Seeka announces capital raising

12 November 2018

Seeka announces capital raising to provide Balance Sheet Flexibility and
pursue its Growth Strategy
Capital raising
Seeka Limited [NZX:SEK] has today announced a new capital raising strategy to
be implemented over the course of the next 3 years, including a Rights Issue,
an issuance of shares under a new Grower Share Scheme and an issuance of
shares under Seeka’s existing Employee Share Ownership Scheme.
The purpose of this capital raising strategy is to strengthen its balance sheet
and provide Seeka with the financial flexibility and freedom to pursue its
growth strategy of becoming New Zealand’s leading orchard-to-market
business.
The first step is for Seeka to undertake a fully underwritten pro rata
renounceable Rights Offer commencing on 21 November 2018 and closing on 7
December 2018.
This Rights Offer:
• Seeks to raise approximately NZ$50 million of new equity via a pro rata 1
for 1.5 Rights Offer at NZ$4.25 per share (fully underwritten by First NZ
Capital Group Limited).
• Includes a bookbuild to be undertaken at the end of the Rights Offer
period for any shortfall. As a consequence, shareholders not taking up all
of their rights (including ineligible shareholders) may receive value for
their rights not taken up.
Seeka also announces its intention to introduce a new Grower Share Scheme
and Employee Share Scheme in the first quarter of 2019 to further align the
interests of Seeka, its employees and grower suppliers (many of whom are
shareholders).

Chairman of Seeka, Fred Hutchings, said: “We are excited about Seeka’s plans
for growth and our continual pursuit towards being New Zealand’s leading
orchard-to-market business. Seeka will use the capital raised to strengthen our
balance sheet, repay bank debt, undertake planned capital expenditure and
give us greater financial flexibility and freedom to deliver better value for our
shareholders.”
Seeka intends to target net debt to normalised LTM EBITDA
1
of 1.5x – 2.5x by
the end of 2019, noting the requirement for flexibility from time to time given
Seeka’s seasonal investment cycle and the timeframe required for Seeka to
implement and complete its capital raising strategy as noted above.
Further sales of the Northland orchard portfolio are expected to take place in
the next twelve months, which together with other initiatives will further
reduce net debt during the 2019 financial year.
Earnings Targets
For FY2018, Seeka confirms its previous guidance of EBITDA of $24.0m to
$25.0m, and NPAT of $6.5m to $7.2m on the basis set out in previous releases.
For FY2019, Seeka is targeting EBITDA of $27.5 million to $28.5 million,
assuming:
• Expected increases in kiwifruit volumes in 2019 (in particular gold
kiwifruit).
• Normal operating conditions across Australia and New Zealand.
• Any material change in guidance will be advised to the market through
NZX.
In FY2019, Seeka expects to undertake approximately $32 million
2
of capital
expenditure, which includes development of the Kerikeri and Oakside sites to
improve capacity efficiency, development of long term lease orchards and
maintenance capital expenditure.

1
Long Term Maintainable Earnings Before Interest Tax Depreciation and Amortisation.
2
FY19 Capital expenditure is based on investment in capacity at the Company’s KeriKeri and Oakside -Te Puke
facilities along with an allowance for normal capital maintenance expenditure and $6m for long term lease
orchard development.

Rights Offer and Bookbuild
Under the Rights Offer, eligible shareholders are entitled (but not obliged) to
subscribe for 1 new share for every 1.5 existing shares held as at 5.00 pm on
the record date of 20 November 2018, at an issue price of $4.25 per new
share. This represents a 25.4% discount to the closing share price on the NZX
on 9 November 2018 and a 17.0% discount to the theoretical ex-rights price
(TERP) of $5.12 per share, post the Rights Offer, based on the pre-
announcement close of $5.70.
Eligible shareholders may choose to take up all, some or none of their rights.
Any rights that are not taken up (including rights of ineligible shareholders) will
be offered for sale through a bookbuild at the end of the Rights Offer period.
Eligible retail shareholders that have taken up all of their rights will have the
opportunity to participate in this bookbuild alongside institutional investors.
Rights will not be quoted on the NZX Main Board - there will be no licensed
market on which shareholders can sell their rights.
Full details of the Offer will be sent to eligible shareholders. Information on the
Offer, including the Offer Document released on the NZX market
announcement platform today, are available on Seeka’s website
www.seeka.co.nz/nzx-announcements or on the NZX by searching Seeka’s
stock code (SEK) at www.nzx.com/companies/SEK.
Entitlements under the Rights Offer will not be scaled up to a minimum
holding. Entitlements to fractions of new shares will be rounded down to the
nearest whole number. Existing NZ Shareholders will have a preferential
position in the bookbuild should they wish to subscribe for more shares than
their entitlement under the Rights Offer.
Key Dates for the Rights Offer
The record date for determining the entitlements to participate in the Rights
Offer is 5.00pm on 20 November 2018. Seeka shares will trade ex-rights from
19 November 2018.
Other key dates (which are subject to change) are as follows:
• Announcement: 12 November 2018

• Seeka shares trade ex-rights from 19 November 2018
• Record date for rights issue: 5.00pm on 20 November 2018
• Dispatch of Rights Offer to Shareholders: 21 November 2018
• Opening Date of Rights Offer: 21 November 2018
• Closing Date of Rights Offer: 5.00pm on 7 December 2018
• Shortfall Bookbuild: 11 December 2018
• Allotment Date: 14 December 2018
• Payment of any premium achieved in the Bookbuild: By 17 December
2018
Shareholders should consult their broker, solicitor, accountant, financial
adviser, or other professional adviser with any questions about the Rights
Offer and the capital raising strategy generally.
Seeka has appointed First NZ Capital Securities Limited as lead manager of the
capital raising, with the Offer fully underwritten by First NZ Capital Group
Limited. Harmos Horton Lusk Limited has provided legal advice.
New Grower Share Scheme
Following the initial Rights Offer capital raising, Seeka intends to introduce a
new Grower Share Scheme (GSS) to further align its interests with those of its
grower suppliers. Up to 2,600,000 shares in aggregate will be issued for the
benefit of growers who choose to participate in the GSS. The GSS requires
shareholder approval, which will be sought at a shareholder meeting intended
to be held in March 2019.
A summary of the proposed key terms of the GSS are set out below:
• Offers to participate in the GSS will only be made to growers who are
the registered owners of kiwifruit, kiwiberry or avocado orchards as
determined by the Board.
• The shares will be issued to a scheme trustee with full dividend and
voting rights at a price to be determined by Seeka and will be held on a
Grower’s behalf for 3 years.
• Growers will beneficially own the shares from the issue date (but will not
be able to transfer or encumber their beneficial interest in the shares).

• The issue price of the shares will be funded by limited recourse loans
from Seeka to the scheme trustee (on the Growers’ behalf). The loan will
be interest free and repayable only if the Grower elects to acquire the
shares at the end of the 3-year period. During that 3-year period, any
dividends paid by Seeka on the shares will be applied towards
repayment of the loan.
• At the end of the 3 year period, the Grower will be transferred the
shares provided:
o the Grower has supplied all fruit from the orchard(s) registered for
the GSS to Seeka;
o the Grower makes an election to acquire the shares by the
relevant due date; and
o the Grower pays off the balance of the loan.
• If the Grower fails to supply all fruit from their registered orchard(s) or
pay off the balance of the loan, the Grower will forfeit the shares being
held by the scheme trustee on its behalf.
• The Grower will not be obliged to supply fruit or repay the loan. The only
consequence of not doing so will be that the Grower does not get the
shares.
• If the Grower’s orchard(s) are sold, the Seller will be able to continue to
participate in the GSS but must:
o notify Seeka of the sale and the name(s) of the new owner(s); and
o ensure the new owner(s) continues to supply all fruit from the
orchard(s) to Seeka, otherwise the Grower will not be entitled to
acquire the shares at the end of the 3-year period.
Employee Share Ownership Scheme
In 2019 Seeka also intends to issue Shares to employees under the existing
Employee Share Ownership Scheme (ESS) to further align its interests with
employees. An expected maximum of 700,000 shares in aggregate will be
issued for the benefit of employees who are offered the option to participate
in the ESS and that elect to do so. Offers to participate in the ESS will be made
in accordance with the terms of Seeka’s existing ESS and will not require
shareholder approval. Further details about the intended issue of shares
under the ESS shall be released in 2019.

