Seeka Provides the Notice of Meeting – ASM

Dear Shareholder,
We would be very pleased if you would attend Seeka Limited’s 2021 Annual Shareholders Meeting on
Friday, 16 April 2021 commencing at 2:30pm, either at the meeting venue at Seeka360, 34 Young Road,
Paengaroa 3189, New Zealand, or online at www.virtualmeeting.co.nz/sek21.
If it is impracticable or not permitted to hold a physical meeting due to Government restrictions on
gatherings, the meeting will proceed online and you will only be able to attend via the virtual meeting portal
www.virtualmeeting.co.nz/sek21.
Any cancellation of the physical meeting will be posted on Seeka’s website www.seeka.co.nz/investors,
announced to the NZX and where possible shareholders will be notified by email.
In case you can't attend, please remember to complete and submit the enclosed Proxy Form so that it
reaches our share registrar, Link Market Services Limited, by 2:30pm on Wednesday, 14 April 2021.
For shareholders attending the Annual Meeting at Seeka360, please bring the enclosed Proxy Form to assist
with your registration.
2021
NOTICE OF ANNUAL
SHAREHOLDERS MEETING

1NOTICE OF ASM 2021 | SEEKA LIMITED
NOTICE OF ANNUAL SHAREHOLDERS MEETING 2021
NOTICE is hereby given that the Annual Meeting of Shareholders of Seeka Limited ("Seeka") will commence at 2:30pm on
Friday, 16 April 2021. Shareholders can attend the physical meeting at Seeka360, 34 Young Road, Paengaroa, or attend online at
www.virtualmeeting.co.nz/sek21.
If it is impracticable or not permitted to hold a physical meeting due to Government restrictions on gatherings, the meeting will
proceed online and you will only be able to attend via the virtual meeting portal www.virtualmeeting.co.nz/sek21.
Ordinary business
The business of the Meeting is:
A: Annual Report and Accounts
"To receive the Annual Report of Seeka and the Financial Statements for the year ended 31 December 2020 together with the
Auditor’s Report thereon."
B: Resolutions
1. Director election – Peter Ratahi Cross
To consider, and if thought fit, pass the following as an ordinary resolution:
"To re-elect Peter Ratahi Cross as a Director."
The explanatory note to this ordinary resolution, including a profile for the candidate standing for election, is on page 3.
2. Director election – Ashley Waugh
To consider, and if thought fit, pass the following as an ordinary resolution:
"To re-elect Ashley Waugh as a Director."
The explanatory note to this ordinary resolution, including a profile for the candidate standing for election, is on page 3.
3. Directors' Remuneration
To consider, and if thought fit, pass the following as an ordinary resolution:
"That the pool of funds available for the remuneration of directors be increased by an amount of $80,000 per annum, from a maximum of
$450,000 per annum to a maximum of $530,000 in each financial year payable to all directors taken together, effective 1 January 2021."
The explanatory note to this resolution is on page 4.
4. Appointment and Remuneration of Auditors
To consider, and if thought fit, pass the following as an ordinary resolution:
"To record the re-appointment of PwC (PricewaterhouseCoopers) as auditor of the Company, and to authorise the Directors to fix the
remuneration and expenses of the auditor for the coming year."
The explanatory note to this resolution is on page 5.
5. Approval of Issue of new Ordinary Shares in relation to acquisition of OPAC by Amalgamation
To consider, and if thought fit, pass the following as an ordinary resolution:
"That Seeka issue up to 7,042,574 new fully paid ordinary shares of Seeka, at the issue price, and for the consideration, described in the
explanatory note pursuant to the Amalgamation Proposal described in the explanatory note and accompanying the Notice of Meeting."
The explanatory note to this resolution is on page 5.
C: General business
To consider any other matter that may be properly brought before the Meeting.

