Seeka Limited/Announcement
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Seeka announces its 31 December 2018 result

Full Year Results24 February 2019SEKConsumer Staples

1
Seeka successfully achieved a number of financial, operational, and strategic goals this year, grew and is well

positioned for further growth.

We are expanding our coolstore capacity and packing capability to meet both growing kiwifruit production and

additional market share. Through the $47.9m (net) capital raise in November 2018 we reduced the company’s

borrowing from a high of $105m to a more sustainable level, aligned our debt ratios with stakeholder expectations

and placed the company in a strong position for growth when opportunities arise.

The year wasn’t all straight forward with some operational challenges in Australia and in the banana business. In

response to the Australian challenges the management team was restructured and new operational responsibilities

assigned. Despite the challenges of 2018, the New Zealand kiwifruit operations performed well. Our net profit after

tax increased by 27% to $7.42m.

A highlight for Seeka was the purchase of the Northland kiwifruit packhouse, orchards, and related business from

Turners and Growers Horticulture Limited (T&G Horticulture). This significant and successful acquisition was the

result of substantial planning as Seeka sought to grow its Northland operations alongside its loyal grower base. The

business seamlessly transitioned mid-harvest, and performed operationally and financially to expectations. As

planned, Seeka immediately commenced selling the Northland orchards to buyers prepared to commit to a long

term Seeka supply contract.

At balance date 140 hectares amounting to $24.2m are recorded in the balance sheet as orchards held for sale, of

which 54 hectares are sold under conditional contracts. There are 86 hectares that remain to be marketed and sold

this year. The company achieved a modest gain of $0.616m on the orchards sold before year end with further gains

expected in 2019. As at the 31 December 2018 Seeka is still to pay for 28 hectares of orchard as land titles are still

to be finalised, and in the meantime has taken possession of them through a lease.

Seeka is further investing in the Northland business with nearly $20m in the construction of a new packhouse,

packing machine and coolstores over the next 2 years. We are seeing a significant increase in trays supplied by new

growers with 0.250m committed so far. Once complete our Northland facility will be world class and a leader in the

Northland kiwifruit community.

New Zealand kiwifruit volumes rebounded in 2018. Seeka packed its second highest volume being 31.4m trays,

including 10.8m trays of SunGold. In anticipation of this volume, infrastructure and personnel were put in place to

ensure fruit was processed at its optimal maturity for fruit storage and quality. Fruit performance in store was good,

particularly in SunGold, where Seeka delivered industry-leading results. Seeka conducted a safe and timely harvest

without a serious incident.

Seeka faced a difficult year in Australia. While Psa-V has been confirmed in a small area of the Australian orchards,

this had little impact on Seeka’s 2018 earnings. Seeka took proactive and immediate steps to limit the impact,

based on the experience gained on New Zealand orchards. Psa-V has led Seeka to reconsider the varietal mix on

its orchards, and the orchards coming into production will be delayed a year. The orchard development will provide

significant opportunity in future years. The development plan, together with management changes, provide a

positive outlook for the Australian business.

The banana business remains lacklustre with Seeka impairing Glassfield’s goodwill by $0.946m in the first six

months of the year.

Volume growth in kiwifruit, growing in Australia through orchard improvement and development, our debt

repositioning and further infrastructure investment all contribute to a positive outlook for the Company.

Seeka Limited

12 Months to 31 December 2018 [Audited]

2
HIGHLIGHTS

–Profit after tax of $7.42m (2017: $5.83m), an increase of 27%

–Earnings per share of $0.37 (2017: $0.32 1), an increase of 16%

–Earnings before interest, tax, depreciation and amortisation (EBITDA) of $26.22m (2017: $23.13m), an increase

of 13%

–Total of 31.4m trays of kiwifruit harvested and packed in New Zealand, an increase of 23%

–SunGold fruit conventional loss of 0.78% (industry leading), SunGold organic fruit loss 0.17% (exceptional),

Hayward organic fruit loss at 1.09% (excellent), Hayward conventional fruit loss 3.73% (average)

–Completed acquisition of the T&G Horticulture post-harvest facility, with five of the six kiwifruit orchards being

settled, and associated business for $32.31m. Additionally purchased 19.9 hectares of Zespri SunGold licence

for $5.66m for grafting

–Completed sales of Northland orchards totaling $7m, with the sales process continuing

–Proactive response to the Psa-V outbreak in Australia, including detecting the disease and notifying the key

Australian authorities and then proactively responding to minimise impact

–Implementation of Seeka Australia’s orchard plan resulting in the development of 53 hectares of new kiwifruit

orchards over the next five years together with the introduction of exciting new pear varieties

–Increased earnings at the Delicious Nutritious Food Company in the second year of operations delivering

earnings before interest, tax and depreciation of $0.46m, (2017: $0.29m)

–Major investment plan underway to handle forward growth in volume from our growers. Upgrades at Oakside

will increase packing and coolstore capacity totaling $18.56m over two years and new pack house and

coolstores at Kerikeri totaling $17.62m over two years. Both projects were underway at year end

–Net debt (bank loans less bank deposits) totaled $79.06m (2017: $83.12m) a decrease of $4.06m year on year.

Total assets increased from $222.02m to $269.81m; an increase of $47.78m

DIVIDEND

A dividend of $0.12 per share has been declared by the Board. The dividend is fully imputed and will be paid on the

22 March 2019 to those shareholders on the register at 5pm on 15 March 2019. The dividend reinvestment plan will

apply to the distribution. This dividend will bring the total dividends distributed in the last 12 months to $0.24 (prior

twelve months $0.22).

OUTLOOK

Seeka remains focused on delivering its strategy to deliver incremental earnings and returns to both shareholders

and supplying growers. While kiwifruit is our foundation crop, the company has established competency and

business operations in avocados, pears and kiwiberry. There is a strong focus to improve those parts of the

business that are not meeting performance expectations. Investment and improvement programmes are expected

to improve earnings. The company remains interested in acquisitions that are consistent with strategy and deliver

incremental earnings to shareholders.

FOR MORE INFORMATION CONTACT

Michael Franks Stuart McKinstry

Chief Executive Chief Financial Officer

021 356 516 021 221 5583

25 February 2019

3
Reporting period for year ended 31 December 2018.

FINANCIAL SUMMARY

Revenue from ordinary activities ($000)

$ 203,713up9%

Profit from ordinary activities before tax attributable to security holders ($000)

$ 10,638up7%

Net profit attributable to security holders ($000)

$ 7,418up27%

EBITDA before revaluations and impairments ($000)

$ 26,217up13%

VALUES PER SHARE

FY2018FY2017

Basic earnings per share

$ 0.37$ 0.32

Diluted earnings per share

$ 0.36$ 0.31

Net asset backing per share

$ 5.23$ 5.63

Net tangible assets per share

$ 4.96$ 5.18

NOTES AND TABLES

1. This announcement should be read in conjunction with the attached 2018 annual report (Audited). A copy of the

2018 annual report can be found on Seeka's website www.seeka.co.nz.

2. EBITDA before revaluations and impairments is considered by the board to be a key measure of performance and a

reflection of cash flow generation.

New Zealand dollars ($000s)

FY2018

EBITDA

Net profit before tax

10,638

Impairment charges and revalutions

Loss on revaluation of land and buildings and interest in leased land

4

Impairment of property, plant and equipment

300

Impairment of intangible assets

946

Depreciation expense

8,816

Amortisation of intangible assets

964

Interest

4,549

EBITDA before impairments and revaluations

26,217

---

Seeka Limited
Results for announcement to the market

Reporting Period12 months to December 2018

Previous Reporting Period12 months to December 2017

Amount (000s)Percentage change

Revenue from ordinary

activities

203,713,000 NZD+9.0%

Profit (loss) from ordinary

activities after tax attributable to

security holders

7,418,000 NZD+27.0%

Net profit (loss) attributable to

security holders

7,418,000 NZD+27.0%

Interim/Final DividendAmount per securityImputed amount per security

Final0.12 NZD0.046667 NZD

Record date15 March 2019

Dividend payment date22 March 2019

30 Jun 201831 Dec 2018

Net tangible assets per security

5.698 NZD4.964 NZD

Comments

1) Commentary and audited financial statements for the year ended 31 December 2018 are

attached.

2) The NTA calculation classifies goodwill as the only intangible asset.

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2018
ANNUAL REPORT

CONTENTS
From the chairman and chief executive 2

2018 financial statements 13

Statement of financial performance 14

Statement of comprehensive income 15

Statement of financial position 16

Statement of changes in equity 17

Statement of cash flows 18

Notes to the financial statements 19

Auditors’ report 54

Corporate governance 61

Corporate governance statement 62

Director profiles 71

Interests register 73

Directors’ interests in Seeka Limited securities 74

Subsidiary companies 75

Employee remuneration 76

Other disclosures 77

Operating assets statistics 78

Securities statistics 79

Directory 80

2ANNUAL REPORT 2018 | SEEKA LIMITED
FROM THE CHAIRMAN AND CHIEF EXECUTIVE

Seeka is pleased to provide you with the 2018 financial report and review. The company successfully achieved a number of financial, operational,

and strategic goals this year, grew and is well positioned for further growth.

We are expanding our coolstore capacity and packing capability to meet both growing kiwifruit production and additional market share.

Through the $47.9m (net) capital raise in November 2018 we reduced the company’s borrowing from a high of $105m to a more sustainable

level, aligned our debt ratios with stakeholder expectations and placed the company in a strong position for growth when opportunities arise.

The year wasn’t all straight forward with some operational challenges in Australia and in the banana business. In response to the Australian

challenges the management team was restructured and new operational responsibilities assigned. Despite the challenges of 2018, the New

Zealand kiwifruit operations performed well. Our net profit after tax increased by 27% to $7.42m.

A highlight for Seeka was the purchase of the Northland kiwifruit packhouse, orchards, and related business from Turners and Growers

Horticulture Limited (T&G Horticulture). This significant and successful acquisition was the result of substantial planning as Seeka sought to

grow its Northland operations alongside its loyal grower base. The business seamlessly transitioned mid-harvest, and performed operationally

and financially to expectations. As planned, Seeka immediately commenced selling the Northland orchards to buyers prepared to commit to a

long term Seeka supply contract.

At balance date 140 hectares amounting to $24.2m are recorded in the balance sheet as orchards held for sale, of which 54 hectares are sold

under conditional contracts. There are 86 hectares that remain to be marketed and sold this year. The company achieved a modest gain of

$0.616m on the orchards sold before year end with further gains expected in 2019. As at the 31 December 2018 Seeka is still to pay for 28

hectares of orchard as land titles are still to be finalised, and in the meantime has taken possession of them through a lease.

Seeka is further investing in the Northland business with nearly $20m in the construction of a new packhouse, packing machine and coolstores

over the next two years. We are seeing a significant increase in trays supplied by new growers with 0.250m committed so far. Once complete

our Northland facility will be world class and a leader in the Northland kiwifruit community.

New Zealand kiwifruit volumes rebounded in 2018. Seeka packed its second highest volume being 31.4m trays, including 10.8m trays of

SunGold. In anticipation of this volume, infrastructure and personnel were put in place to ensure fruit was processed at its optimal maturity for

fruit storage and quality. Fruit performance in store was good, particularly in SunGold where Seeka delivered industry leading results. Seeka

conducted a safe and timely harvest without a serious incident.

Seeka faced a difficult year in Australia. While Psa-V has been confirmed in a small area of the Australian orchards, this had little impact on

Seeka’s 2018 earnings. Seeka took proactive and immediate steps to limit the impact, based on the experience gained on New Zealand orchards.

Psa-V has led Seeka to reconsider the varietal mix on its orchards, and the orchards coming into production will be delayed a year. The orchard

development will provide significant opportunity in future years. The development plan together with management changes provide a positive

outlook for the Australian business.

The banana business remains lacklustre with Seeka impairing Glassfield’s goodwill by $0.946m in the first six months of the year.

Volume growth in kiwifruit, growing in Australia through orchard improvement and development, our debt repositioning and further

infrastructure investment all contribute to a positive outlook for the company.

3SEEKA LIMITED | ANNUAL REPORT 2018
Highlights

Key highlights of the 2018 financial year include:

–Profit after tax of $7.42m (2017: $5.83m), an increase of 27%

–Earnings per share of $0.37 (2017: $0.32

1

), an increase of 16%

–Earnings before interest, tax, depreciation and amortisation (EBITDA) of $26.22m (2017: $23.13m), an increase of 13%

–Total of 31.4m trays of kiwifruit harvested and packed in New Zealand, an increase of 23%

–SunGold fruit conventional loss of 0.78% (industry leading), SunGold organic fruit loss 0.17% (exceptional), Hayward organic fruit loss at

1.09% (excellent), Hayward conventional fruit loss 3.73% (average)

–Completed acquisition of the T&G Horticulture post harvest facility, with five of the six kiwifruit orchards being settled, and associated

business for $32.31m. Additionally purchased 19.9 hectares of Zespri SunGold licence for $5.66m for grafting

–Completed sales of Northland orchards totaling $7.00m, with the sales process continuing

–Proactive response to the Psa-V outbreak in Australia, including detecting the disease and notifying the key Australian authorities and then

proactively responding to minimise impact

–Implementation of Seeka’s Australia’s orchard plan resulting in the development of 53 hectares of new kiwifruit orchards over the next five

years together with the introduction of exciting new pear varieties

–Increased earnings at the Delicious Nutritious Food Company in the second year of operations delivering earnings before interest, tax and

depreciation of $0.46m, (2017: $0.29m)

–Major investment plan underway to handle forward growth in volume from our growers. Upgrades at Oakside will increase packing and

coolstore capacity totaling $18.56m over two years and new packhouse and coolstores at Kerikeri totaling $17.62m over two years. Both

projects were underway at year end

–Net debt (bank loans less bank deposits) totaled $79.06m (2017: $83.12m) a decrease of $4.06m year on year. Total assets increased from

$222.02m to $269.81m; an increase of $47.78m

Net debt

$83 12

$10 47

$30 21

$5 24

$9 38

$20 76

$6 06

$0 49

$3 64

$47 92

$12 17

$79 06

$25 90

$53 16

Cash flow 2018

NZ$million

1 EPS for the prior year has been restated from $0 35 to $0 32 due to a formula change in the method of calculation as a result of the capital raise

2 The $25 9m cash inflow from orchard sales includes the sale of $24 2m for the carrying cost of orchards classified as assets held for sale along with $1 7m of SunGold

licences held as an intangible asset Within FY19 Seeka is also expecting to pay $9 8m to settle the purchase of the sixth T&G Horticulture orchard on receiving title,

to be followed by its subsequent sale in the same period

Net

bank debt

Dec 2017

Post harvest

purchase

Orchards

purchase

Orchard

sales

Sale of

investments

Property,

plant and

equipment

Orchard

development

OtherOperating

cash flow

DividendsRights issueNet

bank debt

Dec 2018

Orchard

sales

2

Adjusted

bank debt


Dec 2018

NORTHLAND

4ANNUAL REPORT 2018 | SEEKA LIMITED
Note 1: 2018 non-recurring items

EBITDA was reduced by $0 9m ($0 7m after tax) for the gain on sale of investment in shares and gain on sale of property held for sale (see note 3) and increased by

$0 5m ($0 5m after tax) for non-recurring legal expenses, including the Northland T&G acquisition (see note 18)

EBIT was increased by $0 9m ($0 9m after tax) for the impairment on intangible assets and $0 4m ($0 4m after tax) for the accelerated amortization of a supplier

contract (see note 10) and $0 3m ($0 3m after tax) for the impairment of property, plant and equipment (see note 9)

These are all considered to be non-recurring items

Note 2: 2017 non-recurring items

EBITDA was reduced by $0 1m ($0 1m after tax) for insurance proceeds received

EBIT was increased by $2 0m ($1 4m after tax) for the impairment on intangible assets (see note 10) and $0 1m ($0 1m after tax) for the impairment of property, plant

and equipment (see note 9) EBIT was reduced by $1 4m ($1 0m after tax) for the revaluation of land and buildings and interest in leased land (see note 4)

These are all considered to be non-recurring items

New Zealand dollars

Reported

result

December

2017

Non-recurring

items

(Note 2)

December

2017

underlying

trading result

)

Reported

result

December

2018

Non-recurring

items

(Note 1)

December

2018

underlying

trading result

(Decrease)

/ increase to

reported

2017 result

(Decrease)

/ increase to

underlying

2017

Total revenue ($000s)

$ 186,184-$ 186,814$ 203,713-$ 203,7139%9%

EBITDA


before impairments

and revaluations ($000s)

$ 23,128$(385)$22,743$ 26,217$(424)$ 25,79313%13%

EBIT ($000s)

$ 13,689$ 352$ 14,041$ 15,187 $ 1,249$ 16,43611%17%

NPAT ($000s)

$ 5,833$ 851$ 6,684$ 7,418$ 1,421$ 8,83927%32%

Basic earnings per share

$ 0.32$ 0.05$ 0.37$ 0.37$ 0.07$ 0.4416%19%

Net bank debt ($000s)

$ 83,121$ 83,121$ 79,060$ 79,060( 5)%( 5)%

Operational performance

The following table outlines Seeka’s performance for the year and provides a like for like comparison of the underlying financial results between

the years.

Dividend announcement

A dividend of $0.12 per share has been declared by the Board. The dividend is fully imputed and will be paid on the 22 March 2019 to those

shareholders on the register at 5pm on 15 March 2019. The dividend reinvestment plan will apply to the distribution. This dividend will bring the

total dividends distributed in the last 12 months to $0.24 (prior twelve months $0.22).

Outlook

Seeka remains focused on delivering its strategy to deliver incremental earnings and returns to both shareholders and supplying growers. While

kiwifruit is our foundation crop, the company has established competency and business operations in avocados, pears and kiwiberry. There is a

strong focus to improve those parts of the business that are not meeting performance expectations. Investment and improvement programmes

are expected to improve earnings. The company remains interested in acquisitions that are consistent with strategy and deliver incremental

earnings to shareholders.

5SEEKA LIMITED | ANNUAL REPORT 2018
Orcharding

$52 83m

Orcharding

$35 50m

Post harvest

$123 81m

Post harvest

$144 48m

Retail

services

$11 53m

Retail

services

$7 89m

Seeka

Australia

$14 86m

Seeka

Australia

$49 20m

Operating segment revenue 2018

Operating segment assets 2018

Revenue by operating segment overview

Seeka supplies high-value produce to world markets. Founded on New Zealand's kiwifruit industry, our New Zealand operating segments

service the value chain from orchard to market, with the Seeka group also owning and operating a fully-integrated orchard-to-market business in

Australia.

Orcharding, New Zealand

Growing export crops of kiwifruit, avocado and kiwiberry

from more than 220 orchards via management, lease and

long-term lease contracts.

$52.83m revenue 2018

Post harvest, New Zealand

A contract processing service to harvest, pack, coolstore

and supply kiwifruit, avocado and kiwiberry from more

than 700 orchards, including all produce from our orchard

operations and for independent growers.

$123.81m revenue 2018

Retail services, New Zealand

Seeka markets local and imported produce in New Zealand,

exports to Australia and niche international markets, plus

manufactures and sells the high-value nutritional foods

Kiwi Crush and avocado oil.

$11.53m revenue 2018

Seeka Australia

Owns nine large orchards plus post harvest facilities

that supply Australian retailers with a large portion of

Australia's locally-grown kiwifruit, nashi and pears.

$14.86m revenue 2018

6ANNUAL REPORT 2018 | SEEKA LIMITED

7SEEKA LIMITED | ANNUAL REPORT 2018
Review of operations

Revenue for the twelve months ended December 2018 totaled $203.71m (2017: $186.81m), an increase of 9%. This increase reflects the

rebound of Hayward kiwifruit volumes in New Zealand after an industry wide decline in 2017, along with the progressive increase in SunGold

volumes and the increased volumes associated with the acquisition of the T&G Horticulture kiwifruit assets and business in Northland. The

acquisition only impacted on the earnings in post harvest as Seeka purchased the orchards after harvest without crop.

Total New Zealand kiwifruit volumes (the generator of significant earnings to post harvest) increased from 25.5m trays in 2017 to 31.4m trays in

2018.

Consolidated earnings before interest tax, depreciation and amortisation (EBITDA) totaled $26.217m (2017: $23.128m); up $3.089m, an

increase of 13%. EBITDA benefited from gains on the sale of assets totaling $0.916m.

Seeka carefully planned for the increase in crop volumes. The company had sufficient capacity to pack and coolstore all fruit handled. SunGold

fruit loss at 0.78%, was exceptionally low and amongst the industry leaders.

Consolidated profit after tax for the year totaled $7.418m (2017: $5.833m); up 27.2%.

Cash flow from operations totaled $12.174m (2017: $14.058m); down largely due to the increased investment in pre harvest orchard costs

incurred on held for sale orchards in Northland. These costs will be recovered from crop proceeds or the sale of the orchards.

Cash invested in plant and equipment totaled $29.269m (2017: $20.870m); an increase of $8.399m on the previous year. The major capital

works include the new Kerikeri packhouse at Waipapa complete with new Compac grader and near infrared (NIR) technology and the upgrade

of the Oakside 2 packing machine, two additional coolstores and precooling. We also invested in the upgrade of the VLS Lab to handle increased

maturity testing samples for Zespri.

These investments should result in balanced capacity for the next three years. Seeka will complete its transition to 100% plastic recyclable field

bins in 2019. Currently, only controlled atmosphere bins are wooden.

Our New Zealand packing and coolstore infrastructure is now largely in balance. Management believes once current infrastructure projects are

complete we should have sufficient capacity to meet demand due to anticipated crop increase over the next three years.

$191.32

$186.81

Total revenue

NZ$million

$115.67

$142.11

2014 2015 2016 2017 2018 2014 2015 2016 2017 2018

$11.29

$13.93

$24.76

$23.13

EBITDA

NZ$million

$3.17

$4.27

$10.39

$5.83

2014 2015 2016 2017 2018

$203.71

$26.22

$7.42

Net profit after tax

NZ$million

$21.13

1

1 Excludes effect of insurance settlement

$7.30

1

8ANNUAL REPORT 2018 | SEEKA LIMITED
Orchard operations

Activities include the servicing and growing of kiwifruit, kiwiberry and avocados through managed, leased and long term leased arrangements. Orchard

operations span from Northland through the Coromandel, Bay of Plenty and East Coast.

Kiwifruit volumes increased in 2018 with the recovery of Hayward yields and the progressive increase in SunGold as developing orchards come

into full production. In 2018 Seeka grew 37.91m kilograms of kiwifruit (10.68 trays) compared with 30.70m kilograms in 2017 (8.45m trays).

In addition in 2017/18 Seeka grew 0.21m kilograms of avocados (38,796 trays), (2016/17: 0.54m kilograms, 98,356 trays). The avocado season

spans two financial years from July to February. Seeka also grew 0.08m kilograms of kiwiberry (53,393 trays) in the 2018 season and 0.07m

kilograms (44,409 trays) in the 2017 season. Kiwiberries are harvested from February to March.

Total revenue for the division was $52.834m; up on the previous year of $48.582m and reflecting an increase in leased orchard hectares

managed by the division.

EBITDA of $3.416m was down on the previous year of $6.376m (a decrease of $2.960m, 46%) reflecting the natural completion and

termination of some of Seeka’s long term leases. The next wave of long term lease investments by Seeka are yet to reach full production.

11.16m

8.45m

10.68m

2014 2015 2016 2017 2018

7.20m

9.21m

Orchard revenue and volumes

NZ$million, millions of class 1 kiwifruit trays

$4.18m

$3.98m

$5.64m

$6.38m

$3.42m

2014 2015 2016 2017 2018

Orchard EBITDA

NZ$million

Orchard assets

NZ$million

$24.25$24.25

2014 2015 2016 2017 2018

$33.56

$27.79

$35.50

$38.05

$42.28

$47.89

$48.58

$52.83

Post harvest operations

Coordinate the harvest, packing, storage and dispatch of kiwifruit, kiwiberry and avocados to the market, or in the case of Zespri kiwifruit to the port.

Seeka purchased the T&G Horticulture post harvest assets and business on the 30 April 2018, mid harvest; an ambitious acquisition. The

business was transitioned seamlessly over a weekend to Seeka systems and processes which included a full systems integration. The acquisition

and transition to Seeka was well planned, well executed and the business performed to expectation.

In 2018 31.408m trays of New Zealand kiwifruit were packed (2017: 25.675m); an increase of 5.866m trays with the recovery of the Hayward

(green) yields, the progressive increase in SunGold volumes and the acquired volumes associated with the Northland business.

The harvest season was complicated due to late decisions by the industry in supply management to advance-ship fruit to certain markets.

Across the industry, Zespri removed 1.0m Hayward trays from the New Zealand inventory through crop management with Seeka removing

0.225m trays as part of this. Following market challenges the Hayward shipping season dragged very late.

SunGold conventional, SunGold and Hayward organic fruit loss was excellent. Seeka’s Hayward conventional fruit loss was at the industry

average.

Seeka delivered a safe and timely harvest to growers.

9SEEKA LIMITED | ANNUAL REPORT 2018
Seeka continues to innovate to drive greater efficiencies in the packhouses. Upgrades to Oakside machine two will provide a 25% uplift in shed

throughput with additional pre-cool store and coolstorage balancing the site’s capacity. Seeka’s strategy is to plan and invest in infrastructure to

ensure packing capability and coolstore capacity is in balance throughout the season in anticipation of crop increases, as well as investigating

offshore storing capacity. Northland will benefit from the significant infrastructure build with the new packhouse, packing machines and

coolstores. These investments are expected to balance Seeka’s infrastructure with expected crop for the next three years.

