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Welcome to EastPack


Our vision world class, orchard to market 2 Our objectives

Operational excellence

Excellent customer service

Leading financial performance Sustainable future

10 reasons why you should pack with EastPack • 20 cent per tray reduction in packing costs • 20 cents cash rebate - effectively giving a green base packing charge of $1.11 per tray - the lowest in the industry • We deliver industry leading OGRs year in year out • 100% Grower owned – ALL profits returned to growers • Renowned for supporting our growers through good and bad • Investment in research and development to combat Psa • World class manufacturing processes, technology and commitment to quality • State of the art automated packing • A record 21.4 million trays packed in 2011 • Market share growth more than double that of the industry

To find out more about how EastPack can help you, give us an obligation free call… we’d love to talk, show you around our packhouses, compare your OGR, and/or discuss increasing your orchard’s productivity


A story of growth EastPack consistently delivers industry-leading orchard gate returns (OGR) and we’re making it even better by offering growers 20 cents per tray reduction in packing costs plus a 20 cent cash rebate in June 2012. There’s no capital call on the rebate, so that means more cash in your pocket. EastPack is 100 percent grower owned so our growers share in the company’s success. Our experienced and skilled staff at our sites in Te Puke, Edgecumbe and Opotiki put growers at the heart of everything they do. We’re proud to be the second biggest post harvest operator and the largest supplier of gold kiwifruit. In 2011, we packed a record 21.4 million class 1 trays, with high quality, low reject rate fruit supplied by our growers.

We’ve saved 20 per cent in costs in three years through our “Growing Excellence” LEAN manufacturing process and plant improvements, which have enabled us to give back to our growers and to invest in research and development to combat Psa.

Psa research and development EastPack, together with Seeka, has commissioned and funded scientific work to help find a longer term protectant for Psa V. A number of laboratory and field trials are underway. EastPack is also supporting growers and EastPack staff in various ways during this difficult time, with a number of grower meetings, technical sessions and events. Our relationship with our growers continues to be based on honesty, integrity and openness.

Percentage Increase in Class - Tray Submitted Volumes 2000 - 2011 235%

250 % 200 %

166%

150 %

108%

61%

61%

62%

2008

2009

2010

115%

79%

100 %

86%

50 % 0%

0% -50 %

117%

150%

156%

3% 0%

2000

2001

7%

13%

-7%

-2%

2002

2003

49% 25%

31%

27%

2004

2005

2006

2007

Accumulated Industry Accumulated EastPack EastPack’s market share (tray volume) has grown by 235% in the past 11 years – compared to the rest of the industry, which has grown by 86%. That means more and more growers are choosing to pack with EastPack and receive industry-leading OGR

2011

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Quality focus, service, cost and delivery Packhouse, grower and orchard management services

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Quality service and technical experience EastPack offers a wide variety of post harvest services to it growers including packing, cool storage, technical experitse, orchard development, orchard management and leasing. Leading technology and automation EastPack has packhouses in Edgecumbe, Opotiki and Te Puke, all with purpose-built side tipping fruit sizers and the latest packing technology, including stacking and strapping robots at the Te Puke site. Fruit packing Zespri™ Green and Zespri™ Gold are packed at all three EastPack sites. As the largest supplier of Zespri™ Gold, with 30 per cent market share, we are experienced in handling this fruit. In the 2011 season, 495 orchards (KPINs) from Tauranga, Coromandel, Katikati, Te Puke, Whakatane/ Edgecumbe, Opotiki, Waikato and the Hawke’s Bay provided 21.4 million trays of kiwifruit for export 12.8 million trays of Zespri™ Green and 8.6 million trays of Zespri™ Gold. EastPack recently handled 175,000 trays of organic green kiwifruit and is committed to providing an environment and service to its clients that incorporates all protocols and principles of BIO-GRO. Class II is packed at all three EastPack sites.

