SEEKA ANNOUNCES KIWIFRUIT ACQUISITION

25 March 2021
SEEKA ANNOUNCES KIWIFRUIT ACQUISITION
Seeka Limited (“NZX:SEK” “Seeka” “Company”) advises that it has entered into an
amalgamation agreement which offers the shareholders of the leading regional integrated
kiwifruit business Opotiki Packing and Cool Storage Limited (“OPAC”) new shares in Seeka
Limited.
The OPAC shareholders will receive new shares in Seeka at the ratio of 1.4833 Seeka
shares for every 1 OPAC share held, valuing the net assets of OPAC at $33.94m assuming
all OPAC shareholders accept the offer. Seeka will assume approximately $25.06m of debt
as part of the acquisition, bringing the total transaction value to $59.00m.
The combined Company will have the capability to grow and handle fruit in all of New
Zealand’s major kiwifruit growing regions.
The offer is subject to a number of conditions, including approval of OPAC’s shareholders to
the amalgamation at a shareholders’ meeting to be held on Tuesday 13 April 2021; and
approval by Seeka’s shareholders to the issue of up to 7,042,574 new shares in Seeka at
the ASM to be held on Friday 16 April 2021. Further details are set out in the attached
Amalgamation Proposal and will be advised in the Notice of Meeting to be sent to all
shareholders prior to the ASM.
OPAC’s Chairman, Tony de Farias, in announcing the deal said: “The amalgamation brings
together two companies with a long relationship and similar ownership structures. Many
OPAC shareholders and growers are also shareholders in Seeka. The Board of OPAC
recommends the deal to shareholders believing the enterprise value of $59m to be fair, with
good opportunities for growth and synergies. The combined group will deliver efficiencies,
new technology and grower support”.
Seeka Chairman, Fred Hutchings said: “The purchase of OPAC is consistent with our
strategy and delivers the Eastern Bay of Plenty kiwifruit growing region to Seeka’s
operations, a region in which Seeka is already experiencing growth through new orchard
developments. The transaction is expected to be accretive to shareholders once the
combined business is fully integrated. Seeka expects the bigger business to generate
material efficiencies, synergy benefits and cost savings for the benefit of all stakeholders.”
The Boards of Seeka and OPAC have unanimously recommended the amalgamation.

For further information, please contact:
Michael Franks, Seeka CEO:
M: 021356516 E: michael.franks@seeka.co.nz
Stuart McKinstry, Seeka CFO:
M:0212215583: E: stuart.mckinstry@seeka.co.nz

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101226.48 - 1244458-1
Cleansing Notice
25 March 2021
NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington
NOTICE PURSUANT TO CLAUSE 20(1)(a) OF SCHEDULE 8 TO THE FINANCIAL MARKETS CONDUCT
REGULATIONS 2014
1. Seeka Limited (NZX:SEK) (“Seeka”) has announced that it has entered into an Amalgamation
Implementation Agreement with Opotiki Packing and Cool Storage Limited (“OPAC”) under which
Seeka Eastern Star Limited, a wholly owned subsidiary of Seeka will amalgamate with OPAC and Seeka
Eastern Star Limited will continue as the amalgamated (surviving) company. Under the
amalgamation, OPAC shareholders are to receive new ordinary shares in Seeka of the same class as
already quoted on the NZX Main Board operated by NZX Limited as consideration for the cancellation
of their shares in OPAC. The offer for new ordinary shares in Seeka is made to OPAC shareholders in a
notice of meeting and associated materials to be sent to OPAC Shareholders by OPAC today in
accordance with the Amalgamation Implementation Agreement (“Amalgamation Offer”).
2. Pursuant to clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct Regulations 2014 (“FMC
Regulations”), and clause 19 of Schedule 1 to the Financial Markets Conduct Act 2013 (“FMCA”),
Seeka states that:
(a) Seeka is making the Amalgamation Offer in reliance on the exclusion in clause 19 of Schedule 1
to the FMCA and provides this notice under clause 20(1)(a) of Schedule 8 to the FMC
Regulations.
(b) As at the date of this notice, Seeka is in compliance with the “continuous disclosure obligations”
(as defined in section 6 of the FMCA) that apply to it in relation to ordinary shares in Seeka and
there is no information that is “excluded information” (as defined in clause 20(5) of Schedule 8
to the FMC Regulations) and includes an update on two items in paragraph 3 of this notice.
(c) As at the date of this notice, Seeka is in compliance with its “financial reporting obligations” (as
defined in clause 20(5) of Schedule 8 to the FMC Regulations).
3. Business Update
(a) Capacity and Automation
Analysis of estimated 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
highly automated post-harvest packing complex on the site of the Seeka owned Pukenga
Orchard on Young Road, Te Puke. The Board is expected to consider this investment mid-year
2021 with any construction occurring in 2022. The Board has approved approximately $3m of
ground preparation costs. If the project proceeds, then the project is expected to cost between

