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EBOS Group Annual Report 2020

Annual Report29 September 2020EBOHealthcare

EBOS GROUP 2O2O ANNUAL REPORT323
CONTENTS

FOREWORD

O4

SUMMARY

OF RESULTS

O6

CEO AND CHAIR

REPORT

O8

EBOS GROUP

OVERVIEW

14

DISASTER

RELIEF

16

ENVIRONMENT, SOCIAL

AND GOVERNANCE

2O

OUR RECONCILIATION

ACTION PLAN

22

CHARITY

AND COMMUNITY

24

BUSINESS

HIGHLIGHTS

26

OUR

BOARD

3O

FINANCIAL

SUMMARY

32

FINANCIAL

REPORT

34

CORPORATE

GOVERNANCE

94

REMUNERATION


96

DIRECTORS’ INTERESTS

AND DISCLOSURES

1O4

DIRECTORY


1O9

THROUGH THE FOUNDATIONS

WE HAVE BUILT IN A STRONG

AND DIVERSE BUSINESS,

EBOS HAS MAINTAINED ITS

STEADFAST COMMITMENT TO

STANDING BESIDE ITS CUSTOMERS

AND THE COMMUNITIES THEY

SERVE. AS WE TOGETHER STRIVE

TO OVERCOME UNPRECEDENTED

CHALLENGES, EBOS REMAINS

FOCUSSED ON DELIVERING HIGH

QUALITY HEALTHCARE AND ANIMAL

CARE ACROSS OUR MARKETS.

BUSINESS OVERVIEW
FINANCIALS

CORPORATE GOVERNANCE

REMUNERATION REPORT

DIRECTORS’ INTERESTS


& DISCLOSURES

DIRECTORY

54EBOS GROUP 2O2O ANNUAL REPORT

EBOS, along with our customers

and the communities we serve, has

faced significant and unprecedented

challenges in 2020. As we together

strive to overcome these difficulties,

EBOS remains focussed on delivering

high quality healthcare and animal care

across our markets, underpinned by

the strong and diverse foundations our

business is built upon.

As New Zealanders and Australians have faced

these challenges with strength and resilience,

EBOS has stood firm in the face of supply chain

pressures never before encountered to meet

significantly increased demand for healthcare

and animal care products and services.

The dedication and tireless efforts of our more

than 3,700 employees and the strength of our

business, which has been strategically built over

time, has ensured we have continued to deliver in

a time of great need. Importantly, we have never

lost sight of our commitment to the exceptional

service standards we set for ourselves and that

are expected of us, no matter the environment or

difficulties we face.

As we look ahead to the next year and beyond,

we are buoyed by our shared response to these

challenges, reinforcing the integral role our

business plays in supporting the health and

wellbeing of New Zealanders and Australians.

EBOS remains in a strong financial position thanks

to a proven business strategy that is underpinned

by a commitment to all our stakeholders and the

communities in which we operate. This ensures that

we continue to deliver strong business outcomes

and leading products and services that are relied

upon by thousands of people every day.

FOREWORD

AS WE LOOK AHEAD

TO THE NEXT YEAR

AND BEYOND, WE

ARE BUOYED BY OUR

SHARED RESPONSE TO

THESE CHALLENGES,

REINFORCING THE

INTEGRAL ROLE OUR

BUSINESS PLAYS IN

SUPPORTING THE HEALTH

AND WELLBEING OF

NEW ZEALANDERS AND

AUSTRALIANS.

Highlights

Our shareholders

Our business

$28.9m

net investment in capital works

$44.6m

acquisition investment spend

$8.8b

revenue

77.5c

total dividends

per share (NZ)

9,388

3,700

72%28%

shareholders

employees

AustraliaNew Zealand

61

locations in New

Zealand and Australia

BUSINESS OVERVIEW
FINANCIALS

CORPORATE GOVERNANCE

REMUNERATION REPORT

DIRECTORS’ INTERESTS


& DISCLOSURES

DIRECTORY

67

Financial HighlightsSegment & divisional earnings overview

All figures are in Australian dollars, unless otherwise stated.

SUMMARY

OF RESULTS

Reported Results

Underlying Results

Five year revenue trend

For the year to 30 June ($millions)

Five year NPAT trend

For the year to 30 June ($millions)

Five year EBITDA trend

For the year to 30 June ($millions)

Five year EBITDA trend

For the year to 30 June ($millions)

8,7662020

2019

2018

2017

2016

6,930

6,987

7,203

6,541

168.32020

2019

2018

2017

2016

144.4

137.3

130.9

117.0

333.62020

2019

2018

2017

2016

250.4

250.1

221.5

2 07. 7

296.6

2020

2019

2018

2017

2016

261.6

250.1

228.2

2 07. 7

$8.8

billion

revenue

$162.5

million reported

N PAT

100.6

cents earnings

per share

$296.6

million

underlying

EBITDA

77.5

cents dividend

per share (NZ)

Data based on gross operating revenue, which comprises revenue less cost of sales and

write down of inventory.

Animal

Care

13%

Healthcare

87%

49% Pharmacy

25% Institutional

8% Contract Logistics

5% Consumer Products

13% Animal Care

RevenueUnderlying EBITDA

80% Australia

20% New Zealand

85% Australia

15% New Zealand

EBOS GROUP 2O2O ANNUAL REPORT6

+ 26.5% increase

+8.4% increase+12.0% increase

+ 18.0% increase+13.4% increase

8
BUSINESS OVERVIEW

FINANCIALS

CORPORATE GOVERNANCE

REMUNERATION REPORT

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DIRECTORY

9EBOS GROUP 2O2O ANNUAL REPORT

This year’s result demonstrates

the strength of our business with

both Healthcare and Animal Care

contributing to the significant

increase in revenue and earnings.

This reinforces our strategy

and underlines EBOS’ ongoing

commitment to operating a diverse

portfolio of high-performing

businesses.

HIGHLIGHTS

We have faced significant

challenges over the past year

with an ongoing global pandemic,

a significant measles outbreak

and natural disasters. In these

unprecedented times of uncertainty

and adversity, EBOS is fortunate

to be an industry leader of scale,

operating in markets where the

majority of our products and

services are essential items.

We have continued to deliver

for our customers and serve the

communities where we operate,

while also generating strong growth.

In driving this growth, EBOS has

remained focussed on maintaining

the high standards of service

that we pride ourselves on. This

commitment was highlighted as we

achieved significant growth and

substantially higher sales volumes

in Healthcare, while not sacrificing

on our commitment of quality

service to our loyal customers.

Our Community Pharmacy business

had a particularly strong year as it

benefited from the increased scale

of its operations as it commenced

supply to the Chemist Warehouse

pharmacy network. The business

performed exceptionally well in

managing these increased volumes,

particularly when having to deal

with the combined impacts of

the Australian bushfire crisis and

COVID-19.

While the Australian bushfires were

the focus for resources in December

and January, the onset of COVID-19,

in March, saw consumers in

both New Zealand and Australia

stockpile ethical and over-the-

counter medicines at levels never

before encountered. While this

unprecedented pandemic driven

demand did stretch our capabilities

for a short period, our Healthcare

business withstood the test.

This was largely thanks to the

significant investments in capital

expenditure to automate our

sites, increase capacity, improve

productivity and the efforts and

commitment of our employees.

Looking to the consumer facing

side of our Community Pharmacy

business, TerryWhite Chemmart

(TWC) increased its standing

as one of Australia’s largest

community pharmacy networks.

During the financial year, TWC’s

network grew by 26 pharmacies

and the network achieved notable

sales growth, driven by increased

brand awareness, customer

satisfaction and new partnerships

with Qantas Frequent Flyer, Bupa

and Afterpay. In addition to this,

TWC pharmacists administered

more than 550,000 influenza

vaccinations through an in-store

clinic program and provided much

needed front-line health care and

support to communities throughout

the COVID-19 pandemic. We

acknowledge and thank our

network partners and their

employees for their tireless efforts.

CEO & CHAIR

REPORT

It is pleasing to report on

the 2020 financial year

and with that a record

financial result for EBOS.

John Cullity

Chief Executive Officer

Elizabeth Coutts

Chair

EBOS’ Institutional Healthcare

business also performed strongly

with elevated demand from hospital

customers in preparedness for

COVID-19 patients. The recently

acquired LMT (“Life. Movement.

Technology.”) and National Surgical

(LMT) medical devices business

also contributed to the strong

performance despite a temporary

reduction in elective surgeries

from late March as hospitals took

measures to free up resources for

the potential influx of COVID-19

patients. Notwithstanding this,

LMT continued to service customers

performing trauma and emergency

surgery, having shown foresight in

forward ordering equipment and

supplies in anticipation of supply

chain issues arising from the

pandemic.

The benefits of EBOS’ ongoing

capital expenditure initiatives

were reinforced with our Contract

Logistics business continuing to

grow and attract new customers

thanks to recently opened facilities

in both Sydney and Auckland.

EBOS’ Animal Care and Consumer

Products businesses also

benefited from additional capital

investment with the opening of

a new distribution centre for our

Australian veterinary wholesale

business Lyppard, and a new,

shared distribution centre and

manufacturing plant in Auckland

for Consumer Products. It is these

investments that ensure our

businesses can continue to provide

an exceptional level of service to

customers.

Black Hawk continued to build

its position as a thought leader

in animal care and pet nutrition,

underpinned by the brand’s belief

that ‘Every Ingredient Matters’.

Marketing activity focussed on

delivering a campaign aligned to

this positioning and was supported

by community partnerships that

reinforced the brand’s strong

reputation with consumers across

Australia and New Zealand.

Red Seal marketing activity was

also increased, delivering a summer

campaign in Australia that included

event sponsorship, partnerships

with influencers and competitions

to drive customer engagement on

social media. In New Zealand, the

first part of its new global brand

positioning, ‘Incredible Inside’,

was launched, highlighting Red

Seal’s ethos: ‘When you put

incredible in, you get incredible out’.

The launch included a television

campaign encouraging resilience

and care for each other during New

Zealand’s COVID-19 lock-down.

In June 2020, the 7th Community

Pharmacy Agreement (CPA) was

finalised, providing regulatory

certainty for our Healthcare

business in Australia with additional

investment in the Community

Service Obligation (CSO) Funding

Pool and a restructured wholesale

mark-up for Pharmaceutical

Benefits Scheme (PBS) medicines.

We are pleased that, through this

agreement, the Government has

recognised both the vital role of

retail pharmacy in meeting the

community’s health needs as well

as the critical role CSO wholesalers

play in ensuring the timely

distribution of medicines across

Australia. As Australia’s leading

pharmaceutical wholesaler, we are

very grateful to the Federal Minister

for Health, The Hon. Greg Hunt

MP, and his Department for their

recognition of the importance of

our industry to Australia’s medicine

supply chain and their careful

consideration of the many issues

leading to this agreement.

COVID-19 RESPONSE

In the early stages of the emerging

COVID-19 pandemic EBOS formed

a Pandemic Response Team

(PRT) consisting of the CEO and

his direct reports. The PRT has

the structures in place to rapidly

identify and evaluate issues, the

authority to make any decision

needed to minimise the risks related

to COVID-19 and provide guidance

and support to our employees.

Following the advice and direction

of the local health authorities

relevant to our New Zealand

and Australian locations, and

with specific consideration to

each individual operational site

WE REMAIN

CONFIDENT IN

THE ABILITY

OF EBOS TO

EXPAND

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DIRECTORY

1110

CEO & Chair

Report continued ...

and office, the PRT approved the

implementation of a number of

measures as the situation developed.

These measures included the

immediate introduction of strict

travel restrictions for all employees,

banning external visitors to EBOS

offices, locking down all critical

warehouse sites with only employees

and essential contractors allowed on

site, and the introduction of additional

hygiene, social distancing, health

monitoring and cleaning practices

across all sites and offices.

Specific protocols were developed for

the management of a confirmed case

of COVID-19 at a site or office, and

back-up plans were developed should

a senior executive of EBOS be unable

to work due to COVID-19. Regular

and agile internal communications

for all employees updating them

on developments, issuing personal

safety and protection messages

and providing advice around mental

health and wellbeing for both

employees and their families were

also implemented.

With the introduction of working from

home (WFH) we ensured all those

impacted had the resources and

equipment required for their home

office and we provided support to

employees as to how to manage

their daily working life at home as

best as possible. Our IT team did

an exceptional job in managing the

WFH transition in a very short time.

In New Zealand and Australia, many

businesses, large and small, have

been faced with very challenging

decisions regarding their workforce.

We are fortunate that we operate

in sectors that have so far proven

resilient and we have not been faced

with difficult decisions regarding

workforce reductions.

COMMUNITY

EBOS is committed to ensuring its

behaviour and actions have a positive

impact on the communities where it

operates.

With the significant challenges

facing New Zealand and

Australia, EBOS has been active

in supporting communities locally

and abroad as they dealt with

major crises. These challenges

continue with the worldwide fight

against COVID-19.

During the year, EBOS

commenced two major projects

that underpin our ongoing

commitment to making a

difference to our communities.

In June 2020, we received

endorsement from Reconciliation

Australia for our first

Reconciliation Action Plan (RAP)

as we seek to embed greater

organisational understanding

and awareness of Australia’s First

Peoples. This RAP represents

the commencement of a journey

for EBOS, as we seek to forge

deeper connections with these

communities through meaningful

actions that contribute towards

creating a reconciled Australia.

We thank Reconciliation Australia

for its support throughout this

process and we look forward

to implementing the initiatives

outlined in our RAP over the next

12 months and beyond.

In 2020, EBOS also commenced

an Environmental, Social and

Governance (ESG) program.

The ESG program will serve as

a framework for responsible

organisational practices that

ensure EBOS maintains its social

licence to operate. This program

formalises many of the measures

already in place enabling more

structured activity that can be

accurately reported on to ensure

that we continue to meet our

organisational objectives to be a

responsible corporate leader.

These activities came on top

of our ongoing commitment to

support a variety of not-for-profit

and community initiatives through

our Match Funding program

or through specific support for

events such as the Australian

bushfires.

OUR EMPLOYEES

As previously highlighted, our

response to the COVID-19

pandemic has been extensive.

While we remained fully

committed to serving our

customers as effectively as

possible in the face of significant

challenges, our primary objective

throughout has been the wellbeing

of our employees.

In our most recent Employee

Engagement Survey, we were

pleased to see strong results in

the areas of pride in working for

EBOS, safety in the workplace

and care for the wellbeing of

employees. This year we also

asked for more specific feedback

on the senior leadership team

and the direction of the business

with 78% (which is 17% above

benchmark) of our employees

having a high degree of

confidence in the leadership and

direction of EBOS. It is rewarding

to have this endorsement in the

direction we are taking.

The challenges of 2020 have

brought out the very best in

our employees, and the Board

and executive could not be

prouder of the unwavering

commitment displayed in the face

of exceptional circumstances

and often restrictive conditions.

Importantly, the work of our

employees over the past 12

months has further highlighted

the critical role we play as part of

the healthcare systems in both

New Zealand and Australia.

We know many of our employees

showed great commitment

through their hard work in our

distribution centres away from

family and friends, while others

had to adjust to the unique

challenges of working from

home. To each and every one of

them, we would like to convey

our sincere appreciation for their

amazing commitment and drive

to get the job done and showcase

the strength of this great

organisation.

DIVIDEND

The Directors have announced a

final dividend of NZ 40.0 cents per

share, which takes the full-year

dividends to NZ 77.5 cents per

share, an increase of 8.4% on the

prior year.

THE FUTURE

We are pleased with our record

result in 2020 and, in line with our

strategy, we will continue to look

for investment opportunities that

will contribute to our ongoing

expansion.

While there will continue to be

uncertainty in the world for some

time, our robust business gives

us confidence and appetite

to continue to take sensible

commercial risks. In many

ways, the current environment

will provide us with significant

opportunities to grow both

organically and by acquisition.

We look forward to the challenge

and thank shareholders for their

ongoing support and trust in the

Board, executive and employees

of EBOS.

John Cullity

CEO


Elizabeth Coutts

Chair

1OEBOS GROUP 2O2O ANNUAL REPORT

EBOS GROUP 2O2O ANNUAL REPORT12
BUSINESS OVERVIEW

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DIRECTORY

13

Mrs Coutts is a highly

experienced director who has

been a member of the EBOS

Board since July 2003 and is

EBOS’ first female Chair.

After growing up on a dairy farm

in Matamata on New Zealand’s

North Island, Mrs Coutts has

forged a standout professional

career that included her being

appointed as the CEO of Caxton

Group at age 31, which had been

one of New Zealand’s largest

privately owned companies.

In her time at Caxton Group,

Mrs Coutts was responsible

for leading the company’s

operations across global

markets, including Australia,

Asia and the US. Through her

success in this role, Mrs Coutts

was appointed to her first

directorship with Trust Bank

New Zealand at age 34.

Inspired by the experience and in

the pursuit of greater diversity,

Mrs Coutts turned her focus

to becoming a professional

director. Over more than two

decades, she has held a variety

of board positions across a

diverse range of industries

and sectors, including with

leading organisations such

as Air New Zealand, Ports of

Auckland, Sport NZ and Oceania

Healthcare Limited.

Mrs Coutts has a wealth

of experience working in

complex and challenging

environments and understands

how to navigate the breadth of

circumstances and challenges

that an organisation can

encounter. She places a strong

focus on risk management,

relationships and finances

and firmly believes that an

organisation’s success is

underpinned by good people

who are backed up by robust

systems and processes.

In 2016, Mrs Coutts was

recognised for her services

to governance in the Queen’s

Birthday Honours when she was

appointed as an Officer of the

New Zealand Order of Merit.

Mrs Coutts is also a Chartered

Fellow of Chartered Accountants

Australia and New Zealand and a

Chartered Fellow and immediate

past President of the Institute of

Directors.

Elizabeth Coutts was

appointed as Chair of the

Board on 16 October 2019

following the retirement

of long-serving Chair and

former EBOS Managing

Director and Chief

Executive Officer,

Mark Waller.

12EBOS GROUP 2O2O ANNUAL REPORT

CHAIR PROFILE

INSPIRED BY

EXPERIENCE AND

IN THE PURSUIT OF

GREATER DIVERSITY,

MRS COUTTS TURNED

HER FOCUS TO BECOMING

A PROFESSIONAL

DIRECTOR

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1415

Community PharmacyInstitutional HealthcareContract LogisticsConsumer ProductsAnimal Care

EBOS GROUP

OVERVIEW

HealthcareAnimal Care

14EBOS GROUP 2O2O ANNUAL REPORT

16
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DIRECTORY

17

While this period has not been without its

complexities, in many ways, EBOS can consider

itself fortunate. EBOS’ wholesale, distribution

and retail healthcare businesses are essential

services, playing an integral role in maintaining

the continued supply of medicines and healthcare

products to communities across Australia and

New Zealand. This ensured our Healthcare

business remained open and operational

throughout the government-imposed shutdowns,

continuing to support the health and wellbeing

of the citizens across both countries. During

March and April, Symbion, along with the other

members of the National Pharmaceutical Services

Association (NPSA), distributed more than 70

million PBS medicines across Australia. In March,

the total number of medicines distributed were up

by 70% when compared with the same time in the

previous year.

However, throughout this crisis, we have never

wavered in our commitment to our customers

and the communities we serve. Our workforce of

more than 3,700 employees has demonstrated

strength and resilience in responding to these

challenges to ensure that we continued to deliver

the healthcare, animal care and consumer

products that New Zealanders and Australians

rely upon every day.

Importantly, we enacted plans and implemented

measures focussed heavily on ensuring the

health and safety of our employees during the

pandemic, as detailed on the page opposite.

On the frontline of healthcare, our pharmacist

partners were instrumental in the successful

COVID-19 response across both Australia and

New Zealand. Their resilience and commitment

to the health of their communities cannot be

overstated and they demonstrated an incredible

ability to adapt to changing circumstances.

Numerous examples of innovation have surfaced

from across EBOS, including TWC pharmacists

in the rural South Australian community of

Naracoorte who provided a home delivery

service for the elderly and raised money to

purchase essential products for those unable to

leave their homes.

DISASTER RELIEF

COVID-19

Like many businesses across Australia and New Zealand, EBOS felt the significant

impacts of COVID-19. New challenges have emerged, bringing about changes to

our daily lives, the ways in which we work and the demands placed upon us as we

all work to overcome this global pandemic.

General

• the immediate introduction of strict travel

restrictions for all employees;

• banning external visitors to all EBOS offices

and critical warehouse sites;

• introduction of additional hygiene, health

monitoring, social distancing, temperature

checking and cleaning practices across all

sites and offices;

• specific protocols were developed for

each business unit for the management

of a confirmed case of COVID-19 at a site

or office;

• substitution plans were developed should a

senior executive of EBOS be unable to work

due to COVID-19;

• regular and agile internal communications

for all employees updating them on related

developments;

• regular reporting of suspected or confirmed

cases to the Pandemic Response Team in

relation to symptoms, medical assessment

and testing;

• personal safety and protection messages

and advice on mental health and wellbeing

for both employees and their families were

also implemented;

• free flu vaccinations available for all

employees; and

• employee assistance program lines

available 24/ 7.

Critical Sites and Distribution Centres

• locking down all critical warehouse sites

with only employees and essential

contractors allowed on site;

• Personal Protective Equipment (PPE)

was issued to all employees;

• adjustment of shifts where possible to

reduce the risk of cross-infection;

• all persons entering the site to comply

with the health disclosure statement prior

to entry;

• thermal cameras installed at specific sites to

monitor body temperature of all personnel

prior to entering the workplace;

• communications displayed on noticeboards

and regular warehouse floor talks on

personal hygiene, physical distancing and

other safety measures;

• provision of disposable masks and hand

sanitiser to use away from work; and

• poster campaign on ‘Doing our bit to stop

the spread’.

Working from Home (WFH)

• all employees provided resources and

equipment required for their home office;

• support to employees on how to manage

their daily working life at home;

• HR and IT team support to assist all

employees in the WFH transition;

• support for managers through e-learn

on managing Distributed Teams;

• mental health and wellbeing via online

internal wellness portal; and

• engagement initiatives such as ‘Activate

August’ a step challenge for all employees

to participate in, a Resilience Project

webinar, Pilates and mindfulness sessions.

Returning to Office

• risk assessment of all sites conducted prior

to employees returning to the workplace;

• consultation with managers and teams on

safe return to work plans for those returning

to non-critical sites;

• information provided to employees on safety

measures in regard to personal hygiene,

physical distancing, health monitoring

and working teams to minimise the risk of

infection in office locations; and

• maintaining teams WFH where possible

especially in high-risk areas.

16EBOS GROUP 2O2O ANNUAL REPORT

COVID-19 HEALTH AND SAFETY

18
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DIRECTORY

DISASTER RELIEF

NEW ZEALAND

VOLCANIC ERUPTION AND

MEASLES OUTBREAKAUSTRALIAN BUSHFIRES

As a key partner in the New

Zealand healthcare supply chain,

EBOS’ hospital distribution

business Onelink had a critical

role to play in responding to

the Whakaari eruption. Onelink

services the main hospital where

patients were admitted and

worked in conjunction with local

health authorities to provide

emergency specialised burns

dressings and theatre supplies

required to treat the injured.

