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2023 Annual Report

Annual Report26 March 2024SCLIndustrials

Scales Corporation Limited
Annual Report 2023

Scales delivered a commendable Group 2023
performance in what was a very disruptive year. Once

again, our diversified strategy, combined with the ability

of each of our divisions to execute their individual

strategies during testing times, proved to be important

factors in our success. However, this was only made

possible by our dedicated team of staff, who worked hard

in difficult physical, mental and economic conditions.

It is difficult to believe that this time last year the Hawke’s

Bay community was reeling from the devastating effects

of Cyclone Gabrielle. One year on, unfortunately many

parts of the community and its people continue to be

affected. And whilst Mr Apple is not quite yet back to its

pre-Cyclone capacity, the hard work and dedication of

our team has resulted in an amazing transformation of

our facilities, from silt and debris to orchards that have

been remediated and are being harvested.

Global Proteins continued on its growth path, investing in

Esro Petfood in August 2023. Esro Petfood is a 50 / 50 joint

venture with Esro Food Group, and it provides us with a

strategically important location in Europe. We are extremely

pleased that Esro Food Group has chosen to partner with

Scales, and we believe there will be significant long-term

opportunities from, and benefits to, working together.

Sustainability was to the forefront of our minds whilst we

remediated our orchards, and we made progress on a

number of water and decarbonisation initiatives. We also

look forward to sharing our first standalone Climate-

Related Disclosures (CRD) report, which will be released

this year.

More than ever, the standout performers of Scales this year

were our staff. We are immensely proud of the efforts of all our

people around the world, who have worked extremely hard in

difficult circumstances. To them, we say a sincere “thank you”.

Welcome to our Annual Report for our 112th year of trading.

Weathering the Storm

At the heart of Scales is resilience and tenacity. Cyclone Gabrielle may have wreaked havoc

on Hawke’s Bay, but it did not suppress the ability of our people to recover from adversity.

BeforeAfter

Introduction

Scales Corporation Limited

Australia
USA

Belgium

New Zealand

Contents

02

Introduction

04

Key 2023 Highlights

06

Managing Director and Chair’s Report

16

Sustainability Report

22

Divisional Overview

40

Leadership Profiles

44

Financial Statements

90

Independent Auditor’s Report

94

Corporate Governance

113

Director Disclosures

117

Glossary

119

Directory

Horticulture

Juice manufacturer

Vertically integrated

apple grower,

packer & marketer

Apple marketer

Logistics

Air & sea freight

Global Proteins

Petfood ingredient

procurers, processors

& marketers

Edible protein exporter

Operational Locations

Introduction

Annual Report - Year Ended 31 December 2023Annual Report - Year Ended 31 December 2023

Our Numbers
Revenue

$565.4m

(2022: $619.2m)

Key Highlights

Scales Corporation Limited

3.92m
TCEs of all apples exported

(2022: 4.58m)

2.73m

TCEs of own-grown

apples exported

(2022: 3.32m)

$38.4m

Underlying NPAT

(2022: $46.4m)

$24.7m

N PAT

(2022: $38.2m)

$19.0m

Underlying NPAT attributable

to shareholders

(2022: $27.6m)

$5.2m

NPAT attributable

to shareholders

(2022: $19.4m)

10.8%

Return on capital employed

(2022: 13.5%)

$67.5m

Underlying EBITDA

(2022: $77.9m)

13.4c

Underlying earnings per share

(2022: 19.5c)

3.7c

Earnings per share

(2022: 13.7c)

$12.0m

Net cash

(2022: $27.0m)

19.0c

per share

Dividends paid

(2022: 19.0c)

5.8m

litres of juice sold

(2022: 5.7m litres)

1 3 7,47 7 MT

of petfood ingredients sold

1


(2022: 158,595 MT)

1

Includes 100 per cent of volumes from

relevant businesses, i.e. total volumes

controlled directly and indirectly by Global

Proteins, but excludes volumes sold by

Meateor Australia and Esro Petfood.

26,010

TEUs of ocean freight managed

(2022: 27,580 TEUs)

Key Highlights

Annual Report - Year Ended 31 December 2023

Managing
Director and

Chair’s Report

Managing Director and Chair's Report

Scales Corporation Limited

On behalf of the Board, we are delighted to
present Scales’ Annual Report for the year ended

31 December 2023 with Net Profit After Tax (NPAT)

of $24.7 million. This was a very commendable

Group performance in a disrupted year,

underpinned by strong Global Proteins earnings.

The Group generated revenue of $565.4 million,

down 9 per cent on the record revenue of the

previous year (2022: $619.2 million).

NPAT Attributable to Shareholders was $5.2 million,

also down on last year (2022: $19.4 million) partly

due to NZ IFRS goodwill impairment and asset

write-downs at Mr Apple of $13.2 million. These

adjustments were due to the impact of Cyclone

Gabrielle together with general market conditions.

Our Underlying results were positive, with

Underlying NPAT Attributable to Shareholders

of $19.0 million, Underlying NPAT of $38.4 million

and Underlying EBITDA of $67.5 million.

We continued to benefit from our diversified

agribusiness strategy, with the strengths of

each division being leveraged to improve the

performance of the Group.

1

Directors and management use non-GAAP (Underlying) profit measures

when discussing financial performance in this document. The Directors

and management believe that these profit measures provide meaningful

information that is helpful to investors and gives them a better understanding

of a company’s financial performance when presented in addition to GAAP (NZ

IFRS) information. Underlying profit measures are used internally to evaluate

performance of our divisions, establish operational goals and to allocate

resources. They also represent some of the profit measures required by Scales’

debt providers. Non-GAAP (Underlying) profit measures are not prepared in

accordance with NZ IFRS and are not uniformly defined, therefore the non-GAAP

profit measures reported in this document may not be comparable with those

that other entities report and should not be viewed in isolation or considered as

a substitute for GAAP (NZ IFRS) measures reported by Scales. Underlying profit

measures were not subject to an audit or review. Underlying NPAT and Underlying

EBITDA are shown before the deduction of share of Non-Controlling Interests.

A full reconciliation between Underlying and NZ IFRS measures is provided on

pages 36 to 39.

Underlying NPAT Attributable to Shareholders

$19.0m

$27.5m

$29.8m

$27.6m

$31.8m

20232019202020212022

Underlying EBITDA

$64.1m

$73.8m

$7 7. 9 m

$67.5m

$62.2m

20192020202120222023

2023

$000's

2022

$000’sVariance

Revenue565,356 619,173 -9%

EBITDA53,675 68,516 -22%

Underlying EBITDA67,5 1 4 77,893 -13%

N PAT24 ,6 74 38,231 -35%

Underlying NPAT38,422 46,396 -17%

NPAT Attributable

to Shareholders

5,235 19,412 -7 3 %

Underlying NPAT

Attributable to

Shareholders

18,982 27,57 7 -31%

Andy Borland (L) and Mike Petersen (R)

The graphs below show the Underlying

EBITDA and Underlying NPAT Attributable

to Shareholders trend for a 5-year period.

Overview – Positive Results in a Testing Year

Annual Report - Year Ended 31 December 2023

Managing Director and Chair's Report

1
Calculated as the difference between the closing share price on 29 February 2024 plus all net dividends paid (a total of $1.62 per share) and the IPO listing price of $1.60.

Esro Petfood

On 10 August 2023, Scales announced it had finalised

an agreement to expand the Global Proteins division

through the subscription for a 50 per cent shareholding

in a newly established petfood ingredient processing

operation, Esro Petfood. Our joint venture partner in the

business is Esro Food Group, a key operator in Europe’s

animal by-product processing with factories in the

Netherlands, Belgium and Spain. Esro Food Group is

owned by the Netherlands-based Rooijackers family,

the Fayman family (who Scales invested alongside

last year in their Australian business) and Rabobank

Investment, the investment franchise of Rabobank.

Esro Petfood is headquartered in the Netherlands, with

its first plant based in Belgium. The site was an existing

processing facility that was previously used by Esro

Food Group for edible by-product processing and has

been converted to a dedicated petfood ingredient

plant. The first processing line was commissioned in the

last quarter of 2023, with the plant commencing salmon

and beef processing sourced from the Netherlands.

This investment complements our existing petfood

ingredients businesses in the USA, New Zealand

and Australia and continues to demonstrate our

commitment to Global Proteins, in terms of both

expanding our geographical reach as well as the range

of products that we are able to supply.

We are delighted to welcome Esro Food Group

to the Scales Group.

Shareholder Returns

We continue to be conscious of the long-term return to our

shareholders. Shareholders who invested in our IPO in July

2014 will have achieved a 198 per cent return

1

on funds

invested to the end of February 2024. By comparison, an

investment in the S&P NZX50 would have delivered a 126

per cent return on funds invested over the same period.

Strategy

Scales’ Mission

To be the foremost investor in, and grower of, global

agribusinesses by leveraging its unique insights,

experience and access to collaborative synergies.

Scales’ Long-term Goal

To generate a long-run average 12.5 per cent ROCE across

the portfolio.

Corporate and Competitive

Strategies

Our investment pillars determine our portfolio & capital

allocation across 3 key divisions. While all divisions have

different business models, we are able to leverage our

knowledge, partnerships, and Group synergies to create

competitive advantages and generate sustainable value

for our stakeholders.

Managing Director and Chair's Report

Scales Corporation Limited

Strategic Update
We continued to proactively search for and review potential investment opportunities, both internal and external during 2023.

Our strategy is outlined below.

We have committed to refresh our Group strategy to integrate our climate assessment process, after we have set our greenhouse

gas emissions assurance base year in 2024. Embedding climate assessment into our strategic framework will allow us to test the

resilience of our existing strategy and also allows us to review our targets and reset them accordingly.

We were delighted to be nominated as a finalist in the Best Growth Strategy category for the Deloitte Top 200 awards in 2023. This

award recognises an organisation’s outstanding growth performance. Criteria include:

• Revenue and profit growth of the previous year

• Whether the growth appears to be sustainable

• Whether the growth is based on international business expansion

• The short and long-term advantages of growth for the organisation

This nomination provided us with positive recognition of the strategic direction being undertaken by the Group and we were proud to

be one of only 3 finalists.

Mission

To be the foremost investor in, and grower of, global agribusinesses by leveraging our unique insights,

experience and access to collaborative synergies

Goal

12.5% ROCE

Portfolio & Capital Allocation

Horticulture

LogisticsGlobal Proteins

Investment Pillars

People and

Partnerships

–People first approach

–Strong partnerships

across the value chain

–Leverage our internal

capability and skills

Sustainable Growth

–Sectors/businesses that

align to long term trends

–Businesses that

are protecting and

preserving their

resources

–Diversification of

customers/markets/

products

Operational Excellence

–Ability to add value

through innovation

and efficiency

–Consistent quality

and service delivery

through knowledge,

location and technology

Customer Focused

Innovation

–Product leadership -

development of

new products

–Customer intimacy -

integrated business

planning and

customisation to their

specific needs

Competitive Strategy

Product

–Investment in new petfood

ingredient products

–Develop broader species

mix in petfood ingredients

–Investment in new plant

varieties

–Redevelopment to

position variety mix

towards growth markets

Market/Channel

–Develop integrated

channels and business

plans with our petfood

customers

–Enter new markets for

our petfood ingredients

–Continue to develop

Mr Apple’s brand/sales

channels across Asia

markets

Infrastructure/Systems

–Investment in new

ERP systems across

Global Proteins

–Continual assessment

of orchard/post-

harvest location and

infrastructure

–Investment in new

processing technology/

automation (all divisions)

Resources

–Decarbonisation

roadmaps (all divisions)

–Improve water

efficiencies (all divisions)

–Improve orchard

practices to reduce

inputs (Mr Apple)

–Develop a Group-wide

people strategy

Annual Report - Year Ended 31 December 2023

Managing Director and Chair's Report

Specific Strategic Targets
TargetStatus

Group

Financial and operational

• Maintain financial returns in line with, or above,

industry returns

• Continue to seek acquisitive and organic growth

opportunities to expand the business

Excellent Progress

• Investment made in Esro Petfood

• Other acquisition and internal growth opportunities

regularly reviewed

Shareholder returns

• Continue to provide shareholders with an attractive

yield on dividends

• Deliver capital gains and shareholder liquidity

through careful strategic execution

Ongoing

• Interim dividend of 4.25 cents per share paid in January

2024, with second instalment to be reviewed and

advised on in early May 2024

• Group ROCE of 10.8 per cent

Sustainability

• Develop Group and divisional sustainability

strategies, including clear goals and targets

• Further develop and evolve our reporting and

measuring of key sustainability aspects affecting

Scales’ businesses

Good Progress

• First standalone CRD report to be released in 2024

• Positive progress on people strategy, particularly at

Mr Apple

• Progress on our water and decarbonisation initiatives

Global Proteins

Increase scale and expand offering

• Review strategic initiatives and consider organic and

acquisition opportunities to increase divisional scale

Excellent Progress

• Continued to benefit from diversified geographies and

proteins provided by divisional businesses

• Established the Esro Petfood joint venture

• Commissioned the Meateor Australia plant, with first

sales made towards the end of 2023

• Commissioned the first processing line at Esro Petfood

• Introduced new blending capability in New Zealand and

the USA

• Ongoing global growth opportunities being actively

investigated

Horticulture

Operational and branding

• Reach 4 million TCEs of our own-grown apples

• Continue to increase market penetration into Asia

• Continue to develop the Mr Apple brand, particularly

within our key markets of Asia and the Middle East

• Acquire new Plant Variety Rights (PVRs) to meet

emerging needs

• Redevelop lower-performing orchards and varieties

into higher value crops

Ongoing

• 2.73 million TCEs exported

• Significant proportion of sales made to the Asia and

Middle East markets

• A wide variety of marketing and branding initiatives

undertaken, particularly across the Asia and the

Middle East region

• Continued growth in sales of PVRs such as Dazzle™

and Posy™

• Development of Dazzle™ and Posy™ accelerated

during 2023

Logistics

Expand logistics offerings

• Develop scale to utilise the expertise and capacity

within the team

Ongoing

• Strategic benefit of in-house logistics provider reiterated

during period of geopolitical tensions in key trade routes

Scales Corporation Limited

Managing Director and Chair's Report

Sustainability
Scales is focused on:

• Our broader obligations as a responsible corporate citizen

• The desire of our stakeholders to receive clear reporting

on our environmental footprint and sustainability

improvements

• Our ability to better identify and manage all risks (as well

as opportunities) facing the business and align our future

strategic plans

The effects of Cyclone Gabrielle reinforced the commitment

and resilience of our teams. Whilst we were thankful that

all our team members were safe and well following the

Cyclone, there were many within the Hawke’s Bay community

that were not as lucky. We supported our staff, including

our Recognised Seasonal Employer (RSE) workers, in the

weeks and months following Cyclone Gabrielle with tailored

assistance, counselling, well-being workshops, replacement of

possessions and medical health checks. At Mr Apple, this has

been accompanied by progress made on its people strategy,

including annual leadership programmes and new digital

systems.

Progress across the environment categories has focussed

on water and decarbonisation initiatives, including upgrade

of the boiler at Shelby’s Amarillo plant, refrigeration upgrades

at Meateor NZ and new electric forklifts, installation of a new

condensing boiler unit and CO

2

refrigeration at Meateor

Australia. We have also implemented water efficiency

initiatives, including commissioning a new water reticulation

system at Mr Apple. The latter system is reducing water usage

at the Whakatu packhouse.

Our summary Sustainability Report is provided in the next

section, and we will be publishing our inaugural standalone CRD

report this year. We hope that you will take the time to read both

of these reports.

Scales’ Team

Our people are the lifeblood of our operations and our

success is largely down to the skill and ability of our staff and

management teams. We believe that we have a strong and

unique culture and it is important to us that we nurture highly

inclusive workplaces where our people can excel personally

and professionally, whilst contributing to the Group’s success.

Health and safety continues to be a primary focus for us

and we are proud of our health and safety programmes.

We welcome feedback on this as well as any other human

resource matters, and we will continue to make improvements

as our people are our number one priority.

It has been inspiring to see the results of the hard work of

everyone this year despite the adversity that they faced. The

tenacity and resilience of everyone has been impressive.

Accordingly, on behalf of the Board, we would like to say thank

you to each and every Scales team member for their hard

work. Without them, we would not be in the positive position

that we are in.

Appropriately Incentivising

our Team

Compensation of the Scales’ management team continues to

link remuneration with the delivery of the strategies as directed

by the Board, drive a performance-led culture and connect the

long-term sustainable success of the business with our values.

It also aligns to retaining and developing high-performing team

members as well as promoting positive personal performance.

We have therefore maintained a strong incentive-based

remuneration scheme, with shorter term incentives being

balanced alongside long-term business and shareholder

interests. Our remuneration philosophy and analysis of

executive remuneration is detailed more fully in the Corporate

Governance Statement on pages 94 to 112.

Board Succession – Mike Petersen

As announced last year, Mike Petersen was appointed as the 10

th

Chair of Scales at the

2023 Annual Shareholders’ Meeting (ASM), taking over from Tim Goodacre.

Mike has over 30 years’ management and governance experience in the agribusiness

sector, including as New Zealand’s Special Agricultural Trade Envoy for 6 years. In this

role he advocated for New Zealand’s agriculture trade and market access interests and

identified opportunities for New Zealand to commercialise its agricultural expertise

offshore. Mike also has advisory roles with a number of other privately-owned companies.

We are delighted to welcome Mike to the Board and to be able to benefit from his

knowledge. Additional background on Mike is provided in our Leadership Profiles section.

Mike Petersen

Annual Report - Year Ended 31 December 2023

Managing Director and Chair's Report

Income Statement
2023

$000’s

2022

$000’s

Revenue565,356 619,173

Underlying EBITDA6 7, 5 1 4 77,893

Underlying EBIT48,061 58,207

Underlying NPAT38,422 46,396

After tax impact of:

Non-cash, NZ IFRS and other adjustments(13,748)(8,165)

N PAT24,674 38,231

Underlying NPAT Attributable to Shareholders18,982 2 7, 5 7 7

NPAT Attributable to Shareholders5,235 19,412

Capital employed440,958 445,670

Return on capital employed10.8%13.5%

Group Financials

Summary

In a unique and testing year, Scales delivered admirable results for the year ended 31 December 2023.

Underlying NPAT Attributable to Shareholders was $19.0 million and Reported NPAT Attributable to

Shareholders was $5.2 million. Revenue was $565.4 million and Underlying EBITDA was $67.5 million.

Additional detail of the performance of each division is provided in the Divisional Overview section.

Scales Corporation Limited

Managing Director and Chair's Report

Capital Management
ROCE is a measure of how efficiently we are generating a return on our assets. It continues to be an important performance metric

for each division and the Group and is at the heart of how we monitor the performance of the portfolio and make decisions around

capital expenditure. Prior to committing to an investment in assets, we need to be confident that we will generate a return that meets

or exceeds our targets.

The ROCE targets vary by division, given each division’s specific asset and risk profiles. In 2023, ROCE was affected by lower earnings.

20232022

ROCE

Global Proteins46.8%67.4%

Horticulture-1.0%-0.4%

Logistics39.4%61.1%

Group10.8%13.5%

Target12 .5%12 .5%

Group capital employed decreased by $4.7 million in 2023, primarily as a result of goodwill impairment and asset write-downs in the

Horticulture division.

Scales’ Reported basic earnings per share for the year ended 31 December 2023 was 3.7 cents per share (2022: 13.7 cents per

share)

1

. Scales’ Underlying basic earnings per share for the year ended 31 December 2023 was 13.4 cents per share (2022: 19.5 cents

per share.

Financing

Average Net Debt for the year was $8.9 million (2022: Net Cash $21.9 million), a reduction of $30.8 million, with the movement

primarily relating to investments in Fayman, Meateor Australia and Esro Petfood as well as Cyclone-related capital expenditure.

Hedging Strategy

As an exporter, we continue to have significant exposure to foreign exchange movements. This is most prevalent in Mr Apple, with

our Global Proteins and Logistics divisions also affected. We also have exposure to movements in interest rates, both on borrowings

and deposits.

Scales has a Board approved Treasury Management Policy, which governs how all foreign exchange, interest rate and related

activities are conducted. This policy is reviewed biennially.

Under this policy we may take foreign exchange cover for Mr Apple for up to 60 months forward using a variety of foreign exchange

instruments (including options and forward contracts). Scales maintains a blend of instruments. In addition, Scales manages the

cover levels for seasonal and market variations for future years.

We continue to have a natural hedge covering some of our US dollar exposure as international shipping is payable in US dollars. We

take cover on the remaining expected net US dollar, Euro, British pound and Canadian dollar exposures.

In general, Global Proteins and Logistics take foreign currency cover once exposures have been confirmed.

The average conversion rate of Mr Apple’s main foreign

currency exposures since 2020 were as noted below.

2023202220212020

USD.6515.6588.6697.6424

EUR.5452.5449.5455.5671

GBP.4912.4962.5027.5101

CAD.8407.8597.8651.8657

1

Based on the weighted average number of ordinary shares

Foreign currency

In 2023, Mr Apple’s net foreign currency

exposures were as shown below.

Euros 12%

Canadian dollars 2%

US dollars 79%

British pounds 7%

Annual Report - Year Ended 31 December 2023

Managing Director and Chair's Report

The hedging position for Mr Apple’s main foreign currency exposures, as at 29 February 2024, was:
20242025202620272028

USD

% cover of expected exposure100%85%74%51%39%

Average rate of cover.6358.6307.6110.5949.5941

EUR

% cover of expected exposure86%81%67%39%18%

Average rate of cover.5475.5449.5347.5419.5130

Interest rates

In addition, we take out interest rate swaps and forward rate agreements, which provide some certainty on interest costs on

Scales’ long-term and short-term borrowings. We funded the US dollar investment in Shelby via a US dollar term loan to provide

a hedge on the investment. Similarly, we funded the Fayman and Meateor Australia investments via an AUD term loan. As at

31 December 2023 our US dollar term debt was 47 per cent hedged by interest rate swaps.

Dividend

A final 2022 fully imputed cash dividend of 9.5 cents per share (a gross amount of 13.2 cents per share) was paid on 7 July 2023.

Together with 2022 interim dividends of 6.0 cents per share (a gross amount of 8.3 cents per share) that was paid on 16 January

2023 and 3.5 cents per share (a gross amount of 4.9 cents per share) that was paid on 31 March 2023, this brought the annual

dividends for 2022 to a total of 19.0 cents per share (a gross amount of 26.4 cents per share).

A fully imputed initial interim 2023 cash dividend of 4.3 cents per share (a gross amount of 5.9 cents per share) was declared

on 8 December 2023 and paid on 18 January 2024. We will review, and advise on, a final dividend for 2023 in early May 2024.

As always, any dividend is subject to Board approval. It is standard practice for the Directors to consider all aspects of the

Group’s performance and financial position prior to declaring any dividend. Total dividends are expected to be between

50 per cent and 75 per cent of Underlying NPAT Attributable to Shareholders.

Capital Expenditure

Capital expenditure in 2023 was $17.1 million, an increase of $1.5 million on the prior year (2022: $15.6 million).

A significant proportion of 2023 capital expenditure was Cyclone-related, principally in respect of the replanting and grafting

of trees. Other material capital expenditure related to capital work-in-progress at Shelby, more details of which will be provided

once complete.

2023

$000’s

2022

$000's

Operational capital expenditure

Global Proteins2 ,622 1,631

Horticulture2,291 2 ,607

Logistics234 168

Other137 26

Total operational capital expenditure5,284 4,431

Margin sustainability capital expenditure

Horticulture944 6,564

Total margin sustainability capital expenditure944 6,564

Growth capital expenditure

Global Proteins3,535 1,860

Horticulture210 2 ,730

Total growth capital expenditure3 ,74 5 4,590

Cyclone capital expenditure

Horticulture7,162 -

Total Cyclone expenditure7,162 -

Total capital expenditure1 7,1 3 5 15,585

Scales Corporation Limited

Managing Director and Chair's Report

Outlook
Whilst the start of 2023 presented us with some challenges, we finished the year positively, with earnings at the top end of

our market guidance. Our balance sheet remains strong and our divisions did an admirable job of executing their respective

strategies during testing times.

Within the Global Proteins division, we anticipate that our petfood customers will continue to rebalance their inventory levels

to pre-COVID levels. Meateor Australia and Esro Petfood continue to progress through their transitional and start-up phases

respectively, and we look forward to realising exciting opportunities from these key markets in the long-term. We also continue

to investigate both internal and external expansion opportunities globally.

For Horticulture, the 2024 apple harvest has commenced with picking and packing operations underway. Current crop

indications are positive and there is strong initial demand for our early fruit.

Cyclone Gabrielle touched the lives of a significant number of our staff members, and many more people within our Hawke’s Bay

community. Their hard work in the face of adversity, and the willingness to go above and beyond, was testament to the ‘Stronger

Together’ culture that exists within the Group as a whole.

We are also delighted to advise that the Board has reappointed Andy Borland for a further 5-year term as Managing Director.

Andy’s contribution to the Group has been significant and we look forward to a continuation of this work over the following years.

On behalf of the Board, we would like to thank all our management and staff, fellow Directors, suppliers, customers and other

stakeholders for their hard work, support and commitment in our 112

th

year of trading.

Mike Petersen

Chair

18 March 2024

Andy Borland

Managing Director

Annual Report - Year Ended 31 December 2023

Managing Director and Chair's Report

Forward
Together

Sustainability Report

Sustrainability Report

Scales Corporation Limited

Introduction
2023 was a disruptive year for Scales with Cyclone

Gabrielle creating devastating impacts in Hawke’s Bay.

Whilst the focus has been on the recovery and supporting

our community, we have made good progress on our

sustainability agenda by preparing our first Climate-Related

Disclosures (CRD) report, which will be published by 30 April

2024 (https://scalescorporation.co.nz/sustainability), hiring

our first Group Sustainability Manager and working to develop

a more thorough greenhouse gas emissions inventory.

2023 sustainability snapshot:

• Prepared our first mandatory CRD report

• Developed our first Sustainability Policy and Emissions Inventory Policy

• Mr Apple’s sixth year in the Toitū Carbon reduce programme

• Donated $250,000 to the Cyclone Gabrielle recovery in Hawke’s Bay

• Reinstated our regenerative trial on 2 Mr Apple orchards

• Mr Apple reduced its Lost Time Injury (LTI) rate by 43 per cent since 2022

• Increased female leaders / management by 15 per cent since 2022

• Completed several decarbonisation and water reduction initiatives

Materiality

Considering the views and perspectives of Scales’ internal and external stakeholders is important to us, which is why Scales

has committed to periodically conduct materiality assessments. We define materiality through the Global Reporting Initiative

(GRI) framework of double materiality, which considers both financial and non-financial impacts to a wider stakeholder group.

Our last assessment was in 2021, conducted by thinkstep-anz. This assessment gave us an extensive list of material topics,

which we then narrowed down to key areas (see below). We will be updating our materiality assessment prior to our strategic

refresh in 2025.

>1,200

RSE workers

43%

Female senior leadership /

management staff

36%

Permanent female

staff Scales-wide

~600

Permanent staff members

47 years

Longest serving employee

39

Operational sites

1

1

Owned or leased.

People

People affordability

Labour security

Health, safety &

labour practice

Marketplace

Market access

Consumer preferences

Innovation

Regulation

Environment

Water management

Carbon emissions

Climate conditions

& weather events

Biodiversity

Corporate

Brand reputation

Annual Report - Year Ended 31 December 2023

Sustrainability Report

People
Mr Apple People Strategy and Initiatives

As the largest employer across Scales group with over 2,000 staff at peak season, it is important for Mr Apple to attract,

retain, create a positive work culture and drive high performance. To best support their employees, Mr Apple formalised its

5-year people strategy at the end of 2021, making great progress since then.

2023 Mr Apple initiatives and 2024 goals are outlined below:

PillarPurpose2023 initiatives 2024 goals

People and

culture

digitalisation

Automation of

people processes

and transactional

people activity

Implementation of two modules

(remuneration and engagement surveys)

of the new Human Resource Information

System (HRIS) and full roll out of the

Applicant Tracking System (ATS)

RSE recruitment integrated

into the ATS system

(centralised recruitment

across the 2,000+ staff)

Attraction

and retention

Create and launch a

brand narrative that

aligns to our Employee

Value Proposition

(EVP) and connects to

talent by engaging with

schools, polytechnics and

universities

Embedding our domestic brand,

which is built around our EVP

Increased online presence across

multiple channels (LinkedIn,

Facebook, Instagram, etc)

Market review of ATS providers

Programmes run in partnership

with industry bodies

Widening our visibility within

the community both inside

and outside the industry and

leveraging our partnerships

Leadership

development

Identify and develop the

skills of current and future

leaders to ensure there is

a strong pipeline of talent

and a positive culture

Programmes rolled out to business

support services personnel, with

improved content for our second

year course for our orchards and

post-harvest staff

Continue to embed the Mr Apple

Leadership Programme in the

business and measure success

Build and deliver bite-size

training to provide ‘just in time’

upskilling in people skills (e.g.

respect & dignity, recruitment)

Succession

planning

and talent

development

To ensure that Mr Apple

continues to run smoothly

and without interruption

after critical talent move

on to new opportunities,

retire or other

Mapping talent across orchards for

succession planning

Mapping talent across post-

harvest and business support

services (IT, People & Culture,

Finance, Sales, Marketing,

Logistics and Operations, and

identify successors)

Performance

and reward

management

Develop a framework to

improve performance

measurement and

monitoring, and drive a

high-performance culture

Introduced a pay-for-performance

model, implemented pay principles

and automated the end of year

remuneration process

Implementation of the

performance and reward

management framework via

our HRIS (connected to our

pillar of Digitisation)

Career pathways

and personal

development

Help employees to grow

and shape their careers

on their competencies

and interests

Since 2021, Mr Apple has

implemented a job-sizing

methodology

Develop career pathways via

the ‘My Career’ hub on Mr

Apple’s intranet

Scales Corporation Limited

Sustrainability Report

Other initiatives implemented in 2023 include:
• Internal communications: built Mr Apple’s first intranet

platform, The Crunch, in 2022. In 2023, Mr Apple made

this accessible to all permanent, seasonal and RSE staff,

to connect and inform them on key company initiatives,

updates, celebrations and safety information

• Sow the Seed: a 6-month pilot program giving 2 year-12

students the opportunity to understand the horticulture

industry. They will gain exposure to career paths on-

orchard, post-harvest and within our business support roles

Cyclone Gabrielle

Hawke’s Bay suffered significant loss and disruption as a result of

Cyclone Gabrielle in February 2023. Three of Mr Apple’s orchards

suffered extensive damage and a 4th orchard was moderately

affected. The recovery effort required was larger than predicted

and extensive orchard remediation was undertaken by our teams.

The primary focus has been on supporting our people and

community, with initiatives including:

• Committing $250,000 in donations to the recovery, with

donations being distributed to the Evergreen Foundation and

the Rural Support Trust, which provide a wide range of support

services for Cyclone-affected families and communities

• Providing tailored assistance to staff members who were

particularly affected

• Offering third-party facilitated wellbeing workshops to all staff,

providing specialist trauma advice and tools

• Providing financial contributions towards replacing lost

belongings and offering free legal services for insurance

issues

• Supporting our RSE teams post-cyclone by providing

counselling from Vitae (an Employee Assistance Programme

provider)

• Immediately housing displaced RSE workers at our

Hastings accommodation centres and providing them

with new personal possessions

• Partnering with the District Health Board to undertake

medical health checks for our RSE workers, particularly

those involved in evacuations

• Providing laundry services to the community, keeping

our facility operating for 6 days a week with the help

of volunteers who delivered ~500 loads a month to affected

families

• Assisting other growers with their harvest by lending machinery

and helping with their remediation works where possible

Health & Safety

For Scales, health, safety and wellbeing is one our top priorities

and continues to be a focus for our everyday operations.

