Seeka Limited/Announcement
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Seeka Provides Annual Report

Annual Report24 March 2017SEKConsumer Staples

2016
ANNUAL REPORT

Seeka
Seeka is a Te Puke-headquartered, NZX-listed produce company. Our operations span New Zealand, and

Australia through our wholly-owned subsidiary Seeka Australia Pty Limited. Kiwifruit is our foundation fruit.

Our New Zealand operations include growing, picking, processing and dispatching kiwifruit, avocados and

kiwiberry to key world markets. Seeka is the largest kiwifruit grower in New Zealand. Our operations take local

produce and create premium New Zealand exports, either directly or in conjunction with Zespri; the principal

exporter of New Zealand-grown kiwifruit.

Seeka is also a major importer of bananas and other tropical fruits to New Zealand and provides retail services

through its Glassfields operations.

In Australia, Seeka is the country’s largest kiwifruit grower and packer and markets Australian and imported

Seeka New Zealand kiwifruit. Seeka is also Australia’s largest nashi grower and supplier and a large grower of

European pears, along with smaller volumes of cherries, plums and apricots. Seeka directly markets all of its

Australian fruit with Seeka brands sold in stores across Australia 12 months of the year.

Seeka is extending further into food processing. In 2016 the company purchased the Kiwi Crush range of

products to complement its small avocado oil processing operation, delivering incremental returns to growers

and stakeholders from non-class-1 fruit. Kiwi Crush products are highly regarded in the health and hospital

sectors, aiding people recovering through treatment processes or relieving symptoms. Seeka will open a food

processing centre in 2017.

The company is following a deliberate growth strategy. In 2016, Seeka revitalised its brand to reflect

the company it aspires to be. Our goal is to profitably grow the company and deliver wealth to our key

stakeholders. We aspire to be inspirational leaders, independently ingenious and obsessed by quality. To be

always safe and growing futures for all stakeholders founded on relationships, now and into the future. Our

core brand attribute is Select Excellence; we want everyone who associates with the company to experience

that when they select Seeka, they Select Excellence.

AustraliaNew Zealand

Grow, handle, market

and export

Kiwifruit

Nashi

Pears, Plums, Apricots, Cherries

Kiwifruit

Avocado

Kiwiberry

Manufacture and retail

Kiwifruit pollenKiwi Crush, Kiwi Crushies

Avocado oil, Kiwifruit pollen

Import, ripen and supply

Bananas

Pineapple, Papaya

Wholesale

Seasonal produce

Key assets

250 hectares of producing orchards

250 hectares of undeveloped land

Packhouse and coolstore complex

7 packhouse and coolstore complexes

3 retail service and manufacturing centres

97 hectares of orchards on leased land

459 hectares of leased orchards

Seeka 360 complex and grower centre

1
Report of the

Chairman and Chief Executive

Contents

Introduction

2016 was an exciting year for Seeka, one with considerable change including shortening our name to Seeka Limited as a

result of a rebranding programme that presents us in a more modern and fresh way. This annual report incorporates the

branding for the first time.

In addition to Seeka producing a record profit and delivering operational improvements, outstanding fruit handling results

were achieved for our growers and customers.

The company successfully handled record kiwifruit volumes in New Zealand, delivered leading avocado returns from

its targeted export programmes, initiated its Australian business operations and continued to develop its retail services

business centred on its tropical fruits category in New Zealand.

Our strategy of focussing on excellence in everything we do has delivered outstanding results for our stakeholders. Our

achievements are outlined in the following financial and operational highlights.

Seeka 2016 Annual Report

1 Report of the Chairman and Chief Executive

13 Statement of Financial Performance

14 Statement of Comprehensive Income

15 Statement of Financial Position

16 Statement of Changes in Equity

17 Statement of Cash Flows

18 Notes to the Financial Statements

54 Auditors’ Report

58 Directors

59 Disclosures

63 Corporate Governance Statement

64 Shareholder Analysis

65 Directory

2
Financial metrics

The key financial metrics for the year include:

• $191.32m total revenue — up 35% on the previous corresponding period (pcp)

• $24.76m EBITDA — up 78% on pcp

• Excluding the effect of insurance settlement ($ 3.63m), EBITDA totalled $21.14m — up 52% on pcp.

• $16.96m EBIT — up 135% on pcp

• $10.39m net profit after tax — up 143% on pcp

• $0.65 basic earnings per share — compared with $0.29 pcp — up 124%

• $197.31m total assets — up 20%

• $4.88 net asset backing per share — compared with $4.34 at 31 December 2015

• $68.73m long term borrowings — up 31%

• $1.25 increase in share price for the year

Seeka’s audited profit after tax for the year ended 31 December 2016 totals $10.39m which is within the forecast range of

$9.5m to $10.6m. The resulting basic earnings per share of $0.65 is also within the forecast range of $0.59 to $0.66.

$190m

$191.32m

Total revenue

$115.67m

$142.11m

$108.29m

$97.37m

2012 2013 2014 2015 2016

$25m

$15.46m

$9.45m

$11.29m

$13.93m

$24.76m

EBITDA

2012 2013 2014 2015 2016

$10m

$5.88m

$2.30m

$3.17m

$4.27m

$10.39m

Net profit after tax

2012 2013 2014 2015 2016

$21.13m

1

1. Excludes effect of insurance settlement.

$7.78m

1

Seeka 2016 Annual Report

3
Key indicators


12 months to 31 December 2012 2013 2014 2015 2016

($000s) Restated

Revenue $ 108,290 $ 97,371 $ 115,672 $142,112 $ 191,317

EBITDA by operating segment

Post harvest $ 15,855 $ 12,558 $ 10,770 $ 13,292 $ 26,784

Orchard $ 7,201 $ 2,832 $ 4,179 $ 3,977 $ 5,638

Retail services

1

- $ 703 $ 1,773 $ 1,730 $ 1,941

Australia

2

- - - $(1,382) $ 1,029

All other operations $(8,025) $(5,868) $(5,434) $(3,692) $(10,628)

Operating earnings

EBITDAF

Earnings before interest, tax, depreciation, amortisation,

fair value adjustments, impairments and asset revaluations $ 16,563 $ 9,942 $ 11,529 $ 13,955 $ 24,798

Fair value movement in biological assets — vines ( 292) - - - -

Movement in onerous lease provision ( 807) 494 241 30 34

EBITDA

— before impairments and revaluations $ 15,464 $ 9,448 $ 11,288 $ 13,925 $ 24,764

Depreciation and amortisation expense ( 5,584) ( 5,418) ( 5,250) ( 5,749) ( 7,187)

Amortisation of intangibles ( 92) ( 73) ( 272) ( 456) ( 470)

Impairment charges

Short-term lease costs ( 62) 22 - - -

Plant and equipment ( 383) - - - ( 118)

Investments in associates ( 89) ( 615) ( 120) - ( 38)

Investments in shares - - - - ( 340)

Lease interest in land ( 418) - ( 325) - -

Insurance costs - - - ( 1,740) -

Revaluation

Land and buildings ( 6) 776 245 1,228 347

Interest ( 1,878) ( 1,139) ( 1,303) ( 1,962) ( 3,346)

Fair value of non—hedge derivatives 422 - - - -

Net profit before tax $ 7,374 $ 3,001 $ 4,263 $ 5,246 $ 13,612

Tax ( 1,494) ( 706) ( 1,095) ( 974) ( 3,227)

Net profit attributable to shareholders $ 5,880 $ 2,295 $3,168 $ 4,272 $ 10,385

Net assets per share $ 3.89 $ 4.02 $ 4.07 $ 4.34 $ 4.88

EBITDAF and EBITDA are considered by the board to be key measures of performance and a reflection of cash flow generation.

1. Separate reporting of retail services commenced 2013. Retail services were previously reported in all other segments.

2. Australia operations commenced August 2015 with the acquisition of an established Australian business.

Seeka 2016 Annual Report

4
Operational highlights

The key operational highlights include:

• Handling a record 32.44m trays of New Zealand kiwifruit — up 17% on pcp

• Excellent New Zealand kiwifruit performance; 2.68% fruit loss for Hayward conventional, (pcp 7.66%), 1.11% for

Hayward organic ( pcp 3.58%) and 0.35% for SunGold (pcp 1.85%)

• Excellent avocado returns of $26.86 per tray (pcp $16.64) — again delivering industry-leading returns to growers

• First harvest of produce grown by Seeka Australia

• Construction of additional coolstores and new kiwifruit packing machine in Australia

• Establishment of Australian nursery operations and the trialling of approximately 10 hectares of new varieties in

Australia

• Integration of Seeka Australia team and systems

• Settlement of the Oakside mitigation losses at $3.63m

• Reinstatement of the Oakside facility following the March 2015 fire

• Purchase of the Kiwi Crush range of products

• Successful rebrand of Seeka

• Major infrastructure and capacity build with coolstore and precooler expansion at two of our main sites at Main

Road Katikati and KKP in Maketu

• 9,500 new Seeka Surestore plastic bins added to the business

• Purchase of Seeka 360 property at Young Road, Paengaroa, and initial site refurbishment for Seeka’s new headquarters

Dividend

The directors have declared a fully imputed dividend of $0.10 per share. The dividend will be paid 24 March to those

shareholders on the register at 5pm on 17 March, 2017. The dividend reinvestment plan will apply. This dividend

declaration brings fully imputed dividends distributed to shareholders relating to the 2016 financial year to $0.20 per

share, compared to $0.19 per share relating to the 2015 financial year.

Shares issued

Seeka issued 1,132,922 shares during the year:

• 68,698 for the dividend reinvestment plan

• 398,100 to the Seeka employee scheme — approximately 4% of company shares are held for employees under this

scheme with the first vesting occurring in October 2017

• 666,124 for the final year of the successful grower share scheme

By helping nearly all growers become shareholders, the grower share scheme secured loyalty during the period of

uncertainty created by Psa, with participating growers benefiting from Seeka's strong performance from secure crop

volumes. In return for committing to supply Seeka over the scheme's three-year period, growers were issued 2,010,226

shares (11.5% of Seeka's total shares) at a total issue value of $7.26m. By the end of 2016, these shares had a market value

of $9.45m. Combined with $0.57m of dividend payments, this represents a total capital and dividend gain of $2.76m — a

38% return to growers on the issue value.

Seeka 2016 Annual Report

5
Commentary

Seeka remains in a strong period of growth. Fuelled by increasing New Zealand kiwifruit volumes the company has

invested in growing its New Zealand capacity and improving existing infrastructure. Kiwifruit volumes increased by 17% to

32.44m trays. At the same time Seeka integrated its Australian business and set a platform for growth in that market. As a

result, the company has year-round branded produce in the Australian market. Turnover increased to $229.40m (up 24%)

and revenue to $191.32 (up 35%).

Profitability continues to improve reflecting economies of scale. EBITDA increased by 78% to a record $24.76m.

Basic earnings per share is up to $0.65 compared to $0.29 in the pcp.

Seeka invested $43.06m in its New Zealand kiwifruit business and in orcharding, packing and fruit storage in Australia.

Investments included:

• $16.94m developing New Zealand kiwifruit coolstore and packing infrastructure

• $3.98m acquiring the strategic property of Seeka 360

• $2.01m acquiring the Pukenga orchard — a strategic land bank for future post-harvest development

• $2.36m in the ongoing rollout of plastic bins

• $4.74m upgrading New Zealand kiwifruit packing equipment ahead of 2017

• $9.78m upgrading other New Zealand plant, property and equipment

• $3.25m developing Australian orchards and post harvest facilities

To finance these investments Seeka increased net debt (all interest-bearing debt less cash deposits) by $19.80m to

$72.76m while total assets grew to $197.31m.

Seeka continues to:

• Focus on building and delivering shareholder wealth and increasing dividends. During the year the company

successfully integrated Seeka Australia, including implementing our business systems into our Australian

operations. At the same time the company focused on its core kiwifruit business by delivering packing and

coolstorage capacity to process a record 32.44m trays in New Zealand and 0.66m trays in Australia, along with

1,523 tonnes of nashi pears and 1,790 tonnes of European pears; the other major crops Seeka grows in Australia.

• Evaluate options to handle increasing kiwifruit volumes and minimise costly investments, and strive for

improvements that deliver leading results. The company continues to look for opportunities to innovate, expand or

diversify to secure long-term growth and sustainable profitability.

• Focus and take advice on its financial position and balance sheet to pursue growth opportunities.

Implementing Seeka’s strategy may result in the company undertaking value-accretive acquisitions or further expanding

geographical boundaries. Our vision remains to be “New Zealand’s Premier Produce Business”.

Outlook

Seeka advised stakeholders late 2016 that New Zealand Hayward kiwifruit volumes are forecast to be 20% to 25% down on

the previous year’s record levels. This is in line with industry-wide estimates. Partially offsetting this reduction are expected

increases in SunGold volumes and anticipated improved earnings from Seeka Australia and our retail services business. Our

early guidance is that operational earnings in 2017 may be up to 15% lower than the record levels achieved in 2016.

Seeka 2016 Annual Report

6
Review of operations

Profits are up. Profit after tax of $10.39m is $6.12m ahead of the pcp (+143%), reflecting record New Zealand kiwifruit

volumes, successful avocado selling seasons, and the first year of operations in Australia. In addition, Seeka settled the

outstanding insurance claim for mitigation costs arising from excess grower fruit loss as a consequence of the 2015

Oakside fire. Taking some 18 months, the settlement resulted in a receipt of $3.63m, the associated costs of $4.04m being

recorded in the prior period.

While higher New Zealand kiwifruit volumes have led to better earnings, they have required significant investment and

Seeka increasing long-term borrowing.

Australian operations generated a positive EBITDA. In 2016 Seeka harvested 656,000 tray equivalents of Australian

kiwifruit, 1,523 tonnes of nashi pears and 1,790 tonnes of European pears; the three major Australian crops grown by

Seeka. While earnings were lower than expected, they reflect a challenging first growing season with Seeka learning to

operate in the Australian business and orcharding environment. Australian operations produced an EBITDA of $1.03m.

Seeka Australia is 100% debt financed.

During the year the company commenced direct marketing and selling capability in Australia for both Seeka’s Australian

and New Zealand produce.

Seeka’s integrated avocado service and strong export and local marketing programmes delivered a record $26.86 per

export tray to growers for the 2015 to 2016 season with a forecast return of $24.42 per tray for the 2016 to 2017 season;

the third year in a row Seeka has topped industry returns.

33m

Class 1 & 2 kiwifruit trays packedTotal revenue

Post harvest performance

EBITDA

$110m$27m

21.39m

2 7. 76 m

$68.47m

$88.27m

21.78m

19.60m

$69.12m

$59.65m

$15.85m

$12.56m

$10.77m

$13.29m

32.44m

$110.82m

2012 2013 2014 2015 2016 2012 2013 2014 2015 2016 2012 2013 2014 2015 2016

$26.78m

$23.16m

1

1. Excludes effect of insurance settlement.

Seeka 2016 Annual Report

7
Kiwiberry volumes increased to 62,407, up from 38,675 trays in the pcp. Volumes are expected to increase to 140,000

trays in 2017. Good returns were delivered to growers. This is despite issues with the industry’s China phytosanitary

protocol and the sudden closure of this key market. The industry is working to reopen the Chinese market.

New Zealand kiwifruit volumes were up. Hayward class 1 volumes handled by post-harvest increased by 1.36m trays

as yields reached a record average of 12,800 class 1 trays per hectare (the equivalent of 46 tonnes of fruit across all

supplying hectares). Market share remained steady at 24.8%. Zespri SunGold volumes increased by 3.54m trays with

market share increasing from 14% to 16%. Further growth in Zespri SunGold is anticipated as orchards continue to recover

from Psa-V and new areas are grafted as more licenses are released by Zespri. Total New Zealand kiwifruit volumes

handled by Seeka increased to 32.44m trays — up from 27.76m in the pcp (class 1 and 2).

Seeka delivered growers a timely harvest and facilities were fully utilised. Disciplined and professional planning ensured

that Seeka had the capacity to handle all growers’ fruit.

Seeka continues to focus on infrastructure expansion and capacity planning to ensure we have adequate capacity for

forecast volumes. While the company is pursuing innovative collaborative marketing programs that would use existing

vacant infrastructure offshore, there is little alternative to further investment in New Zealand considering the kiwifruit

industry’s inertia to implementing offshore handling and storage, and its minimal approach to collaborative marketing. All

growers and stakeholders will benefit from the long-overdue overhaul of this component of our industry.

Class 1 kiwifruit trays grownTotal revenue

Orchard division performance

EBITDA

$48m

$38.05m

$42.28m

$8m11m

GOLD

GREEN

0.38m

1.24m

6.82m7. 97 m

$35.47m

$33.49m

1.17m

0.18m

6.20m6.84m

7. 0 2 m

$47.90m

$4.18m

$3.98m

$7.20m

$2.83m

$5.64m

2.31m

8.85m

11.16m

7. 3 7 m

2012 2013 2014 2015 2016 2012 2013 2014 2015 2016 2012 2013 2014 2015 2016

7.20m

9.21m

Seeka 2016 Annual Report

8
Continuing post-harvest investment for New Zealand kiwifruit

New Zealand post-harvest earnings have increased on bigger kiwifruit volumes. Assets assigned to our post-harvest

operations increased from $83.44m to $111.72m during the year with coolstore and pre-cooling investments primarily

at KKP in Maketu and Main Road Katikati. The anticipated volume increase will see further capacity increases at these

sites along with additional coolstores at Transcool in Maketu. Packing machine investments also occur in 2017 with a new

leading-edge Compac Spectrim being installed at Main Road with the current machine being relocated to an upgraded

Peninsula packhouse in Whenuakite to handle bigger volumes from the Coromandel.

The post-harvest division delivered EBITDA of $26.78m — up 102% on pcp. Post harvest earnings are expected to decline

in 2017 on lower Hayward volumes.

While annual volumes may fluctuate, as anticipated in 2017, Seeka has undertaken detailed planning in anticipation of

growing kiwifruit volumes through to 2020. Resource consents and longer lead times require Seeka to commit even earlier

to infrastructure investment. Our first priority is to focus on fully utilising existing sites and infrastructure.

The company has strategically secured the Pukenga Orchard (adjoining Seeka 360) on the edge of the proposed Rangiuru

business park for future expansion.

Seeka Australia — Platform for growth

Seeka undertook its first harvest and selling season in 2016. Volumes were lower than expected reflecting hail and

a challenging first growing season. EBITDA totalled $1.03m compared to the pcp EBITDA loss of $1.38m (reflecting

acquisition costs).

Seeka grows kiwifruit, nashi, European pears (multiple varieties), apricots, plums and cherries in Australia, with operations

being progressively rationalised to the core products of pears, nashi and kiwifruit.

Seeka has extensively upgraded its post-harvest assets in Australia with extra coolstore capacity and a new kiwifruit

packing machine which is expected to deliver efficiencies in 2017.

Underlying business systems, including key safety systems have been upgraded.

Seeka plans to expand the orcharding area and has secured additional land to develop alongside its existing bare land

holdings. Additional water rights have been secured to ensure sufficient water resources in 2017 and beyond.

In addition Seeka is trialling new fruit varieties for its Australian business.

Seeka 2016 Annual Report

9
Seeka is our brand

The company undertook an extensive review to revitalize its brand so it projected our company's vision, core strategy and

beliefs. This included independent insights and guidance from a renowned brand specialist. While kiwifruit remains our

foundation, our new brand Seeka better reflects our emerging produce business.

As part of the branding process, management and the board considered the attributes the company wants to be

recognised for in all stakeholder dealings. The six key brand attributes are:

• Safety always

• Founded on relationships

• Inspirational people

• Independently ingenious

• Quality obsession

• Growing futures

The Seeka brand incorporates our aspiration “Select Excellence”. It is our aspiration to be excellent, to drive excellence

in our operations, decision making and behaviours. We want the consumers of our produce, the growers who choose to

supply Seeka, and Seeka investors to know they are selecting excellence when they select Seeka.