In an incredibly high-pressure

situation, Onelink’s teamwork,

experience and commitment

shone through, helping to support

a coordinated response to care for

the injured.

Just a few months prior to the

Whakaari eruption, EBOS was

called on to support a measles

outbreak in New Zealand that also

affected communities in Samoa.

In New Zealand, there were more

than 2,000 confirmed cases during

2019, with EBOS playing a key

role in assisting the NZ Ministry of

Health with the supply of measles

vaccinations to help combat the

outbreak.

At the height of the outbreak

in September and October,

Healthcare Logistics and

ProPharma processed more than

114,000 doses of the measles

vaccine. In addition, our teams

worked in conjunction with

the National Crisis Centre to

coordinate the daily supply of

the vaccine to priority groups.

In Samoa, EBOS International

helped quell the spread of measles

by assisting in the delivery of

ventilators to a local hospital and

supported the medical laboratory

at the Tupua Tamasese Meaole

Hospital by expediting deliveries to

the laboratory.

Throughout the crisis, EBOS

played a critical role in supporting

communities across Australia as

they battled these fires. Our teams

coordinated with federal, state

and local authorities to provide

vital medicines and emergency

healthcare products to the worst

impacted areas. We also donated

supplies to people in need,

including those caring for the large

number of injured animals.

EBOS also provided significant

financial assistance for recovery

efforts in addition to donating

products including hydration

tablets, masks, eye drops, ice

bricks, eskies and sanitation

products for those in need. This

financial aid included donations

to BlazeAid, which focuses on

replacing burnt fencing; injured

wildlife care organisation WIRES;

and support for independent

pharmacies impacted by the fires.

Further, TerryWhite Chemmart,

together with its network partners

and EBOS, made a significant

donation to the Australian Red

Cross Bushfire Appeal.

For our healthcare distribution

businesses, road closures and

constantly changing conditions

presented significant challenges in

delivering medicines into affected

communities. In some cases,

this required the redirection of

distribution routes by more than

500 kilometres around the closures

and staging of stock in refrigerated

trailers to ensure deliveries could

be made during the small windows

when roads were open.

EBOS’ Animal Care business also

had a key role to play in ensuring

the continued supply of products

to support the care of wildlife

injured in the bushfires. Working

with support agencies, including

the RSPCA and Animal Aid,

EBOS coordinated the delivery

of items such as food, veterinarian

products, crates, bowls, beds

and collars into fire-affected

communities. In addition,

EBOS donated more than

$100,000 worth of goods to

support animals and pet owners

impacted by the fires.

The support EBOS was able to

provide communities impacted

by the fires would not have been

possible without the dedication

of our teams across Australia,

who worked as one in response

to ever changing conditions

and challenges to support our

customers during this time.

In December 2019,

the volcanic island

Whakaari (White

Island) off the coast of

New Zealand erupted,

tragically claiming the

lives of 21 people and

injuring 26 others.

In late 2019 and through

the first two months of

this year, Australia was

devastated by a major

bushfire emergency

that significantly

impacted almost every

state and territory.

The fires burned a total

of 18.6 million hectares,

destroyed 3,500 homes

and resulted in the

tragic loss of at least 34

lives and an estimated

one billion wildlife.

1918EBOS GROUP 2O2O ANNUAL REPORT

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EBOS GROUP 2O2O ANNUAL REPORT212O

ENVIRONMENT, SOCIAL

AND GOVERNANCE

As the largest healthcare

and animal care

company in New Zealand

and Australia, EBOS

acknowledges that

we have significant

responsibilities as a

leading corporate citizen

to manage our business

in a manner that reflects

the expectations of our

communities.

In the 2019-20 financial year,

EBOS, under the guidance

of the Board and Executive

Leadership Team, commenced

the implementation of a formal

Environmental, Social and

Governance (ESG) program

to set out the organisation’s

standards for responsible

corporate practice and formalise

the measures that will ensure

we maintain our social licence to

operate.

More so than at any time in the

past, corporate organisations

need to be acutely aware of the

responsibilities they have to

the community. Equally, there

is a growing expectation that

organisations will adopt a formal

approach to delivering and

managing these responsibilities.

EBOS already undertakes a

wide variety of initiatives that

fall within the ESG framework;

however, the purpose of

undertaking a formal, structured

ESG program is to ensure all

of this activity is consolidated

and can be accurately reported

on. This will help ensure our

approach remains aligned to

the objectives set out in the

framework and that we continue

to meet the expectations of our

stakeholders in being responsible

corporate citizens.

Under the ESG framework,

the Board sets out three key

areas of focus (opposite).

The ESG framework will be

guided by an ESG Steering

Committee, which will work to

identify and assess our current

performance across these areas

and set out recommended

targets that are measurable

and achievable.

EBOS’ performance as a steward of nature.

• Furthering our relationship with Greenfleet to offset EBOS’ carbon footprint.

• Development of a Climate Statement.

> Increasing the use of renewable energy.

> Lowering our carbon footprint.

> Improving waste management.

> More efficient water usage.

How our company is governed.

• Executive and non-executive employee remuneration.

• Fostering diversity on the Board.

• Operating a profitable business.

• Responsible procurement strategies and processes.

• Maintaining adherence to modern slavery and ethical trade laws.

• Reporting integrity.

• Ensuring legal compliance.

ENVIRONMENT

Manage relationships with stakeholders and the community.

• Promoting health and wellbeing among our employees.

• Furthering our commitment to gender equality and employee diversity.

• Fostering positive culture and engagement among our employees.

• Implementation of our Australian Reconciliation Action Plan (RAP).

• Supporting community and selected charitable causes.

• Growing customer relationships.

SOCIAL

GOVERNANCE

22
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EBOS LAUNCHES

AUSTRALIAN

RECONCILIATION

ACTION PLAN

For EBOS, reconciliation is a

journey – one of understanding

and embracing Aboriginal and

Torres Strait Islander peoples and

their cultures and forging deeper

connections between Indigenous

and non-Indigenous Australians.

In developing and implementing

the RAP, EBOS consulted closely

with Reconciliation Australia, to

develop our own unique principles

and vision for reconciliation. EBOS

was also pleased to engage with

former Australian Rules Football

star and celebrated Indigenous

artist Gavin Wanganeen to bring

this vision to life through his

colourful and deeply meaningful

artwork.

Gavin’s artwork, entitled

Shooting

S tar,

tells a unique story of looking

down through the stars and the

Milky Way to Country or home. In

this instance, it is the view down to

EBOS and a recognition of EBOS’

work in the healthcare and animal

care industries.

Beyond the artwork, EBOS has set

out a clear vision for reconciliation,

which is:

• To create a society that is fair,

equal and just for all Australians,

where relationships are

strengthened between Aboriginal

and Torres Strait Islanders and

non-Indigenous peoples, for the

benefit of all Australians.

• We seek to understand and

embrace reconciliation at

EBOS and develop a greater

understanding of Aboriginal and

Torres Strait Islander peoples and

their cultures.

In line with this vision, EBOS has set

out a series of key objectives for

the RAP, which are to:

• Build organisational awareness

of Aboriginal and Torres Strait

Islander peoples, cultures,

histories, knowledge, rights and

achievements.

• Support career opportunities

for Aboriginal and Torres

Strait Islander peoples in our

businesses.

• Build relationships with Aboriginal

and Torres Strait Islander peoples,

communities and organisations to

support our reconciliation journey.

• Recognise dates of significance

relating to Aboriginal and

Torres Strait Islander peoples

and participate and celebrate

National Aboriginal and Islander

Day Observance Committee

(NAIDOC) Week to promote

awareness of histories and

communities.

• Establish and maintain a RAP

Working Group to implement the

initiatives outlined in our RAP.

EBOS is excited to commence

this journey and has developed a

clear plan to ensure reconciliation,

cultural understanding and

equality becomes more deeply

embedded in our business as we

work towards a more reconciled

Australia.

In 2020, EBOS was

pleased to launch its

first Reconciliation

Action Plan (RAP) as

part of our commitment

to reconciliation

between Aboriginal

and Torres Strait

Islander peoples and

the broader Australian

population.

23

Shooting Star by

Gavin Wanganeen

22EBOS GROUP 2O2O ANNUAL REPORT

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EBOS GROUP 2O2O ANNUAL REPORT

CHARITY AND

COMMUNITY

As part of this, EBOS maintains a deep commitment

to making a difference in the communities where

we operate. Through various charitable initiatives

and engagement with not-for-profits and local

organisations, EBOS seeks to give back to the

communities that continue to support us, every day.

In 2019-20, EBOS supported 23 charities through the

Match-Funding program and 28 charities in total. Some

of the key highlights are detailed below.

BACKTRACK BOUNDS AHEAD ON MISSION TO HELP

AUSSIE YOUTH

Since being founded in 2006, in Bernie Shakeshaft’s

shed in the regional New South Wales town of Armidale,

BackTrack Youth Works has grown to become

recognised as one of Australia’s most successful

support programs for disadvantaged youth.

Working with kids who are at a real risk of falling

through the cracks of society, BackTrack aims to

keep them alive, out of jail and enable them to chase

their hopes and dreams. Under Bernie’s leadership

as founder and CEO, BackTrack has forged a new

beginning for more than 1,000 young people. The

program has achieved incredible success, with 87%

of participants gaining either full-time employment

or going on to engage in training and further

education, while the juvenile crime rates in Armidale

have dropped by 35%.

Since its early days, when the program involved

at-risk youth in Armidale being given a dog to care for

in order to instil in them principles of responsibility and

a sense of purpose, BackTrack has grown significantly.

The organisation has now expanded to offer programs

in five regional towns across New South Wales that

provide training, education and work experience

designed to build confidence and develop real-world

skills that translate to meaningful lives and long-term

employment. In 2020, these efforts culminated in Bernie

being named as Australia’s Local Hero as part of the

Australian of the Year Awards.

However, while the organisation has developed

significantly, the core mission remains the same and

the dogs are as important as ever.

Since 2014, Masterpet has been a proud supporter

of BackTrack and is honoured to be part of the

mission to help young Aussies who have lost their

way in life through a shared love of dogs and the life

changing benefits and unconditional love they provide.

Masterpet continues to feed the 36-strong pack of

BackTrack dogs with premium Black Hawk food at no

cost and covers all the vet bills for their health checks.

“People that own dogs and whose lives are wrapped

up around them understand what we do better than

most,” Bernie said.

“I think these kind of partnerships shine a strong and

positive light on two organisations who are working

hand in hand in Australia to provide solutions for

young people who are doing it tough, while supporting

wonderful working dogs in the process”.

SUPPORTING MALPA FOR SIX YEARS

For thousands of years the Ngangkari – the traditional

Aboriginal healers in Central Australia – have passed

on their skills to young children. The idea of children

being ‘doctors’ is deeply embedded in Indigenous

culture and life. Now this idea is getting a new injection

of life with the MALPA Young Doctors’ project.

The project employs respected community members

to teach both the traditional and contemporary ways

of creating healthy communities. Grade four Aboriginal

and non-Aboriginal students participate in the 15-week

project where they are empowered to become health

leaders to their younger peers and their community.

This helps create stronger communities and even

opens career pathways in health.

Since 2014, EBOS has provided over 1,400 health packs

which are presented to students during the project

graduation ceremonies. The packs include essential

health items such as antiseptic creams, cotton buds,

hand sanitiser, toothbrushes and toothpaste, tissues,

bandaids, tweezers, fungal cream, eye drops, vitamins,

sunscreen and other items.

“When the kids are handed the health packs at

graduation they are just ecstatic”, said Don Palmer,

MALPA CEO.

“To be equipped with health supplies that they can take

home to their families and communities is so valuable”.

Community is central to everything we do at EBOS – it is at the heart of our business

and underlines the critical role we play in improving the health and wellbeing of people

and animals across New Zealand and Australia.

MASTERPET HAS BEEN

A PROUD SUPPORTER

OF BACKTRACK AND IS

HONOURED TO BE PART

OF THE MISSION TO

HELP YOUNG AUSSIES

WHO HAVE LOST THEIR

WAY IN LIFE

25

The MAPLA Young Doctors’ project was

founded to address the vast inequality

in health between Aboriginal and non-

Aboriginal Australians.

26
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27

BUSINESS

HIGHLIGHTS

EBOS continues to build on our commitment

to delivering leading healthcare solutions to

communities across New Zealand and Australia.

Our commitment is underpinned by a proven strategy

of investing for growth, pursuing targeted acquisitions

in core and adjacent markets, and disciplined capital

management.

The year also saw the business face significant

challenges, with COVID-19 stretching our Healthcare

businesses to the limit. However, with the investments

we have made in technology and infrastructure

over the past decade, the business was able to not

only withstand the added pressure, but also use the

experience to improve on processes and to be more

agile. Ultimately, we learned from gaps that may have

appeared during the peak of the pandemic, which at

times saw order volumes up 70% year on year. Looking

ahead, we are confident that we can meet the needs

of our customers, no matter the situation we face.

With the commencement of supply to the Chemist

Warehouse pharmacy network in July 2019, EBOS

recorded substantially higher sales volumes within our

Australian Community Pharmacy wholesale business.

This additional volume was integrated seamlessly

within our business over the first six months of the

financial year, ensuring we were well positioned to

respond to the significant supply chain pressures

created by the Australian bushfire crisis and COVID-19.

In total, EBOS distributed more than 342 million

medicines and healthcare products to customers

across Australia and New Zealand in the year ended

30 June 2020.

The 2020 financial year was a period

of strong growth for EBOS’ Healthcare

business. Highlights throughout the period

included increased wholesale revenues,

reignited growth of our TerryWhite

Chemmart pharmacy network, EBOS’

expansion into the medical device

sector and further developments in our

Healthcare Logistics and Institutional

Healthcare businesses.

June 2020 also marked a significant milestone for

EBOS’ wholesale distribution business, Symbion,

with the completion of negotiations for the 7th

Community Pharmacy Agreement (CPA). Symbion,

together with members of the NPSA, was actively

engaged in negotiations with the Department of

Health and the Federal Health Minister in respect of

a successful outcome. The new CPA, which runs until

July 2025, provides EBOS’ wholesale business with

additional certainty due to a $92 million increase in

Community Service Obligation (CSO) funding.

Throughout 2020, EBOS was integral in responding

to significant early-season demand for flu

vaccinations through our Healthcare Logistics, EBOS

Healthcare and Symbion businesses. Working closely

with health authorities in New Zealand and Australia,

EBOS distributed nearly 4 million vaccine doses at

the time of reporting, compared to 2.8 million in the

2019 season.

EXPANSION INTO ANZ’S MEDICAL DEVICE MARKET

During the 2020 financial year, EBOS announced

a significant addition to the business with the

acquisition of LMT (“Life. Movement. Technology.”)

and National Surgical, which marked EBOS’ entry

into the Australian and New Zealand medical

devices sector.

The acquisition is an initial entry point for EBOS into

the $8 billion sector and provides a strong platform

for growth in a new pillar of our Healthcare portfolio.

Over the last 25 years, LMT and National Surgical

have built a strong presence in Australia and New

Zealand, providing products and services to the

Orthopaedic, Spine, Neuro, ENT, Plastics and, most

recently, the Sports Medicine community.

Medical device distribution presents a natural

adjacency to EBOS’ existing capabilities and offers

strong economic fundamentals and promising

organic growth rates. Consistent with our proven

strategy, EBOS Devices will continue to grow its

presence through further bolt-on acquisitions.

TERRYWHITE CHEMMART SURGES AHEAD

TerryWhite Chemmart (TWC) continued to build

momentum as Australia’s leading professional

service pharmacy network during the 2020 financial

year. EBOS delivered strong like-for-like sales growth

at 4%, dispensary sales were up 6% and the network

grew by a further 26 pharmacies during the period.

The continued focus on delivering a differentiated

brand position and ‘Real Chemistry’ to Australian

community pharmacy resulted in improvements in

brand awareness and greater customer satisfaction.

This has seen TWC voted as the #1 pharmacy for

customer satisfaction by Roy Morgan in each month

since November 2019.

The business also increased focus on digital health

technology and innovation. New downloads of TWC’s

Health App increased by 246% and the introduction

of a click-and-collect service through the app saw

average weekly orders double in the space of a

month. In June 2020, the company also launched

an improved ecommerce solution, providing more

convenience and strengthening the customer

experience.

TWC established key partnerships during the period

with Drive Yello and Qantas. The partnership with

delivery provider Drive Yello boosted home delivery

capacity across the TWC store network, while the

major partnership with Qantas Frequent Flyer offers

customers the ability to earn Qantas Points for

purchases made across TWC’s expansive network

of community pharmacies.

In 2020, TWC also reinforced its position as the

leading pharmacy provider of flu vaccinations,

administering over 575,000 vaccinations. Central

to the TWC brand proposition is a continuing

commitment to industry leading pharmacist

professional development, which saw 400

pharmacists attend the TWC Masterclass in-house

event, supported further through full-year online

development and resources.

EBOS CONTINUES TO BUILD

ON OUR COMMITMENT

TO DELIVERING LEADING

HEALTHCARE SOLUTIONS

TO COMMUNITIES ACROSS

NEW ZEALAND AND

AUSTRALIA.

Healthcare

26EBOS GROUP 2O2O ANNUAL REPORT

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EBOS GROUP 2O2O ANNUAL REPORT

ENDEAVOUR CONSUMER HEALTH

POSITIONS FOR GROWTH

This financial year focussed on

product and brand development,

providing the business with a

springboard for future growth

across New Zealand, Australian and

Asian markets.

In response to consumer demand,

Red Seal developed and launched

its first range of whitening

toothpastes. The brand continued

to reinforce its presence in the

Australian grocery market with

the entry of this new product into

Woolworths supermarkets in March

2020. The year also saw the ongoing

success of the Red Seal Hot and

Cold Brew tea range, with the cold

brew, in particular, filling a growing

market niche.

Supporting the brand’s presence

in Australian grocery, Red Seal

partnered with the Moonlight

Cinema to deliver a summer

experiential campaign that included

on site sampling competitions and

partnerships with key influencers

to drive customer engagement on

social media.

In New Zealand, Red Seal launched

the ‘

Incredible Inside’ marketing

campaign underlining the brand’s

revamped ethos; ‘When you put

incredible in, you get incredible

out’. The campaign was aired on

New Zealand television and was

supported by a strong online

presence, including a website

dedicated to providing health tips

during COVID-19.

During the year, Red Seal also

obtained certification from global

sustainability program UTZ for

certification of its range of teas.

UTZ promotes sustainable farming

practices of coffee, cocoa, tea and

hazelnuts and is the largest program

of its kind in the world, featuring on

more than 10,000 product packages

in over 116 countries. Red Seal aims

to have at least 90% of its range of

teas UTZ-certified by 2024.

EBOS also opened a new

shared distribution centre and

manufacturing plant in Auckland for

Consumer Products, underlining our

commitment to continuing to invest

in our core operations.

The 10,000m

2

facility houses Red

Seal toothpaste manufacturing

operations and provides significant

storage capacity for our Endeavour

Consumer Health business. The site

represents the consolidation of six

separate New Zealand locations,

enabling more streamlined stock

management and increased delivery

efficiencies for our customers. It is as

a result of these investments that we

continue to provide an exceptional

level of service to our customers and

keep up with demand, even under

testing conditions.

EBOS also expanded its global

footprint with the opening of a

shared Endeavour Consumer Health

and Animal Care office in Shanghai,

China. This office will support both

businesses’ operations, servicing

their growing customer bases and

positioning EBOS well for increased

scale and business development

opportunities in the region.

DRIVING GROWTH IN ANIMAL CARE

EBOS’ Animal Care business

reinforced strong relationships in

domestic and global consumer

markets throughout the year,

building upon our commitment

to delivering trusted animal care

products to pet owners across

New Zealand, Australia and Asia.

The commencement of

operations at Lyppard’s new

veterinary wholesale facility

in Sydney, continued growth

of Black Hawk in New Zealand

and Australia, growth of Vitapet

treats sales in grocery and an

increase in Lyppard’s market

share were among the key

highlights across the business

during the past 12 months.

Investment in marketing activity

has seen the Black Hawk brand

continue to gain respect as a

thought leader in the space of

animal care and pet nutrition.

Reinforcing the brand’s mandate

that ‘

Every Ingredient Matters’

was central to the brand’s

marketing activity through the

2020 financial year.

The brand enlisted Australian

health and nutrition social

figure, Luke Hines, to provide

expert advice in conjunction with

Black Hawk vet Dr Lee to help

customers further understand

the importance of a healthy

diet based on real ingredients

and the overall wellness of our

animals. Black Hawk’s new

marketing campaign focussed

on the emotional connection

between pets and their owners.

The beautifully shot television

commercial resonated with

consumers across Australia and

New Zealand and was supported

by a strong digital and social

media presence.

The campaign was reinforced

with community partnerships

including Black Hawk sponsoring

the Moonlight Cinema, the

country’s largest outdoor

cinema experience, as well as the

brand’s longer term sponsorship

activations at the Royal

Melbourne and Sydney Easter

Shows and the 4 Paws Marathon.

During the year, Black Hawk also

launched its first wet cat food,

offering cat owners Australian-

made, grain-free options that

feature top quality natural

ingredients. The range includes

six new products, covering all life

stages including kitten, adult and

mature cats, as well as a variety

of meat protein options.

In August 2019, Black Hawk

officially launched in Thailand

as the brand continued its

expansion into an increasing

number of Asian consumer

markets.

Lyppard’s new 3,500m

2

facility

in New South Wales commenced

operations at the end of 2019.

The new site provides the

business with significantly

increased scale compared to its

former site and is ideally located

in a strategic transport corridor.

Under recent supply chain

pressures, this helped ensure

the continual supply of animal

medicine to veterinarians across

the state.

BLACK HAWK

CONTINUES TO

DELIVER MARKETING

ACTIVITY DESIGNED TO

GENERATE EMOTIONAL

CONNECTIONS

BETWEEN PETS AND

THEIR OWNERS

29

BUSINESS

HIGHLIGHTS

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EBOS GROUP 2O2O ANNUAL REPORT313O

OUR BOARD

1. ELIZABETH COUTTS,

INDEPENDENT CHAIR

ONZM, BMS, FCA

Elizabeth Coutts was appointed

to the EBOS Group Limited Board

in July 2003. She is Chairman of

the Remuneration Committee and

a member of the Audit and Risk

Committee. She is Chair of Ports of

Auckland Ltd, Oceania Healthcare

Ltd and Skellerup Holdings Limited

and Director of EBOS Group

subsidiaries in New Zealand and

Member, Marsh New Zealand

Advisory Board.

Elizabeth is a former Chairman of

Meritec Group, Industrial Research,

and Life Pharmacy Limited,

former director of Air New Zealand

Limited, the Health Funding

Authority, Sanford Limited, the

Yellow Group of Companies

and Tennis Auckland Region

Incorporated, former Deputy

Chairman of Public Trust, former

board member of Sport NZ, former

member of the Pharmaceutical

Management Agency (Pharmac),

former Commissioner for both

the Commerce and Earthquake

Commissions, former external

monetary policy adviser to the

Governor of the Reserve Bank

of New Zealand, immediate

past President of the Institute of

Directors Inc. and former Chief

Executive of the Caxton Group of

Companies.

