Seeka Provides the Notice of Meeting – ASM

Fred Hutchings

LETTER FROM THE CHAIR
18 March 2024
Dear Shareholder,
We would be very pleased if you would attend Seeka Limited’s 2024 Annual Shareholders Meeting on
Thursday, 18 April 2024 commencing at 2:30pm, either at the meeting venue at Seeka360, 34 Young Road, Te Puke 3189, New
Zealand, or online at www.virtualmeeting.co.nz/sek24.
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, 16 April 2024. If you have appointed a proxy you may still attend the meeting
online or in person, but if attending online you will not be able to vote.
For shareholders attending the Annual Meeting at Seeka360, please bring the enclosed Proxy Form to assist with your registration.
In 2019 Seeka implemented a Grower Loyalty Share Scheme. Seeka intends to undertake an issue of shares under Seeka’s
existing Grower Loyalty Share Scheme and an issue of shares under Seeka’s existing Employee Share Ownership Scheme. The
Grower Loyalty Share Scheme rewards loyal growers who supply all their fruit to Seeka over a three-year period. This loyalty
benefits all shareholders by securing fruit supply in a competitive post-harvest environment.
The Grower Loyalty Share Scheme involves the issue of shares, and the making of loans, and is required by the NZX Listing Rules
4.2.1 a
nd 4.16 respectively, to be approved by shareholders. That is because the loans made to the trustee on behalf of growers
constitutes the giving of financial assistance for the purpose of or in connection with the acquisition of shares, and directors or
their associated persons will participate in the scheme. Shareholder approval to the issue of the shares under the Grower Loyalty
Share Scheme is also sought. Shareholder approval of the issue of shares under the Employee Share Ownership Scheme is not
required and, accordingly, is not being sought.
This notice of meeting proposes a resolution to grant the necessary approvals. If you are a grower and intend to participate in the
Grower Loyalty Share Scheme, or an associated person of a grower who intends to participate in the scheme, you may not vote on
this resolution. If you do vote you or that grower will be ineligible to receive shares under the scheme.
Details of the scheme are contained in the explanatory notes. I urge you to read those notes in full.
The meeting will be held at 2.30pm on Thursday 18 April 2024 at Seeka360, 34 Young Road, Te Puke and online.
The essence of the scheme is that if a grower supplies all their fruit to Seeka for an approximately three-year period, that grower
will have the right to receive shares in Seeka based on trays produced, at the market price of shares at the beginning of the
scheme. The trays produced for this purpose will be the greater of the actual number produced, and an assumed production
for ea
ch canopy hectare, in the 2023 season. The provision for an assumed production for each hectare has been adopted to
recognise the fact that many growers were adversely affected by weather events in the 2023 season.
Any dividends paid by Seeka on those shares will reduce the loan repayable at the end of the scheme. The Grower Loyalty Share
Scheme provides a substantial incentive and rewards those growers who remain loyal to Seeka.
The incentive scheme is intended to secure and increase crop supply which will benefit Seeka’s post-harvest business
profitability. Assurances of supply also provide operational efficiencies when capacity planning. The scheme adds to Seeka’s
value proposition to existing growers and is a procurement tool in a competitive landscape.
Under the scheme the Company will issue up to 2.40m new shares at an issue price equivalent to the volume weighted average
price of Shares on the NZX Main Board over the 10 business days ending two business days before the issue of the Shares. If all
potential shares are issued under the scheme this represents a 5.72% increase in issued capital, with a loan value of $6.48m if the
issue price is $2.70.
Once issued, the new shares will qualify for any dividends declared by Seeka. Those dividends will be applied in reduction of the
loan. There can of course be no assurance or certainty as to future dividends.
The bo
ard is satisfied that the issuance under the Grower Loyalty Share Scheme is in the best interests of Seeka and of all
shareholders, and unanimously recommends that shareholders vote in favour of the resolution.
We look forward to seeing you at the meeting.
Yours sincerely
Chair
Seeka Limited

NOTICE OF ANNUAL SHAREHOLDERS MEETING 2024
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NOTICE OF ASM 2024 | SEEKA LIMITED



NOTICE is hereby given that the Annual Meeting of Shareholders of Seeka Limited ("Seeka") will commence at 2:30pm on Thursday, 18
April 2024. Shareholders can attend the physical meeting at Seeka360, 34 Young Road, Te Puke, or attend online at
www.virtualmeeting.co.nz/sek24.

