Seeka – Notice of Special Meeting of Shareholders

Phone +64 (7) 573 0303
Fax +64 (7) 573 9831
Email info@seeka.co.nzseeka.co.nz
Seeka Limited
PO Box 47
Te Puke 3153, NZ
POSTAL
ADDRESS
VISITOR
ADDRESS
Seeka Head Office
34 Young Road
Paengaroa 3189, NZ
Letter from the Chairman
29
th
January 2019
Dear Shareholder
On 12 November 2018 your directors announced a capital raising strategy to be implemented over the course of the next
three years, including a rights offer, an issuance of shares under a new Grower Loyalty Share Scheme and an issuance of
shares under Seeka’s existing Employee Share Ownership Scheme. The rights offer is now completed and the Company is
now establishing the new Grower Loyalty Share Scheme. This scheme will reward loyal growers who supply all their fruit to
Seeka over a three-year period. This loyalty benefits all shareholders by securing fruit supply at a time when the industry
continues to invest in post-harvest capacity in anticipation of increasing volumes.
The Grower Loyalty Share Scheme involves the issue of shares, and the making of loans, and is required by the NZX Listing
Rules to be approved by shareholders. That is because the loans made to the trustee on behalf of growers constitute the
giving of financial assistance for the purpose of or in connection with the acquisition of shares, and the potential amount of
the loans exceeds the amount which under the NZX Listing Rules may be made without shareholder approval. Shareholder
approval to the issue of the shares is also sought.
This notice of meeting proposes a resolution to grant the necessary approvals. If you are a grower and intend to
participate in the grower share scheme you may not vote on this resolution. If you do vote you will be ineligible to receive
shares under the scheme. Details of the scheme are contained in the explanatory notes. I urge you to read those notes in
full. This notice of meeting also contains a formal disclosure under the Companies Act in respect of the loans to be made
under the scheme.
The meeting will be held at 3.00pm on Thursday 14 February 2019 at Seeka360, 34 Young Road, Te Puke.
The essence of the scheme is that if a grower supplies all their fruit to Seeka for a three-year period, that grower will
have the right to receive shares in Seeka based on trays supplied at the market price at the beginning of the scheme. Any
dividends paid by Seeka on those shares will reduce the loan repayable at the end of the scheme. The Grower Loyalty Share
Scheme provides a substantial incentive and rewards those growers who remain loyal to Seeka.
The incentive scheme is intended to secure and increase crop supply which will benefit Seeka’s post-harvest business
profitability. Assurances of supply also provide operational efficiencies when capacity planning. The scheme adds to
Seeka’s value proposition to existing growers and is a procurement tool in a competitive landscape.
Under the scheme the Company will issue up to 2.6m new shares at a minimum value of $4.25 per share. If all potential
shares are issued under the scheme this represents an 8.9% increase in issued capital, with a loan value of $11.05m if the
issue price is $4.25.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

2 / 7SEEKA LIMITED
The new shares will qualify for dividends paid from September 2019. These dividends will be applied in reduction of the
loan. There can of course be no assurance or certainty as to future dividends.
The board is satisfied that the scheme is in the best interests of Seeka and of all shareholders, and unanimously
recommends that shareholders vote in favour of the resolution.
We look forward to seeing you at the meeting. However if you cannot make it please complete and submit the enclosed
proxy form so that it reaches our share register, Link Market Services Limited, by 3.00pm on 12 February 2019.
For shareholders attending the meeting, please bring the enclosed proxy form to assist with your registration.
Yours sincerely
Fred Hutchings
Chairman
Seeka Limited

