Seeka Limited/Announcement
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Seeka announces its 31 December 2020 result

Full Year Results25 February 2021SEKConsumer Staples

1SEEKA LIMITED | ANNUAL REPORT 2020
2020

ANNUAL REPORT

ANNUAL REPORT 2020 | SEEKA LIMITED2
CONTENTS

1

From the Chairman and Chief Executive

13

Seeka's business

17

Sustainability report

23

2020 financial statements

67

Independent auditor's report

74

Corporate governance and disclosures

92

Directory

1SEEKA LIMITED | ANNUAL REPORT 2020
FROM THE CHAIRMAN AND CHIEF EXECUTIVE

It is our pleasure to provide you with this commentary on Seeka’s financial and operational performance for the year ended

31 December 2020. Without doubt, 2020 was the most challenging year since Psa impacted the kiwifruit industry.

This report provides details on the audited results for the 12 months, operational performance of our business segments, the

impact of Covid-19, health and safety, Seeka’s strategy, capacity and automation, the Seeka team, shareholder dividends and

business outlook.

Covid-19, drought, a change to kiwifruit clearance protocols and severe labour shortages created unprecedented operational

and financial challenges for our New Zealand and Australian businesses. While contending with additional costs from stringent

hygiene protocols, Seeka received no Government wage subsidy in 2020.

Despite the challenges, the Group successfully completed all harvests; an outstanding achievement by our people who continued

to provide an essential service as Covid-19 posed a very real threat to their health and the welfare of their whānau. Our people

responded with commitment and innovation, drawing together as a team to deliver a timely harvest to our growers and business

continuity to our stakeholders. This continued into the second half of the year with the New Zealand avocado and Australian

pear and apricot harvests. Seeka strives to provide our customers with a reliable supply of high-quality produce as we manage

challenges across our supply chain. For example, nearly every consignment of Seeka New Zealand avocados experienced

significant disruption.

Our teams continued to excel and their commitment and drive have delivered our shareholders and growers outstanding results.

The team focussed on getting the job done.

Seeka delivered a higher profit despite facing higher costs, a limited labour force and lower fruit volumes from summer drought.

The company lowered debt and maintained shareholder dividends, and our customers were delighted with the quality of our

produce.

Improving underlying financial performance is a key focus for the company.

Seeka continued to sell down Northland orchards and has sold and leased back three Australian kiwifruit orchards. Taking more

than 12 months to transact, the Australian sale realised profit, lowered debt and provides confidence to continue developing

Australian orchards.

Finally, by way of introduction, Seeka progressed initiatives that address the risks and opportunities of climate change. The

Board established a sustainability committee to work with management and develop actions and strategies to become a more

sustainable business. Seeka’s second annual sustainability report is included in this document with work underway to ensure

Seeka’s environmental, social and governance initiatives will be a feature of stakeholder reporting.

ANNUAL REPORT 2020 | SEEKA LIMITED2
Highlights

Key financial components of the 2020 financial year include:

–$251.5m revenue (previous corresponding period to December 2020 (pcp): $236.9m); up 6%.

–$15.2m profit after tax (pcp: $6.9m); up 120%.

–$16.3m profit before tax (pcp: $9.9m); up 65%.

–$42.9m EBITDA (pcp: $34.5m); up 24%.

–$375.4m of assets; up 2.0% from the pcp.

–$0.22 dividend paid per share or declared during the year.

–$77.9m net interest-bearing debt; a decrease of $38.9m from the pcp (33%).

–$28.2m sale and leaseback of three Australian kiwifruit orchards, the sale lowered debt and realised a $6.2m gain.

–$10.7m sales of Northland orchards for a realised $2.8m gain.

–$5.6m tax benefit from the reintroduction of tax deductibility of depreciation on buildings.

Key operational components include:

–Successful harvest and processing operations across New Zealand and Australia including kiwifruit, avocado, kiwiberry, nashi

and pears.

–Low fruit loss of New Zealand kiwifruit (Hayward conventional 1.25%, Hayward organic 0.38% and SunGold 0.90%) and

delivered industry-leading quality to Zespri.

–33.4m tray equivalents of kiwifruit packed by New Zealand post harvest (pcp: 33.5m).

–Incurred $3.1m of direct Covid-19 costs and an estimated $2.2m of productivity losses.

–Successful and timely completion of the harvest, despite extreme labour shortages.

–Disappointingly three serious harm injuries, two involving forklifts and one involving a tractor; corrective actions and traffic

management plans in place at all sites.

3SEEKA LIMITED | ANNUAL REPORT 2020
Financial performance

The following table outlines Seeka’s performance for the year.

New Zealand dollarsFY2020FY2019Change

Total revenue ($m)

$ 251.5 $ 236.9 6%

EBITDA


before impairments and revaluations ($m)

$ 42.9 $ 34.5 24%

EBIT ($m)

$ 24.3 $ 17.6 39%

NPAT ($m)

$ 15.2 $ 6.9 120%

Basic earnings per share

$ 0.52 $ 0.23 126%

Net bank debt ($m)

$ 77.9 $ 116.8 ( 33%)

Highlights across the business

Business highlights for the year include:

–The commitment and leadership shown by our people to complete successful kiwifruit harvests in New Zealand and

Australia despite the impact of drought, Covid-19 and labour availability,

–Seeka achieved excellent growth in its retail services business that improved financial performance,

–Excellent returns in the kiwiberry and avocado programmes,

–Australian orcharding operations had a pleasing improvement and,

– Successful sell down of Northland orchards and sale and leaseback of three Australian kiwifruit orchards.

ANNUAL REPORT 2020 | SEEKA LIMITED4
Review of operations

Financial

Revenue for the twelve months ended 31 December 2020 increased 6% to $251.46m (pcp: $236.87m). Consolidated earnings

before interest, tax, depreciation and amortisation (EBITDA) was $42.95m (pcp: $34.52m); up 24%. Profit before tax improved

by $6.42m (65%) to $16.28m and profit after tax improved by $8.27m (120%) to $15.15m.

These results include a number of gains from the continuing orchard sales along with significant improvements in Australian and

retail services operations.

Gains on orchard sales include:

–$2.8m from the sale of Northland orchards, and

– $6.2m from the sale and leaseback of three Australian kiwifruit orchards. The gain on sale is calculated under NZ IFRS 16

which considers leaseback commitment.

Results were impacted by:

–$3.1m direct costs of Covid-19,

–$2.2m from productivity losses and Covid-19-related constraints, and

–$5.0m from the estimated effects of the drought on Hayward production volumes.

Additionally, there was a deferred tax benefit of $5.6m from the reintroduction of tax deductibility of depreciation on buildings.

Net cash flow from operations totalled $26.35m, compared against $18.59m in the pcp.

Seeka received $43.04m in proceeds from properties held for sale (pcp: $44.53m) and invested $13.50m in property, plant and

equipment (pcp: $34.67m). In addition, Seeka invested $6.78m in long term leased orchards in New Zealand, $1.07m in orchard

developments in Australia and $1.00m in the Wai O Kaha Gold Landowners Limited Partnership. Working with the Provincial

Growth Fund and local hapū, this partnership is developing 40 hectares of Hayward orchards at Raukokore on the East Cape.

Net debt at 31 December 2020 was $77.85m (pcp: $116.79m) (bank loans less bank deposits); a decrease of $38.93m, driven by

the planned disposals of orchards held for sale. This reduction reflects our strategy of reducing bank borrowings used to acquire

Northland kiwifruit orchards and business from T&G, and Aongatete Coolstores Limited. Seeka continues to review its asset

holdings to ensure they are consistent with strategy and earn the cost of capital.

5SEEKA LIMITED | ANNUAL REPORT 2020
$191.32

$186.81

Total revenue

NZ$million

$24.76

$23.13

EBITDA

NZ$million

$10.39

$5.83

$203.71

$236.87

$251.5

$33.30

$26.22

2

$34.52

$42.95

$6.65

$6.88

$15.15

$7.42

2

Net profit after tax

NZ$million

$21.13

1

1. Excludes effect of 2017 insurance settlement on EBITDA and NPAT.

2. EBITDA and NPAT as reported 2018 pre implementation of NZ IFRS 16.

$7.30

1

201620172018201920202016201720182019202020162017201820192020

Key financial indicators

ANNUAL REPORT 2020 | SEEKA LIMITED6
New Zealand orchard operations

Orchard operations span from Northland through to the Coromandel, Bay of Plenty and East Coast, with orcharding covering the

growing of kiwifruit, avocado and kiwiberry on leased, long term leased, and Seeka-owned orchards. This business also provides

comprehensive orchard management and vine management services to orchard owners and develops orchards under contract

for landowners under long term leases, including in partnership with iwi.

12.98m trays of kiwifruit were grown in 2020, compared to 11.42m trays in the pcp. For the second year, Hayward volumes were

affected by drought, being down an estimated 0.5m trays. At an average 10,200 trays per hectare in 2020, Hayward yields were

below the five-year average of 10,800 trays per hectare. While we expect drought to become more common in the future, the

2021 outlook is an improvement in volumes and fruit size, particularly for Hayward.

Seeka also grew 1,041,677 kilograms of avocado (pcp: 732,000 kgs) and 171,750 kilograms of kiwiberry (pcp: 64,400 kgs).

Orchard operations revenue of $75.71m is up $3.29m from the pcp reflecting higher returns from Zespri, higher avocado returns

and the sale of a small amount of SunGold license.

EBITDA for the year totalled $5.44m compared to pcp $4.99m after paying higher labour and compliance costs.

Seeka has a strategy to continue investing in long term leases to secure supply, with fruit volumes set to increase as these

orchards reach maturity. This includes the $1m investment in the Wai O Kaha Landowners Limited Partnership in conjunction

with local Raukokore hapū and the Provincial Growth Fund. In addition, we are developing a new seven-hectare SunGold orchard

in partnership with Ngāti Pūkenga in Welcome Bay.

Orchard revenue and volumes

NZ$million, millions of class 1 kiwifruit trays

Orchard EBITDA

NZ$million

Orchard assets

NZ$million

1. EBITDA 2018 and orchard assets 2017 and 2018 reported pre implementation of NZ IFRS 16, with restated values in dark blue. 2016 comparatives are pre NZ IFRS 16.

11.16m

8.45m

10.68m

11.42m

12.98m

$5.64

$6.38

$3.42m

1

$4.21

$4.99

$5.44

$33.56

$29.69

$38.96

$54.18

$63.44

$47.89

$48.58

$52.83

$72.42

$75.71

201620172018201920202016201720182019202020162017201820192020

$3.5.50m

1

$27.79m

1

7SEEKA LIMITED | ANNUAL REPORT 2020
New Zealand post harvest operations

Post harvest operates eight major facilities spread throughout the major growing regions in the North Island, and handles all

produce from our orcharding operations and from our independent growers.

In 2020, Seeka packed 33.4m trays of kiwifruit (pcp: 33.5m), down on expectation as drought impacted volumes by an estimated

2.4m trays, along with a loss of supply as new maturity protocols caused a short-term harvest rush whereby the volumes of fruit

deemed mature for harvest outstripped our capacity over a short period. Post harvest packed 760,000 trays of avocados and

82,000 trays of kiwiberry as well as contract packing citrus and blueberries in Kerikeri.

Post harvest revenue of $140.09m is similar to last season (pcp: $140.11m) reflecting a shorter storage year and selling season.

Costs increased from Covid-19 protocols, lower than expected volumes, and higher wage rates. EBITDA of $41.87m, while up on

the pcp’s $40.98m, is down on expectation.

Post harvest revenue and volumes

NZ$million, millions of kiwifruit trays

Post harvest assets

NZ$million

Post Harvest EBITDA

NZ$million

1. Excludes effect of 2017 insurance settlement on EBITDA.

2. EBITDA 2018 and post harvest assets 2017 and 2018 reported pre implementation of NZ IFRS 16. 2016 comparatives are pre NZ IFRS 16.

32.44m

25.68m

31.41m

33.46m

33.40m

$26.78

$21.96

$32.10

2

$37.16

$40.98

$41.87

$23.16

1

$111.72

$147.44

$165.40

$222.89

$232.74

$110.82

$96.70

$123.81

$140.11$140.09

201620172018201920202016201720182019202020162017201820192020

$144.48

2

$125.13

2

ANNUAL REPORT 2020 | SEEKA LIMITED8
New Zealand retail services operations

Includes the supply, export and sale of avocados, kiwiberry and class 2 New Zealand kiwifruit, sale of New Zealand kiwifruit

through collaborative programmes, operation of the New Zealand wholesale marketing business including imported tropical

fruits, and the manufacture and sale of Kiwi Crush and avocado oil.

A remarkable increase in revenue was achieved with a total of $21.80m compared to pcp of $12.30m (up 77%).

EBITDA of $3.00m is 79.6% up on the pcp’s $1.67m. This was achieved from a sound strategy and good execution of the plan.

Momentum continues to build with vibrant leadership, dedicated staff, great customer relationships, and high quality produce.

Australia operations

Seeka Australia Pty Limited, a 100% Seeka-owned company, leases and operates kiwifruit orchards, and owns and operates

nashi and pear orchards along with associated post harvest facilities in Victoria, directly marketing Seeka’s Australian produce

domestically and to export customers.

Kiwifruit yields were lower than expected following a very hot and dry summer which impacted fruit size. The kiwifruit business,

however, remains profitable. Green nashi sales returned to profitability as Seeka balanced supply to demand. Seeka sold its first

crop of the exciting new Ricó pear variety in 2020.

Total revenue for the year of $13.06m compares to pcp of $11.59m. EBITDA of $7.44m includes a $6.18m gain on sale of

Australian kiwifruit orchards. This delivered operational EBITDA of $1.26m which compares against negative $0.63m in the pcp.

The gain on sale is calculated in accordance with NZ IFRS 16 which takes into account the future lease liability with the sale price

much higher than the asset’s historical carrying value.

A tremendous job by our Australian team has made the business profitable. They executed a strategy that supplied profitable

product lines and delivered our customers excellent produce.

The sale of the mature kiwifruit orchards for AU$26.5m has reduced debt and yielded profit. Seeka has a further 63 hectares of

kiwifruit in development and a further 11 hectares of Ricó pears coming into production, and are trialling exciting new nashi pear

varieties.

Seeka remains positive about its Australian investment strategy.

Avocados and kiwiberry positive highlights

Seeka continues to build its emerging categories of kiwiberry and avocado. These varieties positively contribute to Seeka’s

earnings while delivering competitive returns to growers.

82,000 trays of kiwiberry were successfully harvested and marketed directly and in collaboration with Freshmax. Grower orchard

gate returns averaged an estimated $220,000 per hectare with the highest return over $320,000.

Likewise, Seeka’s avocado business continues to grow delivering supplying growers a premium return for their crop, while lifting

shareholder returns by utilising plant and equipment outside of the kiwifruit season.

These categories are sold under the Seeka brand, which is building a solid reputation for quality. Seeka is creating retail consumer

demand that generates superior returns to our growers.

9SEEKA LIMITED | ANNUAL REPORT 2020
Impact of Covid-19

Seeka proactively prepared for Covid-19 with a response committee formed prior to harvest and lockdown. The committee

included senior operational and support managers who prepared and executed mechanisms to ensure the safety of our people.

Actions included moving workers sourced from overseas through the recognised seasonal employer (RSE) programme to less

densely populated accommodation facilities. Quarantine facilities were established to house overseas workers who may have

Covid-19 like symptoms to separate them from others; this provided an excellent buffer when the normal winter flu symptoms

arrived.

When a manager of a third-party local accommodation facility was confirmed as Covid-19 positive, Seeka transferred people to

Seeka's quarantine facility until they tested negative. Seeka worked closely with the health professionals managing the Covid-19

response. The committee also sourced items including masks, gloves, sanitiser and thermometers well ahead of lockdown along

with protocols to achieve physical distancing and temperature monitoring.

Seeka’s packhouses and sites were established as “bubbles” with a total ban on personnel moving between facilities. Should

Seeka face a lockdown again, these procedures will be reinstated. The response committee continues to meet regularly and is

ensuring full preparedness for the coming 2021 harvests.

Covid-19 meant many of our experienced overseas workers were unable to return to New Zealand. The number of RSEs in New

Zealand and able to work further reduced as we responsibly aided their return once their work programme completed and they

requested to return home. We facilitated repatriation flights on their behalf. The number of continuing RSE workers for 2021 is

critically low. Seeka expects to have 460 RSEs for 2021 compared to a normal complement of 1180.

Seeka is operating a recruitment programme to attract New Zealanders to orchard work. Collaborating with the Ministry of Social

Development, the Ministry of Primary Industries, Te Arawa and Ngāti Hine, our training and induction programme is helping

interested people become “employment ready”. We are making every effort to fill the seasonal workforce, delivering training

on the available work, safety practices, well-being assessments, and skill-based training including forklift driving. This initiative

complements our long-standing orchard and post harvest cadet pathway.

Labour costs are expected to increase 18% in 2021, impacting orcharding and post harvest costs.

We worked to proactively ensure all our people were safe and in addition to our ongoing traffic management plans and guarding

upgrades we rolled out new Covid-19 protocols, including:

–New access and egress processes ensure physical distancing,

–New temporary tearooms,

–Access to gloves, masks and hand sanitiser,

–Strict 24-hour cleaning regime across all sites,

–Work bubbles with personnel prohibited from travelling between facilities,

–Limited site access from contractors and outside personnel,

–Developed and deployed screens to ensure two metres of separation on all packing lines, and

– Seeka’s wholesale markets continued to operate as an essential service, with strict physical distancing protocols.

Seeka estimates Covid-19 added $5.3m of costs to harvest 2020; $3.1m of direct Covid-19 operating costs plus $2.2m from

volume loss due to extraordinary productivity constraints.

ANNUAL REPORT 2020 | SEEKA LIMITED10
Health and safety

This season's lockdown placed significant load on our safety programme, which was exacerbated by the severe shortage of

people. Seeka took all efforts to ensure that we kept our people safe and invested in their safety. We focus on continuous

improvement to ensure the health and safety of all personnel at all locations, with all reported incidents and near-misses

investigated. We reviewed and improved traffic management systems, installed new barriers at post harvest sites, rolled out new

fatigue-management systems, and invested in machine guarding. Forklifts are now largely segregated from post harvest areas

with foot traffic. Seeka has reviewed its tractor fleet and purchased 30 new tractors for 2021 harvest operations at a cost of over

$1m.

Disappointingly, after lockdown ended there were two post harvest serious harm incidents involving forklifts, and one in orchard

operations involving the loading of a tractor for transportation. These impacted the severity rate in the period. All incidents were

reviewed, including independent review of the post harvest incidents, as the company relentlessly drives for a safer environment.

Seeka continues to refine its safety focus.

The following table shows key safety measures against annual thresholds.

2020 Target2020 Actuals

Total recordable injury frequency rate


Less than 4.5

4.5

Notifiable injuries

03

Notifiable injuries including incidents

13

Severity rate Less than 4.5

11.4

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

Severity rate measures the average number of days that an injured person is away from work. Seeka had 3 notifiable injuries in 2019.

11SEEKA LIMITED | ANNUAL REPORT 2020
Strategic highlights

While continuity of operations was the major focus throughout the lockdown, Seeka was able to make significant strategic

progress in 2020. Kiwifruit is our core product, with the company diversifying geographically and targeting complementary

produce categories. The focus is on growth that delivers accretive value to our stakeholders, including shareholders, growers,

employees, contractors and community. We work to deliver our marketers, principally Zespri, the highest quality fruit and deliver

our growers great returns through our supply chain.

Seeka has excelled where it operates the entire value chain from the orchard to the customer and delivered incremental

returns to growers; as demonstrated by avocados and kiwiberry. We deliver orchard-to-market excellence in New Zealand

kiwifruit, avocados, class 2 kiwifruit, and kiwiberry, along with Australian kiwifruit, nashi and European pears, and have achieved

an excellent improvement in the operational and financial performance of our New Zealand retail services and Australian

businesses.

Seeka has focussed on consolidating its position, refining its management structures, and selling orchards with secure supply

contracts to reset debt while pursuing operational excellence.

The company has focussed on asset utilisation and capacity planning and has substantially built the infrastructure to handle the

anticipated immediate volumes. Seeka has deliberately positioned itself in Northland to provide excellent service to the region’s

growth in avocados and kiwifruit and has increased its avocado market share.

Capacity and automation

Analysis of future crop volumes indicate that Seeka has sufficient post harvest capacity for the 2021 and 2022 seasons,

with additional capacity required for 2023. The company is evaluating options for capacity expansion and is considering the

development of a new post harvest complex on the Pukenga Orchard in Young Road, Te Puke. The Board is expected to consider

this investment mid-year with any construction occurring in 2022.

Seeka continues to evaluate and deploy automation and information systems to drive efficiency, including in-shed automation

technology that reduces labour. New on-orchard scanning technology is providing an exciting opportunity to improve on-orchard

efficiency and reduce costs. By providing accurate measurements, the technology will improve winter pruning, crop optimisation

and crop estimation.

The Seeka team

We are very proud of the performance and commitment of all employees in what was a challenging year both operationally and

personally for everyone.

We have a clear strategy to be the employer of choice in a tight labour market. The company has increased wages and continued

to implement competitive remuneration levels. Talent development is one of our key platforms and we have created new joint

ventures to recruit and train New Zealanders to work in our industry.

Seeka actively sources New Zealand workers to fulfil peak seasonal labour demand and operates in parallel a RSE programme

that delivers focussed pastoral care for our overseas’ workers. Of our 3,500 strong seasonal workforce, 1,073 were scheduled to

come from overseas via this scheme. Seeka remains engaged with the New Zealand Government, noting that even with higher

domestic unemployment there remains insufficient local seasonal labour to safely undertake the harvests.

ANNUAL REPORT 2020 | SEEKA LIMITED12
Dividend

A dividend of $0.12 per share has been declared by the Board. The dividend is fully imputed and will be paid 30 March 2021 to

all shareholders on the register at 5pm on 5 March 2021. The dividend reinvestment plan will apply with a 2% discount to the

strike price. The total dividends distributed or declared in the 12 months to 31 December 2020 is $0.22 per share (12 months to

31 December 2019 - $0.24).

Outlook

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

Lifting the base business operating profits is one of our strategic platforms. While kiwifruit is Seeka’s foundation crop, the

company also has a growing fruit bowl including avocados, kiwiberry, nashi and European pears across New Zealand and

Australia. We are a growth company and we continue to focus on profitable growth.

Additional capacity is required for the 2023 season with key investment decisions to be made in 2021.

Summary

We are proud of how the company has performed in an unprecedented, challenging environment. Covid-19 tested the resilience

of our people, but with their dedication and leadership the Seeka team and our community got the job done.

