Seeka Provides Notice of Meeting – ASM

Dear Shareholder,
We would be very pleased if you would attend Seeka Limited’s 2020 Annual Shareholders Meeting on
Friday 17 April 2020 commencing at 2:30pm at Seeka360, 34 Young Road, Paengaroa 3186, New Zealand.
In case you can't attend, please remember to complete and submit the enclosed Proxy Form so that it
reaches our share registrar, Link Market Services Limited, by 2:30pm on 15 April 2020.
For shareholders attending the Annual Meeting, please bring the enclosed Proxy Form to assist with your
registration.
2020
NOTICE OF ANNUAL
SHAREHOLDERS MEETING

2NOTICE OF MEETING 2020 | SEEKA LIMITED
NOTICE OF ANNUAL SHAREHOLDERS MEETING
NOTICE is hereby given that the Annual Meeting of Shareholders of Seeka Limited ("Seeka") will be held at Seeka360, 34 Young
Road, Paengaroa, on Friday, 17 April 2020 commencing at 2.30pm.
Ordinary business
The business of the Meeting is:
1. Annual Report and Accounts
"To receive, consider and adopt the Annual Report of Seeka and the Financial Statements for the year ended 31 December 2019 together
with the Auditor’s Report thereon."
2. Directors
To consider, and if thought fit, pass the following as ordinary resolutions:
a. "To re-elect Martyn Brick as a Director."
b. "To re-elect John Burke as a Director."
c. "To re-elect Cecilia Tarrant as a Director."
Explanatory note to these ordinary resolutions
Profiles of each candidate standing for re-election are enclosed.
In accordance with clause 23.1(i) of Seeka's constitution, Martyn Brick, John Burke and Cecilia Tarrant retire by rotation and,
being eligible, offer themselves for re-election.
The Board supports and recommends that Shareholders vote in favour of the election of Martyn Brick, John Burke and Cecilia
Tarrant.
No other nominations were received.
3. Directors' Remuneration
To consider, and if thought fit, pass the following as an ordinary resolution:
"That the pool of funds available for the remuneration of directors be increased by an amount of $80,000 per annum, from a maximum
of $450,000 per annum to a maximum of $530,000 in each financial year payable to all directors taken together, effective
1 January 2020."
Explanatory note to this resolution is on page 7.
4. Appointment and Remuneration of Auditors
"To record the re-appointment of PwC (PricewaterhouseCoopers) as auditor of the Company, and to authorise the Directors to fix the
remuneration and expenses of the auditor for the coming year."
General business
To consider any other matter that may be properly brought before the Meeting.

3SEEKA LIMITED | NOTICE OF MEETING 2020
Voting and proxies
The persons who will be entitled to vote at the Meeting are those persons who are registered on Seeka’s share register as holding
fully paid ordinary shares in Seeka on 15 April 2020 at 5.00pm. The Chairman advises that, pursuant to Seeka’s constitution, he
will call for voting on all resolutions to be by way of a poll, meaning that each Shareholder has one vote for each share held.
Resolutions 1, 2a, 2b, 2c, 3 and 4 are ordinary resolutions and must be passed by a simple majority of the votes of those
Shareholders entitled to vote and voting on the resolutions.
Every Shareholder, or that Shareholder’s proxy or representative, is entitled to attend the Meeting and vote.
Any Shareholder entitled to attend and vote at the Meeting may appoint a proxy to attend and vote on that Shareholder’s behalf.
The proxy need not be a Shareholder. You may appoint the Chairman of the Meeting as your proxy. If you appoint the Chairman
of the Meeting as your proxy and do not direct the Chairman how to vote in the proxy form, the Chairman will vote discretionary
proxies in favour of Resolutions 1, 2a, 2b, 2c and 4.
The Chairman is excluded from acting as discretionary proxy on Resolution 3 but may act as your proxy under your express
directions. In accordance with NZX Listing Rule 6.3.1, any director and any person who is an Associated Person (as that term is
defined in the NZX Listing Rules) of a director may not vote on Resolution 3. If you appoint any such person as your proxy, that
person will only be able to vote on Resolution 3 in accordance with your express instructions, as set out in your proxy form.
A corporation that is a Shareholder may appoint a person as its representative to attend the meeting and vote on its behalf, in the
same manner as that in which it could appoint a proxy.
A proxy form accompanies this Notice of Meeting. If you are unable to attend the Meeting in person, please complete the Proxy
Form and return it in the reply-paid envelope provided to (Link Market Services, PO Box 91976, Victoria Street West, Auckland
1142) or fax to 09 375 5990 or scan and email to meetings@linkmarketservices.co.nz (please put the words “Seeka Proxy Form” in
the subject line for easy identification) to arrive no later than 2.30pm on Wednesday 15 April 2020.
Alternatively, you may lodge your proxy online. Go to https://investorcentre.linkmarketservices.co.nz/voting/SEK.
Initial information including your CSN / Holder number and FIN (authorisation code) will be required to successfully validate
your holding online before shareholding information and voting pages are displayed.
A Shareholder will be taken to have signed the Proxy Form by lodging it in accordance with the instructions on the website.
The appointment of a proxy or representative does not preclude a Shareholder from attending and voting at the Meeting.
Independence of Directors
The Board has considered whether the directors seeking re-election (Martyn Brick, John Burke and Cecilia Tarrant) qualify as
independent directors under the NZX Listing Rules (the "Rules"), and Seeka's Board Charter.
Under the Rules, the Board must determine and identify its independent directors having regard to the non-exhaustive factors
described in recommendation 2.4 of the NZX Corporate Governance Code,
see www.nzx.com/regulation/nzx-rules-guidance/corporate-governance-code.
In addition, under Seeka's Board Charter, a director is deemed to be non-independent if he or she:
–is, or is associated (directly or indirectly) with, a shareholder holding 5% or more of the shares on issue in the Company and
is as a result likely to derive a substantial portion of his or her income from that relationship; or
–is an executive of the Company.
For the purposes of the Rules and Seeka's Board Charter, in the Board's view:
–if Martyn Brick is re-elected as a director, he will not qualify as an independent director;
–if John Burke is re-elected as a director, he will not qualify as an independent director;
–if Cecilia Tarrant is re-elected as a director, she will qualify as an independent director.
By order of the Board
S T McKinstry
Secretary
13 March 2020

