Invest in your future and enjoy the benefits

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1 Lion Employee Benefit Plan Annual Report for the year ended 31 March 2014 Invest in your future and enjoy the benefits

2 TABLE OF CONTENTS Annual Review 1 Investment Returns 1 Crediting Rates 1 Investments 2 Long Term Growth Fund 2 Overall Returns 2 Your Scheme Returns 4 Targeting Your Savings 4 Varying Your Investment Options 4 Statutory Information 5 Membership 5 Amendments to the Trust Deed 5 Actuarial Valuation Report 5 Privacy Act 5 Complaints Procedure 5 Trustee 5 Trustee Certifications 6 Directory 6 Summary Financial Statements 7 Auditor s Report 9

3 ANNUAL REVIEW The trustee, Lion Nathan Nominees Limited, presents the annual report for the Lion Employee Benefit Plan for the year ended 31 March Investment returns The Long Term Growth Fund had another good year. Strongest returns came from shares and New Zealand shares in particular. Fixed interest securities had a more difficult time as longer-term interest rates started to rise. The Savings Scheme and the Capital Secure Fund again provided similar returns to the previous year as shorter-term interest rates remained at near record lows. Crediting rates The effective crediting rates applied to the daily balances in members accounts for the year ended 31 March 2014 and for the previous two years are as follows: Long Term Growth Fund Savings Scheme Capital Secure Fund 31 March March March 2012 Average return over last 3 years (% p.a) 8.1% 7.4% 0.2% 5.2% 2.0% 2.0% 2.1% 2.0% 2.0% 2.0% 2.1% 2.0% These rates are after tax at 28% and expenses and are the net returns applied to members accounts. Banks and investment institutions often quote a gross return for an investment which is the return before tax. The following graph shows the crediting rates applied to the account balances of members who became entitled to a benefit or where applicable, made a withdrawal during the year. Crediting rates applied during the year 9% 6% 3% 1 0% 30 June Sep Dec Mar 14 Quarter ended Long Term Growth Fund Savings Scheme Capital Secure Fund

4 INVESTMENTS Long Term Growth Fund The return to members after tax and expenses was 8.1% for the year. The benchmark (or target) investment allocation for the Plan s assets continues to be: Asset class Fund % of Plan assets Trans-Tasman shares International shares (hedged) International shares (unhedged) MSIT Trans-Tasman Shares Investment Option MSIT Hedged Overseas Shares Investment Option MSIT Overseas Shares Investment Option 14% 18% 18% 2 Fixed Interest securities * Cash * AMP Capital NZ Fixed Interest Fund AMP Capital NZ Cash Fund 25% 25% * During May 2013 the Plan s investments in fixed interest securities and cash were transferred from the MSIT New Zealand Fixed Interest Fund and the MSIT Cash Fund to the AMP Capital NZ Fixed Interest Fund and the AMP Capital NZ Cash Fund respectively. Overall Returns The Investment Objective for the Long Term Growth Fund is to achieve an average annual investment return of between 2.5% and 4.5% after tax and inflation over a 10-year period. The chart below shows that like all similar superannuation schemes, the Fund s long-term returns continue to be dragged down by the global financial crisis. However, while the global financial crisis has had the most significant impact, the 10-year period also encompasses the sub-prime housing market collapse and the European debt crisis. Average return over 10 years after tax, inflation investment and administration fees 6% 4% 2% 0 Mar-05 Mar-06 Mar-07 Mar-08 Mar-09 Mar-10 Mar-11 Mar-12 Mar-13 Mar-14 Investment objective range Copies of the Plan s Statement of Investment Policy and Objectives are available free of charge from the secretary to the trustee at the address shown on page 6.

