Seeka Limited, Annual Meeting 2026

31 March 2026

Seeka Limited (SEK)

Meeting Date: 2.30pm Wednesday 15 April 2026.

Venue: Seeka360, 34 Young Road, Te Puke.

You can also join the meeting online at this link.

Company Overview

Seeka grows, harvests and markets primarily kiwifruit, but also avocados and kiwiberry in New Zealand and a range of Nashi and European pears in Australia. It is the largest producer of kiwifruit in New Zealand and Australia. It operates 12 packing and cool storage facilities plus 3 service sites in New Zealand and 2 packhouses in Australia.

In March 2025 Mark Dewdney was appointed Chair replacing Fred Hutchings who retired at the 2024 ASM.

Current Strategy

To build a sustainable, world-class produce business.

Disclaimer

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Key

The following sections calculate an objective rating against criteria contained within NZSA policies.

Governance

NZSA assessment against its key policy criteria are summarised below.

Directors Fees:  Excellent disclosure. There is clear disclosure that Directors receive no equity-based remuneration or performance incentives. Whilst the Constitution allows for retirement benefits the Annual Report notes the Board has never proposed a Director retirement payment, and Seeka’s Constitution requires that any such proposal would first require shareholder approval.

Director Share Ownership:  Directors are encouraged but not required to own shares (in line with NZSA policy).

CEO Remuneration:  The company does not disclose its remuneration policy on its website, however the terms and conditions of the CEO remuneration are clearly set out in the Annual Report. The review of the CEO’s remuneration is undertaken by the Remuneration Committee with the remuneration package the responsibility of the Board.

Incentives: The CEO is paid a short-term incentive (STI) in cash.

NZSA encourages fulsome disclosure in relation to any incentive payments made to the CEO, including disclosure of measures (or measure ‘groups’), weightings, targets, and the level of achievement versus target for each component associated with any awards. This methodology is supported by the new NZX Remuneration Reporting Template.

The STI target is set at 50% of base salary with the opportunity to earn 100% of base salary. The measures, weightings, and level of achievement against each component are well-disclosed. The STI award for FY25 was 83% of base salary.

There is no long-term incentive scheme.

The company does not disclose the gender pay gap or the CEO remuneration/employee ratio.

Golden Parachutes: In the interests of transparency, NZSA believes there should be explicit disclosure around the severance terms and notice periods associated with the CEO, including whether specific termination payments are offered.

The termination conditions are not disclosed in the Annual Report.

Director Independence:  A majority of the Directors are independent.

Board Composition: The company discloses a thorough skills matrix that attributes skills to individual Directors. We also note evidence of Board members supporting cultural and social diversity that is likely to be directly relevant to Seeka’s business.

Director Tenure:  NZSA looks for evidence of ongoing succession or ‘staggered’ appointment dates that reduce the risks associated with effective knowledge transfer in the event of succession. We also prefer a term maximum of 9-12 years, unless there are exceptional circumstances that may apply.

Peter Cross has served since 2016. We would expect to see some indication of future succession and/or tenure plans. 

Other Directors were appointed between 2017 and 2023 indicating a good focus on succession planning.

ASM Format: Seeka Limited is holding a ‘hybrid’ meeting, (i.e., physical, and virtual), a format preferred by NZSA as a way of promoting shareholder engagement while maximising participation.

Independent Advice for the Board & Risk Management: NZSA looks for evidence, through disclosures, that a Board has access to appropriate internal and external expertise to support board assurance activities. 

The Annual Report states “As required, directors are able to seek independent advice to aid decision making and have access to the external auditors without management present.” The company also uses its assurance and compliance team to conduct internal audits overseen by the Audit and Risk Committee.

The Annual Report offers good disclosure of financial, non-financial risks and operational risks, climate risks, their mitigations, and the processes by which these are governed.

Audit

NZSA assessment against its key policy criteria are summarised below.

Audit Independence:  Good disclosure.

Audit Rotation:  The company ensures the Lead Audit Partner is rotated at 5 years as required by the NZX Listing Rules. It is not disclosed if the Audit Firm is rotated at 10 years. Grant Thornton was appointed Auditor in 2023 so the Lead Audit Partner would have been appointed at that time. We would encourage continued disclosure of Grant Thorntons appointment date and also the rotation date of the Lead Audit Partner.