Improvements continued to be made across the Group, with

Mr Apple shifting to a Health, Safety and Wellbeing Partnership

model, which meant more on-site support and proactive action,

leading to a reduction in its LTI rate of 43 per cent since 2022.

This was supported by the ongoing use of an in-house Injury

Management Specialist (physiotherapist) to work with on-

orchard and post-harvest teams on injury prevention while also

supporting injured staff on a quicker recovery.

Community

Mr Apple and Napier Port joined together in 2023 to help

support the health of the waterway that runs along the back of

Mr Apple’s Whakatu property, Graeme’s Drain. Native plants

were donated by Mr Apple, which now line the strip and will

improve the stream health and water quality. The plants will

help filter out sediment and unnecessary nutrients before

they go into the water, stabilise the bank to reduce erosion and

provide shade to keep the water temperature healthy.

Mr Apple continues to support the community through the

following initiatives:

• Donating non-export apples to food banks throughout the

country

• Providing apples to sporting events including the Peak

Trail Blazer

• Hosting a yearly planting day, with RSEs volunteering

their time

Additionally, Mr Apple continues to offer ongoing

assistance to staff members who were impacted by

Cyclone Gabrielle. We hosted an end of year function with

around 350 permanent staff who gave donations, which

were distributed to individuals and families in need.

RSE Spotlight

Mr Apple’s RSE strategy is built around partnering with

Pacific Island governments to develop recruitment plans

that can meet the goals of their respective communities

and Mr Apple. Mr Apple develops and maintains strong

bilateral links with the governments from the 8 Pacific

Island countries it employs from and is exploring ways to

enhance the strength of these partnerships.

One example has been our partnership with the Fijian

Government to select workers from communities in need.

One of these communities is Kia Island in the very north of

Fiji, which was struck by category 5 Cyclone Yasa. Mr Apple

was able to offer employment to a team from the island,

which will support the rebuild of their community.

Supporting the Hastings –

Falealili Partnership

Mr Apple has employed Samoan workers since the

beginning of its participation in the RSE scheme. Over

this time we have developed a strong relationship with the

communities of Falealili District, with both communities

having benefited from this arrangement. The Mayor of

Hastings, To’asavili Sandra Hazlehurst, has received a

chiefly title and signed a sister city agreement with the

district of Falealili, further strengthening the relationship

with this community.

Annual Report - Year Ended 31 December 2023

Sustrainability Report

Having a global market presence across multiple sectors means Scales needs to adapt to
changing market requirements and customer demands. Scales will continue to invest in

infrastructure, people, systems and processes to produce safe and sustainable products.

Marketplace

Certifications and Audits

Completing sustainability audits is essential for promoting transparency, accountability and continuous improvement in

an organisation’s sustainability performance. Accordingly, our business units are engaged in the following programmes:

• Meateor New Zealand and Meateor Australia complete regular Sedex Members Ethical Trade Audit (SMETA) and

Ecovadis audits, measuring their environmental, social and ethical performance

• Mr Apple completes regular audits from Brand Reputation through Compliance (BRC) and GLOBALG.A.P. (GG):

–Updated versions of the Global Food Safety Initiative audits (BRC and GG) have shown increased interest in both the

ethical and environmental aspects of the audits, along with an increased focus in the food safety culture of the business

–Customer and market audits have increased following the removal of COVID restrictions

Scales Corporation Limited

Sustrainability Report

Environment
In 2023 Scales has focused on building our processes and upskilling our business

units on the requirements of the new mandatory CRDs. We have now built this into our

annual processes, which will result in climate assessments being integrated into our

group strategic frameworks.

Looking to 2024, Scales will be focusing its efforts on

completing a Scope 3 screening exercise as we establish our

emissions base year. Following this, we will refresh our Group

strategy, aligning appropriate targets. This work will build

on the decarbonisation roadmaps and water footprints we

developed in 2022. While targets will not be set until 2025,

after our assurance base year, the business units have been

using the roadmaps to begin their decarbonisation journey.

Meateor New Zealand has completed a number of initiatives

contributing to a reduction in emissions and leading to more

efficient factories:

• Installed LED lights in the Dunedin plant, replacing neon units

• Installed a new refrigeration plant in Hastings for its plate

freezers. This has the potential for heat recovery, reducing

gas usage in the future

• Moving to a lower Global Warming Potential (GWP)

refrigerant for its chiller unit

Scales Logistics is trialling a partnership with Future Post,

a company that recycles domestic and commercial waste

plastic into premium products, to take a portion of its plastic

packaging for recycling. Future Post partners with Kilmarnock

Enterprises, a social enterprise creating employment and

development opportunities for people with intellectual

disabilities in Christchurch. Kilmarnock Enterprises accepts

plastic from Scales Logistics, which is baled before delivery

to Future Post, who recycle it into premium fencing. The

fencing is designed to have a range of performance and

environmental benefits and can be used across operations

from marine to agriculture. Scales is investigating how we

can expand this relationship to other business units to divert

more plastic waste from landfill.

Shelby installed a new boiler at Amarillo, completed in August

2023, which increased the fuel utilisation efficiency of the

boiler by 18 per cent. In addition, Meateor Australia’s newly

commissioned plant in Melbourne included initiatives such as

electric forklifts, the installation of a condensing boiler unit to

reduce the water heating requirement and a CO

2

refrigeration

system for the plate freezers.

Regenerative Trial

Mr Apple continues to focus on its pest and disease

strategy with a regenerative planting trial. The trial began

on Kinross Orchard in 2022 although this was unfortunately

damaged by Cyclone Gabrielle. However, Mr Apple

restarted the trial in December 2023, reinstating Kinross

and establishing Blyth Orchard with 4 inter-row treatments.

The potential benefits we are seeking to prove include

increased soil organic matter together with improved

nutrient and water holding capacity. This will hopefully

improve drainage, the overall health of the trees and

reduce required orchard inputs.

Testing in December 2023 and February 2024 will give us

baseline data for comparison of soil characteristics. Fruit

quality will then be tested in May 2024.

Water efficiencies

Mr Apple is Scales’ largest water consumer, accounting for

96 per cent of water usage across the Group. Mr Apple has

already made water reductions, largely from the installation

of its water reticulation system at its Whakatu packhouse,

which was fully operational in 2023. This recycles water

from the processing line, filtering it through five tanks.

Additionally, further water metering was installed on-

orchard to continually improve our data.

We continue to investigate ways we can reduce our

freshwater consumption, improve water quality and recycle

water where possible.

Annual Report - Year Ended 31 December 2023

Sustrainability Report

Structure
builds

confidence

Divisional Overview

Divisional Overview

Scales Corporation Limited

Global Proteins
Overview

Our Global Proteins division converts agricultural by-

products into valuable food commodities. The division

comprises 6 business operations:

• Meateor NZ – 50 per cent ownership of a processor and

marketer of petfood ingredients for the global petfood

industry with processing plants in Whakatu and Dunedin

• Meateor International – 100 per cent ownership of a

supplier and marketer of petfood ingredients from

Australia and other markets

• Shelby – 60 per cent ownership of a US procurer, processor and

marketer of ingredients for the petfood industry

• Fayman – 50 per cent ownership of the Australian operations of

Fayman International and 42.5 per cent ownership of ANZ Exports, a

global exporter of edible proteins sourced principally from Australia

• Meateor Australia – 33.33 per cent ownership of a new petfood

protein manufacturing facility in Melbourne

• Esro Petfood – 50 per cent ownership of a newly established

petfood ingredient processing operation in Europe

This section provides a summary of each of our 3 operating divisions, including

their performance and key operating statistics. In line with our Group results,

we focus on the Underlying financial performance of our business divisions,

excluding certain non-cash NZ IFRS and other adjustments.

Meateor NZ*

Petfood ingredient

processor and marketer,

New Zealand

(50%)

Shelby Foods**

Petfood ingredient

procurer, processor

and marketer, USA

(60%)

Fayman*

Edible by-products

exporter, Australia

(50% Fayman International /

42.5% ANZ Exports)

Esro Petfood*

Petfood ingredient procurer,

processor and marketer.

Europe

(50%)

Meateor

International**

Petfood ingredient supplier,

Australia & other markets

(100%)

Meateor Australia*

Petfood protein

manufacturer, Australia

(33.33%)

*Equity accounted.

** Fully consolidated into Scales’ financial results, with Shelby non-controlling interest of $19.4 million deducted from NPAT (2022: $18.8 million)

Annual Report - Year Ended 31 December 2023

Divisional Overview - Global Proteins

20232022
Key Operational Metrics

Petfood ingredients volume soldMT1 3 7,47 7 158,595

Edible proteins volume sold*MT85,900 9,047

Financial Performance$000's$000's

Global Proteins revenue298,547 319,923

Underlying Global Proteins EBITDA 54,520 60,158

Depreciation and amortisation(791)(747)

Depreciation of right-of-use assets(66)(64)

Underlying Global Proteins EBIT53,662 59,347

Global Proteins EBITDA 52,245 58,913

Global Proteins EBIT51,388 58,102

Capital employed120,848 106,605

ROCE46.8%67.4%

*2022 - 2 months only

NB: A reconciliation of Underlying to Reported profit measures follows this Divisional Overview section.

Operational Summary

Global Proteins produced a solid performance in a year

when its petfood ingredient customers were rebalancing

their inventories to lower, pre-COVID levels and we were

undergoing the first year of our Australian transition.

This resulted in a 13 per cent decrease of petfood

ingredient volumes sold, from 158,595 MT to 137,477 MT.

We are also pleased to provide details of the edible

proteins volumes sold by Fayman, with its volumes for

its first full year of trading with us being 85,900 MT.

Operational and Financial Performance

The table below outlines key operational metrics and the summarised financial performance for Global Proteins.

Volumes Sold (MT 000s)

2019202020212022*2023**

111.0

115.7

149.2

158.6

9.0

1 3 7. 5

85.9

Edible ProteinsPetfood Ingredients

* 2022 edible proteins volumes are for a 2 month period.

** 2023 petfood ingredient volumes exclude those sold at Meateor Australia and Esro Petfood, both of which were operational by the end of 2023.

Scales Corporation Limited

Divisional Overview - Global Proteins

Financial Summary
Despite the market conditions, the division performed well,

adjusting its operations accordingly. Revenue was $298.5

million, a 7 per cent decrease on prior year (2022: $319.9

million), whilst Underlying EBITDA was $54.5 million, a 9 per

cent decrease (2022: $60.2 million). The division’s profit

margins remained in line with last year.

Fayman produced a pleasing first full year result and we believe

that, as an edible protein exporter, it complements our petfood

ingredients operations well.

We also continued to invest in our 2 newer joint ventures,

Meateor Australia and Esro Petfood. Whilst these are currently

in a start-up stage, we believe these investments will be

extremely strategically important for the long-term.

Margin Performance

The graph below shows the growth in unit revenue and

Underlying EBITDA for petfood ingredients over the last 5 years.

The key drivers of this positive performance have been:

• An increase in the percentage of processed product versus

traded product, which drives greater margin

• A change in species mix to higher margin products (e.g. beef)

• The introduction of blending and new product development

at key US facilities, leading to improved product mix,

increased yields and higher margins

• Leveraging of our supply chain excellence and reliability

during COVID to drive overall division performance

• The ability to manage supply / demand dynamics

maintaining margin despite lower volumes in 2023

EBITDA / kg (rhs)Revenue / kg (lhs)

Petfood Ingredients Revenue and Underlying EBITDA / kg

20232019202020212022

$2.56

$1.83

$ 1.79

$2.35

$1.69

$0.00$0.00

$0.50

$0.05

$1.00

$0.10

$1.50

$0.15

$2.00

$0.20

$2.50

$0.30

$0.25

$3.00$0.40

$0.35

Industry and Strategy Update

The petfood market is large, growing and underpinned by

influential global trends:

• There is a large and growing pet population linked to socio-

demographics changes and growth in emerging markets

• There is increasing premiumisation driven by rising

incomes and humanisation of pets

• It has proven to be resilient to recessions and downturns

• The US has become the largest exporter of petfood

products to China

This growth, and related downstream investment in

capacity, has led to concerns around supply chain reliability

and supply capacity.

As a result, we believe that Scales is uniquely positioned to

capture this opportunity due to our track record, investment

strategy, supply chain excellence and business model.

Annual Report - Year Ended 31 December 2023

Divisional Overview - Global Proteins

Strategic Milestones Achieved During 2023
During 2023, the Global Proteins division made significant progress towards it strategic goals. These included:

• Commissioning the Meateor Australia plant, with first sales being made in the last quarter of 2023

• Establishing the Esro Petfood joint venture and commissioning the first processing line in Belgium in the last quarter of 2023:

• The plant has already commenced salmon and beef processing, sourced from the Netherlands

• Other locations and site optimisation will be investigated throughout 2024

• Introducing new blending capability:

• A blending project in Hastings was completed

• A new blending line in the Dodge City toll processing plant was commissioned

We look forward to updating you on our progress in 2024.

Salmon processing at Esro Petfood

Esro Petfood

Meator Australia

2024 Outlook

The outlook for Global Proteins is positive with 2024 starting well. However, we anticipate there will be some

further re-balancing of inventories amongst petfood manufacturing customers in the first half of 2024.

Whilst Meateor Australia and Esro Petfood made significant progress in 2023, both these operations have some

headway to make before they complete their start-up phases. However, once concluded, we believe there will be a

number of exciting opportunities to be realised, and we will work closely with our partners on these.

We look forward to providing further updates on the division’s strategic, operational and financial progress in 2024.

Scales Corporation Limited

Divisional Overview - Global Proteins

Horticulture
Overview

Our Horticulture division comprises:

• Mr Apple – New Zealand’s largest fully vertically integrated apple business, based in Hawke’s Bay

• Fern Ridge – a fresh produce exporter in Hawke’s Bay

• Profruit – 50 per cent ownership of a manufacturer of high-quality apple, kiwifruit and pear juice

concentrates, located in Hawke’s Bay

During 2023, we operated 3 packhouses. Each of our packhouses is equipped with high-speed

optical grading machines. Mr Apple also operates 6 coolstores.

Cyclone Gabrielle – Remediation of our Damaged Orchards

Many images have been publicised showing the effect of Cyclone Gabrielle on Hawke’s Bay, and the following are

just a couple of the photos that capture the condition of our orchards immediately following Cyclone Gabrielle and

their current condition, post-remediation.

The ’before’ photo is an example of how the land and trees were devastated, which was upsetting and distressing

to everyone involved.

Thanks to the incredible hard work and tenacity of our Horticulture team, together with support from local and

national governments, most of our orchards have now been remediated and, looking at the ‘after’ photo, it could

be hard to believe that the Cyclone had such a devastating effect. Encouragingly, only around 5 per cent of the

land that we have retained is not currently useable.

Fortunately, the impact of Cyclone Gabrielle is largely expected to be limited to the 2023 season, with volumes

and performance in 2024 anticipated to return to more normal levels.

BeforeAfter

Annual Report - Year Ended 31 December 2023

Divisional Overview - Horticulture

Mr Apple - Sales by Region (TCEs)
Asia & Middle EastEuropeNorth AmericaUK

2022

3

3

8

7

77

75

12

15

2023

Markets

Our apples are sought after around the world, with Mr Apple selling to approximately 115 customers in around 28 countries.

Asia and the Middle East continue to be our largest markets, accounting for approximately 77 per cent of export sales

volumes (2022: 75 per cent).

In 2023, our sales were supported by targeted marketing

activities across the Asia and Middle East regions, but with a

specific focus on China and Vietnam.

In addition to development of the Mr Apple brand, our

emphasis is on the development of high value variety brands

such as Dazzle™, Posy™ and Diva™, which achieve significantly

higher NZD FOB prices than traditional apples. Development

of these varieties was accelerated during 2023 following the

Cyclone, and we anticipate ongoing increases in average

prices as the plantings mature.

Our marketing activities included:

• Retail customers supported with instore sampling activity,

branded point-of-sale displays and packaging material

• Market launches with wholesale customers for key apple

varieties

• Growing our digital and social media presence in key markets,

using data to drive efficiency

• Season launch events undertaken to complement brand

advertising

• Partnerships with social media influencers

• Activities with key opinion leaders and social media influencers,

providing e.g. apple and merchandise as prizes and gifts

Marketing and Branding Developments

Scales Corporation Limited

Divisional Overview - Horticulture

Sampling of 12 varieties of apples at iconic locations in Hanoi, Vietnam
A 5km run held in conjunction with KEEP, a running app in China, which has over 200 million users

Gift packs sent to key opinion leaders, Vietnam

Annual Report - Year Ended 31 December 2023

Divisional Overview - Horticulture

Financial Performance and Key Operating Statistics
Summary Performance

The table below shows the financial performance of our Horticulture division for 2023 and 2022.

2023

$000's

2022

$000's

Horticulture revenue209,939 228,854

Underlying EBITDA

Mr Apple11,286 14,649

Fern Ridge1,786 1,263

Profruit1,762 1,069

Underlying Horticulture EBITDA14,834 16,980

Depreciation and amortisation(9,687)(9,645)

Depreciation of right-of-use assets(8,071)(8,393)

Underlying Horticulture EBIT(2,923)(1,058)

Horticulture EBITDA4,493 10,332

Horticulture EBIT(13,265)(7,707)

Capital employed292,615299,837

ROCE-1.0%-0.4%

NB: A reconciliation of Underlying to Reported profit measures follows this Divisional Overview section.

The Horticulture division generated a very commendable result given the physical, financial and volumetric impacts of

Cyclone Gabrielle. Volumes were lower due to the Cyclone, resulting in a decline in revenue and Underlying EBITDA.

However, stronger sales in the second half of the year together with higher in-market prices helped to offset the lower

volumes. Margins remained in line with 2022.

Both Profruit’s volumes and profitability were steady, with our share of earnings being $1.8 million (2022: $1.1 million).

Divisional Overview - Horticulture

Scales Corporation Limited

Divisional Overview - Horticulture
Annual Report - Year Ended 31 December 2023

20232022202120202019
Orchard

Total planted orchard (at time of harvest)

1

Ha.1,150 1,167 1,201 1,186 1,158

Fully mature equivalent planted orchardHa.1,050 1,024 1,050 1,028 1,023

Apples picked (Mr Apple orchards)TCE 000s3,872 4,281 4,757 5,119 4,841

Apples packed (Mr Apple + external growers

(Hawke's Bay))

TCE 000s3,330 3,960 4,430 4,858 4 ,747

Exported volume

Mr AppleTCE 000s2 ,733 3,324 3,651 3,915 3,822

External growersTCE 000s1,187 1,256 1,332 1,824 2 ,132

TotalTCE 000s3,920 4,580 4,983 5,73 9 5,953

Mr Apple packout %%71%78%77%76%79%

Total NZ productionTCE 000s1 7, 2 6 4 18,777 19,666 22,199 2 1,755

Mr Apple own-grown volume share of NZ production%15.8%1 7.7 %18.6%1 7.6 %1 7.6 %

Profruit

Juice concentrate sold

litres

000s

5,783 5,74 8 6,497 6,544 6,170

As previously mentioned, volumes in 2023 were affected by Cyclone Gabrielle:

• Gross production was down 10 per cent to 3.87 million TCEs (2022: 4.28 million TCEs)

• Own-grown export volumes were down 18 per cent to 2.73 million TCEs (2022: 3.32 million TCEs)

• Total exported volumes, were down 14 per cent to 3.92 million TCEs (2022: 4.58 million TCEs)

Unsurprisingly, the national apple crop was down on the prior year, with a decrease of 8 per cent compared to 2022. As a result,

we continued to contribute significantly to the national apple crop in 2023, with production from our owned and leased orchards

accounting for 15.8 per cent of New Zealand’s apple exports (2022: 17.7 per cent).

Orchard Statistics

We continue to monitor and report against various operating statistics, a selection of which are noted below:

1

Planted orchard at the end of the year was 1,095 hectares (2022: 1,149 hectares).

Scales Corporation Limited

Divisional Overview - Horticulture

Volumes and Prices
Volumes and prices (on a NZD FOB basis) for 2023 and 2022 are noted below.

Volumes by Variety (TCE 000s)20232022

Premium Varieties

NZ QueenTCE 000s337 439

Pink LadyTCE 000s249 305

Red Sports (Fuji and Royal Gala)TCE 000s820 1,056

Dazzle™ & Posy™TCE 000s269 215

OtherTCE 000s68 181

TotalTCE 000s1 ,74 2 2,196

Growth%(21%)(7%)

% premium64%66%

Traditional varieties

BraeburnTCE 000s263 338

Royal GalaTCE 000s265 298

OtherTCE 000s463 492

TotalTCE 000s991 1 ,1 2 8

Growth%(12%)(12%)

Total Mr Apple owned and leased orchardsTCE 000s2 ,73 3 3,324

Growth%(18%)(9%)

Prices by Variety (NZD / TCE (FOB))

Weighted average price for premium varietiesNZD / TCE 4 4.1 40.6

Weighted average price for traditional varietiesNZD / TCE 33.5 27.3

Total weighted average priceNZD / TCE 40.3 36.1

Volumes of Premium and Traditional varieties were down 21 per cent and 12 per cent respectively in 2023 although Dazzle™ and

Posy™ volumes grew by a pleasing 25 per cent. Premium volumes accounted for around 64 per cent of all exports in 2023, in line

with 2022 (66 per cent).

Mr Apple experienced a strong finish to its 2023 season which was, in part, due to limited supply of fruit in key markets. This

in turn contributed to higher in-market pricing and an overall increase in the weighted average pricing for both Premium and

Traditional varieties.

Divisional Overview - Horticulture

Annual Report - Year Ended 31 December 2023

Divisional Overview - Horticulture

2024 Outlook
The Horticulture season has commenced well, with picking and packing of the 2024 harvest in progress at Mr Apple.

As previously noted, we believe that the effects of Cyclone Gabrielle will largely be limited to the 2023 season and

current volume indications suggest Mr Apple own export volumes of 3.4 million TCEs in 2024. There is strong initial

demand from the Asia and Middle East markets, and our first shipment of Posy™ departed for China in mid-February.

Volumes by Variety (TCE 000s)

Other PremiumDazzle™ & Posy™

Red Sports

(Fuji and Royal Gala)

Pink Lady

NZ QueenOther TraditionalRoyal GalaBraeburn

3,500

3,000

2,500

2,000

1,500

1,000

500

0

4,000

2,752

3,155

3,546

3,545

3,867

3,822

3,915

3,651

3.324

2,733

2014201520162017201820192020202120222023

Mr Apple Own Export Volume (TCE 000s)

2014201520162017201820192020202120222023

2,752

3,155

3,546

3,545

3,867

3,822

3,915

3,651

3,324

2,733

Premium VarietiesTraditional VarietiesPremium volumes as % of total

Scales Corporation Limited

Divisional Overview - Horticulture

Logistics
Operational and Financial Performance

The key operational metrics and the summarised financial performance for the Logistics division for 2023 and 2022 are shown below.

20232022

Key Operational Metrics

Ocean freight volumeTEUs26,010 27,580

Airfreight volumeMT4,464 5,553

Financial Performance$000's$000's

Logistics Revenue92,568 123,338

Underlying Logistics EBITDA 4,281 6,595

Depreciation and amortisation(234)(194)

Depreciation of right-of-use assets(493)(572)

Underlying Logistics EBIT3,555 5,829

Logistics EBITDA 4,281 6,595

Logistics EBIT3,555 5,829

Capital employed10,499 7,556

ROCE39.4%61.1%

The Logistics division produced a steady result despite the impact of reduced produce volumes and the need to navigate geopolitical

difficulties in key trade routes. Airfreight volumes were also, in part, affected by a slow start to the 2023 stone fruit season.

Revenue was down 25 per cent to $92.6 million (2022: $123.3 million) and Underlying EBITDA was down 35 per cent to $4.3 million

(2022: $6.6 million). Underlying earnings were in line with the results of 2019 to 2021.

The strategic benefits that this division brings to the Group is not solely measured in key performance indicators, but also the

extremely important strategic value that it brings to the Group.

2024 Outlook

The outlook for the global supply chain market suggests that disruptions to key trade routes will remain in place during 2024.

In addition, suppliers and manufacturers are expected to continue rebalancing their inventory holdings throughout the first

half of the year.

However, we believe that the resilience and flexibility previously exhibited by Scales Logistics will stand the division in good

stead and that it will continue to provide strategic value in excess of its positive financial contribution.

NB: A reconciliation of Underlying to Reported profit measures follows this Divisional Overview section.

Overview and Divisional Developments

The services of Scales Logistics include:

• Ocean freight services to exporters and importers of perishable products, with offices in Auckland, Christchurch, Tauranga,

Hawke’s Bay and Melbourne

• Air freight services, including chiller facilities in Christchurch and Auckland together with warehousing facilities in Christchurch

Annual Report - Year Ended 31 December 2023

Divisional Overview - Logistics

GroupGlobal Proteins
2023202220232022

$000's$000's$000's$000's

Underlying EBITDA (excluding NZ IFRS 16)55,940 66,550 54,441 60,083

NZ IFRS 16 Leases11,736 9,383 78 76

NZ IFRS 16 Leases - renewal reassessment(162)1,960 - -

Underlying EBITDA (including NZ IFRS 16)6 7, 5 1 4 77,893 54,520 60,158

Other adjustments:

(Impairment)/reversal of impairment of non-

current assets

(3,353)(3,729) - -

Impairment of goodwill(8,531) - - -

Cyclone Gabrielle - net costs and proceeds901 - - -

Equity settled employee benefits(456)(609) - -

NZ IFRS 16 Leases - renewal reassessment162 (1,960) - -

Fayman acquisition entries1,176 1,619 1,176 1,619

Equity accounting losses not recognised670 -670 -

Intercompany FX -(568) -260

Change in fair value gain on apple inventory480 131 - -

Change in gross liability for non-controlling

interests and joint venture options

(4,121)(4, 215)(4,121)(4,193)

Profruit - segment transfer - - -1,069

Transaction costs(767)(47) - -

Reported EBITDA53,675 68,516 52,245 58,913

Underlying EBIT (excluding NZ IFRS 16)45,198 55,951 53,650 59,335

NZ IFRS 16 Leases3,025 296 12 11

NZ IFRS 16 Leases - renewal reassessment(162)1,960 - -

Underlying EBIT (including NZ IFRS 16)48,061 58,207 53,662 59,347

Other adjustments:

(Impairment)/reversal of impairment of non-

current assets

(3,353)(3,729) - -

Impairment of goodwill(8,531) - - -

Cyclone Gabrielle - net costs and proceeds901 - - -

Equity settled employee benefits(456)(609) - -

NZ IFRS 16 Leases - renewal reassessment162 (1,960) - -

Fayman acquisition entries1,176 1,619 1,176 1,619

Equity accounting losses not recognised670 -670 -

Intercompany FX -(568) -260

Change in fair value gain on apple inventory480 131 - -

Change in gross liability for non-controlling

interests and joint venture options

(4,121)(4, 215)(4,121)(4,193)

Profruit - segment transfer - - -1,069

Transaction costs(767)(47) - -

Reported EBIT34,22248,830 51,388 58,102

Reconciliation of Underlying to Reported Profit Measures

The following table provides a reconciliation of Underlying profitability to Reported profitability for the Group and each division.

Scales Corporation Limited

Divisional Overview

HorticultureLogisticsCorporate and eliminations
202320222023202220232022

$000's$000's$000's$000's$000's$000's

4,185 6,532 3,550 5,843 (6,237)(5,907)

10,811 8,488 730 752 116 67

(162)1,960 - - - -

14,834 16,980 4,281 6,595 (6,1 2 2 )(5,841)

(3,353)(3,729) - - - -

(8,531) - - - - -

901 - - - - -

- - - -(456)(609)

162 (1,960) - - - -

- - - - - -

- - - - - -

- - - - -(828)

480 131 - - - -

-(22) - - - -

-(1,069) - - - -

- - - -(767)(47)

4,493 10,332 4,281 6,595 (7,344)(7,324)

(5,501)(3,114)3,317 5,649 (6,268)(5,919)

2 ,74 0 95 238 180 35 9

(162)1,960 - - - -

(2,923)(1,058)3,555 5,829 (6,233)(5,910)

(3,353)(3,729) - - - -

(8,531) - - - - -

901 - - - - -

- - - -(456)(609)

162 (1,960) - - - -

- - - - - -

- - - - - -

- - - - -(828)

480 131 - - - -

-(22) - - - -

-(1,069) - - - -

- - - -(767)(47)

(13,265)(7,707)3,555 5,829 (7,455)(7,394)

Annual Report - Year Ended 31 December 2023

Divisional Overview

GroupGlobal Proteins
2023202220232022

$000's$000's$000's$000's

Underlying NPAT (excluding NZ IFRS 16)38,626 46,897 45,367 49,145

NZ IFRS 16 Leases, net of tax(87)(1,913)(1)(1)

NZ IFRS 16 Leases - renewal reassessment, net

of tax

(117)1,412 - -

Underlying NPAT (including NZ IFRS 16)38,422 46,396 45,367 4 9,1 4 4

Other adjustments:

(Impairment)/reversal of impairment of non-

current assets

(3,353)(3,729) - -

Impairment of goodwill(8,531) - - -

Cyclone Gabrielle - net costs and proceeds901 - - -

Equity settled employee benefits(456)(609) - -

NZ IFRS 16 Leases - renewal reassessment162 (1,960) - -

Fayman acquisition entries1,307 1,619 1,307 1,619

Equity accounting losses not recognised670 -670 -

Intercompany FX -(568) -260

Change in fair value gain on apple inventory480 131 - -

Change in gross liability for non-controlling

interests and joint venture options

(4,121)(4, 215)(4,121)(4,193)

Profruit - segment transfer - - -1,069

Transaction costs(767)(47) - -

Tax effect of other NZ IFRS adjustments(40)1,212 (547)(812)

Reported NPAT24,674 38,231 42,677 47,0 8 7

Underlying NPATAS (excluding NZ IFRS 16)19,187 28,078 25,928 30,327

NZ IFRS 16 Leases, net of tax(87)(1,913)(1)(1)

NZ IFRS 16 Leases - renewal reassessment, net

of tax

(117)1,412 - -

Underlying NPATAS (including NZ IFRS 16)18,982 2 7, 5 7 7 25,927 30,326

Other adjustments:

(Impairment)/reversal of impairment of non-

current assets

(3,353)(3,729) - -

Impairment of goodwill(8,531) - - -

Cyclone Gabrielle - net costs and proceeds901 - - -

Equity settled employee benefits(456)(609) - -

NZ IFRS 16 Leases - renewal reassessment162 (1,960) - -

Fayman acquisition entries1,307 1,619 1,307 1,619

Equity accounting losses not recognised670 -670 -

Intercompany FX -(568) -260

Change in fair value gain on apple inventory480 131 - -

Change in gross liability for non-controlling

interests and joint venture options

(4,121)(4, 215)(4,121)(4,193)

Profruit - segment transfer - - -1,069

Transaction costs(767)(47) - -

Tax effect of other NZ IFRS adjustments(40)1,212 (547)(812)

Reported NPAT Attributable to Shareholders5,235 19,412 23,237 28,268

The following table provides a reconciliation of Underlying profitability to Reported profitability for the Group and each division.