The company is responding to a changing climate and environment by the creation of a Board sustainability committee and

targeted initiatives intended to "Grow a Better Future", as detailed in the sustainability report.

Seeka ends the year having achieved a record profit, maintained dividends and significantly lowered debt. We are ready and

prepared to continue our growth journey knowing that lifting base profitability is a key strategic platform.

We thank all growers, shareholders and stakeholders for the loyalty and support you willingly give to Seeka.

Fred Hutchings Michael Franks

Chairman Chief executive

13SEEKA LIMITED | ANNUAL REPORT 2020
Seeka's business

Delivering an essential service

ANNUAL REPORT 2020 | SEEKA LIMITED14
ORCHARD-TO-MARKET PRODUCE HANDLER

Seeka’s works to supply premium, healthy produce to international

consumers. We’re a cornerstone handler of New Zealand-grown kiwifruit,

and also supply significant volumes of New Zealand avocado and kiwiberry.

We’ve also expanded our operations in Australia where Seeka is that

country’s largest producer of kiwifruit and nashi.

Our services and our clients

Seeka’s core product is kiwifruit, our core operation is post harvest services,

and our core clients are orchard owners. We handle a fifth of New Zealand’s

annual kiwifruit crop, and charge our clients a per-tray fee to grade, pack,

coolstore and send their crop to the port for export.

Seeka also helps our clients by managing their orchards at cost plus a per-

hectare fee, or we may lease their orchards, in which case Seeka owns the

crop and shares the profits of fruit production. Seeka also develops orchards

on long-term leased land, owns these orchard investments for the duration

of the lease, and shares profits of fruit production with the landowner.

Each season, Seeka’s orchard management, leasing, and long-term leases

produce around 8% of the national crop, and help secure product for our

core post harvest business.

While New Zealand kiwifruit exports beyond Australia are managed by

the industry-regulated marketer, we’re optimising our clients’ returns

through our New Zealand and Australian sales programmes. Each season

we market around 5% of kiwifruit produced on our New Zealand clients’

orchards and collect a commission on market returns.

Expanding our product range

Our business works along the supply chain from orchard to market, and

we’re a key service provider in the large North Island horticulture regions.

We’ve expanded our operations and added revenue streams by servicing

the fast-growing avocado sector and the niche kiwiberry market. Seeka

provides the same integrated orcharding, post harvest and retail services

to our avocado and kiwiberry orchard clients, with one key difference;

Seeka markets all avocado handled by our business, and half of our clients’

kiwiberry crop. All produce is Seeka branded and sold in Australia, Asia and

in New Zealand’s domestic market.

We’ve leveraged our expertise in supply chain management to import and

condition tropical fruits for New Zealand retailers, and recover avocado oil

and the digestive aid Kiwi Crush from process-grade fruit.

Expanding our geographical reach

With Australia the key market for our New Zealand-grown kiwifruit,

avocado and kiwiberry, Seeka has grown our Australian service by

producing kiwifruit, nashi and European pears on Seeka-owned and leased

orchards in Victoria, Australia. Seeka brands and markets its Australian

produce to the Australian domestic market with export channels to Asia

and Europe, collecting all market returns.

Seeka handles 20%

of New Zealand's $2b

kiwifruit export industry

Along with kiwifruit, we also

produce, market and export

avocado and kiwiberry

Seeka is also a large Australian

producer where we directly

market all our fruit

And we pack and

coolstore 20%

And we market 5% of

the kiwifruit we handle,

exporting to Australia

and selling domestically

Kiwifruit

Other fruit

Nashi

European

pears

We're a niche

producer and

marketer of New

Zealand kiwiberry

Seeka directly markets

all avocado produced by

our orchard clients

Seeka grows 8% of the

national kiwifruit crop

NZ fruit

volumes

marketed by

Seeka

Australian

fruit volumes

produced by

Seeka

15SEEKA LIMITED | ANNUAL REPORT 2020
Reporting on our performance

As a fully-integrated produce handler, Seeka works across the full supply chain from point of production to point of sale. To

provide stakeholders with clear insights, we report on the operational and financial performance of each of the three key stages

of our New Zealand supply chain. We also report on a fourth New Zealand segment comprising our corporate enabling services

and a fifth operating segment that covers all operations and produce from our Australian orchards.

–Orchard operations – Seeka’s New Zealand crop production services

–Post harvest operations – Seeka’s New Zealand picking, packing and cool chain supply services

–Retail services – domestic marketing of New Zealand and imported produce, plus export programmes to Australia and Asia

–All other segments New Zealand – Seeka’s enabling corporate support services

–Australian operations – the production, handling and retailing of Seeka’s Australian-grown produce

Orchard operationsPost harvest operationsRetail services

Operations

Grow 40% of the crops we handle

• 15% from leased orchards

• 25% from managed orchards

Grade, pack and coolstore 100%

of the crops we handle

Retail 6% of the crops we handle

• 5% of kiwifruit handled

• 100% of avocado

Revenue

$75.7m$140.1m$21.8m

Source

Leased and long-term leased orchards

• Costs plus profit share

Managed orchards and vines

• Costs plus management fee

Service fee per unit handled

• Grading and packing

• Coolstorage and loadout

Sales commission

Service fee for imported produce

Processing fees

Drivers

Orchard yields ( all leased orchards )

Tray returns ( all leased orchards )

Orchard yieldsOrchard yields

Market returns

Assets

$63.4m$232.7m$12.4m

Invested in

Growing crops ( all leased orchards )

Developing orchards ( long term leases )

8 facilities with 11 graders

Coolstores and land

VLS laboratory

Auckland and Christchurch

facilities

Te Puke processing facility

BULK FRUIT

PACKAGED FRUIT

ORCHARDS

POST HARVEST

All other segments New ZealandAustralian operationsSeeka Group total

Operations

Enabling corporate support servicesGrow, handle and retail Seeka’s

Australian produce

Revenue

$0.8m$13.1m$251.5m

Source

Other incomeProduce sales

Assets

$19.7$47.2m$375.4m

Invested in

Corporate infrastructure

Assets held for sale

160 hectares of owned orchards and crops

114 hectares of crops on long-term leased orchards

Packhouse and coolstore facility

ANNUAL REPORT 2020 | SEEKA LIMITED16
Operating assets statistics

Retail services

Auckland

Imported produce, ripening services,

wholesale market

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

11

12

13

14

15

1, 2, 3, 4, 5, 6, 13, 14, 15

7

8

12

11

9, 10

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

Aongatete

Compac

7

Peninsula

Lynx

8

Kerikeri

Compac

9

Australia

Compac

Orchards

1

Seeka Australia

Seeka-owned orchards and land Hectares

In production ( 3 orchards ) 78

In development 82

Undeveloped land 216

Australian long term lease orchards

In production ( 3 orchards ) 100

In development 14

Owned - New Zealand

Orchards owned and managed by Seeka

In production ( 6 orchards ) 18

In development 3

Long term lease - New Zealand

Orchards developed on leased land

In production ( 16 orchards ) 112

In development 73

Leased orchards - New Zealand

Orchards leased from owners

In production ( 97 orchards ) 365

In development 8

Managed orchards - New Zealand

Orchards or vines managed for owners

In production ( 182 orchards ) 777

In development 67

10

1. New Zealand orchard hectares are as at 31 December 2020.

17SEEKA LIMITED | ANNUAL REPORT 2020
Sustainability report

ESG Report 2020

ANNUAL REPORT 2020 | SEEKA LIMITED18
SEEKA SUSTAINABILITY REPORT

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

Sustainability focuses on meeting present needs without

compromising the ability of future generations to meet their

needs. Sustainability is composed of three pillars; economic,

environmental and social. Seeka’s ambition is to measure then

incrementally improve our environmental and social performance

and the associated governance processes.

We aim to be an industry leader on reporting the impact of

climate change and focus our operations to minimise our

environmental footprint. We know that the environment plays a

pivotal role in the health of our crops, and our business.

We are founded on relationships and are serious about our social

responsibilities. We operate so our grower clients can provide

global consumers with healthy food choices. We want to be

the provider and employer of choice, and we know that strong

communities play a pivotal role in the health of our business.

Governance

In 2020, Seeka established a Board sustainability committee

tasked with providing strategic guidance and feedback to the

Board and management on Seeka's sustainability framework,

targets, measures, and performance. Comprised of three

directors, Seeka’s sustainability committee is a forum for

assessing and providing advice on the potential impacts and

opportunities of a changing climate.

Environmental and social strategy

Intelligent growth and commercial nous underpin our shared

prosperity. We embrace and care for our environment, those

contributing to the journey and our communities.

Set by the Board, Seeka’s strategic direction is based on the

sustainable production and supply of healthy produce.

Environmental sustainability lies at the heart of Seeka’s brand

attribute Growing Futures; our process of continually improving

operations to deliver healthy produce, use less resources, care for

the environment, and deliver better outcomes to our stakeholders.

Social responsibility lies at the heart of Seeka's brand attribute

Founded on Relationships; we value the connections to our

communities and we care for the welfare of our clients,

employees, investors and the regions we operate in.

Environmental report

We established the Seeka Agile Sustainability Team (SAST)

to develop our sustainable culture. Connecting passionate

people from across the company, SAST is working to integrate

sustainability into the hearts and souls of our employees and

deliver projects that reduce Seeka’s environmental footprint.

Climate change is an active risk, impacting the yield, quality

and marketability of the produce we handle. By disclosing our

climate-related risks, stakeholders can see how we are flexing our

operations as we prepare our business to mitigate the risks and

embrace new opportunities.

We mapped our operations to identify and understand the

inputs we rely on for production, how they flow through our

business, and the waste outputs that impact our environment.

We are working to transition to a circular model whereby waste

is circulated back into our operations, thereby reducing our

environmental footprint.











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Operations input and output map

19SEEKA LIMITED | ANNUAL REPORT 2020
Risk and opportunity analysis

The Ministry for the Environment studied how climate change may impact New Zealand. Based on their report, we expect our

orcharding regions will be impacted by higher temperatures, changing moisture levels and weather patterns, and rising sea levels.

Key

Drier

–Decreased annual rainfall

–Decreased run-off to rivers

–Increased evaporation

–Increased frequency and

severity of droughts

–Increased irrigation demand

Wetter

–Increased precipitation

–Increased intensity in

weather events

–Increased flooding

–Increased slips

–Increased soil erosion

Coastal

–Sea level rise

–Increased storm damage

–Coastal inundation

–Increased coastal erosion

Ex-tropical cyclones

–Increased intensity - wind,

waves, storm surge and

rainfall

Wind

–More north-easterlies in

summer and autumn -

especially in the North

Northland

– Higher temperatures

– Drier conditions

– More instances of

drought

– Rising sea levels

Bay of Plenty and

Coromandel

– Higher temperatures

– Increased precipitation

– More frequent weather

events

– Rising sea levels

East Coast

– Higher temperatures

– Drier conditions

– More instances of drought

– More intense weather

events

– Increased coastal erosion

– Rising sea levels

ANNUAL REPORT 2020 | SEEKA LIMITED20
Risks and opportunitiesImpactResponse

Transition risks

New national or international

policies that restrict chemical

inputs used for pest management

and maintaining crop yields.

Higher R&D costs to

find alternative growing

methods.

Active involvement in industry associations, including KGI, ISG and KSG.

Build closer relationships with regional councils and regulators.

Invested in a worm farm pilot project to test a circular regenerative system within

our orcharding business.

Transition to a low input system, while achieving consistent yields.

Introduction of carbon costing or a

carbon tax that charges for carbon

usage.

Higher costs to offset

carbon emissions.

Measure our carbon footprint to understand and reduce our carbon impact.

Transition to lower Global Warming Potential (GWP) coolstore gases.

Invest in lower carbon emission projects, see Carbon Reduction Initiatives.

Introduction of orchard water

restrictions, with water vital for

crop growth over the summer

period.

Unable to irrigate to grow

an optimum crop.

Actively engage in orchard water management.

Work with councils to understand impacts on waterways.

Ensure new developments can access water and have on-site storage.

Physical risks

Yield reduction or plant damage

from flooding, hail, drought,

storms, fire, or a sub-optimal

growing climate (temperature,

sunshine, drought, winter chill).

Lower yields and

unprofitable orchards.

Geographical spread of orchards.

Invest in crop protection measures (e.g. frost protection, irrigation, shelter).

Access to reliable weather and frost forecasts (extended and long range).

Favour developments with reliable water supply and free drainage.

Orchard loss from rising sea levels.Increase in non-viable

orchards.

Orchard reporting by altitude.

Minimum altitude for all new orchard developments.

Introduction of new pests and

diseases.

Reduced yields or

unsaleable crops.

Geographic separation of orchards.

Orchard hygiene programme.

Independent pest monitoring programme.

Spray and pest control programme.

Bio-security controls on disease and disease vectors.

Water availability and quality

concerns.

Water unavailable or

unsuitable for irrigation.

Actively engage in orchard water management.

Develop wetlands and support native wildlife sanctuaries.

Monitor waterways and encourage orchard environmental plans.

Capture rainwater from facility roofs to reduce regional water demand.

Elevated soil CO

2

levels alter fruit

sugar and nutrient levels.

Crops have a different

quality profile.

Understand how soil carbon levels impact fruit nutrient levels.

Establish orchard management practices that best capture fruit quality.

Opportunities

Increased demand for Seeka

produce as a healthy eating option

with a low carbon impact.

Increased product

demand and new markets.

Ensure we are an industry leader in carbon reporting.

Report our carbon footprint to our stakeholders and commit to targets.

Green financing for low-carbon

developments.

Better funding at lower

interest rates.

Engage with bankers on green funding and green bonds.

Investigate low-carbon investments.

Higher soil CO

2

levels improve

water use efficiency.

Plants require less water

to produce a crop.

Understand soil carbon levels and water usage.

Establish orchard management practices that best capture carbon in the soil.

21SEEKA LIMITED | ANNUAL REPORT 2020
Our 2021 environmental work programme

Scenario analysis – understanding how a changing

climate impacts fruit production

Scenario analysis is underway to gauge how higher temperatures,

reduced water availability and rising sea levels may impact New

Zealand orchard production.

By understanding how a changing climate may impact crop

loads and quality, Seeka can prepare our operations to provide an

efficient, sustainable service to our grower clients and a reliable

product supply to the international consumer.

Carbon footprint – measuring and setting targets

Seeka is committed to lowering our carbon footprint and we have

aligned with Government targets under the Paris Agreement

intended to limit global temperature increases to 1.5°C to 2°C.

The primary mitigation tool is the reduction of greenhouse gas

emissions. Seeka is currently quantifying our emissions using the

Ministry for the Environment’s Guidance for Voluntary Greenhouse

Gas Reporting, which scopes emissions into three categories:

–Scope 1 covers direct emissions from Seeka-owned or

controlled sources.

–Scope 2 covers indirect emissions from generating electricity

that Seeka directly uses.

–Scope 3 includes all other indirect emissions that occur along

Seeka's value chain.

We are calculating our emissions for 2019 and 2020 using ISO

14064-1: 2018 Greenhouse Gases and the Greenhouse Gas Protocol

(ghgprotocol.org), with our calculations being verified by a market

leader in carbon footprint measurement. Once completed we can

quantify our carbon-reduction targets.

Hybrid vehicle fleet

Seeka is encouraging hybrid selection by

transitioning our lease vehicle fleet to include

hybrid options in all vehicle classes while

dramatically reducing conventional options.

2021 goal is to have hybrids accounting for

20% of lease vehicle renewals

Worm farm

Seeka piloted an in-house worm farm in 2020.

In full production, Seeka's continuous-flow

worm farm is expected to divert 50 tonnes

of packhouse organic waste from landfill to

vermicompost, delivering a regenerative, fully-

circular approach to orchard production.

2021 goal is to ramp up throughput ready for

full worm farm production in 2022

Solar energy

In 2018 Seeka installed solar panels at the

Seeka 360 head office. The panels generate

about 30% of office power usage at the middle

of the day. They also feed batteries which

supply back-up energy in the event of a power

outage. By December 2020, the panels have

generated 74MWh of electricity.

2021 goal is to investigate solar alternatives for

our post harvest facilities

LED lighting

Seeka is investigating packhouse LED lighting

and sensors. Electricity is one of Seeka’s largest

inputs. A reduction in electricity use will reduce

our carbon footprint and operational cost.

2021 goal is to trial LED lighting sensors

Waste audits

Seeka has developed a waste audit programme

to identify, measure and report the volume

and type of waste produced by our operating

business units. Waste reduction plans are

being developed at a business unit level. The

first waste audit was undertaken at head office

and a waste reduction plan is currently under

development.

2021 goal is to complete and monitor head

office's waste reduction plan and scope

orchard and post harvest operations

Regenerative horticulture

Seeka is researching soil types and practical

ways to incorporate regenerative horticulture

practices. This includes new mowing and

spraying protocols that allow orchards to

naturally retain higher carbon and water levels.

2021 goal is to foster regenerative horticulture

by sharing findings with our grower community

LED

Carbon reduction initiatives

As we work to measure our emissions, Seeka has already embarked on a series of carbon-reduction initiatives.

ANNUAL REPORT 2020 | SEEKA LIMITED22
Social report

Seeka's responsibility to support healthy communities was central

to the 2016 rebrand that expressed our growth into new products,

new regions and new communities.

With Select Excellence we defined our business model as striving to

continually improve our performance for our stakeholders; to deliver

an excellent service that supports healthy communities. By delivering

excellence, we offer our stakeholders choice when selecting a

partner that cares for their economic and social wellbeing.

Our social responsibility covers five overlapping categories:

–Grower clients - supplying our core products,

–Employees - enabling our service delivery,

–Consumer clients - creating demand for our products,

–Investors - funding our operations,

–The wider communities - the social fabric that unites us.

In our first social report we comment on Seeka's social

responsibilities, support measures and achievements.

Social responsibilitySupportAchievements

Grower clients

Deliver a trusted, cost efficient service.Grower-controlled entities oversee Seeka's

performance and manage fruit value.

Published grower proposal with fixed service prices.

Audited end-of-season grower accounts.

Support growers with timely

information on compliance, their crop,

their returns and industry issues.

Technical team.

Compliance team.

Grower services team.

Grower reporting team.

Information services team.

13 grower field days.

Kiwifruit "After 5s" held twice a year in six regional locations, plus

avocado information evenings.

51 Frankly Speaking email updates from the chief executive.

SeekaApp access to online reports reaching 579 users.

Advocate grower interestsMember of all relevant industry forums.$40m settlement of Psa class action February 2021.

Provide opportunities to benefit from

the downstream value generated from

their produce.

Grower share scheme.2.06m shares held in trust for 405 participating growers. Shares

vest in 2021 (kiwifruit and kiwiberry growers) and 2022 (avocado

growers).

Employees

Be the employer of choice.Human resources team.Benchmark remuneration and survey staff.

Career development pathways including five cadets in 2020.

Provide a safe work environment.Health and safety team.Safety integrated into Seeka's culture, see health and safety report.

$436,000 invested in safety guarding and barriers in 2020.

$1m invested in 30 new tractors for orchard operations.

Provide opportunities to benefit from the

value employees add to our services.

Employee share scheme.568,000 shares held in trust for 319 participating employees.

Shares vest in 2022.

Consumers

Reliable source of safe food.Global.G.A.P. food safety standards.Full track and trace from orchard to market.

Investors

Be the investment of choice.Financial service team.See corporate governance statement for details.

Wider community

Be a responsible community citizen that

enhances social outcomes.

Senior management team.Delivered an essential service in New Zealand and Australia

during the Covid-19 pandemic that generated revenues for our

growers, employees, contractors and investors, while delivering

healthy eating options to international consumers. See health and

safety report for details.

Provided employment and housing for RSE workers, and helped

repatriate 553 RSEs to Malaysia and the Pacific.

Provided $129,167 in donations to community groups in 2020.

23SEEKA LIMITED | ANNUAL REPORT 2020
24

Statement of financial performance

25

Statement of comprehensive income

26

Statement of financial position

27

Statement of changes in equity

28

Statement of cash flows

29

Notes to the financial statements

2020 FINANCIAL STATEMENTS

ANNUAL REPORT 2020 | SEEKA LIMITED24
STATEMENT OF FINANCIAL PERFORMANCE

For the year ended 31 December 2020 - Audited

The accompanying notes form an integral part of these financial statements

New Zealand dollarsNotes

2020

$000s

2019

$000s

Revenue

3

251,457 236,868

Cost of sales

4

198,781 189,404

Gross profit

52,676 47,464

Other income

3

9,440 4,139

Other costs

4

19,170 17,084

Earnings (EBITDA)

1

42,946 34,519

Depreciation expense

10

11,653 10,870

Lease depreciation expense

13

6,671 5,372

Loss on revaluation of land and buildings

4

( 32) 60

Impairment of property, plant and equipment

10

30 395

Impairment of intangible assets

11

102 -

Amortisation of intangible assets

11

204 265

Earnings (EBIT)

2

24,318 17,557

Interest expense

4,163 4,930

Lease interest expense

3,877 2,764

Net profit before tax

16,278 9,863

Income tax charge


8,239 4,084

Deferred tax expense

( 1,551) ( 1,105)

Tax benefit of reintroduction of depreciation on buildings


( 5,561) -

Total tax charge

6

1,127 2,979

Net profit attributable to equity holders

15,151 6,884

Earnings per share for profit attributable to the ordinary

equity holders of the company during the year

Basic earnings per share

20

$0.52$0.23

Diluted earnings per share

20

$0.52$0.23

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

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

25SEEKA LIMITED | ANNUAL REPORT 2020
STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2020 - Audited

New Zealand dollarsNotes

2020

$000s

2019

$000s

Net profit for the year

15,151 6,884

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

Gain on revaluation of land and buildings

10

11,700 3,203

Gain / (loss) on revaluation of water shares

11

( 725) 944

Total items that will not be reclassified to profit or loss

10,975 4,147

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

Movement in cash flow hedge reserve

21

85 ( 375)

Movement in foreign currency translation reserve

21

( 17) 19

Movement in foreign currency revaluation reserve

21

399 ( 183)

Total items that may be reclassified subsequently to profit or loss

467 ( 539)

Total comprehensive income for the year attributable to equity holders

26,593 10,492

The accompanying notes form an integral part of these financial statements

ANNUAL REPORT 2020 | SEEKA LIMITED26
STATEMENT OF FINANCIAL POSITION

As at 31 December 2020 - Audited

New Zealand dollarsNotes

2020

$000s

2019

$000s

Equity

Share capital

18

97,489 96,773

Reserves

21

32,438 21,512

Retained earnings

21

46,366 36,659

Total equity

176,293 154,944

Current assets

Cash and cash equivalents

5,164 2,849

Trade and other receivables

14

24,515 28,283

Biological assets - crop

12

19,890 18,629

Inventories

15

5,936 5,455

Irrigation water rights

343 846

Assets classified as held for sale

9

3,844 27,083

Total current assets

59,692 83,145

Non current assets

Trade and other receivables

14

672 683

Property, plant and equipment

10

245,032 220,422

Intangible assets

11

17,622 18,686

Right of use lease assets

13

50,831 44,724

Investment in associates

24

1,000-

Investment in shares

23

577 586

Total non current assets

315,734 285,101

Total assets

375,426 368,246

Current liabilities

Current tax liabilities

6

6,952 1,709

Trade and other payables

16

30,972 22,933

Lease liabilities

13

6,342 5,211

Interest bearing liabilities

17

9,157 21,854

Total current liabilities

53,423 51,707

Non current liabilities

Interest bearing liabilities

17

73,862 97,778

Lease liabilities

13

58,040 45,267

Derivative financial instruments

30

671 790

Deferred tax liabilities

7

13,137 17,760

Total non current liabilities

145,710 161,595

Total liabilities

199,133 213,302

Net assets

176,293 154,944

The accompanying notes form an integral part of these financial statements

On behalf of the Board.