2SEEKA LIMITED | NOTICE OF ASM 2021
Voting and proxies
The persons who will be entitled to vote at the Meeting are
those persons who are registered on Seeka’s share register
as holding fully paid ordinary shares in Seeka on Wednesday,
14 April 2021 at 5:00pm. The Chair advises that, pursuant to
Seeka’s constitution, he will call for voting on all resolutions to
be by way of a poll, meaning that each Shareholder has one
vote for each share held.
All the Resolutions are ordinary resolutions and must be
passed by a simple majority of the votes of those Shareholders
entitled to vote and voting on the Resolutions.
Every Shareholder, or that Shareholder’s proxy or
representative, is entitled to attend the Meeting, either at the
venue (subject to the limitations noted earlier) or online, and
vote.
Any Shareholder entitled to attend and vote at the Meeting
may appoint a proxy to attend and vote on that Shareholder’s
behalf. The proxy need not be a Shareholder. You may appoint
the Chair of the Meeting as your proxy. If you appoint the
Chair of the Meeting as your proxy and do not direct the Chair
how to vote in the proxy form, the Chair will vote discretionary
proxies in favour of Resolutions 1, 2, 4 and 5.
In accordance with NZX Listing Rule 6.3.1, any director and
any person who is an Associated Person (as that term is
defined in the NZX Listing Rules) of a director may not vote
on Resolution 3. If you appoint any such person as your proxy,
including the Chair, that person will only be able to vote on
Resolution 3 in accordance with your express instructions, as
set out in your proxy form.
A corporation that is a Shareholder may appoint a person as
its representative to attend the meeting and vote on its behalf,
in the same manner as that in which it could appoint a proxy.
A proxy form accompanies this Notice of Meeting. If you
are unable to attend the Meeting in person or online, please
complete the Proxy Form and return it in the reply-paid
envelope provided to (Link Market Services, PO Box 91976,
Victoria Street West, Auckland 1142) or fax to 09 375 5990
or scan and email to meetings@linkmarketservices.co.nz (please
put the words “Seeka Proxy Form” in the subject line for easy
identification) to arrive no later than 2:30pm on Wednesday,
14 April 2021.
Alternatively, you may lodge your proxy online. Go to https://
investorcentre.linkmarketservices.co.nz/voting/SEK.
Initial information including your CSN / Holder number and
FIN (authorisation code) will be required to successfully
validate your holding online before shareholding information
and voting pages are displayed.
A Shareholder will be taken to have signed the Proxy Form by
lodging it in accordance with the instructions on the website.
The appointment of a proxy or representative does not
preclude a Shareholder from attending and voting at the
Meeting.
Independence of Directors
The Board has considered whether the directors seeking
re-election (Peter Ratahi Cross and Ashley Waugh) qualify
as independent directors under the NZX Listing Rules (the
"Rules"), and Seeka's Board Charter.
Under the Rules, the Board must determine and identify
whether the directors seeking re-election qualify as
independent directors. In making its determination, the Board
has had regard to the non-exhaustive factors described in
recommendation 2.4 of the NZX Corporate Governance Code
(see www.nzx.com/regulation/nzx-rules-guidance/corporate-
governance-code).
In addition, under Seeka's Board Charter, a director is deemed
to be non-independent if he or she:
– is, or is associated (directly or indirectly) with, a
shareholder holding 5% or more of the shares on
issue in the Company and is as a result likely to derive
a substantial portion of his or her income from that
relationship; or
– is an executive of the Company.
For the purposes of the Rules and Seeka's Board Charter, in the
Board's view:
– if Peter Ratahi Cross is re-elected as a director, he will
not qualify as an independent director;
– if Ashley Waugh is re-elected as a director, he will qualify
as an independent director.
The re-election of the above Directors is consistent with
the Board’s policy of Director Tenure as set out in the Board
Charter.
Forward-looking statements
This Notice of Meeting and the explanatory notes contain
certain statements that relate to the future. Such statements
are not a guarantee of future performance and involve known
and unknown risks, uncertainties, assumptions and other
important factors, many of which are beyond the control of the
Company and which may cause actual results, performance or
achievements of the Company to differ materially from those
expressed or implied by such statements.
NZ RegCo Non-Objection
NZ RegCo has reviewed this Notice of Meeting and the
explanatory notes under Listing Rule 7.1 and confirmed it has
no objection to this Notice of Meeting or the explanatory
notes.
By order of the Board
S T McKinstry
Secretary
30 March 2021