Scales Corporation Limited

Divisional Overview

HorticultureLogisticsCorporate and eliminations
202320222023202220232022

$000's$000's$000's$000's$000's$000's

(3,419)(2,010)2,381 4,015 (5,703)(4,252)

(10)(1,849)(73)(61)(4)(2)

(117)1,412 - - - -

(3,545)(2,448)2,308 3,954 (5,707 )(4, 253)

(3,353)(3,729) - - - -

(8,531) - - - - -

901 - - - - -

- - - -(456)(609)

162 (1,960) - - - -

- - - - - -

- - - - - -

- - - - -(828)

480 131 - - - -

-(22) - - - -

-(1,069) - - - -

- - - -(767)(47)

507 1,556 - - -469

(13,380)(7,542)2,308 3,954 (6,931)(5,269)

(3,419)(2,012)2,381 4,015 (5,703)(4,252)

(10)(1,849)(73)(61)(4)(2)

(117)1,412 - - - -

(3,545)(2,449)2,308 3,954 (5,707 )(4, 253)

(3,353)(3,729) - - - -

(8,531) - - - - -

901 - - - - -

- - - -(456)(609)

162 (1,960) - - - -

- - - - - -

- - - - - -

- - - - -(828)

480 131 - - - -

-(22) - - - -

-(1,069) - - - -

- - - -(767)(47)

507 1,556 - - -469

(13,380)(7,543)2,308 3,954 (6,930)(5,268)

Annual Report - Year Ended 31 December 2023

Divisional Overview

Leadership
Leadership Profiles

Scales Corporation Limited

Management Profiles
Andy Borland

Managing Director

Andy joined Scales in 2007 and

became Managing Director in 2011.

Andy’s full biography is set out in

the following section.

Kent Ritchie

CEO Scales Logistics

Kent joined Scales in 1998 and has

spent over 30 years in the shipping

industry. He has been involved in setting

up shipping services from New Zealand,

has experience in all aspects of the

transport industry and has led Scales’

expansion into the logistics arena.

Brett Frankel

President Shelby Foods

Brett established Shelby Foods in

2007 and has been its President

since inception. Brett has over

20 years’ experience in petfood,

having had a senior procurement

role prior to starting Shelby. He also

represents the third generation of

family involvement in the sector,

following in the footsteps of both his

father and grandfather.

John Sainsbury

CEO Meateor Group

John has been with Meateor in

various management roles for over

20 years. Prior to that, John worked

in senior management, marketing and

operational roles in the United States.

John was appointed CEO of Meateor

Foods in 2015, and CEO of Meateor

Group in 2019.

Tim Harty

General Manager

Meateor Pet Foods

Tim was appointed General

Manager at the inception of the JV

with Alliance in 2019. Tim has had

over 20 years’ experience in the

export meat industry, in marketing

and operational roles, both in New

Zealand and overseas.

Geoff Smith

Chief Operations Officer

Geoff joined Scales in 2022 from Zespri

where he was Head of New Zealand

Supply. Geoff has extensive experience

across a variety of agribusinesses,

particularly in operations, supply chain,

strategy and investment. Geoff has both

an Honours degree and Doctorate from

Lincoln University.

Steve Kennelly

Chief Financial Officer

Steve has been with Scales since

1993 in a variety of accounting and

financial roles. As CFO, Steve is

responsible for finance, funding,

legal, company secretarial and

information technology. Steve is a

member of Chartered Accountants

Australia and New Zealand.

Andrew van Workum

CEO Mr Apple

Andrew has worked in the apple

industry for over 30 years. He joined

Mr Apple at its inception in 2001 and

prior to that was General Manager

of Mr Apple’s predecessor, Grocorp

Pacific Limited, where he worked for

16 years. He has extensive experience

in the production aspects of the apple

industry, and was previously a Director

of Pipfruit New Zealand.

Chantelle Ramage

General Manager Profruit

Chantelle has been with Profruit

for 17 years, including 15 as General

Manager. Prior to that Chantelle

held Production Manager and

Technical Manager roles with the

company. Chantelle graduated from

Lincoln University with a Bachelor of

Science, majoring in Food.

Hamish Davis

Managing Director Fern Ridge Fresh

Hamish joined Fern Ridge in 2001,

becoming Managing Director in 2008.

He has over 30 years’ experience in

the growing and post-harvest sectors

of the apple industry, and remains very

active in export sales for the company.

Annual Report - Year Ended 31 December 2023

Leadership Profiles

In order from left to right:
Nadine was appointed to

the Board in 2019. Nadine is

currently CEO of Horticulture

New Zealand and has

extensive horticulture and

wider primary industry

management experience

from previous roles, including

as the former CEO of Oha

Honey LP. Nadine also brings

experience from a wide

variety of governance and

advisory roles, including as

a Director of Plant & Food

Research, a member of Ngā

Pouwhiro Taimatua and a

former member of the Primary

Sector Council. Nadine was

also a former Chair of New

Zealand Apples & Pears

Incorporated. Nadine is Chair

of Scales’ Health & Safety and

Sustainability Committee.

Nadine Tunley

Non-Executive

Independent Director

Tony was appointed to the Board

in August 2023, having previously

been a director of Scales from

2011 to 2014. Tony has a private

equity and investment banking

background, in New Zealand with

Evergreen Partners and Direct

Capital, and in London with HSBC

Investment Bank. Tony is currently

an Independent Non-Executive

Director of Briscoe Group Limited,

where he is also Chair of the Audit

& Risk Committee. In addition

to this role, Tony is currently a

Partner and Director of Evergreen

Partners and a Non-Executive

Director of NZ Fine Touring

Group. Tony is Chair of Scales’

Nominations and Remuneration

Committee and of Scales’ Finance

and Treasury Committee. Tony

is also a member of Scales’ Audit

and Risk Management Committee.

Tony Batterton

Non-Executive

Independent Director

Alan was elected to the

Board in 2014. Alan was

the President of the

International Cricket

Council between 2012 and

2014 and is currently: Chair

of the Basin Reserve Trust,

a Director of Oceania

Healthcare (NZ) Limited,

Skellerup Holdings Limited

and a number of private

companies. Alan has an

extensive background in

the accounting and finance

field and is a former

National Chair of KPMG.

He was made a Companion

of the New Zealand Order

of Merit (CNZM) in 2013

for services to cricket and

business. Alan is Chair

of Scales’ Audit and Risk

Management Committee.

Alan Isaac

Non-Executive

Independent Director

Andy joined Scales in 2007

and became Managing

Director in 2011. Prior to

joining Scales he had a 20-

year career in banking, with

his final role being Head

of Corporate at Westpac

New Zealand. Andy has

overall responsibility for

the strategic direction and

day-to-day management

of Scales. In addition to his

directorships of the Group,

Andy is currently the Chair

of Primary Collaboration

New Zealand Limited and

Primary Collaboration New

Zealand (Shanghai) Co.

Limited. Andy is a member

of Scales’ Finance and

Treasury Committee and

Scales’ Health & Safety and

Sustainability Committee.

Andrew (Andy)

Borland

Executive Director

Board of Directors

(as at 18 March 2024)

Scales Corporation Limited

Leadership Profiles

Xin was appointed to
the Board in 2021. He

is a Senior Director of a

department within China

Resources Enterprise,

Limited, which holds

a 15.0% shareholding

in Scales. Xin has held

Director and CFO roles

within China Resources

(Holdings) Co, Limited.

Xin holds a Bachelor

of Engineering from

the Beijing Institute of

Technology and a MBA

from the University of North

Carolina at Chapel Hill.

Qi Xin

Non-Executive

Director

Miranda was appointed

to the Board in August

2022. Miranda has over

20 years executive and

entrepreneurial experience,

centered on fast moving

consumer goods in New

Zealand and globally,

including as the Global

Marketing Manager for

Pernod Ricard. Miranda is

currently Chair of Meadow

Mushrooms and Live Ocean.

Miranda is also the former

CEO of Global Women. In

2019 Miranda co-founded

Food Nation, a New Zealand

based food manufacturer

that developed plant-

powered products. Miranda

is a member of Scales’

Health & Safety and

Sustainability Committee.

Miranda Burdon

Non-Executive

Independent Director

Mike was appointed to the

Board in April 2023. Mike has

over 30 years’ management

and governance experience

in the agribusiness sector.

He is currently a director of

ANZCO Foods and Kelso

Genetics Limited and is

Chair of agri-food digital

marketplace developers,

Nui Markets Limited. Mike

also has advisory roles with

a number of other privately-

owned companies. Mike was

previously Chair of Beef +

Lamb New Zealand and was

also New Zealand’s Special

Agricultural Trade Envoy for

6 years. Mike is a member

of Scales’ Nominations and

Remunerations Committee.

Mike Petersen

Non-Executive

Independent Chair

Nick was elected to the

Board in 2014, having

been appointed a Director

of both Scales’ Storage

& Logistics division and

Meateor in 2012. Nick was

previously the Managing

Director and was one of

the founding shareholders

of Hellers Limited, New

Zealand’s largest bacon,

ham and small goods

company. Nick is currently

the Managing Director of

Harris Meats and Glenturret

Farm in Cheviot, North

Canterbury, and is also a

Shareholder and Director of

several private companies.

Nick is a member of

Scales’ Audit and Risk

Management Committee.

Nick Harris

Non-Executive

Independent Director

Annual Report - Year Ended 31 December 2023

Leadership Profiles

The
Numbers

Financial Statements

Financial Statements

Scales Corporation Limited

Contents
Comprehensive income

The income earned and operating expenditure

incurred by the Scales Group during the financial year

(profit or loss) followed by the other comprehensive

income that is taken to reserves in equity.

46

Changes in equity

The opening balance, details of movements during

the year and the balance of each component of

shareholders’ equity at the end of the financial year.

48

Financial position

The Scales Group assets, liabilities and equity

at the end of the financial year.

49

Cash flows

Cash generated and used in the operating, investing

and financing activities of the Scales Group.

50

Notes to the Financial Statements 53

A. Segment information 55

B. Financial performance58

B1. Revenue

B2. Cost of sales, administration and operating expenses

B3. Other income and losses

B4. Finance cost

B5. Taxation

B6. Foreign currency transactions

C. Key assets 63

C1. Property, plant and equipment

C2. Unharvested agricultural produce

C3. Investments accounted for using the equity method

C4. Goodwill

C5. Inventories

C6. Impairment of assets

C7. Software

D. Capital funding 72

D1. Share capital

D2. Reserves

D3. Dividends attributable to equity holders of the company

D4. Imputation credit account

D5. Earnings per share

E. Financial assets and liabilities

E1. Trade and other receivables

E2. Other financial assets

E3. Trade and other payables

E4. Borrowings

E5. Other financial liabilities

E6. Interest rate risk

E7. Foreign currency risk

E8. Categories of financial instruments

E9. Maturity profile of financial liabilities

77

F. Group structure

F1. Subsidiary companies

F2. Non-Controlling Interests

84

G. Other

G1. Capital commitments

G2. Leases

G3. Related party disclosures

G4. Contingent liability

G5. Cyclone Gabrielle

G6. Events occurring after balance date

86

Annual Report - Year Ended 31 December 2023

Financial Statements

20232022
Note

$000's$000's

RevenueB1565,356 619,173

Cost of salesB2(444,662)(492,547)

120,694 126,626

Administration and operating expensesB2(64,123)(53,003)

Impairment of property, plant and equipmentC1(4,729)(3,729)

Impairment of goodwillC4(8,531)-

Share of profit of entities accounted for using the equity methodC38,131 4,624

Other incomeB38,569 67

Other lossesB3(6,336)(6,069)

EBITDA53,675 68,516

AmortisationC7(497)(379)

DepreciationC1(10,245)(10,220)

Depreciation of right-of-use assetG2(8,711)(9,087)

EBIT34,222 48,830

Finance revenue2,056 1,045

Finance costB4(3,331)(1,284)

Finance cost of lease liabilityG2(3,14 4)(2,953)

PROFIT BEFORE INCOME TAX EXPENSE29,803 45,638

Income tax expenseB5(5,129)(7,407)

PROFIT FOR THE YEAR24,674 38,231

Profit for the year is attributable to:

Equity holders of the Company5,235 19,412

Non-controlling interests 19,439 18,819

24,674 38,231

EARNINGS PER SHARE ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY:

Basic earnings per share (cents) D53.7 13.7

Diluted earnings per share (cents) D53.7 13.7

The notes to the financial statements on pages 53 to 89 form part of and should be read in conjunction with this statement.

Consolidated Statement of Comprehensive Income

for the year ended 31 December 2023

Scales Corporation Limited

Financial Statements

20232022
Note$000's$000's

OTHER COMPREHENSIVE INCOME

Items that may be reclassified subsequently to profit or loss:

Gain (loss) on cash flow hedges11,231 (10,704)

Income tax relating to cash flow hedges (3,145)2,997

Share of other comprehensive income of joint ventures C3 1,554 817

Income tax relating to share of other comprehensive income of joint ventures22 (229)

Foreign exchange gain on translating foreign operations 307 330

9,969 (6,78 9)

Items that will not be reclassified to profit or loss:

Revaluation of land and buildings (3,122)10,355

Income tax relating to buildings(740)(331)

Revaluation of apple trees936 (3,873)

Income tax relating to apple trees(262)1,084

Remeasurement of net defined benefit liability238 372

Income tax relating to remeasurement of net defined benefit liability(36)(4 4)

(2,986)7, 5 6 3

OTHER COMPREHENSIVE INCOME FOR THE YEAR6,983 7 74

TOTAL COMPREHENSIVE INCOME FOR THE YEAR31,657 39,005

Total comprehensive income for the year attributable to:

Equity holders of the Company12,123 20,037

Non-controlling interests19,534 18,968

31,657 39,005

The notes to the financial statements on pages 53 to 89 form part of and should be read in conjunction with this statement.

Consolidated Statement of Comprehensive Income (continued)

for the year ended 31 December 2023

Annual Report - Year Ended 31 December 2023

Financial Statements

The notes to the financial statements on pages 53 to 89 form part of and should be read in conjunction with this statement.

Share

capitalReserves

Retained

earnings

Attributable

to owners of

the Company

Non-

controlling

interestsTotal

Note$000's$000's$000's$000's$000's$000's

Balance at 1 January 202299,588 92,160 192,644 384,392 5,922 390,314

Profit for the year- - 19,412 19,412 18,819 38,231

Other comprehensive income for the year- 625 - 625 149 7 74

Total comprehensive income for the year- 625 19,412 20,037 18,968 39,005

Recognition of share-based paymentsD2- 609 - 609 - 609

Shares soldD1116 - - 116 - 116

Shares fully vestedD1, D22,271 (804)(234)1,233 - 1,233

DividendsD3- - (21,947)(21,947)( 1 7,5 1 6 )(39,463)

Balance at 31 December 2022101,975 92,590 189,875 384,440 7, 3 74 391,814

Profit for the year- - 5,235 5,235 19,439 24 ,6 74

Other comprehensive income for the year- 6,888 - 6,888 95 6,983

Total comprehensive income for the year- 6,888 5,235 12,123 19,534 31,657

Recognition of share-based paymentsD2- 456 - 456 - 456

Shares soldD196 - - 96 - 96

Shares fully vestedD1, D21 , 3 74 (499)(145)730 - 730

DividendsD3- - (24,493)(24,493)(15,312)(39,805)

Balance at 31 December 2023103,445 99,435 170,472 373,352 11,596 384,948

Consolidated Statement of Changes in Equity

for the year ended 31 December 2023

Scales Corporation Limited

Financial Statements

The notes to the financial statements on pages 53 to 89 form part of and should be read in conjunction with this statement.
20232022

Note$000's$000's

EQUITY

Share capitalD1103,445 101,975

ReservesD299,435 92,590

Retained earnings170,472 189,875

Equity attributable to Scales Corporation Limited shareholders373,352 384,440

Equity attributable to non-controlling interests11,596 7, 3 74

TOTAL EQUITY384,948 391,814

CURRENT ASSETS

Cash and bank balances7 7,6 3 8 68,144

Trade and other receivablesE134,029 42,102

Current tax assets3,938 5,334

Other financial assetsE25,989 4,938

Unharvested agricultural produceC224,222 25,149

InventoriesC529,543 42 ,647

Prepayments4,337 4,783

TOTAL CURRENT ASSETS179,696 193,097

NON-CURRENT ASSETS

Property, plant and equipmentC1221,219 221,204

Investments accounted for using the equity methodC363,902 5 4 ,74 3

GoodwillC436,972 45,527

Defined benefit plan net asset60 -

Other financial assetsE229,077 15,511

SoftwareC71,160 1,332

Right-of-use assetG249,572 49,044

TOTAL NON-CURRENT ASSETS401,962 387,361

TOTAL ASSETS581,658 580,458

CURRENT LIABILITIES

Bank overdrafts- 2,368

Trade and other payablesE326,446 3 7, 2 2 6

Dividend declaredD36,041 8,503

Current tax liabilities616 -

Other financial liabilitiesE518,524 15,445

Lease liabilityG210,963 10,925

TOTAL CURRENT LIABILITIES62,590 74 ,4 6 7

NON-CURRENT LIABILITIES

BorrowingsE465,647 38,732

Deferred tax liabilitiesB517,104 17,821

Defined benefit plan net liability- 170

Other financial liabilitiesE56,699 13,388

Lease liabilityG244,670 44,066

TOTAL NON-CURRENT LIABILITIES134,120 114,177

TOTAL LIABILITIES196,710 188,644

NET ASSETS384,948 391,814

Consolidated Statement of Financial Position

as at 31 December 2023

Annual Report - Year Ended 31 December 2023

Financial Statements

20232022
Note$000's$000's

CASH FLOWS FROM OPERATING ACTIVITIES

Cash was provided from:

Receipts from customers571,987 606,293

Insurance proceeds4,809 -

Government grants received1,986 -

Dividends and distributions received751 1,876

Interest received1,814 1,393

581,347 609,562

Cash was disbursed to:

Payments to suppliers and employees(502,201)(545,477)

Interest paid(6,475)(4,237)

Income tax paid( 7, 97 1 )(14,983)

(516,647)(564,697)

NET CASH PROVIDED BY OPERATING ACTIVITIES64,700 44,865

CASH FLOWS FROM INVESTING ACTIVITIES

Cash was provided from:

Proceeds from maturing term deposits- 85,000

Advances repaid255 112

Sale of property, plant and equipment and software(424)161

(169)85,273

Cash was applied to:

Purchase of property, plant and equipmentC1(16,808)(14,592)

Purchase of softwareC7(325)(994)

Purchase of non-controlling shareholding- (2,180)

Acquisition of interest in joint ventures- (25,968)

Advances to joint ventures(11,869)(2,818)

(29,002)(46,552)

NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES(29,171)38,721

CASH FLOWS FROM FINANCING ACTIVITIES

Cash was provided from:

Treasury stock sold96 116

Drawdowns of term facility borrowingsE427,306 -

27,402 116

Cash was applied to:

Dividends paidD3(26,955)(26,863)

Dividends paid to non-controlling interestsF2(15,312)( 1 7,5 1 6 )

Repayments of lease liabilitiesG2(8,420)(8,281)

(50,687)(52,660)

NET CASH USED IN FINANCING ACTIVITIES(23,285)(52,544)

Consolidated Statement of Cash Flows

for the year ended 31 December 2023

The notes to the financial statements on pages 53 to 89 form part of and should be read in conjunction with this statement.

Scales Corporation Limited

Financial Statements

Consolidated Statement of Cash Flows (continued)
for the year ended 31 December 2023

20232022

$000's$000's

NET INCREASE IN NET CASH12,244 31,042

Net foreign exchange difference(382)1,532

Cash and cash equivalents at the beginning of the year65,7 76 33,202

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR7 7,6 3 8 6 5,7 76

Represented by:

Cash and bank balances 7 7,6 3 8 68,144

Bank overdrafts- (2,368)

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR

7 7,6 3 8 65,7 76

NET CASH GENERATED BY OPERATING ACTIVITIES

Reconciliation of profit for the year to net cash generated by operating activities:

Profit for the year 24 ,6 74 38,231

Non-cash items:

Depreciation (including on right-of-use asset)18,956 19,307

(Gain) loss on lease modification(177)1,854

Impairment on revaluation4,729 3,729

Amortisation 497 379

Share of equity accounted results(8,131)(4,624)

Hedging instruments(416)192

Gain on disposal of property, plant and equipment(118)(66)

Share-based payments456 609

Change in value of call and put options4,12 1 4,215

Deferred tax(4,867)( 1 ,7 74 )

Interest capitalised into loans(111)(24)

Fair value loss on interest-free related party loans, net of interest income1,913 -

Impairment of goodwill8,531 -

Foreign exchange on related party loans232 -

Joint ventures purchase price receivable(1,307)-

Operating cash receipts not included in profit for the year:

Dividends received from equity accounted entities750 1,875

Changes in net assets and liabilities:

Trade and other receivables9,662 (12,812)

Unharvested agricultural produce927 (588)

Inventories 13,040 (12,553)

Prepayments445 (712)

Trade and other payables(11,131)13,429

Current tax assets and liabilities2,025 (5,802)

NET CASH PROVIDED BY OPERATING ACTIVITIES64,700 44,865

The notes to the financial statements on pages 53 to 89 form part of and should be read in conjunction with this statement.

Annual Report - Year Ended 31 December 2023

Financial Statements

Andy Borland, Managing Director Mike Petersen, Chair
Statement of Cash Flows

For the purpose of the statement of cash flows, cash and cash equivalents include cash and bank balances and bank overdrafts.

The following terms are used in the statement of cash flows:

Operating activities are the principal revenue producing activities of the Group and other activities that are not investing or

financing activities.

Investing activities are the acquisition and disposal of long-term assets and other investments not included in cash equivalents.

Financing activities are activities that result in changes in the size and composition of the contributed equity and borrowings of

the Group.

For and on behalf of the Board of Directors who authorised the issue of the financial statements on 21 February 2024.

Consolidated Statement of Cash Flows (continued)

for the year ended 31 December 2023

The notes to the financial statements on pages 53 to 89 form part of and should be read in conjunction with this statement.

Scales Corporation Limited

Financial Statements

About This Report
IN THIS SECTION

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

understanding the financial performance and financial position of the Scales Corporation Limited Group (“Scales” or the

“Group”). Information is considered relevant and material if:

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

• it is important for understanding the results of Scales;

• it helps to explain changes in Scales’ business; or

• it relates to an aspect of Scales’ operations that is important to future performance.

Scales Corporation Limited (the “Company”) is a for-profit entity domiciled and registered under the Companies Act

1993 in New Zealand. It is an FMC reporting entity for the purposes of the Financial Markets Conduct Act 2013. The

Group consists of Scales Corporation Limited, its subsidiaries and joint ventures. The principal activities of the Group are

to grow apples, provide logistics services, export products, manufacture and trade food ingredients, provide insurance

services to companies within the Group and operate processing facilities.

The financial statements have been prepared:

• in accordance with Generally Accepted Accounting Practice (GAAP), International Financial Reporting Standards (IFRS),

the New Zealand equivalents to International Financial Reporting Standards (NZ IFRS) and other applicable financial

reporting standards, as appropriate for a Tier 1 for-profit entity;

• in accordance with the requirements of the Financial Markets Conduct Act 2013;

• in accordance with accounting policies that are consistent with those applied in the previous year;

• on the basis of historical cost, except for certain assets and financial instruments that are measured at fair values; and

• in New Zealand dollars with all values rounded to the nearest thousand dollars.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction

between market participants at the measurement date, regardless of whether that price is directly observable or

estimated using another valuation technique. In estimating the fair value of an asset or liability, the Group takes into

account the characteristics of the asset or liability if market participants would take those characteristics into account

when pricing the asset or liability at the measurement date.

For financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to

which the inputs to the fair value measurements are observable. The levels are described as:

• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access

at the measurement date;

• Level 2 inputs are inputs, other than quoted prices within Level 1, that are observable for the asset or liability, either

directly or indirectly; and

• Level 3 inputs are unobservable inputs for the asset or liability.

Key judgements and estimates

In the process of applying the Group’s accounting policies and the application of financial reporting standards, Scales

has made a number of judgements and estimates. The estimates and underlying assumptions are based on historical

experience and various other factors that are considered to be appropriate under the circumstances.

Actual results may differ from these estimates.

Judgements and estimates which are considered material to understanding the performance of Scales are explained in

the following notes:

• Apple trees in note C1;

• Unharvested agricultural produce in note C2;

• Assessment of Group goodwill for impairment in note C4.

Notes to the Financial Statements

for the year ended 31 December 2023

Annual Report - Year Ended 31 December 2023

Notes to the financial statements

Basis of consolidation
The Group financial statements incorporate the financial statements of the Company and its subsidiaries (being entities

controlled by Scales Corporation Limited), and the equity accounted result, assets and liabilities of the joint ventures.

The financial statements of members of the Group, are prepared for the same reporting period as the parent company, using

consistent accounting policies.

In preparing the Group financial statements, all material intra-group transactions, balances, income, expenses and cash flows

have been eliminated. Subsidiaries are consolidated from the date on which control is obtained to the date on which control is lost.

Other accounting policies

Other accounting policies that are relevant to an understanding of the financial statements are provided throughout the notes to

the financial statements.

Adoption of new and revised standards and interpretations; standards and Interpretations issued but not yet effective

All mandatory amendments and interpretations have been adopted in the current year. None had a material impact on these

financial statements.

The Group has reviewed the standards, interpretations and amendments to existing standards issued but not yet effective and

does not expect these standards to have a material effect on the financial statements of the Group when adopted.

Scales Corporation Limited

Notes to the financial statements

Global
ProteinsHorticultureLogisticsOtherEliminationsTotal

$000's$000's$000's$000's$000's$000's

2023

Total segment revenue298,547 209,939 92,568 3,007 (38,705)565,356

Inter-segment revenue- - (35,684)(3,021)38,705 -

Revenue from external customers298,547 209,939 56,884 (14)- 565,356

Gain on sale of non-current assets(5)123 - - - 118

Insurance proceeds- 4,809 - - - 4,809

Share of profit of entities accounted for

using the equity method

6,369 1,762 - - - 8,131

Impairment of property, plant and

equipment

- (4,729)- - - (4,729)

Goodwill impairment- (8,531)- - - (8,531)

Gain on lease modification- 177 - - - 177

A. Segment Information

IN THIS SECTION

This section explains the financial performance of the operating segments of Scales, providing additional information about

individual segments, including:

• total segment revenue and revenue from external customers;

• segment profit before income tax; and

• total segment assets and liabilities.

Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker,

being the Managing Director. The Managing Director monitors the operating performance of each segment for the purpose of making

decisions on resource allocation and strategic direction. Inter-segment pricing is determined on an arm’s length basis. Segment

results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. No single external

customer’s revenue accounts for 10% or more of the Group’s revenue.

Change in segments:

In 2022 the presentation of operating segments was amended. The Food Ingredients segment was renamed to Global Proteins and

now includes the new entities acquired during the previous year. Profruit (2006) Limited was moved to the Horticulture segment. This

impacted the share of profit in entities accounted for using the equity method and the carrying value of investments accounted for

using the equity method.

The Group comprises the following operating segments:

Global Proteins: processing and marketing of proteins such as pet food ingredients, edible meat and offal products. Meateor Foods

Limited, Meateor Foods Australia Pty Limited, Meateor Group Limited, Meateor US LLC, Shelby JV LLC Group (Shelby Cold Storage LLC,

Shelby Exports Inc, Shelby Foods LLC, Shelby JV LLC, Shelby Properties LLC, Shelby Trucking LLC), Meateor GP Limited, Meateor Pet

Foods Limited Partnership, Scales FI Group Holdings Pty Limited, Meateor Australia Pty Limited, FI Group Holdings Pty Limited Group (FI

Group Holdings Pty Limited, Fayman International Group Pty Limited and Fayman New Zealand Limited), ANZ Exports Pty Limited and

Esro Petfood B.V.

Horticulture: orchards, fruit packing, juice concentrate processing and marketing. Mr Apple New Zealand Limited, New Zealand

Apple Limited, Fern Ridge Produce Limited, Longview Group Holdings Limited and Profruit (2006) Limited.

Logistics: logistics services. Scales Logistics Limited and Scales Logistics Australia Pty Ltd.

Other: Scales Corporation Limited, Geo. H. Scales Limited, Scales Employees Limited, Scales Holdings Limited and Selacs

Insurance Limited.

Annual Report - Year Ended 31 December 2023

Notes to the financial statements

Segment Reporting (continued)
Global

ProteinsHorticultureLogisticsOtherEliminationsTotal

$000's$000's$000's$000's$000's$000's

EBITDA52,245 4,493 4,281 (7,344)- 53,675

Amortisation expense- (473)(17)(7)- (497)

Depreciation expense(791)(9,213)(217)(24)- (10,245)

Depreciation of right-of-use asset(66)(8,071)(493)(81)- (8,711)

Finance revenue336 86 57 1,577 - 2,056

Finance costs(57)(7)(36)(3,231)- (3,331)

Finance cost of lease liability(12)(2 ,753)(339)(40)- (3,14 4)

Income tax expense(8,978)2,558 (928)2,219 - (5,129)

Segment profit (loss) after income tax42,677 (13,380)2,308 (6,931)- 24,674

Segment assets177,176 324,689 20,797 58,996 - 581,658

Segment liabilities30,301 88,696 12,657 65,056 - 196,710

Segment carrying value of investment

accounted for using the equity method

56,033 7, 870 - - - 63,903

Segment acquisition of property, plant and

equipment and software

6,157 10,608 234 137 - 1 7,1 3 6

Segment acquisition of right-of-use assets(0)10,051 356 760 - 11,167

2022

Total segment revenue319,923 228,854 123,338 2,893 (55,835)619,173

Inter-segment revenue- - (52,894)(2,941)55,835 -

Revenue from external customers319,923 228,854 70,444 (48)- 6 1 9,1 7 3

Scales Corporation Limited

Notes to the financial statements

Segment Reporting (continued)
Global

ProteinsHorticultureLogisticsOtherEliminationsTotal

$000's$000's$000's$000's$000's$000's

Gain on sale of non-current assets- 66 - - - 66

Share of profit of entities accounted for

using the equity method

3,556 1,068 - - - 4,624

Reversal of (impairment) impairment on

evaluation

- (3,729)- - - (3,729)

Loss on lease modification- (1,854)- - - (1,854)

EBITDA58,913 10,332 6,595 (7,324)- 68,516

Amortisation expense- (361)(18)- - (379)

Depreciation expense(747)(9,285)(176)(12)- (10,220)

Depreciation of right-of-use asset(64)(8,393)(572)(58)- (9,087)

Finance revenue36 20 18 971 - 1,045

Finance costs(25)(62)(39)(1,158)- (1,284)

Finance cost of lease liability(14)(2,664)(264)(11)- (2,953)

Income tax expense(11,012)2,871 (1,615)2,323 26 (7,407)

Segment profit (loss) after income tax47,0 8 7 (7,542)3,929 (5,269)26 38,231

Segment assets169,018 345,096 29,032 37,312 - 580,458

Segment liabilities46,398 107,850 15,967 18,429 - 188,644

Segment carrying value of investment

accounted for using the equity method

47,885 6,858 - - - 5 4 ,74 3

Segment acquisition of property, plant and

equipment and software

3,491 11,898 168 26 - 15,583

Segment acquisition of right of use assets42 6,614 33 - - 6,689

Non-current assets other than financial instruments by geographical location

New ZealandAustraliaUSATotal

20232022202320222023202220232022

$000's$000's$000's$000's$000's$000's$000's$000's

Property, plant and

equipment

208,421 213,614 25 31 12 ,7 73 7,559 221,219 221,204

Investments

accounted for using

the equity method

29,503 2 7,6 74 34,399 27,0 6 9 - - 63,902 5 4 ,74 3

Goodwill7,6 57 16,189 - - 29,315 29,338 36,972 45,527

Software1,160 1,332 - - - - 1,160 1,332

Right-of-use asset49,197 48,578 123 149 252 317 49,572 49,044

Annual Report - Year Ended 31 December 2023

Notes to the financial statements

B1. Revenue
20232022

$000's$000's

By nature:

Revenue from the sale of goods492,874 525,298

Revenue from the rendering of services7 7, 27 1 88,990

Fees and commission16 13

Net foreign exchange loss/(gain)(9,450)(544)

Rental revenue4,645 5,416

565,356 6 1 9,1 7 3

By market:

New Zealand 68,354 95,627

Asia159,907 162,097

Europe30,540 32,262

North America304,001 325,855

Other2,554 3,332

565,356 6 1 9,1 7 3

By segment and type:

Horticulture - sale of agricultural produce193,759 214,084

Horticulture - agricultural produce related services11,543 9,363

Horticulture - other4,637 5,407

Global Proteins - sale of pet food ingredients290,216 310,517

Global Proteins - other8,331 9,406

Logistics services56,884 70,444

Other(14)(4 8)

565,356 6 1 9,1 7 3

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf

of third parties. The Group recognises revenue when it transfers control of a product or service to a customer.

