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Kingfish 2025 Annual Report

Annual Report25 June 2025KFLFinancials

ANNUAL REPORT
2025

31 MARCH

2
CALENDAR

Next Dividend Payable

27 JUNE 2025

Annual Shareholders’ Meeting

Ellerslie Event Centre, Auckland

8 AUGUST 2025, 10:30AM

Interim Period End (1H26)

30 SEPTEMBER 2025

03About Kingfish

06Directors’ Overview

10Manager’s Report

18The STEEPP Process

20Kingfish Portfolio Stocks

26Board of Directors

27Corporate Governance Statement

36Directors’ Statement of Responsibility

37Financial Statements

54Independent Auditor’s Report

58Shareholder Information

60Statutory Information

63Directory

CONTENTS

Andy Coupe

Chair

Carol Campbell

Director

This report is dated 23 June 2025 and is

signed on behalf of the Board of Kingfish

Limited by Andy Coupe, Chair, and Carol

Campbell, Director.

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ANNUAL REPORT

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3
ABOUT KINGFISH

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

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

Kingfish portfolio is managed by Fisher Funds Management Limited

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

with a track record of successfully investing in growth company

shares. Kingfish listed on NZX Main Board on 31 March 2004 and may

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

or unlisted companies.

INVESTMENT OBJECTIVES

The key investment objectives of Kingfish are to:

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

growth, within risk parameters acceptable to the directors; and

»provide access to a diversified portfolio of New Zealand quality growth

stocks through a single tax efficient investment vehicle.

INVESTMENT APPROACH

The investment philosophy of Kingfish is summarised by the following

broad principles:

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

a fundamental change in the original investment case;

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

profitability; and

» construct a diversified portfolio of investments based on the

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

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ANNUAL REPORT

2025

$
40.8m

Net profit

12 .5

%

Total shareholder return

10.6

%

Gross performance return

$

1.35

NAV per share

$

1.28

Share price

8.9

%

Adjusted NAV return

DIVIDENDS PAID

DIVIDENDS PAID DURING THE YEAR ENDED 31 MARCH 2025 (CENTS PER SHARE)

Total dividends of 11.08cps were paid during the financial year (2024: 10.83 cps)

27 June

2024

2.65

cps

27 September

2024

2.66

cps

20 December

2024

2.85

cps

28 March

2025

2.92

cps

FOR THE 12 MONTHS ENDED 31 MARCH 2025

AT A GLANCE

AS AT 31 MARCH 2025

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ANNUAL REPORT

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Infratil
14

%



Fisher & Paykel

Healthcare

18

%


Summerset

9

%


Mainfreight

10

%

Auckland

International

Airport

8

%

AS AT 31 MARCH 2025

LARGEST INVESTMENTS

AS AT 31 MARCH 2025

SECTOR SPLIT

Healthcare 35%

Industrials 25%

Financials 14%

Utilities 10%

Information Technology 8%

Consumer Staples 4%

Cash 3%

Materials 1%

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

holding data as at 31 March 2025 can be found on page 17.

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ANNUAL REPORT

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"Kingfish has benefitted
from the gradual

recovery by key

portfolio companies

in delivering a net

profit for the 31 March

2025 financial year of

$40.8 million.”

DIRECTORS’ OVERVIEW

Andy Coupe

Chair

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ANNUAL REPORT

2025

The 2025 financial year was marked by continued
below-average growth in the New Zealand economy,

creating a challenging environment for the local share

market. Despite this, the New Zealand share market

found some support from a shift in monetary policy, as

the Reserve Bank of New Zealand implemented several

cuts to the Official Cash Rate. These moves helped lift

investor sentiment and share prices during the second

half of the 2024 calendar year. Momentum waned in the

final quarter of the financial year, as expectations for an

economic recovery were pushed out and global market

volatility weighed on performance. However, while

the New Zealand share market returns were subdued,

Kingfish delivered relatively strong performance.

The Company successfully generated a $40.8m net

profit after tax (NPAT) for the 31 March 2025 financial

year. The adjusted NAV return

1

was up 8.9%, while the

total shareholder return

2

was up 12.5%, reflecting the

improving share price over the majority of the year. The

gross performance return

3

of 10.6% was ahead of the

Company’s benchmark index

4

, which was up 1.4%. The

Manager believes that Kingfish remains well placed

by virtue of the quality of the portfolio companies’

business models and their attractive long-term runways

for earnings growth. These factors, when combined

with more favourable valuations, mean the current

environment presents an attractive opportunity for

patient investors.

There was a small increase in Kingfish Limited’s Net

Asset Value (NAV) for the year, from $458 million to

$470 million, with the financial year NPAT of $40.8m

more than offsetting the Kingfish net distributions paid

during the year ($24m net of the dividend reinvestment

plan) and the $6m buybacks. It is also relevant to note

the Kingfish annualised adjusted NAV performance over

the longer term of three and five years, being 3.2% and

8.4%, as compared to the benchmark index for those

same three and five-year periods of 0.4% and 4.6%.

Revenues and Expenses

The 2025 NPAT result comprised profits on investments

of $37.8m, dividend and interest income of $10.4m, less

operating expenses and tax of $7.4m.

Overall operating expenses were $0.6m higher than

the corresponding period, mainly due to higher

management fees as a consequence of the higher

portfolio gross asset value.

Dividends

Kingfish continues to distribute 2.0% of average net

asset value per quarter, as shareholders are attracted

to receiving the regular distributions. Over the 12-month

period to 31 March 2025, Kingfish paid 11.08 cents per

share in dividends (2024:10.83 cps). The next dividend

will be 2.75 cents per share, payable on 27 June 2025

with a record date of 5 June 2025.

Kingfish has a dividend reinvestment plan which

provides ordinary shareholders with the option to

reinvest all or part of any cash dividends in fully

paid ordinary shares. Full details of the Dividend

Reinvestment Plan

5

can be found in the Kingfish

Dividend Reinvestment Plan Offer Document, a copy

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

capital-management-strategies/

Warrants

On 1 May 2025, 87.0m new warrants were allotted.

One new warrant was issued to eligible shareholders

for every four shares held on the record date (30 April

2025). The warrants are exercisable on 1 May 2026 at

$1.35 per warrant, adjusted down for dividends declared

during the period commencing from the allotment of the

warrants, up to the announcement of the 1 May 2026

exercise price.

The prior Kingfish warrant (KFLWH) had an exercise

date of 26 July 2024, when warrant holders had the

option to convert their warrants into ordinary shares at

an exercise price of $1.26 per warrant. On the exercise

date, 1.1m warrants out of a possible 83.1m warrants

were converted into Kingfish ordinary shares. The new

shares were allotted to warrant holders on 31 July 2024

and the additional funds were invested into the Kingfish

portfolio.

Share Buybacks

The share buyback programme

6

is another part of

Kingfish’s capital management. During the 12 months

to 31 March 2025, the share price was, at times, at a

discount of greater than 6% to the adjusted NAV, and the

Company bought back 4.8m shares (FY24: 0.7m).

1

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

capital management initiatives), and after expenses, fees and tax.

2

Total shareholder return - the return combines the share price performance, the warrant price performance, the net value of

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

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

expiry date.

3

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

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

4

The benchmark index is the S&P/NZX50G.

5

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

Investor Services Limited.

6

Shares purchased under the buyback programme are held as treasury stock and subsequently utilised under the dividend

reinvestment plan.

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ANNUAL REPORT

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FIGURE 1: FIVE-YEAR PERFORMANCE SUMMARY
Corporate Performance

For the year ended 31 March20252024202320222021

5 years

(annualised)

Total Shareholder Return12 .5%3.7%(18.8%)0.02%6 5 .1%9.4%

Adjusted NAV Return8.9%4.6%(3.6%)(3.5%)41.1%8.4%

Dividend Return

1

8.6%8.5%7.7 %7. 4 %7.7 %

Net Profit/(Loss)$40.8m$19.9m($19.5m)($ 17. 3 m)$142.7m

Basic Earnings per Share11.9 0 c ps 5.96cps-6.00cps-5.49cps56.28cps

OPEX ratio1.5%1.5%0.9%1.1%2.9%

OPEX ratio (before performance fee)1.5%1.5%0.9%1.1%1.5%

As at 31 March20252024202320222021

NAV (as per financial statements)$1.35$1.3 4$1.4 0$1.5 8$1.7 7

Adjusted NAV$ 7.17$6.58$6.30$6.53$6.77

Share price$1.28$1.25$1.32$1.75$1.90

Warrant price-$0.01-$0.05-

Share price discount/(premium) to NAV

2

5.2%6.5%5.7%(11.6%)( 7. 3 %)

DIRECTORS’ OVERVIEW CONTINUED

Andy Coupe / Chair

Kingfish Limited

23 June 2025

Annual Shareholders’ Meeting

The 2025 annual shareholders’ meeting will be held on

Friday 8 August at 10:30 am at the Ellerslie Event Centre

in Auckland and online. All shareholders are encouraged

to attend, with those who are unable to attend either

form of the meeting invited to cast their vote on

Company resolutions prior to the meeting.

Conclusion

The year ended 31 March 2025 was yet another

challenging period for the New Zealand share market.

Notwithstanding the changeable market conditions

over the period, your directors remain confident in

the strategy of focusing on well-managed, quality

businesses, whose sustainable competitive advantages

enable them to adapt and respond to an ever-changing

environment over the medium to long term.

We would like to thank you for your continued support

and look forward to seeing many of you at the annual

meeting on 8 August 2025.

On behalf of the board,

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ANNUAL REPORT

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

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

expenses, fees and tax,

» adjusted NAV return – the percentage change in the adjusted net asset value,

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

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

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

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

expiry date,

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

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

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

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

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

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

FIGURE 2: TOTAL SHAREHOLDER RETURN

Share Price/Total Shareholder Return

Total Shareholder ReturnShare Price

$

9.00

$

8.00

$

7.00

$

6.00

$

5.00

$

4.00

$

3.00

$

2.00

$

1.00

$

0.00

Mar

2016

Mar

2019

Mar

2020

Mar

2021

Mar

2022

Mar

2023

Mar

2024

Mar

2025

Mar

2004

Mar

2005

Mar

2006

Mar

2007

Mar

2008

Mar

2009

Mar

2010

Mar

2 011

Mar

2012

Mar

2013

Mar

2014

Mar

2015

Mar

2017

Mar

2018

Manager Performance

For the year ended 31 March20252024202320222021

5 years

(annualised)

Gross Portfolio Performance

(before expenses, fees and tax)10.6%6.3%(2.7%)(2.5%)46.0%10.2%

S&P/NZX50G1.4%1.9%(1.9%)(3.6%)28.2%4.6%

Performance fee hurdle/Benchmark Rate

3

12 .2%12 .7%10.2%7. 5 %7. 3 %

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

1

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

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

2

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

3

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

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ANNUAL REPORT

2025

Matt Peek
Portfolio Manager

"Kingfish aspires

to own quality

companies that

demonstrate resilience

and achieve growth

despite tough times."

MANAGER’S REPORT

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ANNUAL REPORT

2025

It follows that unemployment continued to rise, to
5.1% by December 2024, up over a percentage point

over 12 months to the highest level since 2016 (COVID

lockdowns aside).

This environment led to many Kiwis and businesses

adopting the mantra 'Survive 'til '25.'

On the positive side of the ledger, we saw the Reserve

Bank of New Zealand (RBNZ) finally deliver some cuts

to the Official Cash Rate, dropping this from 5.25% to

3.75% at 31 March 2025 in a series of cuts beginning in

August.

While this ‘monetary stimulus’ provided a much-

needed boost to sentiment, we did not see it translate

meaningfully to higher spending or business activity.

Stimulus like this can take a while to translate to

greater activity. Consumers need to wait until the cash

hits their bank account, and businesses like to have a

line of sight to improved profitability before stepping up

spending and investment. Consumers and businesses

alike were optimistic that things would (surely) be ‘less

bad’ in 12 months’ time, but in reality, activity levels

actually got weaker sequentially over the financial year.

Chart: There was a disconnect between businesses’

optimism in their outlook and weak observed activity

levels

Source : ANZ

The stock market is not totally representative of exactly

what is happening in an economy. For one, it contains

a number of utilities and not the struggling local café.

It also has the occasional internationally focused

business without much of a local customer base.

That said, this all provided a tough backdrop for the

New Zealand stock market in the 2025 financial year.

Many companies saw earnings growth expectations

delayed as the reality of the economic environment set

in. Some companies previously thought to be defensive

or resilient to a downturn proved otherwise.

SUMMARY AND MARKET REVIEW

During the financial year to 31 March 2025, the New

Zealand market benchmark

1

rose by 1.4% (while

Kingfish delivered a Gross Performance Return of

10.6%). It was the second consecutive year that the

New Zealand share market delivered a low single-digit

return, after 1.9% in the previous financial year.

Last year, we observed that “a key reason why the New

Zealand market has delivered lower returns recently

has been the weaker economic environment” versus

other economies like Australia and the US.

Unfortunately, over the course of the 2024 calendar

year, New Zealand's economic growth continued

to surprise negatively, with figures from Stats NZ

suggesting the economy contracted sharply in the

June and September quarters.

Chart: Economic activity (real GDP growth)

continued to show NZ’s economy was below

long-term trends

Source : Stats NZ, NZ Treasury

Note: FY25 figure based on the NZ Treasury 2025 Pre-Budget

Economic and Fiscal Update (PREFU)

While broadly cost of living pressures became less

acute, the local consumer continued to face increases

to key household expenses (such as rents, rates and

electricity) plus the tail end of rolling onto higher

mortgage rates, which constrained discretionary

spending.

Many companies in the private sector facing a tougher

environment resorted to restructuring their workforces

to ‘right-size’ to the weaker business environment.

Companies also commonly held off on making non-

essential reinvestment in their businesses, given the

difficult backdrop.

The coalition Government’s first budget in May 2024

prioritised limiting the budget deficit, while facing lower

tax revenue, and so the public sector also saw ‘belt-

tightening’ and layoffs.

1

S&P/NZX 50 gross index excluding imputation credits.

5%

4%

3%

2%

1%

0%

-1%

-2%

FY22 FY23 FY24 FY25

March year real GDP growth

Long term average (1979 - 2024)

60

40

20

0

-20

-40

MAR 22

JUN 22

SEPT 22

DEC 22

MAR 23

JUN 23

SEPT 23

DEC 23

MAR 24

JUN 24

SEPT 24

DEC 24

MAR 25

Outlook Activity

FY23FY24FY25

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ANNUAL REPORT

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Chart: New Zealand stock market returns struggled to defy the gravity effect of the local economic environment
MANAGER’S REPORT CONTINUED

Source : Bloomberg

Overall, in spite of the challenging environment, the

New Zealand share market trended marginally higher

over the year, although momentum faded in the last

quarter as the market was impacted by volatility in

global share markets.

THE KINGFISH PORTFOLIO YEAR IN

REVIEW

Kingfish comfortably outperformed its New Zealand

equity market benchmark, with a Gross Performance

Return of 10.6% versus the S&P/NZX 50 of 1.4%.

Chart: Kingfish outperformed the NZ share market

(S&P/NZX 50 gross index) for the second successive

year

As we have previously observed, Kingfish has a

modest exposure to companies that rely on the New

Zealand consumer. Several of its portfolio companies

derive a lot of income from offshore. Kingfish aspires

to own quality companies that demonstrate resilience

and achieve growth despite tough times.

As is always the case, during the financial year to 31

March 2025, Kingfish’s performance reflected many

company-specific factors, which are discussed in turn

in the next section.