101226.48 - 1244458-1
Pg. 2
$50m and $80m. No decision has been made to progress this project and the Board of Seeka is
expected to consider an investment proposal including financing options in August 2021.
(b)Kiwifruit Claim
On 15 February 2021 Seeka advised that a settlement had been reached in the matter of the
kiwifruit class action against the Crown related to the PSA outbreak in 2010. The settlement
sum for the entire class action including legal, funding and claimants is a total of $40m
inclusive of GST if any. This settlement has now been paid.
The net amount after legal and funding costs, but before distribution costs, is approximately
$25m inclusive of GST if any. The process and method of calculating any distribution to
claimants will be decided by the Kiwifruit Claim Committee and require the approval of the
High Court prior to distribution.
The basis of distribution has yet to be determined, and accordingly Seeka cannot provide a
definitive range and will update the market when such a range becomes apparent with sufficient
certainty to advise the market of any proceeds Seeka may receive as claimant should the
amount be material.
4.The Amalgamation Offer is not expected to have any material effect or consequence on the control of
Seeka.
Yours faithfully
Seeka Limited


Michael Franks
Chief Executive Officer

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101226.48 - 1244438-3
Amalgamation Proposal
This document describes the terms of a proposal under Part XIII of the Companies Act 1993 (“Act”) to
amalgamate Opotiki Packing and Cool Storage Limited (“OPAC”) and Seeka Eastern Star Limited (“Seeka
Sub”) (a wholly-owned subsidiary of Seeka Limited (“Seeka”)), with Seeka Sub as the amalgamated (surviving)
company in the amalgamation (“Amalgamation”).
This document contains the details required by section 220(1) of the Act, and is expected to be filed with the New
Zealand Companies Office, together with the other documents required to give effect to the Amalgamation under
section 223 of the Act.
1. Name: The name of the amalgamated company will be Seeka Eastern Star Limited (the
“Amalgamated Company”).
2. Registered Office: The registered office of the Amalgamated Company is 34 Young Road, Paengaroa,
Te Puke 3189.
3. Directors: Details of the directors of the Amalgamated Company after the Amalgamation will be:
Director's Full Name Director's Residential Address
Michael Gilbert Franks 62 Sixth Avenue, Tauranga 3110
Stuart Thomas McKinstry 23a Rita Street, Mount Maunganui 3116
4. Address for service: The Amalgamated Company’s address for service is 34 Young Road,
Paengaroa, Te Puke 3189.
5. Final share structure: Upon Amalgamation, the Amalgamated Company will be a wholly-owned
subsidiary of Seeka with 100 ordinary shares, and those shares will have the rights, privileges,
limitations and conditions set out in section 36 of the Act.
6. Ultimate holding company:
(a) There is no ultimate holding company of OPAC.
(b) The ultimate holding Company of Seeka Sub is Seeka.
(c) Upon Amalgamation, the ultimate holding company of the Amalgamated Company will be
Seeka.
7. No conversion: Upon Amalgamation, all of the shares in OPAC will be cancelled and will not be
converted into shares in the Amalgamated Company. The consideration given to OPAC shareholders
for cancellation of their shares in OPAC is described in paragraph 8 below.