B. Financial Performance

IN THIS SECTION

This section explains the financial performance of Scales, providing additional information about individual items in the

statement of comprehensive income, including:

• accounting policies, judgements and estimates that are relevant for understanding items recognised in the statement of

comprehensive income; and

• analysis of Scales’ performance for the year by reference to key areas including revenue, expenses and taxation.

Scales Corporation Limited

Notes to the financial statements

B1. Revenue (continued)
Sale of agricultural produce

The Group sells apples to more than 160 customers in 40 countries. Sales-related quality claim provisions are recorded in

accordance with NZ IAS 37 Provisions, Contingent Liabilities and Contingent Assets. Revenue is recognised when control of

the goods has transferred, being when the goods have been shipped to the customer (“outright sales”) or when the goods have

been sold by the customer (“consignment sales”). In addition, the apple season finishes before the end of the calendar year,

with performance obligations under both sales types satisfied for all sales made during that season.

Outright sales

Following shipment, revenue is recognised when 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 onselling the goods and bears the risks of loss in

relation to the goods. A receivable is recognised by the Group when it loses control, which is when the goods are delivered on

the ship at the port of shipment as this represents the point in time at which the right to consideration becomes unconditional,

as only the passage of time is required before the payment is due. Terms of payment are up to 45 days on arrival.

Consignment sales

Revenue is recognised by the Group when it loses control, which is when the goods are confirmed to be on-sold to the ultimate

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 the payment is due. Terms of payment are immediate upon on-sale.

Sale of petfood ingredients

The Group sells petfood ingredients to a number of international and domestic customers. Revenue is recognised when

control of the goods has transferred, being when the goods have been delivered to the customer (“delivered to destination

sales”) or when shipped to the customer (“outright sales”). Terms of payment are up to 120 days.

Delivered to destination sales

Following delivery, revenue is recognised when 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 onselling the goods and bears the risks of loss in

relation to the goods. A receivable is recognised by the Group when it loses control, which is when the goods are delivered

to the destination named 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 the payment is due.

Outright sales

Same as above under “Sale of agricultural produce - outright sales”.

Agricultural produce related services

The Group provides a number of agricultural produce related services to external apple growers, including packaging, cartage,

export documentation and export services. Each of those services is considered to be a distinct service as it is both regularly

supplied by the Group to customers on a stand-alone basis and is available for customers from other providers in the market.

A receivable is recognised by the Group when the service performance has been completed, and the performance obligation

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

of time is required before the payment is due. Terms of payment are up to 45 days.

Logistics services

The Group provides marine and air logistics services to domestic customers. Revenue is recognised by the Group at a point

in time, which is when the shipment is organised and the goods are on the ship or the aeroplane. The performance obligation is

satisfied at the point in time at which the right to consideration becomes unconditional, as only the passage of time is required

before the payment is due. Terms of payment are up to 60 days.

Annual Report - Year Ended 31 December 2023

Notes to the financial statements

B2. Cost of Sales, Administration and Operating Expenses
20232022

$000's$000's

Auditor's remuneration:

Deloitte Limited (New Zealand):

Audit of the financial statements:

Audit of the annual financial statements321 285

Other assurance services:

Audit of solvency certificate for Selacs Insurance Limited9 7

Sheehan & Company CPA, PC (United States):

Group reporting audit134 115

Review of subsidiary financial statements37 35

Lowe Lippmann (Australia):

Group reporting audit22 -

Bad debts incurred (recovered)2,847 (112)

Change in fair value adjustment to unharvested agricultural produce(4 80)(131)

Change in inventories11,559 (12,688)

Direct expenses91,267 99,408

Directors' fees716 677

Donations261 10

Electricity3,036 3,583

Employee benefits expense:

Post employment benefits - defined contribution plans1,232 1,265

Post employment benefits - defined benefit plans627 689

Salaries, wages and related benefits87,7 78 94,037

Other employee benefits456 609

Grower payments35,318 31,568

Insurance4,537 4,190

Management fees48 44

Materials and consumables153,817 182,046

Ocean and air freight92,533 118,136

Operating lease expenses1,990 2,218

Packaging13,673 14,029

Provision (reversal of) for write-down of inventories1,825 (107)

Repairs and maintenance5,222 5,637

508,785 545,550

Disclosed as:

Cost of sales444,662 492,547

Administration and operating expenses64,123 53,003

508,785 545,550


Employee benefits

An accrual is made for benefits due to employees in respect of wages and salaries, annual leave and long service leave when it is

probable that settlement will be required and they are capable of being measured reliably. Accruals are measured at their nominal

values using the remuneration rate expected to apply at the time of settlement.

Contributions to defined contribution plans are recognised as an expense when employees have rendered service entitling them to

the contributions.

The costs relating to shares issued in accordance with the Senior Executive Share Scheme are explained in note D2.

Scales Corporation Limited

Notes to the financial statements

B3. Other Income and Losses
20232022

$000's$000's

Dividends1 1

Gain on disposal of property, plant and equipment 118 66

Insurance proceeds4,809 -

Gain on joint ventures earn-out provision settlement1,307 -

Gain on joint ventures call options171 -

Government grants - Cyclone Gabrielle1,986 -

Gain (loss) on lease modification177 (1,854)

Fair value loss on interest-free related party loans(2,044)-

Remeasurement of gross liability on put options to non-controlling interest(4, 292)(4, 215)

2,233 (6,002)

Disclosed as:

Other income8,569 67

Other losses(6,336)(6,069)

2,233 (6,002)

B4. Finance Cost

Interest on loans3,234 1,140

Other interest7 73

Bank facility fees90 71

3,331 1,284

Finance costs consist of interest and other costs incurred in connection with the borrowing of funds. Interest expense is accrued on

a time basis using the effective interest method.

B5. Taxation

Income tax recognised in profit or loss

Income tax expense comprises:

Current tax expense8,077 9,324

Adjustments recognised in the current year in relation to the current tax of prior years 1,919 (143)

Deferred tax expense relating to the origination and reversal of temporary differences(4,867)( 1 ,7 74 )

Total income tax expense recognised in profit or loss5,1 2 9 7,4 07

The prima facie income tax expense on pre-tax accounting profit reconciles to the income tax expense in the financial statements

as follows:

Profit before tax29,803 45,638

Income tax expense calculated at applicable corporate tax rates7, 973 11,830

Non-assessable income(7,650)(5,404)

Non-deductible expenses4,454 1,124

Under (over) provision of income tax in previous year - current tax1,919 (143)

(Over) under provision of income tax in previous year - deferred tax(1,567)-

5,1 2 9 7,4 07

The tax rates used in the above reconciliation are the corporate tax rate of 28% payable by New Zealand companies under New

Zealand tax law, 30% payable by Australian companies under Australian tax law and 26.82% (2022: 25.5%) payable by US entities

under US tax law, being federal tax 21% and weighted average state tax 5.82% (2022: 4.5%). Shelby JV LLC and its subsidiaries

are look-through entities for US income tax purposes. Therefore, although the Group includes 100% of its net profit before tax,

separately disclosing non-controlling interest, the Group only includes 60% of its income tax.

Annual Report - Year Ended 31 December 2023

Notes to the financial statements


Opening

balance

Charged to

profit or loss

Charged

to other

comprehensive

income

Foreign

exchange

movements

Closing

Balance

$000's$000's$000's$000's$000's

Deferred tax liability


Taxable and deductible temporary differences

arise from the following:

31 December 2023

Deferred tax liabilities (assets):

Trade and other receivables82 (129)- - (47)

Unharvested agricultural produce7,0 4 2 (260)- - 6,782

Property, plant and equipment and software13,960 (2,517)1,002 (10)12,435

Trade and other payables(708)(389)- - (1,097)

Lease liability and right-of-use asset (NZ IFRS 16)(1,686)(32)- - (1,718)

Other financial assets and liabilities, joint ventures

and pension plan

(869)(1,540)3,159 (1)74 9

Net deferred tax liability17,821 (4,867)4 ,1 6 1 (11)17,104

31 December 2022

Deferred tax liabilities (assets):

Trade and other receivables11 71 - - 82

Unharvested agricultural produce6,877 165 - - 7,0 4 2

Property, plant and equipment and software15,985 (1,409)(753)137 13,960

Trade and other payables(850)142 - - (708)

Lease liability and right-of-use asset (NZ IFRS 16)(939)( 74 3 )- (4)(1,686)

Other financial assets and liabilities, joint ventures

and pension plan

1,860 - (2 ,724)(5)(869)

Net deferred tax liability22,944 (1 ,7 74 )(3,477)128 17,821

Current tax is the taxation expected to be paid to taxation authorities in respect of the current year. Deferred taxation is recognised

in respect of temporary differences between the tax bases of assets and liabilities and their carrying amounts in the Financial

Statements. Current and deferred tax is calculated on the basis of the laws enacted or substantively enacted at balance date.

Income tax

Current and deferred tax are recognised in profit or loss, except when the tax relates to items charged or credited to other

comprehensive income, in which case the tax is also recognised in other comprehensive income.

B6. Foreign Currency Transactions

In preparing the financial statements of the individual entities, the transactions in currencies other than New Zealand

dollars are recorded at the rates of exchange prevailing at the dates of the transaction. At the end of each reporting period

financial assets and liabilities denominated in foreign currencies are retranslated into New Zealand dollars at the rates

prevailing at the end of the reporting period.

Exchange differences from these transactions are recognised in profit or loss in the period in which they arise.

Income and expenses for each subsidiary whose functional currency is not New Zealand dollars are translated at exchange

rates that approximate the rates at the actual dates of the transactions. Assets and liabilities of each subsidiary are

translated at exchange rates at balance date.

All resulting exchange differences are recognised in the foreign exchange translation reserve, which is a separate

component of equity.

The effective portion of exchange differences on foreign currency borrowings designated as hedges of net investments in

foreign operations is also recognised in the foreign exchange translation reserve.

B5. Taxation (continued)

Scales Corporation Limited

Notes to the financial statements

C. Key Assets
IN THIS SECTION

This section shows the key assets Scales uses to generate operating revenues. There is information about:

• property, plant and equipment;

• unharvested agricultural produce;

• investments accounted for using the equity method;

• goodwill; and

• inventories.

C1. Property, Plant and Equipment

Land and

buildings at

fair value

Apple trees

at fair value

Plant and

equipment

at cost

Office

equipment

and motor

vehicles at

cost

Capital work

in progress

at costTotal

$000's$000's$000's$000's$000's$000's

Gross carrying amount

Balance at 1 January 2022143,451 35,394 71,308 12,401 8,065 270,619

Additions721 2 ,437 11,055 1,793 (1,414)14,592

Disposals- - (100)(534)(21)(655)

Revaluation8,257 (6,030)- - - 2,227

Effect of foreign currency translation158 - 301 2 29 490

Balance at 31 December 2022152,587 31,801 82,564 13,662 6,659 2 8 7, 2 7 3

Additions258 1,373 6,100 1,195 7,882 16,808

Disposals(402)- ( 1 , 2 74 )(815)(30)(2,521)

Revaluation(5,101)(853)- - - (5,954)

Effect of foreign currency translation(3)- (82)- (114)(199)

Balance at 31 December 2023147,339 32,321 87,308 14,042 14,397 295,407

Accumulated depreciation, and

impairment

Balance at 1 January 20221,264 800 44,986 9,70 0 - 56,750

Depreciation expense2,098 2 ,157 4,909 1,056 - 10,220

Disposals- - (39)(519)- (558)

Revaluation(2,098)(2,157)- - - (4, 255)

Impairment on revaluation67 3,661 - - - 3,728

Effect of foreign currency translation- - 183 1 - 184

Balance at 31 December 20221,331 4,461 50,039 10,238 - 66,069

Depreciation expense2 ,140 1,790 5,093 1,222 - 10,245

Disposals(375)- (1,973)(717)- (3,065)

Revaluation(1,979)(1,789)- - - (3,768)

Impairment on revaluation935 2 ,418 - - - 3,353

Impairment on disposals214 - 1,162 - - 1,376

Effect of foreign currency translation- - (22)- - (22)

Balance at 31 December 20232,266 6,880 54,299 1 0,74 3 - 74,188

Net book value

As at 31 December 2022151,256 27,340 32,525 3,424 6,659 221,204

As at 31 December 2023145,073 25,441 33,009 3,299 14,397 221,219

Annual Report - Year Ended 31 December 2023

Notes to the financial statements

C1. Property, Plant and Equipment (continued)
Accounting policy

Land, buildings and apple trees are included in the statement of financial position at their fair value at the date of revaluation,

less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Valuations are performed with

sufficient regularity such that the carrying amounts do not differ materially from those that would be determined using fair values

at the end of the reporting period.

Any valuation increase arising on the revaluation of such land, buildings and apple trees is recognised in other comprehensive

income and accumulated as a separate component of equity in the revaluation reserve, except to the extent that it reverses a

valuation decrease for the same asset previously recognised in profit or loss, in which case the increase is credited to profit or loss

to the extent of the decrease previously charged. A decrease in carrying amount arising on the revaluation of such land, buildings

and apple trees is charged to profit or loss to the extent that it exceeds the balance, if any, held in the revaluation reserve relating

to a previous revaluation of that asset.

Depreciation on revalued buildings and apple trees is charged to profit or loss. On the subsequent sale or retirement of revalued

property or apple trees, the attributable revaluation surplus remaining in the revaluation reserve is transferred directly to retained

earnings. No transfer is made from the revaluation reserve to retained earnings except when an asset is derecognised.

Office equipment, motor vehicles, plant and equipment are stated at cost less accumulated depreciation and accumulated

impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the item.

Depreciation is provided on property, plant and equipment, including buildings and apple trees but excluding land and capital work

in progress. Depreciation is charged so as to write off the cost or valuation of assets, other than land and capital work in progress,

over their estimated useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation

method are reviewed at each year end, with the effect of any changes in estimate accounted for on a prospective basis. The

following estimated useful lives are used in the calculation of depreciation:

Apple trees 30 years

Buildings 10 to 50 years

Office Equipment and Motor Vehicles 2 to 20 years

Plant and Equipment 2 to 25 years

The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference

between the sale proceeds and the carrying amount of the asset and is recognised in profit or loss.

Land and buildings carried at fair value

Land and buildings shown at valuation were valued at fair value as at 31 December 2023 by independent registered valuers Added

Valuation Limited and Logan Stone Limited. The valuations were arrived at by reference to market evidence of transaction prices

for similar properties.

The impact of Cyclone Gabrielle has been considered as part of the valuation process, refer to note G5.

In estimating the fair value of an asset or a liability, the Group uses market-observable data to the extent it is available. Where

Level 1 inputs are not available, the Group engages third party qualified valuers to perform the valuation. Group finance team led

by the Chief Financial Officer works closely with the qualified external valuers to establish the appropriate valuation techniques

and inputs to the model. The Chief Financial Officer reports the Group finance team’s findings to the Audit & Risk Management

Committee to explain the methods used and causes of fluctuations in the fair value of assets and liabilities.

The fair value of land and buildings is calculated on the basis of market value. Market value is determined by applying income

capitalisation and comparative sales calculations which are benchmarked against depreciated replacement cost calculations.

The valuations include adjustments to observable data for similar properties to take into account property-specific attributes.

The significant unobservable inputs, based on regional averages, for the land and buildings (mainly coolstores and packhouses)

are potential market comparative rentals $6 - $250 per square metre (2022: $5 - $250) and the capitalisation rates of 6.4% - 10%

(2022: 5.6% - 10%).

The higher the rental rates the higher the fair value. The higher the capitalisation rates the lower the fair value. Significant changes

in either of these inputs would result in significant changes to the fair value measurement. Orchard land is valued within the range

of $27,400 - $170,000 per hectare (2022: $39,500 to $180,000).

The Group’s land and buildings are classified as Level 3 in the fair value hierarchy.

The carrying amount of land and buildings had it been recognised under the cost model is $59,556,000 (2022: $62,365,000).

Apple trees carried at fair value

The Group’s apple orchards, being the apple trees other than the existing crop on the trees, were valued at fair value by Boyd

Gross B.Agr (Rural Val), Dip Bus Std, FNZIV, FPINZ of Logan Stone Limited as at 31 December 2023.

The market valuations completed by Boyd Gross were based on a discounted cash flows analysis of forecast income streams and

costs. They were benchmarked against a comparison of sales of other orchards adjusted to reflect the location, plantings, age and

varieties of trees and productive capabilities of the orchards. The fair value of orchard land and buildings are deducted from the

overall orchard valuation to give rise to the apple trees valuation. The impact of Cyclone Gabrielle has been considered as part of

the valuation process, refer to note G5.

Scales Corporation Limited

Notes to the financial statements

C1. Property, Plant and Equipment (continued)
The significant unobservable inputs, based on district averages, for the apple trees are:

20232022

Production levels (gross tray carton equivalent (tce)) per hectare2,894 - 5,4592,485 - 5,249

Orchard gate returns per tce$22.00 - $55.00$20.00 - $62.00

Orchard costs per tce$19.00 to $31.44$20.21 to $37.16

Discount rate15.5% - 17.5%15.6% - 17.1%

The higher the production levels and orchard gate return the higher the fair value. The higher the orchard costs and discount rate the

lower the fair value. Significant changes in any of these inputs would result in significant changes to the fair value measurement. The

Group’s apple trees are classified as level 3 in the fair value hierarchy.

The carrying amount of apple trees had it been recognised under the cost model is $11,039,000 (2022: $13,873,323).

The apple trees, on owned and leased orchards, have the following planting profile:

Total hectares planted

20232022

Premium varieties:

NZ Queen206 205

Pink Lady101 117

Red sports (Fuji and Royal Gala)275 268

Other premium236 1 74

Traditional varieties:

Braeburn34 86

Royal Gala122 152

Other traditional112 147

1,086 1 ,1 4 9

Risk management strategy:

The Group is exposed to financial risks arising from changes in climatic conditions, market prices and the value of the New Zealand

dollar. The Group mitigates these risks by geographical spread of orchards, installing hail and frost protection on orchards which

have shown to be more susceptible to these risks, utilising foreign currency derivative instruments and building close working

relationships with key customers.

C2. Unharvested Agricultural Produce

20232022

$000's$000's

Balance at beginning of the year25,149 24,561

Decrease due to harvest(25,149)(24,561)

Development expenditure24,981 26,388

Fair value adjustment(759)(1,239)

Balance at end of the year24,222 2 5,1 4 9

The assessment of the value of unharvested agricultural produce was undertaken by management, using a discounted cash flow

model, and is calculated as the fair value less estimated harvest and post-harvest costs (including costs to sell) of the unharvested

crop on the trees at the reporting date. The risk adjusting discount rate represents an allowance for adverse events that may affect

crop, harvest and/or market conditions. This calculation is also benchmarked against orchard costs incurred during the current

growing cycle.

The Group’s unharvested agricultural produce is classified as Level 3 in the fair value hierarchy.

The significant unobservable inputs included in the model are the:

20232022

Production levels (tonnes per hectare per annum)42 - 16460 - 111

Orchard gate returns per tce$24 to $67$23 to $65

Risk adjusting discount rates 46% to 64%46% to 64%

The higher the yield per hectare and the higher the orchard gate returns per tce, the higher the fair value. The higher the risk

adjusting discount rate, the lower the fair value.

Annual Report - Year Ended 31 December 2023

Notes to the financial statements

C3. Investments Accounted for Using the Equity Method
Details of each of the Group’s material joint ventures at the end of the reporting period are as follows:

Joint venturesPrincipal activity

Country of

incorporation HoldingBalance date

20232022

ANZ Exports Pty LtdTrading companyAustralia42.50%42.50%30 June

Esro Petfood B.VTrading companythe Netherlands50%N /A31 December

FI Group Holding Pty LtdTrading companyAustralia50%50%30 June

Meateor Australia Pty LtdTrading companyAustralia33.33%33.33%30 June

Meateor Pet Foods Limited PartnershipTrading companyNew Zealand 50%50%31 December

Profruit (2006) LimitedTrading companyNew Zealand 50%50%31 December

Summarised financial information in respect of the Group’s joint ventures is set out below. The aggregate summarised financial

information below represents amounts in joint ventures’ financial statements prepared in accordance with NZ IFRS Standards.

The Australian incorporated entities have a balance date of 30 June which aligns with the income tax year in Australia.

On 31 October 2022, Scales acquired the shareholdings of FI Group Holding Pty Limited, ANZ Exports Pty Limited and Meateor

Australia Pty Limited. On the same date, Scales provided a put option to the other shareholders of each entity for the remaining

shares and the shareholders provided Scales with a call option for the remaining shares. The exercise price is set at a value based on

a multiple of the respective entities EBITDA. The options are recorded in the statement of financial position, refer to note E2.

On 10 August 2023, Scales subscribed to a 50% shareholding in a Europe based newly established petfood ingredient processing

operation, Esro Petfood B.V.

Summarised financial information for Profruit (2006) Limited for the year ended 31 December

20232022

$000's$000's

Current assets17,096 14,558

Non-current assets6,032 6,015

Current liabilities(7,390)(4,717)

Non-current liabilities- (2,142)

Net assets15,738 13,7 14

Group's share in the net assets7,869 6,857

Carrying amount of investment in equity accounted entities7,869 6,857

The above amounts of assets and liabilities include the following:

Cash and cash equivalents491 164

Current financial liabilities (excluding trade and other payables and provisions)(2 ,14 3)(326)

Non-current financial liabilities (excluding trade and other payables and provisions)- (2,142)

Capital commitments357 278

Revenue26,225 26,504

Profit for the year after tax3,525 2 ,128

Other comprehensive income attributable to the owners of the company- -

Total comprehensive income3,525 2 ,1 2 8

The above profit for the year includes the following:

Depreciation and amortisation668 646

Interest expense734 469

Income tax expense1,383 838

Scales Corporation Limited

Notes to the financial statements

Reconciliation of the above summarised financial information to the carrying amount of the interest in the joint venture recognised in
the consolidated financial statements:

20232022

$000's$000's

Share of profit before taxation2 ,454 1,484

Share of income tax(692)(415)

Share of other comprehensive income (net of tax)- -

Share of net profit for the year and total comprehensive income1,76 2 1,069

Carrying value at beginning of the year6,857 6,663

Dividends and distributions paid(750)(875)

Investment in equity accounted entities7,869 6,857

Summarised financial information for Meateor Pet Foods Limited Partnership for the year ended 31 December

Current assets28,162 25,679

Non-current assets33,389 29,328

Current liabilities(14,421)(10,526)

Non-current liabilities(3,862)(2,847)

Net assets43,268 41,634

Group's share in the net assets of equity accounted entities21,634 20,817

Carrying amount of investment in equity accounted entities21,634 20,817

The above amounts of assets and liabilities include the following:

Cash and cash equivalents422 320

Current financial liabilities (excluding trade and other payables and provisions)(8,400)(3,600)

Non-current financial liabilities (excluding trade and other payables and provisions)- -

Capital commitments750 2,000

Revenue53,007 52,665

Profit for the year after tax1,788 3,224

Other comprehensive income attributable to the owners of the company(154)1,634

Total comprehensive income

1,634 4,858

The above profit for the year includes the following:

Depreciation and amortisation1,322 1,253

Interest expense649 245

Income tax expense- -

Reconciliation of the above summarised financial information to the carrying amount of the interest in the joint venture recognised in

the consolidated financial statements:

Share of profit before taxation894 1,612

Share of income tax- -

Share of other comprehensive income (net of tax)(77)817

Share of net profit for the year and total comprehensive income817 2,429

Carrying value at beginning of the year20,817 19,388

Dividends and distributions paid by equity accounted entities- (1,000)

Investment in equity accounted entities21,634 20,817

C3. Investments Accounted for Using the Equity Method (continued)

Annual Report - Year Ended 31 December 2023

Notes to the financial statements

Summarised financial information for the Fayman equity accounted entities for the year ended 31 December
The accounting for the acquisitions of FI Group Holdings Pty Limited, ANZ Exports Pty Limited and Meateor Australia Pty Limited

have been finalised during 2023. The 2022 comparatives have been restated to record the goodwill on acquisition. The finalisation of

the acquisition accounting resulted in the restatement of the 2022 comparatives to record goodwill on acquisition.

2023

2022

(Restated)

$000's$000's

Current assets62,020 35,931

Non-current assets67,6 9 3 33,756

Current liabilities(43,255)(21,613)

Non-current liabilities(37,668)(13,678)

Net assets48,790 34,396

Group's share in the net assets of equity accounted entities24,059 17,199

Goodwill10,117 10,713

Effect of foreign exchange translation224 (841)

Carrying amount of investment in equity accounted entities34,400 2 7,07 1

The above amounts of assets and liabilities include the following:

Cash and cash equivalents492 1,533

Current financial liabilities (excluding trade and other payables and provisions)(27,035)(14,742)

Non-current financial liabilities (excluding trade and other payables and provisions)(39,036)(13,607)

Revenue384,033 48,546

Profit for the year after tax10,511 4,112

Other comprehensive income attributable to the owners of the company1,031 -

Total comprehensive income

11,542 4,112

The above profit for the year includes the following:

Depreciation and amortisation876 7

Interest expense1,820 268

Income tax expense5,17 7 1,706

Reconciliation of the above summarised financial information to the carrying amount of the interest in the joint venture recognised in

the consolidated financial statements:

Share of profit before taxation7,1 2 1 2 ,783

Share of income tax(1,647)(839)

Share of other comprehensive income (net of tax)1,631 -

Share of net profit for the year and total comprehensive income7,105 1,944

Carrying value at beginning of the year27,07 1 -

Investment acquired- 25,968

Dividends and distributions paid by equity accounted entities- -

Effect of foreign exchange translation224 (841)

Investment in equity accounted entities34,400 2 7,07 1

C3. Investments Accounted for Using the Equity Method (continued)

Scales Corporation Limited

Notes to the financial statements

Summarised financial information for Esro Petfood B.V. for the year ended 31 December
2023

$000's

Current assets1,838

Non-current assets5,479

Current liabilities(1,040)

Non-current liabilities(7,984)

Net assets(1,707 )

Group's share in the net assets of equity accounted entities(854)

Effect of foreign exchange translation-

Carrying amount of investment in equity accounted entities-

The above amounts of assets and liabilities include the following:

Cash and cash equivalents566

Current financial liabilities (excluding trade and other payables and provisions)(105)

Non-current financial liabilities (excluding trade and other payables and provisions)(7,984)

Revenue714

Profit for the year after tax(1,340)

Other comprehensive income attributable to the owners of the company-

Total comprehensive income

(1,340)

The above profit for the year includes the following:

Depreciation and amortisation69

Interest expense211

Income tax expense447

Reconciliation of the above summarised financial information to the carrying amount of the interest in the joint venture recognised in

the consolidated financial statements:

Share of profit before taxation-

Share of income tax-

Share of other comprehensive income (net of tax)-

Share of net profit for the year and total comprehensive income-

Carrying value at beginning of the year-

Dividends and distributions paid by equity accounted entities-

Effect of foreign exchange translation-

Investment in equity accounted entities-

Esro Petfood B.V. generated a loss of $1.3m, (Scales share of $0.6m) for the year end 31 December 2023. Scales does not provide a

guarantee which results in the loss being capped at zero. For financial reporting purposes no profit has been recognised in Scales

Group result for 2023.

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets

of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when

decisions about the relevant activities require unanimous consent of the parties sharing control.

The results and assets and liabilities of joint ventures are incorporated in these consolidated financial statements using the equity

method of accounting. Under the equity method, an investment in a joint venture is initially recognised in the consolidated statement

of financial position at cost and adjusted thereafter to recognise the Group’s share of the profit or loss and other comprehensive

income of the joint venture. Dividends or distributions received from a joint venture reduce the carrying amount of the investment in

that joint venture in the Group financial statements. When the Group’s share of losses of a joint venture exceeds the Group’s interest

in that joint venture, the Group discontinues recognising its share of further losses. Additional losses are recognised only to the

extent that the Group has incurred legal or constructive obligations or made payments on behalf of the joint venture.

An investment in a joint venture is accounted for using the equity method from the date on which the investee becomes a joint

venture until the date it ceases to be a joint venture. On acquisition of the investment in a joint venture, any excess of the cost of

the investment over the Group’s share of the net fair value of the identifiable assets and liabilities of the investee is recognised as

goodwill, which is included within the carrying value of the investment. The requirements of NZ IAS 36 Impairment of Assets are

applied to determine whether it is necessary to recognise any impairment loss.

C3. Investments Accounted for Using the Equity Method (continued)

Annual Report - Year Ended 31 December 2023

Notes to the financial statements

C4. Goodwill
20232022

$000's$000's

Gross carrying amount

Balance at beginning of the year45,527 43,392

Impairment of goodwill

(8,531)-

Effect of foreign currency exchange differences(24)2 ,135

Balance at end of the year36,972 45,527

Goodwill arising on the acquisition of a business is carried at cost as established at the date of acquisition of the business less

accumulated impairment losses, if any. Goodwill is tested for impairment annually, or more frequently if there are indications that

goodwill might be impaired. For the purpose of impairment testing, goodwill has been allocated to the cash-generating units (CGUs)

listed below which represent the lowest level at which the Directors monitor goodwill.

Horticulture - Fern Ridge

5,702 5,702

Horticulture - Mr Apple

- 8,531

Global Proteins - Shelby

29,315 29,339

Logistics

1,955 1,955

36,972 45,527

As at 31 December 2023, the Directors have determined, based on discounted cash flow and value in use calculations, that there is

no impairment of goodwill associated with Fern Ridge, Shelby and Logistics.

The discounted cash flow and value in use calculation uses future cash flows covering a five year period based on a Board approved

budget. The model was based on the following key assumptions:

20232022

Pre-tax discount rates12-16%12-16%

Annual growth rates3%3%

The Directors consider that any reasonably possible changes in the key assumptions would not cause the carrying amount of any of

the CGUs to exceed their recoverable amount.

The directors have determined that there is an impairment of the Mr Apple CGU as at 30 June 2023, as the carrying value exceeded

the recoverable amount. The impairment arose due to the orchard damage and reduced volumes due to Cyclone Gabrielle, refer to

note G5, and increasing interest rates.