6.3%

1.9%

10.6%

1.4%

FY24 FY25

Kingfish gross performance return

S&P/NZX 50 gross index

120

115

110

105

100

95

NZ (NZX 50)US (S&P 500)

Australia (ASX 200)World (MSCI World)

31MAR24 30JUN24 30SEPT24 31DEC24 31MAR25

Vista

F&P Healthcare

a2 Milk

Port of Tauranga

Freightways

EBOS

Contact Energy

Summerset

Auckland Airport

Meridian Energy

Vulcan Steel

Infratil

Mercury

Mainfreight

Delegat

+89%

+32%

+30%

+26%

+23%

+15%

+11%

+1%

-1%

-2%

-2%

-3%

-5%

-9%

-31%

Notably, the top 3 performers for the financial year had

one key thing in common – almost nothing by way of

sales within New Zealand. Vista, a2 Milk and Fisher

& Paykel Healthcare have built fantastic offshore-

focused businesses with ample runway for further

growth. A New Zealand recession is almost irrelevant

to them, and in fact tends to weaken the Kiwi dollar,

which means their offshore earnings are worth even

more when repatriated.

The largest detractors also generally had something

in common: a more challenging cyclical demand

environment.

Chart: Portfolio Company Total Shareholder Returns

(year to 31 March 2025)

Source : Bloomberg

Note: Total shareholder return to nearest percent, excluding

imputation credits.

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PERFORMANCE HIGHLIGHTS
Vista

Vista (+89%) saw its share price rise strongly as it made

further strides in its cloud-based cinema software

strategy. It also saw the company thrust into the

spotlight as private equity firm Potentia bought a 19.9%

shareholding in the company, validating the opportunity

ahead and value on offer.

Calendar 2024 was a year of execution for the company,

having previously put the foundations in place by

developing its Cloud offering and signing up early

adopting customers for implementation. Cinema

circuits were onboarded, with customers on the Cloud

product increasing from 59 to 358 sites over the period,

and customers on the Digital solution increasing from

166 to 683 sites. This saw annualised recurring revenue

increase by 15% in the year.

With around 4,600 sites in total and ambitions for

further growth in the customer base, Vista is only in

the early stages of its growth trajectory. The company

remains positive about implementing the products

for committed customers and signing up further

customers to the transition.

Management has controlled cost growth well,

exceeding its profit margin guidance and prompting an

increase in its long-term profit margin target to 33-37%

from the previous 25-30% range.

Fisher & Paykel Healthcare

Fisher & Paykel Healthcare (FPH, +32%) delivered strong

returns off the back of strong sales performance across

all key parts of the business.

In its Hospital division, FPH's new applications’

consumables have continued to grow at high rates.

It called out its anaesthesia offering, which is seeing

its experience in North America mirror the historical

growth curve in Australia, where the products have been

available longer.

The company noted it is seeing pleasing rates of change

in clinical practice, which takes time but is the ultimate

driver of increasing uptake of its products.

Obstructive sleep apnoea masks have been a standout

for the last couple of years given the successful release

of new masks, and sales have continued to grow nicely.

The immediate outlook continues to be supported by the

launch of a number of new masks including the recent

debut of several in the important US market.

Less acute cost pressures, plus new product launches

at higher price points and the tailwind of higher

volumes, means the company is making progress

working to improve its profit margins to its target level.

FPH continues to see strong earnings growth, driven

by double-digit revenue growth in both Hospital and

Homecare (consistent with its goal of doubling sales

every five to six years), combined with margin expansion.

The a2 Milk Company

The a2 Milk Company (+30%) continued to take market

share in the Chinese infant formula sector despite the

market contending with a softer economy and smaller

infant population due to demographics and a lower birth

rate than historically.

The company's English Label infant formula product

has been performing strongly as it is at an affordable

price point at a time when Chinese families are under

economic pressure and looking for quality, affordable

options. The company is well placed to continue

its sales momentum with the launch of premium

('Genesis') and budget ('Gentle Gold') English Label

alternatives, plus senior health fortified milk products.

Port of Tauranga

Port of Tauranga (+26%) bounced back to growth after

facing container volume headwinds, cost inflation and a

resurgent competitor in Ports of Auckland.

The port’s share of container volumes has improved

following a reset of rail costs and following increased

charges for cargo owners at its rival, Ports of Auckland.

Against this backdrop, Port of Tauranga has also been

able to put through price increases to restore profitability.

The port remains well placed longer term, with key

competitor Ports of Auckland prioritising price leadership

over volume growth, and Port of Tauranga’s Sulphur

Point berth extension supporting future volume growth.

Freightways

Leading local courier operator Freightways

(+23%) was among the rare domestically focused

companies that performed credibly despite a tough

economic environment, which was reflected in

strong share price performance.

Its New Zealand courier business has recently seen

like-for-like customer volumes down around -4% on last

year. However, improved pricing and market share gains

from other operators offset this weakness.

In Australia, the company's Allied Express larger item

delivery business continues to perform well, benefitting

from more buoyant market conditions and customer

wins, assisted by investment in automation projects.

EBOS

EBOS (+15%) has put the loss of its A$2 billion Chemist

Warehouse Australia contract behind it and continued

to deliver solid growth.

The core Community Pharmacy and Institutional

Healthcare divisions continue to perform well as

demand for healthcare increases. It is experiencing

market growth supported by demographic tailwinds and

market share gains.

The division is also benefitting from greater industry

funding, following a newly minted remuneration model

for Australian pharmaceutical wholesalers.

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ANNUAL REPORT

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MANAGER’S REPORT CONTINUED
It has also been benefitting from the changing

competitor landscape, gaining significant new

wholesale pharmacy customer business that has

already exceeded its initial target of A$300 million by

around 50%.

Organic growth in EBOS’s Animal Care division is

slowing following the COVID-induced uplift in pet

ownership rates. However, overall performance remains

relatively resilient, in part thanks to the company’s

strong brands and a focus on new product development

in adjacent market segments.

Contact Energy

Electricity company Contact Energy (+11%) delivered

solid returns, with its much-anticipated new Tauhara

geothermal plant coming online to displace generation

from its Taranaki Combined Cycle gas-fired plant at an

opportune time (high wholesale electricity prices and

high gas costs).

During the period, Contact made an offer to acquire

Manawa, the owner of several hydro schemes across

New Zealand. Manawa’s predominantly North Island

hydro portfolio complements Contact’s South Island

hydro portfolio. Contact believes it can achieve

meaningful cost savings from bringing the businesses

together. At the time of writing, the transaction was still

conditional but expected to go ahead, having received

clearance from the Commerce Commission.

Summerset

Retirement village operator and developer Summerset

(+1%) had a strong year, albeit not reflected by its share

price.

In calendar 2024, the company demonstrated its ability

to execute strongly from both a sales and development

perspective, with record total settlements (+12%

on 2023), record underlying profit (+8%), record net

operating cash flow (+11%) and record net tangible asset

value per share (+13%).

This was despite encountering a challenging operating

environment, including incoming residents faced with

the prospect of selling their home in a subdued housing

market with flat prices and an elevated level of properties

for sale.

The company delivered the first units of its flagship St

Johns development in Auckland late in the year, on time

and on budget and with the expectation that this will

generate a significant cash surplus as units are sold

down.

Summerset is benefitting from a geographically diverse

range of new villages to sell, and has chosen locations

wisely with attractive demand supply catchments.

Resales volumes continue to grow as the portfolio

matures, which will continue to provide growing cash

flow for years to come.

Summerset has maintained a prudent approach to debt,

with net debt exceeded by the value of its development

portfolio and coupled with a strong track record

of crystallising cash from development in a timely

manner. It has continued to add broadacre sites to its

development pipeline to extend its growth runway.

The year also saw the initial sales at its first Australian

village, Cranbourne North. With other villages

progressing through their early development stages,

Australia is expected to deliver more units over time.

PERFORMANCE LOWLIGHTS

Delegat Group

Oyster Bay wine brand owner Delegat (-31%) saw

a continuation of the recent challenging trading

environment.

Wine sales have been subdued in particular in the

US and UK, which means retailers are continuing

to limit orders to reduce their inventories. Some

customers are being more value conscious due to

economic pressures, such as in the UK, and this is

inducing competitors to be more aggressive on price

promotions. This comes at a time when Delegat is

looking to selectively raise prices to rebuild profitability

after a few years of elevated cost pressures.

Historically, the company has preferred to maintain

prices to preserve brand equity (versus discounting

to a lower price point), although this impacts sales

volumes in the short term.

Subsequent to the end of the financial year, tariffs have

the potential to impact the company’s wine sales into

the United States.

Mainfreight

Mainfreight (-9%) saw mixed performance across its

business, as dictated by regional market conditions.

The company continued to see challenged

performance in its New Zealand operations. As the

dominant player, it struggled to find enough market

share opportunities to offset softer market volumes,

and so profits have contracted year over year. Europe

has also seen slower economic conditions as a

constraining factor on growth.

The shining light for the company continues to be its

Australian presence. Mainfreight is in a sweet spot

where it now has critical mass for its network and

is getting strong recognition in the market, winning

business from competitors. Zooming out, it has a

relatively modest market share, which means the

runway for growth remains significant, as its profits

have only just overtaken the New Zealand division

despite the Australia market size being multiples larger.

A large but more challenging opportunity for the

company remains the US Transport market (less-than-

truckload freight). Over time, Mainfreight has made

progress in its Warehousing and Air & Ocean freight

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forwarding divisions, which have similar offerings to
the most established parts of its global network. In the

Transport business, it has a nationwide network in key

locations and picks up and delivers 85% of warehouse

freight on a Mainfreight truck. The challenge is building

out and ‘fattening’ density in the network to compete

successfully in a market where customers have plenty

of choice and Mainfreight is still a relative minnow. Our

visit to Dallas for the company’s investor day revealed

that the company remains serious in its ambitions and

is selectively investing in modern facilities to support

this goal.

The company has also seen challenging conditions

in its Air & Ocean division, with the spectre of tariffs

creating uncertainty around freight flows. While there

may be some short-term disruption, global freight

forwarders like Mainfreight could prove well placed

to navigate a complex and changing environment on

behalf of customers, as the company proved during the

disrupted COVID environment.

Infratil

Infratil (-3%) had a busy year, with plenty by way of

developments across its infrastructure portfolio.

Sentiment ended the financial year on a soft note, with

key assets experiencing challenges in their market

environments.

Key holding CDC Data Centres saw strong demand for

data centre space over much of 2024, but this morphed

into concern early in 2025 that the relentless growth

in demand from large tech companies may slow. The

company finished the 2025 financial year short of the

400MW of contracted capacity it had targeted, but

remains confident in the longer-term growth trajectory.

It was still a year of significant progress for CDC and

growth with operating capacity up +19% (from 268MW

to 318MW) and future build pipeline increasing more

than three-fold from 536MW to 1754MW. One of its

fellow shareholders recently topped up its shareholding

at a valuation for the whole enterprise of A$17.3 billion,

versus A$11.1 billion a year earlier.

Longroad Energy saw the outlook for its industry

landscape change during the period as Trump was

re-elected. The US-based renewable energy developer

had seen an acceleration of its growth outlook under

the Biden administration’s ‘Inflation Reduction Act’,

but the industry is now coming to terms with potential

changes to subsidies under the Trump administration.

Infratil’s local telecommunications company, One

NZ, has progressively been taking market share from

heavyweight competitor Spark (not owned by Kingfish)

and has also moved more proactively to position for a

consumer slowdown.

Infratil is set to sell its longstanding 51% shareholding

in electricity generator Manawa to Contact Energy (for

cash and Contact shares).

Vulcan Steel

Vulcan Steel (-2%) has been contending with the tough

economic backdrop. In large part its products are used

in capital projects, which can be delayed or scaled

back in tough economic times.

While volumes and profitability have been under

pressure, the company’s low-cost business model

means it is still profitable despite inclement market

conditions. Its competitors, Steel & Tube and, we

suspect, Fletcher Building's steel division, on the other

hand, are losing money.

Meanwhile the company has made good progress

in integrating its acquisition of the Ulrich aluminium

business, including switching to its inventory

management and sales methodologies which will give

improved returns moving forwards. It has also rolled

out a growing number of ‘hybrid’ sites which stock its

range of both aluminium and stainless-steel products,

which will allow it to efficiently sell to more customers

moving forwards.

Meridian Energy

Meridian (-2%) had an eventful year.

Early in the year, it struck a long-term deal with the Tiwai

aluminium smelter, providing the industry much needed

clarity about the long-term operating environment.

It also saw increased public scrutiny during the dry

winter in 2024, given the media interest and political

concern around current New Zealand electricity market

dynamics as a byproduct of a historically unfortunate

lack of rain and unexpected gas shortages.

Lack of hydro inflows saw wholesale electricity

prices spike to high levels for spot market customers.

However, the way the electricity system works in

New Zealand means residential customers and most

commercial and industrial customers are insulated

because they purchase energy at fixed prices, with only

certain 'sophisticated' customers electing to take spot

market price risk.

Meridian progressed building out its pipeline of wind,

solar and battery projects to meet New Zealand's

increasing demand for electricity over the coming

years. During the year, it committed to a 100MW battery

system at Ruakākā, a wind farm at Mt Munro, and the

repowering of the Te Rere Hau wind farm with new

turbines, greatly increasing its generation capacity.

Auckland Airport

Auckland Airport (-1%) progressed its long-term

terminal infrastructure programme during the period,

although the new terminals remain a multi-year project

years away from completion. During the year, the

company raised $1.4 billion in equity at $6.95 per share

to help fund this (which Kingfish supported).

The year contained some challenges, including modest

passenger demand growth, given the recession

has tempered the appetite for New Zealanders to

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MANAGER’S REPORT CONTINUED
travel domestically for both business and leisure and

not helped by elevated pricing from New Zealand’s

dominant carrier, Air New Zealand. Australians

have shown a greater preference to travel to other

destinations such as Bali and Japan.

Late in the period, the Commerce Commission clarified

its view on Auckland Airport’s proposed landing

charges, and it agreed to reduce charges as a result.

PORTFOLIO ADDITION AND EXIT

Mercury

We initiated a position in Mercury (-5%) late in the

financial year.

Mercury is one of the five currently listed New

Zealand electricity generator-retailers (‘gentailers’).

Fundamentally, Mercury’s core economic 'moat' comes

from its irreplaceable hydro assets, with nine power

plants on the Waikato River. This provides flexible,

low marginal cost generation. Having flexible hydro

generation allows for fast dispatch of power when

intermittent renewable resources are unavailable,

that is, when the wind doesn’t blow or the sun doesn’t

shine. This flexibility is of increasing importance as

more renewable assets are built. Flexible hydro also

mitigates the burden of the increasingly high cost of

gas generation, given New Zealand’s gas reserves are

diminishing faster than expected. Mercury’s North

Island hydro assets are closer to the bulk of New

Zealand’s electricity demand, where electricity prices

are higher, a point of differentiation compared to

Meridian and Contact.

Mercury also has a significant proportion of wind

generation versus other gentailers and a modest

amount of geothermal generation, which nicely balance

its generation portfolio.

We like Mercury’s well-progressed future development

pipeline, consisting mostly of wind but with meaningful

geothermal expansion options, supported by a solid

balance sheet.

The share price represents an attractive entry point,

similar to when we added Contact Energy to the

portfolio in August 2020.

Ryman Healthcare

We exited our holding in Ryman during the period.

Despite being long-term investors in Ryman (Kingfish

invested in the company back in 2004 ahead of a long

period of significant value creation), our thesis has

shifted over recent years.

We had reduced the position size significantly over the

previous five or so years, although we ultimately thought

Ryman still had a strong brand and business model and

would regain success with a capable management team

and board in place.