Ends.

For further information please contact:
Michael Franks Seeka Chief Executive 021356516
Stuart McKinstry Seeka Chief Financial Officer 0212215583

---

OFFER DOCUMENT
This Offer Document may not be distributed in the United States of America or elsewhere
outside New Zealand except to certain investors in such other countries and to the extent
contemplated in this Offer Document.
This is an important document. You should read it carefully and in full before deciding whether
to take up your Rights. If you have any doubts as to what you should do, please consult your
broker, financial, investment or other professional adviser.
12 November 2018
Lead Manager
& Underwriter
SEEKA LIMITED
1 FOR 1.5 PRO RATA RIGHTS OFFER

2OFFER DOCUMENT | SEEKA LIMITED
This Offer Document relates to an offer of New Shares in
Seeka Limited under a pro rata Rights Offer and a Shortfall
Bookbuild of New Shares attributable to Rights not taken up
under the Rights Offer.
Offer Document
The Offer is made pursuant to the exclusion in clause 19
of Schedule 1 of the Financial Markets Conduct Act 2013.
This document is not a product disclosure statement
for the purposes of that Act, and does not contain all of
the information that an investor would find in a product
disclosure statement, or which may be required to make an
informed investment decision about the Offer or Seeka.
Additional Information available under Seeka’s
Disclosure Obligations
Seeka is subject to continuous disclosure obligations under
the NZX Main Board Listing Rules, which require Seeka
to notify certain material information to NZX. Market
releases by Seeka are available at www.nzx.com under the
ticker code “SEK” and on Seeka’s website www.seeka.co.nz/
nzx-announcements.
Seeka may, during the Offer, make additional releases
to NZX. No release by Seeka to NZX will permit you to
withdraw any previously submitted application for New
Shares.
The market price of Shares in Seeka may increase or
decrease between the date of this Offer Document and
the date of allotment of New Shares. Any changes in the
market price of Shares will not affect the Application Price.
The market price of New Shares following allotment may be
higher or lower than the Application Price.
Offering Restriction
This Offer Document does not constitute an offer,
advertisement or invitation in any place in which, or to any
person to whom, it would not be lawful to make such an
offer, advertisement or invitation.
This Offer Document may not be sent or given to any person
who is not an Eligible Shareholder or an Institutional Investor
in circumstances in which the Offer or distribution of this
Offer Document would be unlawful. The distribution of
this Offer Document (including an electronic copy) outside
New Zealand may be restricted by law. In particular, this
Offer Document may not be distributed to any person, and
the New Shares may not be offered or sold, in any country
outside New Zealand except to Institutional Investors or
as Seeka may otherwise determine in compliance with
applicable laws. Further details on the offering restrictions
that apply are set out in Section 4.
If you come into possession of this Offer Document, you
should observe any such restrictions. Any failure to comply
with such restrictions may contravene applicable securities
law. Seeka disclaims all liability to such persons.
It is your decision to participate in the Offer
The information in this Offer Document does not constitute
a recommendation to acquire New Shares or financial
product advice to you or any other person. This Offer
Document has been prepared without taking into account
your investment objectives, financial or taxation situation,
or particular needs. You should make your decision as to
whether to invest in New Shares based on your personal
circumstances. Please read this Offer Document carefully
and in full before making that decision. You are encouraged
to take your own professional advice before you invest.
You should not rely on any information in respect of
the Offer other than information contained in this Offer
Document or another communication authorised by Seeka’s
Directors.
Withdrawal
Seeka reserves the right to withdraw all or any part of the
Offer. If this occurs, you will not be allotted New Shares and
any amount you have paid to Seeka will be refunded to you
within five Business Days of the withdrawal. No interest will
be payable to you on any monies refunded.
No Guarantee
No guarantee is provided by any person in relation to New
Shares to be issued under the Offer. Likewise, no warranty is
provided with regard to the future performance of Seeka or
any return on any investment in New Shares.
Privacy
Any personal information provided by you in your online
application or Entitlement and Acceptance Form will be
held by Seeka or the Registrar at the addresses set out in the
IMPORTANT INFORMATION

3SEEKA LIMITED | OFFER DOCUMENT
Directory and may also be held in electronic format. Seeka
or the Registrar may store your personal information in
online storage on a server or servers which may be located
inside or outside New Zealand. Your personal information
will be used for the purposes of administering your
investment in Seeka. This information will only be disclosed
to third parties with your consent or if otherwise required by
law. Under the Privacy Act 1993, you have the right to access
and correct any personal information held about you.
Enquiries
If you have any enquiries about the Offer, they can be
directed to an NZX Primary Market Participant, or your
lawyer, accountant or other professional adviser. If you have
any questions about the number of New Shares shown on
the Entitlement and Acceptance Form that accompanies this
Offer Document, or how to complete the online application
or your Entitlement and Acceptance Form, please contact
the Registrar (see the Directory).
Defined Terms
Capitalised terms used in this Offer Document are defined
in the Glossary in Section 5.
All references in this Offer Document to time are to New
Zealand time, and all references to money are to New
Zealand dollars.
Governing Law and Jurisdiction
This Offer Document, the Offer and any contract resulting
from it are governed by the laws of New Zealand and you
submit to the exclusive jurisdiction of the courts of New
Zealand.
Unless stated otherwise, all references to legislation are
references to New Zealand legislation. New Zealand
legislation can be viewed at www.legislation.govt.nz.
IMPORTANT
If you do nothing with your Rights, you will only realise value for your Unexercised Rights if a Premium is
achieved under the Shortfall Bookbuild. There is no guarantee that a Premium will be achieved under the
Shortfall Bookbuild.
The Rights Offer is a pro rata offer. If you take up all your Rights your percentage shareholding in Seeka
will not reduce, but if you do not take up all your Rights, your percentage shareholding in Seeka will reduce
following allotment of New Shares under the Offer.

CONTENTS
5 Chairman’s Letter
7 Section 1 | Key Information
9 Section 2 | Important Dates
10 Section 3 | Answers to frequently asked Questions
13 Section 4 | Details of the Offer
20 Section 5 | Glossary
23 Directory

5SEEKA LIMITED | OFFER DOCUMENT
Dear Seeka Shareholder,
Seeka’s Pro Rata Rights Offer
New capital raising initiative
Seeka has announced a new capital raising initiative that will be implemented over the course of the next three years that will
allow Seeka to pursue its strategy of becoming New Zealand’s leading orchard-to-market business. The new capital raising
initiative includes:
– a fully underwritten pro rata rights offer to raise approximately $50 million of new equity for the company;
– new share issuances under a new grower share scheme, expected to be launched in the first quarter of 2019, issuing up to
2,600,000 new shares; and
– further new share issuances under Seeka’s existing employee share ownership scheme, issuing up to an expected maximum of
700,000 new shares.
On behalf of the Board, I am pleased to invite you to participate in this Offer.
The Offer
This Offer provides an opportunity for you to increase the number of Shares you hold in Seeka and to take advantage of the
discount at which New Shares will be issued under the Offer.
The Offer proceeds will be used to strengthen Seeka’s balance sheet, repay bank debt, undertake planned capital expenditure
and provide the company with the financial flexibility to further pursue its strategy of becoming New Zealand’s leading
orchard-to-market business.
Seeka is an international fresh produce business. Through its four main operating divisions (Orchards, Post-Harvest, Retail
Services and Australia), Seeka grows, processes and markets fruit in New Zealand and Australia. Seeka is the largest grower of
kiwifruit in New Zealand and is Australia’s largest grower of kiwifruit and nashi.
With the burgeoning kiwifruit industry in New Zealand
1
, Seeka will continue to invest capital into its coolstores and packhouses,
increasing kiwifruit processing capacity, incorporating automated post harvest technology and advanced information systems,
and so positioning itself well for further growth in New Zealand and Australia.
Beyond kiwifruit, Seeka also has a diversified offering of other fruits. Avocados in particular represent a high-growth emerging
market, with the export value of New Zealand’s avocados nearly doubling over the last 5 years
2
. Delivering a full orchard-to-
market service, Seeka’s avocado volumes have increased through orchard syndication, and Seeka has positioned itself to benefit
from higher avocado volumes with three packhouses capable of handling avocados.
The Board and management consider it sensible at this time to undertake the capital raising to recapitalise the balance sheet and
provide Seeka with the financial flexibility to further execute its growth strategy.
CHAIRMAN’S LETTER
[1] New Zealand is one of the fastest growing kiwifruit exporters in the world, its net kiwifruit export surplus having increased by 79.4%
from 2013-2017 (World Top Exports, July 2018).
[2] New Zealand Avocado Annual Report, 2018.