The directors estimated the recoverable amount of the Mr Apple CGU based on a value in use calculation which uses future cash

flows covering a 5-year period.

Mr Apple CGU$000's

Recoverable amount of the Mr Apple CGU211,978

Carrying value220,509

Impairment(8,531)

20232022

Key assumptions:

Post-tax discount rate9.02%8.67%

Terminal growth rate beyond year 52.10%2.00%

The post-tax discount rate was determined based on the weighted average cost of capital which utilises past experience and

external sources.

The sensitivity of the recoverable amount of the Mr Apple CGU to reasonably possible changes is set out below:

$000's$000's

+0.5%-0.5%

Post-tax discount rate(14,784)1 7,0 07

Terminal growth rate12,214 (10,568)

+5%-5%

Forecast earnings16,781 (16,781)

As a result of the impairment testing, the impairment was wholly allocated to the Mr Apple CGU goodwill.

Scales Corporation Limited

Notes to the financial statements

C5. Inventories
20232022

$000's$000's

Finished goods 24,854 37,810

Other 4,689 4,837

29,543 42,647

Inventories are stated at the lower of cost and net realisable value. Cost means the actual cost of the inventory and in determining cost

the first in first out basis of stock movement is followed, with due allowance having been made for obsolescence. Net realisable value

represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale.

A provision of $1.6m has been recorded relating to aged inventory within the Global Proteins division. The provision relates to inventory

that has reached or nearing its expiry date and cannot be sold or may not be sold with certainty in the market. The provision includes

the costs of the inventory plus disposal costs.

C6. Impairment of Assets

At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible 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 it is not possible to estimate

the recoverable amount of an individual asset, the Group estimates the recoverable amount of the CGU to which the asset belongs.

A CGU to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that

the unit may be impaired. If the recoverable amount of the CGU is less than its carrying amount, the impairment loss is allocated

first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the

carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss and is not reversed

in subsequent periods.

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

tax 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 (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or

CGU) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset

is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

C7. Software

Software is stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditure that is

directly attributable to the acquisition of the item. Amortisation is calculated on a straight line basis. The estimated useful live of 3

years is used in the calculation of amortisation.

20232022

$000's$000's

Gross carrying amount

Opening balance8,233 7, 2 3 9

Additions325 994

Closing balance8,558 8,233

Accumulated amortisation

Opening balance(6,901)(6,522)

Amortisation expense(497)(379)

Closing balance(7,398)(6,901)

Net book value1,160 1,332

Annual Report - Year Ended 31 December 2023

Notes to the financial statements

D. Capital Funding
IN THIS SECTION

This section explains how Scales manages its capital structure and how dividends are returned to shareholders.

In this section there is information about:

• equity;

• dividends paid; and

• earnings per share.

Capital management

The Group’s capital includes share capital, reserves and retained earnings. The Group’s policy is to maintain a strong capital base

so as to maintain investor, creditor and customer confidence and to sustain the future development of the business. The impact of

the level of capital on shareholders’ return is also recognised and the Group recognises the need to maintain a balance between the

higher returns that might be possible with greater gearing and the advantages and security afforded by a sound capital position.

D1. Share Capital

Issued and paid up capital consists of 143,095,981 fully paid ordinary shares (2022: 142,721,868) less treasury stock of 1,160,229

shares (2022: 1,088,295 shares) (refer to note D2). All shares rank equally in all respects.

Shares issued or purchased on market under the Senior Executive Share Scheme (Share Scheme) (note D2) are treated as treasury

stock until vesting to the employee.

Number of shares

20232022

Fully paid ordinary shares:

Opening balance

142,721,868 142,394,837

Share Scheme - shares issued

374,113 327,031

Closing balance

143,095,981 142,721,868

Treasury stock:

Opening balance

1,088,295 1,230,166

Share Scheme - shares issued

374,113 327,031

Share Scheme - shares forfeited and sold

(28,898)(27,657)

Share Scheme - shares fully vested

(273,281)(441,245)

Closing balance

1,160,229 1,088,295

The available subscribed capital of $50,313,936 (2022: $49,101,810) represents the amount of the shareholders’ equity that is

available to be returned to shareholders on a tax-free basis.

In accordance with the Companies Act 1993 the Company does not have a limited amount of authorised capital and issued shares

do not have a par value.

Movement in share capital related to share-based payments:

20232022

$000's$000's

Equity-settled employee benefit share scheme vested

Interest-free loan became full recourse

730 1,233

Accumulated share option value reclassified from reserve into share capital

499 804

Accumulated dividends reclassified from retained earnings into share capital

145 234

1 , 3 74 2,271

Scales Corporation Limited

Notes to the financial statements

D2. Reserves
Revaluation

Cash flow

hedge

Share

of joint

ventures

Equity-

settled

employee

benefits

Foreign

exchange

translation

Pension

plan

reserve

Total

reserves

$000's$000's$000's$000's$000's$000's$000's

Balance at 1 January 202286,310 5,021 (70)1,277 (168)(210)92,160

Other comprehensive income (loss)7, 2 3 5 (7,707)588 - 330 179 625

Transfer to retained earnings- - - - - - -

Recognition of share-based

payments

- - - 609 - - 609

Shares fully vested- - - (804)- - (804)

Balance at 31 December 202293,545 (2,686)518 1,082 162 (31)92,590

Other comprehensive (loss) income(3,188)8,086 1,576 - 307 107 6,888

Transfer to retained earnings- - - - - - -

Recognition of share-based payments

- - - 456 - - 456

Shares fully vested- - - (499)- - (499)

Balance at 31 December 202390,357 5,400 2,094 1,039 469 76 99,435

Revaluation reserve

The revaluation reserve arises on the revaluation of land, buildings and apple trees, net of the related deferred tax.

Cash flow hedge reserve

The cash flow hedge reserve represents the unrealised gains and losses on interest rate and foreign currency contracts taken out to

manage the Group interest rate and foreign currency risks, net of the related deferred tax.

Equity-settled employee benefits reserve - LTI Scheme

The Share Scheme involves the Company making available interest-free loans to selected senior executives to acquire shares in the

Company. The senior executives will not gain any benefit with respect to the shares purchased under the Share Scheme unless they

remain in employment with the Group for a period of three years from the date of acquisition of those shares.

The shares are held by a custodian during the restricted period and are then transferred to the senior executive. All net dividends or

distributions received in respect of the shares must be applied to repayment of the interest-free loan.

Grant dateVesting date

Exercise

price ($)

Number of shares

Opening

balanceGrantedForfeited

Vested and

exercised

Closing

balance

30 April 2020 - FY1930 April 20233.20282,125 - (8,844)(273,281)-

28 June 2020 - FY19R24 August 20244.19194,511 - - - 194,511

30 April 2021 - FY2030 April 20243.20284,628 - (8,922)- 275,706

30 April 2022 - FY2130 April 20253.20327,031 - (11,132)- 315,899

30 April 2023 - FY2230 April 20263.33- 374,113 - - 374,113

Total1,088,295 374,113 (28,898)(273,281)1,160,229

The weighted average share price for shares that vested during 2023 was $3.14.

The shares issued vest over three years. The estimated value of the share options is determined using the Black-Scholes pricing

calculator and is amortised over the restricted period. This cost is expensed with the corresponding credit included in the equity-settled

employee benefits reserve. Expected share price volatility was based on historical volatility of the Company’s ordinary shares.

Annual Report - Year Ended 31 December 2023

Notes to the financial statements

The inputs into the option pricing calculator are:
20232022

FY22FY21

Issue date share price, $3.24 5.03

Expected share price volatility, %25 25

Option life, years3 3

Risk-free interest rate, %4.14 3.27

Exercise price, $3.33 3.20

Fair value, at the grant date, $0.69 2.21

Equity-settled employee benefits reserve - PSR Scheme

On 15 December 2023 the Board approved the Scales’ Performance Share Rights Plan to grant performance rights to key senior

management personnel as a long-term incentive programme. The first round of performance rights were issued under this

programme during the period.

Performance rights granted are summarised below:

Grant dateVesting date

Number of rights

Opening

balanceGrantedForfeited

Vested and

exercised

Closing

balance

20 December 2023 - FY23 Tranche 19/03/26 - 5 6 ,74 8 - - 5 6 ,74 8

20 December 2023 - FY23 Tranche 223/03/26 - 38,113 - - 38,113

20 December 2023 - FY23 Tranche 39/03/26 - 228,095 - - 228,095

Total Shareholder Return (TSR) Hurdles - Tranches 1 and 3

The proportion of performance rights subject to the absolute TSR growth hurdle which may vest is dependent on Scales’ TSR

compound annual growth rate (CAGR) across a 3-year measurement period. TSR is the Company’s total shareholder returns. TSR

measures the total return received by Scales’ investors from the increase in the “market value” of an ordinary share in Scales and the

receipt of gross dividends and other distributions, from the Commencement Date to the Vesting date.

For each tranche that vests the rights are awarded on a straight-line basis dependent on the TSR CAGR achieved. The percentage

of TSR related performance rights vest according to the following performance criteria for each unvested tranche:

FY23 Round

Tranche 1 - % vesting

0%< 8.5% CAGR

25%= 8.5% CAGR

26% - 99% (Straight-line prorata)> 8.5%, < 12.5% CAGR

100%= 12.5% CAGR

FY23 Round

Tranche 3 - % vesting

0%= 12.5 % CAGR

1% - 99% (Straight-line prorata)> 12.5%, < 31.1% CAGR

100%= 31.1% CAGR

The TSR performance tranches are calculated across the following periods:

Round Vesting Period

FY23 - Tranche 1 and 3 20 December 2023 to 7 days after the announcement date of the FY25 Result

D2. Reserves (continued)

Scales Corporation Limited

Notes to the financial statements

D2. Reserves (continued)
The fair value of the TSR performance rights have been valued under a variant of the dividend adjusted Monte Carlo simulation.

The fair value of TSR performance rights, along with the assumptions used to simulate the future share prices are shown below:

FY23 - Tranche 1FY23 - Tranche 3

Current price at grant date$3.17$3.17

Risk free interest rate4.53%4.53%

Expected life (years)2.2 years2.2 years

Expected share volatility

1

31.12%31.12%

1. Volatility represents the volatility of the Scales Corporation’s NZD share price over a 3-year period to December 2023.

The estimated fair value for each tranche of performance rights issued is amortised over the vesting period from the grant date.

EPS Hurdles - Tranche 2

The proportion of performance rights subject to the EPS growth hurdle which may vest is dependent on Scales’ EPS compound

annual growth rate (CAGR) across a 3-year measurement period. For each tranche that vests the rights are awarded on a straight-

line basis dependent on the EPS CAGR achieved. EPS growth hurdle is considered a non-market condition. The percentage of EPS

related performance rights vest according to the following performance criteria:

FY23 Round

Tranche 2 - % vesting

0%< 5% CAGR

25%= 5% CAGR

26% - 99% (Straight-line prorata)> 5%, < 10% CAGR

100%= 10% CAGR

The EPS performance is calculated across the following periods:

Round Vesting Period

FY23 - Tranche 2 20 December 2023 the announcement date of the FY25 Result

The fair value of the EPS performance rights have been assessed as Scales’ share price as at grant date less the present value of the

dividends forecast to be paid prior to each vesting date.

The estimated fair value for each tranche of performance rights issued is amortised over the vesting period from grant date.

Vesting of performance rights also requires the employee to remain in employment with the Company during the performance

period. The Company has expensed in the income statement nil (2022: nil) in relation to performance rights.

Foreign exchange translation reserve

Hedges of a net investment in a foreign operation, including a hedge of a monetary item that is accounted for as part of the net

investment, are accounted for in two ways. Gains or losses relating to the effective portion of the hedge are recognised in other

comprehensive income. Any gains or losses relating to the ineffective portion of the hedge are recognised in profit or loss.

Gains or losses arising on translation of foreign subsidiaries results (Note B6) are also recognised in this reserve.

Annual Report - Year Ended 31 December 2023

Notes to the financial statements

D3. Dividends Attributable to Equity Holders of the Company
20232022

$000's$000's

Final dividend paid - 13.00 (2022: 9.50) cents per share18,452 13,444

Interim dividend declared - 4.25 (2022: 6.00) cents per share6,041 8,503


24,493 21,947

All above dividends were fully imputed.

The 2023 interim dividend was declared on 8 December 2023 and paid on 18 January 2024.

D4. Imputation Credit Account

20232022

$000's$000's

Balance at end of the year8,651 18,057

The imputation credit account balance represents the net amount available at the reporting date that can be attached to future

dividends declared.

The Scales Corporation Limited consolidated tax group for income tax includes Scales Corporation Limited and all New Zealand

registered subsidiary companies other than Scales Employees Limited and Fern Ridge Produce Limited.

D5. Earnings Per Share

Basic earnings per share is calculated by dividing the profit attributable to 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.

20232022

Profit attributable to equity holders of the Company ($000’s):

5,235 19,412

Weighted average number of shares:

Ordinary shares141,831,545 141,413,787

Effect of dilutive ordinary shares (non-vested Senior Executive Share Scheme)116,268 302,534

Weighted average number of Ordinary Shares for diluted earnings per share 141,947,813 141,716,321

Earnings per share (cents):

Basic - continuing3.7 13.7

Diluted - continuing3.7 13.7

Scales Corporation Limited

Notes to the financial statements

E. Financial Assets and Liabilities
IN THIS SECTION

This section explains the financial assets and liabilities of Scales, the related risks and how Scales manages these risks.

In this section of the notes there is information on:

• the accounting policies, judgements and estimates relating to financial assets and liabilities; and

• the financial instruments used to manage risk.

Accounting Policies

Financial assets

Financial assets are classified into the following specified categories: financial assets ‘at fair value through profit or loss’ (FVTPL) and

‘measured at amortised cost’.

The classification depends on the business model for managing the financial asset and the cash flow characteristics of the financial

asset and is determined at the time of initial recognition or when a change in the business model occurs.

Financial assets at fair value through profit or loss

Financial assets are classified as financial assets at fair value through profit or loss if they are not measured at cost or amortised cost.

Gains and losses on a financial asset designated in this category and not part of a hedging relationship are recognised in profit or loss.

Financial assets measured at amortised cost

The Group’s financial assets held in order to collect contractual cash flows that are solely payments of principal and interest on the

principal outstanding are measured at amortised cost. Cash and cash equivalents, trade receivables and employee loans are classified

in this category.

Impairment of financial assets

The Group recognises a loss allowance for expected credit losses (ECL) on investments in debt instruments that are measured at

amortised cost, trade and other receivables. The amount of expected credit losses is updated at each reporting date to reflect changes

in credit risk since initial recognition of the respective financial instrument.

The Group always recognises lifetime ECL for trade receivables. The expected credit losses on these financial assets is estimated

using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors,

general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date,

including time value of money where appropriate.

For all other financial instruments, the Group recognises lifetime ECL when there has been a significant increase in credit risk since

initial recognition. However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the Group

measures the loss allowance for that financial instrument at an amount equal to twelve-month ECL.

Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial

instrument. In contrast, twelve-month ECL represents the portion of lifetime ECL that is expected to result from default events on

a financial instrument that are possible within twelve months after the reporting date.

For financial assets, the expected credit loss is estimated as the difference between all contractual cash flows that are due to the Group in

accordance with the contract and all the cash flows that the Group expects to receive, discounted at the original effective interest rate.

Financial liabilities measured at amortised cost

The Group’s financial liabilities include trade and other payables and borrowings. These financial liabilities are initially recognised

at fair value net of any directly attributable costs. Subsequent to initial recognition, they are measured at amortised cost using the

effective interest method.

Derivative financial instruments

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

remeasured to their fair value with reference to observable market data at the end of each reporting period. The resulting gain

or loss is recognised in profit or loss immediately unless the derivative is designated as an effective hedging instrument, in

which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship. The Group designates

certain derivatives as cash flow hedges. A derivative is presented as a non-current asset or a non-current liability where the cash

flow will occur after twelve months and it is not expected to be realised or settled within twelve months. Other derivatives are

presented as current assets or current liabilities.

Hedge accounting

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.

Annual Report - Year Ended 31 December 2023

Notes to the financial statements

E1. Trade and Other Receivables
20232022

$000's$000's

Trade receivables25,589 36,170

Other receivables3,637 1,964

Owing by entities accounted for using the equity method1,628 924

Goods and services tax3,175 3,044

34,029 42,102

Credit risk management

The Group activities expose it to credit risk which refers to the risk that a counterparty will default on its contractual obligations resulting

in financial loss to the Group. Financial instruments which potentially subject the Group to credit risk principally consist of cash and

cash equivalents, trade and other receivables and advances. The Group performs credit evaluations on trade customers, obtains trade

credit insurance as appropriate but generally does not require collateral. The Group continuously monitors the credit quality of its

major receivables and does not anticipate non-performance of those customers. Cash and cash equivalents are placed with high credit

quality financial institutions.

There is a significant concentration of credit risk with 5 customers who represent 35.95% (2022: 5 customers who represented 44.42%)

of trade and other receivables.

The carrying amount of financial assets recorded in the financial statements represents the Group’s maximum exposure to credit risk.

Included in trade receivables are debtors which are past due at balance date, as payment was not received within one month, and for

which provision for expected credit losses was not material as there has not been a significant change in credit quality and the amounts

are still considered recoverable. No collateral is held over these balances although trade credit insurance cover is obtained in respect of

some specific receivables. Interest is not charged on overdue debtors. The ageing of these past due trade receivables is:

1 month5,159 4,998

2 months2,049 1,288

More than 2 months6,895 13,981

14,103 20,267

There was an ECL provision of $0.4m as at 31 December 2023 (2022: nil), which is included within the Trade Receivables balance

above.

Cash flow hedges

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, and is included in ‘other income’ or ‘other losses’.

Amounts recognised in the hedging reserve are reclassified from equity to profit or loss in the periods when the hedged item is

recognised in profit or loss, in the same line as the recognised hedged item. Hedge accounting is discontinued when the Group

revokes the hedging relationship, the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge

accounting. Any cumulative gain or loss deferred in the hedging reserve at that time remains in equity and is recognised when

the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, the

cumulative gain or loss that was deferred in the hedging reserve is recognised immediately in profit or loss.

Hedges of net investments in foreign operations

Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the hedging

instrument relating to the effective portion of the hedge is recognised in other comprehensive income and accumulated under the

heading of foreign exchange translation reserve. The gain or loss relating to the ineffective portion is recognised immediately in

profit or loss. Gains and losses on the hedging instrument relating to the effective portion of the hedge accumulated in the foreign

exchange translation reserve are reclassified to profit or loss on the disposal of the foreign operation.

E. Financial Assets and Liabilities (continued)

Scales Corporation Limited

Notes to the financial statements

E2. Other Financial Assets
20232022

Current:

$000's$000's

At fair value:

Foreign currency derivative instruments5,217 4,435

Interest rate swap contracts and forward rate agreements772 503

5,989 4,938

Non-current:

At fair value:

Foreign currency derivative instruments13,678 9,853

Interest rate swap contracts and forward rate agreements262 1,004

Joint venture call option171 -

Shares in unlisted companies184 184

At amortised cost:

Employee loans2,103 1,628

Related party loans12 ,679 2,842

29,077 15,511

E3. Trade and Other Payables

Trade payables10,224 16,127

Accruals11,816 15,565

Employee entitlements4,406 5,534

26,446 3 7, 2 2 6

E4. Borrowings

Borrowings are recorded initially at fair value, net of transaction costs. Subsequent to initial recognition, borrowings are measured

at amortised cost with any difference between the initial recognised amount and the redemption value being recognised in profit

or loss over the period of the borrowing using the effective interest method. The fair value of current and non-current borrowings is

approximately equal to their carrying amount.

The Group replaced existing Multi-Option Facility Agreements with Coöperatieve Rabobank U.A., New Zealand Branch (Rabobank)

and Westpac New Zealand Limited (Westpac) with new agreements on 11 November 2021. The existing facility agreement with ANZ

bank New Zealand Limited (ANZ) was also replaced with a new agreement on 11 November 2021. The AUD and USD denominated

loans are designated as a hedge of net investments in foreign operations.

Facility limitUndrawn facility

2023202220232022

Facility

$000's$000's$000's$000's

Rabobank term facility, NZD1,000 1,000 - -

Rabobank term facility, USD11,635 11,635 - -

Rabobank term facility, AUD12,500 - - -

Rabobank seasonal facility, NZD5,000 1,000 5,000 1,000

Westpac term facility, NZD1,000 1,000 - -

Westpac term facility, USD11,635 11,635 - -

Westpac term facility, AUD12,500 - - -

Westpac seasonal facility, NZD5,000 1,000 5,000 1,000

ANZ overdraft, NZD1,000 1,000 1,000 1,000

Annual Report - Year Ended 31 December 2023

Notes to the financial statements

E4. Borrowings (continued)
The floating interest rate is 4.24% to 6.87% (2022: 1.91% to 5.85%) and the term borrowing facility expiry date is 1 July 2025.

Seasonal facilities presented as current borrowings are due for repayment within one year. The bank facilities are secured by a

first ranking security interest granted by each of the Charging Group Companies over all its present and after-acquired property

(including proceeds) and a first ranking security interest over any of the Charging Group Companies’ present and future assets

and undertakings which are not personal property. The bank facilities are also secured by first and exclusive registered mortgages

over property comprising coolstores, orchards and industrial and commercial property owned by members of the Charging Group.

Charging Group Companies as at 31 December 2023 are Scales Corporation Limited, Scales Holdings Limited, Mr Apple New

Zealand Limited, New Zealand Apple Limited, Fern Ridge Produce Limited, Geo.H.Scales Limited, Meateor Foods Limited, Scales,

Logistics Limited and Meateor Group Limited.

Term borrowings

20232022

$000's$000's

Seasonal (current) and term (non-current) borrowings:

Opening balance38,732 36,060

Drawdowns27,306 -

Effect of foreign currency translation(391)2 ,672

65,647 38,732

E5. Other Financial Liabilities

Current financial liabilities at fair value:

20232022

$000's$000's

Foreign currency derivative instruments4,554 7,209

Put options13,970 8,236

18,524 15,445

Non-current financial liabilities at fair value:

Foreign currency derivative instruments6,699 11,802

Put option- 1,586

6,699 13,388

In 2018 the Group acquired 60% of Shelby JV LLC and its subsidiaries Shelby Foods LLC, Shelby Exports Inc, Shelby Cold Storage

LLC, Shelby Trucking LLC and Shelby Properties LLC (collectively, Shelby Group).

As part of the transaction, the Company entered into an agreement with the vendor whereby the vendor has an option to put a

further 5% of total units in Shelby Group to Scales at a value based on a multiple of Shelby Group EBITDA. The obligation to acquire

the ownership interest under the put option is included in other financial liabilities.

E6. Interest Rate Risk

Interest rate risk management

The Group is exposed to interest rate risk as it borrows funds at floating interest rates. Management monitors the level of interest

rates on an ongoing basis and may use interest rate swaps and forward rate agreements to manage interest rate risk.

Interest rate swap contracts and forward rate agreements

Under interest rate swap contracts and forward rate agreements, the Group agrees to exchange the difference between fixed and

floating rate interest amounts calculated on agreed notional principal amounts. Such contracts, some of which can commence in

future reporting years, enable the Group to mitigate the risk of changing interest rates on the cash flow exposures on the issued

floating rate debt. The fair value of these contracts at the reporting date is determined by discounting the future cash flows using the

forward interest rate curves at reporting date and the credit risk inherent in the contracts. The average contracted fixed interest rate

is based on the notional principal amount at balance date.

The Group’s interest rate swap contracts and forward rate agreements are classified as Level 2 in the fair value hierarchy.

Scales Corporation Limited

Notes to the financial statements

Details of interest rate swap contracts for the Group are:
Fixed Interest RateNotional Principal AmountFair Value

202320222023202220232022

%%$000's$000's$000's$000's

Maturity Date

Within 1 year- - - - - -

2-5 years0.97 1.20 17,350 17,364 1,034 1,507

After 5 years- - - - - -

17,350 17,364 1,034 1,507

These interest rate swap contracts and forward rate agreements, exchanging floating rate interest amounts for fixed rate interest

amounts, are designated as cash flow hedges in order to reduce the Group’s cash flow exposure resulting from floating interest

rates on borrowings. The interest rate swap and forward rate agreement payments, and the interest payments on the loans occur

simultaneously, and the amount deferred in equity is recognised in profit or loss over the period that the floating rate interest

payments on debt impact profit or loss.

As the critical terms of the interest rate swap contracts and their corresponding hedged items are the same, the Group performs

a qualitative assessment of effectiveness and it is expected that the value of the interest rate swap contracts and the value of the

corresponding hedged items will systematically change in opposite directions in response to movements in the underlying interest

rates. The main source of hedge ineffectiveness in these hedge relationships (which is not material) is the effect of the counterparty

and the Group’s own credit risk on the fair value of the interest rate swap contract, which is not reflected in the fair value of the hedged

item attributable to the change in interest rates. No other sources of ineffectiveness emerged from these hedging relationships.

The sensitivity analysis below has been determined based on the exposure to interest rates for both derivatives and non-derivative

instruments at the reporting date. For floating rate liabilities, the analysis is prepared assuming the amount of liability outstanding at

reporting date was outstanding for the whole year. A 1% increase or decrease is used when reporting interest rate risk internally to

key management personnel and represents management’s assessment of the reasonably possible change in interest rates. Impact

on net profit after tax assumes that none of floating interest rate borrowings were hedged.

20232022

+1%-1%+1%-1%

$000's$000's$000's$000's

Impact on net profit after tax158 (158)(131)131

Impact on cash flow hedge reserve net of tax246 (254)337 (352)

E7. Foreign Currency Risk

Foreign currency risk management

Foreign currency risk is the risk that the value of the Group’s assets and liabilities or revenues and expenses will fluctuate due to changes

in foreign exchange rates. The Group is exposed to currency risk as a result of normal trading transactions denominated in foreign

currencies. The currencies in which the Group primarily trades are the Australian dollar, Euro, Canadian dollar, Great Britain pound and

United States dollar, with the largest exposure being to the United States dollar.

Currency risk is managed by the natural hedge of foreign currency receivables and payables and the use of foreign currency derivative

financial instruments. The fair value of foreign currency derivative financial instruments at the reporting date is determined on a

discounted cash flow basis whereby future cash flows are estimated based on forward exchange rates and contract forward rates,

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

The Group’s forward foreign exchange contracts and foreign exchange options are classified as Level 2 in the fair value hierarchy.

Details of foreign currency instruments at balance date for the Group are:

20232022

Contract ValueFair ValueContract ValueFair Value

$000's$000's$000's$000's

Sale commitments forward foreign exchange contracts371,325 5,888 422,810 (3,795)

Sale commitments foreign exchange options185,240 1,754 158,067 (928)

E6. Interest Rate Risk (continued)

Annual Report - Year Ended 31 December 2023

Notes to the financial statements

These foreign currency instruments are designated as cash flow hedges in order to reduce the Group’s cash flow exposure resulting
from movements in foreign currency exchange rates on anticipated future transactions. It is anticipated that the sales will take place

during the 2024 to 2028 financial years at which stage the amount deferred in equity will be released into profit or loss.

For hedges of highly probable forecast sales and purchases, as the critical terms (i.e. the notional amount, life and underlying)

of the foreign currency instruments and their corresponding hedged items are the same, the Group performs a qualitative

assessment of effectiveness and it is expected that the value of the instruments and the value of the corresponding hedged items

will systematically change in opposite directions in response to movements in the underlying exchange rates. The Group uses the

hypothetical derivative method for the hedge effectiveness assessment and measurement of hedge ineffectiveness. As for the

hedge of the net investment in Meateor US LLC sub-group, the Group assesses effectiveness by comparing the nominal amount of

the net assets designated in the hedge relationship with the nominal amount of the hedging instrument. This is a simplified approach

because the currency of the exposure and hedging instruments perfectly match and the Group excludes from the designation the

foreign currency basis spread.

The following table demonstrates the sensitivity to a reasonably possible change of 5% in the value of New Zealand dollar against

other foreign currencies, with all other variables held constant. The impact on the Group’s profit before tax is due to changes in the

fair value of monetary assets and liabilities. The impact on the Group’s equity is due to changes in the fair value of forward exchange

contracts designated as cash flow hedges.

20232022

+5%-5%+5%-5%

$000's$000's$000's$000's

USD

Impact on net profit after tax(655)724 (783)865

Impact on cash flow hedge reserve net of tax(15,408)13,943 (15,976)14,479

AUD

Impact on net profit after tax(4)4 644 (1,082)

Impact on cash flow hedge reserve net of tax- - 176 176

EUR

Impact on net profit after tax(10)11 (2)2

Impact on cash flow hedge reserve net of tax(1,886)1,704 (2 ,14 3)1,940

GBP

Impact on net profit after tax- - (7)7

Impact on cash flow hedge reserve net of tax(801)720 (991)898

CAD

Impact on net profit after tax- - - -

Impact on cash flow hedge reserve net of tax(216)195 (383)347

E8. Categories of Financial Instruments

20232022

$000's$000's

Financial assets:

Amortised cost1 2 3 , 2 74 111,672

Derivative instruments in designated hedge accounting relationships19,929 15,795

Fair value through profit or loss355 184

143,558 127,651

Financial liabilities:

Amortised cost98,134 86,829

Derivative instruments in designated hedge accounting relationships11,253 19,011

Fair value through profit or loss13,970 9,822

123,357 115,662

The carrying amount of financial instruments at amortised cost approximates their fair value.

E7. Foreign Currency Risk (continued)

Scales Corporation Limited

Notes to the financial statements

E9. Maturity Profile of Financial Liabilities
Liquidity risk management

The Group manages liquidity risk by maintaining adequate reserves and banking facilities, by continuously monitoring forecast and

actual cash flows and matching the maturity profiles of financial assets and liabilities.

The following table detail the Group’s remaining contractual maturity for its financial liabilities. The tables have been drawn up based

on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table

includes both interest and principal cash flows. Foreign currency derivative liabilities are presented below at fair value.

Within 3 months

4 months to

1 year1-5 years Total

$000's$000's$000's$000's

2023

Trade and other payables26,446 - - 26,446

Dividend declared6,041 - - 6,041

Put options13,970 - - 13,970

Borrowings1,079 3,238 67,7 9 3 72,110

Foreign currency derivatives747 3,807 6,699 11,253

48,283 7,0 4 5 74,492 129,820

2022

Trade and other payables3 7, 2 2 6 - - 3 7, 2 2 6

Dividend declared8,503 - - 8,503

Put options8,236 - 1,586 9,822

Borrowings570 2 39,885 40,457

Foreign currency derivatives2,083 5,076 11,852 19,011

56,618 5,078 53,323 115,019

Annual Report - Year Ended 31 December 2023

Notes to the financial statements

F. Group Structure
IN THIS SECTION

This section provides information to help readers understand the Scales Group structure and how it affects the financial

position and performance of the Group. In this section there is information about subsidiaries and non-controlling interests.