Founded on

relationships

Quality obsession

Inspirational people

Growing

futures

Independently ingenious

Safety always

Seeka 2016 Annual Report

10
Seeka 360 campus — opening of new headoffice

Seeka 360 is scheduled to open at 3pm on 30 March 2017 and all stakeholders are invited. This facility delivers a new

grower-centric headquarters for Seeka’s international business. Based on 7.4 hectares adjacent to the Seeka-owned

Pukenga orchard, our new headquarters is in the heart of the Maketu packing hub and close to the Oakside facility.

Seeka’s new headquarters, expected to be completed at a total cost of $5m, will accommodate 80 staff and include

extensive grower facilities with a 150-seat auditorium.

The Seeka team

Seeka people continue to be the key asset in Seeka. The company continues to refine its health and safety strategy and

systems to ensure that it exceeds legislative thresholds and keeps its people safe.

Seeka remains committed to safety and the development of all employees; formal safety processes and policies are in

place. Safety processes continue to be reviewed with targeted projects underway. Key operating systems for monitoring

safety have been reviewed and refined during the year and Seeka’s compliance teams have worked to ensure the

compliance of Seeka’s contractors and suppliers.

While seasonal labour was adequate in 2016, shortages loom. Seeka employed 460 recognised seasonal employer

workers (RSEs) from Malaysia and the Pacific Islands to complement the local workforce. We initiated innovative

arrangements with Work and Income New Zealand to maximise work opportunities for New Zealanders, including

employing people from regional outlying centres for our packhouses.

Seeka has recruited cadets into its business with nine cadets now in the company. Creating a sustainable workforce is a

priority for Seeka.

Mr Bryan Grafas

Bryan Grafas, Seeka’s general manager orchards, retired after 28 years with the company. Bryan helped grow the company

to become the largest kiwifruit orchardist in Australia and New Zealand, along the way he developed the long term leases,

many of which are now transitioning back to the landowners having delivered significant economic benefit to Seeka and

its investors.

He was a truly inspirational leader; he lead Seeka’s orchard business through the Psa outbreak. Bryan remains closely

associated with Seeka, he remains a grower and friend of the company. Seeka thanks Bryan for his service and leadership.

Seeka 2016 Annual Report

11
Mr Malcolm Cartwright

Malcolm Cartwright, Seeka's deputy chair, retires following 15-years of service to the board and company. Malcolm

brought a strong grower and governance focus to the board, having been the inaugural chair of Seeka Growers Limited

(SGL) up to 2014, and a director of AvoFresh Limited since 2008.

Prior to joining Seeka, Malcolm held positions at NZKMB, NZKGI and KNZ, and was instrumental in forming a competitive

post harvest kiwifruit industry and generating value from a coordinated, single-desk export structure. While a director, and

grower-supplier to Seeka, he helped shape our business as we formed close working relationships with growers founded

on performance.

Malcolm will continue to make a valuable contribution to our business as a council member of SGL, a director of AvoFresh,

and a loyal and much-valued supplier of kiwifruit and kiwiberry. The board and company thank Malcolm for his insights

and service.

Close

In 2016, Seeka delivered record operational earnings on the back of exceptional kiwifruit yields, record fruit volumes and

strong post harvest performance.

Seeka has confidence in the long-term growth in the New Zealand kiwifruit industry, although lower Hayward volumes will

impact in 2017. Seeka's strategy will see it buffer the direct consequence of the lower volumes on financial results through

its diversified business strategy.

While we forecast a drop in earnings, your company is well positioned to deliver rewarding stakeholder performance in

2017; we have a large and loyal grower base that has benefitted from our strong operational and financial performance,

and a more-diverse product offering to our key supply-chain partners.

We remain focused on growing the value of our business and growing shareholder earnings.

Directors and management thank our many stakeholders for the support they have given our business. We are committed

to providing you with a high-quality service and the opportunity to select excellence as a grower, contractor, supplier, or

investor, as we grow rewarding futures for this and future generations.

Fred Hutchings Michael Franks

Chairman Chief Executive

Seeka 2016 Annual Report

2016
FINANCIAL

STATEMENTS

13 Statement of Financial Performance

14 Statement of Comprehensive Income

15 Statement of Financial Position

16 Statement of Changes in Equity

17 Statement of Cash Flows

18 Notes to the Financial Statements

54 Auditors’ Report

13
Statement of Financial Performance

For the year ended 31 December 2016

The accompanying notes form an integral part of these financial statements

Seeka 2016 Annual Report

2016 2015

New Zealand dollars Notes $000s $000s

Turnover

1

2 229,397 184,740


Revenue 3 191,317 142,112

Cost of sales

4 157,883 118,387

Gross profit 33,434 23,725

Other income

3 370 307

Income from insurance proceeds

3 4,125 5,462

Share of (loss) of associates

25 - ( 5)

Acquisition costs and stamp duty

4 - 1,120

Grower relationship payment

4 - 4,042

Other costs

4 13,165 10,402

Earnings (EBITDA)

2

24,764 13,925

Depreciation expense 9 7,187 5,749

(Gain) on revaluation of land and buildings

4 ( 347) ( 1,228)

Impairment of investments in associates

25 38 -

Impairment of investments in shares

22 340 -

Impairment of assets

9 118 1,740

Amortisation of intangibles

10 470 456

Earnings (EBIT) 3 16,958 7,208

Interest expense 3,346 1,962

Net profit before tax 13,612 5,246

Income tax charge

6 3,227 974

Net profit attributable to equity holders 10,385 4,272

Earnings per share for profit attributable to the ordinary

equity holders of the company during the year

Basic earnings per share

19 $ 0.65 $ 0.29

Diluted earnings per share

19 $ 0.62 $ 0.27

1. Turnover is a non-GAAP measure, see calculations in note 2.

2. EBITDA, a non-GAAP measure, is earnings before interest, tax, depreciation, amortisation and revaluations.

3. EBIT, a non-GAAP measure, is earnings before interest and tax.

14
Statement of Comprehensive Income

For the year ended 31 December 2016

The accompanying notes form an integral part of these financial statements

Seeka 2016 Annual Report

2016 2015

New Zealand dollars Notes $000s $000s

Net profit for the year 10,385 4,272

Items that will not be reclassified to profit or loss

Gain on revaluation of land and buildings, net of tax 2,071 3,130

Total items that will not be reclassified to profit or loss 2,071 3,130

Items that may be reclassified subsequently to profit or loss

Movement in cash flow hedge reserve, net of tax

20 ( 57) ( 147)

Movement in foreign currency translation reserve, net of tax

20 611 9

Movement in foreign currency revaluation reserve, net of tax

20 ( 425) ( 51)

Gain on revaluation of investment in shares, net of tax

22 864 132

Total items that may be reclassified subsequently to profit or loss 993 ( 57)

Total comprehensive income for the year attributable to equity holders 13,449 7,345

15
Statement of Financial Position

As at 31 December 2016

The accompanying notes form an integral part of these financial statements

Seeka 2016 Annual Report

2016 2015

New Zealand dollars Notes $000s $000s

Equity

Share capital

18 44,950 40,651

Reserves 20 12,496 9,418

Retained earnings

20 27,865 20,750

Total equity 85,311 70,819

Current assets

Cash and cash equivalents 1,688 1,192

Trade and other receivables

12 20,589 21,208

Biological assets - crop

11 16,046 17,365

Inventories 13 3,389 3,185

Irrigation water rights

14 195 349

Current tax receivables

6 - 1,314

Total current assets 41,907 44,613

Non current assets

Trade and other receivables

12 3,350 3,772

Property, plant and equipment

9 134,489 98,718

Intangible assets

10 15,276 15,526

Investment in shares

22 2,287 1,689

Total non current assets 155,402 119,705

Total assets 197,309 164,318

Current liabilities

Current tax liabilities

6 2,365 -

Trade and other payables

15 21,703 24,854

Onerous lease provision

16 8 34

Interest bearing liabilities

17 5,716 1,630

Financial derivatives

31 332 254

Total current liabilities 30,124 26,772

Non current liabilities

Onerous lease provision

16 - 8

Interest bearing liabilities

17 68,729 52,522

Deferred tax

7 13,145 14,197

Total non current liabilities 81,874 66,727

Total liabilities 111,998 93,499

Net assets 85,311 70,819

On behalf of the Board

F Hutchings A Waugh

Chairman Director

Dated: 27 February 2017

16
Statement of Changes in Equity

For the year ended 31 December 2016

The accompanying notes form an integral part of these financial statements

Seeka 2016 Annual Report

Investment Foreign Foreign Share Land and

in shares Cash flow currency currency based buildings

Share revaluation hedge revaluation translation payments revaluation Retained

capital reserve reserve reserve reserve reserve reserve earnings Total

New Zealand dollars Notes $000s $000s $000s $000s $000s $000s $000s $000s $000s

Equity at 1 January 2015 37,773 943 ( 37) - - 36 5,297 19,185 63,197

Net profit for the year - - - - - - - 4,272 4,272

Foreign exchange movement - - - ( 51) 9 - - - ( 42)

Other comprehensive income/(loss) for the year - 132 ( 147) - - - 3,130 - 3,115

Total comprehensive income for the year - 132 ( 147) ( 51) 9 - 3,130 4,272 7,345

Transactions with owners

Shares issued

18 2,678 - - - - - - - 2,678

Employee share scheme receipts

18 200 - - - - - - - 200

Movement in employee share entitlement reserve

20 - - - - - 106 - - 106

Dividends paid

21 - - - - - - - ( 2,707) ( 2,707)

Total transactions with owners 2,878 - - - - 106 - ( 2,707) 277


Equity at 31 December 2015 40,651 1,075 ( 184) ( 51) 9 142 8,427 20,750 70,819

Net profit for the year - - - - - - - 10,385 10,385

Foreign exchange movement - - - ( 425) 611 - - - 186

Other comprehensive income/(loss) for the year - 864 ( 57) - - - 1,943 128 2,878

Total comprehensive income/(loss) for the year - 864 ( 57) ( 425) 611 - 1,943 10,513 13,449

Transactions with owners

Shares issued

18 3,207 - - - - - - - 3,207

Employee share scheme receipts

18 1,092 - - - - - - - 1,092

Movement in employee share entitlement reserve

20 - - - - - 142 - - 142

Dividends paid

21 - - - - - - - ( 3,398) ( 3,398)

Total transactions with owners 4,299 - - - - 142 - ( 3,398) 1,043

Equity at 31 December 2016 44,950 1,939 ( 241) ( 476) 620 284 10,370 27,865 85,311

17
Statement of Cash Flows

For the year ended 31 December 2016

The accompanying notes form an integral part of these financial statements

Seeka 2016 Annual Report

2016 2015

New Zealand dollars Notes $000s $000s

Operating activities

Cash was provided from:

Receipts from customers 188,583 141,700

Interest and dividends received 204 311

Insurance proceeds - fruit loss mitigation claim

3 3,627 -

Cash was disbursed to:

Payments to suppliers and employees ( 166,863) ( 137,066)

Interest paid ( 3,325) ( 1,941)

Income taxes paid ( 974) ( 1,200)

Net cash flows from operating activities

5 21,252 1,804

Investing activities

Cash was provided from:

Sale of property, plant and equipment 4,124 156

Sale of investments in shares 30 307

Received from insurance proceeds for asset loss

3 3,478 2,478

Repayment of advances 1,614 263

Cash was applied to:

Purchase of property, plant and equipment ( 40,920) ( 16,393)

Development of bearer plants ( 882) ( 74)

Investment in business combination and shares ( 6,089) ( 20,159)

Purchase of inventory - ( 200)

Purchase of water shares - ( 509)

Advances ( 1,192) ( 1,662)

Net cash flows (used in) investing activities ( 39,837) ( 35,793)

Financing activities

Cash was provided from:

Proceeds of term bank borrowings 38,886 34,393

Proceeds of short term bank borrowings 23,140 15,000

Issue of shares 1,092 -

Cash was applied to:

Repayment of term bank borrowings ( 16,003) -

Repayment of short term bank borrowings ( 24,770) ( 14,535)

Payment of dividend to shareholders

21 ( 3,122) ( 2,519)

Net cash flows from financing activities 19,223 32,339

Net increase / (decrease) in cash and cash equivalents 638 ( 1,650)

Effect of foreign exchange rates ( 142) ( 81)

Opening cash and cash equivalents 1,192 2,923

Closing cash and cash equivalents 1,688 1,192

18
Notes to the Financial Statements

This section contains the notes to the consolidated financial statements for Seeka Limited, its subsidiaries

and associates. To give stakeholders a clear insight into how Seeka organises its business, the note

disclosures are grouped in seven sections.

Basis of preparation

Accounting policies that apply to the full set of financial statements

Performance

Where revenues are generated and their associated operating costs

Assets

How Seeka allocates resources across its operations

Working capital

How Seeka manages its operating cash flow

Funding

How Seeka organises its capital structure

Group investments

Investments and financial performance of subsidiaries and associates

Other Notes

All other note disclosures

For the year ended 31 December 2016

Reporting entity and statutory base

The financial statements presented are those of the consolidated

Seeka group comprising Seeka Limited (the Company) together

with its subsidiaries (the Group, Seeka or Seeka Group).

Seeka Limited is a profit-orientated company registered in New

Zealand under the Companies Act 1993 and an FMC Reporting

Entity for the purposes of the Financial Markets Conduct Act 2013.

Seeka Limited is listed and its ordinary shares are quoted on the

NZX main board equity security market (NZX Main Board).

On Friday 28 October 2016 Seeka Kiwifruit Industries Limited was

renamed Seeka Limited.

Nature of operations

Seeka is a produce business operating in New Zealand and

Australia.

In New Zealand the Group provides orcharding, post harvest and

retail services to New Zealand’s kiwifruit, avocado and kiwiberry

industries. The Group also provides retail and ripening services for

imported tropical produce, and operates a wholesale market.

In Australia, following a 2015 acquisition of land, orchards and

business assets, the Group became the largest single producer and

supplier of Australian kiwifruit and nashi pears, a major supplier of

European pears, plus lesser production of other temperate-climate

fruits.

Statement of compliance and basis of preparation

The consolidated financial statements for the Group have been

prepared in accordance with the requirements of Part 7 of the

FMC Act 2013. The financial statements have been prepared in

accordance with New Zealand Generally Accepted Accounting

Principles (GAAP), incorporating New Zealand Equivalents to

International Financial Reporting Standards (NZ IFRS) and other

applicable financial reporting standards as appropriate for profit-

oriented entities. The Group financial statements also comply with

International Financial Reporting Standards (IFRS).

The financial statements are prepared on a historical cost basis,

with the exception of:

• financial assets and liabilities (including derivative instruments)

at fair value through the profit or loss (note 31 and 32)

• biological assets at fair value (note 11)

• land and buildings at the revaluation model (note 9)

• Irrigation water rights (note 14)

The significant accounting policies applied in the preparation of

the financial statements are set out below.

The financial statements were approved by the Board of Directors

(the Board) on 27 February 2017.

Basis of Preparation

This section sets out the Group’s accounting policies that apply to the full set of financial statements.

Accounting policies which are limited to a specific note, are described in that note.

Seeka 2016 Annual Report

19
Basis of consolidation

Subsidiaries

Subsidiaries are fully consolidated from the date of acquisition,

being the date on which the Group obtains control, and continue

to be consolidated until the date when such control ceases. The

financial statements of the subsidiaries are prepared for the same

reporting period as the Company, using consistent accounting

policies. All intra-group balances, transactions, unrealised gains

and losses resulting from intra-group transactions and dividends

are eliminated in full.

The acquisition method of accounting is used to account for the

acquisition of subsidiaries by the Group. The cost of an acquisition

is measured as the fair value of the assets given, equity instruments

issued and liabilities incurred or assumed at the date of exchange.

Direct acquisition costs are expensed as incurred.

Intercompany transactions, balances and unrealised gains on

transactions between companies are eliminated. Unrealised losses

are also eliminated unless the transaction provides evidence

of the impairment of the asset transferred. Accounting policies

of subsidiaries have been changed where necessary to ensure

consistency with the policies adopted by the Group.

Foreign currency transactions

Foreign currency transactions are translated into the functional

currency using the exchange rates prevailing during the month of

that transaction. Foreign exchange gains and losses resulting from

the settlement of such transactions are recognised in the income

statement.

Foreign operations

The results and financial position of all the Group entities (none of

which has the currency of a hyper-inflationary economy) that have

a functional currency different from the presentation currency are

translated into the presentation currency as follows:

• Assets and liabilities for each entity's balance sheet within the

Group are translated at the closing rate at the date of that

balance sheet;

• Income and expenses for each entity's income statement and

statement of other comprehensive income, are translated

at average exchange rates (unless this average is not a

reasonable approximation of the cumulative effect of the rates

prevailing on the transaction dates, in which case income

and expenses are translated at the rate on the dates of the

transactions); and

• All resulting exchange differences are recognised in other

comprehensive income.

Goodwill and fair value adjustments arising on the acquisition of

a foreign entity are treated as assets and liabilities of the foreign

entity and translated at the closing rate. Exchange differences

arising are recognised in other comprehensive income.

Accounting policies that summarise the measurement basis used

and are relevant to the understanding of the financial statements

are provided throughout the accompanying notes. The accounting

policies adopted have been applied consistently throughout

the periods presented in these financial statements. Certain

comparative information has been reclassified to conform with

the current year’s presentation. There are no new standards,

amendments or interpretations that have been issued and effective,

that are expected to have a significant impact on the Group (note

33).

Critical accounting estimates and judgements

The Group makes estimates and assumptions concerning future

operational and financial performance. By definition, these

assumptions may not always equal actual results. The estimates

and assumptions that have a significant risk of causing a material

adjustment to the carrying amounts of assets and liabilities are

identified in the notes below. Estimates and judgements are

continually evaluated and are based on historical experience as

adjusted for current market conditions and other factors, including

expectations of future events that are believed to be reasonable

under the circumstances. Assumptions underlying management’s

estimates can be found in the following notes to the financial

statements.

Area of estimation Note

Property, plant and equipment 9

Goodwill 10

Biological assets 11

Going concern assumption

The Group reported a profit before tax of $13.61m (Dec 2015

- $5.25m) and operating cash inflows of $21.25m (Dec 2015

- $1.80m) for the year ended 31 December 2016. As at 31

December 2016 the Group had net assets of $85.31m (Dec 2015

- $70.82m).

The ability of the Group to remain in compliance with its bank

covenants has been considered by the Board in the adoption of

the going concern assumption during the preparation of these

financial statements. The Board forecasts that the Group can trade

at levels appropriate to meet its bank covenants for the 2017

financial year.

In doing so they have considered forecast information, the security

of bank funding, and any potential impact on ongoing crop supply

including Psa-V.

Goods and services tax (GST)

The statement of financial performance and statement of

comprehensive income has been prepared so that all components

are stated exclusive of GST. All items in the statement of financial

position are stated net of GST, with the exception of receivables

and payables, which include GST invoiced.

Seeka 2016 Annual Report

20
Performance

This section focuses on the Group’s financial performance and details the contributions made from the

individual operating segments.

Note 1. Segment information

The Group’s operating segments are entities that engage in

business activities that earn revenues, incur expenses and are

reported in a manner consistent with the internal reports provided

to the chief decision makers, being the Directors, who regularly

evaluate the allocation of resources alongside operational

outcomes and are responsible for implementing strategic

decisions.

The Group has five operating segments:

• Four New Zealand segments express the range of

complementary services delivered to New Zealand’s produce

industries.

• A single Australian segment encompasses the integrated

business associated with the Group’s Australian-grown

produce.

Direct segment revenues and operating costs are allocated to each

segment. Administration costs, overheads, grower service costs

and insurance proceeds recorded in the statement of financial

performance are allocated to all other segments. Transactions

between segments are conducted at arm’s length and are

eliminated on consolidation.

