PGG Wrightson Limited, Annual Meeting 2025

2 October 2025

PGG Wrightson Limited (PGW)

The company will hold its Annual Shareholders Meeting at 9.30am Tuesday 14 October 2025.

The location is Sudima Christchurch Airport Hotel 550 Memorial Avenue Christchurch.

You can also join the meeting online at this link.

Company Overview

PGW is an agricultural supply business. It was created in 2005 through the merger of Pyne Gould Guinness Ltd and Wrightson Limited. It is one of the major agricultural suppliers providing products such as seeds, grains, livestock, irrigation, farm equipment, insurance, real estate services and financing. Its major shareholder is China based Agria Corporation with a 44% holding.

In July 2025, the company announced the $20 million acquisition of Nexan Group, a leading New Zealand animal health manufacturer that develops and markets a range of products for livestock.

Wilson Liu was appointed to the Board in July 2025. NZSA notes that Liu was one of the independent directors proposed by Agria in the aborted board proposals of early 2024. Meng Foon, who has served since July 2022, has indicated that he will not be seeking re-election at the Annual Shareholders Meeting and will retire from the PGW Board.

Current Strategy

The strategy is to be a market leading, full service agricultural supplies and services business operating across the rural supply chain throughout New Zealand.

Disclaimer

To the maximum extent permitted by law, New Zealand Shareholders Association Inc. (NZSA) will not be liable, whether in tort (including negligence) or otherwise, to you or any other person in relation to this document, including any error in it.

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Key

The following sections calculate an objective rating against criteria contained within NZSA policies.

Governance

NZSA assessment against its key policy criteria are summarised below.

Directors Fees:  Excellent disclosure.

Director Share Ownership:  Directors are encouraged but not required to own shares.

CEO Remuneration:  The company discloses its remuneration policy on its website, which includes an overview of the remuneration philosophy applicable to the company. The Remuneration and Appointments Committee are responsible for implementing the policy.

Incentives: The CEO is paid a short-term incentive (STI) in cash.

NZSA encourages fulsome disclosure in relation to any incentive payments made to the CEO, including disclosure of measures (or measure ‘groups’), weightings, targets, and the level of achievement versus target for each component associated with any awards. This methodology is supported by the new NZX Remuneration Reporting Template.

As we commented last year, the company discloses the ‘measurement groupings’ associated with STI achievement (“financial performance…delivery of strategic objectives and Safety and Wellbeing performance”) with a threshold EBITDA target as a ‘gate’ for the scheme to open.

However, there is no further disclosure on methodology, including the weightings nor the level of achievement (as a percentage of target) for each measure component resulting in the STI award. NZSA does note the relatively low level of STI weighting in the CEO’s remuneration structure.

The company is one of very few that discloses both the gender pay gap and CEO/employee remuneration ratio.

Golden Parachutes: In the interests of transparency, NZSA believes there should be explicit disclosure around the severance terms and notice periods associated with the CEO, including whether specific termination payments are offered.

The Annual Report includes a clear statement that no golden parachutes or similar payments are made.

Director Independence:  A majority of Directors are independent.

Board Composition:  The Annual Report includes a skills matrix that attributes skill sets to each Director to demonstrate how they contribute to the governance of the company.

Director Tenure:  NZSA looks for evidence of ongoing succession or ‘staggered’ appointment dates that reduce the risks associated with effective knowledge transfer in the event of succession. We also prefer a term maximum of 9-12 years, unless there are exceptional circumstances that may apply.

The longest-serving director is U Kean Seng, appointed to the Board in 2012. U Kean Seng is a representative of major shareholder Agria, and is therefore non-independent. 

The other Directors were appointed between 2019 and 2025.

ASM Format: PGG Wrightsons Limited is holding a ‘hybrid’ meeting, (i.e., physical, and virtual), a format preferred by NZSA as a way of promoting shareholder engagement while maximising participation.

Independent Advice for the Board & Risk Management:  NZSA looks for evidence, through disclosures, that a Board has access to appropriate internal and external expertise to support board assurance activities. We also look for evidence that Boards are across their risk management responsibilities.