Picking and transport EastPack has long standing relationships with a number of experienced contract pickers and transport operators. These operators contract to growers and work with both the grower and EastPack to deliver high quality fruit to the packhouse. Technical expertise and practical know-how EastPack and EKO (EastPack Kiwifruit Operations) have an experienced, knowledgeable and technically focused team to assist growers in managing high performing orchards and delivering strong orchard gate returns. Along with access to up to date

scientific, research and trial information, EastPack’s focus is on translating technical information into practical and financially sustainable outcomes for growers.

Successful growers – pool of knowledge EastPack has a strong reputation for being a post harvest facility owned and run by a strong network of growers. Along with the support, assistance and experience provided by the EastPack team, growers also have access to a deep pool of knowledge and industry understanding. EastPack field days, workshops and technical seminars In order to introduce new research findings, technical concepts and to demonstrate new orchard practices, EastPack holds regular field days, workshops and seminars. These EastPack events are excellent opportunities for growers to discuss, learn and improve orchard performance. KiwiGreen monitoring EastPack has a highly competent KiwiGreen team who provide accurate information and recommendations. We believe in keeping our growers’ costs to a minimum and will tailor this service to meet grower requirements. EastPack maturity monitoring EastPack has approved laboratories on all sites. Pre-harvest maturity testing is carried out free for all EastPack growers and encompasses brix testing, dry matter, size, Gold flesh colour and reject rate analysis. The technical information collected by the laboratories is used by growers, harvest planners and inventory managers. An independent laboratory will collect and test your fruit for the final clearance. Kiwistart EastPack has significant experience in providing Zespri™ with both Green and Gold Kiwistart fruit. Based on experience, size and significant packing capacity, EastPack is able to identify, harvest and


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process a significant volume of Kiwistart fruit. EastPack fully supports the Kiwistart programme and all financial payments are passed on to the Kiwistart grower.

Honesty, integrity and openness Our relationship with our growers is based on honesty, integrity and openness. EastPack is focused on a transparent and up-front approach to keeping growers up-to-date. We communicate through regular grower meetings, monthly financial statements, monthly loadout reports, packout summaries, OGR forecasts, technical bulletins, EastPack and industry news, EastPack’s website, and regular structured visits with growers. EastPack staff pride themselves on being able to answer and provide solutions to grower inquires in the fastest possible time. We welcome input and feedback from our growers. EKO – Orchard management/leasing EKO (EastPack Kiwifruit Operations) is a separate business unit of EastPack Ltd and is focused on providing cost-effective orchard management and lease services. The degree of EKO input is flexible and can be tailored to specific requirements. In most circumstances the degree of EKO input is dictated by the amount of input the grower requires. For example, if a grower wanted to carry out maintenance and mowing, EKO could cover the vine management.

EKO – Orchard development EKO and EastPack have considerable experience in developing both Green and Gold orchards. We are available to assist anyone wishing to develop new plantings or upgrade existing orchards. EastPack Entity Trust The EET is a stand alone Trust and therefore protects grower funds. The EET receives all funds from Zespri and is responsible for Zespri™ Green, Zespri™ Gold and Zespri™ Organic payments. Growers are elected as “Advisory Trustees”. EET meetings are held approximately every two months, at which time the Advisory Trustees receive full financial reports and discuss, formulate and establish pool policy. A contract has been established between EET and EastPack outlining, in precise detail, the payment of services that EastPack carries out on behalf of EET and its growers (coolstorage, condition checking etc.) EastPack is only paid time service and base charges for trays that are shipped. This ensures a management focus on inventory management and storage. This focus enables the business to minimise fruit loss, capitalise on storage payments and maximise grower returns.


Grower Payments The following illustrates how EastPack Green growers are paid throughout the year. Submit Green $2.25 (paid within 14 days of packing) Guaranteed payment plan – July/August/September During the months of July, August and September EastPack pays its growers an average of $0.20 cents/tray/month (for trays packed). This guaranteed payment scheme is unique in the industry and was developed to help growers manage their cash flow and the costs of winter activities such as pruning and fertiliser application. The average payment of $0.20 cents/tray/month is profile adjusted for size and taste meaning that grower payments will vary either side of the $0.20 cent/tray average depending on the size and taste of their fruit.