3NOTICE OF ASM 2021 | SEEKA LIMITED
EXPLANATORY NOTES
RESOLUTIONS 1 AND 2: ELECTION OF DIRECTORS
In accordance with clause 23.1(i) of Seeka's Constitution, Peter Ratahi Cross and Ashley Waugh retire by rotation and, being
eligible, offer themselves for re-election. Profiles of each candidate standing for re-election are set out below.
The Board supports and recommends that Shareholders vote in favour of the election of Peter Ratahi Cross and Ashley Waugh.
No other nominations were received.
CANDIDATE PROFILE
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 has
governance experience in both New Zealand and Australia. Ashley has
extensive agribusiness experience and, along with his wife, owns a dairy
farm near Te Awamutu in the Waikato.
CANDIDATE PROFILE
Peter Ratahi (Ratahi) Cross
Non-executive Director
Member Remuneration Committee
Appointed 1 March 2016
Ratahi is the chairman of several trust boards throughout the eastern
areas of the North Island. He chairs Te Awanui Huka Pak Limited and Ngai
Tukairangi Trust, the largest 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.

4SEEKA LIMITED | NOTICE OF ASM 2021
RESOLUTION 3: DIRECTORS' REMUNERATION
In March 2020, prior to the onset of the Covid-19 pandemic, Seeka issued a notice of meeting for its 2020 Annual Shareholder
Meeting. That Notice of Meeting included a resolution to increase Directors’ remuneration. Following the onset of the Covid-19
pandemic, Seeka withdrew the first 2020 Notice of Meeting and issued a new Notice of Meeting for an online meeting. Having
reflected on the economic circumstances at the time, the Seeka Board elected not to include a resolution to increase Directors’
remuneration in the second Notice of Meeting for the 2020 Annual Shareholders Meeting as Seeka focussed on continuity of
operations following the advent of Covid-19. That same resolution is now being included in this Notice of Meeting.
New Zealand director fees are normally based on the key factors that define a business, including financial size, international
reach, industry segment, ownership structure, organisational performance and Board performance.
Seeka directors are remunerated by fixed fees drawn from the annual pool of director fees as approved by shareholders. Each
director’s fee is then set according to expected time commitments and responsibilities as determined by the Board. Seeka
directors receive no equity-based remuneration, and receive no performance or retirement benefits.
Seeka’s director remuneration policy is to set the annual pool available for director fees at a mid-range point, relative to the
market, rather than using the top-end range, with the Chair using professional advice and market information to review director
remuneration within a two-year period. Approval from shareholders to increase director remuneration was last sought April 2018
when the pool limit was set at a maximum of $450,000 per annum.
No pro-rata fee increase has been made between annual shareholder meetings for director appointments as permitted by the
company's constitution.
Seeka engaged Strategic Pay Limited to review Seeka's director remuneration in January 2020. Strategic Pay is an independent
remuneration consultancy that undertakes annual director fees surveys, and used the key metrics of market capitalisation,
revenue, assets, and market sector (agribusiness), to benchmark Seeka within their database of listed public companies and
more than 200 New Zealand private sector businesses.
To see Strategic Pay's full report visit www.seeka.co.nz/Annualshareholdermeeting2021.
The Board considered Strategic Pay's recommendations, and took into account Seeka's performance, growth in complexity, scale
of operations, regulatory risks and obligations, and recommends that the pool available to pay director fees be increased by
$80,000 from a maximum of $450,000 per annum to a maximum of $530,000 per annum.
If approved, the Board proposes to allocate the pool as detailed in the following table, effective from 1 January 2021.
NumberCurrent pool2021 proposalIncrease
Annual pool of director fees
$ 450,000$ 530,00017.8%
Individual allocations as determined by the Board
Chair
1$ 100,000$ 125,000
1
25.0%
Chair Audit and Risk Committee
1$ 67,500$ 77,50014.8%
Directors - Non Executive
5$ 56,500$ 62,50010.6%
New Director - Succession Planning
-$ 15,000
Total allocation
7$ 450,000$ 530,00017.8%
As part of the Board's succession planning, the proposed pool has a $15,000 provisional fee for the Board to appoint a new
director prior to the 2022 annual shareholder meeting. If the Board makes an appointment, at the 2022 annual shareholder
meeting the new director would stand for election, and if successful a sitting director would retire with the number of directors
reverting to seven, as provided for under Seeka's constitution.
1. Consistent with Strategic Pay's advice that New Zealand chair fees are typically twice the base director fee.

