Good afternoon, everybody. If I just draw your attention and thank you for coming out on what has been a chilly, embracing week of weather down here, but lovely to see you here joining us today. Good afternoon. I'm Mike Petersen, the Chair of Scales Corporation, and it's my pleasure to welcome you all to this annual meeting. This is the 113th annual meeting of the company, the 11th since it became a listed company, and my third as the Chair. Once again, we are holding a hybrid annual meeting, and whether you're here in person or joining us online, I'd like to thank you and welcome you all. As you may recall, shareholders, proxies, and guests attending the meeting virtually will be able to hear and see a live webcast. In addition, shareholders and proxies have the ability to ask questions and vote on resolutions.
I'll provide further details on those matters shortly. First of all, some housekeeping matters for those of you that have joined us in person. Firstly, I'd like to remind you, as a matter of courtesy, to please turn your mobile phones to silent. Also, if there is an emergency and we need to leave, please do so through the marked exits, and staff will be available to help us. I'm pleased to confirm we have a quorum and therefore declare the 2025 Annual Shareholders Meeting of Scales Corporation Limited open. The items of business for this meeting and the resolutions to be considered by shareholders are contained in the Notice of Meeting, which was sent to shareholders on the 6th of May.
Our order of proceedings is shown on the current slide, and I'll briefly comment on the highlights of the last 12 months, followed by a review by Andy Borland, Scales Managing Director. We'll then attend to the resolutions, where we'll cover each resolution in turn and invite questions specific to those items. I'll explain the process for asking questions, and then I'll open the online voting and explain the voting process. Once the meeting is complete, we hope that those of you present will join us for refreshments. I notice there are also some of our prime apples out there. Thank you very much, Andrew. It'll also be an opportunity to meet the directors and senior management of the group and raise any questions you may have on an informal basis.
I'd also like to note that we announced to the market this morning an increase in our earnings guidance for full year 2025, following a strong first half of the year for the group. This is very pleasing, and Andy will discuss this in more detail shortly. I'll now summarize the process for asking questions, and please bear with me because this does have a little bit of detail to it. For those of you attending the meeting virtually, if you'd like to submit a question, the Q&A is always open, so please feel free to submit questions throughout the meeting. These will be addressed at the relevant time. To do so, please select the Q&A tab on the right half of your screen as currently shown. Type your question into the field and press send. Your question will be immediately submitted.
Should you require any assistance of any sort with the technology, you can type your query, and one of the Computershare team will assist using the chat function. Alternatively, you can call Computershare on 0800 650 034. Phone numbers these days are usually unusual. Questions may be moderated, or if we receive multiple questions on one topic, we may amalgamate those together. Due to time constraints and to ensure all shareholders have a chance to ask a question, I ask that you limit yourself to asking two questions, please. Any questions not answered in time will receive an email response after the meeting. For those of you present, we'll offer you an opportunity to ask questions on or speak to each resolution being put to shareholders at the appropriate time.
As I mentioned earlier, there'll be an opportunity to also ask questions of individual directors informally after the meeting. With regard to online voting, if you're eligible to vote, you'll be able to cast your vote under the vote tab as shown on the screen. Once the voting is opened, the resolutions will allow votes to be submitted. To vote, simply select your voting direction from the options shown. You can vote for all resolutions at once or by each resolution separately. Your vote has been cast when the tick appears. To change your vote, simply select change your vote, and you're able to change your vote up until the time I declare voting closed near the end of the meeting. You may submit questions on each resolution being put to shareholders using the question process.
For those of you who have joined us in person, those shareholders who are entitled to vote and proxies who have discretion as to how they vote should have received a voting or proxy form when they registered upon arrival at the meeting. If you completed a proxy vote or postal vote, you don't need to complete another voting or proxy form. If you haven't received a voting or proxy form at the time of voting, please go to the Computershare desk in the foyer, where their representatives will be able to assist you. After voting, please place your voting or proxy form in one of the ballot boxes, which will be passed around the room. I'll invite you to vote after all the resolutions have been introduced to the meeting. I now declare voting open on all items of business.
For those of you attending via the Computershare online meeting platform, the resolutions will now be open in the vote tab. Please submit your votes at any time. I'll give you a reminder before I move to close voting. Before I go any further, I'd like to introduce my fellow directors who are in attendance. First of all, we have Andy Borland, our Managing Director, sitting next to us here. We have Tony Banton at the far end, Chair of the Scales Nomination and Remuneration Committee, also Chair of Scales Finance and Treasury Committee and an Independent Director. Miranda Burden, sitting in the middle there, the rose between two thorns, Chair of the Health and Safety and Sustainability Committee and an Independent Director. Nick Harris, second from the right there, who's an Independent Director and a big contributor to our board.
Alan Isaac, two in from the left, Chair of Scales Audit and Risk Management Committee and an Independent Director. Emma Wheeler, who's our Future Director, who's joining us online today from Boston while she's working doing other things. I'd also like to introduce and acknowledge Nadine Tunley, who resigned as a Director in August last year to take up the role of Scales Chief Risk Officer and Andy's Senior Management Team. Nadine's sitting over in the far corner there. Nadine's contribution as a Director of Scales from 2019 to 2024 was significant, and we're delighted she's taken up this new role and continues to contribute to the group's success. We have members of Scales Management and staff in attendance, so I won't ask them all to stand up, but you'll be able to ask them questions at a later date. We also have our auditors, Deloitte.