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 2023 together with the Auditor’s
Report thereon."

B: Resolutions
1. Director election – Ashley Waugh
To consider, and if thought fit, pass the following as an ordinary resolution:
"To re-elect Ashley Waugh as a Director."
The explanatory note to this ordinary resolution and the candidate's profile are on page 3.

2. Director election – Peter Ratahi Cross
To consider, and if thought fit, pass the following as an ordinary resolution:
"To re-elect Peter Ratahi Cross as a Director."
The explanatory note to this ordinary resolution and the candidate's profile are on page 3.

3. Director election – Sharon Cresswell
To consider, and if thought fit, pass the following as an ordinary resolution:
"To elect Sharon Cresswell as a Director."
The explanatory note to this ordinary resolution and the candidate's profile are on page 3.

4. Appointment and Remuneration of Auditors
To consider, and if thought fit, pass the following as an ordinary resolution:
"To record the re-appointment of Grant Thornton 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 4.

5. Approval of Financial Assistance and Share Issue for Grower Loyalty Share Scheme
To consider, and if thought fit, pass the following as an ordinary resolution:
“That Seeka:
(a) issue up to 2,400,000 ordinary shares of Seeka, at the issue price described in the explanatory notes, pursuant to the Grower
Loyalty Share Scheme (“Scheme”) described in the explanatory notes; and
(b) make the loans required pursuant to the Scheme, and described under the heading “Loan” in the explanatory notes, to fund the
issue price of the shares referred to in (a).”
The explanatory note to this ordinary resolution is on page 4.
C: General business
To consider any other matter that may be properly brought before the Meeting.

SEEKA LIMITED | NOTICE OF ASM 2024
2










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, 16 April
2024 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 instead of that Shareholder.
The proxy need not be a Shareholder. You may appoint the
Chair of the Audit and Risk Committee, or any other director, as
your proxy. Subject to the following paragraph, if you appoint
the Chair of the Audit and Risk Committee or any other director
as your proxy and do not direct them how to vote in the proxy
form, they will vote in favour of Resolutions 1 to 5.
If you appoint Directors Fred Hutchings, Ratahi Cross, Stewart
Moss or Hayden Cartwright as proxy, they may vote on
Resolution 5 in accordance with the express directions recorded
on the proxy form, but may not vote undirected proxies on
Resolution 5.
Directors Fred Hutchings, Ratahi Cross, Stewart Moss and
Hayden Cartwright, or their associated persons, are growers
and are entitled to participate in the Scheme, be issued Shares
in terms of the Scheme, and receive loans.
Shareholders who are growers eligible to participate in the
Scheme (as described under “Eligibility” in the summary of the
Scheme in the explanatory notes) or are an associated person
of such a grower, are, under the NZX Listing Rules, not entitled
to vote on the resolution. Those include the directors named
above, and the growers with which they are associated.
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.com (please put the words “Seeka
Proxy Form” in the subject line for easy identification) to arrive
no later than 2:30pm on Tuesday, 16 April 2024. Alternatively,
you may lodge your proxy online. Go to
https://investorcentre.linkgroup.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 the Meeting.
If you have appointed a proxy you may still attend the meeting
online or in person, but if attending online you will not be able
to vote.
Independence of Directors
The Board have considered whether the directors seeking
re-election (Ashley Waugh and Ratahi Cross) and the
director seeking election (Sharon Cresswell) 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 Ashley Waugh is re -elected as a director, he will qualify as
an independent director;
– if Peter Ratahi Cross is re -elected as a director, he will not
qualify as an independent director; and
– if Sharon Cresswell is elected as a director, she will 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
18 March 2024