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Hayward Grower Payments per Month - 2010 Season (combined pools) 5

4.28

4

3.56

3.70

4.69

4.38

4.55

0.10

0.17

0.14

Apr

May

June

3.94

3.12 2.61

3

2.31 1.66

2

1

1.24 0.71 0.52

0.53

0.42

0.65 0.30

0.19

0

Submit

June

July

Aug

Sep

Accumulated OGR Payments per Month

Oct

0.50

Nov

0.44

Dec

0.14

0.24

0.34

Jan

Feb

Mar


EET Hayward Pool 2010 Grower Actual – Orchard Gate Return (OGR) Zespri

EET Pool Average

Packed Trays

72,900,000

10,525,611

Average Size

33.5000

32.8549

Hectares

9,937

1408

Trays per Hectare

7,336

7,475

4.2700

4.3420

Submit & Progress Payments Fruit Incentives: Kiwistart

0.3400

0.2788

TM

1.4600

1.3589

Market Delivery Premium

0.0900

0.0810

1.8900

1.7187

Pack Type Differential

0.2200

0.2329

Time Payments

0.3100

0.4953

Storage Incentives

0.6300

0.5528

Subtotal Service Payments

1.1600

1.2810

Subtotal Incentive & Service Payments

3.0500

2.9997

Class 1 Return on Trays Supplied

7.3200

7.3417

Loyalty Premium

0.2500

0.2404

Class 1 Return on Trays Supplied incl Loyalty

7.5700

7.5821

Fruit Loss

-0.3200

-0.1345

Class 1 Return on Trays Packed

7.2500

7.4476

Average Class 2 per Class 1 Tray

0.1000

0.2358

Average Non Standard Supply per Class 1 Tray

0.0100

0.0084

Other Income (non dividend)

0.0100

Taste Zespri

Shoulder Pricing Subtotal Fruit Incentives Service Payments:

Rebate Forecast Total Return

0.3000 7.3700

7.9918

Packing & Transport

-1.7500

-1.7242

Pack Type Differential

-0.2200

-0.2329

Base Coolstorage

-0.7400

-0.7189

Time Costs

-0.3200

-0.4953

Port & Transport

-0.1300

-0.1139

Post Harvest Costs Deducted:

NZFF Levy & Admin Total Post Harvest & Service Costs

-0.0093 -3.1600

-3.2945

Net Orchard Gate Returns / Tray

4.2100

4.6973

Net Orchard Gate Returns / Hectare

30,674

35,112

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Grower Payments EastPack is the largest supplier of Gold kiwifruit, with 30 per cent market share. The following illustrates how EastPack Gold growers are paid throughout the year. Submit Gold $2.80 (paid within 14 days of packing) Guaranteed payment plan – July/August/September During the months of July, August and September EastPack pays its growers an average of $0.20 cents/tray/month (for trays packed). This guaranteed payment scheme is unique in the industry and was developed to help growers manage their cash flow and the costs of winter activities such as pruning and fertiliser application. The average payment of $0.20 cents/tray/month is profile adjusted for size and taste meaning that grower payments will vary either side of the $0.20 cent/tray average depending on the size and taste of their fruit.

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Gold Grower Payments per Month - 2010 Season (combined pools) 10 7.63

8

7.83

8.11

0.20

0.28

Jan

Feb

8.71

8.79

8.94

9.09

0.08

0.15

0.15

Apr

May

June

7.13 5.66

6.01

6 3.37

4 2.30

2

0.66

Submit

1.12

0.80 0.14

0

2.29

June

1.51 July

0.35

0.50

1.07 Aug

Accumulated OGR Payments per Month

Sep

Oct

Nov

Dec

0.60

Mar


EET Gold Pool 2010 Grower Actual – Orchard Gate Return (OGR) Zespri

EET Pool Average

Packed Trays

21,400,000

6,150,837

Average Size

33.1000

32.9260

Hectares

2,330

586

Trays per Hectare

9,185

10,498

6.1600

6.1556

Kiwistart

1.0500

1.1149

Taste ZespriTM

3.7100

3.2769

Market Delivery Premium

0.2200

0.2082

Submit & Progress Payments Fruit Incentives:

Shoulder Pricing Subtotal Fruit Incentives

0.0655 4.9800

4.6655

Pack Type Differential

0.8100

0.7805

Time Payments

0.2100

0.2995

Storage Incentives

0.4900

0.4031

Subtotal Service Payments

1.5100

1.4831

Subtotal Incentive & Service Payments

6.4900

6.1486

12.6500

12.3042

0.2500

0.2420

12.9000

12.5462

0.3100

-0.1632

Class 1 Return on Trays Packed

12.5900

12.3830

Average Class 2 per Class 1 Tray

0.1000

0.1684

Average Non Standard Supply per Class 1 Tray

0.2900

0.2947

Other Income (non dividend)

0.0100

Service Payments:

Class 1 Return on Trays Supplied Loyalty Premium Class 1 Return on Trays Supplied incl Loyalty Fruit Loss

Rebate Forecast Total Return

0.3000 12.9900

13.1461

Packing & Transport

-2.2300

-2.1389

Pack Type Differential

-0.7900

-0.7805

Base Coolstorage

-0.7500

-0.7261

Time Costs

-0.2100

-0.2995

Port & Transport

-0.1200

-0.1051

Post Harvest Costs Deducted:

NZFF Levy & Admin Total Post Harvest & Service Costs

-0.0043 -4.1000

-4.0544

Net Orchard Gate Returns / Tray

8.8900

9.0917

Net Orchard Gate Returns / Hectare

81,655

95,445

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Shares Transacting and Investor Shares EastPack has two types of shares: • Transactor Shares • Investor Shares

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Transactor Shares

Investor Shares

• Available to all growers

• EastPack has 24,000,000 Investor shares issued Dividends paid over the past few years have ranged from 13 cents to 15 cents (in 2011) gross per share • Investor shares can only be held by transactor shareholders and senior EastPack staff • In the current Psa environment it is impossible to predict future earnings for investor shares • Investor shares can be traded between EastPack shareholders

• Transacting shares have first call on profit • For 2012, all Transactor trays will receive 20 cents per tray rebate, payable no later than 20 June 2012* • For growers packing with EastPack for the first time in 2012, they will need to purchase 1,000 shares at $1.00 each prior to packing ($1,000) • There will be no share call on Transactor shares for the 2012 packing season Any further profit distribution will be decided by directors after 20 June 2012. *Subject to meeting budgeted tray volumes.

Grower owned, grower returns


Financial performance This shows the full distribution of profits by way of rebate and dividend.

EastPack’s financial performance Note – Prior to 2000, EastPack was a co-operative and all profits were distributed by rebate. The profit is now distributed by way of rebate and dividend as shown below.

Year

Green

Gold

Rebate

(average packing price)

(average packing price)

(cents/tray)

Gross Dividend/Share

1994

1.78

0.84

1995

1.60

0.60

1996

1.62

0.66

1997

1.58

0.85

1998

1.48

0.94

1999

1.43

0.81

2000

1.28

1.49

0.30

0.15

2001

1.31

1.61

0.30

0.13

2002

1.33

1.77

0.30

0.11

2003

1.36

1.81

0.30

0.14

2004

1.37

1.72

0.30

0.15

2005

1.34

1.74

0.30

0.15

2006

1.35

1.73

0.20

0.06

2007

1.46

1.89

0.20

0.06

2008

1.57

2.13

0.20

0.13

2009

1.67

2.21

0.20

0.13

2010

1.72

2.14

0.30

0.15

2011

1.62

2.08

0.30

0.15*

*estimated

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Directors EastPack is governed by six elected grower directors and two independent commercial directors. Ray Sharp

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Chairman

Ray Sharp has been involved as a shareholder and grower with EastPack since 1997 and has been Chairman since 2007. Ray is involved in governance, planning and the strategic direction of EastPack, and has significant interests in kiwifruit orchards in Opotiki and Tauranga and holds a number of directorships.