2. NICK DOWLING,

INDEPENDENT DIRECTOR

BCA (Hons); BA

Nick was appointed to the EBOS

Group Limited Board in February

2020. Nick is currently the Chief

Operating Officer at Balmoral

Australia, a family office engaged

in the tourism, wine, maritime

services and investment sectors.

Prior to Balmoral Australia, Mr

Dowling was Managing Director

and CEO, Australia and New

Zealand and at New Hope

Group Co. Ltd, a private Beijing

based corporation engaged in

agribusiness and food, real estate

and infrastructure, chemicals,

finance and investment. He has

also held senior roles at UBS,

Goldman Sachs, JP Morgan and

Morgan Stanley. He currently

sits on the Advisory Board of

AEH Group and is a director of

a number of Balmoral Australia

companies.

3. STUART MCGREGOR

BCOM, LLB, MBA

Stuart McGregor was appointed

to the EBOS Group Limited Board

in July 2013. He is a member of the

Audit and Risk Committee. Stuart

was educated at the University

of Melbourne and the London

School of Business Administration,

gaining degrees in Commerce and

Law. He also completed a Master

of Business Administration at the

University of Melbourne.

Currently, Stuart is a director of

Symbion Pty Ltd and other EBOS

Group subsidiaries.

Over the last 30 years, Stuart

has been Company Secretary

of Carlton United Breweries,

Managing Director of Cascade

Brewery Company Limited

in Tasmania and Managing

Director of San Miguel Brewery

Hong Kong Limited. In the public

sector, he served as Chief of

Staff to a Minister for Industry

and Commerce in the Federal

Government and as Chief Executive

of the Tasmanian Government’s

Economic Development Agency.

He was formerly a director of

Primelife Limited and Donaco

International Limited.

4. STUART MCLAUCHLAN,

INDEPENDENT DIRECTOR

Stuart was appointed to the

EBOS Group Limited Board in

July 2019. He is Chairman of the

Audit and Risk Committee and

a member of the Remuneration

Committee. Stuart is a Chartered

Fellow of the Institute of Directors

and a past President. He is a

Chartered Accountant, partner

of GS McLauchlan & Co, and

a Fellow of the Institute of

Chartered Accountants Australia

and New Zealand. He is currently

chairman of Scott Technology

Ltd, ADInstruments Ltd and UDC

Finance Ltd. He is also a director

of Argosy Properties Ltd as well as

a number of private companies.

He is also a governor of the New

Zealand Sports Hall of Fame, and

Member, Marsh New Zealand

Advisory Board. He was formerly a

director of Ngai Tahu Tourism Ltd.

5. SARAH OTTREY,

INDEPENDENT DIRECTOR

BCOM

Sarah was appointed to the

EBOS Group Limited Board in

September 2006. She is a member

of the Remuneration Committee.

Sarah is Chair of Whitestone

Cheese Limited and a director of

Skyline Enterprises Limited and

subsidiaries, Mount Cook Alpine

Salmon Limited, Christchurch

International Airport Ltd and

Sarah Ottrey Marketing Limited.

She is a past board member of

the Public Trust and the Smiths

City Group. Sarah has held senior

marketing management positions

with Unilever and Heineken.

6. PETER WILLIAMS

Peter Williams was appointed to

the EBOS Group Limited Board

in July 2013. Peter has been an

executive of The Zuellig Group

since 2000. Peter is a director

of Pharma Industries Limited,

Green Cross Health Limited and

CB Norwood Pty Ltd. He is also a

director of Cambert, a company

marketing health and personal

care products in South East Asia.

1.

4.

5.

6.

3.

2.

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3233

Group revenue increased to $8.8

billion, up 26.5% on the prior year,

benefiting from growth across all of

EBOS’ businesses. The increase in

revenue for the year was primarily

attributable to significantly higher

sales volumes in our Community

Pharmacy and Institutional Healthcare

businesses.

While COVID-19 did cause a period of

unprecedented demand during March

2020, the overall financial impact of

the pandemic was broadly neutral for

FY20.

During the year, EBOS continued to

invest in both organic and inorganic

growth opportunities with a total

investment of $73.5 million for the year.

This spend included a beachhead

acquisition into the Australasian

Medical Devices market and a new

facility for our Consumer Products

distribution and manufacturing

operations in New Zealand.

Underlying Earnings Before Net

Finance Costs, Tax, Depreciation and

Amortisation (EBITDA) of $296.6 million

grew by $34.9 million representing an

increase of 13.4%. Reported EBITDA

of $333.6 million was significantly

higher than last year by $83.2 million,

although this increase included a

$39.6 million benefit from the

introduction of the new accounting

standard for leases.

Underlying Net Profit After Tax (NPAT)

attributable to shareholders increased

by 16.5% to $168.3 million. Reported

NPAT increased by $24.8 million or

18.0% from that of the prior year to

$162.5 million.

For clarity, the comparative results

presented above are shown on both

an underlying and reported (statutory)

basis.

Underlying NPAT results exclude the

negative impact of the new accounting

standard for leases ($5.5 million),

non-recurring costs incurred of $2.6

million (NPAT impact of $2.1 million)

and the one-off tax benefit recognised

during the year ($1.7 million).

HEALTHCARE

The Healthcare business reported a

27.4% increase in revenue above last

year which contributed to a 14.8%

increase in underlying EBITDA for

the year.

In Australia, Healthcare revenue

increased by $1.7 billion (+33.1%) and

underlying EBITDA increased 19.6%,

underpinned by the performance

of our Community Pharmacy,

Institutional Healthcare and Contract

Logistics businesses.

New Zealand Healthcare revenue grew

by 8.5%, however, underlying EBITDA

was affected by cost increases in

labour and freight and softer overseas

demand for our consumer products

impacted by regulatory changes in the

daigou export channel.

ANIMAL CARE

The Animal Care business recorded an

underlying EBITDA increase of 8.3% for

the year, as the business continued its

momentum of solid growth.

Animal Care revenue of $425.1 million,

representing an increase of $43.1

million (+11.3%), was attributable

to sales growth from our branded

products businesses and higher

sales volumes by our Australian

veterinary wholesale business,

Lyppard. Lyppard’s sales growth was

attributable to both customer growth

and a full year’s contribution from our

recently acquired Therapon business.

FINANCIAL SUMMARY

The increase in sales of our key

brands, Black Hawk, 12.3%, and

Vitapet, 15.1%, during the year

was achieved on the back of our

continued investment in brand

awareness across both Australia

and New Zealand.

OPERATING CASH FLOW, NET

DEBT AND RETURN ON CAPITAL

EMPLOYED

EBOS has reported operating

cash flows before capital

expenditure of $229.2 million.

This cash result reflects EBOS’

increased earnings for the period,

while maintaining an ongoing

focus and commitment to

industry leading working capital

management.

Net capital expenditure for the

year of $28.9 million included the

development of a new Consumer

Products distribution and

manufacturing facility in Auckland

and continued investment across

EBOS’ warehouse operations.

This new manufacturing facility

will allow for further capacity

of the manufacture of Red

Seal toothpaste to supply both

domestic and international sales

channels.

In March 2020, EBOS successfully

extended the maturity tenor of

approximately $200 million of

term debt facilities for a further

three years. At the same time,

EBOS also increased the facility

limit of the extended facility to

$250 million, allowing for further

funding capacity as we continue

to seek investment opportunities

as part of our growth strategy.

Return on Capital Employed

(ROCE) of 17.1% (+1 . 2 %) and a net

debt to EBITDA ratio of 1.11x (down

0.30x), excluding the impact

of the new lease accounting

standard, represented a strong

improvement on June 2019. The

improvement in these key ratios

is reflective of both the strong

earnings growth and excellent

operating cash flows generated

for the year.

ACQUISITION

During the year, EBOS acquired

the LMT/National Surgical Group

for $34.0 million. This acquisition

represented a beachhead

investment into the $8 billion

Australia and New Zealand

medical devices sector.

DIVIDENDS

The Directors are pleased to

announce a final FY20 dividend

of NZ 40.0 cents per share which

equates to a full-year dividend

of NZ 77.5 cents per share, an

increase of 8.4% on the prior year.

The record date for the final

dividend is 25 September 2020

and the dividend will be paid

on 9 October 2020. The final

dividend will again be imputed

to 25% for New Zealand tax

resident shareholders and will

be fully franked for Australian

tax resident shareholders. The

Board confirms that the Dividend

Reinvestment Plan (DRP) will be

operational for the final dividend,

and shareholders can elect to

take shares in lieu of a dividend at

a discount of 2.5% to the volume

weighted average price (VWAP).

EBOS HAS

DELIVERED A

SOLID YEAR IN

UNDERLYING

EARNINGS AND A

STRONG CASH


FLOW RESULT.

EBOS has delivered

record revenue and

earnings as well as an

excellent operating

cash flow result for

the year.

32EBOS GROUP 2O2O ANNUAL REPORT

BUSINESS OVERVIEW
FINANCIALS

CORPORATE GOVERNANCE

REMUNERATION REPORT

DIRECTORS’ INTERESTS


& DISCLOSURES

DIRECTORY

34EBOS GROUP 2O2O ANNUAL REPORT35

Introducing this report 46

Section A: EBOS performance

A1. Revenue and expenses 50

A2. Segment information 53

A3. Taxation 56

A4. Earnings per share 58

Section B: Key judgements made

B1. Goodwill and intangibles 59

B2. Acquisition information 64

Section C: Operating assets and liabilities used by EBOS

C1. Trade and other receivables 68

C2. Inventories 69

C3. Trade and other payables 70

Section D: Capital assets used by EBOS to

operate our business

D1. Property, plant and equipment 71

D2. Capital work in progress 72

Section E: How we fund the business

E1. Share capital 73

E2. Dividends 74

E3. Borrowings 75

E4. Borrowing facilities maturity profile 76

E5. Operating cash flows 77

Section F: EBOS group structure

F1. Subsidiaries 79

F2. Investment in associates 81

Section G: How we manage risk

G1. Financial risk management 83

G2. Financial instruments 85

Section H: Other disclosures

H1. Contingent liabilities 87

H2. Commitments for expenditure 87

H3. Subsequent events 87

H4. Related party disclosures 88

H5. Remuneration of auditors 88

H6. Leases 88

H7. New accounting standards 90

CONTENTS

Directors’ Responsibility Statement 35

Independent Auditor’s Report 36

Financial Statements 40

Consolidated Income Statement 40

Consolidated Statement of Comprehensive Income 41

Consolidated Balance Sheet 42

Consolidated Statement of Changes in Equity 44

Consolidated Cash Flow Statement 45

Notes to the Consolidated Financial Statements 46

Additional stock exchange information 91

FINANCIAL REPORT

KEY

Key judgements and other judgements madeAccounting policy

Explanatory note

Subsequent event

Risks

DIRECTORS’ RESPONSIBILITY

S TATEMENT

The Directors of EBOS Group

Limited are pleased to present

to shareholders the financial

statements for EBOS Group

Limited and its controlled entities

(together the ‘Group’) for the year

to 30 June 2020.

The Directors are responsible for

presenting financial statements in

accordance with New Zealand law

and generally accepted accounting

practice, which give a true and fair

view of the financial position of the

Group as at 30 June 2020 and the

results of their operations and cash

flows for the year ended on that date.

The Directors consider the financial

statements of the Group have been

prepared using accounting policies

which have been consistently applied

and supported by reasonable

judgements and estimates and that

all relevant financial reporting and

accounting standards have been

followed.

The Directors believe that proper

accounting records have been

kept which enable, with reasonable

accuracy, the determination of the

financial position of the Group and

facilitate compliance of the financial

statements with the Financial

Markets Conduct Act 2013.

The Directors consider that they

have taken adequate steps to

safeguard the assets of the Group,

and to prevent and detect fraud and

other irregularities. Internal control

procedures are also considered to

be sufficient to provide reasonable

assurance as to the integrity and

reliability of the financial statements.

The financial statements are signed

on behalf of the Board by:


Elizabeth Coutts

Chair


Stuart McLauchlan

Director

19 August 2020

37
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& DISCLOSURES

DIRECTORY

EBOS GROUP 2O2O ANNUAL REPORT36


INDEPENDENT AUDITOR’S

REPORT TO THE SHAREHOLDERS

37

REPORT ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS

Opinion

We have audited the consolidated financial statements of EBOS Group Limited and its

subsidiaries (the ‘Group’), which comprise the consolidated balance sheet as at 30 June 2020,

and the consolidated income statement, statement of comprehensive income, statement

of changes in equity and statement of cash flows for the year then ended, and notes to the

consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements, on pages 40 to 90, present

fairly, in all material respects, the consolidated financial position of the Group as at 30 June

2020, and its consolidated financial performance and cash flows for the year then ended in

accordance with New Zealand Equivalents to International Financial Reporting Standards

(‘NZ IFRS’) and International Financial Reporting Standards (‘IFRS’).

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (‘ISAs’) and

International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities under those

standards are further described in the

Auditor’s Responsibilities for the Audit of the Consolidated

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.

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

International Code of Ethics for Assurance Practitioners (including International Independence

Standards) (New Zealand) issued by the New Zealand Auditing and Assurance Standards Board

and the International Ethics Standards Board for Accountants’ International Code of Ethics

for Professional Accountants (including International Independence Standards), and we have

fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other assignments for the Group in the area of taxation compliance services.

These services have not impaired our independence as auditor of the Group. In addition to this,

partners and employees of our firm deal with the Group on normal terms within the ordinary

course of trading activities of the business of the Group. The firm has no other relationship with,

or interest in, the Group.

Audit Materiality

We consider materiality primarily in terms of the magnitude of misstatement in the financial

statements of the Group that in our judgement would make it probable that the economic

decisions of a reasonably knowledgeable person would be changed or influenced (the

‘quantitative’ materiality). In addition, we also assess whether other matters that come to our

attention during the audit would in our judgement change or influence the decisions of such a

person (the ‘qualitative’ materiality). We use materiality both in planning the scope of our audit

work and in evaluating the results of our work.

We determined materiality for the Group financial statements as a whole to be AUD $11.5m.

Key Audit Matters

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

significance in our audit of the consolidated financial statements of the current period. These

matters were addressed in the context of our audit of the consolidated financial statements as

a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these

matters.

Key audit matterHow our audit addressed the key audit matter

Goodwill and Indefinite Life Intangible Asset Impairment Assessment

The Group has $970m of goodwill and $123m of indefinite life

intangible assets, including brands of $95m, on the balance

sheet at 30 June 2020 as detailed in note B1 to the financial

statements.

The carrying values of goodwill and indefinite life intangible

assets are dependent on the future cash flows expected to be

generated by the underlying businesses, and there is a risk if

these cash flows do not meet the Group’s expectations that

the assets may be impaired.

The Group tests goodwill and indefinite life intangible assets

at least annually by determining the recoverable amount

(the higher of value-in-use or fair value less costs to sell) of

the individual assets where possible, or otherwise the cash

generating units to which the assets belong and comparing

the recoverable amounts of the assets to their carrying values.

The impairment assessment models prepared by the Group

contain a number of significant assumptions. Changes in

these assumptions might lead to a change in the carrying

value of indefinite life intangible assets and goodwill.

The Group has assessed the recoverable amount of brands

based on fair value using the relief from royalty method.

The key assumptions applied in the above models are:

• Annual revenue and expense growth rates for the 5 year

forecast period;

• pre-tax discount rates;

• royalty rates; and

• terminal growth rates.

The Group has assessed the recoverable amount of each cash

generating unit (“CGU”) or group of CGU’s to which goodwill

has been allocated based on value-in-use models. The key

assumptions applied in the value-in-use models are:

• Annual revenue and expense growth rates for the 5 year

forecast period;

• pre-tax discount rates; and

• terminal growth rates.

We have included the impairment assessments of goodwill

and indefinite life intangible assets as a key audit matter

due to the significance of the balances to the financial

statements and the level of judgement applied by the Group

in determining the key assumptions used to determine the

recoverable amounts.

We considered whether the Group’s methodology

for assessing impairment is compliant with NZ IAS

36:

Impairment of Assets. We focussed on testing

and challenging the suitability of the models and

reasonableness of the assumptions used by the Group

in conducting their impairment reviews.

Our procedures included:

• Agreeing a sample of future cash flows to Board

approved forecasts;

• Challenging the reliability of the Group’s revenue and

expense growth rates by comparing the forecasts

underlying the growth rates to historical forecasts

and actual results of the underlying businesses

(where applicable). This also included consideration of

the impact of COVID-19 on both forecast revenue and

profitability of the CGU’s; and

• Assessing the reasonableness of key assumptions and

changes to them from previous years.

We used our internal valuation specialists to assist with

evaluating the models and challenging the Group’s key

assumptions. The procedures of the specialist included:

• Evaluating the appropriateness of the valuation

methodology;

• Testing the mathematical integrity of the models;

• Evaluating the Group’s determination of the pre-tax

discount rates and royalty rates used in the models

through consideration of the relevant risk factors for

each CGU, the cost of capital for the Group, and market

data on comparable businesses; and

• Comparing the terminal growth rates to market data for

the industry sectors.

We evaluated the sensitivity analysis performed by

management to consider the extent to which a change

in one or more of the key assumptions could give rise to

impairment in the goodwill and indefinite life intangible

assets.

39
BUSINESS OVERVIEW

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REMUNERATION REPORT

DIRECTORS’ INTERESTS


& DISCLOSURES

DIRECTORY

EBOS GROUP 2O2O ANNUAL REPORT38

Other information

The directors are responsible on behalf of the Group for the other information. The other

information comprises the information in the Annual Report that accompanies the consolidated

financial statements and the audit report.

Our opinion on the consolidated financial statements does not cover the other information and

we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and consider whether it is materially

inconsistent with the consolidated financial statements or our knowledge obtained in the audit

or otherwise appears to be materially misstated. If so, we are required to report that fact. We

have nothing to report in this regard.

Directors’

responsibilities for the

consolidated financial

statements

The directors are responsible on behalf of the Group for the preparation and fair presentation of

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

control as the directors determine is necessary to enable the preparation of consolidated

financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible on behalf of the

Group 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

consolidated financial

statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial

statements as a whole are free from material misstatement, whether due to fraud or error, and

to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of

assurance, but is not a guarantee that an audit conducted in accordance with ISAs and ISAs (NZ)

will always detect a material misstatement when it exists. Misstatements can arise from fraud or

error and are considered material if, individually or in the aggregate, they could reasonably be

expected to influence the economic decisions of users taken on the basis of these consolidated

financial statements.

A further description of our responsibilities for the audit of the consolidated financial statements

is located on the External Reporting Board’s website at:

https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/

audit-report-1

This description forms part of our auditor’s report.

Restriction on use

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

undertaken so that we might state to the Company’s shareholders those matters we are

required to state to them in an auditor’s report and for no other purpose. To the fullest extent

permitted by law, we do not accept or assume responsibility to anyone other than the Company’s

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

Mike Hawken, Partner

For Deloitte Limited

Christchurch, New Zealand

19 August 2020

THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK

41
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& DISCLOSURES

DIRECTORY

EBOS GROUP 2O2O ANNUAL REPORT4O

Consolidated Income Statement

The Consolidated Income Statement presents income earned and expenditure incurred by the Group during the financial year in

determining profit.

For the financial year ended 30 June 2020Notes

2020

A$’000

2019

A$’000

Revenue

A1(a) 8,765,540 6,930,360

Income from associatesF23,355 4,203

Profit before depreciation, amortisation,

net finance costs and tax expense (EBITDA)


333,599


250,410

DepreciationA1(b)(56,870)(16,438)

AmortisationA1(b)(16,276)(15,623)

Profit before net finance costs and tax expense

260,453 218,349

Finance income1,387 1,927

Finance costs – borrowings(23,657)(27,261)

Finance costs – leasesH6 (8,126) -

Profit before tax expense

230,057 193,015

Tax expenseA3(68,541)(56,288)

Profit for the year

161,516 136,727

Profit for the year attributable to:

Owners of the Company162,518 137,700

Non-controlling interests (1,002)(973)

161,516 136,727

Earnings per share:

Basic (cents per share)A4100.689.8

Diluted (cents per share)A4100.689.8

Consolidated Statement of Comprehensive Income

The Consolidated Statement of Comprehensive Income presents profit for the year, plus gains and losses that are not recognised in the

Consolidated Income Statement and instead are required to be taken directly to reserves within equity.

For the financial year ended 30 June 2020

2020

A$’000

2019

A$’000

Profit for the year

161,516136,727

Other comprehensive income

Items that may be reclassified subsequently to profit or loss:

Cash flow hedge (losses) (2,414)(9,432)

Related income tax 766 2,784

Movement in foreign currency translation reserve(7,378) 12,013

(9,026) 5,365

Items that will not be reclassified subsequently to profit or loss:

Movement on equity instruments fair valued through other comprehensive income 926370

Total comprehensive income net of tax

153,416 142,462

Total comprehensive income for the year is attributable to:

Owners of the Company154,418143,435

Non-controlling interests (1,002) (973)

153,416142,462

NOTES TO THE FINANCIAL STATEMENTS ARE INCLUDED ON PAGES 46 TO 9O.NOTES TO THE FINANCIAL STATEMENTS ARE INCLUDED ON PAGES 46 TO 9O.

FINANCIAL STATEMENTS

43
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& DISCLOSURES

DIRECTORY

EBOS GROUP 2O2O ANNUAL REPORT42

Consolidated Balance Sheet

The Consolidated Balance Sheet presents a summary of the Group’s assets, liabilities and equity at the end of the financial year.

As at 30 June 2020Notes

2020

A$’000

2019

A$’000

Current assets

Cash and cash equivalents 244,778 166,620

Trade and other receivablesC11,022,587897,796

Prepayments12,4849,603

InventoriesC2 737,699723,517

Current tax refundable2,177 83

Other financial assets – derivativesG2 109611

Total current assets

2,019,834 1,798,230

Non-current assets

Property, plant and equipmentD1173,704 174,463

Capital work in progressD2 5,783 6,508

Prepayments 327 650

Deferred tax assetsA3 (b) 131,039 54,348

GoodwillB1 (a) 969,623 947,055

Indefinite life intangiblesB1 (b) 122,500 123,582

Finite life intangiblesB1 (d) 43,792 46,569

Right of use assetsH6 222,931 -

Investment in associatesF2 46,679 41,074

Other financial assets 10,578 9,733

Total non-current assets

1,726,956 1,403,982

Total assets

3,746,790 3,202,212

Current liabilities

Trade and other payablesC3 1,413,914 1,288,319

Bank loansE3 246,921 168,307

Lease liabilitiesH6 33,846 -

Current tax payable 17,505 12,883

Employee benefits 42,774 40,805

Other financial liabilities – derivativesG2 12,629 10,717

Total current liabilities

1,767,589 1,521,031

As at 30 June 2020Notes

2020

A$’000

2019

A$’000

Non-current liabilities

Bank loansE3 324,916 364,038

Lease liabilitiesH6 203,300 -

Trade and other payablesC3 3,988 13,941

Deferred tax liabilitiesA3 (b) 128,825 57,3 30

Employee benefits 7,298 6,612

Total non-current liabilities

668,327 441,921

Total liabilities

2,435,916 1,962,952

Net assets

1,310,874 1,239,260

Equity

Share capitalE1 961,486 931,811

Share-based payments reserve 6,601 3,937

Foreign currency translation reserve (18,170) (10,792)

Retained earnings 372,012 323,635

Equity instrument fair valued through other comprehensive income (128) (1,054)

Cash flow hedge reserve (6,854) (5,206)

Equity attributable to owners of the Company

1,314,947 1,242,331

Non-controlling interests (4,073) (3,071)

Total equity

1,310,874 1,239,260

Consolidated Balance Sheet continued

NOTES TO THE FINANCIAL STATEMENTS ARE INCLUDED ON PAGES 46 TO 9O.NOTES TO THE FINANCIAL STATEMENTS ARE INCLUDED ON PAGES 46 TO 9O.