EXPLANATORY NOTES
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NOTICE OF ASM 2024 | SEEKA LIMITED



RESOLUTIONS 1, 2 AND 3: ELECTION OF DIRECTORS
In accordance with clause 23.1(i) of Seeka's Constitution, Ashley Waugh and Peter Ratahi Cross retire by rotation and, being eligible, offer
themselves for re-election.
In accordance with clause 23.1(f) of Seeka's Constitution, Sharon Cresswell, being eligible, offers herself 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 Ashley Waugh and Ratahi Cross and election of
Sharon Cresswell. No other nominations were received.

CANDIDATE PROFILES


Ashley Waugh
BBS
Independent, non-executive director
Chair Audit and Risk Committee
Appointed 21 May 2014
Ashley has experience in the fresh
food industry having worked within the
Australasian Fast Moving Consumer
Goods (FMCG) markets for more
than 30 years. He also has global
experience in the FMCG, foodservice and
ingredients markets.
Ashley was the chief executive officer
of Australian dairy foods and juice giant
National Foods until its merger with
Lion Nathan in 2009. His prior business
experience was with the New Zealand
Dairy Board and Ford Motor Company.
He currently serves as the Chairman of
the board of Colonial Motor Company
and has governance experience in both
New Zealand and Australia. Ashley has
extensive agribusiness experience and,
along with his wife, owns a dairy farm
near Te Awamutu in the Waikato.
Peter Ratahi (Ratahi) Cross
Non-executive director
Member Sustainability Committee
Appointed 1 March 2016
Ratahi is the chairman of several trust
boards throughout the eastern areas of
the North Island. He chairs Te Awanui
Huka Pak Limited and Ngai Tukairangi
Trust, the largest Māori kiwifruit grower
in New Zealand. The trust operates
orchards on the Matapihi Peninsula at
Mount Maunganui, and in the Hawke’s
Bay, which supply Seeka.
Ratahi has a background in natural
science specialising in native flora and
fauna. He also lectures in Māori history
for several iwi he belongs to.
Sharon Cresswell
Independent, non-executive director
Member Audit and Risk Committee
Appointed 1 October 2023
Sharon is a Chartered Accountant with
previous experience as a director,
advisor, and senior executive. Sharon
was a Partner at PwC in New Zealand
for 16 years, providing both financial
and risk assurance to predominately
primary sector clients.
Sharon is a director and member of
the audit and risk committee of The
Network for Learning and a director
of Wool Impact. These appointments
reflect Sharon’s desire to be involved
in businesses with a strong purpose in
New Zealand.

SEEKA LIMITED | NOTICE OF ASM 2024
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RESOLUTION 4: APPOINTMENT AND REMUNERATION OF AUDITORS
Grant Thornton 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 Grant Thornton as the Company’s auditor for the coming financial year ending 31
December 2024.

RESOLUTION 5: APPROVAL OF FINANCIAL ASSISTANCE AND SHARE ISSUE FOR
GROWER LOYALTY SHARE SCHEME
The resolution authorises the issue of shares, and the making of loans under Seeka’s Grower Loyalty Share Scheme (the “Scheme”).
Shareholder approval of the making of the loans under the Scheme is required under NZX Listing Rule 4.16 and shareholder approval of
the issue of shares under the Scheme is being sought under NZX Listing Rule 4.2.1. If the resolution is not passed, the issue of shares
and making of the loans under the Scheme will not proceed. If the resolution is passed, offers under the Scheme will be made to eligible
participants and shares will be issued, within three months of the Meeting. A summary of the key terms of the Scheme and the key
dates if Resolution 5 is passed are set out below. The full terms of the Scheme are contained in the Trust Deed and Scheme Rules
relating to the Scheme. Those documents may be viewed at www.seekashareoffer.com and a printed copy may be obtained from Seeka
Limited, 34 Young Road, Te Puke.

