Seeka Provides the Notice of Meeting – ASM
2023
NOTICE OF ANNUAL
SHAREHOLDERS MEETING
Dear Shareholder,
We would be very pleased if you would attend Seeka Limited’s 2023 Annual Shareholders Meeting on
Thursday, 20 April 2023 commencing at 2:30pm, either at the meeting venue at Seeka360, 34 Young
Road, Paengaroa 3189, New Zealand, or online at www.virtualmeeting.co.nz/sek23.
In case you can't attend, please remember to complete and submit the enclosed Proxy Form so that it
reaches our share registrar, Link Market Services Limited, by 2:30pm on Tuesday, 18 April 2023.
For shareholders attending the Annual Meeting at Seeka360, please bring the enclosed Proxy Form to assist
with your registration.
1NOTICE OF ASM 2023 | SEEKA LIMITED
NOTICE OF ANNUAL SHAREHOLDERS MEETING 2023
NOTICE is hereby given that the Annual Meeting of Shareholders of Seeka Limited ("Seeka") will commence at 2:30pm on
Thursday, 20 April 2023. Shareholders can attend the physical meeting at Seeka360, 34 Young Road, Paengaroa, or attend
online at www.virtualmeeting.co.nz/sek23.
Ordinary business
The business of the Meeting is:
A: Annual Report and Accounts
"To receive the Annual Report of Seeka and the Financial Statements for the year ended 31 December 2022 together with the
Auditor’s Report thereon."
B: Resolutions
1. Director election – Cecilia Tarrant
To consider, and if thought fit, pass the following as an ordinary resolution:
"To re-elect Cecilia Tarrant as a Director."
The explanatory note to this ordinary resolution and the candidate's profile are on page 3.
2. Director election – Hayden Cartwright
To consider, and if thought fit, pass the following as an ordinary resolution:
"To elect Hayden Cartwright as a Director."
The explanatory note to this ordinary resolution and the candidate's profile are on page 3.
3. Appointment and Remuneration of Auditors
To consider, and if thought fit, pass the following as an ordinary resolution:
"To record the re-appointment of PwC (PricewaterhouseCoopers) as auditor of the Company, and to authorise the Directors to fix the
remuneration and expenses of the auditor for the coming year."
The explanatory note to this ordinary resolution is on page 3.
C: General business
To consider any other matter that may be properly brought before the Meeting.
2SEEKA LIMITED | NOTICE OF ASM 2023
Voting and proxies
The persons who will be entitled to vote at the Meeting are
those persons who are registered on Seeka’s share register as
holding fully paid ordinary shares in Seeka on Tuesday, 18 April
2023 at 5:00pm. The Chair advises that, pursuant to Seeka’s
constitution, he will call for voting on all resolutions to be by
way of a poll, meaning that each Shareholder has one vote for
each share held.
All the Resolutions are ordinary resolutions and must be
passed by a simple majority of the votes of those Shareholders
entitled to vote and voting on the Resolutions.
Every Shareholder, or that Shareholder’s proxy or
representative, is entitled to attend the Meeting, either at the
venue or online, and vote.
Any Shareholder entitled to attend and vote at the Meeting
may appoint a proxy to attend and vote on that Shareholder’s
behalf. The proxy need not be a Shareholder. You may appoint
the Chair of the Meeting as your proxy. If you appoint the
Chair of the Meeting as your proxy and do not direct the Chair
how to vote in the proxy form, the Chair will vote discretionary
proxies in favour of all Resolutions.
A corporation that is a Shareholder may appoint a person as
its representative to attend the meeting and vote on its behalf,
in the same manner as that in which it could appoint a proxy.
A proxy form accompanies this Notice of Meeting. If you
are unable to attend the Meeting in person or online, please
complete the Proxy Form and return it in the reply-paid
envelope provided to (Link Market Services, PO Box 91976,
Victoria Street West, Auckland 1142) or scan and email to
meetings@linkmarketservices.co.nz (please put the words
“Seeka Proxy Form” in the subject line for easy identification)
to arrive no later than 2:30pm on Tuesday, 18 April 2023.
Alternatively, you may lodge your proxy online. Go to
https://investorcentre.linkmarketservices.co.nz/voting/SEK.
Initial information including your CSN / Holder number and
FIN (authorisation code) will be required to successfully
validate your holding online before shareholding information
and voting pages are displayed.
A Shareholder will be taken to have signed the Proxy Form by
lodging it in accordance with the instructions on the website.
The appointment of a proxy or representative does not
preclude a Shareholder from attending and voting at the
Meeting.
Independence of Directors
The Board have considered whether the director seeking
re-election (Cecilia Tarrant) and the director seeking election
(Hayden Cartwright) would qualify as independent directors
under the NZX Listing Rules (the "Rules"), and Seeka's Board
Charter.
Under the Rules, the Board must determine and identify
whether the directors would qualify as independent directors.
In making its determinations, the Board has had regard to the
non-exhaustive factors described in recommendation 2.4 of
the NZX Corporate Governance Code (see www.nzx.com/
regulation/nzx-rules-guidance/corporate-governance-code).
In addition, under Seeka's Board Charter, a director is deemed
to be non-independent if he or she:
– is, or is associated (directly or indirectly) with, a
shareholder holding 5% or more of the shares on
issue in the Company and is as a result likely to derive
a substantial portion of his or her income from that
relationship; or
– is an executive of the Company.
For the purposes of the Rules and Seeka's Board Charter, in the
Board's view:
– if Cecilia Tarrant is re-elected as a director, she will
qualify as an independent director;
– if Hayden Cartwright is elected as a director, he will not
qualify as an independent director.
The re-election and election of the above directors is
consistent with the Board’s policy of director tenure as set out
in the Board Charter.
By order of the Board
N Neilson
CFO and Company Secretary
20 March 2023
3NOTICE OF ASM 2023 | SEEKA LIMITED
EXPLANATORY NOTES
RESOLUTIONS 1 AND 2: ELECTION OF DIRECTORS
In accordance with clause 23.1(i) of Seeka's Constitution, Cecilia Tarrant retires by rotation and, being eligible, offers herself for
re-election.
In accordance with clause 23.1(f) of Seeka's Constitution, Hayden Cartwright, being eligible, offers himself for election.
Profiles of the candidates standing for re-election and election are set out below.
The Board supports and recommends that Shareholders vote in favour of the re-election of Cecilia Tarrant and election of Hayden
Cartwright. No other nominations were received.
In line with Board succession planning, and as noted in the 2022 Annual Report, Marty Brick will retire at the Meeting. The Board
thanks Marty for his significant contribution.
CANDIDATE PROFILES
Cecilia Tarrant
Independent, non-executive director
Appointed 27 April 2017
Chair Sustainability Committee
Member Remuneration Committee
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 is the
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.
Hayden Cartwright
Non-executive director
Appointed 1 February 2023
Hayden is based in the Bay of Plenty and is managing
director of his family's kiwifruit orchards. He is currently
deputy chair of the Seeka Growers Council and Seeka’s
representative on the NZKGI forum.
Hayden holds a Bachelor of Engineering (BEng) and has
been a Certified Practicing Project Manager (CPPM).
Hayden's 17 year engineering career in the oil and gas
industry involved multiple leadership positions within
listed companies in New Zealand and Australia.
RESOLUTION 3: APPOINTMENT AND REMUNERATION OF AUDITORS
PricewaterhouseCoopers is automatically reappointed as auditor of the Company under section 207T of the Companies Act
1993. This Resolution authorises the Directors to fix the fees and expenses of PricewaterhouseCoopers as the Company’s auditor
for the coming financial year ending 31 December 2023.
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.
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