We have Nicole and Hannah from our auditors here sitting up there in the back row. And Malcolm from Anthony Harper and the team, also here. Malcolm's, where's Malcolm? There he is, right there in the team there from Anthony Harper as well. Delighted to welcome everyone to the meeting and thank you for your attendance. I'm delighted to say that Scales generated an excellent group performance in 2024, producing record results while still delivering on our growth strategy. Our underlying net profit after tax attributable to shareholders of $34.3 million was up 81% on 2023 and was towards the top end of our 2024 guidance range. Our underlying EBITDA of $91.7 million and underlying impact of $53.6 million were both record results. Global Proteins delivered a strong result while Meateor Australia and EnviroPet Food progressed steadily through their respective startup phases.
Horticulture returned to a more normal performance level following the cyclone with improved apple volumes and prices. The Horticulture Division also benefited from our increased ownership of ProFruit, which produced an exceptional 2024 performance. Logistics also produced an excellent result, assisted by higher ocean and air freight volumes. Dividends of $0.15 per share have been declared in respect of the 2024 financial year, and this represents 63% of 2024 underlying net profit after tax attributable to shareholders. 2024 was a busy year in respect of mergers and acquisitions and investments, and we're very pleased with each of the transactions we executed. We are continuing to seek acquisitions and organic growth opportunities to expand our business. In that regard, you'll hopefully have seen our press release in April announcing our increased investment in Shelby from 60% to 67.5% of this US domiciled business.
Shelby's performance has been fundamental to Scales' success in recent years, with its earnings growth materially exceeding expectations. We're excited by the expansion opportunities that exist within Shelby as a result of the various initiatives that have been put in place. I would also like to make mention of China Resources, who became a cornerstone shareholder in Scales Corporation in 2016 and who sold its shareholding in October 2024 due to a change in its strategic direction. China Resources were a very supportive shareholder and provided great insight into the China market for Mr Apple, as well as providing a positive contribution to the Scales board. We'd like to thank them for their knowledge and expertise during their time as a shareholder of Scales Corporation during that time.
As ever, and I really want to reinforce this, our performance was the result of the hard work and effort of each and every one of our management team members and staff. On behalf of the board, I'd like to say a big thank you to them all for everything they do for Scales. We pride ourselves on being more than just a place to go to work, and we continue to reinforce the importance of team culture and a sense of belonging that is the key foundation of our business and critical to our success. One of the highlights of our year has been the establishment of an Emerging Leaders Group during 2024, led by Jeff Smith. The group's purpose is to connect emerging leaders across Scales divisions, allowing them to discuss challenges and opportunities.
It also gives these emerging leaders more visibility to Scales Group strategy, access to directors, and other industry leaders. Mr Apple was our largest employer within the group, with staff numbers increasing to over 2,000 people during peak season. With this being the case, we're pleased to report that we're on target with Mr Apple's five-year people strategy, providing leadership courses and advancing our succession and leadership planning. We continue to support governance development, and again during 2024, we hosted a future director as part of this work. Emma Wheeler, who's attending online, has filled this role for the past year, and we thank Emma for her contribution and participation during this time. We're in the final stages of making our next future director appointment for the coming year, and we'll announce that shortly.
We're also proud of our involvement in local communities, and a few initiatives are listed on screen. Of particular note is the work undertaken by Mr Apple with the Fijian government to employ 15 REC workers from Kear Island. By recruiting these individuals, it helps them to rebuild their community after it was destroyed by a Category 5 cyclone a few years ago. I'd now like to hand over to Andy, who'll update you further on last year's results and activities, provide an update on the transactions that we undertook during the year, and then also provide a brief outlook for the group. Before Andy speaks, I'd just like to acknowledge the impressive efforts of the whole Scales leadership group, including our board, the advisors that we have, and the impressive senior management team superbly led by Andy.
The world has been a challenging place to do business in the past few years, with recessions, adverse weather events, and geopolitical upheaval coupled with global conflicts in many parts of the world. Our ability to successfully execute our growth strategy across all divisions in the context of these events has been very satisfying, and it's a tribute to the performance of our team. Following Andy's presentation, we will move to the more formal business of the meeting. As always, we welcome feedback on any of the matters raised during today's presentation or general matters in relation to the group. Andy, welcome and thank you.
Thanks, Mike. Welcome all. One special guest we should note or acknowledge is Richard Swan. He is our banker from Westpac.
If you hear the stories where you've had like two bankers a year or they turn over very regularly, well, Richard's been our banker for 25 years, so thanks, Richard.
Thanks, Mike, and good afternoon. Yeah, I'll do a brief review of 2024. This slide highlights a few of our key numbers, some of which I'll touch on further later in the presentation. As Mike has mentioned, these numbers are a tribute to the skill and effort of our Scales teams who have continued to deliver outstanding results in a period of change for the group. The graphs on this slide illustrate our earnings and revenue over the last five years. As Mike has also mentioned, the group achieved record underlying EBITDA in 2024, and underlying NPAT attributable to shareholders was towards the top end of our advised guidance range.