Summary of the Key Terms of the Scheme

Eligibility
A participant in the Scheme must be a person who is the registered owner of a kiwifruit, kiwiberry or avocado
orchard (“Orchard”), other than an Orchard leased to Seeka or one of its subsidiaries under a lease with a term of 10
years or more (a “ Grower”). A person is the registered owner of an Orchard if the KPIN or PPIN for the Orchard is
registered in his or her name. A person will not however be entitled to participate if that person or an associated
person (as defined in the NZX Listing Rules) voted in favour of the resolution proposed in this notice of meeting.

Issue of Shares
If a Grower elects to participate in the Scheme, Seeka will issue to Seeka Share Trustee Limited (the “Trustee”) on
behalf of the Grower a number of ordinary shares in Seeka (“Shares”) determined by the board in accordance with
the following principles:
a) for production of Kiwifruit Green Conventional (Hayward Green, Wilkins, and Zespri Sweet Green) one Share for
every 15 class 1 trays produced in the season ended 30 June 2023 (“2023 Season”), based on the greater of (i)
actual production and (ii) an assumed production of 5,000 trays for each canopy hectare in the 2023 Season;
b) for production of Kiwifruit Green Organic (Hayward Green Organic) one Share for every 15 class 1 trays
produced in the 2023 Season, based on the greater of (i) actual production and (ii) an assumed production of
4,000 trays for each canopy hectare in the 2023 Season;
c) for production of Kiwifruit Gold Conventional (Zespri SunGold) one Share for every 15 class 1 trays produced in
the 2023 Season, based on the greater of (i) actual production and (ii) an assumed production of 8,000 trays for
each canopy hectare in the 2023 Season;
d) for production of Kiwifruit Gold Organic (Zespri SunGold Organic) one Share for every 15 class 1 trays
produced in the 2023 Season, based on the greater of (i) actual production and (ii) an assumed production of
5,000 trays for each canopy hectare in the 2023 Season;
e) fo
r production of Kiwifruit Red (Zespri RubyRed) one Share for every 15 class 1 trays produced in the 2023
Season, based on the greater of (i) actual production and (ii) an assumed production of 4,000 trays for each
canopy hectare in the 2023 Season;
f) for production of kiwiberry, one Share for every six class 1 trays produced in the 2023 Season, based on the
greater of (i) actual production and (ii) an assumed production of 5,000 trays for each canopy hectare in the
2023 Season;
g) for production of avocado, one Share for every two class 1 trays, based on the production in the season ended
31 March 2024.
In determining allocations of Shares, the Seeka board may make such determinations in respect of, or adjustments
to, the principles set out above as the board deems appropriate.
Fractions of a Share will be rounded down to the nearest whole Share. If the calculations produce less than 200
Shares, the Grower will be entitled to 200 Shares. The maximum number of Shares which may be issued for the
purposes of the Scheme is 2,400,000.

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NOTICE OF ASM 2024 | SEEKA LIMITED





Issue price
The issue price per Share will be the volume weighted average price of Shares on the NZX Main Board over the
10 business days ending two business days before the issue of the Shares. That price may be adjusted by the
Seeka board at its discretion to take account of any event occurring during that period of 10 business days, or any
transaction or circumstance that in the opinion of the board is exceptional or unusual.


Loan
Seeka will make a loan to the Trustee to fund the whole issue price of the Shares issued to the Trustee on the
Grower’s behalf. That loan will be on the following terms:
– it will not bear interest;
– it may only be applied for the purpose of acquiring Shares;
– all distributions in cash (after tax) paid in respect of the Shares will be applied in repayment of the loan;
– the loan will be limited in recourse to the Shares and may be secured over the Shares by a security in such form
as the Board may require; and
– the loan will be repayable by the Grower if the Grower decides to have the Shares transferred to the Grower as
described below under “Right to Shares”.
The a
ggregate amount of the loans made to all Growers will depend on the number of Growers who participate
in the Scheme, and the issue price of Shares. If all eligible Growers participated, and the issue price per Share was
$2.70 the aggregate amount of the loans would be approximately $6,480,000.


