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Full Year Results to 30 June 2026 and Final Dividend

Full Year Results16 August 2026FRWIndustrials

Freightways FY26 Results
Monday, 17 August 2026

FRW: NZX | ASX

Disclaimer
Read this presentation with the financial statements: The financial results in this presentation should be read in conjunction with the financial statements

for the full year ended 30 June 2026, which can be found in the Freightways full year results announcement available on the NZX and ASX platforms.

No offer or investment advice: This presentation is for information purposes only. It is not a product disclosure statement, prospectus or investment

statement. Nothing in it constitutes an invitation to subscribe for shares, securities or financial products in Freightways, or financial product, legal,

financial, investment, tax or any other advice or a recommendation. Any investor should consult their own professional advisors and conduct their own

independent investigation of Freightways and the information contained in this presentation, including any statements relating to the future performance of

Freightways. The information in this presentation is given in good faith and has been obtained from sources believed to be reliable and accurate at the date

of this presentation.

Our non-GAAP information: Certain items of financial information included in this presentation are "non-GAAP" financial measures. These non-GAAP

financial measures do not have a standardised meaning prescribed by New Zealand Accounting Standards and so may not be comparable to similarly

named measures presented by other entities. Freightways believes that these measures provide useful information in measuring the financial position and

performance of the Freightways business. However, undue reliance should not be placed on non-GAAP financial measures included in this presentation.

Forward looking statements: This presentation may include forward‐looking statements regarding future events and the future financial performance of

Freightways. Such forward‐looking statements are based on current expectations and involve risks and uncertainties. Freightways cautions investors not to

place undue reliance on these forward-looking statements, which reflect Freightways’ views only as of the date of this presentation. Actual results may be

materially different from those stated in any forward‐looking statements. Freightways gives no warranty or representation as to its future financial

performance or any future matter. The information in this presentation is current at the date of this presentation, unless otherwise stated. Freightways is

not under any obligation to update this presentation after its release, whether as a result of new information, future events or otherwise.

Disclaimer: None of Freightways, its affiliates, or their respective advisers or representatives, give any warranty or representation as to the accuracy or

completeness of the information contained in this presentation, and exclude their liability to the maximum extent permitted by law.

Freightways FY26 Results | Slide 2

Presenters and Agenda
Slide 3

Mark Troughear

Chief Executive Officer

Overview, Divisional Performance,

and Outlook

Stephan Deschamps

Chief Financial Officer

Financial Summary

and Capital Management

Aaron Stubbing

General Manager, Express

Package

NZ Express Package

Neil Wilson

General Manager,

Freightways

AU Express Package & Information Management

Freightways FY26 Results | Slide 3

Overview
Freightways FY26 Results | Slide 4

•Our businesses have remained resilient in a complex economic

environment. Activity levels lifted in Q2 and Q3 across most lines

of business, but then quickly fell as higher fuel prices impacted

consumer demand. We promptly adjusted our fuel recovery

mechanisms

•The focus on improving margins remains intact, and it is pleasing

to see progress across a range of our businesses. We are also

focused on improving those that are lagging

•Economy services continued to enjoy higher demand than higher

priced premium services

•The Australian EP businesses continued their impressive

contribution with Allied performing particularly well and VTFE

contributing 5 months of earnings

•Balance sheet in the mid-range of policy post the VTFE

acquisition

Stephan Deschamps | Chief Financial Officer
Financial Summary and

Capital Management

Freightways FY26 Results | Slide 5

Note:
•*Non-GAAP (Generally Accepted Accounting Principles)

• cps – cents per share

Financial Highlights

Revenue

13.5%

to $1,463.6m

* EBITA growth

14.6%

to $181.6m

NPAT grow th

17.3%

to $94m

* EBITA margin

12.4%

from 12.3% FY25

Basic earnings

per share

17.2%

to 52.4cps

Net Debt/

EBITDA

2.4X

Cash Generated

From Operations

14.9%

to $279.4m

Dividend

(FY)

12.5%

to 45c ( 40c in FY25)

Freightways FY26 Results | Slide 6

Australia Growing as a Contributor to Group Results
Freightways FY26 Results | Slide 7

NZ

62%

AU

38%

EBITA FY26

NZ

66%

AU

34%

EBITA FY25

NZ

61%

AU

39%

Revenue FY26

NZ

64%

AU

36%

Revenue FY25

Notes
FY26

$m

FY25

$m

Change

%

Operating Revenue

1,463.61,289.613.5

EBITA (non-GAAP)1

181.6158.414.6

EBITA margin

12.4%12.3%

NPAT2

94.080.117.3

NPAT margin

6.4%6.2%

Basic Earnings Per Share (cents)

52.444.717.2

Notes:

>Results in this table are after adjustments for NZ IFRS16 (Leases)

>Refer to appendices for reconciliation to results before NZ IFRS16

1. Operating profit before interest, tax and amortisation

2. Net profit after tax

Things Were Going Better Until...

FY26 Performance Overview:

•Clear signs of recovery in Q2 and Q3, abruptly

halted by the war in the Middle East

•Current demand has not returned to pre-

Middle East war levels

•More modest inflationary pressure in our cost

base

•Slight margin improvement continues

Freightways FY26 Results | Slide 8

2.00
2.20

2.40

2.60

2.80

3.00

3.20

3.40

Jul-25

Aug-25

Sept-25

Oct-25

Nov-25

Dec-25

Jan-26

Feb-26

Mar-26

Apr-26

May-26

Jun-26

Jul-26

NZ 1y Bond Yield

3.0

3.2

3.4

3.6

3.8

4.0

4.2

4.4

4.6

4.8

Jun-24

Aug-24

Oct-24

Dec-24

Feb-25

Apr-25

Jun-25

Aug-25

Oct-25

Dec-25

Feb-26

Apr-26

Jun-26

AU 2y Bond Yield

External Economic Drivers Brought Recovery to a Halt

Freightways FY26 Results | Slide 9

100

150

200

250

300

350

400

Diesel Prices NZ

(NZD c/l)

0.0%
2.0%

4.0%

6.0%

8.0%

10.0%

-

20,000

40,000

60,000

80,000

100,000

*FY20*FY21*FY22FY23FY24FY25FY26

$000

Net Profit After Tax

NPATNPAT Margin

Further Margin Improvement Across

The Group

Note:

* For consistent comparison, EBITA and NPAT for FY20, FY21 and FY22 on this page exclude net non-recurring

expenses of approximately $9m, $23m and $4m, respectively. The non-recurring expenses include items such as

change in fair value of contingent considerations (earn-out accruals), impairment of intangible assets and inventory

write-down.

Margin performance:

•Focus on margin continues, with

many businesses showing

improvement

•Post Haste, DX and Allied

Expressparticularly strong in EP,

and TIMG NZ also showing good

progress

•Shred-X improved over last year

and should continue to strengthen

margins as their reset is largely

complete

•BCD remains impacted by the

economic environment and the

state of the Hospitality sector

0.0%

5.0%

10.0%

15.0%

20.0%

-

50,000

100,000

150,000

200,000

*FY20*FY21*FY22FY23FY24FY25FY26

$000

Earning Before Interest, Tax & Amortisation

EBITAEBITA Margin

Freightways FY26 Results | Slide 10

Leverage Reflects Acquisition Of VTFE From Feb 26
Note:

For consistent comparison, EBITDA for FY20, FY21 and FY22 in the graph above exclude net non-recurring expenses of approximately $9m, $23m and $4m, respectively.

The non-recurring expenses include items such as change in fair value of contingent considerations (earn-out accruals), impairment of intangible assets and inventory write-down.

0%

10%

20%

30%

40%

50%

60%

70%

FY20FY21FY22FY23FY24FY25FY26

Gearing (Net Debt / Equity)

Excluding lease liabilitiesIncluding lease liabilities

-

0.5

1.0

1.5

2.0

2.5

3.0

3.5

4.0

FY20FY21FY22FY23FY24FY25FY26

Times

Net Debt to EBITDA

Net debt to EBITDA (post IFRS16)Net debt to EBITDA (pre IFRS16)

Freightways FY26 Results | Slide 11

Notes:
•cps = Cents Per Share - Final dividend of 24cps, fully imputed in NZ, 49% franked in Australia

FY26 Dividend Increases By 12.5%

post IFRS16

FY26 Final

Dividend

24 cps

(FY 45cps)

FY25 Final

Dividend

21cps

(FY 40cps)

Freightways FY26 Results | Slide 12

0

5

10

15

20

25

30

35

40

45

50

20042005200620072008200920102011201220132014201520162017201820192020202120222023202420252026

Dividends (cps)

Mark Troughear | Chief Executive Officer
Aaron Stubbing | General Manager, Express Package

Neil Wilson | General Manager, Freightways

Divisional Performance

Express Package & Business Mail

Freightways FY26 Results | Slide 13

Notes
FY26

$m

FY25

$m

Change

%

Operating Revenue

1,235.21,061.016.4

EBITA (non-GAAP)1

168.1143.317.3

EBITA margin

13.6%13.5%

NPAT2

102.186.717.8

Notes:

•Results in this table are after adjustments for NZ IFRS16 (Leases)

•Refer to appendices for reconciliation to results before NZ IFRS16

•VTFE contributed $40m of revenue and $1.7m of NPAT (NZD)


1.Operating profit before interest, tax and amortisation

2.Net profit after tax

FY26 Express Package &

Business Mail

FY26 Performance Overview:

•Revenue growth driven by:

>Same-customer growth

>Net market share gains

>Price increases executed at the start of

the FY

>5 months of VTFE contribution

c.NZ$40m

•Allied, Post Haste and DX Mail all recorded

strong revenue and EBIT growth reflecting

strong momentum in their respective niches

•Overnight airfreight and point to point had

lower demand during the year (premium

services) but volume was generally picked up

in our economy services

•Big Chill had a positive Q2 and 3 before the

impact of higher fuel prices took toll on

consumer demand

•Higher fuel costs in FY26 impacted margins in

March and April as fuel prices rose

Freightways FY26 Results | Slide 14

•Item growth of 5.1%
>3.6% from net market share gains

(wins – losses)

>Same customer volumes were

positive for 3 quarters but fell to -1.2%

in Q4.

•A cost-conscious market has

supported growth in economy at the

expense of premium services

•Key Sector Trends (item change YoY)

>eCommerce sector: +73%

>Retail sector: (-5%)

>Manufacturing sector: Flat

>Health sector: +15%

•eCommerce volumes have moderated

over the last 2 months

FY26 NZ Network Items v pcp

5.1%

FY26 NZ Express Package Network Volume

Freightways FY26 Results | Slide 15

New Zealand

-3

-2

-1

0

1

2

3

4

5

6

7

Q1 FY26Q2 FY26Q3 FY26Q4 FY26

%

Express Package Item Growth YoY

Net Market Share GainsSame Customer

FY26 Temperature Controlled Volume
•Item growth of 3% from net market share gains

(wins – losses)

•Same customer volumes increased by 1% for full

year compared to prior year, but fell in Q4

•This business remains sensitive to the economic

environment due to the nature of the products that

we are distributing

•Overall 3PL warehouse utilisation sitting at 87%

nationwide. Continuing to assess best location for

expansion capacity

•Focus on route profitability and minimising flow

imbalances

•Introduction of the New Plymouth branch to the

Transport network supported a significant new

business gain of $1.8m. Further regional

expansion being considered

Freightways FY26 Results | Slide 16

•Item growth of 20%
>2% from net market share gains (wins

– losses)

>Same customer volumes increased

by 18%

•Additional capacity in VIC assisted

managing increased volume

•Allied’s big and bulky B2C niche

benefited from share of wallet growth

during FY26

•Over the last 6 weeks, we have seen

some softening of demand from some

of our larger B2C customers as well as

from B2B segments such as

construction

20%

FY26 Allied Express Network

Items v pcp

FY26 Allied Express Package Volume

Freightways FY26 Results | Slide 17

Australia

0

5

10

15

20

25

30

Q1 FY26Q2 FY26Q3 FY26Q4 FY26

%

Allied Express Item Growth YoY

Net Market Share GainsSame Customer

Air Network Update
•Airwork, our JV partner in Parcelair, was placed in

receivership in July 2025

•The business has continued to operate as a going concern

while the receivers worked through a sale process

•Both Airwork and Texel (our other air network supplier)

performed well in terms of scheduled reliability throughout

FY26

•We expect to maintain continuity of service regardless of the

future supplier of air network services

•We expect that by the end of 2026 the network will be

serviced completely by 787-800 aircraft. 787-800s are more

fuel efficient with additional payload capacity

•We expect the change to be mostly cost neutral for FRW,

other than incurring previously provisioned one-off

transition costs

Slide 18

Freightways FY26 Results | Slide 18

Divisional Performance
Information Management &

Waste Renewal

Mark Troughear | Chief Executive Officer

Neil Wilson | General Manager, Freightways

Freightways FY26 Results | Slide 19

Notes
FY26

$m

FY25

$m

Change

%

Operating Revenue

234.0233.60.2

EBITA (non-GAAP)1

31.631.31.0

EBITA margin

13.5%13.4%

NPAT2

16.917.3(2.3)

Notes:

•Results in this table are after adjustments for NZ IFRS16 (Leases)

•Refer to appendices for reconciliation to results before NZ IFRS16


1.Operating profit before interest, tax and amortisation

2.Net profit after tax

FY26 Information Management &

Waste Renewal

Slide 20

FY26 Performance Overview:

•Revenue stable with growth from pricing

improvement and waste renewal

>Document Destruction grew 4%

>Medical waste grew7%

>E-waste grew by 10%

•Document storage revenues grew by 3%

with pricing initiatives offsetting flat

volumes

•TIMGAU margins fell as a result of lower

digitalisation revenue

•Paper prices were lower during FY26 resulting

in 8% less revenue

•Shred-X reset largely complete with the

business on an improved margin run rate in Q4

Freightways FY26 Results | Slide 20

Shred-X | Med-X Margin Improvement
Shred-X 6 Monthly Rolling Average EBITA Margin

FY26 Performance Overview:

•Pick up network optimisation – 12% reduction

in driver FTE

•Focus on productivity / efficiency – 8%

reduction in staff FTE

•Pricing improvement initiatives over 2 years

•Improvements in HSE focus reducing

Workcover premiums

•Removal of low margin paper rebates (July

2026)

•Growth in IT Asset Disposal volumes

•Introduction of fuel surcharge to shield

against fuel spikes

4.8

5.4

4.1

4.6

7.3

7.8

8.7

8.3

8.3

9.0

8.3

8.7

9.4

-

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

9.0

10.0

Jun-25Jul-25Aug-25Sept-25Oct-25Nov-25Dec-25Jan-26Feb-26Mar-26Apr-26May-26Jun-26

%

Freightways FY26 Results | Slide 21

Information Management Revenue
TIMG AU Digital Revenues

Archive / Media

•Focus on running lean operations

to maximise returns

•Yield management approach

where warehouses are at or near

capacity using pricing and

destruction levers

•New business to fill lower

utilisation warehouses or new H3

products to develop alternative

uses

Digitalisation

•Consultative selling to unlock new

digitalisation opportunities e.g.

privacy law changes

•TIMG AU impacted by reduced

demand for digitisation in the last

year

•Invest in H3 opportunities –

continue to scale Stocka in NZ and

launch in AU

•Market test new AI assisted digital

products to ensure scalable

•TIMG NZ a significant contributor

of cash to the Group: ROIC of

c.23% and FCF in excess of $10m

Freightways FY26 Results | Slide 22

Horizon One

Horizon TwoHorizon Three

FY21FY22FY23FY24FY25FY26

Revenue

Digital

Linear

(Digital)

Trend

Future Investment
Mark Troughear | Chief Executive Officer

Aaron Stubbing | General Manager, Express Package

Freightways FY26 Results | Slide 23

NZ Capacity + Expansion
CHRISTCHURCH Airport – Expansion:

Objective – Scale for growth and bring all of our NZ EP Brands back

under one roof

•The expanded facility will increase operational capacity by around

50%

Current site footprint 12,000m2 - Expanding to 28,000m2

•Warehouse from 9,000m2 to 20,000m2

•FY27 capex of $8.2m

Timelines:

•Occupation from Q2, 2027

Freightways FY26 Results | Slide 24

NZ Capacity + Expansion
Freightways FY26 Results | Slide 25

PALMERSTON NORTH Airport - New Build:

Objective - Increase operational footprint and locate our NZ EP Brands

and linehaul in a single Lower North Island hub

•The expanded facility will increase operational capacity by 40%

•Current Estate 2,300m2 - Expanding to 5,500m2

•Warehouse from 1,500m2 to 3,000m2

•FY27 capex of $0.5m

Timelines:

•Occupation from Q1, 2027

AUSTRALIA:
What does the future

look like for

Freightways?

•We expect in the medium-term that AU has the

potential to surpass NZ in terms of revenue and

earnings for FRW

•The AU express market is estimated at around

A$13bn p.a. and, below the 3 tier-one players, is very

fragmented with most operators targeting a

particular niche

•Combination of organic and inorganic opportunities

exist in the AU Express market within a number of

target niches

•FRW have explored over 70 targets over the past 3-4

years to build a shortlist of opportunities that align

with our ambition

•We expect to deploy more of our capital to this

geography in the medium term, but still within our

Capital Management Policy

Freightways FY26 Results | Slide 26

MERGERS &
ACQUISITION

Australia Focus

There are a targeted number of M&A targets to consider

in Australia. We continue to operate a disciplined

approach to these opportunities focused on:

•Adding to Allied Express or VTFE by either expanding

their geographic footprint, or providing an adjacent

service

•Considering larger stand-alone, quality express

package businesses where they have a strong

position in a niche, or have a service advantage in

comparison to the market

•Other opportunities which are complementary to our

existing lines of business where strong synergies or

bolt-on potential exists

Freightways FY26 Results | Slide 27

Outlook
Mark Troughear | Chief Executive Officer

Freightways FY26 Results | Slide 28

•Our businesses have proven to be resilient over the past 3 years of soft
economic activity. Same-customer activity was recovering and positive before

the war, but has turned negative since April

•We expect that same-customer volumes in both markets will remain soft and

only improve progressively when there is a sustained fall in fuel prices

•The pace of recovery will also be dependent on broader economic conditions

but overall, it will be another year of “softer for longer” than initially expected

•Additional capacity in Christchurch and Palmerston North and the investment in

Evolve will support long term growth in NZ Express Package division

•Margin improvement remains a focus, across all businesses and particularly

with the IM division in AU

•We will continue to grow our EP presence in both B2B and B2C in Australia

•We will continue to have a proactive focus on targeted M&A that is

complementary to growing our Australian express network

Outlook

Volumes expected to

increase when fuel

prices fall

Focus on improving

margins continues

Disciplined M&A

approach, with

complementary

opportunities being

explored within the

parameters of our

Capital Management

Policy

Freightways FY26 Results | Slide 29

Questions
FRW: NZX | ASX

FREIGHTWAYS GROUPFY26 ($m)FY25 ($m)
Notes

Post NZ IFRS16NZ IFRS16

adjustment

Pre NZ IFRS16

(non-GAAP)

Post NZ IFRS16NZ IFRS16

adjustment

Pre NZ IFRS16

(non-GAAP)

Operating Revenue

1,463.6-1,463.61,289.6-1,289.6

EBITDA (non-GAAP)1

278.1

(80.4)

197.7248.6(74.2)174.4

EBITA (non-GAAP)2

181.6(14.7)166.9158.4(12.9)145.5

NPATA (non-GAAP)3

108.32.2110.592.43.495.8

NPAT4

94.02.296.280.13.483.5

NOTES

1.Operating profit before interest, tax, depreciation and amortisation.

2.Operating profit before interest, tax and amortisation.

3.Net profit after tax before amortisation.

4.Net profit after tax.

Appendix – Reconciliation of Post-IFRS16 to Pre-IFRS16

Freightways FY26 Results | Slide 31

EXPRESS PACKAGE & BUSINESS MAILNotesFY26 ($m)FY25 ($m)
Operating Revenue

1,235.21,061.0

EBITDA (after NZ IFRS16)

1234.3204.7

Less: NZ IFRS16 adjustment

(56.0)(51.4)

EBITDA (before NZ IFRS16)

1178.3153.3

EBITA (after NZ IFRS16)

2168.1143.3

Less: NZ IFRS16 adjustment

(9.9)(8.5)

EBITA (before NZ IFRS16)

2158.2134.8

NOTES

1.Operating profit before interest, tax, depreciation and amortisation (non-GAAP).

2.Operating profit before interest, tax and amortisation (non-GAAP).

Appendix – Reconciliation of Post-IFRS16 to Pre-IFRS16

Freightways FY26 Results | Slide 32

INFORMATION MANAGEMENT &
WASTE RENEWAL

NotesFY26 ($m)FY25 ($m)

Operating Revenue

234.0233.6

EBITDA (after NZ IFRS16)

160.258.5

Less: NZ IFRS16 adjustment

(24.2)(22.5)

EBITDA (before NZ IFRS16)

136.036.0

EBITA (after NZ IFRS16)

231.631.3

Less: NZ IFRS16 adjustment

(4.8)(4.4)

EBITA (before NZ IFRS16)

226.826.9

NOTES

1.Operating profit before interest, tax, depreciation and amortisation (non-GAAP).

2.Operating profit before interest, tax and amortisation (non-GAAP).

Appendix – Reconciliation of Post-IFRS16 to Pre-IFRS16

Freightways FY26 Results | Slide 33

---

Results for announcement to the market
Name of issuer FREIGHTWAYS GROUP LIMITED

Reporting Period 12 months to 30 June 2026

Previous Reporting Period 12 months to 30 June 2025

Currency New Zealand dollars

Amount (000s) Percentage change

Revenue from continuing

operations

$1,463,645 13.5%

Total Revenue $1,463,645 13.5%

Net profit/(loss) from

continuing operations

$93,958 17.3%

Total net profit/(loss) $93,958 17.3%

Final Dividend

Amount per Quoted Equity

Security

$0.33333333

Imputed amount per Quoted

Equity Security

$0.09333333

Record Date 11 September 2026

Dividend Payment Date 1 October 2026

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security (in

dollars and cents per

security)

$(1.13) $(0.79)

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Refer to the attached annual report and results presentation.

Authority for this announcement

Name of person


authorised

to make this announcement

Stephan Deschamps

Contact person for this

announcement

Stephan Deschamps

Contact phone number +64 27 562 5666

Contact email address stephan.deschamps@freightways.co.nz

Date of release through MAP


17 August 2026


The information set out in this announcement is based on the audited financial statements of

the Group for the financial year ended 30 June 2026. An unqualified audit opinion was issued

by the Group’s auditors in relation to those financial statements.

---

Section 1: Issuer information
Name of issuer Freightways Group Limited

Financial product name/description Fully Paid Ordinary Shares

NZX ticker code FRW

ISIN (If unknown, check on NZX

website)

NZFREE0001S0

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year X Quarterly

Half Year Special

DRP applies

Record date Friday, 11 September 2026

Ex-Date (one business day before the

Record Date)

Thursday, 10 September 2026

Payment date (and allotment date for

DRP)

Thursday, 1 October 2026

Total monies associated with the

distribution

1


$42,959,000

Source of distribution (for example,

retained earnings)

Current earnings for the year ending 30 June 2026

Currency NZD

Section 2: Distribution amounts per financial product

Gross distribution

2

$0.33333333

Gross taxable amount

3

$0.33333333

Total cash distribution

4

$0.24000000

Excluded amount (applicable to listed

PIEs)

$-

Supplementary distribution amount $0.04235294

Section 3: Imputation credits and Resident Withholding Tax

5


Is the distribution imputed


Fully imputed

If fully or partially imputed, please

state imputation rate as % applied

6


28%

Imputation tax credits per financial

product

$0.09333333


1

Continuous issuers should indicate that this is based on the number of units on issue at the date of the form

2

“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of

Resident Withholding Tax (RWT).

3

“Gross taxable amount” is the gross distribution minus any excluded income.

4

“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT.

This should include any excluded amounts, where applicable to listed PIEs.

5

The imputation credits plus the RWT amount is 33% of the gross taxable amount for the purposes of this form. If the distribution is

fully imputed the imputation credits will be 28% of the gross taxable amount with remaining 5% being RWT. This does not constitute

advice as to whether or not RWT needs to be withheld.


6

Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.

Resident Withholding Tax per
financial product

$0.01666667

Section 4: Distribution re-investment plan (if applicable)

DRP % discount (if any)

N/A

Start date and end date for

determining market price for DRP

N/A N/A

Date strike price to be announced (if

not available at this time)

N/A

Specify source of financial products to

be issued under DRP programme

(new issue or to be bought on market)

N/A

DRP strike price per financial product

N/A

Last date to submit a participation

notice for this distribution in

accordance with DRP participation

terms

N/A

Section 5: Authority for this announcement

Name of person


authorised to make

this announcement

Stephan Deschamps

Contact person for this

announcement

Stephan Deschamps

Contact phone number +64 27 562 5666

Contact email address stephan.deschamps@freightways.co.nz

Date of release through MAP


17 August 2026

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FINANCIAL YEAR ENDED 30 JUNE 2026
Annual Report

We move you to a
better place.

This reflects our commitment to creating

value for our people, customers,

investors, and the environment.

We are committed to continually

improving how we operate and the

value we create.

This commitment guides how we

support our people, serve our

customers, deliver sustainable returns

for our investors, and manage our

environmental responsibilities.

We create value by employing people

who share our values and are committed

to delivering excellent service. Together,

we provide reliable, efficient, and

customer-focused solutions across

every stage of our operations.

Our focus on operational excellence and

sustainable growth enables us to deliver

long-term value for our investors while

continuing to invest in our business.

21 FY26 operating highlights
22 CASE STUDY |

DX Mail

24

CASE STUDY |


Freightways Global

26 CASE STUDY |

VT Freight Express

28 Supporting community

30 Sustainability

32 Directors’ report

Performance

20

03 FY26 financial highlights

04 Freightways’ methodology

07 Chair and CEO report

10 Our family of brands

12 Freightways’ network

14 Our people

16 Health and safety

18 Our board

19 Our leadership

Overview

02

45 Independent Auditor’s report

48 Income statement

49 Statement of

comprehensive income

50 Statement of changes

in equity

51 Balance sheet

53 Statement of cash flows

54 Notes to the

financial statements

Financial Report

44

101 Shareholder information

103 Corporate governance

statement

108 Directory

109 Company particulars

Additional Disclosures

100

Contents

01Freightways Annual Report 2026

Overview
02

03 FY26 financial highlights

04 Freightways’ methodology

07 Chair and CEO report

10 Our family of brands

12 Freightways’ network

14 Our people

16 Health and safety

18 Our board

19 Our leadership

02Freightways Annual Report 2026


17.2%

Basic earnings

per share

to 52.4cps

1

FY26 financial highlights


14.9%

Cash generated

from operations


17.3%

to $94m

NPAT growth


13.5%

to $1,463.6m

Revenue


14.6%

to $181.6m

*EBITA growth


12.4%

from 12.3% FY25

*EBITA margin


2.4x

Net Debt/EBITDA


12.5%

to 45c (40c in FY25)

Dividend (FY)


1

cps – cents per share

to $279.4m


* Non-GAAP (Generally Accepted Accounting Principles).

03Freightways Annual Report 2026

PERFORMANCEFINANCIAL REPORTADDITIONAL DISCLOSURES

OVERVIEW

Platform for growth
FREIGHTWAYS’ METHODOLOGY

1Win niches

We seek to be #1 in the niches we choose to

compete in, or the fast-growing #2 gaining share

faster than the market. We are deliberate about

where we compete and regularly assess whether

we have a pathway to a winning position.

FREIGHTWAYS HAS A RANGE OF

BRANDS, OPERATING ACROSS

DIFFERENT MARKETS, GEOGRAPHIES

AND STAGES OF MATURITY. WHAT

CONNECTS THEM IS A COMMON

APPROACH TO GROWTH.

Our growth methodology provides a

framework for each business to identify

where it can win, where additional scale

can improve returns, and where today’s

capabilities can create tomorrow’s

growth opportunities.

2Grow scale to improve margins

and ROIC

Scale matters in our businesses. We look for

opportunities to grow organically, invest behind

proven revenue streams and selectively use M&A

where additional scale can improve margins and

returns on invested capital.

3Explore adjacent niches

Some of our best growth opportunities

come from applying the networks, people,

customer relationships, technology and

systems we already have to adjacent markets.

This can allow us to establish new revenue

streams without having to recreate the entire

operating platform supporting them.

4Develop three horizons

of growth

We expect our businesses to think constantly

about their three horizons: strengthening the

core business of today; scaling their horizon

two businesses that can become meaningful

contributors to earnings; and then developing the

embryonic opportunities that could drive growth

well into the future.

AT ITS HEART ARE FOUR DISCIPLINES:

04Freightways Annual Report 2026

PERFORMANCEFINANCIAL REPORTADDITIONAL DISCLOSURES

OVERVIEW

IMPORTANTLY, THE HORIZONS DO
NOT STAND STILL.

As a Horizon 2 opportunity scales, it can

become the core Horizon 1 business of

tomorrow. As that happens, management

needs to be developing the next Horizon

2 and Horizon 3 opportunities behind it.

This creates a continuous cycle

of reinvention.

From paper recycling

to high-value waste: the

evolution of Shred-X

Shred-X provides a good example of the

methodology in action.

