2024 Annual Shareholders' Meeting Presentations

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Annual Shareholders’ Meeting
5 June 2024
SCALES CORPORATION – 2024 ANNUAL SHAREHOLDERS’ MEETING
The attached presentation will be given at the hybrid (virtual and in person) Annual Shareholders’ Meeting of Scales
Corporation Limited starting at 3.30pm today, at The Piano, 156 Armagh Street, Christchurch, and also online via the
Computershare online meeting platform.
1. 2024 Scales Corporation Limited Annual Shareholders’ Meeting – Chair and Managing Director’s Addresses
2. 2024 Scales Corporation Limited Annual Shareholders’ Meeting – Presentation

ENDS


Contacts
Andy Borland, Managing Director, Scales Corporation Limited, Mob: 021 975 999,
email: andy.borland@scalescorporation.co.nz

About Scales Corporation
Scales Corporation is a diversified agribusiness group. It comprises three operating divisions: Global Proteins,
Horticulture and Logistics. The company’s diverse spread of activities gives Scales broad exposure to the agribusiness
sector. Scales Corporation was founded in 1897 as a shipping business by George Scales. Today it has operations
across New Zealand, Australia, United States and Europe. Find out more at www.scalescorporation.co.nz.

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Annual Shareholders’ Meeting
5 June 2024
Address by the Chair: Mike Petersen
[SLIDE 2: AGENDA]
Good afternoon everyone, I’m Mike Petersen, Chair of Scales, and it’s my pleasure to welcome you all to this annual
meeting. It’s the one hundred and twelfth annual meeting of the company, the tenth since it became a listed company
and my second as Chair.
Once again, we’re holding a hybrid annual meeting and, whether you’re here in person or joining us online, I’d like to
thank you and welcome you all.
As you may recall from last year, shareholders, proxies and guests attending the meeting virtually will be able to hear
and see a live webcast. In addition, shareholders and proxies have the ability to ask questions and vote on resolutions.
I’ll provide further details on those matters shortly.
Some housekeeping matters for those of you who have joined us in person. First, I’d like to remind you, as a matter of
courtesy, to turn your mobile phones to silent. Also, if there’s an emergency and we need to leave, please do so
through the marked exits. Staff will be available to help us.
I’m pleased to confirm that we have a quorum and therefore declare the 2024 Annual Shareholders’ Meeting of Scales
Corporation Limited open.
The items of business for this meeting and the resolutions to be considered by shareholders are contained in the
Notice of Meeting which was sent to shareholders on the 3rd of May.
Our order of proceedings is as shown on the current slide – I’ll briefly comment on the highlights of the last 12 months,
followed by a review by Scales’ Managing Director, Andy Borland. We’ll then attend to the resolutions, where we’ll
cover each resolution in turn and invite questions specific to those items. I’ll shortly open the online voting and explain
the voting process. Following that I’ll explain the process for asking questions.
Once the meeting is complete, we hope that those of you present will join us for refreshments. It’ll also be an
opportunity to meet the Directors and senior management of the company, and raise any questions you may have, on
an informal basis.
[SLIDE 3: VOTING PROCESS]
With regard to the online voting process, if you’re eligible to vote, you’ll be able to cast your vote under the Vote tab
as shown on screen. Once the voting has opened, the resolutions will allow votes to be submitted. To vote, simply
select your voting direction from the options shown. You can vote for all resolutions at once or by each resolution
separately. Your vote has been cast when the tick appears. To change your vote, simply select ‘Change Your Vote’.
You have the ability to change your vote up until the time I declare voting closed.

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You may submit questions on each resolution being put to shareholders using the question process.
For those of you who have joined us in person, those Shareholders who are entitled to vote and proxies who have
discretion as to how they vote, should have received a Voting or Proxy Form when they registered upon arrival at the
meeting. If you completed a postal vote, you don’t need to complete another Voting or Proxy form.
If you haven’t received a Voting or Proxy form, at the time of voting, please go to the Computershare desk in the foyer
where their representatives will be able to assist you. After voting, you should place your Voting or Proxy form in one
of the ballot boxes which will be passed around the room. I’ll invite you to vote after all the resolutions have been
introduced to the meeting.
I now declare voting open on all items of business. For those of you attending via the Computershare online meeting
platform, the resolutions will now be open in the Vote tab, please submit your votes at any time. I’ll give you a reminder
before I move to close voting.
[SLIDE 4: QUESTION PROCESS]
I’d now like to quickly summarise the process for asking questions.
Online questions can be submitted at any time. If you have a question to submit during the meeting, please select the
Q&A tab on the right half of your screen at anytime, as currently shown. Type your question into the field and press
send. Your question will be immediately submitted. Should you require assistance of any sort, you can type your
query and one of the Computershare team will assist using the chat function. Alternatively, you can call
Computershare on 0800-650-034.
Please note that whilst you can submit questions from now on, I won’t address them until the relevant time in the
meeting. Please also note that your questions may be moderated or, if we receive multiple questions on one topic,
amalgamated together.
Finally, due to time constraints and to ensure all shareholders have a chance to ask a question, I ask that you limit
yourself to asking two questions. We may run out of time to answer all your questions but, if this happens, we’ll
answer them in due course via email.
For those of you present, we’ll offer you an opportunity to ask questions on, or speak to, each resolution being put to
shareholders at the appropriate time. As I indicated there will also be an opportunity to ask questions of individual
Directors informally after the meeting.
[SLIDE 5: WELCOME AND CHAIR’S REVIEW]
[cover slide]
[SLIDE 6: WELCOME AND CHAIR’S REVIEW]
Before I go any further, I’d like to take a minute to introduce my fellow Directors who are in attendance either in
person or online. They are:

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• Andy Borland, our Managing Director
• Tony Batterton, Chair of Scales’ Nominations and Remuneration Committee and Finance and Treasury
Committee, and also an Independent Director
• Miranda Burdon, Independent Director
• Nick Harris, Independent Director
• Alan Isaac, Chair of Scales’ Audit and Risk Management Committee and also an Independent Director
• Nadine Tunley, Chair of the Health & Safety and Sustainability Committee and an Independent Director, and
• Qi Xin, Director, who is attending online.
Members of Scales’ management and staff, Deloitte and Anthony Harper are also in attendance, and I’m delighted to
welcome everyone to the meeting.
[Pause]
As far as 2023 was concerned, it was a testing year for the Group. However, we were pleased to report a commendable
result of Underlying Net Profit After Tax Attributable to Shareholders of $19.0 million, which was at the top end of our
2023 Guidance range. This was only possible thanks to the work of our management teams and staff, who worked
extremely hard, often in extremely difficult conditions during and after the extreme weather events of 2023. Health
and safety has always been a top priority for us, and the importance of this was confirmed during the Cyclone with
our ‘people first’ culture shining through. We were also delighted to implement several people initiatives throughout
the year and we’ll continue to progress these and other initiatives over the coming year.
The 2023 year demonstrated that our diversified strategy contributed positively to our result, with Global Proteins
delivering a strong performance during a period when Horticulture was impacted by Cyclone Gabrielle. Dividends of
8.5 cents per share have been declared for the 2023 financial year, with this representing 63% of 2023 Underlying Net
Profit after Tax Attributable to Shareholders.
You will hopefully have seen our recent press release, announcing the transaction with Bostock Group. This presents
a very exciting opportunity for the Horticulture division, with the acquisition of Premium variety orchards as well as
the remaining 50% of Profruit. Andy will provide additional information on the transaction later in the presentation.
In addition, we’re pleased to have increased our shareholding in Meateor Australia from 33% to 50%, as announced
yesterday. We believe that this is a strategically important investment for the Global Proteins division with excellent
prospects.
[SLIDE 7: OUR PEOPLE]
This next slide provides a summary of some of our workforce statistics.
Having been with Scales for just over a year, I’ve come to appreciate the unique culture that exists within the Group.
This is especially important within Mr Apple, where staff numbers increase to over 2,000 people at peak season,

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making it crucial for Mr Apple to attract and retain personnel, promote a positive work culture and drive high
performance.
One of the numbers that we found particularly encouraging was the percentage of female leaders and management
personnel, which increased by 15 per cent compared to 2022. We’re committed to further developing a diverse and
inclusive work environment and we look forward to monitoring progress on this in future years.
[SLIDE 7: OUR TEAMS]
As the Group develops, so does the shape of our team. Our people are one of Scales’ significant assets and we
recognise the importance of developing skilled teams in all of our Group businesses, irrespective of their size or the
nature of their operations. We believe that investment in our people will not only benefit our employees but will also
be advantageous to overall business growth.
We extend a warm welcome to the new team members across our European Joint venture and through the recent
Bostock transaction. We’re seeking to expand our Global Proteins teams, including in our joint venture businesses, to
support their growth.
Additionally, we are excited with the talent development across the Group, with some exceptional emerging leaders
who are leveraging the deep experience we have across our divisions.
On behalf of the Board, I’d like to again say a very big thank you to all Scales staff for their continued effort, hard work
and dedication.
[SLIDE 9: GOVERNANCE]
We completed this phase of our Board refreshment and succession programme in 2023 with the appointment of Tony
Batterton in August. Tony brings extensive private equity, investment banking and governance experience in NZX
listed companies. As Tony was appointed by the Board during the year, he is required to offer himself for election by
shareholders at this meeting and you’ll have the opportunity to hear directly from him later prior to voting.
I’d also like to take the opportunity to announce the appointment of Nadine Tunley as Chief Risk Officer of Scales. This
is a newly created position to focus on health and safety, sustainability and compliance and we are thrilled to have
Nadine as part of the senior management team. Unfortunately, by taking this role, it means that Nadine will be retiring
from the Board at the end of August, but we believe her experience will be invaluable in this newly created position.
At this stage we don’t intend to seek a replacement for Nadine on the Board. I’d also note that there will be no increase
in directors’ fees paid to other directors as a result of Nadine’s resignation.
We also welcome Emma Wheeler as our sixth Future Director. Emma is currently Chief Commercial Officer for Trust
Codes, a company that provides brand protection, anti-counterfeit and consumer engagement solutions and we look
forward to having Emma as part of our team.
[Pause]

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I’d now like to hand you over to Andy, who’ll update you further on last year’s results and activities, provide a business
update and also summarise the outlook for the Group. Following Andy’s presentation, we’ll move to the formal
business of the meeting. As always, we welcome feedback on any of the matters raised during today’s presentation
or other general matters in relation to the Group.
Address by the Managing Director: Andy Borland
[SLIDE 10: MANAGING DIRECTOR’S REVIEW]
[Cover slide]
[SLIDE 11: MANAGING DIRECTOR’S REVIEW - AGENDA]
Thank you Mike, and good afternoon everyone. The current slide summarises the topics that I’ll cover in my
presentation today, which includes:
• A review of 2023
• A summary of our progress on Climate-Related Disclosures
• Details of the Bostock transaction and an analysis of Global Proteins, and
• A summary of current trading and the outlook for the Group.
[SLIDE 12: REVIEW OF 2023]
I’ll start with a brief review of 2023.
[SLIDE 13: 2023 IN NUMBERS]
This current slide summarises various financial and volumetric measurements for 2023, some of which I’ll provide
more information on later. Notwithstanding the impacts of Cyclone Gabrielle last year, the Group continues to
perform well and has an excellent foundation for further growth.
[SLIDE 14: OUR STAFF]
Our staff are the standout performers of Scales and we’re indebted to everyone for their hard work and dedication,
particularly following the Cyclone. After the Cyclone our primary focus was on supporting our people and community
with tailored assistance, wellbeing initiatives, medical checks and practical support and, whilst the recovery effort was
larger than initially predicted, the 2024 harvest is testament to the effort that was expended.
Health, safety and wellbeing is one of our top priorities and continues to be a focus everyday. A shift to a Health,
Safety and Wellbeing Partnership model at Mr Apple has resulted in a reduction in its LTI rate of 43% since 2022, and
this has been supported by an in-house physiotherapist working with our on-orchard and post-harvest teams on injury
prevention and recovery.
We also continue to partner with Pacific Island governments to develop recruitment plans for our RSE workers that
meet the goals of both their respective communities and those of Mr Apple.
[SLIDE 15: TRENDS IN GROUP FINANCIAL PERFORMANCE]