45
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EBOS GROUP 2O2O ANNUAL REPORT44

Consolidated Statement of Changes in Equity

The Consolidated Statement of Changes in Equity presents the components of capital and reserves of the Group and explains the movements

in each component during the financial year.

For the financial year ended

June 2020Notes

Share

capital

A$’000

Share-

based

payments

A$’000

Foreign

currency

translation

reserve

A$’000

Retained

earnings

A$’000

Equity

instruments

fair valued

through

other com-

prehensive

income

reserve

A$’000

Cash flow

hedge

reserve

A$’000

Non-

controlling

interests

A$’000

Total

A$’000

Balance at 1 July 2018763,636 2,144 (22,805)308,499 (1,424)1,442 21,352 1,072,844

Profit for the year- --137,700--(973)136,727

Other comprehensive income

for the year, net of tax

--

12,013 -370 (6,648)

-

5,735

Payment of dividendsE2- - -(99,336)---(99,336)

Share-based payments-1,793 -----1,793

Dividends reinvestedE15,719 - -----5,719

Institutional placementE1165,493 - -----165,493

Share issue costsE1(3,037) - -----(3,037)

Arising on acquisition of remaining

non-controlling interest

B2- - ----(46,678)(46,678)

Transfer of non-controlling interest---(23,228)--23,228 -

Balance at 30 June 2019931,811 3,937 (10,792)323,635 (1,054)(5,206)(3,071)1,239,260

Balance at 1 July 2019931,811 3,937 (10,792)323,635 (1,054)(5,206)(3,071)1,239,260

Profit for the year-- -162,518 - -(1,002)161,516

Other comprehensive income

for the year, net of tax

--(7,378) - 926(1,648) -(8,100)

Payment of dividendsE2---(114,141) - - -(114,141)

Share-based payments-2,664 -- - - -2,664

Dividends reinvestedE123,032 --- - - -23,032

Employee LTI shares exercisedE16,353 --- - - -6,353

Employee share plan shares issuedE1358 --- - - -358

Employee share issue costsE1(68)- - - - - -(68)

Balance at 30 June 2020961,486 6,601 (18,170)372,012 (128)(6,854)(4,073)1,310,874

NOTES TO THE FINANCIAL STATEMENTS ARE INCLUDED ON PAGES 46 TO 9O.NOTES TO THE FINANCIAL STATEMENTS ARE INCLUDED ON PAGES 46 TO 9O.

Consolidated Cash Flow Statement

The Consolidated Cash Flow Statement presents the cash generated and used by the Group during the financial year.

For the financial year ended 30 June 2020Notes

2020

A$’000

2019

A$’000

Cash flows from operating activities

Receipts from sale of goods and services 8,725,652 7,032,507

Interest received 1,387 1,927

Dividends received from associatesF2 630 1,394

Payments for purchase of goods and services (8,397,655) (6,834,753)

Taxes paid (69,037) (55,271)

Interest paid (31,785) (27,261)

Net cash inflow from operating activities

E5 229,192 118,543

Cash flows from investing activities

Sale of property, plant and equipment 369 7,703

Purchase of property, plant and equipment (18,310) (27,239)

Payments for capital work in progress (5,918) (5,735)

Payments for intangible assets (5,053) (1,227)

Investment in associates (3,694) -

Acquisition of subsidiariesB2 (40,868) (93,445)

Investment in other financial assets 143 (110)

Net cash (outflow) from investing activities

(73,331) (120,053)

Cash flows from financing activities

Proceeds from issue of sharesE1 29,675 168,175

Proceeds from borrowingsE5 40,630 23,077

Repayment of borrowingsE5 (1,236) (74,955)

Repayment of lease liabilitiesH6 (31,957) -

Dividends paid to equity holders of parent (111,834) (99,932)

Net cash (outflow)/inflow from financing activities

(74,722) 16,365

Net increase in cash held 81,139 14,855

Effect of exchange rate fluctuations on cash held (2,981) 1,896

Net cash and cash equivalents at the beginning of the year 166,620 149,869

Net cash and cash equivalents at the end of the year

244,778 166,620

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EBOS GROUP 2O2O ANNUAL REPORT46

Notes to the consolidated financial statements

For the financial year ended 30 June 2020.

INTRODUCING THIS REPORT CONTINUED

Basis of consolidation

The Group’s financial statements comprise the

financial statements of EBOS Group Limited,

the parent company, combined with all the entities

that comprise the Group, being its subsidiaries (listed

in note F1) and its share of associate investments

(listed in note F2). The financial statements of the

members of the Group, including associates, are

prepared for the same reporting period as the parent

company, using consistent accounting policies.

Subsidiaries are consolidated on the date on which

control is obtained to the date on which control is lost.

The results of subsidiaries acquired or disposed of

during the year are included in the Consolidated

Income Statement from the effective date of

acquisition or up to the effective date of disposal,

as appropriate.

All significant inter-company transactions and

balances are eliminated on consolidation.

Adopting of new and revised standards and interpretations

In the current year, the Group adopted all mandatory

new and amended standards and interpretations.

During the period, NZ IFRS 16 Leases (

NZ IFRS 16)

has been adopted. A summary of the effect of

the change in accounting policy and disclosures

resulting from the application of the new standard is

described below.

NZ IFRS 16 Leases

In the current year, the Group has applied NZ IFRS

16 Leases, effective 1 July 2019. NZ IFRS 16 (replaces

NZ IAS 17 ‘Leases’) sets out the principles for the

recognition, measurement, presentation and

disclosure of leases. It requires lessees to account

for all leases under a single on balance sheet

model, similar to accounting for finance leases

under NZ IAS 17.

The adoption of NZ IFRS 16 results in the Group

recognising a right of use (ROU) asset and

corresponding liability for all leases with a term of

more than 12 months, excluding low value assets.

Operating lease expense is replaced by depreciation

expense on the ROU assets and interest expense on

the lease liabilities as they amortise.

The Group applied NZ IFRS 16 on 1 July 2019 using

the modified retrospective (full simplified) transition

method. At transition, lease liabilities were measured

at the present value of the remaining lease

payments, discounted at the incremental borrowing

rate (IBR) as at 1 July 2019. ROU assets are measured

equal to lease liabilities, adjusted for initial direct

costs incurred when entering into the leases, less

any incentives received on commencement date.

Comparative periods were not restated.

Lease payments included in the measurement of the

lease liability comprise:

• fixed lease payments, less incentives receivable;

• variable lease payments that depend on an index

or rate, initially measured using the index or rate at

the commencement date;

• the amount expected to be payable by the lessee

under residual value guarantees;

• the exercise price of purchase options, if the lessee

is reasonably certain to exercise the options; and

• payments of penalties for terminating the lease,

if the lease term reflects the exercise of an option

to terminate the lease.

The lease liability is presented as a separate line in

the Consolidated Balance Sheet.

The lease liability is subsequently measured by

increasing the carrying amount to reflect interest

on the lease liability and by reducing the carrying

amount to reflect the lease payments made.


INTRODUCING THIS REPORT

The notes to the financial statements include information that is considered relevant and material to assist the reader in

the understanding of the financial performance and financial position of EBOS Group Limited and its controlled entities

(together ‘the Group’ or ‘EBOS’).

Information is considered relevant and material if:

• the amount is significant because of its size and nature;

• it is important to assist the readers understanding of the results of EBOS;

• it helps to explain to the reader the changes in the business and/or operations of EBOS; or

• it relates to an aspect of operations that is important to the future performance of EBOS.

EBOS Group Limited (‘the Company’) is a profit-oriented company incorporated in New Zealand, registered under the

Companies Act 1993 and dual listed on both the New Zealand Stock Exchange and the Australian Securities Exchange.

Basis of preparation

The financial statements have been prepared in

accordance with Generally Accepted Accounting

Practice (‘GAAP’). They comply with New Zealand

Equivalents to International Financial Reporting

Standards (‘NZ IFRS’) and other applicable reporting

standards as appropriate for profit oriented entities.

The financial statements comply with International

Financial Reporting Standards (‘IFRS’).

EBOS is a Tier 1 for-profit entity in terms of the

New Zealand External Reporting Board Standard A1.

The Company is a FMC reporting entity for the

purposes of the Financial Markets Conduct Act 2013,

and its financial statements comply with this Act.

The financial statements have been prepared on the

basis of historical cost, except for the revaluation of

certain financial instruments. Cost is based on the

fair value of the consideration given in exchange for

assets.

The information is presented in thousands of

Australian dollars, unless otherwise stated.

Critical accounting estimates and judgements

In the process of applying the Group’s accounting

policies and the application of accounting standards,

EBOS has made a number of judgements and

estimates. The estimates and underlying assumptions

are based on historic experience and various other

factors that are considered to be appropriate under

the circumstances.

Therefore, there is an inherent risk that actual results

may subsequently differ from the estimates made.

These estimates and underlying assumptions are

reviewed on an ongoing basis. Revisions to accounting

estimates are recognised in the period in which the

estimate is revised if the revision affects only that

period, or in the period of the revision and future

periods if the revision affects both current and future

periods.

Judgements and estimates that are considered

material to understanding the performance of

EBOS are found in the relevant notes to the financial

statements. Key judgements have been made in

regards to assumptions that support the impairment

assessment for goodwill and indefinite life intangibles

(note B1) and the identification and valuation of

intangibles recognised on acquisitions (note B2).

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EBOS GROUP 2O2O ANNUAL REPORT48

Adopting of new and revised standards and interpretations

continued

The Group remeasures the lease liability (and makes

a corresponding adjustment to the related ROU

asset) whenever:

• the lease term has changed or if there is a change

in the assessment of exercise of a purchase option,

in which case the lease liability is remeasured by

discounting the revised lease payments using a

revised discount rate;

• the lease payments change due to changes in an

index or rate or a change in expected payment

under a guaranteed residual value, in which cases

the lease liability is remeasured by discounting the

revised lease payments using the initial discount

rate; and

• a lease contract is modified and the lease

modification is not accounted for as a separate

lease, in which case the lease liability is remeasured

by discounting the revised lease payments using a

revised discount rate.

The Group did not make any such adjustments

during the periods presented.

The ROU assets comprise the initial measurement

of the corresponding lease liability, lease payments

made at or before the commencement day less any

lease incentives receivable and any initial direct

costs. They are subsequently measured at cost less

accumulated depreciation and impairment losses.

Whenever the Group incurs an obligation for costs

to dismantle and remove a leased asset, restore the

site on which it is located and restore the underlying

asset to the condition required by the terms and

conditions of the lease, a provision is recognised

and measured under NZ IAS 37

Provisions,

Contingent Liabilities and Contingent Assets and a

corresponding amount added to the ROU asset.

ROU assets are depreciated over the shorter period

of either the lease term or the useful life of the

underlying asset. If a lease transfers ownership of the

underlying asset or the cost of the ROU asset reflects

that the Group expects to exercise a purchase

option, the related ROU asset is depreciated over the

useful life of the underlying asset. The depreciation

starts at the commencement date of the lease.

The ROU assets are presented as a separate line in

the Consolidated Balance Sheet.

The Group applies NZ IAS 36

Impairment of Assets

to determine whether a ROU asset is impaired and

accounts for any identified impairment loss under

this standard.

Variable rents that do not depend on an index

or rate are not included in the measurement of

the lease liability and the ROU asset. The related

payments are recognised as an expense in the

period in which the event or condition that triggers

those payments occurs and are included in the line

‘operating lease rental expenses’ in the Consolidated

Income Statement.

As a practical expedient, NZ IFRS 16 permits

a lessee not to separate non-lease components,

and instead account for any lease associated

non-lease components as a single arrangement.

The expense that would previously be recorded

as an operating lease expense moved from being

included in operating expenses, to depreciation and

finance expense from 1 July 2019.

The impact on net earnings before income tax of

an individual lease over its term remains the same,

however, the new standard results in a higher

expense in early years, and lower in later years of

a lease as compared to the straight line expense

profile of an operating lease under NZ IAS 17.

IBR is the rate of interest that a lessee would have

to borrow over a similar term, and with a similar

security, the funds necessary to obtain an asset

of a similar value to the ROU asset in a similar

environment. The IBR was determined based on the

interest rate on the external borrowing facilities

available to the Group adjusted for the weighted

average lease term.

The weighted average IBR applied to lease liabilities

on 1 July 2019 was 3.41%.

INTRODUCING THIS REPORT CONTINUEDINTRODUCING THIS REPORT CONTINUED

Adopting of new and revised standards and interpretations

continued

The aggregate lease liability and ROU asset

recognised in the consolidated statement of

financial position as at 1 July 2019 and the Group’s

operating lease commitment at 30 June 2019 can

be reconciled as follows:

In applying the modified retrospective approach,

the Group has taken advantage of the following

practical expedients:

• a single discount rate has been applied to

portfolios of leases with reasonably similar

characteristics;

• leases with a term of less than 12 months have

been considered short-term leases;

• leases with a remaining term of 12 months or less

from the date of application have been accounted

for as short term leases even though the initial

term of the leases from lease commencement

date may have been more than 12 months; and

• a lessee may use hindsight, such as in determining

the lease term if the contract contains options to

extend or terminate the lease.

Foreign currency

Functional currency

The financial statements of each of the Group’s

entities are measured using the currency of the

primary economic environment in which that entity

operates (‘the functional currency’).

Transactions and balances

Foreign currency transactions are translated into

the functional currency using the exchange rate

on the date of the transaction. At each balance

sheet date, monetary assets and liabilities that are

denominated in foreign currencies are translated

at the rates prevailing on the balance sheet date.

Non-monetary assets and liabilities that are

measured in terms of historical cost in a foreign

currency are not retranslated.

Exchange differences arising on the settlement of

monetary items, and on the translation of monetary

items, are included in the Consolidated Income

Statement for the period.

Foreign operations

On consolidation, the assets and liabilities of

EBOS’ overseas operations are translated at the

exchange rate at the reporting date. Income and

expense items are translated at the average rates

for the period. Exchange differences arising are

recognised in the foreign currency translation

reserve (in equity), and recognised in profit or loss

on disposal of the foreign operation.

Goodwill and fair value adjustments arising on the

acquisition of a foreign entity are treated as assets

and liabilities of the foreign entity and translated at

the exchange rate at the reporting date.

Other Accounting Policies

Other accounting policies that are relevant to the

readers understanding of the financial statements

are included throughout the following notes to the

financial statements.

Lease liability recognised

on transitionA$’000

Future minimum lease payments

under non-cancellable operating

leases as at 30 June 2019193,402

Future lease payments on renewal

options that are reasonably certain93,756

Effect of discounting(41,537)

Lease liability as at 1 July 2019245,621

Right of Use Asset recognised

on transitionA$’000

Land and buildings225,624

Office, Plant and equipment8,576

Motor Vehicles2,746

Right of Use Assets as at 1 July 2019236,946

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A1. Revenue and expenses

(a) Revenue

Revenue consisted of the following items:

2020

A$’000

2019

A$’000

Community Pharmacy 5,090,153 3,704,123

Institutional Healthcare 2,565,111 2,292,697

Contract Logistics Services 74,107 63,012

Contract Logistics Sales 638,149 454,987

Consumer Products 115,438 113,931

Interdivisional eliminations (142,530) (80,434)

Healthcare 8,340,428 6,548,316

Animal Care 425,112 382,044

8,765,540 6,930,360

Recognition and measurement

Community Pharmacy and Institutional Healthcare

Revenue is derived from the supply of human healthcare products to pharmacies, hospitals and other healthcare

providers in Australia and New Zealand, in accordance with agreed terms with the customer. Following delivery of the

goods, the customer obtains control as it has full discretion over the manner of distribution and price to sell the goods,

has the primary responsibility when on selling the goods and bears the risks of loss in relation to the goods.

A receivable is recognised by the Group when it passes control of the goods, which is when the goods are delivered to

the customer as this represents the point in time at which the right to consideration becomes unconditional, as only the

passage of time is required before payment is made.

The transaction price may be adjusted for customers who pay their account in full, earlier than what standard credit

terms would require, or for incremental costs incurred in obtaining a sales contract which are recognised over the

contractual period. Under the Group’s standard terms with customers, product returns, refunds and provision for

warranties are in accordance with local requirements. Accumulated experience has been used to determine that such

returns are not significant.

Section Overview

This section explains the financial performance of EBOS by:

a) displaying additional information about individual items in the Consolidated Income Statement;

b) presenting further analysis of EBOS’ operating segments by revenue and expenses; and

c) providing an analysis of the components of EBOS’ tax balances for the year and the current imputation credit

account balance.

SECTION A: EBOS PERFORMANCE

A1. Revenue and expenses continued

(a) Revenue continued

Recognition and measurement

Contract Logistics

Sales: Sales consist of the sale of human healthcare

products to a wide range of healthcare customers

(wholesalers, pharmacies and medical centres),

in accordance with agreed terms with the customer.

A receivable is recognised by the Group when it

passes control of the goods which is when the goods

are confirmed to be on sold by the customer,

as this represents the point in time at which the

right to consideration becomes unconditional,

as only the passage of time is required before

payment is made.

Under our standard terms with customers product

returns, refunds and provision for warranties

provided are in accordance with local requirements.

Accumulated experience has been used to

determine that such returns are not significant.

Service fees: Revenue is derived from the provision

of logistics services for a fee to overseas based

healthcare manufacturers for their operating

activities in Australia and New Zealand. Service fees

are typically charged for storage of manufacturer’s

inventory holdings and pick, pack and delivery

services provided over a period of time, typically

on a monthly basis, as specified within contractual

rates agreed with the manufacturer.

The performance obligation is satisfied either

at a point in time or over time, as applicable,

at which point the right to consideration becomes

unconditional, as only the passage of time is

required before payment is made.

Consumer Products

Revenue is derived from the supply of agency

products and EBOS’ own branded human

healthcare products, such as Red Seal, Grans

Remedy, Faulding, Natures Kiss and Quitnits, to

pharmacies and supermarkets in Australia and

New Zealand and overseas distributors for export

markets. Following delivery of the goods, the

customer obtains control as it has full discretion

over the manner of distribution and price to sell

the goods, has the primary responsibility when

on selling the goods and bears the risks of loss in

relation to the goods.

A receivable is recognised by the Group when

it passes control which is when the goods are

delivered to the customer as this represents the

point in time at which the right to consideration

becomes unconditional, as only the passage of time

is required before payment is made.

The transaction price may be adjusted for

customers who pay their account in full, earlier than

what standard credit terms would require. Under

the Group’s standard terms with customers product

returns, refunds and provision for warranties are in

accordance with local requirements. Accumulated

experience has been used to determine that such

returns are not significant.

Animal Care

Revenue is derived from the supply of animal

care products to pet retail and vet clinics across

Australia and New Zealand. Upon delivery of the

goods, the customer assumes full control as it has

complete discretion over the manner of distribution

and pricing of goods, has the primary responsibility

when on-selling the goods and bears the risks of

loss in relation to the goods.

A receivable is recognised by the Group when

it passes control of the goods, which is when

the goods are delivered to the customer as this

represents the point in time at which the right to

consideration becomes unconditional, as only

the passage of time is required before payment is

made.

Under the Group’s standard terms with

customers product returns, refunds and provision

for warranties are in accordance with local

requirements. Accumulated experience has

been used to determine that such returns are not

significant.

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A1. Revenue and expenses continued

(b) Expenses

Profit before tax expense has been arrived at after charging the following expenses by nature:

2020

A$’000

2019

A$’000

One-off items

(1)

(2,600) (11,212)

Cost of sales (7,843,282) (6,121,500)

Writedown of inventory (4,450) (2,570)

Impairment (loss)/gain on trade and other receivables (1,095) 341

Depreciation of property, plant and equipment (19,523) (16,438)

Depreciation on right of use assets (37,347) -

Amortisation of finite life intangibles (16,276) (15,623)

Operating lease and rental expenses (5,091) (42,796)

Donations (419) (210)

Employee benefit expense (302,535) (283,024)

Defined contribution plan expense (17,222) (15,985)

Other expenses (258,602) (207,197)

Total expenses (8,508,442) (6,716,214)

(1)

2020: One-off items comprise merger and acquisition costs incurred. 2019: One-off items comprise merger and

acquisition, warehouse transition and restructuring costs incurred, $14.1m, net of a gain on the sale of excess land held,

$2.9m, during the year.

Recognition and measurement

Impairment

EBOS reviews the recoverable amount of its tangible and intangible assets, including goodwill, at each balance

date. If the carrying value of an asset exceeds the recoverable amount, an impairment expense is recognised in the

income statement.

Tangible assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs).

The recoverable amount is the higher of an asset’s fair value less costs to sell and the present value of future cash

flows expected to be generated by the asset (value in use).

Depreciation and amortisation

Depreciation is provided for on a straight line basis on all property, plant and equipment other than freehold land,

at depreciation rates calculated to allocate the assets’ cost less estimated residual value, over their estimated

useful lives. Refer to note D1 for the useful lives used in the calculation of depreciation.

Amortisation is charged on a straight line basis over the estimated useful life of finite life intangibles. Refer to note

B1(d) for the useful lives used in the calculation of amortisation.

Operating lease expenses

EBOS leases certain land, buildings, plant and equipment. Operating leases are where the lessor rather than EBOS

has effectively retained the substantial risk and benefit of ownership of a leased item. Operating lease payments

are included in the determination of profit or loss in equal instalments over the period of the lease. Lease incentives

received are recognised on a straight line basis over the lease period. From 1 July 2019, this policy only applies to

short term and low value leases.

A1. Revenue and expenses continued

(b) Expenses continued

Employee expenses

Provision is made for benefits owing to employees in respect of wages and salaries, annual leave, long service

leave and employee incentives for services rendered. Provisions are recognised when it is probable they will be

settled and can be measured reliably. They are carried at the remuneration rate expected to apply at the time

of settlement and discounted to the present value of the expected payment to the employee at balance date.

Net finance costs

Finance costs include bank interest and amortisation of costs incurred in connection with borrowing facilities.

Finance costs are expensed immediately as incurred, using the effective interest method, unless they relate to

acquisition and development of qualifying assets, in which case they are capitalised.

Interest income is recognised on a time-proportionate basis using the effective interest method.

A2. Segment information

(a) Reportable segments

EBOS’ major products and services are the same as the reportable segments, i.e. Healthcare and Animal Care, with no major

products and services allocated to corporate.

(b) Segment revenues and results

The following is an analysis of EBOS’ revenue and results by reportable segment:

Revenue from external customers (A$’000)

Corporate Segment

Includes net funding costs and

central administration expenses

that have not been allocated to the

Healthcare or Animal Care segments.