5 The Plan s assets continue to be invested approximately half in growth assets (trans-tasman and international shares) and half in defensive assets (New Zealand fixed interest and cash). In superannuation terms, this is a fairly conservative asset allocation. The average asset allocation of balanced funds participating in the Mercer Managed Fund Survey is 60% in growth assets and 40% in defensive assets. The graph to the right shows the Fund s gross returns (that is, returns before tax and expenses) over the last year and the last three years, and compares them against returns earned by the major superannuation fund managers in New Zealand. It shows that over the last year, returns varied between 8.4% (AMP) and 12.6% (Mercer). Despite the LTGF s lower weighting to shares than most balanced managers, the Fund had another good year returning 10.3% against 10.4% last year. Over three years, ANZ (formerly OnePath) was again the top performing fund with an average return of 11.2% over three years. The LTGF s average annual return over the last three years was 8.1%. Long Term Growth Fund s performance compared with major NZ superannuation fund managers Return (before tax and fees) % 8.5% AMP For 1 Year Average over 3 Years (pa) Sector returns 12.6% 9.0% Mercer 8.7% 7.5% NZAM 11.4% Tyndall Survey median Source: Mercer Manager Fund Survey The gross returns for the year (that is, before tax and expenses) for each of the sectors were as follows (with the return for the previous year shown in italics): International Shares 17.9% 11.5% Concern about the future of the US Federal Reserve s asset-purchasing programme and US domestic political squabbles saw returns from international shares start the Plan year slowly. However, once these matters were resolved, markets forged ahead before weakening in the final quarter, following the release of soft economic data out of China and the US. Continued unrest in the Ukraine was another unsettling influence on world financial markets later in the Plan year. Trans-Tasman Shares 23.4% 26.1% Trans-Tasman shares, especially New Zealand shares, had another impressive year. The local economy progressed nicely on the back of improving business and consumer confidence, increased net immigration and the Christchurch rebuild. Returns from the Australian market were more moderate, reflecting resource sector weakness, mixed economic data and concerns about growth in China. ANZ 11.2% 10.4% 8.9% 10.3% Lion 8.1% 10.1% 8.7% 3 Fixed Interest Securities -0.6% 7.1% The return from fixed interest securities reflects a challenging environment for this sector as interest rates started to rise in response to improving economic growth. (A fixed interest security has an interest rate attached to it at the time of purchase. When interest rates rise, the value of existing securities with lower interest rates falls.) Cash 3.5% 3.3% Cash posted a slightly improved return as in line with market expectations, the Reserve Bank lifted its official cash rate at the March review and signalled more rate hikes to come.

6 4 Your Scheme Returns Savings Scheme The return to members, after tax and expenses, was 2.0%. The Savings Scheme s assets, which stood at $3.10 million as at 31 March 2014, are invested in cash and fixed interest to reflect the returns declared to members who invest in this scheme. The Savings Scheme s returns are calculated quarterly using the following formula: the return on 90-day bank bills for the quarter; plus 0.5% pa (a margin allowance over market rates) less a contribution to expenses of 0.7% p.a. and tax. When comparing the Scheme s return with other investments, such as bank deposits, you should take into account that the return from the Scheme is after tax and that, in addition to investment earnings, you may also be entitled to the company subsidy. Capital Secure Fund The total return to members after tax and expenses was also 2.0% for the year. The Capital Secure Fund s return is calculated quarterly using the same formula as the Savings Scheme as set out above except that it uses the published annual yield on 90-day bank bills at the beginning of each quarter. The Capital Secure Fund s assets are invested in cash and fixed interest investments to reflect the returns declared to members who invest in this scheme. Like the Savings Scheme, the Capital Secure Fund is designed for investors who are prepared to accept more modest returns over the long term in exchange for the security of knowing that there is limited risk of receiving a negative return. The Capital Secure Fund s assets stood at $2.02 million as at 31 March Targeting Your Savings It is also important to consider whether your savings are invested in the most appropriate scheme within the Lion Employee Benefit Plan. Although the Long Term Growth Fund can generally be expected to provide better returns over the longer term, it can produce a negative return in some years (as it did in the 2007/2008 and 2008/2009 Plan years). After considering your investment goals and your willingness to accept the risk of negative returns in the shorter term in exchange for potentially higher returns in the longer term, you may want to reallocate your savings between the schemes. The trustee recommends that you obtain independent investment advice from an authorised financial adviser before making a decision to reallocate your savings. Average Annual Return to Members Over 10 Years 6% 4% 2% 0% 3.9% 3.9% Savings Scheme The graph above compares the average annual crediting rates applied to members account balances in the Savings Scheme, Capital Secure Fund and Long Term Growth Fund over the last 10 years. Varying your investment options Capital Secure Fund In February and August each year you will be sent a Variation Form to complete if you wish to change the way in which your contributions are invested or transfer all or part of your existing account balance to another investment fund. Variation forms are also available on Use the Investment Choice Planner on the Investment page of co.nz to see how changing to a different scheme (or schemes) affects the overall split between growth and defensive assets and the percentages of your savings invested in each asset class. If you are considering changing investment options remember that: 4.4% Long Term Growth Fund you are not permitted to transfer any part of your existing account balance to the Savings Scheme; you may not withdraw money from the Capital Secure Fund or the Long Term Growth Fund until you leave Lion or reach age 65; and any changes to your contribution rate or transfers from one scheme to another take effect from the following 1 April and 1 October each year. Call the freephone 0800 LION SUPER ( ) for more information about changing your contribution rate or transferring account balances.