The business began as a paper recycler,

collecting paper, baling it and selling it to

recyclers. That was its original Horizon 1.

Shred-X then found a way to add

more value to what it was already

doing. It began charging customers

for collections and invested in secure

shredding facilities, allowing it to expand

meaningfully into document destruction.

Document destruction became

Horizon 2 and, as it scaled, helped

establish a national operating network

across Australia. Each operating hub

brought with it fleets, secure facilities,

management, sales capability and

customer relationships. Over time,

Shred-X established itself as Australia's

#1 document destruction business.

That infrastructure created the platform

for the next horizon.

A relatively small acquisition in

Sydney provided an entry into medical

waste. Rather than having to build

an entirely new organisation around

that opportunity, Shred-X was able

to grow the new service alongside

the capabilities and infrastructure

it had already established. Medical

waste subsequently grew strongly,

particularly through the Covid years.

Today, the horizons have shifted again.

Paper recycling has progressed through

its lifecycle. Document destruction is

now Horizon 1 – the established core

business supporting Shred-X's national

network. Medical waste has become

Horizon 2 and is being scaled further.

At the same time, Shred-X is making

relatively small investments to explore its

next horizon: high-value waste, including

opportunities associated with IT

equipment, textiles and packaging waste.

The result is a business that has become

much more than a document destruction

company. Rather than allowing itself

to be defined by a single niche that

may decline over time, Shred-X has

repeatedly used its existing capabilities

to create the next source of growth.

That is the Freightways growth

methodology at work.

05Freightways Annual Report 2026

PERFORMANCEFINANCIAL REPORTADDITIONAL DISCLOSURES

OVERVIEW

Building the next revenue
stream before we need it

The same principles can be seen

across the Freightways portfolio.

ALLIED EXPRESS – INVESTING

BEHIND A SCALABLE GROWTH

OPPORTUNITY

When Freightways acquired Allied

Express, the business had two principal

service offerings: ad hoc and fixed-

run courier services using a floating

fleet of vans, and big-and-bulky home

delivery through its Oversize business.

We saw an opportunity to accelerate

the second of these revenue streams.

Freightways applied capital to help Allied

Express scale Oversize and introduced

a proven sales structure to support

new business development. Growing

volume through the network has helped

build scale and improve the returns

generated from the initial acquisition.

It demonstrates an important part of our

methodology: we do not simply acquire

businesses and wait for the market to

grow them. We look for the revenue

streams with the strongest potential,

then apply capital, capability and

management focus to help them scale.

MESSENGER SERVICES –

CONTINUALLY FINDING THE

NEXT HORIZON

Messenger Services demonstrates

why developing new horizons is

essential to remaining relevant.

Its traditional point-to-point business

once moved documents, contracts,

marketing proofs, X-rays and other

time-sensitive items around New

Zealand. Had the business continued

to rely solely on those services,

technological change would have

progressively eroded its reason to exist.

Instead, Messenger Services has

repeatedly reinvented itself.

Following the Global Financial Crisis,

it developed a dedicated home-

delivery network for supermarket

deliveries. That new revenue stream

grew to the point where it almost

doubled the size of the business.

When supermarkets subsequently

decided to bring much of that activity

in-house, Messenger Services

was already developing its next

horizon through Kiwi Oversize.

Over the past two years, Kiwi Oversize

has grown rapidly and generated

around $10 million of revenue in FY26,

providing Messenger Services with

another scalable revenue stream.

The lesson is important. Growth is not

simply about making an existing service

bigger. Markets change, customer

requirements change and some

revenue streams eventually decline.

Our job is to recognise that early

and use the assets, capabilities and

customer relationships we have built

to create the next opportunity.

A REPEATABLE APPROACH

TO LONG-TERM GROWTH

Across Freightways, the application

of the methodology will look different

because every business starts

from a different position. But the

questions we ask are consistent:

Can we win this niche?

Can greater scale and our capabilities

improve margins and returns?

What adjacent markets can our

existing capabilities unlock?

And what are our future

horizons of growth?

By asking those questions consistently

across the Group, we aim to grow

today's businesses while continually

building the businesses that will drive

Freightways' earnings in the future.

Kiwi Oversize

$10m

of revenue in FY26

06Freightways Annual Report 2026

PERFORMANCEFINANCIAL REPORTADDITIONAL DISCLOSURES

OVERVIEW

Chair and CEO Report
Against this backdrop, we remained

focused on the areas within our control.

We maintained high service standards,

continued to win market share, invested

in improving our operating platforms

and facilities, and maintained disciplined

capital allocation. These actions

continue to position the business well

for when economic conditions improve.

Higher fuel prices affect our business

in two ways. First, rapid increases

temporarily compress margins because

fuel recovery mechanisms inevitably

lag underlying fuel costs. Secondly,

higher fuel costs reduce discretionary

spending across the economy, lowering

freight volumes as consumer and

business activity slows. After modest

same-customer volume growth during

the second and third quarters, volumes

within our New Zealand Express Package

and Temperature Controlled divisions

softened from April as these factors

took effect. The tightening of monetary

conditions by the RBNZ also contributed

to a softer economic environment.

FREIGHTWAYS DELIVERED A RESILIENT PERFORMANCE IN FY26 DESPITE OPERATING CONDITIONS BECOMING MORE CHALLENGING DURING THE SECOND

HALF OF THE FINANCIAL YEAR. ECONOMIC ACTIVITY HAD SHOWN ENCOURAGING SIGNS OF IMPROVEMENT THROUGH MUCH OF THE YEAR BEFORE BEING

DISRUPTED BY THE CONFLICT IN THE MIDDLE EAST, WHICH DROVE A SHARP INCREASE IN FUEL PRICES. THE COMBINATION OF HIGHER FUEL COSTS

AND SOFTER CUSTOMER DEMAND CREATED A DRAG DURING THE FINAL QUARTER ON A RESULT WHICH WAS OTHERWISE STRONG FOR THE GROUP.

David Gibson

CHAIR

During the year we improved one of our

key commercial levers. Historically, a

number of our fuel recovery mechanisms

incorporated a two-month lag between

movements in fuel prices and customer

pricing. While this had long reflected

customer requirements, the sharp

increase in fuel prices highlighted the

need for a more responsive approach.

From April we substantially reduced

this lag to around one week across most

of the network, which will improve our

ability to recover rapid movements

in fuel costs in future periods.

Despite weaker market conditions,

our businesses remained focused on

growing through market share gains,

winning new customers and improving

pricing to recover our cost input

increases. This approach has become

increasingly important during periods of

limited same-customer growth. Pricing

discipline was a key priority, with annual

pricing reviews and pricing-for-effort

initiatives helping to recover increases in

the cost base while ensuring customers

Mark Troughear

CEO

07Freightways Annual Report 2026

PERFORMANCEFINANCIAL REPORTADDITIONAL DISCLOSURES

OVERVIEW

continue to receive appropriate
value for the services provided.

Across our express businesses, Allied

Express, DX Mail and Post Haste all

performed well. Each business increased

its share of customer spend while

securing new business from both new-to-

market customers and from competitors.

Post Haste benefited from its range

of economy services and experienced

relatively higher demand during the

year. In tighter times some customers

expressed a preference for express

road freight over overnight airfreight

within New Zealand. The business

also benefitted from the cross-border

eCommerce growth during the year.

Big Chill experienced solid utilisation

in its storage facilities and improving

transport volumes around Christmas but

this momentum was trumped by higher

fuel prices impacting demand for the

premium food products they distribute.

In Australia, Allied Express improved its

results with a continuous improvement

approach to service helping strong

delivery in full on time performance

(DIFOT). Allied is a brand which is

squarely focussed on its niche and has

built systems and processes to provide

a premium service for its customers.

The acquisition of VTFE, completed

on 30 January 2026, represents an

important step in expanding Freightways’

presence in the business-to-business

express freight Australia market.

VTFE provides road-based express

services into attractive industry

sectors and broadens our capability

within the Australian transport market.

During the year we also commenced

operations in Queensland. While the

Queensland business incurred some

initial start-up costs in the first month,

trading thereafter was profitable. We

expect further growth during FY27

as customer volumes build across

both local and interstate services.

DX Mail has continued to streamline its

operational processes with the use of

automation and AI deployment. This has

assisted it to improve its margins and

continue to offer a premium mail delivery

experience to its target customer base.

Operational efficiency continued to

receive significant attention across the

Group. Our focus was on increasing

utilisation of existing networks and

infrastructure so that incremental

volume was handled with limited

additional fixed cost. This operating

leverage has been an important

contributor to Freightways' long-

term earnings growth and remains

a priority across all businesses.

The rollout of Evolve, our new billing

and rating platform for the New

Zealand Express Package business,

progressed during the year, although

implementation has taken longer than

originally anticipated. Phase one of the

project is now being deployed across

the New Zealand Express Package

businesses and will provide improved

billing and collection processes for

our largest customer bases. We

08Freightways Annual Report 2026

PERFORMANCEFINANCIAL REPORTADDITIONAL DISCLOSURES

OVERVIEW

David Gibson
CHAIR

Mark Troughear

CEO

expect the majority of the pricing

and efficiency benefits from this

investment to be realised during FY28.

Airwork, our joint venture partner in

Parcelair, was placed into receivership

in July 2025; however, the business

has continued to operate as a going

concern throughout the sale process.

During FY26, both Airwork and Texel

delivered strong reliability across

our air freight network. We expect

to be able to maintain continuity

of service regardless of the future

provider of air network services.

By the end of 2026, we anticipate the

network will be operated entirely with

Boeing 737-800 aircraft, providing

greater fuel efficiency and additional

payload capacity. The transition is

expected to be largely cost neutral for

Freightways, apart from one-off costs

that have already been provided for.

Changes to New Zealand inbound

low-value goods customs charges have

to-date not resulted in a material shift in

customer behaviour towards mail-based

alternatives, although some customers

are increasingly seeking lower-cost

transport options as higher fuel prices

and customs charges place additional

pressure on their own operating costs.

Shred-X performance also improved

through the year as the effects

of our reset programme began to

restore margins. We have shed

the negative margin products we

were collecting and right sized the

business for the new volume profile.

Whilst TIMG New Zealand delivered a

significant margin improvement, the

Australian business was impacted by

lower digitisation work. In response,

a number of cost improvement

initiatives have been implemented.

Capital allocation remained disciplined

throughout the year. Capital expenditure

continued at approximately 2.3% of

revenue, reflecting ongoing investment

in our networks while maintaining

financial flexibility. Following the

acquisition of VTFE, leverage

remained comfortably within our

target range at approximately 2.4x.

We expect to remain within our stated

policy while still exploring acquisitions

that can augment our Australian

Express Package businesses.

Outlook

The positive trend that had started

early in FY26 was sharply interrupted

by the conflict in the Middle East. The

significant increase in fuel prices for

a period of time, combined with much

higher uncertainty and a contracting

monetary policy negatively impacted

demand. Our businesses have

demonstrated their resilience through

the last three years of economic

recession in New Zealand and we expect

they will continue to do so until economic

activity recovers. As fuel prices

moderate, we expect same-customer

volumes to improve progressively in

Australia and New Zealand, although the

pace of recovery will remain dependent

on broader economic conditions.

We expect to complete two important

network investments during the year

with expanded and new hub facilities

in Christchurch and Palmerston

North respectively. These facilities

will improve operational efficiency

and provide significant additional

capacity to support future growth. In

Christchurch, approximately $8.2 million

will be invested in FY27 to expand the

existing automated sortation system

that processes all freight transiting into

and out of the South Island. Overall,

capital expenditure is expected to be

approximately 3% of FY27 revenue.

Implementation of Evolve is expected

to be continued in FY27 – with a

projected cost of approximately $5.5

million. The operational and commercial

benefits will increasingly emerge

during FY28, particularly through

more sophisticated pricing capability

and improved billing efficiency.

In Australia, we will continue to

integrate and grow VTFE while

actively evaluating further acquisition

opportunities that strengthen our

position in the express freight market.

Within our Information Management

and Waste Renewal businesses, the

actions taken during FY26 to exit

unprofitable work and align operating

costs provide a stronger foundation for

improved performance during FY27.

While demand currently continues to

favour economy road services over

premium overnight airfreight, we expect

the mix to progressively normalise as

economic conditions strengthen.

Across the Group, pricing initiatives

implemented at the beginning of the

financial year are expected to offset

increases in our operating cost base.

Freightways has consistently

demonstrated its ability to perform

through varying economic conditions.

Our strategy remains unchanged:

continue investing in our networks

and technology, maintain financial

discipline, deliver high service standards

for customers and create sustainable

long-term value for shareholders.

09Freightways Annual Report 2026

PERFORMANCEFINANCIAL REPORTADDITIONAL DISCLOSURES

OVERVIEW

Our market-leading brands
combine shared infrastructure

within New Zealand and Australia

respectively, with specialist

knowledge in each niche. We

work across a range of business

sectors, achieving high levels of

quality and efficiency, through

our focus on adding value to how

we pick-up, process and deliver.

Our strong culture and commitment unifies our

people and feeds our deep team spirit.

We draw on all of that to continue to evolve

our businesses to meet the changing needs of

our customers.

Express Package and Business Mail

Our multi-brand strategy in the Australasian courier and New Zealand business mail markets caters to a range of

customer needs and delivery timeframes. It enables us to win a niche with a specialist focus – but also leverage

the combined infrastructure across each segment. Our New Zealand Express Package operations share branch

networks, air and road linehaul, and IT. These brands include New Zealand Couriers, Post Haste, Castle Parcels,

NOW Couriers, SUB60, Security Express, Kiwi Express, STUCK, Kiwi Oversize, Freightways Global, and Pass the

Parcel. We also offer airfreight capability for our overnight Express Package delivery service through our joint

venture airline, Parcelair, and our linehaul partner, Parceline.

Our family of brands

10Freightways Annual Report 2026

PERFORMANCEFINANCIAL REPORTADDITIONAL DISCLOSURES

OVERVIEW

Waste Renewal
Shred-X offers document destruction,

eDestruction and product destruction services

in Australia. We also provide medical waste

collection and processing services under the

Med-X brand. We continue to assess new ways

of collecting and processing waste streams for

diversion from landfill. In New Zealand, TIMG

offers secure document and device destruction.

Information Management

The Information Management Group (TIMG)

offers physical storage and information

management services, as well as digital

information processing services such as

digitalisation, business process outsourcing,

online back-up and eDiscovery services.

Temperature Controlled

Big Chill Distribution and ProducePronto

make up our national temperature-controlled

business. Combining our chilled national linehaul

with an urban, chilled van network allows us

to offer national delivery, same day delivery,

3PL and 4PL under one responsive umbrella

utilising the Big Chill depots nationwide.

11Freightways Annual Report 2026

PERFORMANCEFINANCIAL REPORTADDITIONAL DISCLOSURES

OVERVIEW


Express Package


Information Management


Waste Renewal

Townsville

Brisbane

Sydney

Perth

Melbourne

Adelaide

Darwin

Hobart

Canberra

Australia

PAYROLL CENTRALISATION

The centralisation of payroll operations across New

Zealand, commenced in 2024 and successfully

completed in 2026, delivering a more efficient and

resilient operating model. Initially established within

New Zealand Couriers under the leadership of the

Financial Controller, the project was progressively

expanded to create a centralised payroll function

supporting 10 Freightways businesses and

approximately 3,200 employees through a

dedicated team of three full-time Payroll Advisors.

By bringing payroll expertise into a single function,

the business has strengthened capability through

cross-training and knowledge sharing, ensuring

consistent resourcing during periods of leave

while reducing dependency on Finance teams

for operational support. The centralised model

has also provided a single point of contact for

payroll-related enquiries across all New Zealand

Freightways brands, improving support for

managers and employees and enhancing their

understanding and effective use of the Group’s

payroll and time and attendance systems.

The initiative has standardised payroll processes and

controls, promoting best practice and the consistent

interpretation and application of New Zealand

payroll legislation and company policy across all

New Zealand businesses. These improvements have

supported stronger governance, reduced operational

risk, increased process efficiency, improved the

employee and manager experience, and established

a scalable payroll model that supports the Group’s

continued growth and operational excellence.

Freightways’ network

12Freightways Annual Report 2026

PERFORMANCEFINANCIAL REPORTADDITIONAL DISCLOSURES

OVERVIEW

New Zealand

Express Package and Business Mail


Temperature Controlled



Information Management

Tauranga

Whangarei

Central Otago / Cromwell

Invercargill

Auckland / North Shore

Hamilton / Putaruru

New Plymouth

Whanganui

Nelson

Rotorua

Hawke’s Bay

Taup o

Palmerston North

Wellington

Christchurch

Dunedin

Timaru

PARCELINE EXPRESS

Parceline Express is Freightways' specialist linehaul

business, delivering the nationwide network that

keeps the express package, business mail, and other

brands moving. While customers interact directly

with the individual Freightways brands that pickup

and deliver their freight or mail (such as New Zealand

Couriers or DX Mail), Parceline Express works behind

the scenes centrally managing the multimodal

movement of this processed freight across road, air

and inter-island ferry services, connecting depots

and key freight hubs throughout New Zealand.

At the heart of Parceline Express is a dedicated

operations team that plans, coordinates, and

manages Freightways' nationwide linehaul

network. From linehaul planning, capacity

allocation, and disruption management to staffing

the key interchange hubs where road and air

freight connect, the team ensures freight keeps

moving safely, efficiently, and on schedule.

Parceline Express also centrally sources and manages

the specialist road and air transport providers that

power the network. Complementing this is a suite of

network visibility platforms and data services that give

Freightways brands access to real-time tracking, freight

milestones, utilisation metrics, and operational insights.

Together, these capabilities provide the shared

transport backbone that enables Freightways' New

Zealand Express Package, Business Mail, and other

brands to deliver fast, reliable, and cost-effective

nationwide services without the complexity and

cost of each operating its own linehaul network.

13Freightways Annual Report 2026

PERFORMANCEFINANCIAL REPORTADDITIONAL DISCLOSURES

OVERVIEW

Our people
PEOPLE

FROM ATTRACTING EMERGING

TALENT THROUGH THE GRADUATE

PROGRAMME TO PREPARING

EXPERIENCED LEADERS FOR BROADER

RESPONSIBILITIES, FREIGHTWAYS IS

COMMITTED TO BUILDING A STRONG

AND CAPABLE TALENT PIPELINE

AT EVERY LEVEL OF THE GROUP.

Succession has been a particular

focus during FY26. Promoting from

within is a longstanding strength of

Freightways, providing opportunities for

our people while ensuring the qualities

that define the Group – humility, hard

work, commercial thinking and working

A structured support framework

helps graduates succeed throughout

the programme, including:

• A dedicated manager for each

rotation, providing day-to-

day guidance, feedback and

accountability.

• A senior mentor who supports the

graduate throughout the full two-year

programme.

• A programme buddy – a former

graduate who offers practical advice

and peer support.

• Monthly development breakfasts,

providing opportunities to learn

together as a family – are carried forward

by the next generation of leaders.

During the year, 70 people were

promoted into leadership positions

across the Group, demonstrating the

depth of talent within our businesses and

the value of creating visible pathways

for progression. A further 634 people

participated in leadership development

initiatives, reflecting our belief that

investing in our people strengthens

internal capability, preserves our culture

and supports long-term performance

and sustainable shareholder value.

Freightways Graduate

Programme

The Freightways Graduate Programme

is a two-year rotational programme

designed to attract and develop the next

generation of talent across the Group.

Participants complete four rotations,

stepping into meaningful roles within

different Freightways businesses.

This provides genuine exposure to a

range of functions, business cultures

and operational environments, while

building a broad understanding of how

the Group works together to serve

its customers and create value.

“Learning from

experienced leaders

across the Group

is challenging the

way I think, and

I am embracing

the opportunity to

grow. I look forward

to applying these learnings and

making a meaningful contribution to

the future success of Freightways.”

TINEKE MANN, HEAD OF CUSTOMER

EXPERIENCE AND NATIONAL CHANGE

MANAGER – TIMG AUSTRALIA

from experts across Freightways

and explore topics relevant

to the wider industry.

• Corporate projects that give

graduates the opportunity to

work alongside senior leaders on

complex business challenges, new

propositions and research initiatives.

Together, these experiences build

commercial capability, confidence and

valuable relationships across the Group,

while establishing a strong foundation

for a long-term career with Freightways.

14Freightways Annual Report 2026

PERFORMANCEFINANCIAL REPORTADDITIONAL DISCLOSURES

OVERVIEW

Senior Leadership
Programme

For experienced leaders with the

potential to take on broader roles,

the Senior Leadership Programme

provides an intensive and challenging

development experience. It is

designed to reflect the complexity of

leading a high-performing business

and to prepare participants for roles

of greater scale and responsibility

- whether leading a large branch or

region, supporting a new acquisition, or

establishing a new division or function.

The programme centres on real-

world business scenarios covering

areas such as profit and loss analysis,

strategic planning, commercial

decision-making, and mergers and

acquisitions. Each participant is paired

with a General Manager as a dedicated

mentor, while CEO-level sponsorship

reinforces the programme’s strategic

importance and its role in strengthening

Freightways’ succession pipeline.

Freightways is committed to making

learning and development accessible to

all our people, regardless of their role,

location or employment arrangement.

This commitment is already taking

shape within the Express Package

team, which is developing a dedicated

learning site to provide more than

1,000 independent contractors with

easy access to critical learning and

development. Initiatives such as this will

help extend development opportunities

beyond traditional programmes and

reach the people and partners working

throughout the Freightways network.

Outlook

The breadth of Freightways’ investment

in learning and development reflects

our belief that capable leaders and

engaged people are fundamental to

long-term business performance.

By making development more accessible,

creating opportunities for people at

every career stage and maintaining

a deliberate focus on succession,

Freightways is strengthening its ability

to promote from within. In doing so, the

Group is building the capability it needs

to grow and adapt, while preserving

the distinctive culture and values

that have underpinned its success.

This approach supports Freightways’

long-term ability to deliver for its

customers, its people and partners, and

its shareholders well into the future.

FY26 Development

Highlights

Alongside the Graduate and

Senior Leadership programmes,

Freightways introduced

three new development

initiatives during FY26:

• Future-Proof Leadership –

identifying and developing

the next generation of leaders

to build succession depth

and long-term leadership

continuity across the Group.

• Facilitation Skills – helping

people who lead training,

complex meetings and

group presentations to build

confidence and capability as

facilitators.

• Tough Conversations –

equipping leaders to approach

challenging workplace

conversations with confidence,

clarity and care.

“The programme

has pushed me

outside my comfort

zone, introduced

me to talented

people from across

Freightways and

challenged me to

think differently as a leader. I have

gained practical tools and fresh

ideas that I can apply in my role.”

JESSICA SMITH, NATIONAL SALES MANAGER

— POST HASTE GROUP

“The Senior

Leadership

Programme has

been a valuable

opportunity to

connect and learn.

It has strengthened

my leadership

capability and confidence, while

encouraging me to think more

broadly beyond my own business.”

SHAUN REED, WAIKATO BAY OF PLENTY

REGIONAL MANAGER – BIG CHILL

15Freightways Annual Report 2026

PERFORMANCEFINANCIAL REPORTADDITIONAL DISCLOSURES

OVERVIEW

Home safe and well
HEALTH & SAFETY

HEALTH, SAFETY AND WELLBEING IS A STRATEGIC PRIORITY FOR

FREIGHTWAYS. OUR VISION – HOME SAFE & WELL: TODAY, TOMORROW,

ALWAYS – REFLECTS OUR COMMITMENT TO HELPING EVERYONE WHO WORKS

FOR, OR WITH, FREIGHTWAYS TO RETURN HOME SAFELY EACH DAY.

With multiple businesses operating

across diverse locations and

environments, each presenting its own

range of hazards and risks, Freightways

takes a structured approach to health

and safety management – one grounded

in clear accountability, strong capability

and supports developing a culture where

safety is everyone’s responsibility.

Our Health and

Safety Strategy

Freightways recognises that managing

health and safety requires continuous

improvement. During FY26 the Group

continued investing in capability,

governance and critical risk management

to strengthen its approach across

diverse operational environments.

In May and June 2026, Freightways

engaged an external health and

safety consultancy to undertake a

comprehensive review of safety culture

across its operating businesses.

The review produced a three-year

FY26 Key Focus Areas

• Critical risk management:

We have commenced identifying

critical risk controls across the

Group’s operating businesses

as part of establishing a

consistent framework for

managing critical risks.

• Competency framework:

A health and safety competency

framework has been designed and

is currently being implemented

across all operating businesses,

to support consistent health and

safety capability development.

• Increased dedicated resource:

Additional health and safety

resource has been deployed

across New Zealand and

Australian operational businesses.

• ACC Accredited Employer

Programme: In New Zealand,

Freightways participates in

the ACC Accredited Employer

Programme, meeting the

requirements of the programme

following the 2026 audit. Under

the previous ACC Partnership

Programme, Freightways achieved

tertiary level status for more than

20 consecutive years.

• AI-powered safety technology:

Freightways has now

implemented AI-powered camera

technology across several

operating branches to monitor

interactions between forklifts and

pedestrians. Interaction alerts

are being used to support learning

and reinforce safe behaviours.

roadmap that has since been developed

into Freightways’ formal health

and safety strategy. The strategy is

designed to encourage workers to

raise health and safety concerns.

16Freightways Annual Report 2026

PERFORMANCEFINANCIAL REPORTADDITIONAL DISCLOSURES

OVERVIEW

Freightways Health
and Safety training

for Managers

195

Attendees (FY26)

Lost Time Injury

Frequency Rate

(LT I FR)

13.3 (FY26) vs

16.6 (FY25)

Our health and safety focus for FY26

centred on defining our operating

model, clarifying responsibilities at the

governance, strategic, and operational

levels, and increasing technical

capability to support leaders and

workers across every operating business.

Employee Wellbeing

Employees have access to wellbeing

services across New Zealand and

Australia, providing confidential

support across mental health,

wellbeing and practical matters.

The business will develop a proactive,

risk-based programme ‘Better Work

by Design’ intended on improving both

mental and physical health by reshaping

how work is designed and delivered.

Outlook: Priorities

Looking ahead to FY27, Freightways

will continue to prioritise increased

worker participation in health and

safety and the further development

of technical capability across the

organisation. Investment in online

systems to capture accidents, incidents,

near misses and hazards will support

trend analysis and inform preventive

action. Freightways intends to introduce

active risk management which will be

evidenced through structured assurance

checks and visible ownership of critical

controls and health risks, positioning

Freightways firmly within a continuous

improvement cycle where innovation and

learning drive better safety outcomes.

17Freightways Annual Report 2026

PERFORMANCEFINANCIAL REPORTADDITIONAL DISCLOSURES

OVERVIEW

Our board
Fiona Oliver

DIRECTOR

Abby Foote

DIRECTOR

Grant Devonport

DIRECTOR

David Gibson

CHAIR

Peter Kean

DIRECTOR

Mark Cairns was a Director and Chair of

the Company during the year ended 30

June 2026 and retired from his role with

effect on and from 30 July 2026. Following

Mr Cairns’ resignation, David Gibson was

appointed Chair on 30 July 2026.

18Freightways Annual Report 2026

PERFORMANCEFINANCIAL REPORTADDITIONAL DISCLOSURES

OVERVIEW

Our leadership
Mark Troughear

CHIEF EXECUTIVE OFFICER

Matthew Cocker

CHIEF INFORMATION OFFICER

Neil Wilson

GENERAL MANAGER FREIGHTWAYS

Stephan Deschamps

CHIEF FINANCIAL OFFICER

Nicola Silke

GENERAL COUNSEL AND COMPANY SECRETARY

Aaron Stubbing

GENERAL MANAGER EXPRESS PACKAGE

Ami van Gils

HEAD OF PEOPLE AND CULTURE

Michael Claydon

GENERAL MANAGER SAFETY

19Freightways Annual Report 2026

PERFORMANCEFINANCIAL REPORTADDITIONAL DISCLOSURES

OVERVIEW

Performance
20

21 FY26 operating highlights

22 CASE STUDY |

DX Mail

24

CASE STUDY |


Freightways Global

26 CASE STUDY |

VT Freight Express

28 Supporting community

30 Sustainability

32 Directors’ report

20Freightways Annual Report 2026

FY26 operating highlights
FY26 New Zealand

Network Items vs PCP

1


5.1%

FY26 Allied Express

Network Items vs PCP

1


20%

1

Prior comparative period.

OVERVIEW

PERFORMANCE

21

Freightways Annual Report 2026

FINANCIAL REPORTADDITIONAL DISCLOSURES

AI-Enabled mail sortation
DX MAIL HAS DEVELOPED AND

DEPLOYED AN AI-ENABLED

WORKFLOW SOLUTION THAT IS

TRANSFORMING THE EFFICIENCY

AND SCALABILITY OF ITS MAIL

SORTATION OPERATIONS.

Designed and integrated in-house, the

solution combines automated sortation

technology, operational mapping data

and AI-assisted address recognition to

reduce manual processing requirements

and support the continued growth

of DX Mail’s residential delivery

network. The initiative reflects the

business’s commitment to practical,

cost-effective innovation – enhancing

existing infrastructure rather than

replacing it and delivering measurable

operational benefits at scale.