Moving on to some more detail in respect of the 2024 results, reported NPAT attributable to shareholders of $30.7 million was up significantly on last year's profit of $5.2 million, and we produced record underlying NPAT, which was up 40% on 2023. Revenue was also up 3% on last year to almost $585 million. You can see the trends in underlying EBITDA for each of the divisions on the current slide. I will particularly notice the increase in Horticulture's earnings compared to 2022 and 2023, and also the record result produced by Logistics. I will now touch on each of the divisions in a bit more detail. Global Proteins produced a steady result compared to 2023, whilst it has set itself up for the next stage of its growth. Pleasingly, there were increases in both pet food ingredient volumes and edible proteins volumes of 11% and 28% respectively.
Meateor Australia and Esro Petfood continued to progress through their respective startup phases. There was strong volume growth in both businesses, with Meateor Australia operating profitably during 2024, and Esro expected to move into profitability by the end of this year. We also maintain revenue and margin per kilogram of volume sold within the overall pet food ingredients business, notwithstanding the effects of Meateor Australia and Esro being in startup mode. Improved apple volumes, quality, and prices helped horticulture return to more normal performance levels. Its integrated business model and increased focus on premium varieties and overall variety mix also proved beneficial. ProFruit delivered exceptional performance assisted by a high level of processed and exported volumes, and we're delighted that it is now a fully owned subsidiary of Scales Corporation. There was an 11% increase in Mr.
Apple's own grown export volumes compared to last year, which was aided by the team undertaking numerous promotions and customer support in key markets. The proportion of premium apple volumes compared to traditional varieties also increased from 2023 from 64% to 72%, in line with our strategy. There was growth across all premium varieties, but pleasingly, there was significant growth in Dazzle, Posy, and New Zealand Queen, which are our premium varieties. This graph illustrates our actual and forecast export volumes. We estimate that premium varieties will account for around 80% of export volumes by 2027 due to the acquisition of the Bostock Orchards, as well as Mr Apple’s ongoing orchard redevelopment program. As I'll touch on in the outlook section, the export volume in 2025 is likely to exceed the forecast shown by approximately 5-10% due to a better than expected gross pack and pack out rate.
On to Logistics and their record result. Both ocean freight and air freight volumes were up on last year at 16% and 71% respectively. This generated a 61% increase in underlying EBITDA. The new Auckland warehouse and chiller facility also proved to be beneficial, processing a strong level of air freight volumes. Our balance sheet continues to show a strong financial position. Net cash was in line with 2023 despite the cash outlay required for M&A transactions that were executed throughout the year. Other significant expenditure included dividend payments and CapEx. We are also pleased that group ROCE of 14.5% exceeded our target of 12.5%. The group continues to integrate sustainability and climate risk analysis into our wider business strategy in order to increase our resilience and deliver long-term stakeholder value.
This means that we can identify how climate-related risks will impact our business over the short, medium, and long term. Our appointment of Nadine Tunley as Chief Risk Officer is an important step in this area and significantly increases our capability. We were pleased to publish our second climate-related disclosures in April. This report has been uploaded on the Scales website, and I'd encourage you to access the report. In terms of our people initiatives, we've focused on developing and retaining high-performing and high-potential staff. This ensures we're actively working on our succession planning for critical roles. We've also rolled out the safety initiatives that were identified in our safety roadmap, including a rollout of a safety leadership program. We've substantially improved our market access and assurance processes and systems to comply with appropriate regulations as equally as important as our ongoing customer requirements.
We also progressed a number of environmental programs throughout the year, a couple of which are noted on this slide. As an example of the wider benefits that can be achieved from environmental updates, not only did the new wastewater plant at Amarillo in the U.S. improve environmental outcomes, it also materially improved health and safety at the plant as staff members no longer have to remove waste solids manually each shift. I'd now like to give an update on transactions that we carried out in 2024, each of which are contributing strategically to the overall group. I'm pleased to report that the Bostock transaction is contributing in line with our expectations, including a very strong performance from ProFruit last year. In addition, ProFruit shipping has now been transferred to Scales Logistics.
The sale of orchards to Craigmore Sustainables has been positive, with the capital that was released being used in other projects and transactions, allowing us to maximize our return on capital. Within Global Proteins, Meateor Australia has performed strongly with increased production and sales volumes. Fayman has also had a strong year, in part due to global beef shortages as a result of lower herd numbers in the United States. Esro continues its startup phase with the expectation that it will be profitable by the end of this year. Aligned to our strategy, we expect to increase our shareholdings in our Global Proteins businesses over time. In respect of the current year, as released to the market earlier today, I am pleased to note that the directors have updated the guidance range of underlying net profit after tax attributable to shareholders to between $40 million and $45 million.
