NZ King Salmon Limited, Annual Meeting 2026

30 January 2026

New Zealand King Salmon Ltd (NZK)

The company will hold its Annual Shareholders Meeting at 2.00pm Wednesday 18 February 2026.

The location is Rutherford Hotel, 27 Nile Street West Nelson.

You can also join the meeting online at this link.

Company Overview

The company is the world’s largest producer of the premier King salmon species. It operates under four key brands: Ōra King, Regal, Southern Ocean, and Omega Plus, as well as the New Zealand King Salmon label. It has been growing and selling salmon to consumers for more than 35 years. Its farming and processing operations are located mostly in Marlborough, Nelson Bays, and Tasman.

Sales by region are 44% North America, 32% New Zealand, 11% Australia, 5% Asia, 3% Europe,3% Japan, 2% China.

In January 2026, Carol Chen resigned from the Board. The company has changed its balance date from January to September, so the current ‘year’ represents the 8 months from February 2025 to September 2025.

Current Strategy

The strategy is to maximise longer term sales and overall margins by focusing on branded, premium priced and differentiated sales across its range of markets, channels, and customers.

Previous Year Shareholder Meeting

NZSA recorded the following key items at last year’s annual shareholder meeting:

1. The Blue Endeavor project could result in an additional $350 million in revenue. The project is progressing – pilot pens are in the water and smolt for the pilot pens are also in the water.
2. The board decided to reduce the volume of fish harvested to allow time for fish to grow to better harvest weights. This was the best long-term action but resulted in short term pain.
3. The companies purpose statement of “Towards a Healthier Tomorrow” was discussed along with examples of how this was being applied.

The meeting report is available at this link.

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. This is NZSA policy.

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

Incentives: The CEO is paid a short-term incentive (STI) in cash and a long-term incentive by way of performance share rights.

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 NZX Remuneration Reporting Template.

The STI is awarded at a target of 30% of base salary. The measures, weightings, and level of achievement against each component are well-disclosed, with the overall STI award being made at 35% of target.

Performance rights are awarded under the LTI at 35% of base salary. Vesting then occurs after a three-year performance assessment period. The measure is relative total shareholder returns (TSR) which is NZSA’s preferred measure.

The company does not disclosure 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. There is no such disclosure by NZK.

Director Independence:  A majority of Directors are independent.

Board Composition:  The Annual Report does not include a skills matrix. Last year, following our previous requests, last year’s Annual Report did include a collective skills matrix; NZSA prefers an individual disclosure that relates skill sets of individual Directors to skills required to govern the company. NZSA believes that this disclosure is critical in providing evidence for shareholders as to relevant Board skills. We also observe that Board members are not well-served by a lack of disclosure if existing governance arrangements are challenged.

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.

We have commented on the tenure of Jack Porous in previous years. Jack Porous, a non-independent Director and an appointee of Oregon Group the largest shareholder at 40%, was appointed to the Board in 2008. While recognising his status as non-independent we believe it is time he was replaced.

The other Directors’ appointment dates range from 2019-2024, indicating a clear commitment to succession planning.

ASM Format: New Zealand King Salmon Ltd 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. 

Whilst there is reference to Board members being able to access independent external advice with the approval of the Audit and Risk Committee it is unclear as to the extent that assurance staff have unfettered access to the Board. 

The company offers good disclosure of operational and financial risks. Climate change risks and other sustainability (ESG) risks are also explicitly and comprehensively disclosed in the Annual Report. 

Audit

NZSA assessment against its key policy criteria are summarised below.

Audit Independence:  Good disclosure.

Audit Rotation:  The company ensures the Lead Audit Partner is rotated at 5 years as required by the NZX Listing Rules. The change of audit firm from EY who had been the Auditor for 15 years to PWC was disclosed in 2024, but not in subsequent Annual Reports. NZSA expects the appointment date of the audit firm to be disclosed in each years Annual Report.

We note the Lead Audit Partners term is disclosed in the Annual Report.

Environmental Sustainability

New Zealand King Salmon (NZK) is no longer classified as a Climate Reporting Entity following the proposed increase in the statutory climate-reporting threshold and the FMA’s interim no-action relief. NZK’s board has therefore decided to cease formal Climate-Related Disclosures from the current reporting period.

However, NZK continues to maintain a basic level of voluntary climate transparency – a position supported by NZSA given the nature of the company’s business.

The company continues to measure and disclose Scope 1, 2, and 3 greenhouse gas emissions through a standalone GHG Statement, which is prepared in accordance with the GHG Protocol and receives limited external assurance from PwC. Emissions data are provided both on an absolute and intensity basis, with comparative information included, and climate-related risks are incorporated into enterprise risk management. In the context of voluntary reporting, this signifies a continued commitment to emissions accountability and offers investors a reliable view of NZK’s climate footprint.

However, climate-related risks and opportunities are recognised but are not clearly integrated into corporate strategy, nor supported by scenario analysis, transition pathways, or defined climate targets. While Scope 3 emissions are measured, there is no disclosed plan for their reduction. We encourage NZK to show how climate considerations influence strategic decision-making, capital allocation, and long-term resilience, rather than relying mainly on emissions disclosure alone.

Ethical and Social

NZSA assessment against its key policy criteria are summarised below.

Whistleblowing:  Good disclosure.

Political Donations:  No donations were made however NZSA expects disclosure of the policy around political donations.

Financial & Performance

NZK’s share price fell from $0.22 to $0.205 (as of 2^nd February 2026) over the last 12 months – a 6% fall. This compares unfavourably with the NZX 50 which rose 4% in the same period. The capitalisation of NZK is $129m placing it 74^th out of 115 companies on the NZX by size and makes it a mid-sized company.