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The graphs on this slide illustrate our earnings and revenue over the last 5 years. This includes the admirable
performance of 2023, despite the challenges that were presented to us.
[SLIDE 16: GROUP FINANCIAL PERFORMANCE]
Moving on to some more detail in respect of our 2023 results.
Reported NPAT Attributable to Shareholders was $5.2 million, down from $19.4 million in 2022, This decrease was
due in part to goodwill impairment and asset write-downs at Mr Apple, which had a combined post-tax earnings impact
of $10.9 million. Underlying NPAT Attributable to Shareholders was $19.0 million, which at the top end of our
Guidance range for last year.
[SLIDE 17: TRENDS IN DIVISIONAL UNDERLYING EBITDA]
You can see the trends in Underlying EBITDA for each of the divisions on the current slide. Of particular note is the
growth in the Global Proteins division since 2019, and I’ll provide further information on our plans for the division later
in my presentation.
[SLIDE 18: GLOBAL PROTEINS – PERFORMANCE]
I’ll now touch on each of the divisions in a bit more detail, starting with Global Proteins.
Following record results in 2022, there was a decrease in petfood ingredients volumes, revenue and Underlying EBITDA
in 2023. This was primarily due to petfood ingredient customers returning to lower, pre-COVID, inventory levels, which
resulted in lower volumes sold. We also continued to incur start-up losses during the transition of our Australian
business and the establishment of Esro Petfood. However, we benefited from a full year’s contribution from Fayman,
with this edible proteins business complementing our petfood ingredient operations.
Pleasingly, our 2023 profit margins were in line with the prior year. And, as you can see from the graph at the bottom
right of the slide, both the revenue and Underlying EBITDA per kilogram of petfood ingredients sold have also been
improving over time, in line with the execution of our strategic initiatives.
[SLIDE 19: HORTICULTURE – PERFORMANCE]
The resilience of the Horticulture division was apparent in 2023, with the division generating an admirable result in
the wake of Cyclone Gabrielle. It experienced a decrease in both revenue and Underlying EBITDA, primarily due to
lower volumes following the Cyclone, with export volumes of 2.7 million TCEs compared to 3.3 million TCEs in 2022.
However, pleasingly, margins remained in line with the prior year.
There was a continued focus on Premium volumes, and a strong performance by Dazzle
TM
and Posy
TM
within Asia and
the Middle East regions.
[SLIDE 20: HORTICULTURE – REMEDIATION OF DAMAGED ORCHARDS]

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This slide shows just a couple of the images that captured the condition of our orchards immediately following Cyclone
Gabrielle. As you can see from the ’before’ photos, the land and trees were devastated but, looking at the ‘after’
photos, it’s almost hard to believe that the Cyclone had such a devastating effect.
Fortunately, the impact of Cyclone Gabrielle is largely expected to be limited to last year’s apple season.
[SLIDE 21: LOGISTICS – PERFORMANCE]
Logistics produced a steady result despite the impact of reduced volumes of produce and the need to navigate
difficulties in key trade routes. However, it performed strongly, producing earnings that were in line with the results
of 2019 to 2021. Both financially and operationally, Logistics continues to be extremely strategically important to
Scales.
[SLIDE 22: BALANCE SHEET]
Our balance sheet continues to show a strong financial position.
The decrease in Net Cash was primarily due to a few factors including capital expenditure (including Cyclone-related
capex), dividend payments (including those to minority shareholders) and our investments into Fayman, Meateor
Australia and Esro Petfood.
And the drop in Group Return on Capital Employed was a result of our lower earnings.
[SLIDE 23: CLIMATE-RELATED DISCLOSURES]
I’d now like to touch on the work that we’ve undertaken in the preparation of our first Climate-Related Disclosures, or
CRD, report.
[SLIDE 24: CLIMATE-RELATED DISCLOSURES]
We were very pleased to publish our first CRD report earlier this year. For this, we undertook a climate assessment
process across the 3 divisions for 3 different climate scenarios.
The intention is that these scenarios will be considered whilst we undertake our strategic refresh, as we continue to
embed the consideration of climate risks and opportunities into our business processes. This process will result in us
setting group targets as one of our outcomes.
Whilst we haven’t yet completed a standalone transition plan, we’re already undertaking several transition initiatives.
These will address the climate challenges and opportunities that were identified in our CRD report.
[SLIDE 25: BUSINESS UPDATE]
[SLIDE 26: TRANSACTION WITH BOSTOCK GROUP]
Moving on to the recently announced transaction with Bostock Group.
[SLIDE 27: SUMMARY OF THE TRANSACTION]

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In this transaction, we’ve agreed to purchase selected Bostock orchards together with the remaining 50% of Profruit.
This agreement provides us with:
• Around 240 hectares of planted orchard, which is geographically close to existing operations
• Approximately 48% of owned orchard, with the remainder leased
• A high concentration of Premium Dazzle
TM
plantings, providing meaningful future growth in this variety
• The anticipation that Premium varieties will represent around 80% of fruit sales in 2025 and
• The benefit of having Profruit as a 100% owned subsidiary.
We’re currently marketing 2 of our existing orchards for sale, meaning that Mr Apple’s total orchard area is expected
to remain largely unchanged following the transactions.
[SLIDE 28: OTHER IMPACTS]
Including the contribution from Profruit, we believe this transaction will be contribute around $10 to 12 million to
Horticulture’s EBITDA per annum over the medium-term, prior to the impact of orchard sales.
The purchase will initially be funded through a combination of debt and existing cash reserves, although the proceeds
from the sale of the Blyth and Te Papa orchards will be used to retire debt in due course.
The Bostock transaction is expected to complete in mid-June, with the sale of the Mr Apple orchards expected to
conclude in the second half of this year.
[SLIDE 29: ANALYSIS OF GLOBAL PROTEINS]
Moving on to a deeper dive into the Global Proteins division.
[SLIDE 30: THE GLOBAL PETFOOD MARKET]
We have confidence in the global petfood market due to a number of underlying market trends. These underpin this
large and growing market and include:
• Social and demographic changes particularly across millennials and Gen Z. They now represent the largest
proportion of pet owners and continue to grow due to the changes across their family and work environments
• This demographic is also more educated and has higher incomes, which is leading to increased spending,
supported by humanisation of pets and the explosion of science-based nutrition products
• Older age groups are also more likely to have pets due to associated companionship and health benefits
• And finally, the increasing middle-class is leading to growth across emerging markets. We’ve seen phenomenal
increases in pet ownership rates and spend across Asia, which have also coincided with other social and regulatory
changes.
Projected market growth for Asia, the USA and the EU is shown on the graph to the right. This is a market worth over
US$100 billion, supported by macro trends and that is expected to grow at 5%-6% CAGR between 2023 and 2029.
[SLIDE 31: A GLOBAL PLATFORM]