Grant Eynon Deputy Chairman

Grant has been involved in the kiwifruit industry for 20 years. He became an EastPack Director in 2000, after the sale of Zest Company. Grant is a former NZKGI forum member and Chairman. He was a Kelloggs Rural Leadership Scholar in 2000.

Michael Montgomery Michael has been involved in the kiwifruit industry as a grower and a post-harvest operator since 1981. He became an EastPack Director in 2000, after selling his post harvest operation, Zest Company. Together with business partner Grant Eynon, he operates a partnership which has orchards in the Bay of Plenty and Hawke’s Bay. Michael is a past member of NZKGI and completed the Kelloggs Rural Leadership Training Programme in 2002. Michael is Chairman of the ISG (Industry Supply Group). Adrian Gault Adrian has been a Director of EastPack since April 2009. He holds a Bachelor of Agricultural Science and is a Nuffield Scholar (2000). Adrian is a Director of Otara Land Co. which has 15 canopy hectares of kiwifruit, five canopy hectares of new plantings and 400ha sheep and beef. He has 23 years experience in agriculture and horticulture. Mark Hudson Mark and his wife Helen have a 50,000 tray crop and have developed a five hectare green orchard in the Whakatane area. Mark has a financial and accounting background and a Bachelor of Education.

Dr Mike Ashby Mike joined the EastPack board as an Independent Commercial Director in 2007. He is currently Director of The Breakthrough Company. Prior to that he was Chief Operating Officer at Southern Cross Healthcare, taking over at the height of the operational crisis in late 2001. Mike successfully led a turnaround which saw a loss of $42 million turned into a profit of $16 million in the June 2003 year and $30 million in June 2004. Mike has also worked for Cap Gemini (formerly Ernst & Young Consulting), leading the national Strategy and Transformation team, and worked with a number of large and small firms in agribusiness, insurance, government and financial services. Mike has a PhD in International Relations from Victoria University. Maurice Kidd Maurice has a finance and investment background with extensive senior management and governance experience in a wide range of sectors including finance, retail, health, business systems, infrastructure and export produce both in New Zealand and internationally. He is currently Chairman of Solution Dynamics Ltd, Monstar Vision Holdings Ltd, Molemap NZ Ltd and is a member of the Advisory Board for a substantial property fund. He spent eight years with Price Waterhouse in the UK and New Zealand, has a Bachelor of Commerce and is a member of the NZ Institute of Chartered Accountants and NZ Institute of Directors. Maurice was Commercial Director of the NZKMB in 1988 and 1989. Murray McBride Murray has been involved in the kiwifruit industry since 1979. He managed the McBride family post-harvest facility and in 1990 purchased his first orchard. Since then Murray has been heavily involved in developing new Gold orchard plantings and is renowned in the industry as a leader in this field. Murray is also a member of the Zespri Gold Development Group.


Leadership team Tony Hawken

Richard Fraser-Mackenzie

Chief Executive

General Manager Logistics & Supply

Tony has been with EastPack since its opening in 1983. He has a broad understanding of all facets of the kiwifruit industry, from the orchard to the marketplace. Tony has a Diploma in Horticulture and Horticultural Management. He welcomes and appreciates the opportunity to meet and discuss issues with growers.

Richard is responsible for the Order and Supply function at EastPack and is currently General Manager of Southlink (EastPack’s Supply Group). Richard has previously worked for Zespri in a commercial role for non-New Zealand supply. He originates from Zimbabwe where he was involved in a family farming business.

Jason Gibbs

John Hindmarsh

Chief Financial Officer

Special Projects Manager / IT Manager

Jason is a Chartered Accountant with experience in a variety of industries in New Zealand, USA and the UK. He has worked with a number of post harvest suppliers since 2007 and joined EastPack in 2011.

John has been with EastPack since 1991. He has previously worked for corporates including Carters and Fletcher Challenge. John is a Chartered Accountant and has a Bachelor in Business Studies.