There is disclosure in the Corporate Governance and Board Charter that “Directors are entitled to seek independent professional advice to assist them in meeting their responsibilities”, a position supported by NZSA to support decision-making. The Annual Report discloses the internal audit team have unfettered access to the Board, however, there is limited disclosure as to the extent to which other internal assurance staff have unfettered access to the Board.

In additional to the comprehensive disclosures around risk management in the Annual Report the company publishes a separate 34-page Sustainability Report and Climate Statement.

Audit

NZSA assessment against its key policy criteria are summarised below.

Audit Independence:  Good disclosure.

Audit Rotation:  Whilst the company ensures the Lead Audit Partner is rotated at 5 years as required by the NZX Listing Rules, it does not disclose if the Audit Firm is rotated at 10 years. Pleasingly, the Annual report notes that the Audit Firm, EY, was appointed in April 2021.

Environmental Sustainability

Overall approach: NZSA notes that PGW has again used a number of disclosure adoption provisions (e.g. anticipated financial impacts and Scope 3 comparatives), which we consider appropriate as they build internal capability. Reporting has improved in depth, particularly around transition planning and scenario analysis.

Beyond climate, PGW has also made progress in broader environmental sustainability areas. Waste and hazardous materials remain a material topic for the company, with practical engagement in industry recycling schemes such as AgRecovery and Plasback, aimed at reducing agricultural plastic waste. PGW’s Water & Irrigation division continues to support sustainable water use. The ecological impacts of agri-chemicals are also recognised, with PGW participating in the A Lighter Touch programme to encourage the adoption of biological and lower-impact products. In addition, PGW promotes kaitiakitanga through initiatives supporting native planting, pest management, and land stewardship. These voluntary initiatives demonstrate a credible broader environmental approach beyond climate compliance.

Sustainability Governance: The company discloses a Board Skills Matrix, with sustainability listed as a competency, confirming Board-level capability. At the Board level, Directors also convene as the Health, Safety & Environment Committee. In addition, PGW has a management-led Sustainability Committee chaired by the Sustainability Manager, providing resources and oversight to climate and wider ESG matters.

Strategy and Impact: FY2025 saw the introduction of a detailed Climate Transition Plan. This plan sets out a pathway to 2030, focusing on reducing Scope 1 and 2 emissions, investing in a low-carbon fleet and renewable electricity, and preparing to extend measurement to Scope 3 emissions.

Risk and Opportunity: PGW discloses updated climate-related risks and opportunities, including both physical risks (e.g. extreme weather, sea-level rise) and transition risks (e.g. regulatory change, customer demand). Opportunities are also identified, such as product innovation and digital solutions for farmers.

Metrics and Targets: The company reports Scope 1 and 2 GHG emissions with comparative data back to FY21, showing a 22.4% reduction from baseline by FY25. PGW’s main target is a 30% reduction by FY2030. Scope 3 emissions remain deferred, but PGW has committed to disclosing a full Scope 3 inventory from FY2026.

Assurance: Limited assurance has been obtained over Scope 1 and 2 GHG emissions by Oxygen Consulting. However, Scope 3 emissions are not yet disclosed and were explicitly excluded from the assurance scope under adoption provisions. Other sustainability disclosures in the report remain unaudited. NZSA encourages PGW to progressively broaden the scope of limited assurance to cover a wider set of climate-related disclosures in future years.

Ethical and Social

NZSA assessment against its key policy criteria are summarised below.

Whistleblowing:  Good disclosure.

Political Donations:  The Annual Report includes a clear statement that political donations are not made.

Financial & Performance

PGG Wrightsons’s share price rose from $1.86 to $2.37 (as of 16^th September 2025) over the last 12 months – a 27% increase. This compares favourably with the NZX 50 which rose 4% in the same period. The capitalisation of PGW is $179m placing it 66^th out of 114 companies on the NZX by size and makes it a mid-sized company.

¹ per share figures based off actual shares at balance date (not weighted average)

FY25 was a turnaround year for PGW, with most metrics we follow improving on last year. Most notably, revenues were up 6% to $975.3m, back to 2023 levels, and with a steady Gross Profit Margin of 26%, gross profit rose 8% to $255.0m – the largest seen in 5 years.