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The recent sector growth and its future potential has fuelled expansion by the key retail brands (that is, our customers)
both in the US and globally. As they expand their existing facilities and build new sites to increase capacity, they also
want to mitigate key risks including supply chain resilience and scarcity of ingredients. This has resulted in many of our
customers looking to develop longer-term, strategic relationships with key protein suppliers so they can focus on their
core business of building retail petfood brands and product development.
We believe that we can capitalise on this opportunity as we offer a number of beneficial factors:
• We’re integrated into the supply chains of the largest global pet food manufacturers
• We’re able to aggregate and offer multiple ingredient products to simplify our customers’ supply chain and
logistics
• We have a proven track record of providing a reliable, in specification and on-time service - this is important for
customers’ just in time operations
• And our recent strategic investments provide capacity for growth and a diverse production platform to solve our
customers’ challenges and leverage industry trends.
We’ve identified the market opportunity to partner with our customer globally and have been strategically investing
around the globe since 2018. We’re now operating in 4 different countries, sell across 6 key protein species, have a
diverse global customer base and are developing a worldclass team to execute on our plans.
[SLIDE 32: A PROVEN TRACK RECORD]
A you can see from this current slide, the Global Proteins division has had almost 30 years operating in the sector. This
experience provides an excellent platform for our recent and future growth. In particular, we’ve exhibited significant
growth since 2018 when we acquired 60% of Shelby, followed by expansion in Australia and development of European
operations.
We’re excited for the next chapter in the division’s development.
[SLIDE 33: STRONG GROWTH – NEW TARGET OF $70M UNDERLYING EBITDA]
We believe these embedded projects, many of which are either complete or in-development, will contribute
significantly to Global Proteins’ earnings over the next 4 years.
Our initial target for Global Proteins was to achieve $25 million of Underlying EBITDA by 2023. We achieved this in
2021, which not only demonstrated our ability to capture opportunities, but to also deliver on our strategic initiatives.
We expect this growth to continue based on the plans I’ve just discussed, and we’ve now re-set our target for Global
Proteins to achieve Underlying EBITDA of $70 million by 2027.
[SLIDE 34: SCALES’ AMBITION FOR GLOBAL PROTEINS]
We’re excited to announce this target, and also our ambition for Global Proteins, which is to be recognised by global
pet food brands as the world’s leading natural proteins ingredient supplier.
[SLIDE 35: OUTLOOK]

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Moving on to the outlook for the current year.
[SLIDE 36: 2024 TRADING UPDATE AND OUTLOOK]
I’m pleased to re-confirm our previously advised Guidance of Underlying Net Profit After Tax Attributable to
Shareholders of $30 to $35 million.
Global Proteins has started the year well despite ongoing rebalancing of petfood inventories by our customers.
Meateor Australia has met one of its significant milestones, with customer audits and approvals having been
completed. Fayman has also performed well in the year to date, with its volumes increasing over all of its major
markets.
Within Horticulture, the harvest is complete with a total pick of around 3.9 million TCEs. This is slightly below our
initial estimates due to a slower than expected recovery from the Cyclone and cold spring conditions that impacted
crop volume and fruit size. However, our export packout rate is expected to be in line with pre-Cyclone levels.
Early pricing indications are in line with expectations and we’re benefiting from global shipping rates that have reduced
faster than was previously anticipated.
Last, but not least, channel mix has resulted in a solid performance to date by Logistics.
Overall, our earnings expectations for 2024 remain unchanged, although the mix of divisional earnings may differ from
initially forecast.
[Pause]
And that concludes my presentation.
We’ll answer questions following the resolutions but, in the meantime, I’ll pass back to Mike to cover the formal part
of today’s meeting.
Address by the Chair: Mike Petersen
[SLIDE 37: ORDINARY RESOLUTIONS]
Thanks, Andy.
We’ll now move to the business of the meeting. All items of business are ordinary resolutions and are required to be
passed by a simple majority of votes.
Current best practice for Shareholder voting is by way of poll. Accordingly, a poll will be held for each of the
resolutions.
I and my fellow directors hold the following undirected proxies:
• With respect to Resolution 1, authorisation for the Directors to fix the auditor’s remuneration for the coming
year: 147,140 shares

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• With respect to Resolution 2, election of Tony Batterton as Non-Executive Independent Director: 143,297
shares
Your Board supports these resolutions and we intend to vote all these shares in favour of these resolutions.
[SLIDE 38: RESOLUTION 1]
I’ll now move onto each of the resolutions.
Resolution 1 relates to the remuneration of auditors. This proposed ordinary resolution is to authorise the Directors
to fix the auditor’s remuneration for the coming year. In accordance with the Companies Act, Deloitte has
automatically been reappointed as Scales’ auditor. As is usual with audit fees, due to the complexity and changing
nature of the company’s affairs, it is not possible to fix the remuneration at the beginning of the year.
I now move, as an ordinary resolution, that the Board is authorised to fix the auditor’s remuneration for the coming
year.
Are there any questions on this resolution?
[Q&A discussion on resolution 1, if any]
Thank you. We’ll now move to the next resolution.
[SLIDE 39: RESOLUTION 2]
Resolution 2 relates to the election of a Director appointed since the last Annual Meeting. The NZX Listing Rules state
Directors appointed by the Board must not hold office (without re-election) past the next annual meeting following
the Director’s appointment.
Resolution 2 relates to the re-election of Tony Batterton.
Tony was appointed to the Board in August 2023 and a brief biography for him was included in the Notice of Meeting.
Tony, being eligible, offers himself for re-election, and the Board unanimously supports his re-election and
recommends that shareholders vote in favour of Resolution 2.
I now invite Tony to briefly address the meeting on his proposed re-election.
Over to you Tony.
[Personal remarks from Tony]
Thanks Tony.
I now move, as an ordinary resolution, that Tony Batterton be re-elected as a Non-Executive Independent Director.
Are there any questions on this resolution?
[Q&A discussion on resolution 2, if any]
Thank you.