This changed with the company’s surprise decision in

February to raise around $1 billion of new equity to pay

down debt. The balance sheet had been a focus area

for us, and the management team had assured us that it

was not a concern as recently as December following its

half-year result.

The company also provided a weak trading update, with

December quarter gross sales applications down 40%

on the prior year, citing challenging market conditions,

heightened competitive activity and impact from

"changes to Ryman's ORA [Occupancy Right Agreement]

pricing model, organisational restructure and reduced

incentives in the market". Again, this was not on

management's radar previously, with commentary in

late November suggesting a limited response to the

change from prospective residents.

Management also flagged even more potential

impairments to its assets, above and beyond previous

write-downs.

Ryman also announced it will pause all future

development stages and has roughly halved its

combined build rate for the 2026 and 2027 financial

years, which will curtail future growth.

The surprise equity raise and change in narrative

from the new management team materially impaired

our investment thesis: (1) we lost confidence in the

management and board; (2) reduced sales suggest

a weaker brand and execution, in stark contrast to

Summerset; (3) the growth profile is now lower than

we expected; and (4) valuation upside has been eroded

through significant dilution from the large equity raising,

further impairments and lower growth outlook.

CONCLUSION AND OUTLOOK

It has been pleasing to see Kingfish again perform

comparatively well in a tough environment.

We are optimistic that Kingfish’s companies are well

placed to benefit from an improving New Zealand

economy, but can continue to weather the storm longer

if necessary.

Our companies have begun the new financial year

with a different challenge. Trump's early actions as US

President have been a key backdrop to global share

market movements so far in the 2025 calendar year.

We got a taste of this in the March quarter with plenty

of share market volatility around the outlook for

selective tariffs, such as those flagged for Mexico and

Canada. There was also plenty of conjecture about

whether Trump’s Department Of Government Efficiency

(DOGE) austerity would act to slow the US and global

economies. Geopolitical tensions remained high given

his appetite to resolve conflict in Ukraine and Gaza, plus

a confrontational approach towards China and others.

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The extent of the 'Liberation Day' global tariff
announcement in early April came as a shock.

At face value the first order impact of the 10% tariffs

announced for New Zealand is quite limited within the

Kingfish portfolio. Primarily this may impact Fisher

& Paykel Healthcare and Delegat's sales from New

Zealand into the US, plus there is a likely impact on

Mainfreight's international freight forwarding business

(to the extent global trade flows are disrupted).

However, at the time of writing, there is still much

uncertainty about what the final arrangements may

be, and the impact on the global economy. As such the

impact on share prices has been wider than just the

companies that are directly impacted by tariffs.

It is impossible to accurately predict these global

macroeconomic events. Instead, we focus on

positioning the Kingfish portfolio well for an uncertain

future, which means backing companies that we believe

are resilient and have strong long-term prospects.

We have confidence in Kingfish’s portfolio companies

and their management teams to navigate these stormy

seas, as they did during the COVID pandemic, and as

they have been doing through some difficult years for

New Zealand.

It is also worth remembering that these shocks can also

provide opportunities for Kingfish to dynamically re-size

positions as our assessment of the reward-to-risk ratio

changes with the gyrations.


Matt Peek / Portfolio Manager

Fisher Funds Management Limited

23 June 2025

PORTFOLIO HOLDINGS SUMMARY

AS AT 31 MARCH 2025

Listed Companies% Holding

Auckland International Airport8.3%

Contact Energy4.0%

Delegat Group1.1%

EBOS Group7.9 %

Fisher & Paykel Healthcare17. 8 %

Freightways3.8%

Infratil13.6%

Mainfreight9.6%

Mercury3.0%

Meridian Energy3.2%

Port of Tauranga3.4%

Summerset Group8.9%

The a2 Milk Company 3.0%

Vista Group7.7 %

Vulcan Steel1.2%

Equity Total96.5%

New Zealand dollar cash3.5%

TOTAL100.0%

The information in the Directors’ Overview and in this Manager’s Report (including all text, data and charts) has been prepared

as at late May 2025. The information has been prepared as a general summary of the matters covered only, and it is by necessity

brief. The information and opinions are based upon sources which are believed to be reliable, but Kingfish Limited and its officers

and directors make no representation as to its accuracy or completeness. The report is not intended to constitute professional

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

financial adviser should be taken before making an investment. To the extent that the report contains data relating to the historical

performance of Kingfish Limited or its portfolio companies, please note that fund performance can and will vary and that future

results may have no correlation with results historically achieved.

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STRENGTH OF
THE BUSINESS

What is the company’s

competitive advantage? Is it

sustainable? Is the company

a market leader? Does it have

a dominant position? A strong

business is one that can maintain

its profit margins by employing a

unique strategy.

TRACK

RECORD

How has the company performed

in the past? Has the company

performed under the same

management team? Has it grown

organically or by acquisition? How

did the company react during a

downturn? Fisher Funds prefers to

buy established companies that

have executed well in the past.

EARNINGS

HISTORY

How fast has the company

been able to grow its earnings in

the past? How consistent has

earnings growth been? Fisher

Funds prefer to buy companies

that exhibit secular growth

characteristics where they have

the proven ability to provide a high

or improving return on invested

capital.

THE STEEPP PROCESS

Fisher Funds employs an investment analysis model that it calls the STEEPP process to analyse

existing and potential portfolio companies. This analysis gives each company a score against a

number of criteria that Fisher Funds believes need to be present in a successful portfolio company.

All companies are then ranked according to their STEEPP score to broadly determine their portfolio

weighting (or indeed whether they make the grade to be a portfolio company in the first place).

The STEEPP criteria are as follows:

S

T

E

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2025

EARNINGS GROWTH
FORECAST

What is the company’s earnings

growth forecast over the next

three to five years? What is the

probability of achieving the

forecast? What does Fisher Funds

expect the company’s earnings

potential to be? Fisher Funds

notices that too many analysts

focus on short-term earnings. As

long-term growth investors, Fisher

Funds thinks about where the

company’s earnings could be in

three to five years.

PEOPLE/

MANAGEMENT

Who are the management team

and how long have they been in

their roles? Who are the directors,

what is their history with the

company, and what do they bring

to the board? What is the depth of

management in the organisation

and is there a succession plan for

the key executive roles? Do the

management team own shares

in the business and how are

they rewarded? Has the board

and management exhibited

good corporate behaviour in the

areas of environmental, social

and governance considerations?

For Fisher Funds, the quality of

the company management and

its corporate governance is of

paramount importance.

PRICE/

VALUATIO N

How much of the future earnings

growth is already reflected in

the share price? Where does the

current share price sit in relation

to Fisher Funds worst to best case

valuation range? A company will

generate a higher score where the

market price currently reflects little

of that company’s upside potential.

E

P

P

Applying this STEEPP analysis, Fisher Funds constructed a portfolio for

Kingfish which comprised 15 securities at the end of March 2025.

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Total share return sourced from Bloomberg and excludes imputation credits.
THE KINGFISH PORTFOLIO COMPANIES

The following is a brief introduction

to each of your portfolio companies,

with a description of why Fisher

Funds believes they deserve a

position in the Kingfish portfolio.

Total share return is for the year to

31 March 2025 and is based on

the closing price for each company

plus any dividends received

(excluding imputation credits).

For companies that are new to the

portfolio in the year, total share

return is from the first purchase date

to 31 March 2025.

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WHAT DOES IT DO?
Auckland International Airport

(AIA) owns and operates New

Zealand’s major gateway as well as

1500 hectares of land surrounding

the airport. AIA operates under

a ‘dual till’ regulatory regime,

meaning that the company’s

aeronautical operations are subject

to light-handed regulation, whereas

the other non-aeronautical

operations are unregulated. Most

of AIA’s revenue is derived from

non-aeronautical operations,

such as retail, parking, hotel

accommodation and property

rental.

WHY DO WE OWN IT?

AIA is well-positioned to benefit

from New Zealand’s positive long-

term tourism outlook. AIA has

a robust aeronautical business,

supported by a dominant share of

long-haul international traffic and

refreshed terminal infrastructure.

This is paired with a duty free and

retail business which has a very

attractive return on capital, and

a property landbank which will

support earnings growth for many

years to come.

WHAT DOES IT DO?

Contact Energy is a large electricity

generator, producing approximately

20-25% of New Zealand’s

electricity in an average year. The

vast majority of its electricity

is from hydro and geothermal

resources.

WHY DO WE OWN IT?

Contact Energy has a balanced

portfolio of quality renewable

generation assets across both

islands, and this is matched by

demand from a strong electricity

retailing business plus commercial

and industrial customers. Its

established business provides

solid cash flows which underpin

an attractive level of dividends.

Contact has an attractive pipeline

of generation projects from a

variety of renewable sources

including geothermal in the near

term, plus wind and solar longer

term.

-1

%

+11

%

Total Share ReturnTotal Share Return

-31

%

Total Share Return

WHAT DOES IT DO?

Delegat Group produces and

distributes super-premium wine

internationally under the Oyster

Bay and Barossa Valley Estate

brands. Oyster Bay is a leading

New Zealand wine brand in the UK,

Australia, Canada and the US.

WHY DO WE OWN IT?

Delegat has invested for continued

growth by expanding its winery

capacity and increasing vineyard

plantings to meet its goals for

growth in case sales towards

five million cases. A large part of

the growth is likely to be driven

by the US market, which remains

relatively immature in penetration

of the sauvignon blanc and pinot

gris varietals.

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KINGFISH PORTFOLIO STOCKS CONTINUED
WHAT DOES IT DO?

Fisher & Paykel Healthcare is a

leading designer, manufacturer

and distributor of innovative

medical devices for patients who

require acute respiratory and

obstructive sleep apnoea care.

Over 95% of its products are

sold outside New Zealand from

dedicated manufacturing facilities

in Auckland and Mexico.

WHY DO WE OWN IT?

We are attracted to the demand

for Fisher & Paykel Healthcare’s

innovative care products as the

worldwide population ages and the

incidence of chronic respiratory

illness and other health issues

rises. Through its own research

and development, Fisher & Paykel

Healthcare has continued to

develop products that significantly

expand its potential patient base,

while maintaining high returns on

invested capital.

+32

%

Total Share Return

WHAT DOES IT DO?

Freightways operates a range

of nationwide express delivery

operations in New Zealand with

brands including NZ Couriers, Post

Haste and Big Chill, as well as Allied

Express in Australia. The company

has also developed ancillary

businesses on both sides of the

Tasman encompassing document

storage, data services, secure

destruction and waste renewal.

WHY DO WE OWN IT?

Freightways is one of two dominant

players in the New Zealand

courier market and its information

management business has a trans-

Tasman footprint. The company

has a track record of stable

organic growth and value-accretive

acquisitions that leverage off its

existing infrastructure.

+23

%

Total Share Return

+15

%

Total Share Return

WHAT DOES IT DO?

EBOS is Australasia’s largest

diversified pharmaceutical and

medical care products group,

focusing primarily on wholesale

logistics and distribution of

pharmaceuticals, medical devices

and other products. The company

typically has a leading market

position in each market segment

it operates in. EBOS also operates

in the animal care sector as a

veterinary wholesaler, distributor

and retailer of animal healthcare

products, pet accessories and

premium foods across Australasia.

WHY DO WE OWN IT?

EBOS’ scale and market position

mean that it is a low-cost operator,

which it complements with a

leading service proposition which

has allowed it to take market

share over time. The sector

has a tailwind from the ageing

population demographic and

the increasing prevalence of

chronic diseases. It has a strong

track record of supplementing

the growth in its core operations

with moves into higher growth

adjacencies and successful

acquisitions.

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WHAT DOES IT DO?
Infratil invests in 'ideas that

matter', with a portfolio of

infrastructure investments

focused on key long-term

structural thematics such as

digital connectivity and the

transition to renewable energy.

It is externally managed by an

experienced management team in

Morrison, which has deep global

expertise in global infrastructure

markets.

WHY DO WE OWN IT?

Infratil has a high-quality portfolio

of growth infrastructure assets

coupled with a strong record of

delivering returns to shareholders.

This has been delivered via smart

capital allocation to 'core' and

'growth' opportunities, balanced by

realising asset value at opportune

times.

-3

%

Total Share Return

WHAT DOES IT DO?

Mainfreight is a global supply chain

logistics company. Its services

primarily span domestic transport,

managed warehousing, and

international air and sea freight.

Its operations span New Zealand,

Australia, the Americas, Europe

and Asia.

WHY DO WE OWN IT?

Mainfreight is a well-run company

with a special culture that has

delivered strong performance

over time. It has strong positions

in New Zealand and Australia and

continues to open new trade lanes

as it spreads its logistics footprint

ever wider. Growth should come

organically as it takes market share

and works further towards its 100-

year vision of becoming a leading

global logistics provider.

-9

%

Total Share Return

WHAT DOES IT DO?

Mercury is one of the five

key New Zealand electricity

generator-retailers (‘gentailers’).

Mercury’s core economic 'moat'

is its irreplaceable low-cost

hydro assets, with nine power

plants on the Waikato River.

Mercury also has a significant

proportion of wind generation

versus other gentailers and a

modest amount of geothermal,

which nicely balance its

generation portfolio.

WHY DO WE OWN IT?

Mercury’s hydro system on the

Waikato River (including some

storage) provides a differentiated

generation profile to other

gentailers and realises higher

pricing due to its proximity to

higher-priced and growing upper

North Island power demand.

It also has a strong wind farm

development pipeline and the

possibility to expand geothermal

generation, which leaves it well

placed for profitable growth.

-5

%

Total Share Return

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KINGFISH PORTFOLIO STOCKS CONTINUED
+26

%

Total Share Return

-2

%

Total Share Return

+1

%

Total Share Return

WHAT DOES IT DO?

Port of Tauranga is the natural

gateway to and from international

markets for many of New

Zealand’s major businesses. It is

close to many important exporters

in the forestry, dairy, meat and fruit

industries. Its investment in port

facilities in Timaru and an inland

port near Christchurch opens up

the South Island for exports to be

hubbed out of Tauranga.

WHY DO WE OWN IT?

Port of Tauranga is New Zealand's

premier port, dominating

exports and a strong presence

in imports. The company has a

long track record as the most

efficient container port in New

Zealand, while its bulk business

is supported by proximity to key

cargo such as Central North

Island forests. Future growth

will be supported by capacity

extension and increasing share

of out of region cargo (via

transshipment and a new inland

port at Ruakura in the Waikato).

WHAT DOES IT DO?

Summerset is an integrated

retirement village builder, owner

and operator. The company has

retirement villages spread around

New Zealand and is a leading

developer of retirement villages

in New Zealand with a significant

land bank. Summerset has entered

Australia and is in the process of

building out a portfolio of villages

from its land bank there too.

WHY DO WE OWN IT?

Summerset successfully operates a

continuum of care model with aged

care integrated into its villages.

It has developed a strong and

consistent track record of growth

in its build rate and earnings, with

a geographically diverse approach

and focus on broadacre sites

that promote the timely recycling

of capital into new villages.

Summerset is well placed to meet

the growing needs of ageing

populations in both New Zealand

and Australia, where it has an

emerging pipeline.

WHAT DOES IT DO?

Meridian Energy is New

Zealand’s largest electricity

generator, producing

approximately 30% of the

country’s electricity in an

average year, sourced 100%

from renewable hydro and

wind resources. The company

also has a retail business in

New Zealand, operating under

the Meridian and Powershop

brands.

WHY DO WE OWN IT?

Meridian is a well-run company,

with a portfolio of long-dated,

quality hydro and wind generation

assets which give it the

advantage of being amongst the

lowest cost marginal electricity

producers.

