Seeka Provides the Notice of Meeting – ASM

2025
NOTICE OF ANNUAL
SHAREHOLDERS MEETING
Dear Shareholder,
We would be pleased if you would attend Seeka Limited’s 2025 Annual Shareholders Meeting on
Wednesday, 16 April 2025 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/sek25.
In case you can't attend, please remember to complete and submit the enclosed Proxy Form so that
it reaches our share registrar, MUFG Corporate Markets Services Limited, by 2:30pm on Monday,
14 April 2025.
For shareholders attending the Annual Meeting at Seeka360, please bring the enclosed Proxy Form
to assist with your registration.

1NOTICE OF ASM 2025 | SEEKA LIMITED
NOTICE OF ANNUAL SHAREHOLDERS MEETING 2025
NOTICE is hereby given that the Annual Meeting of Shareholders of Seeka Limited ("Seeka") will
commence at 2:30pm on Wednesday, 16 April 2025. Shareholders can attend the physical meeting at
Seeka360, 34 Young Road, Te Puke, or attend online at www.virtualmeeting.co.nz/sek25.
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 2024
together with the Auditor’s Report thereon."
B: Resolutions
1. Director election – Stewart Moss
To consider, and if thought fit, pass the following as an ordinary resolution:
"To re-elect Stewart Moss as a Director."
The explanatory note to this ordinary resolution is on page 3 and the candidate's profile on page 4.
2. Director election – Mark Dewdney
To consider, and if thought fit, pass the following as an ordinary resolution:
"To elect Mark Dewdney as a Director."
The explanatory note to this ordinary resolution is on page 3 and the candidate's profile on page 4.
3. Director election – Hayley Gourley
To consider, and if thought fit, pass the following as an ordinary resolution:
"To elect Hayley Gourley as a Director."
The explanatory note to this ordinary resolution is on page 3 and the candidate's profile on page 4.
4. Directors' Remuneration
To consider, and if thought fit, pass the following as an ordinary resolution:
"That the pool of funds available for the remuneration of Directors be increased by an amount of $83,000 per
annum, from a maximum of $610,000 per annum to a maximum of $693,000 in each financial year payable to
all Directors taken together, effective 1 January 2025."
The explanatory note to this ordinary resolution is on page 5.
5. 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 6.
C: General business
To consider any other matter that may be properly brought before the Meeting.

2SEEKA LIMITED | NOTICE OF ASM 2025
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 Monday, 14 April 2025 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 Resolutions 1, 2, 3 and 5.
In accordance with NZX Listing Rule 6.3.1, any director and any person who is an Associated Person (as that
term is defined in the NZX Listing Rules) of a director may not vote on Resolution 4. If you appoint any such
person as your proxy, including the Chair, that person will only be able to vote on Resolution 4 in accordance
with your express instructions, as set out in your proxy form.
A corporation that is a Shareholder may appoint a person as its representative to attend the meeting and
vote on its behalf, in the same manner as that in which it could appoint a proxy.
A proxy form accompanies this Notice of Meeting. If you are unable to attend the Meeting in person
or online, please complete the Proxy Form and return it in the reply-paid envelope provided to (MUFG
Corporate Markets, PO Box 91976, Victoria Street West, Auckland 1142) or scan and email to meetings@
mpms.mufg.com (please put the words “Seeka Proxy Form” in the subject line for easy identification) to
arrive no later than 2:30pm on Monday, 14 April 2025. Alternatively, you may lodge your proxy online.
Go to https://nz.investorcentre.mpms.mufg.com/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.

