Seeka Announces Grower Loyalty Share Scheme

19 April 2024
Seeka Announces Grower Loyalty Share Scheme
Seeka Limited [NZX:SEK] announces the launch of its Grower Loyalty Share Scheme offer approved
by resolution of shareholders at the Annual Shareholder Meeting held on 18 April 2024.
That Seeka:
(a) issue up to 2,400,000 ordinary shares of Seeka, at the issue price pursuant to the Grower Loyalty
Share Scheme; and
(b) make the loans required pursuant to the Scheme to fund the issue price of the shares referred to
in (a).
See attached cleansing notice, offer document and a revised disclosure document.

Release ends:
For further information please contact:

Michael Franks Seeka Chief Executive Officer +64 21 356 516
Nicola Neilson Seeka Chief Financial Officer +64 21 841 606

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19 April 2024
NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington
NOTICE PURSUANT TO CLAUSE 20(1)(a) OF SCHEDULE 8 TO THE FINANCIAL MARKETS CONDUCT
REGULATIONS 2014: GROWER LOYALTY SHARE SCHEME
1. Seeka Limited (NZX:SEK) (“Seeka”) is to make an offer of ordinary shares (“Offer”) under a
Grower Loyalty Share Scheme.

2. Pursuant to clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct Regulations 2014
(“FMC Regulations”), and clause 19 of Schedule 1 to the Financial Markets Conduct Act 2013
(“FMCA”), Seeka states that:

a. Seeka is making the Offer in reliance on the exclusion in clause 19 of Schedule 1 to the
FMCA and provides this notice under clause 20(1)(a) of Schedule 8 to the FMC
Regulations.

b. As at the date of this notice, Seeka is in compliance with the “continuous disclosure
obligations” (as defined in section 6 of the FMCA) that apply to it in relation to
ordinary shares in Seeka and there is no information that is “excluded information”
(as defined in clause 20(5) of Schedule 8 to the FMC Regulations).

c. As at the date of this notice, Seeka is in compliance with its “financial reporting
obligations” (as defined in clause 20(5) of Schedule 8 to the FMC Regulations).


3. The Offer is not expected to have any effect on the control of Seeka.

Yours faithfully
Seeka Limited


Michael Franks
Chief Executive Officer

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GROWER LOYALTY
SHARE SCHEME
OFFER DOCUMENT










19 APRIL 2024

Contents
1 Important Information

3 Details of the Scheme

7 Other Information

8 Action to be taken by Growers
9 Glossary

SEEKA LIMITED | GROWER LOYALTY SHARE SCHEME — OFFER DOCUMENT
1






Important Information
This offer document (“Offer Document”) is prepared by Seeka Limited (“Seeka”) in respect of its Grower Loyalty
Share Scheme (“Scheme”) under which ordinary shares in Seeka (“Shares”) are being offered to certain growers
that supply to Seeka and its subsidiaries. The Offer is made pursuant to the exclusion in clause 19 of Schedule 1 of
the Financial Markets Conduct Act 2013. This document is not a product disclosure statement for the purposes of
that Act, and does not contain all of the information that an investor would find in a product disclosure statement, or
which may be required to make an informed decision about the Offer or Seeka.
Additional information available under Seeka’s disclosure obligations
Seeka is subject to continuous disclosure obligations under the NZX Listing Rules, which require Seeka to notify
certain material information to NZX. Market releases by Seeka are available at www.nzx.com under the ticker code
“SEK” and on Seeka’s website www.seeka.co.nz/nzx-announcements.
Seeka may, during the period of the Offer, make additional releases to NZX. No release by Seeka to NZX will permit
you to withdraw any application to participate in the Scheme.
The market price of shares in Seeka may increase or decrease between the date of this Offer Document and the date
of issue, or transfer to you, of Shares.
It is your decision whether to participate in the Scheme.
The information in this Offer Document does not constitute a recommendation to acquire Shares, or financial
product advice to you or any other person. This Offer Document has been prepared without taking into account
your investment objectives, financial or taxation situation, or particular needs. Please read this Offer Document
carefully and in full before making that decision. You are encouraged to take your own professional advice before
you apply to participate in the Scheme and, in particular, to take advice in respect of any taxation implications of
participating in the Scheme.
You s
hould not rely on any information in respect of the Offer other than information contained in this Offer
Document or another communication authorised by Seeka’s directors.
Withdrawal
Seeka reserves the right to withdraw the Offer at any time.
No guarantee
No person guarantees the Shares to be issued (or any return on the Shares) or makes any representation or
warranty about the future performance of Seeka or any return on investment in Shares.
Privacy
Any personal information provided by you in your online application or Participation Form will be held by Seeka or
Seeka’s Registrar at the addresses set out on page 8 and may also be held in electronic format. Seeka or the
Registrar may store your personal information in online storage on a server or servers which may be located inside
or outside New Zealand. Your personal information will be used for the purposes of administering your investment in
Seeka. This information will only be disclosed to third parties with your consent or if otherwise required by law.
Under the Privacy Act 2020, you have the right to access and correct any personal information held about you.