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+30
%

Total Share Return

+89

%

-2

%

Total Share ReturnTotal Share Return

WHAT DOES IT DO?

Vista Group is an innovative

software company primarily

providing operating solutions

to cinema exhibitors. It has

the leading worldwide market

share with clients in around

100 countries. Its integrated

software systems allow cinema

exhibitors to run wide-ranging

functions such as ticketing, food

and beverage sales, staff and

film scheduling, loyalty schemes,

digital signage as well as external

customer interfaces like websites,

mobile apps and call centres.

Vista Group also has a range

of smaller group businesses

that leverage its depth of data

and cinema industry intellectual

property.

WHY DO WE OWN IT?

We are attracted to Vista’s

core business which provides

sophisticated specialist software

to cinema operators of all sizes

and software and data products

to movie studios. We believe that

this business still has many years

of growth ahead of it as it benefits

from migrating customers to

its next generation cloud-based

offering.

WHAT DOES IT DO?

Vulcan Steel is the leading steel

and aluminium distributor and

value-add processing player in

New Zealand and Australia. Its

business model involves providing

industry-leading customer

service, for which it commands a

premium.

WHY DO WE OWN IT?

Vulcan has grown to command

the leading position in the New

Zealand steel and aluminium

distribution markets. In Australia,

there is ample runway to take

market share in the fragmented

Australian market from a very low

base using its proven strategy. It

is an impressive business in an

unexciting industry.

WHAT DOES IT DO?

The a2 Milk Company sells ‘a2’-

branded fresh milk and infant milk

formula internationally. As the name

suggests, its products contain only

A2 beta-casein protein, on the basis

that it is more comfortably digested

than normal milk (which contains

a mix of both A1 and A2 proteins).

In recent years, the company has

grown sales and market share

rapidly in Australia and China and

is currently also focused on its

growing business in the US.

WHY DO WE OWN IT?

The a2 Milk Company has growing

share of the lucrative Chinese infant

formula market. We expect its

market share to continue growing

across a range of market segments.

In addition, there is potential for

further upside from new products

and geographies.

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Andy Coupe LLB, CFInstD
Chair of the Board

Chair of Remuneration and Nominations Committee

Independent Director

Andy Coupe is a professional company director with

a wide range of governance experience. Prior to that,

he held senior roles in investment banking, with a

particular focus on equity capital markets. Andy is Chair

of Barramundi and Marlin Global, and is also a director

of Briscoe Group. Andy was formerly Chair of Television

New Zealand, Farmright, Solid Energy New Zealand

and the New Zealand Takeovers Panel. Andy’s principal

place of residence is Hamilton.

Andy was first appointed to the Kingfish board on 1

March 2013.

Fiona Oliver LLB, BA, CFInstD

Independent Director

Fiona Oliver is an experienced director, with governance

roles across a range of business sectors, including

infrastructure (renewable energy, natural gas), technology,

retirement villages, professional and financial services

and sport. She is a director of Barramundi and Marlin

Global. Fiona is also a director of Gentrack Group Limited,

Clarus Group, Freightways Limited, Summerset Holdings

Limited, Wynyard Group Limited (in liquidation) and a

board member of the Guardians of the New Zealand

Superannuation Fund. Fiona’s Executive roles included

Chief Operating Officer of Westpac NZ’s investment arm,

BT Funds Management and General Manager of AMP

NZ’s Wealth Management division. In Sydney and London,

Fiona managed the Risk and Operations function for

AMP’s private capital division. Prior to this, Fiona was a

senior corporate and commercial solicitor in New Zealand

and overseas, specialising in mergers and acquisitions.

Fiona is a Chartered Fellow of the Institute of Directors

and a member of Global Women. Fiona was awarded

the Beacon Award by the New Zealand Shareholders

Association. Fiona’s principal place of residence is

Auckland.

Fiona was first appointed to the Kingfish board on 1 June

2022.

Carol Campbell BCom, FCA, CFInstD

Chair of Audit and Risk Committee

Independent Director

Carol Campbell is an experienced company director

who has a sound understanding of efficient board

governance and extensive financial experience.

Carol is a director and Chair of the Audit and Risk

Committees of Barramundi and Marlin Global, and

Chair of the Audit and Risk Committee of Kingfish.

Carol also holds a number of directorships across a

broad spectrum of companies, including T&G Global,

Chubb Insurance New Zealand and NZME, where she

is also the Chair of the Audit and Risk Committees.

Carol was previously a Director of New Zealand Post,

being also Chair of the Audit and Risk Committee for

eight years and Chair for three years. Carol is a fellow

of both Chartered Accountants Australia and New

Zealand and the Institute of Directors and is a member

of the Disciplinary Tribunal of New Zealand Institute of

Chartered Accountants.

Carol had her own chartered accountancy practice for

11 years after a successful career as a partner at EY

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

Auckland.

Carol was first appointed to the Kingfish board on 5

June 2012.

David McClatchy BCom

Chair of Investment Committee

Independent Director

David McClatchy is an experienced company director

who has had extensive investment management

experience across New Zealand and international

markets over the last 35 years. David is a director

of Barramundi, Marlin Global, and on the Board of

Guardians of NZ Superannuation. Before returning to

New Zealand in 2019, David was Group Chief Investment

Officer for Insurance Australia Group and Director and

Head of IAG Asset Management. Prior to this, David had

a 16-year career with ING as Chief Executive and Chair

of ING Investment Management in Australia and Chief

Investment Officer and Director of ING New Zealand.

David’s principal place of residence is Tauranga.

David was first appointed to the Kingfish board on

1 July 2021.

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

BOARD OF DIRECTORS

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ANNUAL REPORT

2025

FOR THE YEAR ENDED 31 MARCH 2025 AND CURRENT AS AT THE DATE OF THIS ANNUAL REPORT
CORPORATE GOVERNANCE

STATEMENT

Kingfish’s board recognises the importance of good

corporate governance and is committed to ensuring that

the Company meets best practice governance principles

to the extent that they are appropriate for the nature of

Kingfish’s operations as an investment entity limited in

its activities to holding shares in other listed companies.

Strong corporate governance practices encourage

the creation of value for Kingfish shareholders, while

ensuring the highest standards of ethical conduct

and providing accountability and control systems

commensurate with the risks involved.

The board is responsible for establishing and

implementing the Company’s corporate governance

framework and is committed to fulfilling this role in

accordance with best practice, having appropriate regard

to applicable laws, the NZX Corporate Governance Code

(“NZX Code”) and the Financial Markets Authority's

Corporate Governance in New Zealand - Principles and

Guidelines. The board oversees the management of

Kingfish, with the day-to-day portfolio and administrative

management responsibilities of Kingfish being delegated

to Fisher Funds Management Limited (“Fisher Funds” or

“the Manager”).

The Company's corporate governance policies and

procedures and board and committee charters are

regularly reviewed by the board against the corporate

governance standards recommended by NZX Limited

(“NZX”) and to reflect any changes required by NZX

listing rules, applicable laws, guidance from other

relevant regulators and developments in corporate

governance practices.

REPORTING AGAINST THE NZX CODE

This Corporate Governance Statement reports against

the amended NZX Code which came into effect on 1

April 2025

1

. It is current as at the date of this Annual

Report and has been approved by the board.

Over the financial year ended 31 March 2025,

Kingfish was in compliance with the NZX Code,

with the exception of recommendations 4.3, 5.2 and

5.3. The Company is not in compliance with those

recommendations due to the specific nature of the

Company's business model, as outlined above. In

particular:

» in relation to recommendation 4.3, Kingfish does not

have a formal environmental, social and governance

(ESG) framework. However, the Manager has a

formal ESG framework which governs its stock

selection, which the board is fully supportive of and

committed to;

» In relation to recommendation 5.2, Kingfish does

not have a remuneration policy for executives as

Kingfish delegates its management personnel

requirements to Fisher Funds pursuant to an

Administration Services Agreement and does not

have its own employees or executives; and

»in relation to recommendation 5.3, there is no

Chief Executive Officer remuneration disclosure

as Kingfish delegates its management personnel

requirements to Fisher Funds pursuant to an

Administration Services Agreement and does not

have its own Chief Executive Officer.

These matters are explained below in the commentary

regarding the relevant NZX Code principles. The

alternative governance practices adopted by Kingfish in

respect of those matters (also described below) have the

approval of the board.

WHERE TO FIND CORPORATE GOVERNANCE

MATERIALS ON KINGFISH’S WEBSITE

Kingfish's constitution and each of the Company's

charters, codes and policies referred to in this section

are available on the Kingfish website (kingfish.co.nz)

under the “About Kingfish” and “Policies” sections.

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.

CODE OF ETHICS & STANDARDS OF

PROFESSIONAL CONDUCT

Kingfish’s Code of Ethics & Standards of Professional

Conduct details the ethical and professional behavioural

standards required of the directors of the Company and

those employees of the Manager who work on Kingfish

matters.

The Code of Ethics & Standards of Professional Conduct

covers a wide range of areas including: standards of

ethical behaviour, conflicts of interest, proper use of

Company information and assets, compliance with laws

and policies, reporting concerns and receiving gifts.

Any person who becomes aware of a breach or

suspected breach of the Code of Ethics & Standards of

Professional Conduct is required to report it immediately

in accordance with the procedure set out in the Code of

Ethics & Standards of Professional Conduct.

1

Since Kingfish’s last annual report, the NZX Code was amended with effect from 1 January 2025 and 1 April 2025. Issuers (such

as Kingfish) with a 31 March balance date will be required to report on the 1 April 2025 amendments in their annual report for

the financial year ended 31 March 2026. However, Kingfish has complied with those amendments in this Corporate Governance

Statement.

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ANNUAL REPORT

2025

Compliance with the Code of Ethics & Standards of
Professional Conduct is monitored through education

and notification by individuals who become aware of any

breach.

Training on the requirements of the Code of Ethics &

Standards of Professional Conduct is included as part of

the induction process for new directors and relevant new

employees of the Manager.

The Code of Ethics & Standards of Professional Conduct

is available on Kingfish's website for directors of the

Company and employees of the Manager to access at

any time.

SECURITIES TRADING POLICY

Kingfish’s Securities Trading Policy details the restrictions

on persons nominated by Kingfish (including its directors

and employees of the Manager who work on Kingfish

matters) (“Nominated Persons”) relating to their trading in

Kingfish shares and other securities.

Nominated Persons, with the permission of the board

of Kingfish, may trade in Kingfish shares only during the

trading window commencing immediately after Kingfish’s

weekly disclosure of its net asset value on NZX’s market

announcement platform and ending at the close of

trading two days following the net asset value disclosure.

Nominated Persons may not trade in Kingfish shares

when they have price sensitive information that is not

publicly available.

The Securities Trading Policy is available on Kingfish's

website.

Principle 2 – Board composition and performance

To ensure an effective board, there should be

a balance of independence, skills, knowledge,

experience and perspectives.

BOARD CHARTER

Kingfish’s board operates under a written charter which

defines the respective functions and responsibilities

of the board, focusing on the values, principles and

practices that provide the Company's corporate

governance framework.

The board has overall responsibility for all decision

making within Kingfish. The board is responsible for

the direction and control of Kingfish and is accountable

to shareholders and others for Kingfish’s performance

and its compliance with applicable laws and standards.

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

administrative management responsibilities relating

to Kingfish to the Manager. The responsibilities of

the Manager are clear as they are described in the

Management Agreement and Administration Services

Agreement with Kingfish.

The board uses committees to address certain matters

that require detailed consideration. The board retains

ultimate responsibility for the function of its committees

and determines their responsibilities. The board is

CORPORATE GOVERNANCE STATEMENT CONTINUED

assisted in meeting its responsibilities by receiving

regular reports and plans from the Manager and through

its annual work programme.

Directors have access to key employees of the Manager

who are connected to the activities of Kingfish and can

request any information they consider necessary for

informed decision making.

Individual directors may (with the prior approval of the

Chair) engage and consult with independent external

professional advisors from time to time, with any costs

being met by the Company.

The Kingfish Board Charter is available on Kingfish's

website.

NOMINATION AND APPOINTMENT OF

DIRECTORS

In accordance with Kingfish’s constitution and NZX

Listing Rules, a director must not hold office without

re-election past the third annual shareholders’ meeting

following his or her appointment or three years

(whichever is the longer). A director appointed by the

board must not hold office (without re-election) past the

next annual shareholders’ meeting following his or her

appointment.

Procedures for the nomination, appointment and removal

of directors are contained in Kingfish’s constitution and

the Board Charter. The Remuneration and Nominations

Committee of the board is responsible for identifying and

nominating candidates to fill director vacancies for board

approval. The board uses a skills matrix to help ensure

the correct mix of skills is achieved when considering

appropriate appointments for the board.

WRITTEN AGREEMENT

Kingfish provides a letter of appointment to each

newly appointed director setting out the terms of their

appointment which they are required to sign. The letter

includes information regarding the board’s responsibilities,

expectations of directors and independence, expected time

commitments, indemnity and insurance arrangements,

obligations to declare relevant conflicting interests, and

confidentiality. New directors are required to formally

consent to act as a director.

DIRECTOR INFORMATION

The current board comprises four directors with

diverse backgrounds, skills, knowledge, experience and

perspectives. Information about each Kingfish director,

including a profile of their experience, length of service,

the board’s assessment of their independence, and

attendance at board meetings and committee meetings

held during the financial year ended 31 March 2025 is

available on pages 26 and 31 of this Annual Report and

also on Kingfish's website.

Information in respect of each director's ownership

interests in Kingfish shares is available on page 60 of this

Annual Report.

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ANNUAL REPORT

2025

INDEPENDENCE
The board takes into account guidance provided under

the NZX Listing Rules including the factors specified

in the NZX Code in determining the independence

of directors. Director independence is considered

by the board annually having regard to all relevant

factors, including the directors’ interests, position and

relationships, without regard to the Company’s conflict

management arrangements. Directors have undertaken

to inform the board as soon as practicable if they think

their status as an independent director has or may have

changed.

As at 31 March 2025, the board considered that each of

Andy Coupe (Chair), Carol Campbell, David McClatchy

and Fiona Oliver are independent directors and therefore

the board had determined that all of the current

directors are independent directors.

DIVERSITY AND INCLUSION

Kingfish has a formal Diversity and Inclusion Policy

applicable to the Company's directors. The board

recognises that having a diverse and inclusive board

will enhance effectiveness in key areas and that

membership of the board is best served by having a mix

of individuals with appropriate expertise and a breadth

of experience, who are each encouraged to regularly

contribute their views. These objectives are recognised

in the Diversity and Inclusion Policy.

All appointments to the board are based on merit and

include consideration of the board’s diversity. The

measurable diversity objective adopted by the board is

to embed gender diversity as an active consideration

in all succession planning for board positions. The

board assesses annually both the objective set out in

the Diversity and Inclusion Policy and the Company's

progress in achieving that objective.

The board’s gender composition as at the two most

recent annual balance dates was as follows:

NumberProportion

31 March 2025FemaleMaleFemaleMale

Directors2250%50%

NumberProportion

31 March 2024FemaleMaleFemaleMale

Directors2250%50%

The Remuneration and Nominations Committee’s

annual assessment of the board’s diversity and

progress on achieving the diversity objectives of the

board concluded that the board had met the diversity

objectives set out in the Diversity and Inclusion Policy.

The Diversity and Inclusion Policy is available on

Kingfish's website.

BOARD SKILLS MATRIX

The board skills matrix sets out the key skills, expertise

and qualities that the board believes are necessary now

and into the future, taking into account the nature of

Kingfish’s operations. The skills matrix shown below

demonstrates the current alignment between the

board’s desired and actual range of skills and expertise.

