. The Annual report is expected to be made available to us after the date of this

auditor's report.

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

any form of audit opinion or assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

financial statements or our knowledge obtained in the audit, or otherwise appears to be materially

misstated.

When we read the other information not yet received, if we conclude that there is a material

misstatement therein, we are required to communicate the matter to the Directors and use our

professional judgement to determine the appropriate action to take.

Responsibilities of the Directors for the financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of

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

Directors determine is necessary to enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Company’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

Company or to 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 financial statements, as a whole,

are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that

an audit conducted in accordance with ISAs (NZ) and ISAs 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 financial statements.

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

External Reporting Board’s website at:

https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-2/

This description forms part of our auditor’s report.




55

kingfish limited /

ANNUAL REPORT

2022

PwC 4
Who we report to

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

undertaken so that we might state those matters which 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.

The engagement partner on the audit resulting in this independent auditor’s report is Philip Taylor.

For and on behalf of:

Chartered Accountants Auckland

23 May 2022

56

kingfish limited /

ANNUAL REPORT

2022

SHAREHOLDER INFORMATION
SPREAD OF SHAREHOLDERS AS AT 20 MAY 2022

Holding Range# of Shareholders# of Shares% of Total

1 to 999478202,4970.06

1,000 to 4,9991,1973 ,1 8 7, 5 8 80.99

5,000 to 9,9991,0 677, 3 74 ,1 7 52.30

10,000 to 49,9992,78564,901,19120.23

50,000 to 99,99971349, 316, 70715.37

100,000 to 499,99956410 6,18 8,6 3333.09

500,000 +668 9, 70 4 , 4 0 32 7. 9 6

TOTAL6,870320,875,194100%

20 LARGEST SHAREHOLDERS AS AT 20 MAY 2022

Holder Name# of Shares% of Total

ASB NOMINEES LIMITED <ACCOUNT 340941 - ML>13,8 59, 6974.32

CUSTODIAL SERVICES LIMITED <A/C 4>10,713,9733.34

STEPHEN JAMES THORNTON & BERNARDINA ALEIDA MARIA

SCHOLTEN & MACALISTER MAZENGARB TRUST COMPANY LIMITED

<THE THORNTON-SCHOLTEN FAMILY A/C>4,335,3831.35

NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH

ACCOUNT>3,786,8841.18

FNZ CUSTODIANS LIMITED3 , 2 3 7, 6 8 81.01

LEVERAGED EQUITIES FINANCE LIMITED3,035,8660.95

DAVID HUGH BROWN & SUSANNA LLEWELLYN BROWN2,922,0000.91

CUSTODIAL SERVICES LIMITED <A/C 6>2,138,8 010.67

FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>2,010,3760.63

ENE TRUSTEES LIMITED1, 7 76,24 50.55

LLOYD JAMES CHRISTIE1,639,8500.51

SEATON STUART JAMES BENNY1,607,3600.50

NEIL BARRY ROBERTS1,457,0000.45

MURRAY JOHN LOMBARD ALDRIDGE & LESLEY ANN ALDRIDGE &

ALDRIDGE TRUSTEE 2019 LIMITED <ALDRIDGE FAMILY A/C>1, 3 8 9, 7320.43

DAVID ROBERT APPLEBY & PRUDENCE JANE COTTER <DAVID APPLEBY

INVESTMENT A/C>1,320,0000. 41

COLIN DAVID CRAIG BENNETT1,304,2570. 41

STEPHEN THOMAS WRIGHT & JANICE ALISON WRIGHT1, 28 9, 73 60.40

ALBERT JOHN HARWOOD & MARLENE MARY HARWOOD1,288,3070.40

ASB NOMINEES LIMITED <146873 A/C>1,125, 58 50.35

COLIN DAVID CRAIG BENNETT & CLARICE AI LING BENNETT <C D C

& C A L BENNETT FAMILY A/C>1,112 , 6 9 30.35

TOTAL61, 3 51, 4 3 319.12

57

kingfish limited /

ANNUAL REPORT

2022

SHAREHOLDER INFORMATION
SPREAD OF WARRANT HOLDERS AS AT 20 MAY 2022

Holding Range# of Shareholders# of Warrants% of Total

1 to 9991,38 05 6 7, 9 4 70.72

1,000 to 4,9992,4566,317,2597. 9 9

5,000 to 9,9991,0 9 07, 6 9 3 , 4 6 49. 73

10,000 to 49,9991,29426,656,16833.71

50,000 to 99,9991459,813, 26 512. 41

100,000 to 499,9998715,526,77819. 6 4

500,000 +1112, 50 0,28715.80

TOTAL6,4637 9, 0 75 ,16 8100%

20 LARGEST WARRANT HOLDERS AS AT 20 MAY 2022

