Seeka Limited — Proxy Solicitation & Information Statement 2017

Apr 13, 2017

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Seeka Limited

Annual Shareholders Meeting Thursday 27 APRIL 2017 2:30pm

• Page 2. Notice of Annual Shareholders Meeting

• Page 5. Candidate Profile — Martyn Brick

• Page 6. Candidate Profile — John Burke

• Page 7. Candidate Profile — Cecilia Tarrant

• Page 8. Location of Annual Shareholders Meeting

PLEASE BRING YOUR ENCLOSED PROXY FORM TO THE ANNUAL SHAREHOLDERS MEETING AS THE BARCODE IS REQUIRED FOR REGISTRATION

Notice of Annual Shareholders Meeting

NOTICE is hereby given that the Annual Meeting of Shareholders of Seeka Limited ("Seeka") will be held at Club Mount Maunganui (Inc.), 45 Kawaka Street, Mount Maunganui on Thursday, 27 April 2017 commencing at 2.30pm.

Ordinary business

The business of the Meeting is:

1. Annual Report and Accounts

To receive, consider and adopt the Annual Report of Seeka and the Financial Statements for the year ended 31 December 2016 together with the Auditor’s Report thereon.

2. Directors

To consider, and if thought fit, to pass, the following ordinary resolutions:

• a. To re-elect Martyn Brick as a Director.

• b. To re-elect John Burke as a Director.

• c. To elect Cecilia Tarrant as a Director.

Notes to these ordinary resolutions

Profiles of each candidate standing for election are enclosed.

In accordance with clause 24.1(j) of Seeka's constitution, Martyn Brick and John Burke retire by rotation and, being eligible, offer themselves for re-election.

In accordance with clause 24.1(c) of Seeka's constitution, Cecilia Tarrant offers herself for election.

The Board supports and recommends that shareholders vote in favour of the election of Martyn Brick, John Burke and Cecilia Tarrant.

No other nominations have been received.

3. 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.

General Business

To consider any other matter that may be properly brought before the Meeting.

2 Seeka Limited

Voting and proxies

The Chairman 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.

Resolutions 1, 2a, 2b, 2c, and 3 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 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 Chairman of the Meeting as your proxy. If you appoint the Chairman of the Meeting as your proxy and do not direct the Chairman how to vote in the proxy form, the Chairman will vote in favour of Resolutions 1, 2a, 2b, 2c, and 3.

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, please complete the Proxy Form and return it in the reply-paid envelope provided (Link Market Services, PO Box 91976, Victoria Street West, Auckland 1142) or fax to 09 375 5990 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 Wednesday 26 April 2017.

Alternatively, you may lodge your proxy online. Go to https://investorcentre.linkmarketservices.co.nz/voting/SEK.

Initial information including your CSN and FIN 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.

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2017 Annual Shareholders Meeting

Independence of Directors for Listing Rule purposes

NZX Main Board Listing Rule 3.3.5 requires Seeka to specify in this Notice of Meeting the Board’s view of whether or not a nominee would qualify as an Independent Director under the NZX Main Board Listing Rules.

Generally, a Director will be considered to be independent for the purposes of the NZX Main Board Listing Rules if the Director has no direct or indirect interest or relationship that could reasonably influence, in a material way, the Director's decisions in relation to Seeka.

The NZX Main Board Listing Rules provide guidance as to the criteria for determining whether a Director can be considered independent. Broadly, a Director will not be independent if the Director, in the Board’s view:

• has a shareholding in excess of 5% of Seeka’s total shareholding; or

• is an associated person of a shareholder with more than 5% of Seeka’s total shareholding; or

• income derived by the Director from Seeka or associated companies (excluding Directors' fees and dividends) is more than 10% of the Director's total income.

