Seeka Limited — AGM Information 2018

Apr 27, 2018

==> picture [92 x 64] intentionally omitted <==

Annual Shareholder Meeting

27 April 2018

Agenda

1. Directors and proxies

2. Chairman’s introduction

3. Chief executive’s report

4. Resolutions

5. General business

==> picture [68 x 44] intentionally omitted <==

2

Directors

Cecilia Tarrant

John Burke Marty Brick Mel Diaz

The Board is actively engaged in the governance, strategy and direction of Seeka

Ratahi Cross Ashley Waugh – Audit Committee Chairman

Fred Hutchings - Chairman

==> picture [68 x 44] intentionally omitted <==

3

Proxies

Proxies received by the company are as follows

Chairman	280,783
Fred Hutchings	234,457
Te Horipo Karaitiana	1,267,410
Ella Van Eden	19,405
New Zealand Shareholders Association	80,206
Total	1,882,261

==> picture [68 x 44] intentionally omitted <==

4

==> picture [92 x 64] intentionally omitted <==

Chairman’s introduction

Fred Hutchings

Foreign ownership

Farmind to transfer 6.55% of the shares in Seeka

Seeka is currently an overseas person under the Overseas Investment Act with more than 25% of our shares owned by overseas persons

There is potential for this to have a negative effect on Seeka given the nature of our business

• Farmind Corporation of Japan has advised they will undertake an off-market trade of approximately 6.55% of the shares in Seeka to New Zealand persons this evening

This will result in Seeka:

• No longer being considered an overseas person under the Overseas Investment Act

• Being able to waive the Overseas Investment Act approval condition of the Northland deal

• Being able to complete phase one settlement of the Northland deal on April 30 as scheduled

==> picture [68 x 44] intentionally omitted <==

6

Foreign ownership continued

Regular public announcements

Seeka will monitor the company’s foreign ownership percentage as best able and advise the market each 6 months

Additionally Seeka will put overseas investors on notice through a public announcement of the implications of making an investment in Seeka (particularly without OIO approval) and inviting any foreign investor to contact Seeka in advance of investing

==> picture [68 x 44] intentionally omitted <==

7

Performance features of 2017

Lower kiwifruit volumes by 21%, Hayward down by 33%

Improvement focus

▪ Avocado earnings

▪ Australia earnings

• Cost control – maintenance

▪ Procurement

But

Deferred tax correction

Banana business goodwill impairment

==> picture [68 x 44] intentionally omitted <==

8

Revenue and packed kiwifruit volumes

Lower kiwifruit volumes across the industry, total kiwifruit down by 21% on the previous year and Hayward (Green) down by 33%

==> picture [586 x 238] intentionally omitted <==

----- Start of picture text -----

$191m
$187m
Revenue ↓ 2%
$142m
$116m
32.4m Kiwifruit ↓ 21%
Revenue $97m
27.8m
25.6m
21.4m
19.6m
Total kiwifruit
trays packed
2013 2014 2015 2016 2017
----- End of picture text -----

==> picture [68 x 44] intentionally omitted <==

9

Revenue and EBITDA

==> picture [638 x 237] intentionally omitted <==

----- Start of picture text -----

$191m
$187m
Revenue ↓ 2%
$142m
$24.8m
$116m
$23.1m
EBITDA ↓ 7%
Revenue $97m
$23.2m
$22.7m Underlying
$13.9m EBITDA ↓ 2%
$11.3m
$9.4m
EBITDA
2013 2014 2015 2016 2017
----- End of picture text -----

2016 underlying EBITDA = $23.2m. $2.9m grower incentive scheme, ($4.1m) insurance proceeds and ($0.4m) early termination of long term lease orchards 2017 underlying EBITDA = $22.7m. ($0.1m) insurance proceeds, ($0.3m) early termination of long term lease orchards

==> picture [68 x 44] intentionally omitted <==

10

Revenue and NPAT

==> picture [647 x 237] intentionally omitted <==

----- Start of picture text -----

$191m
$187m
Revenue ↓ 2%
$142m
$10.4m
$116m
Revenue $97m
$9.4m
Underlying
$6.7m
NPAT ↓ 29%
$4.3m $5.8m
$3.2m NPAT ↓ 44%
Net profit $2.3m
after tax
2013 2014 2015 2016 2017
----- End of picture text -----

2016 underlying NPAT = $9.4m. $2.1m grower incentive scheme, ($3.1m) insurance proceeds and ($0.3m) early termination of long term lease orchards, $0.5m impairment of PP&E and investments and shares, ($0.3m) gain on revaluation of land and buildings