F Hutchings A Waugh

Chairman Director

Dated: 26 February 2021

27SEEKA LIMITED | ANNUAL REPORT 2020
STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2020 - 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

reserve

$000s

Water

share

revaluation

reserve

$000s

Land and

buildings

revaluation

reserve


$000s

Retained

earnings

$000s

Total

$000s

2019

Equity at 1 January 2019

94,406 248 ( 194) ( 108) ( 172) 159 2,372 15,468 37,071 149,250

Net profit

- - - - - - - - 6,884 6,884

Foreign exchange movement

- - - ( 183) 19 - 9 - ( 9) ( 164)

Other comprehensive income / (loss)

- - ( 375) - - - 944 3,203 - 3,772

Total comprehensive income / (loss)

- - ( 375) ( 183) 19 - 953 3,203 6,875 10,492

Transactions with owners

Shares issued

18

804 - - - - - - - - 804

Employee share scheme receipts

18

1,563 - - - - - - - - 1,563

Movement in employee share

entitlement reserve

21

- - - - - ( 42) - - 182 140

Movement in grower share

entitlement reserve

21

- - - - - 412 - - - 412

Movement in investments in shares

reserve

- ( 248) - - - - - - - ( 248)

Dividends paid

22

- - - - - - - - ( 7,469) ( 7,469)

Total transactions with owners

2,367 ( 248) - - - 370 - - ( 7,287) ( 4,798)

Equity at 31 December 2019

96,773 - ( 569) ( 291) ( 153) 529 3,325 18,671 36,659 154,944

2020

Net profit

- - - - - - - - 15,151 15,151

Foreign exchange movement

- - - 399 (17) - ( 3) - 3 382

Other comprehensive income / (loss)

- - 85 - - - ( 725) 10,426 1,274 11,060

Total comprehensive income / (loss)

- - 85 399 ( 17) - ( 728) 10,426 16,428 26,593

Transactions with owners

Shares issued

18

348 - - - - - - - - 348

Employee share scheme receipts

18

368 - - - - - - - - 368

Movement in employee share

entitlement reserve

21

- - - - - 153 - - - 153

Movement in grower share

entitlement reserve

21

- - - - - 608 - - - 608

Dividends declared and paid

22

- - - - - - - - ( 6,721) ( 6,721)

Total transactions with owners

716 - - - - 761 - - ( 6,721) ( 5,244)

Equity at 31 December 2020

97,489 - ( 484) 108 ( 170) 1,290 2,597 29,097 46,366 176,293

The accompanying notes form an integral part of these financial statements

ANNUAL REPORT 2020 | SEEKA LIMITED28
STATEMENT OF CASH FLOWS

For the year ended 31 December 2020 - Audited

New Zealand dollarsNotes

2020

$000s

2019

$000s

Operating activities

Cash was provided from:

Receipts from customers

249,899 233,671

Interest and dividends received

35 217

Cash was disbursed to:

Payments to suppliers and employees

( 213,168) ( 204,946)

Interest paid

( 4,163) ( 4,930)

Lease interest paid

( 3,877) ( 3,136)

Income taxes paid

( 2,373) ( 2,288)

Net cash flows from operating activities

5

26,353 18,588

Investing activities

Cash was provided from:

Sale of property, plant and equipment

10

45 905

Proceeds from sale of property held for sale

9

43,041 44,529

Repayment of grower or grower entity advances

22,550 19,163

Cash was applied to:

Purchase of property, plant and equipment and intangibles

( 13,496) ( 34,668)

Development of bearer plants

( 6,776) ( 3,906)

Acquisition of business

- ( 14,000)

Acquisition of associate

( 1,000) -

Purchase of, and development costs incurred on, property held for sale and SunGold licence

9

( 1,069) ( 27,453)

Advances to growers or grower entities

( 22,303) ( 20,508)

Net cash flows (used in) investing activities

20,992( 35,938)

Financing activities

Cash was provided from:

Proceeds of non-current bank borrowings

17

16,500 59,026

Proceeds of current bank borrowings

17

42,829 51,703

Proceeds from employee and grower loyalty share schemes

18

368 1,563

Cash was applied to:

Lease payments

13

( 6,604) ( 5,070)

Repayment of non-current bank borrowings

17

( 40,882) ( 42,024)

Repayment of current bank borrowings

17

( 55,279) ( 39,750)

Payment of dividend to shareholders

22

( 2,733) ( 6,310)

Net cash flows from financing activities

( 45,801) 19,138

Net increase / (decrease) in cash and cash equivalents

1,544 1,788

Effect of foreign exchange rates

771 ( 279)

Opening cash and cash equivalents

2,849 1,340

Closing cash and cash equivalents

5,164 2,849

Previous corresponding period advances were grossed up by $17.6m to better reflect the cash advance movements during the year.

The accompanying notes form an integral part of these financial statements

29SEEKA LIMITED | ANNUAL REPORT 2020
NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2020 - Audited

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 30

Accounting policies that apply to Seeka's full set of financial statements

Performance 32

Where Seeka generates its revenues and their associated operating costs

1. Segment information 32

2. Turnover 34

3. Revenue and other income 34

4. Cost of sales and operating expenses 36

5. Reconciliation of net operating surplus after taxation with cash flows from operating activities 37

6. Income tax expense 38

7. Deferred tax 39

8. Events occurring after balance date 39

Assets 40

How Seeka allocates resources across its operations

9. Assets classified as held for sale 40

10. Property, plant and equipment 41

11. Intangible assets 43

12. Biological assets - crop 45

13. Right of use lease assets and lease liabilities 46

Working capital 48

How Seeka manages its operating cash flow

14. Trade and other receivables 48

15. Inventories 48

16. Trade and other payables 49

Funding 50

How Seeka organises its capital structure

17. Interest bearing liabilities 50

18. Share capital 51

19. Business combination 52

20. Earnings and net tangible assets per share 53

21. Retained earnings and reserves 53

22. Dividends 56

Investments 57

How Seeka manages its investments in shares, subsidiaries and associates

23. Investment in shares 57

24. Investment in subsidiaries and associates 58

Other notes 59

All other note disclosures

25. Contingencies 59

26. Commitments 59

27. Related party transactions 59

28. Risk management 60

29. Determination of fair values of financial assets and liabilities 63

30. Derivative financial instruments 65

31. Financial instruments summary 66

ANNUAL REPORT 2020 | SEEKA LIMITED30
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 orchard management, orchard

leasing, 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 product range 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, leases 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, including plums and apricots.

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:

–assets held for sale at fair value (note 9)

–land and buildings at fair value (note 10)

–water shares at fair value (note 11)

–biological assets - crop at fair value (note 12)

–right-of-use lease assets and lease liabilities at present value of

expected cash payments (note 13)

–financial assets and liabilities (including derivative instruments) at

fair value through comprehensive income (note 30 and note 31)

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 26 February 2021.

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 exchanged, equity instruments

issued and liabilities incurred or assumed at the date the acquisition is

settled. 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.

Summary of significant accounting policies

The accounting policies have been applied consistently throughout the

periods presented in the financial statements.

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.

31SEEKA LIMITED | ANNUAL REPORT 2020
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.

NoteArea of estimation or judgement

9.Assets held for saleTiming, valuation and recognition of

gain on sale

10Property, plant and

equipment

Valuation and impairment

assessment

11.Intangible assetsImpairment assessment and CGU

allocation

12.Biological assets - cropValuation

13.LeasesDiscount rate and lease term

19.Business combinationValuation on acquisition

21.Retained earnings and

reserves

Valuation of share-based payments

and grower loyalty share scheme

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.

Impact of standards issued but not yet applied by the

entity

There are no new standards, amendments or interpretations that have

been issued and are effective that are expected to have a significant

impact on the Group.

Current economic environment

The 2020 financial year presented a number of challenges from the

economic environment as a result of Covid-19. Seeka continued to

operate as an essential business for fruit production, processing and

the wholesale market operations throughout all levels of Government

lockdowns in New Zealand and Australia. The kiwifruit harvest started

as New Zealand went into level four lockdown and finished early June

when the country was at level two. While the impact on revenue was

minimised the increased health and safety measures that were rolled

out, including protective screens, face masks, and other personal

protective equipment, caused a significant increase to operating

expenses and reduced operating efficiency.

There are no other material impacts from Covid-19 noted outside of

those in the listed notes below.

Statement of financial performance

Post harvest revenue was minimally impacted by the effect of

Covid-19, although profit was less than expected as kiwifruit packing

charges were set before the packing season began and were not able

to be adjusted for the additional costs incurred to maintain stringent

distancing and hygiene protocols, and the reduced efficiency of

packing during the Covid-19 lockdown.

Revenue from orchard operations remained solid, due to strong

kiwifruit returns resulting from international demand for kiwifruit as

a healthy product, and volumes being consistent with the prior year,

although down on expectation due to a dry summer.

Revenue in the retail services operations segment, which includes

Seeka’s wholesale market operations in Auckland, was impacted due

to reduced wholesale market demand from independent fresh produce

retailers who were closed during the level four and level three Covid-19

lockdowns, including the second Auckland lockdown. Demand for the

Group's Kiwi Crush, Crushies ice blocks and avocado oil which are

sold in retail stores and to schools was also down during the Covid-19

lockdown periods. The reduction in revenue flowed through to reduced

profit levels for the retail services operations segment.

The Australian operational result improved as fruit returns remained

strong for the 2020 year. Included in the 2020 result is a one-off gain

on sale from settling the sale and leaseback transaction, see note 9.

Statement of financial position

The statement of financial position is healthy and Seeka operated

profitably throughout the year despite the economic environment.

The completion of the Australian sale and leaseback transaction in

December 2020 meant that net bank debt was reduced to $77.9m.

Trade receivables and payables maintained consistent levels through

the normal course of business and no significant receivables were

required to be written off as a result of their doubtful recoverability.

Land and building property values significantly increased this year

with an additional $11m being recognised in the land and building

revaluation reserve due to an increasing demand for industrial

buildings, particularly in the fruit processing industry, see note 10.

At year end Seeka performed impairment tests for:

–goodwill recognised in the balance sheet ( see note 11),

–crop recognised as a biological asset for harvest 2021, and

–the Group’s net asset value.

The Group compares the carrying amount of net assets with the

market capitalisation value at each balance date. The share price at

31 December 2020 was $4.85, equating to a market capitalisation

of $156.19m. This market value excludes any control premium and

may not reflect the value of Group net assets. The carrying amount

of Group net assets at 31 December 2020 was $176.30m ($5.47 net

assets per share). Management and directors considered all reasons

for this difference and concluded all relevant factors were considered

for their value in use tests. The impairment test performed over the

Group’s net asset value did not identify any impairments.

Future impact

The upcoming 2021 harvest is looking positive and the future

projections for Seeka remain strong. While labour availability will be

an issue for the coming harvest, (see note 28), Seeka has a number of

mechanisms in place to recruit local workers and has secured some

employees under the Recognised Seasonal Employer (RSE) scheme.

Labour costs are also expected to increase by 18% in 2021, which has

been included in the impairment tests performed, see note 11.

ANNUAL REPORT 2020 | SEEKA LIMITED32
Performance

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 setting strategic direction.

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

other income from the sale of assets 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 from crop proceeds.

–Owned orchards whereby the Group incurs growing and harvest

costs and receives all orchard income from crop sales.

Post harvest operations

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

citrus, berry, and kiwiberry 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, 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 recorded in the statement of financial

performance and impairment and revaluations of other assets not

attributed directly to any other segment. It also includes the gain on

sale from assets that had been classified as held for sale.

Australian operations

The Group grows, provides post harvest services, and retails all

produce from orchards the Group owns or leases in Australia. The

main products are kiwifruit, nashi pears and European pears, which are

primarily sold in Australia. Included in the 2020 result is a one-off gain

from the settlement of the sale and leaseback transaction, see note 9.

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

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.

33SEEKA LIMITED | ANNUAL REPORT 2020
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

2020

Income statement

Turnover

1

75,707 140,086 63,882 804 13,065 293,544

Gross segment revenue

75,920 143,132 21,795 804 13,065 254,716

Eliminations

( 213) ( 3,046) - - - ( 3,259)

Total segment revenue

75,707 140,086 21,795 804 13,065 251,457

EBITDA

2

5,439 41,868 3,004 ( 14,801) 7,436 42,946

Depreciation expense

4

( 659) ( 8,083) ( 346) ( 1,547) ( 1,018) ( 11,653)

Lease depreciation expense

6

( 1,259) ( 3,990) ( 465) ( 846) ( 111) ( 6,671)

Gain on revaluation of land and buildings

- 32 - - - 32

Impairment of property, plant and equipment

- - - - ( 30) ( 30)

Impairment of intangible assets

- - - ( 102) - ( 102)

Amortisation of intangible assets

- - - ( 200) ( 4) ( 204)

EBIT

3

3,521 29,827 2,193 ( 17,496) 6,273 24,318

Lease interest expense

6

( 718) ( 2,210) ( 468) ( 398) ( 83) ( 3,877)

Interest expense

5

- - - ( 2,606) ( 1,557) ( 4,163)

Tax charge on profit

- - - 2,050 ( 3,177) ( 1,127)

Profit / (loss) after tax

2,803 27,617 1,725 ( 18,450) 1,456 15,151

Balance sheet

Segment assets

63,437 232,742 12,357 19,675 47,215 375,426

Total assets

63,437232,74212,35719,67547,215375,426

Segment liabilities

33,002 83,857 15,758 26,403 40,113 199,133

Total liabilities

33,002 83,857 15,758 26,403 40,113 199,133

2019

Income statement

Turnover

1

72,419 140,112 49,197 447 11,591 273,766

Gross segment revenue

72,976 142,761 12,299 447 11,591 240,074

Eliminations

( 557) ( 2,649) - - - ( 3,206)

Total segment revenue

7

72,419 140,112 12,299 447 11,591 236,868

EBITDA

2

4,987 40,984 1,673 ( 12,498) ( 627) 34,519

Depreciation expense

4

( 549) ( 7,660) ( 335) ( 1,277) ( 1,049) ( 10,870)

Lease depreciation expense

6

( 741) ( 3,860) ( 205) ( 530) ( 36) ( 5,372)

Loss on revaluation of land and buildings

- ( 60) - - - ( 60)

Impairment of property, plant and equipment

- - - - ( 395) ( 395)

Amortisation of intangibles

- - - ( 250) ( 15) ( 265)

EBIT

3

3,697 29,404 1,133 ( 14,555) ( 2,122) 17,557

Lease interest expense

6

( 336) ( 1,926) ( 252) ( 247) ( 3) ( 2,764)

Interest expense

5

( 4,930)

Tax charge on profit

( 2,979)

Profit / (loss) after tax

3,361 27,478 881 ( 14,802) ( 2,125) 6,884

Balance sheet

Segment assets

54,176 222,892 11,231 27,793 52,154 368,246

Total assets

54,176 222,892 11,231 27,793 52,154 368,246

Segment liabilities

34,782 106,350 13,136 20,952 38,082 213,302

Total liabilities

34,782 106,350 13,136 20,952 38,082 213,302

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.

4. Depreciation includes the depreciation of fixed assets.

5. Interest includes finance costs for bank debt.

6. Lease interest and lease depreciation are as a result of NZ IFRS 16 Leases, see note 13.

7. 2019 segment revenues were restated following the reclassification of $3.726m of revenue from all other segments to the retail services segment.

ANNUAL REPORT 2020 | SEEKA LIMITED34
The following table reconciles segment EBITDA before and after applying NZ IFRS 16.

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

2020 - EBITDA

EBITDA pre NZ IFRS 16

3,157 35,937 2,235( 15,813) 14,022 39,538

Capitalised lease costs

2,282 5,931 769 1,012 488 10,482

Gain on sale and leaseback

- - - - ( 7,074) ( 7,074)

EBITDA after applying NZ IFRS 16

5,439 41,868 3,004( 14,801) 7,436 42,946

2019 - EBITDA

EBITDA pre NZ IFRS 16

3,62735,1141,265( 11,731)( 662)27,613

Capitalised lease costs

1,3605,870408533358,206

Gain on sale and leaseback

- - - ( 1,300) - ( 1,300)

EBITDA after applying NZ IFRS 16

4,98740,9841,673( 12,498)( 627)34,519

2. Turnover

The following table reconciles turnover to revenue.

New Zealand dollars

2020

$000s

2019

$000s

Turnover

293,544 273,766

Value of sales made as agent

( 42,087) ( 36,898)

Revenue

251,457 236,868

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 supplier by the purchasing party. This includes all produce sales both local and export.

3. Revenue and other income

New Zealand dollarsNotes

2020

$000s

2019

$000s

Total revenue

251,457 236,868

Other income

Interest

242 214

Gain on sale of investment in shares

- 243

Gain on sale of assets held for sale

9

8,937 3,187

Grower share loyalty scheme

21

( 608) ( 412)

Dividends received

4 3

Net movement in fair value of irrigation water rights

293 904

Other income

572 -

Total other income

9,440 4,139

Total revenue and other income

260,897 241,007

35SEEKA LIMITED | ANNUAL REPORT 2020
Accounting policies

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

orchard management, retail services and Australian operations in

accordance with NZ IFRS 15: Revenue.

Post harvest

The Group enters into two standardised post harvest contracts:

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

of fruit via picking and transportation, and maturity testing. The

charges are separated in the contract. All revenue is recognised

when the service is performed.

–The second has three performance obligations; to pack fruit, to cool

and dispatch fruit, and to sell class 2 fruit to authorised markets.

These are stand-alone services provided by the Group. Each

performance obligation has a separate transaction price detailed in

the contract and the obligations are recognised when services 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:

–The first has one performance obligation; to manage fruit growing.

Revenue is recognised as the service is performed and calculated at

cost plus a 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 has one performance obligation; to collect the supply

of fruit on short term and long term managed orchards. The

transaction price is determined using a forecasted OGR. Revenue

is recognised when crops are picked (in the June half year accounts

for kiwifruit).

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. As the sales agent, the Group only collects a marketer’s

commission which is recognised when the fruit is sold.

–The second has one performance obligation; to either store or ripen

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

–The third has one performance obligation; to provide ordered

product. The transaction price is based on the agreed price (either

in writing or verbally) with revenue recognised when the fruit is

sold.

Australia

Australian contracts are entered into by the Australian business. The

contracts 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 one where the Group has the performance

obligation to provide the good or service directly and has control of the

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

where the performance obligation is to arrange for the good or service

on behalf of the supplier. The Group currently has agent relationships

for the sale of some fruit and vegetables in the retail services segment.

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

kiwiberry 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 60~70% 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 70~80%

is recognised in the first six months of the financial year, but can be

impacted by seasonal fluctuations.

Irrigation water rights

Water 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 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.

Gain on sale of assets held for sale

The gain on sale of assets held for sale is recognised when a sale and

purchase agreement is unconditional and the consideration is paid or

payable at that date.

ANNUAL REPORT 2020 | SEEKA LIMITED36
4. Cost of sales and operating expenses

New Zealand dollarsNotes

2020

$000s

2019

$000s

Operating materials and services

146,782 141,092

Direct employee benefits

53,260 49,017

(Increase) in fair value of biological assets - crop

12

( 1,261) ( 705)

Total cost of sales

198,781 189,404

Total other employee benefits

10,005 8,006

General administrative expenses

8,264 8,141

Audit fees and expenses paid to principal auditors - paid on a Group basis

340 312

Tax compliance and consultancy fees paid to principal auditors

106 150

Tax pooling services paid to principal auditors

5 22

Remuneration benchmarking fees and other advisory services fees paid to principal auditors

- 3

Directors' fees and expenses

450 450

Total other costs

19,170 17,084

Depreciation expense

10

11,653 10,870

Lease depreciation expense

13

6,671 5,372

Amortisation of intangible assets

11

204 265

Impairments and revaluations

Gain / (loss) on revaluation of land and buildings

( 32) 60

Impairment of property, plant and equipment

10

30395

Impairment of intangible assets

11

102 -

Total impairment and revaluation

100 455

Interest expense

4,163 4,930

Lease interest expense

13

3,877 2,764

Total expenses

244,619 231,144

During the year the Group recognised $0.15m of costs relating to the measurement of the employee share schemes issued based on the Black

Scholes Model (Dec 2019 - $0.14m).

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.

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. The employee liabilities are measured at the amounts expected to be paid when settled. Liabilities for non-accumulating

sick leave are recognised when the leave is taken and measured at the rates paid or payable.