The company has once again changed its balance date, now ending at the end of September. As such the financials are for an 8-month period. That makes comparisons difficult, and these have little meaning – especially so for a company in an industry where timing of revenue flows are potentially seasonally dependent. We recognise that the new financial reporting date is likely to align better with the natural seasonality underpinning the company’s business.

Given the above, it seems that operational challenges persist. Operating revenues for NZK were $118m, a proforma decrease, and gross margin fell to 9% (22%). After a fair value gain of $10m and after costs, a gross profit of $10.2m ($45.4m) was achieved. We do note that gross margin is affected by the change in fair value gain and will as a result be lumpy.

Debt continues to decrease with another $2.5m of short-term debt paid off and debt now stands at $2.0m. The balance sheet is sound with the debt-equity ratio at 0.22, a fall of 21% from prior period.

Although posting a small loss, the company has over $45m of cash at bank and has a high current ratio so commitments can be met as they fall due.

NTA per share, although a loss was recorded, was static at $0.36 and the company trades at a 34% discount to NTA.

The company provided an investor presentation in conjunction with their results release and provided some forma reconciliations between GAAP and pro forma financials.

Oregon Group Limited is the largest shareholder with a 39.55% holding. Outside of this cornerstone shareholder, shares are widely held.

Resolutions

This is an administrative resolution.

We will vote undirected proxies IN FAVOUR of this resolution.

Jack Porus was appointed to the Board in September 2008. He is a consultant with Glaister Ennor and has practised in all areas of property law, commercial law, trusts, and estate planning. Jack is currently a Director of Neil Corporation Limited, Norfolk Financial Management Limited, Oregon Group Limited as well as other substantial private businesses. He is a trustee of numerous personal and charitable trusts.

At the time of his previous re-election in June 2023 we commented,

“Notwithstanding that Jack is an ‘appointee’ (i.e., non-independent) director, NZSA commented in 2020 that “Whilst we will support his re-election, we believe it is in all shareholders interests that he and the Board together with Oregon Group discuss his future tenure.”

While it is pleasing that succession for long-serving directors is in progress, we feel that prior poor succession planning has now resulted in a situation where the company will be heavily reliant on Jack Porus as the sole source of its longer-term corporate knowledge (in the short term).

NZSA believes it is important to balance tenures to manage the risks associated with succession.

Given this, we will vote undirected proxies IN FAVOUR of this resolution. Nonetheless, we note the lack of clarity as to Jack Porus’ future succession plans and would expect clarity at the upcoming ASM. We do not expect him to seek another term.”

We are clear that in this case that there is no issue with tenure affecting independence, as Porus is clearly a non-independent director. As noted in our 2023 note, our reasoning is based balancing institutional knowledge with the risk of managing future transition. NZSA also believes that NZK would benefit from ongoing fresh perspectives, given the transformation of the company in recent years.

We do recognise Porus’ long association with NZK and its predecessor businesses, and the instrumental role he has played in its development, including periods of challenging performance.

Given these (and previous) statements we will vote undirected proxies AGAINST this resolution.

Professor Catriona Macleod was appointed to the Board in 2020. She is an experienced science executive with over 30 years of expertise in marine resource management and has been recognised for her approach to engagement and coastal sustainability management. Catriona has played a pivotal role in numerous research initiatives, both locally and internationally, as well as in multi-sectoral partnerships investigating the environmental and social dynamics of aquaculture. Her expertise is regularly sought on marine and coastal environmental matters, with her recommendations informing regulatory policy and guiding the strategic development of sustainable aquaculture activities across Australia and abroad. She maintains a strong interest in innovative approaches to equitable and sustainable resource management and allocation. Catriona continues to advise governments in Australia and internationally, serves as a director of the World Aquaculture Society, and provides counsel to organisations including the UN FAO, the Aquaculture Stewardship Council, the Nature Conservancy, and the World Bank.

We will vote undirected proxies IN FAVOUR of this resolution.

NZKS proposes to enter into a long-term lease with Sølvtrans Rederi III AS (“Sølvtrans”), a Norwegian wellboat operator, which currently services the Tasmanian salmon farming industry and holds the majority of the global wellboat market share. Negotiations with Sølvtrans for a lease agreement, which includes the use of the wellboat asset and the associated services to operate the wellboat, are currently in the final stages, following a comprehensive assessment by NZKS as to options available globally to obtain the use of a wellboat. A wellboat is a vessel used for the transportation of live fish. NZKS proposes to use a wellboat to expand its operations in New Zealand. The full term of the lease is expected to be 8 years. The annual costs of the Wellboat Transaction, when averaged out across an 8-year lease term, are anticipated to be approximately $8.9 million per annum. These costs will be budgeted for, and paid from, working capital.

NZX Listing Rule 5.1.1(b) requires NZKS to obtain shareholder approval by way of ordinary resolution where NZKS enters into a transaction, or series of related transactions, to lease assets where the transaction involves a “Gross Value” above 50% of NZKS’ “Average Market Capitalisation”. The Gross Value of the Wellboat Transaction is expected to exceed 50% of NZKS’ Average Market Capitalisation. Accordingly, approval of the Wellboat Transaction is required under NZX Listing Rule 5.1.1(b) by ordinary resolution of shareholders.

The full details are set out in the Notice of Meeting.

NZSA discussed this resolution with the company. Of interest for shareholders, while the wellboat is a requirement for the future ‘Blue Endeavour’ project, the core business case for the project relates to NZ King Salmon’s existing business. The company notes that the wellboat will enable it to stabilise and increase volumes to match export market demand, smoothing earnings volatility for investors.

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 2.00pm Monday 16 February 2026.

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

The Team at NZSA