Holder Name# of Warrants% of Total

ASB NOMINEES LIMITED <ACCOUNT 340941 - ML>3,464,9254.38

CUSTODIAL SERVICES LIMITED <A/C 4>2,570,7143.25

STEPHEN JAMES THORNTON & BERNARDINA ALEIDA MARIA

SCHOLTEN & MACALISTER MAZENGARB TRUST COMPANY LIMITED

<THE THORNTON-SCHOLTEN FAMILY A/C>1,050,8691.33

FNZ CUSTODIANS LIMITED752,8610.95

LEVERAGED EQUITIES FINANCE LIMITED751,8680.95

NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH

ACCOUNT>741, 6 4 90.94

DAVID HUGH BROWN & SUSANNA LLEWELLYN BROWN725,0000.92

RONALD PAUL VINK713,0700.90

PAUL HUGHES & TAJRENA ALEXI & CR TRUSTEES LIMITED <PHTA

INVESTMENT A/C>638,3880.81

FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>556,2410.70

CUSTODIAL SERVICES LIMITED <A/C 6>534,7020.68

ENE TRUSTEES LIMITED444,0620.56

BETH RITA STEWART414,0000.52

LAM PUT YIM410,0000.52

LLOYD JAMES CHRISTIE4 0 9,96 30.52

SEATON STUART JAMES BENNY386,0520.49

HAN SOL CHUNG3 5 7,1 4 20.45

MURRAY JOHN LOMBARD ALDRIDGE & LESLEY ANN ALDRIDGE &

ALDRIDGE TRUSTEE 2019 LIMITED <ALDRIDGE FAMILY A/C>333,7830.42

DAVID ROBERT APPLEBY & PRUDENCE JANE COTTER <DAVID APPLEBY

INVESTMENT A/C>330,0000.42

JOHN ALBERT GALT325,0000. 41

TOTAL15,910,2892 0.12

58

kingfish limited /

ANNUAL REPORT

2022

STATUTORY INFORMATION
DIRECTORS’ RELEVANT INTERESTS IN EQUITY SECURITIES AT 31 MARCH 2022

Interests Register

Kingfish is required to maintain an interests register in which the particulars of certain transactions and matters

involving the directors must be recorded. The interests register for Kingfish is available for inspection at its

registered office. Particulars of entries in the interests register as at 31 March 2022 are as follows:

SharesWarrants

Held

Directly

Held by

Associated Persons

Held

Directly

Held by

Associated Persons

A B Ryan

(1)

6 ,11478,3031, 4 6918,807

C A Campbell

(2)

56,69713,618

R A Coupe

(3)

52,71412,6 61

D M McClatchy

(4)

NilNilNilNil

(1)

A B Ryan received 2,477 shares in the year ended 31 March 2022, purchased on market as per the terms of

the share purchase plan (issue price $2.00). A B Ryan received 6,178 shares in the year ended 31 March 2022,

issued under the dividend reinvestment plan (average issue price $1.88). A B Ryan and associated persons were

allocated 20,276 warrants in the year end 31 March 2022.

(2)

C A Campbell received 1,858 shares in the year ended 31 March 2022, purchased on market as per the

terms of the share purchase plan (issue price $2.00). C A Campbell received 4,149 shares in the year ended

31 March 2022, issued under the dividend reinvestment plan (average issue price $1.88). C A Campbell was

allocated 13,618 warrants in the year end 31 March 2022.

(3)

R A Coupe received 1,858 shares in the year ended 31 March 2022, purchased on market as per the terms

of the share purchase plan (issue price $2.00). R A Coupe received 3,857 shares in the year ended 31 March

2022, issued under the dividend reinvestment plan (average issue price $1.88). R A Coupe was allocated 12,661

warrants in the year end 31 March 2022.

(4)

D M McClatchy joined the Kingfish board after the share purchase plan had been actioned for the year and

therefore he did not hold any Kingfish shares or warrants as at 31 March 2022.

DIRECTORS HOLDING OFFICE

Kingfish’s directors as at 31 March 2022 were:

»A B Ryan (Chair)

»C A Campbell

»R A Coupe

»D M McClatchy

During the year, David McClatchy was appointed as an independent director (effective 1 July 2021) and Carmel

Fisher retired as a director (effective 6 August 2021).

On 18 January 2022, Alistair Ryan (Chair of Kingfish since 2012) announced that he would not be seeking

re-election at this year’s annual meeting and retired from the board, effective 1 June 2022. Andy Coupe, an

independent director of Kingfish since 2013, succeed Alistair Ryan as Chair from 1 June 2022.

On 14 March 2022, the board of Kingfish announced the appointment of Fiona Oliver as an independent director,

effective 1 June 2022. In accordance with the Kingfish constitution and NZX Listing Rules, Fiona Oliver will stand

for election at the 2022 Annual Shareholders’ Meeting.