7 STATUTORY INFORMATION Membership Membership for the year ended 31 March 2014 was as follows: Members as at 31 March New entrants 35 Death (1) Retirement (1) Resignations (47) Members as at 31 March Pensioners as at 31 March Death (1) Pensioners as at 31 March Amendments to the Trust Deed The Plan s trust deed was amended by a deed dated 11 November 2013 to comply with new anti-money laundering legislation. As a result of the amendment: Contributions can only be paid into the Plan through payroll; and Lump sum contributions can no longer be accepted. However, with the trustee s agreement, lump sum amounts can be transferred between the Schemes as before. Copies of the trust deed, along with the member booklet and investment statement and latest actuarial valuation are held at most sites please contact the People and Culture team directly or search the onlion intranet site if you wish to see these documents. Actuarial Valuation Report The financial position of the Plan is reviewed by an actuary at least once every three years. The most recent actuarial review of the Plan, carried out as at 31 March 2013, revealed that the Plan was in a healthy financial position and the benefits which were accrued to date were fully funded when compared to the value of the existing assets. The actuary recommended to the company that no contributions were required to be made to the Plan for the three year period to 31 March The company has accepted the actuary s recommendation. Privacy Act Your personal information may be held by and, when necessary, passed between the company, the trustee and the Plan s professional advisers for the purposes of the Plan. If you wish to check or amend your personal information, please contact the Plan s administration manager at Mercer (N.Z.) Limited. Complaints Procedure As required by law, the trustee has registered with an independent disputes resolution scheme. The trustee has selected the scheme operated by Financial Services Complaints Limited (FSCL) and approved by the Ministry of Consumer Affairs. All complaints should initially be addressed to the secretary to the trustee. The procedure is that the trustee will investigate any complaints received via the complaints officer and respond (in writing) within 40 days. If you are not satisfied by the trustee s response, you may refer the matter to FSCL by ing info@fscl.org.nz or calling FSCL on Alternatively you may write to FSCL at: Financial Services Complaints Limited, 101 Lambton Quay, P O Box 5967, Lambton Quay, Wellington Full details of how to access the FSCL scheme can be obtained on their website Trustee The Plan s trustee is Lion Nathan Nominees Limited. The directors of the trustee at 31 March 2014 were: Bruce Longhurst Elizabeth Read Gavin Walker Diane Walsh Changes to the trustee directors There have been no changes to the directors since the date of the last annual report. Secretary As noted in last year s annual report, Pat Simmons of Mercer (N.Z.) Limited resigned as the secretary to the trustee with effect from 28 June Betty Saw has been appointed as secretary to the trustee. 5