37SEEKA LIMITED | ANNUAL REPORT 2020
5. Reconciliation of net operating surplus after taxation with cash flows from operating activities

New Zealand dollars

2020

$000s

2019

$000s

Net operating surplus after taxation

15,151 6,884

Add / (less) non cash items:

Depreciation

11,653 10,870

Lease depreciation

6,671 5,372

Other non-cash lease adjustments

425 -

Loss on revaluation of land and buildings

( 32) 60

Impairment of property, plant and equipment

30 395

Revaluation of employee share scheme

153 ( 44)

Revaluation of grower share scheme

608 412

Movement in deferred tax

( 4,623) ( 2,790)

Movement in fair value of biological assets - crop

( 1,261) ( 705)

Amortisation of intangible assets

204 265

13,828 13,835

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

Loss on sale of property, plant and equipment

164 265

Gain on sale of property held for sale

( 9,662) ( 3,187)

Decrease in current water allocation account

( 45) ( 247)

Gain on sale of investment in shares

- ( 243)

( 9,543) ( 3,412)

(Increase) / decrease in working capital:

Increase in accounts payable

5,420 2,707

(Increase) in accounts receivable/prepayments

( 3,878) ( 343)

(Increase) / decrease in inventory

2,300 ( 3,378)

Decrease in taxes due

3,075 2,295

6,917 1,281

Net cash flow from operating activities

26,353 18,588

Accounting policies

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

ANNUAL REPORT 2020 | SEEKA LIMITED38
6. Income tax expense

New Zealand dollarsNotes

2020

$000s

2019

$000s

a. Current tax expense

Current year

8,767 3,561

Prior period adjustment

( 528) 523

Total current tax expense

8,239 4,084

Deferred tax expense

7

Origination and reversal of temporary differences

( 1,551)( 1,105)

Future tax benefit from the reintroduction of tax depreciation on buildings

( 5,561) -

Total deferred tax expense

( 7,112)( 1,105)

Total income tax expense

1,127 2,979

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

Profit before income tax expense

16,278 9,863

Tax at the New Zealand tax rate of 28%

3,268 3,866

Tax at the Australian tax rate of 30%

1,290( 1,183)

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

533 276

Future tax benefit from the reintroduction of tax depreciation on buildings

( 5,561)-

Tax exempt income

1,624( 2)

Under provision in prior years - temporary differences

( 27) 22

Income tax expense

1,127 2,979

c. Imputation credit account

Imputation credits available for use in subsequent reporting periods

22,244 16,932

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)

( 1,709)( 36)

Acquisition

- 44

Adjustments for prior periods

528( 523)

Current year tax

( 8,767)(2,422)

Reclassify income tax as deferred tax

-( 1,139)

Less tax paid

3,059 2,362

Exchange differences

( 63) 5

Current tax (liability)

( 6,952)( 1,709)

39SEEKA LIMITED | ANNUAL REPORT 2020
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.

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

2020

$000s

2019

$000s

Net deferred tax liabilities:

Opening balance

17,760 14,970

Reclassify income tax as deferred tax

-( 1,139)

Acquisition

- 2,936

Exchange differences

( 31) ( 25)

Charged to the statement of financial performance

( 7,059) 34

Charged to revaluation reserve

2,434 1,131

(Credited) / debited to hedge reserve

33 ( 147)

Closing balance at end of year

13,137 17,760

The balance comprises temporary differences attributable to:

Temporary differences on non-current assets

17,825 21,802

Current liabilities

( 4,712)( 4,110)

Prepayments and accrued income

24 3,645

Losses reclassified as deferred tax

-( 3,577)

Total deferred tax liability

13,137 17,760

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. No amounts were recognised at balance date and there were no unrecognised tax losses (Dec 2019 - Nil).

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.

Legislation enacted 25 March 2020 reinstated tax depreciation deductions on non-residential buildings. This resulted in a one-off $5.6m gain in

the income tax calculation for the 2020 financial year, see note 6.

8. Events occurring after balance date

On 15 February 2021, settlement was reached in the matter of the kiwifruit class action against the Crown related to the 2010 Psa outbreak. The

settlement sum is $40m inclusive of GST if any. The allocation of the settlement sum is underway which includes legal cost recovery, payment to

the litigation funding partner, and distribution to claimants, of which Seeka is a claimant. The distribution will require the approval of the High Court

prior to any payment being received by Seeka. The amount Seeka will receive is currently unknown.

A dividend was declared of $0.12 cents per share to be paid 30 March 2021, see note 22.

There are no other material events occurring subsequent to balance date requiring adjustment to or disclosure in the financial statements.

ANNUAL REPORT 2020 | SEEKA LIMITED40
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 also has interests in water

shares, leases and goodwill arising from Group acquisitions.

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

9. Assets classified as held for sale

New Zealand dollarsNotes

2020

$000s

2019

$000s

Opening balance at 1 January

27,083 24,197

Properties settled to Seeka

- 35,111

SunGold licence purchased

- 5,728

SunGold licence transferred from intangible assets

11

- 1,662

Reclassification to property, plant and equipment

( 231) -

Development costs incurred

1,069 564

Growing costs (recovered)

( 489) ( 346)

Sales settled by third parties at carrying value

( 23,588) ( 39,833)

Total assets held for sale

3,844 27,083

The following table details the assets classified as held for sale by asset class.

New Zealand dollars

2020

$000s

2019

$000s

Asset class

Land and buildings

1,379 8,382

Property, plant and equipment

599 2,935

Intangible assets

849 8,254

Bearer plants

1,017 6,398

Biological assets - crop

- 1,114

Total assets held for sale

3,844 27,083

Assets are classified as held for sale when their carrying amount will

be recovered principally through a sale transaction rather than through

continuing use. This condition is met when the sale is highly probable and

the assets are available for immediate sale in their present condition, and

the Group is committed to the sale and expects it to be completed within

one year from the date of classification. The accounting standards allow

for the period to extend past 12 months if the circumstances causing the

delay are out of Seeka's control. Management considers the remaining

Northland orchards meet the requirements to extend past 12 months as

there is interest in the properties with sales contracts expected in the

next 12 months. Assets held for sale are recorded at the lower of the

carrying value or fair value less costs to sell as required by NZ IFRS 5.

At 31 December 2020, 23 hectares of orchards (Dec 2019 - 56 hectares)

owned by Seeka were classified as held for sale. These properties were

part of the 2018 purchase of Kerikeri assets from T&G Global Limited.

Sale and leaseback transaction in Seeka Australia

Assets related to three kiwifruit orchards in Australia (Hayward, Austral

and Lakes) were recognised as held for sale at 31 December 2019. In May

2020, Seeka announced an agreement to sell 199 hectares of orchard

subject to the Australian Foreign Investment Review Board (FIRB)

approval. Approval was delayed due to the onset of Covid-19, and was

subsequently granted on 8 December 2020. On 15 December 2020, the

Group completed the sale and leaseback for AUD$26.50m.

The initial term of the leaseback is 10.5 years, with rights of renewal out

to 25 years. The terms of the sale and leaseback are typical of those

entered into for an orchard.

The Group has estimated the present value of the rental obligations

in respect of the leaseback to be AUD$14.08m (NZD$15.01m), based

on the initial term of the leaseback of 10.5 years, discounted at an

incremental borrowing rate of 6.79% per annum.

The definition of a sale under NZ IFRS 15: Revenue was met and the

transaction was carried out at fair value. Sales proceeds received were

judged to reflect the fair value of the underlying assets. The quarterly

rental was deemed to be a fair market rent.

The sale and leaseback was accounted for in accordance with paragraphs

98 to 103 of NZ IFRS 16 Leases because the Group had control of the

underlying asset before the asset was transferred to the buyer, with the

transaction giving rise to the following:

–Right of use asset of AUD$7.47m (NZD$7.97m)

–Net proceeds from sale and leaseback of AUD$26.50m (NZD$28.24m)

–Lease liability assumed of AUD$14.08m (NZD$15.01m)

–Net gain on sale and leaseback of AUD$5.83m (NZD$6.18m)

Seeka entered the arrangement to release capital gains produced on the

orchards and will use the funds from the sale and leaseback arrangement

to repay debt and complete Australian developments while securing

supply for Seeka's orchard-to-market service.

All goodwill from the Australia cash generating unit was allocated in 2019

to the disposal group, based on the Group's assessment of relative fair

values of the assets held for sale and Australia assets being retained.

Critical accounting estimates and judgements

The Group used estimates to judgementally recognise the remaining Northland orchards as held for sale, despite being held for sale for greater

than 12 months. The Group used judgement to classify the Australian sale and leaseback as an asset held for sale and estimates to calculate and

judgementally recognise the gain on sale. This included judging the right of use lease asset, lease liability, lease term and estimated discount rate.

41SEEKA LIMITED | ANNUAL REPORT 2020
10. Property, plant and equipment

New Zealand dollars

Land and

buildings

$000s

Plant and

equipment

$000s

Motor

vehicles

$000s

Bearer

plants

$000s

Assets under

construction

$000s

Total

$000s

At 1 January 2019

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

Year ended 31 December 2019

Opening net book amount

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

Additions and transfers

49,082 13,496 327 2,720 ( 9,565) 56,060

Depreciation recovery

- 314 - - - 314

Depreciation

( 4,570) ( 5,938) ( 126) ( 236) - ( 10,870)

Disposals

( 232) ( 865) - - ( 49) ( 1,146)

Impairment of property, plant and equipment

- - - ( 395) - ( 395)

Revaluation

3,908 - - - - 3,908

Reclassification to held for sale

( 3,608) ( 749) - ( 2,878) - ( 7,235)

Foreign exchange

( 140) ( 54) ( 2) ( 53) ( 40) ( 289)

Closing net book amount

154,513 47,930 460 8,524 8,995 220,422

At 1 January 2020

Cost or valuation

165,374 106,949 1,062 11,012 9,214 293,611

Accumulated depreciation and impairment

( 10,861) ( 59,019) ( 602) ( 2,488) ( 219) ( 73,189)

Net book amount

154,513 47,930 460 8,524 8,995 220,422

Year ended 31 December 2020

Opening net book amount

154,513 47,930 460 8,524 8,995 220,422

Additions and transfers

6,258 6,086 271 14,318 ( 5,477) 21,456

Depreciation recovery

4 57 28 - - 89

Depreciation

( 5,131) ( 6,147) ( 134) ( 241) - ( 11,653)

Disposals

( 36) ( 486) ( 55) 64 - ( 513)

Impairment of property, plant and equipment

- - - ( 30) - ( 30)

Revaluation

14,474 - - - - 14,474

Reclassification from held for sale

231 - - - - 231

Foreign exchange

263 104 3 58 128 556

Closing net book amount

170,576 47,544 573 22,693 3,646 245,032

At 31 December 2020

Cost or valuation

186,565 112,652 1,281 25,453 3,864 329,815

Accumulated depreciation and impairment

( 15,989) ( 65,108) ( 708) ( 2,760) ( 218) ( 84,783)

Net book amount

170,576 47,544 573 22,693 3,646 245,032

Assets under construction are assets that are yet to be capitalised and are not depreciated. When the asset is ready for use it is transferred to the

appropriate asset class. At 31 December 2020 the assets under construction relate to the Kerikeri coolstore build, which is stage 2 of the Kerikeri

Capital Project. Stage 1 was the packhouse build, which was completed in 2019.

Land and buildings

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 Preston Rowe Paterson Shepparton (previously known as Goulburn Valley Property Services),

independent valuers, Shepparton, Victoria, Australia. All Australian land and buildings were revalued at 31 December 2019.

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.

ANNUAL REPORT 2020 | SEEKA LIMITED42
The following table details the gain on revaluation of land and buildings recognised in the revaluation reserve, net of tax of $10.43m (Dec 2019 -

$3.20m).

New Zealand dollars

Land

$000s

Buildings

$000s

Total

$000s

Land and buildings revaluation reserve

2,441 7,985 10,426

As a consequence of the building revaluations conducted in December 2020, $5.90m (Dec 2019 - $3.71m) 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

2020

$000s

2019

$000s

Cost

184,251 178,030

Accumulated depreciation

( 41,556) ( 35,557)

Depreciated historical cost

142,695 142,473

Net book amount

170,576 154,513

Impairment of bearer plants

For the year ended 31 December 2020, $0.03m of cherries were at the end of their useful life and removed with the remaining costs impaired.

For the year ended 31 December 2019, the Group replaced some 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 of $0.40m which was recognised in the statement of

financial performance. There is no significant impairment relating to bearer plants in the year ended 31 December 2020.

Accounting policies

Bearer plants

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

avocado and other fruiting vines and 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 depreciation. At each annual balance date,

no less than 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 revalue 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 for through comprehensive income and other

reserves, except where an asset's assessed 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.

Asset impairments are recognised in the statement of financial

performance.

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

Asset residual values and useful lives are reviewed, and adjusted

if appropriate, at balance date and 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.

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 (6.25% – 10.5%) that would be expected by a prudent investor. The 2020 year saw capitalisation rates fall between

0.5% - 0.75% since the previous valuations.

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 $23.43m (Dec 2019 - $23.37m) and buildings is $147.14m (Dec 2019 - $131.14m), see note 29.

43SEEKA LIMITED | ANNUAL REPORT 2020
11. Intangible assets

New Zealand dollarsNotes

Software

$000s

Goodwill

$000s

Water

shares

$000s

Other

intangibles

$000s

Total

$000s

At 1 January 2019

Cost

3,097 10,824 7,858 1,662 23,441

Accumulated amortisation and impairment

( 2,298) ( 2,977) - - ( 5,275)

Net book amount

799 7,847 7,858 1,662 18,166

Year ended 31 December 2019

Opening net book amount

799 7,847 7,858 1,662 18,166

Additions

98 - - - 98

Additions from business combination

19

- 7,035 - - 7,035

Revaluation

- - 1,343 - 1,343

Exchange differences

- ( 61) ( 79) - ( 140)

Amortisation

( 265) - - - ( 265)

Reclassification to assets held for sale

9

- ( 5,889) - ( 1,662) ( 7,551)

Closing net book amount

632 8,932 9,122 - 18,686

At 1 January 2020

Cost

3,195 10,963 9,122 - 23,280

Accumulated amortisation and impairment

( 2,563) ( 2,031) - - ( 4,594)

Net book amount

632 8,932 9,122 - 18,686

Year ended 31 December 2020

Opening net book amount

632 8,932 9,122 - 18,686

Additions

67 - - - 67

Disposals

( 13) - - - ( 13)

Revaluation

- - ( 1,039) - ( 1,039)

Impairment

( 102) - - - ( 102)

Exchange differences

- - 227 - 227

Amortisation

( 204) - - - ( 204)

Closing net book amount

380 8,932 8,310 - 17,622

At 31 December 2020

Cost

3,147 10,963 8,310 - 22,420

Accumulated amortisation and impairment

( 2,767) ( 2,031) - - ( 4,798)

Net book amount

380 8,932 8,310 - 17,622

Other intangibles related to SunGold kiwifruit licences that were subsequently reclassified as held for sale with the Northland orchards in 2019

once Seeka obtained the property titles, see note 9.

The amortisation period of software is four to five years.

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.

Critical accounting estimates and judgements

At 31 December 2020 a significant portion of Seeka's land and building portfolio was revalued. Seeka’s property values significantly increased

in the last year due to an increase in market demand for industrial properties. Seeka operates in the food production industry, which remained

stable with a high demand for healthy foods during the Covid-19 pandemic. Properties situated in the Bay of Plenty are also expected to be less

affected than other regions given the ongoing strength of horticulture and agriculture businesses.

Seeka’s Australian properties are in the food production region of Victoria. The sale and leaseback transaction completed on 15 December

supports the carrying values of the remaining properties.

Sensitivity analysis suggests the remaining properties that were not revalued this year could cause an increase in land and buildings of a

further 2-4%. This is not considered a material movement in land and building values.

ANNUAL REPORT 2020 | SEEKA LIMITED44
The following table details the key assumptions used for value-in-use calculations and the recoverable amount.

Group cash generating unitsOperating segment

Goodwill

carrying

amount

$000s

Discount

rate

1

Revenue

growth rate

1-5 years

Terminal

growth rate

2

2020

Aongatete Coolstores Limited Post harvest operations

7,035 8.0%3% - 5%

3

1.0%

Northland packhouse Post harvest operations

1,220 8.0%( 4%) - 7%

4

1.0%

SeekaFresh Retail services operations

433 8.0%2%

5

2.0%

Kiwi Crush Retail services operations

244 8.0%2%

6

1.0%

2019

Aongatete Coolstores Limited Post harvest operations

7,035 8.0%1% - 4%1.0%

Northland packhouse Post harvest operations

1,220 8.0%2% - 15%1.5%

SeekaFresh Retail services operations

433 8.0%3% - 13%2.0%

Kiwi Crush Retail services operations

244 8.0%5%5.0%

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

New Zealand dollars

2020

$000s

2019

$000s

Cost

4,535 4,535

Amortised cost

4,535 4,535

Net book amount

8,310 9,122

Impairment tests for goodwill

The Board reviews and monitors goodwill at a cash generating

unit level. Goodwill represents the 2019 acquisition of Aongatete

Coolstores Limited, the 2018 acquisition of the Northland business,

the previously-acquired Glassfields business (now named SeekaFresh)

and 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 (value in use), with a terminal

value beyond five years. Cash flows beyond the five year period

are extrapolated using estimated growth rates and discount rates

stated in this note. 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, plus the Group's five year financial plans.

No goodwill was recognised during the year. For the year ended

31 December 2019, $7.0m of goodwill was recognised from the

acquisition of Aongatete Coolstores Limited, see note 19.

All amounts recognised as goodwill at 31 December 2020 were tested for

impairment at balance date and no impairment arose in the current year.

1. The discount rate is calculated based on the specific circumstances

of the cash generating unit and its operations, and is derived from

its weighted average cost of capital. The discount rate for Seeka is

set at 8% as this represents the Board's assessment of the Group's

weighted average cost of capital of 7% plus an additional 1% to

recognise the higher risk of a smaller division.

2. The long term growth rate is based on growth in GDP, market

conditions and opportunities for growth within the industry. The

Group has set its terminal growth rates between 1% - 2% to ensure

a long term conservative growth estimate has been applied in the

impairment tests.

3. If the revenue growth rates reduced to 2%, there is no impairment.

4. The revenue growth rates used for the Northland packhouse reflect

the expected increase in SunGold kiwifruit volumes as plantings

come into production during the period being assessed. If the

revenue growth rates reduced to 3%, there would be no impairment.

The negative 4% growth rate relates to an expected decline in citrus

packing in Northland in 2023 and onwards which will be replaced by

increasing Zespri SunGold volumes in the following years.

5. The revenue growth used for the SeekaFresh business reflects

the expected performance of the business over the period being

assessed. The 2% revenue growth rate is considered a conservative

estimate and no impairment is required.

6. The revenue and terminal growth rates used for Kiwi Crush reflects

expected performance over the next 5 years as the business

continues to commercialise new product lines and explore new

markets.

At 31 December 2020, all goodwill balances were reviewed for

indicators of impairment.

The goodwill relating to Aongatete Coolstores Limited and the

Northland packhouse are supported by 2020 operational outcomes.

2020 kiwifruit harvest volumes were in line with the prior year and

packing volumes are expected to increase in future years. Whilst

Covid-19 impacted 2020 costs and packing margins, the post harvest

segment operated profitably throughout the lockdown period. For these

reasons, there are no indications of impairment of the goodwill relating

to Aongatete Coolstores Limited and the Northland packhouse.

The goodwill relating to the Kiwi Crush business is supported by

current trading performance. Having achieved 2020 targets, there are

no indications of impairment of the goodwill relating to the Kiwi Crush

business.

SeekaFresh started the year well, until sales were impacted by

Covid-19. The business continued to operate as an essential service,

but was affected by the temporary closure of hospitality and

independent retail based customers during the lockdown. Following

completion of the restucturing period for SeekaFresh in 2020, the

commission business (which includes the domestic and export sales

of Seeka-grown avocado, kiwiberry, and class two, class three, and

collaboratively marketed kiwifruit), is integrated with the original

Glassfields business to a degree where is indistinguishable from the

original cash generating unit, and has therefore been included in

the forecasted revenue assumptions. The terminal growth rate has

remained consistent, but sensitivity was performed to ensure a 1%

terminal growth rate would not result in an impairment.

No other reasonable changes to key assumptions would require an

impairment of goodwill.

45SEEKA LIMITED | ANNUAL REPORT 2020
12. 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

2020

$000s

2019

$000s

Carrying amount at 1 January

18,629 17,924

Crop harvested during the period

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

23,599 19,563

Fair value when harvested

( 42,228) ( 37,487)

Crop growing on bearer plants at end of period

Crop where cost is deemed fair value

19,597 18,148

Crop at fair value

293 481

Carrying value at 31 December

19,890 18,629

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

New Zealand dollars

2020

$000s

2019

$000s

Movement in carrying amount

1,159 756

Exchange differences

102 ( 51)

Net fair value movement in crop

1,261 705

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

New Zealand dollars

2020

$000s

2019

$000s

Australia - all varieties

4,201 4,703

New Zealand - kiwifruit crop

14,863 13,563

New Zealand - avocado crop

826 363

Carrying value at end of period

19,890 18,629

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 and includes 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 at the

date of acquisition. Goodwill on a business acquisition is included

in intangible assets, and on acquisition of an associate is included in

investments in associates. When acquired in business combinations,

the goodwill is annually tested for impairment (or more frequently if

deemed prudent) and carried at cost less accumulated impairment

losses. Gains and losses on the disposal of a business include the

carrying amount of goodwill relating to that business.

Water shares

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

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

an indefinite life and are not amortised.

Other intangibles

Other intangibles subject to amortisation are amortised over the life

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

statement of financial performance.

Critical accounting estimates and judgements

The review of impairment of intangible assets uses judgement to identify indicators of impairment. The impairment testing of intangible assets

uses estimates of revenue growth rates, discount rates and terminal growth rates.

ANNUAL REPORT 2020 | SEEKA LIMITED46
13. Right of use lease assets and lease liabilities

The Group reports all leases on the balance sheet where it has the right to obtain substantially all of the economic benefits from the use of the asset

throughout the period of the lease, with the exception of low value leases or leases less than 12 months, as per NZ IFRS 16.

The following table details leases where the Group is a lessee.

New Zealand dollars

2020

$000s

2019

$000s

Right-of-use lease assets

Land and buildings

26,663 27,168

Orchard leases

19,644 12,274

Equipment

2,403 3,182

Motor vehicles

2,121 2,100

Total right-of-use lease assets

50,831 44,724

The movements for the year are as follows:

Right-of-use lease asset movements

Opening balance

44,724 32,652

Additions

12,778 17,444

Depreciation

( 6,671) ( 5,372)

Closing balance

50,831 44,724

New Zealand dollars

2020

$000s

2019

$000s

Lease liabilities

Current

6,342 5,211

Non-current

58,040 45,267

Total lease liabilities

64,382 50,478

The liabilities are classified as follows:

Lease liabilities

Land and buildings

31,119 31,462

Orchard leases

28,707 13,847

Equipment

2,390 2,990

Motor vehicles

2,166 2,179

Total lease liabilities

64,382 50,478

The movements for the year are as follows:

Lease liability movements

Opening balance

50,478 36,840

Additions

20,508 18,708

Reduction in liability

( 6,604) ( 5,070)

Closing balance

64,382 50,478

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.

Critical accounting estimates and judgements

The valuation of biological assets uses estimates of market returns to determine value.

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 cost is deemed fair value, see note 29.

During the year ended 31 December 2020, no development costs

were expensed due to the effect of Psa on recently grafted crops

on producing orchards in Australia (Dec 2019: $0.50m). This was

reflected in the change in the fair value of the biological asset.

47SEEKA LIMITED | ANNUAL REPORT 2020
Additions

On 15 December 2020, the Group completed a sale and leaseback transaction for three kiwifruit orchards totalling 199 hectares in Australia.

The completion of this sale created a right-of-use lease asset and a lease liability, with the difference between the two recognised as a gain on

sale through the statement of financial performance, see note 9.