New Zealand segments

Orchard operations

The Group provides on-orchard management services to orchard

owners who produce kiwifruit, avocado and kiwiberry crops.

The Group produces kiwifruit, avocado and kiwiberry crops from:

• Leased orchards (typically three-year rolling contracts) whereby

the Group recovers costs and shares any profits with the

orchard owners.

• Leased land (long term contracts) which the Group has

developed into productive orchards, pays all development and

production costs, and owns all crops for the term of the lease.

Post harvest operations

The Group provides post harvest services to the kiwifruit, avocado

and kiwiberry industries. This includes all crops from the Group’s

orchard management and lease operations, plus crops from

independent orchard owners.

Retail service operations

The Group provides fruit marketing services in New Zealand and

internationally, particularly in the Australian and Asian markets.

This includes fruit from the Group’s orchard and post harvest

operations. In New Zealand the Group also provides retail and

ripening services for imported fruit produce, and operates a

wholesale market.

In the second half of the year the Group entered a direct buying

arrangement for the importation and supply of bananas in New

Zealand whereby total revenues and expenses are reported in

the statement of financial performance. Previously the Group had

imported bananas on an agency arrangement whereby the Group

only reported commission revenue.

Since September 2016, following the Group’s purchase of the

Kiwi Crush and Kiwi Crushies product ranges (see note 24), retail

service operations include the production and selling of Kiwi Crush

and Kiwi Crushies to hospitals and the retail sector.

All other segments - New Zealand

This represents the Group’s aggregated administration, grower

services and overhead sections along with insurance proceeds

recorded in the statement of financial performance and

impairment and revaluations of other assets not attributed directly

to any other segment.

Australian operations

The Group owns and operates Australian orchards, provides post

harvest operations and markets the fruit produced from those

orchards, primarily in Australia. The main products are kiwifruit,

nashi pears and European pears.

Seeka 2016 Annual Report

Turnover

Turnover (a non-GAAP measure) includes the value of fruit sales made on behalf of growers and suppliers where the Group acts as the

agent, and is considered the vendor by the purchasing party. (See note 2).

EBITDA and EBIT

EBITDA is earnings before interest, tax, depreciation, amortisation, impairments and revaluations. EBITDA is an indicator of profitability

and reflects operating cash flow generation.

EBIT is earnings before interest and tax; an indicator of profitability that excludes interest and income tax expenses.

21
Seeka 2016 Annual Report

The following table details the operating segments at balance date.

NEW ZEALAND

AUSTRALIA GROUP

Orchard Post harvest Retail service All other Australian

operations operations operations operations operations Total

New Zealand dollars $000s $000s $000s $000s $000s $000s

2016

Income statement

Turnover

1

47,889 110,823 53,695 590 16,400 229,397

Gross segment revenue 47,889 116,629 16,847 590 15,168 197,123

Eliminations - 5,806 - - - 5,806

Total segment revenue 47,889 110,823 16,847 590 15,168 191,317

Income from insurance proceeds - 3,627 - 498 - 4,125

EBITDA

2

5,638 26,784 1,941 ( 10,628) 1,029 24,764

(Gain) on revaluation of land and buildings - ( 347) - - - ( 347)

Depreciation expense 515 5,550 118 367 637 7,187

Amortisation of intangibles - - 304 158 8 470

Impairment of investment in associates and shares - - - 378 - 378

Impairment of assets - - - - 118 118

EBIT

3

5,123 21,581 1,519 ( 11,531) 266 16,958

Net finance costs - - - 2,814 532 3,346

Tax charge on profit - - - 3,460 ( 233) 3,227

Profit / (loss) after tax 5,123 21,581 1,519 ( 17,805) ( 33) 10,385

Balance sheet

Segment assets 33,557 111,721 4,696 6,619 35,530 192,123

Unallocated assets - - - 5,186 - 5,186

Total assets 33,557 111,721 4,696 11,805 35,530 197,309

Segment liabilities 12,602 34,551 4,175 12,841 36,778 100,947

Unallocated liabilities - - - 11,051 - 11,051

Total liabilities 12,602 34,551 4,175 23,892 36,778 111,998

2015

Income statement

Turnover

1

42,279 88,270 52,240 709 1,242 184,740

Gross segment revenue 42,279 93,473 9,612 709 1,242 147,315

Eliminations - 5,203 - - - 5,203

Total segment revenue 42,279 88,270 9,612 709 1,242 142,112

Income from insurance proceeds asset loss - fire - - - 5,462 - 5,462

EBITDA

2

3,977 13,292 1,730 ( 3,692) ( 1,382) 13,925

(Gain) on revaluation of land and buildings - ( 1,228) - - - ( 1,228)

Depreciation expense 613 4,407 117 455 157 5,749

Amortisation of intangibles - - 368 88 - 456

Impairments of asset - fire loss - 1,740 - - - 1,740

EBIT

3

3,364 8,373 1,245 ( 4,235) ( 1,539) 7,208

Net finance costs - - - 1,587 375 1,962

Tax charge on profit - - - 1,236 ( 262) 974

Profit after tax 3,364 8,373 1,245 ( 7,058) ( 1,652) 4,272

Balance sheet

Segment assets 24,253 83,438 4,082 13,117 32,744 157,634

Unallocated assets - - - 6,684 - 6,684

Total assets 24,253 83,438 4,082 19,801 32,744 164,318

Segment liabilities 13,279 21,803 5,546 9,284 32,028 81,939

Unallocated liabilities - - - 11,560 - 11,560

Total liabilities 13,279 21,803 5,546 20,844 32,028 93,499

1. Turnover is a non-GAAP measure, see calculations in note 2.

2. EBITDA, a non-GAAP measure, is earnings before interest, tax, depreciation, amortisation, impairments and revaluations.

3. EBIT, a non-GAAP measure, is earnings before interest and tax.

22
Seeka 2016 Annual Report

2016 2015

New Zealand dollars $000s $000s

Note 2. Turnover

The following table reconciles turnover to revenue.

Turnover 229,397 184,740

Value of sales made as agent ( 38,080) ( 42,628)

Revenue 191,317 142,112

Turnover

The Board considers turnover a useful measure of the Group's operating activity as it represents the total transactional value of goods and services

provided to external customers during the year. As such turnover includes the value of fruit sales made on behalf of growers and suppliers where

the Group acts as the agent, and is considered the vendor by the purchasing party. This includes all produce sales both local and export.

In the second half of 2016 the Group entered a direct buying arrangement for the importation and supply of bananas in New Zealand

whereby total revenues and expenses are reported in the statement of financial performance. Previously the Group had imported bananas

on an agency arrangement whereby the Group only reported commission revenue.

2016 2015

New Zealand dollars $000s $000s

Note 3. Revenue and other income

Total revenue 191,317 142,112

Other Income

Interest 1 18

Dividend 202 289

Net movement in fair value of irrigation water rights

14 167 -

370 307

Income from insurance proceeds - asset loss 498 5,462

Income from insurance proceeds - fruit loss mitigation claim 3,627 -

4,125 5,462

Total other income 4,495 5,769

Total share of (loss) from associates - ( 5)

Total revenue and other income 195,812 147,876

Revenue is shown net of discounts, which include the $2.93m cost of the

grower incentive scheme (Dec 2015 - $2.49m) (see below for details).

Impact of seasonality

Group revenues are generated from seasonal horticultural

operations, with post harvest revenues recognised as services

are provided and orchard revenues recognised once the fruit is

harvested. Retail revenues are generated at the point of sale.

In New Zealand kiwifruit are harvested from March to June,

avocados from August to January, and kiwiberries from February

to March. In Australia nashi and European pears are harvested

January to March, and kiwifruit from March to May.

Oakside fire - insurance proceeds for asset loss

On 4 March 2015 a fire at the Group's Oakside facility destroyed

an ancillary packhouse and caused damage to an office space

and a number of coolstore buildings and associated plant, all

part of post harvest operations. The Group is fully insured for loss

on assets and also business interruption, and in 2015 the loss

on the asset claim was accepted by the Group insurers NZI, QBE

and AIG. During the 2015 financial year the value of insurance

recoveries for the loss of property and business interruption was

$5.46m, of which the Group received $2.48m, recognised as

other income in the statement of financial performance. During

the current year the value of the claim was finalised, and a further

$0.5m was recorded in the statement of financial performance

and the balance of insurance proceeds received.

Insurance proceeds - fruit loss mitigation claim

As a result of the March 2015 fire at the groups Oakside facility,

Seeka and its growers suffered a financial loss due to extraordinary

fruit softening and fruit loss. This loss was subject to an insurance

claim and Seeka advanced the grower pool $4.04m to minimise

the risk of grower loss with the advance only to be repaid as a

priority charge from any further insurance proceeds received

should the active claim be accepted and paid.

During the current financial year the growers insurance claim was

accepted and a full and final settlement agreed with the insurer,

with Seeka receiving $3.63m which is recorded in the statement of

financial performance (see note 4).

Grower incentive scheme

In response to industry-wide crop loss from the kiwifruit vine

disease Psa-V, in 2013 the Group initiated a grower incentive

scheme to secure post harvest volumes for harvests 2014, 2015

and 2016. Eligible growers that joined the scheme committed

to supply all kiwifruit and kiwiberry crops from their orchards up

to and including harvest 2016. In return, when each season's

supply obligation is met (in September) the Company issues

each complying grower with $0.10 worth of shares for every

tray supplied that season. Shares are issued at the NZX volume

weighted average price (VWAP) of shares prior to the issue.

For accounting purposes, the Group recognises:

• the expense as a discount to sales from post harvest revenue in

the statement of financial performance, and

• the value of issued shares as share capital when the shares are

issued.

The year ended 31 December 2016 is the final year of the three

year scheme.

23
Seeka 2016 Annual Report

2016 2015

New Zealand dollars Note $000s $000s

Note 4. Cost of sales and operating expenses

Operating materials and services 110,966 84,470

Direct employee benefits 39,871 29,735

Operating lease expense 5,727 8,369

Net movement in fair value of biological assets - crop

11 1,319 ( 4,187)

Total cost of sales 157,883 118,387

Acquisition costs - 616

Stamp duty - 504

Total acquisition costs and stamp duty - 1,120

Grower relationship payment - 4,042

Total other employee benefits 7,012 5,076

General administrative expenses 5,263 4,316

Audit fees paid to principal auditors - (paid on a Group basis) 227 194

Tax fees paid to principal auditors 145 231

Other accounting fees - 1

Directors' fees and expenses - Seeka Limited 396 400

Movement in onerous lease provision ( 34) ( 30)

Rent and lease expenses 257 292

(Gain) on sale of property plant and equipment and investments ( 101) ( 78)

Total other costs 13,165 10,402

Depreciation 9 7,187 5,749

Amortisation 10 470 456

Impairments and revaluations

(Gain) on revaluation of land and buildings

9 ( 347) ( 1,228)

Impairment of investments in associates

25 38 -

Impairment of investments in shares

22 340 -

Impairment of assets

9 118 1,740

Total Impairment and revaluation 149 512

Total expenses 182,200 142,630

Accounting policies

Revenue comprises the fair value received for the sale of goods

and services, net of goods and services tax (GST), rebates and

discounts and after eliminating sales within the Group.

Orchard revenue

Managed orchards - revenue is invoiced and recognised as

earned for orcharding services provided to managed orchards

supplying the Group.

Leased orchards and leased land orchards - crop revenue is

recognised in the statement of financial performance at the point

of harvest based on forecast orchard gate returns (OGRs) with a

corresponding increase in the statement of financial position. The

proceeds are then received over the 12 month period following

harvest. Revenue estimates are updated at balance date.

Post harvest revenue

From fruit packing, coolstorage and other supply-chain activities.

Services peak from April to December with the bulk of revenues

collected by end November. Revenue is recognised as services are

provided.

Retail service revenue

Ripening and delivery services, and fruit sales to key retail

customers - revenue is recognised as services are provided on a

principal or agency basis depending on who bears the risks and

rewards.

Fruit marketing and wholesale market sales programmes

(domestic and international) – where the Group acts as an agent

and collects a commission on sales with revenue recognised when

the produce is sold.

Where the Group purchases fruit directly from suppliers for resale,

revenue is recognised when the produce is sold.

Collaborative marketing programmes (the Group purchases fruit

from Zespri International for sale in agreed international markets

under licence from Kiwifruit New Zealand) - revenue is recognised

when the produce is sold.

Where the Group manufactures and sells products, revenue is

recognised when the products are sold.

Interest income

Interest income is recognised on a time-proportion basis using the

effective interest method.

Dividend income

Dividend income is recognised when the right to receive payment

is established.

24
Seeka 2016 Annual Report

Grower relationship payment - fruit loss

On 4 March 2015 a fire at the Group's Oakside packhouse

destroyed part of the facility and caused damage to an ancillary

packhouse, office space and a number of coolstore buildings and

associated plant, all part of post harvest operations. Seeka and

its growers suffered extraordinary fruit softening and loss as the

result of the fire and the strategy put in place to mitigate fruit loss

at that site. While the strategy was successful, growers still suffered

extraordinary financial loss that is the subject of a further insurance

claim by Seeka Growers Limited for the value of the fruit lost. As at

31 December 2015 the claim was partly agreed, but a substantial

portion was still in the process of evaluation by their insurance

underwriters. Seeka considered it important to stand by its growers

while they worked through the detailed insurance process and

during the 2015 financial year advanced $4.04m to the grower

pool so as to maintain its grower payments thereby minimising the

risk of grower loss. In doing so, it was agreed that the advance

will only be repaid to Seeka as a priority charge from any further

insurance proceeds from the active insurance claim should the claim

be accepted. On 11 November 2016, full and final settlement with

the grower’s insurer was agreed and Seeka was repaid $3.63m

which is recorded in the statement of financial performance as a

repayment of the advance made in 2015 by Seeka.

Accounting policies

Operating expenses are recognised in the statement of financial

performance as incurred, except where a future economic benefit

arises and they are recorded as prepayment.

Operating leases

Leases in which a significant portion of the risks and rewards of

ownership are retained by the Group are classified as operating leases.

Operating leases include short term orchard leases. Payments

made under operating leases (net of any incentives received from

the lessor) are charged to the statement of financial performance

on a straight line basis over the period of the lease, except for

short term orchard leases where lease costs are recognised at the

same time as other crop related income and expenses.

Wages and salaries, annual leave and sick leave

Liabilities for wages and salaries, including non-monetary benefits

and annual leave expected to be settled within 12 months of the

reporting date are recognised in other payables in respect of

employees' services up to the reporting date and are measured at

the amounts expected to be paid when the liabilities are settled.

Liabilities for non-accumulating sick leave are recognised when the

leave is taken and measured at the rates paid or payable.

Accounting policies

Cash flows statements are prepared using the direct approach. Cash and cash equivalents are shown exclusive of GST.

2016 2015

New Zealand dollars $000s $000s

Note 5. Reconciliation of net operating surplus after taxation

with cash flows from operating activities

Net operating surplus after taxation 10,385 4,272

Add non cash items:

Depreciation 7,187 5,749

(Gain) on revaluation of land and buildings ( 347) ( 1,228)

Impairment of assets 118 -

Impairment of investment in associates 38 -

Impairment of investment in shares 340 -

Movement in deferred tax ( 1,426) 844

Movement in fair value of biological assets - crop 1,319 ( 4,187)

Impairment of assets - fire loss - 1,740

Movement in onerous leases ( 34) ( 30)

Amortisation of intangibles 470 456

Share of loss from associates - 5

7,665 3,349

Add / (less) items not classified as an operating activity:

(Gain) / loss on sale of property, plant and equipment ( 56) 19

Decrease in current water allocation account 146 -

(Gain) on sale of shares ( 45) ( 97)

Income from insurance proceeds - asset loss ( 498) ( 2,478)

( 453) ( 2,556)

(Increase) / decrease in working capital:

Increase in accounts payable 2,538 2,546

(Increase) in accounts receivable/prepayments ( 2,358) ( 4,003)

(Increase) in inventory ( 204) ( 735)

Increase / (decrease) in taxes due 3,679 ( 1,069)

3,655 ( 3,261)

Net cash flow from operating activities 21,252 1,804

25
Seeka 2016 Annual Report

2016 2015

New Zealand dollars Note $000s $000s

Note 6. Income tax expense

a. Current tax expense

Current year 4,202 72

Adjustments for prior year 123 58

4,325 130

Deferred tax expense

7

Origination and reversal of temporary differences ( 1,098) 844

Total income tax expense 3,227 974

b. Numerical reconciliation of income tax expense to prima facie tax payable

Profit before income tax expense 13,612 5,246

Tax at the New Zealand tax rate of 28% 4,102 1,981

Tax at the Australian tax rate of 30% ( 294) ( 574)

Tax effect of amounts which are not deductible (taxable) in calculating taxable income 170 223

Tax exempt income ( 157) ( 803)

(Over) / under provision in prior years ( 594) 147

Income tax expense 3,227 974

c. Imputation credit account

Imputation credits available for use in subsequent reporting periods 9,352 10,414

The above amounts represent the balance of the imputation account as at the end of the reporting period, adjusted for:

a. Imputation credits that will arise from the payment of the amount of the provision for income tax

b. Imputation debits that will arise from the payment of dividends recognised as a liability at the reporting date; and

c. Imputation credits that will arise from the receipts of dividends recognised as receivables at the reporting date.

d. Current tax receivable / (liability)

Opening balance of current tax receivable 1,314 244

Adjustments for prior periods ( 123) ( 58)

Current year tax ( 4,202) ( 72)

Reclassify income tax as deferred tax ( 362) -

Less tax paid 993 1,200

Exchange differences 15 -

Current tax (liability) /receivable ( 2,365) 1,314

In the current year an adjustment has been made between deferred tax and the current tax liability to amend the opening balance.

Accounting policies

Income tax expense comprises both current and deferred tax and is recognised in the statement of financial performance.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the

reporting date, and any adjustment to the tax payable in respect of previous years.

Deferred tax is recognised using the balance sheet method, providing for temporary differences between the tax loses of assets and

liabilities and their carrying amounts in the consolidated financial statements. Deferred tax is not accounted for if it arises from initial

recognition of an asset or liability in a transaction other than a business combination and that affects neither accounting or taxable profit.

Differences relating to investments in subsidiaries and jointly controlled entities are not recognised to the extent that they probably will not

reverse in the foreseeable future.

Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the

laws that have been enacted or substantively enacted at balance date.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the temporary

differences can be utilised.

26
Seeka 2016 Annual Report

Note 7. Deferred tax

Deferred tax assets and liabilities are offset when there is a legally-enforceable right to offset current tax assets against current tax

liabilities and when the deferred income taxes relate to the same fiscal authority.

The following table details the offset amounts.

2016 2015

New Zealand dollars $000s $000s

Expected settlement

Within 12 months ( 1,076) 456

In excess of 12 months 14,221 13,741

13,145 14,197

Net deferred tax liabilities

Opening balance 14,197 9,703

Reclassify income tax as deferred tax ( 362) -

Opening balance from purchase of subsidiary - 3,009

Exchange differences ( 61) ( 118)

Charged to the statement of financial performance ( 1,098) 844

Charged to revaluation reserve 491 816

(Credited) to hedge reserve ( 22) ( 57)

Closing balance at end of year 13,145 14,197

The following table details the composition of deferred tax if any offsetting

within the same tax jurisdiction was not taken into consideration.

Temporary differences on non-current assets 14,221 13,750

Current liabilities ( 2,149) ( 1,409)

Prepayments and accrued income 1,073 1,856

13,145 14,197

Deferred tax assets are recognised for tax loss carry-forwards to the extent that the realisation of the related tax benefit through the future

taxable profits is probable. No amounts were recognised at balance date and there were no unrecognised tax losses (Dec 2015 - Nil).