8 TRUSTEE certifications DIRECTORY 6 The trustee of the Lion Employee Benefit Plan hereby: states that as at 31 March 2014 all the contributions required to be made to the Plan in accordance with the terms of the trust deed and the most recent actuarial valuation report have been made; certifies that as at 31 March 2014 all the benefits required to be paid from the Plan in accordance with the terms of the trust deed have been paid; certifies that the market value of the assets of the Plan as at 31 March 2014 exceeded the total value of the benefits that would have been payable had all members of the Plan ceased to be members at 31 March 2014 and had provision been made for the continued payment out of the Plan of all benefits being paid to members and other beneficiaries as at 31 March Signed for and on behalf of the trustee, Lion Nathan Nominees Limited, by: Director Director Additional disclosures required under the Securities Act 1 No trustee, promoter or manager of the Plan, or any director of that trustee, promoter or manager has, during the 5 years preceding 31 March 2014, been adjudged bankrupt or insolvent, convicted of any crime involving dishonesty, prohibited from acting as director of a company, or placed in statutory management or receivership. 2 During the year ended 31 March 2014, more than 10% of the value of the Plan s assets was invested in securities issued by Mercer Investments (New Zealand) Limited as issuer in respect of the Mercer Overseas Shares Fund and the Mercer Hedged Overseas Shares Fund in the Mercer Super Investment Trust, being a registered superannuation scheme. 3 No legal proceedings or arbitrations that may have a material adverse effect on the Plan were pending at 31 March The trustee states that in its opinion neither the value of the Plan s assets relative to its liabilities (including contingent liabilities) nor the ability of the Plan to pay its debts as they become due in the normal course of business have materially and/or adversely changed since 31 March As there was no shortfall, as defined in condition 7 of the Securities Act (Employer Superannuation Schemes) Exemption Notice 2004, no further disclosures are required for the year ended 31 March The trustee appoints independent professionals to provide specialist services to assist in the smooth running of the Plan. Actuary and Administration Manager Mercer (N.Z.) Limited Auditor Deloitte Insurer AMP New Zealand Solicitors TGT Legal Investment Managers Trans-Tasman shares Devon Funds Management Harbour Asset Management Milford Overseas shares 1 Arrowstreet Baillie Gifford BlackRock ETF Franklin Templeton Global Equities Global Thematic Partners Hexavest Lingohr Schroders NZ fixed interest 2 AMP Capital Investors Cash 2 AMP Capital Investors 1 During the year Edinburgh Partners ceased to manage assets on the MSIT s behalf and Arrowstreet and BlackRock ETF were appointed. 2 As noted elsewhere in this report during May 2013 the Plan s investments in fixed interest and cash were transitioned from the MSIT to AMP Capital. Enquiries All day day-to to-day enquiries relating to members account balances should be directed to the Plan s administration manager: C/- Shyam Kanji Phone: (04) Fax: (04) (or call (09) to be transferred to Mercer, Wellington) All correspondence from members to the trustee should be sent to: Betty Saw Secretary to the trustee Lion Employee Benefit Plan C/- Mercer (N.Z.) Limited PO Box , Auckland City, Auckland 1143 Phone: (09) Fax: (09)

9 SUMMARY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2014 LION EMPLOYEE BENEFIT PLAN Statement of Changes In Net Assets Investment Activities Net Investment Income Group Life Proceeds Net Income 2014 $ 517, , , $ 884, ,315 1,278,164 Less Other Expenses Administration and Actuarial Fees Auditor s Remuneration Audit Fees Auditor s Remuneration Taxation Consulting Group Life Premiums Group Income Continuance Premiums Legal Fees Other Expenses Total Other Expenses 140,022 16,905 15, ,727 73,561 19,245 94, , ,006 16,100 26,145 92,026 81,781 23,250 51, ,451 Change in Net Assets before Taxation and Membership Activities Income Tax (Credit)/Expense Change in Net Assets after Taxation and before Membership Activities Membership Activities Member Contributions Less Benefits Paid Net Membership Activities Net Decrease in Net Assets During Year Add Opening Net Assets at 1 April Closing Net Assets at 31 March Summary Statement of Net Assets Assets Financial Assets Cash at Bank Other Current Assets Non-Current Assets Total Assets Less Liabilities Benefits Payable Sundry Creditors Total Liabilities Net Assets Available for Benefits 252,061 (30,140) 282,201 2,054,983 2,963,474 (908,491) (626,290) 13,844,397 13,218,107 13,006, , ,069 28,215 13,320,146 38,679 63, ,039 13,218, ,713 80, ,905 2,061,064 3,364,972 (1,303,908) (529,003) 14,373,400 13,844,397 13,635, , ,862 18,198 13,976,769 86,539 45, ,372 13,844,397 7 Vested Benefits* 10,177,198 10,226,693 Statement of Cash Flows Net Cash Flows from Operating Activities Net Cash Flows from Investing Activities Net (Decrease)/Increase in Cash Held Cash at Beginning of Year Cash at End of Year (1,187,415) 1,160,000 (27,415) 153, ,814 (1,164,062) 1,297, ,938 20, ,229 * Vested Benefits are benefits payable to members or beneficiaries under the conditions of the trust deed on the basis of all members ceasing to be members of the Plan at balance date.