On 30 September 2019 of the prior year, the Group entered into the sale and leaseback transaction for an orchard in Northland. The lease was

for 15 years. A right of use asset and lease liability was calculated using the incremental borrowing rate, with the difference representing a gain

on sale in 2019.

Accounting policies

Lease liabilities are measured as the present value of the remaining

lease payments, including any renewal periods that are likely to be

exercised, discounted using the Group’s incremental borrowing rate

which ranges between 5% and 10%. The discount rate is based on the

Group's incremental borrowing rate, being the rate the Group would

borrow the funds required to purchase the asset. When determining

the discount rate, Seeka considers that the right-of-use lease asset

should not be greater than the fair value of the underlying asset being

leased.

The Group’s right-of-use lease asset is equal to the lease liability on

the day of lease inception, with the exception of sale and leaseback

transactions where the asset is measured as the proportion of the

carrying value of the asset sold of which the benefit is retained by the

Group. The right-of-use lease asset is depreciated on a straight line

basis over the period of the lease. Costs incurred with a lease that are

not part of the cost of the right-of-use lease asset are expensed.

All leases have been classified into one of the following asset classes:

–Land and building - leases for rental of all properties, including

packhouses and coolstores

–Orchard - leases held for the development of productive orchards

–Equipment - leases for equipment, including plant equipment and

forklifts

–Motor vehicles - three year leases for motor vehicles

The Group leases various properties for the packing and cooling

of kiwifruit, orchard leases to grow kiwifruit and avocados, and

equipment and vehicle leases. The terms of the leases vary, with land

and building leases ranging from 10 - 15 years, with one 99 year lease.

Orchard leases range from 5 - 15 years, and equipment and vehicle

leases range from 1 - 3 years.

Contracts may contain both lease and non-lease components. In

the case of orchard leases, only the fixed rental is recognised as a

lease liability. Any variable consideration relating to profit share on

the orchard leases is not accounted for as the profit share is only

determined after a crop has been harvested and is not identifiable

at the commencement of the lease. Lease terms are negotiated on

an individual basis and contain a wide range of different terms and

conditions. The lease agreements do not impose any covenants

other than the security interest in the leased assets that are held by

the lessor. Leased assets may not be used as security for borrowing

purposes.

The Group is exposed to potential future increases in land and building

lease payments based on contractual market rent reviews that are not

included in the lease liability until the rent review takes place.

Lease payments are allocated between principal and lease interest.

The lease interest is charged to the statement of financial performance

over the term of the lease.

Critical accounting estimates and judgements

The valuation of right-of-use lease assets and lease liabilities uses judgement to determine the incremental borrowing rate and the

likelihood of exercising any rights of renewal to extend the lease term.

ANNUAL REPORT 2020 | SEEKA LIMITED48
Working capital

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 based on the expected default rates over the balance of trade

receivables. See note 28 for calculation details.

15. Inventories

New Zealand dollars

2020

$000s

2019

$000s

Total packaging at cost

3,884 3,212

Other inventories at cost

2,052 2,243

Total inventories

5,936 5,455

In the current year, $27.48m (Dec 2019 - $28.89m) 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 or 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.

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.

14. Trade and other receivables

New Zealand dollars

2020

$000s

2019

$000s

Current trade receivables (net of provision for doubtful debts)

13,796 12,035

Prepayments

1,758 1,347

Prepaid deposits

1,470 1,827

GST refund due

620 502

Accrued income and other sundry receivables

6,871 7,622

Accrued unconditional sales of assets classified as held for sale

- 4,950

Current trade and other receivables

24,515 28,283

Non current trade receivables

672 683

Non current trade and other receivables

672 683

Total trade and other receivables

25,187 28,966

December 2020 prepaid deposits incorporated $1.5m of deposits for avocado trees not yet received (Dec 2019 - $1.8m).

Accrued income and other sundry receivables includes income to be received from orcharding operations over leased and owned orchards

relating to 484 hectares (Dec 2019 - 481 hectares).

Within current trade receivables, $1.97m are past due (Dec 2019 - $2.13m), of which 1.6% are more than 90 days (Dec 2019 - 2.6%). Non-current

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

A $0.16m provision for doubtful debts was recognised in the financial statements (Dec 2019 - $0.13m).

Critical accounting estimates and judgements

The Group reviewed trade and other receivables for any debtor impairment, credit risk, or any other such risks that may result in non-

payment. The Group did not identify any circumstances that required further provisioning or impairment of financial instruments.

49SEEKA LIMITED | ANNUAL REPORT 2020
16. Trade and other payables

New Zealand dollars

2020

$000s

2019

$000s

Trade payables

5,909 6,935

Accrued expenses

16,034 11,062

Employee expenses

5,354 4,437

Accrued dividend payable

3,231-

Other payables

444 499

Total trade and other payables

30,972 22,933

Trade payables include $0.7m for capital works in progress (Dec 2019 - $1.1m).

Accrued expenses include costs to be incurred from orcharding operations over leased and owned orchards totalling 484 hectares (Dec 2019 -

481 hectares). Accrued expenses also include costs relating to the retail service segment and the export and domestic sale of avocado.

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.

ANNUAL REPORT 2020 | SEEKA LIMITED50
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, grower incentive and employee share schemes.

17. Interest bearing liabilities

New Zealand dollars

2020

$000s

2019

$000s

Current secured

Bank borrowings

9,157 21,854

Total current interest bearing liabilities

9,157 21,854

Non current secured

Non current portion of term liabilities

73,862 97,778

Total non-current interest bearing liabilities

73,862 97,778

Total interest bearing liabilities

83,019 119,632

Analysis of movements in borrowings:

At 1 January

119,632 80,400

Cash flow - additional borrowings

59,329 121,184

Cash flow - repayment of borrowings

( 96,161) ( 81,774)

Exchange differences

219( 178)

At 31 December

83,019 119,632

Analysis of total facilities:

Drawn

83,019119,632

Available

39,28119,968

Total facilities at 31 December

122,300139,600

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 Rabobank 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.

Banker

Balance due

$000sInterest rateMaturity

Term loans as at 31 December 2020

AUD $17mWestpac

18,116 2.36%31 December 2022

NZD $34.5mWestpac

28,500 2.15%31 December 2022

NZD $12mWestpac

12,000 2.72%31 December 2023

NZD $9mWestpac

9,000 2.72%31 December 2023

NZD $6.3mRabobank

6,246 2.33%22 December 2022

Term loans as at 31 December 2019

AUD $17mWestpac

17,677 3.02%31 December 2021

AUD $10mWestpac

10,334 4.15%30 September 2021

NZD $31.5mWestpac

31,500 2.75%31 December 2021

NZD $12mWestpac

12,000 3.39%31 March 2022

NZD $10mWestpac

10,000 3.28%31 March 2022

NZD $9mWestpac

9,000 3.39%31 March 2022

NZD $6.4mRabobank

6,405 3.24%31 January 2021

NZD $0.9mRabobank

862 3.24%26 February 2021

The Group’s term loans are on interest-only repayment terms, with the exception of the $6.25m Rabobank loan, which has a scheduled $1.02m

annual payment of principal.

51SEEKA LIMITED | ANNUAL REPORT 2020
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.

18. Share capital

Shares

2020

Shares

2019

Shares

Authorised and issued share capital

Ordinary shares - fully paid and no par value:

Opening balance

32,115,799 29,317,470

Shares issued under:

Dividend reinvestment programme

88,240 168,526

Grower loyalty share scheme

- 2,061,803

Employee share scheme

- 568,000

Total shares issued

32,204,039 32,115,799

Ordinary shares - classified as follows:

Held by ordinary shareholders

29,455,162 29,366,922

Held by Seeka Share Trustee Limited

2,748,877 2,748,877

Total shares issued

32,204,039 32,115,799

New Zealand dollars

2020

$000s

2019

$000s

Movements in ordinary paid up share capital:

Opening balance of ordinary shares

109,434 96,112

Issues of ordinary shares during the year

348 804

Grower loyalty share scheme issue

- 9,814

Employee share scheme issue

- 2,704

Closing balance of ordinary share capital

109,782 109,434

Movements in treasury share capital:

Opening balance of ordinary shares

12,661 1,706

Employee share scheme receipts - 2016 issue

( 124) ( 1,231)

Grower loyalty share scheme issue of new shares

- 9,814

Grower loyalty share scheme receipts - 2019 issue

( 192) ( 231)

Employee share scheme issue of new shares

- 2,704

Employee share scheme receipts - 2019 issue

( 52) ( 101)

Closing balance of shares held as treasury capital

12,293 12,661

Net share capital

97,489 96,773

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.

The 2016 employee share scheme issue vested on 20 May 2019, see note 21.

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.

ANNUAL REPORT 2020 | SEEKA LIMITED52
19. Business combination

Purchase of shares in Aongatete Coolstores Limited

During the period ended 31 December 2019, the Group purchased 100% of the shares in Aongatete Coolstores Limited, a kiwifruit post harvest

business based north of Tauranga in the Bay of Plenty, New Zealand. The business owned packhouse and coolstore facilities and operated an

orchard management business. The purchase was completed on 18 March 2019 for a purchase price of $14m.

The following table details the fair values of assets and liabilities recognised at acquisition.

New Zealand dollars

2019

$000s

Aongatete Coolstores Limited

Land and buildings

17,450

Property, plant and equipment

1,852

Inventory

438

Leased assets

928

Biological assets

2,080

Cash and debtors

768

Creditors

( 428)

Other current liabilities

( 1,829)

Deferred tax liability

( 2,891)

Leased liabilities

( 948)

Term loans

( 10,455)

Goodwill

7,035

Total purchase consideration for shares

14,000

The goodwill was allocated to the post harvest and orchard segments and is attributable to the operation’s strong position in the Bay of Plenty and

synergies expected to arise after adding additional post harvest and orchard facilities to Seeka’s operations. The goodwill is not expected to be

impaired in the foreseeable future. None of the goodwill is expected to be deductible for tax purposes. Acquisition-related costs of $0.20m were

included in administrative expenses. Deferred tax of $2.9m was provided in relation to differences between tax values and the fair value of certain

assets.

Land and buildings were valued using an independent valuation completed by Telfer Young Valuers using the same approach as other land and

buildings detailed in note 10.

No changes have been made since 31 December 2019.

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.

Grower loyalty share scheme

On 15 March 2019, the Group invited eligible growers of kiwifruit, avocado and kiwiberry to participate in a three-year grower loyalty share

scheme, whereby each participant would be allocated a parcel of shares based on their orchard's current or forecast production. This issue of up

to 2.6m shares was approved by shareholders on 14 February 2019.

In April 2019, 2,061,803 shares were issued to the scheme's trustees on behalf of 405 participating growers. The issue price of $4.76 per share was

funded by the Group making a $9.8m non-interest-bearing loan to the trustees. Upon meeting the terms of the scheme by supplying all product

from the participating orchards for three consecutive seasons, participating growers can elect to pay the outstanding balance of their loans, less any

dividend payments made on the shares, and have the shares transferred to them. Shares issued under this scheme vest in 2021 and 2022.

Employee share scheme

On 15 March 2019, the Group invited eligible employees to participate in a five-year employee share scheme, whereby each participant would

be allocated a parcel of shares based on their role in the business. In April 2019, 568,000 shares were issued to the scheme's trustees on behalf

of 319 participating employees. The issue price of $4.76 per share was funded by the Group making a $2.7m non-interest-bearing loan to the

trustees. Upon meeting the terms of the scheme by continuing employment for three consecutive years, participating employees can elect to pay

the outstanding balance of their loans, less any dividend payments made on the shares, and have the shares transferred to them. Shares issued

under this scheme vest in 2022.

Critical accounting estimates and judgements

Business combination requires the use of estimates to determine the fair value of the acquisition's assets and liabilities at the date of acquisition.

53SEEKA LIMITED | ANNUAL REPORT 2020
20. Earnings and net tangible assets per share

20202019

Basic earnings per share

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

15,151 6,884

Weighted average number of ordinary shares in issue (thousands)

1

29,416 29,394

Basic earnings per share

$0.52 $0.23

Diluted earnings per share

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

15,151 6,884

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

1

29,437 29,415

Diluted earnings per share

$0.52 $0.23

Net tangible assets per share

Net tangible assets ($000s)

167,360 146,012

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

32,204 32,116

Net tangible asset per share

$5.20 $4.55

1. The prior year denominator number of shares have been adjusted to account for treasury shares.

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.

21. Retained earnings and reserves

Retained earnings

The following table details movements in retained earnings.

New Zealand dollars

2020

$000s

2019

$000s

At 1 January

36,659 37,071

Net profit for the year

15,151 6,884

Dividends paid or declared

( 6,721) ( 7,469)

Realisation of permanent gain on sale

1,274 -

Release of share-based payments

- 182

Foreign exchange movement

3 ( 9)

At 31 December

46,366 36,659

Reserves

The following table details the closing balances of reserve accounts.

New Zealand dollars

2020

$000s

2019

$000s

Reserves

Cash flow hedge reserve

( 484) ( 569)

Water share revaluation reserve

2,597 3,325

Land and buildings revaluation reserve

29,097 18,671

Foreign currency translation reserve

( 170) ( 153)

Foreign currency revaluation reserve

108 ( 291)

Share reserve

1,290 529

Total reserves

32,438 21,512

ANNUAL REPORT 2020 | SEEKA LIMITED54
The cash flow hedge reserve is used to record increases and decreases on the revaluation of derivative financial instruments.

The water share revaluation reserve is used to record increases and decreases on the revaluation of Seeka's owned permanent water shares in

Victoria, Australia.

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.

The share reserve is used to record the value of option benefits recognised on the Group's grower loyalty and employee share schemes as detailed

in this note.

The Group operates two equity-settled, share-based incentive plans:

–An equity-settled, share-based compensation plan for employees. Shares are periodically issued under this plan.

–An equity-settled, grower loyalty share scheme approved by shareholders on 14 February 2019.

The employee share scheme is managed by a trust deed established September 2014. The grower loyalty share scheme is managed by a trust

deed established 15 March 2019. The trustee for both trusts is 'Seeka Share Trustee Limited', whose directors are also directors of Seeka.

Employee share scheme

Under the employee share scheme, shares are issued to an employee share trust in return for a debt back to the Company. Qualifying employees

are eligible to subscribe to shares held by the trust under the terms of the scheme with the shares to vest at the end of three years. The option

benefit is 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 their shares and have the shares transferred to them.

At the date the shares vest the employee can elect to extend the repayment period by two years with interest charged and the shares held by the

trust as security and only transferred when the debt is fully repaid. Alternatively at the date the shares vest the employee can elect that the shares

do not vest to them and any outstanding debt will be forgiven and the shares sold by the trustees. The proceeds from the shares that vest or from

the sale of shares is used to repay the debt owed to the Company.

The following table details movement in the share reserve relating to the employee share scheme.

New Zealand dollars

2020

$000s

2019

$000s

At 1 January

117 159

Transfer to retained earnings

- ( 182)

Movement in employee share entitlement reserve

153 140

At 31 December

270 117

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

689,008 (Dec 2019 - 687,074), representing 2.14% (Dec 2019 - 2.14%) of the shares of the Company on issue at that date.

Grower loyalty share scheme

Under the grower loyalty share schemes shares are issued to a share trust in return for a debt owned back to the Company. Qualifying supplying

growers were eligible to subscribe to shares held by the trust under the terms of the offer agreements dated 15 March 2019 and 22 March 2019.

Shares vest after the grower supplies the Company their kiwifruit and avocado crops for the three harvests through to 31 March 2022. The option

benefit is recognised as a discount against revenue over the vesting period. At the end of the vesting period the grower has an option to settle any

outstanding debt on the shares and have the shares transferred to them. Alternatively the grower can elect not to have the shares transferred

to them and any outstanding debt will be forgiven and the shares sold by the trustee. The proceeds from the shares that vest or from the sale of

shares is used to repay the debt owed to the Company.

The following table details movement in the share reserve relating to the grower loyalty share scheme.

New Zealand dollars

2020

$000s

2019

$000s

At 1 January

412 -

Movement in grower share entitlement reserve

608 412

At 31 December

1,020 412

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

2,061,803 (Dec 2019 - 2,061,803), representing 6.40% (Dec 2019 - 6.42%) of the shares of the Company on issue at that date.

55SEEKA LIMITED | ANNUAL REPORT 2020
The following table details the closing value of the share reserve.

New Zealand dollars

2020

$000s

2019

$000s

Related to employee share entitlement reserve

270 117

Related to grower share entitlement reserve

1,020 412

At 31 December

1,290 529

For both schemes the shares are issued fully paid in exchange for a loan to the share scheme trust of behalf of scheme members.

The shares held by the trustee on behalf of employees and growers carry the same voting rights as other issued ordinary shares with votes only

able to be made via the trustees. The trustees are not able to vote, other than at the direction of the individual member employees and growers.

While monies are owed on the shares they remain with the trustee.

The options element of the schemes are valued using the 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.

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

Inputs into the model

Issue date4 April 201910 April 201920 May 2016

Shares issued

Grower loyalty share scheme

1,923,550138,253-

Employee share scheme

505,00063,000398,100

Total shares issued

2,428,550201,253398,100

Grant date share price

$4.78$5.05$3.88

Exercise price

$4.76$4.76$3.88

Expected life (interest free loan period)

2.5 - 3 years2.5 - 3 years

3 years

Maximum loan period - Grower loyalty share scheme

3 years3 years

5 years

Maximum loan period - Employee share scheme

5 years

1

5 years

1

Time to vest

2.5 - 3 years2.5 - 3 years

3 years

Expected volatility (% per year)

19.33%19.33%10.00%

Risk-free interest rate

2.18%2.18%3.14%

Value of option

$0.71 - $0.79$0.71 - $0.97$0.47

1. Interest charged after three years.

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

4 April 20194 April 2022

$0.79$4.76 - 2,428,550 - - 2,428,550

10 April 201910 April 2022

$0.97$4.76 - 201,253 - (8,000)193,253

Weighted average exercise price at balance date

$4.65

Weighted average contractual life (years)

2.75

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$3.88414,716-(26,432)(261,210)127,074

Weighted average exercise price at balance date

$3.95$2.44

Weighted average contractual life (years)

2.67 1.67

During the year no shares were issued under a rights issue for shares held in the employee share scheme (Dec 2019 - Nil) .

ANNUAL REPORT 2020 | SEEKA LIMITED56
22. Dividends

Dividends paid Per share$000s

March 2019

$0.12 3,572

September 2019

$0.12 3,897

Total dividend 2019

7,469

September 2020

$0.10 3,260

December 2020 - declared, paid 27 January 2021

$0.12 3,461

Total dividend 2020

6,721

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 $2.73m (Dec 2019 - $6.31m).

On 16 December 2020, the directors declared a fully-imputed special dividend of $0.12 per share. The dividend was paid 27 January 2021 to those

shareholders on the register at 5pm on 24 December 2020. The dividend reinvestment plan applied with a 2% discount to the strike price. The

Board declared the special dividend following the stronger than expected earnings in 2020 due to tight financial management and the settled sale

and lease back of part of the Australian kiwifruit orchard portfolio. This special dividend brings the total dividends distributed in the last 12 months

to $0.22 (prior twelve months $0.24).

On 25 February 2021, the directors declared a fully-imputed dividend of $0.12 per share. The dividend will be paid 30 March 2021 to those

shareholders on the register at 5pm on 5 March 2021. The dividend reinvestment plan will apply with a 2% discount to the strike price.

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.

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

reserve. For the Grower Loyalty Share Scheme (GLSS), the fair value of

the grower loyalty received in exchange for the grant of the option is

recognised as a discount against revenue in the statement of financial

performance with a corresponding increase in share 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.

Employee share scheme 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 ESS and GLSS 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.

The ESS and GLSS have a non-beneficial interest in all the shares

allocated to employees and growers. Annually the Group reviews the

ESS 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

and GLSS are appointed for an unspecified term and may be removed

by the Company at any time.

Critical accounting estimates and judgements

The values of the employee share scheme and grower loyalty share scheme require estimates to be made of expected price volatility and the

risk free rate as detailed in this note.

57SEEKA LIMITED | ANNUAL REPORT 2020
Investments

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.

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.

23. Investment in shares

New Zealand dollars

2020

$000s

2019

$000s

At 1 January

586 586

Sale of investment

( 9) -

At 31 December

577 586

Unlisted securities designated at fair value through profit and loss

Blackburn General Partner Limited

91 100

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

577 586

Total investment in shares and associates

577 586

All unlisted securities measured at fair value are defined as level 3, see note 29.

ANNUAL REPORT 2020 | SEEKA LIMITED58
24. Investment in subsidiaries and associates

a. Investment in subsidiaries

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries.

Name of entity

Country of

incorporation

Class of

shares

Equity holding

31 December

2020

Equity holding

31 December

2019

Trading subsidiaries

Aongatete Coolstores LimitedNew ZealandOrdinary

100%0%

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 Share Trustee LimitedNew ZealandOrdinary

100%100%

Seeka Te Puke LimitedNew ZealandOrdinary

100%100%

Not-trading subsidiaries

CMS Logistics LimitedNew ZealandOrdinary

100%100%

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%100%

Nutritious Delicious Food Company LimitedNew ZealandOrdinary

100%100%

Seeka Dairy Ventures LimitedNew ZealandOrdinary

100%100%

Seeka Fresh LimitedNew ZealandOrdinary

100%100%

Seeka Kiwifruit Industries LimitedNew ZealandOrdinary

100%100%

Seeka Pollen Australia (Pty) LimitedAustraliaOrdinary

100%100%

Verified Lab Services LimitedNew ZealandOrdinary

100%100%

b. Investment in associates

Name of entity

Country of

incorporation

Business

activity

Equity holding

31 December

2020

Equity holding

31 December

2019

Kiwifruit Supply Research LimitedNew ZealandNot trading

20%20%

TKL Logistics LimitedNew ZealandPort service

20%20%

Wai O Kaha Gold Landowners Limited PartnershipNew ZealandTrading

11%-

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 or exercising significant influence via directors on the Board.

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.

The following table details purchase of investments in associates.

New Zealand dollars

2020

$000s

2019

$000s

At 1 January

--

Purchase of investment

1,000-

At 31 December

1,000-

Investments are made in the following associates:

Wai O Kaha Gold Landowners Limited Partnership

1,000-

Total investments in associates

1,000-

59SEEKA LIMITED | ANNUAL REPORT 2020
Other notes

This section contains all other note disclosures about the Group.

25. Contingencies

There are no contingent liabilities as at 31 December 2020 (Dec 2019 - Nil).

26. Commitments

Capital commitments

At year end the Group was committed to incur capital expenditure of $1.7m (Dec 2019 - $1.1m).

Operating lease commitments

The Group recognises right-of-use assets for all operating leases, except for short-term and low value leases, in accordance with NZ IFRS 16, see

note 13.