This is an increase from the previous range of $37 million-$42 million. The group has seen a strong first half of the year, particularly in the horticulture division. Global Proteins has had a positive start to the year, particularly in Australia and New Zealand. The new processing facilities in the United States and Europe have been successfully commissioned, and both are now in commercial production. However, some uncertainty does remain in the global marketplace in respect of the impact of tariffs. Within horticulture, the harvest is complete with a total pick of around 4.6 million TCE or cartons above our initial forecast. Export volumes are tracking ahead of expectations with pack out rates similar to last year. Pricing is as anticipated. Logistics is currently trading ahead of budget due, in part, to the apple season starting earlier than normal. Lastly, I can advise that Mr.
Apple's Woktu coal store has been sold and leased back. The sale for $24 million will settle in August this year. That concludes my presentation. We'll answer questions following the resolutions, but in the meantime, I'll pass back to Mike to cover the formal part of today's meeting.
Thanks, Andy. That was a pretty quick race through, so I'm sure there'll be questions at the end of the meeting on some of the details in those slides, but I think you'll agree that the slides certainly indicate it's been a very successful year for Scales, and so we're very delighted to be able to report that to you today. Thanks, Andy. We'll now move to the business of the meeting. All items of business are ordinary resolutions and are required to be passed by simple majority of votes.
Current best practice for shareholder voting is by way of poll, and accordingly, a poll will be held for each of the resolutions. I and my fellow directors hold the following undirected proxies. With respect to resolution one, authorization for the directors to fix the auditor's remuneration for the coming year, 131,381 shares. With respect to resolution two, re-election of Andy Borland as executive director, 97,383 shares. With respect to resolution three, election of Alan Isaac as non-executive independent director, 102,383 shares. With respect to resolution four, authorization that the maximum total pool of directors' remuneration payable by Scales to directors be revised, 117,386 shares. Your board supports these resolutions, and we intend to vote all these shares in favour other than resolution four in respect to which voting restrictions apply. That's the resolution relating to directors' fees.
I'll now move on to each of the resolutions, and resolution one relates to the remuneration of auditors. This proposed ordinary resolution is to authorize the directors to fix the auditor's remuneration for the coming year. In accordance with the Companies Act, Deloitte has automatically been reappointed as Scales auditor. As is usual with audit fees, due to the complexity and changing nature of the company's affairs, it is not possible to fix the remuneration at the beginning of the year. I now move, as an ordinary resolution, that the board is authorized to fix the auditor's remuneration for the coming year. Are there any questions on this resolution? I'm going to look to Steve now to. Quick notes, so I have to refer to the end report.
It's a combination of payment to the boards for the work they do in New Zealand in respect of their offshore subsidiaries and joint ventures, and then there's an element of third-party audits for their work on their joint ventures and subsidiaries offshore as well. The exact result is in the notes at the end of the report. I think maybe Nicole might be looking them up as we speak. No? 339, does that sound right?
Yep. That sounds, yeah. It's good. Never ask a question if you don't know the answer to it. Well done. Yep. Thank you. We'll now move to the next resolution if there are no further questions. Resolutions two and three relate to the re-election of a director.
The NZX listing rules state that directors must not hold office without re-election past the third annual meeting following the director's appointment or three years, whichever is longer. Accordingly, Andrew Borland and Alan Isaac are required to retire at this meeting. Resolution two relates to the re-election of Andrew, as we know him better, Andy Borland. Andy became Managing Director and was first appointed to the board in 2011. A brief biography for him was included in the notice of meeting. Andy, being eligible, offers himself for re-election, and the board unanimously supports his re-election and recommends that shareholders vote in favour of resolution two. I'd now like to invite Andy to briefly address the meeting on his proposed re-election. Over to you, Andy.
Thank you, Mike. It's easier if I do it up here.
First of all, shareholders that are here sort of get a double return because when I started as a director, apples were in lieu of dividends. When we stopped them, started paying cash, we got a hell of a tune-up from the shareholders because they really enjoyed those apples. Obviously, it's been a great privilege to be a director of Scales over these past 15-odd years. I am available and continue to respectfully ask that you give me your vote to continue to do so. I think the major task at Scales, being a diversified company, I've always sort of looked at it as being a key part of it is leading and growing the teams. Leading and growing the teams has been a key role for me.
I've enjoyed immensely working with the senior people and the younger people coming through, and what we're building up is very good talents within the industries that we operate in. We encourage the younger people to keep learning and improving so they can take over in the future. I think that the thing that sets apart Scales from our competitors and many of the industry we are in is the passionate hard work, skills that they've got, the training they've had to do the job right. We want to be at least first or second, preferably first, in terms of performance and abilities in the industries we work in. I think if you do vote for me, I'll continue to try to keep doing that and continue to grow and expand the teams. I look forward to being here next year if you vote for me.
Thanks, Andy. I'll now move as an ordinary resolution that Andy Borland be reappointed, sorry, re-elected as an executive director. Are there any questions on this resolution? Yes, sir.
It was interesting what you said, but what you were talking about really is management of the company rather than the governance. I just wonder how you managed to keep those two roles separate. You're the CE, basically, chief executive, and you're not allowed as the director to vote. You have different roles as both, and sometimes they will conflict. Presumably, the director appoints the CE as well.
Yeah, I don't vote on that one.
And review your performance.