Donna Smit

Nigel Martin

Company Administrator

Operations Manager

Donna is a Chartered Accountant and has worked with EastPack since the mid 1980s. She has held the position of Company Administrator since 1995. As well as working for EastPack, Donna and her family have extensive dairy farm interests in both the North and South Islands.

Nigel joined EastPack after returning home from spending several years working for a large manufacturing organisation in Texas. Nigel has a Bachelor of Engineering (Chemical & Materials) and experience in ensuring best practice manufacturing processes are rolled out across a multi-site operation.

Matt Hill General Manager – Grower Services and EKO Limited

Matt has broad commercial skills and experience focusing on Grower Services, general management, supply chain and marketing. Matt has previously worked for Fletcher Building and Mercury Energy. He has a Bachelor of Forestry Science and a Bachelor of Commerce from Canterbury University.

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Facilities Edgecumbe

Opotiki

Shelley Thompson

Kerry McCree

Site Manager – Edgecumbe

Site Manager – Opotiki

Shelley’s first involvement with EastPack began at the Edgecumbe site in 1988. After working in Wellington for several years with Tranz Rail and the Employers and Manufacturers Association Shelley rejoined EastPack in 2006 as Human Resource Manager. In 2008, Shelley became Edgecumbe Packhouse Manager. She has a Bachelor of Business Studies.

Kerry joined EastPack in 2007 and has 30 years experience in the food manufacturing and coolstorage industry. He has worked for AFFCO (Plant Manager at AFFCO Rangiuru, Te Puke) and Plant Manager at PPCS Takapau, in central Hawkes Bay. Kerry comes to EastPack with experience in the kiwifruit industry after managing coolstores at Bay of Plenty Fruitpackers now Satara.

packing 3.75m trays of Zespri™ Green 980,000 trays of Zespri™ Gold

packing 2.6m trays of Zespri™ Green 1.7m trays of Zespri™ Gold

coolstorage (on site) conventional - 2.0m trays – 7,800 pallets CA green - 850,000 trays – 12,140 bins

coolstorage (on site) conventional - 1.3m trays – 5,200 pallets CA - 1.1m trays – 16,000 bins

specs and info Utilises a modern six-lane Compac side tipping fruit sizer with 12 grading tables.

specs and info Utilises a modern six-lane Compac side tipping fruit sizer with 12 grading tables.

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• This site has full BIO-GRO certification.


Te Puke Janette Montgomery Site Manager – Te Puke

Janette is one of the industry’s more experienced post-harvest operators and has been involved in the kiwifruit industry since 1982. She has extensive experience in fruit quality management and has held a senior management role at EastPack since 1990.

Alan Davidson Packhouse Manager – Te Puke

Emigrating from Scotland three years ago, Alan started life with EastPack at the Edgecumbe site as a Line Manager. He then moved to the role of Production Manager at the Opotiki site and in 2010 was promoted to Packhouse Manager in Te Puke. Alan worked in the hospitality industry for Sheraton as a Fitness Manager and has a Degree in Sports Science.

packing 6.4m trays of Zespri™ Green 6.0m trays of Zespri™ Gold coolstorage (on site) conventional (on site) - 4.5m trays – 17,280 pallets CA (off site) - 1.95m trays – 28,800 bins coolstorage coolstorage (off site) 1.09m trays – 4,377 pallets specs and info • Site has three modern six-lane Compac side-tipping fruit sizers, one of which utilises fully automated stacking, strapping and carton handling.

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Investment statement

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This is an Investment Statement for the purposes of the Securities Act 1978 prepared as at 19 August 2003 for EastPack Limited (“EastPack�), a company incorporated under the Companies Act 1993 and the Co-operative Companies Act 1996. The purpose of this Investment Statement is to provide certain key information that is likely to assist a prudent but non-expert person to decide whether or not to acquire Transactor Shares in EastPack and to bring to the attention of prospective investors the fact that other important information about the Transactor Shares in EastPack is available in other documents. This Investment Statement accompanies a Prospectus dated 19 August 2003, registered under the Securities Act 1978. The Prospectus contains further details of the offer to which this Investment Statement relates. Every applicant for Transactor Shares in EastPack who does not receive a copy of this Investment Statement prior to applying for the shares may, within 10 working days of the date on which the Investment Statement is sent to it, withdraw its application by written notice to EastPack.