3 / 7SEEKA LIMITED
Notice is given that a special meeting of shareholders of Seeka Limited (“Seeka”)
will be held at Seeka360, 34 Young Road, Te Puke, on Thursday 14 February 2019
commencing at 3.00pm.
Business
To consider and if thought fit pass the following ordinary resolution.
That Seeka:
(a) issue up to 2,600,000 ordinary shares of Seeka, at the issue price described in
the explanatory notes, pursuant to the Grower Loyalty Share Scheme (“Scheme”)
described in the explanatory notes;
(b) make the loans required pursuant to the Scheme, and described under the heading “Loan” in the explanatory notes,
to fund the issue price of the shares referred to in (a).
Voting and proxies
The Chairman will, pursuant to Seeka’s constitution, call for voting on the resolution to be by way of a poll, meaning that
each Shareholder has one vote for each share held.
The resolution is an ordinary resolution, and must be passed by a simple majority of the votes of those shareholders
entitled to vote and voting on the resolution.
Any Shareholder entitled to attend and vote at the Meeting may appoint a proxy to attend and vote instead of that
Shareholder. The proxy need not be a Shareholder. You may appoint Ashley Waugh, the Chairman of the Audit Committee,
as your proxy. If you appoint Mr Waugh as your proxy and do not direct him how to vote in the proxy form, he will vote
in favour of the Resolution.
A corporation that is a Shareholder may appoint a person as its representative to attend the meeting and vote on its behalf,
in the same manner as that in which it could appoint a proxy.
A proxy form accompanies this Notice of Meeting. If you are unable to attend the Meeting in person, please complete the
Proxy Form and return it in the reply-paid envelope provided to Link Market Services, PO Box 91976, Victoria Street West,
Auckland 1142, or scan and email to meetings@linkmarketservices.co.nz (please put the words “Seeka Proxy Form” in the
subject line for easy identification) to arrive no later than 3.00pm on 12 February 2019.
Alternatively, you may lodge your proxy online. Go to https://investorcentre.linkmarketservices.co.nz/voting/SEK.
Initial information including your CSN/Holder number and FIN (authorisation code) will be required to successfully
validate your holding online before shareholding information and voting pages are displayed.
A Shareholder will be taken to have signed the Proxy Form by lodging it in accordance with the instructions on the website.
The appointment of a proxy or representative does not preclude a Shareholder from attending and voting at the Meeting.
Directors Fred Hutchings, Martyn Brick, John Burke, and Ratahi Cross, or their associated persons are growers and are
entitled to participate in the Scheme, be issued Shares in terms of the Scheme, and receive loans.
Shareholders who are growers eligible to participate in the Scheme (as described under “Eligibility” in the summary of
the Scheme in the explanatory notes) or are an associated person of such a grower, are, under the NZX Listing Rules,
not entitled to vote on the resolution. Those include the directors named above, and the growers with which they are
associated. If any of those directors are appointed as proxy, they may vote in accordance with express directions recorded
on the proxy form, but may not vote undirected proxies.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
Tauranga
Eastern Link
(Toll Road)
to Maketu
to Rotorua
Te Puke Highway
AFFCO
TRANS-

PAC K
BACK-

PACKERS
TE PUKE
GOLF

COURSE
KKP
SEEKA360

4 / 7SEEKA LIMITED
An “associated person” referred to above is defined in the NZX Listing Rules as a person who, in making a decision or
exercising a power affecting Seeka, could be influenced as a consequence of an arrangement or a relationship existing
between, or involving, that person and the director or grower referred to above.
EXPLANATORY NOTES
The resolution authorises the issue of shares, and the making of loans, for the purposes of the proposed Seeka Grower
Loyalty Share Scheme (the “Scheme”). If the resolution is not passed, the Scheme will not proceed. If the resolution is
passed, the Scheme will be implemented, and shares will be issued, within three months. A summary of the Scheme is set
out below. The full terms of the Scheme are contained in the Trust Deed and Scheme Rules relating to the Scheme. Those
documents may be viewed at www.seekashareoffer.com and a printed copy may be obtained from Seeka Limited,
34 Young Road, Te Puke.
Summary of the Key Terms of the Scheme
EligibilityA participant in the Scheme must be a person who is the registered owner of a
kiwifruit, kiwiberry or avocado orchard (“Orchard”), other than an Orchard leased to
Seeka or one of its subsidiaries under a lease with a term of 10 years or more
(a “Grower”). A person is the registered owner of an Orchard if the KPIN or PPIN for
the Orchard is registered in his or her name. A person will not however be entitled
to participate if that person or an associated person (as defined in the NZX Listing
Rules) voted in favour of the resolution proposed in this notice of meeting.
Issue of SharesIf a Grower elects to participate in the Scheme, Seeka will issue to Seeka Share
Trustee Limited (the “Trustee”) on behalf of the Grower a number of ordinary shares
in Seeka (“Shares”) determined by the board in accordance with the following
principles:
(a) subject to (c) below, for production of Kiwifruit Green (Hayward Green, Wilkins
and Zespri Sweet Green) one Share for every 14 class 1 trays produced in the
season ended 30 June 2018 (“2018 Season”);
(b) subject to (c) below, for production of Kiwifruit Gold (Zespri Sungold and ENZA
Gold) one Share for every 14 class 1 trays produced in the 2018 Season;
(c) for production of kiwifruit from Orchards converting from Kiwifruit Green to
Kiwifruit Gold in the 2018 Season, one Share for every 14 class 1 trays, based
on an assumed production of 13,000 trays for each canopy hectare in the 2018
Season, regardless of actual production;
(d) for production of kiwiberry, one Share for every six class 1 trays produced in the
2018 Season;
(e) for production of avocado, one Share for every three class 1 trays, based on the
highest of production in the season ended 31 March 2018, and production in the
season ended 31 March 2017.
In determining allocations of Shares, the Seeka board may make such determinations
in respect of, or adjustments to, the principles set out above as the board deems
appropriate.
Fractions of a Share will be rounded down to the nearest whole Share. If the
calculations produce less than 200 Shares, the Grower will be entitled to 200
Shares. The maximum number of Shares which may be issued for the purposes of
the Scheme is 2,600,000.

