SEEKA KIWIFRUIT INDUSTRIES LIMITED ANNUAL SHAREHOLDERS MEETING TUESDAY 24 APRIL 2012 2:30pm Page 2 Notice of Annual Shareholders Meeting Page 4. Director Election Board Recommendation Candidate Profiles Page 5. Page 6. Page 7. Stuart Burns John Burke Craig Greenlees Page 8. Location of the Annual 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 Kiwifruit Industries Limited ("Seeka") will be held at The Orchard, MacLoughlin Drive, Te Puke on Tuesday 24 April 2012 commencing at 2.30pm. ORDINARY BUSINESS The business of the Annual 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 2011 together with the Auditor s Report thereon. 2. Directors To consider, and if thought fit, to pass, the following separate ordinary resolutions: a. To re-elect Mr Stuart B Burns as a director. b. To elect Mr John G Burke as a director. c. To elect Mr Craig S Greenlees as a director. Board recommendations Profiles of each candidate standing for election as a director, along with the Board s recommendation, are enclosed. In accordance with clause 24.1(j) of Seeka's constitution, Mr Stuart Burns retires by rotation and, being eligible, offers himself for re-election. The Board supports, and has recommended that the shareholders vote in favour of, the re-election of Mr Stuart Burns. In accordance with clause 24.1(c) of Seeka's constitution, Mr John Burke, having been nominated as a director, and being eligible, offers himself for election. The Board supports, and has recommended that the shareholders vote in favour of, the election of Mr John Burke. In accordance with clause 24.1(c) of Seeka s constitution, Mr Craig Greenlees, having been nominated as a director, and being eligible, offers himself for election. The Board does not support, and has recommended that the shareholders do not vote in favour of, the election of Mr Craig Greenlees. The Board considers that Mr Greenlees has a significant conflict of interest in joining the Seeka Board, as he is a shareholder and executive director of DMS Progrowers Limited, which is a direct and active competitor of the Company. No other nominations have been received. SEEKA KIWIFRUIT INDUSTRIES LIMITED 3. Appointment and Remuneration of Auditors To record the re-appointment of PricewaterhouseCoopers as auditor of the Company, and to authorise the Directors to fix the remuneration of the auditor for the coming year. 4. General Business To consider any other matter that may be properly brought before the Annual Meeting. 2
VOTING AND PROXIES Agenda items 1, 2, and 3 require ordinary resolutions and must be passed by a simple majority of 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 Annual Meeting and vote. On a show of hands, each Shareholder has one vote, and on a poll, one vote for each share held. At the Annual Meeting a poll may be demanded either before or after a vote is taken on a resolution by: a. not less than 5 Shareholders having the right to vote at the meeting; or b. Shareholder or Shareholders representing not less than 10 percent of the total voting rights of all Shareholders having the right to vote at the meeting; or c. Shareholder or Shareholders holding shares that confer a right to vote at the meeting and on which the aggregate amount paid up is not less than 10% of the total amount paid up on all the shares that confer that right; or d. the chairperson, who may demand a poll on a resolution. The Chairman advises that he will call for a poll on the election of directors. Any Shareholder entitled to attend and vote at the Annual 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 Annual Meeting as your proxy. 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 Annual Meeting. If you wish to vote by proxy you must complete the form and send it to the Registered Office of Seeka (at the address set out in the proxy form) no later than 2.30pm on Sunday 22 April 2012. The appointment of a proxy or representative does not preclude a Shareholder from attending and voting at the Annual Meeting. INDEPENDENCE OF DIRECTORS FOR LISTING RULE PURPOSES Listing Rule 3.3.5 requires Seeka to specify in the Notice of Meeting the Board s view of whether or not a nominee would qualify as an Independent Director under the NZX Rules. In the Board s view: if Mr Stuart Burns is elected as a director, he would qualify as an Independent Director for the purposes of the NZX Listing Rules. if Mr John Burke is elected as a director and resigns from his Board position with Te Awanui Huka Pak Limited (which he has advised the Board he will do if elected), Mr Burke would qualify as an Independent Director for the purposes of the NZX Listing Rules. if Mr Craig Greenlees is elected as a director, he would not qualify as an Independent Director, due to his significant conflict of interest as noted earlier which could reasonably influence, in a material way, his decisions as a director of Seeka. By order of the Board S T McKinstry Secretary 20 March 2012 2012 ANNUAL SHAREHOLDERS MEETING 3
Board Recommendation At this year s annual shareholders meeting there are three candidates who have been nominated for election to Seeka s Board of Directors, and there are three Board seats that could be filled. In this regard, as many of you will know Jim Scotland who has chaired our Audit and Risk Committee is retiring. As such we have a need to bring on a new director with the skills required for that Committee. Prior to each annual shareholders meeting, the Board of Directors carefully considers the merits of each candidate, their suitability and whether or not their skills add balance to the Board. In considering candidates for director, the Board takes into account all factors it considers reasonable and appropriate, including, among other things, breadth of experience, understanding of business and financial issues, ability to exercise sound judgment, diversity, leadership, achievements, and experience in matters affecting business and industry. The Board considers the entirety of each candidate s credentials and believes that at a minimum each nominee should satisfy the following criteria: highest character and integrity, experience and understanding of strategy and policy-setting, sufficient time to devote to Board matters, and the absence of any conflict of interest. Having considered the credentials of each of the candidates the Board makes the following recommendation to shareholders. 