Seeka Provides Shareholder Meeting Presentation

Special Meeting of Shareholders
14 February 2019

Chairman
Fred Hutchings

Meeting Chairman
Ashley Waugh

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Agenda
1. Proxies2. Description of Grower Loyalty Share Scheme3. Resolution 4. Questions

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ProxiesProxies received by the company are as follows:
Chairman of the Meeting
7,880,388
Ashley Waugh
1,692,415
New Zealand ShareholderAssociation
224,424

Description of the Grower Loyalty
Share Scheme
Michael Franks

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The three stages included:
Capital raise through a 1 for 1.5 rights issue @ $4
.25
Up to 2.6m new shares in a Grower Loyalty Share Sch
eme
Up to 700k new shares in an Employee Share Scheme
Grower Loyalty Share SchemeIn November 2018 Seeka commenced a three stage plan to r
epay
debt, strengthen the balance sheet and provide funds for
future
growth
Today’s business requires approval of the issuance
of up to 2.6m shares, this
requires a simple majority vote in favour, with gro
wer shareholders not being
entitled to vote in favour of the scheme if they wi
ll be participating in it

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$47.9m raised (after costs) with 11.727m new shares
issued
Shares total 29.317m shares on issueInstitutions and large individual investors now on
the share register, daily share
market turnover and liquidity up
Foreign ownership component of shareholders reduced
from approximately 24.9%
to 15%
▪
It will reduce further with issues under this Growe
r Loyalty Share Scheme and
Employee Share Scheme
Stage 1 –Rights Issue Successfully Completed

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Under the scheme Seeka will issue up to 2.6m shares
to a trustee
The offer to participate in the scheme made on an a
ssessment of 2018 production
or development equivalent
Growers will need to have fulfilled their three yea
r supply commitment to be eligible
to pay for and take the shares
Conversion ratio
▪
Kiwifruit 1:14
▪
Kiwiberry 1:6
▪
Avocado 1:3
The shares are entitled to receive dividends, which
will be applied to reduce the
loan
The issue price is based on a 10 day VWAP but not l
ess than $4.25
At the end of the term –growers have the option to
pay off the residual loan
(issue prices less dividends paid) and take the sha
res, or not
Stage 2 –Grower Loyalty Share Scheme

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This scheme secures supply in a competitive environ
ment and rewards growers for
their loyalty
It provides security of supply of fruit to underpin
the investment the company is
making in its NZ postEharvest infrastructure
If growers wish to take the shares, they must repay
the balance of the loan (issue
price less dividends paid). Seeka will receive cash
in three years
Further reduces OIO percentage
Benefit to Shareholders
There is an option cost of the scheme. It is a non
cash cost in the financial
statements of approximately $650k per year

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The dilution impact is minimal ($0.02 per year) bec
ause growers pay for the shares
in three years
This scheme supports earnings and loyalty
What about the dilution effect?

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I would encourage you to support the schemeIt sends an important signal to our growersIt supports the company in its growth aspiration
In Summary

Resolution

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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 Loyal
ty 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 th
e issue price of the shares
referred to in (a).
Resolution –All votes to be by poll
Growers who intend to participate in the Grower Loy
alty Share Scheme may
not vote for this resolution. These growers include
directors Fred Hutchings,
Martyn Brick, John Burke and Ratahi Cross. If you do
vote for the resolution
you will be ineligible to receive shares under the
scheme

Questions