F1. Subsidiary Companies

Holding

Subsidiary CompaniesPrincipal Activity

Country of

Incorporation20232022Balance Date

Fern Ridge Produce LimitedTrading companyNew Zealand 100%100%31 December

Geo. H. Scales Limited Non trading companyNew Zealand 100%100%31 December

Longview Group Holdings LimitedNon trading companyNew Zealand 100%100%31 December

Meateor Foods Australia Pty LimitedTrading companyAustralia100%100%31 December

Meateor Foods LimitedTrading companyNew Zealand 100%100%31 December

Meateor Group LimitedHolding companyNew Zealand 100%100%31 December

Meateor US LLCHolding companyUnited States100%100%31 December

Mr Apple New Zealand LimitedTrading companyNew Zealand 100%100%31 December

New Zealand Apple LimitedTrading companyNew Zealand 100%100%31 December

Scales Employees LimitedCustodial companyNew Zealand 100%100%31 December

Scales FI Group Holding Pty LtdHolding companyAustralia100%100%31 December

Scales Holdings LimitedHolding companyNew Zealand 100%100%31 December

Scales Logistics LimitedFreight consolidatorNew Zealand 100%100%31 December

Scales Logistics Australia Pty LtdFreight consolidatorAustralia100%100%31 December

Selacs Insurance LimitedInsurance companyNew Zealand 100%100%31 December

Shelby Cold Storage, LLC Coldstore operatorUnited States60%60%31 December

Shelby Exports, IncNon trading companyUnited States60%60%31 December

Shelby Foods, LLC Trading companyUnited States60%60%31 December

Shelby JV LLCHolding companyUnited States60%60%31 December

Shelby Properties LLCNon trading companyUnited States60%60%31 December

Shelby Trucking LLCTrading companyUnited States60%60%31 December

Subsidiary companies are controlled by the Company. Control is achieved when the Company:

• has power over the investee;

• is exposed, or has rights, to variable returns from its involvement with the investee; and

• has the ability to use its power to affect its returns.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the company

loses control of the subsidiary.

Scales Corporation Limited

Notes to the financial statements

F2. Non-Controlling Interests
The following non-wholly owned subsidiaries of the Group have material non-controlling interests.

Proportion of equity interest held by non-controlling interests:

Subsidiary companies:Country of incorporation and operation

Non-controlling holding

20232022

Shelby JV LLC and its subsidiariesUnited States40%40%

The summarised financial information in respect of the Group’s subsidiary that have material non-controlling interests as at 31

December 2023, reflecting 100% of the underlying subsidiary’s relevant figures, is set out below:

20232022

$000's$000's

Statement of financial position

Current assets31,013 29,827

Non-current assets11,362 6,163

Current liabilities(8,174)(11,697)

Non-current liabilities(140)(4 35)

Net assets34,060 23,858

Attributable to:

Equity holders of the Company20,436 14,315

Non-controlling interests13,624 9,543

Note that a put option on 5% of the non-controlling interest shareholding is recognised as a financial liability, separate from non-

controlling interest. Refer to note E5 for disclosures regarding the put option.

Total dividends paid to non-controlling interests15,312 1 7,3 1 3

Statement of comprehensive income

Total revenue214,624 220,425

Net profit for the year48,647 47,155

Attributable to:

Equity holders of the Company29,188 28,293

Non-controlling interests19,459 18,862

Statement of cash flows

Net cash provided by operating activities45,350 48,064

Net cash used in investing activities(6,160)(4,238)

Net cash used in financing activities(38,346)(43,344)

Net increase in net cash844 482

Annual Report - Year Ended 31 December 2023

Notes to the financial statements

G. Other
IN THIS SECTION

This section includes the remaining information relating to Scales’ financial statements which is required to comply with NZ IFRS.

G1. Capital Commitments

20232022

$000's$000's

Commitments entered into in respect of apple trees purchases as at balance date1,540 2,530

Commitments entered into in respect of property, plant and equipment purchases as at

balance date

469 371

G2. Leases

The Group as a lessee

The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognised a right-of-use asset

and a corresponding liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as

leases with a lease term of twelve months or less) and leases of low value assets. For these leases, the Group applies the practical

expedient and recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another

systematic basis is more representative of the time pattern in which economic benefits from the lease assets are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,

discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing

rate (IBR).

Lease payments included in the measurement of the lease liability comprise:

• fixed lease payments (including in-substance fixed payments), less any lease incentives;

• 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 statement of financial position.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the

effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:

• the lease term has changed or 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 case the lease liability is remeasured by discounting the revised lease payments using the initial discount rate;

• 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 right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before

the commencement date 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

or 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.

Right-of-use 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 right-of-use asset reflects that the Group expects to exercise a

purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at

the commencement date of the lease.

The right-of-use assets are presented as a separate line in the consolidated statement of financial position.

The Group applies NZ IAS 36 Impairment of Assets to determine whether a right-of-use asset is impaired and accounts for any

identified impairment loss under this standard.

Scales Corporation Limited

Notes to the financial statements

Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability and the right-of-use
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 “Administration and operating expenses” in the statement of comprehensive income.

As a practical expedient, NZ IFRS 16 permits a lessee to not separate non-lease components, and instead account for any lease and

associated non-lease components as a single arrangement.

The lease modification in the current year relates to leases that were not renewed due to damage from Cyclone Gabrielle. The

impact of not renewing these leases was the derecognition of the lease liability and right-of-use asset relating to these leases. The

difference has been recorded as a gain on lease modification in the statement of comprehensive income. In the 31 December 2022

year the modification related to the reassessment of renewal terms for leases extending longer than 10 years. The impact reduced

the lease liability and right-of-use asset proportionately based on the reduction in the overall lease term assumed. The difference

has been recorded as a loss on lease modification in the statement of comprehensive income.

Right-of-use assets

Land and

buildings

Plant and

equipment

Office equipment

motor and

vehiclesTotal

$000's$000's$000's$000's

Carrying Amount

Balance at 1 January 2022

71,667 300 4,464

76,431

Additions2,327 796 3,567

6,690

Lease modification(24,989)- -

(24,989)

Depreciation expense(6,332)(390)(2,365)

(9,087)

Balance at 31 December 202242,673 706 5,666 49,045

Additions9,140 - 2,027

11,167

Lease modification(1,230)- (699)

(1,929)

Depreciation expense(6,331)(412)(1,968)

(8,711)

Balance at 31 December 202344,252 294 5,026 49,572

20232022

$000's$000's

Amounts recognised in profit and loss

Depreciation expense on right-of-use assets8,711 9,087

(Gain) loss on lease modification(177)1,854

Interest expense on lease liabilities3,14 4 2,953

Expense relating to short-term leases and low-value assets1,990 2,218

Lease liabilities

Current10,963 10,925

Non-current44,670 44,066

Maturity analysis (undiscounted cash flows)

Year 110,963 10,932

Year 210,059 9,930

Year 39,489 9,065

Year 48,611 8,466

Year 56,698 7,578

Onwards30,517 26,483

76,337 72,454

Cash outflows for leases

Interest on lease liabilities3,14 4 2,953

Repayments of lease liabilities8,420 8,281

Short-term leases and low-value asset leases1,990 2,218

13,554 13,452

G2. Leases (continued)

Annual Report - Year Ended 31 December 2023

Notes to the financial statements

G3. Related Party Disclosures
Transactions with related parties

Certain Directors or senior management have relevant interests in companies with which Scales has transactions in the normal

course of business. A number of Scales directors are also non-executive directors of other companies. Any transactions undertaken

with these entities have been entered in the ordinary course of business.

Key management personnel remuneration

The compensation of the directors and executives, being the key management personnel of the Group, is as follows:

20232022

$000's$000's

Short-term employee benefits8,622 3,445

Share-based payments295 574

Post-employment benefits263 113

9,180 4 ,1 3 2

During 2023, 1,120,541 (2022: 975,164) shares were on issue to key management personnel in accordance with the Share Scheme

described in note D2.

In December 2023, 322,956 Performance Share Rights were issued to key management personnel in accordance with the PSR

Scheme described in note D2.

Transactions with equity accounted entities

Revenue from sale of goods4,079 2 ,428

Revenue from services7,388 6,179

Loss on related party loans2,044 -

Dividends and distributions received750 1,875

Interest received323 24

Materials and services received(1,001)(998)

Trade receivables at balance date1,628 924

Purchase of property, plant and equipment- 15

Related party loans12 ,679 2,842

On 31 October 2022, Meateor Group Limited along with the other joint venture partners, agreed a financing arrangement with

Meateor Australia Pty Limited for a term of 5 years. The total facility provided to Meateor Australia Pty Limited is AUD 4 million with

the interest rate on the drawdown balances charged at 5% per annum. As at 1 July 2023 the financing arrangement with Meateor

Australia Pty Limited was amended to nil interest over the term of the loan. The loan balance has been recorded using the effective

interest method.

On 9 August 2023 a financing arrangement was agreed with Esro Petfood B.V. The total facility available to Esro Petfood B.V. is EUR

15m. Interest is charged on each drawdown calculated quarterly at an interest rate of EURIBOR plus 4%.

G4. Contingent Liability

There are no contingent liabilities as at 31 December 2023 (2022: Nil).

Scales Corporation Limited

Notes to the financial statements

G5. Cyclone Gabrielle
In February 2023, Cyclone Gabrielle struck the Hawke’s Bay region. This impacted the Group’s operations, in particular our orchards.

The specific impact of the cyclone on the Group is disclosed below.

(a) Land, buildings and apple trees carried at fair value

Land and buildings shown at valuation were valued at fair value as at 31 December 2023 by independent registered valuers Added

Valuation Limited and Logan Stone Limited. The valuations were arrived at by reference to market evidence of transaction prices for

similar properties. The impact of Cyclone Gabrielle has been considered as part of the current year valuations performed. Refer to

note C1.

(b) Leases

Some leases of orchards damaged by Cyclone Gabrielle were not renewed at their renewal dates, prior to 30 June 2023. The leased

orchards not renewed included 41 hectares of planted apple trees. The impact of not renewing these leases was the derecognition of

the lease liability and right-of-use asset relating to these leases. The difference has been recorded as a gain on lease modification in

the statement of comprehensive income. Refer to note G2.

(c) Plant and equipment impairment

Orchard plant, equipment and motor vehicles damaged or lost due to the flooding caused by Cyclone Gabrielle were fully impaired.

The impairment has been recorded as an impairment of property plant and equipment in the statement of comprehensive income.

Refer to note C1.

Any insurance proceeds relating to these assets are recognised when it is virtually certain that the related insurance claim is

accepted and the value of the claim can be reliably measured. Accordingly, the Group recognised $4.8m relating to insurance

proceeds. Insurance proceeds are included in other income in the statement of financial performance. Refer to note B3.

(d) Goodwill

The directors have determined that there is an impairment of the Mr Apple CGU as at 30 June 2023, as the carrying value exceeded

the recoverable amount. Refer to note C4.

(e) Government grants

The Group recognised a total of $1.98m government grant revenue related to Cyclone Gabrielle relief programs, included in other

income. Refer to note B3.

G6. Events Occurring After Balance Date

There were no events occurring subsequent to balance date which require adjustment to or disclosure in the financial statements.

(2022: Amendment to the lending facility agreements with Rabobank and Westpac. The facility of AUD 25 million was drawn down 7

February 2023.

Cyclone Gabrielle resulted in flooding of some the Group’s Hawke’s Bay orchards. The initial assessment is that 4 of 15 orchards

were impacted. Of the four damaged orchards, three had extensive damage and one moderate. Further limited crop damage is also

anticipated to the remaining orchards from the effects of the cyclone. Crop/fruit damage from the event is not covered by insurance.

The 2023 harvest started prior to the cyclone and, with 3% picked, there is still a substantial proportion of the crop available and

remaining to be harvested for export. Picking has recommenced, with cool-storage and packing activities back underway. Group

packhouses and coolstores remain fully operational. Other than disclosed above, the impact on unharvested agricultural produce,

land and buildings, apple trees, or goodwill carrying values is not able to be quantified as at the financial statement authorisation

date. Group does not expect material operating impact on its other business units, which accounted for the majority of Group’s

operating profits for previous years.)

Annual Report - Year Ended 31 December 2023

Notes to the financial statements

INDEPENDENT AUDITOR’S REPORT
TO THE SHAREHOLDERS OF SCALES CORPORATION LIMITED

OpinionWe have audited the consolidated financial statements of Scales Corporation Limited and its

subsidiaries (the ‘Group’), which comprise the consolidated statement of financial position as at 31

December 2023, and the consolidated 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 material accounting policy information.

In our opinion, the accompanying consolidated financial statements, on pages 46 to 89, present fairly,

in all material respects, the consolidated financial position of the Group as at 31 December 2023, 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 opinionWe 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.

Other than in our capacity as auditor and other assurance services, we have no relationship with

or interests in the entity. These services have not impaired our independence as auditor of the

Company and Group.

Audit materialityWe 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 $1.9m.

Key audit mattersKey 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.

Scales Corporation Limited

Independent Auditor's Report

Key audit matterHow our audit addressed the key audit matter
Valuation of Unharvested Agricultural Produce

Unharvested agricultural produce growing on

bearer plants (apples), is measured at fair value

less costs to sell in accordance with NZ IAS 41

Agriculture.

The Group’s unharvested agriculture produce

was valued at $24.2 million at balance date as

described in note C2. A revaluation loss of $0.8

million is recorded in profit or loss.

Fair value less cost to sell is calculated by the

Group using a discounted cash flow model. The

model includes significant unobservable inputs

and assumptions including, for each variety, the

forecast production per hectare per annum,

expected sales prices, and risk-adjusting discount

rates, as well as costs to harvest and sell.

The risk-adjusting discount rates take into account

the risk of unknown adverse events, including

weather events like Cyclone Gabrielle, that may

affect crop, harvest and/or market conditions.

The valuation of unharvested agricultural

produce is considered to be a key audit matter

due to the level of judgement required to

determine the fair value less costs to sell.

Our procedures focused on the appropriateness of the valuation methodology and

the key assumptions applied in the internal valuation model.

Our procedures included, amongst others:

• Holding discussions with management and considering market information to

identify factors, including environmental/climate or market risks and impacts of

Cyclone Gabrielle, that would impact the current crop valuation;

• Assessing and challenging the reasonableness of the risk-adjusting discount

rates;

• Challenging the reasonableness of the key assumptions by comparing the

forecast production, prices, and costs to harvest and sell for the current growing

season, to the approved budgets for each orchard;

• Assessing the historical accuracy of the Group’s budget forecasts by comparing

to the actual results for production per hectare and sales prices;

• Engaging a Deloitte valuation specialist to review the valuation model; and

• Checking the mechanical accuracy of the discounted cash flow model.

Valuation of Apple Trees

As disclosed in note C1 the Group has apple

trees valued at $25.4 million. A revaluation

gain of $0.7 million has been recorded in other

comprehensive income, with an impairment of

$2.4 million recorded in profit and loss.

The Group has a policy of recording apple trees

at fair value with valuations performed with

sufficient regularity that the carrying amount

at the end of a reporting period does not differ

materially from their fair value.

The fair value of the apple trees are determined by

an independent registered valuer on the basis of a

discounted cash flow analysis of forecast income

streams and costs from each orchard less the fair

value of orchard land and buildings in combination

with the comparative sales approach.

By using the income approach, apple trees are

independently valued on the basis of a discounted

cash flow analysis of forecast income streams

and costs from each orchard. The model uses

a number of significant unobservable inputs, in

particular: production levels per hectare, orchard

gate returns (market prices), orchard costs, and

discount rates.

In the current year, a number of inputs were

inherently impacted by Cyclone Gabrielle,

including production levels, market activity and

discount rates.

Valuation of apple trees is considered to be a key

audit matter due to the significance of the assets

to the Group’s consolidated statement of financial

position, and the level of judgement involved in

valuing the apple trees.

Our procedures focused on the appropriateness of the valuation methodology and

the key assumptions applied in the model.

Our procedures included, amongst others:

• Evaluating the Group’s processes in respect of the independent valuation of the

apple trees including its review of the valuation methodology and determination of

the key valuation assumptions;

• Reviewed managements assessment of any further trees that require impairment

due to the impacts of Cyclone Gabrielle;

• Engaging a Deloitte valuation specialist to consider whether the valuation

methods applied and the discount rate used in the orchard valuation calculations

were reasonable;

• Assessing the competence, objectivity and integrity of the Group’s independent

registered valuer. This included assessing the valuer’s professional

qualifications, experience and independence. It also included meeting with

the valuer to understand the valuation process adopted and to identify and

challenge the critical judgement areas in the valuation;

• Assessing the valuation methodology for consistency with the prior year valuation

and determining whether any changes to the methodology were appropriate;

• Checking the mechanical accuracy of the discounted cash flow models on a sample

basis; and

• Challenging the reasonableness of the key assumptions by comparing them to

the prior year valuation, the Group’s internal data and current market evidence.

We focused on the assumptions relating to production levels per hectare, orchard

gate returns (market prices), orchard costs, and discount rates;

-We tested estimated production levels per hectare by comparing orchard

hectares in production with the prior year valuation. We compared the

production levels per hectare to internal production data for the season;

-We tested the orchard gate returns by comparing these to actual sales

returns received during the previous year;

-We challenged orchard costs by comparing orchard costs to the prior year

valuation and actual costs incurred;

-We challenged the discount rates by comparing them with prior year valuation

discount rates and considering the risks associated with the orchards; and

-We challenged the valuer on how the impacts (if any) of Cyclone Gabrielle have

been incorporated into the valuation.

Annual Report - Year Ended 31 December 2023

Independent Auditor's Report

Group component auditor oversight
Scales Corporation has continued to grow its

Global Proteins segment including through its

recent investment in Australian based FI Group

Holdings Pty Limited, ANZ Exports Pty Limited

and Meateor Australia Pty Limited (together the

‘Fayman entities’) in October 2022. As disclosed

in note C3, 30 June 2023 reflects the first full

year 12-month equity share of profits from the

Fayman entities contributing $7.1 million (24%) to

the Group’s profit before tax of $29.8 million. The

equity accounted share of profits is a significant

portion of the Group’s profits.

In addition to the impact on the Group’s profit we

note the following:

• first time engagement for the Fayman

entities with new component audit firm

based in Australia;

• the Fayman entities have different balance

dates to Group; and

• first

time adoption of NZ IFRS for the

Fayman entities,

The level of audit effort has increased to address

the matters noted above.

Given the significance of the equity accounted

results of the Fayman entities, and the increased

level of audit effort in, obtaining sufficient audit

evidence over the new Fayman entities including,

Group component auditor oversight, this has

been considered to be a key audit matter.

Our procedures focused on having appropriate involvement in the component

auditor’s risk assessment for the Fayman entities, including involvement in the design

of specific audit procedures, and oversight of audit evidence to support conclusions.

We performed the following:

• Performed a Group risk and component materiality assessment to determine the

risks and scope of procedures to be performed for the Fayman entities;

• Determined component specific materiality for the Fayman entities and based on

the nature, size and risks associated with the Fayman entities assigned a level of

significance for the component;

• Identified group specific risks associated to the Fayman entities, including the

extent of audit procedures, as a result of the component significance;

• Communicated to the Fayman entities audit team significant and other risks

identified and the extent and nature of audit procedures to be performed;

• Held discussions throughout the audit process with Fayman entities audit team to

oversee the work performed, conclusions reached, including understanding any

key judgements and findings relevant to the Group audit;

• Performed a review of the Fayman entities auditor’s work performed as part of

their planning activities and the final audit procedures in accordance with the

referral instructions;

• Held discussions with Fayman entities management; and

• Performed a site visit to Melbourne where the Fayman entities are located,

meeting with local management and inspecting the new manufacturing plant

facilities. At the same time, we met with the auditors of the Fayman entities and

assessed the auditor’s competency and skills to rely on evidence gathered on our

behalf to support the Group opinion.

The component auditor was required to provide written confirmation to the

group audit team explaining work performed, the results of that work as well as

key documents supporting significant findings or observations. We performed

an assessment of the appropriateness of their procedures and conclusions by

reviewing work completed.

Scales Corporation Limited

Independent Auditor's Report

Nicole Dring, Partner
for Deloitte Limited

Christchurch, New Zealand

21 February 2024

Other informationThe 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, and the Climate-Related Disclosure, which is expected to

be made available to us after the date of 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 above when it becomes available and consider

whether the other information is materially inconsistent with the consolidated financial statements

or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the other information in the Annual Report and the Climate-Related Disclosure, if we

conclude that there is a material misstatement therein, we are required to communicate the matter

to the directors and consider further appropriate actions.

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:

www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1

This description forms part of our auditor’s report.

Restriction on useThis 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.

Annual Report - Year Ended 31 December 2023

Independent Auditor's Report

Corporate Governance Statement
The board of directors (the Board) of Scales Corporation Limited’s (Scales or the Company) is committed to ensuring that the Company

meets best practice governance principles and maintains the highest ethical standards. This Corporate Governance Statement provides

an overview of the Company’s governance framework. It is structured to follow the NZX Corporate Governance Code (NZX Code), dated 1

April 2023 and discloses the practices relating to the NZX Code’s recommendations.

The extent to which Scales has followed the recommendations of the NZX Code is detailed below. The Board believes our governance

structures, in particular our approach to remuneration, meet our strategic objectives. In forming our conclusions, we have sought external

feedback from shareholders and advisors to challenge our thinking and validate our findings, which we have appreciated.

The Company also complies with the corporate governance requirements of the NZX Listing Rules.

The Board regularly reviews and assesses Scales’ governance structures and processes to ensure that they are consistent with best practice.

The following corporate governance documents referred to in this Corporate Governance Statement, including charters and policies, can

be found at www.scalescorporation.co.nz/about-us/governance:

• Corporate Governance Code

• Code of Ethics

• Diversity Policy

• External Auditor Independence Policy

• Security Trading Policy

• Shareholder Communications and Market Disclosure Policy

• Audit and Risk Management Committee Charter

• Finance and Treasury Committee Charter

• Health & Safety and Sustainability Committee Charter

• Nominations and Remuneration Committee Charter

Scales’ Corporate Governance documents listed above were reviewed and updated in February 2024. This Corporate Governance

Statement was approved by the Board on 18 March 2024.

Principle 1 – Ethical Standards

Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these

standards being followed throughout the organisation.

RECOMMENDATION 1.1

The Board should document minimum standards of ethical behaviour to which the issuer’s Directors and employees are expected to

adhere (a Code of Ethics).

Code of Ethics

Scales’ Board sets a framework of ethical standards for the Company via its Code of Ethics. These standards are expected of all Directors

and employees of Scales and its subsidiaries.

The Code of Ethics covers a wide range of areas including:

• Standards of behaviour

• Conflicts of interest

• Proper use of Company information and assets

• Accepting gifts

• Delegated authorities

• Compliance with laws and policies

• Reporting concerns

• Corporate opportunities

The procedure for advising the Company of a suspected breach is set out in the Code of Ethics. No breaches were identified during the year.

Every new Director, employee and contractor is to be provided with a copy of the Code of Ethics and must confirm that they have read and

understand the Code of Ethics. The Code of Ethics is also available on the Company’s website.

Regular training on ethics and on aspects of the Code of Ethics is undertaken. Training is completed via a combination of facilitated sessions

for Directors and senior management, and by individual subsidiaries, in sessions tailored to their specific businesses. Scales last provided

training to Directors via a facilitated session in 2020, with training planned for 2024. Employee training in ethics is delivered, for Scales’ largest

subsidiary, Mr Apple New Zealand Limited (Mr Apple), via Respect & Dignity workshops. These workshops cover the subsidiary’s Code

of Conduct, ethics, how to report ethics concerns and were last delivered in 2023. In addition to the training currently provided, Scales is

exploring the introduction of online training resources in a number of policy areas, including the Code of Ethics and this training will be rolled

out to all Scales employees during 2024.

The Code of Ethics is subject to annual review by the Board.

Scales Corporation Limited

Corporate Governance Statement

Principle 2 – Board Composition & Performance
To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience and perspectives.

RECOMMENDATION 2.1

The Board of an issuer should operate under a written charter which sets out the roles and responsibilities of the Board.

Responsibilities of the Board

The Board has overall responsibility for all decision making within Scales. In this regard the Board is responsible for laying solid

foundations for the direction, management and oversight of the Company in support of its objectives. It has delegated day-to-

day management of the Company to the Managing Director and the senior management team.

The main functions of the Board include to:

• Review and approve the strategic, business, risk, financial and ESG (Environmental, Social and Governance) plans

prepared by management

• Monitor performance against the strategic, business, risk, financial and ESG plans

• Appoint, provide counsel to and review the performance of the Managing Director

• Approve major investments and divestments

• Ensure ethical behaviour by the Company, Board, management and employees

• Assess its own effectiveness in carrying out its functions

The Board monitors these matters by receiving reports and plans from management, maintaining an active programme of

divisional visits and through its annual work programme.

The Board uses Committees to address certain issues that require detailed consideration by members of the Board who

have specialist knowledge and experience. The Board retains ultimate responsibility for the functions of its Committees and

determines their responsibilities.

The Board has a statutory obligation to reserve responsibility for certain matters. It also deals directly with issues relating to the

Company’s mission, appointments to the Board, strategy, business risk, financial and ESG plans.

The Company Secretary provides company secretarial services to the Board and is accountable to the Board through the Chair.

Details of the Board’s role, composition, responsibilities, operation, policies and Committees are provided in Scales’ Corporate

Governance Code.

RECOMMENDATION 1.2

An issuer should have a financial product dealing policy which applies to employees and Directors.

Share trading by Company Directors and Employees

The Board has implemented formal procedures to handle trading in the Company’s securities by Directors, employees and advisors

of the Company, with approval being required before trading can occur. Approval is required to be obtained from the Chairperson,

other Directors, the Managing Director or the Chief Financial Officer depending on who is trading. As part of the Company’s update

of its Corporate Governance documents in February 2024, the Company amended its Securities Trading Policy to impose a

blackout period for all Directors and employees between the end of the half year and full year and the release to NZX of the results

for that period.

The policy provides that shares may not be traded at any time by any individual holding material information. The full procedures

are outlined in the Securities Trading Policy and Guidelines.

The fundamental rule in the policy is that insider trading is prohibited at all times. The requirements of the policy are separate from,

and in addition to, the legal prohibitions on insider trading in New Zealand.

Annual Report - Year Ended 31 December 2023

Corporate Governance Statement

RECOMMENDATION 2.2
Every issuer should have a procedure for the nomination and appointment of Directors to the Board.

Director nomination and appointment

The Board is responsible for appointing Directors. The Nominations and Remuneration Committee manages the appointment

process for new Directors and the re-election of existing Directors in order to make a recommendation to the Board. When

considering an appointment, the Committee will undertake a thorough check of the candidate and his or her background. Where

the Board determines a person is an appropriate candidate, shareholders are notified of that and are provided with all material

information that is relevant to the decision on whether to elect or re-elect a Director.

The Nominations and Remuneration Committee also has responsibility for reviewing the composition of the Board to ensure that the

Company has access to the most appropriate balance of skills, qualifications, experience, perspectives and diversity to effectively

govern the Company.

Using the Board skills matrix, the Board has determined that to operate effectively and to meet its responsibilities it requires

competencies in disciplines including strategic planning, executive leadership, financial, governance, health & safety, industry

expertise, people, risk & compliance, capital markets, international markets & operations, legal & regulatory, sustainability, branding

& marketing and digital & technology.

The current mix of skills and experience is considered appropriate for the responsibilities and requirements of governing Scales.

The following graphic illustrates the current collective Board skill level for each discipline.

Industry Expertise

Executive Leadership

Strategic Planning

Legal & Regulatory

Sustainability

Branding & Marketing

International Markets and Operations

Financial

Digital & Technology

Risk & Compliance

Capital Markets

Health & Safety

People

Governance

0%

25%

50%

75%

75%

100%

25%

50%

100%

The Board seeks external advice where required to strengthen its oversight of issues in all disciplines.

As at 31 December 2023 the Board had a majority of Independent Directors. Director independence is considered on a case-by-case

basis and is monitored on an ongoing basis.

RECOMMENDATION 2.3

An issuer should enter into written agreements with each newly appointed Director establishing the terms of their appointment.

Letter of appointment

All current Directors have entered into a written agreement with Scales setting out the terms of their appointment and this will be

required of any new Directors.

Scales Corporation Limited

Corporate Governance Statement

RECOMMENDATIONS 2.4, 2.8, 2.9 AND 2.10
Every issuer should disclose information about each Director in its annual report or on its website, including:

• a profile of experience, length of service, and ownership interests;

• the director’s attendance at board meetings; and

• the board’s assessment of the director’s independence, including a description as to why the board has determined the

director to be independent if one of the factors listed in table 2.4 applies to the director, along with a description of the interest,

relationship or position that triggers the application of the relevant factor.

A majority of the Board should be independent Directors. The Chair should be independent and the Chair and the CEO should

be different people.

Board of Directors

A profile of each of the Directors is set out on pages 42 - 43 of this report. The profiles include information on the year of

appointment, skills, experience and background of each Director.

A majority of the Board are Independent Directors. Mike Petersen is the Independent Chairperson of Scales. Tony Batterton, Miranda

Burdon, Nick Harris, Alan Isaac and Nadine Tunley are Independent Directors. Qi Xin is a senior Director of a department within

China Resources Enterprise Limited, who hold a 15.0% shareholding in the Company. Mr Qi is a non-executive Director.

Andy Borland is the Managing Director and Chief Executive Officer (CEO) of Scales.

The roles of Board Chairperson, Audit and Risk Management Committee Chairperson and CEO are not held by the same person.

The Board determines annually on a case-by-case basis on the advice of the Nominations and Remuneration Committee who, in

its view, are Independent Directors. The guidelines set out in the NZX Code are used for this purpose. The Board also reconsiders

director independence throughout the year as required where the relationships or circumstances of a Director change and this is

brought to the Board’s attention.

Ownership of Scales shares by Directors is encouraged rather than being a requirement. Directors’ ownership interests are disclosed

on page 115.

The Board does not have a tenure policy, however it recognises that a regular refreshment programme leads to the introduction

of new perspectives, skills, attributes and experience. In 2021 the Board commenced a succession process. This was designed to

ensure a planned and orderly succession of the existing Board over time, with new Directors required to have appropriate experience

and qualifications, and an increase in Board diversity also a desired outcome of the process. The stated aims of the process were to:

• Identify future Board requirements, in terms of skills, Director numbers and diversity

• Conduct a broad search for candidates that match the determined requirements

• Ensure a smooth transition of new Directors

Progress on this succession process has been positive. In March 2023 it was announced that the Chairperson, Tim Goodacre,

would retire, with Mike Petersen being appointed as his successor and, in August 2023, Tony Batterton was appointed to the Board.

Following these appointments, the Board considers that the current refreshment process is complete.

In accordance with the NZX Listing Rules, directors appointed by the Board are required to offer themselves for election at the

next Annual Shareholders’ Meeting (ASM) following their appointment. Accordingly, Mike Petersen was elected as a director by

shareholders at the 2023 ASM and Tony Batterton will offer himself for election at the 2024 ASM.

Director period of appointment

0-3 years3 – 12 years12 years +

Number of Directors431

Interests Register

The Board maintains an Interests Register. Any Director who is interested in a transaction with the Company must immediately

disclose to the Board the nature, monetary value and extent of the interest. A Director who is interested in a transaction may attend

and participate at a Board meeting at which the transaction is discussed but may not be counted in the quorum for that meeting or

vote in respect of the transaction, unless it is one in respect of which Directors are expressly required by the Companies Act 1993 to

sign a certificate.

Particulars of entries made in the Interests Register are included in the Director Disclosures section on page 114.

RECOMMENDATION 2.5

An issuer should have a written diversity policy which includes requirements for the Board or a relevant Committee of the

Board to set measurable objectives for achieving diversity (which, at a minimum, should address gender diversity) and to

assess annually both the objectives and the entity’s progress in achieving them. An issuer within the S&P/NZX 20 Index at the

commencement of its reporting period should have a measurable objective for achieving gender diversity in relation to the

composition of its board, that is to have not less than 30% of its directors being male, and not less than 30% of its directors

being female, within a specified period. An issuer should disclose its diversity policy or a summary of it.