In the Board’s view if Cecilia Tarrant is elected as Director she would qualify as an Independent Director for the purposes of the NZX Main Board Listing Rules. If Martyn Brick and John Burke are elected as Directors, the Board considers they would not qualify as Independent Directors for the purposes of the NZX Main Board Listing Rules.

By order of the Board

S T McKinstry,

Secretary 24 March 2017

4 Seeka Limited

Candidate Profile

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Martyn Brick

Martyn or "Marty" was elected as a Director of Seeka Kiwifruit Industries Limited in April 2013.

Marty has an agribusiness background and started working in the New Zealand rural banking and finance industry after completing a Bachelor of Agricultural Commerce at Lincoln University.

He was appointed general manager of publicly-listed horticultural company Grocorp Pacific Limited where his primary function was to manage large-scale fruit supply to both Enza and the New Zealand Kiwifruit Marketing Board.

Marty then established Omega Pack and Cool Limited, a kiwifruit business that was subsequently sold to Te Awanui Huka Pak. He then became a director of Te Awanui Huka Pak and chairman of the Te Awanui Growers Council, positions he held until Huka Pak amalgamated with Seeka in 2009.

Since the amalgamation, Marty has been a member of Seeka Growers Council and actively seeks improvement in all aspects of producing kiwifruit to the offshore markets. He has in-depth experience in the kiwifruit industry and a passion for growing that spans 40 years.

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2017 Annual Shareholders Meeting

Candidate Profile

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John Burke

John was elected as a Director of Seeka Kiwifruit Industries Limited in April 2012.

John is the former chief executive and director of Te Awanui Huka Pak Limited, a kiwifruit post harvest business. He has an agri-business background having worked for the Rural Bank and operated a rural valuation and consultancy practice.

He was directly involved in developing the kiwifruit industry supply structure and has an intimate knowledge of kiwifruit growing, processing and the supply chain, and while at Huka Pak he established collaborative licences to directly export kiwifruit to Asia and North America. Huka Pak’s kiwifruit business was sold to Seeka in 2009.

Recent roles include GM of Kiwifruit Vine Health and GM Apiary and Manuka Plantations for Comvita New Zealand Limited where he oversaw research on the finacial viability of using Manuka as an alternative crop on marginal land.

John is currently a director of Seeka Limited, a kiwifruit grower and a pastoral farmer.

6 Seeka Limited

Candidate Profile

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Cecilia Tarrant

Cecilia is a professional company director. She is currently a director of Fletcher Building Limited and Payments NZ, deputy chairman of the Government Superannuation Fund Authority, a trustee of the University of Auckland Foundation and a member of the University of Auckland Council.

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 over 100 years.

Cecilia is interested in entrepreneurship and innovation. She is the chair of the ArcAngels Angel Investment Network and a member of ICE Angels. In addition to her governance roles, Cecilia is an executive-in-residence at the University of Auckland Business School where she leads a women’s mentoring programme.

Cecilia previously worked in law and banking, first as a lawyer in Auckland and San Francisco and then as an investment banker in New York and London. She worked as a lawyer for the firm of Simpson Grierson in Auckland before going overseas. In banking, she worked first for Credit Suisse First Boston and then for Morgan Stanley. Her last position at Morgan Stanley was as a managing director in the Global Capital Markets Group in London.

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2017 Annual Shareholders Meeting

Location of Annual Shareholders Meeting

Club Mount Maunganui (Inc.) 45 Kawaka Street, Mount Maunganui New Zealand

Thursday, 27 April 2017 commencing at 2.30pm

PLEASE BRING YOUR ENCLOSED PROXY FORM TO THE ANNUAL SHAREHOLDERS MEETING AS THE BARCODE IS REQUIRED FOR REGISTRATION.

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Club Mount
Maunganui
Kawaka St
Matai St
Tawa St Miro St Hinau StMaunganui St
Totara St
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Seeka Limited

34 Young Road, Paengaroa 3186 PO Box 47, Te Puke 3153 info@seeka.co.nz www.seeka.co.nz