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We’ll now move to finalise the voting and will answer general questions.
[SLIDE 0: VOTING & QUESTIONS]
Once all the votes have been cast, they’ll be counted by the Company’s share registrar, Computershare, and scrutinised
by the Company’s auditor. The results of today’s meeting will be released to the NZX on the completion of verification
of voting.
If you have not already done so, please cast your votes now, and give your voting forms to Computershare, whilst we
take questions.
[SLIDE 41: QUESTION PROCESS – REMINDER]
If there are any questions on the financial results, the business update or any other matters you would like to raise,
for those online, please do so through the Computershare Online Meeting platform. A reminder of the process is
shown on screen.
For those of you present, I’ll open the floor to any questions. I want to remind everyone that if we run out of time to
answer all question now, we will respond to any additional questions in writing following the meeting.
[Q&A from shareholders present, if any]
Are there any questions from those online?
[Q&A from shareholders online, if any]
[SLIDE 42: COVER SLIDE]
[After the Q&A process]
Ladies and gentlemen that concludes our discussion on the items of business.
Shortly I’ll close the voting system. Please ensure that you have cast your vote on all resolutions. I’ll now pause to
allow you time to finalise those votes.
[wait for 60 seconds]
Voting is now closed.
The results of all votes will be released to the NZX later today.
Ladies and gentlemen, there does not appear to be any further business for discussion, so that brings us to the end of
formal business for Scales Corporation’s 2024 Annual Shareholders’ Meeting. I would like to thank you all for taking
the time to connect with us today, be it online or in person.
I now declare the meeting closed. I invite those present to stay on for light refreshments and the opportunity to have
informal discussions with Directors. Thank you.
[ENDS]

---

SCALES CORPORATION LIMITED
Bringing Nutrition to the World
5 June 2024
2024 Annual Shareholders’ Meeting

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Scales – 2024 Annual Shareholders’ Meeting
1.Welcome and Chair’s Review
2.Managing Director’s Review
a)Review of 2023
b)Climate-Related Disclosures
c)Business Update
•Transaction with Bostock Group
•Analysis of Global Proteins
d)Outlook
3.Ordinary Resolutions
4.Voting and Questions

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Scales – 2024 Annual Shareholders’ Meeting
•Once the voting has been opened, the resolutions and
voting options will allow voting
•To vote, simply click on the ‘Vote’ tab, and select your
voting direction from the options shown on the screen
•You can vote for all resolutions at once or by each
resolution
•Your vote has been cast when the green tick appears
•To change your vote, select ‘Change Your Vote’
Shareholder and proxyholder voting

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Scales – 2024 Annual Shareholders’ Meeting
•Written Questions:
•Questions may be submitted ahead of the meeting
•If you have a question to submit during the meeting, please
select the ‘Q&A’ tab on the right half of your screen at anytime
•Type your question into the field and press submit
•Your question will be immediately submitted
•Help:
•The Q&A tab can also be used for immediate help
•If you need assistance, please submit your query in the same
manner as typing a question and a Computershare
representative will respond to you directly
Shareholder and proxyholder Q&A participation

1. Welcome and Chair’s Review

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Scales – 2024 Annual Shareholders’ Meeting
•Delighted to welcome all shareholders and stakeholders to the meeting, both in person and online
•Delivered a commendable performance in 2023 in a testing year:
oEmployees, and their health and safety, continue to be our main concern, with several people initiatives implemented in 2023
oUnderlying result at the top end of FY23 Guidance range, dividends of 8.5 cents per share declared for FY23
oPerformance benefited from diversified strategy:
✓Strong performance by Global Proteins, reflecting the ability of the division to execute its strategy and adjust to market conditions
✓Admirable Horticulture result following the effects of Cyclone Gabrielle
✓Solid result from Logistics despite the impact of lower volumes and geopolitical tensions in key trade routes
•Very pleased to recently announce the acquisition of selected orchard assets and the remaining 50% of Profruit from Bostock Group:
oExcited for the opportunities that this presents
oSolidifies and accelerates our strategy to focus on the sale of Premium varieties to Asia and the Middle East markets
oExtremely happy to have Profruit as a wholly-owned subsidiary in the Scales Group
•Increase in our Meateor Australia shareholding

7
Scales – 2024 Annual Shareholders’ Meeting
~600
permanent staff members
43%
female senior leadership /
management staff
47 years
longest serving employee
>1,200
RSE workers
39
operational sites
*
36%
permanent female staff
Scales-wide
* Owned or leased

8
Scales – 2024 Annual Shareholders’ Meeting
•Our people are a significant asset:
•Very pleased to welcome the Esro team to the Group in August 2023
•Seeking to expand our Global Proteins teams, including in our joint venture businesses, to
support their growth
•Looking forward to fully integrating the Profruit team and welcoming the team members
that will join us through the Bostock transaction
•Excited by the talent development across the Group, with some exceptional emerging
leaders who are leveraging the deep experience we have across our divisions
•A big thank you to all Scales staff for their continued effort, hard work and dedication
Focussed on the development of skilled teams in all of our Group businesses