Animal Care Segment

Sale of animal care products in a

range of sectors, own brands,


retail and wholesale activities.

EBOS GROUP LIMITED

Healthcare Segment

Sale of healthcare products in a

range of sectors, own brands,


retail healthcare, pharmacy

services and wholesale activities.

20192020

Healthcare

95%

$8,340,428

94%


$6,548,316

5%


$425,112

Animal Care

6%

$382,044

Animal CareHealthcare

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A2. Segment information continued

EBITDA (A$’000)

Net profit/(loss) after tax for the year attributable to owners of the Company (A$’000)

Associate information:

2020

A$’000

2019

A$’000

Included in the segment results above is income from associates:

Animal Care2,6613,573

Healthcare694630

Total income from associates3,3554,203

$290,408

(b) Segment revenues and results continued

The following is an analysis of other financial information by reportable segment:

(c) Geographical information

EBOS operates in two principal geographical areas: New Zealand and Australia.

EBOS’ revenue from external customers by geographical location and information about its segment assets

(non-current assets), excluding investments in associates and deferred tax assets, are detailed below:

HealthcareAnimal CareCorporate

2020

A$’000

2019

A$’000

2020

A$’000

2019

A$’000

2020

A$’000

2019

A$’000

Depreciation of property, plant and

equipment (18,724) (15,698) (799) (740) - -

Depreciation on right of use assets (31,012) - (5,193) - (1,142) -

Amortisation of finite life intangibles (14,416) (13,464) (1,860) (2,159) - -

Net finance costs - - - - (30,396) (25,334)

Tax (expense)/benefit (64,769) (54,628) (13,864) (12,327) 10,092 10,667

AustraliaNew ZealandGroup

2020

A$’000

2019

A$’000

2020

A$’000

2019

A$’000

2020

A$’000

2019

A$’000

Continuing operations

Revenue from external customers 7,04 5,396 5,345,133 1,720,144 1,585,227 8,765,540 6,930,360

Non-current assets

1,194,822 1,014,531 354,416 294,029 1,549,238 1,308,560

(d) Information about major customers

No revenues from transactions that are with a single customer amount to 10% or more of EBOS’ revenues (2019: Nil).

Recognition and measurement

The reportable segments of EBOS have been identified in accordance with NZ IFRS 8 ‘

Operating Segments’.

The Group’s operating segments are identified on the basis of internal reports about components of the Group that

are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to

assess its performance.

The accounting policies of EBOS have been consistently applied to the operating segments. Profit before

depreciation, amortisation, net finance costs and tax expense (EBITDA) is the measure reported to the chief

operating decision-maker for the purposes of resource allocation and assessment of segment performance.

Assets are not allocated to operating segments as they are not reported to the chief operating decision-maker at

a segment level.

A2. Segment information continued

(b) Segment revenues and results continued

Healthcare

$215,949

$57,658

($14,467)

$48,271

($13,810)

Animal CareCorporate

20192020

Healthcare

$162,489

$35,942

($35,913)

$133,132

$33,045

($28,477)

Animal CareCorporate

20192020

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A3. Taxation

(a) Tax expense recognised in Consolidated Income Statement

The tax rates used are principally the corporate tax rates of 28% (2019: 28%) payable by New Zealand and 30% (2019: 30%)

payable by Australian corporate entities on taxable profits under tax law in each jurisdiction.

2020

A$’000

2019

A$’000

Tax expense comprises:

Current tax expense:

Current year 72,459 55,602

Adjustments for prior years (665) (2,375)

71,794 53,227

Deferred tax (credit)/expense:

Current year(3,181) 1,086

Adjustments for prior years (72) 1,975

(3, 253) 3,061

Total tax expense

68,541 56,288

The prima facie income tax expense on pre-tax accounting profit from operations

reconciles to the income tax expense in the financial statements as follows:

Profit before tax expense230,057 193,015

Tax expense calculated at 28% (2019: 28%)64,416 54,044

Non-deductible expenses2,635 872

Effect of different tax rates of subsidiaries operating in

overseas jurisdictions 3,953 3,001

(Over) provision of tax expense in prior years(737)(400)

Other adjustments(1,726)(1,229)

Total tax expense

68,541 56,288

A3. Taxation continued

(b) Deferred tax assets and liabilities

Taxable and deductible temporary differences arise from the following:

2020

A$’000

2019

A$’000

Gross deferred tax liabilities:

Property, plant and equipment(6,169) (7,425)

Other payables (1,074) (911)

Other financial assets – derivatives (73) (142)

Right of use assets (66,488) -

Intangible assets (55,021) (48,852)

(128,825) (57,330)

Gross deferred tax assets:

Property, plant and equipment 13,611 12,553

Other payables 34,461 31,998

Other financial assets – derivatives 3,775 2,843

Lease liabilities 68,596 -

Intangible assets 9,597 6,583

Tax losses carried forward 999 371

131,039 54,348

(c) Imputation credit account balances

2020

A$’000

2019

A$’000

Imputation credit account balances

Imputation credits available directly and indirectly to

shareholders of the parent company7, 5317, 573

Imputation credits allow EBOS to pass on to its shareholders the benefit of the New Zealand income tax it has paid by

attaching imputation credits to the dividends it distributes, reducing shareholders’ net tax obligations.

Recognition and measurement

Income tax expense is the income tax assessed on taxable profit for the year.

Taxable profit differs from profit before tax reported in the Consolidated Income Statement as it excludes items of

income and expense that are taxable or deductible in other years (temporary differences) and also excludes items

that will never be taxable or deductible (permanent differences).

Income tax expense components are current income tax and deferred tax.

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A3. Taxation continued

Deferred tax is income tax that is expected to be payable or recoverable in the future as a result of the unwinding of

temporary differences. These arise from differences in the recognition of assets and liabilities for financial reporting

and for the filing of income tax returns.

Deferred tax is recognised on all temporary differences, other than those arising:

• from goodwill;

• from the initial recognition of assets and liabilities in a transaction (other than in a business combination)

that affects neither the accounting nor taxable profit or loss; and

• investments in associates and subsidiaries where EBOS is able to control the reversal of the temporary differences

and such differences are not expected to reverse in the foreseeable future.

Deferred tax is calculated at the tax rates that are expected to apply to the year when a liability is settled or an asset

realised, based on tax rates and tax laws that have been enacted or substantively enacted at balance date.

A deferred tax asset is recognised to the extent it is probable that future taxable profits will be available to use the

asset. This is reviewed at each balance date and reduced to the extent that it is no longer probable that sufficient

taxable profits will be available in the future to utilise the deferred tax asset.

A4. Earnings per share

Basic earnings

per share

Diluted earnings

per share

2020

A$’000

2019

A$’000

2020

A$’000

2019

A$’000

Earnings used in the calculation of

total earnings per shareA$’000 162,518 137,700 162,518 137,700

Weighted average number of ordinary shares for

the purposes of calculating earnings per share

No.

(000’s)161,557 153,320 161,557 153,320

Earnings per shareCents100.6 89.8 100.6 89.8

Basic earnings per share is calculated by dividing the profit attributable to the shareholders of the company by the

weighted average number of ordinary shares on issue during the year excluding shares held as treasury stock.

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

B1. Goodwill and intangibles

(a) Goodwill

2020

A$’000

2019

A$’000

Gross carrying amount

Balance at beginning of financial year 947,055 893,796

Recognised from business acquisition during the year 27,706 43,749

Adjustment due to finalisation of acquisition in the prior year - 650

Effects of foreign currency exchange differences (5,138) 8,860

Net book value

969,623 947,055

Recognition and measurement

Goodwill arising on the acquisition of a subsidiary is recognised as an asset at the date that control is acquired

(the acquisition date). Goodwill is measured as the excess of the sum of the consideration transferred, the amount

of any non-controlling interest in the acquiree, and the fair value of the acquirer’s previously-held equity interest

(if any) in the acquiree over the fair value of the identifiable net assets recognised.

Goodwill is not amortised, but is reviewed for impairment at least annually. For the purpose of impairment testing,

goodwill is allocated to each of EBOS’ CGUs or groups of CGUs expected to benefit from the synergies of the

combination.

CGUs to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an

indication that the unit may be impaired. The recoverable amount is the higher of fair value less cost to sell and value

in use. If the recoverable amount of the CGU is less than its carrying amount, the impairment loss is first allocated

to reduce the carrying amount of any goodwill and then to the other assets of the unit on a pro-rata basis.

Any impairment loss on goodwill is recognised immediately in profit or loss and is not subsequently reversed.

Section Overview

This section identifies the balances and transactions to which key judgements have been made by EBOS in the

preparation of these financial statements. Key judgements have been made in regards to the estimates for future

cash flows for goodwill and indefinite life intangibles impairment assessment purposes, and the identification of

intangible assets and recognition of goodwill for business acquisitions.

SECTION B: KEY JUDGEMENTS MADE

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B1. Goodwill and intangibles continued

(b) Indefinite life intangibles

TerryWhite

Chemmart

Brands

A$’000

Other

Healthcare

Brands

A$’000

Franchise

Network

A$’000

Animal

Care

Brands

A$’000

Healthcare

Trademarks

A$’000

To tal

A$’000

Gross carrying amount

Balance at 1 July 201836,550 33,419 10,954 24,967 15,827 121,717

Acquisitions through business combinations - - - - - -

Effects of foreign currency exchange

differences - 961 - 248 656 1,865

Balance at 30 June 2019

36,550 34,380 10,954 25,215 16,483 123,582

Effects of foreign currency exchange

differences - (557) - (144) (381) (1,082)

Balance at 30 June 2020 36,550 33,823 10,954 25,071 16,102 122,500

Recognition and measurement

Indefinite life intangible assets represent purchased brands, trademarks and a franchise network asset that are

initially recognised at fair value. These intangible assets are tested annually for impairment on the same basis as for

goodwill.

Judgement: useful lives of indefinite life intangible assets

The Directors have assessed these brands, trademarks and a franchise network asset as having an indefinite useful

life. In coming to this conclusion, the expected expansion of these assets across other products and markets,

the typical product life cycle of these assets, the stability of the industry in which the assets are operating, the level

of maintenance expenditure required and the period of legal control over these assets has been considered.

B1. Goodwill and intangibles continued

(c) Cash-generating units

The carrying amount of goodwill and indefinite life intangibles allocated to CGUs or groups of CGUs is as follows:

GoodwillIndefinite life intangibles

2020

A$’000

2019

A$’000

2020

A$’000

2019

A$’000

Healthcare Australia

1

642,710 624,914 12,689 12,746

Healthcare New Zealand

2

68,295 69,911 21,146 21,646

Healthcare: Pharmacy/Logistics NZ

3

88,769 90,870 16,102 16,483

Healthcare: TerryWhite Group

4

20,306 10,999 47,492 47,492

Animal Care

5

149,543 150,361 25,071 25,215

969,623 947,055 122,500 123,582

1

Australian Consumer, Hospital, Pharmacy, Primary Healthcare sectors.

2

New Zealand Consumer, Hospital, Primary Healthcare, Aged Care and International Product Supplies.

3

New Zealand Pharmacy Wholesaler and Logistic Services.

4

Australia – TerryWhite Group.

5

New Zealand and Australia Animal Care.

For the year ended 30 June 2020, the Directors have determined that there is no impairment of any of the CGUs containing

goodwill, brands, trademarks or the franchise network asset (2019: Nil).

Key judgement: impairment assessment assumption

The recoverable amounts of cash generating units is determined on the basis of value in use calculations.

The recoverable amount calculations are most sensitive to changes in the following assumptions:

Revenue

Estimated by management based on revenue achieved in the period immediately before the

start of the assessment period and adjusted each year for any anticipated growth.

Operating costs

Estimated by management based on current trends at the start of the assessment period and

adjusted for expected changes in the business or sector in which the business operates.

Discount rates

Estimated by management based on a current market assessment of the time value of money,

cost of capital and risks specific to the asset to which the cash flows generated by that asset

are being assessed.

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B1. Goodwill and intangibles continued

(c) Cash-generating units continued

2020 2019

Goodwill

Annual revenue growth rates2.5% - 6.3%2.5% - 7.0%

Allowance for increases in expenses2.2% - 6.0%1.8% - 5.8%

Pre-tax discount rates12.5% - 13.8%12.3% - 13.8%

Terminal growth rate 2.5%2.5%

Key estimate: value-in-use calculation

The value-in-use calculation uses cash flow projections based on financial forecasts, approved by the Board and

management covering a five year period, including terminal value, and managements past experience. The following

estimates were used in the value-in-use calculation:

Key estimate: value-in-use calculation

The fair value of indefinite life intangibles has been calculated using the relief from royalty method. The following

estimates were used:

Management has carried out a sensitivity analysis and believe that any reasonably possible change in the key

assumptions would not cause the book value of any of the CGUs, or groups of CGUs, to exceed their recoverable amount.

Indefinite life intangibles

Annual revenue growth rates3.0% - 6.9%2.5% - 7.0%

Allowance for increases in expenses2.2% - 6.0%1.8% - 5.6%

Royalty rate3.0% - 11.8%3.0% - 11.8%

Pre-tax discount rates13.3% - 20.8%13.3% - 20.8%

Terminal growth rate 2.5%2.5%

B1. Goodwill and intangibles continued

(d) Finite life intangibles

Other

A$’000

Customer

relationships/

contracts

A$’000

To tal

A$’000

Gross carrying amount19,063 106,874 125,937

Accumulated amortisation and impairment (13,949) (65,419) (79,368)

Balance at 30 June 2019

5,114 41,455 46,569

Gross carrying amount 31,959 106,874 138,833

Accumulated amortisation and impairment (16,421) (78,620) (95,041)

Balance at 30 June 2020

15,538 28,254 43,792

Aggregate amortisation recognised as an expense during the year:

2020

A$’000

2019

A$’000

Customer relationships and contracts13,201 12,238

Other 3,075 3,385

16,276 15,623

Recognition and measurement

Finite life intangible assets are recorded at cost less accumulated amortisation. Amortisation is charged on a

straight line basis over their estimated useful life.

Judgement: useful lives of finite life intangible assets

In determining the estimated useful life of finite life intangible assets (of a period of between one to 12 years)

the following characteristics have been assessed: (i) expected expansion of the usage of the assets, (ii) the typical

product life cycle of these assets, (iii) the stability of the industry in which the assets are operating, and (iv) the level

of maintenance expenditure required. The estimated useful life and amortisation period is reviewed at the end of

each annual reporting period.

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B1. Goodwill and intangibles continued

(e) Goodwill and intangibles accounting policies

Accounting policies

At each balance sheet date, EBOS reviews the carrying amounts of its non-current assets to determine whether there

is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable

amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does

not generate cash flows that are independent from other assets, EBOS estimates the recoverable amount of the CGU to

which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated

future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market

assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows

have not been adjusted.

If the recoverable amount of an asset (CGU) is estimated to be less than its carrying amount, the carrying amount of

the asset (CGU) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately.

Where an impairment loss subsequently reverses, other than for Goodwill, the carrying amount of the asset (CGU) is

increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount

does not exceed the carrying amount that would have been determined had no impairment loss been recognised for

the asset (CGU) in prior years. A reversal of an impairment loss is recognised as income immediately. Impairment losses

cannot be reversed for goodwill.

B2. Acquisition information

The following material acquisitions of subsidiaries took place during the year:

Name of business acquiredPrincipal activities

Date of

acquisition

Cost of

acquisition

A$’000

2020:

100% of the business assets of LMT Surgical Pty Ltd

and National Surgical Pty Ltd (LMT Group)HealthcareSeptember 201929,080

B2. Acquisition information continued

Carrying value

A$’000

Fair value

adjustment

A$’000

Fair value on

acquisition

A$’000

Current assets

Trade and other receivables4,265 (255)

1

4,010

Prepayments 746 - 746

Inventories 14,070 (1,371)

2

12,699

Current tax refundable 138 - 138

Non-current assets

Property, plant and equipment2,684 (703)

3

1,981

Deferred tax assets 263 795

4

1,058

Right of use assets 4,077 - 4,077

Current liabilities

Bank overdraft(1,352) - (1,352)

Trade and other payables (6,960) (323)

5

(7, 283)

Lease liabilities(4, 2 19) - (4, 2 19)

Current tax payable(82) - (82)

Employee benefits(1,390) - (1,390)

Non-current liabilities

Bank loans (996) - (996)

Deferred tax liabilities (17) - (17)

Net assets acquired 11,227 (1,857) 9,370

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Judgements made:

1.

To recognise the fair value of trade and other receivables on acquisition.

2.

To recognise the fair value of inventories on acquisition.

3.

To recognise the fair value of property, plant and equipment on acquisition.

4.

To recognise deferred tax assets on acquisition.

5.

To recognise the fair value of trade and other payables on acquisition.

Recognition and measurement

Acquisition of subsidiaries and businesses are accounted for using the acquisition method.

The cost of acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities

incurred or assumed, and equity instruments issued by EBOS in exchange for control of the acquiree. Acquisition-related

costs are recognised in profit or loss as incurred.

Where applicable, the cost of acquisition includes any asset or liability resulting from a contingent consideration

arrangement, measured at its acquisition date fair value. Subsequent changes in such fair values are adjusted against

the cost of acquisition where they qualify as measurement period adjustments. All other subsequent changes in the fair

value of contingent consideration classified as an asset or liability are accounted for in accordance with relevant NZ

IFRSs. Changes in the fair value of contingent consideration classified as equity are not recognised.

Goodwill arising on acquisition

Goodwill arose on the acquisition of the LMT Group because the cost of acquisition included a control premium paid. In addition,

goodwill resulted from the consideration paid for the benefit of future expected cash flows above the current fair value of

the assets acquired and the expected synergies and future market benefits expected to be obtained. These benefits are not

recognised separately from goodwill as the expected future economic benefits arising cannot be reliably measured and they do

not meet the definition of identifiable intangible assets.

The LMT Group was acquired as it is a profitable Australasian medical device business which the Group believes fits strategically

with its Australasian healthcare business assets.

Impact of the acquisition on the results of the Group for the period ended 30 June 2020

The LMT Group contributed $1,124,000 to the Group profit for the period. Group revenue for the period includes $26,442,000 in

respect of the LMT Group. Had the LMT Group acquisition been effective at 1 July 2019, the revenue of the Group from continuing

operations would have been $8,774,944,000 and the profit for the period would have been $161,640,000.

Carrying value

A$’000

Fair value

adjustment

A$’000

Fair value on

acquisition

A$’000

Goodwill on acquisition 19,710

Total consideration 29,080

Plus bank overdraft acquired 1,352

Deferred purchase consideration (3,500)

Net cash outflow from acquisition26,932

B2. Acquisition information continuedB2. Acquisition information continued

Impact on the Consolidated Cash Flow Statement of all acquisitions during the year:

2020

A$’000

2019

A$’000

Subsidiaries acquired

Consideration

Cash and cash equivalents39,516 48,364

Deferred purchase consideration (2,073) 4,347

Total consideration 37,4 43 52,711

Represented by

Net assets acquired9,737 8,312

Goodwill on acquisition 27,706 44,399

Total consideration 37,4 43 52,711

Net cash outflow on acquisition of subsidiaries and non-controlling interests

Cash and cash equivalents consideration39,516 48,364

Non-controlling interest - 46,678

Less cash and cash equivalents acquired - (1,597)

Plus bank overdraft acquired 1,352 -

Net cash consideration paid 40,868 93,445

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C1. Trade and other receivables

2020

A$’000

2019

A$’000

Trade receivables (i) 997,4 50 879,551

Other receivables 37,940 32,050

Allowance for expected credit losses (ii) (12,803) (13,805)

1,022,587 897,796

Recognition and measurement

Trade receivables are measured on initial recognition at fair value and are subsequently carried at amortised cost.

They are presented as current assets unless collection is not expected for more than 12 months after the reporting date.

The Group writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty

and there is no realistic prospect of recovery.

The Directors believe that the carrying amount of trade and other receivables approximates their fair value.

(i) Trade receivables are non-interest bearing. Interest may be charged on outstanding overdue balances in accordance with the

terms and conditions under which goods are supplied. Trade debtors generally have terms of 30 days.

(ii) Provision for expected credit losses

Section Overview

This section provides further analysis on the significant operating assets and liabilities of EBOS. These balances

comprise the material net working capital balances used by EBOS to run its day to day operating activities.

SECTION C: OPERATING ASSETS AND LIABILITIES USED BY EBOS


Not due

A$’000

30–60

days

A$’000

60–90

days

A$’000

90+

days

A$’000


To tal

A$’000

Trade receivables – total 953,573 31,541 5,128 7, 208 997,4 50

Provision for expected credit losses – total (654) (3,865) (2,963) (5,321) (12,803)

C1. Trade and other receivables continued

Recognition and measurement

The Group recognises a loss allowance for expected credit losses (‘ECL’) on trade receivables. The amount of ECLs

is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial

instrument.

The Group measures the provision for ECL using the simplified approach to measuring ECL, which uses a lifetime

expected loss allowance for all trade receivables. The Group determines lifetime ECLs for groups of trade receivables

with shared credit risk characteristics. Groupings are based on customer, trading terms and ageing.

An ECL rate is determined based on the historic credit loss rates for the Group, adjusted for other current observable

data that may materially impact the Group’s future credit risk. This other observable data includes specific factors in

relation to each debtor or general economic conditions of the industry in which the debtors operate.

Irrespective of the above analysis, the Group considers that default has occurred when a financial asset is more than

90 days past due unless the Group has reasonable basis that a more lagging default criterion is more appropriate.

C2. Inventories

2020

A$’000

2019

A$’000

Raw materials – at cost2,459 1,746

Finished goods – at cost 735,240 721,771

737,699 723,517

Recognition and measurement

Inventories consist of raw materials (for the manufacturing operations of EBOS) and finished goods.

Inventories are recognised at the lower of cost, determined on a weighted average basis, and net realisable value.

Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been

incurred in bringing the inventories to their present location and condition. Net realisable value represents the

estimated selling price in the ordinary course of business, less all estimated costs of completion and costs to be

incurred in marketing, selling and distribution.

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C3. Trade and other payables

2020

A$’000

2019

A$’000

Current

Trade payables 1,296,851 1,190,599

Other payables 112,485 91,069

Deferred purchase consideration 4,578 6,651

1,413,914 1,288,319

Non-current

Other payables3,988 13,941

3,988 13,941

Recognition and measurement

Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs.

Trade and other payables, are initially measured at fair value and subsequently measured at amortised cost,

using the effective interest method.

The Directors consider that the carrying amount of trade payables approximates to their fair value.

Trade payables are unsecured and are generally settled within the month following the invoice date.

Reconciliation of the carrying amount from the beginning to the end of the year (A$’000)

D1. Property, plant and equipment

Freehold

land

A$’000

Buildings

A$’000

Leasehold

improvements

A$’000

Plant and

equipment

A$’000

Office equipment,

furniture and fittings

A$’000

To tal

A$’000

Cost 28,690 40,385 34,900 100,063 28,025 232,063

Accumulated depreciation - (6,660) (9,867) (29,263) (11,810) (57,600)

Balance at 30 June 2019

28,690 33,725 25,033 70,800 16,215 174,463

Cost28,649 42,437 38,421 104,287 31,985 245,779

Accumulated depreciation - (7, 8 82) (12, 204) (36,360) (15,629) (72,075)

Balance at 30 June 2020

28,649 34,555 26,217 67,927 16,356 173,704

Section Overview

This section explains what capital assets, such as property, plant and equipment, that EBOS uses to operate

its business activities. This section also describes the material movements in capital assets during the year.