The deferred tax liability recognised in the financial statements does not represent the tax that would be payable on the disposal of the

buildings; actual tax payable is limited to the reversal of tax depreciation claimed on that asset in prior period tax returns.

Note 8. Events occurring after balance date

There are no material events occurring subsequent to balance date requiring adjustment to or disclosure in the financial statements.

27
Assets

This section focuses on the physical and intangible assets used by the Group to operate the business,

deliver benefits to stakeholders, add new income streams and generate revenues. Assets include post

harvest facilities, retail service facilities, and software. Assets also include land, bearer plants and crop

on Group-owned and leased orchards, along with goodwill and supplier contracts arising from Group

acquisitions.

Disclosures are made on additions, disposals, revaluations, depreciation, impairments and amortisation.

Land and Plant and Motor Bearer

buildings equipment vehicles plants Total

New Zealand dollars $000s $000s $000s $000s $000s

Note 9. Property, plant and equipment

At 1 January 2015

Cost or valuation 45,529 67,503 621 2,437 116,090

Accumulated depreciation and impairment ( 966) ( 44,700) ( 426) ( 51) ( 46,143)

Net book amount 44,563 22,803 195 2,386 69,947

Year ended 31 December 2015

Opening net book amount 44,563 22,803 195 2,386 69,947

Additions 11,463 4,407 113 74 16,057

Additions through business combinations 9,441 1,858 597 5,245 17,141

Exchange differences ( 370) ( 62) ( 35) ( 206) ( 673)

Depreciation ( 1,445) ( 3,912) ( 53) ( 339) ( 5,749)

Disposals ( 1,190) ( 250) - - ( 1,440)

Impairment - assets destroyed by fire ( 1,446) ( 294) - - ( 1,740)

Revaluation before tax 5,175 - - - 5,175

Closing net book amount 66,191 24,550 817 7,160 98,718

At 1 January 2016

Cost or valuation 68,602 73,162 1,296 7,550 150,610

Accumulated depreciation and impairment ( 2,411) ( 48,612) ( 479) ( 390) ( 51,892)

Net book amount 66,191 24,550 817 7,160 98,718

Year ended 31 December 2016

Opening net book amount 66,191 24,550 817 7,160 98,718

Additions 30,738 11,196 241 882 43,057

Additions through business combinations - 56 - - 56

Reclassification of software to property, plant and equipment - ( 29) - - ( 29)

Exchange differences ( 212) ( 62) ( 3) ( 118) ( 395)

Depreciation ( 2,312) ( 4,344) ( 79) ( 452) ( 7,187)

Disposals ( 1,452) ( 329) ( 24) ( 689) ( 2,494)

Impairment of assets - - - ( 118) ( 118)

Revaluation before tax 2,881 - - - 2,881

Closing net book amount 95,834 31,038 952 6,665 134,489

At 31 December 2016

Cost or valuation 100,557 83,994 1,510 7,625 193,686

Accumulated depreciation and impairment ( 4,723) ( 52,956) ( 558) ( 960) ( 59,197)

Net book amount 95,834 31,038 952 6,665 134,489

Seeka 2016 Annual Report

28
Bearer plants

Bearer plants are the Group's investment in kiwifruit vines, pear,

avocado and other fruiting trees on Group-owned and leased

land. Bearer plants are stated at historical cost less depreciation.

Historical cost includes all costs incurred to purchase the asset.

Land and buildings

Land and buildings are shown at fair value, based on periodic,

but at least triennial valuations by independent valuers, plus any

subsequent improvements at cost, less subsequent depreciation

for buildings. At each annual balance date, approximately one

third of assets classified as land and buildings are revalued and

those valuations are used to assess the appropriateness of the

carrying values of all land and building assets held by the Group.

Revaluations are performed more frequently if changing industry

conditions may cause their carrying value to differ significantly from

fair value. Any accumulated depreciation at the date of revaluation

is eliminated against the gross carrying amount of the asset and the

net amount is restated to the revalued amount of the asset.

Land and buildings

Land and buildings are revalued to their estimated market value

on a three-year rolling cycle (excluding assets under construction

and in the 2015 financial year those damaged by the Oakside

fire), plus any subsequent additions at cost, less subsequent

depreciation for buildings. In New Zealand valuations are

undertaken by TelferYoung Valuers, ANZIV, independent registered

valuer. In Australia valuations are undertaken by Goulburn Valley

Property Services, independent valuers, Shepparton, Victoria,

Australia. At each balance date approximately one third of assets

classified as land and buildings are revalued and these valuations

are used to assess the appropriateness of the carrying values of all

assets classified as land and buildings that are held by the group.

Valuations are undertaken by the independent valuers using

inherently subjective techniques that include estimations.

The valuers consider four different approaches in concert to arrive

at a fair value;

1. Replacement cost - adds the value of the land to the

replacement cost of the buildings and other improvements

based on the current cost of construction less depreciation

based on the age of the building with an allowance for

physical depreciation. Specific consideration is given to the

'optimised depreciated replacement cost' methodology.

2. Sales - considers sales of other comparable properties.

3. Investment - assumes a hypothetical lease of the property with

a current market rental being established and capitalising this

at an appropriate rate of return (10% – 12.5%) that would be

expected by a prudent investor.

4. Discounted cash flow – first used in 2016: This is a variation

of the investment method whereby it takes the current market

rental calculated under the investment method and forecasts

net cash flows over a period of 10 years. The cash flows

are adjusted for expected growth in market rentals and

estimated costs incurred to maintain the land and buildings in

operational use. This method assumes the land and buildings

are sold in the terminal year (year 11).

The following table details the gain on revaluation of land and buildings recognised in the revaluation reserve, net of tax of $1.94m (Dec

2015 - $3.13m).


Land Buildings Total

New Zealand dollars $000s $000s $000s

Land and buildings revaluation reserve 679 1,264 1,943

As a consequence of the building revaluations conducted December 2016, $1.63m (Dec 2015 - $0.23m) of accumulated depreciation

was offset directly against the assets' cost or valuation, prior to revaluation.

Details of what the depreciated value of land and buildings would be if they were stated on a historical cost basis are as follows.

2016 2015

New Zealand dollars $000s $000s

Cost 106,489 77,415

Accumulated depreciation ( 21,509) ( 18,077)

Depreciated historical cost 84,980 59,338

Net book amount 95,834 66,191

Impairment

On 4 March 2015, the Group's Oakside facility suffered a fire which led to the destruction or damage to an ancillary packhouse and

office, and a number of coolstore buildings and associated plant, all of which were part of post harvest operations.

As a result the Group recognised a $1.74m asset impairment expense within the statement of financial performance during the year

ended 31 December 2015.

The Group was fully insured for loss on assets and also business interruption with the claim settled in the current financial year. The group

received insurance recoveries of $5.96m of which $0.50m has been recorded in the statement of financial performance in the current

year (Dec 2015 - $5.46m).

During the year the group replaced some of its Australian bearer plants as part of a plant and crop renewal plan. This resulted in an

impairment and the write off of the carrying value of bearer plants replaced by $0.1m which has been recognised through the statement

of financial performance.

Accounting policies

Seeka 2016 Annual Report

29
Water Supplier Interest in Other

Software Goodwill shares contract leased land intangibles Total

New Zealand dollars $000s $000s $000s $000s $000s $000s $000s

Note 10. Intangible assets

At 1 January 2015

Cost 1,837 3,414 - 1,877 768 - 7,896

Accumulated amortisation ( 1,728) - - ( 203) ( 357) - ( 2,288)

Net book amount 109 3,414 - 1,674 411 - 5,608

Year ended 31 December 2015

Opening net book amount 109 3,414 - 1,674 411 - 5,608

Additions 410 - 509 - - - 919

Additions through business combinations - 6,271 3,568 - - - 9,839

Exchange differences - ( 245) ( 139) - - - ( 384)

Amortisation ( 88) - - ( 334) ( 34) - ( 456)

Closing net book amount 431 9,440 3,938 1,340 377 - 15,526

At 1 January 2016

Cost 2,247 9,440 3,938 1,877 768 - 18,270

Accumulated amortisation ( 1,816) - - ( 537) ( 391) - ( 2,744)

Net book amount 431 9,440 3,938 1,340 377 - 15,526

Year ended 31 December 2016

Opening net book amount 431 9,440 3,938 1,340 377 - 15,526

Additions 77 - - - - 105 182

Additions through business combinations - 244 - - - - 244

Software reclassified from property, plant & equipment 29 - - - - - 29

Exchange differences ( 1) ( 142) ( 92) - - - ( 235)

Amortisation ( 134) - - ( 304) ( 32) - ( 470)

Closing net book amount 402 9,542 3,846 1,036 345 105 15,276

As at 31 December 2016

Cost 2,352 9,542 3,846 1,877 768 105 18,490

Accumulated amortisation ( 1,950) - - ( 841) ( 423) - ( 3,214)

Net book amount 402 9,542 3,846 1,036 345 105 15,276

Changes in the carrying amounts arising on revaluation of land

and buildings are accounted through comprehensive income and

other reserves, except where an assets fair value is less the original

cost, in which case the change is recognised in the statement of

financial performance.

Plant and equipment and motor vehicles

All other property, plant and equipment are stated at historical

cost less depreciation. Historical cost includes all costs incurred to

purchase the asset.

Subsequent additions at cost are included in the asset’s carrying

value or recognised as a separate asset, as appropriate, only when

it is probable that future economic benefits associated with the item

will flow to the Group and the cost of the item can be measured

reliably. All other repairs and maintenance are charged to the

statement of financial performance during the financial period in

which they are incurred.

Impairment of assets are recognised in the statement of financial

performance.

Depreciation

Land is not depreciated. Depreciation on other assets is calculated

using the straight line or diminishing value method to allocate their

cost or revalued amounts, net of their residual values, over their

estimated useful lives. The depreciation of bearer plants on leased

land orchards is aligned to the term of the lease.

The estimated useful lives of assets are as follows:

• Buildings: 20 - 50 years

• Machinery: 10 - 20 years

• Vehicles: 4 - 7 years

• Furniture, fittings and equipment: 3 - 10 years

• Bearer plants: 5 - 50 years

The assets’ residual values and useful lives are reviewed, and

adjusted if appropriate, at balance date.

An asset’s carrying amount is immediately written down to its

recoverable amount.

Gains and losses on disposals are determined by comparing

proceeds with the carrying amount, and any gain or loss is included

in the statement of financial performance. When revalued assets

are sold, the amounts included in the revaluation reserve in respect

of those assets is transferred to retained earnings.

Seeka 2016 Annual Report

30
The amortisation period of software is four to five years and the remaining amortisation period for the interest in leased land is from 34 to

92 years.

The Group's interest in leased land occupied, or held for future development, arose on the acquisition of Huka Pak and is the difference in

the value of the lease terms to relative market terms.

Permanent water shares are an integral part of land and irrigation infrastructure required to grow pears, kiwifruit and other annual crops

in Australia and are carried at cost. The fair value of permanent water shares used for impairment testing is supported by the traded price

of the shares.

Impairment tests for goodwill

The Board reviews business performance based on operating segments and monitors goodwill at the operating segment level in

accordance with the policy below. Goodwill represents the Group's retail services acquired with Glassfields, the acquisition of Seeka

Australia (Pty) Limited and the acquisition of the Kiwi Crush and Kiwi Crushies product ranges.

The recoverable amount is based on the net present value of the 5 year after-tax cash flow projection, with a terminal value beyond

5 years. Cash flows beyond the 5 year period are extrapolated using estimated growth rates and discount rates stated below. The

assumptions used for the analysis of the net present value of forecast gross margin for the cash generating unit, is determined based on

past performance and Directors' expectations of future market development. No impairment arose in the current year.

No impairment would be required if the discount rate applied was 1% higher or if the terminal growth rate was 1% lower.

The following table details the key assumptions used for value-in-use calculations and the recoverable amount in 2016.

Cash generating Carrying

unit within amount Discount Growth rate Terminal

the business $000s rate 1 - 5 years growth rate

Goodwill

Glassfields Retail services segment 3,414 9.6% 1.0% - 2.0% 2.0%

Seeka Australia Pty Limited Australian operations 5,884 9.6% 2.3% - 3.5% 2.5%

Kiwi Crush Retail services segment 244 9.6% 2.0% - 10.0% 2.0%

The following table details how leased land would be stated on the historical cost basis.

2016 2015

New Zealand dollars $000s $000s

Cost 1,735 1,735

Accumulated amortisation ( 262) ( 230)

Depreciated historical cost 1,473 1,505

Net book amount 345 377

Accounting policies

Intangible assets

Assets with a finite useful life are subject to depreciation and

amortisation and reviewed for impairment whenever events or

changes in circumstances indicate that the carrying amount may not

be recoverable. Intangible assets that have an indefinite life are not

subject to amortisation and are tested annually for impairment, with

impairment losses recognised when the carrying amount exceeds

the recoverable amount. When assessing impairment, assets are

grouped at the lowest identifiable unit able to generate cash flow.

Software

Acquired computer software licences are capitalised on the basis of

the costs incurred to acquire and bring to use the specific software.

These costs are amortised over their estimated useful life (typically

three to five years).

Goodwill

Goodwill represents the excess of the cost of an acquisition over

the fair value of the Group’s share of the net identifiable assets

of the acquired business or associate at the date of acquisition.

Goodwill on acquisition of a business is included in intangible

assets. Goodwill on acquisition of an associate is included

in investments in associates. Goodwill acquired in business

combinations is not amortised. Instead, goodwill is tested for

impairment annually, or more frequently if deemed prudent,

goodwill is carried at cost less accumulated impairment losses.

Gains and losses on the disposal of an entity include the carrying

amount of goodwill relating to that entity.

Supplier contracts

When an intangible asset is recognised on a supplier contract it is

amortised over the life of the contract on a straight line basis. The

expense is charged to the statement of financial performance.

Lease interest in land

The Group’s interest in long term leased land occupied, or held

for future development, is amortised over the life of the lease and

tested for impairment on a triennial basis along with land and

buildings.

Permanent water shares

The Group records permanent water shares at cost; the shares

have an indefinite life and are not depreciated. Integral to growing

annual crops in Australia, the carrying value is tested annually

for impairment and as required, adjusted to take account of any

impairment losses.

Other intangibles

Other intangibles include a licence to grow G3 kiwifruit and is

amortised over the life of the licence on a straight line basis. The

expense is charged to the statement of financial performance.

Seeka 2016 Annual Report

31
Note 11. Biological assets - crop

Crops growing on bearer plants are classified as biological assets and measured at fair value.

Crop assets are kiwifruit, Nashi pears, Packham Pears, Corella Pears, other pears, cherries, avocado, apricot, and plum crops growing on

leased and owned orchards and yet to be harvested at balance date.

The following table reconciles beginning balances to end balances for biological assets crop measured at fair value defined as level

3 in note 30.

2016 2015

New Zealand dollars $000s $000s

Carrying amount at beginning of period 17,365 11,594

Crop harvested during the period

Fair value movement from the beginning of the period to point of harvest 21,276 15,610

Fair value when harvested ( 38,641) ( 27,204)

Crop growing on bearer plants at end of period

Crop where cost is deemed fair value 15,657 16,935

Crop at fair value 389 430

Carrying value at end of period 16,046 17,365

The following table reconciles fair value movement of biological assets crop.


2016 2015

New Zealand dollars $000s $000s

Movement in carrying amount ( 1,152) 5,771

Less current period additions and acquisitions - ( 1,645)

Less exchange differences ( 167) 61

Net fair value movement in crop ( 1,319) 4,187

Biological assets are classified as follows.

2016 2015

New Zealand dollars $000s $000s

Australia - all varieties 4,678 4,532

New Zealand - kiwifruit crop 11,134 12,721

New Zealand - avocado crop 234 112

Carrying value at end of period 16,046 17,365

Crop where cost is deemed fair value

Kiwifruit, Nashi, Packham and Corella pear crops are not considered to have achieved sufficient biological transformation at balance date

and as such cost is deemed fair value.

For each crop cost is tested for impairment at balance date using the Group budget for yields and market returns less costs yet to be

incurred on an orchard by orchard basis to establish a recoverable value for the crop on each of the groups orchards.

Where the recoverable value is less than cost, the cost is impaired through the statement of financial performance (note 30).

Accounting policies

Biological assets are the crops growing on bearer plants in the Group’s leased and owned orchards. The method to determine fair value

depends on the degree of biological transformation (the maturity of the fruit) at balance date.

When insufficient biological transformation has occurred, the fair value is the costs incurred at balance date to grow the crops (so long as

the costs are considered recoverable).

When sufficient biological transformation has occurred, fair value is the estimated net market return less selling cost and costs to market.

The estimated market return less selling cost is established by reference to current and expected sales returns when available, in the event

market data is not available an assessment is made based on historical data.

Seeka 2016 Annual Report

32
Working Capital

This section focuses on how the Group manages inventories, accounts receivable and accounts payable

to ensure an appropriate level of working capital is available to operate the business, deliver benefits to

stakeholders and generate revenues.

Seeka 2016 Annual Report

2016 2015

New Zealand dollars $000s $000s

Note 12. Trade and other receivables

Current trade receivables 11,009 9,446

Prepayments 706 851

Insurance receivable for asset loss - fire - 2,984

GST refund due - 343

Accrued fruit income and other sundry receivables 8,874 7,584

Current trade and other receivables 20,589 21,208

Non current trade receivables 3,350 3,772

Total receivables 23,939 24,980

Within current trade receivables, $1.14m are past due (Dec 2015 - $1.35m), of which 5% are more than 90 days (Dec 2015 - 4%).

Non-current trade receivables are considered recoverable and relate to debtors secured against crop supply commitments with repayment

terms of up to five years.

Accounting policies

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for doubtful debts.

Collectability of trade receivables is reviewed on an ongoing basis including debts past due but not considered impaired. Debts which

are known to be uncollectible are written off. A provision for doubtful receivables is established when there is objective evidence that the

Group will not be able to collect all amounts due, and is recognised in the statement of financial performance.


2016 2015

New Zealand dollars $000s $000s

Note 13. Inventories

Total packaging at cost 1,783 1,875

Other inventories at cost 1,606 1,310

Total inventories 3,389 3,185

In the current year, $25.76m (Dec 2015 - $20.95m) of packaging inventory costs were expensed to cost of sales in the statement of

financial performance.

Accounting policies

Raw materials and stores, work in progress, finished goods and fruit produce are stated at the lower of cost and net realisable value. Cost

comprises direct materials and direct labour, and are assigned to individual items of inventory on the basis of weighted average costs. Net

realisable value is the estimated selling price less estimated costs of completion and sales costs.

33
Seeka 2016 Annual Report

2016 2015

New Zealand dollars $000s $000s

Note 14. Irrigation water rights

Opening net book amount 349 -

Additions through business combinations - 437

Purchases of temporary water rights 126 146

Water expensed ( 439) ( 220)

Fair value movement 167 -

Exchange differences ( 8) ( 14)

Closing net book value 195 349

Accounting policies

Allocation rights are carried at fair value supported by the value of the traded rights on a recognised exchange or market at measurement date.

Annual water allocation rights are recognised as a current asset when they are allocated to the group’s permanent water shares from the

first of July each year by the Victorian Water Register, and are subsequently expensed when the water entitlement is used to irrigate the

orchards.

2016 2015

New Zealand dollars $000s $000s

Note 15. Trade and other payables

Trade payables 5,638 4,402

Accrued expenses 12,152 12,043

Employee expenses 3,613 2,942

GST payable 280 -

Other payables 20 5,467

Total trade and other payables 21,703 24,854

Accounting policies

Trade payables are recognised initially at fair value (the invoiced amount). If the Group has been provided with extended terms of trade,

they are then recognised at amortised cost using the effective interest method.

