Seeka Limited/Announcement
Seeka Limited logo

Seeka announces its 31 December 2022 result

Full Year Results22 February 2023SEKConsumer Staples

1SEEKA LIMITED | ANNUAL REPORT 2021
2022

ANNUAL REPORT

Select excellence
from orchard to market

1SEEKA LIMITED | ANNUAL REPORT 2022
Contents

Welcome to our FY22 Annual Report where we detail how Seeka organises its business

to supply the world with safe, high-quality, New Zealand and Australian fruit.

We report on our financial and operational performance as we work with our

communities to deliver services in a very challenging season. We also update you on

Seeka's environmental, social and corporate governance initiatives as we decarbonise

our business and strive towards our goal to be net zero carbon by 2050.

2 Our produce business

5 Chair and Chief Executive's report

6 Review of operations

7 Group financial performance

8 Orcharding

9 Post harvest

10 SeekaFresh retail services

11 Australia

12 Automation, technology and capacity

13 Sustainability

13 Health and safety

13 Strategy

14 Summary

15 ESG report 2022

27 Financial report

28 Statement of profit or loss

29 Statement of comprehensive income

30 Statement of financial position

31 Statement of changes in equity

32 Statement of cash flows

33 Notes to the financial statements

74 Independent auditor's report

81 Governance

102 Directory

Main contents

The best way to view this integrated report is with Adobe Acrobat Reader.

To navigate, click the section headers listed above. You can also click

any light blue text for direct links to additional information. To return to a

contents page, click the navigation header at the top of each page.

Importing
tropical fruit

from Ecuador

Exporting

Australian kiwifruit

to Asia and Europe

ANNUAL REPORT 2022 | SEEKA LIMITED2

Our produce business

Select excellence from orchard to market

Seeka grows, processes and supplies premium, healthy fruit to domestic and international consumers. We are

founded on kiwifruit and have expanded to be New Zealand and Australia’s largest kiwifruit grower. We also

grow and supply New Zealand kiwiberry, avocados and citrus and Australian nashi, pears and other fruits.

We supply Zespri with premium New Zealand kiwifruit, while also servicing key retail customers in New Zealand, Australia and other

international markets. We also sell fresh produce from our Auckland wholesale market.

We are a large regional employer, operating packing and coolstore facilities in all major kiwifruit and avocado growing regions in New

Zealand’s North Island. Seeka also operates orchard and post harvest facilities in Victoria Australia, with Australians buying Seeka-

supplied fruit all year round.

We focus on supply chain management, and have extended our services to import and condition tropical fruits for New Zealand

retailers, plus we produce and sell avocado oil and the digestive aid Kiwi Crush.

At Seeka, we strive to deliver excellence from orchard to market.

AsiaNew Zealand

Australia

Marketing Seeka avocado

Collaborative marketing

of NZ kiwifruit

Importing tropical fruit

Orcharding

Maturity testing

Post harvest

Export and

domestic

marketing

Ripening and retail

services

Wholesale market

Marketing Seeka NZ

kiwifruit, avocado and

kiwiberry

Growing, and selling

Australian kiwifruit,

nashi, pears and plums

Exporting Australian

kiwifruit to Asia and

Europe

Main contents

3SEEKA LIMITED | ANNUAL REPORT 2022
JANFEBMARAPRM AYJUNJULAUGSEPOCTNOVDEC

KIWIFRUIT PICKING AND PACKING

KIWIBERRY HARVEST AND SALES

AVOCADO HARVEST AND SALESAVOCADO

KIWIFRUIT COOLSTORAGE AND LOADOUT

AUSTRALIAN NASHI AND PEAR HARVEST AND SALES

AUSTRALIAN KIWIFRUIT HARVEST AND SALES

AUSTRALIAN PLUM HARVEST AND SALESPLUM

Our year at a glance

$

348m

Revenue

Up 13

%

on FY21 $310m

$

46.1m

EBITDA

Down 19

%

on FY21 $56.8m

$

548m

Assets

Up 14

%

on FY21 $482m

13cents

Dividends paid FY22

$

6.5m

Net profit after tax

Down 56

%

on FY21 $14.9m

$

19.1m

EBIT

Down 41

%

on FY21 $32.2m

$

147m

Net bank debt

Up

$

46m on FY21 $101m

$

18m

Acquisition of NZ Fruits

42m

Trays of NZ class 1 kiwifruit

packed at Seeka facilities

1600

Hectares of NZ kiwifruit grown

by the Seeka team

3years

of carbon footprint data

published in Seeka's first full

Sustainability Report

6500

People employed in NZ and

Australia to pick, pack and supply

premium Australasian fruit

Main contents

ANNUAL REPORT 2022 | SEEKA LIMITED4
Main contents

5SEEKA LIMITED | ANNUAL REPORT 2022
Dividend distributions were paused while Seeka assessed its

financial position and focussed on prudent financial ratios.

New Zealand national kiwifruit volumes were well down on

expectation from seasonal fluctuations and storm damage

in the Ōpōtiki region. The New Zealand kiwifruit harvest

was then impacted by unusual maturity and poor weather,

especially around the Gisborne catchment, and despite

operating a full harvest season at OPAC, along with the newly

acquired Orangewood and Seeka Gisborne sites, Seeka only

packed 42.0 million class 1 trays of New Zealand kiwifruit in

2022, just 7% more than the 39.2m trays packed in 2021.

Labour availability was very tight and impacted by the surge

in Omicron-related absences. The Group innovated by

redeploying people and using contractors where available.

Loyal personnel worked hard to ensure continuity of

operations.

At one point Seeka was 1,100 people short from having a

full New Zealand seasonal workforce with the shortages

unevenly dispersed across regions and sites. The harvest

was completed with an influx of RSE workers from the

Pacific which added new challenges to accommodate them

and formalise their employment documentation. The cost

of labour also rose significantly as Seeka competed to fully

resource operations. Additional allowances were paid to

seasonal workers in response to the labour shortage.

The new, highly-automated MAF Roda kiwifruit packing

machine commissioned at KKP packhouse was late due to

Covid-19 shipping disruptions. This forced the redirection of

kiwifruit to other packing sites.

Shipping delays disrupted the supply chain to market.

Fruit quality in 2022 was poor, creating pressure on quality

checking as Seeka and the industry strove to deliver excellent

fruit to the market. Kiwifruit is a premium product requiring

careful and deliberate handling through the supply chain.

Early-season industry supply was out of specification

reflecting intense harvest pressures. Lower fruit quality

impacted market returns, which was exacerbated when

Zespri experienced high off-shore fruit loss.

Seeka’s fruit loss at the Ōpōtiki site was significantly higher

than the industry. The company, on behalf of growers,

has lodged an insurance claim for the associated losses in

kiwifruit orchard returns. Acceptance of this claim by the

underwriters is under review.

Seeka Australia managed severe labour shortages and

market disruptions which impacted volumes and returns.

Labour supply has improved, and the business is looking to

lift earnings as Australian orcharding investments mature and

production increases.

Seeka is focussed on the immediate job of optimising its

operations, fully integrating recent acquisitions and improving

financial results in a volatile business environment. This

includes investing in packing automation and additional

coolstorage ahead of the increase in crop volumes, with

automation upgrades completed at Oakside packline 3 and at

Gisborne, and new coolstores built at Transcool.

In June 2022 the Group published its first Sustainability

Report, which alongside the publication of three years of

independently-verified emission measurements, set Seeka’s

target to achieve net zero emissions by 2050, with interim

steps to achieve a 30% reduction on baseline by 2025 and

50% by 2030.

The large Ōpōtiki and Bay of Plenty catchments suffered a

heavy spring frost on 6 October 2022, which significantly

affected some orchards and will lower 2023 crop volumes.

Since Cyclone Gabrielle, Seeka has been inspecting post

harvest sites and supplying orchards to assess the potential

impact on harvest 2023. While no significant damage was

detected at Seeka's facilities, the full impact on crops will

likely remain unknown until the fruit is harvested.

Seeka's core Bay of Plenty kiwifruit growing region was spared

the worst and was not materially impacted. The Hawke’s

Bay, Gisborne, Coromandel and Kerikeri regions had varying

degrees of impact, and approximately 5% of Seeka's kiwifruit

supply is grown in the Hawke's Bay which was worst hit. The

Group will continue to assess the situation and will update the

market if it identifies a material loss.

Harvest 2023 kiwifruit volumes are expected to be lower

than harvest 2022 due to the early season frost, variable bud

break and the cyclone. Seeka's response includes a reduction

to the 2023 capital expenditure programme and reducing

costs in line with the lower crop expectation, with Seeka in a

strong position to handle the 2023 crop.

Dividend

In this challenging environment the Board has determined

that no dividend is payable.

Chair and Chief Executive's report

Welcome to Seeka’s annual report and commentary for the year ended 31 December 2022.

Seeka and its supplying growers experienced a very difficult year. Covid-19, adverse weather events,

extreme labour shortages, packing machine commissioning delays, shipping disruption, lower fruit

yields and poor fruit quality were key challenges. Additionally, lower market returns also impacted

financial performance. Despite these challenges, Seeka delivered $6.5 million profit after tax (2021

$14.9m); lower than target and the prior year, reflecting a difficult season.

Main contents

ANNUAL REPORT 2022 | SEEKA LIMITED6
2022 revenue of $348.4 million was up 13% on the 2021’s $309.6 million. Consolidated earnings before

interest, tax, depreciation and amortisation (EBITDA) was $46.1 million (2021: $56.8m); down 19%.

Profit after tax of $6.5 million compares with $14.9 million in 2021 (down 56%).

Review of operations

Financial

203.7

33.3

6.7

10.0

236.9

34.5

6.9

10.5

251.5

42.9

15.226.6

309.6

348.4

56.8

46.1

14.9

6.5

26.4

19.2

Group revenue

NZD Millions

Group EBITDA

1

NZD Millions

Group net profit after tax

1

NZD Millions

Group comprehensive income

1

NZD Millions

Key financial components of 2022 include:

–$348.4 million revenue (2021: $309.6m); up 13%

–$46.1 million EBITDA (2021: $56.8m); down 19%

–$19.1 million EBIT (2021: $32.8m); down 41%

–$7.6 million profit before tax (2021: $23.5m); down 68%

–$6.5 million profit after tax (2021: $14.9m); down 56%

–$547.9 million of total assets; up 14%

–$147.4 million net bank debt; up 46%

–$150.9 million interest-bearing debt; an increase of

$37.9m from December 2021 after the purchase of

NZ Fruits

–Seeka’s banking syndicate supported Seeka’s strategy

through covenant relief as debt repayment slowed due

to 2022’s drop in profitability

Key operational components include:

–Harvested all kiwifruit, avocado, kiwiberry, nashi and pear

crops in New Zealand and Australia in a very challenging

environment.

–Integration of the new businesses into Seeka; while crop

volumes were below expectation, these businesses are

ready to deliver accretive earnings.

–Publication of Seeka’s first Sustainability Report.

–Excellent kiwiberry harvest and integrated packing

and selling programme in conjunction with Freshmax.

Fifth year of excellent orchard returns to growers which

averaged more than $200,000 per hectare.

–Successful integration of RSE workforce, aided by dealing

directly with the New Zealand Government and working

closely with WorkSafe.

–Forward planning to integrate more RSE workers,

including direct investment in purpose-built

accommodation facilities.

FY18FY19FY20FY21FY22FY18FY19FY20FY21FY22FY18FY19FY20FY21FY22FY18FY19FY20FY21FY22

1. FY18 EBITDA, NPAT and comprehensive income was restated for NZ IFRS 16 Leases.

Main contents

7SEEKA LIMITED | ANNUAL REPORT 2022
Group financial performance

Key indicators

New Zealand dollars ( millions )FY22FY21Change

Total revenue

$ 348.39$ 309.57

13%

EBITDA before impairments and revaluations

$ 46.08$ 56.79

( 19%)

Depreciation expense

$ 16.06$ 15.19

6%

Lease depreciation expense

$ 9.52$ 7.94

20%

Impairments and amortisation of intangibles

$ 1.42$ 1.48

( 4%)

EBIT

$ 19.09$ 32.18

( 41%)

Interest expense

$ 7.20$ 4.08

76%

Lease interest expense

$ 4.29$ 4.61

( 7%)

Net profit before tax

$ 7.59$ 23.49

( 68%)

Income tax charge

$ 1.62$ 7.87

( 79%)

Deferred tax expense

$(0.54)$ 0.77

( 170%)

Net profit attributable to equity holders

$ 6.50$ 14.86

( 56%)

Basic earnings per share ( cents )

$0.16$0.43

( 63%)

Dividends per share paid in the financial year ( cents )

$0.13$0.26

( 50%)

Cash flow from operating activities

$ 12.13$ 41.58

( 71%)

Total assets

$ 547.87$ 482.27

14%

Property plant and equipment

$ 375.79$ 327.83

15%

Net assets

$ 270.94$ 246.49

10%

Net bank debt

$ 147.39$ 100.64

46%

Values may not always sum due to rounding.

Main contents

ANNUAL REPORT 2022 | SEEKA LIMITED8
Orcharding grew 17.0 million class 1 trays of kiwifruit compared to 14.4

million trays in 2021. The Ōpōtiki growing region was hit hard by high

winds and wild weather late in 2021 which reduced the volumes that

Seeka grew in this region by about 2 million trays.

Yields were much lower than expected. The average Hayward yield from Seeka’s

orcharding operations was 9,650 trays per hectare, down 22% on 2021. SunGold average

yield of 12,000 trays per hectare was down 16% on 2021.

Seeka also grew 1.7 million kilograms of avocado (2021: 1.4m kgs) and 116,400 kilograms

of kiwiberry (2021: 140,000 kgs), on orchards which it either owned or managed.

Labour shortages impacted the orchard business, including having to redeploy staff to

keep packhouses operating. Experienced RSE people were also repatriated after having

spent a prolonged stay in New Zealand. While sensible and fair, this resulted in untrained

personnel being deployed to prune orchards, which affected timing. This situation is now

resolved with an increase in the RSE quota alongside the normalisation of international

travel.

2022 orchard operations revenue of $80.5 million only rose $3.4 million on 2021, which

while disappointing, reflects lower yields and market returns. EBITDA was $4.6 million

compared to $5.2 million in 2021, due to lower market returns and higher costs.

Seeka's orchard operations were largely unaffected by the frost event in October 2022.

Seeka continues to actively co-invest in long term orchard developments, and currently

142 hectares of kiwifruit, two hectares of kiwiberry and 16 hectares of avocado are in

development. Fruit volumes from the orchard division are expected to increase as these

orchards mature. Seeka’s strategy is to continue to invest in long term leases to secure

fruit volumes.

Orcharding

Led by GM Orchards Barry Penellum

Revenue

–Leased and long term leased

orchards: costs plus profit share

–Managed orchards: costs plus

management fees

23%

of Group revenue

$

80.5m

Up 4% on

FY21 $77.1m

Assets

–Leased orchards: growing crops

–Long term leased orchards:

developing orchards and growing

crops

15%

of Group assets

$

84.9m

Up 15% on

FY21 $73.7m

Orchard operations span from Northland through the Coromandel, Bay of Plenty, Ōpōtiki and Te Kaha. Orchard operations

include all aspects of growing and harvesting kiwifruit, avocado and kiwiberry on leased, long term leased, and Seeka-owned

orchards. The orcharding business provides comprehensive orchard and vine management services to owners together with

contract work on an as-required basis. The business develops orchards for landowners on contract or under long term leases

and in partnership with iwi.

FY18FY19FY20FY21FY22FY18FY19FY20FY21FY22

10.7

4.2

11.4

5.0

13.0

5.4

14.4

1 7. 0

5.2

4.6

Kiwifruit grown

Millions of class 1 kiwifruit trays

Orchard EBITDA

1

NZD Millions

1. FY18 EBITDA was restated for NZ IFRS 16 Leases.

Main contents

9SEEKA LIMITED | ANNUAL REPORT 2022
Post harvest

Led by GM Post Harvest Paul Crone

Revenue

–Grading and packing service fee

per unit handled

–Coolstorage and loadout fees

Assets

–11 packing facilities with

15 graders

–Coolstores

–VLS laboratories

Post harvest operates eleven packhouse facilities along with a network of cool stores. These packhouse facilities pack, cool

and dispatch all produce from our orcharding operations and from our independent growers along with packing citrus and

persimmons on contract for external marketers.

Post harvest packed 42.0 million class 1 trays of kiwifruit, above

last year's combined 39.2 million trays (including 3.5m trays

OPAC). Hayward volumes were down 21% and SunGold volumes

up 36%, both significantly impacted by yield reductions despite

the additional fruit provided from the three acquisitions.

Fruit loss was higher across the kiwifruit industry, and the Seeka OPAC site

delivered very high fruit loss. This is under investigation and Seeka has lodged an

insurance claim on behalf of growers.

The cost of labour increased as the Group competed in a tight labour market

amid Covid-19 disruption. The compliance requirements to meet demanding

market requirements also added cost pressure. Packing operations peaked with

the Omicron wave, and post harvest had to manage severe shortages. Seeka

expects the labour market to improve in 2023 aided by the increase in RSEs and

normalisation of travel.

In addition to packing avocado and class 2 kiwifruit for the SeekaFresh marketing

programmes, Seeka also packed 14.9 million kilograms of citrus and 5.2 million

kilograms of persimmons on contract for third party marketers.

Post harvest revenue of $233.8 million was up from last season (2021: $195.9m)

reflecting the recent acquisitions and price increases. EBITDA for the twelve

months was $59.0 million compared to $61.6 million in 2021, reflecting higher

labour costs to ensure continuity of operations.

With the completion of the KKP and Transcool upgrades, along with automation

upgrades at NZ Fruits and Oakside, Seeka is well positioned to handle 2023

kiwifruit volumes, with the capacity to pack more fruit using significantly less

labour.

FY18FY19FY20FY21FY22FY18FY19FY20FY21FY22

30.0

3 7. 2

32.8

41.0

31.8

41.9

39.2

42.061.6

59.0

Kiwifruit packed

Millions of class 1 kiwifruit trays

Post harvest EBITDA

1

NZD Millions

67%

of Group revenue

$

233.8m

Up 19% on

FY21 $195.9m

66%

of Group assets

$

360.4m

Up 14% on

FY21 $316.1m

1. FY18 EBITDA was restated for NZ IFRS 16 Leases.

Main contents

ANNUAL REPORT 2022 | SEEKA LIMITED10
Revenue was down 12% to $19.1 million as seasonal variations in

fruit volumes and quality slowed sales. This flowed through to a

lower EBITDA of $0.8 million (2021: $2.3m) as Covid-19 continued

to disrupt supply logistics and added costs.

Weather disruptions slowed the 2022/23 avocado programme and impacted

yields along with the volume sold before year end. Export sales prior to Christmas

were also restrained by weak Australian pricing, with a higher percentage marketed

to New Zealand retail and wholesale.

Lower volumes and early-season quality issues also impacted revenue from the

SeekaFresh kiwifruit sales programme into New Zealand and Australia, and the

Group's collaborative marketing programme into Asia.

SeekaFresh tropical fruit import and ripening services, along with kiwiberry sales,

the Auckland wholesale market and Kiwi Crush operations, responded to the

challenges and opportunities of 2022, and continued to make a contribution to

Group earnings.

SeekaFresh retail services

Led by GM Supply and SeekaFresh Kate Bryant

SeekaFresh retail services includes the supply, export and sale of avocado, 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.

Revenue

–Sales commission

–Service fee for imported fruit

–Processing fees

Assets

–Auckland and Christchurch

service facilities

–Te Puke processing facility

FY18FY19FY20FY21FY22FY18FY19FY20FY21FY22

39.9

2.3

49.2

1.7

63.9

3.068.0

54.4

2.3

0.8

SeekaFresh retail services turnover

NZD Millions

SeekaFresh retail services EBITDA

1

NZD Millions

5%

of Group revenue

$

19.1m

Down 12% on

FY21 $21.6m

2%

of Group assets

$

11.5m

Down 2% on

FY21 $11.7m

1. FY18 EBITDA was restated for NZ IFRS 16 Leases.

Main contents

11SEEKA LIMITED | ANNUAL REPORT 2022
10%

of Group assets

$

54.5m

Up 14% on

FY21 $47.7m

4%

of Group revenue

$

14.0m

Up 1% on

FY21 $13.9m

Australia

Led by GM Australian Operations Jonathan van Popering

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.

Revenue

–Fruit sales

Assets

–160 hectares of owned orchards

and crop

–114 hectares of kiwifruit on long-

term leased orchards

–Packhouse and coolstores

Seeka’s Australian business was affected by Covid-19. The

business adapted well under local management and delivered

satisfactory results in challenging conditions.

Labour was very short, and there was continuing market disruption through

lockdown events in Australia. The Australian team innovated to complete 2022

on-orchard work and used post harvest automation to deliver customers excellent

service and produce, despite supply chain disruptions.

Australian kiwifruit yields were 15% lower, mainly due to 2021 labour shortages

which contributed to the late completion of orchard work. This has been rectified

and the orchards are well prepared for harvest 2023, which will include the first

crops from new developments.

Markets were strong in 2022 for Seeka's Australian-grown produce with good

pricing and demand across all categories.

Total revenue of $14.0 million is in line with 2021. EBITDA of $1.0 million is down on

2021’s $1.6 million.

FY18FY19FY20FY21FY22FY18FY19FY20FY21FY22

5.6

(0.1)

4.2

(0.6)

4.4

7. 4

5.0

4.9

1.6

1.0

Seeka Australia volumes handled

Thousands of tonnes handled

Seeka Australia EBITDA

1

NZD Millions

1. FY18 EBITDA was restated for NZ IFRS 16 Leases.

Main contents

ANNUAL REPORT 2022 | SEEKA LIMITED12
Automation, technology and capacity

Seeka has undertaken numerous automation trials and assembled the best and latest

packing equipment in the KKP packhouse.

The eight-lane MAF Roda includes fully automated delivery of packaging and automated packing stations,

resulting in a very low labour demand. While it missed the 2022 commissioning date due to supply chain

disruptions, the packline is now installed and fully commissioned for harvest 2023.

Seeka has invested in further automation enhancements at Oakside in the Bay of Plenty, and at Seeka Gisborne.

The Oakside investment includes Spectrim grading and pre-sizing on machine 3, which will substantially reduce

labour demand and lift machine throughput. The Gisborne investment includes automation of the placement and

stacking of fruit post-packing on pallets. It removes labour and a processing bottleneck. Throughputs and operating

hours at Gisborne are set to increase with automation reducing the associated labour demand.

Seeka continues to consider forward capacity, balancing likely crop volumes against the post harvest capacity. The

efficient packing and coolstorage of kiwifruit as close as possible to its optimal maturity, sets the base to deliver

high-quality fruit to the markets.

The industry is anticipating a large increase in SunGold volumes in the coming seasons. There is also a growing

sentiment among the growers that the harvest must be completed earlier in the season. Both factors require

continuing consideration of investment in packing automation and storage capacity.

Seeka, with the investments outlined, has sufficient capacity to handle the forecast crop volumes for 2023 and

is considering the volumes and options for 2024 and beyond. The company has reviewed its five year capacity

plan, and as a result has adopted a staged automation pathway and understands the options to address capacity

pinch-points.

Main contents

13SEEKA LIMITED | ANNUAL REPORT 2022
Seeka has released its first Sustainability Report; an important milestone in Seeka’s

sustainability journey. It details the founding of the sustainability team through to

the verification of three years of carbon emissions data and the establishment of our

commitment to reduce our impact on the environment.

As a result of these initiatives, Seeka has held its level of carbon emissions reasonably constant even though the

Group has grown. It is our commitment to reduce our carbon emissions from our 2019 base year by 30% by

2025, 50% by 2030 and to be net carbon zero by 2050.

Achieving these goals will include removing harmful refrigerants by limiting equipment leaks, switching to

low emission vehicles and an increasing investment in solar power. The Group has made good progress in

understanding sustainability and our impact on the environments we operate in.

Health and safety

The continuing shortage of labour heightens the safety risk as

the Group strives to deliver service to its grower customers.

Seeka people have worked hard, in stressful circumstances, with the added

anxiety of Covid-19. Seeka took all efforts to ensure that we kept our people

safe and have continued to invest in their safety. Sites were effectively locked

down to minimise the chance of spreading illness between operations. Support

staff were required to work from home and the business pivoted to remove

face-to-face meetings.

The focus continues on physical safety with ongoing emphasis on barriers

and guarding. Disappointingly Seeka had one serious harm injury at the

Orangewood site. In that incident a person fractured their arm when their clothing got caught in a drive shaft

while repacking fruit after the completion of harvest. It is disappointing given the significant effort and focus on

safety throughout the Group and particularly through the heavy pressure of harvest.

Strategy

The Group continued to enact its strategy and concentrated on operational excellence. Seeka

undertakes disciplined planning to ensure each harvest and all operations are well executed,

and that we have the necessary capacity and that we pay attention to keeping people safe,

while considering the financial attributes and contingency plans.

The Group continues to implement and trial automation technologies to improve efficiency, remove labour and

improve fruit quality. Seeka also concentrates on supply chain efficiency wherever it operates an integrated supply

service to the market or customer.

Seeka has focussed on integrating and optimising the newly-acquired operations from its growth strategy. Seeka

predominantly operates in the horticultural industry and therefore operates in a seasonal environment. While

2022 yields were below normal and fruit quality was challenging, we expect these fluctuations to normalise

following what will be a weather-impacted 2023 harvest.

Seeka has progressed its people and capability initiatives, made pleasing progress with its drive to understand

and be more sustainable as a business, and maintained financial capability to invest and to deliver future earnings

growth. The Group continues to concentrate on its foundation through disciplined planning.

Sustainability

FY22 health and safetyActualsTarget

Lead performance

Health and safety meetings

93%90%

Lag performance

Total recordable injury frequency

2.75

Below

4.5

Lag performance

Serious injuries

1Zero

Main contents

ANNUAL REPORT 2022 | SEEKA LIMITED14
Seeka's people have excelled in a difficult harvest across Australia and New

Zealand. They have adapted, innovated and strived through a challenging year.