Annual Report - Year Ended 31 December 2023

Corporate Governance Statement

Diversity
Scales recognises the value in diversity of thinking and skills and seeks to ensure that the Board and workforce both comprise

members reflecting diversity. A formal Diversity Policy has been adopted by the Board.

The Board seeks diversity in the skills, attributes, perspectives and experience of its members across a broad range of criteria so as

to represent the diversity of shareholders, business types and regions in which Scales operates. Diversity, both at Board level and

throughout the Company, is actively considered and reviewed by the Board.

Scales participates in the Institute of Directors’ Future Directors programme as part of our commitment to further develop the skill

sets available within the agriculture sector. The programme is designed to give talented young aspiring Directors exposure to a

company Board, whilst also giving the host company a fresh perspective. To date the Board has appointed five Future Directors as

part of this programme and intends to continue its participation in the future.

Scales recruits, promotes and compensates on the basis of merit, regardless of gender, ethnicity, religion, age, nationality, sexual

orientation, union membership or political opinion. Scales requires that people in the workplace are treated with respect in

accordance with the Company’s philosophies of equal employment opportunities, and anti-harassment and discrimination policies.

Responsibility for workplace diversity and the setting of measurable objectives is held by the Nominations and Remuneration

Committee. The current objectives are:

• Continue to strive to ensure strong female candidates are identified in the recruitment process for all Board and senior executive roles

• Review and encourage participation of under-represented groups in our leadership training programmes

• Complete regular reviews of our gender pay equality across roles, age and salary bands

• Make access to courses in Te Reo Māori available to all staff and also encourage the learning of other languages that are relevant to

employees’ roles

The Board annually assesses the measurable objectives and Scales’ progress in achieving these objectives.

Progress made to date is:

• The identification of female candidates is a part of the recruitment process for Board and senior management roles

• Recruitment managers are required to be open to considering job applicants from diverse backgrounds and, during the recruitment

process, no weighting is placed on gender or personal characteristics

• Gender pay equality across the Company was reviewed in 2020. The overall finding of the review was that the Company offers pay

equality across genders. The Company intends to undertake further, regular reviews of pay equality

• In the Company’s largest subsidiary, Mr Apple, career development plans include fully funded access to Te Reo Māori or other

languages

The gender composition of Scales’ Directors, Officers and senior management team was as follows:

As at 31 December 2023As at 31 December 2022

PositionFemaleMaleGender DiverseFemaleMaleGender Diverse

Directors2 (25%)6(75%)0(0%)2 (25%)6 (75%)0(0%)

Officers

1

0 (0%)5 (100%)0(0%)0 (0%)5 (100%)0(0%)

Senior management team

(excluding Officers)

6 (27%)16 (73%)0(0%)7 (35%)13 (65%)0(0%)

RECOMMENDATION 2.6

Directors should undertake appropriate training to remain current on how to best perform their duties as Directors of an issuer.

Director Training

The Board ensures that there is appropriate training available to all Directors to enable them to remain current on how best to

discharge their responsibilities and keep up to date on changes and trends in areas relevant to their work. Directors are provided with

industry information and receive copies of appropriate Company documents to enable them to perform their role. The Board has

allocated funding of $1,000 per annum for each Director to provide resources to help develop and maintain skills and knowledge.

The Board also ensures that new Directors are appropriately introduced to management and the operations of the businesses.

RECOMMENDATION 2.7

The Board should have a procedure to regularly assess Director, Board and Committee performance.

Board Performance Evaluation

The Board annually assesses its effectiveness in carrying out its functions and responsibilities. The Chairperson of the Board leads the

review and evaluation of the Board as a whole, and of the Board Committees, against their charters. The Chairperson of the Board also

engages with individual Directors to evaluate and discuss performance and professional development.

1

For the purposes of preparing this table, as required by the NZX Listing Rules, an “Officer” is a person who is concerned or takes part in the management of the issuer’s business and

reports directly to the board or a person who reports to the board.

Scales Corporation Limited

Corporate Governance Statement

Principle 3 – Board Committees
The Board should use Committees where this will enhance its effectiveness in key areas, while still retaining Board responsibility.

Board Committees

The Board has four formally constituted Committees – the Audit and Risk Management Committee, the Nominations and Remuneration

Committee, the Health & Safety and Sustainability Committee and the Finance and Treasury Committee. Each Committee focuses

on specific areas of governance and together they strengthen the Board’s oversight of Scales. Committee membership is reviewed

annually.

Each Committee has a written charter that is approved by the Board, which sets out its mandate. The charters are reviewed annually

with any proposed changes recommended to the Board for approval.

Annually, each Committee agrees a programme of matters to be addressed over the following twelve-month period. The Committees

each annually review their performance against the Committee charter and objectives for the year and report their findings to the Board.

Attendance at Meetings

The table below sets out Director attendance at Board and Committee meetings during the year ended 31 December 2023.

Board

Audit and

Risk Management

Committee

Nominations

and Remuneration

Committee

Finance and

Treasury

Committee

Health & Safety

and Sustainability

Committee

Eligible to

attendAttended

Eligible to

attendAttended

Eligible to

attendAttended

Eligible to

attendAttended

Eligible to

attendAttended

Andrew Borland88----6654

Tim Goodacre33--33----

Miranda Burdon88------54

Nick Harris8876------

Mark Hutton44223333--

Alan Isaac8877--11--

Nadine Tunley88------54

Qi Xin88--------

Mike Petersen662222----

Tony Batterton33222222--

RECOMMENDATION 3.1

An issuer’s Audit Committee should operate under a written charter. Membership on the Audit Committee should be majority

independent and comprise solely of non-executive Directors of the issuer. The Chair of the Audit Committee should not also be

the Chair of the Board.

Audit and Risk Management Committee

The purpose of the Audit and Risk Management Committee is to:

• Oversee the financial reporting process to ensure that the interests of shareholders are properly protected in relation to financial

reporting and internal control

• Provide the Board with an independent assessment of the Company’s financial position and accounting affairs

• Keep under review the effectiveness of the Company’s procedures for the identification, assessment and reporting of material risks

(including sustainability and climate-related risks)

• Oversee the appointment and performance of the external auditor

As part of the Company’s update of its Corporate Governance documents in February 2024, the Company amended its Audit and

Risk Management Committee charter to expand the committee’s responsibilities to also include monitoring climate-related risks and

ensuring the Company’s Climate-Related Disclosures are properly prepared.

Members of the Committee are appointed by the Board and must comprise solely non-executive Directors, a majority of which must

be Independent Directors. The current members of the Committee are Alan Isaac (Chairperson), Nick Harris and Tony Batterton. All

members of the Audit and Risk Management Committee are Independent Directors. Alan Isaac is a former national chair of KPMG.

The Chairperson of the Audit and Risk Management Committee and the Board Chairperson are different people.

The Committee met on seven occasions during the year. The agenda items for each meeting generally relate to financial governance,

external financial reporting, external audit, internal audit, risk management, compliance and insurance.

Annual Report - Year Ended 31 December 2023

Corporate Governance Statement

RECOMMENDATION 3.2
Employees should only attend Audit Committee meetings at the invitation of the Audit Committee.

Meeting Attendance

The Managing Director and Chief Financial Officer are regularly invited to attend Audit and Risk Management Committee meetings,

but have no standing entitlement to attend meetings of the Committee.

RECOMMENDATIONS 3.3 AND 3.4

An issuer should have Nomination and Remuneration Committees which operate under written charters.

Nominations and Remuneration Committee

The purpose of the Nominations and Remuneration Committee is to assist the Board in overseeing the management of the people

and performance activities of the Company. Members of the Committee are appointed by the Board and must comprise a majority of

Independent Directors. The current members of the Committee are Tony Batterton (Chairperson) and Mike Petersen.

Management attends Nominations and Remuneration Committee meetings only if invited by the Committee.

The Committee met on five occasions during the year.

RECOMMENDATION 3.5

An issuer should consider whether it is appropriate to have any other Board Committees as standing Board Committees. All

Committees should operate under written charters.

Health & Safety and Sustainability Committee

The Board’s commitment to ensuring a safe and healthy workplace for staff, contractors and visitors led to it establishing a Health &

Safety and Sustainability Committee.

The purpose of the Health & Safety and Sustainability Committee is to:

• Assist the Board to provide leadership and policy for health & safety and sustainability

• Assist the Board to fulfil its responsibilities and to ensure compliance with all legislative and regulatory requirements in relation to the

health and safety practices of the Company as those activities affect employees and contractors

• Support the ongoing improvement of health and safety in the workplace

• Support sustainability initiatives across the Company

• Assist the Board to oversee and respond to climate-related risks and opportunities to ensure the long-term sustainability of the

Company and to reduce its impact on the environment

Members of the Committee are appointed by the Board. The Committee must be chaired by an Independent Director. The current

members of the Committee are Nadine Tunley (Chairperson), Andy Borland and Miranda Burdon.

The Committee met on five occasions during the year.

Finance and Treasury Committee

Scales operates in a capital-intensive sector and is one of New Zealand’s leading horticultural exporters with material foreign

currency receipts. The Board considers that with both the size of Scales’ existing activities and the strategic focus to seek organic and

acquisitive growth opportunities, it is appropriate to have a Board Committee to further focus on this part of the business.

The purpose of the Finance and Treasury Committee is to:

• Oversee the Company’s capital and treasury risk management, and continuous disclosure processes to ensure their integrity,

transparency and adequacy, and that they are in accordance with Company policies

• Oversee takeover protocols and will act as the Takeovers Committee with additional director secondees if required

Members of the Committee are appointed by the Board. The Committee must be chaired by an Independent Director. The current

members of the Committee are Tony Batterton (Chairperson) and Andy Borland. The Committee also obtains regular advice from

external advisors.

The Committee met on six occasions during the year.

RECOMMENDATION 3.6

The Board should establish appropriate protocols that set out the procedure to be followed if there is a takeover offer for the issuer.

Takeover Protocols

The Board has documented and adopted a series of protocols to be followed in the event of a takeover offer being made, including

communication between insiders and any bidder. A committee of Directors independent of the bidder and any substantial

shareholders of the Company would be formed and would have responsibility for managing the takeover in accordance with the Board

protocols and the New Zealand Takeovers Code.

Scales Corporation Limited

Corporate Governance Statement

Principle 4 – Reporting and Disclosure
The Board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of corporate

disclosures.

RECOMMENDATION 4.1

An issuer’s board should have a written continuous disclosure policy.

Shareholder Communications and Market Disclosure

Scales’ Board is committed to the principle that high standards of reporting and disclosure are essential for proper accountability

between the Company and its investors, employees and stakeholders.

It achieves these commitments, and the promotion of investor confidence, by ensuring that trading in its shares takes place in

an efficient, competitive and informed market. The Company has in place a written Shareholder Communications and Market

Disclosure Policy designed to ensure this occurs. The policy includes procedures intended to ensure that disclosure is made in a

timely and balanced manner and in compliance with the NZX Listing Rules, such that:

• All investors have equal and timely access to material information concerning the Company, including its financial situation,

performance, ownership and governance

• Company announcements are factual and presented in a clear and balanced way

Accountability for compliance with disclosure obligations is with the Managing Director and Chief Financial Officer. Managers

reporting to the Managing Director are required to provide the Chief Financial Officer with all relevant information that may be

material and to regularly confirm that they have done so.

Significant market announcements, including the preliminary announcement of the half year and full year results, the financial

statements for those periods, and any advice of a change in earnings forecast are approved by the Board.

Directors consider at each Board meeting whether there is any material information which should be disclosed to the market.

RECOMMENDATION 4.2

An issuer should make its Code of Ethics, Board and Committee charters and the policies recommended in the NZX Code,

together with any other key governance documents, available on its website.

Governance Policies and Charters

All of Scales’ key corporate governance documents can be found at www.scalescorporation.co.nz/about-us/governance.

Scales previously was not in compliance with recommendation 4.2 as its Shareholder Communications and Market Disclosure Policy

had inadvertently not been made available on its website. Scales’ Shareholder Communications and Market Disclosure Policy was

made available on its website in November 2023, alongside Scales’ other key corporate governance documents.

RECOMMENDATION 4.3

Financial reporting should be balanced, clear and objective.

Financial and Non-Financial Reporting

Scales’ Board is committed to ensuring integrity and timeliness in its financial reporting and in providing information to the market

and shareholders which reflects a considered view on the present and future prospects of the Company.

A programme of clear, meaningful, timely and effective communications with shareholders is centred around a comprehensive set of

information regarding Scales’ operations and results being available on the Company’s website and in shareholder reports.

The Audit and Risk Management Committee oversees the quality and integrity of external financial reporting including the accuracy,

completeness, balance and timeliness of financial statements. It reviews interim and annual financial statements and makes

recommendations to the Board concerning accounting policies, areas of judgement, compliance with financial reporting standards,

stock exchange and legal requirements, and the results of the external audit. All matters required to be addressed and for which the

Committee has responsibility were addressed during the period under review.

Half year and full year financial statements are prepared in accordance with relevant financial standards.

Both financial and non-financial disclosures are made at least annually.

RECOMMENDATION 4.4

An issuer should provide non-financial disclosure at least annually, including considering environmental, social sustainability

and governance factors and practices. It should explain how operational or non-financial targets are measured. Non-financial

reporting should be informative, include forward looking assessments, and align with key strategies and metrics monitored by

the Board.

Annual Report - Year Ended 31 December 2023

Corporate Governance Statement

Scales has a strategic target to develop best-in-class sustainability reporting and to measure and report on key sustainability
aspects affecting its businesses.

Scales’ Sustainability Report is included at pages 16-21 and provides details of the continuing growth and improvements in Scales’

initiatives in this area. The Group-wide report identifies material sustainability topics, grouped under the headings People, Corporate,

Marketplace, and Environment.

Scales is a climate reporting entity for the purposes of the Financial Markets Conduct Act 2013. Scales is currently preparing its first

set of mandatory Climate-Related Disclosures for FY23 under the Aotearoa New Zealand Climate Standards and Part 7A of the

Financial Markets Conduct Act 2013. Scales’ CRD report will be made available at www.scalescorporation.co.nz/sustainability by no

later than 30 April 2024 .

Principle 5 - Remuneration

The remuneration of Directors and senior management should be transparent, fair and reasonable.

Remuneration Report

Introduction

This Remuneration Report outlines the Company’s overall reward strategy for the year ended 31 December 2023 and provides

detailed information on the remuneration arrangements in this period for the Directors of the Company, the CEO and other

nominated executives.

The Company’s Remuneration Policy may be amended from time-to-time and is reviewed at least once a year. The Company

has also established a number of additional policies to support a strong governance framework and uphold ethical behaviour and

responsible decision making.

The Company notes that the NZX published a template for remuneration reporting in December 2023 and it is proposed that the

Company will use this template for future remuneration reporting.

Remuneration Philosophy

The Nominations and Remuneration Committee is responsible for making recommendations to the Board on remuneration

policies and packages for Directors, the CEO and nominated executives. The primary objectives of the Remuneration Policy

are to provide a competitive, flexible and benchmarked structure that reflects market best practice. The policy is to ensure that

the appropriate culture is maintained within the business, is tailored to the specific circumstances of the Company and reflects

each person’s duties and responsibilities so as to attract, motivate and retain high calibre people. This includes the Company’s

responsibility to monitor diversity and ensure pay equity.

The Nominations and Remuneration Committee reviews market data on remuneration structure and quantum. The remuneration

packages of the CEO and nominated executives are structured to include a Short-Term Incentive Scheme (STI Scheme) that

is directly linked to the overall financial and operational performance of the Company. The CEO and nominated executives

may also be invited to participate in the Company’s share-based Long-Term Incentive Scheme (LTI Scheme) and/or the newly

introduced Performance Share Rights (PSR) Scheme (PSR Scheme). The long-term benefits of the LTI Scheme are solely

conditional on the Company’s share price meeting certain performance criteria, whilst the long-term benefits of the PSR Scheme

are conditional on meeting certain performance criteria for the Company’s share price and earnings per share. Details of both

schemes are outlined below.

The Nominations and Remuneration Committee regularly assesses if the remuneration outcomes are both meeting these

objectives and ensuring the outcomes are reasonable, considering the Company’s actual performance.

RECOMMENDATION 5.1

An issuer should have a remuneration policy for the remuneration of directors. An issuer should recommend director

remuneration to shareholders for approval in a transparent manner. Actual director remuneration should be clearly disclosed

in the issuer’s annual report.

Remuneration Structure

In accordance with best practice corporate governance, the structure of non-executive Director remuneration is separate and

distinct from the remuneration of the CEO and other executives.

Scales Corporation Limited

Corporate Governance Statement

Components of Compensation – Non-Executive Directors
The Board seeks to set aggregate remuneration for non-executive Directors at a level which provides the Company with the ability to

attract and retain Directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders.

No remuneration is payable to Directors unless it is approved by the Company’s shareholders. The NZX Listing Rules specify

that shareholders can approve a per-Director remuneration amount or an aggregate Directors’ fee pool. Scales’ shareholders

approved a Directors’ fee pool of $650,000 per annum at the 2022 Annual Shareholders’ Meeting. The Board notes that, with

the appointment of an additional director in August 2022, the Directors’ fee pool was deemed to have been increased in line

with NZX Listing Rule 2.11.3. The Board continues to review the optimum number of Directors for the Company.

The Board reviews its fees annually to ensure the Company’s non-executive Directors are fairly remunerated for their services and

recognising the level of skill and experience required to fulfil the role. The process involves benchmarking against a group of peer

agribusiness companies. In addition, the Board reviews the Committee structure and appropriate level of resourcing required to make

an ongoing contribution to long-term value creation.

Non-executive Directors have no entitlement to:

• Any performance-based remuneration

• Participation in any share-based incentive schemes

• Any golden handshake or parachute payments on their resignation as a Director

This policy reflects the differences in the role of the non-executive Directors, which is to provide oversight and guide strategy, and the

role of management, which is to operate the business and execute the Company’s strategy. Non-executive Directors are encouraged

to be shareholders but are not required to hold shares in the Company.

Each non-executive Director receives a base fee for services as a Director of the Company or specific subsidiaries, plus an additional

fee is paid to the members of each Board Committee. The payment of an additional fee recognises the additional time commitment

and specific skills required by each Director who serves on those Committees. All Directors are also entitled to be reimbursed for

costs associated with carrying out their duties, including a training allowance.

Fees payable to the non-executive Directors of the Group for the period 1 January 2023 to 31 December 2023 were as follows:

DirectorBase fee

Fees for

serving on

Nominations

and

Remuneration

Committee

Fees for

serving on

Audit and Risk

Management

Committee

Fees for

serving on

the Board

of Selacs

Insurance

Limited

Fees for

serving on

Health &

Safety and

Sustainability

Committee

Fees for

serving on

Finance and

Treasury

Committee

Fees for

serving on

Australian

subsidiary

Boards

Total

Fe es

Tim Goodacre

1

$54,234 -----$5,469$59,703

Miranda Burdon$80,000---$6,000--$86,000

Nick Harris

2

$80,000$1,052$6,000----$ 87,0 5 2

Mark Hutton

3

$34,945$6,552 $2,621--$3,931-$48,049

Alan Isaac

4

$80,000-$18,000 (Chair)$12,000-$1,578-$111,578

Nadine Tunley$80,000---$12,000 (Chair)--$92,000

Qi Xin$80,000------$80,000

Mike Petersen

5

$112,107

(Chair)

------$112,107

Tony Batterton

6

$28,767$5,394 (Chair)$2,158--

$3,236

(Chair)

-$39,555

1

Tim Goodacre resigned from the Board on 28 April 2023. Tim Goodacre served as the Chair of the Board and as a member of the Nominations and Remuneration Committee up until

28 April 2023.

2

Nick Harris served as a member of the Nominations and Remuneration Committee from 20 June 2023 to 22 August 2023

3

Mark Hutton resigned from the Board on 7 June 2023. Mark Hutton served as a member of the Audit and Risk Management Committee and as the Chair of the Nominations and

Remuneration Committee and the Finance and Treasury Committee up until 7 June 2023.

4

Alan Isaac served as the Chair of the Finance and Treasury Committee from 20 June 2023 to 22 August 2023

5

Mike Petersen was appointed to the Board and became the Chair on 28 April 2023. Mike Petersen was appointed as a member of the Nominations and Remuneration Committee on 20

June 2023 and served a member of the Audit and Risk Management Committee from 19 July 2023 to 22 August 2023.

6

Tony Batterton was appointed to the Board on 22 August 2023. Tony Batterton was appointed as a member of the Audit and Risk Management Committee and as the Chair of the

Nominations and Remuneration Committee and the Finance and Treasury Committee on 22 August 2023.

RECOMMENDATIONS 5.2 and 5.3

An issuer should have a remuneration policy for remuneration of executives, which outlines the relative weightings of

remuneration components and relevant performance criteria.

An issuer should disclose the remuneration arrangements in place for the CEO in its annual report. This should include

disclosure of the base salary, short-term incentives and long-term incentives and the performance criteria used to determine

performance-based payments.

Annual Report - Year Ended 31 December 2023

Corporate Governance Statement

(a) Components of Compensation – CEO and Nominated Executives
For the purposes of this report, “nominated executives” includes executives from wholly-owned subsidiaries. A small number of

employees of non wholly-owned subsidiaries have specific short-term incentive schemes linked to the performance of the subsidiary.

(i) Structure

The Company aims to reward the CEO and nominated executives with a level and mix of remuneration commensurate with their

position and responsibilities within the Group, so as to:

• Reward them for Company and business unit performance against targets set by reference to appropriate benchmarks and key

performance indicators

• Align their interests with those of shareholders

• Ensure total remuneration is competitive by market standards

Remuneration consists of both fixed and variable remuneration components. The variable remuneration component comprises the

STI Scheme, the LTI Scheme and the PSR Scheme, with the proportion of fixed and variable components established for the CEO and

for each nominated executive.

The remuneration packages for the CEO and nominated executives are all subject to Board approval, following recommendations

from the Nominations and Remuneration Committee.

The mix of fixed and variable ‘at risk’ remuneration payable in respect of 2023 and 2022 was as follows:

FixedVariable

Nominated Executives

79%21%2023

2022

26%74%

CEO

71%29%2023

2022

60%40%

(ii) Fixed annual remuneration

Remuneration levels are regularly reviewed to ensure that they are appropriate for the responsibility, qualifications and experience

of the CEO and each nominated executive and are competitive with the market.

The CEO and nominated executives receive their fixed annual remuneration in cash and a limited range of prescribed fringe benefits

such as superannuation, motor vehicle and health insurance. The total employment cost of any remuneration package, including

fringe benefit tax, is taken into account in determining an employee’s fixed annual remuneration.

For the financial year ended 31 December 2023, the CEO received $892,928 (2022: $678,456) in fixed annual remuneration.

(iii) Variable remuneration – STI Scheme

The current STI Scheme is directly linked to the achievement of the annual financial and operational targets. As such it can be viewed as

a ‘profit share’ arrangement. The objective of the STI Scheme is to provide an additional incentive to the executive to achieve the targets

and ensure that the cost to the Company is flexible and in line with the trading outcome for the current year.

Actual STI Scheme payments depend on achieving specific financial targets, determined by the Board, to be aligned with targets

communicated to shareholders. The targets are set at the beginning of the year and are also subject to a number of ‘qualifying gates’

including liquidity and ESG measures. The financial targets may include a weighted combination of:

• At least 40% for meeting budget or target Underlying Net Profit after Tax Attributable to Shareholders for the Group, within issued

Guidance

• At least 40% for meeting budget or target Underlying Earnings before Interest and Tax for the Group, division or business unit

• Any balance for strategic objectives and other contributions

STI Scheme payments relate to a specific financial year and are delivered as a taxable cash bonus. They are payable on completion of

the annual audited financial statements for that financial year. It should be noted that the level of remuneration detailed in this report for

the CEO includes the bonus paid in early 2023 relating to the 2022 financial year. The actual amount paid for all nominated executives in

the STI Scheme for the 2022 year was $944,628 . For the 2023 financial year, as the Company did not achieve its target Net Profit after

Tax Attributable to Shareholders for the Group, there was no STI Scheme bonus payable.

STI Scheme payment values are set as a percentage of total fixed remuneration, being 45% for the CEO and between 10% and 35% for

other nominated executives for the financial year ended 31 December 2023. For the financial year ended 31 December 2023 there were

38 nominated executives in the STI Scheme.

The CEO’s financial targets for the financial year ended 31 December 2023 were 60 per cent for meeting the target Underlying Net

Profit After Tax Attributable to Shareholders for the Group and 40 per cent for meeting the target Underlying Earnings Before Interest

and Tax for the Group. For the 2023 financial year, as the Company did not achieve its target Underlying Net Profit After Tax Attributable

to Shareholders for the Group, there was no STI Scheme bonus payable to the CEO or to any other nominated executive.

In addition to the STI Scheme the Board reserves the ability to pay ad-hoc bonus payments to any employee where certain outcomes

are considered by the Board to positively impact on long-term success. There were no ad-hoc bonuses accrued for 2023 financial year.

Scales Corporation Limited

Corporate Governance Statement

(iv) Variable remuneration – LTI and PSR Schemes
During FY23 the Board introduced a PSR Scheme as an additional long-term incentive for the CEO and selected executives.

This scheme complements the existing LTI Scheme and grants PSRs to key senior management personnel. The PSR Scheme is

linked to the performance of the Global Proteins division which has been the focus of recent and continuing investment by the

Company. Vesting is dependent upon achievement of Earnings per Share (EPS) and Total Shareholder Return (TSR) targets at

the end of a 3-year term. On vesting, PSRs would entitle participants to receive ordinary shares in Scales. One grant of PSRs

was made under the PSR Scheme during FY23 and will be eligible for vesting during FY26.

Whilst PSRs are the most prevalent LTI instrument in Australasia, the Company believes the existing LTI Scheme, which

involves the issue of shares and loans, continues to be relevant for Scales. The structure is well understood by executives and

closely aligns to the security held by shareholders. The Board will continue to review the outcomes from the current LTI Scheme

structure and has the ability to adjust the scheme to achieve the target objectives.

Both the LTI and PSR Schemes have been designed to link reward with key performance indicators that drive sustainable

growth in shareholder value over the long-term. The objectives of the Schemes are to:

• Align the CEO and nominated executives’ interests with those of shareholders

• Help provide a long-term focus

• Retain high calibre senior employees by providing an attractive equity-based incentive that builds an ownership of the Company mindset

• Encourage executives to think and act like owners

LTI Scheme

Under the LTI Scheme, the CEO and nominated executives are offered an interest free loan which is to be applied to acquire

shares in the Company. Shares acquired under the LTI Scheme are held by a custodian and will only vest with the employee if

he or she is still employed by the Company after 3 years from the date of issue. Once the shares vest, the employee still remains

obligated to repay the outstanding balance of the loan. Often, to fund the repayment of the outstanding loans, executives may,

subject to the approved procedures, sell on-market their LTI vested shares. Over the next 12 months a total of 470,217 shares

are eligible to vest, on 30 April 2024 and 24 August 2024 (as detailed in the table below). Alternatively, if an employee leaves

employment before the expiry of the 3-year period, the Company is authorised to sell that employee’s shares with the proceeds

applied to repay the balance of the loan, with any deficit covered by the Company and any surplus retained by the Company.

The hurdle rate used for the LTI Scheme is an absolute share price growth hurdle, which is more challenging over time than a

relative TSR approach. This approach only rewards executives if long-term shareholders also do well.

Each employee’s loan amount (which determines how many shares will be acquired) is set as a percentage of their total fixed

remuneration and selected employees will be offered a loan for this amount if the criteria set by the Board are met. The criteria

for share allocation under the Scheme for FY23 is the achievement of a gross TSR of 12.5% over the IPO reference share price

(equivalent to $2.72 for FY23).

The Board has retained the discretion to vary the applicable criteria for each offer under the LTI Scheme.

LTI Scheme loan amounts are set as a percentage of total fixed remuneration, being 30% for the CEO and between 10% and

20% for other nominated executives in respect of the financial year ended 31 December 2023. For the financial year ended 31

December 2023, there were 54 nominated executives in the LTI Scheme.

During the financial year ended 31 December 2023, 374,113 shares were allocated under the LTI Scheme relating to the 2022

financial year, with matching interest free loans of $1,245,796, an average of $3.33 per share. The CEO will receive 68,900

shares in the Company under the LTI Scheme relating to the financial year ended 31 December 2022, compared to 61,208

shares relating to the previous year. As at the end of the financial year ended 31 December 2023, the total balance owing under

the loans advanced to the CEO under the LTI Scheme was $1,293,887, with $2,033,334 to senior management and $2,360,253

to other nominated executives. Note that under current accounting treatment, loans relating to unvested shares are not

recorded on the Company’s balance sheet.

In total, the CEO at year end held 253,355 shares under the LTI Scheme which are subject to vesting constraints.

As at year end, total loans for vested shares, which are now full recourse, of $2,075,448 remain outstanding and are recorded

on the Company’s balance sheet. The executives are obligated to repay the outstanding loan balance on the sale of the shares

or on termination of employment.

Total shares allocated under the scheme as at the end of the financial year ended 31 December 2023 are as follows:

Number of shares

Grant dateVesting date

Exercise

price ($)

Opening

balanceGrantedForfeited

Vested and

exercised

Closing

balance

30 April 2020 – FY1930 April 20233.20282,125-(8,844)(273,281)-

28 June 2020 – FY19R24 August 20244.19194,511---194,511

30 April 2021 – FY2030 April 20243.20284,628-(8,922)-275,706

30 April 2022 – FY2130 April 20253.20327,031- (11,132)-315,899

30 April 2023 – FY2230 April 20263.33-374,113--374,113

Total1,088,295374,113(28,898)(273,281)1,160,229

Annual Report - Year Ended 31 December 2023

Corporate Governance Statement

The total cost of the LTI Scheme relating to share allocations made during 2023 was $258,950. Under accounting standard IFRS 2
Share Based Payments, the total option value of each annual allocation is spread across the 3 years of the vesting period from the

date of issue. As a result, the total expense recorded in the Statement of Comprehensive Income for the financial year ended 31

December 2023 is $455,531. The total cost relating to each annual share allocation will be cumulative.

The total annual cost of the LTI Scheme relating to shares issued from 2014 to 2023 is detailed below. In addition, the annual

allocation spread across the 3 years of the vesting period is as follows:

Financial YearLTI Scheme YearAllocation Cost at Grant DateAmortisation Expense

2014IPO$469,985$65,000

20152014$31,465$167,850

20162015$517,879$269,719

20172016$572,866$388,732

20182017$1,251,325$846,796

20192018$869,951$865,695

20202019$785,682$ 6 97,67 9

20212020$467,125$726,769

20222021$722,084$608,679

20232022$258,950$455,531

2024*$390,255

2025*$ 1 47, 970

2026*$26,935

*The forecast years assume no further allocations.

PSR Scheme

In December 2023 the Board approved a PSR Scheme to grant performance rights to the CEO and selected executives. Vesting

of rights is dependent upon achievement of EPS and TSR targets at the end of a 3-year term. On vesting, PSRs would entitle

participants to receive ordinary shares in Scales. One grant of 322,596 PSRs was made under the PSR Scheme, in December

2023. Of these PSRs, 267,051 were issued to Scales’ CEO. Further detail on the PSR Scheme is set out in the notes to Scales’ 2023

Consolidated Financial Statements.

Taxation

In March 2018, changes were made to the tax legislation affecting employee share schemes. As a result of these changes, gains

made in share value by participants are now deemed as taxable to the participants on vesting. A tax deduction is also provided to

the employer for these gains. The gains, per share, are calculated as the difference between the market price on vesting and the

allocation price.