The Initiative

The development of DX Mail’s AI

workflow solution was driven by a

clear operational need. Growing mail

volumes, increasing complexity across

the delivery network and constraints

around manual labour availability

created pressure on traditional sortation

processes. Rather than pursuing large-

scale infrastructure replacement, the

business took a targeted approach –

designing a modular AI augmentation

layer that integrates directly with existing

sortation machinery and workflows.

The solution addresses key processing

bottlenecks, including machine-

rejected mail, handwritten addresses

and oversized or non-machinable

items such as magazines and C4/C5

mail. By combining image recognition,

address validation logic and operational

mapping data, the system enables

delivery runs to be sorted in delivery

order – improving route efficiency and

reducing downstream manual effort.

The solution is currently operational

across Auckland and Christchurch, with

deployment in Wellington underway.

Approximately 800,000 items

were processed through AI-

assisted workflows between

January and May 2026.

Internal analysis estimates a

97.6% reduction in equivalent

manual processing effort between

January and May 2026.

Average daily processing

volumes of approximately

4,000 items in Auckland and

3,000 items in Christchurch.

Mail that previously required many

hours of manual sorting is now largely

processed through automation

and sequencing workflows.

AI-assisted workflows capable

of processing up to

approximately 700–900 items

per hour, compared with:

250 items per hour after

3+ months of manual

operator training

300+ items per hour after

6+ months of manual

operator training.

Improved capacity to manage

high-volume processing events,

including election mail and local

government communications.

Reduced dependency on large

overnight manual encoding teams

during peak operational periods.

Wellington deployment currently

underway using the latest iteration

of AI logic and workflow integration.

Key Highlights

CASE STUDY | DX MAIL

OVERVIEW

PERFORMANCE

22

Freightways Annual Report 2026

FINANCIAL REPORTADDITIONAL DISCLOSURES

Performance and Impact
The productivity gains delivered

by DX Mail’s AI workflow solution

are significant. Where experienced

operators previously required three

to six months of training to reach

processing rates of 250 to 300 items

per hour, the AI-assisted system is

capable of processing up to 700–900

items per hour, depending on load and

configuration. Between January and

May 2026, the business estimates that

the solution reduced equivalent manual

processing costs by approximately

97.6% – a compelling demonstration of

the operational value delivered through

targeted technology integration.

Beyond throughput, the solution has

improved processing consistency, helped

reduce the manual handling required

with handwritten address recognition

and decreased operational delays

caused by machine-rejected items.

The business’s ability to manage high-

volume events – such as election mail

and local government communications

– has also been meaningfully enhanced,

providing greater confidence in service

delivery during peak demand periods.

Outlook

DX Mail continues to refine and optimise

the solution, with ongoing improvements

to image quality standards, address

recognition accuracy and workflow

integration. The Wellington deployment,

currently underway with the most

advanced iteration of the technology,

will further extend the solution's reach

and impact across the network. With

a scalable platform now operational

across its major processing centres,

DX Mail is well positioned to manage

continued volume growth efficiently

and sustainably – without the need for

proportional increases in manual labour.

OVERVIEW

PERFORMANCE

23

Freightways Annual Report 2026

FINANCIAL REPORTADDITIONAL DISCLOSURES

A global reach
FREIGHTWAYS GLOBAL DELIVERED

A YEAR OF SIGNIFICANT GROWTH

AND OPERATIONAL ADVANCEMENT

DURING FY26, REINFORCING

ITS POSITION AS A TRUSTED

PARTNER FOR INTERNATIONAL

INBOUND E-COMMERCE LOGISTICS

INTO NEW ZEALAND.

Building on strong foundations

established in prior years, the business

achieved approximately 73% year-

on-year growth in shipment volume

compared with FY25 – a result that

reflects both the continued expansion

of cross-border e-commerce and the

business’s capacity to scale effectively

in response to rising customer demand.

Growth was most pronounced across

the China-to-New Zealand trade lane,

with meaningful contributions also

recorded from the United Kingdom,

United States and Australia. Across the

full year, Freightways Global maintained

average on-time performance levels

of approximately 95% across its

international cross-border clearance and

last-mile delivery operations, supporting

reliable and consistent service delivery.

Expanding Operational

Capability

Throughout FY26, Freightways

Global continued to invest in and

expand its operational capability

to meet growing shipment volumes

and the evolving expectations of

international retailers, marketplaces

and consolidators. The business

supports a broad range of e-commerce

product categories, including general

merchandise, consumer products and

oversized freight, and has developed

its infrastructure accordingly to

handle increasingly diverse and

high-volume freight movements.

Key operational enhancements

introduced during the year included:

• Expanded Sunday shift operations to

increase processing capacity across

peak and standard trading periods.

• Increased peak processing capacity

to support higher inbound shipment

volumes and reduce handling

timeframes.

• Introduction of an oversize

sea freight solution supporting

freight movements between

Australian retailers and the

New Zealand market.

• Improved network flexibility to better

accommodate fluctuating volume

demand and peak trading conditions.

Network Reach

and Compliance

Freightways Global operates within a

regulated environment and is supported

by the broader Freightways network to

deliver national final-mile distribution

capability across New Zealand. The

business maintains MPI, RACA and

bonded facility accreditations, ensuring

compliant and secure freight processing

for all international inbound shipments.

• Multi-port injection capability

is supported across Auckland,

Wellington and Christchurch, enabling

effective national coverage.

“FY26 has been a defining year for

Freightways Global. The scale of

international e-commerce into New

Zealand continues to accelerate,

and our focus has been on building

the capability, resilience, and

partnerships required to support

that growth consistently.”

RUTH ADIN, GM FREIGHTWAYS GLOBAL

CASE STUDY | FREIGHTWAYS GLOBAL

OVERVIEW

PERFORMANCE

24

Freightways Annual Report 2026

FINANCIAL REPORTADDITIONAL DISCLOSURES

Performance
Highlights

• International inbound shipment

volumes increased by more

than 70% year-on-year during

FY26 compared with FY25.

• Shipment volumes across the

November and December

2025 peak trading period

increased approximately

50% compared with the prior

corresponding period.

• Average on-time performance

of approximately 95% was

maintained across international

cross-border clearance and

last-mile delivery operations

throughout FY26.

• The strongest growth was

experienced across the

China-to-New Zealand

trade lane, with additional

inbound growth recorded

from the United Kingdom,

United States and Australia.

• Final-mile delivery is facilitated

through Freightways operating

businesses, including New Zealand

Couriers, Post Haste and Kiwi

Oversize.

• The business provides integrated

customs clearance, freight forwarding

and final-mile delivery solutions for

international retailers, marketplaces

and consolidators.

Customer Expectations

Customer expectations across the

international inbound e-commerce

sector continued to evolve during FY26,

with increasing demand for faster

delivery timeframes, real-time shipment

visibility and enhanced tracking

capability. These trends reinforce

the strategic importance of scalable

operational infrastructure, deep customs

expertise and a fully integrated final-

mile delivery network. As cross-border

e-commerce volumes continue to grow,

Freightways Global is well-positioned

to support the expanding needs of

its customers, with a proven service

model, strong compliance credentials

and a connected national network that

spans the length of New Zealand.

OVERVIEW

PERFORMANCE

25

Freightways Annual Report 2026

FINANCIAL REPORTADDITIONAL DISCLOSURES

A significant acquisition
THE ACQUISITION OF VT FREIGHT

EXPRESS (VTFE) MARKS A

SIGNIFICANT STEP IN FREIGHTWAYS’

AUSTRALIAN GROWTH STRATEGY.

A PROFITABLE, ASSET-LIGHT

EXPRESS FREIGHT BUSINESS

HEADQUARTERED IN VICTORIA, VTFE

BRINGS A WELL-ESTABLISHED B2B

CAPABILITY, A SERVICE FOOTPRINT

THAT COVERS MOST OF AUSTRALIA

VIA AN AGENCY NETWORK AND

A CUSTOMER BASE WHICH HAS

MANY CROSS OVERS WITH OUR

NEW ZEALAND B2B BRANDS.

With annual revenue of approximately

A$77 million and earnings accretion

expected from year one, the acquisition

reinforces Freightways’ disciplined

approach to strategic investment and

its long-term commitment to building

scale, density and shareholder value.

Business Profile

Established in 2010, VTFE has built

a strong track record of consistent

growth and profitability in the Australian

express freight market. The business

specialises in parcel and palletised

freight and serves more than 350

customers across the building,

healthcare, retail and plumbing

sectors – from small and medium-sized

enterprises to multinational corporates.

VTFE operates across all Australian

states and territories (except NSW),

supported by a growing interstate

freight capability and a team of 87

contractors and 49 employees who are

domiciled in Victoria and Queensland.

Strategic Rationale

VTFE provides Freightways with a

meaningful entry point into Australia’s

B2B express freight segment – a

capability that directly complements

Allied Express’s established B2C focus.

Together, the two businesses create

a broader, more diversified Australian

freight platform, better positioned

to serve a wider range of customers

and build greater market share. The

acquisition supports Freightways’ stated

strategy of building scale and density in

Australia through disciplined investment,

both organic and acquisitive, while

preserving the specialist focus that has

driven growth across the wider portfolio.

Operating Model Alignment

VTFE operates an asset-light model

utilising contractor fleets and leased

facilities, which closely aligns with

CASE STUDY | VT FREIGHT EXPRESS

OVERVIEW

PERFORMANCE

26

Freightways Annual Report 2026

FINANCIAL REPORTADDITIONAL DISCLOSURES

CASE STUDY

Financial Highlights
• Acquisition price of A$71 million.

• VTFE generated approximately A$77 million in revenue over the 12 months

to October 2025.

• Expected to be approximately 6% accretive to EPS from year one.

• Funded through existing and new bank debt facilities.

Freightways’ proven express package

operating model and core expertise

in pick-up, processing and delivery.

The business demonstrates strong

cultural and operational alignment

with Allied Express and other

Freightways businesses, providing a

natural foundation for collaboration,

selective resource sharing and network

enhancement. The acquisition increases

network density across Freightways’

Australian portfolio and creates a

scalable platform for future organic

growth and further acquisitions.

Multi-Brand Approach

Consistent with Freightways’ successful

multi-brand strategy, VTFE will retain its

leadership team and specialist market

positioning after the acquisition. This

approach preserves the entrepreneurial

culture and customer-focused

reputation that have underpinned

the business’s growth, while allowing

VTFE to selectively draw on the scale,

expertise and resources of the wider

Freightways Group. The model has

proven effective across Freightways’

New Zealand portfolio and is expected to

support sustained value creation as the

Australian platform continues to develop.

Outlook

The acquisition of VTFE further

diversifies Freightways’ earnings

base across geography and customer

segments, strengthening the Group’s

long-term growth prospects. With a

scalable operating model, a broad

and established customer base, and

meaningful opportunities to expand

B2B express freight services across

Australia, VTFE is a well-considered,

strategically-aligned addition to the

Freightways portfolio. The business

is well-positioned to grow alongside

Allied Express, adding depth and

balance to Freightways’ Australian

platform as the Group continues

to pursue disciplined, sustainable

value creation for shareholders.

OVERVIEW

PERFORMANCE

27

Freightways Annual Report 2026

FINANCIAL REPORTADDITIONAL DISCLOSURES

Supporting our community
AT FREIGHTWAYS, WE RECOGNISE THE IMPORTANCE

OF ACTIVELY ENGAGING WITH AND SUPPORTING

THE COMMUNITIES WHERE WE WORK.

Across the Group, we support a variety of charitable

organisations and not-for-profits at a national level,

and many more at a local or regional level.

Our businesses are encouraged to support causes

that resonate with their people and customer base,

whether national initiatives or grassroots efforts, such

as local sports teams, schools, or community projects.

We are very proud of our people who take time out to

support others.

Freightways is proud to be a longstanding major partner

of KidsCan, our key charity partner working to ensure Kiwi

kids have the essentials they need to be ready to learn.

KidsCan supports more than 1,500 schools and

early childhood education centres throughout New

Zealand and, in 2025 alone, distributed 5.5 million

food items, 58,065 warm jackets, 41,765 pairs

of shoes and socks, and 45,736 health items.

With the belief that education equals opportunity,

KidsCan's mission is to give every child a fair chance

at a brighter future – and Freightways is incredibly

proud to provide financial support for their work

to improve the lives of the next generation.

Beyond funding, our team gets hands-on too.

Each school term, KidsCan distributes food to its

partner schools, and in Term 4 last year, several of

our staff volunteered their time to help pack and

dispatch food from KidsCan's Auckland warehouse. We

also supported the community directly, firing up the

barbecue at Onehunga Primary School's Year 5 and 6

camp fundraiser, serving hot dogs to raise funds for the

school's trip.

Freightways remains committed to working alongside

KidsCan to help even more Kiwi children access

the food, clothing, and health essentials they need

to succeed.

OVERVIEW

PERFORMANCE

28

Freightways Annual Report 2026

FINANCIAL REPORTADDITIONAL DISCLOSURES

In addition to KidsCan, Freightways is proud
to support a range of charities and community

organisations across New Zealand and Australia.

During the year, this included organisations such

as the Child Cancer Foundation, Keep New Zealand

Beautiful, RSA, and the Clontarf Foundation,

reflecting our commitment to supporting the

communities in which we operate in both countries.

OVERVIEW

PERFORMANCE

29

Freightways Annual Report 2026

FINANCIAL REPORTADDITIONAL DISCLOSURES

Sustainability
FREIGHTWAYS’ APPROACH TO SUSTAINABILITY

IS GROUNDED IN FOUR UNITED NATIONS

SUSTAINABLE DEVELOPMENT GOALS

(SDGS) IDENTIFIED AS THE MOST RELEVANT

TO THE BUSINESS, ITS VALUE CHAIN

AND ITS STRATEGIC OBJECTIVES.

These focus areas were established through a

materiality assessment that considered both

financial materiality – how sustainability matters

may affect Freightways’ financial performance

– and impact materiality – how Group activities

may affect society and the environment more

broadly. The assessment drew on input from

a range of internal and external stakeholders,

including Board members, executives, employees,

contractors, suppliers, and investors, ensuring

the identified priorities reflect the perspectives

of those most closely connected to the Group.

Our Sustainability Focus Areas

The materiality assessment confirmed four focus areas

aligned to SDG 3 (Good Health and Wellbeing), SDG 8

(Decent Work and Economic Growth), SDG 9 (Industry,

Innovation and Infrastructure) and SDG 13 (Climate

Action). Together, these areas reflect the sustainability

matters considered most relevant to Freightways and

its stakeholders, and provide the framework for the

Group’s sustainability activities, priorities and reporting.

OVERVIEW

PERFORMANCE

30

Freightways Annual Report 2026

FINANCIAL REPORTADDITIONAL DISCLOSURES

SDG 3
Health, Safety

and Wellbeing

The health, safety and wellbeing

of employees and contractors is a

focus area for Freightways. Across

the Group, activity is focused on

managing health and safety risks,

preventing harm and supporting

the physical and mental

wellbeing of the workforce.

Please refer to the Health and

Safety Update on pages 16 and 17.

SDG 8

Decent Work and

Economic Growth

Freightways’ workforce,

contractors and suppliers

are central to the reliable

delivery of services across

the Group. Activity is focused

on supporting workforce

development, maintaining fair

and sustainable contractor

arrangements, and strengthening

supply chain transparency.

This includes continuing to

advance the understanding

and management of human

rights and modern slavery risks

across Freightways’ operations

and broader value chain.

Please refer to the People Update

on pages 14 and 15.

SDG 9

Industry, Innovation

and Infrastructure

The reliable and efficient delivery

of services across Freightways’

network depends on resilient

infrastructure and continuous

operational improvements.

Activity is focused on improving

resource efficiency, supporting

innovation where it makes

commercial sense and maintaining

the infrastructure required to

sustain high-quality service

delivery across the Group.

Investment in technology and

operational improvement remains

central to Freightways’ approach.

Please refer to AI-Enabled Mail

Sortation case study on page 22.

SDG 13

Climate Action

Climate change presents both

risks and opportunities for

Freightways, with potential

implications for operations,

customer relationships, the

supply chain and long-term

strategic direction. Freightways

focuses on understanding and

managing climate-related risks

and impacts across the Group,

measuring emissions from its

operations and progressing

transition planning in line with

evolving regulatory requirements

and stakeholder expectations.

Further information on

Freightways’ climate-related

disclosures is available in the

2026 Climate Statement.

OVERVIEW

PERFORMANCE

31

Freightways Annual Report 2026

FINANCIAL REPORTADDITIONAL DISCLOSURES

Directors’ Report
The Directors of Freightways Group Limited

(Freightways) resolved to submit the following report

with respect to the financial position of the Group

as at 30 June 2026 and its financial performance

and cash flows for the year ended on that date.

DIRECTORS

The names and profiles of the Directors of the

Company in office at the date of this report are:

David Gibson |

B.Com, LLB (Hons)

David was appointed to the Board in April 2022.

David is a professional director and has a strong

background in strategy and finance with over 20

years investment banking experience, including as

Co-Head of Investment Banking in New Zealand

for Deutsche Bank and Deutsche Craigs. During his

finance career David has advised on many of New

Zealand’s largest capital market transactions. David

is Chair of Origin Capital Partners, Deputy Chair of

Goodman NZ and a director of Contact Energy.

Grant Devonport |

BBus, GDipBA

Grant was appointed a Director in November 2024. He

was appointed a Non-Executive Director of Auckland

International Airport in October 2024 after finishing

his executive career as Chief Financial Officer of

Australian Pacific Airports Corporation (APAC), owner

of both Melbourne and Launceston Airports and is also

a director of North Queensland Airports. Previously

Grant worked at Toll Holdings from 2006- 2015 where

he was CFO of both NZ (2006- 2008) and Group

CFO (2011- 2015) up to the time of the sale of the

business to Japan Post in 2015. Grant’s portfolio with

Toll included finance, Treasury, investor relations,

procurement, property, safety and technology.

Abby Foote |

LLB (Hons), BCA, CF Inst D, INFINZ (cert)

Abby was appointed a Director in June 2018. She is a

professional director with over 15 years governance

experience, with qualifications in both law and

accounting. Abby has experience in a range of senior

management, finance and legal roles, with a focus

on corporate finance and commercial transactions.

Abby is currently a director of KMD Brands Limited.

Peter Kean |

PMD Harvard

Peter was appointed a Director in July 2016. He

brings to Freightways many years of senior executive

experience with the Lion group of companies in both

New Zealand and Australia. Peter’s last executive

roles were as Managing Director of Lion Nathan

New Zealand and Managing Director of Lion Dairy

and Drinks, based in Melbourne. Peter retired from

Lion in 2014 and has since developed his career in

governance. Peter is involved in a number of private

companies both in New Zealand and in Australia.

Fiona Oliver |

LLB, BA, CF Inst D

Fiona was appointed a Director in July 2021. She is a

professional director, holding governance roles across

a range of business sectors including infrastructure,

retirement villages, technology, and financial

services. She is a board member of the New Zealand

Superannuation Fund and a director of Summerset

Group Limited, Gentrack Group Limited, Clarus

(previously the First Gas Group), Listed Investment

Vehicles and Wynyard Group Limited (in liquidation).

She is also a director and the Chair of Marlin Global,

Barramundi and Kingfish. Fiona’s executive career was

in financial services in New Zealand and overseas,

managing BT Funds Management, Westpac’s investment

arm, and AMP’s Wealth Management division in New

Zealand. In Sydney and London, Fiona managed

the Risk and Operations function of AMP’s global

private capital division. Fiona has also practised

as a senior corporate solicitor in New Zealand and

overseas, specialising in mergers and acquisitions.

*Mark Cairns was a Director and Chair of the Company during the year ended 30 June 2026 and retired from his role with effect on and from 30 July 2026.

OVERVIEW

PERFORMANCE

32

Freightways Annual Report 2026

FINANCIAL REPORTADDITIONAL DISCLOSURES

Independence of the Board
The Board has determined for the purposes of the NZX

Listing Rules that, as at 30 June 2026, David Gibson,

Grant Devonport, Abby Foote, Peter Kean, Fiona Oliver

and Mark Cairns (now retired) are independent Directors.

The Board assessed each Director’s independence

with regard to the NZX Listing Rules, the interests and

relationships of each Director and by considering each

of the factors set out in Table 2.4 of the NZX Corporate

Governance Code. The Board is satisfied that none of the

factors set out in Table 2.4 apply to any of the Directors.

Board skills matrix

The Board focuses on governance, strategy and

the oversight of the performance of the different

Freightways businesses and brands. The Directors

bring both proven experience in governance and

a strong background in business to their decision

making. Together, they provide the wide-ranging

skills needed to ensure the Board has the expertise

to set and approve strategic direction, make senior

management appointments, monitor performance,

manage risk and oversee our many stakeholder

relationships. The Board Skills Matrix below sets

out the skills of the Directors against the range

of expertise Freightways requires to succeed.

Skills & Experience: AreaSkills & Experience: Description

GovernanceUnderstanding of legal and regulatory frameworks

underpinning corporate governance principles

51

New Zealand & Australian

Listed Markets

Experience as a Non-Executive Director

of a listed entity (NZ or Australian)

51

Audit and RiskExperience in identifying, assessing and

monitoring systemic, existing and emerging

financial and non-financial risks

33

Business Operations

at Scale

Experience operating a large and/or

complex company or group of companies in

multiple countries over a period of time

42

International Transport,

Logistics, & Sector

Aligned Expertise

Experience and expertise in the international

transport, logistics, freight or associated sectors

213

Marketing, Brand, & SalesExperience in brand development, customer

relationships and supply chain

222

IT Platforms and

Digital Innovation

Experience in technology and innovation

and the impact on business operations

and customer experience

42

Australian MarketExperience and understanding of the

Australian market, including the macro-

political and economic environments

132

Health & SafetyExperience with the development and oversight

of frameworks focused on the identification,

assessment and assurance of operational

workplace, health and safety risks

51

Sustainability and

Climate Change

Understanding and experience in managing

the impact of the Group on the environment

and community, as well as the impact of

climate change on Group operations

141

EntrepreneurialExperience in starting, managing and scaling

new businesses and innovations

312

H = High competency, knowledge and experience P = Practised/direct experience A = Awareness

OVERVIEW

PERFORMANCE

33

Freightways Annual Report 2026

FINANCIAL REPORTADDITIONAL DISCLOSURES

Principal activities
The principal activities of the Group during the year

ended 30 June 2026 were the operation of express

package & business mail services and information

management services.

Consolidated result for the year

2026

$000

2025

$000

Operating revenue1,463,6451,289,559

Operating profit before interest and income tax1 67, 2 1 5146,089

Net interest and finance costs(33,584)(34,056)

Profit before income tax133,631112,033

Income tax(39,673)(31,925)

Profit for the year93,95880,108

Directors holding office during

the year were:

PA R E N T:

Mark Cairns (Chairman)

Grant Devonport

Abby Foote

David Gibson

Peter Kean

Fiona Oliver

SUBSIDIARIES:

Mark Troughear

Stephan Deschamps

Stephen Micallef (Australian subsidiaries only)

OVERVIEW

PERFORMANCE

34

Freightways Annual Report 2026

FINANCIAL REPORTADDITIONAL DISCLOSURES

Approved remuneration of Directors
(effective 1 November 2025):

Director remuneration is paid from the total director

fee pool that was last approved by shareholders at the

Annual Shareholders Meeting on 30 October 2025.

Group Fees (per annum)

Position

2026

$

2025

$

Board of DirectorsChair210,000185,000

Board of Directors – New Zealand basedMember105,000100,000

Board of Directors – Australia basedMember114,130-

Audit & Risk CommitteeChair23,00023,000

Audit & Risk Committee – New Zealand basedMember14,00014,000

Audit & Risk Committee – Australia basedMember15,217-

People & Safety CommitteeChair20,00019,000

People & Safety Committee – New Zealand basedMember10,00010,000

People & Safety Committee – Australia basedMember10,870-

Committee work pool (if required)188,78642,145

Total annual fee pool limit1,050,000965,000

Remuneration received by Directors

Directors of the Company’s subsidiaries do not

receive any remuneration or other benefits in their

capacity as a director of those companies, except

indemnity and insurance referred to in the Directors’

and Officers’ Liability Insurance section on page 43.

Directors of Freightways (Parent company)

2026

$

2025

$

Mark Cairns225,667209,000

Grant Devonport (appointed 25 November 2024)134,67381,510

Abby Foote126,333123,000

David Gibson117,333114,000

Peter Kean123,000119,000

Fiona Oliver113,333110,000

Mark Rushworth (retired 23 October 2024)-36,667

Total non-executive Directors840,339793,177

OVERVIEW

PERFORMANCE

35

Freightways Annual Report 2026

FINANCIAL REPORTADDITIONAL DISCLOSURES

Chief Executive’s remuneration
Financial YearFixed RemunerationShort Term Incentive (STI)Long Term Incentive (LTI)Total

Base Salary

Other Benefits

(including

statutory

benefits)Earned

Amount

Earned as a %

of maximum

Award

Number of

Shares Vested

% of Maximum

Awarded for

the relevant

performance

period

Weighted Average

Market Price at

Vesting Date

Total LTI

Plan Value

(Fixed

remuneration

+ STI + LTI

Vested)

$000$000$000%%$ per share$000$000

20261,064704728247,7 8 19712.786112,217

20251,01298460838,418389.25781,648

Five-year summary – Chief Executive’s remuneration

Financial yearCEO

Total remuneration

Percentage STI

against maximum

Percentage vested LTI

against maximum

Span of LTI

performance period

$000%%

2026Mark Troughear2,2178297FY23-FY25

2025Mark Troughear1,6488338FY22-FY24

2024Mark Troughear1,7577791FY21-FY23

2023Mark Troughear1,7939084FY20-FY22

2022Mark Troughear1,668100100N/A

The remuneration of the CEO in the remuneration tables above includes the STI and LTI incentive payments made during the

year ended 30 June 2026 in respect of the 2025 financial year performance. No amount is included above in respect of incentive

payments for the 2026 financial year, as these were paid in August 2026.

OVERVIEW

PERFORMANCE

36

Freightways Annual Report 2026

FINANCIAL REPORTADDITIONAL DISCLOSURES

Breakdown of Chief Executive’s pay for performance
DescriptionPerformance measuresAchieved (%)

STI55% of base salary. Based on a combination of

financial and non-financial performance measures.

70% weighting on achievement of Board approved earnings before interest, tax and amortisation (EBITA).100%

30% weighting on individual performance comprising strategy development & delivery, health & safety and

carbon emissions reduction strategy.

100%

LT I50% of base salary. Conditional awards of shares

under long-term incentive scheme with a vesting

period of 3 years ending 30 June 2028.

Relative TSR (rTSR) - 50% of the share rights are subject to a total shareholder return (TSR), whereby half

these share rights vest if Freightways outperforms the NZX50 index median, pro-rated up to 100% vesting at

the 75th percentile of the index constituents.

Absolute TSR (aTSR) - 50% of the share rights are subject to an absolute TSR measured against a fixed

annualised return threshold, whereby half these share rights vest when it equals 10.3%, pro-rated up to

100% vesting for achieving a TSR equal to or above 11.3%, over the vesting period.

Chief Executive’s STI Structure

ObjectiveMaximum % potential% of objective achieved

EBI TA70%100%

Health & safety12.5%100%

Strategic objective10%100%

Climate & sustainability7. 5 %100%

Total100%100%

The STI achievements in the tables above are in respect of the 2026 financial year performance and were paid

in August 2026.

In addition, the Chief Executive receives overachievement of

earnings before interest, tax and amortisation (EBITA) over a

Board approved EBITA target, calculated as follows:

i No incentive is payable until 90% of budget EBITA is

achieved

ii At 90% of budget EBITA, 50% of the incentive is payable

iii At 95% of budget EBITA, 75% of the incentive is payable

iv At 100% of budget EBITA, 100% of the incentive is payable

v At 105% of budget EBITA, 125% of the incentive is payable

vi At 110% of budget EBITA, 150% of the incentive is payable

vii Pro-rata between 90% and 110% of budget EBITA

viii Overachievement is capped at 150% of the EBITA portion of

the STI payment and pro-rated from 100%-150%

OVERVIEW

PERFORMANCE

37

Freightways Annual Report 2026

FINANCIAL REPORTADDITIONAL DISCLOSURES

CEO’s LTI summary

Awarded during the reporting periodShares Vested during the reporting period

Shares issued/transferred

during the reporting period

Share

Rights

Award

Date

Vesting

Date

Balance

of share

rights at

30 June

2025

Share

rights

awarded

Market

Price at

Award ($)

Share rights

lapsed

during the

reporting

period

Shares

Vested

Market Price

at Vesting

Date

Vesting

Date

Shares

issued /

transferred

Market price

at issue /

transfer date

Issue /

transfer

date

Balance

of share

rights at 30

June 2026

27

February

2026

August

2028

-43,65614.35--To be

determined on

transfer date

August

2028

-To be

determined on

transfer date

N/A43,656

22 October

2024

August

2027

54,398-9.75--To be

determined on

transfer date

August

2027

-To be

determined on

transfer date

N/A54,398

25 October

2023

August

2026

59,259-8.05--To be

determined on

transfer date

August

2026

-To be

determined on

transfer date

N/A59,259

24

November

2022

August

2025

46,462-9.991,48729,41011.80August

2025

29,41011.80August

2025

-

15,56514.35February

2026

15,56514.35February

2026

In February 2026, a further 2,806 shares were issued to the Chief Executive following an external review of the TSR calculation for share rights that vested on 30 June 2024.