Dedicated key staff across the Group worked hard to deliver a continuous service to growers and

Seeka's market partners. Our people continue to make Seeka an inspiring produce company to

work for and are celebrated for their efforts.

Harvest 2022 kiwifruit yields were down across the industry, impacting the potential revenues

from the Group's core post harvest business. Kiwifruit storage performance, both onshore and

offshore, further impacted returns to New Zealand orchard operations.

The Group has reviewed its supply chain operations from the orchard to loadout, and is focussed

on achieving excellence in fruit handling in 2023. Seeka is anticipating an improved labour supply

with a large increase in RSE workers from the Pacific, and a normalisation of public health both in

New Zealand and Australia.

The completion of automation projects at KKP and Oakside in the Bay of Plenty, and at Seeka

Gisborne, will both lift post harvest capacity and improve fruit handling, while significantly

reducing the demand for packhouse labour.

Seeka has the capacity, systems and personnel to deliver an excellent operational performance in

2023, and is considering options to build capacity as New Zealand kiwifruit volumes continue to

grow. The range of complementary fruits grown, handled and marketed by the Group continues to

grow, and will deliver incremental returns to shareholders.

As Seeka expands its operations, we continue to focus on delivering a sustainable business, and

are implementing a range of carbon-reduction initiatives as we work towards becoming net zero

carbon by 2050.

We value the communities we operate in, and thank our loyal growers, workforce and shareholders

for their ongoing support.

Fred Hutchings Michael Franks

Chair Chief executive

Summary

Main contents

15SEEKA LIMITED | ANNUAL REPORT 2022
Seeka is creating a sustainable future for the environment, employees, suppliers,

customers, and shareholders as we work to grow, pack, store and supply fresh and

healthy produce to the people of the world.

From eastern Tairāwhiti Gisborne to the north in Kerikeri, and across to Shepparton,

in Victoria Australia, Seeka works with the land and its people to produce high-

value nutritional fruit. By focussing on regenerative horticulture, Seeka is working to

enhance biodiversity and create long-term wealth and employment.

As well as stewarding the land, Seeka adds to the social capital of rural communities. In 2022, Seeka

employed 804 permanent and more than 5,700 seasonal workers, 1,200 of which were RSEs from the

Pacific. Working with landowners, Seeka is converting land into profitable and sustainable orchards. As

productivity grows and new horticultural regions are created, Seeka is instrumental in stimulating local

economies and creating new employment opportunities.

Since 2019, Seeka has been measuring and verifying its carbon footprint, and in 2022 set its target to

be net zero carbon by 2050. To progress its strategy, Seeka is reducing its carbon-intensive operations

and collaborating with supply chain partners to achieve a stepped set of interim reduction targets. Gains

include improved energy efficiency, new solar power installations, switching to low emission vehicles, and

the diversion of organic waste to Seeka’s own worm farm.

As operations are exposed to weather and the effect of climate change, in 2022 Seeka reassessed climate

risks and adopted the XRB Climate Related Disclosure Framework to help build resilience and improve

Seeka’s adaptability,

ESG report 2022

Main contents

ANNUAL REPORT 2022 | SEEKA LIMITED16
Climate-related disclosures

Governance

Seeka’s Board is responsible for ensuring Seeka meets its obligations under environmental, social

and governance principles. The Board has delegated oversight of these activities to its Sustainability

Committee.

The Sustainability Committee, comprised of three Board members, provides strategic guidance and

feedback on Seeka's sustainability framework. The Committee oversees the establishment of reduction

targets, footprint measurements, performance monitoring, and the assessment of the potential impacts

and opportunities of a changing climate.

The Sustainability Committee has reviewed Seeka’s climate-related risks and opportunities, and oversees

Seeka’s carbon reduction strategies and projects, including climate risk mitigation and adaptation

planning.

Environmental report

Seeka's aim is to be an industry leader, transparently reporting its environmental impact along with the

opportunities and risks associated with climate change.

Climate change is an active risk, impacting the yield, quality, and marketability of the produce Seeka

grows and handles. By disclosing climate-related risks, stakeholders can see how Seeka is flexing business

activities and operations to mitigate environmental risks and embrace new opportunities.

Seeka is committed to advancing regenerative horticulture practices with Seeka's research and

development team conducting environmental trials to better understand the impact of orchard inputs

such as sprays, fertilisers, and irrigation. The resulting knowledge leads to more sustainable on-orchard

practices that are shared with our growers.

Seeka has analysed all business operations to identify and understand the production inputs, how they

flow through the business, and the waste outputs that impact the environment. Seeka is working to

transition to a regenerative model whereby waste is circulated back into operations, to reduce Seeka’s

environmental impact.

Sustainability reporting

In June 2022, Seeka released its first comprehensive Sustainability Report which outlines its journey to

be a leader in sustainable horticulture practices and build long-term employment in rural communities.

Sustainability is central to Seeka’s business and lies at the heart of the brand value Growing Futures.

Seeka has measured, validated, and reported its carbon footprint since 2019, and in June 2022 Seeka set

its goal to be net carbon zero by 2050. Seeka’s annual Sustainability Reports will update stakeholders

on Seeka’s progress towards its environmental, social and governance goals, including climate risks and

opportunities, along with potential impacts, mitigation, and adaptation strategies. Seeka's reports will

align with the XRB’s climate related disclosure requirements.

Main contents

17SEEKA LIMITED | ANNUAL REPORT 2022
Climate change risk and opportunity analysis

New Zealand and Australia are expected to experience more extreme weather events, including high-intensity rainfall, higher sea levels,

less winter chilling, higher average temperatures, and more extreme-heat days. To build resilience, Seeka has identified its climate

change risk, impact, and adaptability, and is working to develop an adaptation plan to manage risk.

Transitional risks

Risks and opportunitiesImpactResponse

Regulatory changes

restrict chemical

applications for pest

control and crop

maintenance.

By controlling pests and disease, chemical inputs

improve fruit quality and yield.

The chemical Hi-Cane improves kiwifruit yields

by promoting uniform budbreak and flowering.

Removing Hi-Cane without finding a viable

alternative would disrupt the uniformity of fruit

maturity resulting in lower yields, quality issues

and subsequently increased food waste.

High R&D cost to find alternative chemicals.

Active involvement in industry associations, including KGI, ISG and

KSG, regional councils, government and regulators.

Research and development focused on sustainable chemical

alternatives and reduced chemical input, while achieving consistent

quality and yields. It is anticipated that Hi-Cane will be phased out

over the next ten years as viable alternatives are developed and

deployed.

Adopt regenerative horticulture practices, improve biodiversity, and

encourage beneficial insects and planting.

Changing consumer

preferences and new

market restrictions.

Consumer concerns including carbon outputs,

chemical inputs, pests, and diseases may impact

orcharding practices, chemical use and carbon

footprints.

Decarbonise our supply chains through collaboration, innovation,

and smart purchasing decisions.

Progress integrated pest management strategies and develop smart

spray plans.

Adopt regenerative horticulture practices to reduce synthetic

chemical inputs.

Respond to market trends.

Research and development into sustainable chemical alternatives

Regulations restrict

orchard water

availability.

Temperature increases may increase demand

for irrigation, which coupled with tighter water

restrictions could stress orchards, impacting

plant health and yields.

Develop farm environmental plans that encourage location-specific

management practices.

Improve irrigation infrastructure to ensure water resources are

applied when and where needed without waste.

New developments must be able to access water or have on-site

water storage.

Harvest rainwater.

Utilise regenerative horticulture practices to improve soil health and

water retention.

Research and development focused on drought resilience.

Introduction of market

mechanisms add

new costs for carbon

and environmental

externalities.

The cost of carbon being priced into commodities

such as fuel and fertiliser. Seeka is exposed to

price increases until low-carbon alternatives are

available.

Rising demand for carbon neutrality is increasing

the cost of carbon offsets.

Seeka has set 5, 10 and 30 year targets to progressively reduce its

carbon footprint.

Understand scope-3 emissions and work with suppliers to measure

and reduce their carbon footprints.

Develop a procurement strategy that values low carbon products

and services.

Invest in lower carbon technology, such as solar energy, LED lighting,

and low-emission vehicles.

Transition to refrigerant gases with zero global warming potential.

Main contents

ANNUAL REPORT 2022 | SEEKA LIMITED18
Physical risks

Risks and opportunitiesImpactResponse

Risk to fruit yields and

quality from extreme

weather events.

Heavy rain, flooding, frost, hail, high winds, heat

waves and fire can physically damage plants and

fruit, and impact fruit quality and storability.

Extreme weather events such as high winds and

flooding could damage post harvest facilities.

Geographic spread of orchards distributes the risk from extreme

weather events.

Invest in crop protection measures, such as irrigation, fans,

protection, shelter belts, and hail netting.

Improve biodiversity and natural resilience through regenerative

horticulture practices.

Avoid orchard development on land vulnerable to climatic impacts

such as steep slopes and low-lying coastal areas.

Consider flood plains, water supply and free drainage when

developing new orchards and post harvest facilities.

Improve weather forecasting and response planning.

Develop innovative crop protection solutions.

Genetic and variety diversification.

Risk to fruit yields and

quality from higher

average temperatures.

Warmer winters reduce kiwifruit bud break and

yields, and increase the reliance on chemical bud

enhancers.

Warmer winters increase pest pressure.

Higher temperatures impact water quality and

availability, raise drought conditions, and degrade

soil quality and biodiversity.

Warmer temperatures may increase energy

demand to cool fruit. Cooling warm fruit can

damage fruit cell structures and impact storage

quality.

Increase the geographical spread of orchards.

Develop farm environmental plans to provide locally relevant

adaptation strategies.

Improved weather forecasting and response planning.

New developments must have access to water or on-site water

storage.

Actively engage in orchard water management and invest in efficient

irrigation and fertigation technologies.

Monitor and improve waterways, biodiversity, and natural ecosystem

services.

Investigate rainwater harvesting for irrigation.

Industry collaboration to develop resilient orcharding practices and

crops.

Unseasonal weather

events impact crops and

disrupt harvests.

Plants use the cycle of seasons to time growth,

flowering and fruit development, with the

industry matching on-orchard work and the

fruit supply chain to best fit historical seasonal

weather patterns.

Climate change may impact plant health plus

crop quality, yield and timing.

Adapt orchard and post harvest practices to changing seasons.

Improve seasonal weather forecasting and response planning.

Improve weather-event protection measures, such as irrigation and

frost fans.

Diversify crop types and variety.

Risk to fruit yields

and quality from new

pests and diseases or

increased presence

of existing pests and

diseases.

Higher temperatures may support the

introduction of new pests and diseases.

Warmer, wetter conditions may support higher

populations of existing pest species.

Adapt orcharding practices to monitor and control pests and

diseases.

Geographic spread of orchards distributes the risk and allows for

targeted responses.

Improve orchard shelter protection.

Diversify crop types and variety.

Monitor bio-security controls on disease and disease vectors.

Introduce beneficial insects and plants to combat pests and

disease.

Research and develop better biological and chemical controls.

Rising sea levels.Higher sea levels may raise the water table,

reduce drainage, and increase ground water

salinity.

Unprotected coastal orchards may have a higher

risk of coastal erosion.

Establish a minimum altitude for new orchard developments.

Supply freshwater for orchards close to sea level.

Create orchard transition plans.

Main contents

19SEEKA LIMITED | ANNUAL REPORT 2022
Opportunities

Risks and opportunitiesImpactResponse

Consumer demand for

sustainably produced,

healthy foods increases

demand for Seeka-

handled fruit.

Stronger product demand and new markets.Ensure Seeka is an industry leader in carbon reporting.

Achieve carbon reduction targets.

Work with industry and suppliers to reduce the supply chain carbon

footprint.

Green financing for low-

carbon developments.

Lower economic cost of carbon reduction and

sustainability programmes.

Engage with lenders of sustainability-linked loans.

Investigate grants for carbon reduction and low-carbon technology.

Higher soil CO2 levels

improve plant water

use.

Orchards require less water.Understand soil carbon and water storage capacity.

Establish orchard management practices that best capture carbon in

the soil.

Climate change opens

new growing regions.

Global warming may allow productive orcharding

in colder regions.

Track and forecast new orcharding regions and match suitable fruit

varieties.

Leverage experience in handling multiple varieties in different

regions.

Adapt orchard practices.

Main contents

ANNUAL REPORT 2022 | SEEKA LIMITED20
Seeka's absolute carbon footprint

Seeka's carbon footprint is calculated using ISO 14064-1: 2018 - Greenhouse gases and independently verified by Toitū Envirocare.

Annual CO2e footprint, 2019 to 2021

Absolute carbon footprint in tonnes CO2e


19,504

19,220

19,864

Category201920202021Emissions

1

4,0513,8033,900

Direct emissions controlled by Seeka

2

3,9733,6964,487

Indirect emissions from purchased electricity

3

4,0694,4523,987

Indirect transport emissions from Seeka's supply chain

4

7,4117,2697,490

Other indirect emissions from Seeka's supply chain

Total

19,50419,22019,864

Intensity-based performance indicators

Seeka is in a fast-growing industry. While it is important to report our absolute carbon result, as an expanding business it is

equally important to report our efficiency gains. To capture performance gains while our business continues to grow, our total

emissions are being benchmarked against three intensity-based measures:

–Revenues generated by Seeka - tonnes CO2e per $1,000,000 revenue

–Fruit handled by Seeka - tonnes CO2e per 100,000 class 1 trays packed

–Time invested to grow, handle and sell crops - tonnes CO2e per permanent employee

82.3

76.5

64.2

46.1

41.5

29.9

58.2

5 7. 6

50.7

201920202021201920202021201920202021

Per 100,000 class 1 trays packed

Tonnes CO2e

Per permanent employee

Tonnes CO2e

Per $1,000,000 revenue

Tonnes CO2e

$

1m

Main contents

21SEEKA LIMITED | ANNUAL REPORT 2022
Carbon reduction targets and initiatives

In June 2022, Seeka published its ambition to be net zero carbon by 2050, and set performance milestones for 2025 and 2030.

Absolute and intensity-based carbon reduction targets

for categories 1 and 2 starting from 2019 baseline

Reduction

30%

50%

Net Zero

Carbon

Reduction

2025

2030

2050

Carbon reduction initiatives

By measuring its carbon footprint, Seeka has been able to identify carbon intensive operations and develop initiatives to reduce

Seeka's total footprint.

Initiatives to achieve targets

for categories 1 and 2

1000kW

75% by 2030

Solar

Fleet Fuel

Percentage of total fleet either

low or zero emissions vehicles

2025 = 15%

2030 = 25%

Reduction in fugitive emissions

leaks based on 2019 levels

Down 50% by 2025 and

&

of solar installed by 2025 (already

at 446kW).

3000kW by 2030

Refrigerants

Main contents

ANNUAL REPORT 2022 | SEEKA LIMITED22
Hybrid vehicle fleet

To facilitate the transition to low carbon

transport, Seeka has installed two 7kW electric

vehicle chargers at Seeka 360 Head Office.

New low-carbon options are being added to

Seeka’s owned and leased vehicle fleet which

currently operates ten hybrid vehicles.

Seeka’s 2023 goals are to grow its electric

vehicle charging network and the percentage

of low-carbon vehicles.

Worm farm

In 2022, 50 tonnes of organic post harvest

waste was diverted from landfill to Seeka’s

worm farm. Nutrient-rich organic soil

conditioner recovered at the worm farm

is recycled back to Seeka orchards in a

regenerative process.

Seeka’s 2023 goals are to maximise worm farm

waste recovery and trial alternative organic

waste inputs, and investigate applying circular

waste management to other areas of the

business.

Solar energy

In 2022, Seeka had 446kW of solar installed

across its Australia and New Zealand sites

which produced more than 400MWh of

renewable energy; enough to power an electric

car 66 times around the earth. Seeka’s post

harvest facilities have large roof spaces suitable

for solar. While reducing Seeka’s carbon

footprint, Solar also mitigates the cost of grid

energy price increases.

Seeka’s 2023 goal is to progress solar to

achieve 1000kW of installations by 2025.

LED lighting and sensors

In 2022, Seeka added more LEDs and motion

sensors to its large post harvest sites. These

new LEDs use up to 70% less power than

existing fittings. Stage one of Seeka’s roll out is

expected to save nearly a million kWh annually.

Seeka’s 2023 goals are to explore daylight

sensors, and continue installing LED lighting

and motion sensors.

Waste management

In 2022, Seeka introduced soft plastics

recycling at Seeka 360 Head Office to reduce

waste going to landfill. On orchard, Seeka

recycled strings from more than 100 hectares

of kiwifruit vines, which are recycled into useful

agricultural products.

Seeka’s 2023 goals are to extend soft plastic

recycling to regional operations, and work with

our supply chain and waste service providers

to promote closed-loop waste systems.

Regenerative horticulture

Regenerative horticulture builds natural

resilience into our orchards. In 2022, Seeka

promoted sward growth, beneficial plantings,

mowing practices that reduce weed sprays,

supported organic orcharding, reduced use

of synthetic nitrogen fertilisers, protected

sensitive environments with riparian plantings,

and continued research on optimising soil

health to improve carbon and water storage.

Seeka’s 2023 goals are to expand regenerative

horticulture, and share findings with the

grower community.

Zero GWP refrigerants

In 2022, Seeka upgraded Transcool coolstores

with a new zero-carbon refrigeration system. By

replacing legacy coolstores with high-efficiency

rooms and ammonia coolant systems, Seeka is

progressing its commitment to achieve a 50%

reduction in harmful coolant leaks from the

2019 baseline.

Seeka’s 2023 goal is to further improve

refrigerant leak detection and repair systems.

Packaging and waste

Seeka is moving the fresh produce industry

towards a circular economy using low-impact

packaging and is working with experts to

introduce new technology and materials to the

logistics processes.

Seeka’s 2023 goals are to progress packaging

innovation and align operations with the New

Zealand Government’s ban on plastic products.

LED

Sustainability projects 2022

Seeka's 2022 carbon reduction initiatives have delivered sustainability gains, and form a base for further developments in 2023.

Main contents

23SEEKA LIMITED | ANNUAL REPORT 2022
Social report

Seeka’s responsibility to support employees, growers and our communities is a core business focus. With "Select Excellence", Seeka

strives to continually improve our performance for stakeholders and deliver an excellent service that supports prosperous communities.

Supply of healthy nutritious fruit

InitiativeDescriptionAchievements

Producer and supplier of

healthy fresh fruit and

vegetables.

Seeka produces and supplies nutritious fruit

and vegetables which are high in vitamins,

antioxidants, minerals and fibre to help support

the healthy lifestyles of New Zealanders and our

global customers.

Seeka's New Zealand product lines include kiwifruit, kiwiberry and

Hass avocados, with the new Gem avocado variety in development.

In Australia Seeka is that country’s largest producer of Hayward

kiwifruit and nashi, and produces a range of pears, dates and plums.

Kiwi Crush.Kiwi Crush is recovered from fresh kiwifruit that

are not suited for consumer sales.

Seeka's DNFC facility produces Kiwi Crush which

functionally benefits digestion.

Sold direct to consumers and DHB inpatient

facilities, Kiwi Crush helps people with mobility

and health issues.

Seeka’s new freeze dried Kiwi Crush Gold

provides the recommended daily intake of

vitamin C per serve.

Supplying residential care units, oncology units, and all main DHBs.

Consistent orders with positive feedback from clinicians and

patients.

Healthy gut support and laxative alternative where commercially

prepared medications are not recommended.

Kiwi Crushies.Supply through school catering services, Kiwi

Crushies are a low-sugar option for healthy

eating in schools, and provide a healthy option for

fundraising sales.

Supplying a low-sugar ice block option that complies with school

healthy eating guidelines. Lower in sugar and free of additives,

preservatives, and artificial colours.

Avocado oil.Avocados not suitable for market sales are milled

to recover virgin avocado oil.

Produce and supply healthy food grade oil that is rich in healthy fatty

acids and a good source of vitamin A and E.

Reducing our organic waste by recovering avocado oil from avocados

not suitable for direct sales.

Main contents

ANNUAL REPORT 2022 | SEEKA LIMITED24
People and community

InitiativeDescriptionAchievements

Employee assistance

programme (EAP).

Seeka subscribes to EAP Services who provide a

free professional and confidential support line to

staff in need of assistance. This service extends

to various issues our people, or their families,

may face at home or at work.

In 2022, the EAP service was available to all Seeka staff.

Health insurance.All permanent staff are provided with health and

life insurance.

Health, life and trauma insurance available to 804 fulltime

employees in 2022. Discounted health insurance rates extended to

family members.

Sponsorship of

community and

sporting groups.

Seeka supports our people and communities.Provided $320,834 in donations in 2022, see page 25 for the

full list of organisations and events.

GRASP commitment to

worker health, safety

and welfare.

GLOBALG.A.P.Seeka 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.

Seeka cadet

programme.

The Seeka cadet programme supports the

development of skills, growth and understanding

within orchards and provides a full overview of

the industry over a three-year period.

Supported six new cadets into the workforce in 2022. Seeka's 2022

cadets will be starting their horticulture level 3 certificates, with

two cadets fast tracked through Toi Ohomai Level 4.

Seeka's cadet programme has a clear progression towards

leadership, and many cadets are achieving their goals and moving

into supervisory roles.

Collaborative

partnership with Māori.

Māori are major kiwifruit growers, and

Seeka supports their communities through

employment and orchard development.

Seeka fosters healthy communities and provides economic

opportunities to many Māori entities.

Seeka is investing in the long term welfare of Māori land, with over

75 hectares in development in partnership with Māori.

Local employment

initiatives in

collaboration with

MSD, MPI, Te Arawa

and Ngāti Hine.

Seeka is engaged in a joint training initiative with

the Ministry of Social Development, the Ministry

of Primary Industries, Te Arawa and Ngāti Hine.

This training initiative comes with an offer of

full-time employment. Training is focussed on

developing fundamental skills required to fill

current openings in the horticulture industry.

In 2022, Seeka trained all new seasonal staff to operate safely and

efficiently within the kiwifruit industry.

During the season Seeka worked with local employment agencies

to provide transport and work opportunities to more than 40

people in search of work.

Seeka's training initiatives get people back into the workforce.

RSEs

InitiativeDescriptionAchievements

AccommodationSeeka arranges accommodation for all RSEs

and ensures these facilities are at an acceptable

standard, as audited by Immigration New

Zealand.

In 2022, Seeka's RSE accommodation facilities were all approved

by Immigration New Zealand.

Pastoral care.Seeka employs seven pastoral carers to facilitate

RSE health and wellbeing during their stay in New

Zealand.

In 2022, Seeka's pastoral carers supported 1,200 RSEs, with 900 in

country at any one time.

Supporting RSEs and

their families.

Seeka highly values RSE workers from the Pacific

and Malaysia. Many RSEs return year after year

and have become an integral part of the Seeka

team.

In 2022, Seeka employed RSEs from Kiribati, Malaysia, Solomon

Islands, Samoa, Tonga and Vanuatu.