4NOTICE OF MEETING 2020 | SEEKA LIMITED
CANDIDATE PROFILE
Martyn (Marty) Brick
BAgCom
Non-executive Director
Appointed 23 April 2013
Martyn or "Marty" has an agribusiness background and started working in the New Zealand rural banking and finance
industry after completing a Bachelor of Agricultural Commerce at Lincoln University.
He was appointed general manager of publicly-listed horticultural company Grocorp Pacific Limited where his primary
function was to manage large-scale fruit supply to both Enza and the New Zealand Kiwifruit Marketing Board.
Marty then established Omega Pack and Cool Limited, a kiwifruit business that was subsequently sold to Te Awanui
Huka Pak. He then became a director of Te Awanui Huka Pak and chairman of the Te Awanui Growers Council, positions
he held until Huka Pak was sold to Seeka in 2009.
Since the amalgamation, Marty has been a member of Seeka Growers Council and actively seeks improvement in all
aspects of producing kiwifruit to the offshore markets. He has in-depth experience in the kiwifruit industry and a passion
for growing that spans 40 years.

5SEEKA LIMITED | NOTICE OF MEETING 2020
CANDIDATE PROFILE
John Burke
BAgSc
Non-executive Director
Member Audit and Risk Committee
Appointed 24 April 2012
John is the former chief executive and director of Te Awanui Huka Pak Limited, a kiwifruit post harvest business. He has
an agri-business background having worked for the Rural Bank and operated a rural valuation and consultancy practice.
John was directly involved in developing the kiwifruit industry supply structure and has an intimate knowledge of kiwifruit
growing, processing and the supply chain, and while at Huka Pak established collaborative licences to directly export
kiwifruit to Asia and North America. Huka Pak’s kiwifruit business was sold to Seeka in 2009.
Previous roles include GM of Kiwifruit Vine Health and GM Apiary and Manuka Plantations for Comvita New Zealand
Limited. John is currently a co-ordinator for Project Parore - an environmental restoration project across seven
catchments in the Katikati region.
John is a director of Seeka Limited, a kiwifruit grower and a pastoral farmer.

6NOTICE OF MEETING 2020 | SEEKA LIMITED
CANDIDATE PROFILE
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 New Zealand Green Investment Finance
Limited, a trustee of the University of Auckland Foundation and a member of the University of Auckland Council.
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 over 100 years.
Cecilia is interested in entrepreneurship and innovation. She is the chair of the ArcAngels Angel Investment Network and a
member of ICE Angels. In addition to her governance roles, Cecilia is an executive-in-residence at the University of Auckland
Business School where she leads a women’s mentoring programme.
Cecilia previously worked in law and banking, first as a lawyer in Auckland and San Francisco and then as an investment banker
in New York and London. She worked as a lawyer for the firm of Simpson Grierson in Auckland before going overseas. In banking,
she worked first for Credit Suisse First Boston and then for Morgan Stanley. Her last position at Morgan Stanley was as a
managing director in the Global Capital Markets Group in London.