Important information (The information in this section is required under the Securities Act 1978) Investment decisions are very important. They often have long-term consequences. Read all documents carefully. Ask questions. Seek advice before committing yourself.

Choosing an investment When deciding whether to invest, consider carefully the answers to the following questions that can be found on the pages noted below: Page Choosing an investment advisor 17 What sort of investment is this? 17 How much do I pay? 17 What are the charges? 17 What returns will I get? 17 What are my risks? 19 Can the investment be altered? 19 How do I cash in my investment? 20 Who do I contact with enquiries about my investment? 20 Is there anyone to whom I can complain if I have problems with the investment? 20 What other information can I obtain about this investment? 20 In addition to the information in this Investment Statement, important information can be found in the current registered prospectus for this investment. You are entitled to a copy of that prospectus on request.


Choosing an investment adviser You have the right to request from any investment adviser a written disclosure statement stating his or her experience and qualifications to give advice. That document will tell you: Whether the adviser gives advice only about particular types of investments. Whether the advice is limited to the investments offered by one or more particular financial organisations. Whether the adviser will receive a commission or other benefit from advising you. You are strongly encouraged to request that statement. An investment adviser commits an offence if he or she does not provide you with a written disclosure statement within five working days of your request. You must make the request at the time the advice is given or within one month of receiving the advice. In addition:

If an investment adviser has any conviction for dishonesty or has been adjudged bankrupt, he or she must tell you this in writing. If an investment adviser receives any money or assets on your behalf, he or she must tell you in writing the methods employed for this purpose. Tell the adviser what the purpose of your investment is. This is important because different investments are suitable for different purposes.

What sort of investment is this? The securities being offered are Transactor Shares in EastPack. Transactor Shares are nominal value shares issued under the Co-operative Companies Act 1996. At the date of preparation of this Investment Statement, the nominal value of the Transactor Shares is $1.00. Transactor Shares give the holder the right to participate in any annual rebate declared by the Directors. Subject to the Cooperative Companies Act and the Constitution of EastPack, they can be surrendered at their nominal value. The Transactor shares rank ahead of Investor Shares on distribution of a surplus on liquidation of EastPack, as to repayment of the $1.00 nominal value. Transactor Shares are issued to parties who transact with EastPack and are paid for in cash or from cash

rebates otherwise payable to the Shareholder by EastPack. The total number of Transactor Shares on issue at any time carry 60% of the voting power of all shares on issue, notwithstanding the number of shares in any particular class at any one time. Transactor Shares are not freely tradable as they may only be held by other Transacting Shareholders. Transactor Shares are not entitled to dividends. The nominal value may be altered by an alteration to EastPack’s constitution. There is no maximum number or amount of shares offered. The offeror of the shares is EastPack, which has its registered office at 678 Eastbank Road, (PO Box 45) Edgecumbe. There are no promoters of the offer. EastPack carries on business as a fruit packing co-operative. Most of the fruit is kiwifruit and the company also operates leased kiwifruit orchards. EastPack has been carrying on these activities since it was originally formed in 1980 under the name Rangitaiki Plains Fruitpackers Limited.

How much do I pay? The nominal value of each Transactor Share is $1.00, which is the amount that must be paid by a subscriber. Payment for the shares is to be made to EastPack at its registered office at 678 Eastbank Road, Edgecumbe, or to PO Box 45, Edgecumbe. Details of how to apply can be found on the application form distributed with this Investment Statement.

What are the charges? There are no charges, commission or brokerage payable by the subscriber to the Company, or to anyone associated with the Company, in respect of the offer.