Main contents

25SEEKA LIMITED | ANNUAL REPORT 2022
Sponsored organisations and events 2022

Ashbrook School

Auckland Rescue Helicopter Trust

Autism NZ

BOP Dragon Boat Club

BOP Rugby Union

BOP Symphonia

Citizens RSE Te Puke

Eastbay REAP

Eastern District Rugby & Sports

Fairhaven School Fundraising Association

Gisborne Tairāwhiti Rugby League

Gisborne Young Grower of the Year

Hauraki Waka Ama Club

Heart Kids

Katch Katikati Incorporated

Katikati Cricket Club

Katikati Hockey Club

Kerikeri Cricket Club

Kerikeri High School

Kerikeri Rugby Football Club

Kids Foundation

Lion Club Tauranga

Lions Club Katikati

Lions Club Gisborne

Made in Te Puke Trust

Matakana Island Rugby Team

Motu Trails

Mt Maunganui Bridge Club

Mums4mums Charitable Trust

Ngamuwahine Trust

Ngāpuhi Iwi Social Services

New Zealand Frisbee team

Omanu Golf Club

Ōpōtiki College

Ōpōtiki Golf Club's Matariki Golf Tournament

Ōpōtiki Surf Life Club

Otamarakau School

Our Kerikeri Community Charitable Trust

Paengaroa School

Pongakawa School

Purangi Golf & Country Club

Radio Lollipop for Children in Hospital

Rotary Club Katikati

Rotary Club Papamoa

Rotoiti Fishing Club

Tauranga Intermediate

Tauranga North Tai Mitchell

Te Aranui Youth Trust

Te Kura Mana Māori o Maraenui

Te Puke Agriculture & Pastoral Association

Te Puke Boys & Girls Agricultural Club

Te Puke Bridge Club

Te Puke Community Patrol

Te Puke Cricket Club

Te Puke Events and Promotions Group

Te Puke Golf Club

Te Puke High School

Te Puke Intermediate

Te Puke Pony Club

Te Puke Smallbore Riffle Club

Te Puke Sports & Recreation Club

Te Puke Squash Club

Te Puke Tai Mitchell

Te Puke Tennis Club

Te Ranga School

Te Rūnanga o Ngāti Ranginui

The Going Bananas Show

The Job Agency

The Kids Foundation

Tia Marae Charitable Trust

Toi Kai Rawa

Top Energy Far North Science

Te Puke Volunteer Fire Brigade

Waerenga-A-Hika Squash Club

Waihau Bay Sports

Western Bay Heritage Trust

Western BOP Cricket Association

Young Fruit Growers

Zespri AIMS Games

Main contents

ANNUAL REPORT 2022 | SEEKA LIMITED26
Main contents

27SEEKA LIMITED | ANNUAL REPORT 2022
28 Statement of profit or loss

29 Statement of comprehensive income

30 Statement of financial position

31 Statement of changes in equity

32 Statement of cash flows

33 Notes to the financial statements

Financial report

Main contents

ANNUAL REPORT 2022 | SEEKA LIMITED28
Statement of profit or loss

For the year ended 31 December 2022 - Audited

The accompanying notes form an integral part of these financial statements

New Zealand dollarsNotes

2022

$000s

2021

$000s

Revenue

3

348,387 309,569

Cost of sales

4

280,078 236,337

Gross profit

68,309 73,232

Other income

3

755 8,446

Share of profit of associates

24

1,154 236

Other costs

4

24,139 25,124

Earnings (EBITDA)

1

46,079 56,790

Depreciation expense

10

16,055 15,185

Lease depreciation expense

13

9,516 7,943

Impairment of property, plant and equipment

10

144 1,188

Impairment of biological assets

191-

Impairment of intangible assets

11

681 -

Amortisation of intangible assets

11

406 294

Earnings (EBIT)

2

19,086 32,180

Interest expense

7,204 4,082

Lease interest expense

13

4,289 4,610

Net profit before tax

7,593 23,488

Income tax charge

6

1,624 7,865

Deferred tax (benefit)

7

( 535) 763

Total tax charge / (credit)

1,089 8,628

Net profit attributable to equity holders

6,504 14,860

Earnings per share for profit attributable to the ordinary

equity holders of the company during the year

Basic earnings per share

20

$ 0.16$ 0.43

Diluted earnings per share

20

$ 0.16$ 0.42

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

2. EBIT, a non-GAAP measure, is earnings before interest and tax, see note 1.

Financial contents

Main contents

29SEEKA LIMITED | ANNUAL REPORT 2022
Statement of comprehensive income

For the year ended 31 December 2022 - Audited

New Zealand dollarsNotes

2022

$000s

2021

$000s

Net profit for the year

6,504 14,860

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

Gain on revaluation of land and buildings

10

9,736 11,535

Gain on revaluation of water shares

11

162 -

Net realised loss on revaluation of investment in shares

- ( 3)

Total items that will not be reclassified to profit or loss

9,898 11,532

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

Movement in cash flow hedge reserve

21

2,864 96

Movement in foreign currency translation reserve

21

47 ( 38)

Movement in foreign currency revaluation reserve

21

( 92) ( 18)

Total items that may be reclassified subsequently to profit or loss

2,819 40

Total comprehensive income for the year attributable to equity holders

19,221 26,432

The accompanying notes form an integral part of these financial statements

Main contents

Financial contents

ANNUAL REPORT 2022 | SEEKA LIMITED30
Statement of financial position

As at 31 December 2022 - Audited

New Zealand dollarsNotes

2022

$000s

2021

$000s

Equity

Share capital

18

162,746 151,681

Reserves

21

55,437 43,246

Retained earnings

21

52,760 51,564

Total equity

270,943 246,491

Current assets

Cash and cash equivalents

3,554 12,361

Trade and other receivables

14

33,147 30,685

Biological assets - crop

12

18,408 18,443

Inventories

15

11,900 6,968

Irrigation water rights

127 294

Assets classified as held for sale

9

6,293 1,898

Total current assets

73,429 70,649

Non current assets

Trade and other receivables

14

5,099 814

Property, plant and equipment

10

375,788 327,830

Intangible assets

11

26,934 27,079

Right-of-use lease assets

13

55,805 49,885

Investment in associates and joint arrangements

24

5,952 3,958

Derivative financial instruments

30

3,438 -

Investment in financial assets

23

1,424 2,054

Total non current assets

474,440 411,620

Total assets

547,869 482,269

Current liabilities

Tax liabilities

6

337 7,463

Trade and other payables

16

32,778 33,034

Lease liabilities

13

9,631 6,782

Interest bearing liabilities

17

22,870 5,246

Total current liabilities

65,616 52,525

Non current liabilities

Interest bearing liabilities

17

128,072 107,757

Lease liabilities

13

60,434 56,585

Derivative financial instruments

30

- 538

Deferred tax liabilities

7

22,804 18,373

Total non current liabilities

211,310 183,253

Total liabilities

276,926 235,778

Net assets

270,943 246,491

The accompanying notes form an integral part of these financial statements

On behalf of the Board.

F Hutchings R Farron

Chairman Director

Dated: 23 February 2023

Financial contents

Main contents

31SEEKA LIMITED | ANNUAL REPORT 2022
Statement of changes in equity

For the year ended 31 December 2022 - Audited

New Zealand dollarsNotes

Share

capital

$000s

Cash

flow hedge

reserve

$000s

Foreign

currency

revaluation

reserve

$000s

Foreign

currency

translation

reserve

$000s

Share

entitlement

reserve

$000s

Water

share

revaluation

reserve

$000s

Land and

buildings

revaluation

reserve

$000s

Retained

earnings

$000s

Total

$000s

2021

Equity at 1 January 2021

97,917 ( 484) 108 ( 170) 1,290 2,597 29,097 45,938 176,293

Net profit

- - - - - - - 14,860 14,860

Foreign exchange movement

- - ( 18) ( 38) - - - - ( 56)

Other comprehensive income / (loss)

- 96 - - - ( 3) 11,535 - 11,628

Total comprehensive income / (loss)

- 96 ( 18) ( 38) - ( 3) 11,535 14,860 26,432

Transactions with owners

Shares issued

18

43,069 - - - - - - - 43,069

Employee share scheme receipts

18

550 - - - - - - - 550

Grower share scheme receipts

18

8,782 - - - - - - - 8,782

Movement in employee share

entitlement reserve

21

- - - - 153 - - - 153

Movement in grower share

entitlement reserve

21

1,363 - - - ( 917) - - - 446

Dividends declared and paid

22

- - - - - - - ( 9,234) ( 9,234)

Total transactions with owners

53,764 - - - ( 764) - - ( 9,234) 43,766

2022

Equity at 31 December 2021

151,681 ( 388) 90 ( 208) 526 2,594 40,632 51,564 246,491

Net profit

- - - - - - - 6,504 6,504

Foreign exchange movement

- -( 92) 47 - - - - ( 45)

Other comprehensive income / (loss)

- 2,864 - - - 162 9,736 - 12,762

Total comprehensive income / (loss)

- 2,864 ( 92) 47 - 162 9,736 6,504 19,221

Transactions with owners

Shares issued

18

9,297 - - - - - - - 9,297

Employee share scheme receipts

18

794 - - - - - - - 794

Grower share scheme receipts

18

401 - - - - - - - 401

Movement in employee share

entitlement reserve

21

461 - - - ( 423) - - - 38

Movement in grower share

entitlement reserve

21

112 - - - ( 103) - - - 9

Dividends declared and paid

22

- - - - - - - ( 5,308) ( 5,308)

Total transactions with owners

11,065 - - - ( 526) - - ( 5,308) 5,231

Equity at 31 December 2022

162,746 2,476 ( 2) ( 161) - 2,756 50,368 52,760 270,943

The accompanying notes form an integral part of these financial statements

Main contents

Financial contents

ANNUAL REPORT 2022 | SEEKA LIMITED32
Statement of cash flows

For the year ended 31 December 2022 - Audited

New Zealand dollarsNotes

2022

$000s

2021

$000s

Operating activities

Cash was provided from:

Receipts from customers

346,084 322,400

Interest and dividends received

95 405

Cash was disbursed to:

Payments to suppliers and employees

( 313,426)( 264,868)

Interest paid

( 7,204)( 4,082)

Lease interest paid

( 4,289)( 4,610)

Income taxes paid

( 9,132)( 7,661)

Net cash flows from operating activities

5

12,128 41,584

Investing activities

Cash was provided from:

Sale of property, plant and equipment

10

596 70

Cash acquired in acquisition of business

19

33 1,501

Distributions from investment in associates

24

518 762

Sale of investment in shares

23

253 -

Proceeds from sale of assets classified as held for sale

9

527 2,310

Repayment of grower or grower entity advances

34,272 25,667

Cash was applied to:

Purchase of property, plant, equipment and intangibles

( 29,681)( 21,921)

Development of bearer plants

( 4,183)( 7,569)

Acquisition of business

19

( 8,853)( 1,302)

Acquisition of associates

24

( 1,358)( 2,600)

Investment in shares

23

-( 1,000)

Advances to growers or grower entities

( 34,022)( 25,673)

Net cash flows (used in) investing activities

( 41,898)( 29,755)

Financing activities

Cash was provided from:

Proceeds of non-current bank borrowings

17

50,000 123,000

Proceeds of current bank borrowings

17

64,753 39,236

Proceeds from employee and grower loyalty share schemes

18

1,195 9,332

Cash was applied to:

Principal lease payments

13

( 9,231)( 8,093)

Repayment of non-current bank borrowings

17

( 34,175)( 112,759)

Repayment of current bank borrowings

17

( 47,216)( 42,882)

Payment of dividend to and behalf of shareholders

22

( 4,374)( 11,717)

Net cash flows from / (used in) financing activities

20,952( 3,883)

Net (decrease) / increase in cash and cash equivalents

( 8,818) 7,946

Effect of foreign exchange rates

11( 749)

Opening cash and cash equivalents

12,361 5,164

Closing cash and cash equivalents

3,554 12,361

The accompanying notes form an integral part of these financial statements

Financial contents

Main contents

33SEEKA LIMITED | ANNUAL REPORT 2022
Notes to the financial statements

For the year ended 31 December 2022 - Audited

This section contains the notes to the consolidated financial statements (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 34

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

Performance 36

Where Seeka generates its revenues and their associated operating costs

1. Segment information 36

2. Turnover 38

3. Revenue and other income 38

4. Cost of sales and operating expenses 40

5. Reconciliation of net operating surplus after taxation with cash flows from operating activities 41

6. Income tax expense 42

7. Deferred tax 43

8. Events occurring after balance date 43

Assets 44

How Seeka allocates resources across its operations

9. Assets classified as held for sale 44

10. Property, plant and equipment 45

11. Intangible assets 47

12. Biological assets - crop 50

13. Right-of-use lease assets and lease liabilities 51

Working capital 53

How Seeka manages its operating cash flow

14. Trade and other receivables 53

15. Inventories 53

16. Trade and other payables 54

Funding 55

How Seeka organises its capital structure

17. Interest bearing liabilities 55

18. Share capital 56

19. Business combination 57

20. Earnings and net tangible assets per share 58

21. Retained earnings and reserves 59

22. Dividends 61

Investments 62

How Seeka manages its investments in shares, subsidiaries, associates and joint ventures

23. Investment in financial assets 62

24. Investment in associates and joint arrangements 62

Other notes 65

All other note disclosures

25. Contingencies 65

26. Commitments 65

27. Related party transactions 65

28. Risk management 67

29. Determination of fair values of financial and non-financial assets and liabilities 70

30. Derivative financial instruments 72

31. Financial instruments summary 73

Main contents

Financial contents

ANNUAL REPORT 2022 | SEEKA LIMITED34
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.

Summary of significant accounting policies

The accounting policies have been applied consistently throughout the

periods presented in the financial statements.

Statement of compliance and basis of preparation

The 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-orientated 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 classified as 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)

–investment in financial assets held at fair value (note 23)

–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 23 February 2023.

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 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.

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.

Financial contents

Main contents

35SEEKA LIMITED | ANNUAL REPORT 2022
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 classified as held

for sale

Timing, valuation and recognition of

gain on sale

10.Property, plant and

equipment

Valuation and impairment

assessment

11.Intangible assetsImpairment assessment and CGU

allocation

19.Business combinationValuation on acquisition

Going concern assumption

For the year ended 31 December 2022, the Group’s profitability was

adversely affected by lower kiwifruit crop yields, a wind event in Ōpōtiki,

challenging fruit quality and a tight labour market. The 2023 harvest has

been impacted by a significant frost event, variable bud break in spring

2022, and Cyclone Gabrielle in February 2023, see note 8.

Due to events prior to Cyclone Gabrielle, the Group obtained

agreement from its banking syndicate in December 2022 to modify

two of the financial covenants for the test dates as at 31 December

2022, 30 June 2023 and 31 December 2023.

The Directors have considered the forecast cash flows and covenant

compliance, including the expected impact from Cyclone Gabrielle

on the 2023 harvest. The Directors have concluded that, based on

the current information, there are no material uncertainties that the

Group would not be able to comply with those covenants as at 30 June

2023 and 31 December 2023, which are those within the 12 months

following the approval of the Group’s financial statements.

The key processes and assumptions applied in preparing the forecast

financial covenant compliance for the next 12 months are:

– kiwifruit crop forecasts for the 2023 harvest have been based on

inspections at orchards in late January and early February 2023

– targeted orchard inspections and discussions with affected growers

following Cyclone Gabrielle and making adjustments to the kiwifruit

crop forecasts for the expected crop reductions

– no further significant adverse weather events affecting the 2023

kiwifruit harvest and a normal picking and packing period.

The Group's earnings and cash flows can vary from expectations

due to unanticipated events, and such variations may increase the

possibility of breaching financial covenants. In the event that there was

a potential future or actual breach of financial covenants, the Group

has a number of avenues to manage costs and / or reduce debt. The

Directors have confidence that the banking syndicate would work with

the Group to further revise financial covenants, if that was required.

The Group’s loan facilities expire on 31 January 2024 and 31 January

2025 (see note 17) and there is no indication that these would not be

able to be refinanced at that time.

While there are uncertainties in the near-term financial performance

of the Group, the outlook for the company and the industry remains

positive. Annual crop volumes will grow as previous SunGold licence

releases mature and reach full production, and the continuing release

of new SunGold and RubyRed licences by Zespri.

The financial statements have been prepared on a going concern basis.

Goods and services tax (GST)

The statement of profit or loss 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.

Main contents

Financial contents

ANNUAL REPORT 2022 | SEEKA LIMITED36
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 operating segment covers the integrated supply

chain service for the Group’s Australian-grown fruit.

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 profit or loss 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, citrus and kiwiberry crops.

The Group produces kiwifruit, avocado, citrus and kiwiberry 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, persimmon 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 profit or

loss 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, and in 2021 the

proceeds from the settlement of the Psa claim with the Crown.

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.

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.

Non-GAAP financial information does not have a standard meaning prescribed by GAAP and therefore may not be comparable to similar financial

information presented by other entities. The Board considers EBITDA and EBIT as useful measures of financial performance for both investors and

management as they are indicators of the Group's operating profitability that remove the impact of tax and the interest expense associated with

debt (EBIT), along with depreciation, amortisation and revaluation expenses associated with the Group's large investments in fixed and leased

assets (EBITDA).

Financial contents

Main contents

37SEEKA LIMITED | ANNUAL REPORT 2022
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

2022

Income statement

Turnover

1

80,526 233,755 54,418 1,054 13,979 383,732

Gross segment revenue

80,589 237,297 19,072 1,054 13,979 351,991

Eliminations

( 63) ( 3,541) - - - ( 3,604)

Total segment revenue

80,526 233,756 19,072 1,054 13,979 348,387

EBITDA

2

4,556 58,979 794 ( 19,231) 981 46,079

Depreciation expense

4

( 1,001) ( 12,020) ( 337) ( 1,622) ( 1,075) ( 16,055)

Lease depreciation expense

5

( 1,311) ( 5,636) ( 616) ( 1,118) ( 835) ( 9,516)

Impairment of property, plant and equipment

- ( 144) - - -( 144)

Impairment of biological assets

----(191)( 191)

Impairment of intangible assets

- - ( 681) - - ( 681)

Amortisation of intangible assets

- - - ( 406) - ( 406)

EBIT

3

2,244 41,179 ( 840) ( 22,377) ( 1,120) 19,086

Lease interest expense

5

( 422) ( 2,217) ( 307) ( 412) ( 931) ( 4,289)

EBIT

3

(after lease interest expense)

1,822 38,962 ( 1,147) ( 22,789) ( 2,051) 14,797

Interest expense

6

---( 6,000) ( 1,204) ( 7,204)

Tax charge on profit

---( 2,067) 978 ( 1,089)

Profit / (loss) after tax

1,822 38,962 ( 1,147) ( 30,856) ( 2,277) 6,504

Balance sheet

Segment assets

84,881 360,366 11,482 36,613 54,527 547,869

Total assets

84,881 360,366 11,482 36,613 54,527 547,869

Segment liabilities

44,642 145,053 12,394 40,066 34,771 276,926

Total liabilities

44,642 145,053 12,394 40,066 34,771 276,926

2021

Income statement

Turnover

1

77,070 195,908 68,000 1,122 13,867 355,967

Gross segment revenue

77,157 199,667 21,602 1,122 13,867 313,415

Eliminations

( 87) ( 3,759) - - - ( 3,846)

Total segment revenue

77,070 195,908 21,602 1,122 13,867 309,569

EBITDA

2

5,248 61,557 2,318 ( 13,974) 1,641 56,790

Depreciation expense

4

( 773) ( 11,375) ( 356) ( 1,771) ( 910) ( 15,185)

Lease depreciation expense

5

( 1,468) ( 4,365) ( 600) ( 697) ( 813) ( 7,943)

Impairment of property, plant and equipment

- ( 1,188) - - - ( 1,188)

Amortisation of intangible assets

- ( 11) - ( 277) ( 6) ( 294)

EBIT

3

3,007 44,618 1,362 ( 16,719) ( 88) 32,180

Lease interest expense

5

( 741) ( 2,187) ( 324) ( 385) ( 973) ( 4,610)

EBIT

3

(after lease interest expense)

2,266 42,431 1,038 ( 17,104) ( 1,061) 27,570

Interest expense

6

---( 3,382) ( 700) ( 4,082)

Tax charge on profit

---( 9,334) 706 ( 8,628)

Profit / (loss) after tax

2,266 42,431 1,038 ( 29,820) ( 1,055) 14,860

Balance sheet

Segment assets

73,676 316,088 11,671 33,147 47,687 482,269

Total assets

73,676 316,088 11,671 33,147 47,687 482,269

Segment liabilities

38,853 108,415 14,665 30,647 43,198 235,778

Total liabilities

38,853 108,415 14,665 30,647 43,198 235,778

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. Lease interest and lease depreciation are as a result of NZ IFRS 16

Leases, see note 13.

6. Interest includes finance costs for borrowings.

Main contents

Financial contents

ANNUAL REPORT 2022 | SEEKA LIMITED38
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

2022 - EBITDA

EBITDA pre NZ IFRS 16

1,376 52,836 ( 51) ( 20,535) ( 1,067) 32,559

NZ IFRS 16 lease costs

3,180 6,143 845 1,304 2,048 13,520

EBITDA after applying NZ IFRS 16

4,556 58,979 794 ( 19,231) 981 46,079

2021 - EBITDA

EBITDA pre NZ IFRS 16

2,379 55,318 1,495 ( 14,912) ( 193) 44,087

NZ IFRS 16 lease costs

2,869 6,239 823 938 1,834 12,703

EBITDA after applying NZ IFRS 16

5,248 61,557 2,318 ( 13,974) 1,641 56,790

2. Turnover

The following table reconciles turnover to revenue.

New Zealand dollars

2022

$000s

2021

$000s

Turnover

383,732 355,967

Value of sales made as agent

( 35,345) ( 46,398)

Revenue

348,387 309,569

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

2022

$000s

2021

$000s

Total revenue

348,387 309,569

Other income

Interest

16 67

Gain on sale of assets classified as held for sale

9

364 331

Grower share loyalty scheme

21

( 9) ( 446)

Dividends received

79 190

Increase in fair value of irrigation water rights

- 173

Proceeds from settlement of Psa claim

- 7,644

Other income

305 487

Total other income

755 8,446

Total revenue and other income

349,142 318,015

During the year the Group recognised $0.01m of costs relating to the measurement of the grower share scheme issued based on the Black Scholes

Model (Dec 2021 - $0.45m).

Financial contents

Main contents

39SEEKA LIMITED | ANNUAL REPORT 2022
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 from contracts with customers (NZ

IFRS 15).

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 and

delivered.

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 or at a fixed per-hectare

charge. 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 and delivered.

–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

and delivered.

Australia

The Group has one type of contract that is entered by the Australian

business; for the sale and supply of fruit.

–The fruit sale and supply contacts are entered on a one-to-one basis

with the fruit purchaser and are largely standardised. They have 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 and delivered.

Contracts from acquired businesses

All revenue contracts acquired as part of the Orangewood Limited

(Orangewood) and NZ Fruits Limited (NZ Fruits) acquisitions, (see

note 19) are substantially similar in nature to Seeka’s current revenue

contracts.

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 profit or loss.

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 classified as held for sale

The gain on sale of assets classified as held for sale is recognised when

a sale and purchase agreement is unconditional and the consideration

is paid or payable at that date.

Proceeds from settlement of kiwifruit Psa claim

The income relating to the proceeds from the settlement of the

kiwifruit Psa claim from the Crown was recognised in 2021 when

the claim was settled and the amount was confirmed as received or

receivable.

Main contents

Financial contents

ANNUAL REPORT 2022 | SEEKA LIMITED40
4. Cost of sales and operating expenses

New Zealand dollarsNotes

2022

$000s

2021

$000s

Operating materials and services

192,855 163,029

Direct employee benefits

87,188 71,861

Decrease in fair value of biological assets - crop

12

35 1,447

Total cost of sales

280,078 236,337

Total other employee benefits

12,476 12,491

General administrative expenses

8,587 7,883

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

529 493

Tax compliance and consulting (2021: tax compliance, consulting, planning, structuring and

due diligence) fees paid to principal auditors

12 242

Tax pooling services paid to principal auditors

12 13

Debt covenant compliance agreed upon procedures paid to principal auditors

7 6

Acquisition and restructuring costs

419 1,784

Directors' fees and expenses

624 536

Short term lease expenses

1,376 1,676

Decrease in value of irrigation water rights

97 -

Total other costs

24,139 25,124

Depreciation expense

10

16,055 15,185

Lease depreciation expense

13

9,516 7,943

Amortisation of intangible assets

11

406 294

Impairments and revaluations

Impairment of property, plant and equipment

10

144 1,188

Impairment of biological assets

191-

Impairment of intangible assets

11

681 -

Total impairment and revaluation

1,016 1,188

Interest expense

7,204 4,082

Lease interest expense

13

4,289 4,610

Total expenses

342,703 294,763

During the year the Group recognised $0.04m of costs relating to the measurement of the employee share schemes issued based on the Black

Scholes Model (Dec 2021 - $0.15m).

Accounting policies

Operating expenses are recognised in the statement of profit or loss 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.

Financial contents

Main contents

41SEEKA LIMITED | ANNUAL REPORT 2022
5. Reconciliation of net operating surplus after taxation with cash flows from operating activities

New Zealand dollars

2022

$000s

2021

$000s

Net operating surplus after taxation

6,504 14,860

Add non cash items:

Depreciation

16,055 15,185

Lease depreciation

9,516 7,943

Impairment of biological assets

191 -

Impairment of intangible assets

681 -

Impairment of property, plant and equipment

144 1,188

Revaluation of employee share scheme

38 153

Revaluation of grower share scheme

9 446

Movement in deferred tax

4,431 5,236

Movement in fair value of biological assets - crop

35 1,447

Amortisation of intangible assets

406 294

31,506 31,892

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

(Loss) / gain on sale of property, plant and equipment

( 138) 12

Gain on sale of assets classified as held for sale

( 364) ( 332)

Increase / (decrease) in current water allocation account

133 ( 319)

( 369) ( 639)

(Increase) / decrease in working capital:

(Decrease) in accounts payable

( 3,730) ( 7,042)

(Increase) / decrease in accounts receivable/prepayments

(6,725) 6,167

(Increase) / decrease in inventory

( 2,593) 940

(Decrease) in taxes due

( 12,465) ( 4,594)

( 25,513) ( 4,529)

Net cash flow from operating activities

12,128 41,584

Accounting policies

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

Main contents

Financial contents

ANNUAL REPORT 2022 | SEEKA LIMITED42
6. Income tax expense

New Zealand dollarsNotes

2022

$000s

2021

$000s

a. Current tax expense

Current year

1,410 8,454

Prior period adjustment

214( 589)

Total current tax expense

1,6247,865

Deferred tax expense

7

Origination and reversal of temporary differences

598 ( 1,566)

Prior period adjustment

( 1,133)2,329

Total deferred tax expense

( 535)763

Total income tax expense

1,089 8,628

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

Profit before income tax expense

7,593 23,488

Tax at the New Zealand tax rate of 28%

2,126 6,577

Tax at the Australian tax rate of 30%

( 60)( 37)

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

63 432

Benefit of tax credits

( 121)( 84)

(Over) provision in prior years - temporary differences

( 919)1,740

Income tax expense

1,089 8,628

c. Imputation credit account

Imputation credits available for use in subsequent reporting periods

27,742 28,265

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)

( 7,463) ( 6,952)

Current tax liability acquired via acquisition

19

( 653) ( 1,212)

Adjustments for prior periods

( 214) 589

Current year tax

( 1,410) ( 8,454)

Less tax paid

9,3628,610

Exchange differences

41 ( 44)

Current tax (liability)

( 337) ( 7,463)

Financial contents

Main contents

43SEEKA LIMITED | ANNUAL REPORT 2022
Accounting policies

Income tax expense comprises both current and deferred tax and is recognised in the statement of profit or loss.

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 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 dollarsNotes

2022

$000s

2021

$000s

Net deferred tax liabilities:

Opening balance

18,373 13,137

Deferred tax liability acquired via acquisition

19

2261,865

Adjustments for prior periods

( 1,133)2,329

Exchange differences

( 26) 18

Charged to the statement of profit or loss

598 ( 1,566)

Charged to revaluation reserve

3,653 2,553

Debited to hedge reserve

1,113 37

Closing balance at end of year

22,804 18,373

The balance comprises temporary differences attributable to:

Temporary differences on non-current assets

22,712 21,574

Current liabilities

( 2,094)( 4,749)

Prepayments and accrued income

2,186 1,548

Total deferred tax liability

22,804 18,373

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 2021 - 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.

8. Events occurring after balance date

Cyclone Gabrielle

From 13 to 15 February 2023, Cyclone Gabrielle brought severe wind and rain over much of New Zealand's North Island. A number of the Group's

kiwifruit and avocado growing regions felt the force of Cyclone Gabrielle.

The Group is undertaking an initial impact assessment, but a complete understanding of the full extent of the impact on the 2023 crops will likely

remain unknown until the fruit is harvested.

The Group's core Bay of Plenty kiwifruit growing region was spared the worst of the weather and was not materially impacted by the event.

However, the Hawke’s Bay, Gisborne, Coromandel and Kerikeri regions had varying degrees of impact, with Hawke’s Bay being worst hit.