6OFFER DOCUMENT | SEEKA LIMITED
Participating in the Offer
Under the Offer, you have the opportunity to purchase 1 new share for every 1.5 existing Seeka shares you own as at 5.00pm
(NZT) 20 November 2018 (the record date for the Rights Offer).
The Issue Price of $4.25 per New Share represents a 17.0% discount to TERP, being the price at which Seeka’s shares should
theoretically trade at, immediately after the shares become ex-entitlement.
The rights will not be tradeable to the NZX Main Board. Instead, any rights not taken up, or attributable to ineligible shareholders,
will be offered to investors through a bookbuild process. In addition to institutional investors, we are pleased to give all
shareholders the opportunity to participate in the bookbuild. Existing New Zealand shareholders will have a preferential position
in the bookbuild should they wish to subscribe for more shares than their entitlement under the rights issue.
If you do nothing with some or all of your Rights, you may still receive value for those Rights, to the extent that the bookbuild
price exceeds the Issue Price.
The Offer is fully underwritten by First NZ Capital Group Limited.
YOU HAVE UNTIL 5.00PM (NZ TIME) ON 7 DECEMBER 2018 TO SUBSCRIBE FOR NEW SHARES.
Applications must be made (together with payment) either via:
– Submission of the online application at www.seekashareoffer.com; or
– Completion of the enclosed Entitlement and Acceptance Form and return to the Registrar.
Please read this Offer Document carefully before deciding what to do. If you have any questions about how to deal with your
Rights, you are encouraged to talk to a professional adviser.
We encourage you to read all of our recent announcements, particularly the Investor Presentation released on 7 November
2018 and the offer announcement released on 12 November 2018, at www.nzx.com under the ticker “SEK”. You can also access
information, including the Investor Presentation and announcements regarding the Offer, on our website at www.seeka.co.nz.
We remain committed to forging ahead with Seeka’s strategy of becoming New Zealand’s leading orchard-to-market business
and solidifying Seeka’s market position in Australia. Thank you for considering this opportunity and for your continued support.
Yours sincerely,
Fred Hutchings
Chairman
Seeka Limited

7SEEKA LIMITED | OFFER DOCUMENT
SUMMARY OF THE OFFER
SECTION 1
IssuerSeeka Limited
The OfferA pro rata Rights Offer of 1 New Share for every 1.5 Existing Shares held by you
at 5.00pm on the Record Date (being 20 November 2018), followed by a Shortfall
Bookbuild.
The Offer is fully underwritten by First NZ Capital Group Limited. The Rights will not
be quoted on the NZX Main Board.
The amount to be raised under the Offer is up to approximately $50 million.
RightsThe right to subscribe for New Shares under the Rights Offer.
Each Right entitles (but does not oblige) you to subscribe for 1 New Share for every
1.5 Existing Shares held by you at 5.00pm on the Record Date.
You may take up all, some or none of your Rights.
You do not pay for the Rights themselves – only for New Shares which will be issued
to you if you choose to take up some or all of your Rights.
New Shares attributable to Unexercised Rights will be offered in the Shortfall
Bookbuild.
Eligibility for the Rights OfferYou are eligible to participate in the Rights Offer if your name is recorded on Seeka’s
Share register as the holder of Existing Shares at 5.00pm on the Record Date with:
– a registered address in New Zealand; or
– a registered address in Australia, Hong Kong, Singapore and Japan, provided you
are an Institutional Investor,
and you are not in the United States and are not acting for the account or benefit of
a person in the United States.
Application Price$4.25 per New Share.
The Application Price is payable in full on application.
Any New Shares issued under the Shortfall Bookbuild will be issued at the Bookbuild
Price.
KEY INFORMATION

8OFFER DOCUMENT | SEEKA LIMITED
Shortfall BookbuildEligible Shareholders who take up their Rights in full have the opportunity to apply
for additional New Shares which are attributable to any Rights not taken up. These
applications for additional New Shares will go into a bookbuild process which will
also involve Institutional Investors.
Existing Shares currently on issue17,590,482 Existing Shares as at the date of this Offer Document.
Maximum number of New Shares
being offered
11,726,988 New Shares (subject to rounding).
Maximum number of Shares on
completion of the Offer
29,317,470 Shares (subject to rounding).

9SEEKA LIMITED | OFFER DOCUMENT
SECTION 2
IMPORTANT DATES
Announcement of the Offer12 November 2018
Record Date for determining entitlements to Rights5.00pm, 20 November 2018
Expected mailing of Offer Document and Entitlement and Acceptance Forms
to Eligible Shareholders
21 November 2018
Rights Offer opens21 November 2018
Rights Offer closes (and last date for receipt of applications with payment
of Application Monies for all New Shares you apply for)
7 December 2018
Shortfall Bookbuild occurs11 December 2018
Allotment of New Shares under the Rights Offer and the Shortfall Bookbuild14 December 2018
New Shares expected to commence trading on the NZX Main Board 14 December 2018
Payment of the Premium (if any) achieved in the Shortfall Bookbuild in respect
of Unexercised Rights to holders of Unexercised Rights
17 December 2018
Expected mailing of holding statements for New Shares allotted under
the Rights Offer and the Shortfall Bookbuild
19 December 2018
These dates and the references to them throughout this Offer Document are subject to change and are
indicative only. Seeka reserves the right to amend the dates and times without prior notice, subject
to law and the Listing Rules. The Offer may also be withdrawn, in Seeka’s absolute discretion, at any time
before the allotment of New Shares. If the Offer is withdrawn before the allotment of New Shares all Rights
will lapse.

10OFFER DOCUMENT | SEEKA LIMITED
SECTION 3
ANSWERS TO FREQUENTLY ASKED QUESTIONS
QuestionResponse
What is the Offer?The Rights Offer is a pro rata rights issue of 1 New Share for every 1.5 Existing Shares
at $4.25 per New Share. This means that if you are an Eligible Shareholder, you
will have the option, but not the obligation, to subscribe for 1 New Share for every
1.5 Existing Shares you hold at 5.00pm on the Record Date (20 November 2018).
The Rights Offer will be followed by a Shortfall Bookbuild, which is explained below.
The Rights Offer and the Shortfall Bookbuild together make up the “Offer”.
Seeka is aiming to raise up to approximately $50 million under the Offer.
Why is Seeka making the Offer?Seeka will use proceeds of the Offer (following payment of Offer costs) to strengthen
its balance sheet, repay bank debt and undertake planned capital expenditure.
Is the Offer underwritten?The Offer is fully underwritten by First NZ Capital Group Limited.
Am I eligible to participate in
the Rights Offer?
You will be able to participate in the Rights Offer if you are an Eligible Shareholder.
You are an Eligible Shareholder if, as at 5.00pm on the Record Date, you are recorded
on Seeka’s share register as a holder of Existing Shares and:
(a) your address is shown in Seeka’s share register as being in New Zealand; or
(b) your address is shown in Seeka’s share register as being in Australia, Hong Kong,
Singapore, or Japan provided you are an Institutional Investor,
and you are not in the United States and you are not acting for the account or benefit
of a person in the United States.
How much will I pay for New
Shares under the Rights Offer?
The Issue Price under the Rights Offer is $4.25 per New Share.
How do I take up my Rights?Applications can be made online at www.seekashareoffer.com from 21 November
2018 or by completing the Entitlement and Acceptance Form and returning it to
the Registrar together with payment. Please allow adequate time for mail deliveries.
Applications received after 5.00pm (New Zealand Time) on the Closing Date
may not be accepted.
By completing and returning an online application or Entitlement and Acceptance
Form and applying for New Shares, you agree to accept the New Shares:
– subject to the terms set out in Seeka’s constitution; and
– on the terms and conditions set out in this Offer Document and the Entitlement
and Acceptance Form.
continues on page 11