Yeah. No, fair question. Governance is a key part of what we're talking about here, obviously. I have had a long history in governance. Did the IOD course way back in the day.
Did a Fonterra governance development program in the day, which was a great experience. They invested in other farmers looking to get into directorships, and that course was a very intense and valuable one. When Direct Capital came into Scales, they wanted to. They promoted me or invited me to become a director on the company. I obviously think about two things about governance from my point of view. The most important thing, as you say, is to get the CEO right. That's probably one of the most important jobs. I think then on the governance side, we're a company that's a bit complex, but it's a diverse agribusiness company, and we have to be careful that we treat governance very seriously in all of the subsidiaries we've got.
Generally, the Scales board looks over the top, looks at strategy, looks at the performance of me and the senior team, and really focuses us on the task of managing the various entities appropriately. I feel like I'm reasonably well qualified to be a director of Scales.
Thanks, Andy. It's a fair question because you don't often see managing directors' roles these days, but it's one that's been in Scales, and it has served us well. Just to be clear, we had a board meeting today, and Andy was very much the chief executive role there in the board meeting today. We have our nominations and rim committee that Tony Banton and I sit on. Andy's performance and his objectives and the review of all of those are done very rigorously between us as directors on that subcommittee. It's reported through to the board.
All of those things are covered off very professionally where we make sure that we do not sort of blur the lines between the Chief Executive role or being a director role. I can assure you he does not get an easy ride because he is a director as well as the Chief Executive. We hold him to account just as we would any Chief Executive. Thank you. It's a good question. Mike, I've got an online question. Yes. Andy, having developed a great team, when do you envisage passing the baton? Did everyone hear that question? Having developed a great team, Andy, when do you envisage passing that baton? Shall I bring the walking stick for you to stand up, Andy, to the chair? Yeah. Look, obviously, I think I was appointed by the company for another five years.
Two years ago, was it? Last year. Last year. Okay. Theoretically, that's four to go. I'd be 65 then, so that doesn't mean to say you've got to stop then, does it? Yeah, no current plans. Obviously, I'm enjoying what I'm doing, working with very good people. I probably did forget to say that I was chairman of Rabobank in New Zealand for three years, ran a fish company out here at Akerawa Salmon, which are not easy things to govern because you never know how the performance of the fish are going, as you can see with King Salmon. I think I've had a widespread experience as a director. To the other question, keen to stay working with a great bunch of people. Thanks, Andy. We look forward to your contribution for a little while yet. Thank you.
I'll move on to the next resolution unless there are any other questions. Steve, nothing else online? No. No. Okay. Thank you. Resolution three relates to the re-election of Alan Isaac. Alan was first appointed to the board in 2014, and a brief biography for him was included in the notice of meeting. Alan, being eligible, offers himself for re-election, and the board unanimously supports his re-election and recommends that shareholders vote in favour of resolution three. Alan has indicated that if re-elected, he intends to retire from the board prior to the next annual meeting, at which he would be required to stand for re-election. Following Alan's confirmation of his retirement, the board will look to appoint an additional director in accordance with the board's succession plan. I'd now like to invite Alan to briefly address the meeting on his proposed re-election. Thanks, Alan.
Thanks, Mike.
I welcome the opportunity to speak to you today briefly, whether you're in the room or somewhere online. By profession, I'm a chartered accountant, but I have had significant commercial experience with a number of leadership roles, both in New Zealand and overseas. Following a career with KPMG, when I retired in 2006, I've got involved in governance. I currently have roles on OceanaGold and Oceana Healthcare, and those companies I chair the audit and risk committee as I do at Scales. It's been a real privilege being involved with this board, with this company, and Andy and his leadership team since 2014 when the company listed. As Mike's indicated, and Andy's made reference to age, I'm a little bit older than that 65 that you referred to, so it's appropriate that I step down sometime in the future, in the near future, perhaps.
But in the meantime, I look forward to your support to continue to contribute to the governance of Scales.
Thank you. Thanks, Alan. Alan's one of the most recognised and probably celebrated directors in New Zealand, particularly around audit and risk matters. His contribution to the company and to the on our board has been immeasurable. I now move as an ordinary resolution that Alan Isaac be re-elected as a non-executive independent director. Are there any questions on this resolution? No? Nothing online, Steve?
Thank you. I'll move to resolution four then. Resolution four relates to a proposal to revise the maximum pool, total pool of directors' remuneration available to your board of directors from a total fee pool of $650,000 per annum to $625,000 per annum, payable for the 2025 year effective from the close of this annual meeting.
Shareholder approval is required under the NZX listing rule two point one, one, point, one. An appropriate fee structure is important to ensure that Scales can continue to attract and retain the right directorial skills and experience to govern your business, and that those directors are being fairly remunerated for the work they do. I recognize that this is a bit unusual and that the director fee pool is actually being reduced. The proposed change in the director's fee pool reflects a revision in the total pool due to the resignation of Nadine Tunley and also Shin from China Resources, while also taking into account a small increase in individual fees following benchmarking from a group of agribusiness peers to ensure remuneration is fair and reasonable for the size and performance of Scales.