9
Scales – 2024 Annual Shareholders’ Meeting
•Tony Batterton appointed as Independent Non-Executive Director:
▪Effective 22 August 2023
▪Tony brings extensive private equity, investment banking and governance experience
•Pleased to announce the appointment of Nadine Tunley as Chief Risk Officer of Scales:
▪Newly created position to focus on health and safety, sustainability and compliance
▪Nadine will retire from the Board on 31 August 2024
▪No intention at this stage to seek a replacement
•Also pleased to announce our continued support of the Institute of Directors Future Directors
programme, welcoming Emma Wheeler as our sixth Future Director
Completed our Board refreshment and succession programme
Tony Batterton

2. Managing Director’s Review

11
Scales – 2024 Annual Shareholders’ Meeting
a)Review of 2023
b)Climate-Related Disclosures
c)Business Update
•Transaction with Bostock Group
•Analysis of Global Proteins
d)Outlook

a. Review of 2023

13
Scales – 2024 Annual Shareholders’ Meeting
First
Sustainability Policy and
Emissions Inventory
Policy developed
* Includes 100% of volumes from relevant businesses, i.e. total volumes controlled directly and indirectly by Global Proteins, but excludes volumes sold by Meateor Australia and Esro Petfood
** Mr Apple, outside growers and Fern Ridge Fresh
First
Climate-Related
Disclosures report
prepared
3,920,000
TCEs of apples exported
**

(2022: 4,580,000)
2,733,000
TCEs of own-grown
apples exported
(2022: 3,324,000)
26,010 TEUs
of ocean freight managed
(2022: 27,580 TEUs)
$12.0m
net cash
(2022: $27.0m)
8.5 cents
dividends declared
per share
(2022: 19.0 cents)
137,477 MT
petfood ingredients sold
*
(2022: 158,595 MT)
10.8%
ROCE
(2022: 13.5%)
5.8m litres
of juice sold
(2022: 5.7m litres)
$565.4m
revenue
(2022: $619.2m)

14
Scales – 2024 Annual Shareholders’ Meeting
•Indebted to our team for the hard work and dedication following the cyclone event:
•A larger than predicted recovery effort following Cyclone Gabrielle required extensive orchard
remediation
•Accordingly, our primary focus was on supporting our people and community with tailored assistance,
wellbeing initiatives, medical checks and practical support
•Health, safety and wellbeing is one of our top priorities and continues to be a focus for our
everyday operations:
•Mr Apple shifted to a Health, Safety and Wellbeing Partnership model, meaning more on-site support,
proactive action and a reduction in its Lost Time Injury (LTI) rate of 43% since 2022
•Supported by the ongoing use of an in-house Injury Management Specialist (physiotherapist) to work
with
on-orchard and post-harvest teams on injury prevention and recovery
•Continue to partner with Pacific Island governments to develop RSE recruitment plans that meet
the goals of both their respective communities and Mr Apple
Our staff are the standout performers of Scales

15
Scales – 2024 Annual Shareholders’ Meeting
Underlying EBITDA
Underlying NPAT
Attributable to Shareholders
Revenue

16
Scales – 2024 Annual Shareholders’ Meeting
Positive results in a testing year
•Reported NPAT Attributable to Shareholders of $5.2m, down 73% (2022: $19.4m):
•The impact of Cyclone Gabrielle and market conditions resulted in goodwill impairment and asset write-downs at Mr Apple (post-tax earnings impact of $10.9m)
•Underlying NPAT Attributable to Shareholders of $19.0m, down 31% (2022: $27.6m)
•Underlying NPAT of $38.4m, down 17% (2022: $46.4m)
•Underlying EBITDA of $67.5m, down 13% (2022: $77.9m)
•Revenue of $565.4m, down 9% (2022: $619.2m)

17
Scales – 2024 Annual Shareholders’ Meeting
Global ProteinsLogisticsHorticulture

18
Scales – 2024 Annual Shareholders’ Meeting
Global Proteins - Volumes Sold (MT 000s)
•Decrease in petfood ingredients volumes, revenue and Underlying EBITDA
reflects:
◦Petfood ingredient customers returning to lower, pre-COVID, inventory levels
resulting in lower volumes sold
◦Transition of Australian business and start-up phase of Esro Petfood
•Pleasing performance from Fayman, complementing our petfood
ingredients operations
•Pleased to note that the FY23 profit margins were in line with FY22
•Revenue and EBITDA per KG sold have been improving over time with our
strategic initiatives
Solid results during post-COVID inventory rebalancing
* 2022 edible protein volumes are for a 2 month period
** 2023 petfood ingredient volumes exclude those sold at Meateor Australia and Esro Petfood, both operational by 4Q23
Petfood Ingredients - Revenue and Underlying EBITDA / KG

19
Scales – 2024 Annual Shareholders’ Meeting
Commendable results given significant physical, financial and volumetric impacts of Cyclone Gabrielle
•Decrease in revenue and Underlying EBITDA primarily due to lower volumes
•Pleasingly, margins remained in line with 2022
•Continued increased focus on Premium varieties
•Strong performance from Dazzle
TM
and Posy
TM
within the Asia and Middle East markets
Mr Apple Own Export Volumes (TCE 000s)Movement in Premium Volumes (TCE 000s)

20
Scales – 2024 Annual Shareholders’ Meeting
Evidence of the “fruits” of our team’s hard work
•Total planted orchard area currently around 1,100 hectares, approximately only 5% below the total area at the same time last year
Before
Before
After
After

21
Scales – 2024 Annual Shareholders’ Meeting
Steady results delivered by the Logistics division
•Decrease in revenue and Underlying EBITDA:
◦Ocean freight volumes impacted by Cyclone Gabrielle and geopolitical tensions in key trade routes
◦Airfreight volumes in part affected by a slow start to the stone fruit season
•The division continues to bring extremely important strategic value to the Group