Andy

Coupe

Carol

Campbell

David

McClatchy

Fiona

Oliver

QualificationsLLB;

CFInstD

BCom;

FCA;

CFInstD

BComLLB;

BA;

CFInstD

Capability

Investment

management

◊◊O◊

Listed

company

governance

OO◊O

Capital

markets/

capital

structure

O◊OO

Audit and

accounting

◊O◊O

Risk

management

experience

OOOO

Environment

and corporate

social

responsibity

◊OO◊

Investor

and other

stakeholder

relations

O◊◊◊

Geographical

location

HamiltonAucklandTaurangaAuckland

Te n u r e

(years)

12 .013.04.03.0

GenderMFMF

O = High capability

= Medium capability

The board has limited High Capability to a maximum of

four for each director.

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ANNUAL REPORT

2025

Set out below is a description of the capabilities
adopted by the board in its skills matrix.

Investment

management

Experience in the investment

management industry in governance,

leadership, or equity portfolio

management roles in other than

Kingfish Limited, Barramundi Limited

or Marlin Global Limited.

Listed

company

governance

Listed company governance

experience other than in Kingfish

Limited, Barramundi Limited or Marlin

Global Limited.

Capital

markets/capital

structures

Experience in capital markets

and strong knowledge of capital

management instruments.

Audit and

accounting

Audit or accounting experience in a

professional advisory firm or Audit

and Risk committee experience other

than in Kingfish Limited, Barramundi

Limited or Marlin Global Limited.

Risk

management

Experience in identification and

mitigation of financial and non-

financial risk.

Environmental

and corporate

social

responsibility

Experience in assessing or overseeing

environmental, social, and governance

initiatives, and specifically knowledge

of the implications for and application

of climate related disclosures

obligations on listed companies.

Investor

and other

stakeholder

relations

Experience in formal and informal

communications with shareholders

and other stakeholders.

DIRECTOR TRAINING

All directors are responsible for ensuring they remain

current in understanding how best to perform their duties

as directors. To ensure ongoing education, directors

are regularly informed of developments that affect the

Company’s industry and business environment.

ASSESSMENT OF BOARD AND DIRECTOR

PERFORMANCE

The Remuneration and Nominations Committee

conducts a formal review of director, committee

and board performance annually, except that every

three years the review is carried out by an external

party. Appropriate strategies for improvement are

recommended to the board as and when required. The

Chair of the board also has discussions with directors

on individual performance as considered appropriate.

INDEPENDENT CHAIR AND SEPARATION OF THE

CHAIR AND CHIEF EXECUTIVE OFFICER

The current Chair of the board is an independent

director. Kingfish does not have a Chief Executive Officer

as it delegates its management personnel requirements

to the Manager pursuant to an Administration Services

Agreement. The Chair of the board is not a director,

officer or employee of the Manager.

INDEPENDENT DIRECTORS

The board has determined that all four current

directors are independent. In reaching that

determination the board considered the particular

matters in table 2.4 of the NZX Code noted below.

»None of the directors are or have previously

been employed in an executive role by either the

Company or the Manager.

»None of the directors have derived any revenue

(other than director fees) from either the Company

or the Manager.

» None of the directors provide, or have previously

provided professional services to or been in a

business or contractual relationship (other than as a

director) with the Company or the Manager.

» None of the directors are, or have previously been

employed by the external auditor to the Company or

the Manager.

»None of the directors hold a material shareholding

or warrant holding in the Company or the Manager

(or are or have been senior managers of or persons

associated with, a substantial shareholder or

warrant holders of the Company).

» None of the directors have close family ties or

personal relationships with anyone in the categories

listed above.

The factors specified in table 2.4 of the NZX Code also

include whether a director has held their position for

a period of 12 years or more. As two of the directors

of the Company have been directors for more than 12

years

2

, the Board has carefully considered the effect

of the tenure of those directors when considering their

independence.

David McClatchy and Fiona Oliver have been directors

of Kingfish for four and three years respectively.

Andy Coupe has been a Kingfish director for just

over 12 years, having joined the Kingfish board on

1 March 2013, but notwithstanding that, in view of

the other factors referred to above, the board has

determined that Andy is an independent director. The

board’s view is that Andy’s length of service brings

important knowledge and skills to the board and he is

independent from the Manager. He has also during his

time as a director demonstrated a strong commitment

to bringing an independent judgment to bear on

issues before the board, acting in the best interests

of the Company, and representing the interests of

shareholders generally.

Carol Campbell has been a Kingfish director for just

over 13 years, having joined the Kingfish board on

5 June 2012, but notwithstanding that, in view of

the other factors referred to above, the board has

determined that Carol is an independent director. The

CORPORATE GOVERNANCE STATEMENT CONTINUED

2

A period of 12 years is referred to here as it is the length of service referred to in the NZX Code which may cause a board to

determine that a director is not independent.

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ANNUAL REPORT

2025

board’s view is that Carol’s length of service brings
important knowledge and skills to the board and she is

independent from the Manager. She has also during her

time as a director demonstrated a strong commitment

to bringing an independent judgment to bear on

issues before the board, acting in the best interests

of the Company, and representing the interests of

shareholders generally.

Principle 3 – Board committees

The board should use committees where this will

enhance its effectiveness in key areas, while still

retaining board responsibility.

The board has three standing committees: the Audit and

Risk Committee, the Remuneration and Nominations

Committee and the Investment Committee.

Each committee operates under a charter approved by

the board. The charter of each committee is reviewed

annually.

DIRECTOR, BOARD AND COMMITTEE MEETING

ATTENDANCE

A total of eight board meetings, two Audit and

Risk Committee meetings, one Remuneration and

Nominations Committee meeting, and two Investment

Committee meetings were held in the financial year

ended 31 March 2025. Director attendance at board

meetings and committee meetings is shown below.

DirectorBoard

Audit and

Risk

Committee

Remuneration

and

Nominations

Committee

Investment

Committee

Carol

Campbell

8/82/21/12/2

Andy

Coupe

8/82/21/12/2

David

McClatchy

8/82/21/12/2

Fiona

Oliver

8/82/21/12/2

AUDIT AND RISK COMMITTEE

The Audit and Risk Committee Charter sets out the

objectives of the Audit and Risk Committee, which

are to provide assistance to the board in fulfilling its

responsibilities in relation to the Company’s financial

reporting, internal controls structure, risk management

systems and the external audit function. The Audit and

Risk Committee Charter is available on Kingfish's website.

The Audit and Risk Committee focuses on audit and risk

management and specifically addresses responsibilities

relative to financial reporting and regulatory compliance.

The Audit and Risk Committee is accountable for ensuring

the performance and independence of the Company's

external auditor, including that the external auditor or lead

audit partner is changed at least every five years.

The Audit and Risk Committee also reviews the

appropriateness of any non-audit services and

recommends to the board which services, other

than the statutory audit, may be provided by

PricewaterhouseCoopers as external auditor.

The external auditor has a clear line of direct

communication at any time with either the Chair of the

Audit and Risk Committee or the Chair of the board, both

of whom are independent directors. During the financial

year ended 31 March 2025, the Audit and Risk Committee

held private sessions with the external auditor.

The Audit and Risk Committee currently comprises all of

the directors, each of whom are non-executive and are

also considered to be independent. The board considers

that one member of the committee has an adequate

accounting and finance background based on the NZX’s

Governance Guidance Note. The committee is chaired by

Carol Campbell.

The Audit and Risk Committee may invite the Corporate

Manager and/or other employees of the Manager and

such other persons, including the external auditor, to

attend meetings as it considers necessary to provide

appropriate information and explanations.

REMUNERATION AND NOMINATIONS

COMMITTEE

The Remuneration and Nominations Committee

Charter sets out the objectives of the Remuneration

and Nominations Committee, which are to set and

review the level of directors’ remuneration, ensure a

formal, rigorous, and transparent procedure for the

appointment of new directors to the board, and evaluate

the balance of skills, knowledge, and experience on the

board. The Remuneration and Nominations Committee

also assesses the performance of individual directors,

the board, and board committees.

The Remuneration and Nominations Committee

currently comprises all of the directors, each of whom

are considered to be independent. Andy Coupe is Chair

of the Remuneration and Nominations Committee.

The board does not consider it necessary to have a

separate nomination committee given that all directors

are members of the Remuneration and Nominations

Committee. It is considered more efficient to combine

the functions of remuneration and nomination

committees into a single committee of the Company.

The Remuneration and Nominations Committee may

invite the Corporate Manager and/or other employees

of the Manager and such other persons, including the

external auditor, to attend meetings as it considers

necessary to provide appropriate information and

explanations.

The Remuneration and Nominations Committee Charter

is available on Kingfish's website.

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ANNUAL REPORT

2025

INVESTMENT COMMITTEE
The Investment Committee Charter sets out the

objectives of the Investment Committee, which are

to oversee the investment management of Kingfish

to ensure the portfolio is managed in accordance

with the investment mandate and with the long-term

performance objectives of Kingfish. The Investment

Committee Charter is available on Kingfish's website.

The Investment Committee currently comprises

all of the directors, each of whom are considered

to be independent. David McClatchy is Chair of the

Investment Committee.

CONTROL TRANSACTION RESPONSE PROTOCOL

The board has adopted a formal Control Transaction

Response Protocol (previously the Takeover Response

Protocol) as an internal framework that sets out the

process to be followed if there is a control transaction,

such as a takeover or scheme of arrangement for

Kingfish.

Principle 4 – Reporting and disclosure

The board should demand integrity in financial and

non-financial reporting, and in the timeliness and

balance of corporate disclosures.

CONTINUOUS DISCLOSURE

Kingfish is committed to promoting investor

confidence by providing complete and equal access

to information in accordance with the NZX Listing

Rules. Kingfish has a Continuous Disclosure Policy

designed to ensure this occurs and a copy of the

policy is available on Kingfish's website. The Corporate

Manager is responsible for overseeing and co-

ordinating required disclosures to the market.

CHARTERS AND POLICIES

Kingfish’s key corporate governance documents,

including its Code of Ethics & Standards of

Professional Conduct, board and committee charters,

and other policies, are available on Kingfish's website

under the “About Kingfish” and “Policies” sections.

FINANCIAL REPORTING

Kingfish believes its financial reporting is balanced,

clear, and objective. Kingfish is committed to

ensuring integrity and timeliness in its financial and

non-financial reporting and ensuring the market and

shareholders are provided with an objective view on

the performance of the Company.

The Audit and Risk Committee oversees the quality

and integrity of external financial reporting, including

the accuracy, completeness, and timeliness of financial

statements. The Audit and Risk Committee reviews

half-yearly and annual financial statements and

makes recommendations to the board concerning

accounting policies, areas of judgement, compliance

with accounting standards, stock exchange, and legal

requirements, and the results of the external audit.

ESG FRAMEWORK

The NZX Code recommends that an issuer provide

non-financial disclosure at least annually, including

considering environmental, social sustainability, and

governance factors and practices. As at 31 March 2025,

Kingfish did not have a formal environmental, social,

and governance (ESG) framework. Kingfish considers

that, given the nature of its activities (as an investment

company solely investing in shares of other listed

companies), it is not appropriate to maintain an ESG

framework independent to that of the Manager. Kingfish

will continue to assess the relevance of adopting an ESG

framework. However, the Manager has a formal ESG

framework which governs its stock research, selection,

and reporting, which the Kingfish board is fully supportive

of and committed to. Details of the Manager’s ESG

framework can be found on the Manager’s website at

fisherfunds.co.nz/responsible-investing.

CLIMATE RELATED DISCLOSURES

As a climate reporting entity, Kingfish is required,

to produce an annual climate statement within four

months after its balance date that identifies and

reports on matters concerning the impact of climate

change on the Company’s businesses and disclose

greenhouse gas emissions.

The New Zealand External Reporting Board (XRB)

has developed the Aotearoa New Zealand Climate

Standards, which set out the disclosure requirements

applicable to CREs for each of the four thematic areas

(Governance, Strategy, Risk Management, and Metrics

and Targets). Kingfish is committed to reporting on

a basis consistent with the standards to the extent

applicable to its business.

The Kingfish board has determined the appropriate

climate risk reporting for Kingfish, in accordance

with the Climate Standards and Kingfish will issue its

second annual climate statement by 31 July 2025. A

copy will be available on the Kingfish website.

Principle 5 – Remuneration

The remuneration of directors and executives should

be transparent, fair, and reasonable.

DIRECTORS’ REMUNERATION

The Company's Director Remuneration Policy sets

out the structure of the remuneration for directors,

the review process, and reporting requirements. The

Director Remuneration Policy is available on Kingfish's

website.

Directors’ fees are determined by the board on

the recommendation of the Remuneration and

Nominations Committee within the aggregate amount

approved by shareholders. The current directors’ fee

pool limit of $185,500 (plus GST if any) was approved

by shareholder resolution passed at the 2023 Annual

Shareholders’ Meeting. The director remuneration

information below reflects the increase in fees

approved by shareholders in 2023.

CORPORATE GOVERNANCE STATEMENT CONTINUED

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ANNUAL REPORT

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Each year, the Remuneration and Nominations
Committee reviews the level of directors’ fees. The

Remuneration and Nominations Committee considers

the skills, performance, experience, and level of

responsibility of directors when undertaking the review

and is authorised to obtain independent advice on

market conditions.

The table below sets out the remuneration received by

each director from Kingfish for the financial year ended

31 March 2025. No director received fees or payment

for any other services to the Company. No retirement

payments were made or agreed to be made to any

current or former director during the financial year

ended 31 March 2025.

Directors’ remuneration* for the 12 months ended

31 March 2025

Andy Coupe (Chair)$58,500

(1)

Carol Campbell$44,000

(2)

David McClatchy$44,000

(3)

Fiona Oliver$39,000

(4)

*excludes GST

(1)

$11,700 of this amount was applied to the purchase of 9,410

shares under the Kingfish Share Purchase Plan. (Andy Coupe

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

Kingfish Share Purchase Plan but has elected to continue in

the plan and has elected to apply 20% of his director fees to

the purchase of Kingfish shares.)

(2)

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

received as Chair of the Audit and Risk Committee. $4,400

of this amount was applied to the purchase of 3,510 shares

under the Kingfish Share Purchase Plan. (Carol Campbell

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

Kingfish Share Purchase Plan but has elected to continue in

the plan.)

(3)

Included in this total amount is $5,000 that David McClatchy

received as Chair of the Investment Committee. $4,400 of

this amount was applied to the purchase of 3,556 shares

under the Kingfish Share Purchase Plan.

(4)

$3,900 of this amount was applied to the purchase of 3,103

shares under the Kingfish Share Purchase Plan.

Details of remuneration paid to directors are also

disclosed in note 3 and note 10 to the audited financial

statements for the financial year ended 31 March 2025.

The directors’ fees disclosed in the audited financial

statements include a portion of non-recoverable GST

expensed by Kingfish.

DIRECTORS’ SHAREHOLDING - SHARE PURCHASE

PLAN

The Kingfish Share Purchase Plan was introduced by

the board in 2012 and requires each director to allocate

10% of their annual director’s fees to the purchase (on

market) of Kingfish shares. Once an individual director’s

shareholding reaches 50,000 shares, the director can

elect whether or not to continue in the plan. The intention

of the Share Purchase Plan is to further align the interests

of directors with those of Kingfish shareholders.

EXECUTIVE REMUNERATION

Kingfish delegates its management personnel

requirements to Fisher Funds pursuant to an

Administration Services Agreement. For this reason,

Kingfish does not have a Chief Executive Officer and it

does not have a remuneration policy for executives. In

addition, the board does not consider it appropriate to

make disclosures about remuneration of the Manager’s

personnel or include those personnel in the application

of the Company's remuneration policies. Kingfish does

not set the remuneration policies applicable to the

Manager's personnel. The fees paid to Fisher Funds for

administration services are set by the Administration

Services Agreement and described in note 3 and note 10

to Kingfish’s audited financial statements for the financial

year ended 31 March 2025.