8. Consideration for cancellation of OPAC shares: As consideration for the cancellation of OPAC's
shares:
(a) Upon the Amalgamation becoming effective in accordance with the Act each OPAC Share will
be cancelled and Seeka will:
(i) issue to each person who was registered on OPAC’s share register as a OPAC
Shareholder on the Record Date that has not given OPAC written notice under section
111 of the Act requiring OPAC to repurchase their OPAC Shares after the passing of a
special resolution to approve the Amalgamation, 1.4833 Seeka Shares for each OPAC
Share held by the applicable OPAC Shareholder on the Record Date; or
(ii) subject to the provisions of section 112A of the Act, pay to each person who was
registered on OPAC’s share register as a OPAC Shareholder on the Record Date that has
given OPAC written notice under section 111 of the Act requiring OPAC to repurchase
their OPAC Shares after the passing of a special resolution to approve the
Amalgamation, $6.02 for each OPAC Share held by the applicable OPAC Shareholder on
the Record Date, being the net assets per OPAC Share of OPAC and its Related
Companies as shown in the audited financial statements of OPAC and its Related
Companies for the financial year ended 31 December 2020.
(b) All fractions of a Seeka Shares will be rounded up to the next whole number of Seeka Shares.
(c) For the avoidance of doubt, the maximum number of Seeka Shares to be issued by Seeka to the
OPAC Shareholders in consideration for the cancellation of their respective OPAC Shares
pursuant to the Amalgamation shall not exceed 7,042,574 Seeka Shares, provided that such
maximum number shall decrease proportionately with any reduction in the number of OPAC
Shares on issue.
(d) Seeka will take any necessary steps to ensure that the Seeka Shares are, immediately after the
issue, quoted.
9. Basis of issue: The Seeka Shares issued on Amalgamation to holders of OPAC Shares will:
(a) be issued pursuant to clause 19 of Schedule 1 to the Financial Markets Conduct Act 2013, the
Financial Markets Conduct Regulations 2014, and all applicable laws; and
(b) on issue, be on the same terms, and shall rank equally with, all other ordinary shares on issue in
Seeka; and
(c) be quoted on the NZX under ticker code SEK.
10. Other payments: Other than as set out above, or except in accordance with sections 110 to 113 of the
Act, the Amalgamation does not involve the making of any payment to a shareholder or director of
either OPAC or Seeka Sub.