Post harvest revenue of $123.807m compared to $96.703m in 2017 reflects both the acquisition and uplift in existing volumes. EBITDA of

$32.095m was significantly up on 2017 of $21.958m.

Post harvest revenue and volumes

NZ$million, millions of kiwifruit trays

Post harvest assets

NZ$million

21.39m

2 7. 76 m

32.44m

25.68m

31.41m

2014 2015 2016 2017 2018

1. Excludes effect of insurance settlement.

Post Harvest EBITDA

NZ$million

$10.77

$13.29

2014 2015 2016 2017 2018

$26.78

$21.96

$32.10

$23.16

1

$66.89

$83.44

2014 2015 2016 2017 2018

$111.72

$125.13

$144.48

$68.47

$88.27

$110.82

$96.70

$123.81

Retail services operations

Includes the supply and sale of avocados, class 2 New Zealand kiwifruit, sale of New Zealand kiwifruit through approved collaborative marketing

programmes, imported tropical fruits, and the sale of Kiwi Crush and avocado oil.

Revenue totaled $11.527m, a decrease on the prior year of $24.294m. EBITDA of $1.632m compares against the 2017 result of $2.920m.

The tropical business including banana importation and ripening performed below expectation, and well below the prior year. Seeka further

impaired the goodwill associated with the division by $0.946m in the half year to June 2018 (2017: $2.031m). Wholesale market earnings were

up on the prior year due to higher demand for tropical fruits. This part of Seeka’s business remains an area of focus to reposition the operation

following the loss of a major customer in the banana segment.

The avocado division continues to perform well. The 2018/19 selling season has been challenging across the industry reflecting a later fruit

maturity and changes to the supply chain which resulted in the loss of pre shipment phytosanitary protocols for our key Australian market.

There was also more fruit and the Western Australian crop was in the market longer than the prior year. This softened market pricing for both

Australian domestic fruit and imported New Zealand fruit. On the positive side of the category, the China market opened and Seeka sent its first

fruit to China along with increased volumes to South Korea.

Within the segment the Delicious Nutritious Food Company (DNFC) continues to perform well increasing earnings, volumes sold and adding

new customers and products. The business manufactures and markets a range of Kiwi Crush products, manufactures and supplies avocado

oil, and packs and distributes kiwiberry. In a large part of the business, DNFC is taking reject fruit and turning it into Kiwi Crush, a high value

functional food. Growers benefit from an exponential return over the previous value as animal feed. DNFC packed kiwiberry for the first time in

2018, transferring from Oakside. In total 84,000 kiwiberry trays were packed in 2018. DNFC EBITDA for 2018 totaled $0.465m (2017: $0.294m

– part year) and is included in the overall EBITDA for retail services.

10ANNUAL REPORT 2018 | SEEKA LIMITED
Seeka Australia PTY Limited

Owns and operates predominately kiwifruit, nashi and pear orchards, packing and logistics infrastructure. The company markets directly to retailers and

wholesale markets for both Australian and New Zealand-grown fruit.

Seeka Australia had a challenging year in 2018. EBITDA of ($0.059m) was down on the 2017 result of $2.251m. This was due to a combination

of a challenging growing season and structural management issues which have now been addressed.

In October 2018, Psa-V was detected and confirmed on 4.5 hectares of Seeka’s Australian kiwifruit orchards. Seeka rapidly deployed a

containment strategy with the creation of a buffer zone around susceptible new varieties and the removal of grafts in developing orchards. These

actions were essentially to limit any inoculum load in the environment and to provide management with the breathing space to consider the go

forward strategy.

Seeka responded swiftly and professionally to manage any further outbreak of the disease and worked closely with Australian authorities to

monitor its existence. The impact of Psa-V was minimal in the current year and is not expected to have a great impact going forward, as Seeka is

well versed in the management of the disease through the experience obtained in New Zealand, plus the hotter climate in Australia is expected

to be beneficial in reducing further spread. However, the outbreak did result in a revised plan for varieties planted in new developments. This will

delay the timing of first production on these orchards by at least 12 months.

2018 volumes by variety are outlined in the following table with comparatives:

Class 1 and 2

2018

Kilograms

2018

Tray equivalents

2017

Kilograms

2017

Tray equivalents

Kiwifruit

2,569,813709,8932,981,834823,711

Nashi

1,250,0431,200,786

Corella

413,938553,592

Packham

1,137,994853,600

Other pears

246,68283,421

Plums

-40,150

Apricots

21,00838,383

Cherries

8,13311,799

Going forward, Seeka has a solid plan for steady growth in Australia, which combined with a realignment of management goals will return profits

to a reasonable level. The development in orchards in Australia provides opportunities for future growth and profitability.

2016 2017 2018 2016 2017 2018 2016 2017 2018

Seeka Australia

revenue

NZ$million

Seeka Australia

EBITDA

NZ$million

Seeka Australia

assets

NZ$million

$16.54

$14.86

$2.25

$(0.06)

$48.11

$49.20

$15.17

$1.03

$35.53

11SEEKA LIMITED | ANNUAL REPORT 2018
Safety

The 2018 actual results and targets are shown in the following table:

2018 Target2018 Actuals

Total recordable injury frequency rate


Less than 4.6

4.5

Notifiable incidents

10

Notifiable injury

00

Severity rate Less than 3.6

4.5

Seeka remains committed to the safety of all employees, growers and contractors as it conducts its business. The company has and continues to

develop systems to ensure safety. Seeka has a dedicated team of people to support the operational managers to ensure the safety of all.

The total recordable injury frequent rate (TRIFR) measures the number of injuries per 200,000 hours worked. In total Seeka worked a total of

3.32m hours in 2018, with the number of operating hours varying with the total volumes Seeka packs and handles across all varieties and sites.

Seasonal pressures can be challenging along with harvest deadlines. Seeka TRIFR was 4.5 for 2018.

Severity rate measures the average number of days that an injured person is away from work. Seeka had no notifiable events or injuries in 2018.

The Seeka team

We have remained focused on supporting our people, and creating an environment where our teams can achieve excellence.

Training and development is targeted to ensure we meet the changing needs of our operations and the increasing technical nature of roles. Our

cadet programme is now in its fifth year, there are nine cadets and the programme operates across the orchard and post harvest divisions. The

re-introduction of the intern programme resulted in two interns working at Seeka, one of whom now has a permanent role. The development of

future leaders remains important to us and programmes are being tailored to an individual’s needs. We have increased the resourcing in Human

Resources to support our people to be inspirational.

Innovation

Seeka’s focus on innovation and continuous improvement is evident throughout every facet of the business.

The 2018 year saw the roll out of the industry-leading Seeka App, an innovative in-house built mobile app which provides up-to-date

information on the status of the growers' crop by maturity area, financial data, orchard mapping and safety hazards.

Seeka continues to focus on investing in the latest packing technology, including near infrared (NIR) technology and a world-class kiwiberry

packing machine.

Psa kiwifruit court case

In 2014 Seeka joined 212 growers and established a class action on behalf of growers and post harvest operators to claim for losses incurred as a

result of the Psa bacterial outbreak in New Zealand in 2010. Seeka is a plaintiff in the claim as both a post harvest operator and grower in its own

right.

The claimants contend that MPI (formally MAF) owed them a duty of care and that they breached that duty of care by negligently allowing an

importation of Psa infected pollen anthers into New Zealand. This breach resulted in significant losses being incurred by the claimants.

After a 13 week hearing in the Wellington High Court in 2017, in June 2018 the Court ruled in favour of growers that MPI was negligent and owed

them a duty of care with the extent of their losses including consequential loss remaining to be determined. The High Court also found that the

relationship between MPI and post harvest operators was not sufficiently proximate to establish a duty of care owed to post harvest operators,

including Seeka.

MPI appealed the judgement on both the duty of care and the facts of the case. Subsequent to this the claimants appealed the decision in

regards to post harvest operators.

The appeal is set down to be heard in the Court of Appeal in the first quarter of 2019, with a decision expected before the end of the year,

although that decision may be subject to further appeals.

12ANNUAL REPORT 2018 | SEEKA LIMITED
Summary

The 2018 year was a big year for Seeka. A bounce back in kiwifruit volumes had a positive effect on earnings for the year. The major acquisition

of the Northland packhouse, orchards and business in the middle of a busy harvest was carried out seamlessly and the operations were

integrated successfully by the highly skilled team involved.

Seeka focused on reducing debt through a capital raise, whilst simultaneously investing in major infrastructure at the Oakside and Kerikeri post

harvest facilities which will continue into 2019. The sale of the Northland orchards will continue throughout 2019, which will secure long term

supply for kiwifruit packing.

The roll out of the Seeka App to Seeka’s growers provides industry leading clarity into growing information on orchards. Never before has such

information been made so readily available and easy to access to growers and orchard managers.

The 2018 year has realigned Seeka so that we are poised for future growth.

Seeka’s stakeholders are integral to the business and the continued success of the company. We would like to thank all our growers,

shareholders and commercial partners for your support and for selecting Seeka. We look forward to another busy year ahead in 2019, as we

continue to be an industry leader in stewarding fruit for our growers.

Fred Hutchings Michael Franks

Chairman Chief executive

13SEEKA LIMITED | ANNUAL REPORT 2018
2018 FINANCIAL STATEMENTS

Statement of financial performance 14

Statement of comprehensive income 15

Statement of financial position 16

Statement of changes in equity 17

Statement of cash flows 18

Notes to the financial statements 19

Auditors’ report 54

14ANNUAL REPORT 2018 | SEEKA LIMITED
STATEMENT OF FINANCIAL PERFORMANCE

For the year ended 31 December 2018 - Audited

The accompanying notes form an integral part of these financial statements

New Zealand dollarsNotes

2018

$000s

2017

$000s

Revenue

3

203,713 186,814

Cost of sales

4

165,040 151,537

Gross profit

38,673 35,277

Other income

3

1,907 404

Income from insurance proceeds

3

- 125

Other costs

4

14,363 12,678

Earnings (EBITDA)

1

26,217 23,128

Depreciation expense

9

8,816 8,218

Loss / (gain) on revaluation of land and buildings and interest in leased land

4

4 ( 1,396)

Impairment of property, plant and equipment

9

300 102

Impairment of intangible assets

10

946 2,031

Amortisation of intangible assets

10

964 484

Earnings (EBIT)

2

15,187 13,689

Interest expense

4,549 3,781

Net profit before tax

10,638 9,908

Current tax expense

6

3,767 2,860

Deferred tax expense

6

( 547) 1,215

Total tax charge

3,220 4,075

Net profit attributable to equity holders

7,418 5,833

Earnings per share for profit attributable to the ordinary

equity holders of the company during the year

Basic earnings per share

19

$0.37$0.32

Diluted earnings per share

19

$0.36$0.31

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

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

15SEEKA LIMITED | ANNUAL REPORT 2018
STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2018 - Audited

New Zealand dollarsNotes

2018

$000s

2017

$000s

Net profit for the year

7,418 5,833

Items that will not be reclassified to profit or loss, net of tax

Gain on revaluation of land and buildings

2,092 4,455

Gain on revaluation of water shares

10

1,398 976

Realised gain on revaluation of investment in shares

270 -

Total items that will not be reclassified to profit or loss

3,760 5,431

Items that may be reclassified subsequently to profit or loss, net of tax

Movement in cash flow hedge reserve

20

( 100) 147

Movement in foreign currency translation reserve

20

48 ( 840)

Movement in foreign currency revaluation reserve

20

( 373) 743

Gain on revaluation of investment in shares

22

- 4,141

Total items that may be reclassified subsequently to profit or loss

( 425) 4,191

Total comprehensive income for the year attributable to equity holders

10,753 15,455

The accompanying notes form an integral part of these financial statements

16ANNUAL REPORT 2018 | SEEKA LIMITED
STATEMENT OF FINANCIAL POSITION

As at 31 December 2018 - Audited

New Zealand dollarsNotes

2018

$000s

2017

$000s

Equity

Share capital

17

94,406 46,195

Reserves

20

18,747 21,456

Retained earnings

20

40,223 30,974

Total equity

153,376 98,625

Current assets

Cash and cash equivalents

1,340 2,389

Trade and other receivables

12

18,365 17,401

Biological assets - crop

11

17,924 16,682

Inventories

13

4,564 4,808

Irrigation water rights

587 151

Assets classified as held for sale

14

24,197 -

Total current assets

66,977 41,431

Non current assets

Trade and other receivables

12

2,459 1,066

Property, plant and equipment

9

180,075 155,371

Intangible assets

10

19,709 16,727

Investment in shares

22

586 7,428

Total non current assets

202,829 180,592

Total assets

269,806 222,023

Current liabilities

Current tax liabilities

6

36 1,404

Trade and other payables

15

19,152 20,281

Interest bearing liabilities

16

21,039 10,827

Total current liabilities

40,227 32,512

Non current liabilities

Interest bearing liabilities

16

59,361 74,683

Derivative financial instruments

30

267 128

Deferred tax liabilities

7

16,575 16,075

Total non current liabilities

76,203 90,886

Total liabilities

116,430 123,398

Net assets

153,376 98,625

The accompanying notes form an integral part of these financial statements

On behalf of the Board.

F Hutchings A Waugh

Chairman Director

Dated: 25 February 2019

17SEEKA LIMITED | ANNUAL REPORT 2018
STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2018 - Audited

New Zealand dollarsNotes

Share

capital

$000s

Investment

in shares

revaluation

reserve

$000s

Cash

flow hedge

reserve

$000s

Foreign

currency

revaluation

reserve

$000s

Foreign

currency

translation

reserve

$000s

Share

based

payments

reserve

$000s

Water

share

revaluation

reserve

$000s

Land and

buildings

revaluation

reserve

$000s

Retained

earnings

$000s

Total

$000s

Equity at 1 January 2017

44,950 1,939 ( 241) ( 476) 620 284 - 10,370 27,865 85,311

Net profit

- - - - - - - - 5,833 5,833

Foreign exchange movement

- - - 741 ( 840) - - - 2 ( 97)

Other comprehensive income

- 4,141 147 - - - 976 3,980 475 9,719

Total comprehensive income / (loss)

- 4,141 147 741 ( 840) - 976 3,980 6,310 15,455

Transactions with owners

Shares issued

17

329 - - - - - - - - 329

Employee share scheme receipts

17

916 - - - - - - - - 916

Movement in employee share

entitlement reserve

20

- - - - - ( 185) - - 318 133

Dividends paid

21

- - - - - - - - ( 3,519) ( 3,519)

Total transactions with owners

1,245 - - - - ( 185) - - ( 3,201) ( 2,141)

Equity at 31 December 2017

46,195 6,080 ( 94) 265 ( 220) 99 976 14,350 30,974 98,625

Net profit

- - - - - - - - 7,418 7,418

Foreign exchange movement

- - - ( 373) 48 - - - - ( 325)

Other comprehensive income / (loss)

- ( 5,834) ( 100) - - - 1,398 2,092 6,104 3,660

Total comprehensive income / (loss)

- ( 5,834) ( 100) ( 373) 48 - 1,398 2,092 13,522 10,753

Transactions with owners

Capital raise

17

47,560 - - - - - - - - 47,560

Shares issued

17

432 - - - - - - - - 432

Employee share scheme receipts

17

219 - - - - - - - - 219

Movement in employee share

entitlement reserve

20

- - - - - 60 - - - 60

Dividends paid

21

- - - - - - - - ( 4,273) ( 4,273)

Total transactions with owners

48,211 - - - - 60 - - ( 4,273) 43,998

Equity at 31 December 2018

94,406 246 ( 194) ( 108) ( 172) 159 2,374 16,442 40,223 153,376

The accompanying notes form an integral part of these financial statements

18ANNUAL REPORT 2018 | SEEKA LIMITED
STATEMENT OF CASH FLOWS

For the year ended 31 December 2018 - Audited

New Zealand dollarsNotes

2018

$000s

2017

$000s

Operating activities

Cash was provided from:

Receipts from customers

205,254 190,132

Interest and dividends received

373 519

Insurance proceeds - fruit loss mitigation claim and business interruption

3

- 125

Cash was disbursed to:

Payments to suppliers and employees

( 183,904) ( 168,795)

Interest paid

( 4,634) ( 3,756)

Income taxes paid

( 4,915) ( 4,167)

Net cash flows from operating activities

5

12,174 14,058

Investing activities

Cash was provided from:

Sale of property, plant and equipment

9

218 1,267

Sale of investments in shares

22

9,375 -

Proceeds from sale of property held for sale

14

5,236 -

Repayment of advances

1,500 4,133

Cash was applied to:

Purchase of property, plant and equipment and intangibles

( 31,232) ( 20,870)

Development of bearer plants

( 6,056) ( 3,488)

Purchase of property held for sale

14

( 30,209) -

Investment in shares

- ( 1,000)

Purchase of water shares

- ( 689)

Advances

( 1,691) ( 1,536)

Net cash flows (used in) investing activities

( 52,859) ( 22,183)

Financing activities

Cash was provided from:

Proceeds of non current bank borrowings

16

19,500 11,880

Proceeds of current bank borrowings

16

42,749 29,880

Net proceeds from rights issue

17

47,916 -

Proceeds from Employee Share Scheme

219 916

Cash was applied to:

Repayment of non current bank borrowings

16

( 33,989) ( 7,500)

Repayment of current bank borrowings

16

( 32,537) ( 25,100)

Payment of dividend to shareholders

21

( 3,635) ( 3,190)

Net cash flows from financing activities

40,223 6,886

Net (decrease) in cash and cash equivalents

( 462) ( 1,239)

Effect of foreign exchange rates

( 587) 1,940

Opening cash and cash equivalents

2,389 1,688

Closing cash and cash equivalents

1,340 2,389

The accompanying notes form an integral part of these financial statements

19SEEKA LIMITED | ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2018

This section contains the notes to the consolidated financial statements for Seeka Limited, its subsidiaries and associates. To give

stakeholders a clear insight into how Seeka organises its business, the note disclosures are grouped into seven sections.

NoteDetailsPage

Basis of preparation 20

Accounting policies that apply to the full set of financial statements

Performance22

Where revenues are generated against their associated operating costs

1.

Segment information

22

2

Turnover

24

3.

Revenue and other income

24

4.

Cost of sales and operating expenses

25

5.

Reconciliation of net operating surplus after taxation with cash flows from operating activities

26

6.

Income tax expense

27

7.

Deferred tax

28

8.

Events occurring after balance date

28

Assets29

How Seeka allocates resources across its operations

9.

Property, plant and equipment29

10.

Intangible assets31

11.

Biological assets - crop33

Working capital34

How Seeka manages its operating cash flow

12.

Trade and other receivables34

13.

Inventories34

14.

Assets classified as held for sale35

15.

Trade and other payables35

Funding36

How Seeka organises its capital structure

16.

Interest bearing liabilities36

17.

Share capital37

18.

Business combination38

19.

Earnings and net tangible assets per share38

20.

Retained earnings and reserves39

21.

Dividends41

Investments42

The financial performance of Seeka's investments in subsidiaries and associates

22.

Investment in shares42

23.

Principal subsidiaries43

24.

Investment in associates43

Other notes44

All other note disclosures

25.

Contingencies

44

26.

Commitments

44

27.

Related party transactions

45

28.

Risk management

46

29.

Determination of fair values of financial assets and liabilities

49

30.

Derivative financial instruments

51

31.

Financial instruments summary

52

20ANNUAL REPORT 2018 | SEEKA LIMITED
Reporting entity and statutory base

The financial statements presented are those of the consolidated

Seeka group. Seeka Limited is referred to as Seeka Limited or the

Company. The group is referred to as the Group, Seeka, or Seeka

Group.

Seeka Limited is a profit-orientated company registered in New

Zealand under the Companies Act 1993 and a Financial Markets

Conduct (FMC) Reporting Entity for the purposes of the FMC Act

2013. Seeka Limited is listed and its ordinary shares are quoted on the

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

Nature of operations

Seeka is a produce business operating in New Zealand and Australia.

In New Zealand the Group provides orcharding, post harvest and

retail services to New Zealand’s kiwifruit, avocado, citrus, berry, and

kiwiberry industries. Seeka manufactures and sells the Kiwi Crush

and Kiwi Crushies ranges along with avocado oil. The Group also

provides retail and ripening services for imported tropical produce, and

operates a wholesale market.

In Australia, Seeka owns and operates orchards and associated post

harvest assets, making the Group the largest producer and supplier

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

pears, plus lesser production of other temperate-climate fruits.

Statement of compliance and basis of preparation

The consolidated financial statements for the Group have been

prepared in accordance with the requirements of Part 7 of the FMC

Act 2013. The financial statements have been prepared in accordance

with New Zealand Generally Accepted Accounting Principles (GAAP),

incorporating New Zealand equivalents to International Financial

Reporting Standards (NZ IFRS) and other applicable financial

reporting standards as appropriate for profit-oriented entities. The

Group financial statements also comply with International Financial

Reporting Standards (IFRS).

The financial statements are prepared on a historical cost basis, with

the exception of:

–financial assets and liabilities (including derivative instruments) at

fair value through comprehensive income (note 30 and 31)

–biological assets - crop at fair value (note 11)

–land and buildings at fair value (note 9)

–water shares at fair value (note 10)

–assets held for sale at fair value (note 14)

The significant accounting policies applied in the preparation of the

financial statements are set out below.

The financial statements were approved by the Board of directors (the

Board) on 25 February 2019.

Basis of consolidation

Subsidiaries

Subsidiaries are fully consolidated from the date of acquisition, being

the date on which the Group obtains control, and continue to be

consolidated until the date when such control ceases. The financial

statements of the subsidiaries are prepared for the same reporting

period as the Company, using consistent accounting policies. All intra-

group balances, transactions, unrealised gains and losses resulting

from intra-group transactions and dividends are eliminated in full.

The acquisition method of accounting is used to account for the

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

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

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

Direct acquisition costs are expensed as incurred.

Intercompany transactions, balances and unrealised gains on

transactions between companies are eliminated. Unrealised losses

are also eliminated unless the transaction provides evidence

of the impairment of the asset transferred. Accounting policies

of subsidiaries have been changed where necessary to ensure

consistency with the policies adopted by the Group.

Foreign currency transactions

Foreign currency transactions are translated into the functional

currency (NZD) using the exchange rates prevailing during the month

of that transaction. Foreign exchange gains and losses resulting from

the settlement of such transactions are recognised in the income

statement. The presentational currency is the New Zealand dollar

(NZD).

Foreign operations

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

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

a functional currency different from the presentation currency are

translated into the presentation currency as follows:

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

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

sheet;

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

statement of other comprehensive income, are translated at

average exchange rates (unless this average is not a reasonable

approximation of the cumulative effect of the rates prevailing on

the transaction dates, in which case income and expenses are

translated at the rate on the dates of the transactions); and

–All resulting exchange differences are recognised in other

comprehensive income.

Goodwill and fair value adjustments arising on the acquisition of a

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

and translated at the closing rate. Exchange differences arising are

recognised in other comprehensive income.

Summary of significant changes in accounting policies

The accounting policies have been applied consistently throughout

the periods presented in the financial statements. A number of new

and amended standards became applicable for the current reporting

period and the Group had to change its accounting policies as a result

of adopting the following standards:

NZ IFRS 9: Financial Instruments

The new financial instrument standard alters the requirements for

recognising and measuring financial assets and financial liabilities.

The standard is effective for periods beginning 1 January 2018. The

Group has reclassified its investments in shares to financial assets

recognised at fair value through other comprehensive income and

financial assets recognised at fair value through profit or loss. These

are detailed in note 22. The Group's cash and cash equivalents, trade

and other receivables, and trade and other payables continue to be

recognised at cost. The new standard introduced a new model for

calculating the provision for doubtful debts, based on expected credit

losses. There was no material change to the provision recognised.

The calculation is detailed in note 28. The standard introduced new

requirements for hedging documentation and consideration. Hedging

relationships continue to be effective. The Group holds a number of

interest rate swaps, which continue to be recognised in the cash flow

hedge reserve. Any ineffectiveness in the hedge relationship will be

recognised in profit or loss. Disclosure changes have been adjusted in

accordance with the standard.

NZ IFRS 15: Revenue from Contracts with Customers

The new revenue standard requires the recognition of revenue

based on contracts with a customer for goods and services. Revenue

is recognised with the completion of performance obligations.

Revenue is recognised either at a point in time or over a period of

Basis of preparation

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

limited to a specific note, are described in that note.

21SEEKA LIMITED | ANNUAL REPORT 2018
time, depending on when the performance obligations are met. The

standard is effective for periods beginning 1 January 2018. The Group

has split revenue into four difference streams, being post harvest,

orcharding, retail services and Australian generated revenue. The

timing and allocation of revenue was not materially impacted by the

implementation of the new standard. The new standard redefines

the definition of principal versus agency relationships. There was

no material reclassification between principal and agent under the

new standard. No costs were capitalised to obtain or fulfil a contract.

Revenue accounting policies are detailed in note 3.

There are no other new standards that had a material impact on the

Group’s accounting policies.

Where the presentational format of the financial statements have

changed during the period, comparative figures were accordingly

restated.

Impact of standards issued but not yet applied by the entity

NZ IFRS 16, Leases, was issued January 2016. It will result in almost all

leases being recognised in the statement of financial position, as the

distinction between operating and finance lease is removed. Under the

new standard, an asset (the right to use the lease item) and a financial

liability to pay rentals are recognised. The only exceptions are short

term and low-value leases.