Principle 6 – Risk management

Directors should have a sound understanding of

the material risks faced by the issuer and how to

manage them. The board should regularly verify that

the issuer has appropriate processes that identify

and manage potential and material risks.

RISK MANAGEMENT FRAMEWORK

The board has overall responsibility for Kingfish’s system

of risk management and internal control. Kingfish has

in place policies and procedures to identify areas of

significant business risk and implements procedures to

manage those risks effectively.

Key risk management tools used by Kingfish include the

Audit and Risk Committee function, outsourcing of certain

functions to service providers, internal controls, financial

and compliance reporting procedures and processes,

and business continuity planning. Kingfish also maintains

insurance policies that it considers adequate to meet its

insurable risks.

The board is actively involved in tracking the

development of existing risks and the emergence of

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

Committee and board receive regular reports on the

operation of risk management policies and procedures

from the Manager. As part of the robust risk assessment

process, significant risks are discussed at each board

meeting, and/or as required.

In addition to Kingfish’s policies and procedures in

place to manage business risks, the Manager has its

own comprehensive risk management policy. The

board is informed of any changes to the Manager's risk

management policies.

Kingfish provides shareholders and warrant holders with

regular communications covering the performance of

the Company and of the underlying stocks invested in by

the Company. These types of communications include

monthly updates, quarterly newsletters, and annual

reports. Numerous NZX announcements are also made,

including weekly and month-end NAV per share updates,

as well as interim and annual financial statements.

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ANNUAL REPORT

2025

HEALTH AND SAFETY
The Manager operates under a Health and Safety Policy.

Under this policy, Fisher Funds assumes responsibility

for the health and safety of its employees.

Principle 7 – Auditors

The board should ensure the quality and

independence of the external audit process.

Kingfish’s Audit and Risk Committee makes

recommendations to the board on the appointment of the

external auditor. The Audit and Risk Committee monitors

the independence and effectiveness of the external

auditor and approves and reviews any non-audit services

performed by the external auditor. An External Auditor

Independence Policy, which documents the framework

of Kingfish’s relationship with its external auditor, was

adopted by the board in 2018. This policy includes

procedures:

a. to sustain communication with Kingfish’s external

auditor;

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

carry out its statutory audit role is not impaired, or

could reasonably be perceived to be impaired;

c. to address what, if any, services (whether by type

or level) other than its statutory audit roles may be

provided by the external auditor to Kingfish; and

d. to provide for the monitoring and approval by the

Audit and Risk Committee of any service provided

by the external auditor to Kingfish other than in its

statutory audit role.

The Audit and Risk Committee meets with the external

auditor, without representatives of the Manager present,

to approve its terms of engagement, audit partner

rotation

3

(at least every five years), and the audit fee, as

well as to review and provide feedback in respect of the

annual audit plan.

Kingfish’s current external auditor,

PricewaterhouseCoopers (“PwC”), was appointed by

shareholders at the 2008 annual meeting in accordance

with the provisions of the Companies Act 1993. PwC

is eligible to be automatically reappointed as auditor

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

the Annual Shareholders' Meeting, except in the limited

circumstances set out in the Act.

The Audit and Risk Committee has assessed PwC to be

independent and has received written confirmation of

this fact from PwC.

PwC, as external auditor of Kingfish’s 31 March 2025

audited annual financial statements, will attend this

year’s Annual Shareholders' Meeting and will be

available to answer questions about the conduct of

the audit, preparation and content of the auditor’s

report, accounting policies adopted by Kingfish, and its

independence in relation to the conduct of the audit.

Kingfish does not have an internal audit function;

however the Company regularly reviews all areas

of risk management and focuses on all operating

and compliance risk obligations as described above

in relation to Principle 6. Kingfish delegates day-

to-day portfolio and administrative management

responsibilities relating to Kingfish to the Manager, and

the Corporate Manager is responsible for managing

operational and compliance risks across Kingfish’s

business and reporting on those matters to the board.

Principle 8 – Shareholder rights and relations

The board should respect the rights of shareholders

and foster constructive relationships with

shareholders that encourage them to engage with

the issuer.

INFORMATION FOR SHAREHOLDERS

The board recognises the importance of providing

shareholders with comprehensive, timely, and equal

access to information about its activities. The board

aims to ensure that shareholders have available to

them all information necessary to assess Kingfish’s

performance.

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

to shareholders and investors about the Company.

Kingfish’s ‘Investor Centre’ part of its website contains

a range of information, including periodic and

continuous disclosures to NZX, annual reports, and

content related to the Annual Shareholders’ Meeting.

The website also contains information about Kingfish’s

directors, copies of key corporate governance

documents, and general company information.

The board recognises that other stakeholders may

have an interest in Kingfish’s activities. While there

are no specific stakeholder interests that are currently

identifiable, Kingfish will continue to review policies in

consideration of future interests.

COMMUNICATING WITH SHAREHOLDERS

Kingfish communicates regularly with its shareholders

through its monthly and quarterly updates. The

Company receives questions from shareholders from

time to time and has processes in place to ensure

shareholder communications are responded to within

a reasonable timeframe. The Company’s website

sets out Kingfish’s appropriate contact details for

communications from shareholders. Kingfish also

provides options for shareholders to receive and send

communications by post or electronically.

SHAREHOLDER VOTING RIGHTS

When required by the Companies Act 1993, Kingfish’s

Constitution or the NZX Listing Rules, Kingfish will

refer decisions to shareholders for approval. Kingfish’s

policy is to conduct voting at its shareholder meetings

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

CORPORATE GOVERNANCE STATEMENT CONTINUED

3

The current PwC audit partner was appointed in 2024 and rotation will therefore occur no later than the end of 2029.

34

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ANNUAL REPORT

2025

NOTICE OF ANNUAL SHAREHOLDERS' MEETING
The 2025 Kingfish Notice of Annual Shareholders'

Meeting will be sent to shareholders at least 20

working days prior to the meeting and will be published

on Kingfish's website.

This year’s Annual Shareholders' Meeting will be held

at 10.30am on 8 August 2025, at the Ellerslie Event

Centre in Auckland, and online. Full participation

of shareholders is encouraged at the Annual

Shareholders' Meeting and shareholders are also

encouraged to submit questions in writing prior to the

meeting if they are unable to attend either form of the

meeting.

MANAGEMENT AGREEMENT RENEWAL

The Management Agreement between Kingfish and

Fisher Funds is subject to renewal every five years. The

Management Agreement is next subject to renewal in

March 2029.

NZX WAIVERS

There was one new waiver granted by NZX and relied

upon by the Company in the financial year ended

31 March 2025.

On 23 July 2024, NZX granted Kingfish a waiver

relating to the definitions of Primary Authorised

Representative and Secondary Authorised

Representative under the NZX Listing Rules, to the

extent that they require Authorised Representatives

to fall within limb (a) of the definition of an Employee

under the NZX Listing Rules or be a director (as defined

in the NZX Listing Rules) of the issuer. The waiver was

necessary because the Authorised Representatives of

Kingfish did not qualify as an employee or as a director.

They are employees of the Manager. NZX exercised its

discretion to not publish this decision in accordance

with NZX Listing Rule 9.7.2(b).

CAPITAL RAISINGS

Kingfish Warrant Issue (KFLWI)

On 1 May 2025, eligible Kingfish shareholders were

issued (for free) one warrant for every four shares held

based on a record date of 30 April 2025.

Each warrant gives shareholders the right, but not the

obligation, to subscribe for one additional ordinary

share in Kingfish on the exercise date, subject to

payment of the exercise price. The exercise date is 1

May 2026.

The exercise price is $1.35 less any dividends declared,

with a record date during the period commencing on

the date of allotment of the warrants (1 May 2024) and

up to the announcement of the final exercise price. The

final exercise price will be calculated and advised to

warrant holders at least six weeks before the exercise

date.

The warrants commenced trading on the NZX Main

Board on 2 May 2025 under the code KFLWI.

Further information in relation to the Kingfish warrant

issue can be found in the Warrant Terms Offer

Document dated 14 March 2025, which is available

on Kingfish’s website under the “Investor Centre” and

“Warrant Terms” sections.

Kingfish Warrant Issue (KFLWH)

On 26 July 2024, Kingfish warrant holders had the

option to convert their KFLWH warrants into ordinary

Kingfish shares at an exercise price of $1.26 per

warrant.

On the exercise date 1,067,092 warrants out of a

possible 83,105,144 warrants (1.28%) were converted

into Kingfish ordinary shares.

The new shares were allotted to warrant holders on

31 July 2024.

The remaining 82,038,052 warrants which were not

exercised lapsed, and all rights in regard to them

expired.

The additional funds raised from the exercise of

warrants were invested in Kingfish’s then current

investment portfolio of stocks.

35

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ANNUAL REPORT

2025

FOR THE YEAR ENDED 31 MARCH 2025
We present the financial statements for Kingfish Limited for the year ended 31 March 2025.

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

Company as at 31 March 2025 and its financial performance and cash flows for the year ended on that date.

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

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

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

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

detect fraud and other irregularities.

The Kingfish board authorised these financial statements for issue on 19 May 2025.


Andy Coupe Carol Campbell


David McClatchy Fiona Oliver

DIRECTORS’ STATEMENT

OF RESPONSIBILITY

36

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ANNUAL REPORT

2025

FINANCIAL
STATEMENTS CONTENTS

38Statement of Comprehensive Income

39Statement of Changes in Equity

40Statement of Financial Position

41Statement of Cash Flows

42Notes to the Financial Statements

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ANNUAL REPORT

2025

Notes
2025

$000

2024

$000

Interest income 540 689

Dividend income 9, 874 9,373

Net change in fair value of investments 2 3 7, 8 19 16,70 4

Total income 48,233 26,766

Operating expenses3 7, 4 0 1 6,837

Net profit before tax 40,832 19,929

Total tax expense4 22 24

Net profit after tax attributable to shareholders 4 0,810 19,9 05

Total comprehensive income after tax attributable to shareholders 4 0,810 19,9 05

Basic earnings per share6 11.9 0 c 5.96c

Diluted earnings per share6 11.9 0 c 5.96c

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

FOR THE YEAR ENDED 31 March 2025

STATEMENT OF COMPREHENSIVE INCOME

KINGFISH LIMITED

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ANNUAL REPORT

2025

The accompanying notes form an integral part of these financial statements.
FOR THE YEAR ENDED 31 March 2025

STATEMENT OF CHANGES IN EQUITY

KINGFISH LIMITED

Attributable to shareholders of

the Company

Notes



Share

Capital

$000

Retained

Earnings

$000

Total

Equity

$000

Balance at 31 March 2023 405,928 55,656 4 61,5 8 4

Comprehensive income

Net profit after tax - 19,9 05 19,9 05

Total comprehensive income for the year ended 31 March 2024 - 19,9 05 19,9 05

Transactions with shareholders

Dividends paid5 (d) - (3 6 ,147 ) (3 6 ,147 )

Share buybacks5 (b) (833) - (833)

Shares issued from treasury stock under dividend

reinvestment plan5 (e) 672 - 672

New shares issued under dividend reinvestment plan5 (e) 12 , 4 5 3 - 12 , 4 5 3

Warrant issue costs5 (c) (13) - (13)

Total transactions with shareholders for

the year ended 31 March 2024 12,279 (3 6 ,147 ) (23,868)

Balance at 31 March 2024 418,207 39,414 4 5 7, 6 2 1

Comprehensive income

Net profit after tax - 4 0,810 4 0,810

Total comprehensive income for the year ended 31 March 2025 - 4 0,810 4 0,810

Transactions with shareholders

Dividends paid5 (d) - (3 7,9 7 5 ) (3 7,9 7 5 )

Share buybacks5 (b) (6,005) - (6,005)

Shares issued from treasury stock under dividend

reinvestment plan

5 (e) 6,089 - 6,089

New shares issued under dividend reinvestment plan5 (e) 8,034 - 8,034

Shares issued for warrants exercised (net of exercise costs)5 (c) 1,324 - 1,324

Total transactions with shareholders for the year ended 31 March 2025 9,442 (3 7,9 7 5 ) (28,533)

Balance at 31 March 2025 4 2 7, 6 4 9 42,249 469,898

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ANNUAL REPORT

2025

Notes
2025

$000

2024

$000

SHAREHOLDERS' EQUITY 469,898 4 5 7, 6 21

Represented by:

ASSETS

Current Assets

Cash and cash equivalents 9 15 , 3 3 9 4,887

Receivables 7 1,093 673

Investments at fair value through profit or loss 2 4 5 4 ,16 3 453,301

Total Current Assets 470,595 458,861

TOTAL ASSETS 470,595 458,861

LIABILITIES

Current Liabilities

Trade and other payables 8 697 1,24 0

Total Current Liabilities 697 1,24 0

TOTAL LIABILITIES 697 1,24 0

NET ASSETS 469,898 4 5 7, 6 2 1

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


R A Coupe / Chair C A Campbell / Chair of the Audit and Risk Committee

19 May 2025 19 May 2025

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

AS AT 31 March 2025

STATEMENT OF FINANCIAL POSITION

KINGFISH LIMITED

40

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ANNUAL REPORT

2025

FOR THE YEAR ENDED 31 March 2025
Notes

2025

$000

2024

$000

Operating Activities

Sale of investments 97,217 73,680

Interest received 542 687

Dividends received 5,648 5,926

Purchase of investments (5 7, 0 3 1) (53,415)

Operating expenses ( 7, 3 6 9) (4,495)

Taxes paid (22) (24)

Net cash inflows from operating activities9 38,985 22,359

Financing Activities

Share buybacks (6,005) (833)

Proceeds from warrants exercised (net of exercise costs) 1,324 -

Warrant issue costs - (13)

Dividends paid (net of dividends reinvested) (23,852) (23,022)

Net cash (outflows) from financing activities (28,533) (23,868)

Net increase/(decrease) in cash and cash equivalents held 10,452 (1,509)

Cash and cash equivalents at beginning of the year 4,887 6,396

Cash and cash equivalents at end of the year9 15 , 3 3 9 4,887

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

STATEMENT OF CASH FLOWS

KINGFISH LIMITED

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ANNUAL REPORT

2025

FOR THE YEAR ENDED 31 MARCH 2025
NOTES TO THE FINANCIAL STATEMENTS

KINGFISH LIMITED

NOTE 1 BASIS OF ACCOUNTING

Reporting Entity

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

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

Conduct Act 2013.

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

Basis of Preparation

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

the Financial Markets Conduct Act 2013, the NZX Main Board listing rules and Generally Accepted

Accounting Practice in New Zealand (NZ GAAP). They comply with New Zealand equivalents to

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

International Financial Reporting Standards Accounting Standards (IFRS Accounting Standards).

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

fair value through profit or loss.

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

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

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

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

disclosed in the relevant notes.

On 10 September 2024 the Company registered for GST, effective from 1 September 2024. From

this date, revenue, expenses and liabilities are recognised net of GST except to the extent that GST is

not recoverable from the Inland Revenue. In these circumstances, GST is recognised as part of the

expense or the cost of the asset. Prior to 1 September 2024, operating expenses include GST where it

is charged by other parties as it could not be reclaimed.

Material Accounting Policies

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

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

statements and are designated by a symbol.

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

otherwise stated.