SECTION D: CAPITAL ASSETS USED BY EBOS TO OPERATE OUR BUSINESS

Opening

balance

250,000

200,000

150,000

100,000

50,000

-

Additions/

transfers from

WIP

AcquisitionsDisposalsDepreciationForexClosing

Balance

$17,414

($458)

($19,523)($388)

$2,196

$174,463

$173,704

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Recognition and measurement

Property, plant and equipment is initially recorded at cost. Cost includes the original purchase consideration and

those costs directly attributable to bringing the item of property, plant and equipment to the location and condition

for its intended use. After recognition as an asset, property, plant and equipment is carried at cost less accumulated

depreciation and impairment losses.

Depreciation of property, plant and equipment assets, other than freehold land, is calculated on a straight-line basis.

This allocates the cost or fair value amount of an asset, less any residual value, over its estimated useful life.

Judgements and estimates – useful lives

EBOS estimates the remaining useful life of assets as follows:

• Buildings: 20 to 50 years.

• Leasehold improvements: two to 15 years.

• Plant and equipment: two to 20 years.

• Office equipment, furniture and fittings: two to 10 years.

The residual value and useful lives are reviewed and if appropriate, adjusted at each reporting date.

D2. Capital work in progress

2020

A$’000

2019

A$’000

Capital work in progress5,7836,508

5,7836,508

Capital work in progress relates to buildings under construction and software development. The additional cost to complete the

projects is estimated at $4,492,000 (2019: $6,317,000).

D1. Property, plant and equipment continued

Capital management

EBOS manages its capital, meaning total shareholders’ funds, to provide appropriate returns to shareholders whilst

maintaining a capital structure that safeguards its ability to remain a going concern and optimises the cost of capital.

Recognition and measurement

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting

all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received, net of direct

issue costs.

E1. Share capital

2020

No.

000’s

2020

To tal

A$’000

2019

No.

000’s

2019

To tal

A$’000

Fully paid ordinary shares

Balance at beginning of financial year 161,708 931,811 152,539 763,636

Dividend reinvested – October 415 9,301 - -

Dividend reinvested – April 724 13,731 286 5,719

Issue of shares to staff under employee share plan17 358 - -

Employee share issue costs - (68) - -

Institutional placement – May 2019 - - 8,883 165,493

Institutional placement costs - - - (3,037)

Shares vested under the long term executive

incentive scheme (Note H4)- 6,353 - -

162,864 961,486 161,708 931,811

2020

No.

000’s

2019

No.

000’s

Treasury stock

Opening stock1,2251,225

Share scheme – shares fully vested(600)-

Share scheme – shares forfeited(40)-

5851,225

Section Overview

This section explains how EBOS funds its operations and shows the sources of other available facilities that it

may call upon if required to fund its operational or future investing activities.

SECTION E: HOW WE FUND THE BUSINESS

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E2. Dividends

Recognition and measurement

Dividends are approved by the Board in New Zealand dollars. Dividends recognised in the Statement of Changes in

Equity are converted from New Zealand dollars to Australian dollars at the exchange rate applicable on the date the

dividend was approved.

Unrecognised dividends are converted at the exchange rate applicable on the reporting date.

20202019

A$ Cents

per share

To tal

A$’000

A$ Cents

per share

To tal

A$’000

Recognised amounts

Fully paid ordinary shares:

Final – prior year35.0 56,378 32.4 49,057

Interim – current year 35.9 57,763 33.2 50,279

Dividends per share 70.9 114,141 65.6 99,336

Unrecognised amounts

Final dividend37.460,84635.457, 205

2020

NZ$ Cents

per share

2019

NZ$ Cents

per share

Recognised amounts

Fully paid ordinary shares:

Final – prior year37.035.5

Interim – current year37.534.5

Dividends per share 74.570.0

Unrecognised amounts

Final dividend40.037.0

Subsequent event

A dividend of NZ 40.0 cents per share was declared on 19 August 2020 with the dividend being payable on

9 October 2020. The anticipated cash impact of the dividend is approximately $51.7m (2019: $50.6m).

The following table shows dividends approved in New Zealand dollars:

New Zealand dollar dividends paid to equity holders of the parent are translated into Australian dollars and disclosed in the cash

flow statement at the foreign currency exchange rate applicable on the date they are paid.

E3. Borrowings

2020

A$’000

2019

A$’000

Current

Bank loans – securitisation facility (i)179,408168,307

Bank loans (ii)67, 513-

246,921168,307

Non-current

Bank loans (ii)324,916364,038

(i) EBOS, through a subsidiary company, has a trade debtor securitisation facility of $400.0m (2019: $400.0m)

of which $220.6m was unutilised at 30 June 2020 (2019: $231.7m). The securitisation facility involves providing security

over the future cash flows of specific trade receivables, which meet certain criteria, in return for cash finance on a

contracted percentage of the security provided. As recourse, in the event of default by a trade debtor, remains with

EBOS, the trade receivables provided as security and the funding provided are recognised on the EBOS Consolidated

Balance Sheet.

At 30 June 2020, the value of trade receivables provided as security under this securitisation facility was $226.9m

(2019: $212.5m). The net cash flows associated with the securitisation program are disclosed in the Consolidated Cash

Flow Statement as cash flows from financing activities.

(ii) EBOS has gross bank term loan facilities of $692.7m (2019: $635m), of which $300.3m was unutilised at 30 June 2020

(2019: $270.9m). In March 2020, the Group refinanced approximately $200m of bank term loans and working capital

facilities. The facility limit was increased to $250m and the maturity date was extended to March 2023.

EBOS is in full compliance with its debt facility financial covenants. All bank loans, excluding the securitisation facility,

are secured by a charge over the assets of EBOS.

Recognition and measurement

All loans and borrowings are initially recognised at cost, being the fair value of the consideration received plus issue

costs associated with the borrowing. After initial recognition, these loans and borrowings are subsequently measured

at amortised cost using the effective interest method which allocates the cost through the expected life of the loan or

borrowing. The fair value of non-current borrowings is approximately equal to their carrying amount.

Bank loans are classified as current liabilities unless EBOS has an unconditional right to defer settlement of the liability

for at least 12 months after the balance sheet date.

Subsequent event

Subsequent to 30 June 2020, the Group extended the $400m trade debtor securitisation facility for a further three

years. The maturity date of the facility is now August 2023.

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2020

A$’000

2019

A$’000

Bank overdraft facility, reviewed annually and payable at call:

Amount unused1,3681,395

1,3681,395

Bank loan facilities with various maturity dates through to May 2023

(2019: May 2023)

Amount used 571,838 532,345

Amount unused 520,909 510,293

1,092,747 1,042,638

E4. Borrowings facilities maturity profile

As at 30 June 2020, EBOS had unrestricted access to the following lines of available credit:

FacilityA$millionsMaturity

Term debt facilities ($AUD)$58.0< 1 year

Term debt facilities ($NZD)$41.8< 1 year

Term debt facilities ($AUD)$50.01–2 years

Term debt facilities ($AUD/$NZD)$542.92–3 years

Securitisation facility ($AUD) (i)$400.0< 1 year

Less than

1 year

A$’000

1–2 years

A$’000

2–3 years

A$’000

3–4 years

A$’000

4–5 years

A$’000

5+ years

A$’000

To tal

A$’000

Bank loans

2020 255,819 39,622 293,091 - - - 588,532

2019 16,445 213,821 84,687 261,833 - - 576,786

(i) Subsequent to balance date this facility was extended to August 2023 – refer note E3.

The following table shows the remaining contractual maturity for EBOS’ borrowings at balance date. The table includes both

interest and principal (undiscounted) cash flows, with total bank loans of $571.8m (2019: $532.3m):

Financing activities

E5. Operating cash flows

Reconciliation of profit for the year with cash from operating activities:

For the financial year ended 30 June 2020

2020

A$’000

2019

A$’000

Profit for the year

161,516 136,727

Add/(less) non-cash items:

Depreciation of property, plant and equipment 19,523 16,438

Depreciation on right of use assets 37,347 -

(Gain)/loss on sale of property, plant and equipment 88 (2,267)

Amortisation of finite life intangible assets 16,276 15,623

Share of profit from associates, net of dividends received (3,355) (4, 203)

Expense recognised in respect of share-based payments 2,664 1,793

Deferred tax (3, 253) 3,061

69,290 30,445

Movement in working capital:

Trade and other receivables (124,791) 19,065

Prepayments (2,558) (1,212)

Inventories (14,182) (188,435)

Current tax refundable/payable 2,528 1,428

Trade and other payables 115,642 118,648

Employee benefits 2,655 749

Foreign currency translation of working capital balances 210 (1,201)

(20,496) (50,958)

Balances classified as investing activities10,092 (2,951)

Working capital items acquired 8,790 5,280

Net cash inflow from operating activities 229,192 118,543

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Accounting policies

Cash and cash equivalents comprise cash on hand and deposits readily convertible to cash and which are not subject

to a significant risk of change in value.

The Consolidated Cash Flow Statement is prepared exclusive of Goods and Services Tax (GST), which is consistent

with the method used in the Consolidated Income Statement.

• Operating activities include all transactions and other events that are not investing or financing activities.

• Investing activities are those activities relating to the acquisition and disposal of current and non-current

investments and any other non-current assets.

• Financing activities are those activities relating to changes in the equity and debt capital structure of the Group and

those activities relating to the cost of servicing EBOS’ equity capital.

Reconciliation of debt:

1 July 2019

A$’000

Net borrowings

A$’000

Borrowings

acquired

A$’000

Foreign currency

movement

A$’000

30 June 2020

A$’000

Bank loans 532,345 39,394 996 (898) 571,837

1 July 2018

A$’000

Net (repayments)

A$’000

Borrowings

acquired

A$’000

Foreign currency

movement

A$’000

30 June 2019

A$’000

Bank loans 582,270 (51,878) - 1,953 532,345

E5. Operating cash flows continued

F1. Subsidiaries

The following entities comprise the significant trading and holding companies of the Group:

Parent and head entity: EBOS Group Limited

Ownership Interests

and Voting Rights

Subsidiaries (all balance dates 30 June unless otherwise noted)

Country of

Incorporation20202019

Pet Care Holdings Australia Pty LtdAustralia100%100%

EBOS Group Australia Pty LtdAustralia100%100%

EBOS Health & Science Pty LtdAustralia100%100%

PRNZ LimitedNew Zealand100%100%

Pharmacy Retailing NZ LimitedNew Zealand100%100%

Pet Care Distributors Pty LimitedAustralia100%100%

Masterpet Corporation LimitedNew Zealand100%100%

Masterpet Australia Pty LtdAustralia100%100%

Botany Bay Imports and Exports Pty LtdAustralia100%100%

Aristopet Pty Ltd Australia100%100%

EAHPL Pty LimitedAustralia100%100%

ZHHA Pty LtdAustralia100%100%

ZAP Services Pty LtdAustralia100%100%

Symbion Pty LtdAustralia100%100%

Intellipharm Pty LtdAustralia100%100%

Clinect Pty LtdAustralia100%100%

Lyppard Australia Pty LtdAustralia100%100%

DoseAid Pty LtdAustralia100%100%

Symbion Trade Receivables Trust

1

Australia100%100%

Blackhawk Premium Pet Care Pty LtdAustralia100%100%

Endeavour Consumer Health LimitedNew Zealand100%100%

Nexus Australasia Pty LtdAustralia100%100%

EBOS PH Pty LtdAustralia100%100%

Section Overview

This section provides information to assist in understanding the Group’s legal structure and how it affects the

financial position and performance of the Group. Details of businesses acquired are presented in Section B.

SECTION F: EBOS GROUP STRUCTURE

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F2. Investment in associates

Name of associate companyPrincipal activities

Date of

acquisition

Proportion

of shares

and voting

rights

acquired

Cost of

acquisition

A$’000

Animates NZ Holdings LimitedAnimal Care suppliesDecember 201150%17,353

Good Price Pharmacy Franchising Pty LimitedHealthcare suppliesOctober 201444.18%7, 286

Good Price Pharmacy Management Pty LimitedHealthcare suppliesOctober 201444.18%7, 286

The reporting date for Animates NZ Holdings Limited is 30 June. Animates NZ Holdings Limited is incorporated in

New Zealand.

Although the company holds 50% of the shares and voting power in Animates NZ Holdings Limited this entity is not

deemed to be a subsidiary as the other 50% is held by a single shareholder, therefore EBOS is unable to exercise control

over this entity.

The reporting date for Good Price Pharmacy Franchising Pty Limited and Good Price Pharmacy Management Pty Limited

is 30 June. They are incorporated in Australia.

The Group acquired a further 18.41% of shares and voting rights in Good Price Pharmacy Franchising Pty Limited and

Good Price Pharmacy Management Pty in April 2020 taking the proportion of shares held from 25.77% to 44.18%.

Ownership Interests

and Voting Rights

Subsidiaries (all balance dates 30 June unless otherwise noted)

Country of

Incorporation20202019

TerryWhite Group Pty LtdAustralia100%100%

Chemmart Holdings Pty LtdAustralia100%100%

TW&CM Pty LtdAustralia100%100%

TWC IP Pty LtdAustralia100%100%

PBA Wholesale Pty LtdAustralia100%100%

VIM Health Pty LtdAustralia100%100%

PBA Finance No. 1 Pty LtdAustralia100%100%

PBA Finance No 2 Pty LtdAustralia100%100%

Chem Plus Pty LtdAustralia100%100%

Pharmacy Brands Australia Pty LtdAustralia100%100%

VIM Health IP Pty LtdAustralia100%100%

Tony Ferguson Weight Management Pty LtdAustralia100%100%

Lite Living Pty LtdAustralia100%100%

Alchemy Holdings Pty LtdAustralia100%100%

Alchemy Sub-Holdings Pty LtdAustralia100%100%

HPS Holdings Group (Aust) Pty LtdAustralia100%100%

HPS Hospitals Pty LtdAustralia100%100%

HPS Corrections Pty LtdAustralia100%100%

HPS Services Pty LtdAustralia100%100%

Hospharm Pty LtdAustralia100%100%

HPS IVF Pty LtdAustralia100%100%

HPS Finance Pty LtdAustralia100%100%

HPS Brands Pty LtdAustralia100%100%

Endeavour CH Pty LtdAustralia100%100%

Ventura Health Pty LtdAustralia100%100%

You Save Management Pty LtdAustralia100%100%

Mega Save Management Pty LtdAustralia100%100%

Cincotta Holding Company Pty LtdAustralia100%100%

CC Pharmacy Investments Pty LtdAustralia100%100%

CC Pharmacy Promotions Pty LtdAustralia100%100%

CC Pharmacy Management Pty LtdAustralia100%100%

Ownership Interests

and Voting Rights

Subsidiaries (all balance dates 30 June unless otherwise noted)

Country of

Incorporation20202019

Shanghai EBOS Business Co. LtdChina100%100%

ACN 618 208 969 Pty LtdAustralia100%100%

Warner and Webster Pty LtdAustralia100%100%

W & W Management Services PLAustralia100%100%

EBOS Medical Devices NZ LimitedNew Zealand100%-

EBOS Medical Devices Australia Pty LtdAustralia100%-

LMT Surgical Pty LtdAustralia100%-

National Surgical Pty LtdAustralia100%-

Healthcare Supply Partners Pty LtdAustralia100%-

1

The balance date of all subsidiaries is 30 June aside from the Symbion Trade Receivables Trust which has a balance date of 31 December. The results of the Symbion

Trade Receivables Trust (‘the Trust’) have been included in the Group results for the year to 30 June 2020. The Trust is consolidated as EBOS has the exposure,

or rights, to variable returns from its involvement with the Trust and the Group considers that it has existing rights that give it the current ability to direct the relevant

activities of the Trust.

F1. Subsidiaries continuedF1. Subsidiaries continued

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F2. Investment in associates continued

The summary financial information in respect of the Group’s associates is set out below:

2020

A$’000

2019

A$’000

Statement of Financial Position

To tal as s e t s 88,450 71,983

Total liabilities (41,314) (31,643)

Net assets 47,136 40,340

Group’s share of net assets 23,267 19,599

Income Statement

Total revenue131,730 129,464

Total profit for the year 7,7 19 9,563

Group’s share of profits of associates 3,355 4,203

Movement in the carrying amount of the Group’s investment in associates:

Balance at the beginning of the financial year41,074 37,009

New investments 3,694 -

Share of profits of associates 3,355 4,203

Share of dividends (630) (1,394)

Net foreign currency exchange differences (814) 1,256

Balance at the end of the financial year 46,679 41,074

Goodwill included in the carrying amount of the Group’s investment

in associates

23,772 20,430

The Group’s share of the contingent liabilities of associates - -

The Group’s share of capital commitments of associates - -

Recognition and measurement

An associate is an entity over which EBOS has significant influence and that is neither a subsidiary nor an interest in a

joint venture or joint operation. EBOS has significant influence when it has the power to participate in the financial and

operating policy decisions of the investee, but is not in control or joint control over those policies.

Investments in associates are incorporated in the Group’s financial statements using the equity method of accounting.

Under the equity method, investments in associates are carried in the Consolidated Balance Sheet at cost and adjusted

for post-acquisition changes in EBOS’ share of the net assets of the associate, less any impairment in the value of

individual investments and less any dividends. Losses of an associate in excess of EBOS’ interest in that associate are

recognised only to the extent that EBOS has incurred legal or constructive obligations or made payments on behalf of

the associate.

Any excess of the cost of acquisition over EBOS’ share of the net fair value of the identifiable assets, liabilities and

contingent liabilities of the associate recognised at the date of acquisition is recognised as goodwill. The goodwill is

included within the carrying amount of the investment and is assessed for impairment as part of that investment.

SECTION G: HOW WE MANAGE RISK

Section Overview

This section describes the financial risks that EBOS has identified and how it manages these risks, to protect its

financial position and financial performance. Management of these risks includes the use of financial instruments

to hedge against unfavourable interest rate and foreign currency movements.

G1. Financial risk management

The EBOS corporate treasury function provides services to the Group’s entities, coordinates access to financial markets, and

manages the financial risks relating to the operation of the Group.

EBOS does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.

The use of financial derivatives is governed by Group policies approved by the Board of Directors, which provide written

principles on the use of financial derivatives. Compliance with policies and exposure limits is reviewed by the Board of Directors

on a regular basis.

Foreign currency risk

EBOS is exposed to foreign currency risk arising primarily from the procurement of goods denominated in foreign

currencies (US dollar, Australian dollars, Thai baht, Euro and British pound).

Foreign exchange rate exposures are managed utilising forward foreign exchange contracts.

It is the policy of the Group to enter into foreign exchange forward contracts to manage the foreign currency risk associated

with anticipated sales and purchase transactions typically out to 12 months of the exposure generated. It is the policy of the

Group to enter into foreign exchange forward contracts for up to 100% of forecasted foreign currency transactions for the next

six months and up to 80% of six to 12 months of forecasted foreign currency transactions.

All forward foreign currency contracts entered into fixed the exchange rate of highly probable forecast transactions,

denominated in foreign currencies, and are designated as cash flow hedges to reduce the Group’s cash flow exposure resulting

from variable movements in exchange rates.

The Group performs a qualitative assessment of the effectiveness of hedges using the critical terms of the underlying

transaction and hedging instrument. It is expected that the value of the forward contracts and the value of the corresponding

hedged items will systematically change in opposite direction in response to movements in the underlying exchange rates.

EBOS enters into forward foreign exchange contracts only in accordance with the Board approved treasury policy.

No sources of ineffectiveness emerged from these hedging relationships.

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Interest rate risk

EBOS is exposed to interest rate risk as it borrows funds in both New Zealand dollars and Australian dollars at floating

interest rates.

The risk is assessed and managed by the use of interest rate swap contracts. EBOS agrees to exchange the difference between

fixed and floating rate interest amounts calculated on agreed notional principal amounts. Such contracts enable EBOS to

mitigate the risk of changing interest rates on debt held.

It is the policy of the Group to enter into interest rate swap contracts to manage interest rate risk associated with floating rate

Group borrowings of up to 100% of the exposure generated.

All interest rate swap contracts exchanging floating rate interest amounts for fixed rate interest amounts are designated as

cash flow hedges to reduce the Group’s cash flow exposure resulting from variable interest rates on borrowings. The interest rate

swaps and the interest payments on the loan occur simultaneously and the amount accumulated in equity is reclassified to profit

or loss over the period that the floating rate interest payments on debt affect profit or loss.

The Group performs a qualitative assessment of the effectiveness of hedges using the critical terms of the underlying

transaction and hedging instrument. It is expected that the value of the interest rate swaps and the value of the

corresponding hedged items (floating rate borrowings) will systematically change in opposite direction in response to

movements in the underlying exchange rates.

No sources of ineffectiveness emerged from these hedging relationships.

Interest rate swap contracts are only entered into in accordance with the Group’s Board approved treasury policy.

EBOS manages liquidity risk by maintaining adequate reserves and banking facilities by continuously monitoring forecast and

actual cash flows and matching maturity profiles of financial assets and liabilities. Refer to note E4 for information on EBOS’

borrowings facility maturity profile.

EBOS has adopted a policy of only dealing with credit worthy counter parties as a means of mitigating the risk of financial loss

from defaults. All bank balances are assessed to have low credit risk at each reporting date as they are held with reputable

international banking institutions.

Trade receivables consist of a large number of customers, spread across diverse sectors and geographical areas. Ongoing credit

evaluation is performed on the financial condition of the trade receivables. Credit assessments are undertaken to determine the

credit quality of the customer, taking into account their financial position, past experience and other relevant factors. Individual

risk limits are granted in accordance with the internal credit policy and authorised via appropriate personnel as defined by the

Group’s delegation of authority manual.

The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represents the

maximum exposure to EBOS of any credit risk.

EBOS does not have any significant credit risk exposure to any single counter party. The credit risk on liquid funds and derivative

financial instruments is limited because the counter parties are banks with high credit ratings assigned by international credit

rating agencies.

EBOS has not changed its overall strategy regarding the management of risk from 2019.

G1. Financial risk management continued

Liquidity risk

EBOS is exposed to liquidity risk as it must invest in significant levels of working capital such as inventory and accounts

receivable which can impact liquidity unless they are converted to cash.

Credit risk

EBOS is exposed to the risk of default in relation to receivables owing from its Healthcare and Animal Care customers,

hedging instruments and guarantees and deposits held with banks and other financial institutions.

Recognition and measurement

EBOS has categorised these derivatives, both financial assets and financial liabilities, as Level 2 under the fair value

hierarchy contained within NZ IFRS 13 Fair Value Measurement. There were no transfers between fair value hierarchy

levels during the current or prior periods.

The fair value of forward foreign exchange contracts is determined using a discounted cash flow valuation.

Key inputs are based upon observable forward exchange rates, at the measurement date, with the resulting value

discounted back to present values.