Accounting for lessors will not significantly change.

The standard will primarily affect the accounting for the Group’s

operating leases as a lessee. As at reporting date, the Group expects

to recognise $30m to $35m of leased assets with an offsetting liability

in the statement of financial position. Further, approximately $6.0m

of rental operating expenses is expected to be reclassified to lease

interest expense and lease depreciation expense. The Group’s key

ratios presented in the statement of financial performance will be

impacted by this reclassification.

The standard is effective for reporting periods beginning on or after

1 January 2019. The Group intends to adopt the standard from its

effective date.

The Group does not expect to be significantly impacted by any other

new standards, amendments or interpretations that have been issued

and are effective.

Critical accounting estimates and judgements

The Group makes estimates and assumptions concerning future

operational and financial performance. By definition, these

assumptions may not always equal actual results. The estimates

and assumptions that have a significant risk of causing a material

adjustment to the carrying amounts of assets and liabilities are

identified in the notes below. Estimates and judgements are

continually evaluated and are based on historical experience as

adjusted for current market conditions and other factors, including

expectations of future events that are believed to be reasonable under

the circumstances. Assumptions underlying management’s estimates

can be found in the following notes to the financial statements.

Area of estimation or judgement Note

Property, plant and equipment 9

Goodwill 10

Biological assets - crop 11

Assets held for sale 14

Business combination 18

Going concern assumption

The consolidated financial statements have been prepared on a going

concern basis.

Goods and services tax (GST)

The statement of financial performance and statement of

comprehensive income have been prepared so that all components are

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

are stated net of GST, with the exception of receivables and payables,

which include GST invoiced.

22ANNUAL REPORT 2018 | SEEKA LIMITED
Performance

This section focuses on the Group’s financial performance and details the contributions made from the individual operating segments.

Note 1. Segment information

The Group’s operating segments are entities that engage in business

activities that earn revenues, incur expenses and are reported in a

manner consistent with the internal reports provided to the chief

decision makers, being the Directors, who regularly evaluate the

allocation of resources alongside operational outcomes, such as

EBITDA and EBIT, and are responsible for implementing strategic

decisions.

The Group has five operating segments:

–Four New Zealand segments express the range of complementary

services delivered to New Zealand’s produce industries and the

retail sector.

–A single Australian segment encompasses the integrated business

associated with the Group’s Australian-grown produce.

Direct segment revenues and operating costs are allocated to each

segment. Administration costs, overheads, grower service costs and

insurance proceeds recorded in the statement of financial performance

are allocated to all other segments. Transactions between segments

are conducted at arm’s length and are eliminated on consolidation.

New Zealand segments

Orchard operations

The Group provides on-orchard management services to orchard

owners who produce kiwifruit, avocado and kiwiberry crops.

The Group produces kiwifruit, avocado and kiwiberry crops from:

–Short term leased orchards (typically three-year rolling contracts)

whereby the Group recovers costs and shares any profits with the

orchard owners.

–Long term leased land which the Group has developed into

productive orchards, pays all development and production costs,

owns all crops for the term of the lease, and shares profit with the

landowner after all costs are recovered.

Post harvest operations

The Group provides post harvest services to the kiwifruit, avocado,

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

orchard management and lease operations, plus crops from

independent orchard owners.

Retail service operations

The Group provides fruit marketing services in New Zealand and

internationally, particularly in the Australian and Asian markets. This

includes fruit from the Group’s New Zealand based orchard and post

harvest operations. In New Zealand the Group also provides retail and

ripening services for imported fruit produce, and operates a wholesale

market.

Retail service operations include the production and selling of Kiwi

Crush, Kiwi Crushies and avocado oil to the retail sector and hospitals,

along with post harvest services for kiwiberry.

All other segments - New Zealand

This represents the Group’s aggregated administration, grower

services and overhead sections along with insurance proceeds

recorded in the statement of financial performance and impairment

and revaluations of other assets not attributed directly to any other

segment.

Australian operations

The Group owns and operates Australian orchards, provides post

harvest operations and markets the fruit produced from those

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

pears and European pears.

EBITDA and EBIT

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

reflects operating cash flow generation.

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

23SEEKA LIMITED | ANNUAL REPORT 2018
The following table details the operating segments at balance date.

New ZealandAustraliaGroup

New Zealand dollars

Orchard

operations

$000s

Post harvest

operations

$000s

Retail service

operations

$000s

All other

segments

$000s

Australian

operations

$000s

Total

$000s

2018

Income statement

Turnover

1

52,834 123,807 39,853 684 14,861 232,039

Gross segment revenue

53,067 126,652 11,527 684 14,861 206,791

Eliminations

233 2,845 - - - 3,078

Total segment revenue

52,834 123,807 11,527 684 14,861 203,713

EBITDA

2

3,416 32,095 1,632 ( 10,867) ( 59) 26,217

Loss on revaluation of land and buildings

- 4 - - - 4

Depreciation expense

299 6,637 3 851 1,026 8,816

Amortisation of intangibles

- - 731 216 17 964

Impairment of assets

- - - - 300 300

Impairment of intangibles

- - 946 - - 946

EBIT

3

3,117 25,454 ( 48) ( 11,934) ( 1,402) 15,187

Net finance costs

4,549

Tax charge on profit

3,220

Profit after tax

7,418

Balance sheet

Segment assets

35,495 144,475 7,887 6,375 49,202 243,434

Unallocated assets

- - - 26,372 - 26,372

Total assets

35,495 144,475 7,887 32,747 49,202 269,806

Segment liabilities

9,384 44,875 3,983 6,039 38,905 103,186

Unallocated liabilities

- - - 13,244 - 13,244

Total liabilities

9,384 44,875 3,983 19,283 38,905 116,430

2017

Income statement

Turnover

1

48,582 96,700 54,153 699 17,768 217,902

Gross segment revenue

48,582 101,965 24,294 699 16,536 192,076

Eliminations

- 5,262 - - - 5,262

Total segment revenue

48,582 96,703 24,294 699 16,536 186,814

Income from insurance proceeds

- 125 - - - 125

EBITDA

2

6,376 21,958 2,920 ( 10,377) 2,251 23,128

(Gain) on revaluation of land and buildings

- ( 1,396) - - - ( 1,396)

Depreciation expense

547 6,241 13 589 828 8,218

Amortisation of intangibles

- - 305 167 12 484

Impairment of assets

- - - - 102 102

Impairment of intangibles

- - 2,031 - - 2,031

EBIT

3

5,829 17,113 571 ( 11,133) 1,309 13,689

Net finance costs

3,781

Tax charge on profit

4,075

Profit after tax

5,833

Balance sheet

Segment assets

27,794 125,129 4,856 5,074 48,114 210,967

Unallocated assets

- - - 11,056 - 11,056

Total assets

27,794 125,129 4,856 16,130 48,114 222,023

Segment liabilities

16,842 39,027 6,167 6,549 42,850 111,435

Unallocated liabilities

- - - 11,963 - 11,963

Total liabilities

16,842 39,027 6,167 18,512 42,850 123,398

2018 unallocated assets include $24m of assets classified as held for sale. 2018 unallocated liabilities include $13m of deferred tax.

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

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

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

24ANNUAL REPORT 2018 | SEEKA LIMITED
New Zealand dollars

2018

$000s

2017

$000s

Note 2. Turnover

The following table reconciles turnover to revenue.

Turnover

232,039 217,902

Value of sales made as agent

( 28,326) ( 31,088)

Revenue

203,713 186,814

Turnover

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

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

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

New Zealand dollars

2018

$000s

2017

$000s

Note 3. Revenue and other income

Total revenue

203,713 186,814

Other income

Interest

23 -

Gain on sale of investment in shares

300 -

Gain on sale of property held for sale

616 -

Dividend

350 558

Net movement in fair value of irrigation water rights

618 ( 154)

1,907 404

Income from insurance proceeds

- 125

Total other income

1,907 529

Total revenue and other income

205,620 187,343

Accounting policies

Effective 1 January 2018, the Group adopted NZ IFRS 15, Revenue from

Contracts with Customers. Seeka adopted the new standard using the

modified retrospective approach, which means any adjustment to the

prior year would have flown through retained earnings as at 1 January

2018. However, no adjustments were required. Based on the assessment

performed by the Group, the impact of the revised standard on the

Group’s revenue recognition is minimal and no restatement to the prior

year was made. Changes to accounting policy are discussed below.

The Group’s major revenue streams are post harvest operations,

orchard management, retail services and Australian operations.

Post harvest

The Group enters into two standardised post harvest contracts:

–The first has two performance obligations; one to collect the supply

of kiwifruit via picking and transportation, the other being maturity

testing, which is provided as needed. The charges are separated

in the contract. All revenue is recognised when the service is

performed.

–The second has three performance obligations; to pack kiwifruit,

to cool kiwifruit and to sell class 2 fruit to the local market. These

are stand-alone services provided by Seeka. Each performance

obligation has a separate transaction price detailed in the contract

and the obligations are recognised when service are performed;

packing revenue as fruit is packed, cooling revenue as fruit is loaded

out from cool storage, and class 2 as fruit is sold.

Orchard management

The Group enters into two orchard management contracts that are

largely standardised, with the odd customisation made when contracts

are negotiated:

–The first is the management contract which has one performance

obligation; to manage fruit production. Revenue is recognised as

the service is performed, calculated at cost plus an agreed margin

per the contract. The management fee included in the contract is

recognised evenly over the contract's 12 month period. An incentive

fee is only recognised when agreed orchard gate return (OGR)

targets are achieved and an incentive would be receivable.

–The second orchard management contract has one performance

obligation; to collect the supply of kiwifruit. The transaction price is

determined using a forecasted OGR. Revenue is recognised when

crops are picked (in the June half year accounts).

Retail services

The Group enters into three retail service contracts which are

customised to the service being offered (such as ripening or fruit sales):

–The first has one performance obligation; to sell fruit on the owner’s

behalf. For this contract, Seeka is an agent and only collects a

marketer’s commission which is recognised when the fruit is sold.

–The second comprises storage and ripening revenue. Both contain

one performance obligation; to either store or ripen the fruit.

Revenue is recognised as the fruit is being stored or ripened.

25SEEKA LIMITED | ANNUAL REPORT 2018
New Zealand dollarsNotes

2018

$000s

2017

$000s

Note 4. Cost of sales and operating expenses

Operating materials and services

118,469 110,052

Direct employee benefits

41,992 36,651

Operating lease expense

5,821 5,470

(Increase) in fair value of biological assets - crop

11

( 1,242) ( 636)

Total cost of sales

165,040 151,537

Total other employee benefits

6,978 6,741

General administrative expenses

6,250 5,171

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

295 281

Tax compliance and consulting services paid to principal auditors

118 71

Tax pooling services paid to principal auditors

242

Executive remuneration benchmarking paid to principal auditors

17 33

Other advisory services paid to principal auditors relating to the incorporation of Northland subsidiaries

3-

Directors' fees and expenses

450 400

Rent and lease expenses

250 254

(Gain) on sale of property, plant, equipment and investments

- ( 315)

Total other costs

14,363 12,678

Depreciation

9

8,816 8,218

Amortisation

10

964 484

Impairments and revaluations

(Gain) / loss on revaluation of land and buildings

4 ( 236)

(Gain) on revaluation of lease interest in land

- ( 1,160)

Impairment of intangible assets

10

946 2,031

Impairment of property, plant and equipment

9

300 102

Total impairment and revaluation

1,250 737

Interest expense

4,549 3,781

Total expenses

194,982 177,435

–The third is customised with each supplier. The essence of the

contracts remain the same with one performance obligation; to

provide the product ordered. The transaction price is based on the

agreed price (either in writing or verbally) and recognised when the

fruit is sold.

Australia

Australian contracts are maintained by the Australian business. They

are on a one-to-one basis with the fruit purchaser and are largely

standardised. There is one performance obligation; to provide the fruit

to the customer. The transaction price is based on the agreed price

(either in writing or verbally) and recognised when the fruit is sold.

Principal versus agent relationship

A principal relationship is when the performance obligation is to

directly provide the goods or services and Seeka either controls the

asset or has the right to direct the asset. An agency relationship is

when the performance obligation is to arrange the goods or services

and Seeka holds no control. The Group currently has an agency

relationship for the sale of some fruit in retail service operations.

Impact of seasonality

Group revenues are generated from seasonal horticultural operations,

with post harvest revenues recognised as services are provided and

orcharding revenues recognised once the fruit is harvested. Retail

revenues are generated at the point of sale. In New Zealand kiwifruit

are harvested from March to June, avocados from July to February,

and kiwiberries from February to March. In Australia nashi and

European pears are harvested January to March, and kiwifruit from

March to May. As a result of these harvest timings around 80% of

orchard revenues are recognised in the first six months of the financial

year. Due to seasonal fluctuations, the timing of the provision of post

harvest services can vary from year to year, however normally 70% is

recognised in the first six months of the financial year.

Irrigation water rights

Allocation rights are carried at fair value supported by the value of the

traded rights on a recognised exchange or market at measurement

date. Annual water allocation rights are recognised as a current asset

when they are allocated to the Group's permanent water shares from

the first of July each year by the Victorian Water Register, and are

subsequently expensed when the water entitlement is used to irrigate

orchards. Any gain on revaluation is recognised in the statement of

financial performance.

Interest income

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

effective interest method.

Dividend income

Dividend income is recognised when the right to receive payment is

established.

26ANNUAL REPORT 2018 | SEEKA LIMITED
New Zealand dollars

2018

$000s

2017

$000s

Note 5. Reconciliation of net operating surplus after taxation

with cash flows from operating activities

Net operating surplus after taxation

7,418 5,833

Add non cash items:

Depreciation

8,816 8,218

(Gain) / loss on revaluation of land and buildings

4 ( 1,396)

Impairment of intangible assets

946 2,031

Impairment of property, plant and equipment

300 102

Revaluation of employee share scheme

62 133

Movement in deferred tax

( 301) 832

Movement in fair value of biological assets - crop

( 1,242) ( 636)

Movement in onerous leases

- ( 8)

Amortisation of intangible assets

964 484

9,549 9,760

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

Gain on sale of property, plant and equipment

- ( 301)

Gain on sale of property held for sale

( 616) -

Decrease / (increase) in current water allocation account

( 443) 44

Gain on sale of investment in shares

( 300) -

( 1,359) ( 257)

(Increase) / decrease in working capital:

(Decrease) in accounts payable

( 2,723) ( 1,640)

Decrease in accounts receivable / prepayments

621 2,742

Decrease / (increase) in inventory

244 ( 1,419)

Decrease in taxes due

( 1,576) ( 961)

( 3,434) ( 1,278)

Net cash flow from operating activities

12,174 14,058

Accounting policies

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

Accounting policies

Operating expenses are recognised in the statement of financial

performance as incurred, except where future economic benefits arise

and they are recorded as a prepayment.

Operating leases

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

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

All other leases are classified as operating leases.

Operating leases include short term orchard leases. Payments made

under operating leases (net of any incentives received from the lessor)

are charged to the statement of financial performance on a straight

line basis over the period of the lease, except for short term orchard

leases where lease costs are recognised at the same time as other

crop related income and expenses.

Wages and salaries, annual leave and sick leave

Liabilities for wages and salaries, including non-monetary benefits and

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

date, are recognised in other payables in respect of employees'

services up to the reporting date and are measured at the amounts

expected to be paid when the liabilities are settled. Liabilities for non-

accumulating sick leave are recognised when the leave is taken and

measured at the rates paid or payable.

27SEEKA LIMITED | ANNUAL REPORT 2018
New Zealand dollarsNotes

2018

$000s

2017

$000s

Note 6. Income tax expense

a. Current tax expense

Current year

3,761 3,002

Prior period adjustment

6 ( 142)

Total current tax expense

3,767 2,860

Deferred tax expense

7

Origination and reversal of temporary differences

( 579) 203

Prior period adjustment

32 1,012

Total deferred tax expense

( 547) 1,215

Total income tax expense

3,220 4,075

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

Profit before income tax expense

10,638 9,908

Tax at the New Zealand tax rate of 28%

3,848 2,790

Tax at the Australian tax rate of 30%

( 932) ( 17)

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

364 601

Tax exempt income

( 98) ( 156)

Under provision in prior years - temporary differences

38 857

Income tax expense

3,220 4,075

c. Imputation credit account

Imputation credits available for use in subsequent reporting periods

18,586 13,467

The above amounts represent the balance of the imputation account as at the end of the reporting

period, adjusted for:

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

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

reporting date; and

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

reporting date.

d. Current tax (liability) / receivable

Opening balance of current tax (liability)

( 1,404) ( 2,365)

Adjustments for prior periods

( 6) 142

Current year tax

( 2,942) ( 3,002)

Tax losses

( 819) ( 424)

Less tax paid

5,135 4,217

Exchange differences

- 28

Current tax (liability)

( 36) ( 1,404)

Accounting policies

Income tax expense comprises both current and deferred tax and is

recognised in the statement of financial performance.

Current tax is the expected tax payable on the taxable income for the

year, using tax rates enacted or substantively enacted at the reporting

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

Deferred tax is recognised using the balance sheet method, providing

for temporary differences between the tax losses of assets and

liabilities and their carrying amounts in the consolidated financial

statements. Deferred tax is not accounted for if it arises from initial

recognition of an asset or liability in a transaction other than a

business combination and that affects neither accounting or taxable

profit. Differences relating to investments in subsidiaries and jointly

controlled entities are not recognised to the extent that they probably

will not reverse in the foreseeable future.

Deferred tax is measured at the tax rates that are expected to be

applied to the temporary differences when they reverse, based on the

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

A deferred tax asset is recognised to the extent that it is probable that

future taxable profits will be available against which the temporary

differences can be utilised.

28ANNUAL REPORT 2018 | SEEKA LIMITED
Note 7. Deferred tax

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

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

The following table details the offset amounts.

New Zealand dollars

2018

$000s

2017

$000s

Expected settlement:

Within 12 months

( 2,315) ( 1,772)

In excess of 12 months

18,890 17,847

Total deferred tax liability

16,575 16,075

Net deferred tax liabilities:

Opening balance

16,075 13,145

Tax losses

( 819) ( 424)

Acquisition

393-

Exchange differences

( 150) 185

Charged to the statement of financial performance

241 203

Prior period adjustment

32 1,012

Charged to revaluation reserve

842 1,897

(Credited) / debited to hedge reserve

( 39) 57

Closing balance at end of year

16,575 16,075

The balance comprises temporary differences attributable to:

Temporary differences on non-current assets

18,889 17,847

Current liabilities

( 2,066) ( 1,738)

Prepayments and accrued income

2,227 1,743

Losses reclassified as deferred tax

( 2,475) ( 1,777)

Total deferred tax liability

16,575 16,075

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

taxable profits is probable.

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

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

Note 8. Events occurring after balance date

Since balance date Seeka has announced the establishment of the new Grower Loyalty Share Scheme. The scheme will reward loyal New Zealand

growers who supply all their fruit to Seeka over a three-year period. The scheme involves the issue of up to 2.6m shares and making of loans, and

was approved by shareholders on 14 February 2019.

Seeka continues to market the 140 hectares of Northland orchards that were recognised as held for sale at 31 December 2018 (see note 14), with

54 hectares currently under contract. Subject to subdivisions and title changes, these orchards are due to settle between April and December 2019.

29SEEKA LIMITED | ANNUAL REPORT 2018
Assets

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

add new income streams and generate revenues. Assets include post harvest facilities, retail service facilities, and software. Assets

also include Group-owned land, vines, trees and crop on Group-owned and leased orchards, the Group's interest in water shares, along

with goodwill and supplier contracts arising from Group acquisitions.

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

New Zealand dollars

Land and

buildings

$000s

Plant and

equipment

$000s

Motor

vehicles

$000s

Bearer

plants

$000s

Assets under

construction

$000s

Total

$000s

Note 9. Property, plant and

equipment

At 1 January 2017

Cost or valuation

88,099 83,154 1,510 6,860 14,063 193,686

Accumulated depreciation and impairment

( 4,723) ( 52,956) ( 558) ( 960) - ( 59,197)

Net book amount

83,376 30,198 952 5,900 14,063 134,489

Year ended 31 December 2017

Opening net book amount

83,376 30,198 952 5,900 14,063 134,489

Reclassification of asset classes

( 472) 600 ( 436) 243 65 -

Additions and transfers

16,952 13,447 - 1,878 ( 10,861) 21,416

Depreciation recovery

- 57 - - - 57

Depreciation

( 3,022) ( 4,653) ( 92) ( 451) - ( 8,218)

Disposals

( 5) 467 ( 12) - - 450

Impairment of property, plant and equipment

- - - ( 70) ( 32) ( 102)

Revaluation

6,000 - - - - 6,000

Foreign exchange

636 243 9 275 116 1,279

Closing net book amount

103,465 40,359 421 7,775 3,351 155,371

At 1 January 2018

Cost or valuation

106,321 88,909 800 9,258 3,383 208,671

Accumulated depreciation and impairment

( 2,856) ( 48,550) ( 379) ( 1,483) ( 32) ( 53,300)

Net book amount

103,465 40,359 421 7,775 3,351 155,371

Year ended 31 December 2018

Opening net book amount

103,465 40,359 421 7,775 3,351 155,371

Reclassification of asset classes

136 ( 14) ( 122) - - -

Additions and transfers

8,222 6,844 91 2,193 15,594 32,944

Depreciation recovery

- 159 - - - 159

Depreciation

( 3,434) ( 4,995) ( 96) ( 291) - ( 8,816)

Disposals

- ( 355) ( 27) - ( 7) ( 389)

Impairment of property, plant and equipment

- - - ( 108) ( 192) ( 300)

Revaluation

2,335 - - - - 2,335

Foreign exchange

( 651) ( 272) ( 6) ( 203) ( 97) ( 1,229)

Closing net book amount

110,073 41,726 261 9,366 18,649 180,075

At 31 December 2018

Cost or valuation

116,364 95,146 736 11,223 18,868 242,337

Accumulated depreciation and impairment

( 6,291) ( 53,420) ( 475) ( 1,857) ( 219) ( 62,262)

Net book amount

110,073 41,726 261 9,366 18,649 180,075

30ANNUAL REPORT 2018 | SEEKA LIMITED
Land and buildings

The following table details the gain on revaluation of land and buildings recognised in the revaluation reserve, net of tax of $2.09m (Dec 2017 - $3.98m).

New Zealand dollars

Land

$000s

Buildings

$000s

Total

$000s

Land and buildings revaluation reserve

1,455 637 2,092

As a consequence of the building revaluations conducted in December 2018, $1.66m (Dec 2017 - $3.04m) of accumulated depreciation was

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

The following table details the depreciated value of land and buildings if they were to be stated on a historical cost basis.

New Zealand dollars

2018

$000s

2017

$000s

Cost

131,658 123,436

Accumulated depreciation

( 29,764) ( 25,501)

Depreciated historical cost

101,894 97,935

Net book amount

110,073 103,465

Impairment

During the year the Group replaced some of its Australian bearer plants as a result of the Psa disease being identified on new grafts. This resulted

in an impairment and the write off of the carrying value of bearer plants replaced by $0.30m which was recognised in the statement of financial

performance. For the year ended 31 December 2017, $0.10m was impaired as part of a plant and crop renewal plan.

Accounting policies

Bearer plants

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

avocado and other fruiting trees on Group-owned and leased land.

Bearer plants are stated at historical cost less depreciation. Historical

cost includes all costs incurred to purchase or establish the asset.

Land and buildings

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

least triennial valuations by independent valuers, plus any subsequent

improvements at cost, less subsequent depreciation for buildings. At

each annual balance date, approximately one third of assets classified as

land and buildings are revalued and those valuations are used to assess

the appropriateness of the carrying values of all land and building assets

held by the Group, which effectively revalues all land and buildings

annually. Revaluations are performed more frequently if changing

industry conditions may cause their carrying value to differ significantly

from fair value. Any accumulated depreciation at the date of revaluation

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

amount is restated to the revalued amount of the asset.

Changes in the carrying amounts arising on revaluation of land and

buildings are accounted through comprehensive income and other

reserves, except where an asset's fair value is less than the original cost,

in which case the change is recognised in the statement of financial

performance.

Property, plant and equipment

All other property, plant and equipment are stated at historical

cost less depreciation. Historical cost includes all costs incurred to

purchase the asset.

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

or recognised as a separate asset, as appropriate, only when it is

probable that future economic benefits associated with the item will

flow to the Group and the cost of the item can be measured reliably.

All other repairs and maintenance are charged to the statement of

financial performance during the financial period in which they are

incurred.

Impairment of assets are recognised in the statement of financial

performance.

Land and buildings are revalued to their estimated market value on a

three-year rolling cycle (excluding assets under construction), plus

any subsequent additions at cost, less subsequent depreciation for

buildings. In New Zealand valuations are undertaken by TelferYoung

Valuers, ANZIV, independent registered valuer.


In Australia valuations are undertaken by Goulburn Valley Property

Services, independent valuers, Shepparton, Victoria. Australia land

and buildings were revalued at 31 December 2017. No independent

valuation was completed at 31 December 2018 as there were no

indicators the value of the land and buildings had materially changed.

Valuations are undertaken by the independent valuers using inherently

subjective techniques that include estimations.

The valuers consider four different approaches in concert to arrive at

a fair value;

1.    Direct replacement cost - adds the value of the land to the

replacement cost of the buildings and other improvements based

on the current cost of construction less depreciation based on the

age of the building with an allowance for physical depreciation.