In accordance with the Kingfish constitution and NZX Listing Rules, David McClatchy was elected as a director at

the 2021 Annual Shareholders’ Meeting and Carol Campbell was re-elected as a director at the meeting.

59

kingfish limited /

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2022

DIRECTORS’ INDEMNITY AND INSURANCE
Kingfish has arranged Directors’ and Officers’ liability insurance covering directors acting on behalf of Kingfish.

Cover is for damages, judgements, fines, penalties, legal costs awarded and defence costs arising from wrongful

acts committed while acting for Kingfish. The types of acts that are not covered include dishonest, fraudulent,

malicious acts or omissions, wilful breach of statute or regulations.

Kingfish has granted an indemnity in favour of all current directors of the Company in accordance with its

constitution.

EMPLOYEE REMUNERATION

Kingfish does not have any employees. Corporate management services are provided to Kingfish by Fisher Funds

Management Limited.

DIRECTORS’ RELEVANT INTERESTS

The following were relevant interests of Kingfish’s directors as at 31 March 2022:

A B RyanBarramundi LimitedChair

Marlin Global LimitedChair

C A CampbellBarramundi LimitedDirector

Marlin Global LimitedDirector

T&G Global LimitedDirector

Hick Bros Holdings Limited & subsidiary companies Director

Woodford Properties 2018 LimitedDirector

alphaXRT LimitedDirector

New Zealand Post LimitedDirector

Key Assets FoundationTrustee

Key Assets NZ LimitedDirector

Kiwibank LimitedDirector

Asset Plus LimitedDirector

NZME LimitedDirector

Nica Consulting LimitedDirector

Cord Bank LimitedDirector

T&G Insurance LimitedDirector

Bankside Chambers LimitedDirector

Chubb Insurance New Zealand LimitedDirector

R A CoupeBarramundi LimitedDirector

Marlin Global LimitedDirector

Coupe Consulting LimitedDirector

Briscoe Group Limited Director

Television New Zealand LimitedChair

D M McClatchyBarramundi LimitedDirector

Marlin Global LimitedDirector

Guardians of NZ SuperannuationDirector


60

kingfish limited /

ANNUAL REPORT

2022

AUDITOR’S REMUNERATION
During the 31 March 2022 year, the following amounts were paid/payable to the auditor,

PricewaterhouseCoopers New Zealand.

$000

Statutory audit and review of financial statements53

Other assurance services0

Non assurance services5

PricewaterhouseCoopers New Zealand is a registered audit firm and its audit partners are licensed auditors under

the Auditor Regulation Act 2011.

DONATIONS

Kingfish did not make any donations during the year ended 31 March 2022.

61

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ANNUAL REPORT

2022

REGISTERED OFFICE
Kingfish Limited

Level 1

67 – 73 Hurstmere Road

Takapuna

Auckland 0622

DIRECTORS

Independent Directors

Andy Coupe (Chair)

Carol Campbell

David McClatchy

Fiona Oliver

CORPORATE

MANAGEMENT TEAM

Wayne Burns

Beverley Sutton

MANAGER

Fisher Funds Management Limited

Level 1

67 – 73 Hurstmere Road

Takapuna

Auckland 0622

SHARE REGISTRAR

Computershare Investor

Services Limited

Level 2

159 Hurstmere Road

Takapuna

Auckland 0622

Private Bag 92119

Auckland 1142

Phone: +64 9 488 8777

Email: enquiry@computershare.co.nz

FOR MORE INFORMATION

For enquiries about transactions, changes of address and dividend payments, contact the share registrar above.

Alternatively, to change your address, update your payment instructions and to view your investment portfolio

including transactions online, please visit: www.investorcentre.com/NZ

FOR ENQUIRIES ABOUT KINGFISH CONTACT

Kingfish Limited, Level 1, 67 – 73 Hurstmere Road, Takapuna, Auckland 0622

Private Bag 93502, Takapuna, Auckland 0740


Phone: +64 9 489 7094 | Email: enquire@kingfish.co.nz

The information contained in this annual report is provided for information purposes only and does not constitute an offer,

invitation, basis for a contract, financial advice, other advice or recommendation to conclude any transaction for the purchase

or sale of any security, loan or other instrument. In particular, the information contained in this annual report is not financial

advice for the purposes of the Financial Markets Conduct Act 2013, as amended and should not be relied upon when making an

investment decision. Professional financial advice from a financial adviser should be taken before making an investment.

AUDITOR

PricewaterhouseCoopers

New Zealand

Level 27

PwC Tower

15 Custom Street West

Auckland 1010

SOLICITOR

Bell Gully

Level 21

48 Shortland Street

Auckland 1010

BANKER

ANZ Bank New Zealand Limited

23-29 Albert Street

Auckland 1010

NATURE OF BUSINESS

The principal activity of Kingfish

is investment in quality, growing

New Zealand companies.

DIRECTORY

62

kingfish limited /

ANNUAL REPORT

2022

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.