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

2020

$000s

2019

$000s

Director fees

450 450

Executive salaries

2,335 2,687

Short term benefits

549 489

Total

3,334 3,626

Transactions

The following table details the transactions entered with related parties for post harvest and orchard management services (excluding

transactions outlined and disclosed above).

New Zealand dollars

2020

$000s

2019

$000s

Sales of services

Directors, management and other personnel

3,988 2,338

Purchase of services

Directors, management and other personnel

343 343

Outstanding balances

The following table details outstanding balances at balance date. 

New Zealand dollars

2020

$000s

2019

$000s

Current receivables (operating)

Directors, management and other personnel

863 920

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 $123.9m (Dec 2019 - $115.1m) 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.

ANNUAL REPORT 2020 | SEEKA LIMITED60
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 short-term production risks are weather

events, diseases, and pests. These impact on volume and quality

of produce from the Group's orchards, volumes to post harvest

(both from Group orchard operations and independent growers)

and volumes available to the retail business. The primary risk to the

completion of the coming harvest is the limited availability of labour

and the risk of a Covid-19 lockdown. The Group is also impacted by the

long-term effects of climate change.

Market risks include price and exchange rate impact on orchard

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

grown by the Group) and impact on retail revenues where the Group

imports and sells 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 - weather 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, storm damage

and drought.

–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.

–Drought events are typically regional, and the Group has invested

in irrigation in many of its orchards. The Group is also investing in

localised weather measurement on its orchards.

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 occurring 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 the company's

kiwifruit 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.

Labour availability and Covid-19

Border closures due to Covid-19 have reduced the workforce that

Seeka relies on through the Recognised Seasonal Employer (RSE)

scheme and from backpackers. To assist the horticulture industry the

New Zealand Government made a provision for an additional 2,000

seasonal workers to enter the country in 2021, of which Seeka will be

able to access its share of 217 employees. Seeka has an extensive local

recruitment process underway, including working with the Ministry

for Social Development (MSD) and iwi on methods of recruiting

unemployed people into the Seeka workforce.

Long-term climate change

As a horticultural based business, Seeka is exposed to the long-term

impact of climate change through potential reduced production crop

yields. In addition to responding to weather events, future regulatory

change may impact Seeka through revised policies that limit the use

of chemical inputs on orchards, require soil monitoring and reporting,

introduce carbon taxes, and implement water restrictions.


To respond to this Seeka is;

–Working closely with regional councils and regulators to assist in

regulation change;

–Actively engaged in developing orchard management practices to

measure the environmental impact on orchards;

–Measuring the carbon footprint of Seeka's operations, with a

number of carbon-reduction initiatives underway;

–Ensuring new developments undertaken by Seeka include water

accessability as part of the development design, whether via stream

access, onsite storage, or developing wetlands; and

–Ensuring orchard reporting by altitude to assess the risk of rising sea

levels.

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.

61SEEKA LIMITED | ANNUAL REPORT 2020
New Zealand avocado and kiwiberry

The Group has a direct market risk from the sale of avocado and

kiwiberry, 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, see note 30.

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. 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 2020 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.

31 December 202031 December 2019

More than

30 days

past due

More than

60 days

past due

More than

120 days

past due

2020

Total

More than

30 days

past due

More than

60 days

past due

More than

120 days

past due

2019

Total

Expected loss rate

0.0%0.1%2.9%0.0%0.0%0.1%

Gross carrying amount -

trade receivables ( $000s)

933 360 1,031 2,323 121 226 1,837 2,184

Loss allowance ( $000s)

--3131--22

New Zealand dollars

2020

$000s

2019

$000s

At 1 January

129 506

Movement in the current year

28 ( 377)

At 31 December

157 129

Calculation for loss allowance

Loss allowance per NZ IFRS 9

31 2

Debtor adjustment

127 127

At 31 December

158 129

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 $122.3m (Dec 2019 - $139.6m) of

available credit of which $83.0m (Dec 2019 - $119.7m) was drawn. All

credit lines are currently provided by two finance providers.

ANNUAL REPORT 2020 | SEEKA LIMITED62
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

At 31 December 2020

Trade and other payables

30,972 - - -

Derivative liability

671 - - -

Current interest bearing liabilities

9,157 - - -

Non current interest bearing liabilities

- 52,862 21,000 -

Total financial liabilities

40,800 52,862 21,000 -

At 31 December 2019

Trade and other payables

22,933 - - -

Derivative liability

790 - - -

Current interest bearing liabilities

21,854 - - -

Non current interest bearing liabilities

- 66,778 31,000 -

Total financial liabilities

45,577 66,778 31,000 -

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

2020

$000s

2019

$000s

Total shareholder funds

176,293 154,944

Total assets

375,426 368,246

Shareholder equity ratio

46.96%42.08%

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.

e. Price risk - equity securities

The Group has minor exposure to equity securities price risk through incidental investments classified in 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.

63SEEKA LIMITED | ANNUAL REPORT 2020
The following table outlines 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

Over

5

years

At 31 December 2020

Expected undiscounted cash flows based

on current market interest rates ($000s)

508 574 1,124 2,206 2,835 -

Floating rate

2.05%

Average term rate

2.49%

At 31 December 2019

Expected undiscounted cash flows based

on current market interest rates ($000s)

1,005 1,028 1,915 3,084 807 -

Floating rate

2.75%

Average term rate

3.31%

29. Determination of fair values of financial assets and liabilities

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 2020

Financial assets

Current and non current trade

and other receivables

24,515 - - - - ( 2,452) ( 2,452) 2,452 2,452

Investment in shares

577 - - - - ( 10) ( 48) - 58

Water shares

8,310 - - - - - ( 831) - 831

Financial Liabilities

Derivative liabilities

671 - ( 283) - 565 - - - -

Trade and other payables

30,972 - - - - - - - -

Term liabilities

73,862 739 739 ( 1,477) ( 1,477) - - - -

Interest bearing liabilities

9,157 92 92 ( 183) ( 183) - - - -

Total increase / (decrease)

831 548 ( 1,660) ( 1,095) ( 2,462) ( 3,331) 2,452 3,341

At 31 December 2019

Financial assets

Current and non current trade

and other receivables

28,966 - - - - ( 2,897) ( 2,897) 2,897 2,897

Investment in shares

586 - - - - ( 11) ( 48) - 59

Water shares

9,122 - - - - - ( 912) - 912

Financial liabilities

Derivative liabilities

790 - ( 479) - 959 - - - -

Trade and other payables

22,933 - - - - - - - -

Term liabilities

97,778 387 387 ( 774) ( 774) - - - -

Interest bearing liabilities

21,854 219 219 ( 437) ( 437) - - - -

Total increase / (decrease)

606 127 ( 1,211) ( 252) ( 2,908) ( 3,857) 2,897 3,868

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.

–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

- - 19,597 19,597

Biological assets - crop at fair value

- - 293 293

Water shares

8,310 - - 8,310

Irrigation water rights

343 - - 343

Land

- - 23,435 23,435

Buildings

- - 147,141 147,141

Unlisted equity securities

- - 577 577

Derivatives used for hedging (liability)

- 671 - 671

ANNUAL REPORT 2020 | SEEKA LIMITED64
The reconciliations for level 3 fair value requirements are shown.

–Land and buildings (note 10)

–Biological assets - crop (note 12)

–Unlisted equity securities (note 23)

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.

$ 19.60 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. See note 12.

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.

$ 0.30 mEstimated market value less selling

costs and costs to market (have

achieved sufficient biological

transformation). See note 12.

Forecast yields.

Market sales price.

Costs to harvest.

Increases with yields.

Increases with price.

Decreases with higher

costs.

Land and buildings$ 170.58 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

10 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$ 0.58 mBased on latest information from

securities management. Tested for

impairment with carrying amount

assessed 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 10.

65SEEKA LIMITED | ANNUAL REPORT 2020
30. Derivative financial instruments

New Zealand dollars

2020

$000s

2019

$000s

Liabilities

Interest rate swap contracts and forward exchange contracts - cash flow hedge

671 790

Group bank loans currently bear an average variable interest rate of 2.3% (Dec 2019 – 3.0%), with the Group using interest rate swaps to protect

the term portion of the loans.

Swaps cover 46% (Dec 2019 - 75%) 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

NZD $12m

12,000 2.72%

31 December 2023

2.43%

31 December 2022

NZD $9m

9,000 2.72%

31 December 2023

2.34%

31 December 2021

Total (NZD)

21,000

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

2020

AUD - NZD hedges

4730.93840.59

30 March 2021

USD hedges

710.72270.71

6 January 2021

2019

Euro hedges

254

0.60110.59

18 March 2020

AUD hedges

52

0.96170.95

8 January 2020

Euro - AUD hedges

500

0.62540.60

14 October 2020

USD hedges (multiple)

1,437

0.6735 0.66

29 May 2020

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 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 prospective 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 2020 or 2019 in relation

to the interest rate swaps.

ANNUAL REPORT 2020 | SEEKA LIMITED66
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

profit or loss

$000s

Total

$000s

Financial assets as at 31 December 2020

Cash and cash equivalents

5,164 - 5,164

Trade and other receivables excluding prepayments

24,515 - 24,515

Non current trade and other receivables excluding prepayments

672 - 672

Investment in shares

- 577 577

Total financial assets as at 31 December 2020

30,351 577 30,928

Financial assets as at 31 December 2019

Cash and cash equivalents

2,849 - 2,849

Trade and other receivables excluding prepayments

25,109 - 25,109

Non current trade and other receivables excluding prepayments

683 - 683

Investment in shares

- 586 586

Total financial assets as at 31 December 2019

28,641 586 29,227

New Zealand dollars

Liabilities

at fair value

through

reserves

$000s

Other

financial

liabilities

$000s

Total

$000s

Financial liabilities as at 31 December 2020

Trade and other payables

- 30,972 30,972

Current interest bearing liabilities

- 9,157 9,157

Derivative financial instruments

671 - 671

Non current interest bearing liabilities

- 73,862 73,862

Total financial liabilities as at 31 December 2020

671 113,991 114,662

Financial liabilities as at 31 December 2019

Trade and other payables

- 22,933 22,933

Current interest bearing liabilities

- 21,854 21,854

Derivative financial instruments

790 - 790

Non current interest bearing liabilities

- 97,778 97,778

Total financial liabilities as at 31 December 2019

790 142,565 143,355

Accounting policies

The Group classifies its financial instruments in the following

categories in accordance with NZ IFRS 9:

–loans and receivables,

–assets at fair value through other comprehensive income (FVOCI),

–assets at fair value through profit and loss (FVTPL),

–liabilities at fair value through profit or loss, and

–other financial liabilities.

The classification of financial assets and liabilities under NZ IFRS

9 is generally based on the business model in which the financial

instrument is managed and its contractual cash flows characteristics.

On initial recognition, a financial instrument is classified as measured

at amortised cost, FVOCI and FVTPL.

Financial instruments are not reclassified subsequent to their initial

recognition unless the Group changes its business model in which case

all affected financial instruments are reclassified on the first day of the

first reporting period following the change in the business model.

A financial instrument 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 to collect contractual cash flows; 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 outstanding.

On initial recognition of an equity investment that is not held for

trading, the Group may irrevocably 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 instruments not classified as measured at amortised cost

or FVOCI as described above are measured at FVTPL.

67SEEKA LIMITED | ANNUAL REPORT 2020




PricewaterhouseCoopers, 15 Customs Street West, 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

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 2020, 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).

What we have audited

The Group's consolidated financial statements comprise:

● the statement of financial position as at 31 December 2020;

● 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 and other

explanatory information.


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.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1

International Code of Ethics for Assurance Practitioners (including International Independence

Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards

Board and the International Code of Ethics for Professional Accountants (including International

Independence Standards) issued by the International Ethics Standards Board for 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 tax compliance and consulting, as well

as tax pooling. The provision of these other services has not impaired our independence as auditor of

the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgement, 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.


ANNUAL REPORT 2020 | SEEKA LIMITED68




PwC


Description of the 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 $19.9 million. Biological

assets are disclosed in note 12 of the

consolidated financial statements and

comprise the crops on the vines and trees

(bearer plants) in the Group’s leased and

owned orchards. Certain assumptions and

inputs are also disclosed in note 29 to the

consolidated financial statements.

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 2020, a

total of $19.6 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 expertise in determining the level

of biological transformation at balance date.

When sufficient biological transformation

has occurred, fair value is the estimated net

market return less selling cost and costs to

market.

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). Cost is tested for impairment

at balance date using the Group's budgets

on an orchard-by-orchard basis.

Due to the level of judgement involved in

the valuation of biological assets, as well as

the significance of biological assets to the

Group's financial position, this is

considered to be a key audit matter.

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 2020.

● 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 budget information through

comparing prior year budgets to actual results.

We had no matters to report as a result of our

procedures.


69SEEKA LIMITED | ANNUAL REPORT 2020




PwC


Description of the key audit matter How our audit addressed the key audit matter

Valuation of Land and Buildings

As reflected in notes 10 and 29 of the

consolidated 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 four different

approaches in concert to arrive at a fair

value.

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 New Zealand asset values

remain appropriate and materially reflect

fair value. The Group’s Australian land and

buildings were not revalued as the Group

determined the valuations in the prior year

still materially reflect fair value.

The total value of the Group’s land and

buildings at year end is $170.6 million.

We included the valuation of land and

buildings as a key audit matter because of

the level of judgement inherent in the

valuations.


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 assumptions and

inputs used, such as capitalisation and discount

rates, to externally available data. Where external

data was not available, our internal expert has

utilised their 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 New

Zealand and Australian land and buildings not

independently revalued during 2020 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.

ANNUAL REPORT 2020 | SEEKA LIMITED70




PwC


Description of the key audit matter How our audit addressed the key audit matter

Sale and leaseback of Australian orchards

As reflected in note 9 of the consolidated

financial statements, the Group entered

into a sale and leaseback agreement for

three of its Australian orchards, which had

been classified as held for sale assets at the

end of the previous financial year. The

Group sold the orchards for proceeds of

AU$26.5 million (NZ$28.24 million) and

simultaneously entered into a lease with an

initial term of 10.5 years and rights of

renewal out to 25 years.

The Group concluded that the arrangement

should be treated as a sale and leaseback

transaction under NZ IFRS 16 and

recognised a gain on sale of AU$5.83

million (NZ$6.18 million).

Key estimates and assumptions included:

● Performance obligations were

satisfied in line with the

requirements of NZ IFRS 15.

● Sales proceeds received were

judged to reflect the fair value of

the underlying assets.

● The quarterly rental was deemed to

be a fair market rent.

● The incremental borrowing rate

applied upon the commencement of

the lease

● The lease term, including allowing

for the likelihood of rights of

renewal being exercised.

This was determined to be a key audit

matter due to the financial significance and

complexity of the transaction, involving

management judgement in determining the

proportion of the gain on sale that should

be recognised.


Our audit of the sale and leaseback transaction

focused on the judgements used in determining the

accounting treatment for the transaction and on

testing the gain recognised on the sale.

Our procedures included:

● Gaining an understanding of the terms and

economic substance of the sale and leaseback

arrangements through reviewing board minutes,

discussions with management and reading of

relevant agreements.

● Engaging an internal accounting expert to assist

us in our consideration of management's view

that performance obligations were satisfied in

line with the requirements of NZ IFRS 15.

● Evaluating the selling price versus market value

of the underlying assets at the date of sale.

● Assessing the reasonableness of the quarterly

rental expense compared to rent charged on the

market for similar assets.

● Testing the assumptions used to determine the

lease term, including the likelihood of exercising

the rights of renewal, by assessing whether they

were supported by current business plans.

● Testing the accuracy of information included in

the lease calculation by comparing the inputs to

the terms in the underlying lease agreement.

● Recalculating the right-of-use asset and lease

liability for the arrangement.

● Engaging our internal valuation expert to assess

the reasonableness of the incremental borrowing

rates adopted and comparing these to

management’s rates.

● Recalculating the gain on sale and leaseback

determined by management.

● Considering the appropriateness of disclosures in

the consolidated financial statements.

We had no matters to report as a result of our

procedures.


71SEEKA LIMITED | ANNUAL REPORT 2020




PwC


Description of the key audit matter How our audit addressed the key audit matter

Goodwill impairment

As at 31 December 2020, the carrying

amount of the Group’s goodwill amounted

to $8.9 million as disclosed in note 11, of

which $7.0 million and $1.2 million related

to the Aongatete Coolstores Limited and

Northland packhouse cash generating units

(CGUs) respectively.

Management has performed impairment

testing for each CGU on a value in use basis,

using a discounted cash flow model based

on forecast future performance to

determine the recoverable amount.

Management performed a comparison of

the Group’s net assets to the market

capitalisation of the Company and prepared

an analysis and explanation of the

difference. Management considered the

reasons for this difference in finalising their

assessment of the recoverable amounts of

the CGUs of the Group. No impairment was

identified.

The impairment testing of goodwill is

considered a key audit matter due to the

gap between the Group’s net assets and its

market capitalisation.

There is also a significant level of

management judgement applied in

estimating the future performance and cash

flows for the Group and material CGUs,

along with the discount rate and terminal

growth rate used in estimating the

recoverable amounts.










Our audit focused on assessing and challenging the

significant estimates and assumptions used by

management in the impairment tests for Aongatete

Coolstores Limited and the Northland packhouse

CGUs, being the material CGUs, along with

evaluating the overall Group impairment test. Our

procedures included:

● Evaluating the appropriateness of the CGUs

● Agreeing the cash flows included in

management’s impairment model for each CGU

to the latest board approved five year plan.

● Assessing the Group’s forecasting accuracy by

comparing historical forecasts to actual results.

● 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, our assessment of the feasibility of

management’s plans, and current market prices.

● Using our PwC valuation expert we reviewed

whether the discount rate used by management

for each CGU was reasonable. We also compared

it to relevant industry comparators. Our expert

also assessed the terminal growth rates used. ing

the accuracy of the calculations in management’s

impairment model for each CGU, and checking

the carrying amount of the CGU’s net assets was

correct.

● Performing a sensitivity analysis across a range of

reasonably possible changes in the discount rate,

cash flow assumptions and terminal growth rate.

● Reviewing the adequacy of the disclosures in the

financial statements.

We also engaged our PwC valuation expert to assist

us in our consideration of management’s paper on

the comparison between the net assets and the

market capitalisation of the Company. This analysis

was completed as part of our assessment of indicators

of impairment.

We had no matters to report as a result of our

procedures.


ANNUAL REPORT 2020 | SEEKA LIMITED72




PwC


Our audit approach


Overview


Overall group materiality: $2,500,000, which represents approximately

1% of revenue.

We chose revenue as the benchmark because, in our view, it is the

benchmark against which the performance of the Group is most

commonly measured by users. The Group operates in a high-volume low

margin industry where net profit is not representative of the scale of the

Group.

Following our assessment of the risk of material misstatement, we:

• Selected two entities for full scope audits

• Performed specified audit procedures and analytical review procedures

on the remaining entities.

As reported above, we have four key audit matters, being:

● Valuation of Biological Assets - crop

● Valuation of Land and Buildings

● Sale and leaseback of Australian orchards

● Goodwill impairment


As part of designing our audit, we determined materiality and assessed the risks of material

misstatement in the consolidated financial statements. In particular, we considered where

management made subjective judgements; for example, in respect of significant accounting estimates

that involved making assumptions and considering future events that are inherently uncertain. 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.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain

reasonable assurance about whether the consolidated financial statements are free from material

misstatement. Misstatements may arise due to fraud or error. They are considered material if,

individually or in aggregate, they could reasonably be expected to influence the economic decisions of

users taken on the basis of the consolidated financial statements.

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.

How we tailored our group audit scope

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.

The materiality levels applied in the full scope audits of the New Zealand and Australian businesses

were calculated by reference to a portion 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.

73SEEKA LIMITED | ANNUAL REPORT 2020



PwC



Other information

The Directors are responsible for the other information. The other information comprises the information

included in the Annual report, but does not include the consolidated financial statements and our

auditor's report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not

express any form of audit opinion or assurance conclusion thereon.

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 consolidated financial statements is

located at the External Reporting Board’s website at:

https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/

This description forms part of our auditor’s report.

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 Philippa (Pip)

Cameron.

For and on behalf of:





Chartered Accountants Auckland

26 February 2021

ANNUAL REPORT 2020 | SEEKA LIMITED74
CORPORATE GOVERNANCE AND DISCLOSURES

75

Corporate governance statement

84

Director profiles

86

Interests register

87

Directors’ interests in Seeka Limited securities

88

Subsidiary companies

89

Employee remuneration

90

Other disclosures

91

Securities statistics

75SEEKA LIMITED | ANNUAL REPORT 2020
CORPORATE GOVERNANCE STATEMENT

As at 31 December 2020

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’s Board and management are committed to best practice governance and Seeka has adopted the recommendations in the NZX Corporate

Governance Code 2020 (the Code) as set out in this corporate governance statement. The Board regularly reviews Seeka's corporate governance

structures against the eight principle recommendations in the Code, and considers Seeka's practices and procedures substantially meet Code

recommendations. Any exceptions are noted in this governance statement, and listed on page 83 of this annual report.

Seeka's governance policies are available on Seeka's website, see Seeka.co.nz/co.nz/corporate-governance.

The Board approved this governance statement on 26 February 2021.

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 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

• Proper use of Seeka information, assets and property

• Conduct, valuing individuals' differences and respecting all stakeholders

• Dealing with gifts or gratuities

• Whistle blowing for safe reporting of potential wrong doing

• Compliance with laws and Seeka policies

• Managing breaches of Seeka’s Code of Ethics

Seeka also has a strict Insider Trading Policy prohibiting the direct or indirect dealing in Seeka financial products when holding inside information, plus

a duty of confidentiality that protects the dissemination and use of confidential company information.

The Insider Trading Policy defines black-out periods during which restricted persons are prohibited from trading in Seeka shares unless provided with

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 chair of the Board, and the chair 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 perspectives.”

Seeka’s Board commits to acting in the best interest of the company, to deliver benefits to stakeholders and grow shareholder returns.

ANNUAL REPORT 2020 | SEEKA LIMITED76
Board charter and responsibilities

The Board 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 primarily 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. Non-independent director Amiel Diaz is the only

director residing overseas.

The following table summarises director qualifications, skills and experience.

QualificationExecutive leadershipFinancialLegalKiwifruit industryGovernanceCulturalInternational marketsBrand managementTechnologyProperty valuation

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 Sumifru Singapore Pte Limited, and former shareholder Farmind Corporation of Japan, and

• Ratahi Cross, representative of Seeka 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

77SEEKA LIMITED | ANNUAL REPORT 2020
The Board has three independent directors;

• Fred Hutchings, Board chair and remuneration committee chair

• Ashley Waugh, audit and risk committee chair, and

• Cecilia Tarrant, sustainability committee chair

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 for appointment or reappointment.