Terms of Shares
The Shares will be fully paid ordinary shares in Seeka which will have all of the rights (including voting and dividend
rights) of, and rank equally in all respects with, the existing fully paid ordinary shares in Seeka.


Voting rights
While Shares are held by the Trustee on a Grower’s behalf, the Trustee will exercise the voting rights on those
Shares in accordance with any directions of the Grower. If the Trustee receives no directions, it will not vote.


Right to Shares
If the Board is satisfied that the Grower has supplied all fruit from the Grower’s Orchard(s) to Seeka or one of its
subsidiaries for;
– in the case of kiwifruit and kiwiberry, the period from 1 February 2024 to 30 June 2026; and
– in the case of avocado, the period from 1 July 2024 to 31 March 2027,
(“Supply Period”) the Grower will be entitled to elect to have all of the Shares transferred to the Grower. The
Grower must repay the outstanding balance of the loan before the Shares are transferred. The Board’s decision as to
whether a Grower has supplied all fruit from an Orchard for the Supply Period will be conclusive.


Loss of Rights
If the Board is not satisfied that the Grower has supplied all fruit from the Grower’s Orchard(s) to Seeka or one
of its subsidiaries during the Supply Period, or if the Grower does not elect to have the Shares transferred to the
Grower, the Grower will lose all rights to the Shares and will cease to have rights under the Scheme. The Trustee
will purchase the Grower’s beneficial interest in the Shares for a consideration equal to the outstanding balance
of the loan that was advanced to the Trustee to pay for the Shares. This consideration will be satisfied by way of a
novation (i.e. transfer) of the loan to the Trustee (so that the Trustee will become liable to Seeka in respect of the
loan, rather than the Grower).

SEEKA LIMITED | NOTICE OF ASM 2024
6









Unallocated Shares
Shares which have been purchased by the Trustee in terms of “Loss of Rights” above (“Unallocated Shares”) may be
dealt with as follows:
– The Trustee may require Seeka to buy back those Unallocated Shares for a sum equal to the outstanding
balance of the loan related to those Unallocated Shares. Seeka will be required to do that only if Seeka is
entitled to make the buyback under the relevant provisions of the Companies Act 1993, NZX Listing Rules, and
other laws. If the Unallocated Shares are bought back, the Trustee will apply the proceeds in repayment of the
loan.
– The Trustee may with the approval of the Seeka board sell Unallocated Shares on the share market or in some
other manner. If the Unallocated Shares are sold, the proceeds will be applied in repayment of the relevant loan.
Any excess of the proceeds of sale over the amount of the loan will at the discretion of the Trustee be held by
the Trustee, or applied in payment of management fees payable to Seeka or other costs of the trust, or applied in
reduction of all other loans outstanding at the time of sale, pro rata so far as practicable to the amount
outstanding under each loan.
None of Seeka, the Trustee or any other subsidiary may have any beneficial interest in Unallocated Shares.


Sale of Orchard
If during the Supply Period, the Grower sells an Orchard:
– the Grower will nevertheless retain rights under the Scheme; and
– s
upply by the new owner of the Orchard will be deemed to be supply by the Grower, so that if the Grower and
the new owner together supply all fruit from the Orchard to Seeka for the Supply Period, the Grower will for the
purposes of the Scheme be deemed to have supplied that fruit.


No Obligation
The Grower is not required by the Scheme to supply fruit to Seeka, or to repay the relevant loan. The only
consequence if the Grower does not do so is that the Grower does not get title to the Shares.