2016 2015

New Zealand dollars $000s $000s

Note 16. Onerous lease provision

Carrying amount at start of year 42 72

Provision released during the year ( 34) ( 30)

Carrying amount at end of year 8 42

Current provision 8 34

Non-current provision - 8

Carrying amount at end of year 8 42

The provision for onerous leases relates to a coolstore lease that is no longer required. The lease on the coolstore expires 31 March 2017,

and the provision is discounted at 10% per annum.

No other leases were identified as onerous.

Accounting policies

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated

reliably and the Group expects to settle the obligation.

34
Funding

This section focuses on how the Group manages its capital structure to protect shareholder value, while

funding operations that deliver benefits to stakeholders and grow shareholder returns.

Disclosures are made on the Group’s bank facilities, retained earnings, dividends paid to shareholders, and earnings per share. Details on

the Company’s share capital include shares issued under the dividend reinvestment plan, grower incentive and employee share schemes.

Seeka 2016 Annual Report

2016 2015

New Zealand dollars $000s $000s

Note 17. Interest bearing liabilities

Current secured

Bank borrowings 5,716 1,630

Total current interest bearing liabilities 5,716 1,630

Non-current secured

Non current portion of term liabilities 68,729 52,522

Total non-current interest bearing liabilities 68,729 52,522

The Group’s total facilities of $114.8m (Dec 2015 - $115.6m) comprise a multi-option credit facility of $31.2m (Dec 2015 - $31.4m) and

term loans of $83.6m (Dec 2015 - $84.2m).

The Board has assessed the fair value of the term loans as the outstanding balance at balance date.

The Group’s bank facilities are held with Westpac and it is expected that all facilities will be refinanced when they become due for review

in the normal course of business.

The following table details the amounts of the term loans drawn down at balance date and their maturities.

Balance due

New Zealand dollars $000s Interest rate Maturity

Term loans as at 31 December 2016

AUD $17m 17,668 3.44% 28 February 2018

AUD $10m 9,561 3.16% 30 September 2018

NZD $16.5m 16,500 3.25% 28 February 2018

NZD $10m 10,000 3.65% 28 February 2018

NZD $9m 9,000 3.65% 28 February 2018

NZD $20m 6,000 3.30% 28 February 2018


Term loans as at 31 December 2015

AUD $17m 12,771 3.90% 28 February 2018

AUD $10m 8,621 3.90% 28 February 2018

NZD $16.5m 12,130 3.95% 28 February 2018

NZD $10m 10,000 4.42% 28 February 2018

NZD $9m 9,000 4.42% 28 February 2018

All of the Group’s term loans are on interest-only repayment terms.

Assets pledged as security

Bank loans and overdrafts are secured by first mortgages over the Group’s freehold land and buildings. The Group’s policy is to protect

the term portion of the loans from exposure to changing interest rates. See note 31.

Accounting policies

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost.

When it is probable that part or the entire loan will be drawn down, any loan facility establishment fee paid is recognised as a loan

transaction cost. When the loan will probably remain undrawn, any loan fee paid is capitalised as a pre-payment for liquidity services and

amortised over the period of the facility.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12

months after balance date.

35
Seeka 2016 Annual Report

2016 2015

Shares Shares Shares

Note 18. Share capital

Authorised and issued share capital

Ordinary shares - fully paid and no par value

Opening balance 16,325,730 15,526,416

Shares issued under:

Dividend reinvestment programme 68,698 60,364

Grower incentive scheme 666,124 738,950

Employee share scheme 398,100 -

Total shares issued 17,458,652 16,325,730

Ordinary shares - classified as follows

Held by ordinary shareholders 16,715,052 15,660,430

Held by Seeka Employee Share Plan Trustees 743,600 665,300

Total shares issued 17,458,652 16,325,730

2016 2015

New Zealand dollars $000s $000s

Movements in ordinary paid up share capital

Opening balance of ordinary shares 42,730 40,052

Issues of ordinary shares during the year 4,752 2,678

Closing balance of ordinary share capital 47,482 42,730

Movements in treasury share capital

Opening balance of ordinary shares 2,079 2,279

Issue of shares under the employee share scheme 1,545 -

Cash received under employee share scheme ( 1,092) ( 200)

Closing balance of shares held as treasury capital 2,532 2,079

Net share capital 44,950 40,651

Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the

number of fully paid shares held.

Grower Incentive Scheme

On 7 September 2016, the Group issued 666,124 shares at a price of $4.40 each in respect of the 2016 kiwifruit supply season to

participating growers. See note 3.

Accounting policies

Ordinary shares are classified as equity.

Where any Group company purchases the Company's equity share capital (treasury shares), the consideration paid, including any directly

attributable incremental costs (net of income taxes), is deducted from equity attributable to the Company's equity holders until the shares

are cancelled or reissued. Where such shares are subsequently reissued, any consideration received, net of any directly attributable

incremental transaction costs and the related income tax effects, is included in equity attributable to the Company's equity holders.

36
Seeka 2016 Annual Report

2016 2015

Note 19. Earnings per share and net tangible assets per share

Basic earnings per share

Profit attributable to equity holders of the Company (NZD thousands) 10,385 4,272

Weighted average number of ordinary shares in issue (thousands) 16,067 14,971

Basic earnings per share $ 0.65 $ 0.29

Diluted earnings per share

Profit attributable to equity holders of the Company (NZD thousands) 10,385 4,272

Weighted average number of ordinary shares in issue plus employee share scheme (thousands) 16,770 15,659

Diluted earnings per share $ 0.62 $ 0.27

Net tangible assets per share

Net tangible assets (NZD thousands) 75,769 61,379

Total ordinary shares issued at the end of the period (thousands) 17,459 16,326

Net tangible asset per share $ 4.34 $ 3.76


Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company (excluding any costs of servicing

equity other than ordinary shares) by the weighted average number of ordinary shares outstanding during the period, adjusted for bonus

elements in ordinary shares issued during the period.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income

tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of

shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

Net tangible asset per share

Net tangible asset per share is calculated by dividing the Group’s net assets less goodwill by the total shares on issue at the end of the period.

2016 2015

New Zealand dollars $000s $000s

Note 20. Retained earnings and reserves

Reserves

Cash flow hedge reserve ( 241) ( 184)

Available for sale revaluation reserve 1,939 1,075

Land and buildings revaluation reserve 10,370 8,427

Foreign currency translation reserve 620 9

Foreign currency revaluation reserve ( 476) ( 51)

Share based payment reserve 284 142

Total reserves 12,496 9,418

The cash-flow hedge reserve is used to record increases and decreases on the revaluation of derivative financial instruments.

The available-for-sale reserve is used to record increases and decreases on the revaluation of available for sale financial assets.

The land and buildings revaluation reserve is used to record increments and decrements on the revaluation of land and buildings.

The foreign currency translation reserve is used to record foreign currency translation differences on the translation of the Group entities

results and financial position. The amounts are accumulated in other comprehensive income and recognised in profit and loss when the

foreign operation is partially disposed of or sold.

The foreign currency revaluation reserve is used to record unrealised gains and losses on the Group's assets and liabilities held in foreign

currencies.

37
Seeka 2016 Annual Report

Retained earnings

The following table details movements in retained earnings.

2016 2015

New Zealand dollars $000s $000s

Balance at 1 January 20,750 19,185

Net profit for the year 10,385 4,272

Dividends paid ( 3,398) ( 2,707)

Realisation of land and buildings reserve 128 -

Balance at 31 December 27,865 20,750

Share based payment reserve

The Group operates two equity-settled, share-based compensation plans: a new employees share scheme that was established in 2014,

and a scheme established in 2002 that is not active and is in the process of being terminated with all surplus shares sold during the year.

The active scheme is managed by a trust established in October 2014, and the directors of the trustee company (Seeka Employee Share

Plan Trustee Limited) are also Directors of Seeka.

Under the employee share schemes shares are issued to an employee share trust, with certain employees eligible to subscribe to shares

held by the trust with this benefit recognised as a share-based payment expense and recorded as an expense over the vesting period. At the

end of the vesting period the employee has an option to settle any outstanding debt on the shares and have the shares transferred to them,

alternatively the employee can elect not to have the shares transferred to them and any outstanding debt will be forgiven and the shares

sold by the trustees.

2016 2015

New Zealand dollars $000s $000s

Balance at 1 January 142 36

Movement in employee share entitlement reserve 142 106

Balance 31 December 284 142

At balance date, the number of shares in respect of which options have been granted to employees and remain outstanding under the

schemes was 416,500 (Dec 2015 - 423,300), representing 2.59% (Dec 2015 - 2.59%) of the shares of the Company on issue at that

date. There are no shares outstanding under the 2002 scheme (Dec 2015 - 242,000).

The shares are issued fully paid in exchange for a loan to the share scheme trust.

The shares held by the ESS carry the same voting rights as other issued ordinary shares. While monies are owed on the shares they

remain with the trustee.

The options element of the scheme is valued using a Black Scholes pricing model. Because the Company has a small market capitalisation

with minimal trading, the Board forecasts expected volatility.

The following table details inputs to the Black Scholes pricing model.

Inputs into the model 20 May 2016 7 Oct 2014

Shares issued 398,100 429,600

Grant date share price $3.88 $3.05

Exercise price $3.88 $3.05

Expected life (interest free loan period) 3 years 3 years

Maximum loan period 5 years 5 years

Time to vest 3 years 3 years

Employee exit rate pre-vesting (% per year) 8.00% 8.00%

Expected volatility (% per year) 10.00% 26.00%

Risk-free interest rate 3.14% 4.12%

Dividend yield 6.83% 6.83%

Value of option $0.47 $0.74

38
Seeka 2016 Annual Report

2016 2016 2015 2015

New Zealand dollars $000s Per share $000s Per share

Note 21. Dividends

27 March 2015 - - 1,242 $ 0.08

18 September 2015 - - 1,465 $ 0.09

24 March 2016 1,644 $0.10 - -

29 September 2016 1,754 $0.10 - -

Total dividend paid or credited as shares

under the dividend reinvestment plan (DRP) 3,398 2,707

The dividends are imputed to the fullest extent allowable in the tax year. The total dividend paid includes the non-cash amounts for the

dividend re-investment plan. Cash dividend payment was $3.12m (Dec 2015 - $2.52m).

On 27 February 2017, the directors declared a fully-imputed dividend of $0.10 per share. The dividend will be paid 24 March to

those shareholders on the register at 5pm on 17 March, 2017. The dividend reinvestment plan will apply to the dividend. This dividend

declaration brings fully imputed dividends distributed to shareholders relating to the 2016 financial year to $0.20 per share, compared to

$0.19 per share relating to the 2015 financial year.

Accounting policies

Provision is made for the amount of any dividend declared on or before the end of the period but not distributed at balance date.

The fair value of the employee services received in exchange

for the grant of options is recognised as an expense in the

statement of financial performance with a corresponding

increase in the share based payment reserve. The fair value is

determined by reference to the fair value of the options granted,

calculated using the Black Scholes pricing model, excluding

the impact of any non-market vesting conditions (for example,

profitability and sales growth targets).

When the shares vest, the amount of the reserve relating to

those shares is transferred to share capital.

Shares may be issued at the Board’s discretion at a price set by

the Board based on the Volume Weighted Average Price (VWAP)

calculation of the Company's shares during the period prior

to issue. The Employee Share Scheme (ESS) cannot be issued

with further shares if that issue would result in the ESS having

an interest of more than 5% of the Company’s issued capital.

Shares are issued fully paid in exchange for a loan to the share

scheme trust. Dividends paid on the shares are applied towards

repaying the debt between the ESS and the Group on behalf of

the employee.

Proceeds received along with any employee contributions are

credited to share capital when the options are exercised.

ESS has a non-beneficial interest in all the shares allocated

to employees. Annually the Group reviews the scheme and

decides upon the allocation of further shares and the price at

which those shares will be issued to the ESS. Trustees of ESS are

appointed for an unspecified term and may be removed by the

Company at any time.

Shares held by the ESS carry the same voting rights as other

issued ordinary shares.

The following table details movements of options granted under the current active schemes.

Grant dateExpiry date

Fair value at

grant dateExercise price

1 January

open shares

Issued

shares

Relinquished

shares

Exercised

shares

31 December

shares

7 Oct 20147 Oct 2017$0.74$3.05423,300--( 62,400)360,900

Weighted average exercise price$3.05$3.05

Weighted average contractual time (years)

3.00

3.00

20 May 201620 May 2019$0.47$3.88398,100 - -(21,700)376,400

Weighted average exercise price$3.88$3.88

Weighted average contractual time (years)

3.00

3.00

Accounting policies

39
Seeka 2016 Annual Report

Group Investments

This section focuses on how the Group has made investments to support Seeka’s core kiwifruit business,

realise synergies along the produce supply chain, and grow Seeka’s product base and geographical

reach. The Board manages business investments to strengthen the benefits delivered to stakeholders and

grow shareholder returns.

Disclosures are made on the Group’s holdings in associates and subsidiaries, along with details on the Group’s holding of listed and

unlisted shares.

As required under NZ IAS 39, equity investments not otherwise held for trading are classified as available for sale.

2016 2015

New Zealand dollars $000s $000s

Note 22. Investment in shares

Balance at the beginning of the year 1,689 1,621

(Repayment) of investment ( 26) ( 64)

Impairment of investment ( 340) -

Purchase of investment 100

Revaluation recognised in equity 864 132

Balance at end of year 2,287 1,689

Listed equity securities

Zespri Group Limited 1,701 853

Unlisted securities

Blackburn General Partner Limited 100 -

Ravensdown Fertiliser Co-operative Limited 238 221

UPNZ Limited - 340

Ballance Agri Nutrients Limited 225 225

Other share holdings 23 50

Total unlisted securities 586 836

2,287 1,689

The following table reconciles beginning balances to end balances for unlisted securities measured at fair value defined as level 3

in note 30.

Unlisted

equity

securities

Level 3

New Zealand dollars $000s

Balance at 1 January 2016 836

Purchases, disposals, receipts, revaluations and impairments ( 250)

Balance at 31 December 2016 586

Impairment of investment

The group owns 32% of UPNZ Limited (UPNZ). During the current financial year Seeka fully impaired its $340,000 investment in the

Company. UPNZ imports plastic pocket packs from China and Chile and distributes them to the New Zealand kiwifruit industry. In late

March 2016, a visual inspection found grease deposits on several packs supplied by UPNZ. As a consequence Zespri Group Limited

(Zespri) placed all kiwifruit packed into UPNZ pocket packs sourced from China on hold until they could determine whether the grease

posed any potential food safety issues. UPNZ was forced to recall this product and as a result its customers, including Seeka, suffered

costs checking the packed kiwifruit inventory to remove all affected trays. Seeka believes this will have a major impact on the value of its

investment in UPNZ and has recognised an impairment in the statement of financial performance.

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Seeka 2016 Annual Report

Provision

Prior to discovering the grease contamination, the Group supplied Zespri with 212,153 trays of kiwifruit packed into UPNZ pocket packs

that were potentially affected. The Group is advised that offshore checking by Zespri of the 212,153 trays found 12 trays contaminated

with grease. As a consequence Zespri has made a claim against the Group for all the costs of checking that product including all fruit loss,

irrespective of cause. The Group is in dispute with Zespri over the claim, but the Directors have made a provision in these accounts for

the most likely value that they believe the Group could be found liable for. That provision is not disclosed as it is considered commercially

sensitive while the dispute is in progress.

Accounting policies

The fair values of the listed securities are based on the securities' closing share price at balance date. Where pricing information is

available, unlisted securities are revalued at balance date. All other unlisted securities are currently held at cost less impairment as it

reasonably represents current fair value. The carrying amount of all unlisted securities have been reviewed at balance date and any

impairment is recognised through the statement of comprehensive income to the extent of any related reserve available and then through

the statement of financial performance.

Country of Class Equity holding Equity holding

Name of entity incorporation of shares 31 December 2016 31 December 2015

Note 23. Principal subsidiaries

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries.

Trading subsidiaries

Seeka Australia (Pty) Limited Australia Ordinary 100% 100%

Kiwi Coast Growers (Te Puke) Limited New Zealand Ordinary 100% 100%

Seeka Te Puke Limited New Zealand Ordinary 100% 100%

Integrated Fruit Supply & Logistics Limited New Zealand Ordinary 100% 100%

Avofresh Limited New Zealand Ordinary 100% 100%

Not-trading subsidiaries

Seeka Pollen Australia (Pty) Limited Australia Ordinary 100% 100%

Guaranteed Sweet New Zealand Limited New Zealand Ordinary 100% 100%

Eleos Limited New Zealand Ordinary 100% 100%

Enviro Gro Limited New Zealand Ordinary 100% 100%

Glassfields (NZ) Limited New Zealand Ordinary 100% 100%

Seeka Fresh Limited New Zealand Ordinary 100% 100%

Note 24. Business combinations

Acquisition of Kiwi Crush and Kiwi Crushies

On 31 August 2016 the Group purchased the business and worldwide rights to manufacture and sell the Kiwi Crush and Kiwi Crushies

product ranges. The purchase price included items of plant, equipment, packaging and inventory with a value of $56,000, along with

goodwill of $244,000.

41
Seeka 2016 Annual Report

Note 25. Investment in associates

The following table details the Group's principal associates.

Country of Business Equity holding Equity holding

Name of entity incorporation activity 31 December 2016 31 December 2015

Kiwifruit Supply Research Limited New Zealand Not trading 20% 20%

Tauranga Kiwifruit Logistics Limited New Zealand Port service 20% 20%

Eastern Pier SD BHD Malaysia Malaysia Coolstore D.C. 0% 25%

Kiwifruit Vine Protection Company Limited New Zealand Not trading 100% 100%

2016 2015

New Zealand dollars $000s $000s

Results of associate companies

Share of (loss) before income tax - ( 7)

Income tax - 2

Net (loss) - ( 5)

Interests in associates

Carrying value at beginning of period - 475

Purchase of investments 38 -

Transfer to subsidiaries - ( 118)

Impairment of investment in associate ( 38) -

Sale of associates - ( 357)

Balance at end of period - -

Accounting policies

Associates are entities over which the Group has significant influence, but not control, typically by holding between 20% to 50% of the

voting rights in the entity.

Investments in associates are accounted for using the equity method after initially being recognised at cost.

The Group's share of associates' profits or losses are recognised in the statement of financial performance and the carrying amount of the

investment in the statement of financial position.

Dividends received from associates are applied to reduce the carrying amount of the investment in the statement of financial position.

42
Seeka 2016 Annual Report

Other Notes

This section contains all other note disclosures about the Group.

Note 26. Contingencies

There are no contingent liabilities as at 31 December 2016 (Dec 2015 - Nil).

Note 27. Commitments

a. Capital commitments

During the year the Group committed to incur capital expenditure of $21.31m (Dec 2015 - $17.56m). Commitments within New

Zealand include $5.26m for a new grader, $8.28m to expand coolstore capacity, $4.86m for the new Head Office at Kiwi 360 and

$1.16m for the new Kiwi Crush plant. Commitments within Australia include $1.60m for packhouse and orchard developments.

Of the $21.31m, $12.50m was incurred in 2016 (Dec 2015 - $3.02m) with the remainder expected to be incurred in 2017.

b. Lease commitments

Operating leases

Under operating leases the Group has the following commitments.

1. Orchard leases - land and bearer plants

At balance date, 135 orchards (Dec 2015 - 122) are leased by the Group with terms ranging from one to three years. Orchard leases are

non-cancellable with lease payments typically determined by total orchard gate returns. Some orchards also have a fixed lease element to

their lease payment.

The following table details minimum, non-cancellable operating lease Commitments for land and bearer plants on leased orchards.

2016 2015

New Zealand dollars $000s $000s

Within one year 199 434

Later than one year but not later than five years 170 454

369 888

In addition to the above lease commitments the group is committed to pay variable lease payments on orchard leases which are

contingent on the number of trays harvested, and revenue earned less costs incurred in each year of the lease.