11SEEKA LIMITED | OFFER DOCUMENT
QuestionResponse
Continuation:
How do I take up my Rights?
Your application for New Shares is irrevocable and cannot be withdrawn. No receipt
or confirmation of payment or receipt of online applications or Entitlement and
Acceptance Forms will be provided to you.
What is the Shortfall Bookbuild?This is a separate process that takes place after the Rights Offer that deals with any
Rights that are not taken up by the Closing Date (including those Rights attributable
to Ineligible Shareholders). Any Rights not taken up will be sold under this process
which will be conducted by the Lead Manager.
The Shortfall Bookbuild is expected to be completed by 12 December 2018.
Am I eligible to participate in the
Shortfall Bookbuild?
Eligible Shareholders who have taken up all of their Rights have the opportunity to
participate in the Shortfall Bookbuild, alongside Institutional Investors, and apply for
additional New Shares over and above their entitlement to New Shares under the
Rights Offer.
How do I participate in the Shortfall
Bookbuild?
To participate in the Shortfall Bookbuild you must:
(a) take up your Rights in full (Part A of the Entitlement and Acceptance Form);
and
(b) apply for New Shares under the Shortfall Bookbuild by specifying the dollar
value of New Shares that you wish to apply for (Part B of the Entitlement and
Acceptance Form).
If you do not take up all of your Rights, then you will not be eligible to participate in
the Shortfall Bookbuild and your application for any additional New Shares under the
Shortfall Bookbuild will be disregarded.
Applications can be made online at www.seekashareoffer.com from 21 November
2018 or by completing the Entitlement and Acceptance Form and returning it to the
Registrar together with payment.
Payment must be made for both the New Shares subscribed for under the Rights
Offer and the New Zealand dollar amount of New Shares that you are applying
for under the Shortfall Bookbuild.
The price for New Shares under the Shortfall Bookbuild will be the Bookbuild Price
set during the Shortfall Bookbuild.
How many New Shares will
I receive under the Shortfall
Bookbuild?
The number of New Shares you will receive under the Shortfall Bookbuild will depend
on the allocation made to you. Allocations and any necessary scaling of applications
for New Shares under the Shortfall Bookbuild will be determined by Seeka in its
discretion in consultation with the Lead Manager.

12OFFER DOCUMENT | SEEKA LIMITED
QuestionResponse
How will the Bookbuild Price
be set?
The Bookbuild Price will be determined by Seeka and the Lead Manager, but will
be no less than the Application Price of $4.25 per New Share and no greater than
the close price prior to the day of the Shortfall Bookbuild. Seeka will announce
the Bookbuild Price to NZX upon completion of the Shortfall Bookbuild, which is
expected to be completed by 12 December 2018.
How much will I pay for New Shares
under the Shortfall Bookbuild?
You will pay the Bookbuild Price for any additional New Shares that you are allocated
under the Shortfall Bookbuild.
How do I sell my Rights?Eligible Shareholders may sell some or all of their Rights by completing the relevant
section of their Entitlement and Acceptance Form and ensuring the purchaser
returns it to the Registrar together with payment.
However, the Rights will not be quoted on the NZX Main Board and there will be no
licensed market on which Shareholders may sell their Rights. Accordingly, there may
be no market for the Rights and it may be difficult to find a purchaser for any Rights.
If you do nothing with some or all of your Rights you may still receive value for those
Rights if a Premium is payable under the Shortfall Bookbuild.
How do I pay for my New Shares?You are able to pay for your New Shares by way of cheque or direct debit.
If you are applying for additional New Shares in the Shortfall Bookbuild, you will be
required to make full payment at the time of application. If any scaling is applied to
the application, a refund (without interest) of any extra Application Monies will be
processed within five Business Days of the allotment of the New Shares.
More detail on payment options are included in the Entitlement and Acceptance
Form.
Who do I contact with any
questions?
If you have any queries about the number of Rights shown on your Entitlement and
Acceptance Form, or how to complete your Entitlement and Acceptance Form,
please contact the Registrar (see the Directory).
If you are in doubt as to any aspect of this Offer Document or the Offer, you should
consult your financial or other professional adviser, or an NZX Primary Market
Participant.

13SEEKA LIMITED | OFFER DOCUMENT
Offer
The maximum number of New Shares being offered under
the Offer is 11,726,988 (subject to rounding). The maximum
amount to be raised under the Offer is approximately
$50 million. The Offer comprises the Rights Offer and the
Shortfall Bookbuild.
Rights Offer
The Rights Offer is a pro rata offer of New Shares. Eligible
Shareholders are entitled to subscribe for 1 New Share for
every 1.5 Existing Shares held at 5.00pm on the Record Date,
at the Application Price of $4.25 per New Share (payable
in full on application). You are not required to pay for the
Rights, only for the New Shares which will be issued to you if
you choose to take up all or some of your Rights.
The Rights will not be quoted on the NZX Main Board. If
you are an Eligible Shareholder you may take up all or some
of your Rights, transfer all or some of your Rights, or do
nothing with all or some of your Rights. If you are an Eligible
Shareholder and you do not take up all of your Rights, or you
transfer some or all of your Rights, your current shareholding
will be diluted as a result of the issue of New Shares under
the Offer.
If you take up your Rights in full, you may also apply for
additional New Shares, by specifying a New Zealand dollar
amount of New Shares for which you wish to apply in your
Entitlement and Acceptance Form.
The Rights Offer opens for receipt of acceptances on
21 November 2018 and closes at 5.00pm on 7 December
2018 (subject to Seeka’s right to modify these dates). The
timetable for the Rights Offer is set out in Section 2.
Eligibility
The Rights Offer is only open to Eligible Shareholders and
persons that Seeka is satisfied can otherwise participate in
the Rights Offer in compliance with all applicable laws. You
are an Eligible Shareholder if you are recorded on Seeka’s
register as a Shareholder at 5.00pm on the Record Date
with:
– a registered address in New Zealand; or
– a registered address in Australia, Hong Kong, Singapore
and Japan, provided you are an Institutional Investor,
SECTION 4
DETAILS OF THE OFFER
and you are not in the United States and are not acting for
the account or benefit of a person in the United States.
Seeka considers that the legal requirements of jurisdictions
other than New Zealand, Australia, Hong Kong, Singapore,
and Japan are such that it would be unduly onerous for
Seeka to make the Rights Offer in those jurisdictions. This
decision was made having regard to the small number of
Shareholders in such overseas jurisdictions and the costs of
complying with overseas legal requirements.
This Offer Document is not to be sent or given to any person
outside New Zealand in circumstances in which the Offer
or distribution of this Offer Document would be unlawful.
The distribution of this Offer Document (including an
electronic copy) outside New Zealand may be restricted by
law. If you come into possession of this Offer Document,
you should observe any such restrictions and seek your own
advice on such restrictions. Any failure to comply with such
restrictions may contravene applicable securities law. Seeka
disclaims all liability to such persons.
Seeka reserves the right to determine whether you or any
other Shareholder is eligible to participate in the Rights
Offer, and to reject any application that it considers has been
made by an Ineligible Shareholder.
If you are an Ineligible Shareholder, your Rights (being the
number of New Shares to which you would have been
entitled to subscribe for if you were an Eligible Shareholder)
will be Unexercised Rights and the New Shares attributable
to those Unexercised Rights will be offered in the Shortfall
Bookbuild. If the Bookbuild Price exceeds the Application
Price, the excess (called the Premium) will be paid to you
in the same manner as the holders of the other Unexercised
Rights in proportion to your holding of Unexercised Rights.
If you are an Eligible Shareholder and you take up your
Rights in full, you may also apply for additional New Shares
under the Shortfall Bookbuild by specifying in Section B
of your Entitlement and Acceptance Form a New Zealand
dollar amount of New Shares that you wish to apply for
under the Shortfall Bookbuild.
Australia
This document and the offer of New Shares are only
made available in Australia to persons to whom an
offer of securities can be made without disclosure in