Specific consideration is given to the 'optimised depreciated

replacement cost' methodology.

2.   Sales comparison - considers sales of other comparable properties.

3.  Capitalisation of rentals - assumes a hypothetical lease of the

property with a current market rental being established and

capitalising this at an appropriate rate of return (8.5% – 10.75%)

that would be expected by a prudent investor.

4.   Discounted cash flow - a variation of the investment method

whereby it takes the current market rental calculated under the

investment method and forecasts net cash flows over a ten-year

period. Cash flows are adjusted for expected growth in market

rentals and estimated costs incurred to maintain land and buildings

in operational use. This method assumes land and buildings are

sold in the terminal year (year 11).

The net book value of land is $20.3m (Dec 2017 - $17.8m) and

buildings is $89.8m (Dec 2017 - $85.7m) (see note 29).

31SEEKA LIMITED | ANNUAL REPORT 2018
Depreciation

Land is not depreciated. Depreciation on other assets is calculated

using the straight line or diminishing value method to allocate their

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

estimated useful lives. The depreciation of bearer plants on leased

land orchards is aligned to the term of the lease.

The estimated useful lives of assets are as follows:

– Buildings: 20 - 50 years

– Machinery: 10 - 20 years

– Vehicles: 4 - 7 years

– Furniture, fittings and equipment: 3 - 10 years

– Bearer plants: 5 - 50 years

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

appropriate, at balance date.

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

recoverable amount.

Gains and losses on disposals are determined by comparing proceeds

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

statement of financial performance. When revalued assets are sold, the

amounts included in the revaluation reserve in respect of those assets

is transferred to retained earnings.

New Zealand dollars

Software

$000s

Goodwill

$000s

Water

shares

$000s

Supplier

contract

$000s

Interest in

leased land

$000s

Other

intangibles

$000s

Total

$000s

Note 10. Intangible assets

At 1 January 2017

Cost

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

Accumulated amortisation and impairment

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

Net book amount

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

Year ended 31 December 2017

Opening net book amount

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

Additions

164 689 - - - 853

Disposals

- - - - - ( 105) ( 105)

Revaluation

- - 1,393 - - - 1,393

Reversal of impairment

- - - - 1,262 - 1,262

Impairment

- ( 2,031) - - - - ( 2,031)

Exchange differences

1 340 222 - - - 563

Amortisation

( 147) - - ( 305) ( 32) - ( 484)

Closing net book amount

420 7,851 6,150 731 1,575 - 16,727

At 1 January 2018

Cost

2,517 9,882 6,150 1,877 2,030 - 22,456

Accumulated amortisation and impairment

( 2,097) ( 2,031) - ( 1,146) ( 455) - ( 5,729)

Net book amount

420 7,851 6,150 731 1,575 - 16,727

Year ended 31 December 2018

Opening net book amount

420 7,851 6,150 731 1,575 - 16,727

Additions

583 - - - - 1,662 2,245

Additions from business combination

- 1,220 - - - - 1,220

Revaluation

- - 1,981 - - - 1,981

Impairment

- ( 946) - - - - ( 946)

Exchange differences

( 3) ( 278) ( 273) - - - ( 554)

Amortisation

( 201) - - ( 731) ( 32) - ( 964)

Closing net book amount

799 7,847 7,858 - 1,543 1,662 19,709

At 31 December 2018

Cost

3,097 10,824 7,858 1,877 2,030 1,662 27,348

Accumulated amortisation and impairment

( 2,298) ( 2,977) - ( 1,877) ( 487) - ( 7,639)

Net book amount

799 7,847 7,858 - 1,543 1,662 19,709

Other intangibles are SunGold kiwifruit licences purchased from Zespri

Limited on 1 May 2018. The licences give Seeka the right to plant this

gold kiwifruit variety and were purchased with the intention of using

them on the orchards purchased in Northland and not yet settled to

Seeka's ownership (see note 18). Amortisation was not applied to the

licences as they will be classified as held for sale with the Northland

orchards once Seeka obtains property title.

The software amortisation period is four to five years and the remaining

amortisation period for the interest in leased land is from 32 to 90 years.

The Group's interest in leased land occupied, or held for future

development, arose on the acquisition of Huka Pak and is the

difference in the value of the lease terms to relative market terms.

32ANNUAL REPORT 2018 | SEEKA LIMITED
The following table details the key assumptions used for value-in-use calculations and the recoverable amount in 2018.

Cash generating unit

within the business

Carrying

amount

$000s

Discount

rate

Revenue

growth rate

1-5 years

Terminal

growth rate

Goodwill

GlassfieldsRetail services segment

433 10.10%4.0% - 5.0%2.0%

Kiwi CrushRetail services segment

244 10.90%2.0% - 4.0%2.0%

Seeka Australia Pty LimitedAustralian operations

5,950 9.85%3.0% - 9.0%2.0%

Seeka Australia Pty Limited revenue growth reflects an expected improvement in future production yields, cost containment strategies and an

increase in market share in better quality product varieties.

The following table details how water shares would be stated on the historical cost basis.

New Zealand dollars

2018

$000s

2017

$000s

Cost

4,535 4,535

Amortised cost

4,535 4,535

Net book amount

7,858 6,150

Accounting policies

Intangible assets

Assets with a finite useful life are subject to depreciation and

amortisation and reviewed for impairment whenever events or

changes in circumstances indicate that the carrying amount may

not be recoverable. Intangible assets that have an indefinite life

are not subject to amortisation and are tested at least annually

for impairment, with impairment losses recognised when the

carrying amount exceeds the recoverable amount. When assessing

impairment, assets are grouped at the lowest identifiable unit able to

generate cash flow.

Software

Acquired computer software licences are capitalised on the basis of

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

Internally developed computer software is capitalised when it enters

the development phase per NZ IAS 38 on the basis of costs incurred to

develop and test the software for use. Intangible assets are amortised

over their estimated useful life (typically three to five years).

Goodwill

Goodwill represents the excess of the cost of an acquisition over the

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

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

acquisition of a business is included in intangible assets. Goodwill on

acquisition of an associate is included in investments in associates.

Goodwill acquired in business combinations is not amortised. Instead,

goodwill is tested for impairment annually, or more frequently if

deemed prudent, with goodwill carried at cost less accumulated

impairment losses. Gains and losses on the disposal of an entity

include the carrying amount of goodwill relating to that entity.

Supplier contracts

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

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

expense is charged to the statement of financial performance.

Lease interest in land

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

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

for impairment on a triennial basis along with land and buildings when

impairment indicators exist.

Water shares

The Group records permanent water shares at fair value based on the

market price at balance date. The shares are fully tradeable, have an

indefinite life and are not amortised.

Other intangibles

Other intangibles subject to amortisation will be amortised over the

life of the asset on a straight line basis. The expense is charged to the

statement of financial performance.

Water shares are an integral part of land and irrigation infrastructure

required to grow pears, kiwifruit and other annual crops in Australia

and are carried at fair value based on the closing water share market

price. The movement in the fair value is recognised in the statement of

other comprehensive income.

Impairment tests for goodwill

The Board reviews business performance based on operating

segments and monitors goodwill at the operating segment level in

accordance with the policy below. Goodwill represents the Group's

retail services acquired with Glassfields, the acquisition of Seeka

Australia (Pty) Limited and the acquisition of the Kiwi Crush and Kiwi

Crushies product ranges.

The recoverable amount is based on the net present value of the

five-year after-tax cash flow projection, with a terminal value beyond

five years. Cash flows beyond the five year period are extrapolated

using estimated growth rates and discount rates stated below. The

assumptions used for the analysis of the net present value of forecast

gross margin for the cash generating unit, is determined based on

past performance and the Board's expectations of future market

development.

Following a major customer moving to their own direct supply of

bananas in 2018, the Board reassessed the useful life remaining on

the intangible asset associated with the contract. The useful life was

reduced from 6 years to 4 years and with no remaining term to run the

supplier contract intangible asset is now fully amortised. Further, the

Board reviewed the latest forecasts and further impaired the carrying

value of the goodwill associated with the Glassfield's banana business

by $0.95m. The remaining goodwill recognised as an intangible asset

on the balance sheet is $0.43m. In December 2017 the Board impaired

$2.03m of goodwill in relation to these operations.

During the year $1.2m of goodwill was recognised from the acquisition

of the Kerikeri post harvest facility (see note 18). Management assessed

that there were no indicators of impairment as at 31 December 2018.

No other impairment arose in the current year.

33SEEKA LIMITED | ANNUAL REPORT 2018
Note 11. Biological assets - crop

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

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

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

The following table reconciles beginning balances to end balances for biological assets crop measured at fair value defined as level 3 in note 29.

New Zealand dollars

2018

$000s

2017

$000s

Carrying amount at beginning of period

16,682 16,046

Crop harvested during the period

Fair value movement from the beginning of the period to point of harvest

20,000 20,903

Fair value when harvested

( 36,682) ( 36,949)

Crop growing on bearer plants at end of period

Crop where cost is deemed fair value

17,745 16,470

Crop at fair value

179 212

Carrying value at end of period

17,924 16,682

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

New Zealand dollars

2018

$000s

2017

$000s

Movement in carrying amount

1,491 346

Exchange differences

( 249) 290

Net fair value movement in crop

1,242 636

The following table details the classification of biological assets - crop.

New Zealand dollars

2018

$000s

2017

$000s

Australia - all varieties

5,020 5,918

New Zealand - kiwifruit crop

12,775 10,656

New Zealand - avocado crop

129 108

Carrying value at end of period

17,924 16,682

Crop where cost is deemed fair value

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

such costs are deemed fair value (note 29).

During the year $0.50m of development costs were expensed due to the effect of Psa on recently grafted crops on producing orchards in

Australia. This is reflected in the change in the fair value of the biological asset.

Accounting policies

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

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

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

are considered recoverable). When costs are not considered recoverable they are expensed in the statement of financial performance.

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

The estimated market return less selling cost is established by reference to current and expected sales returns when available. When market data

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

34ANNUAL REPORT 2018 | SEEKA LIMITED
Working capital

This section focuses on how the Group manages inventories, accounts receivable and accounts payable to ensure an appropriate

level of working capital is available to operate the business, deliver benefits to stakeholders and generate revenues.

New Zealand dollars

2018

$000s

2017

$000s

Note 12. Trade and other receivables

Current trade receivables (net of provision for doubtful debts)

9,149 10,217

Prepayments

1,115 932

GST refund due

495 379

Accrued income and other sundry receivables

7,606 5,873

Current trade and other receivables

18,365 17,401

Non current trade receivables

1,059 1,066

Non current prepayments

1,400 -

Non current trade and other receivables

2,459 1,066

Total receivables

20,824 18,467

Non current prepayments include deposits of $1.4m paid for avocado trees not yet received (Dec 2017 - nil). Accrued income includes $1.7m accrued

for the sale settlement of one Northland orchard (Dec 2017 - nil).

Within current trade receivables, $1.12m are past due (Dec 2017 - $1.10m), of which 2.03% are more than 90 days (Dec 2017 - 3.5%). Non-current

trade receivables are considered recoverable and relate to debtors secued against crop supply commitments with repayment terms of up to five years.

A provision for doubtful debts amounting to $0.50m has been recognised in the accounts (Dec 2017 - $0.61m).

Accounting policies

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

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

to be uncollectible are written off. A provision for doubtful receivables is established when the assessment under IFRS 9 deems a provision is

required (see note 28).

New Zealand dollars

2018

$000s

2017

$000s

Note 13. Inventories

Total packaging at cost

2,989 2,549

Other inventories at cost

1,575 2,259

Total inventories

4,564 4,808

In the current year, $27.56m (Dec 2017 - $21.98m) of packaging inventory costs were expensed to cost of sales in the statement of financial

performance.

Accounting policies

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

materials and direct labour, and are assigned to individual items of inventory on the basis of weighted average cost. Net realisable value is the

estimated selling price less estimated costs of completion and sales costs.

35SEEKA LIMITED | ANNUAL REPORT 2018
New Zealand dollars

2018

$000s

Note 14. Assets classified as held for sale

Northland orchards including kiwifruit licences

24,197

Total property held for sale

24,197

At 31 December 2018 five orchards owned by Seeka were classified as held for sale. Three of these properties were purchased as part of the

business combination detailed in note 18 and will be sold with $3.99m of SunGold kiwifruit licences. All five properties covering 140 hectares were

marketed for sale with 54 hectares having conditional sale agreements for all or part of the titles purchased (see note 8).

New Zealand dollars

2018

$000s

2017

$000s

Note 15. Trade and other payables

Trade payables

4,931 3,472

Accrued expenses

9,239 12,363

Employee expenses

4,869 4,212

Other payables

113 234

Total trade and other payables

19,152 20,281

Trade payables include $1.6m for capital work in progress (Dec 2017 - nil).

Accounting policies

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

then recognised at amortised cost using the effective interest method.

36ANNUAL REPORT 2018 | SEEKA LIMITED
Funding

This section focuses on how the Group manages its capital structure to protect shareholder value while funding operations that deliver

benefits to stakeholders and grow shareholder returns.

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

Company’s share capital include shares issued under the dividend reinvestment plan and employee share scheme.

New Zealand dollars

2018

$000s

2017

$000s

Note 16. Interest bearing liabilities

Current secured

Bank borrowings

21,039 10,827

Total current interest bearing liabilities

21,039 10,827

Non current secured

Non current portion of term liabilities

59,361 74,683

Total non-current interest bearing liabilities

59,361 74,683

Analysis of movements in borrowings:

At 1 January 2018

85,510

Cash flow - additional borrowings

62,249

Cash flow - repayment of borrowings

( 66,526)

Exchange differences

( 833)

At 31 December 2018

80,400

The Group’s total facilities of $142.1m (Dec 2017 - $116.2m) comprise a multi-option credit facility of $61.5m (Dec 2017 - $31.0m) and term loans

of $80.6m (Dec 2017 - $85.2m).

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

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

normal course of business.

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

Balance due

$000sInterest rateMaturity

Term loans as at 31 December 2018

AUD $17m

17,857 4.19%30 September 2021

AUD $10m

10,504 4.15%30 September 2021

NZD $21m

12,302 4.27%31 October 2019

NZD $12m

12,000 4.07%30 April 2020

NZD $10m

10,000 3.96%30 September 2021

NZD $9m

9,000 3.96%30 September 2021

Term loans as at 31 December 2017

AUD $17m

18,690 3.46%30 April 2019

AUD $10m

10,993 3.59%28 February 2019

NZD $16.5m

16,500 3.19%30 April 2019

NZD $10m

10,000 3.59%30 April 2019

NZD $20m

9,500 3.28%30 April 2019

NZD $9m

9,000 3.59%30 April 2019

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

Assets pledged as security

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

portion of the loans from exposure to changing interest rates via the use of derivatives. See note 30.

37SEEKA LIMITED | ANNUAL REPORT 2018
Accounting policies

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

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

When the loan will probably remain undrawn, any loan fee paid is capitalised as a pre-payment for liquidity services and amortised over the period of

the facility.

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

balance date.

Shares

2018

Shares

2017

Shares

Note 17. Share capital

Authorised and issued share capital

Ordinary shares - fully paid and no par value:

Opening balance

17,521,279 17,458,652

Shares issued under:

Rights Issue

11,726,988 -

Dividend reinvestment programme

69,203 62,627

Total shares issued

29,317,470 17,521,279

Ordinary shares - classified as follows:

Held by ordinary shareholders

28,826,954 17,085,479

Held by Seeka Employee Share Plan Trustees

490,516 435,800

Total shares issued

29,317,470 17,521,279

New Zealand dollars

2018

$000s

2017

$000s

Movements in ordinary paid up share capital:

Opening balance of ordinary shares

47,811 47,482

Issues of ordinary shares during the year

432 329

Rights issue

49,840 -

Less: Transaction costs arising on rights issue

( 1,971) -

Closing balance of ordinary share capital

96,112 47,811

Movements in treasury share capital:

Opening balance of ordinary shares

1,616 2,532

Employee share scheme receipts

( 219) ( 916)

Employee share scheme issue of new shares

309 -

Closing balance of shares held as treasury capital

1,706 1,616

Net share capital

94,406 46,195

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

paid shares held.

Rights issue

On 12 November 2018 the Group invited its shareholders to subscribe to a rights issue of 11,726,988 ordinary shares at an issue price of $4.25 per

share on the basis of 1 share for every 1.5 fully or partly paid ordinary shares held, with such shares to be issued on, and rank for dividends after, 7

December 2018. The issue was fully subscribed.

38ANNUAL REPORT 2018 | SEEKA LIMITED
Note 18. Business combination

Summary of acquisition

During the period to 31 December 2018 the Group purchased Kerikeri-based kiwifruit orchards, packhouse facilities and related assets and

liabilities representing the kiwifruit business previously owned by T&G Global Limited. The transaction was completed in two stages. The first

stage was the purchase of the packhouse facilities and related assets on 30 April 2018. The second stage was the purchase of the orchards from

30 June 2018. One orchard remains subject to subdivision and was not settled at 31 December 2018. This orchard shall remain at the risk of T&G

Global Limited until the relevant individual titles are issued and they provide the relevant settlement notice (see note 26).

New Zealand dollars

2018

$000s

Stage 1 - 30 April 2018

Land and buildings

6,603

Property, plant and equipment

775

Inventory

553

Zespri shares

1,975

Prepayments

1

Employee benefits balance

( 264)

Deferred tax

( 393)

Goodwill

1,220

Total purchase consideration

10,470

Stage 2 - 30 June 2018

Orchards purchased

21,840

Total purchase consideration

21,840

Total business combination

32,310

The goodwill is allocated to the post harvest segment and the goodwill is attributable to the post harvest operation's strong position and

profitability in trading in the Northland market and synergies expected to arise after adding an additional packhouse to Seeka's operations. The

goodwill is not expected to be impaired in the foreseable future. None of the goodwill is expected to be deductible for tax purposes. Acquisition-

related costs of $0.41m are included in administrative expenses.

Seeka purchased the orchards with the intention to market the Northland land holding for sale with supply commitments for fruit packing to Seeka

as it focussed on refurbishing the post harvest facility. Refer to note 14 for details on orchards held for sale.

20182017

Note 19. Earnings and net tangible assets per share

Basic earnings per share

Profit attributable to equity holders of the Company ($000s)

7,418 5,833

Weighted average number of ordinary shares in issue (thousands)

19,901 18,452

Basic earnings per share

$0.37 $0.32

Diluted earnings per share

Profit attributable to equity holders of the Company ($000s)

7,418 5,833

Weighted average number of ordinary shares in issue plus employee share scheme (thousands)

20,391 18,888

Diluted earnings per share

$0.36 $0.31

Net tangible assets per share

Net tangible assets ($000s)

145,528 90,774

Total ordinary shares issued at the end of the period (thousands)

29,317 17,521

Net tangible asset per share

$4.96 $5.18

Accounting policies

Ordinary shares are classified as equity.

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

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

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

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

39SEEKA LIMITED | ANNUAL REPORT 2018
The calculation for both 2018 and 2017 earnings per share has been adjusted for the rights issue carried out in November 2018. As a result of the

capital raise, a bonus element is applied to the calculation of the weighted average number of ordinary shares and 2017 figures are required to be

restated to ensure the results are comparable.

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of

ordinary shares outstanding during the period, adjusted for bonus elements in ordinary shares issued during the period.

Diluted earnings per share

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

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

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

Net tangible asset per share

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

New Zealand dollars

2018

$000s

2017

$000s

Note 20. Retained earnings and reserves

Reserves

Cash flow hedge reserve

( 194) ( 94)

Investment in shares revaluation reserve

246 6,080

Water share revaluation reserve

2,374 976

Land and buildings revaluation reserve

16,442 14,350

Foreign currency translation reserve

( 172) ( 220)

Foreign currency revaluation reserve

( 108) 265

Share based payment reserve

159 99

Total reserves

18,747 21,456

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

The investment in shares reserve is used to record increases and decreases on the revaluation of Seeka's investment in shares.

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

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

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

is partially disposed of or sold.

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

currencies.

Retained earnings

The following table details movements in retained earnings.

New Zealand dollars

2018

$000s

2017

$000s

Balance at 1 January

30,974 27,865

Net profit for the year

7,418 5,833

Dividends paid

( 4,273) ( 3,519)

Release of share-based payments

- 318

Foreign exchange movement

- 2

Realisation of investment in shares reserve

6,104 -

Realisation of land and buildings reserve

- 475

Balance at 31 December

40,223 30,974

Share based payment reserve

The Group operates an equity-settled, share-based compensation plan established in 2016.

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

Limited) are also directors of Seeka.

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

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

vesting period the employee has an option to settle any outstanding debt on the shares and have the shares transferred to them. Alternatively the

employee can elect not to have the shares transferred to them and any outstanding debt will be forgiven and the shares sold by the trustees.

40ANNUAL REPORT 2018 | SEEKA LIMITED
The following table details movement in the employee share entitlement reserve.

New Zealand dollars

2018

$000s

2017

$000s

Balance at 1 January

99 284

Movement in employee share entitlement reserve

60 ( 185)

Balance 31 December

159 99

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

was 490,516 (Dec 2017 - 435,800), representing 1.67% (Dec 2017 - 2.51%) of the shares of the Company on issue at that date.

Included in the number of shares are 75,800 shares that vested under the 2014 scheme that employees took the option to pay off over two years

on an interest bearing loan. Final payments are due May 2019.

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

The shares held by the employee share scheme carry the same voting rights as other issued ordinary shares. While monies are owed on the

shares they remain with the trustee.

The options element of the scheme is valued using a Black Scholes pricing model on the grant date, which is the date the shares are first issued to

the trust. Volatility is forecasted into the model as the Company has a small market capitalisation with minimal trading.

The following table details inputs to the Black Scholes pricing model, used to value the cost of the share scheme to the Group

Inputs into the model

20 May

2016

Shares issued

398,100

Grant date share price

$3.88

Exercise price

$3.88

Expected life (interest free loan period)

3 years

Maximum loan period

5 years

Time to vest

3 years

Employee exit rate pre-vesting (% per year)

8.00%

Expected volatility (% per year)

10.00%

Risk-free interest rate

3.14%

Dividend yield

6.83%

Value of option

$0.47

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

Grant dateExpiry date

Fair value at

grant date

Exercise

price

1 January

shares

Issued

shares

Relinquished

shares

Exercised

shares

31 December

shares

20 May 201620 May 2019

$0.47$3.88354,90072,716-( 12,900)414,716

Weighted average exercise price

$3.88$4.25$3.95

Weighted average contractual life (years)

3.00 3.00

During the year 72,716 shares were issued under the rights issue for shares held in the employee share scheme.

41SEEKA LIMITED | ANNUAL REPORT 2018
Accounting policies

The fair value of the employee services received in exchange for

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

of financial performance with a corresponding increase in the share

based payment reserve. The fair value is determined by reference

to the fair value of the options granted, calculated using the Black

Scholes pricing model, excluding the impact of any non-market vesting

conditions (for example, profitability and sales growth targets).

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

shares is transferred to retained earnings.

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

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

calculation of the Company's shares during the period prior to issue.

The Employee Share Scheme (ESS) cannot be issued with further

shares if that issue would result in the ESS having an interest of more

than 5% of the Company’s issued capital.

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

trust. Dividends paid on the shares are applied towards repaying the

debt between the ESS and the Group on behalf of the employee.

Proceeds received along with any employee contributions are credited

to share capital when payment for the shares is received.

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

employees. Annually the Group reviews the scheme and decides upon

the allocation of further shares and the price at which those shares will

be issued to the ESS. Trustees of ESS are appointed for an unspecified

term and may be removed by the Company at any time.

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

ordinary shares.

Dividends paid

2018

$000s

2018

Per share

2017

$000s

2017

Per share

Note 21. Dividends

24 March 2017

- - 1,758 $0.10

22 September 2017

- - 1,761 $0.10

23 March 2018

2,118 $0.12 - -

21 September 2018

2,155 $0.12 - -

Total dividend paid

4,273 3,519

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

reinvestment plan. Cash dividend payment was $3.64m (Dec 2017 - $3.19m).

On 21 February 2019, the directors declared a fully-imputed dividend of $0.12 per share. The dividend will be paid 22 March 2019 to those

shareholders on the register at 5pm on 15 March 2019. The dividend reinvestment plan will apply to the dividend.

Accounting policies

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

42ANNUAL REPORT 2018 | SEEKA LIMITED
Investments

This section focuses on how the Group invests in businesses to support Seeka’s core kiwifruit operations, realise synergies along the

produce supply chain and grow Seeka’s product base and geographical reach. The Board manages business investments to strengthen

the benefits delivered to stakeholders and grow shareholder returns.

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

New Zealand dollars

2018

$000s

2017

$000s

Note 22. Investment in shares

Balance at the beginning of the year

7,428 2,287

Sale of investment

( 6,842) -

Purchase of investment

- 1,000

Revaluation recognised in equity

- 4,141

Balance at end of year

586 7,428

Listed equity securities designated at fair value through other comprehensive income

Zespri Group Limited

- 5,842

Total financial assets at fair value through other comprehensive income

- 5,842

Unlisted securities designated at fair value through profit and loss

Rising Sun Orchards Limited

- 1,000

Blackburn General Partner Limited

100 100

Ravensdown Fertiliser Co-operative Limited

238 238

Ballance Agri Nutrients Limited

225 225

Other share holdings

23 23

Total financial assets at fair value through profit or loss

586 1,586

Total investment in shares

586 7,428

The following table reconciles beginning balances to end balances for unlisted securities measured at fair value defined as level 3 in note 29.