Scales’ Board agreed, for the LTI share allocations vesting in 2023, to fully fund participants’ tax liability, effectively passing on the

actual economic benefit derived from the legislative changes. The net after-tax cost to Scales of funding this liability was $1,259.

(v) Non-Statutory remuneration

The statutory format in which companies are required to present remuneration data may make it difficult for shareholders to

understand the total remuneration actually earned by nominated executives in any year. In addition to the timing and recording of

STI Scheme payments, the requirement for share-based payments to be calculated at the time of grant (not vesting) and accrued

over the vesting period may not then reflect what nominated executives actually received or became entitled to during the financial

year under review.

The following table summarises the total value of vested shares actually received by nominated executives on the date of vesting

and can be compared to the Allocation Cost recorded above.

The value recorded in the following table for each allocation highlights the amount by which the share price on the vesting date

exceeded the performance targets.

Financial YearLTI Scheme YearValue at Vesting DateShare Price at Vesting Date

2017IPO$3,245,760$3.45

20182014$352,066$4.75

20192015$1,110,314$5.01

20202016$1,126,548$4.80

20212017$1,270,022$4.70

20212018 Refresh$253,603$4.88

20222018$651,774$4.85

20222019 Refresh$202,745$4.50

20232019$139,373$3.14

Scales Corporation Limited

Corporate Governance Statement

(vi) Employee share ownership scheme
At the time of the Company’s IPO, it established an employee share ownership scheme to facilitate an increase in the level of

participation by employees as shareholders, which improves the alignment of interests between employees and shareholders. Under

the scheme, each eligible employee was offered an interest free loan up to $5,000 to fund 50% of the subscription price for the

shares which the employee wished to acquire in the Company. Employees are obliged to repay their loans when the shares are sold

or when they leave the Company.

(b) Remuneration of the CEO and Employees

The total remuneration and value of other benefits paid to the CEO (including under the STI Scheme and LTI Scheme detailed

above) for the year ended 31 December 2023 was $1,266,118 (2022: $1,127,498).

The number of employees of the Group (including former employees), not being a Director (and therefore excluding the CEO who is

also a Director) mentioned above, who received remuneration and other benefits in excess of $100,000 in the period 1 January 2023

to 31 December 2023 is set out in the remuneration bands detailed below:

Amount of RemunerationEmployees

$100,001-$110,00016

$110,001-$120,00013

$120,001-$130,00010

$130,001-$140,00013

$140,001-$150,00014

$150,001-$160,00011

$160,001-$170,0009

$170,001-$180,0002

$180,001-$190,0003

$190,001-$200,0004

$200,001-$210,0002

$210,001-$220,0002

$220,001-$230,0001

$250,001-$260,0003

$280,001-$290,0001

$290,001-$300,0001

$300,001-$310,0001

$320,001-$330,0001

$360,001-$370,0001

$390,001-$400,0002

$400,001-$410,0001

$500,001-$510,0001

$580,001-$590,0001

$710,001-$720,0001

$910,001-$920,0001

$4,590,001-$4,600,0001

Principle 6 – Risk Management

Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The Board

should regularly verify that the issuer has appropriate processes that identify and manage potential and material risks.

Annual Report - Year Ended 31 December 2023

Corporate Governance Statement

RECOMMENDATION 6.1
An issuer should have a risk management framework for its business and the issuer’s Board should receive and review regular

reports. An issuer should report the material risks facing the business and how these are being managed.

Risk Management Framework

The Board is responsible for ensuring that key business and financial risks are identified, and that appropriate controls and

procedures are in place to effectively manage those risks.

The Audit and Risk Management Committee has overall responsibility for ensuring that the Company’s risk management framework

is appropriate and that it appropriately identifies, considers and manages risks.

Risk management is an integral part of Scales’ business. A risk management framework incorporating a risk register is used to

identify those situations and circumstances in which the Company may be materially at risk and for which risk mitigation activities

are appropriate. This approach is intended to embed a comprehensive, holistic, Group-wide culture of risk awareness in senior

management, supported by a consistent method of identifying, assessing, controlling, monitoring and reporting existing and

potential risks to Scales’ business.

The objectives of the framework are to:

• Provide a consistent and structured way to manage risk across the Company

• Ensure the Company manages effectively the risks it faces in achieving its objectives

• Ensure our people are aware of and meet their responsibilities to identify, evaluate and treat the risks that may prevent or restrict the

Company from achieving its objectives

The Board has delegated responsibility to the Audit and Risk Management Committee to establish and regularly review the

Company’s risk management framework. As part of this framework the Committee is tasked with identifying situations and

circumstances in which the Company may be materially at risk and initiating appropriate action through the Board or Managing

Director. A risk management policy is overseen by the Managing Director and supports a comprehensive approach to the

management of those risks identified as material to the Company’s operations. Risk management is a standing item on the agenda

for Audit and Risk Management Committee meetings, with detailed reports provided by management.

The table below outlines Scales’ material risks (with the exception of Health & Safety risk, which is covered at 6.2) and how Scales

manages these risks.

Risk

category

The risks and their impactRisk management - controls, mitigations and initiatives

Biological

Biological risks include the

risk of the incursion of pests

and diseases that would cause

biological asset damage or

would impact market access for

Scales’ products.

Scales actively monitors and manages this risk via a suite of controls,

including comprehensive spray programmes, pest traps, residue testing and

product traceability. In addition, Scales promotes and participates in the

management of biosecurity risks via membership of industry bodies and

assurance programmes.

Compliance,

Legal &

Regulatory

Risk of breaches in compliance,

legal and regulatory obligations

that would lead to adverse

regulatory outcomes,

reputational damage, fines,

breaches of contract or would

impact market access for

Scales’ products.

Scales looks to mitigate these risks via committing to best practice

corporate governance including by maintaining and adhering to relevant

policies, processes and procedures.

In addition, mitigations and controls include:

• Extensive operational protocols and quality control procedures

• A wide range of employee training, both internally and externally provided

• Use of relevant external advisors

• Active engagement with regulators

• External and internal audit processes

• Monitoring and compliance with consent & permit requirements

• Participation in industry bodies, including in their assurance and special

interest groups

Cyber

security

Risk of adverse impact,

including loss of business

continuity, from the failure

to protect digital assets and

information.

Scales has a comprehensive suite of controls and mitigations including:

• Certified internal security personnel and certified third-party security vendors

• Network, systems, infrastructure and communications-based security

software suites

• Recurring cyber awareness training for all employees

• Applicable cyber insurance covering operational downtime and/or loss of data

• Bi-annual penetration testing against edge devices

• Real-time “hot site” infrastructure for Scales’ on-premises environments

Scales Corporation Limited

Corporate Governance Statement

Risk
category

The risks and their impactRisk management - controls, mitigations and initiatives

Financial

Risk of negative financial impact

from internal and external

factors including:

• adverse strategic decisions

• market risk, including sales

pricing, foreign exchange

movements and interest rate

movements

• failure to adequately protect

assets, including via insurance

• fraud, operational error or poor

procedures and processes

Scales has people, policies, processes, systems and controls in place to

deliver on its expectations of good practice financial management. Specific

controls and mitigations include:

• Board-appointed Audit and Risk Management and Finance and Treasury

Committees whose responsibilities include overseeing financial reporting,

assessing material risks and capital and treasury risk management

• Group-wide financial modelling, budgeting and forecasting

• Annual external audit process and internal audit function

• Extensive use of external advisors on specific risk areas

• Delegations Policy which details authority and limits for committing to

expenditure

• Operation of a captive insurance subsidiary to extend the range of insurance

options

• Maintenance of business continuity and crisis management plans

Human

resources

Risk of inability to retain or

attract the required calibre and

number of employees. Specific

risks include:

• limitation of the Recognised

Seasonal Employer (RSE)

Scheme

• inability to meet the seasonal

worker requirements of the

horticulture division

• failure to effectively implement

a senior management

succession plan

Scales’ management of these risks include the following controls and

mitigations:

• Active engagement with government bodies around the requirements of the

RSE Scheme

• Regular visits to the various Pacific Islands and engagement with their

governments regarding the RSE Scheme and employees

• Independent inspection of facilities provided to RSE Scheme employees

• Operation of a variety of programmes and initiatives to attract and retain

employees

• Regular review of succession planning

• Operation of incentive schemes designed to encourage employee retention

Market

access

Risk of reduction or loss of

market access and/or the

limitation or inability to get

products to markets. Specific

risks include:

• product contamination

• adverse spray usage

• cool chain equipment failure

• inability to access global

shipping capacity

Scales has comprehensive, policies, processes, systems and controls

in place to mitigate these risks. Specific controls and mitigations

include:

• Extensive compliance programmes

• Quality control checking of products

• Sanitation protocols in place and constantly monitored

• Annual product recall testing

• Regular testing of active ingredients of sprays and of residues

• Traceability systems in place

• Effective and ongoing preventative and reactive maintenance programmes

• Constant monitoring of cool chain temperatures

• Insurance cover for goods in transit

• Engagement with government bodies on risk management

• Operation of an experienced logistics division

• Engagement with multiple global shipping carriers

• Proven track record of forecasting shipping capacity requirements

Climate

Climate change poses risk to

our businesses via disruption

to Scales’ operations, Scales’

supply chain, infrastructure

and customers. Recent severe

weather events have highlighted

the adverse impact that climate

change can have.

As an agribusiness company, Scales considers climate risk as part of its

enterprise risk framework. This year Scales will produce a CRD report in

accordance with the Aotearoa New Zealand Climate Standards. This report

will comprehensively cover climate risks and how Scales manages these.

Annual Report - Year Ended 31 December 2023

Corporate Governance Statement

The Managing Director and Chief Financial Officer have provided the Board, through the Audit and Risk Management Committee,
with assurances that, in their opinion, financial records have been properly maintained, that the financial statements comply with

those accounting standards under which Scales must report and that the statements present fairly Scales’ financial position

and performance. These representations are given on the basis that a sound system of internal controls and risk management is

operating effectively in all material respects in relation to financial reporting.

In managing the Company’s business risks, the Board approves and monitors policy and procedures in areas such as treasury

management, financial performance, taxation and delegated authorities.

Scales has insurance policies in place covering most areas where risk to its assets and business can be insured at a reasonable cost.

It also operates a captive insurance subsidiary, Selacs Insurance Limited. Selacs Insurance accesses reinsurance, for the benefit of

the Company, in international insurance markets, including in London.

RECOMMENDATION 6.2

An issuer should disclose how it manages its health and safety risks and should report on their health and safety risks,

performance and management.

Health and Safety

The Health & Safety and Sustainability Committee was initially established to assist the Board to meet its responsibilities under

the Health & Safety at Work Act 2015. In particular, the Committee is responsible for ensuring that health and safety is given an

appropriate level of focus by Scales and its subsidiaries by regularly reviewing the assurance processes around risk assessment and

mitigation, safety systems, staff capability, staff competency, safety leadership and safety culture. Detailed reporting is provided to

the Committee on lead and lag indicators including health and safety incidents, injury rates by severity, local site health and safety

committee meetings and sick leave. The findings of independent audit reports are provided to the Committee. Further information is

included in the Sustainability Report on pages 16 - 21 of this report.

Principle 7 – Auditors

The Board should ensure the quality and independence of the external audit process.

RECOMMENDATIONS 7.1 AND 7.2

The Board should establish a framework for the issuer’s relationship with its external auditors.

The external auditor should attend the issuer’s Annual Shareholders’ Meeting to answer questions from shareholders in

relation to the audit.

External Auditor

Oversight of the Company’s external audit arrangements to safeguard the integrity of financial reporting is the responsibility of

the Audit and Risk Management Committee. Scales maintains an External Auditor Independence Policy to ensure that audit

independence is maintained, both in fact and appearance.

The policy covers the following areas:

• Appointment of the external auditor

• Provision of other assurance services by the external auditor

• Pre-approval process for the provision of other assurance services

• External auditor lead and engagement partner rotation

• Hiring of staff from the external auditor

• Relationships between the external auditor and the Company

• Reporting on fees and non-audit work

The role of the external auditor is to audit the financial statements of the Company in accordance with applicable auditing standards

in New Zealand and to report on its findings to the Board and shareholders of the Company.

The External Auditor Independence Policy is available in the Governance section of the Company’s website. Deloitte Limited is the

Company’s external auditor. Nicole Dring is the current audit engagement partner, having been appointed for the 2021 audit.

All services provided by the Company’s external auditor are considered on a case-by-case basis by management and the Audit and

Risk Management Committee to ensure there is no actual or perceived threat to independence in accordance with the policy. The

external auditor has provided the Audit and Risk Management Committee with written confirmation that, in its view, it was able to

operate independently during the year.

Deloitte Limited has continued to act as the auditor of Scales and its subsidiaries. The amount payable by Scales and its subsidiaries

to Deloitte Limited as audit fees during the year ended 31 December 2023 was $330,382. In addition, audit fees of $170,223 were

payable to Sheehan & Company during the year ended 31 December 2023, for their audit of Meateor US LLC and its subsidiaries and

audit fees of $22,177 were paid to Lowe Lippmann during the year ended 31 December 2023 for their audit of Fayman International

Group Pty Limited.

Scales Corporation Limited

Corporate Governance Statement

There was no non-assurance work carried out by the external auditors during the year. All non-assurance services provided must
have the prior approval of the Audit and Risk Management Committee.

The effectiveness, performance and independence of the external auditors is reviewed by the Audit and Risk Management

Committee on an ongoing basis. The Audit and Risk Management Committee also reviews the possible rotation of the external audit

firm on a regular basis. The review includes an assessment of the auditors’ independence, expertise and partner rotation frequency.

Such a review was carried out in 2023 and resulted in a recommendation of no change to the external auditor.

The auditor is regularly invited to meet with the Committee including without management present.

The auditor has been invited to attend the Annual Shareholders’ Meeting and will be available to answer questions about the audit

process and the independence of the auditor.

RECOMMENDATION 7.3

Internal audit functions should be disclosed.

Internal Audit

Scales’ internal audit function is overseen by the Audit and Risk Management Committee. The objective of the internal audit function

is to enhance and protect the organisational value of Scales by providing risk-based and objective assurance, advice and insight.

Internal audit activities are governed by Scales’ Internal Audit Charter, which outlines, amongst other things, the principles, purpose,

authority and scope of the function.

An annual internal audit plan is prepared for approval by the Audit and Risk Management Committee. Where necessary, external

expertise is obtained for specific audit activities.

The internal auditor is regularly invited to meet with the Audit and Risk Management Committee including without management

present.

The Company continues to co-source engagements in the internal audit programme with KPMG, as required. A number of such

engagements are planned for 2024.

Principle 8 – Shareholder Relations

The Board should respect the rights of shareholders and foster constructive relationships with shareholders that encourages

them to engage with the issuer.

RECOMMENDATION 8.1

An issuer should have a website where investors and interested stakeholders can access financial and operational information

and key corporate governance information about the issuer.

Shareholder Relations

Scales’ Board is committed to maintaining open and transparent communications with investors and other stakeholders. The

annual report, NZX releases, governance policies and charters and a variety of corporate information is posted onto the Company’s

website. Recordings of results briefings are available at Investor Presentations in the Investors section of the website.

Each shareholder is entitled to receive a hard copy of each annual report.

The Company has a Shareholder Meetings page in the Investors section on its website. Documents relating to meetings are

available.

RECOMMENDATION 8.2

An issuer should allow investors the ability to easily communicate with the issuer, including by designing its shareholder

meeting arrangements to encourage shareholder participation and by providing shareholders the option to receive

communications from the issuer electronically.

Shareholder meetings will be held at a time and location to encourage participation in person by shareholders. Annual Shareholders’

Meetings historically have been held in Christchurch, reflecting the head office location for the Company and the historical

shareholder base. Since 2021, meetings have been held as ’hybrid meetings’, with shareholders having the ability to either attend in

person or to view the meeting, and to also vote and ask questions, virtually. It is the intention to continue this practice, to enable the

widest possible shareholder participation.

Electronic Communications

Shareholders have the option of receiving their communications electronically. Contact details for Scales’ head office are available

on the website.

Annual Report - Year Ended 31 December 2023

Corporate Governance Statement

RECOMMENDATION 8.3
Shareholders should have the right to vote on major decisions which may change the nature of the company in which they are

invested in.

Major Decisions

Directors’ commitment to timely and balanced disclosure is set out in its Shareholder Communications and Market Disclosure Policy

and includes advising shareholders on any major decisions. Where voting on a matter is required, the Board encourages investors to

attend the meeting or to send in a proxy vote. Shareholders may raise matters for discussion at the Annual Shareholders’ Meeting

either in person, virtually or by emailing the Company with a question to be asked. Scales conducts voting at its Annual Shareholders’

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

RECOMMENDATION 8.4

When seeking additional equity, the Company should offer shares to existing shareholders on a pro-rata basis before offering

shares to other investors.

The Board will take this recommendation into account if considering any future capital raisings.

RECOMMENDATION 8.5

The Board should ensure that the notice of meeting for the Annual Shareholders’ Meeting and any special meeting is posted on

the issuer’s website as soon as possible and at least 20 working days prior to the meeting.

Notice of Meeting

Scales’ Notice of Meeting will be released on the NZX’s Market Announcement Platform at least 20 working days prior to the Annual

Shareholders’ Meeting and will also be made available on the Shareholder Meetings page in the Investors section of the website.

Scales Corporation Limited

Corporate Governance Statement

Director Disclosures
Directors

The following persons were Directors of Scales and its subsidiaries during the year ended 31 December 2023:

Scales Corporation Limited

Andrew BorlandExecutive Director

Miranda Burdon Independent Director

Nick HarrisIndependent Director

Alan IsaacIndependent Director

Nadine TunleyIndependent Director

Qi XinDirector

Mike Petersen (appointed 28 April 2023)Independent Chair

Tony Batterton (appointed 22 August 2023)Independent Director

Mark Hutton (resigned 7 June 2023)Independent Director

Tim Goodacre (resigned 28 April 2023)Independent Chair

Fern Ridge Produce Limited

Andrew Borland

Hamish Davis

Andrew van Workum

Geo. H. Scales Limited

Andrew Borland

Steve Kennelly

Kent Ritchie

Longview Group Holdings Limited

Andrew Borland

Andrew van Workum

Meateor Foods Limited

Andrew Borland

Nick Harris

Meateor Foods Australia Pty Limited

Andrew Borland

Tim Goodacre

Meateor Group Limited

Andrew Borland

Nick Harris

Meateor US LLC

Andrew Borland

John Sainsbury

Mr Apple New Zealand Limited

Andrew Borland

Tim Goodacre (resigned 28 April 2023)

Mark Hutton (resigned 7 June 2023)

New Zealand Apple Limited

Andrew Borland

Tim Goodacre (resigned 28 April 2023)

Scales Logistics Australia Pty Limited

Andrew Borland

Tim Goodacre

Scales Employees Limited

Andrew Borland

Mark Hutton (resigned 7 June 2023)

Scales FI Group Holding Pty Limited

Andrew Borland (appointed 31 January 2023)

Nick Harris (appointed 31 January 2023)

Tim Goodacre

John Sainsbury (appointed 31 January 2023)

Scales Holdings Limited

Andrew Borland

Steve Kennelly

Kent Ritchie

Scales Logistics Limited

Andrew Borland

Steve Kennelly

Kent Ritchie

Selacs Insurance Limited

Andrew Borland

Alan Isaac

Steve Kennelly

Shelby Exports, Inc.

Brett Frankel

Shelby JV LLC

Andrew Borland

John Sainsbury

Brett Frankel

Annual Report - Year Ended 31 December 2023

Director Disclosures

Interests Register
The following entries were made in the interests register of Scales and its subsidiaries during the period 1 January 2023 to 31

December 2023:

Indemnification and Insurance of Directors

As permitted by the Company’s Constitution and in accordance with Section 162 of the Companies Act 1993, the Group has

indemnified all Directors and arranged Directors’ and Officers’ liability insurance which ensures that, to the extent permitted by law,

Directors will incur no monetary loss as a result of actions undertaken as Directors. Certain actions are specifically excluded, for

example, the incurring of penalties and fines, which may be imposed in respect of breaches of the law.

Share Dealings by Directors

Dealings by Directors in relevant interests in Scales’ ordinary shares during the year ended 31 December 2023 as entered in the

Interests Register of Scales are as follows:

Name of DirectorNo. of Shares

Nature of

Relevant Interest

Acquisition/

DisposalConsiderationDate of Acquisition

Andrew Borland68,900Beneficial ownerAcquisition$3.33 per share24 April 2023

Tony Batterton83,891Beneficial interestInitial disclosureN /AN /A

Miranda Burdon40,000Beneficial ownerAcquisition$3.42 per share24 & 28 February 2023

Nick Harris150,000Beneficial ownerAcquisition$3.23 per share23 February to 23 March 2023

Mike Petersen5,000Registered holderInitial disclosureN /AN /A

Mike Petersen10,000Registered holderAcquisition$3.04 per share9 October & 8 November 2023

General Notice of Disclosure of Interest in the Interests Register

Details of Directors’ general disclosures entered in the relevant interests register for Scales or its subsidiaries during the period

1 January 2023 to 31 December 2023 are as follows:

Scales Corporation Limited

Andrew Borland

The Lincoln University FoundationTrustee

Lincoln University Centennial TrustAdvisor

Tony Batterton

Briscoe Group LimitedDirector

Evergreen Partners LimitedDirector

NZ Fine Touring Group LimitedDirector

Siplow Nominees LimitedDirector

Direct Capital IV Management LimitedDirector

Miranda Burdon

Emerging Proteins New ZealandChair

Food Nation LimitedDirector

Meadow Mushrooms LimitedChair

Nick Harris

Glenturret Farm LimitedDirector

Harris Farms LimitedDirector

Harris Meats (Cheviot) LimitedDirector

Alan Isaac

Basin Reserve TrustChair

NZ Community TrustChair

NZ Markets Disciplinary TribunalMember

Oceania Healthcare (NZ) LimitedDirector

Skellerup Holdings LimitedDirector

Wellington Cricket FoundationTrustee

Wellington Cricket TrustTrustee

Wellington Free AmbulanceDirector

Mike Petersen

Antipodean Lands LimitedDirector

ANZCO Foods LimitedDirector

Bellarace Consulting LtdDirector/Shareholder

Dryland Carbon

Advisory Committee

Member

Forest Partners

Advisory Committee

Member

Kelso Genetics LimitedDirector

Nui Markets LimitedChair

Rimanui Farms

Advisory Board

Member

Te Hau Station LimitedDirector

Te Puna Farm TrustTrustee

Nadine Tunley

Energie Fruit Charitable TrustTrustee

Energie Fruit Company NZ LimitedDirector/Shareholder

Horticulture New Zealand IncorporatedCEO

Ngā Pouwhiro TaimatuaMember

Origin NZ LimitedDirector/Shareholder

The Manuka Holding Co LimitedDirector/Shareholder

Qi Xin

China Resources Enterprise, LimitedExecutive

Scales Corporation Limited

Director Disclosures

Relevant Interests
The table below records the Scales ordinary shares in which each Director had a relevant interest as at 31 December 2023.

DirectorNumber of Ordinary Shares – BeneficialNumber of Ordinary Shares – Non-Beneficial

Andrew Borland430,310500,000

Tony Batterton83,891Nil

Miranda Burdon40,000Nil

Nick Harris250,000Nil

Alan Isaac25,0003,000

Mike PetersenNil15,000

Nadine TunleyNilNil

Qi XinNilNil

Use of Company Information by Directors

No notices were received from Directors pursuant to section 145 of the Companies Act 1993 to use Company information received

in their capacity as Directors, which would otherwise not have been available to them.

Shareholder Information

Spread of Shares

Set out below are details of the spread of shareholders of Scales as at 31 January 2024:

Number of ShareholdersNumber of Shares Held% of Shares Held

Under 2,0001,2901,242,3990.87

2,000 to 4,9991,4674,454,7223.11

5,000 to 9,9998485,592,7053.91

10,000 to 49,99979514,618,86910.22

50,000 to 99,999825,525,1413.86

100,000 and over65111,662,14578.03

Annual Report - Year Ended 31 December 2023

Director Disclosures

20 Largest Shareholders
Set out below are details of the 20 largest shareholders of Scales as at 31 January 2024:

ShareholderNumber of Shares% of Shares

Custodial Services Limited23,727,913 16.58

China Resources Enterprise, Limited21,500,000 15.02

BNP Paribas Nominees (NZ) Limited - NZCSD7,898,561 5.52

Tes Custodians Limited Client Property Trust Account - NZCSD6,478,114 4.53

FNZ Custodians Limited6,224,247 4.35

Accident Compensation Corporation - NZCSD5,840,024 4.08

Citibank Nominees (New Zealand) Limited - NZCSD4,999,270 3.49

HSBC Nominees (New Zealand) Limited - NZCSD3,199,192 2.24

New Zealand Depository Nominee Limited3,108,456 2 .17

JP Morgan Chase Bank - NZCSD2,761,496 1.93

JB Were (NZ) Nominees Limited2,511,322 1.75

John Grant Sinclair & Camille Elizabeth Sinclair2,241,000 1.57

PT (Booster Investments) Nominees Limited1,669,189 1.17

HSBC Nominees (New Zealand) Limited - NZCSD1,478,234 1.03

FNZ Custodians Limited1,432 ,675 1.00

Forsyth Barr Custodians Limited1,309,524 0.92

Pathfinder Nominees Limited - NZCSD1 , 2 87,0 5 2 0.90

Scales Employees Limited1,163,823 0.81

JB Were (NZ) Nominees Limited939,100 0.66

Forsyth Barr Custodians Limited628,700 0.44

Substantial Product Holders

Set out below are details of the substantial product holders of Scales as at 31 December 2023.

The number of shares shown below is as advised in the most recent substantial product holder notices given to Scales and may not

be accurate as at 31 December 2023.

NameNumber of SharesClass of Shares

China Resources Enterprise, Limited21,500,000Ordinary

Harbour Asset Management Limited and Jarden Securities Limited13,557,572Ordinary

The total number of Scales Corporation Limited ordinary shares on issue as at 31 December 2023 was 143,095,981.

Other Information

NZX Waivers

Scales did not rely upon any waivers granted by NZX Limited during the year ended 31 December 2023.

Exercise of NZX Disciplinary Powers

NZX Limited did not exercise any of its powers under Listing Rule 9.9.3 in relation to Scales during the year ended 31 December 2023.

Donations

Donations of $261,256 were made by Scales during the year ended 31 December 2023. No donations were made to political parties.

Scales Corporation Limited

Director Disclosures

AUD
Australian dollars

Average Net Cash/

Debt

Average net cash/debt is calculated as the average of the cash/debt balances plus the net working capital

facility balance, as at 30 June and 31 December each year

Capital Employed

Capital Employed is calculated as non-current assets plus working capital (excluding cash, overdrafts and

borrowings, NZ IFRS 16 lease liability, dividends declared, derivative assets / liabilities and employee loans)

CRD

Climate-Related Disclosures

EBIT

Earnings Before Interest and Tax

EBITDA

Earnings Before Interest, Tax, Depreciation and Amortisation

EPS

Earnings Per Share

Esro Petfood

Esro Petfood B.V. (50 per cent held by Scales, equity accounted as a joint venture)

Fayman

Australian operations of FI Group Holdings Pty Limited (50 per cent held by Scales, equity accounted as a

joint venture) together with ANZ Exports Pty Limited (42.5 per cent held by Scales, equity accounted)

Fern Ridge

Fern Ridge Produce Limited (100 per cent held by Scales, consolidated)

FOB

Free On Board, a term which means that the price for goods includes delivery at the seller’s expense on to a

vessel at a named port and no further. The buyer bears all costs thereafter (including costs of sea freight)

FY

Financial Year

GAAP

Generally Accepted Accounting Practice

Group

Scales Corporation Limited, its subsidiaries and joint ventures

GWP

Global Warming Potentials

Ha

Hectare, a metric unit of measurement equal to 10,000 square metres

IPO

Initial Public Offering

Meateor Australia

Meateor Australia Pty Limited (33.33 per cent held by Scales, equity accounted)

Meateor International

Meateor Foods Limited and Meateor Foods Australia Pty Limited (100 per cent held by Scales, consolidated)

Meateor NZ

Meateor Pet Foods Limited Partnership (50 per cent held by Scales, equity accounted as a joint venture)

MT

Metric Tonnes

N PAT

Net Profit After Tax

N PATA S

Net Profit After Tax Attributable to Shareholders

NZ IFRS

New Zealand equivalents to International Financial Reporting Standards

Profruit

Profruit (2006) Limited (50 per cent held by Scales, equity accounted as a joint venture)

PVR

Plant Variety Rights

ROCE

Return on Capital Employed, calculated as EBIT divided by average Capital Employed

RSE

Recognised Seasonal Employer

Shelby

Shelby JV LLC group of companies (60 per cent held by Scales, consolidated)

TCE

Tray Carton Equivalent, a measure of apple and pear weight, equal to 18.6kg packed weight which equates to

18.0kg sale weight

TEU

A Twenty-foot Equivalent Unit is a unit of cargo capacity to describe container volumes

Underlying profit

measures (EBIT,

EBITDA, NPAT,

N PATA S )

Non-GAAP profit measures that Directors and management use when discussing financial performance. See

page 7 for definition and pages 36 - 39 for reconciliation to GAAP (NZ IFRS) profit measures

Glossary

Annual Report - Year Ended 31 December 2023

Glossary

Scales Corporation Limited
Directory

Board of Directors
Mike Petersen (Chair) (appointed 28 April 2023)

Andrew Borland (Managing Director)

Tony Batterton (appointed 22 August 2023)

Miranda Burdon

Tim Goodacre (resigned 28 April 2023)

Nick Harris

Mark Hutton (resigned 7 June 2023)

Alan Isaac

Nadine Tunley

Qi Xin

Audit and Risk Management Committee

Alan Isaac (Chair)

Nick Harris

Tony Batterton

Nominations and Remuneration Committee

Tony Batterton (Chair)

Mike Petersen

Finance and Treasury Committee

Tony Batterton (Chair)

Andrew Borland

Health & Safety and Sustainability

Committee

Nadine Tunley (Chair)

Andrew Borland

Miranda Burdon

Registered Office

52 Cashel Street

Christchurch 8013

New Zealand

Postal Address

PO Box 1590

Christchurch 8140

New Zealand

Telephone

+64 3 379 7720

Website

www.scalescorporation.co.nz

Auditor

Deloitte Limited

Level 4

151 Cambridge Terrace

Christchurch 8013

Bankers

ANZ Bank New Zealand Limited

Level 3

ANZ Centre

267 High Street

Christchurch 8011

Coöperatieve Rabobank U.A., New Zealand Branch

Level 4

32 Hood Street

Hamilton 3204

Westpac New Zealand Limited

Level 4

The Terrace

83 Cashel Street

Christchurch 8011

Solicitors

Anthony Harper

Level 9

Anthony Harper Tower

62 Worcester Boulevard

Christchurch 8013

Chapman Tripp

Level 34

PwC Tower

15 Customs Street West

Auckland 1010

Corporate Advisor

Maher & Associates

17 Albert Street

Auckland 1010

Share Registry

Computershare Investor Services Limited

Level 2

159 Hurstmere Road

Takapuna

Auckland 0622

Directory

Annual Report - Year Ended 31 December 2023

Directory

52 Cashel Street, Christchurch 8013, New Zealand
www.scalescorporation.co.nz

Scales Corporation Limited

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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.