2. Orchard land leases - land only

The Group leases 97 hectares (Dec 2015 - 123 hectares) of bare land on which it has developed kiwifruit and avocado orchards. Leases

are for periods up to 20 years at the end of which the land, structures and vines revert back to the lessor. Rental reviews are normally

every three years and the Group has a conditional right to lease the properties for a future term at the expiration of each lease.

The following table details minimum, non-cancellable operating lease commitments for leased land orchards.

2016 2015

New Zealand dollars $000s $000s

Within one year 172 380

Later than one year but not later than five years 366 1,504

Later than five years 27 222

565 2,106

43
Seeka 2016 Annual Report

3. Land and buildings

The Group leases land and buildings for a number of its post harvest facilities. Lease terms are typically from three to six years, but can be

up to 99 year terms.

The following table details minimum, non-cancellable operating lease Commitments for land and buildings used in post harvest

operations.

2016 2015

New Zealand dollars $000 $000

Within one year 2,815 3,142

Later than one year but not later than five years 7,847 6,090

Later than five years 64,044 64,772

74,706 74,004

4. Equipment and vehicles

The Group leases office equipment and vehicles on terms up to three years.

The following table details minimum, non-cancellable operating lease commitments for equipment and vehicles.

2016 2015

New Zealand dollars $000 $000

Within one year 1,421 1,275

Later than one year but not later than five years 1,631 1,690

3,052 2,965

Note 28. Related party transactions

Seeka Growers Limited

The Group undertakes transactions with Seeka Growers Limited (SGL), a related party which administers all kiwifruit revenues received for

the New Zealand business on behalf of supplying growers. In the current period the Group received $103.22m (Dec 2015 - $104.83m)

for the provision of services to SGL.

Directors

Directors of the Company at any time during the period are: F Hutchings, M J Cartwright, A Waugh, A Diaz, N Te Kani, J Burke, M Brick,

P R Cross.

Key management and compensation

Key management personnel are all Company Directors or executives with the greatest authority for the Group’s strategic direction and

management.

The following table details key management personnel compensation.

2016 2015

New Zealand dollars $000s $000s

Director fees 396 400

Executive salaries 2,489 2,192

Short term benefits 725 216

Total 3,610 2,808

44
Seeka 2016 Annual Report

Transactions

Excluding transactions outlined and disclosed above, the following transactions were entered with related parties for post harvest and

orchard management services.

2016 2015

New Zealand dollars $000s $000s

Sale of services

Directors, management and other personnel 1,841 1,936

Purchase of services

Directors, management and other personnel 61 25

Outstanding balances

The following balances are outstanding at the balance date.

2016 2015

New Zealand dollars $000s $000s

Current receivables (operating)

Directors, management and other personnel 520 379

Current payables (operating)

Directors, management and other personnel 12 10


Terms and conditions

All transactions were made on normal commercial terms and conditions and at market rates, except that there are no fixed terms for the

repayment of advances and no interest is charged on the amount payable.

Outstanding balances are unsecured and repayable in cash.

Note 29. Risk management

The Group’s activities expose it to a variety of risks specific to

producing and selling horticultural crops, along with corporate

financial risks related to credit, liquidity and capital risk. The

Group operates a comprehensive risk assessment and mitigation

programme via its audit and risk committee.

The Group's policy is to ensure that the Group creates value

and maximises returns to its shareholders and benefits for other

stakeholders, as well as ensuring that adequate financial resources

are available for the development of the Group’s business whilst

managing its financial risks.

a. Risk management strategies related to orchard

and retail operations

Horticultural operations expose the Group to risks to production

and market returns. The main production risks are climatic events,

diseases and pests. These impact on volumes produced from

the Group's orchards, volumes to post harvest (both from Group

operations and independent growers) and volumes available for

retail.

Market risks of pricing and exchange rates impact on orchard

operations (the amount the Group is paid for growing crops) and

impact on retail revenues where the Group imports and sells fruit

produce, mainly bananas. The exchange rate risk on imports is

managed through the use of foreign exchange contracts to match

known and planned purchases. Market risks do not directly impact

on post harvest operations, as charges are normally set prior to

harvest and deducted before sales revenues are paid to supplying

growers.

The Group operates in four regions spread over two countries;

New Zealand's Northland, Coromandel and the Bay of Plenty, and

in Australia's Mundoona region of Victoria. Main produce lines are

kiwifruit, nashi pears, European pears and avocados, with small

production of other temperate-climate fruits. Group retail activities

are in New Zealand (including imported tropical produce),

Australia and Asia. The Group's geographical, product and market

spread limits the impact on Group operations from an adverse

event occurring in a specific region, produce or market. To further

mitigate risks, the Board uses the following strategies.

Production risks - climatic events, disease and pests

The Group follows industry best practice to mitigate production

risks. This includes orchard management practices to optimise

production from Group orchards, and extensive planning to ensure

post harvest and retail services are suitably resourced to manage

each season's crop volumes.

In New Zealand, the major climatic risks are hail, frost and storm

damage.

• hail events are typically highly localised, and for kiwifruit the

Group has access to industry hail insurance for its orchard

operations, plus top-up payments from a Seeka Growers

Limited hail insurance programme.

• frost events are typically regional, and the Group advocates

best-practice crop protection, including active frost

management on kiwifruit orchards operated by the Group and

other growers supplying the Group's post harvest operations.

45
Seeka 2016 Annual Report

• storm events are typically regional, and the Group advocates

best-practice crop protection, including shelter belts on all

orchards operated by the Group and other growers supplying

the Group's post harvest operations.

In Australia, the major climatic risks are drought, hail and fire. As

the owner and operator of all orchards supplying its Australian

operations, the Group actively manages climatic risks of its total

production base. The orchards are located on three sites in the

Mundoona region.

• drought - to secure adequate irrigation, the Group has

purchased extensive, long-term water shares from a reliable

irrigation programme.

• hail events are typically localised, and the Group currently has

hail cloth protecting one orchard.

• fire - risk of serious grass wild-fire rises during periods of

extreme weather, with the Country Fire Authority responsible

for risk assessment and management of fire events. The Group

takes all practical steps to internally manage fire risk including

removing excess vegetation from Group properties.

All horticultural undertakings are susceptible to disease and pest

incursions. To minimise the risk of crop loss the Group monitors

its orchards and undertakes recognised spray programmes to

protect crops to the fullest extent possible. The kiwifruit vine

disease Pseudomonas syringae pv. actinidiae (Psa) is widespread

throughout New Zealand, and is being actively managed. To date

Psa has not been detected in Australia.

Market returns

New Zealand kiwifruit

The Group has no direct market risk from the sale of kiwifruit

harvested from lease operations, as all export marketing activities

are undertaken by Zespri Group Limited (Zespri) under statutory

regulations. The Group, however, is impacted by the level of Zespri's

market returns which impact on the Group's orchard profitability.

The Group monitors Zespri returns and uses modelling techniques

to analyse current and projected orchard income. This information is

used when setting Group budgets and orchard lease terms.

New Zealand avocados and kiwiberries

The Group has a direct market risk from the sale of avocados and

kiwiberries with half of the kiwiberry sales and all of the avocado

sales managed by the Group's retail operations. The Group

forecasts seasonal supply, monitors market conditions, develops a

sales programme around the needs of key retailers and controls

product quality and supply to optimise market access and returns.

This information is used when setting Group budgets and orchard

lease terms.

The Group has a direct currency risk from export sales as it does not

own the products but acts as the growers’ agent. The Group may

hedge up to the total cash flows from each operation using actual

sales made and estimated total product volumes to be exported.

Imported tropical produce

The Group has a direct market, price and currency risk from

imported fruit produce (banana, pineapple and papaya) where

the Group imports fruit produce for sale as the principle through

its supply and sale contracts. The Group may hedge up to the total

known and projected cash flows to manage the exchange risk. The

Group has no material direct price and currency risk from imported

fruit produce where the supply agreement enables the Group to

amend its purchase price according to trading conditions.

Australian produce

The Group has a direct market and price risk from the sale of all

Australian product which is managed by the Group's Australian

operations. As the largest single grower and supplier of Australian

kiwifruit and nashi pears, the Group has developed strong

relationships with key retailers. The Group forecasts seasonal

supply, monitors market conditions, develops a sales programme

around the needs of key retailers and controls product quality and

supply to optimise market access and returns.

Seeka Australia is the Group’s single major international

operation, exposing the Group to the Australian dollar. Foreign

exchange risk includes future commercial transactions, assets,

liabilities and net investments. Currency exposure from net assets is

managed through borrowings in Australian dollars.

Accounting policies

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases.

Operating leases include short term orchard leases. Payments made under operating leases are charged to the statement of financial

performance on a straight line basis over the period of the lease, except for short term orchard leases where lease costs are recognised at

the same time as other crop related income and expenses.

b. Credit risk

Credit risk arises from cash and cash equivalents and deposits

with banks and financial institutions, as well as credit exposures to

customers, including outstanding receivables, derivative financial

instruments and committed transactions.

The maximum credit risk is the financial loss to the Group if

counterparties fail to discharge a contractual obligation. The

Group's maximum exposure is:

• the carrying amount of the respective recognised financial

assets as stated in the consolidated statement of financial

position, and

• the amount of contingent liabilities, if any, in relation to the

financial guarantees provided by the Group.

For banks and financial institutions, only registered banks or their

subsidiaries are accepted. The Group does not generally require

any collateral or security to support financial instruments due to the

quality of the financial institutions.

For customers, including outstanding receivables, the Group deals

predominantly with growers for which it receives payment for post

harvest services directly from Seeka Growers Limited. Credit risk is

therefore not considered significant.

Other than concentration of credit risk on liquid funds deposited

with one bank with a high credit rating, the Group does not

have any other significant concentration of credit risk as trade

receivables are spread over approximately 200 customers.

46
Seeka 2016 Annual Report

The following table details cash balances at balance date.

2016 2015

New Zealand dollars $000s $000s

Counter party

Westpac bank deposits 1,688 1,192

1,688 1,192

c. Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities.

The Group’s policy is to regularly monitor its expected cash flows, liquidity requirements and its compliance with lending covenants, to

ensure that it maintains sufficient reserves of cash and adequate committed lines of funding from major financial institutions to meet its

liquidity requirements in the short and longer term. Cash flow forecasting allows for the seasonal nature of Group operations.

When cash flow exceeds working capital management, funds are invested in interest bearing current accounts.

At balance date, the Group had $114.8m (2015 - $115.6m) of available credit of which $74.4m (2015 - $54.2m) was drawn. All credit

lines are currently provided by one finance provider.

The following table details the remaining contractual maturities at balance date of the Group’s financial liabilities.


Less than Between 1 Between 2 Over

1 year and 2 years and 5 years 5 years

New Zealand dollars $000s $000s $000s $000s

Group as at 31 December 2016

Trade payables 21,703 - - -

Derivative liabilities 332

Bank borrowings and current portion of term liabilities 5,716 - - -

Term liabilities - 68,729 - -

Total 27,751 68,729 - -

Group as at 31 December 2015

Trade payables 24,854 - - -

Derivative liabilities 254

Bank borrowings and current portion of term liabilities 1,630 - - -

Term liabilities - - 52,522 -

Total 26,738 52,522 -

d. Capital risk

Capital risk management focuses on ensuring the Group continues to operate as a going concern and maintains an optimal capital

structure to support its business, maximise shareholder value, and the benefits delivered to other stakeholders.

The Group may maintain or adjust its capital structure by adjusting dividends, returning capital to shareholders, issuing new shares or

selling assets.

The Group monitors capital on the basis of shareholder equity ratio, as calculated by total shareholder funds divided by total assets.

The following table details the Group’s shareholder equity ratio at balance date.

2016 2015

New Zealand dollars $000s $000s

Total shareholder funds 85,311 70,819

Total assets 197,309 164,318

Shareholder equity ratio (percent) 43.24% 43.10%

The Group is subject to, and monitors, financial covenants imposed by its lenders, including maintenance of equity ratios and earnings

times interest cover. At no stage during the year did the Group breach any of its lending covenants. Refer to note 17.

47
Seeka 2016 Annual Report

e. Price risk - equity securities

The Group has minor exposure to equity securities price risk through incidental investments classified on the statement of financial position

either as available-for-sale or at fair value through profit or loss. The majority of these investments are in industry-related entities, only

some of which are publicly traded.

A 10% increase or decrease in equity investments with all other variables held constant, has minimal impact on the Group's profit and

equity reserves.

The Board periodically reviews the performance and strategic benefits of these investments. No other formal risk management procedures

are deemed necessary.

The decision to change the fair value of an investment is recorded through other comprehensive income or the statement of financial

performance whenever a previous revaluation reserve balance was available. When no such reserve existed, any related loss is processed

directly in the statement of financial performance, otherwise available reserves are utilised to offset the loss.

f. Cash flow interest rate risk

The Group's cash flow interest rate risk arises primarily from short and long-term variable rate borrowings from financial institutions.

The Board continuously reviews term borrowings and uses interest rate swaps to hold a portion of borrowings at fixed rates; these are

designated as effective hedging instruments and hedge accounting is applied.

The following table details interest rate and price sensitivity of the Group’s financial assets and liabilities and their impact on the statement

of financial performance or equity. Cash and advance balances do not attract interest and are not subject to pricing risk, and have

therefore been excluded from this analysis.

Carrying

amount

Interest rate riskPrice risk

-1%+2%-10%+10%

ProfitEquityProfitEquityProfitEquityProfitEquity

New Zealand dollars$000s$000s$000s$000s$000s$000s$000s$000s$000s

At 31 December 2016

Financial assets

Accounts receivable 23,233 - - - - ( 1,488) ( 1,488) 1,488 1,488

Available for sale investments 2,287 - - - - ( 11) ( 218) - 229

Financial liabilities

Derivative liabilities 332 - ( 916) - 1,975 - ( 630) - 630

Trade payables 21,703 - - - - - - - -

Term liabilities 68,729 495 495 ( 990) ( 990) - - - -

Bank borrowings & current portion of term liabilities 5,716 41 41 ( 82) ( 82) - - - -

Total increase/(decrease) - 536 ( 380) ( 1,072) 903 ( 1,499) ( 2,336) 1,488 2,347

At 31 December 2015

Financial assets

Accounts receivable 24,129 - - - - ( 1,322) ( 1,322) 1,322 1,322

Investment in shares 1,689 - - - - ( 49) ( 120) - 169

Financial liabilities

Derivative liabilities 254 - ( 196) - 303 - - - -

Trade payables 24,854 - - - - - - - -

Term liabilities 52,522 378 378 ( 756) ( 756) - - - -

Bank borrowings & current portion of term liabilities 1,630 12 12 ( 23) ( 23) - - - -

Total increase/(decrease) - 390 194 ( 779) ( 476) ( 1,371) ( 1,442) 1,322 1,491

48
Seeka 2016 Annual Report

The following tables outline the expected undiscounted cash flows relating to the Group's outstanding term and current debt at

balance date.

Between 0 Between 3 Between 6 Between 1 Between 2 Over

& 3 months & 6 months & 12 months & 2 years & 5 years 5 years

New Zealand dollars $000s $000s $000s $000 $000 $000

At 31 December 2016

Expected undiscounted cash flows based on current market interest rates 1,056 955 1,752 74,970 - -

Floating rate 3.46%

Average term rate 4.23%

At 31 December 2015

Expected undiscounted cash flows based on current market interest rates 849 921 1,788 3,297 60,482 -

Floating rate 5.44%

Average term rate 4.45%

Note 30. Determination of fair values

Fair value of financial assets

The following table analyses assets and liabilities carried at fair value.

The different levels are defined as:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.

Instruments in level 1 are comprised of equity holdings in Zespri Group Limited and irrigation water rights.

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: unobservable inputs for the asset or liability that have to be developed to reflect the assumptions that a market participant would

use when determining an appropriate price.

Level 1 Level 2 Level 3 Total

New Zealand dollars $000s $000s $000s $000s

Biological assets - crop at cost - - 15,657 15,657

Biological assets - crop at fair value - - 389 389

Irrigation water rights 195 - - 195

Intangible assets - interest in leased land - - 345 345

Land - - 15,394 15,394

Buildings - - 80,440 80,440

Total land and buildings - - 95,834 95,834

Listed equity securities 1,701 - - 1,701

Unlisted equity securities - - 586 586

Derivatives used for hedging (liability) - 332 - 332

The reconciliations for level 3 fair value requirements are shown.

• Land and buildings (note 9)

• Interest in leased land (note 10)

• Biological assets - crop (note 11)

• Unlisted equity securities (note 22)

49
Seeka 2016 Annual Report

The following table shows the valuation techniques used in the determination of fair values within Level 3 of the hierarchy, as well

as the key unobservable inputs used in the valuation models.

TypeFair valueMethodKey unobservable inputs

How unobservables impact

estimated fair value

Biological assets -

crop at cost

$15.66m

Includes New Zealand kiwifruit and

Australian kiwifruit, nashi, packham

and corella pears.

Cost - (yet to achieve sufficient

biological transformation).

Cost is tested for impairment at

balance date using the Group's

budgets on an orchard-to-

orchard basis.

Cost.Reduces if cost is impaired at

balance date.

TypeFair valueMethodKey unobservable inputs

How unobservables impact

estimated fair value

Biological assets -

crop at fair value

$0.39m

Includes New Zealand avocados and

Australian plums and specialty pears.

Estimated market value less

selling costs and costs to

market (have achieved sufficient

biological transformation).

Forecast yields.Increases with yields.

Market sales price.Increases with price.

Costs to harvest.Decreases with higher costs.

TypeFair valueKey unobservable inputs

How unobservables impact

estimated fair value

Land and buildings, and

interest in leased land

$95.83m

Fair value is determined on

a rolling 3-year cycle by an

independent valuer using

three different approaches;

replacement cost approach,

sales approach and investment

approach. See accounting

policies below and note 9 for

further details.

Comparative market

rents and applicable

discount rate.

Increases with market rental, and

lower discount rates.

Comparative market

sales.

Increases with market sales.

Current level of building

costs.

Increases with building costs.

TypeFair valueMethodKey unobservable inputs

How unobservables impact

estimated fair value

Unlisted equity securities$0.59mBased on latest financial

information from the entity's

management. Tested for

impairment with carrying amount

assessed at balance date.

Securities management

information on share

price.

Increases with share price

information.

Reduces if cost is impaired at

balance date.

Accounting policies

Financial assets, liabilities and instruments

The fair value of financial assets and financial liabilities must be

estimated for recognition and measurement or for disclosure

purposes. Fair value measurements are categorised into a three-

level hierarchy, based on the types of inputs to the valuation

techniques used.

The fair value of financial instruments traded in active markets

(such as publicly traded derivatives, and trading and available-for-

sale securities) is based on quoted market prices at balance date

(level 1 inputs). The quoted market price used for financial assets

held by the Group is the current bid price; the appropriate quoted

market price for financial liabilities is the current ask price.

The fair value of financial instruments that are not traded in

an active market (for example, over-the-counter derivatives) is

determined using valuation techniques (level 2 inputs). The Group

uses a variety of methods and makes assumptions that are based

on market conditions existing at each balance date. Quoted

market prices or dealer quotes for similar instruments are used

for long-term debt instruments held. Other techniques, such as

estimated discounted cash flows, are used to determine fair value

for the remaining financial instruments. The fair value of interest

rate swaps are calculated as the present value of the estimated

future cash flows.

Trade receivable and payables

The carrying value less estimated credit adjustments of trade

receivables and payables are assumed to approximate their fair

values due to their short term nature. The fair value of financial

assets and liabilities with unobservable (level 3 inputs) reflect the

assumptions that market participants would use when determining

an appropriate price, additional disclosure is provided for the

inputs and assumptions used in such cases.

Land and buildings and interest in leased land

Fair value is determined on a rolling 3-year cycle by an

independent valuer with approximately one third of land and

buildings assets valued each year using four different approaches

as described in note 9.

