Scales Corporation Limited, Annual Meeting 2026

31 March 2026

Scales Corporation Limited (SCL)

Meeting Date: 3.30pm Tuesday 14 April 2026.

Venue:  The Piano, 156 Armagh Street, Christchurch.

You can also join the meeting online at this link.

Company Overview

The company was founded in 1897 as a shipping business by George Herbert Scales. Today it comprises three operating divisions: Horticulture, Logistics and Global Protein with operational sites in New Zealand, Australia, the United States and Belgium.

In September 2025, the company increased its shareholding in its Australian Global Proteins’ joint ventures with the acquisition of 50% of Meateor Australia, 50% of Fayman International and 42.5% of ANZ Exports.

As a result of these investments, both Meateor Australia and Fayman International become 100% owned subsidiaries and ANZ Exports will be 85% owned. The total acquisition price was AU$91.05 million, with a settlement comprising cash of AU$49.4m paid in cash in September 2025, AU$5.25 million paid in Scales’ shares issued in October 2025 with a further AU$36.4 million payable in 5 equal instalments over the next 5 years, with each instalment being on the completion date anniversary.

Alan Issac, who had served on the Board for over 11 years, retired in October 2025. Paul Munro was appointed to the Board from that same date.

Current Strategy

The company’s mission is “To be the foremost investor in, and grower of, global agribusinesses by leveraging its unique insights, experience and access to collaborative synergies.”

Its strategy is underpinned by its three key operating divisions: Horticulture, Logistics and Global Protein. There is a good one-page summary of the company strategy included in the Annual Report:

Previous Year Shareholder Meeting

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

1. SCL generated an excellent Group performance in 2024, producing record results at the top end of its guidance range, whilst also delivering on its growth strategy.
2. The increased investment in Shelby, from 60% to 67.5% of this US domiciled pet food business and its earnings growth that exceeded expectations.
3. China Resources had sold its corner hold shareholding in October 2024 due to a change in its strategic direction.

The meeting report is available at this link.

Disclaimer

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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 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 Nominations and Remuneration Committee are responsible for implementing the policy.

Incentives: The CEO is paid a short-term incentive (STI) in cash and a long-term incentive (LTI) by way of shares. In addition, the CEO participates in a Performance Share Rights Scheme (PSR) linked to the performance of the Global Protein division.

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. We note the Annual Report discloses the company reports according to the Template.

The maximum STI is 45% of base salary. The measures, weightings, and level of achievement against each component are well-disclosed.

The maximum LTI is 30% of base salary. The measure is total shareholder returns, a measure favoured by NZSA. Vesting occurs after a three-year performance assessment period.

The maximum PSR is 15% of base salary. The measures are earnings per share, and total shareholder returns.

The company does not disclose the gender pay gap and CEO/worker 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.

Director Independence: A majority of Directors are independent.

Board Composition:  We note the Annual Report includes a collective skills matrix. NZSA prefers a matrix that attributes skill sets to individual Directors to demonstrate how they contribute to the governance of the company.

The Board offers a good range of thought, social and experiential diversity.

We note the company is one of few that has participated in the IoD’s Future Director Programme designed to mentor the next generation of Directors.

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.

Nick Harris who was appointed in 2014 is standing for re-election at the ASM however it is noted that he will retire prior to the 2027 ASM. The other Directors apart from the Managing Director who was appointed in 2011 were appointed between 2022 and 2025.

ASM Format: Scales Corporation 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. 

The company has an internal audit process co-sourced with KPMG and this reports to the Audit and Risk Committee. The company also has a Board Secretary one of whose functions is to ensure the Board have unfettered access to the Managing Director and management. Directors can seek independent external advice subject to approval from the Chair of the Audit and Risk Committee.

The company has a Risk Management Framework that set out the financial, non-financial business and operations risks including climate change and how these are mitigated and managed.

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 and discloses the date of the last rotation. It does not disclose if the Audit Firm is rotated at 10 years nor the date when the Audit Firm was appointed. It does however disclose that the rotation of the Audit Firm is reviewed on a regular basis with the last review in 2023.

We would suggest for completeness the date of the appointment Audit Firm is disclosed in the Annual Report.

Environmental Sustainability

Scales notes that its third stand-alone Climate Statement to be released in April 2026. We would prefer information to be released ahead of the shareholder meeting, so that shareholders are able to consider all factors relating to the company,

Nonetheless, we also note the comment in the annual report that the company has “completed a refreshed double materiality assessment to understand the current priorities of our stakeholders.”

Ethical and Social

NZSA assessment against its key policy criteria are summarised below.

Whistleblowing: Good disclosure.

Political Donations:  The Annual Report discloses no political donations were made.

Financial & Performance

Scales’ share price rose from $4.18 to $5.95 (as of 10^th March 2026) over the last 12 months – a 42% increase. This compares favourably with the NZX 50 which rose 5% in the same period. The capitalisation of SCL is $849m placing it 37^th out of 114 companies on the NZX by size and makes it a large company.