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

material impact on these financial statements. Except for NZ IFRS 18, Presentation and Disclosure

in Financial Statements, which is effective for annual periods beginning on or after 1 January 2027

and where an assessment has not been completed yet, the same applies for any new standards,

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

Financial Reporting by Segments

The Company operates in the New Zealand investment industry.

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

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

strategic, investment or resource allocation decisions.

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

Critical Judgements, Estimates and Assumptions

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

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

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

Authorisation of Financial Statements

The Kingfish Board of Directors authorised these financial statements for issue on 19 May 2025.

No party may change these financial statements after their issue.

j

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ANNUAL REPORT

2025

NOTE 2 INVESTMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
j

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

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

investments at fair value through profit or loss.

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

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

Comprehensive Income.

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

assets.

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

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

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

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

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

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

at balance date, except where the last sale price (which may have been prior to balance date) falls

outside the bid-ask spread at close of business on balance date for a particular investment, in

which case the bid price will be used to value the investment. All investments were valued at last

sale price (31 March 2024: All investments were valued at last sale price).

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

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

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

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

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

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

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

j

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

transfers between levels of the fair value hierarchy during the year (2024: none). There were no

financial instruments classified as Level 2 or 3 at 31 March 2025 (2024: none).

Investments at fair value through profit or loss

2025

$000

2024

$000

New Zealand investments 4 5 4 ,16 3 453,301

Total investments at fair value through profit or loss 4 5 4 ,16 3 453,301

Net change in fair value of investments

New Zealand investments 3 7, 8 19 16,70 4

Net change in fair value of investments through profit or loss 3 7, 8 19 16,70 4

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ANNUAL REPORT

2025

NOTE 3 OPERATING EXPENSES
2025

$000

2024

$000

Management fees (note 10(a)(i)) 6,080 5,663

Administration services (note 10(a)(i)) 15 6 159

Directors' fees (note 10(b)) 203 196

Custody, accounting and brokerage 442 340

Investor relations and communications 203 187

NZX fees 76 70

Professional fees 70 32

Fees paid to the auditor:

Statutory audit and review of financial statements 60 61

Other operating expenses 111 129

Total operating expenses 7, 4 01 6,837


NOTE 4 TAXATION

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

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

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

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

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

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

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

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

j

A deferred tax asset of $15,281,646, resulting largely from tax losses of $54,417,379, at 31 March

2025 (2024: tax asset of $14,412,614, tax losses of $51,008,304) has not been recognised, as

the tax structure of the Company is unlikely to lead to the utilisation of a deferred tax asset. This

unrecognised deferred tax asset is reviewed annually.

FOR THE YEAR ENDED 31 MARCH 2025

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

KINGFISH LIMITED

44

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ANNUAL REPORT

2025

NOTE 4 TAXATION CONTINUED
Taxation expense is determined as follows:

2025

$000

2024

$000

Net income before tax 40,832 19,929

Non-taxable realised gain on investments (19,427 ) (17,659)

Non-taxable unrealised (gain)/loss on investments (18,3 4 0) 1,057

Imputation credits 2,517 2,769

Non-deductible expenditure 367 267

Ta xa b l e i n c o m e 5,949 6,363

Tax at 28% 1,666 1,782

Imputation credits (2,517) (2,769)

Deferred tax not recognised 873 1, 011

Total tax expense 22 24

Taxation expense comprises:

Current tax 22 -

22 -

Current tax balance

Opening balance - -

Current tax expense (22) -

Tax paid 22 -

Current tax receivable - -

Imputation credits

The imputation credits available for subsequent reporting periods total $720,445 (2024: $567,884).

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

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

receivable at 31 March 2025.

NOTE 5 SHAREHOLDERS' EQUITY

a. Share Capital

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

shares and warrants are shown in equity as a deduction.

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

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

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

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

incremental transaction costs, is recognised within share capital.

Kingfish has 348,300,808 fully paid ordinary shares on issue (31 March 2024: 340,543,107). All

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

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

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ANNUAL REPORT

2025

NOTE 5 SHAREHOLDERS' EQUITY CONTINUED
b. Buybacks

Kingfish maintains an ongoing share buyback programme. For the year ended 31 March 2025,

Kingfish acquired 4,774,166 shares valued at $6,004,687 (31 March 2024: 660,441 shares valued

at $833,124) under the programme which allows up to 5% of the ordinary shares on issue (as at

the date 12 months prior to the acquisition) to be acquired. Shares acquired under the buyback

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

dividend reinvestment plan. There were no shares held as treasury stock at balance date (31 March

2024: 121,109).

c. Warrants

On 26 July 2024, 1,067,092 new Kingfish warrants valued at $1,344,536 less exercise costs of

$20,186 (net $1,324,350) were exercised at $1.26 per warrant, and the remaining 82,038,052

warrants lapsed.

On 6 July 2023, 83,105,144 new Kingfish warrants were allotted and quoted on the NZX Main Board

from 7 July 2023. One new warrant was issued to all eligible shareholders for every four shares held

on record date (5 July 2023). The exercise date for these warrants was 26 July 2024.

Warrants issue costs of $13,413 were incurred in August 2023 relating to the July 2023 warrant

issue.

d. Dividends

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

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

Kingfish has a distribution policy where 2% of average net asset value is distributed each quarter.

Dividends paid during the year comprised:

2025

$000

Cents per

share

2024

$000

Cents per

share

27 Jun 2024 9,007 2.65 23 Jun 2023 9,301 2.82

27 Sep 2024 9,101 2.66 22 Sep 2023 9, 274 2.79

20 Dec 2024 9,783 2.85 15 Dec 2023 8,849 2.64

28 Mar 2025 10,08 4 2.92 28 Mar 2024 8,723 2.58

3 7,9 7 5 11.0 8 3 6 ,147 10.83


e. Dividend Reinvestment Plan

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

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

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

ended 31 March 2025, 11,464,775 ordinary shares totalling $14,123,182 (31 March 2024: 10,990,473

ordinary shares totalling $13,124,763) were issued in relation to the plan for the quarterly dividends

paid which comprised:

(i) 6,569,500 ordinary shares totalling $8,034,390 issued under the dividend reinvestment plan (31

March 2024: 10,451,141 ordinary shares totalling $12,453,022); and

(ii) 4,895,275 ordinary shares totalling $6,088,792 of shares were utilised from treasury stock under

the dividend reinvestment plan (31 March 2024: 539,332 ordinary shares totalling $671,741).

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

by Kingfish before the next record date.

FOR THE YEAR ENDED 31 MARCH 2025

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

KINGFISH LIMITED

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

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

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

denominator. Potential ordinary shares include outstanding warrants.

Basic earnings per share20252024

Net profit after tax attributable to shareholders ($'000) 4 0,810 19,9 05

Weighted average number of ordinary shares on issue net of treasury

stock ('000) 342,938 3 3 4 ,16 4

Basic earnings per share 11.9 0 c 5.96c

Diluted earnings per share

Net profit after tax attributable to shareholders ($'000) 4 0,810 19,9 05

Weighted average number of ordinary shares on issue net of treasury

stock ('000) 342,938 3 3 4 ,16 4

Diluted effect of warrants ($'000) - -

342,938 3 3 4 ,16 4

Diluted earnings per share 11.9 0 c 5.96c

NOTE 7 RECEIVABLES

Receivables are classified as financial assets at amortised cost and are initially recognised at

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

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

j

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

2025

$000

2024

$000

Dividends receivable 999 615

Interest receivable - 2

GST receivable 4 -

Unsettled investment sales 34 -

Prepayments 56 56

Total receivables 1,093 673

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NOTE 8 TRADE AND OTHER PAYABLES
Trade and other payables are classified as other financial liabilities and are initially recognised at

fair value, and subsequently measured at amortised cost.

j

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

2025

$000

2024

$000

Related party payable (note 10(a)(i)) 520 492

Unsettled investment purchases - 580

Other payables and accruals 17 7 168

Total trade and other payables 697 1,24 0

NOTE 9 CASH AND CASH FLOW RECONCILIATION

Cash and Cash Equivalents

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

on deposit at banks.

2025

$000

2024

$000

Cash - New Zealand dollars 15 , 3 3 9 4,887

Cash and cash equivalents 15 , 3 3 9 4,887

Reconciliation of Net Profit after Tax to Net Cash Flows

from Operating Activities

Net profit after tax 4 0,810 19,9 05

Items not involving cash flows

Unrealised (gains)/losses on revaluation of investments (18,3 4 0) 1,057

(18,3 4 0) 1,057

Impact of changes in working capital items

(Decrease)/increase in trade and other payables (543) 597

(Increase)/decrease in receivables (420) 1,979

(963) 2,576

Items relating to investments

Amounts paid for purchases of investments (6 0, 874) (56,518)

Amounts received from sales of investments net of realised gains 7 7, 7 3 8 55 ,919

Movement in unsettled purchases of investments 580 (580)

Movement in unsettled sales of investments 34 -

17, 4 7 8 (1,179)

Net cash inflows from operating activities 38,985 22,359

FOR THE YEAR ENDED 31 MARCH 2025

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

KINGFISH LIMITED

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

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

a. Fisher Funds Management Limited

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

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

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

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

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

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

to the change in the NZ 90 Day Bank Bill Index) the management fee percentage is reduced by 0.1%,

subject to a minimum 0.75% per annum management fee.

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

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

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

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

settled fully in cash.

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

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

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

end of the period.

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

paid within 60 days of the balance date.

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

Comprehensive Income when incurred.

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

monthly in arrears.

(i) Fees earned and payable:

2025

$000

2024

$000

Fees earned by the Manager for the year ended 31 March

Management fees 6,080 5,663

Administration services 15 6 159

Operating expenses 6,236 5,822

For the year ended 31 March 2025, the Manager did not achieve a return in excess of the performance

fee hurdle return (31 March 2024: No excess returns were generated). Accordingly, the Company has

not expensed a performance fee for the year ended 31 March 2025 (31 March 2024: Nil).

Fees payable to the Manager at 31 March

Management fees 507 479

Administration services 13 13

Related party payables 520 492

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NOTE 10 RELATED PARTY INFORMATION CONTINUED
(ii) Investment transactions with related parties

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

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

are conducted after the market has closed at last sale price. Purchases for the year ended 31

March 2025 totalled $976,992 (31 March 2024: Nil) and sales totalled $102,417 (31 March 2024:

$3,664,809).

b. Directors

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

have any employees.

During the financial year the Directors earned fees for their services of $203,011 inclusive of

unclaimable GST (31 March 2024: $196,317 inclusive of GST). The Directors' fee pool was $185,500

(exclusive of GST, if any) for the year ended 31 March 2025 (31 March 2024: $176,167 (exclusive of

GST, if any)). There were no Director fees payable at the end of the financial year (31 March 2024:

Nil).

The Directors held shares in the Company at 31 March 2025 which total 0.05% of total shares on

issue (31 March 2024: 0.04%). The Directors did not hold warrants in the Company as at 31 March

2025 as there were no warrants on issue (31 March 2024: 0.04% of total warrants on issue).

Dividends of $19,612 (31 March 2024: $15,441) were also received by Directors or their associates as

a result of their shareholding during the financial year.

NOTE 11 FINANCIAL RISK MANAGEMENT

The Company is subject to a number of financial risks which arise as a result of its investment

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

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

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

equivalents, receivables and trade and other payables.

Market Risk

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

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

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

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

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

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

Management Agreement.

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

Kingfish considers that the market prices of the investments factor in climate change impacts and,

as such, no adjustment has been made to balances or transactions in these financial statements as

a result of climate change.

Price Risk

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

Company is exposed to the risk of fluctuations in the underlying value of its listed portfolio

companies. The following companies individually comprise more than 10% of Kingfish’s total assets

at 31 March 2025, and therefore fluctuations in the value of these portfolio companies will have a

greater impact on the overall investments balance.

FOR THE YEAR ENDED 31 MARCH 2025

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

KINGFISH LIMITED

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2025 2024
Fisher and Paykel Healthcare Corporation Limited18%16%

Infratil Limited14%18%

Mainfreight Limited10%14%

Interest Rate Risk

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

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

hedge against the risk of movements in interest rates.

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

were no borrowings at 31 March 2025 (31 March 2024: Nil).

Currency Risk

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

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

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

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

underlying portfolio company.

Sensitivity Analysis

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

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

exposure at 31 March as follows:

2025

$000

2024

$000

Price risk

1

Investments at fair value

through profit or loss

(listed) Carrying value 4 5 4 ,16 3 453,301

Impact of a 20% change in market prices: +/- 90,833 90,660

Interest rate risk

2

Cash and cash

equivalents Carrying value 15 , 3 3 9 4,887

Impact of a 1% change in interest rates: +/- 15 3 49

An increase/(decrease) in market prices and interest rates would increase/(decrease) profit after tax

and shareholders' equity.

1

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

movements.

2

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

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

percentage change in interest rate.

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NOTE 11 FINANCIAL RISK MANAGEMENT CONTINUED
Credit Risk

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

financial loss to the Company. In the normal course of its business, the Company is exposed to

credit risk from transactions with its counterparties.

Listed securities are held by an independent custodian, Apex Investment Administration (NZ)

Limited. All transactions in listed securities are paid for on delivery according to standard settlement

instructions and are normally settled within three business days. Dividends receivables are due from

listed New Zealand companies and are normally settled within a month after the Ex-Dividend date.

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

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

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

with counterparties with a credit rating of S&P AA- or equivalent. Receivables are normally settled

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

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

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

such impairment would be wholly insignificant to the Company.

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

the Statement of Financial Position.

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

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

counterparties, therefore no collateral or security is required.

Liquidity Risk

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

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

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

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

trade and other payables have contractual maturities of 3 months or less.

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

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

There were no such debt facilities at 31 March 2025 (31 March 2024: Nil).

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

investment requirements.

Capital Risk Management

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

retained earnings) and borrowings (if any).

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

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

shares and secure borrowings in the short term.

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

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

average net asset value each quarter in dividends.

FOR THE YEAR ENDED 31 MARCH 2025

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

KINGFISH LIMITED

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NOTE 12 NET ASSET VALUE
The net asset value of Kingfish as at 31 March 2025 was $1.35 per share (31 March 2024:

$1.34) calculated as the net assets of $469,898,340 divided by the number of shares on issue of

348,300,808 (31 March 2024: net assets of $457,621,124 and shares on issue of 340,543,107).

NOTE 13 COMMITMENTS AND CONTINGENT LIABILITIES

There were no unrecognised contractual commitments or contingent liabilities as at 31 March 2025

(31 March 2024: Nil).

NOTE 14 SUBSEQUENT EVENTS

On 1 May 2025, the Company issued 86,961,524 new warrants. The warrants were allotted to Eligible

Kingfish Shareholders in accordance with the 14 March 2025 Warrant Terms Offer Document. The

new warrants are listed on the NZX Main Board under the ticker code KFLWI, and commenced

trading from 2 May 2025. The warrants have an initial Exercise Price of $1.35 and a 1 May 2026

Exercise Date.

On 19 May 2025, the Board declared a dividend of 2.75 cents per share. The record date for this

dividend is 5 June 2025 with a payment date of 27 June 2025.

For recent share price, net asset value and performance, please visit kingfish.co.nz/investor-centre/

portfolio-performance (note, this information is unaudited).

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

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Indepen den t auditor ’s r epor t

To the shareholders of Kingfish Limited


Our opinion

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

fairly, in all material respects, the financial position of the Company as at 31 March 2025, its financial

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

to Internatio

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

Standards Accounting Standards (IFRS Accounting Standards).

What we have audited

The Company's financial statements comprise:

• the statement of financial position as at 31 March 2025;

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

• the statement of changes in equity for the year then e

nded;

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

• the notes to the financial statements, comprising material accounting policy information and other

explanatory information.