The market price on the issue date was $14.35 per share.

OVERVIEW

PERFORMANCE

38

Freightways Annual Report 2026

FINANCIAL REPORTADDITIONAL DISCLOSURES

Three-year summary
– TSR performance


75th Percentile


Freightways Group Limited


50th Percentile


S&P NZX 50 Index

30/06/2023

30/09/2023

31/12/2023

31/03/2024

30/06/2024

30/09/2024

31/12/2024

31/03/2025

30/06/2025

30/09/2025

31/12/2025

31/03/2026

30/06/2026

0%

50%

100%

150%

200%

250%

TSR%

OVERVIEW

PERFORMANCE

39

Freightways Annual Report 2026

FINANCIAL REPORTADDITIONAL DISCLOSURES

Chief Executive’s remuneration
performance pay for FY26

0

500

1,000

1,500

2,000

2,500

3,000

$000

FixedOn-planMaximum

Base Salary & Benefits

Annual variable

LTI vested during the year

Remuneration of other officers

Fixed remuneration of other officers, not being Directors of the Company, representing

a range from 77% to 80% of their total remuneration, is benchmarked to market

and consists of base salary and matched KiwiSaver contributions up to a maximum

of 3.5%. The officers participate in an at-risk short-term incentive (STI) scheme,

representing a range from 20% to 23% of their total remuneration, that reflects the

achievement of predetermined company profit levels and individual performance

objectives aligned to business strategy and goals. In addition, the officers receive 2%

of earnings before interest, tax and amortisation (EBITA) over a Board approved EBITA

target. The officers also participate in the Freightways Senior Executive Performance

Share Plan (the ‘Plan’) described in Note 22 of the Financial Statements by way of

an annual allocation of Performance Share Rights (PSRs). The PSRs have a 3-year

vesting period and are subject to the achievement of financial hurdles, as described

in Note 22. Both the STI scheme and Senior Executive Performance Share Plan are

variable, performance-based incentives and are only awarded if specific financial

and non-financial performance hurdles are met, and at the discretion of the Board.

Remuneration framework

The remuneration framework of the Company is detailed in the Company’s

Remuneration Policy (which can be found at https://www.freightways.co.nz/

our-profile/corporate-governance/) and is overseen by the People & Safety

Committee. Further information on the Remuneration Policy and the People & Safety

Committee is set out within the Corporate Governance Statement on page 103.

OVERVIEW

PERFORMANCE

40

Freightways Annual Report 2026

FINANCIAL REPORTADDITIONAL DISCLOSURES

Remuneration of employees
The following table notes the number of employees or

former employees, not being Directors of the Company,

within the Group who, during the reporting period,

received remuneration and any other benefits in their

capacity as employees, the value of which was or

exceeded $100,000 per annum, in brackets of $10,000:

Group

20262025

$100,000 – $109,999146211

$110,000 – $119,999141105

$120,000 – $129,9999895

$130,000 – $139,9998871

$140,000 – $149,9997559

$150,000 – $159,9994432

$160,000 – $169,9993730

$170,000 – $179,9993127

$180,000 – $189,9992420

$190,000 – $199,9992316

$200,000 – $209,9991714

$210,000 – $219,999816

$220,000 – $229,9991112

$230,000 – $239,99999

$240,000 – $249,999145

$250,000 – $259,999127

$260,000 – $269,99969

$270,000 – $279,99992

$280,000 – $289,99965

$290,000 – $299,99951

$300,000 – $309,99924

$310,000 – $319,99957

$320,000 – $329,99944

$330,000 – $339,99964

$340,000 – $349,9991-

$350,000 – $359,99931

Group

20262025

$360,000 – $369,99941

$370,000 – $379,9991-

$380,000 – $389,99911

$390,000 – $399,99922

$410,000 – $419,9991-

$420,000 – $429,9991-

$430,000 – $439,999-2

$440,000 – $449,999-1

$460,000 – $469,9993-

$470,000 – $479,9991-

$490,000 – $499,9992-

$500,000 – $509,9991-

$510,000 – $519,999-1

$530,000 – $539,9991-

$540,000 – $549,9991-

$550,000 – $559,9991-

$580,000 – $589,999-1

$610,000 – $619,999-2

$700,000 – $709,9991-

$750,000 – $759,9991-

$790,000 – $799,999-1

$830,000 – $839,9991-

$1,030,000 – $1,039,9991-

$1,640,000 – $1,649,999-1

$2,210,000 – $2,219,9991-

TOTAL EMPLOYEES850779

OVERVIEW

PERFORMANCE

41

Freightways Annual Report 2026

FINANCIAL REPORTADDITIONAL DISCLOSURES

Entries in the
Register of Directors’ interests

The Register of Directors’ Interests records that

the following Directors of Freightways Group

Limited have an equity interest in the Company.

DirectorFully-paid ordinary shares

Mark Cairns50,000

Grant Devonport 17,000

Abby Foote14,665

David Gibson20,610

Peter Kean51,500

Fiona Oliver4,359

The following table shows transactions recorded in respect of securities acquired or disposed

of by Directors of Freightways Group Limited during the year ended 30 June 2026:

Directors are not required to hold any equity securities in the Company although it is encouraged.

Number Acquired

/ (Disposed)

Consideration

per share

Grant Devonport

On-market purchase of ordinary shares on 22 August 20253,000$12.18

On-market purchase of ordinary shares on 4 May 20267$12.78

On-market purchase of ordinary shares on 5 May 20261,993$12.90

David Gibson

On-market sale of ordinary shares on 5 March 2026(202)$14.03

FREIGHTWAYS GROUP LIMITED SHARES

At 30 June 2026 Directors of Freightways Group Limited held the following number of equity securities in

the Company:

OVERVIEW

PERFORMANCE

42

Freightways Annual Report 2026

FINANCIAL REPORTADDITIONAL DISCLOSURES

Other interests
Listed below are details of the entries made in the Interests Register of the

Company during the year, together with the existing entries as at 30 June 2026.

NameName of company/entityNature of interest

Abby FooteKMD Brands LimitedDirector

David Gibson Goodman New Zealand Limited and

associated group companies

Deputy Chair

Director

Contact Energy LimitedDirector

Fiona OliverBarramundi LimitedChair*

Director

Gentrack Group LimitedDirector

Clarus (previously First Gas group companies)Director

Kingfish LimitedChair*

Director

Marlin Global LimitedChair*

Director

Guardians of New Zealand SuperannuationBoard member

Summerset Group Holdings LimitedDirector

Wynyard Group Limited (in liquidation) Director

Grant DevonportAuckland International AirportDirector

North Queensland AirportsDirector*

Mark CairnsAuckland International AirportDirector

Briscoes GroupDirector*

Peter KeanTrojan Holdings LimitedDirector

* Entry added by notice given by the Director during the year.

** Entry removed by notice given by the Director during the year.

Directors’ and Officers’ liability insurance

Deeds of indemnity have been granted by the Company in favour of the Directors of

the Company and its subsidiaries, to the fullest extent permitted by the Companies

Act 1993. In accordance with the deeds of indemnity, the Company has insured all

its Directors and the Directors of its subsidiaries against liabilities to other parties

(except the Company or a related party of the Company) that may arise from their

positions as Directors. Freightways’ liability insurance also covers Officers of the

Group. The insurance does not cover liabilities arising from criminal actions.

For and on behalf of the Board this 17th day of August 2026.

David Gibson

CHAIRMAN

Abigail Foote

DIRECTOR

OVERVIEW

PERFORMANCE

43

Freightways Annual Report 2026

FINANCIAL REPORTADDITIONAL DISCLOSURES

Financial
Report

44

45 Independent Auditor’s report

48 Income statement

49 Statement of

comprehensive income

50 Statement of changes

in equity

51 Balance sheet

53 Statement of cash flows

54 Notes to the

financial statements

44Freightways Annual Report 2026


PricewaterhouseCoopers, PwC Tower, 15 Customs Street West,

Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000

pwc.co.nz

Independent auditor’s report

To the shareholders of Freightways Group Limited

Our opinion

In our opinion, the accompanying consolidated financial statements (the financial statements) of Freightways

Group Limited (the Company), including its subsidiaries (the Group), present fairly, in all material respects, the

financial position of the Group as at 30 June 2026, 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 Accounting Standards (IFRS Accounting Standards).

What we have audited

The Group's financial statements comprise:

• the balance sheet as at 30 June 2026;

• the income statement for the year then ended;

• 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, comprising material accounting policy information 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 Group in accordance with Professional and Ethical Standard 1 International Code of

Ethics for Assurance Practitioners (including International Independence Standards) (New Zealand) issued by

the New Zealand Auditing and Assurance Standards Board (PES 1) and the International Code of Ethics for

Professional Accountants (including International Independence Standards) issued by the International Ethics

Standards Board for Accountants (IESBA Code), as applicable to audits of financial statements of public interest

entities. We have also fulfilled our other ethical responsibilities in accordance with PES 1 and the IESBA Code.

2 PwC - Independent auditor’s report

In our capacity as auditor and assurance practitioner, our firm also provided review and other assurance services.

Our firm has also carried out an assignment in the area of executive long term incentives market practice

benchmarking. In addition, certain partners and employees of our firm may deal with the Group on normal terms

within the ordinary course of trading activities of the business. The firm has no other relationship with, or interests

in, the Group.

Key audit matters

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. These matters were 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

these matters.

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


Revenue recognition


The Group’s operating revenue of $1,464 million for the

current year (30 June 2025: $1,290 million) primarily

consisted of express package, refrigerated transport and

storage, postal, storage and handling, destruction activities

and digital services, as disclosed in Note 3 of the financial

statements.

Given the significance of revenue to the Group’s financial

statements and the high volume of transactions processed

across multiple businesses and revenue streams, revenue

recognition required significant auditor attention and was

therefore considered to be a key audit matter.

We obtained an understanding and evaluated the Group’s

processes and controls relating to revenue recognition for

each material revenue stream.

Our audit procedures in relation to revenue recognition for

each material revenue stream included:

• challenging the material judgements made by

management in applying the standard, including

assessing a sample of individual contracts against the

requirements of NZ IFRS 15, particularly the

determination of performance obligations;

• performing substantive analytical procedures to test the

accuracy and occurrence of revenue for specific revenue

streams, including considering the reliability of the data

used in the analytics;

• testing a sample of revenue transactions to assess the

completion of performance obligations;

• testing a sample of revenue transactions to assess the

accuracy of pricing to supporting documentation;

• for a sample of transactions within accounts receivable

during the year, we obtained either confirmation of the

amount owing from the customer, or evidence of the

amount owing from alternative procedures including

testing of subsequent receipts or shipping documentation;

• identifying journal entries affecting revenue that met

specified characteristics and, for a sample of journals,

inspecting supporting documentation and evaluating the

business rationale; and

• assessing the disclosures made against the requirements

of the accounting standards.


Impairment assessment of goodwill and indefinite life

brand names


As disclosed in Note 14, the Group has goodwill and brand

names with carrying values of $497.4 million and $163.0

million respectively (30 June 2025: $408.1 million and $156.6

million).

Goodwill and indefinite life brand names are allocated to

cash-generating units (CGUs) for the purpose of impairment

testing.

Management performed an annual impairment assessment

using value in use (VIU) models to determine whether the

carrying value of assets held by each CGU is recoverable.

The carrying value of goodwill and indefinite life brand names

is an area of focus for the audit and a key audit matter as it is

Based on the level of headroom and the sensitivity to

impairment of each CGU, our audit procedures relating to the

estimates and judgements in the VIU models included the

following:

• gaining an understanding of the business process and

controls applied by management in preparing the

impairment assessments;

• considering the appropriateness of the determination of

CGUs and recalculating the carrying amounts of net

assets;

• evaluating whether corporate costs have been

appropriately considered;

• testing the mathematical accuracy of the models used to

determine the VIU;

ADDITIONAL DISCLOSURES

45

FINANCIAL REPORT

OVERVIEWPERFORMANCE

Freightways Annual Report 2026

3 PwC - Independent auditor’s report
a significant financial statement line item on the balance

sheet and involves estimation and judgement about future

business performance, which includes certain key

assumptions such as revenue growth, earnings before

interest, tax, depreciation and amortisation (EBITDA) margin,

terminal growth rates, and the pre-tax discount rate.

For each CGU, the recoverable amount based on the value

in use calculation was higher than the carrying value of the

CGU and, as a result, no impairment was recognised.

However, the level of headroom varied across the CGUs.

Management’s assessment for the Big Chill CGU indicated

headroom of $2.9 million at 30 June 2026, compared with

$39.7 million at 30 June 2025. As disclosed in Note 14,

reasonably possible changes to the VIU model assumptions

for forecast earnings, the terminal growth rate, or the pre-tax

discount rate could result in the recoverable amount no

longer exceeding the carrying amount of the Big Chill CGU.

• reviewing historical years actual revenue and EBITDA

against the original budgeted performance to determine

the reliability of the budgeting process and considering the

impact on forecast performance;

• obtaining an understanding of the current and forecast

outlook for the business and management’s basis for

determining the key assumptions in preparing the forecast

cash flows. This included management's assessment of

the likely impact of climate change;

• agreeing forecast future performance included in the

impairment assessments to the budgets approved by the

Board of Directors;

• with the assistance of our auditor’s valuation expert,

assessing the appropriateness of the terminal growth and

discount rates; and

• performing a sensitivity analysis over key assumptions to

determine whether reasonably possible changes could

result in impairment of goodwill.

We also reviewed the financial statements for appropriate

disclosure of key assumptions, including the impact of any

reasonably possible changes which could result in an

impairment.


VT Freight Express acquisition accounting


As disclosed in Note 30, on 30 January 2026, the Group

completed the acquisition of the business and assets of VT

Freight Express Pty Ltd for total consideration of $82.5

million.

The fair values of the separately identifiable assets and

liabilities arising from the acquisition were determined as part

of the purchase price allocation. The purchase price

allocation resulted in the recognition of customer

relationships of $27.8 million and goodwill of $60.2 million.

Management engaged an external valuation expert to assist

with the identification and valuation of the separately

identifiable intangible assets acquired.

We consider the accounting for the acquisition to be a key

audit matter due to the significance of the acquisition to the

Group and the judgement involved in identifying and valuing

the assets and liabilities acquired.

In particular, the valuation of the customer relationships

involved judgement in relation to forecast revenue and

margins, customer attrition, contributory asset charge, and

the discount rate.

We obtained an understanding and evaluated the Group’s

process for accounting for the acquisition.

Our audit procedures included:

• reading the Sale and Purchase Agreement to understand

the key terms and conditions, including assessing the

acquisition date;

• agreeing the consideration paid to supporting

documentation;

• gaining an understanding of management’s approach to

identifying separately identifiable intangible assets and

determining the fair value of the assets and liabilities

acquired;

• considering whether all material identifiable assets and

liabilities had been recognised in accordance with the

requirements of NZ IFRS 3 Business Combinations;

• obtaining and reading the valuation report prepared by

management’s external expert and, with the assistance of

our auditor’s valuation expert, assessing the valuation

methodology and key assumptions used in valuing the

customer relationships;

• testing the mathematical accuracy of the purchase price

allocation, including the resulting goodwill; and

• assessing the disclosures made against the requirements

of the accounting standards.


4 PwC - Independent auditor’s report

Our audit approach

Overview


Overall group materiality: $6.66 million, which represents approximately 5% of profit before

tax.

We chose profit before tax as the benchmark because, in our view, it is the benchmark

against which the performance of the Group is most commonly measured by users and is a

generally accepted benchmark.


The scope of our audit and the nature, timing and extent of audit procedures performed were

determined by our risk assessment, the financial significance of components and other

qualitative factors (including history of misstatement through fraud or error).

We performed audit procedures over components considered financially significant in the

context of the Group (full scope audit) or in the context of individual primary statement

account balances (audit of specific account balances). We performed other procedures

including analytical review procedures to address the risk of material misstatement in the

residual components.


As reported above, we have three key audit matters, being:

• Revenue recognition

• Impairment assessment of goodwill and indefinite life brand names

• VT Freight Express acquisition accounting




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.

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 the aggregate, they could reasonably be

expected to influence the economic decisions of users taken on the basis of the financial statements.

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

overall group 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 the aggregate, on the financial

statements as a whole.

How we tailored our group audit scope

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 Group, the accounting processes and

controls, and the industries in which the Group operates.


ADDITIONAL DISCLOSURES

46

FINANCIAL REPORT

OVERVIEWPERFORMANCE

Freightways Annual Report 2026Freightways Annual Report 2026

5 PwC - Independent auditor’s report
Other information

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

in the Annual Report and the Climate Statement, but does not include the financial statements and our auditor’s

report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of

audit opinion or assurance conclusion thereon. We issue a separate limited assurance report on the Greenhouse Gas

Disclosures included in the Climate Statement.

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. If, based on the work we have

performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that

there is a material misstatement of this other information, we are required to report that fact. We have nothing to

report in this regard.

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 Accounting Standards, and for such internal control as the

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

misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to continue as a

going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of

accounting unless the Directors either intend to liquidate the Group or 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/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/

This description forms part of our auditor’s report.

6 PwC - Independent auditor’s report

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 Richard Day.

For and on behalf of:

PricewaterhouseCoopers Auckland

17 August 2026



ADDITIONAL DISCLOSURES

47

FINANCIAL REPORT

OVERVIEWPERFORMANCE

Freightways Annual Report 2026Freightways Annual Report 2026

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

48Freightways Annual Report 2026

PERFORMANCE

Income Statement

FOR THE YEAR ENDED 30 JUNE 2026

Group

Note

2026

$000

2025

$000

Operating revenue2 & 31,463,6451,289,559

Transport and logistics expenses(644,304)(536,741)

Employee benefits expenses(392,844)(373,374)

Occupancy expenses(14,466)(12,564)

General and administration expenses(134,209)(120,046)

Depreciation and software amortisation4(96,552)(90,189)

Amortisation of intangibles4(14,355)(12,306)

Change in fair value of contingent consideration3001,750

Operating profit before interest and income tax1 67, 2 1 5146,089

Net interest and finance costs4(33,584)(34,056)

Profit before income tax133,631112,033

Total income tax5(39,673)(31,925)

Profit for the year 93,95880,108

Profit for the year is attributable to:

Owners of the parent93,73179,919

Non-controlling interests227189

93,95880,108

Earnings per share25

Basic earnings per share (cents)52.4 4 4.7

Diluted earnings per share (cents)52.244.6

Note: All revenue and earnings are from

continuing operations.The above Income Statement should be read in conjunction with the accompanying notes.

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

49Freightways Annual Report 2026

PERFORMANCE

Statement of

Comprehensive Income

FOR THE YEAR ENDED 30 JUNE 2026

The Board of Directors of Freightways Group Limited

authorised these financial statements for issue on the

date below.

For and on behalf of the Board this 17th day of

August 2026.

Group

Note

2026

$000

2025

$000

Profit for the year93,95880,108

Other comprehensive income

Items that may be reclassified

subsequently to profit or loss:

Exchange differences on translation

of foreign operations

2132,703(4,379)

Cash flow hedges taken directly to equity, net of tax211,280(1,978)

Total other comprehensive income after income tax33,983(6,357)

Total comprehensive income for the year 1 27,9 4173,751

Total comprehensive income for the year is attributable to:

Owners of the parent1 2 7,7 1 473,562

Non-controlling interests227189

1 27,9 4173,751

The above Statement of Comprehensive Income should be read in conjunction with the accompanying notes.

Abigail Foote

DIRECTOR

David Gibson

CHAIR

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

50Freightways Annual Report 2026

PERFORMANCE

Statement of Changes in Equity

FOR THE YEAR ENDED 30 JUNE 2026

Note

Contributed

equity

$000

Retained

earnings

$000

Cash flow hedge

reserve

$000

Foreign currency

translation

reserve

$000

Non-controlling

interests

$000

Total

equity

$000Group

Balance at 1 July 2024308,386190,4761,024(8,021)404492,269

Profit for the year-79,919--18980,108

Exchange differences on translation of foreign operations---(4,379)-(4,379)

Cash flow hedges taken directly to equity, net of tax--(1,978)--(1,978)

Total Comprehensive Income-79,919(1,978)(4,379)18973,751

Dividend payments6-(67,932)--(166)(68,098)

Shares issued212,045----2,045

Balance at 30 June 2025310,431202,463(954)(12,400)427499,967

Profit for the year-93,731--22793,958

Exchange differences on translation of foreign operations---32,703-32,703

Cash flow hedges taken directly to equity, net of tax--1,280--1,280

Total Comprehensive Income-93,7311,28032,7032271 27,9 41

Dividend payments6-(75,155)--(210)(75,365)

Shares issued213,031----3,031

Balance at 30 June 2026313,462221,03932620,303444555,574

The above Statement of Changes in Equity should be read in conjunction with the accompanying notes.

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

51Freightways Annual Report 2026

PERFORMANCE

Balance Sheet

AS AT 30 JUNE 2026

Group

Note

2026

$000

2025

$000

Current assets

Cash and cash equivalents732,90 443,261

Trade and other receivables8190,337166,320

Inventories913,49612,358

Contract assets2,9873,057

Derivative financial instruments10415-

Total current assets240,139224,996

Non-current assets

Other non-current assets84,3254,212

Loans to related parties180180

Property, plant and equipment12174 ,79 1160,722

Right-of-use assets13315,554325,199

Intangible assets14769,199651,466

Investments in associates and joint venture1514,62114,024

Derivative financial instruments1053-

Total non-current assets1,278,7231,155,803

Total assets1,518,8621,380,799

Current liabilities

Trade and other payables17170,216144,840

Borrowings2082,99321,538

Lease liabilities1364,8645 7,75 8

Income tax payable11,04422,412

Provisions184,9613,506

Contract liabilities1914,54820,500

Derivative financial instruments10-71

Total current liabilities348,626270,625

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

52Freightways Annual Report 2026

PERFORMANCE

Balance Sheet continued

AS AT 30 JUNE 2026

Group

Note

2026

$000

2025

$000

Non-current liabilities

Borrowings20245,649236,94 3

Deferred tax liability1647, 2 0 343,586

Provisions1817, 4 2 912,476

Lease liabilities13304,381315,931

Derivative financial instruments10-1,271

Total non-current liabilities614,662610,207

Total liabilities963,288880,832

NET ASSETS555,574499,967

Equity

Contributed equity21313,462310,431

Retained earnings221,039202,463

Cash flow hedge reserve10326(954)

Foreign currency translation reserve20,303(12,400)

555,130499,540

Non-controlling interests444427

TOTAL EQUI T Y555,574499,967

The above Balance Sheet should be read in conjunction with the accompanying notes.

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

53Freightways Annual Report 2026

PERFORMANCE

Statement of Cash Flows

FOR THE YEAR ENDED 30 JUNE 2026

Group

Note

2026

$000

2025

$000

Inflows

(Outflows)

Inflows

(Outflows)

Cash flows from operating activities

Receipts from customers1,442,2301,284,359

Payments to suppliers and employees (1,162,880)(1,041,248)

Cash generated from operations279,350243,111

Interest received1,1801,066

Interest and other costs of finance paid(34,207)(35,769)

Income taxes paid(58,876)(34,761)

Net cash inflows from operating activities231 8 7, 4 47173,647

Cash flows from investing activities

Payments for property, plant and equipment(29,825)(25,907)

Payments for software and other intangibles(4,123)(3,637)

Proceeds from disposal of property, plant and equipment634571

Payments for businesses acquired (net of cash acquired) 30(82,472)(4,813)

Receipts from joint ventures and associates1,7501,600

Net cash outflows from investing activities(114,036)(32,186)

Cash flows from financing activities

Dividends paid(75,365)(68,098)

Net increase (decrease) in bank borrowings53,289(5,092)

Proceeds from issue of ordinary shares 645400

Principal elements of lease payments(63,730)(57,698)

Net cash outflows from financing activities(85,161)(130,488)

Net (decrease) increase in cash and cash equivalents(11,750)10,973

Cash and cash equivalents at beginning of year43,26135,653

Exchange rate adjustments 1,393(3,365)

Cash and cash equivalents at end of year732,90443,261

The above Statement of Cash Flows should be read

in conjunction with the accompanying notes.

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

54Freightways Annual Report 2026

PERFORMANCE

Notes to the Financial Statements

FOR THE YEAR ENDED 30 JUNE 2026

Note 1. Material Accounting

Policy Information

(A) REPORTING ENTITY AND STATUTORY BASE

Freightways Group Limited is a company registered

under the Companies Act 1993 and is an FMC reporting

entity under Part 7 of the Financial Markets Conduct Act

2013. The financial statements of the Group have been

prepared in accordance with the requirements of Part

7 of the Financial Markets Conduct Act 2013 and the

NZX Main Board Listing Rules. In accordance with the

Financial Markets Conduct Act 2013, Group financial

statements are prepared and presented for Freightways

Group Limited and its subsidiaries. Accordingly, separate

financial statements for Freightways Group Limited

are not required to be prepared and presented.

The financial statements are stated in New Zealand

dollars rounded to the nearest thousand, unless

otherwise indicated.

Basis of preparation

The financial statements of the Group have been

prepared in accordance with Generally Accepted

Accounting Practice in New Zealand (NZ GAAP).

The Group is a for-profit entity for the purposes of

complying with NZ GAAP. The financial statements

comply with New Zealand equivalents to International

Financial Reporting Standards (NZ IFRS), other New

Zealand accounting standards and authoritative notices

that are applicable to entities that apply NZ IFRS. The

financial statements comply with International Financial

Reporting Standards Accounting Standards (IFRS).

The financial statements have been prepared on a

historical cost basis, except for derivative financial

instruments and acquisition earn-out payables,

which have been measured at fair value.

Going concern assumption

The Group has negative working capital of $108.5

million. This is due partly to contract liabilities for

deferred revenue (prepaid ticket liability) of $14.5

million and borrowings repayable within 12-months of

$83 million which are classified as a current liability

(2025: negative working capital of $45.6 million

due to contract liabilities and borrowings repayable

within 12-months). The Group has undrawn bank

loan and bank overdraft facilities as at 30 June 2026

totalling $139.9 million (2025: $142.9 million) to

meet obligations and continue for the foreseeable

future, being at least 12 months from the date of

approval of the financial statements. Accordingly,

there are no material uncertainties related to events

or conditions that may cast significant doubt upon

the Group’s ability to continue as a going concern

for the purpose of these financial statements.

Critical accounting estimates and judgements

The preparation of financial statements in conformity

with NZ IFRS requires the use of certain critical

accounting estimates, where necessary, and may

require management to exercise judgement in

the process of applying the Group’s accounting

policies. Specific areas of critical accounting

estimates and assumptions used are as follows:

(i) Carrying value of indefinite life intangible assets

Impairment assessments are performed by

management, annually or where there is an indicator

of impairment, to assess the carrying value of

indefinite life intangible assets, including goodwill

and brand names. The recoverable amounts of cash-

generating units have been determined based on

the greater of value-in-use and fair value less cost of

disposal calculations. These calculations require the

use of estimates. Refer to Note 14.

(ii) Customer relationships

The estimation of the useful lives of customer

relationships has been based on historical

experience. The useful lives are reviewed at least

once per year and adjustments to useful lives are

made when considered necessary. Refer Note 14.

(iii) Purchase price allocation for acquisitions

During the year, the Group acquired a business

as described in Note 30. All identifiable assets

and liabilities, including intangible assets, were

measured at fair value at acquisition date. In

deriving a fair value for identifiable intangibles, the

Group used a variety of valuations methods and

key assumptions to reflect what a typical market

participant would apply if they were to buy or sell

each asset on an individual basis.

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

55Freightways Annual Report 2026

PERFORMANCE

(B) BASIS OF CONSOLIDATION

(i) Subsidiaries

Subsidiaries are entities that are controlled either

directly by the Company or where the substance

of the relationship between the Company and the

entity indicates the Company controls it. The results

of businesses acquired or disposed of during the

year are included in the income statement from the

date of acquisition or up to the date of disposal.

The financial statements include the Company and

its subsidiaries accounted for using the acquisition

method. The cost of an acquisition is measured as the

fair value of the assets acquired, equity instruments

issued and liabilities incurred or assumed at the

date of acquisition. Costs directly attributable to the

acquisition are expensed to the income statement.

Identifiable assets acquired, liabilities and contingent

liabilities assumed in a business combination are

measured initially at their fair values at acquisition

date. The Group recognises any non-controlling

interest in an acquired entity on an acquisition-by-

acquisition basis either at fair value or as the non-

controlling interest’s proportionate share of the

acquired entity’s net identifiable assets. The excess

of the consideration transferred over the fair value

of the Group’s share of the identifiable net assets

acquired is recorded as goodwill.

All material transactions between subsidiaries

or between the Company and subsidiaries are

eliminated on consolidation. Accounting policies of

subsidiaries are consistent with those adopted by

the Group.

Any contingent consideration to be transferred

by the Group is recognised at fair value at the

acquisition date. Subsequent changes to the fair

value of the contingent consideration that is deemed

to be an asset or liability is recognised in accordance

with NZ IFRS 9 in the income statement. Contingent

consideration that is classified as equity is not

remeasured, and its subsequent settlement is

accounted for within equity.