Costs also fell commensurately, and this contributed to rise of 27% in Operating EBITDA to $56.1m.

NPAT rose 248% (although off a very low base) to $10.7m giving EPS of $0.141. The PE ratio is much more respectable at 17. Following on from these good results, the company re-instated the payment of dividends. Fully imputed dividends of $0.065 were declared for FY25.

The debt-equity ratio is 2.05 and, although high, is reflective of the large amounts of lease liabilities the company hold and the large amount of trade and payables. Trade and payables ($175m) are almost balanced out by trade and receivables ($159m) with the current ratio at a more than comfortable 1.74.

Inventory turnover, a measure of operational efficiency, rose to 7.38, whilst inventory levels also rose to $100m.

Operating cashflows were down substantially to 12.4m. but this is reflective of working capital changes rather than operational performance.

A brief, non-quantifiable outlook statement can be found on page 16 of the Annual Report. Sentiments remain mixed.

Agria (Singapore) Pte Limited is the largest shareholder with a stake of 44.33%, whilst Elders Limited is the second largest shareholder with 12.47%. Agria’s 44.33% stake effectively provides control.

Resolutions

Sarah Brown was appointed to the Board 30 April 2019 and Deputy Chair 4 July 2023. She is from a rural background, having grown up on a Southland sheep farm. Sarah is a former commercial lawyer who is now a professional director and has had extensive governance experience as a director, chair, and committee chair. She has a Bachelor of Laws and a Bachelor of Arts. Sarah is a Chartered Fellow of the Institute of Directors. She was previously on the Southern Institute of Technology Council for 11 years, six of them as Chair. She has also served on the Boards of Electricity Invercargill, PowerNet, SBS Bank Limited, and Southsure Assurance Limited. Sarah is currently on the Board of Blue-Sky Meats Limited.

We will vote undirected proxies IN FAVOUR of this resolution.

Garry Moore was appointed to the Board 1 July 2022 and Chair 16 February 2024. He was raised on farms in rural MidCanterbury before attending Canterbury University, graduating with a B. Com in Accounting and Economics, and an MBA. He has 40 years of extensive investment advisory experience together with trustee and corporate governance experience in rural services, viticulture, pastoral farming, and education. Garry is a Charter Member of the Institute of Directors. He is a former member of the national Forsyth Barr Investment Committee. Garry is Chair of DairyCool Limited and South Canterbury based farm owner Burnett Valley Trust. He is a past Chair of St Andrew’s College, Greystone Wines, and the Canterbury Branch of the Institute of Chartered Accountants.

We will vote undirected proxies IN FAVOUR of this resolution.

Wilson Liu was appointed to the Board on 1 July 2025 and is therefore required to offer himself for election. He has over 30 years of professional experience in providing audit and business advisory services. He started his career with PwC in Hong Kong and Melbourne. He retired from PwC in July 2020 with 23 years’ experience as audit partner. He has extensive governance experience as a member of the Governance Board of PwC Greater China and Singapore; he was President of CPA Australia North China and is currently a Council Member. He is an independent non-executive Director of Foran Energy Group Co., Limited (SZSE), Valuetronics Holdings Limited (SGX), Cloudbreak Pharma Inc. (SEHK), and Guotai Junan International Holdings Limited (SEHK). He received a Bachelor of Commerce degree from the University of Western Australia and is a member of the Chartered Accountants Australia and New Zealand. He is also a fellow member of CPA Australia and the Hong Kong Institute of Certified Public Accountants. As a resident of Hong Kong, he currently splits his time between Hong Kong and Melbourne.

We will vote undirected proxies IN FAVOUR of this resolution.

This is an administrative resolution.

We will vote undirected proxies IN FAVOUR of this resolution.

Proxies

You can vote online or appoint a proxy at https://www.investorvote.com.au/

Instructions are on the Proxy/voting paper sent to you.

Voting and proxy appointments close 9.30am Sunday 12 October 2025.

Please note you can appoint the Association as your proxy. We will have a representative attending the meeting.

The Team at NZSA