5 / 7SEEKA LIMITED
Issue priceThe issue price per Share will be the volume weighted average price of Shares on
the NZX Main Board over the 10 business days ending two business days before the
issue of the Shares. That price may be adjusted by the Seeka board at its discretion
to take account of any event occurring during that period of 10 business days, or
any transaction or circumstance that in the opinion of the board is exceptional or
unusual. The issue price shall not in any event be less than $4.25 per Share.
LoanSeeka will make a loan to the Trustee to fund the whole issue price of the Shares
issued to the Trustee on the Grower’s behalf. That loan will be on the following terms:
– it will not bear interest;
– it may only be applied for the purpose of acquiring Shares;
– all distributions in cash (after tax) paid in respect of the Shares will be applied in
repayment of the loan;
– the loan will be limited in recourse to the Shares and may be secured over the
Shares by a security in such form as the Board may require; and
– the loan will be repayable by the Grower if the Grower decides to have the Shares
transferred to the Grower as described below under “Right to Shares”.
The aggregate amount of the loans made to all Growers will depend on the number
of Growers who participate in the Scheme, and the issue price of Shares. If all eligible
Growers participated, and the issue price per Share was $4.25 the aggregate amount
of the loans would be approximately $11,050,000.
Terms of SharesThe Shares will be fully paid ordinary shares in Seeka which will subject to the next
sentence have all of the rights (including voting and dividend rights) of, and rank
equally in all respects with, the existing fully paid ordinary shares in Seeka. The
Shares will not however participate in the dividend in respect of the year ended
31 December 2018, expected to be paid as at a record date in March 2019.
Voting rightsWhile Shares are held by the Trustee on a Grower’s behalf, the Trustee will exercise
the voting rights on those Shares in accordance with any directions of the Grower. If
the Trustee receives no directions, it will not vote.
Right to SharesIf the Board is satisfied that the Grower has supplied all fruit from the Grower’s
Orchard(s) to Seeka or one of its subsidiaries for;
– in the case of kiwifruit and kiwiberry, the period from 1 February 2019 to
30 June 2021; and
– in the case of avocado, the period from 1 July 2019 to 31 March 2022,
(“Supply Period”) the Grower will be entitled to elect to have all of the Shares
transferred to the Grower. The Grower must repay the outstanding balance of the
loan before the Shares are transferred. The Board’s decision as to whether a Grower
has supplied all fruit from an Orchard for the Supply Period will be conclusive.

6 / 7SEEKA LIMITED
Loss of RightsIf the Board is not satisfied that the Grower has supplied all fruit from the Grower’s
Orchard(s) to Seeka or one of its subsidiaries during the Supply Period, or if the
Grower does not elect to have the Shares transferred to the Grower, the Grower
will lose all rights to the Shares and will cease to have rights under the Scheme.
The Trustee will purchase the Grower’s beneficial interest in the Shares for a
consideration equal to the outstanding balance of the loan that was advanced to
the Trustee to pay for the Shares. This consideration will be satisfied by way of a
novation (i.e. transfer) of the loan to the Trustee (so that the Trustee will become
liable to Seeka in respect of the loan, rather than the Grower).
Unallocated SharesShares which have been purchased by the Trustee in terms of “Loss of Rights” above
(“Unallocated Shares”) may be dealt with as follows:
– The Trustee may require Seeka to buy back those Unallocated Shares for a sum
equal to the outstanding balance of the loan related to those Unallocated Shares.
Seeka will be required to do that only if Seeka is entitled to make the buyback
under the relevant provisions of the Companies Act 1993, NZX Listing Rules, and
other laws. If the Unallocated Shares are bought back, the Trustee will apply the
proceeds in repayment of the loan.
– The Trustee may with the approval of the Seeka board sell Unallocated Shares
on the sharemarket or in some other manner. If the Unallocated Shares are sold,
the proceeds will be applied in repayment of the relevant loan. Any excess of the
proceeds of sale over the amount of the loan will at the discretion of the Trustee be
held by the Trustee, or applied in payment of management fees payable to Seeka
or other costs of the trust, or applied in reduction of all other loans outstanding
at the time of sale, pro rata so far as practicable to the amount outstanding under
each loan.
None of Seeka, the Trustee or any other subsidiary may have any beneficial interest
in Unallocated Shares.
Sale of OrchardIf during the Supply Period, the Grower sells an Orchard:
– the Grower will nevertheless retain rights under the Scheme; and
– supply by the new owner of the Orchard will be deemed to be supply by the
Grower, so that if the Grower and the new owner together supply all fruit from the
Orchard to Seeka for the Supply Period, the Grower will for the purposes of the
Scheme be deemed to have supplied that fruit.
No ObligationThe Grower is not required by the Scheme to supply fruit to Seeka, or to repay the
relevant loan. The only consequence if the Grower does not do so is that the Grower
does not get title to the Shares.