22
Scales – 2024 Annual Shareholders’ Meeting
Scales continues to operate with a strong financial position
•Movement in Net Cash primarily relates to:
◦Capital expenditure (a significant proportion being Cyclone-related, principally in respect of the re-planting and grafting of trees)
◦Dividend payments (including payments to minority shareholders)
◦Investment in Fayman, Meateor Australia and Esro Petfood
•Group Return on Capital Employed (ROCE) affected by lower FY23 earnings
Net Cash Reconciliation ($m)

b. Climate-Related Disclosures

24
Scales – 2024 Annual Shareholders’ Meeting
Inaugural Climate-Related Disclosures (CRD) Report published
•Using 3 climate scenarios we undertook a climate assessment process across the 3 divisions
•The intention is that these will inform our strategic refresh as we continue to embed climate risk and opportunity into business
processes, which will include group targets as an outcome of our Group strategic refresh
•Whilst we have not yet completed a standalone transition plan, we are already undertaking several transition initiatives which will
address the climate challenges and opportunities identified in our CRD report

c. Business Update

Transaction with Bostock Group

27
Scales – 2024 Annual Shareholders’ Meeting
Acquisition of selected orchard assets and remaining 50% of Profruit from Bostock Group
•Acquisition of ~240ha of planted orchard:
◦~114ha of owned orchard
◦Assignment of ~126ha of leased orchard
•Strong geographical alignment to existing Mr Apple orchards and increased utilisation of post-
harvest infrastructure
•High concentration of Dazzle
TM
plantings (~110ha):
◦Accelerates Mr Apple with increased production, packing and export of Dazzle
TM
◦Acquired orchards also include High-Colour Fuji and Royal Gala plantings
•Premium fruit expected to represent nearly 80% of 2025 Mr Apple fruit sales
(compared with 64% in 2023)
•Profruit to become a wholly-owned subsidiary of Scales
•Proposed sale of 2 orchards (Blyth and Te Papa) with a combined planted area
of ~186ha:
◦Mr Apple’s total orchard area is expected to be largely unchanged following the transactions
Dazzle
TM
& Posy
TM
, Total Exported Volume (TCE 000s)

28
Scales – 2024 Annual Shareholders’ Meeting
The transaction is expected to contribute ~$10m-$12m p.a. to EBITDA over the medium-term, prior to orchard sales
•Profit contribution includes an increased share of Profruit earnings together with
anticipated margins achieved by bringing the responsibility for shipping and
marketing in-house
•Expected contribution is prior to the EBITDA impact from selling Blyth and
Te Papa orchards
•The purchase price will initially be funded through a combination of debt and
existing cash reserves:
◦Proceeds from the orchard sales will be used to retire additional debt raised
•The transaction is expected to complete in mid-June 2024:
◦The Mr Apple orchard sales are expected to conclude in the second half of the year

Analysis of Global Proteins

30
Scales – 2024 Annual Shareholders’ Meeting
Large and growing market underpinned by powerful global trends
Trends
•Social and demographic changes, particularly across millennials and
Gen Z – they now represent the largest proportion of pet owners and
continue to grow due to the changes across their family and work
environments
•This demographic is also more educated and has higher incomes,
which is leading to increased spending, supported by humanisation of
pets and the explosion of science-based nutrition products
•Older age groups are also more likely to have pets due to associated
companionship and health benefits
•The increasing middle-class is leading to growth across emerging
markets - we have seen large increases in pet ownership rates and
spend across Asia, which have also coincided with other social and
regulatory changes
>US$100b market supported by macro trends,
expected to grow at 5%-6% CAGR
CAGR:
2023-2029
6.1%
5.3%
1.00
1.05
1.10
1.15
1.20
1.25
1.30
1.35
1.40
1.45
1.50
2023202420252026202720282029
AsiaUSEU
4.6%
Market growth 2023-2029

31
Scales – 2024 Annual Shareholders’ Meeting
Global Proteins is strongly positioned to benefit from growing global demand for the reliable supply of diverse proteins

32
Scales – 2024 Annual Shareholders’ Meeting
Almost 30 years of experience providing the platform for recent and future growth
1995
Meateor NZ
established
2022
•Scales acquires 33% of
Meateor Australia
•Scales acquires 50% of
Fayman International and
42.5% of ANZ Exports
•New product
development in the USA
2023
New production
facility in Melbourne
2023
Acquire 50%
shareholding in
Esro Petfood
2024
Developing a new
site in Netherlands
(to replace Belgium)
2024
New toll processing site
for Shelby, increased
capacity is underpinned
by a multi-year agreement
with a significant
customer
2018
Scales acquires
60% of Shelby
2019
50/50 JV established
between Meateor NZ
and Alliance
2020
New toll processing
facility commissioned
for Shelby
2023
Esro Petfood
commission new
production facility in
Belgium
1995201520202025
ESTABLISHED AND PROVEN GLOBAL GROWTH PLATFORM
2023
New blending capability
in the USA and NZ
2024
Shelby has commissioned a new in-plant
collection system, with a long-term supply
agreement with a key pork supplier
2025
Exploring potential
locations to expand
Esro Petfood
2005
Meateor NZ moves
from toll processing
to exporting venison
and lamb
internationally
2003
Meateor NZ develops
its Dunedin site
2024
Increased
shareholding
in Meateor
Australia

33
Scales – 2024 Annual Shareholders’ Meeting
Global Proteins’ strategic target of $25m Underlying EBITDA by FY23 was achieved in FY21
– the new target is $70m Underlying EBITDA by FY27
$83.1m
$155.1m
$173.7m
$218.9m
$319.9m
$298.5m
$330.0m
$10.2m
$13.5m
$23.1m
$33.4m
$60.2m
$54.5m
$70.0m
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
$0m
$50m
$100m
$150m
$200m
$250m
$300m
$350m
201820192020202120222023≈2027
RevenueEBITDAEBITDA margin
Global Proteins revenue (lhs), Underlying EBITDA (lhs) and Underlying EBITDA margin (rhs)