(ii) Joint arrangements and joint ventures

The Group applies NZ IFRS 11 to all joint

arrangements. Under NZ IFRS 11 investments in

joint arrangements are classified as either joint

operations or joint ventures depending on the

contractual rights and obligations of each investor.

The Group has assessed the nature of its joint

arrangements and determined them to be joint

ventures. Joint ventures are accounted for using the

equity method.

Under the equity method of accounting, interests

in joint ventures are initially recognised at cost

and adjusted thereafter to recognise the Group’s

share of the post-acquisition profits or losses and

movements in other comprehensive income. When

the Group’s share of losses in joint venture equals

or exceeds its interests in the joint venture (which

includes any long-term interests that, in substance,

form part of the Group’s net investment in the joint

venture), the Group does not recognise further

losses, unless it has incurred obligations or made

payments on behalf of the joint venture.

Unrealised gains on transactions between the Group

and its joint ventures are eliminated to the extent of

the Group’s interest in the joint ventures. Unrealised

losses are also eliminated unless the transaction

provides evidence of an impairment of the asset

transferred. Accounting policies of joint ventures

are changed where necessary to ensure consistency

with the policies adopted by the Group.

(C) FOREIGN CURRENCY TRANSLATION

(i) Functional and presentation currency

Items included in the financial statements of

each entity in the Group are measured using

the currency that best reflects the primary

economic environment in which the entity

operates (the “functional currency”). The financial

statements are presented in New Zealand Dollars,

which is the Company’s functional currency

and the Group’s presentation currency.

(ii) Transactions and balances

Transactions in foreign currencies are translated

into the functional currency using the foreign

exchange rate ruling at the date of the transaction.

Foreign exchange gains and losses resulting from

the settlement of such transactions and from the

translation at year-end exchange rates of monetary

assets and liabilities denominated in foreign

currencies are recognised in the income statement,

except when deferred in equity as qualifying cash

flow hedges.

(iii) Foreign operations


The results and balance sheets of foreign operations

(none of which has the currency of a hyperinflationary

economy) that have a functional currency different

from the presentation currency are translated into the

presentation currency as follows:

- assets and liabilities for the balance sheet

presented are translated at the closing rate at the

date of the balance sheet;

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

56Freightways Annual Report 2026

PERFORMANCE

- income and expenses for the income statement

are translated at average exchange rates (unless

this is not a reasonable approximation of the

cumulative effect of the rates prevailing on the

transaction dates, in which case income and

expenses are translated at the dates of the

transactions); and

- all resulting exchange differences are recognised

as a separate component of equity.

Goodwill and fair value adjustments arising on the

acquisition of a foreign operation are treated as

assets and liabilities of the foreign operation and

translated at the closing rate.

(D) IMPAIRMENT OF NON-FINANCIAL ASSETS

Assets that have an indefinite life are not subject to

amortisation and are tested annually for impairment.

Assets that are subject to amortisation or depreciation

are reviewed for impairment whenever events or

changes in circumstances indicate that the carrying

amount may not be recoverable. An impairment loss

is recognised for the amount by which the asset’s

carrying amount exceeds its recoverable amount. The

recoverable amount is the higher of an asset’s fair

value, less costs of disposal, and value-in-use. For the

purposes of assessing impairment, assets are grouped

at the lowest levels for which there are separately

identifiable cash flows (cash-generating units).

(E) FINANCIAL ASSETS

(i) Classification

The Group classifies its financial assets in the

following measurement categories:

• those to be measured subsequently at fair value

either through other comprehensive income or

through the income statement; and

• those to be measured at amortised cost.

The classification depends on the Group’s business

model for managing the financial assets and the

contractual terms of the cash flows. For assets

measured at fair value, gains and losses will either

be recorded in the income statement or other

comprehensive income.

(ii) Recognition and derecognition

Regular purchases and sales of financial assets are

recognised on the trade date, i.e. the date on which

the Group commits to purchase or sell the asset.

Financial assets are derecognised when the rights

to receive cash flows from the investments have

expired or the Group has transferred substantially all

the risks and rewards of ownership.

(iii) Measurement

At initial recognition, the Group measures a

financial asset at its fair value plus, in the case

of a financial asset not at fair value through the

income statement, transaction costs that are

directly attributable to the acquisition of the

financial asset. Transaction costs of financial

assets carried at fair value through the income

statement are expensed in the income statement.

(F) FAIR VALUE ESTIMATION

The fair value of financial assets and financial liabilities

is estimated for recognition and measurement or

for disclosure purposes. The fair value of financial

instruments that are not traded in an active market (for

example, over the counter derivatives) are determined

using accepted treasury valuation techniques, such

as estimated discounted cash flows, by an external

treasury management system provider. The carrying

value of trade receivables (less provision for doubtful

receivables) and payables approximate their fair values.

(G) GOODS AND SERVICES TAX (GST)

The income statement and statement of cash flows

have been prepared so that all components are

stated exclusive of GST. All items in the balance sheet

are stated net of GST, with the exception of trade

receivables and payables, which include GST invoiced.

(H) CHANGES IN ACCOUNTING POLICIES

The accounting policies and methods of

computation are consistent with those used

in the year ended 30 June 2025.

(I) NEW ACCOUNTING STANDARDS ISSUED BUT

NOT YET EFFECTIVE

Certain new accounting standards, amendments

to accounting standards and interpretations have

been published that are not mandatory for the 30

June 2026 reporting period and have not been early

adopted by the Group. Other than NZ IFRS 18, these

standards, amendments or interpretations are not

expected to have a material impact on the Group.

NZ IFRS 18 Presentation and Disclosure in Financial

Statements was issued in April 2024 as replacement

for NZ IAS 1 Presentation of Financial Statements

and becomes effective for reporting periods

beginning on or after 1 January 2027. NZ IFRS

18 introduces new requirements on presentation

within the income statement, including specified

totals and subtotals. It also requires disclosure of

management-defined performance measures and

includes new requirements for the aggregation

and disaggregation of financial information based

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

57Freightways Annual Report 2026

PERFORMANCE

on the identified ‘roles’ of the primary financial

statements and the notes. The Group will disclose

more information in the future when a full assessment

of the impact of the standard has been completed.

The Group intends to adopt the new and

amended standard and interpretation, if

applicable, when they become effective.

Note 2. Segment Reporting

A segment is a component of the Group that can be

distinguished from other components of the Group by

the products or services it sells, the primary market

it operates in and the risks and returns applicable to

it. Operating segments are reported upon in a manner

consistent with the internal reporting used by the

Chief Executive Officer, as the chief operating decision

maker (CODM), and the Board for allocating resources,

assessing performance and strategic decision making.

The Group is organised into the following

reportable operating segments:

EXPRESS PACKAGE & BUSINESS MAIL

Comprises network (hub & spoke) courier,

express freight, refrigerated transport, point-

to-point courier and postal services.

INFORMATION MANAGEMENT

Comprises secure paper-based and electronic business

information management services. This segment also

comprises secure handling, treatment and disposal of

clinical waste, waste renewal and related services.

CORPORATE AND OTHER

Comprises corporate, financing and

property management services.

The Group has no individual customer that represents

more than 10% of external sales revenue.

Information regarding the operations of each reportable

operating segment is included below. Segment profit

represents the profit earned by each segment and is

extracted from the income statements of business units

within the Group. Operating profit (loss) before interest,

income tax, depreciation and software amortisation

and amortisation of intangibles, Operating profit

(loss) before interest, income tax and amortisation of

intangibles and Profit (loss) before interest and income

tax are non-GAAP measures and used by the CODM and

the Board to assess the performance of the operating

segments. These measures should not be viewed in

isolation, nor considered as substitutes for measures

reported in accordance with NZ IFRS. These non-

GAAP financial measures may not be comparable to

similarly titled amounts reported by other companies.

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

58Freightways Annual Report 2026

PERFORMANCE

AS AT AND FOR THE YEAR ENDED 30 JUNE 2026

Express Package

& Business Mail

$000

Information

Management

$000

Corporate

$000

Inter-

Segment

Elimination

$000

Consolidated

Operations

$000

Income statement

Sales to external customers1,230,177233,468--1,463,645

Inter-segment sales5,0725355,231(10,838) -

Total revenue1,235,249234,0035,231(10,838) 1,463,645

Operating profit (loss) before

interest, income tax, depreciation

and software amortisation and

amortisation of intangibles

234,28760,233(16,398)-278,122

Depreciation and

software amortisation

(66,222)(28,625)(1,705)-(96,552)

Operating profit (loss) before

interest, income tax and

amortisation of intangibles

168,06531,608(18,103)-181,570

Amortisation of intangibles(12,473)(1,882)--(14,355)

Profit (loss) before interest

and income tax

155,59229,726(18,103)-1 67, 2 1 5

Net interest and finance costs(12,652)(5,176)(15,756)-(33,584)

Profit (loss) before income tax142,94024,550(33,859)-133,631

Income tax(40,874)( 7, 6 5 0 )8,851-(39,673)

Profit (loss) for the year

attributable to the shareholders

102,06616,900(25,008) -93,958

Balance sheet

Segment assets1,004,779371,366142,717-1,518,862

Segment liabilities478,857175,366309,065-963,288

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

59Freightways Annual Report 2026

PERFORMANCE

AS AT AND FOR THE YEAR ENDED 30 JUNE 2025

Segment assets and liabilities are disclosed net of inter-

company balances.

For the year ended 30 June 2026, external revenue from

customers in the Group’s New Zealand and Australian

operations was $899.1 million and $564.5 million,

respectively (2025: $822.4 million and $467.2 million,

respectively). As at 30 June 2026, non-current assets

in respect of the New Zealand and Australian operations

(excluding deferred tax assets and financial assets) were

$664.5 million and $614.1 million, respectively (2025:

$670.9 million and $485.0 million, respectively).

Express Package

& Business Mail

$000

Information

Management

$000

Corporate

$000

Inter-

Segment

Elimination

$000

Consolidated

Operations

$000

Income statement

Sales to external customers1,056,458233,101--1,289,559

Inter-segment sales4,550 5025,141 (10,193) -

Total revenue1,061,008233,6035,141(10,193) 1,289,559

Operating profit (loss) before

interest, income tax, depreciation

and software amortisation and

amortisation of intangibles

204,71458,536(14,666)-248,584

Depreciation and

software amortisation

(61,381) (27,241) (1,567) -(90,189)

Operating profit (loss) before

interest, income tax and

amortisation of intangibles

143,33331,295(16,233)-158,395

Amortisation of intangibles(10,655)(1,651)--(12,306)

Profit (loss) before interest

and income tax

132,67829,64 4(16,233)-146,089

Net interest and finance costs(12,296)(5,016)(16,74 4)-(34,056)

Profit (loss) before income tax120,38224,628(32,977)-112,033

Income tax(33,650)( 7, 3 1 5 )9,040-(31,925)

Profit (loss) for the year

attributable to the shareholders

86,73217, 3 1 3(23,937) -80,108

Balance sheet

Segment assets9 47, 5 39363,30069,960-1,380,799

Segment liabilities4 49,652172,777258,403-880,832

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

60Freightways Annual Report 2026

PERFORMANCE

Note 3. Revenue from Contracts

with Customers

REVENUE RECOGNITION

The majority of contracts the Group entered into

with its customers contain multiple performance

obligations. The transaction price is allocated to each

performance obligation based on the stand-alone

selling prices. As the stand-alone selling prices of

all goods and services provided are observable and

there is no implicit discount offered, transaction prices

allocated to individual performance obligations usually

match with respective stand-alone selling prices.

(i) Express package & business mail – express

package, refrigerated transport & storage and

postal services

The Group operates network (hub & spoke) courier,

express freight, refrigerated transport and storage,

point-to-point courier and postal services. Revenue

from these services is recognised over the time of

delivery, being from the time of acceptance of the

goods to delivery to the final destination. Revenue

from sale of postal products is recognised at the

point the sale occurs. Income invoiced and received

in advance of a service being provided is recorded

in the balance sheet as ‘Contract Liabilities’. This

income is brought to account in the year in which

the service is provided. Revenue from refrigerated

storage is recognised over time in the reporting

period in which the service is provided.

(ii) Information management – storage & handling and

destruction activities

The Group provides archive management services

for documents and computer media, including

storage, retrieval and destruction services. The

Group also provides secure handling, treatment and

disposal of clinical waste, waste renewal and related

services. Revenue from these services is recognised

over time in the reporting period in which the service

is provided. Revenue from sale of archive boxes,

computer media and products generated from

destruction activities is recognised when control

of the products has transferred, being when the

products are delivered to the customer.

(iii) Information management – digital services

The Group provides digital information management

services, including imaging and document

capture (scanning), data extraction, customised

digital workflow solutions and application (app)

development, under fixed-price and variable-price

contracts. Revenue from providing these digital

information management services is recognised in

the period in which the services are rendered. For

fixed-price contracts, revenue is recognised based

on the actual service provided to the end of the

reporting period as a proportion of the total service

to be provided, because the service does not create

an asset with an alternative use to the Group and

the Group has an enforceable right to payment

for performance completed. This revenue is

determined based on the efforts expended relative

to the total expected effort.

Estimates of revenues, costs or extent of progress

towards completion are revised if circumstances

change. Any resulting increases or decreases

in estimated revenues or costs are reflected in

the income statement in the period in which the

circumstances that give rise to the revision become

known by management.

In the case of fixed-price contracts, the customer

pays the fixed amount based on a payment

schedule. If the services rendered by the Group

exceed the payment, a contract asset is recognised.

If the payments exceed the services rendered, a

contract liability is recognised.

If the contract includes an hourly fee, revenue is

recognised in the amount to which the Group has a

right to invoice.

(iv) Financing components

The Group does not expect to have any contracts

where the period between the transfer of the

promised goods or services to the customer and

payment by the customer exceeds one year. As a

consequence, the Group does not adjust any of the

transaction prices for the time value of money.

(v) Interest income

Interest income is recognised on a time-

proportionate basis using the effective interest

method, which takes into account the effective yield

on the relevant financial asset.

(vi) Dividend income

Dividend income from investments is recognised

when the shareholder’s right to receive payment

is established.

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

61Freightways Annual Report 2026

PERFORMANCE

The Group derives revenue from the transfer of

goods and services over time and at a point in

time in the following major product lines:

Express

Package and

Refrigerated

Transport &

Storage

$000

Postal

$000

Storage &

Handling

$000

Destruction

Activities

$000

Other

including

Digital

Services

$000

Total

$000

2026

Revenue from external customers1,155,88874,29072,021119,11942,3271,463,645

Timing of revenue recognition:

At a point in time-3,113-32,7556,85542,723

Over time1,155,88871,17772,02186,36435,4721,420,922

1,155,88874,29072,021119,11942,3271,463,645

2025

Revenue from external customers994,87461,58470,013113,37249,7161,289,559

Timing of revenue recognition:

At a point in time-3,212-31,6457, 0 5 541,912

Over time994 ,87458,37270,01381,72742,6611,247,647

994,87461,58470,013113,37249,7161,289,559

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

62Freightways Annual Report 2026

PERFORMANCE

Note 4. Income and Expenses

Profit before income tax includes the following specific income and expenses:

Group

Note

2026

$000

2025

$000

Interest and finance costs:

Interest income1,1801,066

Interest expense on bank borrowings(15,863)(15,809)

Interest expense on leases13(17,719)(17, 6 4 6)

Other interest expense(1,182)(1,667)

Net interest and finance costs(33,584)(34,056)

Operating expenses:

Net gain on disposal of property, plant and equipment122483

Depreciation of property, plant and equipment1226,16024,047

Depreciation of right-of-use assets1365,96261,837

Amortisation of intangible assets1414,35512,306

Amortisation of software 144,4304,305

Auditor’s fees:

Audit of annual financial statements and review of interim financial statements:

PwC New Zealand670457

PwC Australia467366

Subtotal1,137823

Other assurance services and other agreed-upon procedure engagements:

Limited assurance for greenhouse gas emissions (GHG) disclosures173152

Limited assurance for GHG disclosures for FY25 (work completed during FY26)25-

Limited assurance for GHG disclosures for FY24 (work completed during FY25)-62

Subtotal198214

Other services:

Services in relation to long-term incentive (LTI) market practice10-

Total1,3451,037

Costs of offering credit:

Impairment loss on trade receivables936853

Other:

Directors’ fees840793

Donations205205

Net foreign exchange loss (gain)2,034(288)

Change in fair value of contingent consideration3001,750

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

63Freightways Annual Report 2026

PERFORMANCE

Note 5. Income Tax Expense

The income tax expense for the year is the tax payable on the

current year’s taxable income based on the income tax rate for each

jurisdiction adjusted by changes in deferred tax assets and liabilities

attributable to temporary differences between the tax bases of assets

and liabilities and their carrying amounts in the financial statements.

Deferred tax assets and liabilities are recognised for temporary

differences at the tax rates expected to apply when the assets

are recovered or liabilities are settled, based on those tax rates

which are enacted or substantively enacted for each jurisdiction.

The relevant tax rates are applied to the cumulative amounts of

deductible and taxable temporary differences to measure the

deferred tax asset or liability. An exception is made for certain

temporary differences arising from the initial recognition of an

asset or a liability. No deferred tax asset or liability is recognised

in relation to these temporary differences if they arose as a result

of a transaction, other than a business combination, that at the

time of the transaction did not affect either accounting profit or

taxable income. No deferred tax liability is recognised if it arises

from initial recognition of goodwill from a business combination.

Deferred tax assets are recognised for deductible temporary

differences and unused tax losses only if it is probable that future

taxable amounts will be available to utilise those temporary

differences and losses.

Current and deferred tax balances attributable to amounts that

have been recognised in other comprehensive income or directly in

equity, are also taken to other comprehensive income or directly to

equity, respectively.

Deferred income tax assets and liabilities are offset when there is a

legally enforceable right to offset current tax assets against current

tax liabilities and when the deferred income tax assets and liabilities

relate to income taxes levied by the same taxation authority on either

the same taxable entity or different taxable entities where there is an

intention to settle the balances on a net basis.

Group

2026

$000

2025

$000

Current tax:

Current tax on net profit for the year47, 5 5 039,502

Deferred tax (Note 16):

Origination and reversal of temporary differences( 7, 8 7 7 )( 7, 5 7 7 )

Income tax expense39,67331,925

Income tax applicable to the Group’s net profit before tax differs from the theoretical amount that would

arise using the weighted average tax rate applicable to the profits of the consolidated entities, as follows:

Group

2026

$000

2025

$000

Profit before income tax133,631112,033

Income tax calculated at domestic tax rates applicable

to the accounting profits in the respective countries

38,356 32,061

Tax-effect of amounts which are treated

differently when calculating taxable income:

- Non-assessable income (34)(1,231)

- Non-deductible expenses733993

- Other618102

Income tax expense39,67331,925

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

64Freightways Annual Report 2026

PERFORMANCE

The Group has no tax losses (2025: Nil).

There are no unrecognised temporary differences

(2025: Nil).

The tax (charge)/credit relating to components of other

comprehensive income is as follows:

2026

Before tax

$000

Tax (charge) / credit

$000

After tax

$000

Exchange difference on translation of foreign operations35,132(2,429)32,703

Cash flow hedges taken directly to equity 1,816(536)1,280

Other comprehensive income36,948(2,965)33,983

Current tax(2,429)

Deferred tax (536)

(2,965)

2025

Before tax

$000

Tax (charge) / credit

$000

After tax

$000

Exchange difference on translation of foreign operations(4,723)344(4,379)

Cash flow hedges taken directly to equity (2,775)797(1,978)

Other comprehensive income( 7, 49 8)1,141(6,357)

Current tax344

Deferred tax 797

1,141

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

65Freightways Annual Report 2026

PERFORMANCE

SHAREHOLDER TAX CREDITS

Group

Imputation credits account

2026

$000

2025

$000

Imputation credits available for use in subsequent reporting periods53,62054,622

Group

Franking credits account

2026

$000

2025

$000

Franking credits available for use in subsequent reporting periods95,29269,539

Shareholder tax credits represent the balance of the

imputation and franking credits as at the end of the

reporting period, adjusted for:

(a) Credits that will arise from the payment of the

amount of the provision for income tax;

(b) Debits that will arise from the payment of dividends

recognised as a liability at the reporting date; and

(c) Credits that will arise from the receipt of dividends

recognised as receivables at the reporting date.

Note 6. Dividends Paid on Ordinary Shares

Group

2026

$000

2025

$000

Recognised amounts

Fully imputed dividends declared and paid during the year:

Final dividend paid 2025 at 21 cents per share (2024: 19 cents)37, 5 6 633,962

Interim dividend for 2026 at 21 cents per share (2025: 19 cents)37, 5 8 933,970

75,15567,9 32

Unrecognised amounts

Final dividend for 2026 at 24 cents per share (2025: 21 cents)42,95937, 5 4 6

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

66Freightways Annual Report 2026

PERFORMANCE

Note 7. Cash and Cash Equivalents

Cash and cash equivalents comprise cash balances

and cash deposits. Bank overdrafts that are repayable

on demand and form an integral part of the Group’s

cash management are included as a component of

cash and cash equivalents for the purpose of the

statement of cash flows. Bank overdrafts are shown

within borrowings in the current liabilities on the

balance sheet to the extent they exceed the legal right

of off-set against cash included in current assets.

Note 8. Trade Receivables and Other Non-Current Assets

Trade and other receivables are recognised at their fair value and subsequently measured at amortised cost using the

effective interest rate, less provision for impairment.

Group

2026

$000

2025

$000

Cash at bank32,878 43,153

Cash deposits26108

Cash and cash equivalents

in statement of cash flows

32,90443,261

Group

2026

$000

2025

$000

Current:

Trade receivables163,930140,229

Provision for doubtful receivables(4,528)(3,438)

159,402136,791

Accrued revenue12,78912,335

Other debtors and prepayments17,7 1 116,810

Share plan loans receivable from employee435384

190,337166,320

Non-current:

Share plan loans receivable from employees360284

Other non-current assets3,9653,928

4,3254,212

Trade receivables are non-interest bearing and are generally on 7-30 day terms.

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

67Freightways Annual Report 2026

PERFORMANCE

Recoverability of trade and other receivables is

reviewed on an ongoing basis. Amounts that are

known to be uncollectible are written-off when

identified. The Group applies a simplified approach

in calculating expected credit losses, which uses

a lifetime expected loss allowance for all trade

receivables. To measure the expected credit losses,

trade receivables have been grouped based on

shared credit risk characteristics and the days past

due. For other receivables, an allowance for doubtful

receivables is raised when there is objective evidence

that the Group will not be able to collect all amounts

due according to the original terms of the receivable.

The movements in the provision for doubtful

receivables for the Group were as follows:

Group

2026

$000

2025

$000

Opening balance3,4383,480

Provision for doubtful

receivables

1,024317

Receivables written off during

the year as uncollectible

(129)(199)

Unused amounts reversed-(139)

Exchange rate movement195(21)

Closing balance

(Note 28.1(b))

4,5283,438

Note 9. Inventories

Inventories are stated at the lower of cost, determined

on a first-in-first-out basis, and net realisable value. Full

provision is made for obsolescence, where applicable.

Net realisable value is the estimated selling price in the

ordinary course of business, less the estimated costs

of completion and the estimated costs necessary to

make the sale. The cost of inventories recognised as

an expense and included in ‘general and administration

expenses’ amounted to $7.3 million (2025: $6.3 million).

Group

2026

$000

2025

$000

Finished goods9,0527,9 5 0

Ticket stocks, uniforms

and consumables

4,4444,408

13,49612,358

Note 10. Derivative

Financial Instruments

Derivative financial instruments, such as interest rate

caps and collar contracts and interest rate swaps,

are entered into from time to time to manage interest

rate exposure on borrowings. Forward exchange

contracts are also entered into from time to time

to manage foreign exchange exposures. Derivative

financial instruments are initially recognised at fair

value on the date a derivative contract is entered into

and are subsequently remeasured to their fair value

at the reporting date. The method of recognising

the resultant gain or loss depends on whether the

derivative financial instrument is designated as a

hedging instrument, and if so, the nature of the item

being hedged. The Group designates derivative

financial instruments as either fair value hedges

(hedges of the fair value of recognised assets or

liabilities or a firm commitment) or cash flow hedges

(hedges of highly probable forecast transactions).

At the inception of the transaction, the Group

documents the relationship between the hedging

instrument and the hedged item, as well as its risk

management objective and strategy for undertaking

the hedge transaction. The Group also documents its

assessment, both at hedge inception and on an ongoing

basis, of whether the derivative financial instruments

that are used in hedging transactions have been

and will continue to be highly effective in offsetting

changes in fair values or cash flows of hedged items.

(i) Cash flow hedges

The effective portion of changes in the fair value of

derivative financial instruments that are designated

and qualify as cash flow hedges is recognised in

equity in the cash flow hedge reserve. The gain or

loss relating to any ineffective portion is recognised

immediately in the income statement.

Amounts taken to equity are transferred to the

income statement when the hedged transaction

affects profit or loss, such as when hedged income

or expenses are recognised or when a forecast sale

or purchase occurs. When the hedged item is the

cost of a non-financial asset or liability, the amounts

taken to equity are transferred to the initial carrying

amount of the non-financial asset or liability.

If the forecast transaction is no longer expected to

occur, amounts previously recognised in equity are

immediately transferred to the income statement. If

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

68Freightways Annual Report 2026

PERFORMANCE

the hedging instrument expires or is sold, terminated

or exercised without replacement or rollover, or

if its designation as a hedge is revoked, amounts

previously recognised in equity remain in equity

until the forecast transaction occurs. If the related

transaction is not expected to occur, the amount is

taken immediately to the income statement.

(ii) Derivatives that do not qualify for hedge accounting

Changes in the fair value of derivative financial

instruments that do not qualify for hedge accounting

or where hedge accounting has not been adopted

a

re recognised immediately in the income statement.

GroupGroup

2026

$000

Asset (Liability)

2025

$000

Asset (Liability)

Current:

Interest rate swaps – cash flow hedge(134)(19)

Forward foreign exchange contracts – cash flow hedge549(52)

415(71)

Non-current:

Interest rate swaps – cash flow hedge53(1,271)

53(1,271)

The Group’s hedging reserves relate to the following hedging instruments:

Cash flow hedge reserve

Intrinsic value of

options

$000

Spot component

of currency

forwards

$000

Interest rate

swaps

$000

Total hedge

reserve

$000

Balance at 1 July 2024 --1,0241,024

Change in fair value of hedging

instrument recognised in Other

Comprehensive Income (OCI)

-(52)(2,720)(2,772)

Less: Deferred tax-14780794

Balance at 30 June 2025-(38)(916)(954)

Change in fair value of hedging

instrument recognised in OCI

-6011,2081,809

Less: Deferred tax-(168)(361)(529)

Balance at 30 June 2026-395(69)326

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

69Freightways Annual Report 2026

PERFORMANCE

Effects of hedge accounting on the financial

position and performance are:

NZD AUD

2026

$000

2025

$000

2026

$000

2025

$000

Interest rate swaps:

Notional amount84,00083,00076,00056,000

Maturity date05/27 – 04/30 05/26 – 04/30 04/27 – 07/3004/27 – 07/30

Hedge ratio1:11:11:11:1

Change in fair value of outstanding hedging instrument(802)(676)592(570)

Change in value of hedge item used to

determine hedge effectiveness

802676(592)570

Weighted average strike rate for the year3.9%3.5%3.8%3.8%

Foreign currency options:

Notional amount6,8527, 5 35--

Maturity date07/26 – 11/2607/25 – 06/26--

Hedge ratio1:11:1--

Change in fair value of outstanding hedging instrument118(83)--

Change in value of hedge item used to

determine hedge effectiveness

(118)83--

Weighted average strike rate for the yearUSD0.58:NZD1USD0.58:NZD1--

Forward foreign exchange contracts:

Notional amount7, 8 5 38,510--

Maturity date12/26 – 05/2707/25 – 06/26--

Hedge ratio1:11:1--

Change in fair value of outstanding hedging instrument431(135)--

Change in value of hedge item used to

determine hedge effectiveness

(431)135--

Weighted average strike rate for the yearUSD0.60:NZD1USD0.60:NZD1--

There was no derivative movement recognised in the income statement during the year (2025: nil).

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

70Freightways Annual Report 2026

PERFORMANCE

HEDGE EFFECTIVENESS

Hedge effectiveness is determined at the inception

of the hedge relationship, and through periodic

prospective effectiveness assessments to ensure

that an economic relationship exists between the

hedged item and the hedging instrument.

For hedges of foreign currency purchases, the Group

enters into hedge relationships where the critical terms

of the hedging instrument match exactly with the terms

of the hedged item. The Group therefore performs a

qualitative assessment of effectiveness. If changes in

circumstances affect the terms of the hedged item such

that the critical terms no longer match exactly with the

critical terms of the hedging instrument, the Group uses the

hypothetical derivative method to assess effectiveness.

In hedges of foreign currency purchases, ineffectiveness

may arise if the timing of the forecast transaction changes

from what was originally estimated, or if there are changes in

the credit risk of the Group or the derivative counterparty.

The Group enters into interest rate swaps that have similar

critical terms as the hedged item, such as reference

rate, reset dates, payment dates, maturities and notional

amount. The Group does not hedge 100% of its loans,

therefore the hedged item is identified as a proportion

of the outstanding loans up to the notional amount of

the swaps. As all critical terms matched during the year,

the economic relationship was 100% effective.