7 / 7SEEKA LIMITED
Disclosure document under section 79 of the Companies Act 1993
The section below constitutes a disclosure document in respect of financial assistance under section 79 of the Companies
Act 1993. Because new shares will be issued for the purposes of the Scheme, Seeka is advised that this document is not
required by law to be provided. It is however provided in the interests of ensuring full disclosure.
1. Financial assistance in respect of the subscription for shares will be in the form of loans which will be made to the
Trustee on behalf of growers participating in the Scheme. The terms of those loans will be as described under the
heading “Loan” in the summary of the Scheme above.
2. The text of the resolution passed by the Board under section 78(1) of the Companies Act 1993 is as follows:
Resolved that, subject to the Grower Loyalty Scheme being approved by shareholders and proceeding:
(a) the company make loans (“Loans”) to Seeka Share Trustee Limited for the purposes of, and on the terms required by,
the Seeka Grower Loyalty Share Scheme (“Scheme”);
(b) the making of the Loans is in the best interests of the company;
(c) the terms and conditions under which the Loans are made are fair and reasonable to the company;
(d) the making of the Loans is of benefit to those shareholders not receiving Loans; and
(e) the terms and conditions under which the Loans are made are fair and reasonable to those shareholders not
receiving Loans.
The reasons for the directors’ conclusions in paragraphs (b), (c), (d) and (e) above are as follows:
(f) the purpose of the Scheme is to incentivise growers to supply all of their fruit to the company over three seasons,
thereby securing the supply of fruit to the company, and the business of the company;
(g) the making of the Loans is a necessary part of the Scheme; and
(h) for the reasons in paragraph (f), the Scheme is in the best interests of the company, and of all of its shareholders.