2017 underlying NPAT = $6.7m. ($0.3m) insurance proceeds and early termination of long term lease orchards, $0.1m impairment of PP&E, $2.0m impairment of goodwill, ($1.0m) gain on revaluation of land and buildings

==> picture [68 x 44] intentionally omitted <==

11

Financial summary

2017 2016	2017 2016
Revenue $186.8m	$191.3m
EBITDA $23.1m	$24.8m
NPBT $9.9m	$13.6m
NPAT $5.8m	$10.4m
Total assets $222.0m	$197.3m

2016 NPBT benefitted from $3.6m insurance

2017 NPBT impacted by $2m impairment

==> picture [68 x 44] intentionally omitted <==

12

Earnings, net debt and net asset backing

35 cents Earnings Per Share

	2017	2016
Earnings per share (cents)	35 (44¹)	65 (47²)
Net asset backing per share ($)	5.63	4.89
EBITDA ($m)	23.1	24.8
Net debt ($m)	83.1	72.8
Net bank debt/ EBITDA	3.6 x	2.9 x
Long term debt/ EBITDA	3.2 x	2.8 x
Total equity ($m)	98.6	85.3
Total assets ($m)	222.0	197.3
Equity ratio to total assets	44%	43%

(excludes extraordinary items)

==> picture [417 x 96] intentionally omitted <==

----- Start of picture text -----

Earnings per share
Cents
65
35
29
2015 2016 2017
----- End of picture text -----

1. A prior period deferred tax adjustment of $1m was expensed in 2017. This had the effect of reducing EPS by $0.09 per share and would have resulted in $0.44 EPS 2. 2016 Normalised EPS excludes receipt of $3.6m insurance proceeds

==> picture [68 x 44] intentionally omitted <==

13

Safety always

2018 Target 2017 Actuals	2018 Target 2017 Actuals
Total recordable injury frequency rate¹ Less than 4.6	5.8
Notifiable incidents 0	0
Notifiable event 0	1
Medical treatment -	53
Severity rate² Less than 3	2.91

==> picture [213 x 281] intentionally omitted <==

1. Total recordable injury frequency rate (TRIFR) = (number of recordable lost time injuries) x 200,000/ (number of employee hours worked) 2. Severity rate = (number of lost time injuries)/ (number of days lost)

==> picture [68 x 44] intentionally omitted <==

14

Strategy

New Zealand kiwifruit remains our core business and primary focus

Orchard-to-market excellence in other key varieties of avocados, nashi, european pears

Geographical spread diversifies risk: Australia, Northland, other regions Acquisitions to add value

A long term perspective

Financial freedom of action

==> picture [68 x 44] intentionally omitted <==

15

==> picture [92 x 64] intentionally omitted <==

Chief Executive’s report

Michael Franks

Orchard division, New Zealand

$6.4m EBITDA

• Up 13% on PCP

• Kiwifruit volumes down

(industry wide)

Excellent orchard gate returns for Gold

• $9.79 per tray¹

Millions of trays	2017	2016
Hayward (Green)	5.9	8.9
Zespri SunGold	2.6	2.3
Total	8.5	11.2
Turnover/ revenue ($m)	48.6	47.9
EBITDA ($m)	6.4	5.6

==> picture [291 x 124] intentionally omitted <==

----- Start of picture text -----

New Zealand kiwifruit grown
Millions of class 1 trays 11.2
9.2
8.5
6.9 7.2
2013 2014 2015 2016 2017
Green Gold
----- End of picture text -----

==> picture [68 x 44] intentionally omitted <==

1. Figure based on Seeka’s February forecast

17

Post-harvest division, New Zealand

$22m EBITDA

• Down 18% on PCP

• 25.7m trays processed

• Down 21%

Exceptionally low fruit loss

Millions of trays	2017	2016
Hayward (Green)	16.7	25.0
Zespri SunGold	9.0	7.4
Total	25.7	32.4
Turnover/ revenue ($m)	96.7	110.8
EBITDA ($m)	22.0	26.8

• 1.18% Hayward

▪ 0.42% for Hayward organic ▪ 0.73% for Zespri SunGold

==> picture [288 x 119] intentionally omitted <==

----- Start of picture text -----

Class 1 & 2 kiwifruit trays
Millions 32.4
27.8
25.7
21.4
19.6
2013 2014 2015 2016 2017
----- End of picture text -----