3NOTICE OF ASM 2025 | SEEKA LIMITED
EXPLANATORY NOTES
RESOLUTIONS 1, 2 AND 3: ELECTION OF DIRECTORS
In accordance with clause 23.1(i) of Seeka's Constitution, Stewart Moss retires by rotation and, being
eligible, offers himself for re-election.
In accordance with clause 23.1(f) of Seeka's Constitution, Mark Dewdney and Hayley Gourley, being
eligible, offer themselves for election.
Profiles of the candidates standing for re-election and election are set on page 4.
The Board supports and recommends that Shareholders vote in favour of the re-election of Stewart
Moss and election of Mark Dewdney and Hayley Gourley. No other nominations were received.
Independence of Directors
The Board have considered whether the director seeking re-election (Stewart Moss) and the
directors seeking election (Mark Dewdney and Hayley Gourley) 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 Stewart Moss is re-elected as a director, he will not qualify as an independent director;
–if Mark Dewdney is elected as a director, he will qualify as an independent director; and
–if Hayley Gourley 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
17 March 2025

4SEEKA LIMITED | NOTICE OF ASM 2025
CANDIDATE PROFILES
Stewart Moss
Non-independent, 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.
Mark Dewdney
Independent, non-executive Director
Appointed 1 December 2024
Mark is a professional director based in Mount Maunganui, with significant
experience leading and governing NZX-listed and family-owned businesses.
He has been a manager and chief executive of multiple high-profile agriculture
companies in New Zealand spanning a career of more than 30 years, including five
years working in Asia.
Mark is a current director at Tatua Dairy Company, and is the current independent
chair of both New Zealand King Salmon and Marire LP.
Hayley Gourley
Independent, non-executive Director
Member Audit and Risk Committee (from 20 January 2025)
Member of the Institute of Directors NZ
Appointed 1 January 2025
Hayley is an agribusiness leader, based in Canterbury, with more than 30 years'
experience across international agribusiness. Hayley has held executive roles
within Rabobank New Zealand and Skellerup Industries Limited, leading both
businesses through significant growth in financial performance and shareholder
value.
Hayley has extensive experience in strategy and value chains within the primary
industries, and has developed capability across New Zealand's key markets and
sectors during her agribusiness career.

5NOTICE OF ASM 2025 | SEEKA LIMITED
RESOLUTION 4: DIRECTORS' REMUNERATION
New Zealand director fees are normally based on the key factors that define a business, including financial
size, international reach, industry segment, ownership structure, organisational performance and Board
performance.
Seeka directors are remunerated by fixed fees drawn from the annual pool of director fees as approved by
shareholders. Each director’s fee is then set according to expected time commitments and responsibilities as
determined by the Board. Seeka directors do not receive any equity-based remuneration, and do not receive
performance or retirement benefits.
Seeka’s director remuneration policy is to set the annual pool available for director fees at a mid-range point,
relative to the market, with the Chair using professional advice and market information to review director
remuneration within a two-year period. Approval from shareholders to increase director remuneration was
last sought in April 2022 when the pool limit was set at a maximum of $610,000 per annum.
Strategic Pay review
Seeka engaged Strategic Pay to undertake a review of Seeka’s director remuneration in January 2025.
Strategic Pay is an independent remuneration consultancy that undertakes annual director fees surveys,
and used the key metrics of market capitalisation, revenue, assets, and market sector (agribusiness), to
benchmark Seeka within their database of 366 New Zealand organisations.
The Board considered Strategic Pay’s recommendations, and took into account Seeka’s performance,
growth in complexity, scale of operations, regulatory risks and obligations, and recommends that the pool
available to pay director fees be increased by $83,000 from a maximum of $610,000 per annum to a
maximum of $693,000 per annum.
If approved, the Board proposes to allocate the $693,000 pool as detailed in the following table, effective
from 1 January 2025.
2022 to 2024 Fee Structure2025 Proposed Fees
NumberFeeTotal PoolFeeTotal Pool
Board
Chair
1
1
$140,000$140,000$160,000$160,000
Member
6
$70,000$420,000$80,000$480,000
$560,000$640,000
Audit and Risk Committee
Chair
1
$15,000$15,000$15,000$15,000
Member
2
$7,500$15,000$7,500$15,000
$30,000$30,000
Sustainability Committee
Chair
1
$5,000$5,000$5,750$5,750
Member
2
$2,500$5,000$2,875$5,750
$10,000$11,500
Remuneration Committee
Chair
1
$5,000$5,000$5,750$5,750
Member
2
$2,500$5,000$2,875$5,750
$10,000$11,500
Total Pool
$610,000$693,000
1. Consistent with Strategic Pay's advice that New Zealand chair fees are typically twice the base director fee.