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1 / 2SEEKA LIMITED
PROXY FORM/ADMISSION CARD
FOR SEEKA LIMITED SPECIAL MEETING
LODGE YOUR PROXY
Online: https://investorcentre.linkmarketservices.co.nz/voting/SEK
Scan & email: meetings@linkmarketservices.co.nz
General Enquiries:
+64 9 375 5998
enquiries@linkmarketservices.co.nz
Fax: +64 9 375 5990
Deliver:
Link Market Services
Level 11, Deloitte Centre
80 Queen Street, Auckland 1010
Mail:
Use the enclosed reply paid
envelope or address to:
Link Market Services Limited
PO Box 91976, Auckland 1142
Scan this QR code with your
smartphone and vote online:
A Special Meeting of Shareholders of Seeka Limited
(“Seeka”) will be held on Thursday 14 February 2019
at 3.00pm at Seeka360, 34 Young Road, Te Puke, New
Zealand. If you will attend the Meeting, please bring this
form to assist with your registration. If you are not
attending the Meeting but wish to be represented by
proxy, please complete and return this form (in accordance
with the lodgement instructions above) to Seeka’s share
registry, Link Market Services, by no later than 3.00pm,
12 February 2019.
You can also appoint your proxy and vote on the resolutions
on the reverse of this form online by going to
https://investorcentre.linkmarketservices.co.nz/voting/SEK
or by scanning the QR code above with your smartphone.
Appointment of proxy
A shareholder entitled to attend and vote is entitled to
appoint a proxy or, in the case of a corporate shareholder,
a representative to attend and vote instead of him/her and
that proxy or representative need not also be a shareholder.
You may appoint Ashley Waugh, the Chairman of the Audit
Committee, as your proxy. If you appoint Mr Waugh as your
proxy and do not direct him how to vote in the proxy form,
he will vote in favour of the Resolution.
Voting of your holding | If you appoint a proxy you must
either direct the proxy how to vote by ticking the “For”,
“Against” or “Abstain” box in respect of the resolution
OR by ticking the “Proxy Discretion” box in respect of the
resolution. If you tick the “Proxy Discretion” box for the
resolution, your proxy will decide how to vote. If you return
this form without directing the proxy how to vote on the
resolution, the proxy may vote as he/she thinks fit or abstain
from voting unless the proxy is excluded from voting.
Voting Exclusions | Directors Fred Hutchings, Martyn Brick,
John Burke, and Ratahi Cross, or their associated persons,
are growers and entitled to participate in the grower loyalty
share scheme, be issued shares in terms of the Scheme,
and receive loans. Shareholders who are growers eligible to
participate in the scheme (as described under “Eligibility”
in the summary of the scheme in the explanatory notes to
the Notice of Meeting) or are an associated person of such
a grower, are, under the NZX Listing Rules, not entitled to
vote on the resolution. Those include the directors named
above, and the growers with which they are associated. If
any of those directors are appointed as proxy, they may
vote in accordance with expressed directions recorded on
this proxy form, but may not vote undirected proxies. An
“associated person” is defined in the NZX Listing Rules as
a person who, in making a decision or exercising a power
affecting Seeka, could be influenced as a consequence of an
arrangement or a relationship existing between, or involving,
that person and the director or grower referred to above.
A person will not be entitled to participate in the grower
loyalty share scheme if that person or an associated
person voted in favour of the resolution.
Attending the meeting
If you wish to vote in person, you should attend the Meeting.
Please bring this form with you to the Meeting to assist
with your registration. A corporation may appoint a person
to attend and vote at the Meeting as its representative in
the same manner as that in which it could appoint a proxy.
That person need not also be a shareholder.
Signing instructions for proxy forms
Individual | Where the holding is in one name, the
shareholder must sign the Proxy Form.
Joint Holding | At least one joint shareholder should sign
this form (on behalf of all joint shareholders). If different
joint shareholders purport to appoint different proxies,
the vote of the proxy appointed by the first named joint
shareholder will prevail.
Power of Attorney | If this Proxy Form has been signed
under a power of attorney (“POA”), a copy of the POA
(unless already noted by the company or its registry) and
a signed certificate of non-revocation of the POA must be
produced to the company with this form.
Corporate Shareholder | Any corporation that is a
shareholder of the Company may appoint a person as its
representative to attend the meeting and vote on its
behalf, in the same manner as that in which it could appoint
a proxy.

2 / 2SEEKA LIMITED
PROXY/CORPORATE REPRESENTATIVE FORM
And to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution
proposed at the meeting (or any adjournment thereof). Unless otherwise instructed as above, the proxy may vote as he/
she thinks fit or abstain from voting on each such resolution. The proxy is appointed only in respect of the above meeting
or any adjournment thereof.
STEP 3: SIGN – SIGNATURE OF SECURITY HOLDER(S) This section must be completed
Security Holder 1 Security Holder 2 Security Holder 3
or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney
Contact Name _________________________________ Contact Daytime Telephone __________________ Date ____________
Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive
your future investor communications by email please provide your email address below.
Discretion
Tick () in box to vote
ForAgainstAbstain
RESOLUTION
1. That Seeka:
(a) issue up to 2,600,000 ordinary shares of Seeka, at the issue price
described in the explanatory notes, pursuant to the Grower Loyalty
Share Scheme (“Scheme”) described in the explanatory notes;
(b) make the loans required pursuant to the Scheme, and described
under the heading “Loan” in the explanatory notes, to fund the
issue price of the shares referred to in (a).
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder/s of Seeka Limited:
hereby appoint ___________________________________________ of ___________________________________________
(Full Name) (Full Address)
Or failing that person ___________________________________________ of ___________________________________________
(Full Name) (Full Address)
as my/our proxy to vote for me/us on my/our behalf at the Special Meeting of Seeka Limited to be held on Thursday
14 February 2019 at 3.00pm at Seeka360, 34 Young Road, Te Puke, New Zealand and at any adjournment of that meeting.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: You must tick one box in respect of the resolution.
Voting Instructions
This form is to be used to vote on the following resolution:
Are you a Grower?Tick () in box
YESNO