This provides the board with a remuneration fee pool considered appropriate to remunerate a board of five non-executive directors, including for associated committee work. I now move as an ordinary resolution that the maximum total pool of directors' remuneration payable by Scales to directors in their capacity as directors be revised from $650,000 per annum to $625,000 per annum. In accordance with NZX listing rules, the directors and their associated persons are restricted from voting on this resolution. Are there any questions on this resolution?
Yes, sir.
It's a little bit smoke and mirrors, really, isn't it? Looks good on the face of it coming down.
Yes.
In fact, it's actually gone up because maybe the number of directors has shrunk or you're getting more. That's the short of it. That's exactly right. I'll ask Tony Banton to talk about the process that we went through.
Just to be clear, we have a policy where we only review fees every three years. The fees have not moved for three years. Unlike some companies, they do not move annually at all. Tony, do you just want to comment on the process by which we reviewed fees and looked at our peers? Yes, you're right. Maybe use the microphone, Tony. Sorry.
Yes, you're right. As part of the changes to directors' fees, we have conducted the three-year review. We look across, there are eight or nine other listed agribusinesses in New Zealand, all generally either exporters or a number of them like us have substantial operations around the world. We think they are the closest comparator set. We start by doing a review of the rates that are applying in those nine companies.
We also do a secondary review, which is looking at what has happened to directors' fees across the board, across the whole of the NZX market. There are a couple of independent bodies that do that review. The Institute of Directors do one review. Another group called SmartPay do another review. We also take account of the information available in those reviews. We also did a secondary check around how did the proposed adjustment compare to the inflation rate which is applied over that period. We wanted to make sure that the adjustment was well below the inflation rate. I think it works out to be about half of what the CPI would have been over those three years. Yeah, that's the work that we do to make the assessment of what is appropriate in the circumstances.
We're careful in the notice really to set out that the fee pool has been reduced because the number of directors it's applying to has reduced. At the same time, the amount per director has gone up, which we hope is a very appropriate amount.
Yes, sir. Mr. Chairman, the working companions, does money come out of that or separate package? No, he's on a separate package. Yes. Yep. He gets paid as a Chief Executive when he sits here in the Managing Director's role.
Yes.
Is there a minimum for an average amount of hours that these directors provide?
Yes, there is. We have a set program and timetable throughout the year. I can't remember the exact hours it is, but we're talking about somewhere between five and ten board meetings a year. Some of them will be one day.
Some of them will be two days, depending on where we are. There'll also be board meetings in between the physical meetings. There may be, for example, we had a board call last night to discuss the revising of the market guidance to the market this morning. There are other duties that people are doing as directors on subcommittees. Miranda on the Health and Safety subcommittee, for example, went and visited ProFruit, our plant in Hastings, when we were there in the afternoon after our board meeting that day. There are a lot of duties that directors are doing, as well as site visits in between board meetings as well. I couldn't tell you what the exact hours are, but we're certainly working on Scales every week for sure. And what percentage would be being done online versus the expense of airline travel accommodations when people travel?
We're doing probably about a quarter of our meetings online, and the rest of them are at sites. What we do is we try to rotate them around the places where we have our businesses. We meet in Hawkes Bay, where Mr. Apple is, and ProFruit, and we take the opportunity to meet with the teams while we're there. Very important for us in our business, we think. Developing the culture means that the directors talking and meeting with the staff on the ground is a critical part of actually having a company like ours that has a positive culture. We don't see ourselves as being on a pedestal any different from anyone working in the business. For us, just to be talking to orchard managers or into the ProFruit team or meeting with people in Mr.
Apple or in logistics up in Auckland or down here in Christchurch like we've been today, meeting with the team in the head office and corporate office here today. We do probably, I'd say, about a quarter of it online and about three quarters probably in person. Thank you. That's a very powerful response. Thanks. Any other questions on the remuneration?
Okay. Those are the four resolutions. Ladies and gentlemen, that concludes our discussion on the items of business. I'll close the voting online very shortly. If you haven't already done so, please cast your votes now. A reminder of how to vote online is shown on screen. Computershare will now come around and collect the voting papers from shareholders in the room.
Once all of the votes have been cast, they'll be counted by the company's share register, Computershare, and scrutinized by the company's auditor. The results of today's meeting will be released to the NZX on the completion of verification of voting. We will now move to finalize voting and answer general questions. I'll just give a wee pause for you to put your voting papers in the boxes that are coming around. Voting will not be closing yet, so we can carry on. You can continue to ponder if you need to. Great. We'll move on to the questions. If there are any questions on the reminder results, sorry, on the financial results, the business update, or any other matters you'd like to raise, for those online, please do so through the Computershare online meeting platform. A reminder of the process is shown on the screen.
Just click on the Q&A tab. For those of you present, I'll now open the floor to any questions. Just a reminder that if we run out of time to respond to all questions now, we'll respond to any additional questions in writing following the meeting. We have got plenty of time, so we're more than happy to answer questions if you have any. Any questions from people in attendance for a start before we move to online?
Yes, Frank. We've got a roving mic here. Here we go.
Yeah. My name's Frank Stewart. I represent the Shareholders' Association. We hold about just over two million proxies to vote, and we are voting for all the resolutions in favor. Two questions. One is a question I normally ask because there's about 70 in this room. How many are online? Here we go. Steve Kennelly.