5NOTICE OF ASM 2021 | SEEKA LIMITED
Background information
The following table summarises medium benchmarking data provided by Strategic Pay from their survey of director and chair
fees.
Strategic Pay key metricsSeeka FY19Survey rangeSurvey sampleDirector fees Chair fees
Market capitalisation
$ 148m$ 75m - $ 225m14$ 70,000$ 125,000
Revenue
$ 237m$ 190m - $ 290m13$ 80,000$ 145,000
Assets
$ 368m $ 300m - $ 500m13$ 63,560$ 117,000
Industry
AgribusinessN/A8$ 50,000$ 102,500
Private sector companies
N/A200$ 60,460-
Seeka Board proposal April 2021
$ 62,500$ 125,000
The following table summarises the growth in Seeka's business over the two-year period from April 2018 when
director remuneration was last reviewed, to January 2020 when Strategic Pay reviewed director fees and made their
recommendation. It also summarises growth to include the 2020 financial year.
Seeka key business metricsFY17 $000sFY19 $000sIncrease on FY17FY20 $000sIncrease on FY17
Market capitalisation - 31 December
$ 102,675$ 147,73343.9%$ 156,62752.5%
Revenue
$ 186,814$ 236,86826.8%$ 251,45734.6%
Total assets
2
$ 249,598$ 368,24647.5%$ 375,42650.4%
2. NZ IFRS16 Leases was implemented FY19, with the FY17 total assets value restated as if the standard had always applied. Excluding the right-of-use
lease assets, total assets at 31 December 2019 would be $323m, an increase of 45.6% on FY17 total assets of $222m before restatement of IFRS 16.
RESOLUTION 4: APPOINTMENT AND REMUNERATION OF AUDITORS
PricewaterhouseCoopers is automatically reappointed as auditor of the Company under section 207T of the Companies Act
1993. This Resolution authorises the Board to fix the fees and expenses of PricewaterhouseCoopers as the Company’s auditor
for the coming financial year ending 31 December 2021.
RESOLUTION 5: ISSUE OF NEW SEEKA SHARES IN RELATION TO
ACQUISITION OF OPAC BY AMALGAMATION
Acquisition of OPAC
On 25 March 2021 Seeka announced the entry into of an Amalgamation Implementation Agreement with Opotiki Packing and
Cool Storage Limited (“O PAC”) the leading regional integrated kiwifruit business in the Eastern Bay of Plenty. In accordance
with this agreement, Seeka intends to acquire the business of OPAC through the amalgamation of OPAC with a wholly owned
subsidiary of Seeka, Seeka Eastern Star Limited (“Seeka Sub”), under Part XIII of the Companies Act 1993 (“Amalgamation”)
if all conditions to the Amalgamation (as set out in the Amalgamation Proposal attached as the Appendix to this Notice of
Meeting) are satisfied or where possible waived. If the Amalgamation proceeds, Seeka Sub will continue as the amalgamated
(surviving) company.