Hedge ineffectiveness for interest rate swaps is

assessed using the same principles as for hedges of

foreign currency purchases. It may occur due to:

- The credit or debit value adjustment on the interest rate

swaps not being matched by the loan; and

- Differences in critical terms between the interest rate

swaps and loans.

Note 11. Investments in Subsidiaries

The Company’s investment in its only directly-owned subsidiary, Freightways Express Limited (FEL), comprises

shares at cost. Listed below are all the significant subsidiaries wholly-owned directly or indirectly by FEL.

All subsidiaries have a balance date of 30 June.

Name of entity Principal activities Country of Incorporation

Air Freight NZ Limited Express package linehaul New Zealand

Allied Express Transport Pty Limited Express package services Australia

Allied Overnight Express Pty Limited Express package services Australia

Big Chill Distribution Limited Temperature-controlled transport & facilities New Zealand

Castle Parcels Limited Express package services New Zealand

Fieldair Engineering Limited General & aviation engineering services New Zealand

Fieldair Holdings Limited Aviation-related services New Zealand

Freightways Finance Limited Group treasury management New Zealand

Freightways Information Services Limited IT infrastructure support services New Zealand

Freightways Properties Limited Property management New Zealand

Freightways Trustee Company Limited Trustee of Freightways Employee Share Plan New Zealand

Info Management Services Australia LP Australian treasury services Australia

Info Management Services Pty Limited Australian treasury services Australia

LitSupport Pty Limited Information management Australia

Med-X Pty Limited Information management Australia

Messenger Services Limited Express package services New Zealand

New Zealand Couriers Limited Express package services New Zealand

New Zealand Document Exchange Limited Business mail New Zealand

NOW Couriers Limited Express package services New Zealand

Parceline Express Limited Express package linehaul New Zealand

Post Haste Limited Express package services New Zealand

Shred-X Pty Limited Information management Australia

The Information Management Group (NZ) Limited Information management New Zealand

The Information Management Group Pty Limited Information management Australia

VT Freight Express Pty Limited Express package services Australia

During the year, Freightways Victoria Pty Limited was incorporated to acquire the business and assets

of VT Freight Express Pty Limited. The name Freightways Victoria Pty Limited was changed to VT

Freight Express Pty Limited shortly after acquisition completion once made available by the vendors.

There has been no other significant change in investments in subsidiaries during the year.

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

71Freightways Annual Report 2026

PERFORMANCE

Note 12. Property, Plant

and Equipment

Property, plant and equipment are stated at historical

cost less accumulated depreciation and any

accumulated impairment losses. Historical cost includes

all expenditure directly attributable to the acquisition

or construction of the item, including interest.

Subsequent costs are included in the asset’s

carrying amount or recognised as a separate asset,

as appropriate, only when it is probable that future

economic benefits associated will flow to the Group and

the cost of the asset can be measured reliably. Such

cost includes the cost of replacing parts that are eligible

for capitalisation when the cost of replacing the parts

is incurred. The carrying amount of the replaced part is

derecognised. All other repairs and maintenance costs

are recognised in the income statement as incurred.

Depreciation is calculated on a straight-line basis

on all tangible fixed assets, other than land and

leasehold improvements, so as to expense the

cost of the assets to their estimated residual

values over their estimated useful lives. Land is

not depreciated. Leasehold improvements are

depreciated over the shorter of the unexpired period

of the lease and the estimated useful life of the

improvements. Estimated useful lives are as follows:

Estimated useful life

Buildings- 25 to 50 years

Leasehold alterations- 2 to 33 years

Motor vehicles- 5 to 10 years

Equipment- 3 to 20 years

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date.

Interest and finance costs incurred for the construction of a qualifying asset are capitalised during the period of time

that is required to complete and prepare the asset for its intended use. Other interest and finance costs are expensed.

Group

2026

Land

$000

Buildings

$000

Leasehold

Alterations

$000

Motor

Vehicles

$000

Equipment

$000

Total

$000

Opening net book value15,787 15,48114,44332,11082,901160,722

Additions-1,0874,1396,30418,295 29,825

Acquisitions through business

combinations (Note 30)

---12,4282,429

Depreciation expense-(1,407) (2,731) (6,136) (15,886) (26,160)

Disposals --(201)(320) (399) (920)

Exchange rate movement454 167434 1,7146,1268,895

Closing net book value16,24115,328 16,08433,67393,465174,791

As at end of year

Cost16,241 47, 1 4 6 35,11983,011214,193395,710

Accumulated depreciation-(31,818) (19,035) (49,338) (120,728) (220,919)

Net book value16,24115,328 16,08433,67393,465174,791

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

72Freightways Annual Report 2026

PERFORMANCE

Group

2025

Land

$000

Buildings

$000

Leasehold

Alterations

$000

Motor

Vehicles

$000

Equipment

$000

Total

$000

Opening net book value15,84316,016 15,04030,52783,251160,677

Additions-7751,9107,9 6115,261 25,907

Acquisitions through

business combinations

---88492

Depreciation expense-(1,294) (2,375) (5,676) (14,702) (24,047)

Disposals --(24)(567) (234) (825)

Transfers-5(63)-58-

Exchange rate movement(56) (21)(45) (223)(737)(1,082)

Closing net book value15,787 15,48114,44332,11082,901160,722

As at end of year

Cost15,787 45,772 31,72075,972187,056356,307

Accumulated depreciation-(30,291) (17, 2 7 7 ) (43,862) (104,155) (195,585)

Net book value15,78715,481 14,44332,11082,901160,722

The cost of equipment in respect of assets under construction for which depreciation has not commenced as at

30 June 2026 is $10.6 million (2025: $0.7 million).

The latest independent valuations of land and buildings (performed in June 2026) assess these assets to have a total

fair value of $116.3 million. The fair values have been derived using the direct capitalisation approach. The valuation

technique uses significant unobservable inputs, namely capitalisation rate and potential new market income of land

and buildings. Therefore, these are considered level 3 valuations, as defined in Note 28.1(d).

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

73Freightways Annual Report 2026

PERFORMANCE

Note 13. Leases

This note provides information for leases where the

Group is a lessee.

The Group’s leases predominantly relate to property,

equipment and vehicles. Rental contracts are

typically made for fixed periods of 3 to 12 years

but may have extension options. Lease terms are

negotiated on an individual basis and contain a wide

range of different terms and conditions. The lease

agreements do not impose covenants other than

the leased assets may not be used as security for

borrowing purposes. The right-of-use (ROU) asset is

depreciated over the shorter of the asset’s useful life

and the expected lease term on a straight-line basis.

Lease liabilities have been measured at the present

value of the remaining lease payments, discounted

using a discount rate derived from the incremental

borrowing rate (IBR) when the interest rate implicit

in the lease was not readily available. Factors taken

into consideration when calculating the IBR for each

asset category included observable market rates,

economic conditions and lease tenure. The incremental

borrowing rates applied to lease liabilities range

between 1.77% to 7.82% (2025: 1.77% to 7.82%), with

a weighted average rate of 4.85% (2025: 4.86%).

Some property leases contain an extension option

exercisable by the Group. At the commencement of

a lease, the Group assesses whether it is reasonably

certain an extension option will be exercised. The

assessment is reviewed if a significant event or a

significant change in circumstances occurs which affects

this assessment and that is within the control of the

Group. The extension options are only exercisable by the

Group and not the lessor. Where it is reasonably certain

the extension will be exercised, that extension period

and related costs are recognised on the balance sheet.

The following tables show the movements and analysis in relation to the ROU assets and lease liabilities.

The balance sheet shows the following amounts relating to leases:

Group

2026

$000

2025

$000

Opening net book value325,199336,083

Lease additions, modifications and terminations39,46252,346

Additions through business combinations3,321350

Depreciation for the year(65,962)(61,837)

Exchange rate movement13,534(1,74 3)

Closing net book value315,554325,199

Cost650,965600,599

Accumulated depreciation(335,411)(275,400)

Closing net book value315,554325,199

Right-of-use assets:

Buildings279,397287,887

Equipment15,59011,818

Motor vehicles20,56725,494

315,554325,199

Group

Lease liabilities:

2026

$000

2025

$000

Opening lease liabilities373,689383,067

Lease additions, modifications and terminations39,40450,078

Additions through business combinations3,321350

Interest for the year17,71917, 6 4 6

Lease repayments(81,449)(75,394)

Exchange rate movement16,561(2,058)

Closing lease liabilities369,245373,689

Analysis of lease liabilities:

Current64,8645 7,75 8

Non-current304,381315,931

369,245373,689

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

74Freightways Annual Report 2026

PERFORMANCE

Lease liabilities maturity analysis:

Group 2026

Minimum lease

payments

$000

Interest

$000

Present value

$000

Within one year79,45214,58864,864

One to five years212,72139,04 4173,677

Beyond five years148,17717, 47 3130,704

Total440,35071,105369,245

Group 2025

Minimum lease

payments

$000

Interest

$000

Present value

$000

Within one year72,85715,0995 7,75 8

One to five years206,90642,458164,448

Beyond five years174 , 45922,976151,483

Total454,22280,533373,689

Lease related expenses included in the income statement:Group

2026

$000

2025

$000

Depreciation charge for right-of-use assets

Buildings51,43648,683

Motor vehicles4 ,7743,810

Equipment9,7529,34 4

65,96261,837

Interest on leases17,71917, 6 4 6

Total cash outflow in relation to leases is $63.7 million (2025: $57.7 million).

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

75Freightways Annual Report 2026

PERFORMANCE

Note 14. Intangible Assets

(i) Goodwill

Goodwill represents the excess of the consideration

transferred in an acquisition over the fair value of

the Group’s share of the net identifiable assets of

the acquired business at the date of acquisition.

Goodwill is not amortised but is tested for

impairment annually or whenever events or changes

in circumstances indicate that it might be impaired

and is carried at cost less accumulated impairment

losses. Goodwill is allocated to cash-generating

units for the purpose of impairment testing.

(ii) Brand names

Acquired brand names are recognised at cost, being

their fair value at the date of acquisition if acquired

in a business combination. Brand names with

indefinite useful lives are not subject to amortisation

but are tested for impairment annually or whenever

events or changes in circumstances indicate that

they might be impaired and are carried at cost

less amortisation and impairment losses. Brand

names with finite useful lives are amortised over

their expected useful lives. The useful lives and

amortisation methods are reviewed and adjusted, if

appropriate, at each balance sheet date.

Brand names are allocated to cash-generating units

for the purpose of impairment testing. The allocation

is made to those cash-generating units or groups of

cash-generating units that are expected to benefit

from the brand names.

(iii) Computer software

External software costs, together with payroll and

related costs for employees directly associated with

the development of software, are capitalised if the

development creates an intangible asset that the

Group controls and the intangible asset meets the

recognition criteria. Cloud-based software costs that

do not result in intangible assets are expensed as

incurred, unless the costs are paid to the suppliers

of the cloud-based software to significantly

customise the cloud-based software for the Group,

in which case the costs paid upfront are recorded

as prepayments for services and amortised

over the expected terms of the cloud computing

arrangements. Amortisation is charged on a straight-

line basis over the estimated useful life of the

software which ranges between 3 and 10 years.

Software work in progress for which amortisation

has not commenced amount to $0.4 million (2025:

$0.3 million). Software under development not yet

available for use is tested annually for impairment.

(iv) Customer relationships

• Contractual

An intangible asset is recorded at fair value

in respect of the amount of any contractual

termination fees payable by customers

of businesses acquired in respect of their

document holdings. As it is not known when

permanent retrieval fees may arise, this asset

is only amortised upon the actual retrieval fee

being charged to the respective customer.

• Other

Non-contractual customer relationships acquired

in a business combination are recognised at fair

value at the acquisition date. These customer

relationships have an estimated finite useful

life and are carried at cost less accumulated

amortisation. Amortisation is calculated using

the straight-line method over the expected

useful life of the customer relationship

which ranges between 10 and 20 years.

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

76Freightways Annual Report 2026

PERFORMANCE

Group

2026

Goodwill

$000

Brand names

$000

Software

$000

Customer

relationships

$000

Other

$000

Total

$000

Opening net book value408,084156,58010,81471,6154,373651,466

Additions--4,010-1134,123

Acquisition through business combinations (Note 30)60,247332-2 7,75 71,49389,829

Disposals / Transfers---(1,384)1,384-

Amortisation expense-(214)(4,430) (12,74 0) (1,401) (18,785)

Exchange rate movement29,0836,2831276,50856542,566

Closing net book value49 7, 41 4162,98110,52191,7566,527769,199

As at end of year

Cost497,440 163,48341,966168,355 11,618 882,862

Accumulated amortisation and impairment(26)(502)(31,445) (76,599) (5,091) (113,663)

Net book value49 7, 41 4162,98110,52191,7566,527769,199

Group

2025

Goodwill

$000

Brand names

$000

Software

$000

Customer

relationships

$000

Other

$000

Total

$000

Opening net book value411,0901 57, 4 3511,84483,4705,102668,941

Additions--3,459 -1783,637

Acquisition through business combinations567--234-801

Disposals / Transfers--(167)-(31)(198)

Amortisation expense-(77)(4,305) (11,408) (821) (16,611)

Exchange rate movement(3,573)(778)(17)(681)(55)(5,104)

Closing net book value408,084156,58010,81471,6154,373651,466

As at end of year

Cost408,110 156,86137, 51 2129,749 9,240 741, 472

Accumulated amortisation and impairment(26)(281)(26,698) (58,134) (4,867) (90,006)

Net book value408,084156,58010,81471,6154,373651,466

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

77Freightways Annual Report 2026

PERFORMANCE

IMPAIRMENT TESTS FOR INDEFINITE

LIFE INTANGIBLE ASSETS

Goodwill and brand names are allocated to those

cash-generating units (CGU) or groups of CGU

that are expected to benefit from them. The

carrying amount of intangible assets allocated

by CGU or group of CGU is outlined below:

Goodwill Brand names

2026

$000

2025

$000

2026

$000

2025

$000

Allied Express111,34098,89932,83729,085

Big Chill85,18385,18314,40814,485

Messenger Services9,0169,0165,1005,100

New Zealand Couriers47,75 247,75 258,50058,500

New Zealand Document Exchange

and Dataprint

15,09215,0927, 3 1 87, 3 1 8

Post Haste, Castle Parcels and

NOW Couriers

30,64630,64618,39518,395

VT Freight Express63,098-204-

Total Express Package & Business Mail362,127286,588136,762132,883

The Information Management

Group (New Zealand)

17, 5 7 717, 5 7 74,4004,400

The Information Management

Group (Australia)

64,22556,97318,06015,995

Shred-X53,48546,9463,7593,302

Total Information Management135,287121,49626,21923,697

Total49 7, 41 4408,084162,981156,580

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

78Freightways Annual Report 2026

PERFORMANCE

(i) Key assumptions used for value-in-use calculations

On an annual basis, the recoverable amount of

goodwill and brand names is determined based

on value-in-use calculations specific to the CGU or

group of CGUs associated with both goodwill and

brand names.

The value-in-use calculations use pre-tax cash flow

projections based on financial budgets prepared

by management and approved by the Board

for the year ended 30 June 2027 and financial

projections for the years ended 30 June 2028

and 2029. Cash flows beyond June 2029 have

been extrapolated using growth rates which align

with long-term inflation rates in New Zealand and

Australia. In addition, the sensitivity of the main

financial variables was tested and considered in

the final estimation. No adjustments have been

made to forecast cash flows for the unknown

impacts of future climate change, as further

disclosed in the note “Climate change” below.

Revenue growth rates and a consistent EBITDA

margin assuming costs increase in line with revenue,

reflecting both historical and expected growth,

have been applied to the value-in-use calculation

with the same scenarios and sensitivities applied

as described in Section (ii) Significant estimate –

sensitive to changes in assumptions below. Pre-tax

discount rates, reflecting the current environment

in financial markets and the countries each CGU or

group of CGUs operates in, have been used. The

CGU or group of CGUs specific growth rates and pre-

tax discount rates applied are:

20262025

Revenue Growth

Rate FY27-FY29

%

Pre-tax Discount

Rate

%

Revenue Growth

Rate FY26–FY28

%

Pre-tax Discount

Rate

%

Allied Express8.1 - 8.914.93.5 - 11.913.6

Big Chill4.3 – 8.314.26.0 - 10.913.4

Messenger Services8.6 – 11.814.910.3 - 18.214.2

New Zealand Couriers5.5 – 6.01 3.96.7 - 7.113.4

New Zealand Document

Exchange and Dataprint

5.0 – 10.213.44.9 - 8.413.0

Post Haste, Castle Parcels

and NOW Couriers

5.8 - 7.113.86.9 - 18.113.4

The Information Management

Group (New Zealand)

2.8 – 3.616.23.3 - 5.316.6

The Information Management

Group (Australia)

2.5 – 6.216.3(1.7) – 4.515.7

Shred-X7.0 – 10.816.37. 0 – 7. 415.7

VT Freight Express10.9 – 12.115.4--

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

79Freightways Annual Report 2026

PERFORMANCE

Revenue growth rates of 2.5% for CGUs in New Zealand

and 3% for CGUs in Australia have been applied beyond

June 2029, including the terminal growth rate.

(ii) Significant estimate – Sensitivity to changes

in assumptions

With the exception of Big Chill, the value-in-use

assessment for all CGUs indicated significant

headroom and management believes that no

reasonably possible change in any of the above key

assumptions would cause the carrying values of

goodwill and brand names to exceed their respective

recoverable amounts.

Big Chill’s current year value-in-use assessment

indicates reduced headroom compared with the

prior year, reflecting the challenging economic

conditions in which the Big Chill business continues

to operate. The recoverable amount of Big Chill is

estimated to exceed the carrying amount of the

CGU at 30 June 2026 by $2.9 million (2025: $39.7

million). Consequently, the recoverable amount

is more sensitive to possible adverse changes in

performance or the discount rate.

The recoverable amount of Big Chill would be

impacted as follows if any of the key assumptions

were to change:

• A 10% decrease in the achievement of FY27-

FY29 earnings would lead to an impairment

charge of $16.8 million (2025: headroom of

$6.1 million).

• A 1% decrease in terminal growth rate would lead

to an impairment charge of $8.5 million (2025:

headroom of $23.2 million).

• A 1% increase in the pre-tax discount rate would

lead to an impairment charge of $7.8 million

(2025: headroom of $24 million).

The Group will continue to monitor Big Chill’s financial

performance and prevailing market conditions over

the next 12 months as part of its ongoing impairment

assessment process.

Shred-X’s current year value-in-use assessment

indicates increased headroom compared with the prior

year, primarily reflecting the benefits of the business

restructure, associated reduction in headcount and non-

reoccurrence of one-off adjustments. As a result, the

recoverable amount is less sensitive to possible adverse

changes in performance or the discount rate.

Following is the significant estimate note for Shred-X

included in last year’s annual report carried forward to

this year’s annual report for comparative purposes:

Shred-X financial performance for the year ended 30

June 2025 was impacted by over A$2 million in one-

off costs, including prior-year workers compensation

adjustments, restructuring costs, legal and advisory fees

and asset write-offs. Shred-X’s medical waste operations

underperformed due to delays in new contracts,

with a key Victoria healthcare tender not delivering

expected revenue and earnings. E-Waste operations

also underperformed driven by market softness. Labour

costs were higher than expected to deal with work cover

absences, unplanned volume increases, as well as higher

corporate headcount to support future growth.

The recoverable amount of Shred-X is estimated to

exceed the carrying amount of the CGU at 30 June 2025

by $18.9 million.

2025

FromTo

Achievement of FY26-FY28 earnings100%87%

Terminal growth rate3%0.1%

Pre-tax discount rate15.7%18.7%

CLIMATE CHANGE

Freightways recognises that climate change presents a

significant issue for the freight and logistics industry.

The majority of Freightways’ measured emissions come

from the use and combustion of transport fuel, including

that of its contracted drivers. Financial impacts could be

experienced if there were changes to the scope of fuel-

related climate regulation and/or the cost of compliance

with any such emerging regulation. Freightways is

exploring ways to diversify its sources of transport

energy and reduce its reliance on fossil fuel.

The risk of disruption and/or damage due to weather

events linked to climate change could impact our

network and operations. Currently, the geographically

dispersed nature of Freightways’ operations and

network throughout New Zealand and Australia allows

the Group to adapt in weather-related disruption.

Freightways is a Climate Reporting Entity under the

Financial Markets Conduct Act 2013. Freightways will

publish its third set of Climate Statements under the

Aotearoa New Zealand Climate Standards alongside this

Annual Report on 17 August 2026.

The recoverable amount of Shred-X would equal its

carrying amount if any of the key assumptions were to

change as follows:

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

80Freightways Annual Report 2026

PERFORMANCE

Note 15. Investments in Associates

and Joint Ventures

The Group has a 33.3% investment and voting rights

in Sweetspot Group Limited (GSS), a company that

provides freight brokerage service. The principal place

of business and country of incorporation of GSS is

New Zealand.

GSS is the only material associate of the Group as at 30

June 2026. GSS has share capital consisting solely of

ordinary shares, which are held directly by the Group.

GSS is accounted for using the equity method. The

carrying value of the investment in GSS is $8.4 million

(2025: $8.8 million). GSS is a private entity with no

quoted price available.

The tables below provide summarised financial

information for GSS. The information disclosed reflects

the amounts presented in the financial statements of

GSS and not Freightways Group Limited’s share of

those amounts.

GSS

Summarised Statement of Comprehensive Income

2026

$000

2025

$000

Revenue39,37235,309

Profit from continuing operations5,2274,938

Profit for the year5,2274,938

Other comprehensive income--

Total Comprehensive Income5,2274,938

GSS

Summarised Balance Sheet

2026

$000

2025

$000

Total current assets6,7586,244

Total non-current assets727571

Total current liabilities(3,098)(1,205)

Net Assets4,3875,610

Reconciliation to carrying amounts:

Opening net assets5,6104,272

Profit for the period5,2274,938

Dividend paid(6,450)(3,600)

Closing Net Assets4,3875,610

Group’s share in GSS33.3%33.3%

Group’s share in net assets1,4611,868

Goodwill6,94 86,94 8

Carrying Amount8,4098,816

GSS does not have any capital commitments and contingent liabilities as at 30 June 2026 (2025: Nil).

The carrying value of other individually immaterial investments in associates and joint ventures as at 30 June 2026

is $6.3 million (2025: $5.1 million).

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

81Freightways Annual Report 2026

PERFORMANCE

Note 16. Deferred Tax Liability

The movement in deferred tax assets and liabilities during the year, without taking into consideration the offsetting of balances within the same jurisdiction, is as follows:

Group

2026

Property,

plant and

equipment

$000

Employee

entitlements

$000

Accruals and

provisions

$000

Derivative financial

instruments

$000

Intangible

assets

$000

Right-of-use

assets

$000

Leases

$000

Total

$000

Balance at beginning of year(6,615)9,7795,501388(66,657)(93,121)1 0 7,1 39(43,586)

Prior period adjustment305145511----961

Transfer to income statement719(248)1,573-4,1836,553(5,864)6,916

Amounts relating to business combinations

(Note 30)

-275 70-(8,875)--(8,530)

Adjustment for cash flow hedge reserve---(536)---(536)

Exchange rate movement(249)6542957(3,990)(4,037)4,892(2,428)

Balance at end of year(5,840)10,6057,95 0(141)(75,339)(90,605)106,167(47,203)

Group

2025

Property,

plant and

equipment

$000

Employee

entitlements

$000

Accruals and

provisions

$000

Derivative financial

instruments

$000

Intangible

assets

$000

Right-of-use

assets

$000

Leases

$000

Total

$000

Balance at beginning of year(7,928)9,2994,701(406)(71,387)(9 7, 2 35 )110,764(52,192)

Prior period adjustment3487118--1,353(1,353)437

Transfer to income statement930444788-4,3482,241(1,611)7, 1 4 0

Amounts relating to business combinations-25 7-(70)--(38)

Adjustment for cash flow hedge reserve---797---797

Exchange rate movement35(60)(13)(3)452520(661)270

Balance at end of year(6,615)9,7795,501388(66,657)(93,121)1 0 7,1 39(43,586)

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

82Freightways Annual Report 2026

PERFORMANCE

Note 17. Trade and Other Payables

Trade and other payables are recognised when the

Group becomes obligated to make future payments

resulting from the purchase of goods or services. They

are initially recognised at fair value and subsequently

measured at amortised cost using the effective interest

rate method. Acquisition earn-out payables have been

measured at fair value. The amounts are unsecured.

Liabilities for wages and salaries, including non-

monetary benefits, and annual leave expected to

be settled within 12 months of the reporting date

are recognised in respect of employees’ services

rendered up to the reporting date. They are measured

for recognition by assessing the amounts expected

to be paid when the liabilities are settled. Included

in employee entitlements is an accrual of $1.5

million (2025: $1.5 million) for potential remediation

for New Zealand Holidays Act non-compliance.

Group

2026

$000

2025

$000

Current

Trade creditors78,62861,018

Employee entitlements35,84133,443

Acquisition earn-out payables-300

Other creditors and accruals55,74750,079

170,216144,840

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

83Freightways Annual Report 2026

PERFORMANCE

Note 18. Provisions

A provision is recognised when the Group has a

present legal or constructive obligation as a result

of a past event, and it is probable that an outflow

of economic benefits will be required to settle the

obligation and a reliable estimate of the obligation

can be made. If the effect is material, provisions are

determined by discounting the expected future cash

flows at a pre-tax rate that reflects current market

assessments of the time value of money and, where

appropriate, the risks specific to the liability. The

increase in the provision due only to the passage

of time is recognised as an interest expense.

EXPLANATION OF PROVISIONS

Provision for customer claims relates to actual claims

received from customers that are being considered for

payment as at reporting date and are expected to be

resolved within the next two months.

Provision for long service leave relates to the potential

leave obligation for employees who reach continuous

employment milestones required under Australian

regulations. Liability for long service leave is recognised

and measured as the present value of expected future

payments to be made in respect of services provided

by the employee. Consideration is given to expected

future wage and salary levels, experience of employee

departures and periods of service.

Provision for lease obligations relates to estimated

payments to reinstate leased buildings and equipment

used to an appropriate condition upon the expiry of the

respective lease terms.

Group

2026

Customer

claims

$000

Long service

leave

$000

Lease

obligations

$000

Total

$000

Balance at beginning of year1,3677, 0 3 07,58515,982

Additions through business combinations-504232736

Current year provision 2,2181,2762,4845,978

Amounts used during the year(25)(1,323) (389)(1,737)

Movement in exchange rate1118964241,431

Balance at end of year3,6718,38310,33622,390

Group

2025

Customer

claims

$000

Long service

leave

$000

Lease

obligations

$000

Total

$000

Balance at beginning of year1,4706,9036,16914,542

Additions through business combinations-312253

Current year provision 3749651,5422,881

Amounts used during the year(477)(760) (104)(1,341)

Movement in exchange rate-(109)(44)(153)

Balance at end of year1,3677, 0 3 07,58515,982

Analysis of total provisions:

2026

$000

2025

$000

Current4,9613,506

Non-current 17,429 12,476

Total22,39015,982

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

84Freightways Annual Report 2026

PERFORMANCE

Note 20. Borrowings

Interest-bearing bank loans and overdrafts are initially recognised at fair value and subsequently measured at

amortised cost using the effective interest rate method. Costs incurred in establishing finance facilities are amortised

to the income statement over the term of the respective facilities.

Group

2026

$000

2025

$000

Bank borrowings:

Current82,99321,538

Non-current245,649236,94 3

328,642258,481

(A) BANK BORROWINGS

The bank borrowings agreement contains a negative pledge deed. The negative pledge includes a provision restricting

the Group from granting security interests and a cross-guarantee of all relevant indebtedness by majority of the

Company’s subsidiaries.

Note 19. Contract Liabilities

Contract liabilities of $14.5 million (2025: $20.5 million)

is recorded in the balance sheet reflecting the future

service obligation for:

• courier and postal products that have been sold in

advance of their use. The balance is supported by

reference to historical customer prepaid product

usage patterns.

• information management digital services prepaid

by customers. Revenue from providing these

services is recognised in the period in which the

services are rendered. This revenue is determined

based on the efforts expended relative to the total

expected effort.

• information management storage and destruction

revenue prepaid by customers. The Group provides

archive management services for documents and

computer media, including storage, retrieval and

destruction services. The Group also provides

secure handling, treatment and disposal of clinical

waste, waste renewal and related services. Revenue

from these services is recognised over time in the

reporting period in which the service is provided.

Revenue recognised during the year that was included

in the contract liabilities balance at the beginning of

the year was $17.7 million (2025: $19.0 million).

There are no other significant financing components

in the Group’s revenue arrangement.