New Zealand dollars

Unlisted

equity

securities

Level 3

$000s

Balance at 1 January 2018

1,586

Shares sold

( 1,000)

Balance at 31 December 2018

586

Zespri share sale

In September 2018 the group sold all their shares held in Zespri. The shares were valued at $5.842m at the time of sale, with a gain of $270k

being recognised in other comprehensive income during the year. When the Group adopted NZ IFRS 9 at 1 January 2018, the investment in Zespri

shares was designated as fair value through other comprehensive income.

Shares in Rising Sun Orchards Limited

In October 2017 the Group purchased a 16.67% share in Rising Sun Orchards Limited; a company that purchased and operates a 28 canopy

hectare avocado orchard in Houhora, Northland, New Zealand. These shares were sold December 2018 and a gain of $300k was recognised

during the year (see note 3).

Accounting policies

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

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

current fair value. The carrying amount of all unlisted securities have been reviewed at balance date and any impairment is recognised through the

statement of comprehensive income to the extent of any related reserve available and then through the statement of financial performance.

43SEEKA LIMITED | ANNUAL REPORT 2018
Name of entity

Country of

incorporation

Class of

shares

Equity holding

31 December

2018

Equity holding

31 December

2017

Note 23. Principal subsidiaries

The consolidated financial statements incorporate the assets,

liabilities and results of the following subsidiaries.

Trading subsidiaries

Avofresh LimitedNew ZealandOrdinary

100%100%

Delicious Nutritious Food Company LimitedNew ZealandOrdinary

100%100%

Integrated Fruit Supply & Logistics LimitedNew ZealandOrdinary

100%100%

Kiwi Coast Growers (Te Puke) LimitedNew ZealandOrdinary

100%100%

Little Haven Holdings Pty LimitedAustraliaOrdinary

100%100%

Seeka Australia (Pty) LimitedAustraliaOrdinary

100%100%

Seeka Te Puke LimitedNew ZealandOrdinary

100%100%

Not-trading subsidiaries

Eleos LimitedNew ZealandOrdinary

100%100%

Enviro Gro LimitedNew ZealandOrdinary

100%100%

Glassfields (NZ) LimitedNew ZealandOrdinary

100%100%

Guaranteed Sweet New Zealand LimitedNew ZealandOrdinary

100%100%

Kiwifruit Vine Protection Company LimitedNew ZealandOrdinary

100%100%

Northland Horticulture GP LimitedNew ZealandOrdinary

100%-

Nutritious Delicious Food Company LimitedNew ZealandOrdinary

100%100%

Seeka Dairy Ventures LimitedNew ZealandOrdinary

100%100%

Seeka Fresh LimitedNew ZealandOrdinary

100%100%

Seeka Pollen Australia (Pty) LimitedAustraliaOrdinary

100%100%

Name of entity

Country of

incorporation

Business

activity

Equity holding

31 December

2018

Equity holding

31 December

2017

Note 24. Investment in associates

The following table details the Group's principal associates.

Kiwifruit Supply Research LimitedNew ZealandNot trading

20%20%

Tauranga Kiwifruit Logistics LimitedNew ZealandPort service

20%20%

Accounting policies

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

rights in the entity.

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

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

investment in the statement of financial position.

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

44ANNUAL REPORT 2018 | SEEKA LIMITED
Other notes

This section contains all other note disclosures about the Group.

Note 25. Contingencies

There are no contingent liabilities as at 31 December 2018 (Dec 2017 - nil).

Note 26. Commitments

a. Capital commitments

The Group has entered into capital expenditure contracts totalling $30.2m which are still in progress at year end. As at 31 December the Group is

committed to incur further capital expenditure of $16.24m (Dec 2017 - $6.7m).

New Zealand dollars

Project total

$000s

Spend to

31 Dec 2018

$000s

Commitment

$000s

Oakside grader and coolstore development

18,560( 4,960) 13,600

Kerikeri grader, packhouse and coolstore develoment

11,220 ( 8,660) 2,560

VLS

420( 340)80

30,200 ( 13,960) 16,240

The Group is also committed to the purchase of $9.8m for Northland orchards which have not settled, see note 18.

b. Lease commitments

Operating leases

Under operating leases the Group has the following commitments.

1. Orchard leases - land and bearer plants

At balance date, 122 orchards (Dec 2017 - 102) are leased by the Group with terms ranging from one to three years. Orchard leases are non-

cancellable with lease payments typically determined by total orchard gate returns.

Some orchards also have a fixed lease element to their lease payment.

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

New Zealand dollars

2018

$000s

2017

$000s

Within one year

90 89

Later than one year but not later than five years

110 90

200 179

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

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

2. Orchard land leases - land only

The Group leases 72 hectares (Dec 2017 - 84 hectares) of bare land on which it has developed kiwifruit and avocado orchards. Leases are for

periods up to 20 years at the end of which the land, structures and vines revert back to the lessor.

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

New Zealand dollars

2018

$000s

2017

$000s

Within one year

486 181

Later than one year but not later than five years

1,527 504

Later than five years

1,783 557

3,796 1,242

3. Land and buildings

The Group leases land and buildings for a number of its post harvest facilities. Lease terms are typically from three to six years, but can be up to 99 year terms.

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

New Zealand dollars

2018

$000s

2017

$000s

Within one year

4,414 3,518

Later than one year but not later than five years

12,151 10,714

Later than five years

63,040 69,059

79,605 83,291

45SEEKA LIMITED | ANNUAL REPORT 2018
4. Equipment and vehicles

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

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

New Zealand dollars

2018

$000s

2017

$000s

Within one year

1,476 1,348

Later than one year but not later than five years

1,126 1,111

2,602 2,459

Note 27. Related party transactions

Directors

Directors during the period were: F Hutchings, A Waugh, A Diaz, J Burke, M Brick, P R Cross, C Tarrant.

Key management and compensation

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

management.

The following table details key management personnel compensation.

New Zealand dollars

2018

$000s

2017

$000s

Director fees

450 400

Executive salaries

2,620 2,475

Short term benefits

479 495

Total

3,549 3,370

Transactions

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

management services.

New Zealand dollars

2018

$000s

2017

$000s

Sales of services

Directors, management and other personnel

1,029 1,330

Purchase of services

Directors, management and other personnel

333 200

Outstanding balances

The following table details outstanding balances at balance date. 

New Zealand dollars

2018

$000s

2017

$000s

Current receivables (operating)

Directors, management and other personnel

174 119

Current payables (operating)

Directors, management and other personnel

- 4

Seeka Growers Limited

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

New Zealand business on behalf of supplying growers.

In the current period the Group received $109.52m (Dec 2017 - $88.77m) for the provision of services to SGL.

Terms and conditions

All transactions were made on normal commercial terms and conditions and at market rates.

Outstanding balances are unsecured and repayable in cash.

46ANNUAL REPORT 2018 | SEEKA LIMITED
Note 28. Risk management

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

producing and selling horticultural crops, along with corporate

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

operates a comprehensive risk assessment and mitigation programme

via its audit and risk committee.

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

and maximises returns to its shareholders and benefits for other

stakeholders, as well as ensuring that adequate financial resources are

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

its financial risks.

a. Risk management strategies related to orchard and

retail operations

Horticultural operations expose the Group to risks to production and

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

and pests. These impact on volumes produced from the Group's

orchards, volumes to post harvest (both from Group operations and

independent growers) and volumes available for retail.

Market risks of pricing and exchange rates impact on orchard

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

impact on retail revenues where the Group imports and sells fruit

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

managed through the use of foreign exchange contracts to match

known and planned purchases. Market risks do not directly impact on

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

and deducted before sales revenues are paid to supplying growers.

The Group operates in four regions spread over two countries; New

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

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

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

production of other temperate-climate fruits. Group retail activities

are in New Zealand (including imported tropical produce), Australia

and Asia. The Group's geographical, product and market spread limits

the impact on Group operations from an adverse event occurring in a

specific region, produce or market. To further mitigate risks, the Board

uses the following strategies.

Production risks - climatic events, disease and pests

The Group follows industry best practice to mitigate production risks.

This includes orchard management practices to optimise production

from Group orchards, and extensive planning to ensure post harvest

and retail services are suitably resourced to manage each season's

crop volumes.

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

damage.

–Hail events are typically highly localised, and for kiwifruit the Group

has access to industry hail insurance for its orchard operations,

plus top-up payments from a Seeka Growers Limited hail insurance

programme.

–Frost events are typically regional, and the Group advocates

best-practice crop protection, including active frost management

on kiwifruit orchards operated by the Group and other growers

supplying the Group's post harvest operations.

–Storm events are typically regional, and the Group advocates

best-practice crop protection, including shelter belts on all orchards

operated by the Group and other growers supplying the Group's

post harvest operations.

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

owner and operator of all orchards supplying its Australian operations,

the Group actively manages climatic risks of its total production base.

The orchards are located on three sites in the Mundoona region.

–Drought events are typically regional, and to secure adequate

irrigation, the Group has purchased extensive, long-term water

shares from a reliable irrigation programme.

–Hail events are typically localised, and the Group currently has hail

cloth protecting one orchard.

–Fire risk is typically from serious grass wild-fire occuring during

periods of extreme weather, with the Country Fire Authority

responsible for risk assessment and management of fire events.

The Group takes all practical steps to internally manage fire risk

including removing excess vegetation from Group properties.

All horticultural undertakings are susceptible to disease and pest

incursions. The kiwifruit vine disease Pseudomonas syringae pv.

actinidiae (Psa) is widespread throughout New Zealand, and is

being actively managed. In 2018 Psa was detected on 4.5 hecares of

the Group's orchards in Australia. Seeka has moved to contain the

outbreak and works to proactively monitor the orchards. The brown

marmorated stink bug is also a potential threat to the horticulture

industry. To minimise the risk of crop loss the Group monitors its

orchards and undertakes recognised spray programmes to protect

crops to the fullest extent possible. Seeka also relies on the Ministry

for Primary Industries to protect New Zealand's borders from

introduced diseases.

Market returns

New Zealand kiwifruit

The Group has no direct market risk from the sale of kiwifruit

harvested from lease operations, as all export marketing activities

beyond Australia are undertaken by Zespri Group Limited (Zespri)

under statutory regulations. The Group, however, is impacted by the

level of Zespri's market returns which impact on the Group's orchard

profitability. The Group monitors Zespri returns and uses modelling

techniques to analyse current and projected orchard income. This

information is used when setting Group budgets and orchard lease

terms.

New Zealand avocados and kiwiberries

The Group has a direct market risk from the sale of avocados and

kiwiberries, with half of kiwiberry sales and all avocado sales managed

by the Group's retail operations. The Group forecasts seasonal supply,

monitors market conditions, develops a sales programme around

the needs of key retailers and controls product quality and supply to

optimise market access and returns. This information is used when

setting Group budgets and orchard lease terms.

The Group has no direct currency risk from export sales as it does not

own the products but acts as the growers’ agent.

Imported tropical produce

The Group has a direct market, price and currency risk from imported

fruit produce (banana, pineapple and papaya) where the Group

imports fruit produce for sale as the principal through its supply

and sale contracts. The Group may hedge up to the total known and

projected cash flows to manage exchange risk. The Group has no

material direct price and currency risk from imported fruit produce

where the supply agreement enables the Group to amend its purchase

price according to trading conditions.

Australian produce

The Group has a direct market and price risk from the sale of all

Australian product which is managed by the Group's Australian

operations. As the largest single grower and supplier of Australian

kiwifruit and nashi pears, the Group has developed strong

relationships with key retailers. The Group forecasts seasonal supply,

monitors market conditions, develops a sales programme around

the needs of key retailers and controls product quality and supply to

optimise market access and returns.

Seeka Australia is the Group’s single major international operation,

exposing the Group to the Australian dollar. Foreign exchange risk

includes future commercial transactions, assets, liabilities and net

investments. Currency exposure from net assets is managed through

borrowings in Australian dollars.

b. Credit risk

Credit risk arises from cash and cash equivalents and deposits

with banks and financial institutions, as well as credit exposures to

customers, including outstanding receivables, derivative financial

instruments and committed transactions.

The maximum credit risk is the financial loss to the Group if

counterparties fail to discharge a contractual obligation.

47SEEKA LIMITED | ANNUAL REPORT 2018
The Group's maximum exposure is the carrying amount of the

respective recognised financial assets as stated in the consolidated

statement of financial position.

For banks and financial institutions, only registered banks or their

subsidiaries are accepted. The Group does not generally require any

collateral or security to support financial instruments due to the

quality of the financial institutions.

For customers, including outstanding receivables, the Group deals

predominantly with growers for which it receives payment for post

harvest services directly from Seeka Growers Limited. Credit risk is

therefore not considered significant.

Trade receivables

The Group applies the NZ IFRS 9 simplified approach to measuring

expected credit losses which uses a lifetime expected loss allowance

for all trade receivables.

To measure the expected credit losses, trade receivables have been

grouped based on days past due. The expected loss rates are based

on the payment profiles of sales over a 12 month period before 31

December 2018 and the corresponding historical credit losses during

this period, adjusted for any significant known amounts that are not

receivable.

On that basis, the following table details the loss allowance at 31 December 2018.

More than

30 days

past due

More than

60 days

past due

More than

120 days

past dueTotal

Expected loss rate

0.3%1.0%1.1%

Gross carrying amount - trade receivables ( $000s)

19 209 2,689 2,917

Loss allowance ( $000s)

- 2 29 31

New Zealand dollars

2018

$000s

As at 31 December 2017

601

Movement in the current year

( 95)

At 31 December 2018

506

Calculation for loss allowance


Loss allowance per NZ IFRS 9

31

Debtor adjustment brought forward

475

At 31 December 2018

506

c. Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities.

The Group’s policy is to regularly monitor its expected cash flows, liquidity requirements and its compliance with lending covenants, to ensure

that it maintains sufficient reserves of cash and adequate committed lines of funding from major financial institutions to meet its liquidity

requirements in the short and longer term. Cash flow forecasting allows for the seasonal nature of Group operations.

When cash flow exceeds working capital management, funds are invested in interest bearing current accounts.

At balance date, the Group had $142.1m (Dec 2017 - $116.2m) of available credit of which $75.6m (Dec 2017 - $85.5m) was drawn. All credit

lines are currently provided by one finance provider.

The following table details the remaining contractual maturities at balance date of the Group’s financial liabilities.

New Zealand dollars

Less than

1 year

$000s

Between

1 and 2

years

$000s

Between

2 and 5

years

$000s

Over

5 years

$000s

Group as at 31 December 2018

Trade and other payables

19,152 - - -

Derivative liability

- 267 - -

Current interest bearing liabilities

21,039 - - -

Non current interest bearing liabilities

- 12,000 47,361 -

Total

40,191 12,267 47,361 -

Group as at 31 December 2017

Trade and other payables

20,281 - - -

Derivative liability

128 - - -

Current interest bearing liabilities

10,827 - - -

Non current interest bearing liabilities

- 74,683 - -

Total

31,236 74,683 - -

48ANNUAL REPORT 2018 | SEEKA LIMITED
d. Capital risk

Capital risk management focuses on ensuring the Group continues to operate as a going concern and maintains an optimal capital structure to

support its business, maximise shareholder value, and the benefits delivered to other stakeholders.

The Group may maintain or adjust its capital structure by adjusting dividends, returning capital to shareholders, issuing new shares or selling assets.

The Group monitors capital on the basis of shareholder equity ratio, as calculated by total shareholder funds divided by total assets.

The following table details the Group’s shareholder equity ratio at balance date.

New Zealand dollars

2018

$000s

2017

$000s

Total shareholder funds

153,376 98,625

Total assets

269,806 222,023

Shareholder equity ratio

56.85%44.42%

The Group is subject to, and monitors, financial covenants imposed by

its lenders, including maintenance of equity ratios and earnings times

interest cover. At no stage during the year did the Group breach any of

its lending covenants. Refer to note 16.

e. Price risk - equity securities

The Group has minor exposure to equity securities price risk through

incidental investments classified on the statement of financial position

either as investment in shares and water shares within intangible

assets at fair value. The majority of these investments are in industry-

related entities, only some of which are publicly traded.

A 10% increase or decrease in equity investments with all other variables

held constant, has minimal impact on the Group's profit and equity

reserves.

The Board periodically reviews the performance and strategic benefits

of these investments. No other formal risk management procedures

are deemed necessary.

The change in the fair value of an investment is recorded through other

comprehensive income or the statement of financial performance

whenever a previous revaluation reserve balance was available. When

no such reserve existed, any related loss is processed directly in the

statement of financial performance, otherwise available reserves are

utilised to offset the loss.

f. Cash flow interest rate risk

The Group's cash flow interest rate risk arises primarily from short and

long-term variable rate borrowings from financial institutions. The Board

continuously reviews term borrowings and uses interest rate swaps

to hold a portion of borrowings at fixed rates; these are designated as

effective hedging instruments and hedge accounting is applied.

The following table details interest rate and price sensitivity of

the Group’s financial assets and liabilities and their impact on the

statement of financial performance or equity. Cash and advance

balances do not attract interest and are not subject to pricing risk,

and are therefore excluded from this analysis.

Interest rate riskPrice risk

Carrying

amount

$000s

-1 %+ 2%- 10%+ 10%

New Zealand dollars

Profit

$000s

Equity

$000s

Profit

$000s

Equity

$000s

Profit

$000s

Equity

$000s

Profit

$000s

Equity

$000s

At 31 December 2018

Financial assets

Trade and other receivables

20,824 - - - - ( 2,082) ( 2,082) 2,082 2,082

Investment in shares

586 - - - - ( 11) ( 48) - 59

Water shares

7,858 - - - - - ( 786) - 786

Financial liabilities

Derivative liabilities

267 - ( 945) - 1,586 - - - -

Trade and other payables

19,152 - - - - - - - -

Term liabilities

59,361 427 427 ( 855) ( 855) - - - -

Interest bearing liabilities

21,039 151 151 ( 303) ( 303) - - - -

Total increase / (decrease)

578 ( 367) ( 1,158) 428 ( 2,093) ( 2,916) 2,082 2,927

At 31 December 2017

Financial assets

Trade and other receivables

17,530 - - - - ( 1,753) ( 1,753) 1,753 1,753

Investment in shares

7,428 - - - - ( 11) ( 732) - 743

Water shares

6,150 - - - - - ( 615) - 615

Financial liabilities

Derivative liabilities

128 - ( 430) - 789 - - - -

Trade and other payables

20,278 - - - - - - - -

Term liabilities

74,683 538 538 ( 1,075) ( 1,075) - - - -

Interest bearing liabilities

80,401 579 579 ( 1,158) ( 1,158) - - - -

Total increase / (decrease)

1,117 687 ( 2,233) ( 1,444) ( 1,764) ( 3,100) 1,753 3,111

49SEEKA LIMITED | ANNUAL REPORT 2018
The following tables outline the expected undiscounted cash flows relating to the Group's outstanding term and current debt at balance date.

New Zealand dollars

Between

0 and 3

months

Between

3 and 6

months

Between

6 and 12

months

Between

1 and 2

years

Between

2 and 5

years

At 31 December 2018

Expected undiscounted cash flows based on

current market interest rates ($000s)

818 803 1,450 2,369 1,719

Floating rate

3.50%

Average term rate

4.07%

At 31 December 2017

Expected undiscounted cash flows based on

current market interest rates ($000s)

916 970 1,790 603 -

Floating rate

3.40%

Average term rate

4.23%

Note 29. Determination of fair values of financial assets and liabilities

The following table analyses assets and liabilities carried at fair value.

The different levels are defined as:

–Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.

Instruments in level 1 are comprised of water shares and irrigation water rights.

–Level 2: inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly.

–Level 3: unobservable inputs for the asset or liability that have to be developed to reflect the assumptions that a market participant would use

when determining an appropriate price.

New Zealand dollars

Level 1

$000s

Level 2

$000s

Level 3

$000s

Total

$000s

Biological assets - crop at cost

- - 17,745 17,745

Biological assets - crop at fair value

- - 179 179

Water shares

7,858 - - 7,858

Irrigation water rights

586 - - 586

Land

- - 20,287 20,287

Buildings

- - 89,786 89,786

Unlisted equity securities

- - 586 586

Derivatives used for hedging (liability)

- 267 - 267

The reconciliations for level 3 fair value requirements are shown.

–Land and buildings (note 9)

–Biological assets - crop (note 11)

–Unlisted equity securities (note 22)

50ANNUAL REPORT 2018 | SEEKA LIMITED
The following table shows the valuation techniques used in the determination of fair values within level 3 of the hierarchy, as well as the key

unobservable inputs used in the valuation models.

TypeFair valueMethod

Key unobservable

inputs

How unobservables

impact estimated fair

value

Biological assets -

crop at cost

Includes New Zealand

kiwifruit and Australian

kiwifruit, nashi, Packham

and Corella pears.

$ 17.75 mCost is used as a proxy for fair

value, as the crop has yet to achieve

sufficient biological transformation.

Cost is tested for impairment at

balance date using the Group's

budgets on an orchard-by-orchard

basis.

Cost.Reduces if cost is

impaired at balance date.

Biological assets -

crop at fair value

Includes New Zealand

avocados and Australian

plums and speciality pears.

$ 0.18 mEstimated market value less selling

costs and costs to market (have

achieved sufficient biological

transformation).

Forecast yields.

Market sales price.

Costs to harvest.

Increases with yields.

Increases with price.

Decreases with higher

costs.

Land and buildings$ 110.07 mAn annual revaluation is used

to estimate fair value, which is

performed on approximately

one third of land and buildings

on a rolling 3-year cycle by an

independent valuer using four

different approaches; replacement

cost approach, sales approach,

investment approach and

discounted cash flow approach. See

accounting policies below and note

9 for further details.

Comparative market

rents and applicable

discount rate.

Comparative market

sales.

Current level of building

costs.

Increases with market

rental, and lower

discount rates.

Increases with market

sales.

Increases with building

costs.

Unlisted equity securities$ 0.59 mBased on latest information from

securities management. Tested for

impairment with carrying amount

assesed at balance date.

Securities management

information on share

price.

Increases with share

price information.

Reduces if cost is

impaired at balance date.

Accounting policies

Financial assets, liabilities and instruments

The fair value of financial assets and financial liabilities must be

estimated for recognition and measurement or for disclosure

purposes. Fair value measurements are categorised into a three-level

hierarchy, based on the types of inputs to the valuation techniques

used.

The fair value of financial instruments traded in active markets (such

as publicly traded derivatives, and trading and investment in shares)

is based on quoted market prices at balance date (level 1 inputs). The

quoted market price used for financial assets held by the Group is the

current bid price; the appropriate quoted market price for financial

liabilities is the current ask price.

The fair value of financial instruments that are not traded in an active

market (for example, over-the-counter derivatives) is determined using

valuation techniques (level 2 inputs). The Group uses the appropriate

method and makes assumptions that are based on market conditions

at each balance date. Quoted market prices or dealer quotes for similar

instruments are used for long-term debt instruments held.

The fair value of interest rate swaps are calculated as the present

value of the estimated future cash flows. Other techniques, such as

estimated discounted cash flows, are used to determine fair value for

the remaining financial instruments.

Trade receivable and payables

The carrying value less estimated credit adjustments of trade

receivables and payables are assumed to approximate their fair values

due to their short term nature. The fair value of financial assets and

liabilities with unobservable (level 3 inputs) reflect the assumptions

that market participants would use when determining an appropriate

price; additional disclosure is provided for the inputs and assumptions

used in such cases.

Land and buildings

Fair value is based on an annual revaluation, which is performed

on land and buildings based on a rolling three-year cycle by an

independent valuer, with approximately one third of land and buildings

assets valued each year using four different approaches as described

in note 9.

51SEEKA LIMITED | ANNUAL REPORT 2018
New Zealand dollars

2018

$000s

2017

$000s

Note 30. Derivative financial instruments

Liabilities

Interest rate swap contracts and forward exchange contracts - cash flow hedge

267 128

Group bank loans currently bear an average variable interest rate of 4.1% (Dec 2017 – 3.7%), with the Group using interest rate swaps to protect

the term portion of the loans.

Swaps cover 81% (Dec 2017 - 58%) of the term liabilities at balance date and are classified as held for trading or as cash flow hedges.

Cash flow hedges

The following table details the interest rate swaps.

Term loan

Amount

$000sVariable rateLoan maturity

Hedge fixed rate

excluding bank marginHedge expiry

AUD $17m

17,857 4.19%

30 September 2021

2.16%

31 December 2020

NZD $12m

12,000 4.07%

30 April 2020

2.43%

31 December 2022

NZD $19m

10,000 3.96%

30 September 2021

2.79%

31 December 2019

NZD $19m

9,000 3.96%

30 September 2021

2.34%

31 December 2021

Total (NZD)

48,857

All interest rate swaps are on a hedge ratio of 1:1 basis with the associated term loan value.

The following table details the forward exchange contracts.

Term loan

Amount

$000sSpot rateHedge fixed rateLast hedge expiry

Euro hedges (multiple)

1,541 0.5865 0.6200

18 April 2019

Accounting policies

Derivative financial instruments and hedging

Derivatives are initially recognised at fair value at the date a derivative

contract is entered into and are subsequently re-measured to their

fair value at each balance date. The resulting gain or loss is recognised

as a financing cost in profit or loss immediately unless the derivative

is designated and effective as a hedge instrument, in which event the

timing of the recognition in profit or loss depends on the nature of the

hedge relationship. Derivatives are classified as current or non-current

based on the effective date.