7SEEKA LIMITED | NOTICE OF MEETING 2020
EXPLANATORY NOTE - DIRECTORS' REMUNERATION
New Zealand director fees are normally based on the key factors
that define a business, including financial size, international
reach, industry segment, ownership structure, organisational
performance and Board performance.
Seeka directors are remunerated by fixed fees drawn from
the annual pool of director fees as approved by shareholders.
Each director’s fee is then set according to expected time
commitments and responsibilities as determined by the Board.
Seeka directors receive no equity-based remuneration, and
receive no performance or retirement benefits.
Seeka’s director remuneration policy is to set the annual pool
available for director fees at a mid-range point, relative to the
market, rather than using the top-end range, with the Chairman
using professional advice and market information to review
director remuneration within a two-year period. Approval from
shareholders to increase director remuneration was last sought
April 2018 when the pool limit was set at $450,000 per annum.
No pro-rata fee increase has been made between annual
shareholder meetings for director appointments as permitted by
the company's constitution.
Seeka engaged Strategic Pay Limited to review Seeka's director
remuneration in January 2020. Strategic Pay is an independent
remuneration consultancy that undertakes annual director
fees surveys, and used the key metrics of market capitalisation,
revenue, assets, and market sector (agribusiness), to benchmark
Seeka within their database of listed public companies and more
than 200 New Zealand private sector businesses.
To see Strategic Pay's full report visit www.seeka.co.nz/investors.
The Board considered Strategic Pay's recommendations, and took
into account Seeka's performance, growth in complexity, scale
of operations, regulatory risks and obligations, and recommends
that the pool available to pay director fees be increased by
$80,000 from $450,000 per annum to $530,000.
If approved, the Board proposes to allocate the pool as detailed in the following table, effective from 1 January 2020.
NumberCurrent pool2020 proposalIncrease
Annual pool of director fees
$ 450,000$ 530,00017.8%
Individual allocations As determined by the Board
Chairman
1$ 100,000$ 125,000
1
25.0%
Chair Audit and Risk Committee
1$ 67,500$ 77,50014.8%
Directors - Non Executive
5$ 56,500$ 62,50010.6%
New Director - Succession Planning
-$ 15,000
Total allocation
7$ 450,000$ 530,00017.8%
As part of the Board's succession planning, the proposed pool has a $15,000 provisional fee for the Board to appoint a new director prior
to the 2021 annual shareholder meeting. If the Board makes an appointment, at the 2021 annual shareholder meeting the new director
would stand for election, and if successful a sitting director would retire with the number of directors reverting to seven, as provided for
under Seeka's constitution.
Background information
The following table summarises medium benchmarking data provided by Strategic Pay from their survey of director and chairman fees.
Strategic Pay key metricsSeeka FY19Survey rangeSurvey sampleDirector fees Chairman fees
Market capitalisation
$ 148m$ 75m - $ 225m14$ 70,000$ 125,000
Revenue
$ 237m$ 190m - $ 290m13$ 80,000$ 145,000
Assets
$ 368m $ 300m - $ 500m13$ 63,560$ 117,000
Industry
AgribusinessN/A8$ 50,000$ 102,500
Private sector companies
N/A200$ 60,460-
Seeka Board proposal April 2020
$ 56,500$ 125,000
The following table summarises the growth in Seeka's business over the two year period since director remuneration was last
reviewed April 2018.
Seeka key business metricsFY17 $000sFY19 $000sIncrease
Market capitalisation - 31 December
$ 102,675$ 147,73343.9%
Revenue
$ 186,814$ 236,86826.8%
Total assets
2
$ 249,598$ 368,24647.5%
1. Consistent with Strategic Pay's advice that New Zealand chairman fees are typically twice the base director fee.
2. NZ IFRS16 Leases was implemented FY19, with the FY17 total assets value restated as if the standard had always applied. Excluding the right-of-use
lease assets, total assets at 31 December 2019 would be $323m, an increase of 45.6% on FY17 total assets of $222m.

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
LOCATION OF ANNUAL SHAREHOLDERS MEETING
Seeka360
34 Young Road, Paengaroa 3186, New Zealand
Friday, 17 April 2020 commencing at 2.30pm
Please bring the enclosed Proxy Form to assist with your registration.
SH33 Rotorua
SH2 Whakatane
Te Puke Highway
Seeka360
SH2 Tauranga
Eastern Link
Maketu Road
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