14OFFER DOCUMENT | SEEKA LIMITED
accordance with applicable exemptions in sections 708(8)
(sophisticated investors) or 708(11) (professional investors)
of the Australian Corporations Act 2001 (the “Australian
Corporations Act”). This document is not a prospectus,
product disclosure statement or any other formal “disclosure
document” for the purposes of Australian law and is not
required to, and does not, contain all the information
which would be required in a “disclosure document” under
Australian law. This document has not been and will not
be lodged or registered with the Australian Securities &
Investments Commission or the Australian Securities
Exchange and Seeka is not subject to the continuous
disclosure requirements that apply in Australia.
Prospective investors should not construe anything in this
document as legal, business or tax advice nor as financial
product advice for the purposes of Chapter 7 of the
Australian Corporations Act. Investors in Australia should
be aware that the offer of New Shares for resale in Australia
within 12 months of their issue may, under section 707(3)
of the Australian Corporations Act, require disclosure to
investors under Part 6D.2 if none of the exemptions in
section 708 of the Australian Corporations Act apply to the
re-sale.
Hong Kong
This document has not been, and will not be, registered
as a prospectus under the Companies (Winding Up
and Miscellaneous Provisions) Ordinance (Cap. 32) of
Hong Kong, nor has it been authorised by the Securities
and Futures Commission in Hong Kong pursuant to the
Securities and Futures Ordinance (Cap. 571) of the Laws of
Hong Kong (the “SFO”). No action has been taken in Hong
Kong to authorise or register this document or to permit
the distribution of this document or any documents issued
in connection with it. Accordingly, the Rights and the New
Shares have not been and will not be offered or sold in Hong
Kong other than to “professional investors” (as defined in
the SFO and any rules made under that ordinance).
No advertisement, invitation or document relating to the
Rights and the New Shares has been or will be issued, or
has been or will be in the possession of any person for the
purpose of issue, in Hong Kong or elsewhere that is directed
at, or the contents of which are likely to be accessed or read
by, the public of Hong Kong (except if permitted to do so
under the securities laws of Hong Kong) other than with
respect to Rights and New Shares that are or are intended
to be disposed of only to persons outside Hong Kong or
only to professional investors. No person allotted Rights
or New Shares may sell, or offer to sell, such securities in
circumstances that amount to an offer to the public in Hong
Kong within six months following the date of issue of such
securities.
The contents of this document have not been reviewed by
any Hong Kong regulatory authority. You are advised to
exercise caution in relation to the Offer. If you are in doubt
about any contents of this document, you should obtain
independent professional advice.
Singapore
This document and any other materials relating to the
Rights and the New Shares have not been, and will not
be, lodged or registered as a prospectus in Singapore
with the Monetary Authority of Singapore. Accordingly,
this document and any other document or materials
in connection with the offer or sale, or invitation for
subscription or purchase, of Rights and New Shares, may not
be issued, circulated or distributed, nor may the Rights and
New Shares be offered or sold, or be made the subject of an
invitation for subscription or purchase, whether directly or
indirectly, to persons in Singapore except pursuant to and
in accordance with exemptions in Subdivision (4) Division
1, Part XIII of the Securities and Futures Act, Chapter 289
of Singapore (the “SFA”), or as otherwise pursuant to, and
in accordance with the conditions of, any other applicable
provisions of the SFA.
This document has been given to you on the basis that you
are (i) an existing holder of Shares, (ii) an “institutional
investor” (as defined in the SFA) or (iii) an “accredited
investor” (as defined in the SFA). In the event that you are
not an investor falling within any of these categories, please
return this document immediately. You may not forward or
circulate this document to any other person in Singapore.
Any offer is not made to you with a view to the Rights or the
New Shares being subsequently offered for sale to any other
party. There are on-sale restrictions in Singapore that may
be applicable to investors who acquire Rights or New Shares.
As such, investors are advised to acquaint themselves with
the SFA provisions relating to resale restrictions in Singapore
and comply accordingly.

15SEEKA LIMITED | OFFER DOCUMENT
Japan
The Rights and the New Shares have not been and will not
be registered under Article 4, paragraph 1 of the Financial
Instruments and Exchange Law of Japan (Law No. 25 of
1948), as amended (the “FIEL”) pursuant to an exemption
from the registration requirements applicable to a private
placement of securities to Qualified Institutional Investors
(as defined in and in accordance with Article 2, paragraph
3 of the FIEL and the regulations promulgated thereunder).
Accordingly, the Rights and the New Shares may not be
offered or sold, directly or indirectly, in Japan or to, or for
the benefit of, any resident of Japan other than Qualified
Institutional Investors. Any Qualified Institutional Investor
who acquires Rights or New Shares may not resell them
to any person in Japan that is not a Qualified Institutional
Investor, and acquisition by any such person of Rights
or New Shares is conditional upon the execution of an
agreement to that effect.
Entitlement
The number of Rights (and therefore New Shares) to which
you are entitled under the Rights Offer is recorded on
the personalised Entitlement and Acceptance Form that
accompanies this Offer Document. Entitlements are not
scaled up to a minimum holding. Entitlements to fractions
of New Shares will be rounded down to the nearest whole
number.
You are not obliged to subscribe for any or all of the New
Shares to which you are entitled under the Rights Offer.
Applications
Instructions on how to apply under the Rights Offer are set
out in the Entitlement and Acceptance Form. Applications
must be made online at www.seekashareoffer.com or on
the Entitlement and Acceptance Form.
Applications made on the Entitlement and Acceptance
Form, together with Application Monies for all of the
New Shares you have applied for, must be delivered (by
mail, personal delivery or courier) in accordance with the
instructions set out in the Entitlement and Acceptance Form.
Shareholders paying by direct debit can scan and email or
fax their completed Entitlement and Acceptance Form to the
Registrar. Your application may also be lodged with any NZX
Primary Market Participant, but you must ensure that you
deliver your completed Entitlement and Acceptance Form in
time to enable it to be forwarded to the Registrar before the
Closing Date.
Seeka may choose to accept late applications, but has no
obligation to do so. Seeka may accept or reject any online
application or Entitlement and Acceptance Form which it
considers is not completed correctly or if the accompanying
payment is for the wrong amount, and may correct any
errors or omissions on any online application or Entitlement
and Acceptance Form. Applicants will not however be
treated as having offered to purchase a greater number of
New Shares other than the number for which payment is
made.
If Seeka receives, on or before the Closing Date, a
renunciation and an acceptance in respect of the same
Right(s), the renunciation shall be given effect in priority to
the acceptance.
Withdrawal of Rights Offer
Seeka reserves the right to withdraw the Rights Offer at
any time before the allotment of New Shares, in which case
all Application Monies will be refunded (without interest)
by direct credit or cheque within five Business Days of
the Rights Offer being withdrawn. If the Rights Offer is
withdrawn before the allotment of New Shares all Rights will
lapse.
Shortfall Bookbuild
New Shares attributable to Unexercised Rights will be
offered to Eligible Shareholders who take up their Rights in
full and Institutional Investors, under the Shortfall Bookbuild.
If you do not take up your Rights under the Rights Offer, or
are not able to because you are an Ineligible Shareholder, the
New Shares attributable to your Unexercised Rights will be
offered for sale in the Shortfall Bookbuild.
The Lead Manager will manage the Shortfall Bookbuild on
behalf of Seeka. The Shortfall Bookbuild is expected to be
completed by 12 December 2018.
Eligibility
The Shortfall Bookbuild is only open to you if you are:

16OFFER DOCUMENT | SEEKA LIMITED
– an Eligible Shareholder that has taken up all of your Rights;
or
– an Institutional Investor.
If you are an Eligible Shareholder (other than an Institutional
Investor) and you do not take up all of your Rights, then you
will not be eligible to participate in the Shortfall Bookbuild
and your application for any additional New Shares under
the Shortfall Bookbuild will be disregarded.
Bookbuild Process
Eligible Shareholders that take up all of their Rights can
apply for additional New Shares by specifying and paying
the New Zealand dollar amount of New Shares for which
they wish to apply at the time they complete and return the
Entitlement and Acceptance Form to exercise their Rights.
The price at which the additional New Shares will be issued
under the Shortfall Bookbuild is the Bookbuild Price, to be set
as described below.
All Eligible Shareholders that wish to apply for New Shares
as part of the Shortfall Bookbuild must do so in New Zealand
dollars.
Institutional Investors participating in the Shortfall Bookbuild
will bid for the New Shares attributable to the Unexercised
Rights. The minimum bid that they may submit for a New
Share under the Shortfall Bookbuild is the Application Price
of $4.25 per New Share and this amount is payable to
Seeka. If the Bookbuild Price exceeds the Application Price,
the excess (called the Premium) will be paid to the holders
of the relevant Unexercised Rights in proportion to their
respective holdings of Unexercised Rights.
The Bookbuild Price will be determined by the Board and the
Lead Manager. The Bookbuild Price will be:
– no less than the Application Price; and
– no more than the closing price on the NZX Main Board for
an Existing Share as at the close of trading on the day prior
to the Shortfall Bookbuild (unless the closing price is less
than the Application Price, in which case the Bookbuild
Price will be the Application Price).
Seeka will announce the Bookbuild Price to NZX upon
completion of the Shortfall Bookbuild, which is expected to
be completed by 12 December 2018.
The proceeds from each New Share issued under the
Shortfall Bookbuild (if any) will be paid by the Registrar as
follows:
– $4.25 to Seeka; and
– the Premium (if any) to the holders of the Unexercised
Rights in proportion to their holdings of Unexercised
Rights.
Example
This example assumes that there is demand for all of the
New Shares available under the Shortfall Bookbuild, that the
Bookbuild Price exceeds the Application Price and that the
closing price on the NZX Main Board for an Existing Share on
the day prior to the Shortfall Bookbuild is not less than $4.50.
Per Share
Application Price $4.25
Bookbuild Price $4.50
Premium $0.25
In this example, a Shareholder who holds 10,000 Existing
Shares at 5.00pm on the Record Date and is either an
Ineligible Shareholder or is an Eligible Shareholder who
chooses not to take up or sell their Rights will have 6,666
Unexercised Rights. That Shareholder would receive
$1,666.50 in aggregate for their Unexercised Rights in the
Shortfall Bookbuild, being the Premium of $0.25 multiplied
by the number of Unexercised Rights held by him or her.
The above is an example only. There is no guarantee that the
Bookbuild Price will exceed the Application Price.
If the Bookbuild Price is equal to the Application Price there
will be no Premium payable to the holders of Unexercised
Rights.
If the Shortfall Bookbuild does not clear the New Shares,
the Underwriter will subscribe for any of those New Shares
remaining after the Shortfall Bookbuild at the Application
Price.
Bookbuild Allocation Policy
Allocations and any necessary scaling of applications for
New Shares under the Shortfall Bookbuild will be determined
by Seeka in its discretion in consultation with the Lead

17SEEKA LIMITED | OFFER DOCUMENT
Manager. There is no guarantee that Eligible Shareholders
will receive any or all the additional New Shares for which
they apply under the Shortfall Bookbuild.
Once the Bookbuild Price has been determined, the
Application Monies in respect of any applications for
New Shares through the Shortfall Bookbuild by Eligible
Shareholders will be divided by the Bookbuild Price to
calculate the number of New Shares that those Eligible
Shareholders have applied for (subject to scaling),
rounded down to the nearest whole number. Any refunds
of Application Monies due to scaling of applications
or applications not being accepted under the Shortfall
Bookbuild will be made within five business days (as defined
in the Listing Rules) of allotment of New Shares (without
interest). Excess Application Monies equal to or less than
$2.00 will be for the benefit of, and be the property of, Seeka
and will be retained by Seeka.
Applications
If you are an Eligible Shareholder and you take up all your
Rights, you can apply for New Shares under the Shortfall
Bookbuild by specifying in your application the dollar
amount of New Shares you wish to apply for under the
Shortfall Bookbuild. Applications can be made online at
www.seekashareoffer.com from 21 November 2018 or by
completing Section B of the Entitlement and Acceptance
Form and returning it to the Registrar together with the
Application Monies for all the New Shares you have applied
for under the Offer. Payment must be made for your Rights
and the New Zealand dollar amount of the New Shares that
you are applying for under the Shortfall Bookbuild.
All other Institutional Investors who wish to participate in
the Shortfall Bookbuild should contact the Lead Manager.
Payment to Holders
The Premium (if any) on any New Shares issued under the
Shortfall Bookbuild will be paid by the Registrar in New
Zealand dollars to holders of Unexercised Rights as follows:
– in accordance with the direct credit payment instructions
provided by the Shareholder to Seeka for the purposes of
Seeka dividends; and
– otherwise, by cheque sent by ordinary post to their
address as recorded in Seeka’s share register.
No interest will be paid in respect of any Premium payable.
Payment (if any) is expected to be made by 17 December
2018.
Cancellation of Shortfall Bookbuild
Seeka reserves the right to cancel the Shortfall Bookbuild
at any time prior to allotment of New Shares under the
Shortfall Bookbuild.
New Zealand Tax Treatment of Premium
The following is a summary of New Zealand tax implications
in relation to the Premium which may be payable under
the Shortfall Bookbuild. This summary is general
information only, is not tax advice to any person and is
limited to the Shortfall Bookbuild and not the taxation
implications of holding Existing Shares or New Shares,
or any tax implications for Shareholders outside New
Zealand.
Any Premium payable to Shareholders in respect of
Unexercised Rights will not be a dividend for New Zealand
tax purposes. Therefore, any such Premium will generally
not be taxable to Shareholders. However, the Premium
may be taxable if a Shareholder holds its Existing Shares
on revenue account. A Shareholder will hold Existing Shares
on revenue account if the Shareholder acquired those
Shares for the purposes of selling them or if the Shareholder
is in the business of dealing in shares. As Shareholders’
individual circumstances will differ, Shareholders should
consult a tax adviser on the taxation treatment of any
Premium.
Important Information
The ability to sell New Shares in the Shortfall Bookbuild
and the price obtained for them are dependent on various
factors, including market conditions. There is no guarantee
that the price obtained for the New Shares in the Shortfall
Bookbuild will be greater than the Application Price, or that
the holders of Unexercised Rights will receive any value for
those Unexercised Rights.
The Lead Manager, Underwriter and Seeka and their
respective agents and affiliates will not be liable to any
person for any failure to sell New Shares or to procure a
Premium under the Shortfall Bookbuild.