Hedge accounting

The Group designates certain derivatives as cash flow hedges. At

the inception of the hedge relationship the Group documents the

relationship between the hedging instrument and hedged item, along

with its risk management objectives and its strategy for undertaking

various hedge transactions. Furthermore, at the inception of the hedge

and on an ongoing basis, the Group documents whether the hedging

instrument that is used in a hedging relationship is highly effective in

offsetting changes in cash flows of the hedged item.

Cash flow hedge

Hedge accounting is discontinued when the Group revokes the hedge

relationship, the hedging instrument expires or is sold, terminated,

exercised or no longer qualifies for hedge accounting. When a hedging

instrument expires, is sold, or no longer meets the criteria for hedge

accounting, any cumulative gain or loss existing in equity at that time

remains in other comprehensive income and is recognised when

the forecast transaction is ultimately recognised in the statement

of financial performance. When a forecast transaction is no longer

expected to occur, the cumulative gain or loss that was reported

in other comprehensive income is immediately transferred to the

statement of financial performance within other gains / (losses).

Derivatives and financial instruments

The Board uses their judgement in selecting an appropriate valuation

technique for financial instruments not quoted in an active market.

Valuation techniques commonly used by market practitioners are

applied. For derivative financial instruments, assumptions are based

on quoted market rates and reliance placed on quotes provided by

Westpac.

The fair values of the interest rate swaps and forward exchange

contracts are determined by Westpac and reviewed by the Board.

The gains and losses recognised in other comprehensive income

appear in the statement of financial performance.

Hedge ineffectiveness

Hedge effectiveness is determined at the inception of the hedge

relationship and through annual prespective effectiveness

assessments to ensure that an economic relationship exists between

the hedged item and hedging instrument.

The group enters into interest rate swaps that have similar critical terms

as the hedged item, such as reference rate, reset dates, payment dates,

maturities and notional amount. The group does not hedge 100% of

its loans, therefore the hedged item is identified as a proportion of the

outstanding loans up to the notional amount of the swaps.

Hedge ineffectiveness may occur due to:

–the credit value/debit value adjustment on the interest rate swaps

which is not matched by the loan, and

–differences in critical terms between the interest rate swaps and loans.

There was no material ineffectiveness during 2018 or 2017 in relation

to the interest rate swaps.

52ANNUAL REPORT 2018 | SEEKA LIMITED
Note 31. Financial instruments summary

The following tables summarise the categories of the Group's financial assets and liabilities.

New Zealand dollars

Loans and

receivables

$000s

Assets at

fair value

through other

comprehensive

income

$000s

Assets at

fair value

through

profit or loss

$000s

Total

$000s

Financial assets as at 31 December 2018

Cash and cash equivalents

1,340 - - 1,340

Trade and other receivables excluding prepayments

17,250 - - 17,250

Non current trade and other receivables excluding prepayments

1,059 - - 1,059

Investment in shares

- - 586 586

Total financial assets

19,649 - 586 20,235

New Zealand dollars

Liabilities

at fair value

through

profit or loss

$000s

Other

financial

liabilities

$000s

Total

$000s

Financial liabilities as at 31 December 2018

Trade and other payables

- 19,152 19,152

Current interest bearing liabilities

- 21,039 21,039

Derivative financial instruments

267 - 267

Non current interest bearing liabilities

- 59,361 59,361

Total financial liabilities

267 99,552 99,819

New Zealand dollars

Loans and

receivables

$000s

Assets at

fair value

through

reserves

$000s

Available

for sale

$000s

Total

$000s

Financial assets as at 31 December 2017

Cash and cash equivalents

2,389 - - 2,389

Trade and other receivables excluding prepayments

16,467 - - 16,467

Non current trade and other receivables

1,066 - - 1,066

Investment in shares

- - 7,428 7,428

Total financial assets

19,922 - 7,428 27,350

New Zealand dollars

Liabilities

at fair value

through

reserves

$000s

Other

financial

liabilities

$000s

Total

$000s

Financial liabilities as at 31 December 2017

Trade and other payables

- 20,281 20,281

Current interest bearing liabilities

- 10,827 10,827

Derivative financial instruments

128 - 128

Non current interest bearing liabilities

- 74,683 74,683

Total financial liabilities

128 105,791 105,919

53SEEKA LIMITED | ANNUAL REPORT 2018
Accounting policies

The Group classifies its investment in the following categories in

accordance with NZ IFRS 9: assets at amortised cost, fair value

through other comprehensive income (FVOCI) and fair value through

profit and loss (FVTPL). The classification of financial assets under NZ

IFRS 9 is generally based on the business model in which the financial

assets is managed and its contractual cash flows characteristics.

On initial recognition, a financial asset is classified as measured at

amortised cost, FVOCI and FVTPL.

Financial assets are not reclassified subsequent to their initial

recognition unless the Group changes its business model for managing

financial assets in which case all affected financial assets are

reclassified on the first day of the first reporting period following the

change in the business model.

A financial asset is measured at amortised cost if it meets both of the

following conditions and is not designated at FVTPL:

–it is held with the objective is to hold the assets to collect

contractual cashflows; and

–its contractual terms give rise on specified dates to cash flows that

are solely for the payments of principal and interest on the principal

amount being outstanding.

On initial recognition of an equity investment that is not held for

trading, the Group may irrevocable elect to present subsequent

changes in the investment’s fair value in other comprehensive income.

The election is made on an investment by investment basis.

All financial assets not classified as measured at amortised cost or

FVOCI as described above are measured at FVTPL.

54ANNUAL REPORT 2018 | SEEKA LIMITED


PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz



Independent auditor’s report

To the shareholders of Seeka Limited

We have audited the consolidated financial statements which comprise:

 the statement of financial position as at 31 December 2018;

 the statement of financial performance for the year then ended;

 the statement of comprehensive income for the year then ended;

 the statement of changes in equity for the year then ended;

 the statement of cash flows for the year then ended; and

 the notes to the financial statements, which include significant accounting policies.


Our opinion

In our opinion, the accompanying consolidated financial statements of Seeka Limited (the Company),

including its subsidiaries (the Group), present fairly, in all material respects, the financial position of

the Group as at 31 December 2018, its financial performance and its cash flows for the year then ended

in accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ

IFRS) and International Financial Reporting Standards (IFRS).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the consolidated financial

statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised)

Code of Ethics for Assurance Practitioners (PES 1) issued by the New Zealand Auditing and Assurance

Standards Board and the International Ethics Standards Board for Accountants’ Code of Ethics for

Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in

accordance with these requirements.

Our firm carries out other services for the Group in the areas of taxation compliance and consulting

services, tax pooling services, executive remuneration benchmarking advisory services and other

advisory services

. The provision of these other services has not impaired our independence as auditor

of the Group.

55SEEKA LIMITED | ANNUAL REPORT 2018

PwC

61



Our audit approach

Overview


An audit is designed to obtain reasonable assurance

whether the financial statements are free from material

misstatement.

Overall Group materiality: $2,090,000, which represents

approximately 1% of revenue.

We selected 1% of revenue as the benchmark for our

materiality as we consider this is an appropriate measure

of performance of the Group. The Group operates in a

high volume low margin industry where net profit is not

representative of the scale of the Group.

We have determined that there are three key audit

matters:

 Valuation of Biological Assets - crop

 Valuation of Land and Buildings

 Impairment testing of Seeka Australia’s goodwill

Materiality

The scope of our audit was influenced by our application of materiality.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Group materiality for the consolidated financial statements as a whole as set out

above. These, together with qualitative considerations, helped us to determine the scope of our audit,

the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both

individually and in aggregate on the consolidated financial statements as a whole.

Audit scope

We designed our audit by assessing the risks of material misstatement in the consolidated financial

statements and our application of materiality. As in all of our audits, we also addressed the risk of

management override of internal controls including among other matters, consideration of whether

there was evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an

opinion on the consolidated financial statements as a whole, taking into account the structure of the

Group, the accounting processes and controls, and the industry in which the Group operates.

We audited both the New Zealand and Australian operations of the Group at a materiality level

calculated by reference to a proportion of Group materiality appropriate to the relative scale of the

business concerned or based on materiality calculated for statutory reporting purposes where the

statutory materiality was lower than that allocated in the Group calculation.

56ANNUAL REPORT 2018 | SEEKA LIMITED

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6



Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in

our audit of the consolidated financial statements of the current year. These matters were addressed in

the context of our audit of the consolidated financial statements as a whole, and in forming our

opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter How our audit addressed the key audit matter

Valuation of Biological Assets – crop

The total value of biological assets at

balance date was $17.9 million. Biological

assets are disclosed in note 11 of the

financial statements and comprise the

crops on the vines and trees in the Group’s

leased and owned orchards.

Biological assets are recorded at fair value.

The method to determine fair value

depends on the degree of biological

transformation (the maturity of the fruit)

at balance date. As at 31 December 2018, a

total of $17.7 million (99%) of biological

assets used cost as a proxy for fair value

because of insufficient biological

transformation.

In determining the fair value of the

biological assets, management exercises

judgement utilising industry knowledge

and internal experts in determining the

level of biological transformation at

balance date. When insufficient biological

transformation has occurred, the fair

value is the costs incurred at balance date

to grow the crops (provided the costs are

considered recoverable).

For those biological assets where cost has

been used as a proxy for fair value,

management assessed the recoverability of

capitalised costs by comparing the

carrying amount to budgeted costs at year

end and ensuring that actual costs

incurred plus costs to be incurred in order

to get the crop to market did not exceed

budgeted revenues from the sale of the

crops less selling costs. Management uses

historical results and anticipated crop

levels as a basis for budgeted revenues. An

impairment is recognised when the actual

costs incurred plus costs to be incurred in

order to get the crop to market exceed

budgeted revenues less selling costs.

Our audit focused on the biological assets valued at

cost, being the most significant component of the

balance. We have evaluated judgements applied by

management to determine the crop value including the

degree of biological transformation, the attribution of

costs capitalised to the following year’s crop and the

recoverability of capitalised costs.

Our audit procedures included:

 Gaining an understanding of the crop life cycle and

growth periods with reference to relevant

independent horticultural industry information to

determine the appropriateness of management’s

assessment of biological transformation.

 Testing a sample of expenses that were capitalised

to determine whether capitalisation was valid and

directly related to the unharvested crop at 31

December 2018.

 Testing the mathematical accuracy of the models

used by management in their calculation of the fair

value of the crops.

 Reviewing management’s assessment of the

recoverability of capitalised costs. Our procedures

included comparing the expected crop yield

determined by management to the historical

production yield and expected number of trays

that can be produced per hectare based on the land

that is currently owned and leased. We assessed

whether any variances between historical and

expected volumes are consistent with our

understanding of planned changes in the Group’s

operations. Additionally we compared the future

selling price used by management in their model

to available industry information.

 Evaluating the historical accuracy of

management’s forecasted information through

comparing prior year forecast to actual results.

We had no matters to report as a result of our

procedures.

57SEEKA LIMITED | ANNUAL REPORT 2018

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63



Key audit matter How our audit addressed the key audit matter

Valuation of Land and Buildings

As reflected in note 9 of the financial

statements, the Group has a policy of

revaluing their land and buildings on a

three year rolling cycle (excluding assets

under construction). At each balance date

approximately one third of the New

Zealand Group’s properties are revalued

by an independent external valuer using a

combination of market approach, income

capitalisation and discounted cash flow

methods. The Australia properties were

last revalued on 31 December 2017. The

Group then utilises their internal

valuation expertise to evaluate whether,

based on the results of the third party

valuations and other recent market data,

the remaining asset values remain

appropriate and materially reflect fair

value.

The total value of the Group’s land and

buildings at year end is $110.1 million.

Our audit of the land and buildings of the Group

focused on the judgements inherent in the valuation of

those assets.

Our procedures included:

 Assessing the objectivity and competence of

management’s internal valuation experts and third

party valuers, in addition to assessing the

independence of the third party valuers utilised by

management.

 Utilising our PwC valuation expert, we have

assessed key assumptions used in the external

valuations by comparing the valuation

assumptions and inputs used, such as

capitalisation and discount rates, to externally

available data. Where external data was not

available, our internal valuation expert has utilised

his experience and knowledge to determine

whether the assumptions used by the third party

valuer were reasonable and appropriate in the

circumstances.

 Reviewing and challenging management’s

assessment of the carrying values of the land and

buildings not independently revalued during 2018

by comparing our own independent assessment of

valuation ranges using our PwC valuation expert.

We had no matters to report as a result of our

procedures.

58ANNUAL REPORT 2018 | SEEKA LIMITED

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6



Key audit matter How our audit addressed the key audit matter

Impairment testing of Seeka Australia’s

goodwill

Australia goodwill has a carrying value of

$5.9 million at 31 December 2018 (refer to

note 10 of the financial statements).

Australia reported a 2018 EBITDA loss of

$59 thousand, and a loss before interest

and tax of $1.4 million (refer to note 1 of

the financial statements).

Management performed an impairment

test for the Australia cash generating unit

(CGU) using a discounted cash flow

method. The impairment test includes a

number of significant estimates and

assumptions including:

 Forecast cash flows which reflect the

Group’s current five year plan,

comprising the 2019 budget and

forecasts for the following four years

 Discount rate of 9.85%

 Terminal growth rate of 2%.

No impairment was identified.

We evaluated the appropriateness of the CGU using

our understanding of the Australia business and its

assets, how it operates to generate cash flows, and how

the results are reported to management and the

directors.

Our audit focused on assessing and challenging the

significant estimates and assumptions made by

management. Our procedures included the following:

 Agreeing the cash flows included in management’s

impairment model to the current five year plan

 Evaluating the key cash flow assumptions by

obtaining from management a detailed analysis of

the forecast production yields, sales prices, costs

and margins for the various fruit varieties. We

compared this information to historical outcomes

and current market prices

 Visiting the Australian orchards to physically

inspect their condition and stage of development,

discuss with management their plans to improve

profitability and obtain evidence of progress to

date in implementing those plans

 Using our PwC valuation expert we recalculated a

reasonable range for the weighted average cost of

capital used as the discount rate in the model and

determined that the discount rate used by

management was consistent with this. We also

compared it to relevant industry comparators

 Performing a sensitivity analysis across a range of

reasonably possible changes in the discount rate,

cash flow assumptions and terminal growth rate.

We also tested the accuracy of the calculations in

management’s impairment model, and checked the

carrying amount of the CGU’s net assets is correct.

We had no matters to report as a result of our

procedures.

59SEEKA LIMITED | ANNUAL REPORT 2018

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6



Information other than the financial statements and auditor’s report.

The Directors are responsible for the annual report. Our opinion on the consolidated financial

statements does not cover the other information included in the annual report and we do not express

any form of assurance conclusion on the other information.

In connection with our audit of the consolidated financial statements, our responsibility is to read the

other information and, in doing so, consider whether the other information is materially inconsistent

with the consolidated financial statements or our knowledge obtained in the audit, or otherwise

appears to be materially misstated. If, based on the work we have performed on the other information

that we obtained prior to the date of this auditor’s report, we conclude that there is a material

misstatement of this other information, we are required to report that fact. We have nothing to report

in this regard.

Responsibilities of the Directors for the consolidated financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of

the consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal

control as the Directors determine is necessary to enable the preparation of consolidated financial

statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible for assessing the

Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless the Directors either intend to liquidate

the Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial

statements, as a whole, are free from material misstatement, whether due to fraud or error, and to

issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always

detect a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to influence

the economic decisions of users taken on the basis of these consolidated financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the

External Reporting Board’s website at:

https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-

report-1/


This description forms part of our auditor’s report.


60ANNUAL REPORT 2018 | SEEKA LIMITED

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66



Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been

undertaken so that we might state those matters which we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our

audit work, for this report or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Pip Cameron.

For and on behalf of:







Chartered Accountants

25 Februar

y 2019









Auckland

61SEEKA LIMITED | ANNUAL REPORT 2018
CORPORATE GOVERNANCE

Corporate governance statement 62

Director profiles 71

Interests register 73

Directors’ interests in Seeka Limited securities 74

Subsidiary companies 75

Employee remuneration 76

Other disclosures 77

Operating assets statistics 78

Securities statistics 79

Directory 80

62ANNUAL REPORT 2018 | SEEKA LIMITED
CORPORATE GOVERNANCE STATEMENT

As at 31 December 2018

At Seeka, we conduct our business safely and ethically, within the legal and regulatory framework, so we can deliver the best outcomes for our

growers, clients, employees, shareholders, customers and the communities we operate in.

Seeka supports the NZX Corporate Governance Code 2017 (the Code), and Seeka’s Board has reviewed and refined the company’s corporate

governance policies against the eight principles of the Code.

Seeka’s corporate governance statement and governance policies are available on Seeka’s website Seeka.co.nz/corporate-governance.

The following is a summary of Seeka’s governance actions and performance against each of the Code’s eight principles during the reporting

period. Seeka’s governance complies with the Code, with exceptions to any principle noted in this governance statement, and listed on page 70 of

this annual report.

The Board approved this governance statement on 25 February 2019.

Principle 1. Code of ethical behaviour

“Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these standards being

followed throughout the organisation.”

Seeka commits to high ethical standards in all dealings undertaken by the Group’s directors, employees and suppliers. We are a produce business

that connects growers with customers. Our business spans cultural, regulatory and country boundaries, and our directors and management

understand that high ethical standards deliver the best outcomes for our growers, clients, employees, shareholders, customers and communities.

Our commitment to ethical dealings is captured by Seeka’s published core brand attribute “founded on relationships.”

Seeka’s Code of Ethics is included in employee induction packs, is available on Seeka’s intranet, and the Code's principles and objectives are

promoted to staff each year including at staff meetings. The code outlines how directors and management are to consistently act with honesty

and integrity, and model high ethical standards to all employees and stakeholders, adhering to the principle “we do what we say and are

accountable for what we do.”

The Code of Ethics provides clear guidance on:

• Conflicts of interest

• Use of Seeka information, assets and property

• Dealing with gifts or gratuities

• Respecting all stakeholders

• Whistle blowing for safe reporting of potential wrong doing

• Compliance with laws and Seeka policies

• Managing any breaches of Seeka’s Code of Ethics

Seeka also has a strict Insider Trading Policy prohibiting the direct or indirect dealing of Seeka securities when holding inside information, plus a

duty of confidentiality that protects the dissemination and use of confidential company information.

The Insider Trading Policy includes a black-out period during which restricted persons are prohibited in trading in Seeka shares unless provided by

a specific exemption by the Board. Each black out period starts 30 days prior to and finishes the first trading day after key events; being the half-

year and full-year balance dates, and the release to the NZX of any announcement relating to an offer in Seeka shares. Restricted persons includes

all directors, executive officers, members of the management executive team and their administrative staff, any trusts and companies controlled

by such persons, and advisors.

Prior to trading in Seeka shares, directors must notify the chairman, and the chairman must notify the chair of the Audit and Risk committee.

No breaches of the Code of Ethics or Insider Trading Policy were reported in the year.

Principle 2. Board composition and performance

“To ensure an effective board, there should be a balance of independence, skills, knowledge, experience and perspective.”

Seeka’s Board commits to acting in the best interest of the company, deliver benefits to stakeholders and grow shareholder returns.

63SEEKA LIMITED | ANNUAL REPORT 2018
Board charter and responsibilities

The Board’s charter sets out the Board’s structure, appointments, remuneration, committees and process for performance review, along with the

duties and responsibilities of the Board and chief executive officer. Seeka’s Board is responsible for:

• Robust and effective health and safety systems and standards

• Establishing corporate objectives and strategies

• Monitoring management’s implementation of Seeka’s strategies

• Approving budgets and monitoring financial performance

• Managing risk to Seeka’s business

• Ensuring timely and transparent stakeholder and market communication

The Board delegates the chief executive officer to lead and manage Seeka’s operations, including being the company’s principal representative.

The chief executive officer is not a Board member.

Board composition

Seeka’s Company Constitution specifies that the Board has a minimum of three and a maximum of seven directors, with provision for an eighth

to be appointed between annual shareholder meetings. Directors are to contribute a mix of complementary skills that support Seeka’s objectives

and strategies, with at least two being independent, and at least two ordinarily residing in New Zealand. To maintain proper separation between

governance and management, all directors are non-executive and the constitution has no provision for a managing director.

Seeka’s Board currently has seven directors, led by the Independent Chairman Fred Hutchings, who joined the board in September 2012. Non-

independent director Amiel Diaz is the only director residing overseas.

The following table summarises director qualifications, skills and experience.

QualificationExecutive leadershipFinancialLegalKiwifruit industryGovernanceCulturalInternational marketsBrand managementTechnology

Fred HutchingsBBS, FCA

 

Martyn BrickBAgCom



John BurkeBAgSc

  

Ratahi Cross

  

Amiel DiazBA, BSc, CPA, CISA

  

Cecilia TarrantBA/LLB Hons, LLM

  

Ashley WaughBBS

  

Director independence

The Board’s Charter follows NZX Listing Rules to determine the independence of a director. Directors must inform the Board of all relevant

information and the Board confirms director independence at least annually.

Two directors are appointees of large shareholders and deemed non independent;

• Amiel Diaz, representative of Seeka’s shareholder Farmind Corporation of Japan, and

• Ratahi Cross, representative of Seeka’s largest New Zealand shareholder Te Awanui Huka Pak Limited and is the chairman of the Ngai

Tukairangi Trust, a large kiwifruit grower supplying Seeka.

As Seeka’s foundation business is kiwifruit, the Board considers experience in the kiwifruit industry a core competency. Three directors have

extensive experience in kiwifruit production and handling, and through their extensive interests in kiwifruit orchards that supply Seeka are

considered non-independent directors;

• Martyn Brick

• John Burke, and

• Ratahi Cross

64ANNUAL REPORT 2018 | SEEKA LIMITED
The Board has three independent directors;

• Fred Hutchings, Chairman

• Ashley Waugh, audit and risk committee chairman, and

• Cecilia Tarrant.

Director appointments and induction

As required the Chairman establishes a nominations committee to review the Board’s composition and performance, and recommend people with

complementary skills to join the Board. Nominees can be appointed by the Board, with the appointment to be approved by shareholders at the

next annual shareholder meeting, or nominated and elected to the Board by shareholders at the annual shareholder meeting. The Board provides

guidance to shareholders on a candidate’s suitability before any vote.

Directors enter a written agreement covering the term of their appointment and are provided with detailed information about Seeka, the company’s

strategies, policies and procedures, and any other training or other support that will help the director become a fully-functioning member of the

Board.

Director tenure

0 to 3 years 3 to 8 years 9 or more years

2

4

1

The Chairman undertakes an annual assessment of Board, director and committee performance, seeking assistance, as required, from the

nominations committee.

Director profiles

Director profiles are listed on Seeka’s website (see Seeka.co.nz/investors), and are included on page 71 of this annual report. Full disclosure of

director interests according to section 140 (2) of the Companies Act 1993 are listed on page 73 of this annual report.

Diversity

Diversity is the range of attributes held by members of a group. Seeka’s Board believes diversity within the Board and the company provides a

deeper understanding of stakeholders, broadens the range of skills available to Seeka, and will lead to improved business performance.

The Board works to optimise diversity across director members, while managing an efficient governance process. The Board’s focus is on diversity

in culture and ethnicity, business skills and innovative thinking as these attributes are key to understanding the operating environment of our key

clients, creating unique solutions, and improving stakeholder outcomes and shareholder returns.

With Seeka’s key client groups diversely spread from rural New Zealand to large urban centres, Seeka’s Board has encompassed cultural, ethnic

and gender diversity to strengthen business governance:

• Ratahi Cross of Ngai Tukairangi is also a lecturer in Maori history

• Amiel Diaz is a Filipino businessman based in Asia

• Martyn Brick, John Burke, Cecilia Tarrant and Ashley Waugh have rural backgrounds

The following table reports gender composition of the Board and senior management team as at 31 December 2018.

FY18FY17

FemaleMaleFemaleMale

Directors1616

Senior managers2727

Total313313

Diversity policy

Seeka is committed to providing an inclusive environment that supports a diversity of thinking and skills. This policy formalises the existing

conduct of the Board and management. Aspects of diversity include gender, ethnic background, religion, marital status, culture, disability,

economic background, education, language, physical appearance and sexual orientation.

During the year ended 31 December 2018, Seeka performed in adherence to its diversity policy.

65SEEKA LIMITED | ANNUAL REPORT 2018
Professional development

Directors are supported to undertake professional development and Seeka provides relevant industry training and strategic exposure.

Evaluation of board and director performance

The Board Charter specifies that Board and director performance are to be reviewed annually by the chairman. At balance date, the chairman is

completing this performance review according to the provisions of the Board Charter.

Principle 3. Board committees

“The board should use committees where this will enhance its effectiveness in key areas, while still retaining board responsibility.”

The Board has established permanent committees and will form ad-hoc committees to efficiently and effectively carry out key governance

functions, while retaining ultimate responsibility for all decisions and actions.

All committees operate under written charters which define the role, authority and operations of the committee. All Seeka directors and

committee members are non-executive, and Seeka management and other employees may only attend committee meetings when invited by

the committee. The Board reviews the remuneration and nominations committee charters biennially and the audit and risk committee charter

annually.

Committee membership and workload management

Seeka is governed by a seven-member Board with three independent directors. To provide effective and transparent committee governance,

while managing workload across Board members, Seeka’s committee charters ensure each committee is chaired by an independent director, with

committee members drawn from both independent and non-independent directors that furnish the best skill set.