==> picture [68 x 44] intentionally omitted <==

18

Post-harvest division continued

Post-harvest division in action

==> picture [577 x 304] intentionally omitted <==

==> picture [68 x 44] intentionally omitted <==

19

Retail Services division, New Zealand

	2017 ($m)	2016 ($m)
Turnover	54.2	53.7
Revenue	24.3	16.8
EBITDA	2.9	1.9

$2.9m EBITDA

▪ Up 50% on PCP Strong avocado market returns $24.85 per tray

==> picture [309 x 207] intentionally omitted <==

Delicious Nutritious Food Company EBITDA $0.29m $2.03m banana goodwill impairment

==> picture [68 x 44] intentionally omitted <==

20

Advance screening

==> picture [580 x 283] intentionally omitted <==

==> picture [68 x 44] intentionally omitted <==

21

Advance screening

==> picture [528 x 322] intentionally omitted <==

==> picture [68 x 44] intentionally omitted <==

22

Seeka Australia

Integrated orchard-to-market

$2.3m EBITDA

▪ Up 119% on PCP Kiwifruit harvest yields up

Nashi volumes down

63 hectares in development

	2017	2016
Kiwifruit (tonnes)	2,982	2,375
Nashi pears (tonnes)	1,201	1,523
Packham pears (tonnes)	854	996
Other (tonnes)	727	884
Revenue ($m)	16.5	15.2
EBITDA ($m)	2.3	1.0

==> picture [599 x 96] intentionally omitted <==

==> picture [68 x 44] intentionally omitted <==

23

Orchard-to-market excellence

Seeka is a fresh produce business with operations in Australia and New Zealand

In Australia:

Grows, processes and markets

• Kiwifruit

• Nashi pears

• European pears

• Stone fruit

• Kiwifruit pollen

Largest grower of kiwifruit in New Zealand and Australia

In New Zealand:

Grows, processes and markets

• Kiwifruit

• Avocado

• Kiwiberry

• Kiwifruit pollen

Develops, leases and manages orchards Manufactures

• Kiwi Crush, avocado oil

Imports, ripens and supplies

• Bananas, tropical fruit

Australia’s largest nashi grower

Wholesales

• Seasonal produce

==> picture [68 x 44] intentionally omitted <==

24

Inspirational people

The statistics

293 permanent employees 44% female male 56%

fixed term employees 2,800

Pay equity

99% of Seeka roles are paid market benchmark 95% female male 102%

Focus on understanding differences and address through remuneration review process Senior Managers individually done by external survey

25

Inspirational people continued

==> picture [214 x 281] intentionally omitted <==

Cadets

• Five currently in year 1-3

University scholarship

• One from the cadet programme

Rishpreet Singh – trainee orchard manager

• Young Grower of the Year finalist

Leadership programme

• Eight members

Operational integration of Delicious Nutritious Food Company

Focus on sustainability

• Review vehicles for energy efficiency

• Solar energy at Seeka360

==> picture [68 x 44] intentionally omitted <==

26

Northland acquisition

Seeka has agreed to purchase the Kerikeri packhouse facility and related kiwifruit orchards.

Seeka will also purchase approximately 253,000 Zespri shares

T&G will continue to own the varieties known as ENZAGOLD and ENZARED with Seeka granted a Master License in New Zealand.

All people directly employed by the acquired business will be offered employment on terms no less favourable than prior to the acquisition

Staff will transfer as each component of the business is acquired

==> picture [68 x 44] intentionally omitted <==

27

Northland acquisition continued

Seeka will provide Post Harvest services to T&G for citrus and other services as required. T&G will also provide services to Seeka as required

Purchase consideration is 100% cash with banking support in place

==> picture [599 x 181] intentionally omitted <==

==> picture [68 x 44] intentionally omitted <==

28

Post-harvest

Purchase price approximately $8.6m

6 Hectare site at 153 Waipapa Road, extensive packhouse, coolstore, fruit handling facility

Some deferred maintenance, some operational efficiencies available with investment

Packhouse will operate nearly all year handling kiwifruit, avocados and citrus Part year earnings in 2018 due to mid season acquisition

Settlement due on 30 April and employees transfer from 1 May Normal expected annual EBITDA range $1.8m to $2.2m