11. Arrangements to complete Amalgamation: The arrangements necessary to complete the
Amalgamation and to provide for the subsequent management and operation of the Amalgamated
Company are as follows:
(a) The boards of directors of Seeka Sub and OPAC will consider, and if thought fit pass, the
resolutions required under section 221(1) of the Act and the directors who vote in favour of
those resolutions will give the certificates required under section 221(2) of the Act.
(b) The boards of directors of OPAC and Seeka Sub have, at the date of this Amalgamation
Proposal, given notice of the proposed Amalgamation to the secured creditors of OPAC and
Seeka Sub, and public notice of the proposed Amalgamation in accordance with section 221(4)
of the Act.
(c) OPAC Shareholders will be asked to approve the Amalgamation Proposal by Special Resolution,
including a special resolution of each interest group, in accordance with section 221(5) of the
Act, at a meeting scheduled to take place on 13 April 2021.
(d) Seeka, as shareholder of Seeka Sub, will be asked to approve the Amalgamation by a Special
Resolution in writing.
(e) Seeka shareholders will be asked to approve the issue of new Seeka Shares under the
Amalgamation by ordinary resolution in accordance with NZX Listing Rule 4.1, at a meeting
scheduled to take place on 16 April 2021.
(f) If the necessary special resolutions of OPAC are passed then, after the expiry of the period of 20
working days from the date when public notice of the Amalgamation has been given and the
Amalgamation Proposal has been sent to secured creditors, and provided that, the Conditions
have been satisfied or waived, a copy of the Amalgamation Proposal, will be delivered to the
Registrar of Companies together with the necessary directors’ certificates of OPAC, and the
other documents referred to in section 223 of the Act. Following receipt of those documents,
the Registrar of Companies will issue a certificate of amalgamation in accordance with section
224 of the Act.
(g) The Amalgamation is conditional on the conditions set out in Appendix A either being satisfied
or waived, by no later than 5:00 p.m. on 3 May 2021 (or such earlier date specified in the
Appendix) in accordance with the Amalgamation Implementation Agreement between Seeka
and OPAC dated 25 March 2021.
12. Subsequent Management and Operations: Following the Amalgamation becoming effective:
(a) Seeka Sub currently intends to operate its business on substantially the same basis as OPAC
was operated prior to the Amalgamation;
(b) the Amalgamated Company will satisfy OPAC's obligations under the OPAC Supply
Commitments.
13. Amalgamation Date: The Amalgamation is intended to take effect at 12:01 a.m. on 4 May 2021.
Accordingly the Amalgamation Date will be 4 May 2021 or, if the date the documents required to be
filed with the Registrar of Companies under section 223 of the Act is a later date, the date the Registrar
of Companies receives and registers those documents.

14. Glossary: In this document unless the context otherwise requires:
“Act” means the Companies Act 1993.
“Amalgamation” means the amalgamation of OPAC and Seeka Sub under Part XIII of the Act, in
which Seeka Sub will be the amalgamated (surviving) company.
“Conditions” means the conditions to the Amalgamation set out in Appendix A.
“Major Growers” means each grower estimated by OPAC (in consultation with Seeka) to be
supplying more than 75,000 trays of kiwifruit to OPAC in the 2021 season.
“Material Adverse Change” means, in respect of a Company, a matter relating to that Company and
its Related Companies, taken as a whole, that occurs after the date of this Agreement, and which:
(a) causes or is likely to cause an adverse change of:
(i) more than 10% of EBITDA of that Company and its related Companies in FY21, by
comparison to EBITDA of that Company and its related Companies as set out in the
financial statements for FY20; or
(ii) more than 5% of the value of the Gross Tangible Assets of that Company and its Related
Companies, when compared to the value of the Gross Tangible Assets of that Company
and its Related Companies as set out in the balance sheet for FY20; or
(b) is the entry into a COVID-19 Alert Level that results in a lockdown that materially hinders the
operation of OPAC or Seeka as a business; or
(c) is the appointment of a liquidator, administrator or receiver (or any similar person to any of the
foregoing) of that Company or over the whole or a substantial part of the property or assets of
that Company; or
(d) is the entry by that Company into a compromise or arrangement with any of its creditors; or
(e) the calling of a meeting to consider a resolution to liquidate that Company (other than where
that resolution is frivolous or cannot reasonably be considered to be likely to lead to the actual
winding up of that Company), or the making of an application or order for the liquidation or
dissolution of that Company which order has not been set aside within ten (10) Working Days;
or
(f) is that Company ceasing or threatening to cease to carry on business; or
(g) results in that Company being or becoming unable to pay its debts when they fall due in the
ordinary course of business; or
(h) is the appointment of a statutory manager to that Company under the Corporations
(Investigation and Management) Act 1989, or that Company is declared at risk under that
legislation; or
(i) in respect of Seeka, a change in the price of Seeka Shares quoted on the NZX Main Board
between the period commencing on the date of this Agreement and ending on the day before
the Effective Date of more than 15% from a price of $4.82.