2




Enquiries
If you have any enquiries about the Scheme, they should be directed to your lawyer, accountant or other
professional adviser.
Scheme documents
The full terms of the Scheme are contained in the Trust Deed and Scheme Rules. Those documents may be viewed at
www.seekashareoffer.com and a printed copy may be obtained from Seeka Limited, 34 Young Road, Te Puke.
Key Dates
Important dates in respect of the Scheme are:
Event
Date


Offer sent to Growers
19 April 2024


Last date for receipt of applications by Link Market Services
3 May 2024
Shares issued 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 Offer Document has been reviewed by NZ RegCo. NZ RegCo has confirmed that it has no objection to this
Offer Document. However, NZ RegCo does not take responsibility for any statement in this Offer Document or any
other document.

SEEKA LIMITED | GROWER LOYALTY SHARE SCHEME — OFFER DOCUMENT
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Details of the Scheme
Overview
The Scheme provides an opportunity for certain growers of kiwifruit, Kiwiberry and avocado to acquire Shares
funded by a loan from Seeka. The essential features of the Scheme, if you are offered participation in the Scheme
and decide to participate in it, are:
– Shares will be issued to the Trustee on your behalf at the issue price described below under “ Issue Price”. The
number of Shares issued will be determined on the basis of production from your Orchard(s) in accordance
with the provisions below under “Issue of Shares”. The Trustee will hold the Shares for you on trust but you will
beneficially own the Shares. You will be able to direct the Trustee how to exercise all voting rights attaching to
the Shares from the time they are issued to the Trustee on your behalf.
– The issue price will be funded by a loan made by Seeka to the Trustee on your behalf. That loan will be interest
free, and you will be required to repay it only if you choose to take legal title to the Shares at the end of the
relevant three season period (called a “Supply Period”). Any distributions paid by Seeka on the Shares will be
applied (after tax) to reduce the loan.
– If all fruit produced from the Orchard(s) is supplied to Seeka during the Supply Period, you will be entitled to
take legal title to the Shares if you repay the loan.
– Yo
u are not required to supply fruit to Seeka, or to repay the loan. The only consequence if you do not do so will
be that you will not get legal title to the Shares (and your beneficial interest in the Shares will be acquired from
you by the Trustee).
Further details of the Scheme are set out below, and in the Trust Deed and Scheme Rules referred to above under
the heading “ Scheme Documents”. You are encouraged to read all of those materials.
Summary of the Key Terms of the Scheme

Eligible Grower In order to participate in the Scheme, you must be a person (or persons or legal entity) who is
the registered owner of a kiwifruit, Kiwiberry or avocado Orchard, other than an Orchard leased
to Seeka or one of its subsidiaries under a lease with a term of 10 years or more. You are the
registered owner of an Orchard if you are the person (or persons or legal entity) in whose name
the KPIN or PPIN for the Orchard is registered. You are not however entitled to participate
if you or an Associated Person of you voted in favour of the resolution to approve the issue of
shares and giving of financial assistance under the Scheme passed at the shareholders’
meeting held on 18 April 2024.


Participation in
the Scheme
If you are an Eligible Grower, a Participation Form can be completed online at
www.seekashareoffer.com from 19 April 2024. Alternatively, an application can be made by
completing a Participation Form and returning it to Seeka’s Share Registrar. Applications must
be received by 5:00 pm on 3 May 2024 (“Closing Date”).
By completing a Participation Form, you agree to participate in the Scheme in respect of the
Orchard(s) listed in the Participation Form. Instructions on how to complete the Participation
Form are set out under the heading “ Action to be taken by Growers” on page 8 and in the
Participation Form.

4



Issue of Shares If you complete and sign a Participation Form and return it to Seeka before the Closing Date,
Seeka will issue to the Trustee on your behalf a number of 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 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.


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 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.

SEEKA LIMITED | GROWER LOYALTY SHARE SCHEME — OFFER DOCUMENT
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Loan Seeka will make a loan to the Trustee on your behalf to fund the whole issue price of the Shares
issued to the Trustee on your 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 deductions) 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 you if you decide to have the Shares transferred to you as
described below under “ Right to Shares”.