Directors enter a written agreement covering the term of their appointment and are provided with detailed information about Seeka, the Group’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.

The chair undertakes an annual assessment of Board, director and committee performance, seeking assistance, as required, from the nominations

committee and external advisors.

Director tenure

2

4

1

1

00

0 to 3 years3 to 6 years6 to 9 years9 to 12 years12 or more years

1

1

2

2

Non-independent directors

Independent directors

While there is no maximum term, the Board annually reviews director length of service and any potential impact on director independence. When the

Board recommends the re-election of a director whom has served longer than 12 years, they will explain to shareholders their rationale for supporting

re-election. All current directors have served terms shorter than 12 years.

Director profiles

Director profiles are listed on Seeka’s website (see Seeka.co.nz/investors), and are included on page 84 of this annual report. Full disclosure of

director interests according to section 140 (2) of the Companies Act 1993 are listed on page 86 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. Notably Ratahi Cross of Ngai Tukairangi is a lecturer

in Māori history, Amiel Diaz is a Filipino businessman based in Asia, and 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 2020.

FY20FY19

FemaleMaleFemaleMale

Directors1616

Senior managers2525

Total311311

Diversity policy

Seeka is committed to providing an inclusive environment that supports a diversity of thinking and skills. 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 2020, Seeka performed in adherence to the principles of our Diversity Policy.

Professional development

Directors are supported to undertake professional development through individual training and by attending relevant courses.

ANNUAL REPORT 2020 | SEEKA LIMITED78
Evaluation of board, committee and director performance

The Board Charter specifies that the chairman undertakes an annual review of Board, committee and director performance. The chairman's 2020

review found that the Board, committees and directors have fulfilled all their duties and responsibilities for sound corporate governance as specified

by 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 three 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 sustainability, 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 non-executive 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 audit and risk

committee charter specifies a majority of independent directors.

The current standing committees are:

Audit and risk

CompositionRoleMembersCharter

Independent chair with a minimum of

two other directors. The committee must

have a majority of independent directors,

with at least one having an accounting or

financial background. The chair may not

be the Board chair.

Examines financial reporting, compliance,

external and internal auditing, risk

management and risk insurance.

Ashley Waugh, chair

John Burke

Fred Hutchings

Audit and risk committee

charter

Sustainability

CompositionRoleMembersCharter

A minimum of two directors appointed

by the Board. No management members,

but the chief executive or delegate to be

invited to meetings.

Ensure Seeka uses an appropriate

reporting framework, provide strategic

guidance on targets, measures and

performance, and examines the strategic

implications of climate change.

Cecilia Tarrant, chair

John Burke

Fred Hutchings

Sustainability committee charter

Remuneration

CompositionRoleMembersCharter

Independent chair with a minimum

of two other directors. When not an

appointed member, the Board chair will

be an ex-officio member.

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

Remuneration committee

charter

In addition, the chair periodically establishes an ad-hoc nominations committee.

Nominations

CompositionRoleMembersCharter

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.

Nominations committee charter

79SEEKA LIMITED | ANNUAL REPORT 2020
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.

Initial response committee

CompositionRoleMembers

Independent directors.Manage the initial response to an unexpected takeover notice.Fred Hutchings

Cecilia Tarrant

Ashley Waugh

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 2020.

BoardAudit and riskSustainabilityRemuneration

MeetingsAttendedMeetingsAttendedMeetingsAttendedMeetingsAttended

Fred Hutchings121212123333

Martyn Brick1212------

John Burke1212121133--

Ratahi Cross1212----33

Amiel Diaz1212------

Cecilia Tarrant1212--3333

Ashley Waugh12121212----

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.

Seeka's Continuous Disclosure Policy covers the classification, timing and release of material information to investors and other stakeholders. The

chair of the Board, chair of the audit and risk committee, chief executive and chief financial officer (the disclosure committee) are responsible for

identifying material information between Board meetings, with continuous disclosure covered at every Board meeting.

As stewards of more than 300 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 certification to the international GLOBALG.A.P standard for good

agricultural practice that focuses production and supply management on the consumer’s demand for safe food. See www.globalgap.org.

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. See www.globalgap.org/uk_en/for-producers/globalg.a.p.-add-on/grasp/.

In New Zealand, Seeka has partnered with all supplying growers to form independent, grower-controlled entities that manage grower fruit returns;

kiwifruit growers appoint Seeka Growers Limited as their agent for the supply of kiwifruit to Seeka, with avocado growers appointing AvoFresh

Limited. See www.seeka.co.nz/seeka-grower-council and www.seeka.co.nz/avofresh.

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.

ANNUAL REPORT 2020 | SEEKA LIMITED80
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 considers environmental, social and governance concerns, and discloses to the markets any environmental factors that may

materially affect operations.

In August 2020, Seeka formed a sustainability committee to provide strategic guidance on Seeka's sustainability framework, targets, measures and

performance. Seeka is working to measure then incrementally improve our environmental performance and the associated governance processes. We

know our orcharding and supply chain operations influence our environment, and we are actively addressing the risks and opportunities of climate

change. The sustainability committee provides guidance to the Seeka Agile Sustainability Team (SAST), which was formed In 2019 to develop Seeka’s

environmental and social policy and processes, and to deliver incremental improvements to the business. Drawing together staff who are passionate

about sustainability from all areas of our operations, and working with external advisors, Seeka's sustainability team is working to integrate

sustainability into the hearts and souls of our employees and deliver projects that reduce Seeka’s environmental footprint. Seeka's second annual

Sustainability report is included in this document.

Principle 5. Remuneration

“The remuneration of directors and executives should be transparent, fair and reasonable.”

Director remuneration

In accordance with the Board Charter, the chair uses independent 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, with the Board withdrawing a resolution to increase the pool in 2020, in response to the

Covid-19 pandemic.

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 provided to directors during the year.

PositionBase

director feeChair fee

Audit and risk

committee chair

fee

Director fees

paid during the

year

Fred HutchingsChair

$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 committee membership, with the Board chair and chair of the audit and risk committee receiving a chair's fee.

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 2020.

Base salaryBenefits

1

Annual performance

incentive

2

Total remuneration

Michael Franks

$668,914$50,609$114,064$833,587

1. Benefits are delivered through vehicle, Kiwisaver contributions, medical and life insurance.

2. Performance incentive earned from FY19 and paid in 2020.

81SEEKA LIMITED | ANNUAL REPORT 2020
Performance incentive

The chief executive officer’s performance incentive has a maximum value of 72% of fixed remuneration for achieving annual targets set by the Board,

including financial performance, strategic goals, health and safety, and risk management. For the 2019 financial year, chief executive officer Michael

Franks earned an $114,064 performance incentive. This payment was made in 2020.

For the 2020 financial year, the chief executive officer earned a $388,988 performance incentive. This payment will be made in 2021 .

Employee share scheme

At balance date, the chief executive had 8,000 shares allocated April 2019 at $4.76 per share under the 2019 employee share scheme. These shares

vest 2022.

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 considers risk management an important governance function to protect stakeholders, build long-term wealth in our communities and

optimise shareholder value. The Board retains ultimate responsibility for risk management, with the audit and risk committee providing a specific

focus on material risks as defined in the Audit and Risk Committee Charter.

While no risk management system can completely remove business and financial risks, our goal is to ensure material risks are appropriately identified

and managed within acceptable levels. We accomplish this through a strategic focus, active management, contingency planning and a sensible

balance between costs and anticipated benefits. Wherever appropriate, the processes are consistent with AS/NZS 31000:2009 Risk Management

Principles and Guidelines.

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 (when practicable with regard to Covid-19 travel restrictions)

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.

The Brown Marmorated Stink Bug (BMSB; Halyomorpha halys) remains 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.

Communicable diseases are a risk to labour availability, food safety and market access. Seeka works with industry bodies, the Government,

community agencies and international groups to secure reliable labour. Risk to food safety and market access is managed through Seeka's full

orchard-to-market track and trace service, which includes a register of all orchard visits and finger-scanner access to post harvest facilities. Tracing

from point of origin to point of sale allows Seeka to manage risk from contagion and ensures our markets can have confidence in the safety of our

supply chain and our products. Seeka's response to the communicable disease Covid-19 is detailed in the following health and safety section.

Health and safety

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.

In 2020 Seeka confronted a new challenge to our health and safety systems, as Covid-19 threatened community health and disrupted business

systems.

Prior to Covid-19’s detection in New Zealand, Seeka formed a Covid-19 response committee to protect our people and prepare our business. We

worked with health professionals to secure personal protective equipment and implement social distancing protocols to mitigate risk. We secured

more-spacious accommodation for RSE workers and organised quarantine housing, which was later used to isolate suspected contacts of a confirmed

community case.

During harvest, Seeka initiated new protective measures to keep our people safe as we worked to deliver an essential service. This included

designating operational “bubbles”, onsite personnel temperature logging, provision of personal protective equipment, two-metre screening, enlarged

break areas, 24-hour cleaning and remote management. We were part of a community effort that kept our whānau safe as collectively we worked

to clear our growers' crops and supply the world with safe, healthy food. Over the Level-4 lockdown period, Seeka paid $12.2m in direct salary and

wages, along with a further $3.0m to picking contractors, and had no recorded cases of Covid-19 in our workforce.

Over the full year, the Group employed more than 3,000 people working in multiple complex environments. Group salary and wages equate to 1,680

full time equivalents.

ANNUAL REPORT 2020 | SEEKA LIMITED82
The following table reports key health and safety measures and targets in 2020.

2020 Annual threshold2020 Actuals

Total recordable injury frequency rate

1

Less than 4.5

4.5

Notifiable injuries

03

Notifiable injuries including incidents

13

Severity rate

2

Less than 4.5

11.4

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, robust, 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.

For financial year 2020, Pip Cameron of PricewaterhouseCoopers (PwC) was the external auditor for Seeka Limited. Pip Cameron will complete her

five-year term as Seeka’s Auditor at the end of the 2020 financial year and Troy Florence of PwC will be the Auditor for FY21. The last audit partner

rotation was in FY16.

PwC has confirmed its independence to the audit and risk committee, and that its independence was not compromised during the reporting period.

PwC auditors attend the annual shareholder meeting to answer any shareholder questions about the audit.

During the year, PwC was paid $340,000 for audit fees and expenses, and $111,000 for tax compliance, pooling and consultancy work.

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 financial 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.

Directors also pay attention to matters raised by PwC, the external auditor.

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

• 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

83SEEKA LIMITED | ANNUAL REPORT 2020
Shareholders are actively encouraged to attend the annual shareholder meeting and mid-year stakeholder update, either in person or when

practicable via the virtual online portal, 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 report, and are encouraged to receive electronic communication by contacting our registrar

Link Market Services, see Linkmarketservices.co.nz. Notices of shareholder meetings are posted on the NZX website and Seeka's website. Where

circumstances allow, Seeka sends notices of shareholder meetings 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.

When raising new capital, when practical the Board will offer a scheme that allows existing shareholders to further invest in the Company so they can

maintain their relative proportion of Seeka's issued shares.

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 paymentApril

Annual shareholder meetingApril

Dividend paymentOctober

Stakeholder updateOctober

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.

PrincipleConcerningKey difference

Period of non

compliance

2. Board

Composition

and

Performance

2.8A majority of the board

should be independent

directors.

The Board Charter specifies a minimum of two independent directors.

As Seeka's foundation business is kiwifruit, the Board considers it appropriate

to have a mix of directors with extensive experience in kiwifruit production and

handling, who in the normal course of business would supply Seeka with produce

from their ongoing orcharding interests. The Board must also appropriately

represent large shareholders.

The specified minimum of two independent directors provides the flexibility

to meet these two criteria, while also ensuring Board decisions reflect the best

interests of Seeka and its security holders.

Currently, four directors are deemed non-independent; two for their extensive

interests in orchards that supply Seeka (industry expertise), one an appointee of

a large shareholder (market expertise), and one that has extensive interests in

orchards that supply Seeka as well as being an appointee of a large shareholder

(industry expertise).

Three of the seven directors (a minority) are independent.

At all relevant

times

3. Board

Committees

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 does comply with the code by having

an independent chair, an independent director and a non-independent director.

At all relevant

times

3.4Standing nominations

committee with a

majority of independent

directors.

Nominations Committee Charter allows for the formation of an ad-hoc

committee as required. To manage workload across the Board, the charter only

specifies an independent chair.

At all relevant

times

4. Reporting

and Disclosure

4.3Non-financial

disclosures, including

environmental, economic

and social sustainability

risks.

Seeka currently provides extensive reports on non-financial information

to shareholders and other stakeholders. Seeka's sustainability team under

the guidance of the Board sustainability committee is developing a formal

environmental, social and governance (ESG) reporting framework, with the

second ESG report published in this document.

At all relevant

times

8. Shareholder

Rights and

Relations

8.5Notices of shareholder

meetings given at least

20 working days prior to

meeting

Following implementation of Alert Level 4, on 31 March 2020 Seeka withdrew its

notice for a physical annual shareholders meeting and issued a new notice for an

online meeting to be held 17 April 2020. The new notice was issued less than 20

working days prior to the meeting. Seeka intends to provide shareholders with at

least 20 working days' notice of shareholder meetings where practicable.

31 March 2020

ANNUAL REPORT 2020 | SEEKA LIMITED84
DIRECTOR PROFILES

The following directors held office on 31 December 2020.

Fred Hutchings BBS, FCA

Independent, non-executive Chairman

Member Audit and Risk Committee and Sustainability 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.

Fred holds an interest in a kiwifruit orchard supplying Seeka.

Martyn (Marty) Brick BAgCom

Non-executive Director

Appointed 23 April 2013

Marty has experience in agribusiness having worked in 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 and avocado orchards supplying Seeka.

John Burke BAgSc

Non-executive Director

Member Audit and Risk Committee and Sustainability 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 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 Māori kiwifruit grower in New Zealand. The trust operates orchards on the Matapihi Peninsula at Mount Maunganui, and

in the Hawke’s Bay, which supply Seeka.

Ratahi has a background in natural science specialising in native flora and fauna. He also lectures in Māori history for several tribes he belongs to.

85SEEKA LIMITED | ANNUAL REPORT 2020
Amiel (Mel) Diaz BA, BSc, CPA, CISA

Non-executive Director

Appointed 19 October 2009

Mel is the head of the Philippines subsidiaries of Farmind Corporation. He has knowledge of the Asian fresh produce business, with an emphasis on

Japan and the Philippines, and is currently establishing a 250 hectare highland banana plantation in the Philippines for Farmind Corporation.

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

Chair Sustainability Committee and member Remuneration Committee

Appointed 27 April 2017

Cecilia has more than 25-years experience in law and finance, having worked as a lawyer in Auckland and San Francisco before becoming an

investment banker in New York and London. She is now a professional director. Cecilia is the chair of New Zealand Green Investment Finance Limited,

a director of Payments NZ, a trustee of the University of Auckland Foundation and a member of the University of Auckland Council. She is also

involved in start-up investing and is the chair of the ArcAngels network.

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 2020.

ANNUAL REPORT 2020 | SEEKA LIMITED86
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 2019 are italicised.

Fred Hutchings Amwell Holdings Limited Director / Shareholder

Walker Nominees Limited Director

Speirs Group Limited and subsidiaries Director

AvoFresh Limited Director

Seeka Share Trustee 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 Ratahi Cross Ngai Tukairangi No2 Trust Trustee / Chairman

Te Awanui Huka Pak Limited Director

Seeka Share Trustee Limited Director

Wai O Kaha Gold Landowners General Partner Limited Chair

Wai O Kaha Gold JV General Partner Limited Chair

Amiel Diaz Farmind Philippines Inc. Director / Officer

Farmind Corporation of Japan Officer

Cecilia Tarrant Payments NZ Limited Director

University of Auckland Foundation Trustee

ArcAngels Angel Investment Network Chair

University of Auckland Council Member

New Zealand Green Investment Finance Limited Chair

Seeka Share Trustee Limited Director

Ashley Waugh Primrose Hill Farm (Puke-Roha Limited) - Te Awamutu Director / Shareholder

The Colonial Motor Group Limited Director / Shareholder

87SEEKA LIMITED | ANNUAL REPORT 2020
DIRECTORS’ INTERESTS IN SEEKA LIMITED SECURITIES

The following table details director interests in shares at 31 December 2020.

InterestShares

Martyn BrickBeneficial

1

1,423,361

John BurkeBeneficial

2

94,806

Non beneficial

3

83,000

Peter Ratahi CrossBeneficial

4

2,300,040

Fred Hutchings Beneficial

5

48,385

Cecilia TarrantBeneficial

6,500

Ashley WaughBeneficial

13,166

1. Held by Omega Kiwifruit Limited (1,098,323), Strathboss Kiwifruit Limited (118,853), Martyn Brick, Christopher Mcfadden and John Burke as trustees of the Rockeby

Trust (83,000), Seeka Share Trustee Limited for and on behalf of Martyn Brick (8,659), Omega Kiwifruit Limited (47,572) and Strathboss Kiwifruit Limited (66,954).

2. Held by J&D Burke Holdings Limited (94,806) and Seeka Share Trustee Limited for and on behalf of J&D Burke Holdings Limited (4,365),

3. Held by Martyn Brick, Christopher Mcfadden and John Burke as trustees of the Rockeby Trust.

4. Held by the trustees of the Ngai Tukairangi No. 2 Trust (459,551), Te Awanui Huka Pak Limited (1,714,410), and Seeka Share Trustee Limited for and on behalf of the

trustees of the Ngai Tukairangi No.2 Trust (126,079). P R Cross is a trustee of the Ngai Tukairangi No. 2 Trust and a beneficiary, and interests associated with P R Cross

are beneficiaries, of the Ngai Tukairangi No. 2 Trust. Te Awanui Huka Pak Limited holds Ordinary Shares in Seeka Limited. P R Cross is a director of Te Awanui Huka Pak

Limited. The trustees of the Ngai Tukairangi No. 2 Trust are shareholders in Te Awanui Huka Pak Limited.

5. Held by Walker Nominees Limited (43,421), Seeka Share Trustee Limited for and on behalf of Amwell Holdings Limited (2,463) and by Sharesies Nominee Limited on

behalf of F A Hutchings (2,501).

The following table details director dealings in Seeka shares during the year.

TransactionDateNumberTotal consideration

John Burke

1

Purchase

2

30 September 2020

2,084$8,223

Fred HutchingsPurchase

4

20 August 2020

2,501$10,250

Purchase

2, 3

30 September 2020

1,000$3,946

Cecilia TarrantPurchase

2

30 September 2020

150$592

Ashley WaughPurchase25 May 2020

6,000$25,800

1. Acquired by J&D Burke Holdings Limited.

2. Acquired under the Seeka dividend reinvestment plan.

3. Acquired by Walker Nominees Limited.

4. Acquired by Sharesies Nominees Limited on behalf of F A Hutchings.

ANNUAL REPORT 2020 | SEEKA LIMITED88
SUBSIDIARY COMPANIES

The following table details directors of Seeka Limited subsidiary companies as at 31 December 2020. No person ceased to hold office, or was

appointed, as a director of any subsidiary in the financial year to 31 December 2020.

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 Zealand incorporated companies

Trading subsidiaries

Aongatete Coolstores Limited Michael Franks, Stuart McKinstry

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 Share Trustee Limited Fred Hutchings, Cecilia Tarrant, Peter Ratahi Cross

Seeka Te Puke Limited Michael Franks, Stuart McKinstry

Not-trading subsidiaries

CMS Logistics Limited Robert Towgood

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

Verified Lab Services 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 (not trading) 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 2019.

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.

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 @ $1.06

Anthony Motion

$ 20,000$ 21,200

89SEEKA LIMITED | ANNUAL REPORT 2020
EMPLOYEE REMUNERATION

In 2020, the Group employed 424 permanent and more than 3,000 seasonal employees.

The Group had 148 employees (December 2019 - 112), including 8 employees (December 2019 – 7) 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.

Remuneration20202019

$100,000 - $109,999 35 36

$110,000 - $119,999 38 19

$120,000 - $129,999 21 15

$130,000 - $139,999 10 9

$140,000 - $149,999 12 7

$150,000 - $159,999 7 5

$160,000 - $169,999 3 3

$170,000 - $179,99984

$180,000 - $189,999 2 2

$190,000 - $199,999 4 2

$200,000 - $209,999 1 1

$210,000 - $219,999 1 1

$220,000 - $229,999 1 -

$230,000 - $239,999 - 1

$240,000 - $249,999 1 -

$250,000 - $259,999 1 -

$260,000 - $269,000-1

$270,000 - $279,000-1

$280,000 - $289,000-1

$290,000 - $299,9991-

$300,000 - $309,9991-

$310,000 - $319,999-1

$320,000 - $329,9991-

$340,000 - $349,99911

$350,000 - $359,999-1

$390,000 - $399,9991-

$400,000 - $409,9992-

$830,000 - $839,9991-

$900,000 - $909,999-1

Total

153112

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 2019 to 2020

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 ownership scheme.

In March 2019, offers under Seeka's employee share ownership scheme were made and 568,000 shares were allocated to permanent employees at

$4.76 per share on 10 April 2019. The shares vest in 2022.

ANNUAL REPORT 2020 | SEEKA LIMITED90
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 year ended 31 December 2020.

Donations

In the year ended 31 December 2020, the Group donated $129,167 to support local youth development, community and sports groups.

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. Unless stated otherwise, the number of shares

disclosed is the number of shares held as at 31 December 2020. The total number of ordinary listed shares of Seeka Limited at that date was

32,204,039.