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

² Attributable to equity holders of the company.

2025 continued the momentum that was initiated in 2024 with a great year for SCL which was also reflected in a rising share price which outperformed the market.

Revenue was up by a remarkable 54% to $890m, and although the Gross Profit Margin fell slightly to 22%, that led to a large 93% increase in EBITDA of $170m. (Operational expenses were contained to $81m, and there was a gain on fair value equity investment of $42m (see note B3 in the financial statements)) Subsequently, NPAT attributable to shareholders was up 229% to $101m. This is the highest reported profit in the last 6 years.

EPS were higher at $0.708, and the company paid an unchanged, partially imputed dividend of $0.15 for the year.

The company is in a very sound financial position with the current ratio at 1.51 and the debt equity ratio rose somewhat to 0.97 as an additional $107m of debt was taken.

Operating Cashflows were static at $95.7m.

NTA per share fell slightly to $2.02 and the company trades at a large 195% premium to NTA.

In conjunction with the release of their annual results the company also provided an investor presentation which also provided some forward-looking projections. SCL expects underlying NPAT attributable to shareholders to be between $50m and $55m, implying; an underlying NPAT of between $67m and $73m, and an underlying EBITA range of between $129m and $136m.

Shares are widely held with the top 20 shareholders (mainly institutions) holding a combined holding of about 50% of the company.

Resolutions

This is an administrative resolution.

We will vote undirected proxies IN FAVOUR of this resolution.

Paul Munro was appointed to the Board 14 October 2025 and is therefore required to offer himself for election. He has extensive governance experience from a wide range of public and private entities. Prior to his governance career Paul spent 24 years with Deloitte as a Corporate Finance Partner, primarily working with large corporates, leading projects, and M&A assignments. Following his time with Deloitte, Paul was CEO for Christchurch City Holdings Limited. Paul is currently a Director of New Zealand King Salmon Limited. In addition to this role, Paul is currently Chair or a Director of a number of private companies.

We will vote undirected proxies IN FAVOUR of this resolution.

Miranda Burton was appointed to the Board 31 August 2022. She has over 20 years executive and entrepreneurial experience, centred on fast moving consumer goods in New Zealand and globally, including as the Global Marketing Manager for Pernod Ricard and co-founder of Food Nation, a New Zealand based food manufacturer producing plant-powered products. Miranda is currently Executive Chair of Cyprus Enterprises which operates in covered crops and intensive horticulture in New Zealand.

We will vote undirected proxies IN FAVOUR of this resolution.

Nick Harris was appointed to the Board on 18 June 2014. He was elected to the Board in 2014, having been appointed a Director of both Scales’ Storage & Logistics division and Meateor in 2012. Nick was previously the Managing Director and was one of the founding shareholders of Hellers Limited, New Zealand’s largest bacon, ham, and small goods company. Nick is currently the Managing Director of Harris Farms and Glenturret Farm in Cheviot, North Canterbury, and is also a Shareholder and Director of several private companies.

We will vote undirected proxies IN FAVOUR of this resolution.

Mike Petersen was appointed to the Board on 28 April 2023 and is the Chair. He has over 30 years’ management and governance experience in the agribusiness sector. Mike is currently a director of ANZCO Foods Limited and Kelso Genetics Limited and Chairs the Tukituki Water Security Project, alongside advisory roles with a number of other privately owned and publicly listed companies. Mike was previously Chair of Beef + Lamb New Zealand and was also New Zealand’s Special Agricultural Trade Envoy for 6 years.

We will vote undirected proxies IN FAVOUR of this resolution.

The current fee pool of $625,000 was approved by Shareholders at the 2025 Annual Meeting, when it was decreased from $746,800 per annum to $625,000 per annum to reflect the number of Non-Executive Directors of Scales reducing from seven to five.

The proposed increase in fee pool is being sought as a consequence of Scales increasing its shareholding in its Australian-based Global Proteins joint ventures in 2025. This increase in shareholding resulted in Meateor Australia, Fayman International and ANZ Exports (Australian Acquired Entities) becoming wholly, or partially, owned subsidiaries of Scales (because following the transactions, Scales’ ownership was more than 50% of those entities). Each of Meateor Australia, Fayman International and ANZ Exports currently have two Directors, who receive combined Director fees (paid by the Australian Acquired Entities) of AU$110,000. The NZX Listing Rules provide that no remuneration may be paid by an Issuer, or its subsidiaries, to a Director in that capacity without approval by an ordinary resolution of Shareholders.

Although the fees for the directors of the Australian Acquired Entities were, and will continue to be, paid by the Australian Acquired Entities, now that the Australian Acquired Entities are subsidiaries of Scales, these fees will need to be accommodated within Scales’ fee pool.

The fees paid to the Chair and Directors will remain unchanged from those approved at the 2025 ASM.

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 3.30pm Sunday 12 April 2026.

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

The Team at NZSA