Key Dates if Resolution 5 is Passed

Event
Date

Offer sent to Growers
19 April 2024

Last date for receipt of applications by Link Market Services
3 May 2024

Loans made and Shares issued to Trustee under the Scheme
6 May 2024
Seeka reserves the right to change any of these dates by notice to NZX.

NZ RegCo no objection
This notice of meeting has been reviewed by NZ RegCo. NZ RegCo has confirmed that it has no objection to this notice of meeting. However,
NZ RegCo does not take responsibility for any statement in this notice of meeting or any other document.

Disclosure document under section 79 of the Companies Act 1993
The section below constitutes a disclosure document in respect of
financial assistance under section 79 of the Companies Act 1993.
1. The financial assistance to be given by Seeka Limited
(“Seeka”) will consist of loans made by Seeka to Seeka Share
Trustee Limited (“Trustee”) as trustee of the Seeka Grower
Loyalty Share Scheme (“Grower Scheme”) and the Seeka
Employee Share Ownership Scheme (“Employee Scheme”).
2. The loans to be made for the purposes of the Grower Scheme
will be made to the Trustee on behalf of growers participating
in the Grower Scheme, to fund the whole issue price of shares
to be issued for the purposes of the Grower Scheme. The
terms of those loans, and the aggregate amount of those
loans, will be as described under the heading “ Loan” in the
summary of the Grower Scheme on page 5.
3. The loans to be made for the purposes of the Employee
Scheme will be made to the Trustee on behalf of employees
participating in the Employee Scheme, to fund the whole issue
price of shares to be issued for the purposes of the Employee
Scheme. The aggregate amount of those loans will depend
on the number of employees who participate in the Employee
Scheme and the issue price of shares. If all employees who
are eligible participated to the fullest extent, and the issue
price per share was $2.70, the aggregate amount of loans
made for the purposes of the Employee Scheme would be
approximately $1,629,500. The terms of each loan to be
made for the purposes of the Employee Scheme will be:
– it w
ill not bear interest, except in the circumstances
specified below;
– it may only be applied for the purpose of acquiring shares;
– all distributions in cash (after tax) paid in respect of shares
will be applied in repayment of the loan;
– the loan will be limited in recourse to the shares and may
be secured over the shares by a security in such form as the
Board may require;
– if an employee remains employed three years after the
employee joined the Employee Scheme, that employee
may elect to:
– if the employee is resident in New Zealand or Australia,
pay the outstanding balance of the loan in full and take
title to the relevant shares;
– if the employee is resident in New Zealand, repay the
outstanding balance of the loan over a period of two
years from the end of the three year period. The loan
would for that two year period bear interest at a rate
1.5% above Seeka’s cost of borrowing;
– if the employee is resident in New Zealand, pay interest
only on the loan for that two year period. The interest
rate would be 4% above Seeka’s cost of borrowing; or
– if the employee is resident in New Zealand or Australia,
forfeit the employee’s rights under the scheme, in which
case the Trustee would effectively assume liability for the
loan.
4. T
he text of the resolutions passed by the Board under section
78(1) of the Companies Act 1993 is as follows:
1. Subject to:
a) the Company’s shareholders approving the issue of up
to 2,400,000 ordinary shares in the Company and the
making of loans (“GLSS Loans”) to Seeka Share Trustee
Limited (the “Trustee”); and
b) the offer under the Seeka Grower Loyalty Share
Scheme (“Grower Scheme”) proceeding, the Company
make the GLSS Loans to the Trustee for the purposes
of, and on the terms required by, the Grower Scheme.
2. Subject to offers to employees under the Seeka Employee
Share Ownership Scheme (“Employee Scheme”)
proceeding, the Company make loans to the Trustee
(together with the GLSS Loans, the “Loans”) for the
purposes of, and on the terms required by, the Employee
Scheme.
3. The making of the Loans is in the best interests of the
Company.
4. The terms and conditions under which the Loans are made
are fair and reasonable to the Company.
5. The making of the Loans is of benefit to those shareholders
not receiving Loans.
6. The terms and conditions under which the Loans are made
are fair and reasonable to those shareholders not receiving
Loans.
7. T
he grounds for the directors’ conclusions in resolutions 3
to 6 above are as follows:
a) the purpose of the Grower Scheme is to incentivise
growers to supply all of their fruit to the Company over
three seasons, thereby increasing the supply of fruit to
the Company, and the business of the Company;
b) the purpose of the Employee Scheme is to incentivise
employees and align the interests of employees with
the interests of shareholders;
c) the making of the Loans is a necessary part of both the
Grower Scheme and the Employee Scheme; and
d) for the reasons in sub-paragraphs (a) and (b), the
Grower Scheme and Employee Scheme are in the best
interests of the Company, and of all of its shareholders.