18OFFER DOCUMENT | SEEKA LIMITED
Other Terms of the Offer
Allotment and Ranking of New Shares
New Shares are expected to be allotted under the Offer on
14 December 2018. Holding statements for the New Shares
will be issued and mailed in accordance with the Listing
Rules, and are expected to be mailed by no later than
19 December 2018.
The New Shares will, from the date they are issued, be fully
paid and rank equally with all Existing Shares on issue. Each
Share entitles the Shareholder to:
– one vote on a poll at a meeting of Shareholders;
– participate on a pro rata basis in any dividends declared
by Seeka;
– participate on a pro rata basis in any distribution on the
liquidation of Seeka;
– be sent reports, notices of meeting and other information
sent to Shareholders; and
– any other rights as a Shareholder conferred by Seeka’s
constitution and the Companies Act 1993.
Dividend Policy
Seeka’s dividend policy is to declare dividends at a rate of
up to 75% of net profit after tax in conjunction with the
release of Seeka’s half year and full year results. Payment of
dividends is proposed to be in March and September each
year.
Each dividend will be determined by the Board after due
consideration of the capital requirements, operating
performance, financial position, debt levels, and cash flows
of the Group at the time.
The Board reserves the right to amend the dividend policy at
any time.
NZX Main Board Quotation
Rights will not be quoted on the NZX Main Board.
It is a term of the Offer that Seeka will take any necessary
steps to ensure that the New Shares are, immediately after
their issue, quoted on the NZX Main Board. The New Shares
have been accepted for quotation by NZX and will be quoted
on the NZX Main Board upon completion of allotment
procedures under the ticker code “SEK”.
NZX Main Board is a licensed market operated by NZX,
a licensed market operator, regulated under the Financial
Markets Conduct Act 2013.
NZX accepts no responsibility for any statements in this
Offer Document.
Application Monies and Refunds
All Application Monies will be held in a trust account by
the Registrar until the corresponding New Shares are
allotted or the Application Monies are refunded. Interest
earned on the Application Monies will be retained by Seeka
whether or not the allotment and issue of New Shares
takes place under the Offer. Any refunds of Application
Monies will be made by direct credit or cheque. Direct
credit payments will be made, and cheques sent, within
five Business Days of allotment of the New Shares, or if a
decision is made not to proceed with the Offers, within
five Business Days of that decision. Excess Application
Monies equal to or less than $2.00 will be for the benefit
of, and be the property of, Seeka and will be retained by
Seeka.
Effect of the Offer on the Capital Structure of Seeka
Seeka presently has 17,590,482 Shares on issue.
Based on the number of Existing Shares on issue, if all Rights
are taken up under the Rights Offer, sold under the Shortfall
Bookbuild process, or taken up by the Underwriter Seeka
will issue 11,726,988 New Shares (subject to rounding). This
represents 66.67% of the total number of Shares presently
on issue. The number of Shares on issue after the Offer will
increase to 29,317,470 Shares (subject to rounding).
Oversubscriptions
There is no oversubscription facility available. If you wish
to acquire more New Shares than your entitlement to
New Shares under the Rights Offer, you should apply for
additional New Shares through the Shortfall Bookbuild by
completing Section B of your Entitlement and Acceptance
Form and paying the Application Monies for those additional
New Shares.

19SEEKA LIMITED | OFFER DOCUMENT
Underwriting Agreement
The Underwriter has fully underwritten the Offer. This
means that the Underwriter will, in accordance with the
Underwriting Agreement, subscribe at the Application Price
for that number of New Shares which are not taken up under
the Offer.
A summary of the principal terms of the Underwriting
Agreement is as follows:
– The Underwriter and the Lead Manager will be paid an
underwriting fee of 1.00% of the underwritten amount
and a lead manager fee of 1.75% of the total gross
proceeds to be raised under the Offer.
– The Underwriter may terminate its obligations under
the Underwriting Agreement on the occurrence of
a number of events which are usual for an offer of this
nature.
– Seeka has agreed to indemnify the Underwriter
in connection with the underwrite against certain
losses.
– Seeka is restricted from offering further Shares or
securities (subject to usual exclusions) for six months
after the date of allotment of New Shares under the
Rights Offer and the Shortfall Bookbuild, or otherwise
entering into any agreement whereby any person
may be entitled to the allotment and issue of any Shares
or other equity securities by Seeka, or making any
announcement of an intention to do any of the foregoing,
other than pursuant to the Offer, a new grower share
scheme, the existing Seeka dividend reinvestment
plan or the existing Seeka employee share scheme.
Seeka’s Discretion to refuse Applications
Seeka reserves the right to refuse any application for New
Shares, or issue to you fewer New Shares than were applied
for by you, including if Seeka considers the issue of New
Shares to you under the Offer may result in a breach of law
by Seeka, by you or by any other person, or where it may
cause Seeka to be an “overseas person” for the purposes
of the Overseas Investment Act 2005. Seeka also reserves
the right to determine who may participate in the Shortfall
Bookbuild in consultation with the Lead Manager and
may decline applications for New Shares by any Eligible
Shareholder or Institutional Investor under the Shortfall
Bookbuild.
Brokerage and Stamping Fees
You will not pay any brokerage if you apply for New Shares
under the Offer.
A stamping fee of 0.5% subject to a maximum fee of $200
will be paid on successful applications. The aggregate fee
payable on all successful applications will be limited to
$10,000. This fee will be met by the Underwriter. In the
event that total stamping fees payable exceeds NZ$10,000,
the stamping fee payable per successful application will be
scaled back on a pro rata basis. Details of the claims process
are to be separately communicated to NZX Primary Market
Participants by the Underwriter.
The sale of the New Shares may be subject to normal
brokerage fees.
No Minimum Amount
There is no minimum amount that must be raised for the
Offer to proceed.

20OFFER DOCUMENT | SEEKA LIMITED
SECTION 5
GLOSSARY
Application MoniesMoney payable to Seeka by Eligible Shareholders who apply for New Shares under
the Offer
Application Price$4.25 per New Share
BoardThe board of Directors of Seeka
Bookbuild PriceThe price per New Share determined by Seeka in consultation with the Lead
Manager through the Shortfall Bookbuild process based on bids received from
Institutional Investors
Business DayA day on which the NZX Main Board is open for trading
Closing Date7 December 2018 (5.00pm)
Eligible ShareholdersA person who was recorded on Seeka’s share register as a Shareholder at 5.00pm
on the Record Date and:
– whose address is shown in Seeka’s share register as being in New Zealand; or
– whose address is shown in Seeka’s share register as being in Australia, Hong Kong,
Singapore and Japan, provided the person is an Institutional Investor,
and who is not in the United States and who is not acting for the account or benefit
of a person in the United States
Entitlement and Acceptance FormThe personalised entitlement and acceptance form enclosed with this Offer
Document for an Eligible Shareholder
Existing ShareA Share on issue at 5.00pm on the Record Date
GroupSeeka and its subsidiaries
Ineligible ShareholdersA Shareholder at 5.00pm on the Record Date who is neither an Eligible Shareholder
nor a person that Seeka is satisfied can otherwise participate in the Rights Offer in
compliance with all applicable laws

21SEEKA LIMITED | OFFER DOCUMENT
Institutional InvestorA person:
– in New Zealand, who Seeka considers is an institutional, habitual or sophisticated
investor and to whom an offer of financial products can be made without
disclosure under Part 3 of the Financial Markets Conduct Act 2013;
– in Australia, who Seeka considers is a person to whom an offer of shares for issue
may lawfully be made without disclosure under part 6D.2 of the Corporations Act
2001 (Australia) because of sections 708(8) (sophisticated investors) or 708(11)
(professional investors) of the Corporations Act 2001 (Australia);
– in Hong Kong, who Seeka considers is a professional investor as defined in the
Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong;
– in Singapore, who Seeka considers is an “institutional investor” or an “accredited
investor” as defined in Subdivision (4) Division 1, Part XIII of the Securities and
Futures Act, Chapter 289 of Singapore;
– in Japan, who Seeka considers is a person that is a “qualified institutional investor”
(as defined under the Financial Instruments and Exchange Law of Japan (Law
No. 25 of 1948)); or
– any other person to whom Seeka is satisfied that the Offer may be made under all
applicable laws without the need for any registration, lodgement or other formality
(other than a formality with which Seeka is willing to comply),
and who is not in the United States and who is not acting for the account or benefit
of a person in the United States
Lead ManagerFirst NZ Capital Securities Limited
Listing RulesThe listing rules of the NZX Main Board as amended from time to time, read subject
to any applicable rulings or waivers
New ShareA Share to be issued under the Offer
NZXNZX Limited
NZX Main BoardThe main board equity security market operated by NZX
NZX Primary Market ParticipantAny person designated as a “Primary Market Participant” by NZX
OfferThe Rights Offer and the offer made under the Shortfall Bookbuild