Approximately 5% of the Group's kiwifruit supply is grown in the Hawke’s Bay region. The Group will continue to assess the impact of the cyclone

and will update the market if it identifies a material loss.

The Group has made an initial assessment of its major assets and has not identified any significant damage.

Harvest 2023 kiwifruit volumes are expected to be lower than the 2022 harvest year due to an early season frost, variable bud break and now

this cyclone. The Group's response to this circumstance includes a reduction to the 2023 capital expenditure programme and a focus on reducing

costs in line with the lower crop expectation.

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

Main contents

Financial contents

ANNUAL REPORT 2022 | SEEKA LIMITED44
Assets

How Seeka allocates resources across its operations

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

2022

$000s

2021

$000s

Opening balance at 1 January

1,898 3,844

SunGold licence transferred from intangible assets

11

491 -

Water shares transferred from intangible assets

11

3,283-

Transfers from property, plant and equipment

10

1,915 -

Development costs incurred

313 33

Sales settled by third parties at carrying value

( 1,607) ( 1,979)

Total assets classified as held for sale

6,293 1,898

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

New Zealand dollars

2022

$000s

2021

$000s

Asset class

Land and buildings

943 734

Property, plant and equipment

380 319

Intangible assets

3,783 304

Bearer plants

645 541

Bearer plants under development

542 -

Total assets classified as held for sale

6,293 1,898

At 31 December 2022, 16.6 hectares of Northland orchards (Dec 2021 - 13.5 hectares) owned by Seeka were classified as held for sale. During the

year three additional properties including, one 3.5 hectare orchard in Ōpōtiki, were classified as held for sale, with two subsequently sold within the

year. No growing costs have been attributed to the remaining orchards at 31 December 2022 as they are valued on a crop-off basis.

At 31 December 2022, 750ML of permanent water entitlement in Victoria, Australia, was classified as held for sale (Dec 2021 - Nil). The sale of

the water entitlement settled on 22 February 2023 for a consideration of $3.08m AUD.

All assets classified as held for sale are included in the orchard operations segment, apart from $3.3m related to the water entitlement (Dec 2021

- Nil) which was included in the Australian operations segment.

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 standard

allows for the period to extend past 12 months if the circumstances causing the delay are out of Seeka's control. As at 31 December 2022 one

orchard of 13.5 hectares (Dec 2021 - one orchard of 13.5 hectares) has taken longer than 12 months to find a willing buyer, however Seeka remains

committed to selling the property and a sale is anticipated within the next 12 months. Assets classified as held for sale are recorded at the lower of

the carrying value or fair value less costs to sell.

Critical accounting estimates and judgements

The Group used judgement to recognise the remaining orchards as held for sale, despite one being held for sale for greater than 12 months.

This judgement is based on the ability to obtain a buyer for the assets classified as held for sale. This is impacted by external real estate market forces

and changes to this estimate may result in the balance being reclassified to a non-current asset.

Financial contents

Main contents

45SEEKA LIMITED | ANNUAL REPORT 2022
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 2021

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

Year ended 31 December 2021

Opening net book amount

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

Additions from business combination

43,960 11,926 476 632 262 57,256

Additions and transfers - net

6,916 7,260 537 7,234 6,410 28,357

Depreciation

( 6,791) ( 7,618) ( 246) ( 530) - ( 15,185)

Disposals

( 191) ( 192) ( 47) - - ( 430)

Impairment

- ( 1,013) - - ( 175) ( 1,188)

Revaluation

14,088 - - - - 14,088

Foreign exchange

( 41) ( 17) ( 1) ( 40) ( 1) ( 100)

Closing net book amount

228,517 57,890 1,292 29,989 10,142 327,830

At 1 January 2022

Cost or valuation

251,297 131,630 2,247 33,278 10,537 428,989

Accumulated depreciation and impairment

( 22,780) ( 73,740) ( 955) ( 3,289) ( 395) ( 101,159)

Net book amount

228,517 57,890 1,292 29,989 10,142 327,830

Year ended 31 December 2022

Opening net book amount

228,517 57,890 1,292 29,989 10,142 327,830

Additions from business combination

12,900 5,955 64 - - 18,919

Additions and transfers - net

4,126 13,195 1,040 5,228 10,774 34,363

Depreciation

( 7,132) ( 8,316) ( 294) ( 313) - ( 16,055)

Disposals

( 4) ( 139) ( 221) ( 114) - ( 478)

Impairment

- - - ( 144) - ( 144)

Revaluation

13,118 - - - - 13,118

Reclassification to assets classified as held

for sale

( 644) - - ( 1,271) - ( 1,915)

Foreign exchange

57 26 1 66 - 150

Closing net book amount

250,938 68,611 1,882 33,441 20,916 375,788

At 31 December 2022

Cost or valuation

280,850 150,667 3,131 37,187 21,311 493,146

Accumulated depreciation and impairment

( 29,912) ( 82,056) ( 1,249) ( 3,746) ( 395) ( 117,358)

Net book amount

250,938 68,611 1,882 33,441 20,916 375,788

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 2022, assets under

construction relate to the Transcool coolstore construction, and further

investment relating to packhouse automation.

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 CBRE Limited

t/a Telfer Young from CBRE, independent registered valuer.

In Australia valuations were undertaken by Opteon (Goulburn North

East Vic) Pty Ltd, independent valuers based in Victoria, Australia. All

Australian land and buildings were revalued at 31 December 2022.

The valuers consider four different approaches in concert to arrive at

a fair value;

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

replacement cost of the buildings and other improvements based on

the current cost of construction less depreciation based on the age

of the building with an allowance for physical depreciation. Specific

consideration is given to the 'optimised depreciated replacement

cost' methodology.

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

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

with a current market rental being established and capitalising this

at an appropriate rate of return that would be expected by a prudent

investor. The 2022 year saw capitalisation rates decrease between

0.25% - 1.50% since the previous valuations of the same properties,

some of which may have been up to three years prior.

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).

Main contents

Financial contents

ANNUAL REPORT 2022 | SEEKA LIMITED46
The following table details the gain on revaluation of land and buildings recognised in the revaluation reserve, net of tax, of $9.74m in the year ended

31 December 2022 (Dec 2021 - $11.54m).

New Zealand dollars

Land

$000s

Buildings

$000s

Total

$000s

Land and buildings revaluation reserve

3,000 6,736 9,736

As a consequence of the building revaluations conducted December 2022, $6.38m (Dec 2021 - $3.45m) of accumulated depreciation was offset

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

During the year the Group reviewed and estimated the useful lives of its buildings. The result of this review was an increase of the useful lives of

the buildings to align them all with a 50 year useful life from the date of the estimate. This has standardised the useful lives of the buildings, but

they remain within the useful life range of the existing accounting policy. This change in useful lives took effect from 1 July 2022. The effect of the

change was to decrease depreciation in the second half of the year by $1.2m, compared to what the depreciation would have been if no changes

had been made. This will have a similar effect on future periods.

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

2022

$000s

2021

$000s

Cost

251,959 234,937

Accumulated depreciation

( 56,783) ( 49,227)

Depreciated historical cost

195,176 185,710

Net book amount

250,938 228,517

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

profit or loss.

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 profit or loss

during the financial period in which they are incurred.

Asset impairments are recognised in the statement of profit or loss.

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 from revaluation date are:

– Buildings 20 - 50 years

– Machinery 10 - 20 years

– Vehicles 2 - 15 years

– Furniture, fittings and equipment 3 - 10 years

– Bearer plants 5 - 50 years

Significant unobservable inputs inherit in the land and building

valuation process include potential comparative market rentals, the

market rental capitalisation rates and discount rates. The higher the

rental rate, the higher the fair value, and the higher the capitalisation

or discount rate, the lower the fair value. Significant changes in either

of these inputs would result in significant changes to the fair value

measurement. See below;

1. Market rental rates - Packhouse rental rates as described in the

valuation reports obtained in 2022 between $60/m

2

- $130/m

2

(Dec

2021 - $47.50/m

2

- $66.45/m

2

). Coolstore rental rates were between

$0.40/tray - $0.65/tray (Dec 2021 - $0.36/tray - $0.60/tray)

2. Rental capitalisation rates - Capitalistion rates as described in the

valuation reports obtained in 2022 were between 6.00% – 8.75%

(Dec 2021 - 6.50% - 9.00%).

3. Discount rates – Discount rates as described in the valuation rates

obtained in 2022 were between 6.50% - 9.00% (Dec 2021 – 7.00%

- 9.25%).

The net book value of land is $47.41m (Dec 2021 - $36.87m) and

buildings is $203.53m (Dec 2021 - $191.65m), see note 29.

Impairment of bearer plants

For the year ended 31 December 2022, $0.14m of assets were

impaired (Dec 2021 - Nil). This related to the impairment of

capitalised structures on a long-term-leased orchard.

Impairment of plant and equipment

For the year ended 31 December 2022, the Group did not impair

any fixed assets. For the year ended 31 December 2021, the Group

impaired the following fixed assets:

–Coolstore facilities at Transcool in preparation for the construction

of a new five-high, semi-automated, coolstore facility

–An existing canopy at KKP packhouse in preparation for the

construction of the packhouse extension

–Decommissioning of the existing 10 lane grader at KKP to be

replaced by a new MAF Roda grader

Financial contents

Main contents

47SEEKA LIMITED | ANNUAL REPORT 2022
11. Intangible assets

New Zealand dollarsNotes

Software

$000s

Goodwill

$000s

Water shares

$000s

Other

intangibles

$000s

Total

$000s

At 1 January 2021

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

Year ended 31 December 2021

Opening net book amount

380 8,932 8,310 - 17,622

Additions

761 - 184 - 945

Additions from business combination

19

82 8,249 - 555 8,886

Disposals

( 7) - - - ( 7)

Foreign exchange

- - ( 73) - ( 73)

Amortisation

( 261) - - ( 33) ( 294)

Closing net book amount

955 17,181 8,421 522 27,079

At 1 January 2022

Cost

3,983 19,212 8,421 555 32,171

Accumulated amortisation and impairment

( 3,028) ( 2,031) - ( 33) ( 5,092)

Net book amount

955 17,181 8,421 522 27,079

Year ended 31 December 2022

Opening net book amount

955 17,181 8,421 522 27,079

Additions

395 - - - 395

Additions from business combination

19

- 3,681 - - 3,681

Transfers from investments in financial assets

- - -377 377

Revaluation

- - 212 - 212

Impairment

- ( 681) - - ( 681)

Foreign exchange

2 - 49 - 51

Reclassification to assets classified as held for sale

9

- - ( 3,283) ( 491) ( 3,774)

Amortisation

( 375) - - ( 31) ( 406)

Closing net book amount

977 20,181 5,399 377 26,934

At 31 December 2022

Cost

4,380 22,212 5,399 377 32,368

Accumulated amortisation and impairment

( 3,403) ( 2,031) - -( 5,434)

Net book amount

977 20,181 5,399 377 26,934

The amortisation period of software is four to five years.

Critical accounting estimates and judgements

At 31 December 2022, 42% (Dec 2021 - 44%) of Seeka's New Zealand land and building portfolio was revalued in line with policy. From 1 July 2022

the Group has reviewed the useful lives of its buildings and noticed many that required evaluation, while remaining within the policy above. The impact

of this evaluation in 2022 is an increase in useful lives and a $1.2m decrease in depreciation charged in the period.

All building useful lives remain within the policy above with it remaining unchanged. 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.

Sensitivity analysis suggests the remaining properties that were not revalued this year could cause a movement in land and buildings of between 5.5-

6.5%. This is not considered a material movement in land and building values.

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 profit or loss. When revalued assets are sold, the amounts

included in the revaluation reserve in respect of those assets are

transferred to retained earnings.

Main contents

Financial contents

ANNUAL REPORT 2022 | SEEKA LIMITED48
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

pre impairment

$000s

Goodwill

carrying

amount

post impairment

$000s

Pre tax

discount rate

1

EBITDA

6


growth rate

1-5 years

Terminal

growth rate

2

2022

Post harvest Post harvest operations

20,181 20,181 12.5%2% - 36%

3

2.0%

SeekaFresh Retail services operations

437 - 14.4%40% - 203%

5

2.0%

Kiwi Crush Retail services operations

244 - 14.4%0% - 9%

6

2.0%

2021

Bay of Plenty post harvest Post harvest operations

14,663 14,663 11.1%2% - 8%

3

1.0%

Northland post harvest Post harvest operations

1,841 1,841 12.5%3% - 18%

4

1.0%

SeekaFresh Retail services operations

433 433 12.5%4 - 10%

5

2.0%

Kiwi Crush Retail services operations

244 244 12.5%2%

6

2.0%

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

New Zealand dollars

2022

$000s

2021

$000s

Cost

1,436 4,719

Amortised cost

1,436 4,719

Net book amount

5,399 8,421

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 comprehensive income. There was a gain in the fair value of water

shares in the year ended 31 December 2022 of $0.21m (Dec 2021 - Nil).

Impairment tests for goodwill

At 31 December 2022, the Group's market capitalisation was $128.1m

compared to net assets of $270.9m. As a result, an impairment test

was performed on all cash generating units (CGUs), in addition to

CGUs with goodwill balances to ensure that future cash flows of the

CGUs and Group support the fair value of the assets.

Goodwill represents the 2022 acquisition of NZ Fruits, the 2021

acquisitions of Ōpōtiki Packing and Cool Storage Limited (OPAC) and

Orangewood Limited, the 2019 acquisition of Aongatete Coolstores

Limited, the 2018 acquisition of the Northland business, the

previously-acquired Glassfields business (now named SeekaFresh) and

the acquisition of the Kiwi Crush and Kiwi Crushies product ranges.

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

five-year after-tax cash flow projection (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 dynamics, plus the Group's five year financial plans.

The impact of a frost event in spring 2022 along with a lower forecast

yield as a result of variable bud break is forecasted to reduce the volume

harvested in FY23. The effect of these events have been incorporated

into the impairment tests. The impact of climate change has also been

incorporated to the extent that it impacts the forecasts and considered

as part of scenario planning from an operational capacity planning

perspective. Any financial impact of climate change is expected to fall

outside of the planning period given the long-term nature of climate

change. However, scenario planning is being carried out across the

Company to prepare for the impact of climate change on future yields,

varieties and growing methods. Seeka has a long history of adapting

to the environment, such as when Psa arrived in New Zealand and the

business pivoted to the SunGold variety, alongside past climatic events

such as droughts, hail and floods. The business will continue to adapt to

the changing environment.

The annual impairment tests of goodwill were performed at 30 November

2022. Impairment indicators were considered at 31 December 2022,

however no indictors were identified that required any further impairment

tests. In previous years the annual impairment tests had been performed

at 31 December. The change in the current year was made to more closely

align with the timing of the annual budget and five year plan processes.

Additions to goodwill

During the year $3.54m of goodwill was recognised as a result of

the NZ Fruits Limited (NZ Fruits) acquisition and a further $0.15m

from updates to the goodwill acquired in the Orangewood Limited

(Orangewood) acquisition. In the year ended 31 December 2021,

$8.25m of goodwill was recognised, $7.63m from the OPAC

acquisition and $0.62m from the Orangewood acquisition. See note 19

for details of the business combinations.

Cash generating units (CGUs)

During the year ended 31 December 2022, the scope of the post harvest

CGUs were reviewed. Previously the post harvest CGUs were defined by

the geographical region, with one CGU being the Bay of Plenty and East

Coast region and a second CGU for Northland post harvest. However,

based on the most recent update of the Group’s capacity planning and

five year financial planning, more fruit is expected to be connected

through the supply chain between these two regions. Therefore, the fruit

flows, and as a result the cash flows, are interdependent and the CGUs

are better reflected as a single collective post harvest group.

This better reflects the operational coordination of packhouses in each

region to maximise efficiency and flexibility by packing fruit at the

optimum maturity by allocating it to the next available facility.

The goodwill that arose through the NZ Fruits acquisition, as well as the

goodwill from the OPAC and Orangewood acquisitions, are all part of the

post harvest CGU.

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's

post harvest CGU is set at 9% as this represents the Board's

assessment of the Group's weighted average cost of capital.

2. The long term growth rate is based on the long term expected

inflation rate, being within the RBNZ inflationary target of 1%-3%.

The Group has set its terminal growth rates at 2% to ensure a

long term conservative growth estimate has been applied in the

impairment tests.

3. The EBITDA growth rate for the 2024 year assumes a return to

“normal” yields and therefore represents a 36% increase. However,

the remaining EBITDA growth rates sit between 2-4%, which is

considered conservative for the kiwifruit industry.

Financial contents

Main contents

49SEEKA LIMITED | ANNUAL REPORT 2022
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

there are impairment indicators) 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 profit or loss.

Impairment of assets

Goodwill and intangible assets that have an indefinite useful life are

not subject to amortisation and are tested annually for impairment,

or more frequently if events or changes in circumstances indicate

that they might be impaired. Other assets are tested for impairment

whenever events or changes in circumstances indicate that the

carrying amount may not be recoverable. An impairment loss is

recognised for the amount by which the asset’s carrying amount

exceeds its recoverable amount. The recoverable amount is the higher

of an asset’s fair value less costs of disposal and value in use. For the

purposes of assessing impairment, assets are grouped at the lowest

levels for which there are separately identifiable cash inflows which are

largely independent of the cash inflows from other assets or groups

of assets (cash-generating units (CGUs)). Non-financial assets other

than goodwill that suffered an impairment are reviewed for possible

reversal of the impairment at the end of each reporting period.

Critical accounting estimates and judgements

The intangible assets impairment tests require judgement to determine the appropriate forecast cash flows and inputs into the calculations. The primary

estimates relate to the forecast EBITDA growth rates, discount rates and terminal growth rates.

At 31 December 2022, impairment was identified in the SeekaFresh and Kiwi Crush CGUs as a result of the impairment tests performed.

4. The EBITDA growth rates for Seeka Fresh appear significant, but

only due to the low profitability achieved by this segment. The

business remains in a loss making position over the period of the

impairment test.

5. The EBITDA growth used for the Kiwi Crush reflect a 9.4% increase

in year one, and then a growth rate between 0%-1% every year

thereafter. This reflects the consistency in the profitability of this

CGU, with limited growth expected over the period.

6. EBITDA, a non-GAAP measure, is earnings before interest, tax,

depreciation, amortisation, impairments and revaluations.

At 31 December 2022, all goodwill balances were reviewed for

indicators of impairment.

Post harvest CGU

The goodwill relating to the post harvest cash generating unit is

supported by historical profitability, with a positive outlook and

significant growth path ahead. The 2022 kiwifruit harvest, despite

being challenging, achieved increased total volumes on the prior year

and packing volumes are expected to increase further in future years.

Challenges in the 2022 harvest, including lower yields, poorer storing

kiwifruit, labour availability issues, and issues across the supply chain,

caused a decline in profitability. However, the post harvest segment

operated profitably throughout the year.

For these reasons, there are no indications of impairment of the

goodwill relating to the post harvest cash generating unit.

No other reasonable changes to key assumptions would require an

impairment of goodwill.

SeekaFresh CGU

The fresh market has been impacted significantly by three years of

Covid-19 disruption, in particular servicing the hospitality industry

which has been struggling due to lockdowns predominately in

Auckland. The second half of 2022 saw promising improvements in the

fresh market business as new markets and customers were accessed.

Profitability from commissions has decreased, due to lower volumes of

class two kiwifruit, alongside lower volumes and variable quality in the

start of the 2022/23 avocado harvest. The commissions in both these

key categories have been lower than previous years. Class 2 kiwifruit

returns are expected to improve in coming years as more volume

comes onstream.

Despite the fresh market turnaround in the second half of the year,

alongside a forecast kiwifruit volume increase, the forecast assumes a

post-tax operating loss for the five year period of the impairment test.

This has led to impairment being identified within the CGU and the

entirety of the goodwill, being $0.43m, has been impaired in the year

ended 31 December 2022.

The impairment and recoverable amount of the CGU have been

calculated using both the value-in-use method and fair value less

costs of disposal. The value-in-use method was used. The recoverable

amount of the assets in the CGU is $2.07m.

Kiwi Crush CGU

The Kiwi Crush CGU has operated profitably and consistently since

the business was acquired. The kiwiberry variety has performed very

well. Demand for Kiwi Crush in supermarkets, hospitals, and aged care

facilities remains high, particularly as the product is high in vitamin

C and has proven health benefits. However, using a higher discount

rate than in previous years, the returns of the business do not support

the book value of the assets held. Impairment was identified within

the CGU and the entirety of the goodwill, being $0.24m, has been

impaired in the year ended 31 December 2022.

The impairment and recoverable amount of the CGU have been

calculated using both the value-in-use method and fair value less

costs of disposal. The value-in-use method was used. The recoverable

amount of the assets in the CGU is $2.93m.

Main contents

Financial contents

ANNUAL REPORT 2022 | SEEKA LIMITED50
Accounting policies

The Group's biological assets are the crops growing on bearer plants in the Group's leased and owned orchards. All crops have a maturity period of

less than one year and will be harvested within 12 months from the Group's balance date.

Biological assets are measured at fair value less costs to sell provided this can be measured reliably, otherwise they are measured at cost.

When insufficient biological transformation has occurred fair value is not able to be measured reliably. Biological assets at cost are not depreciated as

they are in the process of maturing.

Fair value is determined as the estimated net market return less selling costs and costs to market.

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 pear 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

2022

$000s

2021

$000s

Carrying amount at beginning of period

18,443 19,890

Crop harvested during the period

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

12,075 18,504

Fair value when harvested

( 30,518) ( 38,394)

Crop growing on bearer plants at end of period

Crop at cost

18,345 18,324

Crop at fair value

63 119

Carrying value at end of period

18,408 18,443

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

New Zealand dollars

2022

$000s

2021

$000s

Movement in carrying amount

( 59) ( 1,431)

Exchange differences

24 ( 16)

Net fair value movement in crop

( 35) ( 1,447)

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

New Zealand dollars

2022

$000s

2021

$000s

Australia - all varieties

4,007 4,127

New Zealand - kiwifruit crop

13,597 13,673

New Zealand - avocado crop

804 643

Carrying value at end of period

18,408 18,443

Crop where fair value cannot be measured reliably

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

fair value is not able to be measured reliably and, as such, these crops are measured initially at cost less impairment.

Crop valued at fair value

Where a crop has achieved sufficient biological transformation, it is measured at fair value less costs to sell using unobservable inputs in the fair

value assessment. These unobservable inputs include forecasted sales prices achieved once the crop is harvested and marketed for sale, if the

forecast price was to increase so would the fair value of the crop.

Financial contents

Main contents

51SEEKA LIMITED | ANNUAL REPORT 2022
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.

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

New Zealand dollars

2022

$000s

2021

$000s

Right-of-use lease assets

Land and buildings

32,884 27,171

Orchard leases

17,310 18,250

Equipment

2,812 1,516

Motor vehicles

2,799 2,948

Total right-of-use lease assets

55,805 49,885

The movements for the year are as follows:

Right-of-use lease asset movements

Opening balance

49,885 50,831

Additions and renewals

16,269 7,412

Disposals, reclassifications and early terminations

( 944)( 460)

Exchange rate differences

11145

Depreciation

( 9,516) ( 7,943)

Closing balance

55,805 49,885

The classification for depreciation of right-of-use lease assets is as follows:

Land and buildings

3,793 3,197

Orchard leases

1,386 1,368

Equipment

2,254 1,586

Motor vehicles

2,083 1,792

Total depreciation of right-of-use lease assets

9,516 7,943

New Zealand dollars

2022

$000s

2021

$000s

Lease liabilities

Current

9,631 6,782

Non-current

60,434 56,585

Total lease liabilities

70,065 63,367

The liabilities are classified as follows:

Lease liabilities

Land and buildings

37,614 29,319

Orchard leases

26,148 26,718

Equipment

3,274 1,766

Motor vehicles

3,029 5,564

Total lease liabilities

70,065 63,367

The movements for the year are as follows:

Lease liability movements

Opening balance

63,367 64,382

Additions and renewals

16,796 7,412

Finance lease additions

-80

Disposals, reclassifications and early terminations

( 873)( 432)

Exchange rate differences

618

Principal lease payments

( 9,231) ( 8,093)

Closing balance

70,065 63,367

Additions

On 2 February 2022, the Group acquired NZ Fruits, which included $1.92m of right-of-use lease assets and lease liabilities, see note 19.

On 22 November 2021, the Group acquired Orangewood, which included $0.08m of lease liabilities, see note 19.

Main contents

Financial contents

ANNUAL REPORT 2022 | SEEKA LIMITED52
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 5.37% and 12.36%. 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 value of 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, leases orchards to grow kiwifruit and avocados, and leases equipment

and vehicles. 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 3 - 25 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 profit or loss over the term of

the lease.

Financial contents

Main contents

53SEEKA LIMITED | ANNUAL REPORT 2022
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

2022

$000s

2021

$000s

Total packaging at cost

8,618 5,032

Other inventories at cost

3,282 1,936

Total inventories

11,900 6,968

In the current year, $37.52m (Dec 2021 - $30.25m) of inventory costs were expensed to cost of sales in the statement of profit or loss.

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

2022

$000s

2021

$000s

Current trade receivables (net of provision for doubtful debts)

20,109 17,148

Prepayments

3,203 2,188

Prepaid deposits

619 1,146

Accrued income and other sundry receivables

9,216 10,203

Current trade and other receivables

33,147 30,685

Non current trade receivables

5,099 814

Non current trade and other receivables

5,099 814

Total trade and other receivables

38,246 31,499

Within current trade receivables, $4.79m are past due (Dec 2021 - $2.49m), of which 4.02% are more than 90 days (Dec 2021 - 1.81%).

Prepaid deposits includes $0.62m for avocado trees and kiwifruit vines not yet received (Dec 2021 - $1.15m).

At December 2021, accrued income included $2.26m of funds received in FY22 in relation to the settlement of the Psa claim.

The balance in accrued income and other sundry receivables includes income to be received from orcharding operations over leased and owned

orchards relating to 419 hectares (Dec 2021 - 399 hectares).

A $0.24m provision for doubtful debts is recognised in the accounts (Dec 2021 - $0.25m).