34 Young Road, RD 9, Te Puke 3189
PO Box 47, Te Puke 3153, New Zealand
+64 7 573 0303, info@seeka.co.nz
seeka.co.nz

---

General Enquiries
+64 9 375 5998
enquiries@linkmarketservices.co.nz




PROXY FORM/ADMISSION CARD FOR SEEKA LIMITED 2024 ANNUAL SHAREHOLDERS MEETING
The Annual Meeting of Shareholders of Seeka Limited will commence at 2:30pm on Thursday, 18 April 2024. Shareholders can attend the
physical meeting at Seeka360, 34 Young Road, Te Puke, or attend online at www.virtualmeeting.co.nz/sek24.To attend the online meeting, you
will require your Holder Number for verification purposes.
If you are not attending the Meeting, either at Seeka360 or online, but wish to be represented by proxy, please complete and return this form (in
accordance with the lodgement instructions above) to Seeka’s share registry, Link Market Services, by no later than 2:30pm, Tuesday 16 April
2024. You can also go online to lodge your proxy and vote on the resolutions on the reverse of this form by going to
https://investorcentre.linkgroup.nz/voting/SEK, or by scanning the QR code above with your smartphone.
Appointment of proxy
A shareholder entitled to attend and vote is entitled to appoint a proxy or, in the case of a corporate shareholder, a representative to attend and vote
on that shareholders’ behalf. A proxy or representative need not also be a shareholder. You may appoint the Chair of the Audit and Risk Committee,
or any other director, to act as your proxy. If you do not name a person as your proxy but have indicated on this form how you wish to vote, the Chair
of the Audit and Risk Committee will vote in accordance with your express instructions. Subject to the following paragraph, if you appoint the Chair of
the Audit and Risk Committee, or any other director, as your proxy and do not direct them how to vote in the proxy form, they will vote discretionary
proxies in favour of Resolutions 1 to 5.
If you appoint Directors Fred Hutchings, Ratahi Cross, Stewart Moss or Hayden Cartwright as proxy, they may vote on Resolution 5 in accordance
with the express directions recorded on the proxy form, but may not vote undirected proxies on Resolution 5.
Voting exclusions
Shareholders who are growers eligible to participate in the Scheme (as described under “Eligibility” in the summary of the Scheme in the explanatory
notes to the Notice of Meeting) or are an associated person of such a grower, are, under the NZX Listing Rules, not entitled to vote on the resolution.
Those include the directors named above, and the growers with which they are associated.
A person w
ill not be entitled to participate in the grower loyalty share scheme if that person or an associated person voted in favour of
Resolution 5.
Voting of your holding
If you appoint a proxy you must either direct the proxy how to vote by ticking the “For”, “Against” or “Abstain” box in respect of each resolution OR
by ticking the “Proxy Discretion” box in respect of each resolution. A shareholder can direct the proxy holder in respect of one or more resolutions
and give the proxy holder discretion in respect of other resolutions. If you tick the “Proxy Discretion” box for a particular resolution, your proxy will
decide how to vote that resolution. If you return this form without directing the proxy how to vote on any particular matter, the proxy may vote as
he/she thinks fit or abstain from voting. All 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.
Attending the meeting
If you are attending Seeka’s Annual Shareholders Meeting at Seeka360, 34 Young Road, Te Puke, please bring this form to assist with your
registration. To participate online, use the link www.virtualmeeting.co.nz/sek24 to the virtual meeting platform. You will require your common
shareholder number (CSN) / Holder number for verification purposes. Your CSN / Holder number is displayed above.
A corporation may appoint a person to attend and vote at the Meeting online as its representative in the same manner as that in which it could
appoint a proxy. That person need not also be a shareholder. If you have appointed a proxy you may still attend the meeting online or in person,
but if attending online you will not be able to vote.
Signing instructions for proxy forms
Individual: Where the holding is in one name, the shareholder must sign the Proxy Form.
Joint Holding: This Proxy Form may be signed by either, or on behalf of, the joint shareholders (or their duly authorised attorney). If the shareholder
is a company, this Proxy Form must be signed on behalf of the company by a person acting under the company’s express or implied authority.
Power of Attorney: If this Proxy Form has been signed under a power of attorney (“POA”), a copy of the POA (unless already noted by the company
or its registry) and a signed certificate of non-revocation of the POA must be produced to the company with this form.
LODGE YOUR PROXY
Online: https://investorcentre.linkgroup.nz/voting/SEK
Scan & email:
meetings@linkmarketservices.com Mail:
Use the previously supplied
Deliver: envelope or address to :
Link Market Services Link Market Services Limited
Level 30, PwC Tower, PO Box 91976
15 Customs Street West, Auckland 1010 Auckland 1142
Scan this QR code
with your smartphone
and vote online