==> picture [68 x 44] intentionally omitted <==

29

Orchards

Purchase price approximately $31.6m

6 Orchards of approximately 120.4 hectares, with 77.85 canopy ha in kiwifruit

Orchards/ha included in the sale Address	Orchards/ha included in the sale Address			Kiwifruit	Kiwifruit			Citrus	Citrus	Citrus	Bare Horticultural land	Total Land
		Rootstock	Enza Gold	Zespri G3	Red	Summer	Hayward	Mandarin	Lemon
Gold Crest	244 Kapiro Road			2.39								2.39 ha
Gold Valley	1500 State Highway10			3.85								3.85 ha
Kapiro	41Orchard Road		14.06		5.56		9.00	12.62				41.24 ha
Kerifruit Farm	2624 State Highway10		17.99	6.37					15.47			39.83 ha
Purerua	159 Kapiro Road	4.61	6.72						-		14.49	25.82ha
Whites 93 Kapiro Road			7.30									7.30 ha
		4.61	46.07	12.61	5.56	-	9.00	12.62	15.47		14.49	120.43 ha

Settlement on 30 June or when title is transferred following subdivision of three orchards Kapiro, Kerifruit Farm and Whites. Seeka has a long term lease in place in the interim on these orchards

==> picture [68 x 44] intentionally omitted <==

30

Orchards continued

Purchase price approximately $31.6m

Purchase price is on a crop off basis with 2018 fruit revenue attributable to T&G

Excellent locations and orchards with irrigation scheme shares included

Orchard leasing and management business also acquired; Seeka to integrate with its own orchard operations

Seeka has tendered for 20 hectares of license in the recent Zespri SunGold tender round

Normal expected annual EBITDA range $2.8m to $3.2m, subject to assumptions

==> picture [68 x 44] intentionally omitted <==

31

==> picture [92 x 64] intentionally omitted <==

Questions Fred Hutchings

==> picture [92 x 64] intentionally omitted <==

Resolutions

Fred Hutchings ALL VOTES TO BE BY POLL

Resolution 1

Annual Report and Accounts

To adopt the Annual Report of the Company and the Financial Statements for the year ended 31 December 2017 together with the Auditor’s Report thereon.

==> picture [68 x 44] intentionally omitted <==

34

Resolution 2

Directors

Director elections

▪ 2 directors standing for re-election

▪ Board supports the candidates for re-election

==> picture [68 x 44] intentionally omitted <==

35

Resolution 2a

2a. To re-elect Peter Ratahi Cross as a Director. Ratahi Cross to address the meeting 3 minutes to address the meeting

==> picture [68 x 44] intentionally omitted <==

36

Resolution 2b

2b. To re-elect Ashley Waugh as a Director.

Ashley Waugh to address the meeting 3 minutes to address the meeting

==> picture [68 x 44] intentionally omitted <==

37

Resolution 3

Directors’ Remuneration

That the pool of funds available for the remuneration of directors be increased by an amount of $50,000 per annum, from a maximum of $400,000 per annum to $450,000 in each financial year payable to all directors taken together, effective 1 January 2018.

Directors and Associated Persons of a Director are not entitled to vote on Resolution 3

==> picture [68 x 44] intentionally omitted <==

38

Resolution 3 – Explanatory notes

Remuneration policy

Review remuneration every 2 years

• Last increased 2015 (no review 2017)

• Seek independent professional advice

• Provided by PwC

Fees at mid point relative to the market

• Survey of 113 New Zealand organisations

• Benchmarked against 18 similar-sized NZX businesses

==> picture [68 x 44] intentionally omitted <==

39

Resolution 3 – Explanatory notes

Remuneration proposal

Considered

• Business performance

• Complexity and scale

• Regulatory obligations

• Propose $50,000 increase in director pool

• To $450,000

To apply from 1 January 2018

Dollars	2017 Actuals	2018 Proposal
Annual pool	400,000	450,000
Individual allocations
Chairman	90,000	100,000
Chair Audit and Risk	60,000	67,500
Directors	50,000	56,500
Total allocation	400,000	450,000

==> picture [68 x 44] intentionally omitted <==

40

PwC Peer Group Extract

==> picture [607 x 426] intentionally omitted <==

==> picture [34 x 44] intentionally omitted <==

41

Resolution 4

Appointment and Remuneration of Auditors

To record the re-appointment of PwC (PricewaterhouseCoopers) as auditor of the Company and to authorise the Directors to fix the remuneration of the auditor for the coming year.

==> picture [68 x 44] intentionally omitted <==

42

General business

==> picture [68 x 44] intentionally omitted <==

43

My thanks

Directors

▪ For diligent attention to the company

Management and staff

• For an excellent year

Growers and contractors

• For ongoing support

Customers and consumers

• For buying our produce

Shareholders

▪ For continuing interest in the company

==> picture [68 x 44] intentionally omitted <==

44

==> picture [168 x 116] intentionally omitted <==