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

85Freightways Annual Report 2026

PERFORMANCE

Facilities denominated in

New Zealand Dollars

Facilities denominated in

Australian Dollars

Group

2026

$000

2025

$000

2026

$000

2025

$000

Bank overdraft

- total bank overdraft facilities available

(1)

12,00012,0005,0005,000

- amount of overdraft facilities unused12,00012,0005,0005,000

Loan facilities

- total loan facilities available195,000195,000210,000180,000

- US Private Placement (USPP) maturing 11 July 2025---20,000

- USPP maturing 15 December 202610,00010,00010,00010,000

- Bank loan maturing 22 June 2027

(2)

--50,000-

- USPP maturing 19 March 202810,00010,00020,00020,000

- Bank loan maturing 31 May 2028120,000120,000--

- Bank loan maturing 31 May 202930,00030,00080,00080,000

- USPP maturing 14 December 2029--50,00050,000

- Bank loan maturing 26 June 2030

(3)

25,00025,000--

- amount of loan facilities used152,000135,000145,200114,200

- amount of loan facilities unused43,00060,00064,80065,800

Effective interest rate at 30 June as amended for interest rate hedges5.58%5.90%5.70%5.77%

(1) In May 2025, a A$5 million bank overdraft facility was established with an Australian bank.

(2) In December 2025, the Group negotiated an increase of A$50 million to its syndicated bank facilities. This increase has the same banking covenants as the existing facilities and became effective from 22 December 2025.

(3) In June 2025, the Group negotiated an increase of NZ$25 million to its syndicated bank facilities. This increase has the same banking covenants as the existing facilities and became effective from 26 June 2025.

(B) FINANCE FACILITIES

The following finance facilities existed at the reporting date:

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

86Freightways Annual Report 2026

PERFORMANCE

The fair values of borrowings are not materially

different to their carrying amount, since the interest

payable on those borrowings is either close to market

rate or the borrowings are of a short-term nature.

In April 2025, the Group entered into a new US$200

million uncommitted finance facility with a US-

based lender on the same terms as the syndicated

bank facilities. Of this facility, the US dollar

equivalent of NZ$20 million and A$80 million was

drawn as at 30 June 2026 (2025: NZ$20 million

and A$100 million). The drawn amounts mature

in December 2026, March 2028 and December

2029, as detailed in the maturity table above.

Compliance with banking covenants

The Group’s negative pledge deed requires the

Group to comply with certain half-yearly covenants.

The calculation of the covenant ratios is adjusted to

exclude the impact of the NZ IFRS 16 lease accounting

standard. The two principal covenants are that:

1) The financial charges cover ratio will

not be less than 1.5 times; and

2) The operating leverage ratio will not

be greater than 3.25 times.

The Group was in compliance with all of its banking

covenants throughout the year ended 30 June 2026.

The Group’s banking covenants forecast indicates

that the Group will remain compliant with all of

its banking covenants in the next twelve months.

The forecast includes a sensitivity analysis of a

20% decline in forecast earnings before interest,

income tax, depreciation and amortisation.

Net debt reconciliation

An analysis of net debt and movements in net debt are as follows:

Liabilities from financing activities

Group

Cash

$000

Leases

$000

Bank borrowings

$000

Total

$000

Balance at 30 June 202435,653(383,067) (265,674)(613,088)

Cashflow10,973-5,09216,065

Lease additions, modifications

and terminations

-(50,078)-(50,078)

Additions through business

combinations

-(350)-(350)

Interest for the year-(17, 6 4 6)-(17, 6 4 6)

Lease repayments-75,394-75,394

Other non-cash movements--123123

Exchange rate movement(3,365)2,0581,978671

Balance at 30 June 202543,261(373,689) (258,481)(588,909)

Cashflow(11,750)-(53,289)(65,039)

Lease additions, modifications

and terminations

-(39,404)-(39,404)

Additions through business

combinations

-(3,321)-(3,321)

Interest for the year-(17,719)-(17,719)

Lease repayments-81,449-81,449

Exchange rate movement1,393(16,561)(16,872)(32,040)

Balance at 30 June 202632,904(369,245) (328,642)(664,983)

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

87Freightways Annual Report 2026

PERFORMANCE

Note 21. Equity

Ordinary shares are classified as equity. Incremental

costs directly attributable to the issue of new shares

are shown in equity as a reduction in the amount

of proceeds arising from the issue of shares.

CONTRIBUTED EQUITY

(i) Fully paid ordinary shares


As at 30 June 2026, there were 178,994,863 shares

issued and fully paid (2025: 178,789,356). All fully

paid ordinary shares have equal voting rights and

share equally in dividends and surplus on winding up.


(ii) Share rights

Share rights are issued to certain senior executives

under the rules of the Freightways Long Term

Incentive (LTI) Scheme, with vesting determined

at the end of a 3-year vesting period. Vesting is

subject to the achievement of certain financial

hurdles set by the Board and included in the annual

offer of participation to executives. Each share right

converts to one Freightways fully paid ordinary

share upon vesting. Share rights do not carry a

dividend entitlement and are non-transferable.

On 20 August 2025, 96,317 share rights vested

upon achievement of certain financial hurdles set

by the Board and each of the share rights converted

to one Freightways fully paid ordinary share (2025:

33,537). The issue price per share was $10.17

(2025: $12.85).

On 20 August 2025, 55,843 share rights were

redeemed and cancelled as the performance

hurdles were not met at the end of the 3-year

vesting period (2025: 55,879).

Group Group

2026

Ordinary shares

2025

Ordinary shares

2026

$000

2025

$000

Balance at beginning of year178,784,499178,707,397310,431308,386

Shares issued during the year:

- Share rights155,50733,5372,3861,636

- Employee share plan50,00043,000645400

Decrease (increase) in employee

share plan unallocated shares

(93)565-9

Balance at end of year178,989,913178,784,499313,462310,431

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

88Freightways Annual Report 2026

PERFORMANCE

On 27 February 2026, 181,056 share rights were

issued to certain senior executives under the rules of

the Freightways LTI Scheme (2025: 241,230).

During the year, the Board commissioned external

advice to review the calculation required to measure

the relative total shareholder return (rTSR) for share

rights vesting on 30 June 2024 and 30 June 2025.

That review identified that it was reasonable for the

Board to adopt a lower weighted average cost of

capital multiplier in the relevant calculation which

would have resulted in a greater number of share

rights vesting at the end of 30 June 2024 and 30 June

2025. Accordingly, the Board approved the issue

of an additional 59,190 fully paid ordinary shares

(2025: Nil) to LTI participants to reflect the revised

vesting determination. The shares were issued on 27

February 2026 at $14.35 per share (2025: Nil).

As at 30 June 2026, there were 647,593 share rights

on issue (2025: 618,697).

(iii) Dividend Reinvestment Plan

The dividend reinvestment plan was not offered in

2026 (2025: Nil).

(iv) Employee Share Plan

On 22 December 2025, the Company issued 50,000

fully paid ordinary shares to Freightways Trustee

Company Limited, as Trustee for the Freightways

Employee Share Plan, at $12.95 each, being a 10%

discount on the weighted average market price on

the NZX during the one week following Freightways’

Annual Shareholders Meeting on 30 October 2025

(2025: 43,000 fully paid ordinary shares at $9.18

each). In total, participating employees were

provided with interest-free loans of $0.6 million

to fund their purchase of the shares in the Share

Plan (2025: $0.4 million). The loans are repayable

over three years and repayment commenced in

December 2025.

As at 30 June 2026, the Trustee held 215,124

(2025: 264,469) fully paid ordinary shares

representing 0.1% (2025: 0.1%) of all issued

ordinary shares of which 4,950 (2025: 4,857) were

unallocated. These shares are held for allocation in

the future.

The Employee Share Plan operates in accordance

with section CW 26C of the New Zealand Income

Tax Act 2007 and the Trustees are appointed by the

Freightways Group Limited Board of Directors.

NATURE AND PURPOSE OF RESERVES

(i) Cash flow hedge reserve

The cash flow hedge reserve is used to record gains

or losses on a hedging instrument within a cash flow

hedge. The amounts are recognised in the income

statement when the associated hedged transactions

affect profit or loss, as described in Note 10(i).

(ii) Foreign currency translation reserve

The foreign currency translation reserve comprises

all foreign exchange differences arising from the

translation of the financial statements of foreign

operations into New Zealand dollars, as described in

Note 1(c).

Note 22. Share Based Payments

The Group operates equity-settled, share-based

compensation arrangements for senior executives,

under which the Group receives services from

employees as consideration for share rights in the

Company. The fair value of the employee services

received in exchange for the share rights is recognised

as an expense. The total amount to be expensed is

determined at grant date by reference to the fair value

of the share rights allotted, taking into account market

vesting conditions (for example, total shareholder

return measures such as outperforming the median

of the NZX50 Index), but excluding the impact of

any non-market service and performance vesting

conditions (for example, compound growth rates for

earnings per share, expected profit target against

the capital employed and remaining an employee of

the Group over a specified time period). Non-market

vesting conditions are included in assumptions about

the number of share rights that are expected to vest.

The total amount expensed is recognised over the

relevant vesting period, which is the period over

which all of the specified vesting conditions are to

be satisfied. At each balance sheet date, the Group

revises its estimates of the number of share rights that

are expected to vest based on the non-market vesting

conditions. It recognises the impact of the revision to

original estimates, if any, in the income statement.

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

89Freightways Annual Report 2026

PERFORMANCE

A) DESCRIPTION OF SHARE-BASED

PAYMENT ARRANGEMENTS

Freightways Long-term Incentive Scheme (the ‘Scheme’)

The Group operates a Board approved long-

term incentive scheme for certain Freightways

senior executives. Under this Scheme, share

rights are issued at ‘Nil’ consideration which

entitles participants to receive ordinary shares in

Freightways within three years of vesting period.

The total contractual life of share rights is 3 years.

Share rights will vest if the participant remains

employed by Freightways for the duration of the

vesting period and the following performance

hurdles are met over the assessment period.

They will vest in the following proportions:

- Total Shareholder’s Return (TSR) class of rights

(50% of share rights)

This will vest over the assessment period

on a progressive vesting scale based on

the Group’s TSR relative to the TSR of other

constituents of the NZX50 Index.

- Cost of Capital class of rights (50% of share rights)

This will vest based on net operating

profit after tax (NOPAT) exceeding a

cost of capital hurdle (determined by the

Board) over the assessment period.

Scheme modification

During the financial year, the Board approved a

new absolute total shareholder return (TSR) hurdle

to replace the current Cost of Capital hurdle. The

Board considers that an absolute TSR hurdle more

closely aligns the incentive with the interests of

shareholders and provides a metric which is simpler

to understand and measure. The performance hurdles

Number of

share rights

2026 2025

Balance at beginning of the year618,697466,883

Issued during the year181,056241,230

Cancelled during the year(55,843)(55,879)

Fully paid-up or exercised

during the year

(96,317)(33,537)

Balance at end of the year6 47, 59 3618,697

Exercisable at end of the year225,307152,160

2026

$000

2025

$000

Total amount expensed

during the year

1,6691,213

B) RECONCILIATION OF OUTSTANDING

SHARE RIGHTS

are therefore 50% relative TSR and 50% absolute

TSR. Details of the Absolute TSR class are as follows:

- Absolute TSR class of rights (50% of share rights)

This will vest based on Group’s annualised absolute

TSR (determined by the Board) over the assessment

period. Under this absolute TSR hurdle half these

Share Rights vest when it equals 10.3%, pro-rated

up to 100% vesting for achieving a TSR equal

to or above 11.3%, over the vesting period.

The Board resolved that all existing share rights will be

amended to replace the Cost of Capital hurdle with the

new absolute TSR target and that any new share

rights to be issued will be issued with the revised

vesting conditions.

With respect to the remaining tranche (2027 tranche)

of the FY2025 scheme, replacing the Cost of Capital

hurdle with the Absolute TSR hurdle did not result in any

incremental fair value being assigned to the scheme,

and so no additional share-based payment expense will

be recognised as a result.

On vesting date, subject to meeting service and

performance conditions, each share right can be

exercised to receive one ordinary share. The senior

executives are liable for tax on the shares received at

this point.

C) EFFECT OF SHARE-BASED PAYMENT

ARRANGEMENTS ON PROFIT OR LOSS, FINANCIAL

POSITION AND EQUITY

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

90Freightways Annual Report 2026

PERFORMANCE

Fair value measurement of share-based

payment arrangements

The fair value of share rights has been measured

using Monte Carlo simulation. The fair value

measurement also considers the terms and

conditions upon which partly-paid shares and

share rights were issued. Service and non-market

performance conditions attached to the arrangements

were not considered in measuring fair value.

The inputs used in the measurement of fair

values at grant date of share rights issued

during the year were as follows:

Share rights

Grant date:25 Oct 202322 Oct 202427 Feb 2026

Fair value at grant date$3.70 - TSR

class of rights

$6.16 - TSR

class of rights

$10.05 – TSR

class of rights

$7.04 – NOPAT

class of rights

$8.68 – NOPAT

class of rights

$8.48 – aTSR

class of rights

Exercise priceNilNilNil

Share price at grant date$8.05$9.75$14.35

Expected dividends4.5%4.13%3.25%

Expected volatility 20.8%22.6%21.8%

Expected life 0.2 years1.2 years2.2 years

Risk free interest rate (based on government bonds)5.45%3.88%3.67%

Note 23. Reconciliation of profit

for the year with cash flows from

operating activities

Group

Note

2026

$000

2025

$000

Profit for the year93,95880,108

Add non-cash items:

Depreciation and amortisation4110,907102,496

Movement in provision for doubtful debts936 853

Movement in deferred income tax(867)(1,346)

Net (gain) loss on disposal of property, plant and equipment (122)483

Net foreign exchange loss (gain)2,034(288)

Share of profits of associates(2,347)(2,288)

Change in fair value of contingent consideration(300)(1,750)

Movement in working capital, net of effects of acquisitions of businesses:

Increase in trade and other receivables(24,130) (3,727)

Increase in inventories (1,138)(4,494)

Increase in trade and other payables24,797 7, 0 9 2

Decrease in income taxes payable(16,281)(3,492)

Net cash inflows from operating activities1 8 7, 4 47173,647

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

91Freightways Annual Report 2026

PERFORMANCE

DILUTED EARNINGS PER SHARE

Diluted earnings per share is calculated by dividing

the profit for the year attributable to shareholders

by the weighted average number of ordinary shares

Group

20262025

Profit for the year attributable

to shareholders ($000)

93,73179,919

Weighted average number

of ordinary shares (‘000)

178,919178,766

Effect of dilution (‘000)648619

Diluted weighted average

number of ordinary shares (‘000)

179,567179,385

Diluted earnings per

share (cents)

52.244.6

Group

20262025

Profit for the year attributable

to shareholders ($000)

93,73179,919

Weighted average number

of ordinary shares (‘000)

178,919178,766

Basic earnings per share (cents)52.44 4.7

Payments to joint venture: During the year, the Group

paid Parcelair Limited $16.5 million (2025: $16 million)

for the provision of airfreight linehaul services on normal

commercial terms. Parcelair Limited is incorporated

in New Zealand and is half-owned by the Group.

Key management compensation: Compensation

paid during the year (or payable as at year end in

respect of the year) to key management, which

includes senior executives of the Group and non-

executive independent directors, is as follows:

Group

2026

$000

2025

$000

Short term employee benefits 12,74210,733

Share-based payments (Note 22)1,6691,213

Group

2026

$000

2025

$000

Sale of courier services to GSS11,64011,946

Purchase of goods and

services from GSS

1,9741,186

Receivables from GSS at

end of year

1,1291,039

Payables to GSS at end of year251116

Note 26. Net Tangible Assets

per Security

Net tangible assets (liabilities) per security at 30 June

2026 was ($1.13) (2025: ($0.79)). Net tangible assets

exclude intangible assets but includes software.

There were 178,994,863 shares issued and fully

paid as at 30 June 2026 (2025: 178,789,356).

Note 27. Transactions with

Related Parties

Trading with related parties: The Group has not

entered into any material external related party

transactions which require disclosure. The Group

does trade, on normal commercial terms, with certain

companies in which there are common directorships.

Note 24. Capital Commitments and

Contingent Liabilities

The Group had made capital commitments to purchase

or construct buildings and equipment for $11.5 million at

30 June 2026 (2025: $12.3 million), principally relating

to the completion of operating facilities and purchase of

replacement equipment throughout the Group.

As at 30 June 2026, the Group had outstanding letters

of credit and bank guarantees issued by its lenders

totalling approximately $15.5 million (2025: $13.4

million). The letters of credit relate predominantly

to support for regular payroll payments. The bank

guarantees relate to security given to various landlords

in respect of leased operating facilities.

Note 25. Earnings per Share

BASIC EARNINGS PER SHARE

Basic earnings per share is calculated by dividing

the profit for the year attributable to shareholders

by the weighted average number of ordinary shares

outstanding during the year:

outstanding during the year, adjusted to include

all dilutive potential ordinary shares (for example,

share rights on issue) as if they had been converted

to ordinary shares at the beginning of the year:

Purchases from entities controlled by key management

personnel: The Group leases a property, on normal

commercial terms, from an entity that is controlled by

a member of the Group’s key management personnel.

Payments to associates: During the year, the

following transactions occurred with Sweetspot

Group Limited (GSS), an entity incorporated in New

Zealand and is 33.3% owned by the Group:

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

92Freightways Annual Report 2026

PERFORMANCE

Note 28. Financial Risk Management

28.1 FINANCIAL RISK FACTORS

The Group’s activities expose it to various financial

risks, including liquidity risk, credit risk and

market risk (which includes currency risk and cash

flow interest rate risk). The Group’s overall risk

management programme focuses on the uncertainty

of financial markets and seeks to minimise

potential adverse effects on the Group’s financial

performance. The Group uses derivative financial

instruments to hedge certain risk exposures.

Treasury activities are performed centrally by the

Group’s corporate team, supplemented by external

financial advice and the use of derivative financial

instruments is governed by a Group Treasury Policy

approved by the Company’s Board of Directors.

The Group does not engage in speculative

transactions or hold derivative financial instruments

for trading purposes.

(A) LIQUIDITY RISK

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as and when

they fall due. The Group’s approach to liquidity risk management includes maintaining sufficient cash

reserves and ensuring adequate committed finance facilities are available. In assessing its exposure to

liquidity risk, the Group regularly monitors rolling 3, 6 and 12 months cash requirement forecasts.

The table below analyses the Group’s financial liabilities into relevant maturity groupings, based

on the remaining period from the reporting date to the contractual maturity date.

The amounts disclosed below are contractual, undiscounted cash flows.

Group

Less than

6 months

$000

6-12

months

$000

1-2 years

$000

2-5 years

$000

More than

5 years

$000

Total

$000

2026

Bank borrowings33,12171,877150,538159,366-414,902

Trade and other payables152,295 28,965---181,260

Lease liabilities41,03438,41868,102144,619148,177440,350

Derivative financial instruments1433665(166)-78

2025

Bank borrowings30,0638,47336,489251,524-326,549

Trade and other payables127,627 39,624---1 67, 2 51

Lease liabilities37, 3 8 135,47665,188141,718174 , 459454,222

Derivative financial instruments196339606253-1,394

The amounts expected to be payable in relation to the interest rate swaps have been estimated using forward interest

rates applicable at the reporting date.

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

93Freightways Annual Report 2026

PERFORMANCE

(B) CREDIT RISK

Credit risk refers to the risk of a counterparty failing to

discharge its obligation. Financial instruments which

potentially subject the Group to credit risk principally

consist of bank balances, accounts receivable and

derivative financial instruments.

The Group has credit policies that are used to manage

the exposure to credit risk. As part of these policies,

exposures with counterparties are monitored on a

regular basis. The Group performs credit evaluations

on all customers requiring credit and generally does not

require collateral.

A default in a financial asset is when the counterparty

fails to make contractual payments when debt recovery

processes have been exhausted and/or the counterparty

is declared bankrupt or in the case of companies, placed

in administration, receivership or liquidation.

The Group’s Treasury Policy ensures due consideration

is given to the financial standing of the counterparty

banks with which the Group holds cash reserves and

transacts derivative financial instruments. A minimum

Standard & Poor’s long-term credit rating of A/A- is

required to qualify as an approved counterparty, with

the exception that a maximum of 1% of total debt

exposure may be with counterparty with BBB credit

rating. The quantum of transactions entered into with

the Group’s various financial lenders is also balanced to

mitigate exposure to concentrated counterparty credit

risk with any one financial provider.

Other than cash and cash equivalents, the Group does

not have any significant concentrations of credit risk.

For counterparties to trade receivables that are neither

past due nor impaired, payments have historically been

received regularly and on time.

Group

2026

$000

2025

$000

Cash and cash equivalents32,90 4 43,261

Trade and other receivables173,900150,498

Derivative financial instruments468-

2 0 7, 27 2193,759

The Group considers its maximum exposure to credit risk to be as follows:

Cash and cash equivalents are held with banks with Standard & Poor’s rating of AA-.

Trade receivables analysis

At 30 June aging analysis of trade receivables is as follows:

Group

20262025

Gross

carrying

amount

$000

Expected

loss rate

%

Loss

allowance

$000

Gross

carrying

amount

$000

Expected

loss rate

%

Loss

allowance

$000

Current121,6780.5610109,9510.7773

31-60 days over standard terms29,6483.088923,8823.2776

60-90 days over standard terms7, 0 3 619.31,3592,43222.5547

91+ days over standard terms5,56830.01,6703,96 433.81,342

163,9304,528140,2293,438

The Group has $37.7 million (2025: $26.8 million) of financial assets that are overdue and not impaired.

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

94Freightways Annual Report 2026

PERFORMANCE

(C) MARKET RISK

Foreign exchange risk

Exposure to foreign exchange risk arises when (i)

a transaction is denominated in a foreign currency

and any movement in foreign exchange rates will

affect the value of that transaction when translated

into the functional currency of the Company

or a subsidiary; and (ii) the value of assets and

liabilities of overseas subsidiaries are required to

be translated into the Group’s reporting currency.

The Group’s Treasury Policy is used to assist in

managing foreign exchange risk. In accordance with

Treasury Policy guidelines, foreign exchange hedging

is used as soon as a defined exposure to foreign

exchange risk arises and exceeds certain thresholds.

As disclosed in Note 20, at 30 June 2026 the Group

had Australian dollar denominated bank borrowings of

AUD145,200,000 (2025: AUD114,200,000). Of these

borrowings, AUD14,200,000 (2025: AUD14,200,000)

were borrowed by a New Zealand subsidiary and have

been translated at the prevailing foreign currency rate

as at balance date. The rest of the Australian dollar

denominated bank borrowings have been borrowed

by an Australian subsidiary and are translated as

part of the consolidation of the Group for reporting

purposes. The Group has no other outstanding

foreign currency denominated monetary items.

The table on the following page details the Group’s

sensitivity to the increase and decrease in the New

Zealand dollar (NZD) against the Australian dollar (AUD)

in respect of the Australian dollar denominated bank

borrowings, borrowed in New Zealand. The sensitivity

analysis only includes outstanding foreign currency

denominated monetary items at the reporting date

and adjusts their translation as at that date for the

change in foreign currency rates. A positive number

indicates a decrease in liabilities (bank borrowings)

where the NZD strengthens against the AUD.

Interest rate risk

Exposure to cash flow interest rate risk arises in

borrowings of the Group that are at the prevailing

market interest rate current at the time of drawdown

and are re-priced at intervals not exceeding 180 days.

Interest rate risk is identified by forecasting

short and long-term cash flow requirements.

The Group’s Treasury Policy is used to assist in

managing interest rate risk. Treasury Policy requires

projected annual core debt to be effectively hedged

within interest rate risk control limits against

adverse fluctuations in market interest rates.

The following table demonstrates the sensitivity of

the Group’s equity and profit after tax to a potential

change in interest rates by plus or minus 100 basis

points, with all other variables held constant and in

relation only to that portion of the Group’s borrowings

that are subject to floating interest rates.

Significant assumptions used in the interest

rate sensitivity analysis include:

(i) reasonably possible movements in interest rates

were determined based on the Group’s current mix

of debt in New Zealand and Australia, the level of

debt that is expected to be renewed and a review of

the last two year’s historical movements; and

(ii) price sensitivity of derivatives has been based on a

reasonably possible movement of interest rates at

balance dates by applying the change as a parallel

shift in the forward curve.

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

95Freightways Annual Report 2026

PERFORMANCE

Sensitivity Analysis:

Interest Rate Movement

NZD/AUD

Movement

Impact on profit

Impact on other

components of equity

Impact on

liabilities & equity

2026

Carrying amounts

$000

+100 basis points

$000

-100 basis points

$000

+100 basis points

$000

-100 basis points

$000

+ or –

10% in value of NZD

$000

Financial assets

Cash and cash equivalents32,90 4237(237)237(237)-

Trade and other receivables178,225-----

Derivative financial instruments468--2,424(2,617)-

Financial liabilities

Borrowings328,642(1,502) 1,502(1,502) 1,5021,570/(1,919)

2025

Financial assets

Cash and cash equivalents43,261311(311)311(311)-

Trade and other receivables154,709-----

Financial liabilities

Borrowings258,481(1,050) 1,050(1,050) 1,0501,390/(1,699)

Derivative financial instruments1,342--2,222(2,290)-

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

96Freightways Annual Report 2026

PERFORMANCE

(D) FAIR VALUE ESTIMATION

The carrying value less impairment provision of trade

receivables and payables is a reasonable approximation

of their fair values due to the short-term nature of trade

receivables and payables. The fair value of financial

liabilities for disclosure purposes is estimated by

discounting the future contractual cash flows at the

current market interest rate that is available to the

Group for similar financial instruments.

The fair values of financial instruments are estimated

using discounted cash flows. The fair value of interest

rate swaps and foreign exchange hedges are calculated

as the present value of the estimated future cash flows.

Unless otherwise stated, all other carrying amounts are

assumed to equal or approximate fair value.

The Group uses various methods in estimating the fair

value of a financial instrument. The methods comprise:

Level 1 – Quoted prices (unadjusted) in active markets

for identical assets or liabilities at the reporting date. A

market is regarded as active if quoted prices are readily

and regularly available from an exchange, dealer, broker,

industry group, pricing service, or regulatory agency, and

those prices represent actual and regularly occurring

market transactions on an arm’s length basis.

Level 2 – Inputs that are observable for the asset

or liability, either directly (i.e., as prices; other than

quoted prices referred to in Level 1 above) or indirectly

(i.e., derived from prices). The fair value of financial

instruments that are not traded in an active market (for

example, over-the-counter derivatives and US Private

Placement (USPP)) is determined by using valuation

techniques. These valuation techniques maximise the

use of observable market data where it is available and

rely as little as possible on entity specific estimates. If

all significant inputs required to fair value an instrument

are observable, the fair value of an instrument is

included in Level 2.

Level 3 – Inputs for the asset or liability that are not

based on observable market data (i.e., unobservable

inputs). In these cases, the fair value of an instrument

would be included in Level 3.

Specific valuation techniques used to value financial

instruments include:

• In respect of interest rate swaps, the fair value is

calculated as the present value of the estimated

future cash flows based on observable yield curves;

• In respect of forward foreign exchange contracts, the

fair value is calculated using forward exchange rates

at the balance sheet date, with the resulting value

discounted back to present value;

• In respect of USPP, the fair value is calculated on a

discounted cash flow basis using the USD Bloomberg

curve and applying discount factors to the future

USD interest payment and principal payment cash

flows; and

• Discounted cash flow analysis for other financial

instruments.

Specific valuation techniques used to value contingent

consideration in a business combination and estimated

purchase price adjustments include:

• fair value is calculated as the present value of the

estimated future cash flows based on management’s

assessment of future performance; and

• management’s knowledge of the business and the

industry it operates in.

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

97Freightways Annual Report 2026

PERFORMANCE

The amounts below are for the derivative financial instruments, USPP and contingent consideration in a business

combination. There were no transfers between levels during the year.

Level 1

$000

Level 2

$000

Level 3

$000

Total

$000

2026

Assets

Derivative financial instruments-468-468

Total assets-468-468

Liabilities

Derivative financial instruments----

USPP-1 17, 32 4-1 17, 32 4

Contingent consideration in a business combination----

Total liabilities-1 17, 32 4-1 17, 32 4

2025

Assets

Derivative financial instruments----

Total assets----

Liabilities

Derivative financial instruments-1,342-1,342

USPP-1 2 7, 6 8 9-1 2 7, 6 8 9

Contingent consideration in a business combination--300300

Total liabilities-129,031300129,331

The following table presents the changes in Level 3

instruments, which are carried at fair value through

profit or loss.

Contingent consideration in

a business combination

2026

$000

2025

$000

Opening balance3006,081

Acquisition of

businesses

-780

Settlement-(4,813)

Change in fair

value of contingent

consideration

(300)(1,750)

Exchange rate

movement

-2

Closing balance-300

28.2 CAPITAL RISK MANAGEMENT

Group capital (Shareholders Funds) consists of share

capital, other reserves and retained earnings. To maintain

or alter the capital structure, the Group has the ability to

vary the level of dividends paid to shareholders, return

capital to shareholders or issue new shares, reduce or

increase bank borrowings or sell assets. The Group does

not have any externally imposed capital requirements.

The Group’s long term debt facilities impose a number

of banking covenants. These covenants are calculated

monthly and are reported to the banks half-yearly on a

rolling 12-months basis. The most significant covenant

relating to capital management is a requirement for

the Group to maintain its operating leverage (net debt

divided by profit before interest, tax, depreciation

and amortisation) below a maximum level. There

have been no breaches of banking covenants or

events of review during the current or prior year.