Date of NoticeShares disclosed

Tomlinson Group Investments Limited21 December 2020

2,899,930

Sumifru Singapore Pte Limited15 September 2015

2,093,558

Te Awanui Huka Pak Limited11 September 20151,267,410

1

Jarden Securities Limited - notice of ceasing to have a substantial holding24 November 2020

695,683

Farmind Corporation of Japan - notice of ceasing to have a substantial holding18 December 2020

-

1. According to Seeka's records, Te Awanui Huka Pak Limited holds 1,714,410 shares as at 31 December 2020.

91SEEKA LIMITED | ANNUAL REPORT 2020
SECURITIES STATISTICS

Top 50 shareholders

Number of

ordinary shares

Percent

Tomlinson Group Investments

2,899,930 8.98

Seeka Share Trustee Limited

1

2,539,055 7.86

Sumifru Singapore Pte Limited

2,093,558 6.48

Te Awanui Huka Pak Limited

1,714,410 5.31

Masfen Securities Limited

1,138,100 3.52

Omega Kiwifruit Limited

1,098,323 3.40

FNZ Custodians Limited

1,024,043 3.17

New Zealand Central Securities

932,567 2.89

Custodial Services Limited

685,259 2.12

Christopher William Flood & Mark Schlagel

477,130 1.48

Riri Ellis & Helen Te Kani & Joshua Gear & Carlo Ellis

459,551 1.42

Gregory Alan Cole

372,208 1.15

Estate Jack Law & Patricia Colleen Law

310,240 0.96

Anne Louise Bayliss & Christopher James Mcfadden

293,280 0.91

Forsyth Barr Custodians

271,382 0.84

Lloyd James Christie

250,000 0.77

Wairahi Investments Limited

250,000 0.77

Robin Moss

235,295 0.73

Burts Orchards (1997) Limited

220,922 0.68

Grant Keith Oakley & Deborah Jane Oakley & BRG Trustees 2013 Limited

215,871 0.67

Stewart Moss

178,251 0.55

New Zealand Depository Nominee

164,138 0.51

Michael Gilbert Franks

148,337 0.46

Matthew Ian Tremain

142,033 0.44

Iconic Investments Limited

140,000 0.43

Malcolm John Cartwright & Helen Catherine Cartwright & Graeme Ingham Trustee Co Limited

130,028 0.40

Custodial Services Limited

129,122 0.40

Jean Paul Henri Mathias Thull

124,741 0.39

Seeka Employee Share Plan

121,008 0.37

Strathboss Kiwifruit Limited

118,853 0.37

Brian John Cotton Stapleton & Lois Eileen Cotton Stapleton

114,766 0.36

Christopher Robert Malcolm & Helen Ann Malcolm

110,853 0.34

Bowyer Orchards Limited

106,138 0.33

Murray Charles Salt & Heather Florrence Salt

103,770 0.32

Bryan Francis Grafas

103,271 0.32

Robyn Adair Slater

100,589 0.31

Joseph Wallace Carson

100,000 0.31

J and D Burke Holdings Limited

92,584 0.29

Korau Guy Tekani & Victoria Keltie Beadle Werohia & Marama Jacquiline Royal

91,986 0.28

Custodial Services Limited

88,151 0.27

JML Capital Limited

85,400 0.26

Martyn Timothy Brick & Christopher James Mcfadden & John Garland Burke

83,000 0.26

FNZ Custodians Limited

82,890 0.26

Terence Morrow Hawthorne & Gloria Nancy Hawthorne & Wood Walton Trustees (2007) Limited

77,076 0.24

David Murray Reid & Beverley Ann Reid & John Alexander Stewart

75,943 0.24

Jean Sandiford

74,242 0.23

Andrew James Northcote Hill & Janice Margaret Hill & Hill Trustees 2017 Limited

73,890 0.23

Heather Olive Wright

71,362 0.22

David Grindell

66,536 0.21

John Peter Jensen & Patricia Joan Jensen

62,867 0.19

Total

20,642,949 63.92

1. Shares held as a bare trustee in multiple parcels for members of the grower loyalty share scheme (2,008,055) and employee share ownership scheme (531,000).

Shareholder analysis

Investors

Percentage

of investors

Shares

Percentage of

shares

By shareholding size

Up to 1,000 shares

56425.28281,0730.87

1,001 to 5,000 shares

1,01445.452,680,8598.30

5,001 to 10,000 shares

31113.942,293,6597.10

10,001 to 50,000 shares

27512.335,454,22016.89

50,001 to 100,000

311.392,067,5246.40

100,001 to 500,000

271.215,391,77716.70

More than 500,000

90.4014,125,24543.74

Total

2,231100.0032,294,357100.00

By residency

New Zealand shareholders

2,18497.89 29,824,582 92.35

Overseas shareholders

472.11 2,469,775 7.65

Total

2,231100.00 32,294,357 100.00

As at 28 January 2021

ANNUAL REPORT 2020 | SEEKA LIMITED92
DIRECTORY

Board of directors

Fred Hutchings - Chair

Martyn Brick

John Burke

Peter Ratahi Cross

Amiel Diaz

Cecilia Tarrant

Ashley Waugh

Audit and risk committee

Ashley Waugh – Chair

John Burke

Fred Hutchings

Sustainability committee

Cecilia Tarrant – Chair

John Burke

Fred Hutchings

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 BryantVerena CunninghamKevin Halliday

GM Corporate ServicesGM SeekaFresh and StrategyGM Operations

Stuart McKinstryJim SmithRob Towgood

Chief Financial OfficerGM Growers and MarketingGM Commercial

93SEEKA LIMITED | ANNUAL REPORT 2020
Registered office

Seeka Limited

34 Young Road, RD9, Paengaroa 3189

PO Box 47, Te Puke 3153

Seeka.co.nz

Auditor

PricewaterhouseCoopers

Auckland

www.pwc.co.nz

Bankers

Westpac Banking Corporation

Auckland

www.westpac.co.nz

Coöperatieve Rabobank U.A. (Rabobank)

Wellington

www.rabobank.co.nz

Share register

Link Market Services Limited

Auckland

www.linkmarketservices.co.nz

NZX

www.nzx.com

Legal advisors

Harmos Horton Lusk Limited

Auckland

www.hhl.co.nz

MacKenzie Elvin

Tauranga

mackenzie-elvin.com

ANNUAL REPORT 2020 | SEEKA LIMITED94
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
Annual results presentation

Year ended 31 December 2020 -Audited

Agenda
2

5

Contact

4

Operating segments performance

3

Capital management

2

Financials

1

2020 highlights

Please note: These slides are section dividers only. Please use the blue graphic slides for the first and last slides of the presentation
2020 Highlights

Focus on achieving excellence
Delivered excellent performance for stakeholders despite Covid-19 disruption

Commitment and leadership got the job done

Generated record profits

$251.5m Revenue | $42.9m EBITDA | $15.2m NPAT | $0.52 EPS | $0.22 dividend per share

Revitalised New Zealand retail services

Revenue up 77% to $21.8m

Growing the Australian business

Developing 63 hectares of new kiwifruit orchards | Nashi profitable and trialling new varieties | First sales of Ricópears

Realised gains from sale and leaseback of three Australian kiwifruit orchards

Banked NZD$28.2m | RealisedNZD$6.2m gain

Repaid $38.9m of net bank debt in 2020

Net debt down 33% | Progressed strategy to sell orchard assets following Australian and Northland acquisitions | Debt on plan

Transitioning to a more sustainable business

Climate change assessment | Measuring carbonfootprint and setting targets

1

2

3

4

5

4

6

7

Please note: These slides are section dividers only. Please use the blue graphic slides for the first and last slides of the presentation
Financials

These financials should be read in conjunction with Seeka’s Annual Report 2020 and the attached appendix.
Group financial performance

$251.5m revenue

Up 6% on 2019

$42.9m EBITDA

Up 24% on 2019

$16.3m Net profit before tax

Up 65% on 2019

−Guidance range $15m ~ $17m

$15.2m Net profit after tax

Up 120% on 2019

All results and comparatives consistent with NZ IFRS 16 Leases

6

NZD millions

2020

2019

Growth

Revenue

251.5 236.9 6%

Cost of sales

198.8 189.4 5%

Gross profit

52.7 47.5 11%

EBITDA

42.934.524%

EBIT

24.317.639%

Net profit before tax

16.39.965%

Net profit after tax

15.26.9120%

$10.4m
$5.8m

$6.7m

$6.9m

$15.2m

20162017201820192020

NPAT

$24.8m

$23.1m

$33.3m

$34.5m

$42.9m

20162017201820192020

EBITDA

Trends in financial performance

EBITDA and NPAT

1. FY16 and FY17 EBITDA and NPAT comparatives are prior to the implementation of NZ IFRS16 Leases, FY18 to FY20 comply with NZ IFRS16 Leases.

15% CAGR

using pre NZ IFRS16

EBITDA for FY16

7

10% CAGR

using pre NZ IFRS16

NPAT for FY16

NZ IFRS16NZ IFRS16

Trends in operating segment performance
EBITDA –reported under NZ IFRS16 FY18 to FY20

1. FY16 and FY17 EBITDA comparatives are prior to the implementation of NZ IFRS16 Leases, FY18 to FY20 comply with NZ IFRS16 Leases.8

$5.6m

$6.4m

$4.2m

$5.0m

$5.4m

20162017201820192020

Orcharding

$63m assets

$26.8m

$22.0m

$37.2m

$41.0m

$41.9m

20162017201820192020

Post harvest

$233m assets

$1.9m

$2.9m

$2.3m

$1.7m

$3.0m

20162017201820192020

Retail services

$12m assets

$1.0m

$2.3m

($0.1)m

($0.6)m

$7.4m

20162017201820192020

Australia

$47m assets

NZ IFRS16NZ IFRS16

NZ IFRS16NZ IFRS16

Please note: These slides are section dividers only. Please use the blue graphic slides for the first and last slides of the presentation
Capital management

All results and comparatives comply with NZ IFRS 16 Leases. Values may not always sum due to rounding.
Balance sheet

$8.5m decrease in capital employed in 2020

$23.3m decrease in assets held for sale

−Northland and Australian kiwifruit orchard sales

$24.6m increase in PP&E

−Northland post harvest capacity build

Capital employed 31 December

10

NZD millions

20202019Growth

Current assets -excludes cash

Trade and other receivables

24.5 28.3 ( 13%)

Biological assets -crop

19.9 18.6

Assets held for sale

3.8 27.1

Inventories and water rights

6.3 6.3

54.5 80.3 ( 32%)

Current liabilities –excludes bank debt and leases

Trade and other payables

(31.0)(22.9)35%

Tax

(7.0)(1.7)

(37.9)(24.6)54%

Net working capital

16.6 55.7( 70%)

Non current assets

Property, plant and equipment (PP&E)

245.0 220.4

Right of use lease assets

50.8 44.7

Intangibles and other

19.9 20.0

315.7 285.1 11%

Capital employed

332.3 340.8 ( 2%)

All results and comparatives comply with NZ IFRS 16 Leases. Values may not always sum due to rounding.
1. Adjusted for $3.8m of assets held for sale (FY19: $27.1m) and nil related debtors (FY19 $5.0m).

Balance sheet

$77.9 net bank debt at December 2020

−$38.9m decrease on December 2019 (33% reduction)

−Planned disposal of Northland and Australian kiwifruit

orchards

Debt levels tracking to plan

$3.8m of orchard assets held for sale

Crown settles kiwifruit class action

−Related to the Psa outbreak

−Amount Seeka will receive is unknown

−$40m total settlement, includes legal and funding costs

−Seeka the largest of more than 200 claimants

Net bank debt 31 December

11

NZD millions

20202019Growth

Non current liabilities -excludes debt

Lease liabilities –current and term

(64.4)(50.5)28%

Deferred tax

(13.1)(17.8)

Derivatives

(0.7)(0.8)

(78.2)(69.0)13%

Cash

(5.2)(2.8)

Borrowings

83.0 119.6 ( 31%)

Net bank debt

77.9 116.8 ( 33%)

Total equity

176.3155.014%

Total borrowings

77.9116.8

Net bank debt excluding assets held for sale

1

74.084.7

EBITDA multiple

1.72x 2.45x

1. As required by NZ IAS 33, 2,748,877 shares held by Seeka Trustee Limited for the Grower Loyalty and Employee Share Schemes are excluded fromEPS calculations. If included, the EPS would be $0.47 (2019: $0.22).
Earnings per share and dividends

52 cents earnings per share

1

22 cents per share dividend paid or declared

in the financial year

$5.20 net tangible assets per share –up 14%

12 cents per share dividend declared

−To be paid 30 March 2021 –record date 5 March 2021

−Dividend reinvestment plan with 2% discount

−Fully imputed

12

Earnings and net tangible assets per share

2020

2019

Net profit ($m)

$ 15.2 m $ 6.9 m

Weighted shares on issue

1

(m)

29.4 m 29.4 m

Earnings per share

1

($)

$ 0.52 $ 0.23

Net tangible assets ($m)

$167 m $146 m

Shares at year end (m)

32.2 m 32.1 m

Net tangible assets per share ($)

$ 5.20 $ 4.55

Please note: These slides are section dividers only. Please use the blue graphic slides for the first and last slides of the presentation
Operating segment performance

Orchard operations
Record orchard revenue of $75.7m –up 5% on 2019

Revenue growth from lift in kiwifruit returns

Investing in new long-term leases

Developing orchards on long-term leased land

−Securing supply through long-term arrangements with

landowners

−$1m invested in 40 hectare Hayward Wai-o-kaha

Orchard with East Cape Raukokore hapū and PGF

−7-hectare SunGold orchard with Tauranga Ngāti

Pūkenga commencing 2021

Growing kiwifruit, avocado and kiwiberry for New Zealand orchard owners

14

Financial performance -Orchard operations

NZD millions20202019Growth

Revenue75.7 72.4 5%

EBITDA5.4 5.0 9%

EBIT3.5 3.7 ( 5%)

Segment assets63.4 54.2 17%

EBITDA pre NZ IFRS 163.2 3.6 ( 13%)

Assets preNZ IFRS 1650.9 41.3 23%

Crop grown-class 1 trays (millions)

Total kiwifruit trays grown -all varieties13.0 11.4 14%

Hayward trays (millions)7.7 7.1 8%

Hayward yields -average per hectare10,200 9,800 4%

SunGold trays (millions)5.0 3.9 28%

SunGold yields -average per hectare14,000 13,300 5%

Other trays0.3 0.4

Post harvest operations
Post harvest revenue of $140.1m

Kiwifruit volumes down 2.4m trays due to drought

−Impact $5m

Costs increase

−Covid-19 protocols

−Higher labour costs, labour shortage

−Combined financial impact estimated at $5.3m

Post harvest capacity forecast sufficient to handle

2021 and 2022 volumes

Packing, coolstoring and shipping kiwifruit, avocado and kiwiberry for New Zealand orchard owners

15

Financial performance -Post harvest operations

NZD millions20202019Growth

Revenue

140.1 140.1 -

EBITDA

41.9 41.0 2%

EBIT

29.8 29.4 1%

Segment assets232.7 222.9 4%

EBITDA pre NZ IFRS 1635.9 35.1 2%

Assets pre NZ IFRS 16210.9 197.1 7%

Crop–class 1 trays packed (millions)

Hayward

15.717.4( 10%)

SunGold class 1

16.114.412%

Other fruit -includes class 2

1.61.6

Total packed –class 1 and 2

33.433.5

Retail services operations
Retail services revenue of $21.8m –up 77% on 2019

EBITDA of $3.0m –up 80% on 2019

Business revitalised

Vibrant leadership and great customer relations

Business continues to grow

Marketing fruit from post harvest operations, retail and ripening imported fruit, and Kiwi Crush production

16

Financial performance -Retail services operations

NZD millions20202019Growth

Revenue21.8 12.3 77%

EBITDA3.0 1.7 80%

EBIT2.2 1.1 94%

Segment assets12.4 11.2 10%

EBITDA pre NZ IFRS 162.2 1.3 77%

Assets preNZ IFRS 168.0 7.3 9%

Australian operations
Revenue of $13.1m –up 13% on 2019

Hot, dry growing conditions impact yields

−Kiwifruit business remains profitable

−Improved returns from nashi and European pears

−Sold first crop of Ricó pears

$7.4m EBITDA

−$1.2m operational –up from $0.6m loss in 2019

−$6.2m from gain on sale and leaseback of 3 kiwifruit

orchards

Developing new orchards

−63 hectares of kiwifruit

−17 hectares of Ricó pears (6 hectares already producing)

−Trialling new nashi varieties

Growing, packing and retailing kiwifruit and other Australian produce on owned and leased orchards

17

Financial performance -Australia operations

NZD millions20202019Growth

Revenue

13.1 11.6 13%

EBITDA

7.4 (0.6)

EBIT

6.3 (2.1)

Segment assets47.2 52.2 ( 9%)

EBITDA pre NZ IFRS 1614.0 (0.7)

Assets pre NZ IFRS 1639.3 52.1 ( 25%)

Crop–grown, packed and sold

Kiwifruit (tonnes)

2,153 1,797 20%

Nashi (tonnes)

747 928 ( 20%)

Pears (tonnes)

1,340 1,358 ( 1%)

Other fruit (tonnes)

118 89 33%

Total tonnes grown, packed and sold

4,358 4,172 4%

Contact
Michael Franks

Chief executive

+64 21 356 516

18

For more information see www.seeka.co.nzor please call

Stuart McKinstry

Chief financial officer

+64 21 221 5583

Please note: These slides are section dividers only. Please use the blue graphic slides for the first and last slides of the presentation
Appendix

19

EBITDA
20

EBITDA before revaluations and impairments is considered by Seeka's Board

to be a key measure of performance and reflection of cash flow generation.

NZD ( $000s )20202019

Net profit before tax16,2789,863

Interest expense4,1634,930

Lease interest expense3,8772,764

EBIT24,31817,557

Impairment charges and revaluations

Loss on revaluation of land and buildings( 32)60

Impairment of property, plant and equipment30395

Impairment of intangible assets102-

Depreciation expense11,65310,870

Lease depreciation expense6,6715,372

Amortisation of intangible assets204265

EBITDA before impairments and revaluations42,94634,519

seeka.co.nz

---

Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)



Results for announcement to the market

Name of issuer Seeka Limited

Reporting Period 12 months to 31 December 2020

Previous Reporting Period 12 months to 31 December 2019

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$251,457 6.2%

Total Revenue $251,457 6.2%

Net profit/(loss) from

continuing operations

$15,151 120.1%

Total net profit/(loss) $15,151 120.1%

Interim/Final Dividend

Amount per Quoted Equity

Security

$ 0.12 cash dividend

Imputed amount per Quoted

Equity Security

$0.04666667

Record Date 5 March 2021

Dividend Payment Date 30 March 2021

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$5.20 $4.55

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

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.

Authority for this announcement

Name of person


authorised

to make this announcement

Stuart McKinstry

Contact person for this

announcement

Stuart McKinstry

Contact phone number +64 21 221 5583

Contact email address Stuart.Mckinsty@seeka.co.nz

Date of release through MAP


26/02/21


Audited financial statements accompany this announcement.

---

FULL YEAR RESULTS ANNOUNCEMENT FY20 | SEEKA LIMITED1
SEEKA FY20 FULL YEAR RESULT

Audited results for year ended 31 December 2020 (FY20)

Listed New Zealand produce handler Seeka Limited, with operations in New Zealand and Australia, has today reported its

audited results for the year ended 31 December 2020.

$15.2m net profit after tax - up 120% on 2019

$0.12 per share dividend payable 30 March 2021

"Seeka delivered excellent performance for growers, consumers and investors in 2020. The company generated higher

profit, lowered debt and maintained shareholder dividends. Our customers were delighted with the quality of our produce,"

says Seeka chief executive Michael Franks.

"Seeka completed all harvests in New Zealand and Australia; an outstanding achievement by our staff and contractors who

continued to provide an essential service as Covid-19 threatened their health and the welfare of their whānau. Our people

responded with commitment and innovation to deliver business continuity to our stakeholders and outstanding results to

our growers and shareholders. We strive to provide our growers with a service they can trust, and our customers with a

reliable supply of high-quality produce. Our team focussed on getting the job done.

"Revenues from our New Zealand retail service operations increased 77% and the business generated excellent returns for

our avocado and kiwiberry growers with Seeka managing the full value chain from orchard to market.

"Seeka is investing in new kiwifruit orchards in partnership with iwi and the Provincial Growth Fund, including a 40-hectare

Hayward orchard on the East Cape with PGF, and a 7-hectare SunGold orchard in the Bay of Plenty. And we continue to grow

our Australian business where we are developing new kiwifruit orchards, trialling new nashi varieties, and made our first

sales of Ricó pear with production set to ramp up in 2021.

"The company realised $9.0m of gains from the sale and leaseback of three Australian kiwifruit orchards and the sale of New

Zealand Northland orchards, and repaid $38.9m of debt, with net bank debt falling 33% in the year.

"Progress is being made on Seeka's sustainability programme as the company assessed the risk and opportunities of climate

change. Seeka is working to become a more sustainable business as we focus on delivering safe and healthy eating options

to global consumers."

Dividend announcement

A dividend of $0.12 per share has been declared by the Board. The dividend is fully imputed and will be paid 30 March 2021

to all shareholders on the register at 5pm on 5 March 2021. The dividend reinvestment plan will apply with a 2% discount

to the strike price. The total dividends distributed or declared in the 12 months to 31 December 2020 is $0.22 per share (12

months to 31 December 2019 - $0.24).

Outlook

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

growers. Lifting the base business operating profits is one of our strategic platforms. While kiwifruit is Seeka’s foundation

crop, the company also has a growing fruit bowl including avocados, kiwiberry, nashi and European pears across New

Zealand and Australia. We are a growth company and we continue to focus on profitable growth," says Franks.

"Analysis of future crop volumes indicate that Seeka has sufficient post harvest capacity for the 2021 and 2022 seasons,

with additional capacity required for 2023. The company is evaluating options and is considering the development of a new

post harvest complex on the Pukenga Orchard in Young Road, Te Puke. The Board is expected to consider this investment

mid-year with any construction occurring in 2022."

26 February 2020

Company announcement

FULL YEAR RESULTS ANNOUNCEMENT FY20 | SEEKA LIMITED2
Operational performance

The following table outlines Seeka’s performance FY20.

New Zealand dollarsFY20FY19Change

Total revenue ($m)

$ 251.5 $ 236.9 6%

EBITDA


before impairments and revaluations ($m)

$ 42.9 $ 34.5 24%

EBIT ($m)

$ 24.3 $ 17.6 39%

NPAT ($m)

$ 15.2 $ 6.9 120%

Net bank debt ($m)

$ 77.9 $ 116.8 ( 33%)

Basic earnings per share

$ 0.52 $ 0.23 126%

Diluted earnings per share

$ 0.52 $ 0.23 126%

Net tangible assets per share

$ 5.20 $ 4.55 14%

This announcement should be read in conjunction with Seeka Limited's 2020 annual report (audited). A copy of the 2020

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

EBITDA

EBITDA before revaluations and impairments is considered by Seeka's Board to be a key measure of performance and

reflection of cash flow generation.

New Zealand dollars ($000s)FY20FY19

Net profit before tax

16,2789,863

Interest expense

4,1634,930

Lease interest expense

3,8772,764

EBIT

24,31817,557

Impairment charges and revaluations

Loss on revaluation of land and buildings

( 32)60

Impairment of property, plant and equipment

30395

Impairment of intangible assets

102 -

Depreciation expense

11,65310,870

Lease depreciation expense

6,6715,372

Amortisation of intangible assets

204265

EBITDA before impairments and revaluations

42,94634,519

ENDS

For more information, visit www.seeka.co.nz or please call:

Michael FranksStuart McKinstry

Chief executive

+ 64 21 356 516

Chief financial officer

+ 64 21 221 5583

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.