6SEEKA LIMITED | NOTICE OF ASM 2021
The acquisition of OPAC is strategically important to the Company and consistent with Seeka’s strategic goal to grow our
foundation kiwifruit business. The acquisition increases Seeka’s market share by approximately 5%
1
and adds fruit supply from
new geographic regions in the Eastern Bay of Plenty kiwifruit growing region to Seeka’s operations, an area where the Company
is already experiencing growth through new orchard developments. Once fully integrated, the combined Company will have the
capability to grow and handle fruit in all of New Zealand’s major kiwifruit growing regions.
The transaction is expected to be accretive to shareholders once the combined business is fully integrated. Seeka expects to
generate material efficiencies, synergy benefits and cost savings for the benefit of all stakeholders as a result of this acquisition,
including, but not limited to, benefits in logistics and supply chain, structure and resourcing, packaging, electricity, back office and
governance aspects of the combined business. There is potential for the OPAC business to be further supported, optimised and
benefit from the scale and operational capabilities of Seeka. In addition, OPAC has a network of orchard managers growing fruit
and optimising orchard production that will complement Seeka’s own orcharding business. Further details about OPAC and the
OPAC business can be found on OPAC’s website at www.opac.co.nz.
OPAC’s facilities having recently undergone major coolstore and machinery upgrades. The plant is modern and in good condition.
Once the business is fully amalgamated and integrated the Board is confident that Seeka will experience earnings growth.
The acquisition price values the net assets of OPAC at $33.94m, assuming all OPAC shareholders vote in favour of the
Amalgamation, based on an enterprise value of OPAC of $59 million, less net bank debt obligations of approximately $25.06m.
The acquisition price is intended to be settled by issuing the OPAC shareholders with 1.4833 Seeka shares for each OPAC Share
held by them. It is possible that some OPAC shareholders will be paid $6.02 per OPAC Share in cash if they vote against the
Amalgamation and exercise their “minority buyout rights” under the Companies Act 1993. Seeka and OPAC intend for OPAC
to purchase any such OPAC Shares prior to the effective date of the Amalgamation, however if an OPAC shareholder has
exercised its minority buyout rights but remains on the register as at 5:00 p.m. on 3 May 2021, then, subject to section 112A of
the Companies Act, Seeka will pay those OPAC Shareholders $6.02 per OPAC Share held as consideration for the cancellation of
their OPAC Shares instead of issuing Seeka Shares to such OPAC Shareholders. Seeka expects to have sufficient available funds
to provide for any payments to be made by Seeka.
Terms of the Amalgamation
The Amalgamation Implementation Agreement sets out the full terms and conditions of the Amalgamation. The Amalgamation
Proposal included in the Appendix to this Notice of Meeting ("Amalgamation Proposal"), summarises certain key terms and
conditions of the Amalgamation, including the condition that Seeka shareholders approve, by ordinary resolution, the issue of
new ordinary shares in Seeka to existing shareholders of OPAC ("OPAC Shareholders") as consideration for the cancellation of
all the shares in OPAC ("OPAC Shares"). Seeka and OPAC have agreed to interim period covenants and termination rights that
are customary for transactions of this nature.
Resolution 5 authorises the issue of up to 7,042,574 new ordinary shares in Seeka to OPAC Shareholders under the
Amalgamation. If the resolution is passed and all conditions in the Amalgamation Implementation Agreement, as set out in the
Amalgamation Proposal (including the approval of the Amalgamation Proposal by OPAC Shareholders) are satisfied or where
possible waived:
– the Amalgamation will proceed;
– Seeka will issue up to 7,042,574 new Seeka Shares on or about 4 May 2021 (the effective date for the Amalgamation
(“Effective Date”)) to OPAC Shareholders recorded in the OPAC share register as at 3 May 2021 (the “Record Date”) in
accordance with the terms of the Amalgamation Proposal as summarised in the below table;
– all OPAC Shares will be cancelled;
– Seeka Sub will amalgamate with and acquire the OPAC business; and
– OPAC shareholders will become shareholders of Seeka (other than any who exercise their minority buyout rights under the
Companies Act 1993).
The Amalgamation itself does not require the approval of Seeka shareholders; however, if Resolution 5 is not passed, the
Amalgamation will not proceed, Seeka Sub will not amalgamate with or acquire the business of OPAC and no new Seeka Shares
will be issued.
Resolution 5 is an ordinary resolution required by NZX Listing Rule 4.1 and must be passed by a simple majority of the votes of
those Shareholders entitled to vote and voting on the Resolution. The issue of new Seeka Shares will be made in reliance on the
exclusion in clause 19 of Schedule 1 to the Financial Markets Conduct Act 2013.
1. Calculated by reference to Seeka ‘s and OPAC’s estimated combined post-harvest packing volume compared to the estimated industry volume and historic
market share analysis based on 2019 harvest data showing Seeka’s market share at approximately 20% and OPAC’s market share at approximately 5%.