1. The Board supports the re-election of Stuart Burns. Stuart is an existing director retiring by rotation, and offers himself for re-election. In the Board s view, Stuart meets the criteria above, and he has been a strong contributor to the Board including membership of the Audit and Risk Committee. The Board recommends that shareholders vote in favour of Stuart Burns. 2. The Board supports the election of John Burke. John is a leader in the kiwifruit industry, and has made particular contributions in respect of Psa-V to the industry and the Board is of the view that he meets all the criteria set out above. John brings particular industry and business skills that will be of value to Seeka. To eliminate any potential conflict of interest, and ensure his independence, John has advised that he will resign from his board position with Te Awanui Huka Pak if elected to the Seeka Board. The Board recommends that shareholders vote in favour of John Burke. 3. The Board does not support the election of Craig Greenlees. While Craig has many of the attributes sought for directors, and has deep industry experience, the Board considers that Craig has a significant conflict of interest in joining the Board. Craig is a shareholder and Executive Director of DMS Progrowers, which is a direct competitor of Seeka. Craig is very involved in that business, and the Board does not believe it appropriate to have any directors that are on a day-to-day basis competing with, and potentially acting against, Seeka s interests. The Board recommends that shareholders do not vote in favour of Craig Greenlees. SEEKA KIWIFRUIT INDUSTRIES LIMITED 4 There is no requirement that the eighth Board position be filled at this annual meeting. It is common for companies to retain vacant board positions and it is the Board s strong recommendation that shareholders leave a vacancy at this point. FUTURE APPOINTMENTS The Board takes seriously the task of ensuring that there is a full breadth of skills and experience among its members. A search programme has identified a number of candidates with extensive professional chartered accounting backgrounds. Should a position be kept available, as recommended by the Board to shareholders, it is intended to appoint one of these candidates to the Board prior to the next annual shareholders' meeting. The intention is that this new candidate will have the skills to, in due course, head up the Audit and Risk Committee.
Candidate Profile Stuart Burns BMS, FCA, CFIP, FCIS, M Inst D, ANZIM Stuart was appointed to the board of Seeka Kiwifruit Industries Limited in June 2008 and is a member of the audit committee. He is an independent member of the board and has no involvement with any kiwifruit market participant. Stuart is a Fellow of the Institute of Chartered Accountants and the Institute of Chartered Secretaries and Administrators, holds a degree in management studies and is a member of the Institute of Directors, Institute of Finance Professionals of New Zealand and the New Zealand Institute of Management. He has worked with major accountancy firms both in New Zealand and overseas prior to taking on his current role as chief executive of the Rotorua Energy Charitable Trust. He has had a significant role in the Trust investment portfolio; however, this role is now undertaken by the Trust investment manager. 2012 ANNUAL SHAREHOLDERS MEETING 5
Candidate Profile John Burke John is the former chief executive and a shareholder of Te Awanui Huka Pak, 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. John was directly involved in developing the kiwifruit industry supply structure and has an intimate knowledge of kiwifruit growing, processing and the supply chain. While at Huka Pak he established collaborative licences to export kiwifruit directly to Asia and North America. Huka Pak s kiwifruit business was sold to Seeka in 2009. In December 2010, John was appointed general manager of Kiwifruit Vine Health. He is currently a director of Te Awanui Huka Pak and is a kiwifruit grower. If elected to the board of Seeka, John will resign as a director of Te Awanui Huka Pak to ensure his independence. SEEKA KIWIFRUIT INDUSTRIES LIMITED 6
Candidate Profile Craig Greenlees Craig is a chartered accountant with extensive experience in finance, information systems, management accounting, accounting standards and operational management. Having been actively involved in kiwifruit growing and post harvest since 1983, Craig has developed his own successful business, is an executive director of DMS Progrowers and has been a significant shareholder in Seeka for many years. He is also a director of Zespri where he has served as chairman and presently chairs the audit committee. With significant corporate governance experience, Craig is a member of the Institute of Directors and presents at IoD training courses. Craig is concerned about the financial performance of Seeka, particularly in terms of returns to shareholders, and wishes to work with Seeka s board and management to achieve greater focus on its primary business of kiwifruit post harvest. 2012 ANNUAL SHAREHOLDERS MEETING 7
Location of Annual Meeting The Annual Meeting will be held at The Orchard MacLoughlin Drive, Te Puke Tuesday 24 April 2012 commencing at 2.30pm. PLEASE BRING YOUR ENCLOSED PROXY FORM TO THE ANNUAL SHAREHOLDERS MEETING AS THE BARCODE IS REQUIRED FOR REGISTRATION. FROM TAURANGA 2 NO 3 ROAD ATUAROA AVENUE FROM TE PUKE MACLOUGHLIN DRIVE THE ORCHARD 20 MACLOUGHLIN DRIVE CAMERON ROAD QUEEN STREET Seeka Kiwifruit Industries Limited 6 Queen Street, Te Puke 3119 PO Box 47, Te Puke 3153 info@seeka.co.nz www.seeka.co.nz