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 your behalf, the Trustee will exercise the voting rights
on those Shares in accordance with your directions. If you do not direct the Trustee how to vote,
the Trustee will abstain from voting in respect of the Shares held on your behalf.


Distributions All cash distributions (after tax deductions) paid by Seeka in respect of Shares held on your
behalf by the Trustee will be applied by the Trustee first, to pay any amount of income taxes
payable by you in respect of the cash distribution and then, to repay any outstanding balance
of your loan that relates to the Shares. Finally, if your loan has been repaid, any part of the cash
distribution remaining will be paid to you.


Restrictions
on sale and
transfer
You are not able to, and cannot require the Trustee to, sell, transfer or encumber the Shares
otherwise than in accordance with the Scheme Rules. Once the Shares have been transferred
to you under the Scheme Rules, you will be free to transfer or encumber the Shares (subject to
applicable law).

6



Right to Shares If the Board is satisfied that all fruit from your Orchard(s) has been supplied 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”)
you will be entitled to elect to have all of the Shares transferred to you. Seeka will send you
notice of this fact and the date by which you must make your election.
You must notify Seeka of your election before the specified date and repay the outstanding
balance of the loan before the Shares will be transferred to you. The Board’s decision as to
whether all fruit from your Orchard(s) has been supplied to Seeka for the Supply Period will be
conclusive.


Loss of Rights If the Board considers all fruit from your Orchard(s) was not supplied to Seeka during the Supply
Period, or if you do not elect to have all the Shares transferred to you by the due date for your
election, you will forfeit all rights to all Shares and cease to have rights under the Scheme.
On f
orfeiture of your Shares, the Trustee will purchase your beneficial interest in the Shares for a
consideration equal to the outstanding balance of the loan that was advanced to the Trustee on
your behalf to pay for the Shares. This consideration will be satisfied by way of a novation (i.e.
transfer) of your loan to the Trustee (so that the Trustee will become liable to Seeka in respect of
that loan, rather than you). The Trustee will cease to hold Shares on your behalf.


Sale of Orchard If during the Supply Period, you sell your Orchard:
– you must notify Seeka in writing of the sale and the name(s) of the new owner(s) of the
Orchard;
– you will nevertheless retain rights under the Scheme; and
– supply by the new owner of the Orchard will be deemed to be supply by you, so that if you
and the new owner together supply all fruit from the Orchard to Seeka for the Supply Period,
you will for the purposes of the Scheme be deemed to have supplied that fruit, and will
have the rights outlined under “Right to Shares” above. However, if you and the new owner
together do not supply all fruit from the Orchard to Seeka for that period, the paragraph
above headed “ Loss of Rights” will apply.
It i
s up to you to make arrangements, on the sale of your Orchard, for the new owner to continue
to supply Seeka, if you wish to retain your rights under the Scheme.


Tax Any tax that is payable in connection with the issue or transfer of Shares to the Trustee, the
transfer of Shares to you by the Trustee, any payment made to you under the Scheme, any
dividends declared and paid by Seeka in respect of the Shares or the loan advanced to you, is
your responsibility.

SEEKA LIMITED | GROWER LOYALTY SHARE SCHEME — OFFER DOCUMENT
7






Other Information
Orchard gate returns
Participation in the Scheme will not impact the orchard gate returns you receive from Seeka. You will receive the
same orchard gate returns from Seeka, and will pay the same amounts for post-harvest services provided by Seeka in
respect of your fruit, regardless of whether you elect to participate in the Scheme.
Dividend policy
Seeka’s dividend policy, as approved by Seeka's banking syndicate, is to declare and distribute dividends at a rate of
between 65% and 75% of net profit after tax annually in conjunction with the release of the half year and full year
results. Payment of any dividends declared is proposed to be in April and October each year. Each dividend will
be determined by the Board after due consideration of the capital requirements, operating performance, financial
position, debt levels and cashflows of Seeka at the time.
The Board reserves the right to amend the dividend policy at any time.
New Zealand residents only
To be an Eligible Grower and participate in the Scheme, you must have a New Zealand residential address. This Offer
Document may not be used for the purposes of, and does not constitute, an offer or invitation in any jurisdiction
other than New Zealand.
Quotation
Seeka will take any necessary steps to ensure that the Shares are immediately quoted on NZX once issued.