At December 2022, non-current trade receivables includes $2.20m losses carried forward on Hayward short term leased orchards to be recovered

in a future period when the orchards return to a profit making position expected in the 2024 harvest. The remaining balance of non-current trade

receivables relates to debtors secured against crop supply commitments with repayment terms of up to five years and is considered recoverable.

Non current receivables also include $3.06m (Dec 2021 - $0.84m) of long term receivable balances with agreed long-term payment terms.

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.

Main contents

Financial contents

ANNUAL REPORT 2022 | SEEKA LIMITED54
16. Trade and other payables

New Zealand dollars

2022

$000s

2021

$000s

Trade payables

6,329 6,166

Accrued expenses

17,940 17,372

Employee expenses

6,619 8,300

GST payable

1,853 1,069

Other payables

37 127

Total trade and other payables

32,778 33,034

Trade payables include $0.18m for capital works in progress (Dec 2021 - $1.77m) and accrued expenses includes $2.00m for capital purchases

(Dec 2021 - $0.08m).

Accrued expenses include costs to be incurred from orcharding operations on 419 hectares (Dec 2021 - 399 hectares) of leased and owned

orchards. Accrued expenses also include costs relating to the retail service segment and the export and domestic sales 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.

Financial contents

Main contents

55SEEKA LIMITED | ANNUAL REPORT 2022
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 during acquisition through amalgamation, and under the dividend reinvestment plan, grower

incentive and employee share schemes.

17. Interest bearing liabilities

New Zealand dollars

2022

$000s

2021

$000s

Current secured

Interest bearing liabilities

23,110 5,466

Capitalised loan fees to be amortised in the next 12 months

( 240) ( 220)

Total current interest bearing liabilities

22,870 5,246

Non current secured

Interest bearing liabilities

128,151 108,045

Remaining capitalised loan fees to be amortised

( 79) ( 288)

Total non-current interest bearing liabilities

128,072 107,757

Total interest bearing liabilities

150,942 113,003

Analysis of movements in borrowings:

At 1 January

113,003 83,019

Cash flow - additional borrowings

114,753 162,236

Cash flow - repayment of borrowings

( 81,391) ( 155,641)

Loans acquired via acquisition

19

4,175 24,013

Capitalised loan fees - amortised over the life of the loan

188 ( 508)

Exchange differences

214 ( 116)

At 31 December

150,942 113,003

Analysis of total facilities:

Drawn

151,261 113,511

Available

59,296 76,903

Total facilities at 31 December

210,557 190,414

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

On 10 November 2021, Seeka's banking facilities were refinanced via a Syndicated Facilities Agreement (Bank Syndicate) with Westpac New

Zealand Limited acting as the Agent and Security Trustee. Lenders to the Banking Syndicate include ASB Bank Limited, Bank of New Zealand,

Rabobank New Zealand Limited (Rabobank), Westpac Banking Corporation of Australia, and Westpac New Zealand Limited. It is expected that all

facilities will be refinanced when they become due for review as set out below.

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

Balance due

$000sInterest rateMaturity

Term loans as at 31 December 2022

AUD $17m

18,151 5.04%31 January 2024

NZD $40m

40,000 5.50%31 January 2024

NZD $50m

50,000 5.70%31 January 2025

NZD $20m

20,000 6.96%31 January 2024

Term loans as at 31 December 2021

AUD $17m

18,045 2.68%31 January 2024

NZD $40m

40,000 3.40%31 January 2024

NZD $50m

50,000 3.60%28 January 2025

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.

Main contents

Financial contents

ANNUAL REPORT 2022 | SEEKA LIMITED56
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

Shares20222021

Authorised and issued share capital

Ordinary shares - fully paid and no par value:

Opening balance

40,176,160 32,204,039

Shares issued under:

Ōpōtiki Packing and Cool Storage Limited amalgamation

19

- 7,042,574

Orangewood Limited amalgamation

19

- 639,302

NZ Fruits Limited amalgamation

19

1,687,860 -

Dividend reinvestment programme

124,262 290,245

Total shares issued

41,988,282 40,176,160

Ordinary shares - classified as follows:

Held by ordinary shareholders

41,567,947 39,437,524

Held by Seeka Share Trustee Limited

420,335 738,636

Total shares issued

41,988,282 40,176,160

New Zealand dollars

2022

$000s

2021

$000s

Movements in ordinary paid up share capital:

Opening balance of ordinary shares

154,642 110,210

Transfer from grower share entitlement reserve

112 1,363

Transfer from employee share entitlement reserve

461 -

Issues of ordinary shares during the year

9,297 43,069

Closing balance of ordinary share capital

164,512 154,642

Movements in treasury share capital:

Opening balance of ordinary shares

2,961 12,293

Employee share scheme receipts - 2016 issue

( 7) ( 54)

Grower loyalty share scheme receipts - 2019 issue

( 401) ( 8,782)

Employee share scheme receipts - 2019 issue

( 787) ( 496)

Closing balance of shares held as treasury capital

1,766 2,961

Net share capital

162,746 151,681

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.

Assets pledged as security

Bank loans and overdrafts are secured by first mortgages over the freehold

land and buildings, and a General Security Agreement over all the assets

of the following trading entities within the Group, as either borrowers or

guarantors. These entities make up the bank Charging Group.

The value of the Group’s assets that are not part of the Charging Group is

$12.75m, which is 2.33% of total assets.

The Charging Group comprises the following entities:

Borrowers and guarantors:

–Seeka Limited

–Seeka Australia (Pty) Limited

Guarantors:

–Aongatete Coolstores Limited

–Kiwi Coast Growers (Te Puke) Limited

–Northland Horticulture Limited

–OPAC Properties Limited

–Seeka East Limited

–Seeka OPAC Limited

–Seeka Te Puke Limited


Financial contents

Main contents

57SEEKA LIMITED | ANNUAL REPORT 2022
19. Business combination

Acquisition through amalgamation of New Zealand Fruits Limited (NZ Fruits)

In February 2022, the Group amalgamated NZ Fruits, a kiwifruit, citrus and persimmon post harvest business based in Gisborne, East Coast, New

Zealand, into a newly-formed 100%-owned subsidiary of Seeka Limited, being Seeka East Limited. NZ Fruits shares were cancelled with each share

being exchanged for 7.5016 shares in Seeka and $39.3495 cash. Seeka shares were issued based on a price of $5.2455 per Seeka share (equal to

the VWAP of shares traded over 10 business days, finishing on 9 December 2021, with all fractions of Seeka shares rounded up to the next whole

number).

The purchase was settled on 2 February 2022 for a consideration of $17.53m by the issue of 1,687,860 ordinary shares in Seeka at a market price of

$5.14 on the settlement date of 2 February 2022, being the market price on the acquisition date as per NZ IFRS 3 (Business Combinations), and a

cash consideration of $8.85m. The change in the share price on acquisition date had the impact of decreasing goodwill by $0.18m.

NZ Fruits has contributed $15.30m of revenue and $0.18m of net profit before tax to the Group for the period 2 February to 31 December 2022. If

the acquisition had occurred on 1 January 2022, NZ Fruits would have contributed $15.60m of revenue and $0.32m of net loss before tax for the

year ended 31 December 2022. These calculations are not significantly impacted by differences in accounting policies between the Group and the

acquired subsidiary, and no significant additional depreciation would have been charged for fair value adjustments to property, plant and equipment

had it applied from 1 January 2022, including consequential tax effects.

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

New Zealand dollars

2022

$000s

Cash consideration paid to shareholders

8,853

Shares issued in consideration

8,676

Total purchase consideration

17,529

Land and buildings

12,900

Property, plant and equipment

6,019

Inventories

441

Right-of-use lease asset

1,920

Cash and cash equivalents

33

Trade and other receivables

617

Trade and other payables

( 963)

Current tax liability

( 653)

Interest-bearing liabilities

( 4,175)

Deferred tax liability

( 226)

Lease liabilities

( 1,920)

Fair value of new assets and liabilities

13,993

Goodwill

3,536

Total purchase consideration for shares

17,529

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 the shares vest and 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.

In 2021, 1,917,165 shares issued to kiwifruit growers vested. In 2022, the

remaining 144,638 shares issued to avocado growers vested, see note 21.

Employee share scheme

On 15 March 2019, the Group invited eligible employees to participate in

a three-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 vested in 2022, see note 21.

Main contents

Financial contents

ANNUAL REPORT 2022 | SEEKA LIMITED58
Critical accounting estimates and judgements

The fair values of assets are subject to estimates and judgement. Seeka engaged CBRE Limited t/a Telfer Young from CBRE to complete an

independent valuation of the land and buildings at the acquisition dates. The remaining property, plant and equipment was assessed on a depreciated

historical cost basis, as well as a physical stocktake and a comparison to similar Seeka-owned assets. The Group assessed that any intangible asset

that exists for grower relationships and contracts would be immaterial for financial reporting using the multi-period excess earnings method of

calculating intangible assets on contracts.

NZ Fruits fair value of assets and liabilities, goodwill and acquisition-related costs

The fair value of acquired trade receivables is $0.34m. There is no loss allowance recognised on acquisition. The goodwill of $3.54m is allocated to

the renamed Post Harvest cash generating unit as the primary purpose of the amalgamation was to obtain the packhouse facility and increase the

Group's presence in the East Coast, which is adjacent and complementary to the main Bay of Plenty operations. The goodwill is attributable to the

operation’s market position in the region and synergies expected to arise after adding the business into the corporate structure provided by the

larger Seeka Group. The goodwill is not expected to be impaired in the foreseeable future and is not expected to be deductible for tax purposes.

Acquisition-related costs of $0.37m and integration-related costs of $0.09m are included in overhead expenses in 2022. Deferred tax of $0.23m

has been provided in relation to differences between tax written down values and the fair value of certain assets.

Seeka has 12 months from the acquisition date to reassess the fair values of the assets and liabilities disclosed above if more information comes

to light that suggests the values differ. In particular, any liabilities are expected to be crystallised and quantified within the 12 months from the

acquisition date.

Acquisition through amalgamation of Orangewood Limited (Orangewood)

In November 2021, the Group amalgamated Orangewood, an integrated kiwifruit and avocado post harvest and orchard management business

based in Kerikeri, Far North District, New Zealand, into a newly formed 100% owned subsidiary of Seeka Limited, being Northland Horticulture

Limited. Orangewood shares were cancelled with each share being exchanged for 0.663 shares in Seeka and $1.35 cash. Seeka shares were issued

based on a price of $5.33 per Seeka share (equal to the VWAP of shares traded over 10 business days, finishing on 13 September 2021, with all

fractions of Seeka shares rounded up to the next whole number).

The purchase was settled on 22 November 2021 for a purchase consideration of $4.66m by the issue of 639,302 ordinary shares in Seeka Limited

at a market price of $5.25 on the settlement date of 22 November 2021, being the market price on the acquisition date as per NZ IFRS 3, and a

cash consideration of $1.30m. The change in the share price on acquisition date had the impact of decreasing goodwill by $0.05m

Acquisition-related costs of $0.02m were included in overhead expenses in the year ended 31 December 2022 (Dec 2021 - $0.37m).

Seeka had 12 months from the acquisition date to reassess the fair values of the assets and liabilities disclosed above if more information comes

to light that suggests the values differ. In particular, any liabilities are expected to be crystallised and quantified within the 12 months from the

acquisition date.

Seeka has identified and updated the fair values of assets and liabilities to ensure the accuracy and completeness of payroll-related accruals made in

the initial fair values as disclosed in December 2021 and the tax implications arising as a result. The net impact is an increase in goodwill by $0.15m.

20. Earnings and net tangible assets per share

20222021

Basic earnings per share

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

6,504 14,860

Weighted average number of ordinary shares in issue (thousands)

41,292 34,829

Basic earnings per share

$0.16 $0.43

Diluted earnings per share

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

6,504 14,860

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

41,301 35,199

Diluted earnings per share

$0.16 $0.42

Net tangible assets per share

Net tangible assets ($000s)

250,762 229,310

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

41,988 40,176

Net tangible assets per share

$5.97 $5.71

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 and outstanding 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.

Financial contents

Main contents

59SEEKA LIMITED | ANNUAL REPORT 2022
21. Retained earnings and reserves

Retained earnings

The following table details movements in retained earnings.

New Zealand dollars

2022

$000s

2021

$000s

At 1 January

51,564 45,938

Net profit for the year

6,504 14,860

Dividends paid or declared

( 5,308) ( 9,234)

At 31 December

52,760 51,564

Reserves

The following table details the closing balances of reserve accounts.

New Zealand dollars

2022

$000s

2021

$000s

Reserves

Cash flow hedge reserve

2,476 ( 388)

Water share revaluation reserve

2,756 2,594

Land and buildings revaluation reserve

50,368 40,632

Foreign currency translation reserve

( 161) ( 208)

Foreign currency revaluation reserve

( 2) 90

Share entitlement reserve

- 526

Total reserves

55,437 43,246

The cash flow hedge reserve records increases and decreases on the revaluation of derivative financial instruments.

The water share revaluation reserve records increases and decreases on the revaluation of Seeka's owned permanent water shares in Victoria Australia.

The land and buildings revaluation reserve records increments and decrements on the revaluation of land and buildings.

The foreign currency translation reserve records foreign currency translation differences of Group entity results and financial position. The amounts

are accumulated in other comprehensive income and recognised in profit or loss when the foreign operation is partially disposed of or sold.

The foreign currency revaluation reserve records unrealised gains and losses on Group assets and liabilities held in foreign currencies.

The share entitlement reserve records the value of option benefits recognised on the Group's grower loyalty and employee share schemes as detailed

in this note.

The Group operated 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 sale of shares are used

to repay the debt owed to the Company.

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

New Zealand dollars

2022

$000s

2021

$000s

At 1 January

423 270

Transfer to share capital

( 461)-

Movement in employee share entitlement reserve

38 153

At 31 December

- 423

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

369,998 (Dec 2021 - 593,998) representing 0.89% (Dec 2021 - 1.48%) of the shares of the Company on issue at that date.

Main contents

Financial contents

ANNUAL REPORT 2022 | SEEKA LIMITED60
Grower loyalty share scheme

Under the grower loyalty share schemes, shares were issued to a share trust in return for a debt owed 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 harvest seasons, with the final harvest season

being the avocado harvest season ending 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 had an option to either settle any outstanding debt on the shares and have the shares transferred to

them, or to not have the shares transferred to them, whereby any outstanding debt was forgiven and the shares sold by the trustee. The proceeds

from the shares that vest or from the sale of shares was used to repay the debt owed to the Company.

In September 2021, the three-season supply commitment period for kiwifruit and kiwiberry growers ended, and 1,917,165 shares vested.

In April 2022, the three-season supply commitment period for avocado growers ended, and 144,638 shares vested.

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

New Zealand dollarsShares

Loan balance

$000s

At 1 January 2022

144,638609

Vested April 2022 - Avocado

Entitlement accepted by growers

144,638 609

Total vested April 2022

144,638 609

At 31 December 2022

--

From the September 2021 vesting, 333,897 shares that were either ineligible for entitlement, or not accepted by growers, were sold on market for

a total net consideration of $1.41m.

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

New Zealand dollars

2022

$000s

2021

$000s

At 1 January

103 1,020

Transfer to share capital

( 112) ( 1,363)

Movement in grower share entitlement reserve

9 446

At 31 December

- 103

The scheme terminated April 2022 upon the end of the avocado grower commitment period, and at 31 December 2022, 50,337 options, 0.12% of

Seeka shares on issue at that date, that were granted to growers remain outstanding (Dec 2021 - 144,638 shares, 0.36% of Seeka shares on issue

at that date).

The following table details the closing value of the share entitlement reserve in the grower loyalty share scheme Black Scholes calculation.

New Zealand dollars

2022

$000s

2021

$000s

Balance related to employee share entitlement reserve

- 423

Balance related to grower share entitlement reserve

-103

Balance 31 December

- 526

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

Financial contents

Main contents

61SEEKA LIMITED | ANNUAL REPORT 2022
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 profit or

loss with a corresponding increase in the share entitlement 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 other income in the statement of profit or loss with a

corresponding increase in share entitlement 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 of the grower.

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.

Accounting policies

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

22. Dividends

Dividends paid Per share$000s

2021

March 2021

$0.12 3,944

October 2021

$0.13 5,209

Amendment to September 2020 and December 2020 dividends

81

Total dividend 2021

$0.25 9,234

2022

February 2022

$0.135,308

Total dividend 2022

$0.135,308

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 payments during the year were $4.37m (Dec 2021 - $11.72m).

In 2021, the dividends paid were reviewed and amended for the NRWT on international shareholder dividends, resulting in an adjustment of

$0.08m.

On 20 January 2022, the directors declared a fully-imputed dividend of $0.13 per share. The dividend was paid 23 February 2022 to those

shareholders on the register at 5pm on 28 January 2022. The dividend reinvestment plan applied with no discount to the strike price.

Seeka dividend policy

Seeka’s dividend policy is to declare and distribute dividends between 65% and 75% of Net Profit After Tax (NPAT) annually in conjunction with

the release of the half year and full year results subject to due consideration of the Board and approval of the banking syndicate.

In addition to this, following agreement by Seeka's Banking Syndicate to amend certain covenants, it is a requirement that dividends will only

be paid if the net leverage ratio banking covenant in the most recent Compliance Certificate does not exceed 4.00:1:00 during the period 1 July

2022 to 29 June 2023 and 3.75:1.00 during the period 30 June 2023 to 29 June 2024 and they shall be less than or equal to 75% of NPAT for the

financial year.

The net leverage ratio is calculated as total net debt less the $46m working capital facility, to adjusted EBITDA.

Main contents

Financial contents

ANNUAL REPORT 2022 | SEEKA LIMITED62
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. Other financial assets designated at fair value through profit or loss are currently held at their discounted present value of

expected cash flows as it reasonably represents current fair value. The carrying amount of all financial assets 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 profit or loss.

Investments

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

along the produce supply chain and grow Seeka’s product base and geographical reach. The Board manages business

investments to strengthen the benefits delivered to stakeholders and grow shareholder returns.

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

23. Investment in financial assets

New Zealand dollars

2022

$000s

2021

$000s

At 1 January

2,054 577

Sale of investment

( 253) ( 17)

Transfer to intangible assets

11

( 377)-

Acquisition from business combination

19

- 494

Purchase of investment

- 1,000

At 31 December

1,424 2,054

Unlisted securities designated at fair value through profit or loss

Blackburn General Partner Limited

91 91

Ravensdown Fertiliser Co-operative Limited

261 261

Ballance Agri Nutrients Limited

82 335

OTK Orchards Limited

326 326

Other share holdings

41 41

Other financial assets designated at fair value through profit or loss


Ngati Pukenga

623 1,000

Total financial assets at fair value through profit or loss

1,424 2,054

Total investment in financial assets

1,424 2,054

All other financial assets measured at fair value are defined as level 3, see note 29.

24. Investment in associates and joint arrangements

a. Investment in associates

Name of entity

Country of

incorporationBusiness activity

Equity holding 31

December 2022

Equity holding 31

December 2021

Kiwifruit Supply Research LimitedNew ZealandNot trading

20%20%

TKL Logistics LimitedNew ZealandPort service

33%20%

Wai O Kaha Gold Landowners Limited PartnershipNew ZealandOrcharding

11%11%

Te Kaha Gold Investment PartnershipNew ZealandOrcharding

33%33%

Fruitometry LimitedNew ZealandAgritech

26%26%

Ngutupiri General Partner LimitedNew ZealandOrcharding

64% -

TKG Orchard Services LimitedNew ZealandOrcharding

50%-

Financial contents

Main contents

63SEEKA LIMITED | ANNUAL REPORT 2022
The following table details purchase of investments in associates.

New Zealand dollars

2022

$000s

2021

$000s

At 1 January

3,958 1,000

Purchase of investment(s)

1,358 2,600

Acquisitions from business combination

- 883

Share of profit

654 236

Prior period adjustment

500-

Capital distributions received

( 518) ( 761)

Balance at end of year

5,952 3,958

Investments are made in the following associates:

Wai O Kaha Gold Landowners Limited Partnership

1,000 1,000

Fruitometry Limited

2,600 2,600

Te Kaha Gold Investment Partnership

144 358

TKL Logistics Limited

764 -

Ngutupiri General Partner Limited

938 -

TKG Orchard Services Limited

506 -

Total investment in associates

5,952 3,958

In December 2022, the Group invested $0.94m of a total committed investment of $1.4m towards 64% shareholding in Ngutupiri General Partner

Limited, which is a management company for a kiwifruit orchard joint investment venture between the Group and several Māori investment trusts

in Te Kaha, Ōpōtiki.

The Group owns a 33% share in TKL Logistics Limited, which is a logistics company that provides services for kiwifruit including transportation,

vessel planning, and ECPI. Historically this company did not build any equity value. However in 2022 the Group has recognised the value of its

investment equivalent to its share of the TKL Logistics Limited's profits.

The following table summarises the financial information of associates.

New Zealand dollars

TKL Logistics

Limited

$000s

Te Kaha Gold

Investment

Partnership

$000s

Wai O

Kaha Gold

Landowners

Limited

Partnership

$000s

Fruitometry

Limited

$000s

Ngutupiri

General

Partner

Limited

$000s

TKG Orchard

Services

Limited

$000s

Total

$000s

Summarised statement of

financial position

Current assets

3,776214-1,492-4295,911

Non current assets

1746847,4222152,14773411,376

Total assets

3,9508987,4221,7072,1471,16317,287

Current liabilities

1,634166-72-701,942

Non current assets

---386-61447

Total liabilities

1,634166-458-1312,389

Net assets

2,3167327,4221,2492,1471,03214,898

Group share of ownership

33%33%11%26%64%50%

Summarised statement of

profit or loss

Revenue

28,5131,746-306-84331,408

Profit

809912-( 330)-1721,563

Group share of profit or loss

267301-( 86)-86568

Differences related to

differences in accounting policy

---86--86

Group reported share of profit

or loss

267301---86654

Main contents

Financial contents

ANNUAL REPORT 2022 | SEEKA LIMITED64
Accounting policies

Investment in joint arrangements are classified as either joint operations or joint ventures. The classification depends on the contractual rights and

obligations of each investor, rather than the legal structure of the joint arrangement.

Joint operations

The Group recognises its direct right to the assets, liabilities, revenues and expenses of joint operations and its share of any jointly held or incurred

assets, liabilities, revenues and expenses. These have been incorporated in the financial statements under the appropriate headings.

Joint ventures

Interests in joint ventures are accounted for using the equity method, after initially being recognised at cost in the statement of financial position.

b. Investment in joint arrangements

Name of entity

Country of

incorporationBusiness activity

Equity holding 31

December 2022

Equity holding 31

December 2021

Apanui Road Orchards Joint VentureNew ZealandOrcharding

42.9%42.9%

The Apanui Road Joint Venture is considered a joint operation based on the following:

–There is equal voting rights and influence;

–There is no investment vehicle that separates the entities from the parties to the arrangement; and,

–The legal form and contractual arrangements through which the investee operates give the parties rights to the individual assets and liabilities

of the investee (rather than the net assets as a whole).

The orchards of Apanui Road Orchards Joint Venture have a finite life, are carried at their fair value and are included in the consolidated financial

statements.

Accounting policies

Associates are entities over which the Group has significant influence, but

not control, typically by holding between 20% to 70% 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 profit or loss and the carrying amount of the investment in

the statement of financial position.

Dividends or distributions received from associates are applied to reduce

the carrying amount of the investment in the statement of financial position.

Financial contents

Main contents

65SEEKA LIMITED | ANNUAL REPORT 2022
Other notes

This section contains all other note disclosures about the Group.

25. Contingencies

The Group, on behalf of growers, has lodged an insurance claim for the associated losses in kiwifruit orchard returns from fruit packed at the OPAC

site. Acceptance of this claim by the underwriters is under review. The amount and timing of any potential settlement at this stage is unknown (Dec

2021 - Nil).

26. Commitments

Capital commitments

At the year end the Group was committed to incur capital expenditure of $8.00m (Dec 2021 - $12.73m). This included planned expenditure on the RSE

accommodation at Sharp Road, $0.46m for an investment in an associate, and the final stages of the Seeka Gisborne packhouse automation project.

Operating lease commitments

The Group recognises right-of-use lease 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

Investment in subsidiaries

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

Name of entity

Country of

incorporationClass of shares

Equity holding 31

December 2022

Equity holding 31

December 2021

Trading subsidiaries

Aongatete Coolstores LimitedNew ZealandOrdinary

100%100%

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%

Northland Horticulture LimitedNew ZealandOrdinary

100%100%

OPAC Properties LimitedNew ZealandOrdinary

100%100%

OPAC Growers Supply LimitedNew ZealandOrdinary

100%100%

Seeka Australia (Pty) LimitedAustraliaOrdinary

100%100%

Seeka OPAC LimitedNew ZealandOrdinary

100%100%

Seeka Share Trustee LimitedNew ZealandOrdinary

100%100%

Seeka Te Puke LimitedNew ZealandOrdinary

100%100%

Seeka East Limited (formally: Seeka Dairy Ventures Limited)

1

New ZealandOrdinary

100%100%

Not-trading subsidiaries

CMS Logistics LimitedNew ZealandOrdinary

69%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%

Nutritious Delicious Food Company 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%

1. Seeka East Limited began trading on 2 February 2022.

Main contents

Financial contents

ANNUAL REPORT 2022 | SEEKA LIMITED66
Directors

Directors during the period were: F Hutchings, M Brick, J Burke (retired 22 April 2022), P R Cross, A Diaz (retired 22 April 2022), R Farron, S Moss

(elected 22 April 2022), C Tarrant and A Waugh.

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

2022

$000s

2021

$000s

Director fees

624 536

Executive salaries

2,906 3,014

Short term benefits

21 1,259

Total

3,551 4,809

During the year the Group provided compensation totalling $0.21m (Dec 2021 - $0.12m) to close family members of key management personnel.

All transactions were related to employee remuneration and made on normal employment contract terms and conditions.

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

2022

$000s

2021

$000s

Sales of services

Directors, key management and other personnel

3,148 3,349

Purchase of services

Directors, key management and other personnel

31 84

Outstanding balances

The following table details outstanding balances at balance date. 