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Seeka 2016 Annual Report

2016 2015

New Zealand dollars $000s $000s

Note 31. Derivative financial instruments

Liabilities

Interest rate swap contracts and forward exchange contracts - cash flow hedge 332 254

Group bank loans currently carry an average variable interest rate of 3.5% (Dec 2015 - 5.4%), with the Group using interest rate swaps to

protect the term portion of the loans. Swaps cover 64% (Dec 2015 - 93%) of the term liabilities at balance date and are classified as held

for trading or as cash flow hedges.

Cash flow hedges

The following table details the interest rate swaps.


Hedge fixed

Amount Variable rate excluding

Term loan $000s rate Loan maturity bank margin Hedge expiry

NZD $10m 10,000 3.65% 28 February 2018 2.79% 30 December 2019

NZD $5m 5,000 3.65% 28 February 2018 4.64% 30 December 2017

NZD $4m 4,000 3.65% 28 February 2018 2.60% 30 December 2018

NZD $16.5m 16,500 3.25% 28 February 2018 2.60% 30 December 2018

AUD $17m 17,668 3.44% 28 February 2018 2.08% 30 December 2018

The following table details the forward exchange contracts.


Amount Spot Hedge

Hedge currency $000s rate fixed rate Hedge expiry

USD hedges (multiple) 1,848 0.7048 0.7036 31 December 2017

Euro hedges (multiple) 3,599 0.6682 0.6253 30 April 2019

The fair value of the interest rate swaps and forward exchange contracts are determined by Westpac and reviewed by the Board.

The gains and losses recognised in other comprehensive income appear in the statement of financial performance.

Accounting policies

Derivative financial instruments and hedging

Derivatives are initially recognised at fair value at the date a

derivative contract is entered into and are subsequently re-

measured to their fair value at each balance date. The resulting

gain or loss is recognised as a financing cost in profit or loss

immediately unless the derivative is designated and effective as

a hedge instrument, in which event the timing of the recognition

in profit or loss depends on the nature of the hedge relationship.

Derivatives are classified as current or non-current based on the

effective date.

Hedge accounting

The Group designates certain derivatives as cash flow hedges.

At the inception of the hedge relationship the Group documents

the relationship between the hedging instrument and hedged

item, along with its risk management objectives and its strategy

for undertaking various hedge transactions. Furthermore, at the

inception of the hedge and on an ongoing basis, the Group

documents whether the hedging instrument that is used in a

hedging relationship is highly effective in offsetting changes in

cash flows of the hedged item.

Cash flow hedge

Hedge accounting is discontinued when the Group revokes the

hedge relationship, the hedging instrument expires or is sold,

terminated, exercised or no longer qualifies for hedge accounting.

When a hedging instrument expires, is sold, or no longer meets the

criteria for hedge accounting, any cumulative gain or loss existing

in equity at that time remains in other comprehensive income

and is recognised when the forecast transaction is ultimately

recognised in the statement of financial performance. When a

forecast transaction is no longer expected to occur, the cumulative

gain or loss that was reported in other comprehensive income is

immediately transferred to the statement of financial performance

within other gains / (losses).

Derivatives and financial instruments

The Board uses their judgement in selecting an appropriate

valuation technique for financial instruments not quoted in an

active market. Valuation techniques commonly used by market

practitioners are applied. For derivative financial instruments,

assumptions are based on quoted market rates and reliance

placed on quotes provided by Westpac.

51
Seeka 2016 Annual Report

Note 32. Financial instruments summary

The following tables summarise the categories of the Group's financial assets and liabilities.

Assets at fair

Loans and value through Available

receivables reserves for sale Total

New Zealand dollars $000s $000s $000s $000s

Financial assets as at 31 December 2016

Cash and cash equivalents 1,688 - - 1,688

Trade and other receivables excluding prepayments 19,883 - - 19,883

Non current trade and other receivables 3,350 - - 3,350

Available for sale financial assets - - 2,287 2,287

Total 24,921 - 2,287 27,208

Liabilities at fair Other

value through financial

reserves liabilities Total

New Zealand dollars $000s $000s $000s

Financial liabilities as at 31 December 2016

Trade and other payables - 21,703 21,703

Bank borrowings - 5,716 5,716

Derivative financial instruments 332 - 332

Term liabilities - 68,729 68,729

Total 332 96,148 96,480

Assets at fair

Loans and value through Available

receivables reserves for sale Total

New Zealand dollars $000s $000s $000s $000s

Financial assets as at 31 December 2015

Cash and cash equivalents 1,192 - - 1,192

Trade and other receivables excluding prepayments 20,357 - - 20,357

Non current trade and other receivables 3,772 - - 3,772

Available for sale financial assets - - 1,689 1,689

Total 25,321 - 1,689 27,010

Liabilities at fair Other

value through financial

reserves liabilities Total

New Zealand dollars $000s $000s $000s

Financial liabilities as at 31 December 2015

Trade and other payables - 24,854 24,854

Bank borrowings - 1,630 1,630

Derivative financial instruments 254 - 254

Term liabilities - 52,522 52,522

Total 254 79,006 79,260

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Seeka 2016 Annual Report

Accounting policies

The Group classifies its investments in the following categories:

financial assets at fair value through profit or loss, loans and

receivables and available for sale financial assets. Classification

depends on the purpose for which the investments were acquired.

The Group determines the classification of its investments at initial

recognition and re-evaluates this designation at each balance

date.

Regular purchases and sales of financial assets are recognised

when the Group commits to purchase or sell the asset. Investments

are initially recognised at fair value plus transaction costs for

all financial assets not carried at fair value through profit or

loss. Financial assets carried at fair value through profit or loss

are initially recognised at fair value, and transaction costs are

expensed in the statement of financial performance. Financial

assets are derecognised when the rights to receive cash flows

from the investments have expired or have been transferred and

the Group has transferred substantially all risks and rewards of

ownership. Available for sale financial assets and financial assets

at fair value through profit or loss are subsequently carried at fair

value.

Financial assets at fair value through profit or loss

This category has two sub categories: financial assets held for

trading, and those designated at fair value through profit or loss

on initial recognition. A financial asset is classified in this category

if acquired principally for the purpose of selling in the short term or

if so designated by the Group. Derivatives are also categorised as

held for trading.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed

or determinable payments that are not quoted in an active market.

They arise when the Group provides money, goods or services

directly to a debtor with no intention of selling the receivable.

Loans and receivables are included in receivables in the statement

of financial position.

Available for sale financial assets

Available-for-sale financial assets, comprising principally

marketable equity securities, are non-derivatives that are either

designated in this category or not classified in any of the other

category. They are included in non-current assets unless the

Group intends to dispose of the investment within 12 months of

balance date.

Purchases and sales of investments are recognised on trade date

or the date on which the Group commits to purchase or sell

the asset. Investments are initially recognised at fair value plus

transaction costs for all financial assets not carried at fair value

through profit or loss. Financial assets are derecognised when

the rights to receive cash flows from the financial assets have

expired or have been transferred and the Group has transferred

substantially all the risks and rewards of ownership.

Available for sale financial assets and financial assets at fair value

through profit and loss are subsequently carried at fair value.

Loans and receivables and held to maturity investments are carried

at amortised cost using the effective interest method. Realised

and unrealised gains and losses arising from changes in the fair

value of the financial assets at fair value through profit or loss

category are included in the statement of financial performance in

the period in which they arise. Unrealised gains and losses arising

from changes in the fair value of non-monetary securities classified

as available for sale are recognised in other comprehensive

income in the available for sale investments revaluation reserve.

However, if the loss is deemed to represent objective evidence

of an impairment, any additional loss over and above previous

gains recognised in reserves will be recognised in the statement of

financial performance. When securities classified as available for

sale are sold, the accumulated fair value adjustments are included

in the statement of financial performance as gains and losses from

investment securities.

The fair values of quoted investments are based on current bid

prices. If the market for a financial asset or unlisted security is

not active, the Group establishes fair value by using valuation

techniques. These include reference to the fair values of recent

arm’s length transactions, involving the same instruments or other

instruments that are substantially the same, discounted cash flow

analysis, and option pricing models refined to reflect the issuer’s

specific circumstances.

Impairment of financial assets

At balance date the Group assesses whether there is objective

evidence that a financial asset or group of financial assets is

impaired. In the case of equity securities classified as available

for sale, a significant or prolonged decline in the fair value of

a security below its cost is considered in determining whether

the security is impaired. If any such evidence exists for available

for sale financial assets, the cumulative loss is measured as

the difference between the acquisition cost and the current

fair value, less any impairment loss on that financial asset

previously recognised in profit and loss, is removed from equity

and recognised in the statement of financial performance.

Impairment losses on equity instruments recognised in the

statement of financial performance are not reversed through other

comprehensive income.

53
Seeka 2016 Annual Report

Standards, amendments and interpretations to existing

standards that are now in effect

The following new standard and amendments are mandatory for

the first time in the current year and adopted by the Group.

NZ IAS 41 (Amendment) 'Agriculture' (effective for annual

periods beginning or after 1 January 2016). Early adoption was

allowed. Biological assets except for bearer plants are accounted

for under IAS 41 while bearer plants are accounted for under IAS

16 'Property, Plant and Equipment'. The amendments also clarify

that produce growing on bearer plants is to be accounted for

under IAS 41. This amendment was adopted early by the Group

and applied retrospectively from 1 January 2013.

NZ IFRS 3 'Business Combinations' (effective for annual periods

beginning on or after 1 January 2016). The amendment requires

an investor to apply the principles of business combination

accounting when it acquires an interest in a joint operation that

constitutes a business in NZ IFRS 3. Existing interests in the joint

operation are not remeasured on acquisition of an additional

interest, provided joint control is maintained.

Standards, amendments and interpretations to existing

standards that are not yet effective

The Group has not early applied the following new and revised

standards, amendments or interpretations that have been issued

but are not yet effective:

NZ IFRS 15 'Revenue from contracts with customers' (effective for

annual periods beginning on or after 1 January 2017). NZ IFRS 15

addresses recognition of revenue from contracts with customers.

It replaces the current revenue recognition guidance in NZ IAS 18

Revenue and NZ IAS 11 Construction contracts and is applicable

to all entities with revenue. It sets out a 5 step model for revenue

recognition to depict the transfer of promised goods or services

to customers in an amount that reflects the consideration to which

the entity expects to be entitled in exchange for those goods or

services. The Group has yet to assess NZ IFRS 15's full impact. The

Group will apply this standard from 1 January 2017.

NZ IFRS 9 ‘Financial instruments’ (effective for annual periods

beginning on or after 1 January 2018). NZ IFRS 9 is to replace

IAS 39 and will simplify the mixed measurement model as well

as establish three primary measurement categories for financial

assets: amortised cost, fair value through OCI and fair value

through profit and loss. Basis of classification depends on the

entity's business model and contractual cash flow characteristics of

the asset. IAS 39 guidance on impairment and hedge accounting

will continue to apply.

NZ IFRS 16 'Leases' (effective for annual periods beginning on or

after 1 January 2019). NZ IFRS 16 replaces the current guidance

in NZ IAS 17. Under NZ IFRS 16, a contract is, or contains, a lease

if the contract conveys the right to control the use of an identified

asset for a period of time in exchange for consideration. Under

NZ IAS 17, a lessee was required to make a distinction between

a finance lease (on balance sheet) and an operating lease (off

balance sheet). NZ IFRS 16 now requires a lessee to recognise

a lease liability reflecting future lease payments and a ‘right-of-

use asset’ for virtually all lease contracts. Included is an optional

exemption for certain short-term leases and leases of low-value

assets; however, this exemption can only be applied by lessees.

For lessors, the accounting for leases under NZ IFRS 16 is almost

the same as NZ IAS 17. However, because the guidance on the

definition of a lease has been updated (as well as the guidance on

the combination and separation of contracts), lessors will also be

affected by the new standard.

The standard is effective for accounting periods beginning on

or after 1 January 2019. Early adoption is permitted but only

in conjunction with NZ IFRS 15, ‘Revenue from Contracts with

Customers.

The Group intends to adopt NZ IFRS 16 on its effective date and

has yet to assess its full impact.

Note 33. Application of new and revised New Zealand International Financial

Reporting Standards

54
Seeka 2016 Annual Report

Independent auditor's report

To the shareholders of Seeka Limited

The consolidated financial statements comprise:

• the statement of financial position as at 31 December 2016;

• the statement of financial performance for the year then ended;

• the statement of comprehensive income for the year then ended;

• the statement of changes in equity for the year then ended;

• the statement of cash flows for the year then ended; and

• the notes to the financial statements, which include significant accounting policies.

Our opinion

In our opinion, the consolidated financial statements of Seeka Limited (the Company), including its subsidiaries

(the Group), present fairly, in all material respects, the financial position of the Group as at 31 December 2016, its

financial performance and its cash flows for the year then ended in accordance with New Zealand Equivalents to

International Financial Reporting Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs NZ) and

International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in

the Auditor’s responsibilities for the audit of the consolidated financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised) Code of Ethics

for Assurance Practitioners (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the

International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code),

and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the areas of tax compliance and consultancy services. The

provision of these other services has not impaired our independence as auditor of the Group.

Auditor's Report

55
Seeka 2016 Annual Report

Our audit approach

Overview

Materiality

The scope of our audit was influenced by our application of materiality.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the

overall Group materiality for the consolidated financial statements as a whole as set out above. These, together

with qualitative considerations, helped us to determine the scope of our audit, the nature, timing and extent

of our audit procedures and to evaluate the effect of misstatements, both individually and in aggregate on the

consolidated financial statements as a whole.

Audit scope

We designed our audit by assessing the risks of material misstatement in the consolidated financial statements

and our application of materiality. As in all of our audits, we also addressed the risk of management override

of internal controls including among other matters, consideration of whether there was evidence of bias that

represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the

consolidated financial statements as a whole, taking into account the structure of the Group, the accounting

processes and controls, and the industry in which the Group operates.

We audited both the New Zealand and Australian operations of the Group at a materiality level calculated by

reference to a proportion of Group materiality appropriate to the relative scale of the business concerned or based

on materiality calculated for statutory reporting purposes where the statutory materiality was lower than that

allocated in the Group calculation.

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of

the consolidated financial statements of the current year. These matters were addressed in the context of our audit

of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a

separate opinion on these matters.

An audit is designed to obtain reasonable assurance whether

the financial statements are free from material misstatement.

Overall group materiality: $1.88 million, which represents 1%

of Group revenue.

We selected 1% of revenue as the benchmark for our

materiality as we consider this is an appropriate measure

of performance of the Group. The Group operates in a

high volume low margin industry where net profit is not

representative of the scale of the Group.

KAM 1 –Valuation of Biological Assets – crop

KAM 2 – Valuation of Land and Buildings

Materiality

Key audit

matters

Audit scope

56
Seeka 2016 Annual Report

Key audit matterHow our audit addressed the key audit matter

Valuation of Biological Assets - crop

Biological assets are disclosed in note 11 of the financial

statements and are comprised of the crops on the vines

and trees on the Group’s leased and owned orchards.

Biological assets are recorded at fair value. The method to

determine fair value depends on the degree of biological

transformation (the maturity of the fruit) at balance date.

Management exercise judgement utilising industry

knowledge and internal experts in determining the level

of biological transformation at balance date. When

insufficient biological transformation has occurred, the

fair value is the costs incurred at balance date to grow the

crops (so long as the costs are considered recoverable).

Management assessed the recoverability of costs by

comparing the carrying amount to budgeted costs at year

end and ensuring that actual costs incurred plus costs

to be incurred in order to get the crop to market did not

exceed budgeted revenues from the sale of the crops.

Management use historical results and anticipated crop

levels as a basis for budgeted revenues.

The total value of biological assets at balance date was

$16.0 million. Of this amount, $15.7 million (98%) used

cost as a proxy for fair value.

Our audit focused on the judgements used to determine the

crop value including the degree of biological transformation,

the attribution of costs capitalised to the following year’s crop

and the recoverability of capitalised costs.

Our audit procedures included:

- Gaining an understanding of the crop life cycle and growth

periods with reference to relevant independent horticultural

industry information to determine the appropriateness of

management’s assessment of biological transformation.

- Selecting a sample of expenses that were capitalised and

agreed to invoices to determine whether capitalisation was

valid and directly related to the unharvested crop at 31

December 2016.

- Reviewing management’s assessment of the recoverability

of capitalised costs which uses judgement to estimate the

expected crop yield and future selling price.

- Finally we performed an independent evaluation of

impairment indicators by utilising external and internal

sources of information to support key metrics included in

forecasts such as production rates, or yields, and expected

crop sales values. Additionally we evaluated the historical

accuracy of management’s forecasting.

The results of our procedures did not identify any material

inconsistencies with management estimates.

Valuation of Land and Buildings

As reflected in note 9 of the financial statements the

Group has a policy of revaluing their land and buildings

on a three year rolling cycle, (excluding assets under

construction). At each balance date approximately

one third of the Group’s assets are revalued by an

independent external valuer. The Group then utilises

their internal valuation expertise to determine, based

on the results of the third party valuations, that the

remaining asset values remain appropriate and materially

reflect fair value.

Because the Group does not possess the internal

valuation capability to assess the appropriateness of

the carrying value of the Australian land and buildings

relative to estimated fair value management engaged

an independent third party valuer based in Australia to

reconfirm the carrying values are materially consistent

with fair value.

The value of Group’s land and building at year end is

$95.8 million.

Our audit focused on the judgement inherent in valuations.

Our procedures included:

- Assessing the objectivity and competence of valuation

experts and third party valuers, in addition to assessing

the independence of the third party valuers utilised by

management.

- Utilising our own internal valuation expert. We have

assessed whether or not key assumptions used in the

external valuation were relevant by comparing the valuation

assumptions and inputs used, such as capitalisation and

discount rates, to externally available data. Where external

data was not available our internal valuation specialist has

utilised his experience and knowledge to determine whether

the assumptions used by the third party valuer were

reasonable and appropriate in the circumstances.

- Reviewing and challenging management’s assessment of the

carrying values of the land and buildings not independently

revalued during 2016 by preparing our own independent

assessment of valuation ranges using our internal valuation

expert.

As a result of the audit procedures performed, the values

determined by management were within ranges that were

considered appropriate in the context of our audit.

57
Seeka 2016 Annual Report

Information other than the financial statements and auditor’s report

The Directors are responsible for the annual report. Our opinion on the consolidated financial statements does

not cover the other information included in the annual report and we do not and will not express any form of

assurance conclusion on the other information.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially

misstated. If, based on the work we have performed on the other information that we obtained prior to the date of

this auditor’s report, we conclude that there is a material misstatement of this other information, we are required

to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the consolidated financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the

consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the

Directors determine is necessary to enable the preparation of consolidated financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible for assessing the Group’s ability

to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going

concern basis of accounting unless the Directors either intend to liquidate the Group or to cease operations, or

have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements, as a

whole, are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit

conducted in accordance with ISAs NZ and ISAs will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they

could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated

financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the External

Reporting Board’s website at:

https://xrb.govt.nz/Site/Auditing_Assurance_Standards/Current_Standards/Page1.aspx

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so

that we might state those matters which 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 Company and the Company’s shareholders, as a body, for our audit work, for this report or for the opinions we

have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Pip Cameron.

For and on behalf of:


Chartered Accountants Auckland

27 February 2017

58
Directors

Fred Hutchings

Independent Chairman

Fred has extensive commercial and business experience as a partner at PricewaterhouseCoopers for 27 years. He is chairman of Tui

Products Limited a director of Speirs Group Limited and Speirs Food Limited. He is a Past President of Chartered Accountants Australia

and New Zealand.

Malcolm Cartwright

Deputy Chairman

A kiwifruit orchadist and former director of KNZ, Malcolm is a former chairman and is a council member of Seeka Growers Limited and a

director of AvoFresh Limited.

Martyn Brick

Director

Martyn has extensive experience in agribusiness having worked in a rural banking, finance, and in horticulture. He is a former director of

Te Awanui Huka Pak and former chairman of the Te Awanui Growers Council.