The current standing committees are:

Audit and risk

CompositionRoleMembers

Independent chair with a minimum of

two other directors. The chair may not

be the Board Chairman.

Examines financial reporting, compliance, external and

internal auditing, risk management and risk insurance.

Ashley Waugh, chair

Martyn Brick

John Burke

Ex-officio – Fred Hutchings

While audit and risk committee members Ashley Waugh, Martyn Brick and John Burke do not have an accounting background, specialist

accounting and financial expertise is available from ex-officio member Fred Hutchings who is a Fellow Chartered Accountant.

Remuneration

CompositionRoleMembers

Independent chair with a minimum of

two other directors.

Examines the performance, remuneration and succession

planning of the chief executive officer, the remuneration of

senior managers, company-wide employee remuneration

policy and human resource plans and policies.

Fred Hutchings, chair

Ratahi Cross

Cecilia Tarrant

In addition, the Chairman periodically establishes an ad-hoc nominations committee.

Nominations

CompositionRoleMembers

Independent chair with a minimum of

two other directors.

Examines the directors’ terms of engagement, Board

succession planning, seeks and evaluates nominees, and

advises the Board on director appointments.

Appointed by the Board.

In the event of a takeover offer, the Board Charter provides for the formation of an ad-hoc initial response committee and an independent takeover

response committee to enact the procedures and protocols of the Board's Takeover Response Manual, adopted July 2018.

Initial response committee

CompositionRoleMembers

Independent directors.Manage the initial response to an unexpected takeover notice.Fred Hutchings

Cecilia Tarrant

Ashley Waugh

66ANNUAL REPORT 2018 | SEEKA LIMITED
Independent takeover response committee

CompositionRoleMembers

Directors that are independent of the

bidder and of the bid.

Manage the takeover response and act in the interests of all

shareholders.

Appointed by the Board.

To date there has been no need to convene an initial response committee meeting or form an independent takeover response committee.

While the Board considers the current range of committees comprehensively manages the governance of Seeka’s business, and provides the best

outcomes for shareholders and other stakeholders, the Board Charter allows ad-hoc committees to be formed as required to aid Board decision

making.

The following table reports Board and committee meeting attendance in 2018.

BoardAudit and riskRemuneration

MeetingsAttendedMeetingsAttendedMeetingsAttended

Fred Hutchings202014

1

1422

Martyn Brick20181414--

John Burke20201413--

Ratahi Cross2019--22

Amiel Diaz17

2

17

2

----

Cecilia Tarrant2020--22

Ashley Waugh20181414--

1. Fred Hutchings is an ex-officio member of the audit and risk committee.

2. Amiel Diaz had a conflict of interest with agenda items and was excused from attending three meetings.

Principle 4. Reporting and disclosure

“The board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of corporate disclosures.”

Seeka’s Board is committed to keeping investors and the wider market fully informed of all material information concerning the company’s

operating environment and business performance. In addition to all information required by law and NZX Listing Rules, Seeka provides

stakeholders with a mid-year performance update, along with regular operational updates to supplying clients.

In February 2018, Seeka adopted a Continuous Disclosures Policy to formalise Seeka's classification, timing and release of material information

to investors and other stakeholders. The Chairman, chief executive and chief financial officer are responsible for identifying material information

between Board meetings, with continuous disclosure covered at every Board meeting. Prior to the policy, Seeka followed NZX continuous

disclosure guidelines. Seeka’s Code of Ethics, Continuous Disclosures Policy, Board and committee charters and policies as recommended in the

Code are available on Seeka’s website, see Seeka.co.nz/corporate-governance.

In July 2018, Seeka adopted a Takeover Response Manual that specifies protocols and procedures to be enacted on receiving a takeover offer,

including governance, managing conflicts of interest and the reporting and disclosure of material information.

As stewards of more than 230 orchards in New Zealand and Australia, Seeka is committed to applying industry best practices and international

guidelines for all asset management, backed up by rigorous auditing. This includes following the international GLOBALG.A.P standard for good

agricultural practice that focuses production and supply management on the consumer’s demand for safe food.

Seeka as an employer is focused on sustainable land management that supports long-term employment and wealth creation in our rural

communities, and has formally implemented the GLOBALG.A.P GRASP module with its extended social standards for worker health, safety and

welfare.

In New Zealand, Seeka has partnered with all supplying growers to form independent, grower-controlled entities that manage grower fruit value;

kiwifruit growers appoint Seeka Growers Limited as their agent for the supply of kiwifruit to Seeka, with avocado growers appointing AvoFresh

Limited.

Seeka Growers Limited and AvoFresh Limited manage market returns in independent bank accounts, approve all service distributions and grower

payments, and publish independently-audited annual statements. Seeka is represented on the entities’ controlling councils, provides management

support, and ensures grower representatives are kept informed on market conditions, industry issues and Seeka’s operational performance for

their fruit.

Seeka complies with the financial reporting requirements prescribed by the Companies Act 1993, Financial Markets Conduct Act 2013 and the

NZX Listing Rules. Seeka also supports environmental, social and governance concerns, and discloses to the markets any environmental factors

that may materially affect operations.

Initial work on a sustainability report commenced in 2018, with the first report planned for 2019.

67SEEKA LIMITED | ANNUAL REPORT 2018
Principle 5. Remuneration

“The remuneration of directors and executives should be transparent, fair and reasonable.”

Director remuneration

In accordance with the Board Charter, the Chairman uses professional advice and market information to review director remuneration within a

two year period, with shareholders having to approve any increase to the pool available to pay directors’ fees. Approval was last sought in April

2018, when the pool limit was set at $450,000 per annum. Directors are remunerated by fixed fees that are set according to expected time

commitments and responsibilities as determined by the Board. Directors receive no equity-based remuneration, and receive no performance or

retirement benefits. Directors are not required to own Seeka shares.

The following table reports the allocation of the pool at the date of this report, and directors’ fees paid during the financial year. No other benefits

were remunerated to directors during the year.

PositionBase

director feeChairman fee

Audit and risk

committee chair

fee

Director fees

paid during the

year

Fred HutchingsChairman

$56,500$43,500$100,000

Ashley WaughDirector, Audit and risk committee chair

$56,500$11,000$67,500

Martyn BrickDirector

$56,500$56,500

John BurkeDirector

$56,500$56,500

Ratahi CrossDirector

$56,500$56,500

Amiel DiazDirector

$56,500$56,500

Cecilia TarrantDirector

$56,500$56,500

Total

$395,500$43,500$11,000$450,000

The base director fee includes remuneration for committee membership.

Chief executive officer remuneration

The review of the chief executive’s remuneration is undertaken by the remunerations committee with the remuneration package the responsibility

of the Board.

Michael Franks was appointed chief executive in 2006. His remuneration package comprises a fixed annual remuneration that covers base salary,

vehicle, Kiwisaver contributions, medical and life insurance, and an at-risk annual performance incentive.

The following table reports chief executive remuneration in 2018.

Base salaryBenefits

1

Annual performance

incentive

2

Total remuneration

Michael Franks

$575,302$51,501$156,800$783,603

1. Benefits are delivered through vehicle, Kiwisaver contributions, medical and life insurance.

2. Performance incentive earned from FY17 and paid in 2018.

Performance incentive

The chief executive officer’s performance incentive has a maximum value of 40% of fixed remuneration for achieving annual targets set by the

Board, including financial performance, strategic goals, health and safety, and risk management. For the 2017 financial year, chief executive officer

Michael Franks earned an $156,800 performance incentive. This payment was made in 2018.

For the 2018 financial year, the chief executive officer earned a $247,500 performance incentive. This payment will be made in 2019.

Employee share scheme

At balance date, the chief executive had 8,000 shares allocated at $3.88 per share under the 2016 employee share scheme. These shares vest in

2019.

68ANNUAL REPORT 2018 | SEEKA LIMITED
Principle 6. Risk management

“Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The board should regularly

verify that the issuer has appropriate processes that identify and manage potential and material risks.”

The Board consider risk management a major governance function that protects all stakeholders, builds long-term wealth in our communities and

optimises shareholder value. The Board retains ultimate control of risk management, with the audit and risk committee providing a specific focus

on material risks as defined in the Audit and Risk Committee Charter.

Business risks are identified, recorded on a risk register, assessed, managed through risk mitigation strategies and reviewed at least annually.

Financial statements and key operational measures are prepared monthly and reviewed by the Board throughout the year to assess business

performance against budget and forecasts.

The Board composition includes directors with long-term experience in New Zealand’s kiwifruit industry, and Australian and Asian produce

handling and marketing. Board meetings include periodic site visits in New Zealand and Australia to ensure all directors understand the Group’s

operating environments when assessing material risk.

The Board’s complementary skill set and understanding of the core business have allowed it to implement strategies to mitigate risk associated

with being a New Zealand kiwifruit handler by diversifying operations across multiple products, expanding into the Australian market and sourcing

revenue from more points along the value chain. Since the incursion of the kiwifruit vine-killing disease Psa in 2010, Seeka has transformed from

being a New Zealand kiwifruit handler to become an Australasian produce business involved in the growing, handling, supply and marketing of

multiple products.

Seeka has appropriate insurance cover, as available, for property damage to its offices, post harvest, processing and fruit handling facilities, along

with insurance cover for hail damage to crops.

During 2018, the Brown Marmorated Stink Bug (BMSB; Halyomorpha halys) was confirmed as one of the top pests of concern for New Zealand's

horticultural industry. A native to China, Japan, Korea and Taiwan, and accidentally introduced in the United States in the mid-1990s, adult BMSB

feed on fruit and make them unmarketable. The Ministry of Primary Industries is working with industry groups along with the public to prevent

the unintended import of BMSB, including eradication protocols if BMSB are detected in New Zealand. Seeka personnel and supplying growers are

informed on how to identify BMSB and the immediate actions to be undertaken if the pest is found.

Health and safety

Operating in a seasonal industry, in 2018 Seeka employed more than 3,000 people working in multiple complex environments. This includes 24-

hour operations over the harvest period. Group salary and wages equate to 1,045 full time equivalents.

The Board is responsible for health and safety across Group operations, with the chief executive appointing a health and safety manager to ensure

Seeka complies with legislation and operates industry best practice across the Group, while also supporting the management of health and safety

risks by clients and suppliers. The Board reviews performance against set targets at each meeting.

The following table reports key health and safety measures and targets in 2018.

2018 Annual threshold2018 Actuals

Total recordable injury frequency rate

1

Less than 4.64.5

Notifiable incidents

10

Notifiable injury

00

Severity rate

2

Less than 3.64.5

1. Total recordable injury frequency rate (TRIFR) is a key measure that compares total lost time injuries and medical treatments against the total number of hours

worked. TRIFR = (number of recordable lost time and medical treatment injuries) x 200,000 / (number of employee hours worked).

2. Severity rate = (number of lost time injuries) / (number of days lost).

Principle 7. Auditors

“The board should ensure the quality and independence of the external audit process.”

Seeka’s Audit and Risk Committee Charter outlines Seeka’s commitment to an independent audit process that provides shareholders and the

markets with objective, clear and timely financial reporting.

The audit and risk committee in consultation with management and the external auditor reviews the efficiency and effectiveness of the external

audit process, and provides a formal channel of communication between the Board, senior management and the external auditor. The audit and

risk committee:

• Oversees the independence of the auditor and ensures they conduct their operations free from any actual or perceived impairments, and

• Monitors the provision of any services beyond the auditor’s statutory audit services.

69SEEKA LIMITED | ANNUAL REPORT 2018
For financial year 2018, PricewaterhouseCoopers (PwC) was the external auditor for Seeka Limited, having been reappointed Seeka’s auditor

under the Companies Act 1993 at the 2018 annual shareholder meeting. PwC have confirmed their independence to the audit and risk committee,

and their independence was not compromised during the reporting period. The last audit partner rotation was in FY16.

PwC auditors attend the annual shareholder meeting to answer any shareholder questions about the audit.

Internal audit

Seeka has a number of internal controls overseen by the audit and risk committee to ensure the integrity of key financial and operational data.

This includes data access, internal financial controls, adequate resourcing, targeted internal audit programmes and monitoring management’s

response to external audit findings.

Due to the size of Group operations, rather than operating a dedicated audit function, Seeka uses its compliance team to conduct internal audit

processes and monitor operational compliance, along with independent providers to regularly test the integrity of the Group’s financial systems.

Principle 8. Shareholder rights and relations

“The board should respect the rights of shareholders and foster constructive relationships with shareholders that encourage them to engage

with the issuer.”

Seeka’s shareholders include a significant number of grower clients, employees, suppliers and people living in our rural communities. Seeka

maintains open channels of communication with a diverse range of groups to uphold our key brand attribute of delivering excellence to all

stakeholders.

The Board is motivated and committed to transparent and regular reporting and engagement with shareholders including:

• Annual and interim reports

• Market announcements

• Annual shareholder meeting

• Mid-year stakeholder meeting

• Ad-hoc investor presentations

• Attendance of directors at seasonal grower roadshows held throughout the catchment for each produce type

• Quarterly all staff updates

• Clear access to investor information on the company’s website, see Seeka.co.nz/investors

• Open access to senior managers via phone and email, see Seeka.co.nz/senior-management-team

Shareholders are actively encouraged to attend the annual shareholder meeting and mid-year stakeholder update, where they can raise matters

for discussion by directors and senior management. Shareholders vote on major decisions which affect Seeka at the annual shareholder meeting.

Voting is by poll, conducted by the Company’s registrar Link Market Services and overseen by the company’s auditor PwC, on a one share, one

vote principle.

Shareholders are provided with copies of the annual and interim report, and are encouraged to receive electronic communication by contacting

our registrar Link Market Services, see Linkmarketservices.co.nz. The annual shareholders notice of meeting is posted on the NZX website and

sent to shareholders at least 20 working days prior to the meeting. A link to Seeka’s announcements can be directly accessed from Seeka’s

website, see Seeka.co.nz/nzx-announcements.

Seeka’s current and historical share price is located on the NZX website, see nzx.com/instruments/SEK

Corporate calendar

In the normal course of business, the Board reports to the following schedule.

End of year market announcementLate February

Dividend paymentLate March

Annual shareholder meetingApril

Dividend paymentLate September

Stakeholder updateMid October

70ANNUAL REPORT 2018 | SEEKA LIMITED
Differences in practice to NZX Code

The following table summarises the material differences between Seeka’s corporate governance and the Code during the year. Where there are

differences, these have been approved by the Board.

PrincipleParagraphConcerningKey difference

3. Board Committees3.1Audit committee should have a

majority of independent directors.

To manage work load across the Board and best utilise skills,

the audit and risk committee has an independent chair and

two non-independent members.

3.1Audit committee should have a

director with an accounting or

financial background.

Audit and risk committee members do not have an

accounting background. Accounting expertise, however, is

provided by ex-officio member Fred Hutchings who is a Fellow

Chartered Accountant, with two members of the committee

having valuation and banking experience.

3.3Remuneration committee should

have a majority of independent

directors.

To manage workload across the Board, the charter only

specifies an independent chair. The current remuneration

committee, however, fulfils the code with an independent

chair, and independent director and a non-independent

director.

3.4Standing nominations committee.Nominations Committee Charter allows for the formation of

an ad-hoc committee as required.

3.6Takeover offer protocols and

procedures, including the

establishment of an independent

takeover committee.

The Board adopted a Takeover Response Manual in July

2018. Prior to the manual, the Board Charter provided for the

formation of an ad-hoc takeovers committee, comprised of

independent directors, to oversee the Board's response to any

takeover offer.

4. Reporting and Disclosure4.1Written continuous disclosure

policy.

The Board adopted a written policy February 2018. Prior

to the policy, the company followed NZX Listing Rules and

guidelines for continuous disclosure.

4.3Non-financial disclosures, including

environmental, economic and social

sustainability risks.

Currently provide extensive reports on non-financial

information to shareholders and other stakeholders. A formal

sustainability report is being developed for 2019.

8. Shareholder Rights and

Relations

8.5Posting annual shareholder notice

at least 28 days prior to the

meeting.

Current practice is a minimum of 20 working days prior to

the meeting. However, as this period includes three public

holidays, this meets the 28-day minimum.

71SEEKA LIMITED | ANNUAL REPORT 2018
DIRECTOR PROFILES

The following directors held office on 31 December 2018.

Fred Hutchings BBS, FCA

Independent, non-executive Chairman

Ex-officio member Audit and Risk Committee, Chair Remuneration Committee

Appointed 10 September 2012

Fred has commercial and business experience having been a partner at PricewaterhouseCoopers for 27 years where he specialised in assurance

and advisory services, particularly for agribusiness. He also held leadership roles in the partnership including Wellington and South Island

managing partner and for three years was a member of the firm's executive board.

Fred is a director of Speirs Group Limited and Speirs Food Limited, and retired as chairman of Tui Products Limited in 2018 when the business was

sold. He is a past president of Chartered Accountants Australia and New Zealand.

Martyn (Marty) Brick BAgCom

Non-executive Director

Member Audit and Risk Committee

Appointed 23 April 2013

Marty has experience in agribusiness having worked in a rural banking, finance, and horticulture. He established kiwifruit orchards in the Bay

of Plenty, and a post harvest operation which was later sold to Huka Pak. Marty became a director of Te Awanui Huka Pak and chairman of Te

Awanui Grower Council up until Huka Pak’s merger with Seeka in 2009.

Marty holds interests in kiwifruit orchards supplying Seeka.

John Burke BAgSc

Non-executive Director

Member Audit and Risk Committee

Appointed 24 April 2012

John has an agribusiness background and qualifications, having worked for the Rural Bank and operated a rural valuation and consultancy practice.

He has knowledge of kiwifruit operations from the orchard to the market having been the chief executive of Te Awanui Huka Pak where he helped

establish collaborative programmes into Asia and North America, before becoming the general manager Kiwifruit Vine Health.

John is a kiwifruit orchardist supplying Seeka, and a farmer.

Peter Ratahi (Ratahi) Cross

Non-executive Director

Member Remuneration Committee

Appointed 1 March 2016

Ratahi is the chairman of several trust boards throughout the eastern areas of the North Island. He chairs Te Awanui Huka Pak Limited and Ngai

Tukairangi Trust, the largest Maori kiwifruit grower in New Zealand. The trust operates orchards on the Matapihi Peninsula at Mount Maunganui,

and in 2017 purchased 60 hectares of SunGold orchards in the Hawke’s Bay.

Ratahi has a background in natural science specialising in native flora and fauna. He also lectures in Maori history for several tribes he belongs to.

72ANNUAL REPORT 2018 | SEEKA LIMITED
Amiel (Mel) Diaz BA, BSc, CPA, CISA

Non-executive Director

Appointed 19 October 2009

Mel is the head of the Philippine subsidiaries of Farmind Corporation. He has knowledge of the Asian fresh produce business, with an emphasis on

Japan and the Philippines, having previously been the head of new business ventures and the chief information technology officer at Dole Asia.

Mel has executive management experience in technology, telecommunications, manufacturing, finance, service, business consultancy and the

fresh produce industry, having worked for more than 30 years’ in various executive positions, board memberships and advisory roles.

Mel is a certified public accountant (CPA) in the Philippines and a certified information systems auditor (CISA) in the USA and the Philippines.

Cecilia Tarrant BA/LLB Hons, LLM

Independent, non-executive Director

Member Remuneration Committee

Appointed 27 April 2017

Cecilia is a professional company director. She is a director of Payments NZ, chair of the Government Superannuation Fund Authority, chair of

New Zealand Green Investment Finance Limited, a trustee of the University of Auckland Foundation and a member of the University of Auckland

Council. She has more than 25-years’ experience in law and banking, having worked as a lawyer in Auckland and San Francisco before becoming

an investment banker in New York and London.

Cecilia is involved in both the beef and dairy industries through her family’s ownership of a dry stock farm in the Waitomo area and partnership in

a dairy farm in the Otorohanga district. Her family have lived in the Waitomo area for more than 100 years.

Ashley Waugh BBS

Independent, non-executive Director

Chair Audit and Risk Committee

Appointed 21 May 2014

Ashley has experience in the fresh food industry having worked within the Australasian Fast Moving Consumer Goods (FMCG) markets for more

than 30 years. He also has global experience in the FMCG, foodservice and ingredients markets.

Ashley was the chief executive officer of Australian dairy foods and juice giant National Foods until its merger with Lion Nathan in 2009. His prior

business experience was with the New Zealand Dairy Board and Ford Motor Company.

He currently serves on the board of Colonial Motor Company and chaired Moa, New Zealand’s largest craft brewer, until retiring in 2017, and was

a director of Fonterra Co-operative Group Limited until retiring in November 2018.

Changes in Board membership

Board membership remained the same throughout 2018.

73SEEKA LIMITED | ANNUAL REPORT 2018
INTERESTS REGISTER

During the year the Group undertook related party transactions with directors in the ordinary course of the Company’s business and on usual

terms and conditions.

Directors have made general disclosures of interests in accordance with s140 (2) of the Companies Act 1993. New disclosures advised since

31 December 2017 are italicised.

Fred Hutchings Amwell Holdings Limited Director / Shareholder

Walker Nominees Limited Director

Seeka Employee Share Plan Trustees Limited Director

Speirs Group Limited and subsidiaries Director

Tui Products Limited (retired 27 September 2018) Director

AvoFresh Limited Director

Martyn Brick Strathboss Kiwifruit Limited Director / Shareholder

Seeka Growers Limited Director

Omega Kiwifruit Limited Director / Shareholder

Katoa Partnership Partner

Zespri International Limited Shareholder

Rokeby Trust Beneficiary

Rising Sun Orchards Limited Shareholder

John Burke J & D Burke Holdings Limited Director / Shareholder

Rokeby Trust Trustee

Zespri International Limited Shareholder

Pukekauri Farming Limited Director / Shareholder

Peter Cross Ngai Tukairangi Trust Trustee / Chairman

Te Awanui Huka Pak Limited Director

Amiel Diaz Farmind Philippines Inc. Director / Officer

Farmind Corporation of Japan Officer

Cecilia Tarrant Fletcher Building Limited (retired 1 September 2018) Director

Payments NZ Limited Director

Government Superannuation Fund Authority Chair

University of Auckland Foundation Trustee

ArcAngels Angel Investment Network Chair

University of Auckland Council Member

New Zealand Green Investment Finance Limited Chair

Ashley Waugh Primrose Hill Farm (Puke-Roha Limited) - Te Awamutu Director / Shareholder

The Colonial Motor Group Limited Director / Shareholder

Fonterra Co-operative Group Limited (retired 8 November 2018) Director / Shareholder

74ANNUAL REPORT 2018 | SEEKA LIMITED
DIRECTORS’ INTERESTS IN SEEKA LIMITED SECURITIES

The following table details director interests in shares at 31 December 2018.

InterestShares

Martyn BrickBeneficial

1

1,290,176

John BurkeBeneficial

2

84,360

Non beneficial

3

73,000

Peter CrossBeneficial

459,551

Non beneficial

4

1,714,410

Fred Hutchings Beneficial

5

40,502

Cecilia TarrantBeneficial

6,205

Ashley WaughBeneficial

7,166

1. Held by Omega Kiwifruit Limited, Strathboss Kiwifruit Limited and Martyn Brick, Christopher Mcfadden and John Burke as trustees of the Rockeby Trust.

2. Held by J&D Burke Holdings Limited.

3. Held by Martyn Brick, Christopher Mcfadden and John Burke as trustees of the Rockeby Trust.

4. Held by Ngai Tukairangi Trust and Te Awanui Huka Pak Limited.

5. Held by Walker Nominees Limited.

The following table details director dealings in Seeka shares during the year.

TransactionDateNumberTotal consideration

Martyn Brick

1

Purchase27 April 2018

360,000$1,944,000

Purchase

6

14 December 2018

444,870$1,890,698

Purchase31 December 2018

3,000$12,900

John Burke

2

Purchase

5

12 April 2018

607 $3,903

Purchase

5

8 October 2018

655$3,973

Purchase

6

14 December 2018

48,144$204,612

John Burke - non beneficial

3

Purchase

6

14 December 2018

70,000$297,500

Purchase31 December 2018

3,000$12,900

Peter Cross

4

Purchase

6

14 December 2018

447,000$1,899,750

Fred Hutchings Purchase

5

8 October 2018

184$1,116

Purchase

6

14 December 2018

30,318$128,852

Cecilia TarrantPurchase16 November 2018

1,500$8,505

Purchase

6

14 December 2018

4,705$19,996

Ashley WaughPurchase

6

14 December 2018

2,866$12,181

1. Held by Omega Kiwifruit Limited, Strathboss Kiwifruit Limited and Martyn Brick, Christopher Mcfadden and John Burke as trustees of the Rockeby Trust.

2. Held by J&D Burke Holdings Limited.

3. Held by Martyn Brick, Christopher Mcfadden and John Burke as trustees of the Rockeby Trust.

4. Held by Ngai Tukairangi Trust and Te Awanui Huka Pak Limited.

5. Acquired under the Seeka dividend reinvestment plan.

6. Acquired under Seeka's renounceable rights issue.

75SEEKA LIMITED | ANNUAL REPORT 2018
SUBSIDIARY COMPANIES

The following table details directors of Seeka Limited subsidiary companies in the financial year to 31 December 2018.

Michael Franks and Stuart McKinstry are officers of Seeka Limited. Robert Towgood is a senior manager at Seeka Limited. Anthony Motion is an

independent director for the Group’s Australian subsidiaries. New subsidiaries formed since 31 December 2017 are italicised.