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

98Freightways Annual Report 2026

PERFORMANCE

Financial assets at

amortised cost

Derivatives used

for hedging

Total

Group

2026

$000

2025

$000

2026

$000

2025

$000

2026

$000

2025

$000

Trade and other receivables

(excluding prepayments)

173,900150,498- - 173,900150,498

Cash and cash equivalents32,90 443,261- - 32,90 443,261

Derivative financial instruments--468-468-

Total206,804193,759468-2 0 7, 27 2193,759

(A) ASSETS, AS PER BALANCE SHEET

Derivatives used

for hedging

Other financial

liabilities at

amortised cost

Other financial

liabilities held

at fair value

Total

Group

2026

$000

2025

$000

2026

$000

2025

$000

2026

$000

2025

$000

2026

$000

2025

$000

Borrowings

(excluding lease liabilities)

--328,642258,481--328,642258,481

Lease liabilities--369,245373,689--369,245373,689

Derivative financial

instruments

-1,342-----1,342

Trade and other payables --130,266106,783-300130,2661 0 7, 0 8 3

Total-1,342828,153738,953-300828,153740,595

(B) LIABILITIES, AS PER BALANCE SHEET

Note 29. Financial Instruments

by Category

OVERVIEW
FINANCIAL REPORT

ADDITIONAL DISCLOSURES

99Freightways Annual Report 2026

PERFORMANCE

Note 30. Business combinations

ACQUISITION OF VT FREIGHT EXPRESS (VTFE)

Effective 30 January 2026, the Group acquired 100% of

the business and assets of VT Freight Express (VTFE),

a company operating in the Australia transport, freight

and logistics market, for total consideration of $82.5

million. The total consideration was paid in cash, with

no earn-out or deferred consideration arrangement. The

purchase price was agreed on a fully adjusted upfront

basis, with no post-completion true-up required.

VTFE operates within the Group’s express package

& business mail segment. The acquisition expands

the Group’s express freight capability and geographic

reach in Australia and provides opportunities for

operational and network synergies. The Group

obtained control upon completion of the acquisition

of the VTFE business and specified assets and

liabilities by a wholly owned Australian subsidiary.

The contribution of VTFE to the Group results for

the year ended 30 June 2026 was revenue of $39.9

million and net profit after tax of $1.7 million. If

this acquisition had occurred on 1 July 2025, the

Group’s revenue and net profit after tax for the year

ended 30 June 2026 would have been approximately

$1,516.5 million and $97.8 million, respectively.

The goodwill of $60.2 million arising upon this

acquisition is predominantly attributable to the

workforce and business know-how. It will not be

deductible for tax purposes.

$000

Purchase consideration

Cash paid82,472

Total purchase consideration82,472

Fair value of assets and liabilities

arising from the acquisition

Plant and equipment2,429

Right-of-use assets3,321

Brand name332

Customer relationships2 7,75 7

Non-compete agreement1,493

Goodwill60,247

Trade and other payables(107)

Provisions(1,149)

Deferred tax liability(8,530)

Lease liabilities(3,321)

82,472

CUSTOMER RELATIONSHIPS

– CRITICAL ESTIMATE AND JUDGEMENT

The fair value of customer relationships acquired was

$27.8 million. Management, assisted by an external

valuation specialist, estimated the fair value using the

multi-period excess earnings method based on forecast

after-tax cash flows over ten years. Key assumptions

included revenue growth of 3%, customer attrition

rate of 10% applied on a straight-line basis, EBITA

margins ranging from 12.4% to 13.2%, a discount rate

of 11.4% and a contributory asset charge of 1.4%.

The valuation is most sensitive to forecast revenue,

customer attrition, EBITA margins and the discount

rate. Higher customer attrition or discount rates,

or lower forecast revenue growth or EBITA

margins, would reduce the estimated fair value.

Conversely, lower customer attrition or discount

rates, or higher forecast revenue growth or EBITA

margins, would increase the estimated fair value.

Note 31. Significant Events After

Balance Date

DIVIDEND DECLARED

On 17 August 2026, the Directors declared a final

dividend of 24 cents per share (approximately $43.0

million) in respect of the year ended 30 June 2026

with the dividend being payable on 1 October 2026.

The dividend will be fully imputed for New Zealand

tax resident shareholders and will be franked to 49%

for Australian tax resident shareholders. The record

date for determination of entitlements to the dividend

is 11 September 2026. The Freightways Dividend

Reinvestment Plan will not be offered for this dividend.

The following table summarises the amounts

determined for purchase consideration and the fair

value of assets acquired and liabilities assumed:

Additional
Disclosures

100

101 Shareholder information

103 Corporate governance

statement

108 Directory

109 Company particulars

100Freightways Annual Report 2026

FINANCIAL REPORT
ADDITIONAL DISCLOSURES

101

Freightways Annual Report 2026

OVERVIEWPERFORMANCE

Shareholder Information

STOCK EXCHANGE LISTING

The Company’s fully paid ordinary shares are listed

on NZX (the New Zealand Stock Exchange) and

ASX (Australian Securities Exchange) as a foreign

exempt listing. The Foreign Exempt Listing means

that the Company is expected to comply primarily

with the Listing Rules of the NZX Main Board (being

the rules of its home exchange) and is exempt from

complying with most of ASX’s Listing Rules.

For the purpose of ASX Listing Rule 1.15.3, the

Company confirms that it has complied with the NZX

Listing Rules during the year ended 30 June 2026.

The Company has not been granted or relied on any

waiver published by NZX during the year ended 30 June

2026. Neither NZX nor ASX has taken any disciplinary

action against the Company during the financial year

ended 30 June 2026. In particular, there was no other

exercise of powers by NZX under NZX Listing Rule 9.9.3.

Distribution of shareholders and shareholdings as at 31 July 2026

Size of shareholdingNumber of

holders

Number of

shares held

% of issued

capital

1 to 1,9993,4242,912,2421.63

2,000 to 4,9991,9455,903, 3983.30

5,000 to 9,9998965,863,3223.28

10,000 to 49,99960510,250,6215.73

50,000 to 99,999201,280,9530.72

100,000 to 499,999358,318,4354.65

500,000 to 999,99997, 5 0 2 , 47 24.19

1,000,000 and over19136,963,42076.52

Total shareholders6,953178,994,863100.00

Geographic distribution

New Zealand6,586138,255,4077 7. 2 4

Australia30140,493,50322.62

Other66245,9530.14

6,953178,994,863100.00

Substantial product holders as at 31 July 2026

Based upon notices received, the following persons are deemed to be substantial product holders in accordance with

Section 293 of the Financial Markets Conduct Act 2013:

Voting securities

Number%

FirstCape Group Limited10,525,9015.88

Milford Asset Management Limited8,954,2425.00

The total number of issued voting securities of the Company as at 31 July 2026 was 178,994,863.

FINANCIAL REPORT
ADDITIONAL DISCLOSURES

102

Freightways Annual Report 2026

OVERVIEWPERFORMANCE

Top twenty registered shareholders of listed shares as at 31 July 2026

* held through NZ Central Securities Depository Limited

Number of Shares held% of issued capital

Custodial Services Limited <A/C 4>24,853,25313.88

BNP Paribas Nominees (NZ) Limited <BPSS40> *21,742,73112.15

HSBC Nominees (New Zealand) Limited <HKBN90> *15,320,6288.56

APEX Custodian Nominees Limited <TEAC40> *8,609,2194.81

Citibank Nominees (New Zealand) Limited <CNOM90> *8,329,2514.65

Forsyth Barr Custodians Limited <1-Custody>6,724,0043.76

FNZ Custodians Limited6,542,0013.65

HSBC Nominees A/C NZ Superannuation Fund Nominees Limited <SUPR40> *6,187,0033.46

JPMorgan Chase Bank <CHAM24> *6,096,3283.41

Accident Compensation Corporation <ACCI40> *5,989,6603.35

New Zealand Depository Nominee Limited <A/C 1 Cash Account>3,822,8632.14

JBWere (NZ) Nominees Limited <NZ Resident A/C>3,549,8371.98

Generate Kiwisaver Public Trust Nominees Limited <NZPT44> *3,501,7231.96

HSBC Nominees (New Zealand) Limited <HKBN45> *3,420,2401.91

BNP Paribas Nominees (NZ) Limited *3,328,6851.86

PTJR Pty Limited2,906,5711.62

Simplicity Nominees Limited *2,503,0771.40

PT (Booster Investments) Nominees Limited1,782,6131.00

Dean John Bracewell & Phillipa Anne Bracewell & Bracewell Trustee Company Limited <Bracewell Family A/C>1,753,7330.98

Forsyth Barr Custodians Limited <Account 1 E>9 8 7,76 20.55

1 37,951 ,1 8 27 7.0 8

FINANCIAL REPORT
ADDITIONAL DISCLOSURES

103

Freightways Annual Report 2026

OVERVIEWPERFORMANCE

Corporate governance statement

This statement is an overview of the Group’s main

corporate governance policies, practices and

processes adopted or followed by the Board of

Directors of Freightways Group Limited (the Board).

The Group’s corporate governance processes do

not materially differ from the principles set out

in the NZX Corporate Governance Code, except

as set out within this statement. In preparing this

statement, Freightways has reported against the NZX

Corporate Governance Code dated 31 March 2026.

This statement has been approved by the

Board and is current as at 30 June 2026.

THE ROLE OF THE BOARD OF DIRECTORS

The Board is committed to the highest standards

of corporate governance and ethical behaviour,

both in form and substance, amongst its

Directors and the people of the Company

and its subsidiaries (Freightways).

BOARD RESPONSIBILITIES

The Board’s corporate governance responsibilities

include overseeing the management of

Freightways to ensure proper direction and

control of Freightways’ activities.

In particular, the Board will establish corporate

objectives and monitor management’s implementation

of strategies to achieve those objectives. It will

approve budgets and monitor performance against

budget (including Financial Reporting and any

applicable Non-Financial Reporting). The Board will

ensure adequate risk management strategies are

in place and monitor the integrity of management

information and the timeliness of reporting to

shareholders and other stakeholder groups.

The Board will follow the NZX Corporate Governance

Code and Directors will act in accordance with their

fiduciary duties in the best interests of the Company.

A formal Board Charter, which can be found at

https://www.freightways.co.nz/our-profile/corporate-

governance/, has been adopted by the Board that

elaborates on Directors’ responsibilities. The Board will

internally evaluate its performance and the performance

of its committees annually. Any recommendations

flowing from this review will be implemented promptly.

The Board will review its Corporate Governance

practice against current best practice and continue

to develop company policies and procedures, as

deemed necessary. The Board can seek internal and/

or external advice to support its decision-making.

BOARD COMPOSITION, APPOINTMENT

AND PERFORMANCE

In accordance with the NZX Listing Rules, the Board will

comprise not less than three Directors. The Board will be

comprised of a mix of persons with complementary skills

appropriate to the Company’s objectives and strategies,

having regard to the Diversity & Inclusion Policy and any

measurable objectives set by the Board. The Board must

include not less than two persons (or if there are eight

or more Directors, three persons or one third rounded

down to the nearest whole number of Directors) who

are deemed to be independent. The majority of the

Board must be independent Directors, including the

Chair. The Chair and the CEO must be different people.

Freightways’ Board currently comprises six Directors:

the non-executive Chair and five non-executive

Directors. All Freightways’ Directors are independent.

Key executives attend board meetings by invitation.

The procedures for the nomination and appointment of

Directors are administered by the Board and detailed

in the Board Charter. The Board is responsible for

making Director nominations available in accordance

with the procedure set out in the NZX Listing Rules,

reviewing the suitability of a Director nominee in respect

of that nominee’s proposed appointment, procuring

appropriate checks to confirm that a Director nominee

is fit and proper to be appointed a Director, ensuring

effective induction programmes are in place for the

Directors and confirming the status of Directors’

independence for external reporting purposes.

Each Director must enter into a written agreement

with the Company on appointment that outlines

the terms of the Director’s appointment.

The Directors all undertake appropriate training

to remain current on how to best perform their

duties as Directors of the Company. The Board

Charter requires an annual review of the Board and

Committee composition, structure and succession to

ensure its members are performing in line with their

obligations and the Company’s values and strategy.

The Board assesses its own performance, and the

Board Chair continually monitors the dynamic of the

Directors to ensure it is always working optimally.

An assessment by an external consultant intended

for the financial year ended 30 June 2025 took

place in the financial year ended 30 June 2026.

Please see Director’s Report section of this Annual

Report for further disclosures relating to the Board.

FINANCIAL REPORT
ADDITIONAL DISCLOSURES

104

Freightways Annual Report 2026

OVERVIEWPERFORMANCE

BOARD MEETINGS

The following table outlines the number of board

meetings attended by Directors during the course of the

2026 financial year:

DirectorMeetings

Held

Meetings

Attended

Mark Cairns1110

Abby Foote1110

David Gibson1111

Peter Kean1110

Fiona Oliver1111

Grant Devonport 1111

BOARD COMMITTEES

Standing committees have been established to assist

in the execution of the Board’s responsibilities. These

committees utilise their access to management

and external advisors at a suitably detailed level, as

deemed necessary and report back to the full Board.

Each of these committees has a charter outlining

its composition, responsibilities and objectives. The

committees are as follows:

Audit & Risk Committee: The Audit & Risk Committee is

responsible for overseeing risk management, accounting

and audit activities and reviewing the adequacy and

effectiveness of internal controls, meeting with and

reviewing the performance of external auditors,

reviewing the Annual Report and Half Year Results

Release, making recommendations on financial and

accounting policies, and, in relation to the Company’s

climate-related risks and opportunities, reviewing:

their inclusion in the development of the Company’s

strategy, the proposed metrics and targets for their

management and the climate-related disclosures

for the Company. The Company’s Audit & Risk

Committee Charter can be found at https://www.

freightways.co.nz/our-profile/corporate-governance/.

The Audit & Risk Committee oversees the Company’s

engagement and communications with its external

auditors, which includes meetings between members

of the Audit & Risk Committee and the external

auditors (both with and without management present).

Services provided by the external audit firm to the

Company outside of its statutory audit role are

monitored by the Audit & Risk Committee to ensure

that the independence of its auditors is maintained.

The external auditor is invited to attend meetings

when it is considered appropriate by the Audit &

Risk Committee. The Company’s external auditor

also attends the annual meetings and is available to

answer shareholder questions relating to the audit.

The Audit & Risk Committee ensures that the Lead

Audit Partner is changed at least every five years.

As announced on the NZX and ASX on 13 February

2026, the Company has appointed Deloitte to replace

PricewaterhouseCoopers as its external auditor for

the 2027 financial year, beginning 1 July 2026. The

decision to change auditor reflects good governance

practice in light of the current auditor’s tenure.

The Group has an established internal audit

function for financial controls and draws on external

expertise where required to perform complementary

internal audits of non-financial control related

areas of the Group. The internal audit programme

covers a broad spectrum of risks and findings

are presented to the Audit & Risk Committee.

DIVERSITY & INCLUSION

The Company has a formal diversity & inclusion policy

which can be found at https://www.freightways.co.nz/

our-profile/corporate-governance/. The Company is

committed to encouraging diversity throughout all

levels of its operations and by ensuring all employees

have an equal opportunity to realise their career

ambitions within Freightways. As required to be

reported by the NZX Listing Rules, the Company

advises that from a gender diversity perspective,

as at 30 June 2026, the gender balance of the

Company’s Directors and Officers is as below:

OfficersDirectors

June

2026

June

2025

June

2026

June

2025

Female1122

Male7744

Total8866

The Company has committed to promoting diversity and

inclusion in the workplace through the development and

advancement of under-represented groups in the Group

with career opportunities, professional development

courses and training. The Company has set an objective

of having 40% of the Executive, Leadership Teams and

Freightways Board to be composed of representatives

of currently under-represented groups (women, ethnic

groups and employees under 43 years-old) by 2030.

As at 30 June 2026, these under-represented groups

make up 49% of the Executive, Leadership Teams and

Freightways Board, exceeding the 40% objective.

FINANCIAL REPORT
ADDITIONAL DISCLOSURES

105

Freightways Annual Report 2026

OVERVIEWPERFORMANCE

The members are Abby Foote (Chair), Mark Cairns

and David Gibson. All members are independent non-

executive Directors. Meetings were held and attended,

as follows:

DirectorMeetings

Held

Meetings

Attended

Abby Foote99

Mark Cairns98

David Gibson99

Grant Devonport

(retired 30 September 2025)

43

People & Safety Committee: The People & Safety

Committee is responsible for overseeing the

Freightways human resource practices, providing for

a remuneration policy for Directors and executives,

reviewing the remuneration and benefits of the

senior management, reviewing and recommending

the remuneration of Board members, making

recommendations to the Board in respect of

succession planning, and reviewing and having primary

responsibility for undertaking detailed oversight of

Freightways’ Health & Safety practices, performance,

and culture across the Group, including review of

operational adherence to standards, and making

recommendations to the Board regarding these as

required. The Company’s People & Safety Committee

Charter and the Company’s Remuneration Policy can

be found at https://www.freightways.co.nz/our-profile/

corporate-governance/. The Company’s Remuneration

Policy does not prescribe specific relative weightings to

remuneration and relevant performance criteria as the

Board has determined that it is more appropriate for

the People & Safety Committee to consider and adopt

relevant weightings and performance criteria on a case-

by-case basis in respect of each applicable officer.

The members of the People & Safety Committee are

Peter Kean (Chair), Mark Cairns, Fiona Oliver and Grant

Devonport. All members are independent non-executive

Directors and members of management attend only

at the invitation of the People & Safety Committee.

Meetings were held and attended, as follows:

DirectorMeetings

Held

Meetings

Attended

Peter Kean55

Mark Cairns54

Fiona Oliver55

Grant Devonport55

Disclosure Committee: The Disclosure Committee is

responsible for ensuring that adequate processes and

controls are in place for the identification of material

information and the release of material information

when required, reviewing disclosure obligations

(including reviewing announcements and assessing

whether trading halts may be required) and engaging

with the Board as required on such obligations and

overseeing compliance with continuous and periodic

disclosure requirements.

The members of the Disclosure Committee are Mark

Cairns, Abby Foote, the Chief Executive Officer, the Chief

Financial Officer and the General Counsel. Meetings are

held as required (rather than having standing scheduled

meetings) to ensure that the Company’s disclosure

obligations are met in an accurate and timely manner.

CODE OF ETHICS

Freightways expects its Directors and employees to

maintain high ethical standards that are consistent

with Freightways’ core values, business objectives

and legal and policy obligations. A formal Code of

Ethics has been adopted by the Board and can be

found at https://www.freightways.co.nz/our-profile/

corporate-governance/. Freightways’ Directors and

employees are expected to act in accordance with this

Code and are trained on the Code in accordance with

the requirements of the NZX Corporate Governance

Code. The Code deals specifically with conflicts

of interest, proper use of information, proper use

of assets and property, conduct and compliance

with applicable laws, regulations, rules and policies

and the other matters set out in recommendation

1.1 of the NZX Corporate Governance Code.

Breaches of the Code of Ethics are required to be

notified in accordance with the Company’s Protected

Disclosures (Whistleblower) Policy or via other channels

made available from time to time.

PROTECTED DISCLOSURES (WHISTLEBLOWER)

The Company is committed to encouraging, supporting

and respecting open and honest accountable work

practices. The Company believes all employees have

a responsibility to eliminate serious wrongdoing in the

workplace and has adopted a formal whistleblowing

policy that provides employees with access to a

confidential third-party agency. The Company’s

Protected Disclosures (Whistleblower) Policy can be

found at https://www.freightways.co.nz/our-profile/

corporate-governance/.

FINANCIAL REPORT
ADDITIONAL DISCLOSURES

106

Freightways Annual Report 2026

OVERVIEWPERFORMANCE

appointed its Chief Financial Officer as its Disclosure

Officer. The Disclosure Officer is responsible for

monitoring Freightways’ business to ensure it complies

with its disclosure obligations. The Disclosure Officer

has access to all necessary information provided by the

direct reports of Freightways’ Chief Executive Officer in

respect of their areas of responsibility. The Disclosure

Officer will regularly request certification from the Chief

Executive Officer’s direct reports that all reasonable

enquiries have been made to ensure all relevant material

information has been disclosed to the Disclosure Officer.

The Company’s Disclosure & Communications Policy can

be found at https://www.freightways.co.nz/our-profile/

corporate-governance/.

Copies of other key governance documents, including

the Code of Ethics, Securities Trading Policy and

Guidelines, Board and Committee Charters, Diversity

and Inclusion Policy and Remuneration Policy, and are

all available on the Company’s website at https://www.

freightways.co.nz/our-profile/corporate-governance/.

Copies of the Company’s Annual Report from prior years

can be found at https://www.freightways.co.nz/investor-

relations/annual-reports/.

In accordance with the Financial Sector (Climate-related

Disclosures and Other Matters) Amendment Act 2021,

the Company will be required to meet climate-related

disclosure obligations set out in the External Reporting

Board’s reporting standards in respect of its financial

reporting period commencing on 1 July 2025. The

Company will release this report on the date this Annual

Report is released. Once released it will be available

on the Company’s website at https://www.freightways.

co.nz/about-us/sustainability and https://www.

freightways.co.nz/investor-relations/annual-reports/.

RISK MANAGEMENT

The Company operates in an environment that

contains a number of operational and strategic risks.

It actively manages risk to ensure it operates a safe

workplace and is able to sustain the achievement of its

business objectives. Risk management techniques and

capability assist managers to focus on uncertainties

and vulnerabilities associated with the future, thereby

improving the likelihood of meeting business objectives.

The management of risk is a core management

responsibility. All managers and employees are

accountable to employ risk management processes

within their area of control to aid in the achievement

of business objectives. A process to ensure risk has

been adequately identified, considered and can

be managed, is evident in all key decision-making

processes. The Chief Executive Officer, Chief Financial

Officer and subsidiary management ensure that risks

to the business are identified, evaluated and, where

necessary, reported to the Board, that effective

responses and control activities are developed and

that appropriate monitoring and timely re-evaluation

is conducted. The Company reports externally on key

risks which it considers are relevant to shareholders

and other external stakeholders, including climate

related risks and health and safety risks, but does not

report generally on all material risks which may apply

to the Group. All risks to the Group are included within

a detailed internal risk reporting regime where risks

relevant to specific business units are identified and

mitigating actions are recorded.

The Board and its Audit & Risk Committee are

responsible for setting policy, assessing and monitoring

strategic risks and ensuring management maintains an

effective risk management framework.

DELEGATION OF AUTHORITY

The Board delegates its authority where appropriate to

the Chief Executive Officer for the day-to-day affairs of

Freightways. Formal policies and procedures exist that

detail the parameters that the Chief Executive Officer

and in turn his direct reports are able to operate within.

SHARE TRADING BY DIRECTORS AND MANAGEMENT

The Board has adopted a policy that ensures compliance

with applicable securities trading laws. This policy

requires prior consent by the Chief Financial Officer

and General Counsel in relation to any trading by

executive management, and in the case of Directors

of the Company and its subsidiaries, prior consent by

the Chairman of the Board, Chief Financial Officer and

General Counsel. Any trading by the Chairman of the

Board requires prior consent by the Chair of the Audit

& Risk Committee, Chief Financial Officer and General

Counsel. The Company’s Securities Trading Policy can

be found at https://www.freightways.co.nz/our-profile/

corporate-governance/.

TREASURY POLICY

Exposure to foreign exchange and interest rate

risks is managed in accordance with the Group’s

Treasury Policy that sets limits of management

authority. Derivative financial instruments are

used by the Group to manage its business risks;

they are not used for speculative purposes.

REPORTING AND DISCLOSURE

The Company is committed to promoting investor

confidence by providing timely, accurate and full

disclosure of information in accordance with the NZX

Listing Rules and ASX Listing Rules applicable to the

Company as a foreign-exempt entity. The Company has

FINANCIAL REPORT
ADDITIONAL DISCLOSURES

107

Freightways Annual Report 2026

OVERVIEWPERFORMANCE

The Company draws on external expertise where

required to perform internal audit on areas assessed

to be highest risk for the business and these areas

are reviewed on a regular basis, including IT project

management, payroll processing and managing business

continuity. The internal audit function reports to the

Audit & Risk Committee. The internal audit function and

external assurance personnel have unfettered access to

the Board in undertaking their activities.

The Company’s Risk Management Policy can be found

at https://www.freightways.co.nz/our-profile/corporate-

governance/.

DONATIONS

In accordance with section 211(1)(h) of the Companies

Act 1993, the Freightways Group made donations

totalling $0.2 million during the year. No political

contributions were made during the year.

HEALTH, SAFETY & WELLBEING RISKS

Under the oversight of the Board and its People &

Safety Committee, the Company’s management

team and Health & Safety Committee (comprised

of representatives from each business and led by

the General Manager of Safety) are responsible for

managing the Company’s health, safety and wellbeing

risks. The Directors monitor, support and complete

their own due diligence in relation to the Company’s

health, safety and wellbeing risks. Health, safety

and wellbeing is a standing Board agenda item that

is discussed at all scheduled Board meetings, with

management reporting on key health, safety and

wellbeing risks, critical incidents and near misses,

lead and lag performance indicators (including

TRIFR and LTIFR), and progress against the Group’s

health, safety and wellbeing strategy. The People &

Safety Committee undertakes detailed reviews of the

Company’s health, safety and wellbeing standards

and their implementation across the Group.

TAKEOVER RESPONSE PLAN

The Board has a Takeover Response Plan to assist

the Directors and management with the response to

unexpected takeover activity. The Plan summarises

key aspects of takeover preparation, and sets out,

governance, conflict and communications protocols

for takeover response. This Plan provides that in the

event of a takeover offer, the Board would establish an

Independent Takeover Response committee to manage

its takeover response obligations.

108Freightways Annual Report 2026
FREIGHTWAYS GROUP LIMITED AND ITS BRANDS’

Directory

MESSENGER SERVICES

LIMITED

32 Botha Road

Penrose

DX EX10911

Auckland

Telephone: +64 9 526 3680

www.sub60.co.nz

www.kiwiexpress.co.nz

www.stuck.co.nz

www.securityexpress.co.nz

NEW ZEALAND

COURIERS LIMITED

32 Botha Road

Penrose

DX CX10119

Auckland

Telephone: +64 9 571 9600

www.nzcouriers.co.nz

POST HASTE LIMITED

32 Botha Road

Penrose

DX EX10978

Auckland

Telephone: +64 9 579 5650

www.posthaste.co.nz

www.passtheparcel.co.nz

CASTLE PARCELS

LIMITED

163 Station Road

Penrose

DX CX10245

Auckland

Telephone: +64 9 525 5999

www.castleparcels.co.nz

NOW COURIERS

LIMITED

161 Station Road

Penrose

Auckland

Telephone: +64 9 526 9170

www.nowcouriers.co.nz

NEW ZEALAND DOCUMENT

EXCHANGE LIMITED

20 Fairfax Avenue

Penrose

DX CR59901

Auckland

Telephone: +64 9 526 3150

www.dxmail.co.nz

www.dataprint.co.nz

THE INFORMATION

MANAGEMENT GROUP

(NZ) LIMITED

33 Botha Road

Penrose

DX EX10975

Auckland

Telephone: +64 9 580 4360

www.timg.co.nz

FIELDAIR HOLDINGS

LIMITED

Palmerston North

International Airport

DX PX10029

Palmerston North

Telephone: +64 6 357 1149

www.fieldair.co.nz

BIG CHILL

DISTRIBUTION LIMITED

28 Pukekiwiriki Place

Highbrook, Auckland

Telephone: +64 9 272 7440

www.bigchill.co.nz

www.producepronto.co.nz

SHRED-X PTY LIMITED

PO Box 1184

Oxenford

Queensland 4210

Australia

Telephone: +61 1 300 747 339

www.shred-x.com.au

www.med-xsolutions.com.au

ALLIED EXPRESS

TRANSPORT PTY LIMITED

3 Murray Jones Drive

Bankstown Aerodrome

New South Wales 2200

Australia

Telephone: +61 13 13 73

www.alliedexpress.com.au

THE INFORMATION

MANAGEMENT GROUP

PTY LIMITED

PO Box 21

Enfield

New South Wales 2136

Australia

Telephone: +61 2 9882 0600

www.timg.com

www.filesaver.com.au

www.litsupport.com.au

FOR INQUIRIES IN RELATION

TO FREIGHTWAYS’ SERVICES

AND PRODUCTS CONTACT THE

OFFICES LISTED ABOVE OR REFER

TO FREIGHTWAYS’ WEBSITE AT:

WWW.FREIGHTWAYS.CO.NZ

VT FREIGHT EXPRESS

PTY LIMITED

1/14 Monterey Road

Dandenong South

Victoria 3175

Australia

Telephone: +61 1300 03 05 08

www.vtfe.com.au

Company particulars
BOARD OF DIRECTORS

David Gibson

Grant Devonport

Abby Foote

Peter Kean

Fiona Oliver

REGISTERED OFFICE

32 Botha Road

Penrose

DX CX10120

Auckland

Telephone: (09) 571 9670

www.freightways.co.nz

AUDITORS

PricewaterhouseCoopers

15 Customs Street West

Auckland

SHARE REGISTRAR

Computershare Investor Services Limited

159 Hurstmere Road

Takapuna

North Shore City 0622

DX CX10247

STOCK EXCHANGE

The fully paid ordinary shares of

Freightways Group Limited are listed on

the New Zealand Stock Exchange (NZX)

and Australian Securities Exchange (ASX).

WWW.FREIGHTWAYS.CO.NZ

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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