John Burke

Director

John is a kiwifruit orchardist and a farmer. He has an agribusiness background and qualifications. Previous positions include general

manager KVH and chief executive Te Awanui Huka Pak. Before entering the kiwifruit post harvest business, John operated a rural valuation

and consultancy practice.

Amiel Diaz

Director

Mel has been in the fresh produce business in Asia particularly the Philippines and Japan as head of the Philippine subsidiaries of

Farmind Corporation. He also has extensive executive management experience in technology, telecommunications, manufacturing,

finance, service, business consultancy and fresh produce industries over the last 30 years serving in various executive positions, board

memberships and advisory roles.

Peter Ratahi Cross

Director

Ratahi is the chairman of several Trust Boards throughout the Eastern areas of the North Island. He chairs Te Awanui Huka Pak Limited

and Ngai Tukairangi Trust, the largest Maori kiwifruit grower in New Zealand. The orchard is the jewel in the crown of Maori kiwifruit

orchards and is situated on the Matapihi Peninsula at Mount Maunganui.

Ratahi has a background in natural science specialising in native flora and fauna, he also lectures in Maori history for several tribes he

belongs to.

Ashley Waugh

Independent Director

Ashley has extensive experience in the fresh food industry having worked within the Australasian fast moving consumer goods (FMCG)

markets for over 30 years, and has also had considerable global experience in the FMCG, foodservice and ingredients markets. Ashley

was the CEO of Australian dairy foods and juice giant National Foods up to its merger with Lion Nathan in 2009. His prior business

experience was with the New Zealand Dairy Board and Ford Motor Company.

He currently serves on the board of Colonial Motor Company, and Fonterra Group as a farmer elected director. He is the chairman of

Moa, New Zealand’s largest craft brewer.

Ashley chairs the Audit and Risk Committee at Seeka.

Directors' interests in subsidiaries

The following table shows the position of Group officers in Group subsidiary companies in the year to 31 December 2016.

Michael Franks Stuart McKinstry Anthony Motion

Chief executive Chief financial Independent

Subsidiary company officer officer director

Seeka Australia Pty Limited Director Director Director

Seeka Pollen Australia Pty Limited Director Director Director

Seeka Fresh Limited Director Director

Integrated Fruit Supply & Logistics Limited Director

Kiwi Coast Growers (Te Puke) Limited Director Director

Enviro Gro Limited Director

Seeka Growers Limited Director

Eleos Limited Director Director

Avofresh Limited Director

Seeka Te Puke Limited Director Director

Glassfields (NZ) Limited Director Director

Guaranteed Sweet Limited Director Director

Seeka 2016 Annual Report

59
Board of DirectorsRemuneration CommitteeAudit Committee

PositionHeldAttendedPositionHeldAttendedPositionHeldAttended

Fred Hutchings

Chairman1313Chairman33Ex-officio

77

Malcolm Cartwright

Deputy chair1313Member33

Martyn Brick

Director1312Member

76

John Burke

Director1313Member

76

Peter Cross

Director1311Member33

Amiel Diaz

Director1313

Neil Te Kani

(1)

Director--

Ashley Waugh

Director1312Chairman

77

(1) Retired 12 February 2016.

Disclosures

The annual report is based on audited financial statements. The disclosures are made in accordance with Section 211 of the Companies

Act 1993 and the NZX Main Board Listing Rules.

Principal activities

The principal activities of the Group are to provide orchard lease and management, and post harvest service activities to the horticulture

industry. The Group also provides retail services including ripening and delivery for customers in New Zealand and Australia and

wholesale market services to independent operators in New Zealand.

The nature of the Company's business has not changed in the year to 31 December 2016 under review.

Dividends

During the year ended 31 December 2016, a fully imputed dividend of $0.10 per share was paid on 24 March 2016.

During the year ended 31 December 2016, a fully imputed dividend of $0.10 per share was paid on 29 September 2016.

Donations

No donations were made by the Company or its subsidiaries during the year ended 31 December 2016.

Directors holding office during the year

The directors holding office during the year and as at 31 December 2016 were:

Fred Hutchings Malcolm Cartwright

(1)

Martyn Brick

(1)

John Burke

(1)

Peter Cross

(1)

(Appointed 1 March 2016) Amiel Diaz

(1)

Neil Te Kani

(1)

(Retired 12 February 2016) Ashley Waugh

(1) Non-independent Directors.

Use of company information

During the year the Board received no notices from directors requesting them to use Company information which would not otherwise

have been available to them.

Directors shareholding

Directors held a relevant interest in the following shares at 31 December 2016.

Beneficially Non-beneficially

Current Directors held shares held shares

F Hutchings - Walker Nominees 10,000 -

M Cartwright 75,325 -

M Brick - Omega Kiwifruit Limited & Strathboss Kiwifruit Limited 391,706 -

J Burke - J & D Burke Holdings Limited 34,323 -

P Cross - 1,320,300

A Waugh 4,300 -

Meeting attendance

The following table details the number of board and committee meetings the directors were eligible to attend and did attend during the

course of the 2016 financial year.

Seeka 2016 Annual Report

60
Share dealings

The following table shows transactions recorded in respect of shares disposed of by directors interests, either directly or indirectly, in the

year to 31 December 2016.

Quantity Closing balance $ Value

M Brick - Omega Kiwifruit Limited & Strathboss Kiwifruit Limited

Restated Opening Balance 1 January 2016 367,642

Purchase - 7 September 2016 24,064 391,706 $4.40

Closing Balance 391,706

J Burke - J & D Burke Holdings Limited

Opening Balance 1 January 2016 22,660

Purchase - 3 March 2016 11,000 33,660 $3.80

Purchase - 7 September 2016 649 34,309 $4.40

Purchase - 7 September 2016 14 34,323 $4.27

Closing Balance 34,323

M Cartwright

Opening Balance 1 January 2016 66,930

Purchase - 24 March 2016 1,656 68,586 $3.76

Purchase - 7 September 2016 5,132 73,718 $4.40

Purchase - 29 September 2016 1, 607 75,325 $4.27

Closing Balance 75,325

P Cross

Opening Balance 1 January 2016 1,300,224

Purchase – 24 March 2016 812 1,301,036 $3.76

Purchase – 7 September 2016 18,136 1,319,172 $4.40

Purchase – 29 September 2016 1,128 1,320,300 $4.27

Closing Balance 1,320,300

F Hutchings - Walker Nominees Limited

Opening Balance 1 January 2016 10,000

Closing Balance 10,000

A Waugh

Opening Balance 1 January 2016 4,300

Closing Balance 4,300

Directors of Group subsidiary companies did not undertake any share dealings in those companies.

Remuneration and other benefits

Directors fees and other remuneration paid to Seeka Limited Directors during the year was:


Director Directors' fees

F Hutchings $ 90,000

A Waugh $ 60,000

M Cartwright $ 50,000

M Brick $ 50,000

J Burke $ 50,000

A Diaz $ 50,000

P Cross $ 41,667

N Te Kani $ 4,167

Total $ 395,833

Directors fees and other remuneration paid to directors of subsidiaries during the year was.


Director Directors' fees

A Motion $ 28,381

Michael Franks and Stuart McKinstry did not receive remuneration as directors but were compensated as part of their employment.

Seeka 2016 Annual Report

61
Directors’ interests

During the year the Group undertook transactions with the directors as "Related Party Transactions". At 31 December 2016, the following

general disclosures of interests have been made by the directors in terms of section 140 (2) of the Companies Act 1993.

Director Shareholder Other

Directors of the Company

F Hutchings

Amwell Holdings Limited  

Walker Nominees Limited 

Seeka Employee Share Plan Trustees Limited 

Speirs Group Limited and subsidiaries 

Tui Products Limted 

M Cartwright

Seeka Growers Limited 

AvoFresh Limited 

Seeka Employee Share Plan Trustees Limited 

Zespri International Limited 

MJ & HC Cartwright Trust Beneficiary / Trustee

M Brick

Strathboss Kiwifruit Limited  

Seeka Growers Limited 

Omega Kiwifruit Limited  

Katoa Partnership Manager

Zespri International Limited 

Rokeby Trust Beneficiary

J Burke

J & D Burke Holdings Limited  

Rokeby Trust Trustee

Zespri International Limited 

P Cross

Ngai Tukairangi Trust Trustee / Chairman

Te Awanui Huka Pak Limited 

A Diaz

Farmind Philippines Inc.  Officer

Farmind Corporation of Japan Officer

A Waugh

Primrose Hill Farm (Puke-Roha Limited) - Te Awamutu  

Moa Group Limited  

The Colonial Motor Group Limited  

Fonterra Co-operative Group Limited  

Directors of subsidiaries

S McKinstry

Rivas Orchards Limited  

R&M Orchards Limited  

Michael Franks and Anthony Motion have not made any general interest disclosures in respect of New Zealand incorporated subsidiaries

other than those disclosed on page 58 along with Stuart McKinstry.

Indemnity insurance

Clause 9.7 of the Constitution allows the Company to indemnify and insure directors to the extent permitted by the Companies Act 1993.

The Company has provided insurance for all directors, including directors of subsidiaries.

Seeka 2016 Annual Report

62
Remuneration of employees

The Group had 76 (December 2015 - 63) current employees, including 3 employees (December 2015 – nil) employed by subsidiaries,

and 5 (December 2015 - 1) former employees, that are not directors whose annual cash remuneration and benefits (including motor

vehicles and termination costs) exceed $100,000 in the financial year.

Current year Prior year

Remuneration Number of employees Number of employees

Continuing Former Continuing Former

$100,000 - $109,999 14 1 14 -

$110,000 - $119,999 16 - 15 1

$120,000 - $129,999 9 1 6 -

$130,000 - $139,999 9 1 5 -

$140,000 - $149,999 6 - 5 -

$150,000 - $159,999 3 - 4 -

$160,000 - $169,999 4 - 3 -

$170,000 - $179,999 2 1 2 -

$180,000 - $189,999 1 - 2 -

$190,000 - $199,999 2 - -

$200,000 - $209,999 2 - 1 -

$210,000 - $219,999 - - 1 -

$240,000 - $249,999 - - 2 -

$250,000 - $259,999 2 - - -

$260,000 - $269,999 1 1 - -

$290,000 - $299,999 1 - 2 -

$300,000 - $309,999 1 - - -

$350,000 - $359,999 1 - - -

$380,000 - $389,999 1 - - -

$610,000 - $620,000 - - 1 -

$720,000 - $729,999 1 - - -

Total 76 5 63 1

Remuneration during the year included key performance indicator payments for both the prior year and current year ended 31

December 2016.

Employee remuneration of employees employed by overseas incorporated subsidiaries that are remunerated in currencies other

than New Zealand Dollars has been converted into New Zealand Dollars using the average exchange rate for the year ended 31

December 2016. The impact of movements in exchange rates from period to period has been reviewed and has not significantly

changed the disclosure above.

Directors and officers composition

As at 31 December 2016 the gender composition of the Group's directors and officers was as follows:

Current year Prior year

Male Female Male Female

Directors 7 - 7 -

Officers 2 - 2 -

Total 9 - 9 -

Summary of waivers granted by NZX

On 1 September 2014, NZX granted Seeka a waiver from NZX Main Board Listing Rule 7.11.1 in relation to its grower incentive

scheme in respect of the 2014, 2015 and 2016 kiwifruit supply seasons.

Listing Rule 7.11.1 requires an issuer to issue shares within 5 business days after the latest date on which applications for those shares

close. Under Seeka's grower incentive scheme, a grower is required to return an entitlement and acceptance form prior to 31 March

in the relevant supply season in order to participate in the scheme. However, a participating grower would not be issued shares under

the scheme until 7 September of the relevant supply and any future supply season(s), which is later than the 5 business day period

required by Listing Rule 7.11.1.

Accordingly, NZX has granted Seeka a waiver from the requirements of Listing Rule 7.11.1 for the purposes of its grower incentive

scheme. A condition of the waiver is that Seeka must issue shares within 5 business days of 31 August in each of the relevant supply

seasons.

Seeka 2016 Annual Report

63
Corporate Governance Statement

in summary

Responsibilities and functions of the board

The Board of Directors is responsible for the direction and

oversight of 'Seeka Limited and its controlled entities' (the

Company) on behalf of the shareholders.

Responsibility for day to day operations and administration is

delegated by the Board to the chief executive officer.

All directors, managers and employees are expected to act with the

utmost integrity and objectivity, striving at all times to enhance the

reputation and performance of the Company.

Each director has the right to seek independent professional advice

at the Company's expense.

The directors act collectively as the Board, but in carrying out

functions as a member of the Board, each director has a duty to

act honestly and with reasonable care and diligence.

Composition of the board

The Company's constitution provides that there shall not be fewer

than three directors, and, unless otherwise determined by the

Company in a general meeting, the number, of ordinary directors

shall not exceed seven.

At each annual meeting, one-third of the ordinary directors shall

retire from office. A retiring ordinary director shall be eligible for

re-election.

The chairman is elected annually by the Board at the first directors'

meeting following the ASM.

Dealings in company shares

Directors or senior executives can buy or sell shares within the

guidelines of the NZX.

Committees

The following permanent committees assist in the execution of the

Board's duties. Committee members are appointed from members

of the Board and membership is reviewed on an annual basis.

All matters determined by committees are submitted to the full

Board as recommendations for Board decisions.

Audit and risk committee

The audit committee is comprised of three non-executive directors.

The role of the committee is to advise on the establishment and

maintenance of the framework of internal control and appropriate

ethical standards. The chief executive, chief financial officer and

external auditors are invited to audit committee meetings as

deemed necessary. The committee is comprised of Ashley Waugh,

John Burke and Martyn Brick.

The responsibilities of the audit committee include:

• reviewing the annual reports and financial information

• liaising with the external auditors

• reviewing systems and internal controls

• improving the quality of the accounting function

• establishing a formal risk management policy and

programme.

The audit committee reviews the external audit process on

an annual basis and oversees the implementation of any

recommendations and changes to accounting practices adopted

by the Company.

Remuneration committee

The remuneration committee is comprised of three non-executive

directors. The role of the committee is to recommend appropriate

remuneration packages for the senior executives and directors. The

committee is comprised of Fred Hutchings, Malcolm Cartwright

and Peter Ratahi Cross.

The responsibilities of the remuneration committee include:

• review and recommend to the Board any changes regarding

the chief executive officer’s appointment, remuneration and

succession planning

• review of the Company’s compensation policy and procedures

for all employees

• management of risk and compliance with statutory and

regulatory requirements of human resources.

Internal control

The Board is responsible for the overall internal control framework

of the Company. No cost effective control system will preclude

all errors and irregularities, however to safeguard the assets of

the Company and ensure that all transactions are recorded and

appropriately reported the Board has instigated and monitors the

internal control system.

Business risks

The chief executive officer is required to identify and report on

the major risks affecting each business segment and to develop

strategies to mitigate these risks.

The role of the shareholders

The shareholders appoint ordinary directors and they approve

major business decisions affecting the Company as prescribed in

the Company's constitution.

The Board of Directors ensures shareholders are informed of all

major developments affecting the Company's state of affairs.

Proposed major changes in the Company which may impact on

share ownership rights are submitted to a vote of the shareholders.

This statement is an overview of the Group's main corporate governance policies, practices and

processes adopted or followed by the Board of Directors. The Group's corporate governance processes

do not materially differ from the principles set out in the NZX Corporate Governance Best Practice Code.

Seeka 2016 Annual Report

64
Shareholder Analysis

Top 50 shareholders at 17 February 2017*

Analysis of shareholders by size at 17 February 2017*

Number of Shares Percentage of Percentage of Average

shareholders held shareholders shares holding


Up to 1,000 shares 407 207,808 29.51% 1.19% 511

1,001 to 5,000 shares 602 1,530,318 43.82% 8.77% 2,542

5,001 to 10,000 shares 188 1,355,418 13.52% 7.76% 7,210

10,001 to 100,000 shares 165 4,306,130 11.92% 24.67% 26,098

100,001 shares or more 16 10,058,908 1.24% 57.62% 628,682

Total 1,378 17,458,652 100.0% 100.0% 12,670

Substantial product holders at 17 February 2017**

Shares Percentage of

held shareholding

Te Awanui Huka Pak Limited 1,267,410 7.26%

Sumifru Singapore PTE Ltd 2,093,558 11.99%

Farmind Corporation - Japan 2,800,567 16.04%

*All shares fully paid up

**All shares are fully paid and have voting rights

Farmind Corporation - Japan 2,800,567

Sumifru Singapore Pte Limited 2,093,558

Te Awanui Huka Pak Limited 1,267,410

Seeka Employee Share Plan 743,600

CW Flood & M Schlagel 477,130

National Nominees New Zealand Limited 386,732

Omega Fruit Limited 320,394

J & PC Law 310,240

AL Bayliss & CJ McFadden 234,457

Burts Orchards (1997) Limited 195,922

GA Cole 188,862

S Moss 168,016

LJ Christie 125,000

J Slater & RA Slater 122,291

New Zealand Permanent Trustees Limited 114,751

GK & DJ Oakley & Others 106,441

MC & HF Salt 103,770

HSBC Nominees (New Zealand) Limited 102,737

Custodial Services Limited 101,617

D Grindell 100,055

J Slater & RA Slater 100,000

BJ & L Cotton-Stapleton 87,954

MI Tremain & BM Tremain 86,963

ID Greaves & NA Greaves & CM Thompson 84,395

BF Grafas 79,771

Custodial Services Limited 77,938

Birdwood Farms Limited 76,562

MJ Cartwright & HC Cartwright & Others 75,325

AJ Northcote Hill & JM Hill & Others 73,890

HO Wright 71,362

Strathboss Kiwifruit Limited 71,312

Forsyth Barr Custodians Ltd 65,401

Bowyer Orchards Limited 63,683

JP Jensen & PJ Jensen 62,867

Penmaen Limited 58,535

CR Malcolm & HA Malcolm 54,872

Bnp Paribas Nominees NZ Limited 54,722

T&G Hawthorn, G Hawthorne & Others 53,076

PR Cross & N Te Kani 52,890

RD & CB Clarke 49,529

MG Franks 49,120

DW Hay 46,085

DJ Hicks & JF Hicks & DR Pilbrow 45,700

DM Reid & BA Reid & JA Stewart 45,566

JE Bourke & RJ Bourke 44,837

CW Flood 42,983

HM Bowyer 42,255

IG Arnot 42,000

LM Marx & WB Sheather & PV Sheather & SM Palmer 41,438

SE Fisher & JA Fisher 40,662

Seeka 2016 Annual Report

65
Directory

Directors

Fred Hutchings

Independent Chairman

Malcolm Cartwright Martyn Brick John Burke

Deputy Chairman Director Director

Peter Ratahi Cross Amiel Diaz Ashley Waugh

Director Director Independent Director

Management

Michael Franks

Chief Executive

Kate Bryant Kevin Halliday Ray Hook Annmarie Lee

GM Supply GM Post Harvest Services GM Retail Services GM Growers

Stuart McKinstry Jason Swain Rob Towgood Simon Wells

Chief Financial Officer GM Information Services Commercial Manager GM Orchards

and Company Secretary

Corporate

Head Office of Seeka Limited

47 Young Road, Paengaroa 3186

PO Box 47, Te Puke 3153

Seeka.co.nz

AUDITOR

PricewaterhouseCoopers

Auckland

BANKERS

Westpac Banking Corporation

Auckland

SHARE REGISTRAR

Link Market Services Limited

Ashburton

NZX

www.nzx.com

LEGAL ADVISORS

Harmos Horton Lusk Limited

Auckland

MacKenzie Elvin

Tauranga

Seeka 2016 Annual Report

Seeka Limited
34 Young Road, Paengaroa 3186

PO Box 47, Te Puke 3153

info@seeka.co.nz

Seeka.co.nz

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.