New Zealand incorporated companies

Trading subsidiaries

AvoFresh Limited Michael Franks

Delicious Nutritious Food Company Limited Michael Franks, Stuart McKinstry

Integrated Fruit Supply & Logistics Limited Michael Franks

Kiwi Coast Growers (Te Puke) Limited Michael Franks, Stuart McKinstry

Seeka Te Puke Limited Michael Franks, Stuart McKinstry

Not-trading subsidiaries

Eleos Limited Michael Franks, Stuart McKinstry

Enviro Gro Limited Michael Franks

Glassfields (NZ) Limited Michael Franks, Stuart McKinstry

Guaranteed Sweet Limited Michael Franks, Stuart McKinstry

Kiwifruit Vine Protection Company Limited Michael Franks

Northland Horticulture GP Limited Michael Franks, Stuart McKinstry

Nutritious Delicious Food Company Limited Michael Franks, Stuart McKinstry

Seeka Dairy Ventures Limited Michael Franks, Robert Towgood

Seeka Fresh Limited Michael Franks, Stuart McKinstry

Australian incorporated companies

Little Haven Holdings Pty Limited Michael Franks, Stuart McKinstry, Anthony Motion

Seeka Australia Pty Limited Michael Franks, Stuart McKinstry, Anthony Motion

Seeka Pollen Australia Pty Limited Michael Franks, Stuart McKinstry, Anthony Motion

Directors of Group subsidiary companies did not undertake any share dealings in those companies.

Subsidiary directors’ interests register

Directors of Seeka subsidiaries have made general disclosures of interests in accordance with s140 (2) of the Companies Act 1993. No new

disclosures have been advised since 31 December 2017.

Michael Franks Rising Star Orchards Limited Director / Shareholder

Stuart McKinstry Rivas Orchards Limited Director / Shareholder

R&M Orchards Limited Director / Shareholder

Anthony Motion has not made any general interest disclosures in New Zealand incorporated companies.

Subsidiary company director remuneration

Seeka Limited officers Michael Franks and Stuart McKinstry, and senior manager Robert Towgood received no beneficial director’s fees or other

benefits except as employees.

The following table details the remuneration of Anthony Motion, the independent director for the Group’s Australian subsidiary companies.

Director feesAUDNZD @ $1.08

Anthony Motion

$ 20,000$ 21,600

76ANNUAL REPORT 2018 | SEEKA LIMITED
EMPLOYEE REMUNERATION

In 2018, the Group employed 237 permanent and more than 3,000 seasonal employees.

The Group had 100 employees (December 2017 - 95), including 8 employees (December 2017 – 6) employed by subsidiaries, that are not

directors whose annual cash remuneration and benefits (including motor vehicles and termination costs) exceed $100,000 in the financial year.

Remuneration20182017

$100,000 - $109,999

3325

$110,000 - $119,999

1518

$120,000 - $129,999

1514

$130,000 - $139,999

1012

$140,000 - $149,999

52

$150,000 - $159,999

22

$160,000 - $169,999

11

$170,000 - $179,999

36

$180,000 - $189,999

21

$190,000 - $199,999

12

$200,000 - $209,999

21

$210,000 - $219,999

11

$220,000 - $229,999

1-

$230,000 - $239,999

-2

$250,000 - $259,999

2-

$270,000 - $279,000

-1

$280,000 - $289,000

33

$290,000 - $299,999

-1

$310,000 - $319,999

1-

$330,000 - $339,999

-1

$350,000 - $359,999

11

$360,000 - $369,999

1-

$750,000 - $759,000

-1

$780,000 - $789,999

1-

Total

10095

Remuneration includes key performance indicator payments. Remuneration by the Group’s Australian subsidiary Seeka Australia in Australian

dollars was converted to New Zealand dollars using the average exchange rate for the year. The impact of movements in exchange rates from

2017 to 2018 was reviewed and would not have significantly changed the employee remuneration disclosure.

Employee share scheme

As part of their employment benefits, eligible permanent employees are invited to participate in Seeka’s employee share schemes. The current

2016 employee share scheme has 414,716 shares allocated to permanent employees at $3.88 per share.

Under the terms of the scheme and Seeka's 1 for 1.5 rights issue, a further 72,716 shares at $4.25 per share were issued to the scheme in

December 2018.

All shares in the 2016 employee share scheme vest in May 2019.

77SEEKA LIMITED | ANNUAL REPORT 2018
OTHER DISCLOSURES

Indemnities and insurance

Clause 9.7 of the Constitution allows the Company to indemnify and insure directors to the extent permitted by the Companies Act 1993. The

Company has provided insurance for all directors and officers, including directors of subsidiaries.

Summary of waivers granted by NZX

No waivers were granted, published or relied on by Seeka in the financial year ended 31 December 2018.

Donations

No donations were made by the company or its subsidiaries in the year ended 31 December 2018.

Divided reinvestment plan

Under the company's dividend reinvestment plan, holders of ordinary shares may elect to reinvest the net proceeds of cash dividends payable or

credited to acquire fully paid ordinary shares in the company.

Substantial product holders

The following table details information in compliance with s293 of the Financial Markets Act 2013 and is stated as at 31 December 2018. The total

number of ordinary listed shares of Seeka Limited at that date was 20,130,226.

SharesPercentage of shareholding

Sumifru Singapore Pte Limited

2,093,5587.14

Te Awanui Huka Pak Limited

1,714,4105.85

Farmind Corporation of Japan

1,650,5675.63

78ANNUAL REPORT 2018 | SEEKA LIMITED
OPERATING ASSETS STATISTICS

Retail services

Glassfields Auckland

Imported produce, ripening services,

wholesale market

Glassfields Christchurch

Imported produce, ripening services

Delicious Nutritious Food Company

Food manufacturing; Kiwi Crush, Kiwi Crushies,

Kiwiberry handling, Avocado oil

Laboratory services

VLS

Maturity and coolstore testing

Head Office

Seeka360

Grower centre

10

11

12

13

14

1, 2, 3, 4, 5, 12, 13, 14

6

7

11

10

8, 9

Post harvest facilities

1

Oakside

Compac Oakside 1

Compac Oakside 2

Compac Oakside 3

2

Transpack

Compac

3

KKP

Lynx

4

Huka Pak

MAF Roda

Compac

5

Main Road

Compac

6

Peninsula

Lynx

7

Kerikeri

Compac

8

Australia

Compac

9

Orchards

1

Seeka Australia

Seeka-owned orchards and land Hectares

In production ( 9 orchards ) 205

In development 83

Undeveloped land 278

Owned - New Zealand

Orchards owned and managed by Seeka

In production ( 6 orchards ) 65

Long term lease - New Zealand

Orchards developed on leased land

In production ( 15 orchards ) 100

In development 40

Leased orchards - New Zealand

Orchards leased from owners

In production ( 107 orchards ) 374

In development 1

Managed orchards - New Zealand

Orchards or vines managed for owners

In production ( 141 orchards ) 600

In development 66

1 New Zealand orchard hectares are as at 31 December 2018, and include T&G Horticulture orchards purchased after the 2018 crop had been harvested and handled by T&G

79SEEKA LIMITED | ANNUAL REPORT 2018
SECURITIES STATISTICS

Top 50 shareholders

Number of

ordinary shares

Percent

Sumifru Singapore Pte Limited

2,093,558 7.14

Te Awanui Huka Pak Limited

1,714,410 5.85

Farmind Corporation of Japan

1,650,567 5.63

First NZ Capital Securities Limited

1,254,464 4.28

Tomlinson Group Investments

1,249,363 4.26

Masfen Securities Limited

1,138,100 3.88

Omega Kiwifruit Limited

1,098,323 3.75

FNZ Custodians Limited

957,873 3.27

Custodial Services Limited

685,259 2.34

Forsyth Barr Custodians Limited

500,000 1.71

Seeka Employee Share Plan Trustees Limited

490,516 1.67

Christopher William Flood & Mark Schlagel

477,130 1.63

Accident Compensation Corporation

475,000 1.62

Riri Ellis & Helen Te Kani & Joshua Gear & Carlo Ellis

459,551 1.57

Citibank Nominees (Nz) Ltd

406,094 1.39

Gregory Alan Cole

339,146 1.16

Jack Law & Patricia Colleen Law

310,240 1.06

Anne Louise Bayliss & Christopher James Mcfadden

293,280 1.00

JPMorgan Chase Bank

290,566 0.99

New Zealand Permanent Trustees Limited

270,800 0.92

Lloyd James Christie

250,000 0.85

Robin Moss

235,295 0.80

Hettinger Nominees Limited

235,294 0.80

Burts Orchards (1997) Limited

220,922 0.75

Grant Keith Oakley & Deborah Jane Oakley & Brg Trustees 2013 Limited

200,001 0.68

Stewart Moss

178,251 0.61

BNP Paribas Nominees NZ Limited

170,637 0.58

MMC Limited

170,620 0.58

Matthew Ian Tremain & Beth Moreen Tremain

134,963 0.46

Malcolm John Cartwright & Helen Catherine Cartwright & Graeme Ingham Trustee Co Limited

130,028 0.44

Custodial Services Limited

129,442 0.44

Michael Gilbert Franks

123,506 0.42

Strathboss Kiwifruit Limited

118,853 0.41

Michael Walter Daniel & Nigel Geoffrey Burton & Michael Murray Benjamin

113,900 0.39

Jean Paul Henri Mathias Thull & Lyon Trustees 2014 Limited

113,661 0.39

David Grindell

111,000 0.38

Custodial Services Limited

108,741 0.37

Bowyer Orchards Limited

106,138 0.36

Penmaen Limited

106,060 0.36

Brian John Cotton Stapleton & Lois Eileen Cotton Stapleton

104,571 0.36

Murray Charles Salt & Heather Florrence Salt

103,770 0.35

Bryan Francis Grafas

103,271 0.35

Christopher Robert Malcolm & Helen Ann Malcolm

98,141 0.33

Robyn Adair Slater

98,089 0.33

Korau Guy Te Kani & Victoria Keltie Beadle Werohia & Marama Jacquiline Royal

91,986 0.31

Ian Dunbar Greaves & Nicola Anne Greaves & Craig Murray Thompson

89,010 0.30

JML Capital Limited

85,400 0.29

J and D Burke Holdings Limited

84,360 0.29

Martyn Timothy Brick & Christopher James Mcfadden & John Garland Burke

83,000 0.28

Terence Morrow Hawthorne & Gloria Nancy Hawthorne & Wood Walton Trustees (2007) Limited

77,076 0.26

Total

20,130,226 68.66

Shareholder analysis

Investors

Percentage

of investors

Shares

Percentage of

shares

By shareholding size

Up to 1,000 shares

411 25.06 202,469 0.69

1,001 to 5,000 shares

723 44.09 1,850,026 6.31

5,001 to 10,000 shares

234 14.27 1,695,369 5.78

10,001 to 50,000 shares

211 12.87 4,213,510 14.37

50,001 to 100,000

25 1.52 1,761,287 6.01

100,001 to 500,000

27 1.65 5,797,530 19.78

More than 500,000

9 0.55 13,797,279 47.06

Total

1,640 100.00 29,317,470 100.00

By residency

New Zealand shareholders

1,60197.62 24,951,490 85.11

Overseas shareholders

39 2.38 4,365,980 14.89

Total

1,640 100.00 29,317,470 100.00

As at 14 January 2019

80ANNUAL REPORT 2018 | SEEKA LIMITED
DIRECTORY

Board of directors

Fred Hutchings - Chairman

Martyn Brick

John Burke

Peter Ratahi Cross

Amiel Diaz

Cecilia Tarrant

Ashley Waugh

Audit and risk committee

Ashley Waugh – Chair

Martyn Brick

John Burke

Fred Hutchings - Ex-officio

Remuneration committee

Fred Hutchings – Chair

Ratahi Cross

Cecilia Tarrant

Company officers

Michael Franks

Chief Executive Officer

Stuart McKinstry

Chief Financial Officer and Company Secretary

Senior management team

Michael Franks

Chief Executive

Kate BryantKevin HallidayRay HookAnnmarie Lee

GM SupplyGM Post Harvest ServicesGM Retail ServicesGM Growers

Stuart McKinstryJason SwainRob TowgoodSimon Wells

Chief Financial OfficerGM Information ServicesCommercial ManagerGM Orchards

81SEEKA LIMITED | ANNUAL REPORT 2018
Registered office

Seeka Limited

34 Young Road, Paengaroa 3186

PO Box 47, Te Puke 3153

Seeka.co.nz

Auditor

PricewaterhouseCoopers

Auckland

Bankers

Westpac Banking Corporation

Auckland

Share register

Link Market Services Limited

Auckland

NZX

www.nzx.com

Legal advisors

Harmos Horton Lusk Limited

Auckland

MacKenzie Elvin

Tauranga

seeka.co.nz
34 Young Road, RD 9, Te Puke 3189

PO Box 47, Te Puke 3153, New Zealand

+64 7 573 0303, info@seeka.co.nz

---

Analyst Briefing Pack
Financial Results FY18

2
Financial

$7.4m profit after tax – up 27% on $5.8m in pcp

1

$0.37 earnings per share – up 16% on $0.32 in pcp$26.2m EBITDA – up 13% on $23.1m in pcp

Performing for our growers

31.4m trays of New Zealand kiwifruit harvested and

packed – up 23% on pcp

Growth

Acquired T&G Horticulture’s post harvest business a

nd kiwifruit orchards for $42.1m

2

Developing Australian orchards – 83 hectares in deve

lopment

3

Investing in New Zealand post harvest infrastructur

e

Recapitalised

Fully7subscribed rights issue raised $47.9m

Highlights 2018

1. Pcp is previous corresponding period to 31 December 20172. Yet to settle $9.8m of the purchase3. Kiwifruit and pears

3
Financial summary

Audited financial results FY18

NZDm

FY17

FY18

Change

Revenue

186.8

203.7

↑ 9%

EBITDA¹

23.1

26.2

↑ 13%

Net profit after tax

5.8

7.4

↑ 27%

1. EBITDA is earnings before interest, tax, depreciatio

n, amortisation, impairments and revaluations.

191.3

186.8

203.7

2016

2017

2018

24.8

23.1

26.2

2016

2017

2018

EBITDANZDmRevenueNZDm

4
Performance to guidance

Issued June 2017 and confirmed November 2017

Results ahead of guidance

NZDm

Change

on pcp

1

EBITDA

2

FY18 lower guidance

24.0

↑ 4%

FY18 upper guidance

25.0

↑ 8%

FY18 actual

26.2

↑ 13%

Net profit after taxFY18 lower guidance

6.5

↑ 12%

FY18 upper guidance

7.2

↑ 24%

FY18 actual

7.4

↑ 27%

1. Pcp is previous corresponding period to 31 December 20172. EBITDA is earnings before interest, tax, depreciatio

n, amortisation, impairments and revaluations.

NPATNZDmEBIDTANZDm

2524

23.1

26.2

FY17

FY18 guidance FY18 actual

7.26.5

5.8

7.4

FY17

FY18 guidance FY18 actual

5
Earnings, net debt and net asset backing37c Earnings per share

47

32

37

65

2016

2017

2018

1. In accordance with IAS, 2017 EPS was restated from th

e previously reported result due to December 2018 right

s issue

¹

2. 2016 Normalised EPS excludes $4.1m ($3.1m after tax

)

of insurance proceeds which reduces EPS to $0.47.

3. In 2017 a $1m prior period deferred tax adjustmen

t was

expensed. Impairments less revaluation gains resulted in a further $0.3m reduction.

NZD

FY17

FY18

Earnings per share

1

32 c

37 c

Net debt (NZDm)

83.1

79.1

Total assets (NZDm)

222.0

269.8

Net tangible assets per share

$ 5.18 $ 4.96

Earnings per shareCents

2

3

6
$116m

$142m

$191m

$187m

$204m

$11.3m

$13.9m

$24.8m

$23.1m

$26.2m

Higher kiwifruit volumes Hayward green up 23% SunGold up 24%

21.4m

27.8m

32.4m

25.7m

31.4m

2014

2015

2016

2017

2018

1. Includes insurance proceeds of $3.6m2. Pcp is previous corresponding period to 31 December 2017

9% increase in revenue on pcp

2

9% increase in revenue on pcp

2

13% increase in EBITDA on pcp13% increase in EBITDA on pcp23% increase in kiwifruit volumeson pcp23% increase in kiwifruit volumeson pcp

Millions

of trays

1

7
$0.22

$0.29

$0.65

$0.32

$0.37

$10.4m

$3.2m

$4.3m

$7.3m

$5.8m

$7.4m

2014

2015

2016

2017

2018

Net profit after tax and earnings per share

Insurance

proceeds

$

0.47 ¹

1. Normalised EPS excluding insurance settlement 2. Excludes effect of insurance settlement. 3. 2017 EPS was restated from the previously reported r

esult due to December 2018 rights issue

4. Pcp is previous corresponding period to 31 December 2017


16% increase Earnings per share on pcp

4

16% increase Earnings per share on pcp

4

27% increase Net profit after tax on pcp27% increase Net profit after tax on pcp

2

3

8
$20.8m¹ capex FY18Expenditure commitments FY187FY19


$18.6m Oakside expansion( Bay of Plenty )


$11.2m Northland expansion

2


$0.4m expansion of independent laboratory VLS

Capital expenditureExpanding infrastructure to support growth

5.6

16.4

40.9

20.9

20.8

2014

2015

2016

2017

2018

1. Excludes purchase of T&G Northland post harvest assets2. $17.6m announced, with $11.2m committed to at balan

ce date.

Capital expenditureNZDm

9
Northland orchard portfolioSecuring supply to Northland operations

Acquired T&G Horticulture’s post harvest business a

nd 6 kiwifruit orchards

in Kerikeri April 2017


Five of six T&G orchards settled FY18, one to settl

e on title

Seeka created a Northland sales portfolio of high v

alue orchards


Six T&G orchards, plus two non T&G orchards purchas

ed under option


80.7 hectares of kiwifruit, 15 hectares of lemons,

38 hectares undeveloped land


$25.9¹ invested at balance date with a further $9.8

m to be paid FY19

>

Includes $5.7m invested in 19.9 hectares of SunGold

licence

Orchards being sold with 15 year supply commitments


Secures long term supply to Northland post harvest

operations


$7.0m sold, with $0.6m gain


$15.1m under conditional contract


$20.6m being marketed for sale

2

$0.3m gain on sale of avocado orchard

1.$24.2m assets classified as held for sale, $1.7m in intan

gible assets

2. At cost: $25.9m invested at balance date, plus $9.8m y

et to pay, less $15.1m under contract

10
Capital strategyIn November 2018 Seeka commenced a three7stage plan to r

epay debt,

strengthen the balance sheet and provide funds for futur

e growth

1. Rights issue successfully completed

▪ $47.9m raised (after costs) – 11.7m new shares issu

ed

▪ 29.32m shares on issue▪ Institutions and large individual investors now on

share register

▪ Daily share market turnover and liquidity up ▪ Foreign ownership component of shareholders reduce

d from 24.9% to 15% (approx)

2. Grower loyalty share scheme approved by shareholders 14

February

▪ Implementation March 2019▪ 99% shareholder support

3. Employee share scheme

▪ Implementation March 2019

11
Net bank debtCash flow 2018, NZDm

1. The $25.9m cash inflow from orchard sales includes the sa

le of $24.2m for the carrying cost of orchards classified a

s assets held for sale

along with $1.7m of SunGold licences held as an intangib

le asset. Within FY19 Seeka is also expecting to pay $9.

8m to settle the purchase

of the sixth T&G Horticulture orchard on receiving title

, to be followed by its subsequent sale in the same peri

od.

2. Orchard purchases is $21.84m for the five T&G orchards, p

lus $8.37 to purchase the two non7T&G orchards, SunGold l

icences and costs.

83.12

79.06

53.16

10.47

30.21

20.76

6.06

3.64

5.24

9.38

0.49

12.17

47.92

25.90

2x EBITDA:Debt2x EBITDA:Debt

3xEBITDA:Debt3xEBITDA:Debt

2

Net bank

debt

Dec 17

Post harvest

purchase

Orchards purchase

Orchard

sales

Sale of

investments

Property,

plant and

equipment

Orchard

developments

Other

Operating

cash flow

Dividends Rights issue Net bank

debt

Dec 2018

Orchard

sales

1

Adjusted

bank debt

Dec 18

NORTHLAND

12
Fully imputed


Payment date: 22 March 2019


Record date: 15 March 2019

Dividend reinvestment plan applies24 cents paid in the last 12 months


Fully imputed

Dividend announcement12 cents per share to be paid 22 March 2019

10

10

12

12

12

Mar 17 Sep 17 Mar 18 Sep 18 Mar 19

DividendCents per share

Operating Segments

14
Segment performance summary

Revenue

( NZDm )

FY16A

FY17A

FY18A

Post harvest operations

110.8

96.7

123.8

Orchard operations

47.9

48.6

52.8

Retail services

16.8

24.3

11.5

Seeka Australia

15.2

16.5

14.9

Other

0.6

0.7

0.7

Total

191.3

186.8

203.7

Kiwifruit Avocado Kiwiberry

Total

Contract supply

1,696

317

10

2,023

Managed

436

43

2

481

Orchard lease

393

7

4

404

Long term lease

46

25

7

71

Total

2,571

392

16

2,979

New Zealand orchard supply arrangementsProducing hectares harvest 2018

Production

205

In development

83

Undeveloped land

278

Total

566

Seeka Australia owned orchards and landHectares, FY18 (all fruit)

EBIDTA

( NZDm )

FY16A

FY17A

FY18A

Post harvest operations

26.8

22.0

32.1

Orchard operations

5.6

6.4

3.4

Retail services

1.9

2.9

1.6

Seeka Australia

1.0

2.3

(0.1)

Other

(10.6)

(10.4)

(10.8)

Total

24.8

23.1

26.2

15
NZDm

2017

2018

Turnover / revenue

$ 48.6

$ 52.8

EBITDA

$ 6.4

$ 3.4

Millions of trays¹Hayward (green)

5.9

7.6

SunGold

2.6

3.1

Total

8.5

10.7

7.2

9.2

11.2

8.5

10.7

2014

2015

2016

2017

2018

Green

Gold

$3.4m EBITDA


Down 46% on pcp


End of long term orchard leases reduced EBITDA


Recovery in Hayward yields


SunGold progressing to full production

Grew 10.7m trays kiwifruit(37.9m kilograms)¹Grew 0.039m trays avocado (0.21m kilograms)

Orchard operationsGrowing 36% of kiwifruit supplied to post harvest

NZ kiwifruit grown¹Millions of class 1 trays

Growing kiwifruit, avocado and kiwiberry• Operate over 220 orchards via management, lease an

d long

term lease contracts

1. Kiwifruit volumes exclude crop from T&G acquisition or

chards, acquired crop off.

16
21.4

27.8

32.4

25.7

31.4

2014

2015

2016

2017

2018

$32.1m EBITDA


Up 46% on FY17

31.4m kiwifruit trays processed


Up 23%

Fruit loss


SunGold 7 0.78%


SunGold organic 7 0.17%


Hayward 7 3.73%


Hayward organic 7 1.09%

T&G Kerikeri post harvest facility acquired and integrated

April 2018

Post harvest operationsGenerating 61% of Group revenueProcessing service to harvest, pack, coolstore and supply kiwifruit, avocado and kiwiberry• Processes fruit from over 700 orchards including S

eeka’s

managed orchards and independent growers

NZDm

2017

2018

Turnover / revenue

$ 96.7

$ 123.8

EBITDA

$ 22.0

$ 32.1

Millions of traysHayward (green)

class1

15.6

19.2

SunGold

class 1

8.7

10.8

Class 2 and other

1.4

1.4

Total

25.7

31.4

NZ kiwifruit processedMillions of class 1 and 2 trays

17
$1.6m EBITDA


Down 44% on FY17

Tropical business performed below prior year

Avocado sales performed

well in a challenging year


New phytosanitary protocols agreed with Australia


China market opened FY18

Delicious Nutritious Food Company increased earnings to $0.46m, up 58%

Retail services operationsGenerating revenue from fruit processing and fruit reta

iling

Markets produce from Group operations plus imports and processes tropical fruits• Sell avocados under Seeka brand• Market New Zealand kiwifruit in Australasia and

work under collaborative marketing agreement with Zespri to market kiwifruit in Asia

• Import and ripen bananas and other tropical fruits• Operate a wholesale fruit and vegetable market• Delicious Nutritious Food Company manufacture

and market Kiwi Crush products, avocado oil and packing and distributing kiwiberry

NZDm

2017

2018

Turnover

$ 54.2

$ 39.9

Revenue

$ 24.3

$ 11.5

EBITDA

$ 2.9

$ 1.6

18
2,982

1,201

854

727

2,570

1,250

1,138

690

Kiwifruit

Nashi

Packham

Other

2017

2018

$(0.1)m EBITDA


Down 103% on FY17


Challenging growing season and

Australian management restructured

Psa7V detected October 2018 on 4.5 hectares of developing orchards


Containment strategy including buffer zone


$500k impact


Revised variety development plan


Delays full production by 12+ months

Australian operations

Integrated orchard to marketThe largest grower and supplier of Australian kiwif

ruit

and nashi pears• Nine large orchards, packs, markets and grow kiwif

ruit and nashi,

as well as European pears, apricots, plums and cher

ries

NZDm

2017

2018

Turnover / revenue

$ 16.5

$ 14.9

EBITDA

$ 2.3

$(0.1)

Australian-grown fruitTonnes

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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