34
Scales – 2024 Annual Shareholders’ Meeting
To be recognised by global petfood
brands as the world’s leading
natural proteins ingredient supplier

d. Outlook

36
Scales – 2024 Annual Shareholders’ Meeting
Global Proteins
•Positive start to the year despite ongoing rebalancing of customers’ petfood inventories
•Customer audits and approvals now complete at Meateor Australia, which was a significant milestone
•Strong performance from Fayman, increasing volumes across all major markets
Horticulture
•Harvest completed with total pick of ~3.9m TCEs:
◦Slower than expected recovery from the Cyclone and cold spring conditions impacted crop volume and fruit size
•Export packout rate of picked fruit expected to be in line with years prior to 2023
•Initial pricing indications are in line with expectations
•Shipping costs have reduced faster than forecast
Logistics
•Higher volumes and channel mix has resulted in solid performance to date
Group
•Overall earnings expectations for the year remains unchanged, although divisional mix may differ
Mr Apple Pick and Packout
Pleased to re-confirm FY24 Guidance as previously advised of Underlying Net Profit after Tax Attributable to
Shareholders of between $30.0 million to $35.0 million

3. Ordinary Resolutions

38
Scales – 2024 Annual Shareholders’ Meeting
That the Board is authorised to fix the auditor’s remuneration for the coming year

39
Scales – 2024 Annual Shareholders’ Meeting
Having been appointed during the year by the Board and holding office only until the Annual Meeting,
that Tony Batterton be elected as a Non-Executive Independent Director
•Tony’s current external roles include:
◦Independent Non-Executive Director of Briscoe Group Limited
◦Partner and Director of Evergreen Partners
◦Non-Executive Director of NZ Fine Touring Group

4. Voting and Questions

41
Scales – 2024 Annual Shareholders’ Meeting
•Written Questions:
•Questions may be submitted ahead of the meeting
•If you have a question to submit during the meeting, please
select the ‘Q&A’ tab on the right half of your screen at anytime
•Type your question into the field and press submit
•Your question will be immediately submitted
•Help:
•The Q&A tab can also be used for immediate help
•If you need assistance, please submit your query in the same
manner as typing a question and a Computershare
representative will respond to you directly
Shareholder and proxyholder Q&A participation

Scales Corporation Limited
2024 Annual Shareholders’ Meeting
Scales Corporation Limited
2024 Annual Shareholders’ Meeting

43
Scales – 2024 Annual Shareholders’ Meeting
The information in this presentation has been prepared by Scales Corporation Limited with due care and attention. However, neither Scales Corporation Limited nor any of its directors, employees,
shareholders nor any other person shall have any liability whatsoever to any person for any loss (including, without limitation, arising from any fault or negligence) arising from this presentation or
any information supplied in connection with it.
This presentation supplements our full year results announcement. It should be read subject to and in conjunction with the additional information in that release, and other material which we have
released to the NZX.
This presentation may contain projections or forward-looking statements regarding a variety of items. Such projections or forward-looking statements are based on current expectations, estimates
and assumptions and are subject to a number of risks, uncertainties and assumptions. There is no assurance that results contemplated in any projections and forward-looking statements in this
presentation will be realised. Actual results may differ materially from those projected in this presentation. No person is under any obligation to update this presentation at any time after its release
to you or to provide you with further information about Scales Corporation Limited.
Our results are reported under NZ IFRS. This presentation includes non-GAAP financial measures which are not prepared in accordance with NZ IFRS. The non-GAAP financial measures used in
this presentation include:
•EBITDA. We calculate EBITDA by adding back (or deducting) depreciation, amortisation, finance charges / (revenue), and taxation expense to net earnings / (loss) from continuing operations
•EBIT. We calculate EBIT by adding back (or deducting) finance charges / (revenue), and taxation expense to net earnings / (loss) from continuing operations
•Underlying EBITDA and EBIT are calculated by adding back (or deducting) certain non cash NZ IFRS and other adjustments
•Underlying Net Profit is calculated by adding back or (or deducting) the after-tax effect of certain non cash NZ IFRS and other adjustments
A full reconciliation of Underlying to reported measures is provided in our Annual Report.
We believe that these non-GAAP financial measures provide useful information to readers to assist in the understanding of our financial performance, financial position or returns, but that they
should not be viewed in isolation, nor considered as a substitute for measures reported in accordance with NZ IFRS. Non-GAAP financial measures may not be comparable to similarly titled
amounts reported by other companies.
Forward-looking statements are subject to any material adverse events, significant one-off expenses or other unforeseeable circumstances.
The information in this presentation is of a general nature and does not constitute financial product advice, investment advice or any recommendation. Nothing in this presentation constitutes
legal, financial, tax or other advice.

---

NZX Release


5 June 2024

SCALES CORPORATION ANNUAL SHAREHOLDERS’ MEETING

Scales’ Annual Shareholders’ Meeting (ASM) will be held at 3.30pm today. Attached are the following
documents relating to the meeting:
• Chair and Managing Director’s addresses
• Presentation

As noted in the ASM documents, Scales’ Board are pleased to advise the appointment of Nadine
Tunley as Chief Risk Officer for Scales. This is a newly created position which will focus on health and
safety, sustainability and compliance. As a result of taking this new role, Nadine will be retiring from
the Board at the end of August.

Also contained in the documents is further analysis and information on the Global Proteins division.
The Board would like to advise that, as part of the ongoing strategic and operational work on the
division, that they have set a 2027 divisional Underlying EBITDA target of $70 million.

Managing Director Andy Borland says: “The Global Proteins division has achieved strong growth in
recent years. With favourable industry macro trends, great businesses and teams in the division and a
number of initiatives being worked on, we are confident of continuing this growth. Accordingly, we
have set an Underlying EBITDA target for the medium-term which, we think, is achievable. We will
continue to provide the market with further analysis into the division, including on the petfood industry,
Scales’ place in the industry and our strategy and growth initiatives.”

Lastly, the Board have re-confirmed FY2024 Guidance of Underlying Net Profit after Tax Attributable
to Shareholders of between $30.0 million and $35.0 million.

About Scales Corporation
Scales Corporation is a diversified agribusiness group. It comprises three operating divisions: Global
Proteins, Horticulture and Logistics. The company’s diverse spread of activities gives Scales broad
exposure to the agribusiness sector. Scales Corporation was founded in 1897 as a shipping business
by George Scales. Today it has operations across New Zealand, Australia, United States and
Europe. Find out more at www.scalescorporation.co.nz