Environmental Sustainability

Following the increase in the reporting threshold, Seeka is no longer required to produce formal climate disclosures. Despite this change, Seeka continues to provide a level of voluntary transparency regarding its climate performance within its annual reporting. We also note that the company intends to prepare a full climate statement (in line with XRB requirements) and release this onto its website in June.

In its annual report, the company discloses greenhouse gas emissions for Scope 1 and Scope 2 sources and provides information on broader supply-chain emissions. Emissions are reported with historical comparisons and include intensity measures relative to revenue, which allows investors to observe changes in emissions performance over time.

Seeka also outlines several operational initiatives aimed at reducing emissions, including the replacement of high-impact refrigerants in coolstores, installation of solar generation capacity, improvements in energy monitoring across key facilities, and the gradual transition of its vehicle fleet towards hybrid and electric vehicles. These initiatives indicate a continued effort to manage and reduce operational emissions even after climate reporting has become voluntary.

We look forward to the upcoming climate reporting to provide further insight on the strategic integration of climate considerations, including the climate-related risks and opportunities that influence corporate strategy, capital allocation, or long-term business resilience.

Ethical and Social

NZSA assessment against its key policy criteria are summarised below.

Whistleblowing:  Good disclosure.

Political Donations: The Annual Report includes a list of donations, which shows there are no political donations.

Financial & Performance

Seeka’s share price rose from $3.42 to $5.15 (as of 10^th March 2026) over the last 12 months – a 51% increase. This compares favourably with the NZX 50 which rose 7% in the same period. The capitalisation of SEK is $227m placing it 69^th out of 114 companies on the NZX by size and makes it a mid-sized company.

FY 25 continued the good progress seen last year and every single metric we follow improved. Revenue was up 7% to $439.6m and combined with a higher gross profit margin (29%), meant EBITDA rose substantially (26%) to $95.9m.

This enabled the company to report a positive NPAT of $31.9m. We note that the improvement on FY24 was flattered by last year’s one-off depreciation expense. Nonetheless, EPS was $0.726, and exceeds last year’s EPS even accounting for the one-off depreciation expense.

Cashflows were very positive at $79m and the highest seen in 6 years. The Debt Equity ratio sits at 1.03 which is well within the bounds of normal metrics and places the company in a solid financial position. During the year all short-term interest-bearing debt was retired.

SEK’s NTA rose slightly to $6.20 per share. Property plant and equipment dominate the balance sheet being valued at $413m, when total equity is $298m. The shares trade at a 17% discount to NTA. This is an improvement on last year when the discount was 39%. The market may be re-rating SEK on improved performance.

Due to the turnaround and positive forward sentiment, the company resumed the payment of dividends and fully imputed dividends of $0.50 were declared for the year.

An analysts briefing was released in conjunction with their financial results, but the company say it is too early to provide a reliable volume forecast and the next update will be at the Annual Shareholders meeting on the 15^th April 2026. 

Shares in SEK are widely held with the top shareholder, Tomlinson Group Investments Limited, having a 7.34% holding. This company also publishes the top 50 shareholders as opposed to the usual top 20. The top 50 shareholders hold a combined 58.03% of the company.

Resolutions

Hayden Cartwright was appointed to the Board 1 February 2023. He is the managing director of his family’s Bay of Plenty kiwifruit orchards and is Deputy Chair of the Seeka Growers Council. He holds a Bachelor of Engineering (BEng) and has been a Certified Practicing Project Manager (CPPM). Hayden’s 17-year engineering career in the oil and gas industry involved multiple leadership roles at New Zealand and Australian listed companies.

We will vote undirected proxies IN FAVOUR of this resolution.

Cecilia Tarrant was appointed to the Board 27 April 2017. She has more than 25-years’ experience in law and finance, having worked as a lawyer in Auckland and San Francisco before becoming an investment banker in New York and London. She is now a professional director. Cecilia is a director of Payments NZ and Chancellor of Waipapa Taumata Rau – The University of Auckland. She is also involved in start-up investing. 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 Ōtorohanga district. Her family have lived in the Waitomo area for more than 100 years.

We will vote undirected proxies IN FAVOUR of this resolution.

This is an administrative resolution.

We will vote undirected proxies IN FAVOUR of this resolution.

Proxies

You can vote online or appoint a proxy at https://nz.investorcentre.mpms.mufg.com/voting/SEK

Instructions are on the Proxy/voting paper sent to you.

Voting and proxy appointments close 2.30pm Monday 13 April 2026.

Please note you can appoint the Association as your proxy. We will have a representative attending the meeting.

The Team at NZSA