Interest rate swaps are valued using a discounted cash flow valuation. Key inputs for the valuation of interest rate

swaps are the estimated future cash flows based on observable yield curves at the end of the reporting period,

discounted at a rate that reflects the credit risk of the various counter parties.

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently

remeasured to their fair value.

The fair values of financial assets and financial liabilities are determined as follows:

• The fair value of financial assets and financial liabilities with standard terms and conditions and traded on active

liquid markets are determined with reference to quoted market prices.

• The fair value of other financial assets and financial liabilities are determined in accordance with generally

accepted pricing models based on discounted cash flow analysis.

• The fair value of derivative instruments are calculated using quoted prices. Where such prices are not available use

is made of discounted cash flow analysis using the applicable yield curve for the duration of the instruments.

The carrying amount of financial assets and financial liabilities recorded in the financial statements approximates

their fair values.

As hedge accounting has been applied for all derivatives, and no hedge ineffectiveness has occurred during

the period, the movement in these instruments has been recognised in other comprehensive income.

The recognition in profit or loss depends on the nature of the hedge relationship. EBOS designates these derivatives

as cash flow hedges of highly probable forecast transactions. Hedging gains or losses are recognised in the profit or

loss when the hedged items affect the profit or loss except where they are hedging non-financial items in which case

they are recognised as an adjustment to the initial carrying value of the non-financial items (basis adjustment).

When a forward contract is used in a cash flow hedge relationship the Group has designated the change in fair value

of the entire forward contract, i.e. including the forward element, as the hedging instrument.

G2. Financial instruments

Derivatives

2020

A$’000

2019

A$’000

Other financial assets – derivatives (at fair value)

Forward foreign exchange contracts (i) 109 611

Interest rate swaps (i) - -

109 611

Other financial liabilities – derivatives (at fair value)

Forward foreign exchange contracts (i)367 40

Interest rate swaps (i) 12,262 10,677

12,629 10,717

(i) Designated and effective as a cash flow hedging instrument carried at fair value.

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G2. Financial instruments continued

Cash flow hedges

At the inception of a hedge relationship, the Group documents the relationship between the hedging instrument and the

hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions.

Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents whether the hedging

instrument that is used in a hedging relationship is highly effective in offsetting changes in cash flows of the hedged item

attributable to the hedged risk.

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is

recognised in other comprehensive income and accumulated as a separate component of equity in the hedging reserve.

The gain or loss relating to the ineffective portion is recognised immediately in profit or loss.

2020

A$’000

2019

A$’000

Buy Australian dollars 9,415 9,983

Buy Euro 4,889 3,378

Buy British pounds 4,917 3,203

Buy Thai baht 8,514 7,94 4

Buy US dollars 32,851 21,354

60,586 45,862

2020

A$’000

2019

A$’000

Less than 1 year 51,034 26,473

1 to 3 years 264,781 145,815

3 to 5 years 25,000 195,000

Greater than 5 years - -

340,815 367, 28 8

Outstanding forward foreign currency contracts: nominal value

Outstanding interest rate swap contracts: nominal value

Section Overview

This section includes the remaining information relating to EBOS that is required to be presented so as to

comply with its financial reporting requirements.

SECTION H: OTHER DISCLOSURES

H1. Contingent liabilities

2020

A$’000

2019

A$’000

Contingent liabilities

Guarantees given to third parties5053,002

5053,002

H2. Commitments for expenditure

2020

A$’000

2019

A$’000

Capital expenditure commitments:

Plant7661,127

Software development-1,352

7662,479

H3. Subsequent events

Subsequent event

Subsequent to year end the Board has approved a final dividend to shareholders. For further details please refer

to note E2.

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H4. Related party disclosures

Key management personnel compensation

2020

A$’000

2019

A$’000

Short-term employee benefits12,17311,692

12,17311,692

EBOS operates a long-term incentive share scheme whereby eligible staff receive performance rights entitling each holder of

the performance right to 1 new share per right issued. Performance rights do not vest until performance conditions are met over

a three year period. In the current year 205,263 performance rights were issued with a three-year performance period of 1 July

2019 to 30 June 2022 (2019: 180,300 with a three-year performance period of 1 July 2018 to 30 June 2021).

EBOS also operates a long term incentive share plan whereby EBOS provides an interest free, non-recourse loan to

participating senior executives in order for those executives to purchase shares in the company. While the shares are issued

and held in the executive’s name the shares will not vest unless and until performance conditions are met. The executive cannot

deal in the shares unless and until those shares vest. All net dividends received in respect of the shares must be applied to the

repayment of the interest free loan. In 2018, 625,000 shares were issued with an issue price of NZ$17.35. The performance period

in relation to these shares is 1 July 2017 to 30 June 2020.

H5. Remuneration of auditors

All non-audit services provided by the Group’s auditor require pre-approval by the Audit and Risk Committee. Before any

non-audit services are approved, the Audit and Risk Committee must be satisfied that the provision of such services will not have

any influence on the independence of the auditors.

2020

A$’000

2019

A$’000

Auditor of the Group (Deloitte)

Audit of the financial statements 614 679

Audit related services for review of interim financial statements220 197

Advisory services - 5

Taxation compliance 6 5

840 886

2020

A$’000

Amounts recognised in profit and loss

Depreciation on right of use assets 37,347

Finance costs – leases 8,126

Expense relating to short term leases and low value assets 5,091

Lease liabilities

Current 33,846

Non-current 203,300

Maturity analysis (undiscounted future cash flows)

Ye ar 1 40,960

Ye ar 2 38,800

Ye ar 3 35,436

Ye ar 4 33,494

Ye ar 5 30,348

Onwards 91,672

270,710

Cash outflows for leases

Interest on lease liabilities (8,126)

Repayments of lease liabilities (31,957)

Short term leases and low value asset leases (5,091)

(45,174)

H6. Leases

Right of use assets

Land and

buildings

A$’000

Office, Plant and

equipment

A$’000

Motor vehicles

A$’000

To tal

A$’000

Cost

Balance as at 1 July 2019 225,624 8,576 2,746 236,946

Additions 20,030 1,960 1,342 23,332

Balance as at 30 June 2020

245,654 10,536 4,088 260,278

H6. Leases continued

Land and

buildings

A$’000

Office, Plant and

equipment

A$’000

Motor vehicles

A$’000

To tal

A$’000

Accumulated depreciation

Balance as at 1 July 2019 - - - -

Depreciation expense (33,594) (2,310) (1,443) (37,347)

Balance as at 30 June 2020

(33,594) (2,310) (1,443) (37,347)

Net book value

As at 30 June 2020

212,0608,2262,645222,931

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H6. Leases continued

2019

A$’000

Operating expenditure commitments:

Non-cancellable operating lease payments:

Less than one year 37,996

More than one year and less than five years 108,394

More than five years 47,012

193,402

Lease arrangements

Prior year operating leases relate to certain land, buildings, plant and equipment, with lease terms of between one to 12 years

with options to extend for a further one to 18 years. Operating lease contracts contain market review clauses in the event that

EBOS exercises its option to renew. EBOS does not have an option to purchase the leased asset at the expiry of the lease period.

H7. New accounting standards

The Group has adopted all new accounting standards that have become effective during the current year. The adoption of

these new standards has had no impact upon these financial statements, aside from that already disclosed in relation to IFRS 16

‘Leases’.

As at 31 July 2020

Twenty largest shareholdersFully paid shares

Percentage of

paid capital

Sybos Holdings Pte Limited 30,525,721 18.74

HSBC Nominees (New Zealand) Limited – NZCSD HKBN90 13,881,061 8.52

Citibank Nominees (New Zealand) Limited – NZCSD CNOM90 9,275,939 5.70

JP Morgan Chase Bank NA NZ Branch-Segregated Clients Acct – NZCSD CHAM24 8,621,230 5.29

Forsyth Barr Custodians Limited 1 – CUSTODY 6,126,404 3.76

Accident Compensation Corporation – NZCSD ACCI40 6,020,540 3.70

JP Morgan Nominees Australia Limited 4,336,788 2.66

Custodial Services Limited A/C 4 3,963,154 2.43

FNZ Custodians Limited 3,890,843 2.39

National Nominees New Zealand Limited – NZCSD NNLZ90 3,594,337 2.21

Tea Custodians Limited Client Property Trust Account – NZCSD TEAC40 3,304,546 2.03

BNP Paribas Nominees (NZ) Limited – NZCSD COGN40 3,163,120 1.94

BNP Paribas Nominees (NZ) Limited – NZCSD BPSS40 3,054,660 1.88

Custodial Services Limited A/C 3 3,038,930 1.87

HSBC Nominees (New Zealand) Limited A/C State Street – NZCSD HKBN45 2,834,923 1.74

HSBC Nominees A/C New Zealand Superannuation Fund Nominees Limited

– NZCSD SUPR40

2,233,229 1.37

HSBC Custody Nominees (Australia) Limited 2,073,350 1.27

Custodial Services Limited A/C 2 1,851,791 1.14

New Zealand Depository Nominee Limited A/C 1 Cash Account 1,845,546 1.13

Whyte Adder No 3 Limited 1,796,425 1.11

115,432,53770.88

ADDITIONAL STOCK EXCHANGE INFORMATION

Number of ordinary sharesAs at balance dateAs at 31 July 2020

162,864,001162,869,721

Number of unquoted performance rightsAs at balance dateAs at 31 July 2020

341,995338,245

Substantial product holders and number of securities

The following information is provided in compliance with section 293 of the Financial Markets Conduct Act and the ASX

Listing Rules.

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Distribution of shareholders and shareholdingsHolders

Fully paid

ordinary shares

Percentage of

paid capital

Size of Holding

1 to 1,0004,7222 ,017,1401.24

1,001 to 5,0003,3047,842,8874.82

5,001 to 10,0007555,398,4183.31

10,001 to 100,00054411,857,8947. 28

100,001 and over63135,753,38283.35

To tal9,388162,869,721100.00

Unmarketable parcels

As at 31 July 2020, there were 184 shareholders (with a total of

2,105 shares) holding less than a marketable parcel of shares

based on the closing price of the Company’s shares on the

ASX of A$20.34. The ASX Listing Rules define a marketable

parcel of shares as a parcel of shares of not less than A$500.

Waivers granted from the NZX and ASX Listing Rules

Waivers granted from the application of NZX and ASX Listing

Rules are published on the Company’s website.

The terms of the Company’s admission to the ASX and

ongoing listing requires the following disclosures:

1. The Company is not subject to Chapters 6, 6A, 6B and 6C of

the Australian Corporations Act dealing with the acquisition

of shares (including substantial holdings and takeovers).

2. Limitations on the acquisition of securities imposed under

New Zealand law are as follows:

(a) In general, securities in the Company are freely

transferable and the only significant restrictions or

limitations in relation to the acquisition of securities are

those imposed by New Zealand laws relating to takeovers,

overseas investment and competition.

(b) The New Zealand Takeovers Code creates a general rule

under which the acquisition of 20% or more of the voting

rights in the Company or the increase of an existing holding

of 20% or more of the voting rights of the Company can

only occur in certain permitted ways. These include a full

takeover offer in accordance with the Takeovers Code, a

partial takeover in accordance with the Takeovers Code, an

acquisition approved by an ordinary resolution, an allotment

approved by an ordinary resolution, a creeping acquisition

(in certain circumstances), or compulsory acquisition of a

shareholder holding 90% or more of the shares.

(c) The New Zealand Overseas Investment Act 2005 and

Overseas Investment Regulations 2005 (New Zealand)

regulate certain investments in New Zealand by overseas

interests. In general terms, the consent of the New Zealand

Overseas Investment Office is likely to be required where

an ‘overseas person’ acquires shares in the Company

that amount to 25% or more of the shares issued by the

Company, or if the overseas person already holds 25% or

more, the acquisition increases that holding.

(d) The New Zealand Commerce Act 1986 is likely to prevent

a person from acquiring shares in the Company if the

acquisition would have, or would be likely to have, the effect

of substantially lessening competition in the market.

Voting Rights

Shareholders may vote at a meeting of shareholders either

in person or by proxy, attorney, or representative. In a poll,

every shareholder present in person or by proxy, attorney or

representative has one vote for each share.

ADDITIONAL STOCK EXCHANGE INFORMATION CONTINUED

Substantial holder

name*

Ordinary shares as at

balance date

Percentage of share

capital as at balance

date

Ordinary shares as at

31 July 2020

Percentage of share

capital as at 31 July 2020

Sybos Holdings Pte

Limited

30,525,72118.74%30,525,72118.74%

FMR LLC14,868,7839.13%13,214,3958.11%

*based on substantial holding notices received by the Company

THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK

95
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EBOS GROUP 2O2O ANNUAL REPORT94

ObjectiveProgress during 2019/20

Aim to increase the proportion of women on the Board

as vacancies arise, having regard to the circumstances

(including skill requirements) relating to the vacancies.

During the year ended 30 June 2020, the Board appointed Nick

Dowling as a new director whose appointment took effect from

1 February 2020. As part of the process to appoint a new director,

a number of female candidates were considered. Having

regard to the Board’s structure and the Board’s assessment

of skill requirements for the Board and Mr Dowling’s extensive

experience, it was determined to appoint Mr Dowling.

In seeking to appoint any further new directors to the Board,

it will have regard to the gender mix of the Board.

Aim to increase the proportion of women in executive

and senior management roles as vacancies arise,

having regard to the circumstances (including skill

requirements) relating to the vacancies.

As at 30 June 2020, the proportion of females that were Officers

(as defined in the NZX Listing Rules) was 33%, an increase

compared to 30 June 2019 (29%).

More broadly, in relation to recruitment for any senior roles

within the Group, it is the practice of the Group to ensure that

suitably qualified female candidates are identified as part of the

recruitment process.

Continue to ensure that the remuneration of females in

salaried roles is objectively reviewed against the remuneration

of males in comparable roles in order to eliminate inequity

based on gender (with such review taking into account relevant

experience, qualifications and performance).

A detailed gender pay equity analysis was undertaken in 2018.

EBOS expects to conduct a further gender pay equity

analysis shortly.

Continue to promote family friendly and flexible work

place practices including but not limited to parental

leave, flexible return to work arrangements, flexible

work arrangements and employee assistance programs.

EBOS continued to promote these policies throughout the

year (including by introducing relevant policies to businesses

acquired during the year).

As part of its review of human resources policies, EBOS also

introduced a family domestic violence leave policy during the year.

As part of its response to COVID-19 a number of office-based

employees worked from home and had flexible workplace

arrangements. EBOS will undertake a review to learn more about

how to effectively manage flexible arrangements in the future.

It is recognised that such policies contribute to retaining talent

and reducing staff turnover.

The Board and management of EBOS Group Limited are

committed to ensuring that the Company adheres to best

practice and governance principles and maintains high

ethical standards.

The 2020 Corporate Governance Statement relating to the

Company and its subsidiaries (the Group) can be found at:

https://ebosgroup.gcs-web.com/corporate-governance.

The Corporate Governance Statement refers to a number

of codes, policies and charters of the Group. These

documents (or a summary of them) can be found in

the Group’s Corporate Governance Code at

https://ebosgroup.gcs-web.com/corporate-governance.

For the purposes of compliance with the NZ Companies Act,

NZX Listing Rules and NZX Corporate Governance Code

dated 1 January 2020 (2020 Code), the following disclosures

are included in the Annual Report.

Diversity

The Group has a Diversity Policy, which is set out as Appendix

F of the Corporate Governance Code. Under the policy,

the Board is responsible for setting measurable objectives

for achieving diversity. Set out below is the Board’s

assessment of the objectives for the 2019/20 year:

CORPORATE GOVERNANCE

Director independence

The Board’s assessment of the independence of each

person that was a director as at 30 June 2020 is set out

below.

NameStatusAppointment date

Elizabeth CouttsIndependentJuly 2003

Nicholas DowlingIndependentFebruary 2020

Stuart McGregorNon-independentJuly 2013

Stuart McLauchlanIndependentJuly 2019

Sarah OttreyIndependentSeptember 2006

Peter WilliamsNon-independentJuly 2013

Elizabeth Coutts, Nicholas Dowling, Stuart McLauchlan

and Sarah Ottrey have been determined as Independent

1

.

Nicholas Dowling and Stuart McLauchlan were both

recently appointed to the Board and do not have

relationships which may impact the Board’s assessment

of their independence. In relation to Elizabeth Coutts

and Sarah Ottrey, the Board is unanimously of the view

that each director brings, amongst other things,

an independent view to decisions in relation to EBOS and

that their tenure is not, of itself, an indication that they are

no longer Independent.

2020 Code

Under NZX Listing Rule 3.8.1(b), EBOS is required to state

in the Annual Report which recommendations in the 2020

Code were not followed in the financial year ended

30 June 2020.

Gender representation

The Group’s gender representation as at 30 June 2020 was as follows:

BoardFemale %Female (no.)Male %Male (no.)

2018/19402603

2019/2033.3266.64

OfficerFemale %Female (no.)Male %Male (no.)

2018/19292715

2019/20333666

GroupFemale %Male %

2018/195842

2019/205842

Officer has the meaning given in the NZX Listing Rules.

RecommendationComment

3.4 – Nomination

Committee

The Board does not have a

nomination committee. The Board

has determined, having regard

to the current composition of

the Board, that a nomination

committee is not currently required.

The Board undertakes the functions

that were previously delegated to a

nominations committee.

5.2 – Remuneration

policy

EBOS has a remuneration policy.

The policy does not include the

relative weightings of remuneration

and performance criteria.

This information is included in the

Company’s Corporate Governance

Statement (as required under

the policy) to ensure it accurately

reflects the remuneration structures.

1

Independent means that the director is considered to be an Independent

Director as defined under the NZX Listing Rules and independent having

regard to the factors set out in the ASX Corporate Governance Council’s

Corporate Governance Principles & Recommendations.

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EBOS GROUP 2O2O ANNUAL REPORT96

REMUNERATON

Remuneration Overview

EBOS Group Limited presents this remuneration overview for

the Company and its controlled entities for the year ended

30 June 2020. This overview provides details beyond those

required under New Zealand laws and the NZX Corporate

Governance Code. The Board considers that it is important

to provide an appropriate level of transparency around

the Group’s approach to remuneration beyond these strict

requirements in order to encourage confidence in the

Group’s executive and non-executive director remuneration

processes.

This overview provides details of the Group’s approach to

remuneration including incentive plans for senior executives

that were in place for the reporting year and remuneration

received by the CEO.

Remuneration Philosophy and Principles

It is recognised that in order to support the business and

its strategy, the Group must attract and retain people of a

high calibre. Accordingly, the Board sets the remuneration

of directors and executives with regard to this and other

business objectives.

Specifically in relation to executives, it is the policy of the

Group to align components of executive remuneration

with the performance of the Group. Accordingly, executive

remuneration comprises fixed and ‘at risk’ (or performance-

based) elements which are both short and long-term in

nature. The purpose of this policy is to ensure that the

interests of the executives, the Group and its shareholders

are aligned during the period over which the business results

are realised.

As a result the remuneration framework is structured to

promote the long-term sustainable growth of the Group

with a significant portion of performance-based executive

remuneration awarded as rights to equity.

Remuneration Governance

As set out in the Charter for the Remuneration Committee,

the Committee is responsible for reviewing, recommending

and, if delegated by the Board, setting, in accordance with

the Group’s Remuneration Policy and Group practices,

all components of the remuneration of the directors and

executives. The charter for the Remuneration Committee is

included as Appendix C to the Corporate Governance Code

which can be found at https://ebosgroup.gcs-web.com/

corporate-governance.

The Remuneration Committee is responsible for:

• approving the remuneration of executives; and

• recommending non-executive director remuneration to

the Board.

The Board is responsible for:

• approving non-executive director remuneration; and

• approval of remuneration policies.

Members of the Remuneration Committee during the year

were:

• Elizabeth Coutts (Chair from 15 October 2019);

• Stuart McLauchlan (appointed 15 October 2019);

• Sarah Ottrey; and

• Mark Waller (Chair until 15 October 2019, resigned

15 October 2019).

Executive Remuneration Framework

The Group’s remuneration structure for executives, including

the CEO, comprises three elements:

• Total Fixed Remuneration (TFR);

• Short-Term Incentive (STI); and

• Long-Term Incentive (LTI).

The following summarises each component of executive

remuneration. A summary of the remuneration of the CEO,

Mr John Cullity, is set out below.

a. Total Fixed Remuneration (TFR)

Fixed remuneration may include a component of

compulsory superannuation contributions for Australian-

based executives and KiwiSaver contributions for New

Zealand-based executives. Executives fixed remuneration

is set by reference to the person’s position, performance

at EBOS, market data for comparable companies,

their qualifications and their experience.

b. Short Term Incentive (STI)

The STI is currently an annual cash payment which is

dependent on the achievement of a combination of Group

and individual performance measures.

The performance measures are set by reference to the

executive’s responsibilities and particular projects relevant

to that executive and the business or function for which

they are responsible. The purpose of the STI is to reward

executives for meeting measurable objectives linked to a

financial year.

For example, for executives that are responsible for

businesses in the Group, their performance measures may

be set by reference to the performance of that business and

the Group as a whole.

For executives that have functional responsibilities,

their performance objectives may be set by reference

to the financial performance of the Group.

FeatureApproach

Purpose

Align individual performance with Group objectives.

Provide individuals with a competitive market position for total reward (i.e. variable and fixed

pay components).

Eligibility

Those considered for participation in the program must be able to impact the performance

of their own work area, their business or function and also contribute to the Group’s overall

performance.

InstrumentCash

Performance Criteria

The following criteria must be met before any payments are made:

• Group Profit Before Tax (PBT) target for the financial year; and where relevant,

• Business unit EBIT target for the financial year (Healthcare or Animal Care & Consumer Brands).

Table 1: FY2020 STI plan

FeatureApproach

Purpose

Align a portion of executives’ total remuneration with the medium to long term performance

of the Group.

Eligibility

The Remuneration Committee determines whether an LTI plan will operate and the extent

(if any) to which each executive is invited to participate in an LTI plan.

Instrument

Performance Rights (PRs) which are rights to acquire ordinary shares in the Company for

nil consideration.

Settlement

PRs can be settled either in equity or a cash equivalent at the discretion of the Board.

Performance periodThree years from 1 July 2019 to 30 June 2022.

Vesting conditions

• Continuous employment with the Group;

• Growth in the Company’s earnings per share in each year of the performance period or

cumulatively over the performance period must equal or exceed a specific percentage

target.

Dividends and

voting rights

PRs do not have voting rights or accrue dividends.

Table 2: LTI 2019/22 plan

c. Long Term Incentive (LTI)

EBOS Group has a long-term incentive plan. The table below sets out the key terms for the LTIs granted during the year

ended 30 June 2020.

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EBOS GROUP 2O2O ANNUAL REPORT98

FeatureApproach

Clawback

The Board has broad discretion to adjust downwards including to zero unvested or vested LTI

awards where, in the opinion of the Board, the CEO or an executive has:

• acted fraudulently, dishonestly or engaged in gross misconduct or is in breach of their

obligations to the Group;

• acted in a way that has contributed to material reputational damage to the Group; or

• received PRs that have vested as a result of fraud, dishonesty or breach of obligations of any

person or as a result of a material misstatement of the financial statements of the Group.