I've had a couple of updates, and the latest number was 51 online.
Thank you. The second question relates to the Craigmore sale. They're a competitor of yours, and I just wonder what was in it for—I want more details of it. What was in it for them and what was in it for you?
Yeah. Competitor, yeah. Sort of an industry player, I would more say maybe. Look, for us, we've done business with Craigmore before. We had a leased property in Parker Hutt that the tenant was going broke. How long ago? Ten years ago, Andrew? Ten or twelve years ago, we sold that. We got him to buy the property, and then we carried on leasing it. We were short of capital at the time. We were not wanting to put more capital in, so we did that deal with Craigmore.
We've been a tenant of Craigmore's for 12 years, say, and they've been very good to deal with. Obviously, they've continued to raise money mainly from offshore, and they need to get approval from the Overseas Investment Office to invest and buy more farmland. They were looking for land that needed to be developed. The Bostock transaction, we bought developed land with Dazzle and other good premium varieties already planted, but were able to sell two of our undeveloped orchards to Craigmore, and they needed to do the development to get the Overseas Investment Office approval. That was a good fit for all parties. I think more importantly, for us, it was probably just more of an allocation of capital. We didn't necessarily want to put more capital into horticulture, so we were just allocating it to higher returning orchards out of.
Craigmore's got, dare I say, more patient money coming out of Europe that isn't necessarily looking for the sort of returns that a listed company here in New Zealand needs to make. I think it was a good fit. They continue to—those apples are not lost to us completely. We pack them. We will export them. We're collaborating with Craigmore in the breeding now because they've invested into Fruitcraft, and they're a good partner in there as well. We sort of see them as complementary business partners, I say, rather than competitors. I think certainly from our perspective, we have some post-harvest expertise. It's complementary to Craigmore's desire to actually own land assets. They are picking particularly assets that they can improve and be very high-class land-owning food-producing assets. Yeah.
Across all of the farming practices, dairy, forestry, and horticulture, those three anyway that I know they're involved in, their fund has got more than NZD 1 billion in it now. It is a big player.
Yes, sir. The $4.3 million man, is he a Kiwi or?
No, no. He lives in New York half of the year and Florida the other half dodging tax. Minimising tax, my audit risk man tells me. Yeah. Look, Brett's a great operator, and those sort of remuneration packages are not necessarily very common here, but they are in that market. Yes, sir. Yeah. The Chinese. Just speak. Oh, sorry. Thank you. The Chinese were the cornerstone shareholders. Is that correct? They took over Ellen Hubbard's interest. Is that correct? No. Direct Capital's last shareholding. Yep. Okay. Might be a silly question, but where did that shareholding end up?
Is it dispersed through the market or? Yeah. Very much so. Went to a number of institutions, increased or come in new. A couple of Australian ones came in, and then a lot went out to the retail through their brokers. It was very good for us. It gave us more shareholders, and I guess a greater spread had actually, from an NZX point of view, or it improved our liquidity profile by not having those shares tied up in one owner. ACC, Harbor, a number of those big investment institutions either came in new or increased. It was a win. They were a good shareholder to have. They changed their investment strategy and had other things to do with the money. We had a very good, amicable relationship with them right through and enjoyed them being a shareholder.
For their good reasons, they left, and they had a very successful return out of Scales over the eight years they were shareholders. The point about that too, they were a form of access to the Chinese market, were they not? Did they access it for you? Look, early on they did, but their philosophy changed a little bit. So really, their benefit to us was they were one of China's iconic companies, a state-owned enterprise, employed 500,000 staff. They built the Wuhan hospital in COVID. They are builders, they are farmers. They are right across. They are a conglomerate. It was very positive for us, Scales, to have them as a shareholder in the Chinese market because you said, "Oh, well, China Resources are our shareholder," and that was a plus. People still remember it, but there was no problem with them necessarily.
We still have very good access into China through the Free Trade Agreement. Absolutely.
Thank you. I think one of the things that has been interesting in the last few years is we've really taken more of a marketing and direct control of our sale of our apples into China, for example, has been just how successful that's been. You'll see Dazzle by Mr. Apple. Our apple varieties now are by Mr. Apple, and it's become very well known in the market that Mr. Apple is a quality brand of apple and produce up in China. Actually, the efforts of our marketing teams have probably been better than necessarily having a Chinese shareholder that was a cornerstone. We're pretty excited about how that's tracking. Other questions from in the room? Yes, sir, in the front here. Yeah. I'm Warren Walpole, shareholder. Yes.
There was a lot of damage done to the orchards in Hawkesbury by the rainstorms a few years ago. What I'd be interested to know is, has it been possible for the company or for the regional authorities to provide better protection to the orchards by way of perhaps increasing the height of stop banks or whatever? I'm happy to answer the stop bank question because I'm a bit on top of that. There is a plan to lift the stop banks, but that has not happened yet. So there's a lot of remedial work that needs to happen. I live in Hawkesbury, so there needs to happen to those stop banks. There's been a lot of buildup in the river course itself, which appears to have lifted the height of the river as well.