Notes to the Summary Financial Statements A summary of the Plan s audited financial statements for the year ended 31 March 2014 which were authorised for issue by the trustee on 23 July 2014 is shown

10 Notes to the Summary Financial Statements A summary of the Plan s audited financial statements for the year ended 31 March 2014 which were authorised for issue by the trustee on 23 July 2014 is shown on page 7 of the annual report. The summary financial statements have been extracted from the full audited financial statements which were authorised for issue by the trustee on 23 July The summary financial statements have been prepared in accordance with FRS-43 Summary Financial Statements. The full financial statements have been prepared in accordance with generally accepted accounting practice and they comply with New Zealand equivalents to International Financial Reporting Standards (NZ IFRS). The Plan has made an explicit and unreserved statement of compliance with NZ IFRS in note 2 of its full financial statements. The financial statements are presented in New Zealand dollars because that is the currency of the primary economic environment in which the Plan operates. The summary financial statements cannot be expected to provide as complete an understanding as provided by the full financial statements of changes in net assets, net assets and cash flows of the Plan. A copy of the full financial statements can be obtained, free of charge, from the Plan s administration manager. The Plan is a profit orientated entity. The auditor has examined the summary financial statements for consistency with the audited financial statements and has issued an unmodified opinion on both the full financial statements and the summary financial statements. 8

11 INDEPENDENT AUDITOR S REPORT To the members of the Lion Employee Benefit Plan Report on the Summary Financial Statements The accompanying summary financial statements of the Lion Employee Benefit Plan (the Plan) on page 7, which comprise the summary statement of net assets as at 31 March 2014, and the summary statement of changes in net assets and summary statement of cash flows for the year then ended, are derived from the audited financial statements of the Plan for the year ended 31 March We expressed an unmodified audit opinion on those financial statements in our report dated 23 July The summary financial statements do not contain all the disclosures required for full financial statements under generally accepted accounting practice in New Zealand. Reading the summary financial statements, therefore, is not a substitute for reading the audited financial statements of the Plan. This report is made solely to the Plan s members, as a body. Our audit has been undertaken so that we might state to the Plan s members those matters we are required to state to them in an auditor s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Plan s members as a body, for our audit work, for this report, or for the opinions we have formed. Trustee s Responsibility for the Financial Statements The trustee is responsible for the preparation of a summary of the audited financial statements, in accordance with FRS-43: Summary Financial Statements. Auditor s Responsibilities Our responsibility is to express an opinion on the summary financial statements based on our procedures, which were conducted in accordance with International Standard on Auditing (New Zealand) (ISA (NZ)) 810: Engagements to Report on Summary Financial Statements. Other than in our capacity as auditor and the provision of taxation compliance services, we have no relationship with or interests in Lion Employee Benefit Plan. Opinion In our opinion, the summary financial statements are correctly extracted from the audited financial statements of the Lion Employee Benefit Plan for the year ended 31 March 2014 and are consistent, in all material respects, with those financial statements, in accordance with FRS Chartered Accountants Wellington, New Zealand

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