New Zealand dollars

2022

$000s

2021

$000s

Current receivables (operating)

Directors, key management and other personnel

126 721

Seeka Growers Limited and OPAC 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 $189.58m (Dec 2021 - $150.94m) for the provision of services to SGL.

As part of the acquisition of OPAC in May 2021, the Group also acquired the related entity of OPAC Growers Limited (OGL). The Group undertook

transactions with OGL, a related party which administers all kiwifruit revenues received for the New Zealand business on behalf of supplying growers.

During the year, the Group received $0.88m (4 May 2021 to 31 December 2021 - $15.27m) for the provision of services to OGL relating to

kiwifruit harvested in 2021.

Investments in associates

The Group undertakes transactions with its associates as described in note 24, in the regular course of business and with normal commercial

terms and conditions. In the current period the Group received $6.76m (Dec 2021 - $0.65m) from these transactions with associates, for the sale

of goods and services, with $0.68m (Dec 2021 - $0.18m) outstanding and owed to the Group at balance date.

In the current period the Group paid $0.10m (Dec 2021 - $0.10m) to associates for the purchase or provision of goods and services, with $0.03m

(Dec 2021 - $0.01m) outstanding and due to them at balance date.

Entities controlled or jointly controlled by key management personnel

The Group undertakes transactions with entities where its key management personnel are deemed to either control or have joint control over their

operations. In the current period the Group paid $1.78m (Dec 2021 - $1.81m) to these entities, for the purchase or provision of goods and services,

with nil (Dec 2021 - $0.01m) outstanding and due to them at balance date.

Terms and conditions

All related party transactions were made on normal commercial terms and conditions and at market rates. Outstanding balances are unsecured

and are repayable in cash.

Financial contents

Main contents

67SEEKA LIMITED | ANNUAL REPORT 2022
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 orcharding,

post harvest 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.

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 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 five regions spread over two countries; New

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

regions, 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 Group's kiwifruit

orchards in Australia. Seeka has moved to contain the outbreak and

works to proactively monitor the orchards. The Queensland fruit

fly and brown marmorated stink bug are potential threats 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

Seeka relies on local people, the Recognised Seasonal Employer

(RSE) scheme and backpackers for its seasonal workforce. Seeka has

an extensive local recruitment process, including working with the

Ministry for Social Development and iwi on methods of recruiting

unemployed people into the Seeka workforce.

Since 2022, the New Zealand Government has opened access to

seasonal workers from Tonga, Samoa and Vanuatu, from which Seeka

has the ability to employ up to 1,200 seasonal employees.

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

accessibility as part of the development design, whether via stream

access, onsite storage, or developing wetlands; and

–Reporting orchards 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.

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.

Main contents

Financial contents

ANNUAL REPORT 2022 | SEEKA LIMITED68
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 17.

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 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 Financial Instruments (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 2022 and the corresponding historical credit losses during this period, adjusted

for any significant known amounts that are not recoverable.

On that basis, the following table details the provision for doubtful debts.

31 December 202231 December 2021

More than

30 days

past due

More than

60 days

past due

More than

120 days

past due

2022

Total

More than

30 days

past due

More than

60 days

past due

More than

120 days

past due

2021

Total

Expected loss rate

0.0%0.1%0.2%0.1%0.2%2.4%

Gross carrying amount -

trade receivables ( $000s)

1,600 557 1,765 3,922 735 462 1,522 2,719

Loss allowance ( $000s)

1-34-13637

New Zealand dollars

2022

$000s

2021

$000s

At 1 January

247 157

Movement in the current year

( 4) 90

At 31 December

243 247

Calculation for loss allowance

Loss allowance per NZ IFRS 9

4 37

Specific debtor provision(s)

239 210

At 31 December

243 247

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 $210.56m (Dec 2021 - $190.41m) of available credit of which $151.26m (Dec 2021 - $113.51m) was drawn. All

credit lines are currently provided by a bank syndicate comprised of five lenders across New Zealand and Australia, where Westpac New Zealand

Limited acts as the syndicate agent lender, security trustee and lead lender.

Financial contents

Main contents

69SEEKA LIMITED | ANNUAL REPORT 2022
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 2022

Trade and other payables

32,778 - - -

Lease liabilities

9,631 8,361 17,400 34,673

Interest bearing liabilities

22,870 78,072 50,000 -

Total contractual maturities

65,279 86,433 67,400 34,673

At 31 December 2021

Trade and other payables

33,034 - - -

Derivative liability

538 - - -

Lease liabilities

6,782 6,415 15,381 34,789

Interest bearing liabilities

5,246 39,780 67,977 -

Total contractual maturities

45,600 46,195 83,358 34,789

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

2022

$000s

2021

$000s

Total shareholder funds

270,943 246,491

Total assets

547,869 482,269

Shareholder equity ratio

49.45%51.11%

The Group is subject to, and monitors, financial covenants imposed by its lenders, including maintenance of equity ratios, net leverage ratios,

and earnings times interest cover. At no stage during the year did the Group breach any of its lending covenants. The Group, however, obtained

agreement from its banking syndicate in December 2022 to modify two of it covenants for the test periods 31 December 2022, 30 June 2023 and

31 December 2023.

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 as

investment in financial assets 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 comprehensive income or the statement of profit or loss whenever a previous

revaluation reserve balance is available. When no such reserve exists, any related loss is processed directly in the statement of profit or loss,

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.

Main contents

Financial contents

ANNUAL REPORT 2022 | SEEKA LIMITED70
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 2022

Expected undiscounted cash flows based

on current market interest rates ($000s)

2,183 2,183 4,367 3,350 250 -

Floating rate

5.96%

Average term rate

5.74%

At 31 December 2021

Expected undiscounted cash flows based

on current market interest rates ($000s)

943 943 1,886 3,772 2,595 -

Floating rate

2.44%

Average term rate

3.37%

29. Determination of fair values of financial and non-financial assets and liabilities

The following table analyses assets and liabilities carried at fair value.

The different levels are defined as:

–Level 1: quoted prices (unadjusted) in active markets for identical

assets or liabilities that the entity can access at the measurement

date. Instruments in level 1 are comprised of water shares.

–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 fair value

- - 63 63

Water shares

5,399 - - 5,399

Irrigation water rights

127 - - 127

Land

- - 47,411 47,411

Buildings

- - 203,527 203,527

Other financial assets

- - 623 623

Derivatives used for hedging (asset)

- 3,438 - 3,438

The following table details interest rate and price sensitivity of the Group’s financial assets and liabilities and their impact on the statement of profit

or loss or equity. Cash and advance balances do not attract interest and are not subject to pricing risk, and are therefore excluded from this analysis.

Interest rate riskPrice risk

Carrying

amount

$000s

-1 %+ 2%- 10%+ 10%

New Zealand dollars

Profit

$000s

Equity

$000s

Profit

$000s

Equity

$000s

Profit

$000s

Equity

$000s

Profit

$000s

Equity

$000s

At 31 December 2022

Financial assets

Current and non current trade

and other receivables

38,246 - - - - ( 3,825) ( 3,825) 3,825 3,825

Investment in financial assets

1,424 - - - - ( 142) ( 142) 142 142

Water shares

5,399 - - - - - ( 540) - 540

Derivative assets

3,438 - ( 1,167) - 2,300 - - - -

Financial liabilities

Trade and other payables

32,778 - - - - - - - -

Term liabilities

128,072 1,281 1,281 ( 2,561) ( 2,561) - - - -

Interest bearing liabilities

22,870 229 229 ( 457) ( 457) - - - -

Total increase / (decrease)

1,510 343 ( 3,018) ( 718) ( 3,967) ( 4,507) 3,967 4,507

At 31 December 2021

Financial assets

Current and non current trade

and other receivables

31,499 - - - - ( 3,150) ( 3,150) 3,150 3,150

Investment in shares

2,054 - - - - ( 205) ( 205) 205 205

Water shares

8,421 - - - - - ( 842) - 842

Financial liabilities

Derivative liabilities

538 - ( 190) - 379 - - - -

Trade and other payables

33,034 - - - - - - - -

Term liabilities

107,757 1,078 1,078 ( 2,155) ( 2,155) - - - -

Interest bearing liabilities

5,246 52 52 ( 105) ( 105) - - - -

Total increase / (decrease)

1,130 940 ( 2,260) ( 1,881) ( 3,355) ( 4,197) 3,355 4,197

Financial contents

Main contents

71SEEKA LIMITED | ANNUAL REPORT 2022
The reconciliations for level 3 fair value requirements are shown.

–Land and buildings (note 10)

–Biological assets - crop (note 12)

–Other financial assets (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 valueMethodKey unobservable inputs

How unobservables

impact estimated fair

value

Biological assets -

crop at fair value

Includes New Zealand

avocados and Australian

plums and speciality pears.

$ 0.06 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$ 250.94 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,

capitalisation of rents 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.

Other financial assets$ 0.62 mCalculating the present value

of expected cash flows using

contractual interest rates, expected

repayment dates and discount rate.

Repayment dates.

Discount rates.

Increases with an earlier

repayment date.

Increases with a lower

discount rate.

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), reflects 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.

Main contents

Financial contents

ANNUAL REPORT 2022 | SEEKA LIMITED72
30. Derivative financial instruments

New Zealand dollars

2022

$000s

2021

$000s

Assets

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

3,438 -

Liabilities

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

- 538

Group bank loans currently bear an average variable interest rate of 5.8% (Dec 2021 – 3.0%), with the Group using interest rate swaps to protect

the term portion of the loans.

Swaps cover 61% (Dec 2021 - 83%) 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

margin

Hedge

effective dateHedge expiry

NZD $28m

28,000 5.50%

31 January 2024

2.70%

10 May 202231 January 2024

NZD $50m

50,000 5.70%

31 January 2025

2.89%

10 May 202231 January 2025

Total (NZD)

78,000

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 LCY

$000sSpot rateHedge fixed rateHedge expiry

2022

NZD - AUD hedges

2,674 0.9366 0.9000

29 December 2023

USD - NZD hedges

116 0.6335 0.6456

13 January 2023

2021

NZD - AUD hedges

583

0.9421 0.9599

28 February 2022

EUR - NZD hedges

157

0.6032 0.6164

4 February 2022

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

profit or loss. When a forecast transaction is no longer expected to

occur, the cumulative gain or loss that was reported in comprehensive

income is immediately transferred to the statement of profit or loss

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 New Zealand Limited.

The fair values of the interest rate swaps and forward exchange

contracts are determined by Westpac New Zealand Limited and

reviewed by the Board.

The gains and losses recognised in comprehensive income appear in

the statement of profit or loss.

Hedge effectiveness

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 enters into foreign

exchange contracts where purchases or receipts are expected to be

settled in that foreign currency. The Group does not hedge 100% of its

loans or foreign exchange contracts.

Hedge ineffectiveness may occur due to:

–the credit value/debit value adjustment on the interest rate swaps

which is not matched by the loan,

–differences in critical terms between the interest rate swaps and

loans, or,

–trading ceases to exist in the foreign currency.

There was no material ineffectiveness during 2022 or 2021 in relation

to the interest rate swaps or foreign exchange contracts.

Financial contents

Main contents

73SEEKA LIMITED | ANNUAL REPORT 2022
31. Financial instruments summary

The following table categorises the Group's financial assets.

New Zealand dollars

Financial assets

at amortised

cost

$000s

Financial assets

at fair value

through profit

or loss

$000s

Total

$000s

At 31 December 2022

Cash and cash equivalents

3,554 - 3,554

Current trade and other receivables excluding prepayments

29,944 - 29,944

Non current trade and other receivables excluding prepayments

5,099 - 5,099

Derivative financial instruments

-3,438 3,438

Investment in financial assets

- 1,424 1,424

Total financial assets at 31 December 2022

38,597 4,862 43,459

At 31 December 2021

Cash and cash equivalents

12,361 - 12,361

Current trade and other receivables excluding prepayments

28,497 - 28,497

Non current trade and other receivables excluding prepayments

814 - 814

Investment in financial assets

- 2,054 2,054

Total financial assets at 31 December 2021

41,672 2,054 43,726

The following table categorises the Group's financial liabilities.

New Zealand dollars

Derivative

financial

instruments

used for

hedging

$000s

Financial

liabilities at

amortised cost

$000s

Total

$000s

At 31 December 2022

Trade and other payables

- 32,778 32,778

Current interest bearing liabilities

- 22,870 22,870

Non current interest bearing liabilities

- 128,072 128,072

Total financial liabilities at 31 December 2022

- 183,720 183,720

Financial liabilities as at 31 December 2021

Trade and other payables

- 33,034 33,034

Current interest bearing liabilities

- 5,246 5,246

Derivative financial instruments

538 - 538

Non current interest bearing liabilities

- 107,757 107,757

Total financial liabilities at 31 December 2021

538 146,037 146,575

Accounting policies

The Group classifies its financial instruments in the following

categories in accordance with NZ IFRS 9:

–amortised cost for financial assets and liabilities,

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

–assets at fair value through profit or 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.

Main contents

Financial contents

ANNUAL REPORT 2022 | SEEKA LIMITED74



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 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 2022, 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 financial statements comprise:

● the statement of financial position as at 31 December 2022;

● the statement of profit or loss 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 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, consulting and tax

pooling and agreed upon procedures in respect to the half year financial statements and the debt

covenant compliance certificate. The provision of these other services and relationships have 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 financial statements of the current year. These matters were addressed in the context

of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.


Financial contents

Main contents

75SEEKA LIMITED | ANNUAL REPORT 2022




PwC



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

Forecast compliance with bank financial

covenants

As at 31 December 2022 the Group had

banking facilities totalling $210.6 million of

which $151.3 million was drawn.

As noted in the basis of preparation section

of the financial statements, following

several adverse events affecting

profitability, the Group obtained agreement

from its banking syndicate in December

2022 to modify some of the financial

covenants in the Syndicated Facilities

Agreement for the test dates as at 31

December 2022, 30 June 2023 and 31

December 2023.

The Group complied with all financial

covenants throughout the year ended 31

December 2022.

The Directors have considered the forecast

cash flows and covenant compliance,

including the expected impact from

Cyclone Gabrielle on the 2023 harvest. The

Directors have concluded that, based on

the current information, there are no

material uncertainties that the Group would

not be able to comply with those covenants

as at 30 June 2023 and 31 December

2023, which are those within the 12 months

following the approval of the Group’s

financial statements.

In order to assess the impact of Cyclone

Gabrielle the Group has undertaken

targeted inspections and discussions with

affected growers to understand and

determine expected kiwifruit crop

reductions.

Forecast compliance with bank financial

covenants is considered a key audit matter

due to the significant level of management

judgement applied in estimating the future

performance used in calculating covenant

compliance.



Our procedures included:

● identifying and evaluating the design, and

determining the implementation of controls related

to forecasting financial covenant compliance;

● obtaining and reading the Syndicated Facilities

Agreement and amendments to that agreement;

● obtaining the Group’s financial covenants

calculation for the year ended 31 December 2022

and testing the accuracy of the calculations;

● obtaining the Group’s forecast financial covenants

for the test dates as at 30 June 2023 and 31

December 2023, which cover those within the 12

months following the approval of the Group’s

financial statements and:

○ assessing the reasonableness of

management’s forecasts in light of historical

performance and our analysis of the forecasts

used in the goodwill impairment tests;

○ evaluating the reasonableness of the Group’s

sensitivities to the forecast by performing our

own sensitivities and stress tests of significant

assumptions to assess the level of forecasting

risk at each test date;

○ evaluating the reasonableness of a number of

factors that the Group identified that may

improve earnings and / or reduce debt before

the two financial covenant test dates;

○ evaluating management's assessment of the

effect of Cyclone Gabrielle on the crop

estimates for the 2023 harvest and, therefore,

the forecast financial performance for the year

ending 31 December 2023, including:

■ obtaining the Group’s estimate, and

supporting calculations and evidence of

the impact of this event on the 2023

kiwifruit harvest;

■ discussing management’s process for

preparing this forecast impact;

■ for a sample of orchards, validating the

estimated impact on the kiwifruit crop by

discussing the impact with growers,

including the Group’s grower-Directors;

Main contents

Financial contents

ANNUAL REPORT 2022 | SEEKA LIMITED76




PwC



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

○ assessing the estimated impact and

uncertainties in this estimate against the

headroom in the forecast financial covenant

calculations at the two financial covenant test

dates;

○ obtaining appropriate representations from the

Directors; and

● reviewing the adequacy of the disclosures in the

financial statements.

Goodwill impairment tests

As at 31 December 2022, the carrying

amount of the Group’s goodwill amounted

to $20.2 million as disclosed in note 11 of

the financial statements.

Management has performed impairment

testing for each cash generating unit (CGU)

on a value-in-use basis, using a discounted

cash flow model based on forecast future

performance to determine the recoverable

amount.

As a result of the impairment tests at 30

November 2022 the goodwill balances

associated with the SeekaFresh and Kiwi

Crush CGUs were fully impaired.

There was no impairment identified for the

Post Harvest CGU. Goodwill recognised as

at 31 December 2022 solely relates to this

CGU.

The impairment testing of goodwill is

considered a key audit matter due to the

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, along with

evaluating the overall Group impairment test.

Our procedures included:

● identifying and evaluating the design, and

determining the implementation of controls related

to the impairment tests

● evaluating the appropriateness of the CGUs,

including the changes made to the definition of the

Group’s CGUs during the year;

● agreeing the cash flows included in management’s

impairment model for each CGU to the latest board

approved five year plan and budget for the year

ending 31 December 2023;

● 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

supporting information including, for the Post

Harvest CGU, the forecast supply of trays to the

packhouses, earnings per tray, and overheads. We

compared this information to historical outcomes

and external reports;

● engaging our in-house valuation expert to assist us

with:

○ assessing whether the discount rates and

long-term growth rates used by management

for each CGU was reasonable in the context

of the forecasts; and

○ considering management’s paper comparing

the net assets and the market capitalisation of

the Company. This analysis was completed as

part of our assessment of indicators of

impairment.

Financial contents

Main contents

77SEEKA LIMITED | ANNUAL REPORT 2022




PwC



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

● testing 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 cash flow

assumptions;

● assessed whether there were any impairment

indicators between 30 November 2022 and

31 December 2022; and

● reviewing the adequacy of the disclosures in the

financial statements.

Valuation of land and buildings

As reflected in note 10 of the financial

statements, the Group has a policy of

revaluing its land and buildings on a three-

year rolling cycle (excluding assets under

construction). At each balance date

approximately one-third of the Group’s

properties are revalued by an independent

external valuer using a combination of four

different approaches to arrive at a fair

value.


The Group then utilises its internal

valuation expertise to evaluate whether,

based on the results of the third party

valuations and other recent market data,

the remaining New Zealand and Australia

asset values remain appropriate and

materially reflect fair value. No material

change was identified.


The total value of the Group’s land and

buildings at year end is $250.9 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:

● identifying and evaluating the design, and

determining the implementation of controls related

to the valuations

● assessing the independence, objectivity and

competence of the third party valuers;

● engaging our in-house valuation expert to challenge

the work performed by the third party valuers and

assess the reasonableness of the assumptions

used, such as capitalisation and discount rates;

● reviewing and challenging management’s

assessment of the carrying values of the Group’s

land and buildings not independently revalued

during 2022 by comparing our own independent

assessment of valuation ranges using our own

valuation expert; and

● reviewing the adequacy of the disclosures in the

financial statements.

















Main contents

Financial contents

ANNUAL REPORT 2022 | SEEKA LIMITED78




PwC



Our audit approach


Overview


Overall Group materiality: $2,450,000, which represents approximately

0.70% 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, and is a generally accepted benchmark.

The Group operates in a high-volume low margin industry where net

profit is not representative of the scale of the Group.

In determining the materiality amount we ensured that it was less than

the headroom in the Group’s bank financial covenants calculation as at

31 December 2022.

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 three key audit matters, being:

● Forecast compliance with bank financial covenants

● Goodwill impairment tests

● Valuation of land and buildings


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

misstatement in the 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 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 financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Group materiality for the 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 financial statements as a whole.




Financial contents

Main contents

79SEEKA LIMITED | ANNUAL REPORT 2022




PwC



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 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 (New Zealand), or based on materiality calculated for statutory reporting purposes

where the statutory materiality was lower than that allocated in the Group calculation (Australia).

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 financial statements and our

auditor's report thereon.

Our opinion on the 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 financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

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 financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of

the 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 financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the 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 financial statements

Our objectives are to obtain reasonable assurance about whether the 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 financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the

External Reporting Board’s website at:

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

This description forms part of our auditor’s report.



Main contents

Financial contents

ANNUAL REPORT 2022 | SEEKA LIMITED80




PwC



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 Troy Florence.

For and on behalf of:

Chartered Accountants

23 February 2023

Auckland



Financial contents

Main contents

81SEEKA LIMITED | ANNUAL REPORT 2022
Governance

82 Corporate governance statement

92 Board of directors

94 Interests register

95 Directors’ interests in Seeka Limited securities

96 Subsidiary companies

98 Employee remuneration

99 Other disclosures

100 Securities statistics

Main contents

ANNUAL REPORT 2022 | SEEKA LIMITED82
Corporate governance statement

As at 31 December 2022

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, 17 June 2022 (the Code). Our practices are 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 91 of this annual report.

Seeka's governance policies are available on Seeka's website, see Seeka.co.nz/corporate-governance.

The Board approved this governance statement on 23 February 2023.

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 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 that applies to the Seeka team of directors, officers, senior managers and all employees, that prohibits

team members from 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 (defined below) 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. The policy also specifies that Seeka team members should not engage in short-term trading.

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 interests of the company, to deliver benefits to stakeholders and grow shareholder returns.

Main contents

Governance

83SEEKA LIMITED | ANNUAL REPORT 2022
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

• Compliance with the Financial Markets Authority (FMA) and NZX Listing Rules

• Establishing corporate objectives and strategies

• Meeting obligations under environmental, social and governance (ESG) principles

• Monitoring management’s implementation of Seeka’s strategies

• Overseeing high standards of ethical behaviour

• 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 for Board succession planning. This occurred on 1 September 2021, when Robert Farron was

appointed to the Board.

At the annual shareholders meeting held 22 April 2022, Robert Farron and Stewart Moss were elected by shareholders, and John Burke and Amiel

Diaz retired, at which point the Board reverted to seven directors.

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 is led by the independent chair Fred Hutchings. Non-independent director Amiel Diaz (retired 22 April 2022) was the only director

residing overseas. Since 22 April 2022, the Board has a majority of independent directors.

The following table summarises current director qualifications, independence, skills and experience.

QualificationIndependentExecutive leadershipFinancialLegalSustainabilityKiwifruit industryGovernanceCulturalInternational marketsBrand managementTechnologyProperty valuation

Fred HutchingsBBS, FCA

   

Martyn BrickBAgCom

  

Ratahi Cross

   

Robert FarronBBS, CA

  

Stewart Moss

 

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 that served on the Board in 2022 were appointees of large shareholders and deemed non independent;

• Ratahi Cross is a representative of Seeka shareholder Te Awanui Huka Pak Limited and is the chair of the Ngai Tukairangi Trust, a large kiwifruit

grower supplying Seeka, and

• Amiel Diaz (retired 22 April 2022), was a representative of Seeka’s shareholder Sumifru Singapore Pte Limited.

As Seeka’s foundation business is kiwifruit, the Board considers experience in the kiwifruit industry a core competency. Four directors that served

on the Board in 2022 have extensive experience in kiwifruit production and handling, and through their extensive interests in kiwifruit orchards that

supply Seeka were considered non-independent directors;

• Martyn Brick

• Ratahi Cross

• John Burke (retired 22 April 2022), and

• Stewart Moss (elected 22 April 2022)

Main contents

Governance

ANNUAL REPORT 2022 | SEEKA LIMITED84
The Board has four independent directors;

• Fred Hutchings, Board chair and Remuneration Committee chair

• Robert Farron, Audit and Risk Committee chair (since 21 March 2022)

• Cecilia Tarrant, Sustainability Committee chair, and

• Ashley Waugh (Audit and Risk Committee chair, up to 21 March 2022)

Director appointments and induction

As required, the chair 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 at 31 December 2022

0 to 3 years3 to 6 years6 to 9 years9 to 12 years

2

1

1

2

1

1

1

1

2

1

1

3 Non-independent directors

4 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, it will explain to shareholders its rationale for supporting

re-election.

At the April 2022 annual shareholders meeting, two directors retired; Amiel Diaz, having served 12 years, and John Burke, having served ten years.

Director profiles

Director profiles are listed on Seeka’s website (see Seeka.co.nz/investors), and are included on page 92 of this annual report. Full disclosure of

director interests according to section 140 (2) of the Companies Act 1993 are listed on page 94 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 directors, 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, and Martyn Brick, Stewart Moss, Cecilia Tarrant and Ashley Waugh have rural backgrounds.

The following table reports self-identified gender composition of the Board and senior management team as at 31 December 2022.

FY22FY21

FemaleMaleGender diverseFemaleMaleGender diverse

Directors160170

Senior managers260270

Total31203140

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 2022, Seeka performed in adherence to the principles of our Diversity Policy.

Main contents

Governance

85SEEKA LIMITED | ANNUAL REPORT 2022
Professional development

Directors are supported to undertake professional development through individual training and by attending relevant courses.

Evaluation of board, committee and director performance

The Board Charter specifies that the chair undertakes an annual review of Board, committee and director performance. The chair's 2022 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 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 Audit and Risk, Sustainability, Remuneration, and Nominations Committee Charters biennially.

Committee membership and workload management

Seeka is governed by a seven-member non-executive Board, except during succession planning when an eighth director may be appointed until the

next annual shareholders meeting, at which point the Board reverts to seven 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 and their members 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. As required, the committee

also undertakes the duties of a Due Diligence

Committee.

Robert Farron, chair

Martyn Brick

Ashley Waugh

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.

Ensures 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

Fred Hutchings

Ratahi Cross

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

Cecilia Tarrant

Stewart Moss

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.

Established as requiredNominations

Committee

Charter

Main contents

Governance

ANNUAL REPORT 2022 | SEEKA LIMITED86
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

Robert Farron

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 2022, see page 93 for changes to Board and committee membership

during the year.