“OPAC” means Opotiki Packing and Cool Storage Limited.
“OPAC Share” means any share in OPAC.
“OPAC Shareholder” means the holder of a OPAC Share on the Record Date.
“Record Date” means 5:00 p.m. on 3 May 2021.
“Related Company” has the meaning given to that term in the Act.
“Seeka” means Seeka Limited.
“Seeka Share” means an ordinary share in Seeka ranking equally with all other ordinary shares in
Seeka.
“Seeka Sub” means Seeka Eastern Star Limited, which is a wholly owned subsidiary of Seeka.
“Seeka Supply Commitment Agreement” means a commitment to supply Seeka (or Seeka Sub) in
respect of each of the 2022 and 2023 supply seasons.
15. United Kingdom Securities Law
(a) Neither this Amalgamation Proposal nor any other document relating to the Amalgamation has
been delivered for approval to the Financial Conduct Authority in the United Kingdom and no
prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000,
as amended ("FSMA")) has been published or is intended to be published in respect of the
Seeka Shares.
(b) This Amalgamation Proposal does not constitute an offer of transferable securities to the public
within the meaning of the UK Prospectus Regulation or the FSMA. Accordingly, this
Amalgamation Proposal does not constitute a prospectus for the purposes of the UK Prospectus
Regulation or the FSMA.
(c) Any invitation or inducement to engage in investment activity (within the meaning of section 21
FSMA) received in connection with the issue or sale of the Seeka Shares has only been
communicated or caused to be communicated and will only be communicated or caused to be
communicated in the United Kingdom in circumstances in which section 21(1) FSMA does not
apply to OPAC.
(d) In the United Kingdom, this Amalgamation Proposal is being distributed only to, and is
directed at, persons (i) who fall within Article 43 (members of certain bodies corporate) of the
Financial Services and Markets Act 2000 (Financial Promotions) Order 2005, or (ii) to whom
it may otherwise be lawfully communicated (together "relevant persons"). The investments
to which this document relates are available only to, and any invitation, offer or agreement to
purchase will be engaged in only with, relevant persons. Any person who is not a relevant
person should not act or rely on this Amalgamation Proposal.

Appendix A
Conditions

1. All necessary shareholder approvals (including any requisite approvals of interest groups) being
obtained from the OPAC Shareholders by 13 April 2021, including a special resolution of OPAC
Shareholders required pursuant to section 221(5) and section 106(1)(c) of the Act.
2. All necessary shareholder approvals being obtained from the shareholders of Seeka by 16 April 2021,
comprising an ordinary resolution of shareholders in Seeka required pursuant to Rule 4.1 of the Listing
Rules.
3. Seeka receiving Seeka Supply Commitment Agreements signed by OPAC growers before the Effective
Date, such that:
(a) Major Growers supplying at least 80% of the total kiwifruit volume (calculated by tray) from all
Major Growers (such volume as estimated by OPAC in consultation with Seeka); and
(b) in aggregate OPAC growers supplying at least 80% of the total estimated kiwifruit volume by
tray,
have committed to supply Seeka (or Seeka Sub) in the 2022 and 2023 supply seasons.
4. Immediately prior to the Effective Date, the absence of a Court order being made under section 226 of
the Act directing that the Amalgamation is modified or not given effect to.
5. Seeka finalising documentation with Westpac Banking Corporation and Westpac New Zealand Limited
in relation to the funding of Seeka Sub from the Effective Date to repay all of OPAC’s indebtedness to
ASB Bank Limited, Cooperative Rabobank U.A and Rabobank New Zealand Limited, and the
conditions to such documentation being satisfied or waived by the Effective Date.
6. OPAC not having received valid written notices from shareholders who together hold a number of
OPAC Shares that exceeds five per cent (5%) of the aggregate number of OPAC Shares on issue as at 25
March 2021 under section 111 of the Act after the passing of a special resolution to approve the
Amalgamation but prior to the latest date provided for in section 111 of the Act, requiring OPAC to
repurchase their shares.
7. All Permits being obtained that are required to enable Seeka Sub to have the full use and benefit of
OPAC’s business following Amalgamation by the Effective Date.
8. Immediately prior to the Effective Date, the absence of a Material Adverse Change having occurred.