Seeka Provides Notice of Meeting – ASM
Seeka Limited
Annual Shareholders Meeting
Thursday 27 APRIL 2017
2:30pm
PLEASE BRING YOUR ENCLOSED PROXY FORM TO THE ANNUAL
SHAREHOLDERS MEETING AS THE BARCODE IS REQUIRED FOR REGISTRATION
Page 2. Notice of Annual Shareholders Meeting
Page 5. Candidate Profile — Martyn Brick
Page 6. Candidate Profile — John Burke
Page 7. Candidate Profile — Cecilia Tarrant
Page 8. Location of Annual Shareholders Meeting
2
Seeka Limited
Notice of Annual Shareholders Meeting
NOTICE is hereby given that the Annual Meeting of Shareholders of Seeka Limited ("Seeka") will be
held at Club Mount Maunganui (Inc.), 45 Kawaka Street, Mount Maunganui on Thursday, 27 April
2017 commencing at 2.30pm.
Ordinary business
The business of the Meeting is:
1. Annual Report and Accounts
To receive, consider and adopt the Annual Report of Seeka and the Financial Statements for the year
ended 31 December 2016 together with the Auditor’s Report thereon.
2. Directors
To consider, and if thought fit, to pass, the following ordinary resolutions:
a. To re-elect Martyn Brick as a Director.
b. To re-elect John Burke as a Director.
c. To elect Cecilia Tarrant as a Director.
Notes to these ordinary resolutions
Profiles of each candidate standing for election are enclosed.
In accordance with clause 24.1(j) of Seeka's constitution, Martyn Brick and John Burke retire by
rotation and, being eligible, offer themselves for re-election.
In accordance with clause 24.1(c) of Seeka's constitution, Cecilia Tarrant offers herself for election.
The Board supports and recommends that shareholders vote in favour of the election of Martyn
Brick, John Burke and Cecilia Tarrant.
No other nominations have been received.
3. Appointment and Remuneration of Auditors
To record the re-appointment of PwC (PricewaterhouseCoopers) as auditor of the Company, and to
authorise the Directors to fix the remuneration of the auditor for the coming year.
General Business
To consider any other matter that may be properly brought before the Meeting.
3
2017 Annual Shareholders Meeting
Voting and proxies
The Chairman advises that, pursuant to Seeka’s constitution, he will call for voting on all resolutions
to be by way of a poll, meaning that each Shareholder has one vote for each share held.
Resolutions 1, 2a, 2b, 2c, and 3 are ordinary resolutions and must be passed by a simple majority of
the votes of those Shareholders entitled to vote and voting on the resolutions.
Every Shareholder, or that Shareholder’s proxy or representative, is entitled to attend the Meeting
and vote.
Any Shareholder entitled to attend and vote at the Meeting may appoint a proxy to attend and vote
on that Shareholder’s behalf. The proxy need not be a Shareholder. You may appoint the Chairman
of the Meeting as your proxy. If you appoint the Chairman of the Meeting as your proxy and do not
direct the Chairman how to vote in the proxy form, the Chairman will vote in favour of Resolutions 1,
2a, 2b, 2c, and 3.
A corporation that is a Shareholder may appoint a person as its representative to attend the
meeting and vote on its behalf, in the same manner as that in which it could appoint a proxy.
A proxy form accompanies this Notice of Meeting. If you are unable to attend the Meeting in
person, please complete the Proxy Form and return it in the reply-paid envelope provided (Link
Market Services, PO Box 91976, Victoria Street West, Auckland 1142) or fax to 09 375 5990 or scan
and email to meetings@linkmarketservices.co.nz (please put the words “Seeka Proxy Form” in the
subject line for easy identification) to arrive no later than 2.30pm on Wednesday 26 April 2017.
Alternatively, you may lodge your proxy online. Go to
https://investorcentre.linkmarketservices.co.nz/voting/SEK.
Initial information including your CSN and FIN will be required to successfully validate your holding
online before shareholding information and voting pages are displayed.
A Shareholder will be taken to have signed the Proxy Form by lodging it in accordance with the
instructions on the website.
The appointment of a proxy or representative does not preclude a Shareholder from attending and
voting at the Meeting.
4
Seeka Limited
Independence of Directors for Listing Rule purposes
NZX Main Board Listing Rule 3.3.5 requires Seeka to specify in this Notice of Meeting the Board’s
view of whether or not a nominee would qualify as an Independent Director under the NZX Main
Board Listing Rules.
Generally, a Director will be considered to be independent for the purposes of the NZX Main Board
Listing Rules if the Director has no direct or indirect interest or relationship that could reasonably
influence, in a material way, the Director's decisions in relation to Seeka.