7NOTICE OF ASM 2021 | SEEKA LIMITED
Summary of the Key Terms of the share issue
Number of new Seeka
Shares to be issued
Up to 7,042,574 new Seeka Shares, representing approximately 21.75% of the total number
of shares currently on issue (after the issue of Seeka Shares under the application of the
Company’s dividend reinvestment plan to the dividend paid on 30 March 2021). If all 7,042,574
new Seeka Shares are issued, there will be 39,430,166 total Seeka Shares on issue on the
Effective Date.
The total number of Seeka Shares to be issued:
– to each OPAC Shareholder is 1.4833 Seeka Shares for each OPAC Share held by an OPAC
Shareholder, with all fractions of Seeka Shares to be rounded up to the nearest whole
number; and
– will be determined by whether any OPAC Shareholders exercise their minority buyout
rights under the Companies Act 1993 after voting against the Amalgamation. Those OPAC
Shareholders would be paid cash for their OPAC Shares in accordance with the Companies
Act 1993, with the intention that they are paid $6.02 for each OPAC Share held by them,
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.
Seeka expects to have sufficient available funds to provide for any payments to be made by
Seeka.
If all 7,042,574 new Seeka Shares are issued, the holdings of existing Seeka shareholders (other
than OPAC Shareholders who receive Seeka Shares that are also Seeka Shareholders) could be
diluted by up to 17.86%. Please consult your professional adviser for further information on how
the proposed issue affects your specific shareholding in Seeka.
Purpose of Resolution 5
and the Amalgamation
The purpose of Resolution 5 is to authorise the issue of new Seeka Shares to OPAC Shareholders
as consideration for the cancellation of those OPAC Shareholders’ OPAC Shares under the
Amalgamation so that the Amalgamation can occur.
The purpose of the Amalgamation is for Seeka Sub to amalgamate with and acquire the
business of OPAC.
Issue Price and
consideration for the issue
The issue price for each new Seeka Share is $4.82 per new Seeka Share, being the volume
weighted average price of Seeka Shares traded on the NZX Main Board over the 10 business
days ended 24 March 2021.
The issue price for the new Seeka Shares is to be satisfied by each OPAC Shareholder by way of
cancellation of that OPAC Shareholder’s OPAC Shares on the basis of 1.4833 Seeka Shares for
each OPAC Share cancelled, with all fractions of Seeka Shares to be rounded up to the nearest
whole number.
Are recipients of the new
Seeka Shares Directors
of Seeka or Associated
Persons of Seeka or a
Director of Seeka?
No recipient of new Seeka Shares is a Director of Seeka or an Associated Person (as that term is
defined in the NZX Listing Rules) of Seeka or a Director of Seeka.
When will Seeka Shares be
issued
If the conditions set out in the Amalgamation Proposal (included in the Appendix to this Notice
of Meeting) are satisfied or where possible waived, the new Seeka Shares will be issued on the
Effective Date.
Terms of Shares The Seeka Shares will be fully paid ordinary shares in Seeka which will have all of the rights
(including voting and dividend rights) of, and rank equally in all respects with, the existing fully
paid ordinary shares in Seeka.
Seeka will take any necessary steps to ensure that the new Seeka Shares are, immediately after
the issue, quoted.

8SEEKA LIMITED | NOTICE OF ASM 2021
APPENDIX – AMALGAMATION PROPOSAL
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 NameDirector's Residential Address
Michael Gilbert Franks62 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.

9NOTICE OF ASM 2021 | SEEKA LIMITED
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

10SEEKA LIMITED | NOTICE OF ASM 2021
(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.

11SEEKA LIMITED | NOTICE OF ASM 2021
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.