There's actually quite a bit of concern still about where that is at in Hawkesbury, but that plan is now getting actioned, and we're pretty confident that that will bring back a bit more resilience to the orchards. Andrew, did you have any comments on that? Or Andrew van Workum from Mr. Apple, you? Yes. Councils haven't got a lot of money in Hawkesbury at the moment after dealing with the cyclone, but they're getting on with it. The government has provided quite a lot of support.
Okay. At the moment, it's still at risk. It is at risk, but I guess there are some orchards that were more susceptible, Andrew, that we haven't continued farming, have we? There were some of those leased blocks that we now no longer farm. Yeah. We had three leases that we moved up through. We all know severe damage.
Our own existing orchards that were damaged were sort of bits and pieces, and we've restored those all, and the trees are back and growing. You walk onto an orchard now and you see Lochblood. Y
es. There is definitely the remediation has been very successful. We can never be too sure because rainfall events seem to be getting more intense, but it's one thing we're very aware of. Any other questions from in the room? Yes, sir, on the corner there. Yeah.
You've updated your profit. What about dividend? Y
eah. You've got to take a lot of apples with you, Paul. No. But honestly, as the profit does grow, we'll obviously just hold within our range. If we can lift the quantum and hold the range, that should increase over time. I think we've committed to 50%-75% of NPAT attributable, Steve?
That's right. And paid $0.625. $0.625 last year. I'm a shareholder too. I'd like to see it growing as well. Excellent. Any questions online, Steve? We have a number, actually. The first one is, will Scales hold more AGMs in the North Island? If I did a poll in the room here, I think they'd say no. It is quite warm up there today. It's a very good point. We have had one before, haven't we, in my time? We've had one pre-COVID, yeah. Yeah. We would definitely consider it. Sorry.
Next question is, what new tariffs does Scales face? And supplementary question, are you taking proactive steps to mitigate these tariffs?
Yes. Yeah, we are. Andy, if you're— Yeah.
Look, in most cases, but ProFruit for a start, the two customers that we have, our longest-standing customers, both emailed us almost the day that they were announced and said that they would pay the tariffs, told us that there's not going to be—add it to the bottom of our invoice, basically. And then across most of our pet food customers in Europe and into the U.S. have also agreed to pay. So it's largely been mitigated by the entities we deal with because we are sending them, in many respects, stuff they can't necessarily get from their local market. I mean, there's a lot of juice in the world, but there's no juice like our juice. But I think that was the question, wasn't it? It was.
But I think this has been a very active question.
The tariffs that have been imposed, particularly into the U.S., are something that we're all asking as exporters. I know that companies I'm involved with, we're all insisting that the importer pays the tariff. Some of those discussions are still alive and ongoing because some of the product hasn't yet hit the market that's subject to those tariffs. At this stage, we're seeing pretty good acceptance and uptake of the fact that the tariffs were born in the U.S. and they should stay in the U.S. I'm not saying that it's going to stay like that forever, but we're tracking pretty well so far.
As we said in our document here, the greater concern is where does it all end up in terms of global economics.
We've put that out there that there's an ongoing risk if China and America can't sort of get to agree reasonable terms, the economies might not go so well.
Yep. The last question, with the withdrawal of the China Resources cornerstone shareholder, isn't Scales vulnerable to takeover activity? Our shareholder base has now spread a bit wider. I'll defer to the experts here, like Tony Banton maybe, but I think, as we said earlier, we feel it's been a net positive in terms of having a broader set of shareholding. I think it was also known for some time that China Resources' change of strategy meant a desire to realise or sell out of their New Zealand interests.
That sort of created a little bit of an overhang in the market for a period while that knowledge was there, but they had not been able to realise their stakes. I think from a board point of view, we ultimately, I mean, it was China Resources' decision, but from our point of view, ultimately, it has been significantly positive to our register going forward in terms of the makeup of it. I guess you could make the same comment about any listed company, really, that has a wide range of shareholders. We are no different in that sense to anyone else who is a listed company with a wide range of shareholders. That is an element of life, I guess, for any listed company for which we are no different. It is not something we are sensitive to or overly concerned about.
We're focused on maximizing the value of the company on a daily basis. The first thing to do is to perform in terms of our trading. That's a key thing. The decision will be in your hands as shareholders. Steve, anything? No further questions online.
Okay. Any further questions in the room? Okay. Ladies and gentlemen, that concludes our discussion on the items of business. Shortly, I'll close the voting system online. Please ensure that you've cast your vote on all resolutions. I'll now pause to allow you time to finalize those votes. I think everyone's vote has been picked up from in the room. Okay. Voting is now closed. The results of all votes will be released to the NZX later today. Ladies and gentlemen, there doesn't appear to be any further business for discussion.
That brings us to the end of formal business for Scales Corporation 2025 annual shareholders meeting. I'd like to thank you all for attending today and taking the time to come along and hear of our results for the past year, whether it's online or in person, and wish you all the very best for the week and the year ahead. Thank you very much. I now declare the meeting closed and invite those in attendance to stay on for light refreshments and the opportunity to have informal discussion with directors and any of the staff and management team and round involved. Thank you very much.