The NZX Main Board Listing Rules provide guidance as to the criteria for determining whether a
Director can be considered independent. Broadly, a Director will not be independent if the Director,
in the Board’s view:
• has a shareholding in excess of 5% of Seeka’s total shareholding; or
• is an associated person of a shareholder with more than 5% of Seeka’s total shareholding; or
• income derived by the Director from Seeka or associated companies (excluding Directors' fees
and dividends) is more than 10% of the Director's total income.
In the Board’s view if Cecilia Tarrant is elected as Director she would qualify as an Independent
Director for the purposes of the NZX Main Board Listing Rules. If Martyn Brick and John Burke are
elected as Directors, the Board considers they would not qualify as Independent Directors for the
purposes of the NZX Main Board Listing Rules.
By order of the Board
S T McKinstry,
Secretary
24 March 2017
5
2017 Annual Shareholders Meeting
Candidate Profile
Martyn Brick
Martyn or "Marty" was elected as a Director of Seeka Kiwifruit Industries Limited in April 2013.
Marty has an agribusiness background and started working in the New Zealand rural banking and
finance industry after completing a Bachelor of Agricultural Commerce at Lincoln University.
He was appointed general manager of publicly-listed horticultural company Grocorp Pacific Limited
where his primary function was to manage large-scale fruit supply to both Enza and the New
Zealand Kiwifruit Marketing Board.
Marty then established Omega Pack and Cool Limited, a kiwifruit business that was subsequently
sold to Te Awanui Huka Pak. He then became a director of Te Awanui Huka Pak and chairman of the
Te Awanui Growers Council, positions he held until Huka Pak amalgamated with Seeka in 2009.
Since the amalgamation, Marty has been a member of Seeka Growers Council and actively
seeks improvement in all aspects of producing kiwifruit to the offshore markets. He has in-depth
experience in the kiwifruit industry and a passion for growing that spans 40 years.
6
Seeka Limited
Candidate Profile
John Burke
John was elected as a Director of Seeka Kiwifruit Industries Limited in April 2012.
John is the former chief executive and director of Te Awanui Huka Pak Limited, a kiwifruit post
harvest business. He has an agri-business background having worked for the Rural Bank and
operated a rural valuation and consultancy practice.
He was directly involved in developing the kiwifruit industry supply structure and has an intimate
knowledge of kiwifruit growing, processing and the supply chain, and while at Huka Pak he
established collaborative licences to directly export kiwifruit to Asia and North America. Huka Pak’s
kiwifruit business was sold to Seeka in 2009.
Recent roles include GM of Kiwifruit Vine Health and GM Apiary and Manuka Plantations for
Comvita New Zealand Limited where he oversaw research on the finacial viability of using Manuka
as an alternative crop on marginal land.
John is currently a director of Seeka Limited, a kiwifruit grower and a pastoral farmer.
7
2017 Annual Shareholders Meeting
Candidate Profile
Cecilia Tarrant
Cecilia is a professional company director. She is currently a director of Fletcher Building Limited
and Payments NZ, deputy chairman of the Government Superannuation Fund Authority, a trustee of
the University of Auckland Foundation and a member of the University of Auckland Council.
Cecilia is involved in both the beef and dairy industries through her family’s ownership of a dry stock
farm in the Waitomo area and partnership in a dairy farm in the Otorohanga district. Her family
have lived in the Waitomo area for over 100 years.
Cecilia is interested in entrepreneurship and innovation. She is the chair of the ArcAngels Angel
Investment Network and a member of ICE Angels. In addition to her governance roles, Cecilia is an
executive-in-residence at the University of Auckland Business School where she leads a women’s
mentoring programme.
Cecilia previously worked in law and banking, first as a lawyer in Auckland and San Francisco and
then as an investment banker in New York and London. She worked as a lawyer for the firm of
Simpson Grierson in Auckland before going overseas. In banking, she worked first for Credit Suisse
First Boston and then for Morgan Stanley. Her last position at Morgan Stanley was as a managing
director in the Global Capital Markets Group in London.
Seeka Limited
34 Young Road, Paengaroa 3186
PO Box 47, Te Puke 3153
info@seeka.co.nz
www.seeka.co.nz
Location of Annual Shareholders Meeting
Club Mount Maunganui (Inc.)
45 Kawaka Street,
Mount Maunganui
New Zealand
Thursday, 27 April 2017 commencing at 2.30pm
PLEASE BRING YOUR ENCLOSED PROXY FORM
TO THE ANNUAL SHAREHOLDERS MEETING AS
THE BARCODE IS REQUIRED FOR REGISTRATION.
Kawaka St
Matai St
Tawa St
Miro St
Hinau St
Maunganui St
Totara St
Club Mount
Maunganui
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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