Are you a Grower? Tick (✔) in box Yes [ ] No [ ]



PROXY/CORPORATE REPRESENTATIVE FORM

STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
Note: If you wish, you may appoint the Chair of the Audit and Risk Committee as your proxy. To do this, enter “Chair of the Audit and Risk Committee”
in the space allocated below. I/We being a shareholder/s of Seeka Limited:

hereby appoint of
(Full Name) (Email Address)

Or failing that person of
(Full Name) (Email Address)

as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of Seeka Limited to be held 2:30pm on Thursday 18 April 2024 at Seeka360,
34 Young Road, Te Puke, and online at www.virtualmeeting.co.nz/sek24, and at any adjournment of that meeting.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For each resolution you must tick one box.
Voting Instructions
This form is to be used to vote on the following resolutions:
Tick () in box to vote
Ordinary Resolutions
For Against Abstain Discretion
1. To re-elect Ashley Waugh as a Director.
   
2. To re-elect Peter Ratahi Cross as a Director.
   
3. To elect Sharon Cresswell as a Director.
   
4.
To record the re-appointment of Grant Thornton as auditor of the Company, and to authorise
the Directors to fix the remuneration and expenses of the auditor for the coming year.

   
5. That Seeka:
(a) issue up to 2,400,000 ordinary shares of Seeka, at the issue price described in the
explanatory notes, pursuant to the Grower Loyalty Share Scheme (“Scheme”)
described in the explanatory notes; and
(b) make the loans required pursuant to the Scheme, and described under the heading
“Loan” in the explanatory notes, to fund the issue price of the shares referred to in (a).

   
and to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the meeting (or
any adjournment thereof). Unless otherwise instructed as above, the proxy may vote as he/she thinks fit or abstain from voting on each such resolution.
The proxy is appointed only in respect of the above meeting or any adjournment thereof. Please refer to the Notice of Meeting for the Annual Meeting for
the explanatory notes to the resolutions.
STEP 3: SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed

Shareholder 1 Shareholder 2 Shareholder 3

or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney
Contact Name Contact Daytime Telephone Date
IMPORTANT NOTICE
Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor
communications by email please provide your email address below.


WARNING: If you are a grower eligible to
participate in the Scheme or an associated
person of such a grower, you are, under the NZX
Listing Rules, not entitled to vote on Resolution 5.