8




Action to be taken by Growers
If you are an Eligible Grower that has received an Offer from Seeka and you would like to participate in the Scheme, you
must COMPLETE AND SUBMIT THE PARTICIPATION FORM, EITHER ONLINE OR BY MAIL, TO BE RECEIVED BY LINK
MARKET SERVICES LIMITED BEFORE THE CLOSING DATE (5:00 pm, 3 May 2024).
You cannot revoke or withdraw your application to participate in the Scheme.
If you do not complete the Participation Form correctly it may still be treated as valid (at Seeka’s discretion). Seeka may
also, in its discretion, rectify any errors in, or omissions from, your Participation Form so that it is valid and binding,
including filling in any blanks.
Delivery
You must deliver your Participation Form (by either online, mail, hand delivery or email), in accordance with the
instructions set out in the Participation Form, so that it is received by Seeka’s Registrar, Link Market Services, before the
Closing Date (5:00 pm, 3 May 2024).
Contact details are as follows:

Online www.seekashareoffer.com

Email applications@linkmarketservices.com
(Please use “Grower Scheme Application” as the subject of the email for easy identification)

Mail Seeka Limited
C/- Link Market Services Limited
PO Box 91976
Auckland 1142

Delivery Seeka Limited
C/- Link Market Services Limited
Level 30, PwC Tower
15 Customs Street West Auckland
1010

Enquiries
You are encouraged to read and consider the information in this Offer Document, the Participation Form, the Trust Deed
and the Scheme Rules carefully, and to take independent financial and legal advice.
If you have any queries about how to complete the Participation Form, please contact your Seeka Customer
Relations Manager directly.
Seeka Limited
34 Young Road
RD 9, Te Puke 3189
New Zealand
Telephone: (07) 573 0303
Trustee
The contact details for the Trustee are the same as the contact details for Seeka set out above.

SEEKA LIMITED | GROWER LOYALTY SHARE SCHEME — OFFER DOCUMENT
9






Glossary

Associated Person Has the meaning given to that term in the NZX Listing Rules and includes a person who is
able, directly or indirectly, to exert a substantial degree of influence over the activities of the
Eligible Grower (or vice versa), among certain other matters.

Board The Board of Directors of Seeka.

Closing Date 3 May 2024 (5.00pm)

Eligible Grower A person (or persons or legal entity) in whose name the KPIN or PPIN for an Orchard is
registered (other than an Orchard leased to Seeka or one of its subsidiaries under a lease
with a term of 10 years or more) that supplies kiwifruit, Kiwiberry or avocados to Seeka or a
subsidiary of Seeka.

KPIN or PPIN A Kiwifruit Property Identification Number issued by Zespri, or a Persea (Avocado) Property
Identification Number issued by New Zealand Avocado, in respect of an Orchard.

Offer The offer of Shares under the Scheme as detailed in this Offer Document.

Offer Document This offer document for the Scheme.

Orchard A property, identified by a KPIN or PPIN, on which kiwifruit, Kiwiberry or avocado is grown
and which is owned by the Eligible Grower, but excludes any property leased by you to
Seeka or a subsidiary of Seeka under a lease for a term of 10 years or more.

Participation Form The application form to elect participation in the Scheme enclosed with this Offer
Document or available online at www.seekashareoffer.com

Registrar Link Market Services Limited

Scheme The Grower Loyalty Share Scheme to which this Offer Document relates.

Seeka Seeka Limited

Share An ordinary share in Seeka

Supply Period In the case of kiwifruit or 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.

Trust Deed The deed dated 15 March 2019 between Seeka and the Trustee relating to the Scheme as
amended from time to time

Trustee The trustee of the Scheme, being, at the date of this Offer Document, Seeka Share Trustee
Limited

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

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Disclosure document under section 79 of the Companies Act 1993
This document replaces the disclosure document under section 79 of the Companies Act 1993 that was appended to Seeka’s notice of annual
shareholders meeting dated 18 March 2024 (“Notice of Meeting”) . This document does not replace or amend that notice of meeting. This
document restates the indicative amount of loans made for the purposes of the Grower Scheme at an assumed share price of $2.85 per share
and increases the indicative amount of loans made for the purposes of the Employee Scheme as a result of extending participation in the
Employee Scheme to additional employees at an assumed share price of $2.85 per share.

This document is 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”).
Grower 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. 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 in paragraph 4 below.
3. The aggregate amount of the loans made to all growers will
depend on the number of growers who participate in the
Grower Scheme, and the issue price of shares. If all eligible
growers participated, and the issue price per share was $2.85
the aggregate amount of the loans would be approximately
$6,840,000.
4. 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.
Employee Scheme
5. 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 $2.85, the aggregate amount of loans made for
the purposes of the Employee Scheme would be approximately
$2,998,200. The terms of each loan to be made for the
purposes of the Employee Scheme will be:
– it will 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.
Seeka resolutions
6. The 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. The 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