22OFFER DOCUMENT | SEEKA LIMITED
Offer DocumentThis offer document, dated 12 November 2018
PremiumThe amount (if any) by which the Bookbuild Price exceeds the Application Price
Record Date20 November 2018
RegistrarLink Market Services Limited
RightA renounceable right to subscribe for 1 New Share for every 1.5 Existing Shares
held at 5.00pm on the Record Date, under the Offer
Rights OfferThe 1 for 1.5 pro rata rights offer of New Shares detailed in this Offer Document
SeekaSeeka Limited (NZX:SEK)
ShareAn ordinary share in Seeka
ShareholderA registered holder of Shares
Shortfall BookbuildThe bookbuild process for New Shares attributable to Unexercised Rights,
as described in Section 4
UnderwriterFirst NZ Capital Group Limited
Underwriting AgreementThe Underwriting Agreement between Seeka and the Underwriter dated
12 November 2018, a summary of which is set out in Section 4
Unexercised RightsRights not taken up by the Closing Date, including those of Ineligible Shareholders

23SEEKA LIMITED | OFFER DOCUMENT
DIRECTORY
IssuerSeeka Limited
34 Young Road
Paengaroa
Te Puke, 3189
New Zealand
Website: www.seeka.co.nz
Telephone: +64 (0)7 573 0303
Facsimile: +64 (0)7 573 9831
DirectorsFred Hutchings (Independent Chairman)
Cecilia Tarrant (Independent Director)
Ashley Waugh (Independent Director)
Martyn Brick (Director)
John Burke (Director)
Peter (Ratahi) Cross (Director)
Amiel Diaz (Director)
RegistrarLink Market Services Limited
Level 11, Deloitte Centre
80 Queen Street
Auckland 1010
Email: enquiries@linkmarketservices.co.nz
Telephone: +64 (0)9 375 5998
Facsimile: +64 (0)9 375 5990
Legal AdvisersHarmos Horton Lusk Limited
Level 33, Vero Centre
48 Shortland Street
Auckland 1010
New Zealand
Telephone: +64 (0)9 921 4300
Lead Manager and UnderwriterFirst NZ Capital Securities Limited (as Lead Manager)
First NZ Capital Group Limited (as Underwriter)
Level 39, ANZ Centre
23-29 Albert Street
Auckland 1010
New Zealand
Telephone: +64 (0)9 302 5500

seeka.co.nz

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101226.39 - 867602-4
12 November 2018
NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington
NOTICE PURSUANT TO CLAUSE 20(1)(a) OF SCHEDULE 8 TO THE FINANCIAL MARKETS CONDUCT
REGULATIONS 2014: RIGHTS OFFER
1.Seeka Limited (NZX:SEK) (“Seeka”) has announced that it will undertake a pro-rata 1 for
1.5 renounceable rights offer to raise approximately $50 million at $4.25 per share (“Rights
Offer”). The Rights Offer is an offer of fully paid ordinary shares of the same class as
already quoted on the NZX Main Board operated by NZX Limited. Any shares not taken up
under the Rights Offer will be offered through a shortfall bookbuild to be run by First NZ
Capital Securities Limited as Lead Manager ( “Shortfall Bookbuild Offer”). The Rights
Offer and the Shortfall Bookbuild Offer are fully underwritten by First NZ Capital Group
Limited.
2.Pursuant to clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct Regulations
2014 (“FMC Regulations”), and clause 19 of Schedule 1 to the Financial Markets Conduct
Act 2013 (“FMCA”), Seeka states that:
(a)Seeka is making the Rights Offer in reliance on the exclusion in clause 19 of Schedule 1
to the FMCA and provides this notice under clause 20(1)(a) of Schedule 8 to the FMC
Regulations.
(b)As at the date of this notice, Seeka is in compliance with the “continuous disclosure
obligations” (as defined in section 6 of the FMCA) that apply to it in relation to
ordinary shares in Seeka and there is no information that is “excluded information”
(as defined in clause 20(5) of Schedule 8 to the FMC Regulations).
(c)As at the date of this notice, Seeka is in compliance with its “financial reporting
obligations” (as defined in clause 20(5) of Schedule 8 to the FMC Regulations).
3.The Rights Offer is not expected to have any material effect or consequence on the control of
Seeka.
Yours faithfully
Seeka Limited


Michael Franks
Chief Executive Officer

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APPENDIX 7 – NZSX Listing Rules
Number of pages including this one
(Please provide any other relevant
NZSX Listing Rule 7.12.2. For rights, NZSX Listing Rules 7.10.9 and 7.10.10. details on additional pages)
For change to allotment, NZSX Listing Rule 7.12.1, a separate advice is required.
Full name
of Issuer
Name of officer authorised to
Authority for event,
make this notice
e.g. Directors' resolution
Contact phone
Contact fax
numbernumber
Date
Nature of event
BonusIf ticked,
Rights Issue
Tick as appropriate
Issue
state whether:Taxable
/ Non TaxableConversionInterestRenouncable
x
Rights IssueCapitalCallDividend
If ticked, stateFull
non-renouncable
change
whether:
InterimYearSpecialDRP Applies
EXISTING securities affected by this
If more than one security is affected by the event, use a separate form.
Description of theISIN
class of securities
If unknown, contact NZX
Details of securities issued pursuant to this eventIf more than one class of security is to be issued, use a separate form for each class.
Description of theISIN
class of securities
If unknown, contact NZX
Number of Securities toMinimum
Ratio, e.g
be issued following eventEntitlement
1 for 2 for
Conversion, Maturity, Call
Treatment of Fractions
Payable or Exercise Date
Tick if
provide an
pari passu
ORexplanation
Strike price per security for any issue in lieu or date
of the
Strike Price available.
ranking
Monies Associated with Event
Dividend payable, Call payable, Exercise price, Conversion price, Redemption price, Application money.
Source of
Amount per security
Payment
(does not include any excluded income)
Excluded income per security
(only applicable to listed PIEs)
Supplementary
Amount per security
Currencydividendin dollars and cents
details -
NZSX Listing Rule 7.12.7
Total monies
TaxationAmount per Security in Dollars and cents to six decimal places
In the case of a taxable bonusResident
Imputation Credits
issue state strike priceWithholding Tax(Give details)
Foreign
FDP Credits
Withholding Tax(Give details)
Timing
(Refer Appendix 8 in the NZSX Listing Rules)
Record Date 5pmApplication Date
For calculation of entitlements -Also, Call Payable, Dividend /
Interest Payable, Exercise Date,
Conversion Date. In the case
of applications this must be the
last business day of the week.
Notice DateAllotment Date
Entitlement letters, call notices,For the issue of new securities.
conversion notices mailedMust be within 5 business days
of application closing date.
OFFICE USE ONLY
Ex Date:
Commence Quoting Rights:Security Code:
Cease Quoting Rights 5pm:
Commence Quoting New Securities:Security Code:
Cease Quoting Old Security 5pm:
EMAIL: announce@nzx.com
Notice of event affecting securities
1
Seeka Limited
Michael FranksDirectors' resolution
021 356 51612112018
NZSEKE0001S8
Ordinary sharesNZSEKE0001S8
In dollars and cents
$4.250
Up to 11,726,988N/A11.5
Ordinary shares
N/ARounded down to nearest whole number
Enter N/A if not
applicable
x
NZD
$49,839,699
Date Payable
$$
$
5.00pm (NZT) 20 November 201821 November, 2018
14 December, 201821 November, 2018