6SEEKA LIMITED | NOTICE OF ASM 2025
Background information
The following table summarises medium benchmarking data provided by Strategic Pay from their survey
of director and chair fees.
Strategic Pay key metricsSeeka FY24Survey rangeSurvey sampleDirector fees Chair fees
Market capitalisation
$ 142m$ 100m - $ 200m14$ 65,000$ 128,000
Revenue
$ 411m$ 200m - $ 500m21$ 85,000$ 160,000
Assets
$ 550m $ 200m - $ 500m18$ 76,000$ 144,000
Industry
AgribusinessN/A8$ 65,000$ 115,000
Private sector companies of similar size
N/A200 +$ 69,646-
Strategic Pay recommendation
Lower range
$ 75,000$ 150,000
Upper range
$ 85,000$ 175,000
Seeka Board proposal April 2025
$ 80,000$ 160,000
To see Strategic Pay's full report visit www.seeka.co.nz/annual-shareholder-meeting-2025.
The following table summarises the changes in Seeka's business over the three-year period from January
2022 when director remuneration was last reviewed, to January 2025 when Strategic Pay reviewed
director fees and made their recommendation.
Seeka key business metricsFY21FY24Change on FY21
Market capitalisation - 31 December
$ 211m$ 142m( 32.7% )
Revenue
$ 310m$ 411m32.6%
Total assets
$ 482m$ 550m14.1%
RESOLUTION 5: 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 2025.

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

---

General Enquiries
+64 9 375 5998
enquiries.nz@cm.mpms.mufg.com




PROXY FORM/ADMISSION CARD FOR SEEKA LIMITED 2025 ANNUAL SHAREHOLDERS MEETING
The Annual Meeting of Shareholders of Seeka Limited will commence at 2:30pm on Wednesday, 16 April 2025. Shareholders can
attend the physical meeting at Seeka360, 34 Young Road, RD9, Te Puke 3189, or attend online at www.virtualmeeting.co.nz/sek25.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, MUFG Corporate Markets, by no later than
2:30pm, Monday 14 April 2025. You can also go online to lodge your proxy and vote on the resolutions on the reverse of this form by
going to https://nz.investorcentre.mpms.mufg.com/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 meeting, 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 meeting, or any other director will vote in accordance with your express instructions. Subject
to the following paragraph, if you appoint the Chair of the meeting, 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, 2, 3 and 5.
Voting Restrictions
In accordance with NZX Listing Rule 6.3.1, any director and any person who is an Associated Person (as that term is defined in the NZX
Listing Rules) of a director may not vote on Resolution 4. If you appoint any such person as your proxy, including the Chair, that person
will only be able to vote on Resolution 4 in accordance with your express instructions, as set out in your proxy form.
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/sek25 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://nz.investorcentre.mpms.mufg.com/voting/SEK
Scan & email: meetings.nz@cm.mpms.mufg.com
Mail:
Use the previously supplied
Deliver: envelope or address to :
MUFG Corporate Markets MUFG Corporate Markets
Level 30, PwC Tower, PO Box 91976
15Customs Street West, Auckland 1010 Auckland 1142
Scan this QR code
with your smartphone
and vote online

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 meeting as your proxy. To do this, enter “Chair” 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 Wednesday 16 April 2025 at
Seeka360, 34 Young Road, Te Puke, and online at www.virtualmeeting.co.nz/sek25, 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 Stewart Moss as a Director.
   
2. To elect Mark Dewdney as a Director.
   
3. To elect Hayley Gourley as a Director.
   
4.
That the pool of funds available for the remuneration of Directors be
increased by an amount of $83,000 per annum, from a maximum of
$610,000 per annum to a maximum of $693,000 in each financial year
payable to all Directors taken together, effective 1 January 2025.
   
5. 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.
   
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.