Basis for opinion

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

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under thos

e standards are

further described in the Auditor’s responsibilities for the audit of the financial statements section of our

report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

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

International Code of Ethics for Assurance Prac

titioners (including International Independence

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

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

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

Code), and we have fulfilled our other ethical responsibilities i

n accordance with these requirements.

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

Key audit matters

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

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

one key audit matter: Valuation and existenc

e of investments at fair value through profit or loss. This

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

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

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

Valuation and existence of investments

at fair value through profit or loss


Investments at fair value through profit or

loss (the investments) are valued at

$454

million and represent 97% of total assets

at 31 March 2025.

We assessed the processes employed by the

Manager, for recording and valuing investments

including the relevant controls operated by the third

party service organisation, Apex Investment

Administration (NZ) Limited (the Administrator). Our

assessment of the processes included obtaining

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

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



Indepen den t auditor ’s r epor t

To the shareholders of Kingfish Limited


Our opinion

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

fairly, in all material respects, the financial position of the Company as at 31 March 2025, its financial

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

to Internation

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

Standards Accounting Standards (IFRS Accounting Standards).

What we have audited

The Company's financial statements comprise:

• the statement of financial position as at 31 March 2025;

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

• the statement of changes in equity for the year then en

ded;

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

• the notes to the financial statements, comprising material accounting policy information and other

explanatory information.

Basis for opinion

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

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those

standards are

further described in the Auditor’s responsibilities for the audit of the financial statements section of our

report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

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

International Code of Ethics for Assurance Pract

itioners (including International Independence

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

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

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

Code), and we have fulfilled our other ethical responsibilities in

accordance with these requirements.

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

Key audit matters

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

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

one key audit matter: Valuation and existence

of investments at fair value through profit or loss. This

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

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

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

Valuation and existence of investments

at fair value through profit or loss


Investments at fair value through profit or

loss (the investments) are valued at

$454

million and represent 97% of total assets

at 31 March 2025.

We assessed the processes employed by the

Manager, for recording and valuing investments

including the relevant controls operated by the third

party service organisation, Apex Investment

Administration (NZ) Limited (the Administrator). Our

assessment of the processes included obtaining

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

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


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Description of the key audit matter How our audit addressed the key audit matter
Further investment disclosures are

included in note 2 of the financial

statements.

This was an area of focus for our audit as

investments represent the majority of the

net assets of the Company.

Valuation

Investments are in actively traded

companies listed on the NZX Main Board

and the fair value of these investments are

based on quoted market prices at 31

March 2025 and are categorised as level 1

in the fair value hierarchy.

Existence

Holdings of investments are held by Apex

Investment Administration (NZ) Limited

(the Custodian) on behalf of the Company.

internal control reports over investment accounting

provided by the Administrator.

We evaluated the evidence provided by the internal

controls reports over the design and operating

effectiveness of the relevant controls operated by the

Administrator for the period 1 April 2024 to 31 March

2025.

We agreed the price for all investments held at 31

March 2025 to independent third-party pricing

sources.

We obtained confirmation from the Custodian of all

investment holdings held by the Company as at 31

March 2025.

Our audit approach

Overview

Materiality Overall materiality: $2.349 million, which represents approximately 0.5% of

net assets.

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

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

capital and income returns.

Key audit matter

As reported above, we have one key audit matter, being valuation

and existence of investments at fair value through profit or loss.

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

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

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

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

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

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

misstatement due to fraud.

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

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

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

Materiality

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

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

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

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

the basis of the financial statements.

PwC 16

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ANNUAL REPORT

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Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall materiality for the financial statements as a whole as set out above. These,

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

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

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

Other information

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

information included in the Annual Report and the Company’s climate statement prepared in

accordance with Section 461Z of the Financial Markets Conduct Act 2013 (the Climate Statement), but

does not include the financial statements and our auditor’s report thereon. The Annual Report and the

Climate Statement are expected to be made available to us after the date of this auditor’s report.

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

any form of audit opinion or assurance conclusion thereon.

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

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

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

misstated.

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

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

professional judgement to determine the appropriate action to take.

Responsibilities of the Directors for the financial statements

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

the financial statements in accordance with NZ IFRS and IFRS Accounting Standards, and for such

internal control as the Directors determine is necessary to enable the preparation of financial

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

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

ability to continue as a going concern, disclosing, as applicable, matters related to going concern, and

using the going concern basis of accounting unless the Directors either intend to liquidate the

Company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole,

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

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

an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a material misstatement

when it exists. Misstatements can arise from fraud or error and are considered material if, individually

or in the aggregate, they could reasonably be expected to influence the economic decisions of users

taken on the basis of these financial statements.

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

External Reporting Board’s website at:

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

This description forms part of our auditor’s report.

PwC

17

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

undertaken so that we might state those matters which we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our

audit work, for this report, or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Samuel

Shuttleworth.

For and on behalf of

PricewaterhouseCoopers Auckland

19 May 2025

PwC

18

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SHAREHOLDER INFORMATION
SPREAD OF SHAREHOLDERS AS AT 16 MAY 2025

Holding Range# of Shareholders# of Shares% of Total

1 to 99943816 8,7910.05

1,000 to 4,9999932,689,3670.77

5,000 to 9,9999066,421,3731.8 4

10,000 to 49,9992,45658,303,78716.74

50,000 to 99,99970949,178 ,13 414 .12

100,000 to 499,99965812 7, 4 5 6 , 5 4 836.59

500,000 +81104,082,80829.89

TOTAL6,241348,300,808100%

20 LARGEST SHAREHOLDERS AS 16 MAY 2025

Holder Name# of Shares% of Total

NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH

ACCOUNT>8,770,2522.52

CUSTODIAL SERVICES LIMITED <A/C 4>5 ,719,0 0 31.6 4

STEPHEN JAMES THORNTON & BERNARDINA ALEIDA MARIA

SCHOLTEN & MACALISTER MAZENGARB TRUST COMPANY LIMITED

<THE THORNTON-SCHOLTEN FAMILY A/C>5,548,0131.59

ASB NOMINEES LIMITED <ACCOUNT 340941 - ML>4,859,6971.4 0

ASB NOMINEES LIMITED <179669 A/C>4,432,8991.27

LEVERAGED EQUITIES FINANCE LIMITED3, 319,5 080.95

DAVID HUGH BROWN3,026,0000.87

FNZ CUSTODIANS LIMITED2,992,0540.86

FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>2,724,7720.78

ENE TRUSTEES LIMITED2,500,0000.72

SEATON STUART JAMES BENNY2 , 2 0 7, 3 6 00.63

CUSTODIAL SERVICES LIMITED <A/C 6>2,055,9380.59

PAUL HUGHES & TAJRENA ALEXI & CR TRUSTEES LIMITED <PHTA

INVESTMENT A/C>1,800,0000.52

MURRAY JOHN LOMBARD ALDRIDGE & LESLEY ANN ALDRIDGE1,706,8 420.49

COLIN DAVID CRAIG BENNETT1,688,1990.48

ASB NOMINEES LIMITED <146873 A/C>1, 6 8 7,12 90.48

NEIL BARRY ROBERTS1,592,0000.46

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

C A L BENNETT FAMILY A/C>1,4 4 0,24 30.41

STEPHEN THOMAS WRIGHT & JANICE ALISON WRIGHT1,349,2270.39

CHARLES WATSON HARREX1,323,4090.38

TOTAL6 0,742 , 5 4 517. 4 4

58

kingfish limited /

ANNUAL REPORT

2025

WARRANT HOLDER INFORMATION
SPREAD OF WARRANT HOLDERS AS AT 16 MAY 2025

Holding Range# of Warrant

Holders

# of Warrants% of Total

1 to 9991,232505,8970.58

1,000 to 4,9992 ,10 25,426,1086.24

5,000 to 9,9991,0297,204,4458.28

10,000 to 49,9991, 31727,319,55231.42

50,000 to 99,99919613,161,27015 .13

100,000 to 499,9999616, 3 42,4 5 418.79

500,000 +1717, 0 0 1, 7 9 819.5 6

TOTAL5,98986,961,524100%

20 LARGEST WARRANT HOLDERS AS AT 16 MAY 2025

Holder Name# of Warrants% of Total

NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH

ACCOUNT>2,864,1583.29

SIDESO TRADING COMPANY LIMITED1,451,4141.67

STEPHEN JAMES THORNTON & BERNARDINA ALEIDA MARIA

SCHOLTEN & MACALISTER MAZENGARB TRUST COMPANY LIMITED

<THE THORNTON-SCHOLTEN FAMILY A/C>1,387,0041.59

CUSTODIAL SERVICES LIMITED <A/C 4>1,288,4 471.4 8

ASB NOMINEES LIMITED <A/C 802302 ML>1, 252 , 8741.4 4

ASB NOMINEES LIMITED <ACCOUNT 340941 - ML>1,214,9251.4 0

ASB NOMINEES LIMITED <179669 A/C>976,0781.12

LEVERAGED EQUITIES FINANCE LIMITED864,3150.99

FNZ CUSTODIANS LIMITED761,74 00.88

DAVID HUGH BROWN756,5000.87

FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>670, 8190.77

ASB NOMINEES LIMITED <A/C 210631 - ML>625,0000.72

ENE TRUSTEES LIMITED625,0000.72

ROGER WILLIAM CLARK600,0000.69

DAVID SYLVESTER MACKIE5 9 7, 6 9 80.69

SEATON STUART JAMES BENNY551,8 4 00.63

CUSTODIAL SERVICES LIMITED <A/C 6>513,9860.59

PAUL HUGHES & TAJRENA ALEXI & CR TRUSTEES LIMITED <PHTA

INVESTMENT A/C>450,0000.52

COLIN DAVID CRAIG BENNETT422,0500.49

NEIL BARRY ROBERTS398,0000.46

TOTAL18,271,84821.01

59

kingfish limited /

ANNUAL REPORT

2025

STATUTORY INFORMATION
DIRECTORS’ RELEVANT INTERESTS IN EQUITY SECURITIES AT 31 MARCH 2025

Interests Register

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

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

registered office. Particulars of entries in the interests register as at 31 March 2025 are as follows:

Shares

Held

Directly

Held by

Associated Persons

R A Coupe

(1)

86,696Nil

C A Campbell

(2)

83,338Nil

D M McClatchy

(3)

11, 3 3 2Nil

F A Oliver

(4)

Nil5,667

(1)

R A Coupe received 9,410 shares in the year ended 31 March 2025, purchased on market as per the terms of the

share purchase plan (purchase price $1.23). (During the year ended 31 March 2025 R A Coupe elected to use 20%

of his director fees to purchase Kingfish shares). R A Coupe received 7,348 shares in the year ended 31 March

2025, issued under the dividend reinvestment plan (average issue price $1.2089).

(2)

C A Campbell received 3,510 shares in the year ended 31 March 2025, purchased on market as per the terms of

the share purchase plan (purchase price $1.23). C A Campbell received 7,063 shares in the year ended 31 March

2025, issued under the dividend reinvestment plan (average issue price $1.2089).

(3)

D M McClatchy received 3,556 shares in the year ended 31 March 2025, purchased on market as per the terms of

the share purchase plan (purchase price $1.23). D M McClatchy received 932 shares in the year ended 31 March

2025, issued under the dividend reinvestment plan (average issue price $1.2089). D M McClatchy exercised 1,297

warrants in the year ended 31 March 2025.

(4)

F A Oliver received 3,103 shares in the year ended 31 March 2025, purchased on market as per the terms of the

share purchase plan (purchase price $1.23). F A Oliver received 127 shares in the year ended 31 March 2025,

issued under the dividend reinvestment plan (average issue price $1.2657).

DIRECTORS HOLDING OFFICE

Kingfish’s directors as at 31 March 2025 were:

»R A Coupe (Chair)

»C A Campbell

»D M McClatchy

»F A Oliver

During the year, there were no appointments to the board.

In accordance with the Kingfish constitution, at the 2024 Annual Shareholders’ Meeting, Carol Campbell and David

McClatchy retired by rotation and being eligible were re elected. Fiona Oliver retires by rotation at the 2025 Annual

Shareholders’ Meeting and being eligible, offers herself for re-election.

DIRECTORS’ INDEMNITY AND INSURANCE

Kingfish has arranged Directors’ and Officers’ Liability Insurance covering directors acting on behalf of Kingfish.

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

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

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

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

constitution.

60

kingfish limited /

ANNUAL REPORT

2025

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

Management Limited.

DIRECTORS’ RELEVANT INTERESTS

The following are relevant interests of Kingfish’s directors as at 31 March 2025:

R A CoupeBarramundi LimitedChair

Marlin Global LimitedChair

Coupe Consulting LimitedDirector

Briscoe Group Limited Director

C A CampbellBarramundi LimitedDirector

Marlin Global LimitedDirector

T&G Global LimitedDirector

Hick Bros Holdings Limited & subsidiary companies Director

Woodford Properties 2018 LimitedDirector

alphaXRT LimitedDirector

Asset Plus LimitedDirector

Nica Consulting LimitedDirector

NZME LimitedDirector

Cord Bank LimitedDirector

T&G Insurance LimitedDirector

Bankside Chambers LtdDirector

Chubb Insurance New Zealand LimitedDirector

D M McClatchyBarramundi LimitedDirector

Marlin Global LimitedDirector

Guardians of NZ SuperannuationBoard Member

Trust Investment Management LimitedDirector

F A OliverBarramundi LimitedDirector

Marlin Global LimitedDirector

Gentrack Group LimitedDirector

ClarusDirector

Freightways LimitedDirector

Wynyard Group Limited (in liquidation)Director

New Zealand Water PoloDirector

Summerset Group Holdings LimitedDirector

Guardians of NZ SuperannuationBoard Member


61

kingsh limited /

ANNUAL REPORT

2025

AUDITOR’S REMUNERATION
During the 31 March 2025 year, the following amounts were paid/payable to the auditor, PricewaterhouseCoopers

New Zealand.

$000

Statutory audit and review of financial statements60

Other assurance services-

Non-assurance services-

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

the Auditor Regulation Act 2011.

DONATIONS

Kingfish did not make any donations during the year ended 31 March 2025.

62

kingsh limited /

ANNUAL REPORT

2025

REGISTERED OFFICE
Kingfish Limited

Level 1

67 – 73 Hurstmere Road

Takapuna

Auckland 0622

DIRECTORS

Independent Directors

Andy Coupe (Chair)

Carol Campbell

David McClatchy

Fiona Oliver

CORPORATE

MANAGEMENT TEAM

Wayne Burns

Beverley Sutton

MANAGER

Fisher Funds Management Limited

Level 1

67 – 73 Hurstmere Road

Takapuna

Auckland 0622

SHARE REGISTRAR

Computershare Investor

Services Limited

Level 2

159 Hurstmere Road

Takapuna

Auckland 0622

Private Bag 92119

Auckland 1142

Phone: +64 9 488 8777

Email: enquiry@computershare.co.nz

FOR MORE INFORMATION

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

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

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

FOR ENQUIRIES ABOUT KINGFISH CONTACT

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

Private Bag 93502, Takapuna, Auckland 0740


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

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

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

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

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

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

AUDITOR

PricewaterhouseCoopers

New Zealand

Level 27

P w C Towe r

15 Custom Street West

Auckland 1010

SOLICITOR

Bell Gully

Level 14

1 Queen Street

Auckland 1010

BANKER

ANZ Bank New Zealand Limited

23-29 Albert Street

Auckland 1010

NATURE OF BUSINESS

The principal activity of Kingfish

is investment in quality, growing

New Zealand companies.

DIRECTORY

63

kingsh limited /

ANNUAL REPORT

2025

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.