IndependentBoardAudit and RiskSustainabilityRemunerationNominations

directorMeetingsAttendedMeetingsAttendedMeetingsAttendedMeetingsAttendedMeetingsAttended

Fred HutchingsYe s1111--5533--

Martyn BrickNo111044------

John BurkeNo335311----

Ratahi Cross

No1111--4322--

Amiel DiazNo33--------

Robert FarronYe s111199------

Stewart MossNo88----11--

Cecilia TarrantYe s1111--5533--

Ashley WaughYe s111199------

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 growers.

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. At every Board meeting the Board considers whether its deliberations and decisions trigger

a need for a disclosure to the NZX.

As stewards of more than 3,900 hectares of 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/.

Main contents

Governance

87SEEKA LIMITED | ANNUAL REPORT 2022
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 financial statements. Seeka is represented on the entities’ controlling councils, provides

management support, and ensures grower representatives are kept informed on market conditions, industry issues and Seeka’s operational

performance for their fruit.

Seeka complies with the financial reporting requirements prescribed by the Companies Act 1993, Financial Markets Conduct Act 2013 and the NZX

Listing Rules. Seeka also considers environmental, social and governance concerns, and discloses to the market any environmental factors that may

materially affect operations.

Seeka's Sustainability Committee provides strategic guidance on its environmental, social and governance (ESG) framework, targets, measures and

performance. Since 2020, Seeka has been reporting its ESG initiatives in the annual and interim reports, and in June 2022 Seeka published its first

stand-alone sustainability report.

Seeka's 2022 Sustainability Report details Seeka's journey to be a sustainable business and Seeka's aim to be net zero carbon by 2050, and an

employer of choice that provides excellent service to Seeka customers while supporting the wellbeing of our communities.

Seeka began measuring emissions in 2019 using the Ministry for the Environment's carbon footprint workbook, before calculating its 2020 and 2021

footprint using the internationally recognised standard ISO 14064-1: 2018 - Greenhouse gases, with the results verified by Toitū. Using this data, Seeka

has a platform to understand its impact on the environment, identify key areas of emissions, and define three intensity-based performance indicators;

tonnes CO2e per $1 million of revenue, per 100,000 class 1 trays packed, and per permanent employee.

The report publishes Seeka's total and intensity-based CO2e emissions since 2019, and the progress of multiple carbon-reduction initiatives. Along

with environmental sustainability, the report also updates stakeholders on Seeka's social sustainability programmes and ESG governance processes,

including climate change risk and opportunity analysis.

Starting from 2022, yearly sustainability reports are scheduled to be published each June.

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 approving any increase to the pool available to pay directors’ fees. Approval was last sought in April 2022, when

the pool limit was set at $610,000 per annum. As part of Board succession planning, the Board had eight directors up until the 22 April 2022 annual

shareholders meeting, after which the Board reverted to seven directors. Due to this temporary increase in the number of directors the total fees paid

exceeded the pool limit by $14,434, as permitted under NZX Rule 2.11.

As determined by the Board, the directors are remunerated by a base director fee, a Board chair fee, and chair or membership fees for three Board

committees as per the following schedule that was presented to shareholders in April 2022. The total Board chair fee will not exceed $140,000,

irrespective of whether the chair would otherwise be eligible for committee fees.

NumberDirector feeChair feePool

Board7

$ 70,000$ 140,000$ 560,000

Audit and Risk, and Due Diligence Committee3

$ 7,500$ 15,000$ 30,000

Sustainability Committee3

$ 2,500$ 5,000$ 10,000

Remuneration Committee3

$ 2,500$ 5,000$ 10,000

Total director pool

$ 610,000

Directors receive no equity-based remuneration, and receive no performance or retirement benefits. Directors are encouraged but not required to

own Seeka shares. Director shareholdings are disclosed on page 95.

Main contents

Governance

ANNUAL REPORT 2022 | SEEKA LIMITED88
The following table reports the annual allocation of the pool in 2022, and directors’ fees paid during the financial year. Non-italics are committee

members at year end, italics are part-year membership in 2022, see page 93 for details. No other benefits were provided to directors.

Board

Audit and Risk

Committee

Sustainability

Committee

Remuneration

Committee

Annual base

director fee

Chair

fees

Committee

fees

Director fees

paid during

the year

Fred HutchingsChairMemberChair

$ 70,000$ 70,000$140,000

Martyn BrickDirectorMember

$ 70,000$ 4,664$ 74,664

John BurkeDirectorMemberMember

$ 21,583$ 3,083$ 24,666

Ratahi CrossDirectorMemberMember

$ 70,000$ 2,500$ 72,500

Amiel DiazDirector

$ 21,583$ 21,583

Robert FarronDirectorChair / Member

$ 70,000$ 11,708$ 1,646$ 83,354

Stewart MossDirectorMember

$ 48,521$ 2,500$ 51,021

Cecilia TarrantDirectorChairMember

$ 70,000$ 5,000$ 2,500$ 77,500

Ashley WaughDirectorMember / Chair

$ 70,000$ 3,292$ 5,854$ 79,146

Total

$511,687$ 90,000$ 22,747$624,434

Chief executive officer remuneration

The review of the chief executive officer’s remuneration is undertaken by the remuneration committee with the remuneration package the

responsibility of the Board. Michael Franks was appointed chief executive officer 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 officer remuneration for 2022.

Base salaryBenefits

1

FY22 annual

performance incentive

Total remuneration

Michael Franks

$ 763,806$ 51,983 -$ 815,789

1. Benefits are delivered through vehicle, Kiwisaver contributions, medical and life insurance.

Performance incentive

The chief executive officer’s performance incentive has a maximum value of 73% of fixed remuneration for achieving annual targets set by the Board,

including financial performance, strategic goals, health and safety, and risk management. For FY22, the chief executive officer earned no performance

incentive (FY21 - $470,063, paid December 2021).

Employee share scheme

In April 2022, the chief executive officer paid $4.09 per share ($32,720 total payment) for 8,000 shares that vested from the 2019 employee share

scheme (April 2019 issue price $4.76 per share). The chief executive has no further interest in any employee share scheme, and there is no current

scheme.

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.

Seeka has appropriate insurance cover, as available, for property damage to its offices, post harvest processing and fruit handling facilities.

Main contents

Governance

89SEEKA LIMITED | ANNUAL REPORT 2022
The Board composition includes directors with long-term experience in New Zealand’s kiwifruit industry, and Australian 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.

The following summarises the key material risks which the Board have identified and the associated mitigation strategies.

Key risksPotential impactsMitigation strategies

Human diseases including

pandemics

The Group's capacity to deliver time-sensitive services to

stakeholders.

Market access and consumer demand for Group-

handled produce.

Infectious disease manual and access to protective

equipment.

Registered access to Seeka sites and automatic

temperature logging at post harvest facilities.

Geographic separation of orchards and post harvest

facilities.

Health and safetyStakeholder wellbeing and the ability to attract and

retain personnel.

Degrade the Seeka brand and stakeholder demand for

Group services.

Integrated health and safety in all aspects of the

business.

Site safety audits and guarding of moving machinery.

Regular reporting on health and safety performance.

Site securityHealth and safety of Group stakeholders.

Physical damage of Group assets and the ability to

deliver time-sensitive services.

Produce contamination.

Security fencing, alarm systems and third-party

monitoring of Seeka facilities.

Registered access to Seeka sites.

Produce contamination

Market access and consumer demand for Group-

handled produce.

Documented and accredited quality management system.

Recognised suppliers and securely store produce.

Compliance with industry spray programmes and pre-

harvest residue testing.

Plant diseases and pestsThe volume and quality of fruit grown, handled and

sold by the Group.

Best-practice orchard management and geographic

separation of orchards.

Comprehensive orchard monitoring and compliance

with industry spray programmes.

Biosecurity breaches in New

Zealand and Australia by novel

plant diseases and pests

The volume and quality of fruit grown, handled and

sold by the Group.

Market access for Group-handled produce.

Biosecurity border control by government authorities.

Awareness and monitoring of key threats in New

Zealand and Australia.

Regulatory security

Supply chain efficiency and costs.

Market access and market returns for Group-handled

produce.

Active participation in industry associations.

Monitor potential threats and opportunities.

Climate change

The volume and quality of fruit grown, handled and sold

by the Group.

Degrade the Seeka brand and stakeholder demand for

Group services.

Board Sustainability Committee governance and

decarbonisation targets.

Research and development team investigating alternative

orchard practices.

Geographical spread of operations and development of

land management plans.

Cyber attackThe Group's capacity to deliver time-sensitive services

to stakeholders.

Unauthorised access and distribution of sensitive

Group and stakeholder data.

Degrade the Seeka brand and stakeholder demand for

Group services.

Documented and enforced security policy for

information systems.

Professional information technology security systems.

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.

Under Board direction, Seeka has a Covid-19 response committee to protect our people and prepare our business. Seeka worked with health

professionals, secured personal protective equipment, and used social distancing protocols to mitigate risk and keep our people safe as we deliver an

essential service. This includes onsite personnel temperature logging, touchless signing in, the provision of personal protective equipment, two-metre

screening, enlarged break areas, 24-hour cleaning and remote management. Seeka continued operations during the 2022 Omicron outbreak.

Main contents

Governance

ANNUAL REPORT 2022 | SEEKA LIMITED90
Our people work in multiple, complex environments, and we focus on building safety into everything we do. This included instilling Seeka's safety

culture as we amalgamated OPAC and Orangewood in FY21, and NZ Fruits in FY22. Over the full year, the Group employed more than 6,500 people,

with Group salary and wages equating to 2,396 full time equivalents.

The following table reports Seeka's health and safety lead and lag measures for FY22.

IndicatorFY22 annual targetFY22 actuals

Inspirational people; monthly H&S meetings heldLead90%

93%

Total recordable injury frequency rate

1

Lag

Less than 4.5

2.75

Serious injuries

2

LagZero1

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. Permanently disabled or requiring immediate in-patient hospitalisation.

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 market

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 FY22, Troy Florence of PricewaterhouseCoopers (PwC) completed his second year as external auditor for the Group.

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.

In FY22, PwC was paid $529,000 for audit fees and expenses, $12,000 for tax compliance and consulting, $12,000 for tax pooling services and

$7,000 for debt covenant compliance certificate agreed upon procedures.

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 consider 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

• Annual sustainability report

• 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

Main contents

Governance

91SEEKA LIMITED | ANNUAL REPORT 2022
Shareholders are actively encouraged to attend the annual shareholder meeting and mid-year stakeholder update either in person or online, 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, where practical, the Board will offer a scheme that allows existing shareholders to further invest in the Company on a pro

rata basis 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 payment - full yearApril

1

Annual shareholder meetingApril

Dividend payment - half yearOctober

2

Stakeholder updateOctober

1. In 2022, payment of the full year dividend was moved to 23 February due to the issue of new shares ex-dividend as part of the acquisition of NZ Fruits in February 2022.

2. The half year dividend payment was suspended in 2022.

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 Constitution and Board Charter specify 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.

From 1 January to 22 April 2022, only four out of eight directors (even split)

were deemed independent, with four 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).

Since 22 April 2022, Seeka complies with the Code with four out of seven

directors deemed independent (a majority).

From 1 January to

22 April 2022

3. Board

Committees

3.4Standing nominations

committee with

a majority of

independent directors.

The Nominations Committee Charter allows for the formation of an ad-

hoc committee as required. To manage workload across the Board, the

Nominations Committee Charter requires an independent chair.

At all relevant

times

8. Shareholder

Rights and

Relations

8.4If seeking additional

equity capital, issuers

should offer further

equity securities to

existing equity security

holders on a pro rata

basis.

On 2 February 2022, Seeka issued 1,687,860 new ordinary shares as partial

consideration for the acquisition of the shares in New Zealand Fruits Limited

by amalgamation. The Board considered this issue of Seeka shares was an

effective method to secure the acquisition by amalgamation, which would

benefit Seeka, including by further strengthening Seeka's alignment with

growers.

2 February 2022

Main contents

Governance

ANNUAL REPORT 2022 | SEEKA LIMITED92
Board of directors

The following directors held office and committee membership on 31 December 2022.

Fred Hutchings BBS, FCA

Independent, non-executive Chair

Member Sustainability Committee, Chair Remuneration Committee

Chartered Member of the Institute of Directors NZ

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

Member Audit and Risk Committee

Appointed 23 April 2013 (retiring at the 2023 annual shareholders meeting)

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, and is a trustee of Seeka Growers Limited.

Peter Ratahi Cross

Non-executive Director

Member Sustainability Committee

Chartered Member of the Institute of Directors NZ

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.

Robert Farron BBS, CA

Independent, non-executive Director

Chair Audit and Risk Committee

Chartered Member of the Institute of Directors NZ

Appointed 1 September 2021

Robert is a Chartered Accountant (CAANZ) and has had a 30-year executive career in professional services, corporate and institutional banking,

renewable energy development and electricity generation and retailing. Robert has held senior leadership roles in listed companies including chief

financial officer and company secretary of Bay-of-Plenty-based Trustpower and chief executive of Australian-based Tilt Renewables. He has also held

governance and advisory roles for private companies. Robert is based in the Bay of Plenty.

Main contents

Governance

93SEEKA LIMITED | ANNUAL REPORT 2022
Stewart Moss

Non-executive Director

Member Remuneration Committee

Elected 22 April 2022

Stewart has extensive commercial experience in horticulture and agriculture. He is a kiwifruit grower and member trustee of the Seeka Growers

Council. From his experiences working on a grading machine at Seeka KKP to developing a large-scale kiwifruit orchard, Stewart understands the

many facets of the industry and its supply chain.

Stewart is a large shareholder in one of New Zealand's largest kiwifruit orchards. He brings commercial insights into kiwifruit production and the key

relationships between grower, post harvest operator and the marketer Zespri.

Cecilia Tarrant BA/LLB Hons, LLM

Independent, non-executive Director

Chair Sustainability Committee and Member Remuneration Committee

Chartered Member of the Institute of Directors NZ

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, and Chancellor of Waipapa Taumata Rau - The University of Auckland. She is also involved in start-up investing and is a

director 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

Member 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 chairs 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 and committee membership

21 March 2022 - chair of the Audit and Risk Committee changed

• Robert Farron replaced Ashley Waugh as chair, Ashley Waugh remained a committee member

22 April 2022, Annual Shareholders Meeting - one new director elected, two directors retire

• Stewart Moss elected

• John Burke retired (member Audit and Risk Committee and Sustainability Committee)

• Amiel Diaz retired

• Board has a majority of independent directors (four independent, three non-independent)

18 May 2022 - new appointments to Audit and Risk, Sustainability and Remuneration Committees

• Martyn Brick appointed to Audit and Risk Committee (vacant position from John Burke's retirement)

• Ratahi Cross appointed to Sustainability Committee (vacant position from John Burke's retirement)

• Stewart Moss appointed to Remuneration Committee, replaced Ratahi Cross

1 February 2023

• Hayden Cartwright appointed director of Seeka. Hayden Cartwright will stand for election at the 2023 Annual Shareholders Meeting

Main contents

Governance

ANNUAL REPORT 2022 | SEEKA LIMITED94
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 2021 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

Strathboss Avocados Limited Director

Seeka Growers Limited Director / Trustee

Omega Kiwifruit Limited Director / Shareholder

Katoa Partnership Partner

Zespri International Limited Shareholder

Rokeby Trust Beneficiary

Rokeby Holdings Limited Director / Shareholder

Rising Sun Orchards Limited Shareholder

Peter Ratahi Cross Ngai Tukairangi No2 Trust Trustee / Chair

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

Robert Farron

Stewart Moss Strathboss Kiwifruit Limited Director / Shareholder

Seeka Growers Limited Director

Seeka Growers Trust Trustee

SJ & GW Moss Partnership Partner

Strathboss Avocados Limited Director

Pepper Street Trust Trustee / Beneficiary

Bateson Trailers Limited Director / Shareholder

Rising Sun Orchards Limited Shareholder

Cecilia Tarrant Payments NZ Limited Director

ArcAngels Angel Investment Network Director

The University of Auckland Chancellor

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 Chair / Shareholder

Main contents

Governance

95SEEKA LIMITED | ANNUAL REPORT 2022
Directors’ interests in Seeka Limited securities

The following table details director interests in Seeka shares at 31 December 2022.

InterestShares

Martyn BrickBeneficial

1

1,423,361

Peter Ratahi CrossBeneficial

2

2,300,040

Robert FarronBeneficial

3

5,000

Fred Hutchings Beneficial

4

63,196

Stewart MossBeneficial

5

373,644

Cecilia TarrantBeneficial

7,143

Ashley WaughBeneficial

13,166

1. Held by Omega Kiwifruit Limited (1,145,895), Strathboss Kiwifruit Limited (185,807), Martyn Brick, Christopher Mcfadden and John Burke as trustees of the Rokeby

Trust (83,000) and Martyn Brick (8,659).

2. Held by the trustees of the Ngai Tukairangi No. 2 Trust (585,630) and Te Awanui Huka Pak Limited (1,714,410). 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.

3. Held by DJ Craig and RWH Farron as trustees of the RWH Farron Family Trust (5,000).

4. Held by Walker Nominees Limited (47,716), Amwell Holdings Limited (2,523), Sharesies Nominee Limited on behalf of F A Hutchings (2,970), and Sharesies Nominee

Limited on behalf of Amwell Holdings Limited (9,987).

5. Held by Stewart Moss (178,251), jointly held by S J Moss and G W Moss (9,586), and Strathboss Kiwifruit Limited (185,807) of which Stewart Moss holds 0.1% of the

shares and jointly holds a further 19.9%.

The following table details director dealings in Seeka shares during the year.

TransactionDateNumberTotal consideration

Robert FarronPurchase 22 February 2022

5,000 $25,763

Fred HutchingsPurchase

1

23 February 2022

1,188

2

$5,937

Purchase 22 August 2022

10,177

3

$40,708

Cecilia TarrantPurchase

1

23 February 2022

169 $845

1. Acquired under the Seeka dividend reinvestment plan.

2. 1,128 shares by Amwell Holdings Limited, and 60 shares by Sharesies Nominee Limited on behalf of F A Hutchings.

3. 190 shares by Sharesies Nominee Limited on behalf of F A Hutchings, and 9,987 to Sharesies Nominee Limited on behalf of Amwell Holdings Limited.

Main contents

Governance

ANNUAL REPORT 2022 | SEEKA LIMITED96
Subsidiary companies

The following table details directors of Seeka Limited subsidiary companies as at 31 December 2022.

Subsidiaries added and director changes since 31 December 2021 are italicised.

Michael Franks and Nicola Neilson are officers of Seeka Limited. Nicola Neilson replaced Stuart McKinstry as a director of Seeka subsidiary

companies during the year. Anthony Motion resigned as an independent director for the Group’s Australian subsidiaries on 28 November 2022.

New Zealand incorporated companies

Trading subsidiaries

Aongatete Coolstores Limited Michael Franks, Nicola Neilson

AvoFresh Limited Michael Franks, Fred Hutchings

Delicious Nutritious Food Company Limited Michael Franks, Nicola Neilson

Integrated Fruit Supply & Logistics Limited Michael Franks, Nicola Neilson

Kiwi Coast Growers (Te Puke) Limited Michael Franks, Nicola Neilson

OPAC Properties Limited Michael Franks, Nicola Neilson

OPAC Growers Supply Limited Michael Franks, Nicola Neilson

Northland Horticulture Limited Michael Franks, Nicola Neilson

Ngutupiri General Partner Limited

1

Kylie Burt, Norman Carter, Te Aroha Mani, Rongo Puha

Seeka East Limited Michael Franks, Nicola Neilson

Seeka OPAC Limited Michael Franks, Nicola Neilson

Seeka Share Trustee Limited Fred Hutchings, Cecilia Tarrant, Peter Ratahi Cross

Seeka Te Puke Limited Michael Franks, Nicola Neilson

Not-trading subsidiaries

CMS Logistics Limited John Spratt, Robert Towgood

Eleos Limited Michael Franks, Nicola Neilson

Enviro Gro Limited Michael Franks, Nicola Neilson

Glassfields (NZ) Limited Michael Franks, Nicola Neilson

Guaranteed Sweet New Zealand Limited Michael Franks, Nicola Neilson

Kiwifruit Vine Protection Company Limited Michael Franks, Nicola Neilson

Nutritious Delicious Food Company Limited Michael Franks, Nicola Neilson

Seeka Fresh Limited Michael Franks, Nicola Neilson

Seeka Kiwifruit Industries Limited Michael Franks, Nicola Neilson

Thornton Orchard Limited Donald Murray, Sandra Murrell, Luke Stewart, Joseph Williams

Verified Lab Services Limited Michael Franks, Nicola Neilson

Australian incorporated companies

Little Haven Holdings Pty Limited Michael Franks, Nicola Neilson

Seeka Australia Pty Limited Michael Franks, Nicola Neilson

Seeka Pollen Australia Pty Limited (not trading) Michael Franks, Nicola Neilson

Directors of Group subsidiary companies did not undertake any share dealings in those companies.

On 8 February 2023, Jonathan Van Popering (GM Seeka Australia) was appointed as a director of the Group's three Australian incorporated

companies.

1. Ngutupiri General Partner Limited is a subsidiary of Seeka for the purposes of the Companies Act 1993 and therefore certain disclosures regarding

Ngutupiri General Partner Limited are required to be included in this annual report. However, for the purposes of NZ IFRS, Ngutupiri General

Partner Limited is considered an associate of Seeka and not a subsidiary of Seeka and is therefore included in Seeka’s financial statements as an

associate.

Main contents

Governance

97SEEKA LIMITED | ANNUAL REPORT 2022
Subsidiary directors’ interests register

Directors of Seeka subsidiaries have made general disclosures of interests in accordance with s140 (2) of the Companies Act 1993. The following new

disclosures have been advised for the year ended 31 December 2022.

Nicola Neilson has no disclosable interest and as such has not made any general interest disclosures.

Kylie Burt, Norman Carter, Te Aroha Mani and Rongo Puha, as directors of Ngutupiri General Partner Limited, have made the following general

disclosures.

Subsidiary company director remuneration

Seeka Limited officers Michael Franks, Nicola Neilson and Stuart McKinstry (until 29 April 2022) received no beneficial director’s fees or other

benefits except as employees.

The following table details the remuneration of Anthony Motion, who was an independent director for the Group’s Australian subsidiary companies.

Director feesAUDNZD @ $1.09

Anthony Motion

$ 18,333$ 20,046

Kylie Burt

Blackburn Orchard Director

Apanui Orchards Joint Venture Director

Norman Carter

CIP Tech Limited Director/shareholder

Tuara Investments Limited Director/shareholder

TKG Nursery Limited Director

Kaiaio Irrigation Limited Director

TKG Landowners GP Limited Director/shareholder

TKG2 GP Limited Director/shareholder

Whenua Fruits Limited Shareholder

TKG Orchard Services Limited Director/shareholder

Te Kaha 15B Ahuwhenua Trust Chairman

Te Kaha Group LLP Director

Karirangi Holiday Park - Whanarua Bay Director

Te Whanau a Apanui Fruitgrowers Inc Executive Member

Te Aroha Mani

Touch Media Limited Director/shareholder

TKG Nursery Limited Director

TKG Landowners General Partner Limited Director/shareholder

Te Kaha 67 Limited Director/shareholder

TKG2 GP Limited Director/shareholder

TKG Orchard Services Limited Shareholder

Rongo Puha

OTK Orchards Limited Director/shareholder

Kaiaio Irrigation Limited Director

TK2B2 and M1 Sec 27 Limited Director/shareholder

TKG Nursery Limited Director

Hinetangi Limited Director/shareholder

TKG Landowners GP Limited Director/shareholder

TKG2 GP Limited Director/shareholder

Essential Connections Limited Director/shareholder

Akuhata Orchard Limited Director/shareholder

Essential Hire Limited Director/shareholder

TKG Orchard Services Limited Director/shareholder

Main contents

Governance

ANNUAL REPORT 2022 | SEEKA LIMITED98
Employee remuneration

In FY22, the Group employed 804 permanent and more than 5,700 seasonal employees.

The Group had 183 employees (December 2021 - 177), including 10 employees (December 2021 – 3) 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.

RemunerationFY22FY21

$100,000 - $109,999 36 47

$110,000 - $119,999 43 37

$120,000 - $129,999 28 27

$130,000 - $139,999 19 16

$140,000 - $149,999 10 6

$150,000 - $159,999 8 5

$160,000 - $169,999 5 5

$170,000 - $179,999 9 8

$180,000 - $189,999 6 5

$190,000 - $199,999 4 1

$200,000 - $209,999 3 5

$210,000 - $219,999 - 1

$220,000 - $229,999 3 2

$230,000 - $239,999 1 1

$240,000 - $249,999 1 2

$250,000 - $259,999 - -

$260,000 - $269,000 1 -

$270,000 - $279,000 1 1

$280,000 - $289,000 - 1

$290,000 - $299,999 - -

$300,000 - $309,999 1 1

$310,000 - $319,999 1 -

$320,000 - $329,999 1 -

$340,000 - $349,999 1 -

$350,000 - $359,999-1

$400,000 - $409,999-1

$450,000 - $459,999-1

$460,000 - $469,999-1

$480,000 - $489,999-1

$810,000 - $819,9991-

$1,190,000 - $1,199,999-1

Total

183177

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 FY21 to FY22

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. The 2019

employee share ownership scheme had 568,000 shares allocated to permanent employees at $4.76 per share. These shares vested in April 2022.

Main contents

Governance

99SEEKA LIMITED | ANNUAL REPORT 2022
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 2022.

Donations

In the year ended 31 December 2022, the Group donated $320,834 to support New Zealand youth development, community, cultural and sports

groups, and Pacific health initiatives.

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

As at 31 December 2022, the persons listed in the table below had disclosed a substantial product holding of Seeka shares.

Date of NoticeShares disclosed

Tomlinson Group Investments Limited21 December 2020

2,899,930

1

Masfen Securities Limited20 December 2022

2,138,100

Sumifru Singapore Pte Limited15 September 2015

2,093,558

Seeka Limited ordinary listed shares at 31 December 2022

41,988,282

1. As at 31 December 2022, Seeka's share register records Tomlinson Group Investments Limited as the holder of 3,233,827 Seeka shares.