Restriction on

hedging

Hedging of PRs by executives is not permitted.

Change of control

Vesting of PRs is subject to Board discretion.

Cessation of

employment

Resignation: subject to the Board determining otherwise, unvested PRs are forfeited. Vested PRs

remain on foot.

Termination for cause: if an Executive’s employment is terminated for cause, subject to the Board

determining otherwise, unvested and vested performance rights are forfeited.

Termination without cause (including circumstances such as redundancy and retirement): the

Board shall determine the treatment of unvested performance rights. All vested PRs remain on

foot unless otherwise determined by the Board.

Table 2: LTI 2019/22 plan continued

d. Executive Remuneration Mix

The Group’s Remuneration Policy does not include the relative weightings of remuneration and performance criteria.

As required under the Group’s Remuneration Policy, the relative weightings of realised executive remuneration components

in the financial year ended 30 June 2020 is set out in the Group’s Corporate Governance Statement.

CEO Remuneration

a. Past Financial Performance

The table below presents the financial performance for EBOS Group Limited for the previous 5 financial years.

Table 3: Past Financial Performance

Table 4: CEO Contract

Table 5: Summary of total realised remuneration

20202019201820172016

N PAT

1

A$162.5mA$137.7mA$137.3mA$125.9mA$117.0m

Basic EPSA$100.6cpsA$89.8cpsA$90.4cpsA$83.0cpsA$77.4cps

Share price at end of financial year

NZ$21.61NZ$23.15NZ$17.95NZ$17.50NZ$16.36

Total dividends in periodNZ$7 7.5cpsNZ$71.5cpsNZ$68.5cpsNZ$63.0cpsNZ$58.5cps

Total shareholder return

2

(3.30%)32.95%6.49%10.82%65.32

Contract durationNotice period –

company

Notice period –

CEO

Termination provision

(where notice provided)

Post-employment

restraint

Ongoing until

terminated by

either party

12 months unless for

cause

12 months12 months18 months

Financial yearFixed remuneration

(including superannuation)

STILT I

2020A$1,350,000A$1,150,000A$1,000,000

2019A$1,150,531A$487,500-

b. Key terms of CEO employment contract

The table below sets out the key terms of Mr Cullity’s employment contract.

c. CEO Remuneration Outcomes for FY20

The table below sets out the remuneration outcomes for Mr Cullity during the 2020 and 2019 financial years.

The amounts set out in this section may differ from the

amounts included in Note H4 to the Financial Report and

the table of employee remuneration included on pages

102 and 103 which are reported according to accounting

standards. The accounting values of remuneration

reported may not reflect what a person was actually

paid during the financial year, particularly due to the

valuation of share based payments and accrual of short

term incentives. A summary of total realised remuneration

received by Mr Cullity during the year ended 30 June 2020

is set out in Table 5 above.

Fixed remuneration

In the financial year ended 30 June 2020, Mr Cullity

received fixed remuneration of A$1,350,000. This includes

compulsory superannuation contributions.

Short Term Incentive (STI) payment

In the financial year ended 30 June 2020, Mr Cullity

received an STI payment of $1,150,000. This payment was

based on the financial performance of the Group for the

prior year (that is, the year ended 30 June 2019) (2019 STI).

With regard to the 2019 STI, a target was set by reference

to the Group’s 2019 Underlying Profit Before Tax results

(Target). The calculation of Mr Cullity’s 2019 STI was based

on the following criteria:

• If the Group’s underlying Profit Before Tax (PBT) results

were less than 80% of the Target, no STI was payable.

• If the Group’s underlying PBT results were between 80%

of the Target and the Target, an STI between 35% and

75% of Mr Cullity’s maximum STI entitlement was payable.

• If the Group’s underlying PBT results met certain stretch

targets above the Target, an STI between 75% to 100% of

Mr Cullity’s maximum STI entitlement was payable.

Mr Cullity received his maximum STI entitlement under the

2019 STI.

2020 STI

In relation to the STI for the year ended 30 June 2020,

a similar structure for the STI was adopted. Mr Cullity’s

maximum STI entitlement under the 2020 STI is $1,350,000

and it is expected that Mr Cullity will receive the maximum

STI entitlement during the 2021 financial year.

Long Term Incentives

During the year ended 30 June 2020, Mr Cullity received

long term incentives of A$1,000,000.

The performance conditions for the performance rights

granted during the year ended 30 June 2020 are described

in section c and Table 2 above.

The maximum LTI opportunity for Mr Cullity in the form of

equity instruments for the year ended 30 June 2020 was

A$1,000,000.

Note 1: Net profit after tax attributable to owners of the company.

Note 2: Total shareholder return is calculated as the share price at the end of the year plus dividends declared in relation to that year.

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Long term incentives in the form of equity instruments received by Mr Cullity in previous financial years were:

Performance PeriodInstrument

LTI – 2019/20221 July 2019 to 30 June 202245,455 Performance Rights

LTI – 2018/20211 July 2018 to 30 June 202147,500 Performance Rights

LTI - 2017/20201 July 2017 to 30 June 2020110,000 loan-backed shares

LTI - 2016/20191 July 2016 to 30 June 201995,000 loan-backed shares

PositionFees (NZD)

Chairman $320,000

Director (other than Chairman)$160,000

Chair of Audit and Risk Committee$37, 500

Chair of Remuneration Committee$20,000

Member of Audit and Risk Committee$17, 500

Member of Remuneration Committee$10,000

Table 6: LTIs – Chief Executive Officer

Table 7: Non-executive director fees by position

Vesting of LTI shares

In previous financial years, EBOS operated a long term

incentive share plan whereby EBOS provided an interest

free, non-recourse loan to participating senior executives,

including Mr Cullity, in order for those executives to

purchase shares in the Company.

The Group issued 95,000 shares to Mr Cullity as part of the

LTI 2016/19 plan (prior to his appointment as Chief Executive

Officer). The performance conditions were tested following

the end of the performance period and, as the conditions

were satisfied, the shares vested during the year ended 30

June 2020. The loan balance in respect of these shares as at

30 June 2020 was NZ$1,529,073.

The Group issued 110,000 shares to Mr Cullity as part of the

LTI 2017/20 plan (prior to his appointment as Chief Executive

Officer). The performance conditions were tested following

the end of the performance period and, as the conditions were

satisfied, the shares will vest in August 2020. The loan balance

in respect of these shares as at 30 June 2020 was NZ$1,731,202.

Non-Executive Director Remuneration

The remuneration of non-executive directors is set by

reference to the time commitment and responsibilities of

the non-executive directors (including any commitment as

a member of a Board committee) and is set at a level which

is designed to attract and retain experienced and qualified

Board members and provide appropriate remuneration for

their time and expertise. Market rates for non-executive

director remuneration for comparable companies (by size,

industry classification and/or complexity) are also taken into

account.

Non-executive directors do not receive performance-based

remuneration.

Total remuneration for non-executive directors is subject

to an aggregate fee pool limit of NZ$1,410,000 (including

payments made in respect of KiwiSaver and compulsory

superannuation contributions) in any financial year. The fee

pool was approved by shareholders at the Annual Meeting

held on 15 October 2019.

Directors’ remuneration and other benefits required to be disclosed pursuant to section 211(1) of the Companies Act 1993

for the year ended 30 June 2020 were as follows:

Table 8: Non-executive director fees paid in New Zealand dollars during the year ended 30 June 2020

Director

Base Fee*

$

Audit and Risk

Committee*

$

Remuneration

Committee*

$

Total

$

E Coutts 273,47823,31517,092313,885

N Dowling**66,374--66,374

S McGregor160,00017, 500-17 7, 500

S McLauchlan160,00026,5967,092193,688

S Ottrey160,000-10,000170,000

P Williams160,000--160,000

M Waller

##

93,0435,0885,815103,946

*Includes fees as Chair of Board or a Committee.

** Mr Dowling commenced as a director on 1 February 2020.

## Mr Waller retired as a director on 15 October 2019.

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Employee Payment Bands

Grouped below, in accordance with Section 211 of the Companies Act 1993, are the number of employees or former

employees of the Company and its subsidiaries, including those based in Australia, who received remuneration and other

benefits in their capacity as employees totalling NZ$100,000 or more during the year.

Employee

remuneration (NZ$)

30 June 2020

Number of Employees

100,000–110,000143

110,000–120,00074

120,000–130,00075

130,000–140,00067

140,000–150,00052

150,000–160,00042

160,000–170,00034

170,000–180,00014

180,000–190,00025

190,000–200,00019

200,000–210,00022

210,000–220,00014

220,000–230,00011

230,000–240,0008

240,000–250,00012

250,000–260,0006

260,000–270,0005

270,000–280,0004

280,000–290,0004

300,000–310,0004

320,000–330,0002

330,000–340,0001

340,000–350,0003

350,000–360,0001

360,000–370,0005

370,000–380,0003

380,000–390,0004

400,000–410,0003

420,000–430,0001

430,000–440,0001

440,000–450,0001

450,000–460,0002

460,000–470,0001

Employee

remuneration (NZ$)

30 June 2020

Number of Employees

530,000–550,0001

590,000–600,0001

640,000–650,0001

730,000–740,0001

800,000–810,0002

810,000–820,0001

840,000–850,0001

1,220,000–1,230,0001

1,280,000–1,290,0001

1,350,000–1,360,0001

1,490,000–1,500,0001

1,690,000–1,700,0001

3,560,000–3,570,0001

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DIRECTORS’ INTERESTS

AND DISCLOSURES

Disclosure of interests

In accordance with section 140(2) of the Companies Act

1993, the Directors named below have made general

disclosure of interest, by a general notice disclosed to the

Board and entered in the Company’s interests register

during the year ended 30 June 2020, as follows:

E.M. Coutts: Chair of Urwin & Company Ltd, Oceania

Healthcare Ltd, Ports of Auckland Ltd and Skellerup

Holdings Ltd, Director of Tennis Auckland Region

Incorporated, Director of EBOS Group subsidiaries in New

Zealand and Member, Marsh New Zealand Advisory Board.

N.W Dowling: Director of ABI Dowling Pty Ltd, Balmoral

Australia Pty Ltd, Balmoral Financial Investments Pty Ltd,

Balmoral Operations Pty Ltd, BPI Property Investments Pty

Ltd and BPI Property Developments Pty Ltd.

S.J. McGregor: Director of Symbion Pty Ltd and other

EBOS Group subsidiaries.

S.J. McLauchlan: Chairman of Scott Technology Limited,

Analog Digital Instruments Limited, UDC Finance Limited,

BPac Clinical Services Ltd, Cargill Hotel 2002 Ltd, Compass

Agribusiness Ltd, Foundation Studies Ltd, G S McLauchlan

& Co, Otago Community Hospice and Wood Solutions.

Director of Argosy Property Ltd, Dunedin Casinos Ltd,

NZ Whisky and Scenic Circle Hotels. Governor, NZ Sports

Hall of Fame. Member, Marsh NZ Advisory Board.

S.C. Ottrey: Chair of Whitestone Cheese Ltd and Director

of Sarah Ottrey Marketing Ltd, Skyline Enterprises Limited

and its subsidiaries, Mount Cook Alpine Salmon Limited

and Christchurch International Airport Ltd. Member of the

Institute of Directors – Otago Southland Branch committee.

P.J. Williams: Executive of The Zuellig Group and director of

associated companies, a director of Pharma Industries Ltd, CB

Norwood Pty Ltd, Cambert and Green Cross Health Limited.

M.B. Waller: Director of EBOS Group Limited and

subsidiaries. Note Mr Waller retired as a director of EBOS

Group Limited and subsidiaries on 15 October 2019.

Indemnity and Insurance

In accordance with section 162 of the Companies Act 1993

and the constitution of the Company, the Company has

given indemnities to, and has effected insurance for, the

Directors and executives of the Company and its related

companies which, except for some specific matters that

are expressly excluded, indemnify and insure directors

and executives against monetary losses as a result of

actions undertaken by them in the course of their duties.

Specifically excluded are certain matters, such as the

incurring of penalties and fines, which may be imposed for

breaches of law.

Use of information

There were no notices from directors of the Company

requesting to use Company information received in their

capacity as directors, which would not otherwise have been

available to them.

Share dealings by Directors

The Directors have disclosed to the Board under section 148(2) of the Companies Act 1993 particulars of acquisitions or

disposals of a relevant interest in the Company’s shares.

Director

Ordinary Shares

Purchased/(Sold)

Consideration

Paid/(Received) (NZD)

Date of

Transaction

Elizabeth Coutts

365$8,81811 October 2019

71,592**Nil2 December 2019

448$9,0763 April 2020

Stuart McLauchlan

2,000$46,00026 November 2019

37$7503 April 2020

Sarah Ottrey92$2,22311 October 2019

112$2,2693 April 2020

Directors’ shareholdings

Director30 June 202030 June 2019

Elizabeth Coutts– Indirect/beneficial interest33,31332,500

– Direct non-beneficial interest/trustee of EBOS Staff Share Plan71,592Nil

Stuart McLauchlan– Indirect/beneficial interest2,037Nil

Sarah Ottrey– Indirect/beneficial interest3,0503,050

– Held with associated person8,3808,176

Mark Waller**– Held with associated persons506,692506,692

– Direct non-beneficial interest/trustee of EBOS Staff Share PlanNil71,592

BoardAudit & RiskRemuneration

Eligible

to AttendAttended

Eligible

to AttendAttended

Eligible

to AttendAttended

Elizabeth Coutts10103333

Nick Dowling

##

55----

Stuart McGregor10833--

Stuart McLauchlan1082222

Sarah Ottrey1010--33

Peter Williams1010----

Mark Waller**221111

Attendance at Board and committee meetings

** This acquisition was as a result of Ms Coutts’ appointment as a trustee of the EBOS Staff Share Plan.

** Mr Waller retired as a director of EBOS Group Limited on 15 October 2019.

##

Nick Dowling joined the Board on 1 February 2020.

** Mark Waller retired from the Board on 15 October 2019.

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DIRECTORS’ INTERESTS


& DISCLOSURES

DIRECTORY

Disclosures relating to subsidiaries

SubsidiaryCurrent Directors

ACN 618 208 969 Pty LtdJ Cullity

S McGregor#

Alchemy Holdings Pty LtdJ Cullity

S McGregor#

Alchemy Sub-Holdings Pty LtdJ Cullity

S McGregor#

Aristopet Pty LtdJ Cullity

S Duggan

M Waller*

Beaphar Pty LtdJ Cullity

S Duggan

M Waller*

BFCMC Pty LtdJ Cullity

S McGregor#

Blackhawk Premium Pet Care Pty LtdJ Cullity

S McGregor#

Botany Bay Imports Exports Pty LtdJ Cullity

S Duggan

M Waller*

CC Pharmacy Investments Pty LtdJ Cullity

S McGregor#

CC Pharmacy Management Pty LtdJ Cullity

S McGregor#

CC Pharmacy Promotions Pty LtdJ Cullity

S McGregor#

Chem Plus Pty LtdJ Cullity

S McGregor#

Chemmart Holdings Pty LtdJ Cullity

S McGregor#

Cincotta Holding Company Pty LtdJ Cullity

S McGregor#

Clinect Pty LtdJ Cullity

S McGregor

M Waller*

Clinect NZ Pty LimitedJ Cullity

M Waller*

SubsidiaryCurrent Directors

Collaboration Medical Clinics Pty LtdJ Cullity

S McGregor#

Collaboration Medical Clinics

Investments Pty Ltd

J Cullity

M McLoughlin*

Developing People Pty LtdJ Cullity

S McGregor#

DoseAid Pty LtdJ Cullity

S McGregor

M Waller*

EAHPL Pty LtdJ Cullity

S McGregor#

EBOS Group Australia Pty LtdJ Cullity

S McGregor#

EBOS Health & Science Pty LtdJ Cullity

S McGregor#

EBOS Medical Devices Australia Pty

Ltd

J Cullity

S McGregor#

EBOS Medical Devices NZ LimitedE Coutts

J Cullity

L Hansen

S McGregor*

EBOS PH Pty LtdJ Cullity

S McGregor#

Endeavour CH Pty LtdJ Cullity

S McGregor#

Endeavour Consumer Health LimitedE Coutts

J Cullity

L Hansen

M Waller*

Healthcare Supply Partners Pty LtdJ Cullity

Hospharm Pty LtdJ Cullity

S McGregor#

HPS Brands Pty Ltd J Cullity

S McGregor#

SubsidiaryCurrent Directors

National Surgical Pty LtdJ Cullity

S McGregor#

Nexus Australasia Pty LimitedJ Cullity

S McGregor#

PBA Finance No. 1 Pty LtdJ Cullity

S McGregor#

PBA Finance No. 2 Pty LtdJ Cullity

S McGregor#

PBA Wholesale Pty LtdJ Cullity

S McGregor#

Pet Care Distributors Pty LtdJ Cullity

S McGregor#

M Waller*

Pet Care Holdings Australia Pty LtdJ Cullity

S McGregor#

M Waller*

Pet Care Wholesalers Pty LtdJ Cullity

S McGregor#

Pets International Pty LtdJ Cullity

S Duggan

M Waller*

Pharmacy Brands Australia Pty LtdJ Cullity

S McGregor#

Pharmacy Retailing (NZ) LimitedE Coutts

J Cullity

L Hansen

M Waller*

PRNZ LimitedE Coutts

J Cullity

L Hansen

M Waller*

Richard Thomson Pty LimitedJ Cullity

S McGregor#

M Waller*

Symbion Pty LtdJ Cullity

S McGregor

M Waller*

SubsidiaryCurrent Directors

HPS Corrections Pty LtdJ Cullity

S McGregor#

HPS Finance Pty LtdJ Cullity

S McGregor#

HPS Holdings Group (Aust) Pty LtdJ Cullity

S McGregor#

HPS Hospitals Pty LtdJ Cullity

S McGregor#

HPS IVF Pty LtdJ Cullity

S McGregor#

HPS Services Pty LtdJ Cullity

S McGregor#

Intellipharm Pty LtdJ Cullity

S McGregor

M Waller*

Lite Living Pty LtdJ Cullity

S McGregor#

LMT Surgical Pty LtdJ Cullity

S McGregor#

Lyppard Australia Pty LtdJ Cullity

S McGregor

M Waller*

Masterpet Australia Pty LimitedJ Cullity

S Duggan

M Waller*

Masterpet Corporation LimitedE Coutts

J Cullity

S Duggan*

L Hansen

M Waller*

Masterpet Logistics Pty LtdJ Cullity

S Duggan

M Waller*

Mega Save Management Pty LtdJ Cullity

S McGregor#

EBOS GROUP 2O2O ANNUAL REPORT1O8
No employee of the Group appointed as a director of the

Company or its subsidiaries receives remuneration or other

benefits in their role as a director. The remuneration and

other benefits of such employees, received as employees, are

included in the relevant bandings for remuneration disclosed

under employee remuneration range on pages 102 to 103.

Auditor

The Company’s auditor, Deloitte, will continue in office in

accordance with the Companies Act 1993.

The Directors are satisfied that the provision of non-audit

services, during the year by the auditor is compatible with the

general standard of independence for auditors imposed by

the Companies Act 1993. Details of amounts paid or payable to

the auditor for non-audit services provided during the year by

the auditor are outlined in note H5 of the financial statements.

Disclosures relating to subsidiaries continued

SubsidiaryCurrent Directors

Terry White Group Pty Ltd J Cullity

S McGregor#

D Lewis*

S Hughes*

Tony Ferguson Weight Management

Pty Ltd

J Cullity

S McGregor#

TW&CM Pty Ltd J Cullity

S McGregor#

TWC IP Pty LtdJ Cullity

S McGregor#

Ventura Health Pty LtdJ Cullity

S McGregor#

VIM Health Pty LtdJ Cullity

S McGregor#

VIM Health IP Pty LtdJ Cullity

S McGregor#

Vitapet Corporation Pty LimitedJ Cullity

S Duggan

M Waller*

Warner & Webster Pty LtdJ Cullity

S McGregor#

W & W Management Services Pty LtdJ Cullity

S McGregor#

You Save Management Pty LtdJ Cullity

S McGregor#

ZAP Services Pty LtdJ Cullity

S McGregor

M Waller*

ZHHA Pty LtdJ Cullity

S McGregor

M Waller*

Shanghai EBOS Business

Management Co Ltd

J Cullity

1O9

BUSINESS OVERVIEW

FINANCIALS

CORPORATE GOVERNANCE

REMUNERATION REPORT

DIRECTORS’ INTERESTS


& DISCLOSURES

DIRECTORY

Registered offices

108 Wrights Road

PO Box 411

Christchurch 8024

New Zealand

Telephone: +64 3 338 0999

Email: ebos@ebos.co.nz

Level 7, 737 Bourke Street

Docklands 3008

PO Box 7300

Melbourne 8004

Australia

Telephone: +61 3 9918 5555

Email: ebos@ebosgroup.com

Website address

www.ebosgroup.com

Directors

Elizabeth Coutts

Independent Director

Nick Dowling

Independent Director

Stuart McGregor

Stuart McLauchlan

Independent Director

Sarah Ottrey

Independent Director

Peter Williams

Senior executives

John Cullity

Chief Executive Officer

Brett Barons

CEO Symbion

Andrea Bell

Chief Information Officer

Simon Bunde

EGM Strategic Operations

and Innovation

Janelle Cain

General Counsel

Sean Duggan

CEO Animal Care and

Consumer Brands

Leonard Hansen

Acting Chief Financial Officer

David Lewis

EGM Strategy

Jacinta McCarthy

Group GM – Human Resources

Auditor

Deloitte Limited

Christchurch

Securities exchange

EBOS Group Limited shares are

quoted on the New Zealand Securities

Exchange and the Australian Securities

Exchange (NZX/ASX code: EBO).

Share register

Computershare Investor Services Ltd

Private Bag 92119

Auckland 1142

New Zealand

Telephone: +64 9 488 8777

Computershare Investor Services

Pty Ltd

GPO Box 3329

Melbourne, Victoria 3001

Australia

Telephone: 1800 501 366


Managing your

shareholding online

To change your address, update your

payment instructions and to view

your Investment portfolio, including

transactions, please visit:

www.computershare.com/

investorcentre

General enquiries can be directed to:

• enquiry@computershare.co.nz

• Private Bag 92119, Auckland 1142,

New Zealand or GPO Box 3329,

Melbourne, Victoria 3001, Australia

• Telephone (NZ) +64 9 488 8777 or

(Aust) 1800 501 366

• Facsimile (NZ) +64 9 488 8787 or

(Aust) +61 3 9473 2500

Please assist our registrar by quoting

your CSN or shareholder number.



Notice of Annual Meeting

The Annual Meeting of EBOS Group

Limited will be held on Tuesday,

13 October 2020 at 2.00 pm, at

Addington Raceway & Events Centre,

75 Jack Hinton Drive, Addington,

Christchurch, New Zealand.

DIRECTORY

Elizabeth Coutts

Chair of Directors

Stuart McLauchlan

Director

* Ceased to be a director during the year ended 30 June 2020.

# Alternate director.

111EBOS GROUP 2O2O ANNUAL REPORT11O
THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANKTHIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK

112
ebosgroup.com

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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