Main contents

Governance

ANNUAL REPORT 2022 | SEEKA LIMITED100
Securities statistics

As at 31 December 2022

Top 50 shareholders

Number of

ordinary shares

Percent

Tomlinson Group Investments Limited

3,233,8277.70

Masfen Securities Limited

2,138,1005.09

Sumifru Singapore Pte Limited

2,093,5584.99

Te Awanui Huka Pak Limited

1,714,4104.08

Omega Kiwifruit Limited

1,145,8952.73

Eastern Bay Orchards Limited

881,1282.10

Sharesies Limited

1

778,5061.85

The Maori Trustee

711,2991.69

David John Emslie & Deborah Jocelyn Emslie & Sharp & Cookson Trustee Limited

659,0181.57

Peter Ratahi Cross & Helen Te Kani & Joshua Gear & Helen Ellis & James Lambert

585,6301.39

Cole Family Trust Limited

555,1601.32

Craigs Investment Partners

2

541,2081.29

Christopher William Flood & Mark Schlagel

477,1301.14

Jarden Limited

3

425,8631.01

Seeka Share Trustee Limited

4

420,3351.00

Sheryl D Tebbutt

2

385,6580.92

Mizuho Trust- & Banking Co. Limited

5

378,0000.90

Patricia Colleen Law

310,2400.74

Anne Louise Bayliss & Christopher James Mcfadden

293,2800.70

Burts Orchards (1997) Limited

272,6060.65

Craig Thompson

272,2720.65

Lloyd James Christie

250,0000.60

Grant Keith Oakley & Deborah Jane Oakley & BRG Trustees 2013 Limited

235,2860.56

Development Enterprises Limited

218,7710.52

Sally Gibbons Spencer

203,4410.48

Jared Agri Limited

200,0000.48

Michael Gilbert Franks

191,6540.46

Strathboss Kiwifruit Limited

185,8070.44

Judith Ann Fisher

183,0590.44

Stewart Moss

178,2510.42

Roger Daryl Clark & Colleen Beth Clark

160,4730.38

Iconic Investments Limited

150,0000.36

Matthew Ian Tremain

149,2070.36

Mary Anne Barton

145,7320.35

Malcolm John Cartwright & Helen Catherine Cartwright & Graeme Ingham Trustee Co Limited

144,6830.34

Brian John Cotton Stapleton & Lois Eileen Cotton Stapleton

128,9510.31

Jean Paul Henri Mathias Thull & Lyon Trustees 2014 Limited

124,7410.30

William Douglas Thorpe

123,9300.30

Robin Moss

117,8470.28

Christopher Robert Malcolm & Helen Ann Malcolm

117,6740.28

Bowyer Orchards Limited

116,9060.28

P&M Anstis Trustee Limited

116,7360.28

Bryan Francis Grafas

109,7800.26

Delwyn Bell

108,7830.26

I Hort Limited

108,2220.26

David Raymond Ballard

107,8350.26

John Connor

106,2050.25

Murray Charles Salt & Heather Florrence Salt

103,7700.25

Evan James Cavanagh

101,2020.24

Robyn Adair Slater

100,5890.24

Total

22,562,65853.75

1. Shares held in the name of NZ Depository Nominee Limited.

2. Shares held in the name of Custodial Services Limited.

3. Shares held in the name of FNZ Custodians Limited.

4. Shares held as a bare trustee in multiple parcels for members of the grower

loyalty share scheme (50,337) and employee share ownership scheme

(369,998).

5. Shares held in the name of Citibank Nominees NZ Limited.

Main contents

Governance

101SEEKA LIMITED | ANNUAL REPORT 2022
Shareholder analysis

Investors

Percent of

investors

Shares

Percent

of shares

By shareholding size

Up to 1,000 shares

68623.57351,1360.84

1,001 to 5,000 shares

1,31245.073,523,3528.39

5,001 to 10,000 shares

43915.083,245,7537.73

10,001 to 50,000 shares

38213.127,652,31918.22

50,001 to 100,000

421.442,943,4517.01

100,001 to 500,000

361.246,510,49115.51

More than 500,000

140.4817,761,78042.30

Total

2,911100.0041,988,282100.00

By residency

New Zealand shareholders

2,85297.9739,506,35994.09

Overseas shareholders

592.032,481,9235.91

Total

2,911100.0041,988,282100.00

Main contents

Governance

ANNUAL REPORT 2022 | SEEKA LIMITED102
Directory

Board of directors

Fred Hutchings - Chair

Martyn Brick (retiring at 2023 Annual Shareholder Meeting)

Hayden Cartwright (appointed 1 February 2023)

Peter Ratahi Cross

Robert Farron

Stewart Moss

Cecilia Tarrant

Ashley Waugh

Audit and risk committee

Robert Farron – Chair

Martyn Brick

Ashley Waugh

Sustainability committee

Cecilia Tarrant – Chair

Peter Ratahi Cross

Fred Hutchings

Remuneration committee

Fred Hutchings – Chair

Stewart Moss

Cecilia Tarrant

Company officers

Michael Franks

Chief Executive Officer

Nicola Neilson

Chief Financial Officer and Company Secretary

Senior management team

Michael Franks

Nicola Neilson

Chief ExecutiveChief Financial Officer

Kate BryantPaul CroneKevin Halliday

GM Supply and SeekaFreshGM Post HarvestChief Operating Officer

Barry PenellumJonathan van PoperingJim Smith

GM OrchardsGM Australian OperationsGM Grower Services and Marketing

Main contents

Governance

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

1

Westpac New Zealand Limited

Auckland

www.westpac.co.nz

Westpac Banking Corporation

Melbourne

www.westpac.com.au

ASB Bank Limited

Auckland

www.asb.co.nz

Bank of New Zealand

Auckland

www.bnz.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

1. All banks are lenders under a syndicated facilities

agreement with Westpac New Zealand as the agent.

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

---

FULL YEAR RESULTS ANNOUNCEMENT FY22 | SEEKA LIMITED1
SEEKA FY22 FULL YEAR RESULT

Audited results for year ended 31 December 2022 (FY22)

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 2022.

$348 million Revenue — up 13% on FY21's $310m

$46.1 million EBITDA — down 19% on FY21's $56.8m (which included $7.6m Psa claim settlement)

$6.5 million Net Profit After Tax — down 56% on FY21's $14.9m

"Seeka and its supplying growers experienced a very difficult year with Covid-19, extreme labour shortages, shipping

disruptions, lower kiwifruit yields and poor fruit quality all impacting returns," says Seeka chief executive Michael Franks.

"Harvest 2022 kiwifruit yields were down across the industry, impacting revenues from Seeka's core post harvest business.

Kiwifruit storage performance, both onshore and offshore, further impacted returns to Seeka's orchard operations.

"Despite the challenging season, Seeka achieved an increase in revenues to $348 million as we attracted new growers to our

business. Packing operations, however, peaked during the Omicron wave and the industry was severely short staffed. Higher

labour costs and lower yields impacted margins and contributed to a drop in EBITDA to $46 million and a net profit after tax

of $6.5 million.

"Since the harvest, Seeka has fully reviewed its supply chain operations from the orchard to loadout, and is focussed on

achieving excellence in fruit handling in 2023. We are anticipating an improved labour supply with a large increase in RSE

workers from the Pacific and Malaysia, and a normalisation of travel.

"The completion of a highly-automated packline in the Bay of Plenty, and automation projects at Gisborne and at our largest

site near Te Puke will lift post harvest capacity, improve fruit handling and significantly reduce the demand for packhouse

labour.

"Since Cyclone Gabrielle we have been inspecting our post harvest sites and supplying orchards to assess the potential

impact on harvest 2023. While we did not see any significant damage to our post harvest facilities, we anticipate that the full

impact on the crops will remain unknown until the fruit is harvested.

"Seeka's core Bay of Plenty kiwifruit growing region was spared the worst of the weather and was not materially impacted.

The Hawke’s Bay, Gisborne, Coromandel and Kerikeri regions had varying degrees of impact, with Hawke’s Bay being

worst hit. Approximately 5% of Seeka's kiwifruit supply is grown in the Hawke’s Bay region. We will continue to assess the

situation and will update the market if Seeka identifies a material loss.

"Harvest 2023 kiwifruit volumes are expected to be lower than 2022 due to an early season frost, variable bud break and the

cyclone. Seeka's response includes a reduction to the 2023 capital expenditure programme and reducing costs in line with

the lower crop expectation.

"As Seeka focuses on delivering an excellent service, we continue to implement a range of decarbonisation initiatives that

support and health and wellbeing of our communities. Seeka has set a target to become net zero carbon by 2050, and we

are installing solar panels on our post harvest facilities and rolling out regenerative horticulture practices. This includes

operating our own commercial worm farm that recovers a nutrient-rich soil conditioner from organic packhouse waste."

Dividend

"In this challenging environment the Board has determined that no dividend is payable as Seeka focuses on prudent

financial ratios," says Franks.

23 February 2023

Company announcement

FULL YEAR RESULTS ANNOUNCEMENT FY22 | SEEKA LIMITED2
Operational performance

The following table outlines Seeka’s performance FY22.

New Zealand dollarsFY22FY21Change

Total revenue ($m)

$ 348.4 $ 309.6 13%

EBITDA before impairments and revaluations ($m)

$ 46.1 $ 56.8 ( 19%)

EBIT ($m)

$ 19.1 $ 32.2 ( 41%)

NPBT ($m)

$ 7.6 $ 23.5 ( 68%)

NPAT ($m)

$ 6.5 $ 14.9 ( 56%)

Net bank debt ($m)

$ 147.4 $ 100.6 46%

Basic earnings per share

$ 0.16 $ 0.43 ( 63%)

Diluted earnings per share

$ 0.16 $ 0.42 ( 62%)

Net tangible assets per share

$ 5.97 $ 5.71 5%

This announcement should be read in conjunction with Seeka Limited's 2022 annual report (audited). A copy of the 2022

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 operating cash flow generation.

New Zealand dollars ($000s)FY22FY21

Net profit before tax

7,59323,488

Interest expense

7,2044,082

Lease interest expense

4,2894,610

EBIT

19,08632,180

Impairment charges and revaluations

Impairment of property, plant and equipment

1441,188

Impairment of biological assets

191-

Impairment of intangible assets

681-

Depreciation expense

16,05515,185

Lease depreciation expense

9,5167,943

Amortisation of intangible assets

406294

EBITDA before impairments and revaluations

46,07956,790

ENDS

For more information, visit www.seeka.co.nz or please call:

Michael FranksNicola Neilson

Chief executive

+ 64 21 356 516

Chief financial officer

+ 64 21 841 606

---

Analyst Briefing Pack
Annual audited results presentation

Year ended 31 December 2022

Agenda
2

6

Contact

5

Outlook

4

Operating segments performance

3

Capital management

2

Financials

1

FY22 in review


FY22 in review

Focus on achieving excellence
Business and growers faced multiple challenges

Harvests completed | All operating segments EBITDA positive | Operational improvement and capacity plans in place for2023

Seeka’s regional presence strengthened

OPAC (Ōpōtiki, May 2021) | Orangewood (Kerikeri, Nov 2021) | NZ Fruits (Gisborne, Feb 2022) | Businesses integrated |11 packhouses in operation

Higher revenue from bigger business, but profit impacted by higher costs and lower yields

$348m Revenue | $46.1m EBITDA | $7.6m NPBT | $6.5m NPAT | $0.16 EPS | $548m of assets

Industry-wide lower kiwifruit yields, poor fruit quality, severe labour shortages and Covid-19 disruptions

Crop down on target | Up to 1,100 people short during peak operations| Covid-19 increased labour costs

Orchard returns down from lower yields and quality issues | Operational challenges at OPAC

Tangible progress on sustainability

3 years of verified carbon footprint calculations | Reduction targets set for 2025 | Sustainability report published

Business set for harvest 2023 with new packhouse automation and increased labour availability

Automation projects at 3 facilities | Increase in RSE workers and normalisation of international travel | Operationalimprovements enacted

1

2

3

4

5

4

6


Financials

NZD $millionsFY22FY21Change
Revenue348.4 309.6 13%

Cost of sales280.1 236.3 19%

Gross profit68.3 73.2 ( 7%)

EBITDA46.156.8( 19%)

EBIT19.132.2( 41%)

Net profit before tax7.623.5( 68%)

Net profit after tax6.514.9( 56%)

Return on capital employed

1

4.1%7.3%( 43%)

Net tangible asset backing per share$ 5.97 $ 5.71 5%

1. ROCE excludes $0.8m of other income (FY21 $8.4m). See appendix for ROCE calculation.

These financials should be read in conjunction with Seeka’s Annual Report 2022 and the attached appendix.

Group financials

$348.4m revenue

Up 13% on FY21

$46.1m EBITDA

Down 19% on FY21

− FY21 included $7.6m Crown settlement of Kiwifruit Claim

$7.6m Net profit before tax

Down 68% on FY21 from lower yields and higher costs

− Guidance range $6.5m ~ $9.0m

$6.5m Net profit after tax

Down 56% on FY21

All results and comparatives consistent with NZ IFRS 16 Leases

6

Trends in financial performance
7

$203.7m

$236.9m

$251.5m

$309.6m

$348.4m

FY18FY19FY20FY21FY22

Revenue

$10.0m

$10.5m

$26.6m

$26.4m

$19.2m

FY18FY19FY20FY21FY22

Comprehensive income

$33.3m

$34.5m

$42.9m

$56.8m

$46.1m

$49.2m

FY18FY19FY20FY21FY22

EBITDA

$7.6m

Kiwifruit Claim

$6.7m

$6.9m

$15.2m

$14.9m

$6.5m

$9.6m

FY18FY19FY20FY21FY22

NPAT

$5.6m

tax

benefit

($0.1)m
($0.6)m

$7.4m

$1.6m

$1.0m

$1.2m

FY18FY19FY20FY21FY22

Australia EBITDA

$55m assets

$6.2m

gain

on sale

$6.2m

gain

on sale

Trends in operating segment performance

EBITDA

8

$4.2m

$5.0m

$5.4m

$5.2m

$4.6m

FY18FY19FY20FY21FY22

Orcharding EBITDA

$85m assets

$37.2m

$41.0m

$41.9m

$61.6m

$59.0m

FY18FY19FY20FY21FY22

Post harvest EBITDA

$360m assets

$2.3m

$1.7m

$3.0m

$2.3m

$0.8m

FY18FY19FY20FY21FY22

SeekaFresh retail services EBITDA

$11m assets


Capital management

NZD $millionsFY22FY21Change
Current assets - excludes cash

Trade and other receivables33.1 30.7 8%

Biological assets - crop18.4 18.4

Assets held for sale6.3 1.9 232%

Inventories and water rights12.0 7.3 66%

69.9 58.3 20%

Current liabilities - excludes debt

Trade and other payables(32.8)(33.0)

Tax liabilities(0.3)(7.5)

(33.1)(40.5)( 18%)

Net working capital36.8 17.8107%

Non current assets

Property, plant and equipment375.8 327.8 15%

Lease assets55.8 49.9 12%

Investments in associates and joint arrangements6.0 4.0 50%

Investment in financial assets1.4 2.1 ( 31%)

Derivatives3.4 -

Intangibles and other32.0 27.9 15%

474.4 411.6 15%

Capital employed511.2 429.4 19%

All results and comparatives comply with NZ IFRS 16 Leases. Values may not always sum due to rounding.

Financial position

$81.8m increase in capital employed in FY22

$48.0m increase in PP&E

− NZ Fruits acquisition, KKP packline automation and

Transcool coolstore

$5.9m increase in lease assets

− Land and buildings

$2.0m increase in business investments

−$1.4m co-invested with Māori trusts in orcharding and

orchard services enterprises

$4.1m increase in intangibles and other

− $3.5m of goodwill from NZ Fruits acquisition

Capital employed 31 December

10

NZD $millionsFY22FY21Change
Non current liabilities -excludes debt

Lease liabilities (current and non current )(70.1)(63.4)11%

Deferred tax(22.8)(18.4)

Derivatives-(0.5)

(92.9)(82.3)13%

Cash(3.6)(12.4)

Interest-bearing bank debt150.9 113.0 34%

Net bank debt147.4 100.6 46%

Total equity270.9246.510%

Net bank debt147.4100.6

Net bank debt excluding assets held for sale

1

141.198.7

EBITDA multiple3.06x 1.74x

EBITDA multiple pre NZ IFRS 16 Leases4.33x 2.24x

All results and comparatives comply with NZ IFRS 16 Leases. Values may not always sum due to rounding.

1. Adjusted for $6.3m of assets held for sale (FY21: $1.9m)

Balance sheet

$147.4m net bank debt at December 2022

− $46.7m increase on December 2021 (46% increase)

− $13.0m of cash and debt for NZ Fruits acquisition

−$11.3 m automation projects at KKPand NZ Fruits

−$4.7m coolstore capacity increase at Transcool

Syndicated five-bank funding

− Lead by Westpac NZ with Westpac Corporation, ASB,

BNZ and Rabobank

−$210.6m debt line

− Debt repayments slowed from 2022’s drop in profit

− Syndicate support with covenant relief through to

December 2023

$6.3m of assets held for sale

−$3.1m AUD settled in February FY23

Sold 750ML of excess water shares in Australia

Net bank debt 31 December

11

FY22FY21
Net profit$ 6.5 m $ 14.9 m

Weighted shares on issue41.3 m 34.8 m

Earnings per share

1

$ 0.16 $ 0.43

Dividends paid in year

2

$ 0.13 $ 0.25

Net tangible assets$251 m $229 m

Shares at year end42.0 m 40.2 m

Net tangible assets per share$ 5.97 $ 5.71

1.As required by NZ IAS 33, 420,335 shares held by Seeka Trustee Limited for the Grower Loyalty and Employee Share Schemes are excluded from EPS calculations. If included, the weighted average EPS would be $0.16 (FY21: $0.42).

2.FY22 payment of $0.13 is FY21 final dividend. FY21 payment of $0.25 is FY20 final dividend of $0.12 plus FY21 interim dividend is $0.13.

Earnings per share and dividends

$0.16 earnings per share

1

No FY22 dividend

2

−Prudently focussed on debt reduction

26 cents per share dividend paid from FY21

2

−$0.13 interim Oct 2021

−$0.13 final Feb 2022

$5.97 net tangible assets per share –up 5%

12


Operating segment performance

NZD $millionsFY22FY21Change
Revenue80.5 77.1 4%

EBITDA4.6 5.2 ( 13%)

EBIT2.2 3.0 ( 25%)

Segment assets84.9 73.7 15%

EBITDA pre NZ IFRS 161.4 2.4 ( 42%)

Assets pre NZ IFRS 1673.1 61.6 19%

Crop grown-class 1 trays (millions)

Total kiwifruit trays grown -all varieties17.0 14.4 18%

Hayward trays (millions)7.9 8.7 ( 9%)

Hayward yields -average per hectare9,650 12,300 ( 22%)

SunGold trays (millions)8.8 5.4 62%

SunGold yields -average per hectare12,000 14,370 ( 16%)

Organic and other trays0.3 0.3

Orchard operations

Orchard revenue of $80.5m – up 4% on FY21

Revenue growth from lift in kiwifruit volumes

$4.6m EBITDA – down from $5.2m in FY21

− Lower Zespri returns, higher production costs

Acquisitions increase regional operations and SunGold

market share

− Ōpōtiki harvest down 2m trays from 2021 weather event

Investing in 142 hectares of kiwifruit, 2ha of kiwiberry and

16ha of avocado on long-term developments

− Partnering with landowners, iwi and Kānoa

Orchard operations well resourced for harvest 2023

− Lower yields per hectare in line with industry trend

Growing kiwifruit, avocado and kiwiberry for New Zealand orchard owners

14

NZD $millionsFY22FY21Change
Revenue233.8 195.9 19%

EBITDA59.0 61.6 ( 4%)

EBIT41.2 44.6 ( 8%)

Segment assets360.4 316.1 14%

EBITDA pre NZ IFRS 1652.8 55.3 ( 4%)

Assets pre NZ IFRS 16337.2 293.3 15%

Kiwifruit trays packed (millions)

SunGold26.419.436%

Hayward (and other varieties)

1

15.619.8( 21%)

Total class 142.039.27%

Class 21.41.5

Non standard supply

2

0.4-

Total packed43.840.77%

1.Small volumes of RubyRed and Sweet Green kiwifruit

2.Non standard supply are kiwifruit that are packed and marketed, but do not match the season’s class 1 size or taste standards.

Post harvest operations

Increased post harvest revenue of $233.8m – up 19%

− Volume growth from acquisitions

− Kiwifruit yields significantly down across the industry

− 2m trays lost in Ōpōtiki from November 2021 storm

$59.0m EBITDA – down 4%

− Lower throughput impacted margins

− Higher labour costs and severe shortages

Packed avocado for SeekaFresh

− Along with third-party contract packing of citrus, persimmon

and avocado

Capacity set for 2023

− Normalisation of labour market and more RSE workers

− New KKP packline and automation projects allow Seeka to

pack more fruit using significantly less labour

Packing, coolstoring and shipping kiwifruit and avocado for New Zealand orchard owners

15

SeekaFresh retail services operations
SeekaFresh revenue of $19.1m – down 12% on FY21

−Avocado sales commission impacted by slow start to

2022/23 programme, and less fruit into Australia

− Kiwifruit sales commission impacted by lower volumes

and early-season quality issues

EBITDA of $0.8m – down 66%

Tropical fruits import and ripening service, kiwiberry,

Auckland wholesale market and Kiwi Crush performed

well

Marketing produce to retail and independent store customers

16

NZD $millionsFY22FY21Change

Revenue19.1 21.6 ( 12%)

EBITDA0.8 2.3 ( 66%)

EBIT( 0.8)1.4

Segment assets11.5 11.7 ( 2%)

EBITDA pre NZ IFRS 16( 0.1)1.5

Assets pre NZ IFRS 167.7 7.6 2%

NZD $millionsFY22FY21Change
Revenue14.0 13.9 1%

EBITDA1.0 1.6 ( 20%)

EBIT( 1.1)( 0.1)

Segment assets54.5 47.7 14%

EBITDA pre NZ IFRS 16( 1.1)( 0.2)

Assets pre NZ IFRS 1647.7 40.5 18%

Kiwifruit (tonnes)1,7662,106 ( 16%)

Nashi (tonnes)1,004 976 3%

Pears (tonnes)1,9871,751 13%

Other fruit (tonnes)131 121 8%

Total tonnes grown, packed and sold4,888 4,954 ( 1%)

Australian operations

Revenue of $14.0m – in line with FY21

$1.0m EBITDA compared to $1.6m in FY21

Developing new orchards

− 63 hectares of kiwifruit

− New variety pears

− New nashi varieties and dates

Growing, packing and retailing kiwifruit and other Australian produce on owned and leased orchards

17

Outlook
Supply chain operations reviewed from orchard to loadout

− Focussed on achieving excellence in fruit handling in 2023

Improvement in labour supply

− Large increase in RSE workers from the Pacific

− Malaysian programme re-established

Automation projects completed at KKP and Oakside in the

Bay of Plenty and NZ Fruits in Gisborne

− Will lift capacity and improve fruit handling

− Significantly reduce demand for packhouse labour

Capacity, systems and team well prepared for harvest 2023

Cyclone Gabrielle impact still being assessed

− No significant damage to major assets

− Main Bay of Plenty growing region spared the

worst – was not materially impacted

− Hawke’s Bay worst hit –only 5% of Seeka’s

kiwifruit crop grown in the region

− Harvest 2023 volumes are expected to be

lower than 2022 due to early season frost,

variable bud break and the cyclone

− Reduced 2023 capital expenditure and

reduced costs in line with the expected crop

18

Contact
Michael Franks

Chief executive

+64 21 356 516

19

For more information see www.seeka.co.nzor please call

Nicola Neilson

Chief financial officer

+64 21 841 606


Appendix

2

0

NZD $millionsFY22FY21
Net profit before tax7,59323,488

Interest expense7,2044,082

Lease interest expense4,2894,610

EBIT19,08632,180

Impairment charges

Impairment of property, plant and equipment1441,188

Impairment of biological assets191-

Impairment of intangible assets681-

Depreciation expense16,05515,185

Lease depreciation expense9,5167,943

Amortisation of intangible assets406294

EBITDA before impairments and revaluations46,07956,790

EBITDA

21

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 $millions
Notes

2

FY20FY21FY22

EBIT24,31832,18019,086

Adjust for non-recurring items

Other income

3

( 8,937)( 8,446)( 755)

Lease interest expense( 3,877)( 4,610)( 4,289)

Acquisition and restructuring costs

4

-1,784419

Impairments301,1881,016

EBIT - operating activities11,53422,09615,477

Capital employed

Shareholder funds176,293246,491270,943

NZ IFRS16 adjustment

1

13

13,55113,48214,260

Interest-bearing bank debt

17

83,019113,003150,942

Cash( 5,164)( 12,361)( 3,554)

Assets under construction

10

( 3,646)( 10,142)( 20,916)

Assets classified as held for sale

9

( 3,844)( 1,898)( 6,293)

Total capital employed260,209348,575405,382

Average capital employed304,392376,979

Return on capital employed7.3%4.1%

1. Lease liability less the right-of-use lease asset. 2. Notes to Seeka’s 2022 financial statements.

ROCE calculation

22

Return on capital employed is calculated as below

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 2022

Previous Reporting Period 12 months to 31 December 2021

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$348,387 12.5%

Total Revenue $348,387 12.5%

Net profit/(loss) from

continuing operations

$6,504 (56.2%)

Total net profit/(loss) $6,504 (56.2%)

Interim/Final Dividend

Amount per Quoted Equity

Security

No dividends are proposed.

Imputed amount per Quoted

Equity Security

Not applicable

Record Date Not applicable

Dividend Payment Date Not applicable

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$5.97 $5.71

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

Nicola Neilson

Contact person for this

announcement

Nicola Neilson

Contact phone number +64 21 841606

Contact email address nicola.neilson@seeka.co.nz

Date of release through MAP


23/02/2023


Audited financial statements accompany this announcement.

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.