What returns will I get? The returns on Transactor Shares are traditionally paid by way of rebate. The amount of any rebate is determined by the Board, and is traditionally calculated on the number of trays of Class 1 Kiwifruit packed by the Transactor Shareholder with EastPack. The value of Transactor Shares is fixed at $1.00 by the Constitution of EastPack. The value of Transactor Shares may decline if the value of the Company’s assets is reduced to a level at which the Transactor

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Shares would not be paid in full on a liquidation. The nominal value of Transactor Shares can also be altered by special resolution of EastPack. Further information is set out below under the heading “What are my Risks?” The amount of any rebates will be determined by the success of the business operations of EastPack and no promises or guarantees are made as to those returns. EastPack can give no assurance about the level of future rebates, if any, or the level of imputation credits which might be attached to them. These levels will depend on a number of factors, including the solvency of EastPack, requirements for capital and operating conditions, as well as those factors discussed in this Investment Statement under the heading “What are my Risks?” below. EastPack is legally liable to pay any rebates if and when declared. EastPack does not guarantee the return of capital or the amount of returns (if any) in relation to an investment arising from this offer. Taxes may affect the return to you. In particular, rebates will be subject to tax. These comments in relation to tax are of a general nature only, and do not constitute legal or financial advice. If you are considering the purchase of shares in the offer you should consult your own financial or tax advisors concerning the tax consequences of owning shares, in light of your particular situation.

What are my risks? Your principal risk is that of being unable to recoup your original investment. This could happen for a number of reasons, including:

• The principal business activity of EastPack is packing and coolstoring New Zealand kiwifruit on an annual basis. It follows, therefore, that the factors and risks outlined below may have a material impact on the Company’s annual financial performance, and on the risk to your investment: • The risk of frost, hail, disease and other climatic influences which result in reduced crop volume; • The level of success or otherwise of Zespri™ Group Limited in the export marketing of New Zealand kiwifruit; • The returns received from the international market for kiwifruit, which are affected by foreign exchange rates – any movement in the New Zealand dollar may affect kiwifruit prices and therefore the Company’s profits; • The price of packaging material; • The price of labour, particularly packhouse labour; the volume of fruit supplied by Growers in any one season; • International pricing and consumption trends for fresh fruit; • Any change to the current legislation governing the marketing of New Zealand kiwifruit. • You will not be liable to pay any money to any person as a result of the insolvency of the Company, provided your Transactor Shares are fully paid up. If your shares are not fully paid up, you may be required to pay up the balance outstanding. All creditors of EastPack will rank ahead of shareholder claims if the Company is liquidated. After all such creditors have been paid, the remaining assets will be available for distribution amongst the shareholders. The Transactor Shareholders are first paid the nominal value of their shares, with the other shareholders being paid after that.

• If EastPack’s operational and financial performance is worse than expected, the underlying value of the Company could be reduced. In relation to Transactor Shares, it is possible that in future the nominal value could be reduced by amendment to the constitution of EastPack by special resolution of the shareholders. Can the investment be altered? • You are unable to surrender your Transactor Shares because the Company is in financial difficulties. • EastPack is placed in receivership or liquidation. If this occurs you may receive nothing, or less than your original investment. • You may not receive any return on your investment.

Rights attaching to the Transactor Shares are governed by EastPack’s Constitution. That Constitution may only be altered by special resolution of shareholders, subject to the rights of interest groups under the Companies Act 1993, or in certain circumstances by court order. Section 117 of the Companies Act 1993 restricts a company from taking any action that affects the rights

19


attached to its shares unless that action has been approved by a special resolution of the shareholders whose rights are affected by the action. Under certain circumstances a shareholder whose rights are affected by a special resolution may require EastPack to purchase its shares.

20

At the date of preparation of this Investment Statement, the nominal value of Transactor Shares is $1.00. That value is fixed by the Constitution, and can accordingly be amended by Special Resolution of the shareholders of the Company. It is therefore possible that if further Transactor Shares are required at a later date, the issue price of those new Transactor Shares may be more or less than $1.00. The issue price of Transactor Shares cannot be changed after those Shares have been allotted to you.

How do I cash in my investment? Transactor Shares are nominal value shares under the Co-operative Companies Act 1996. That Act contains provisions giving both EastPack and the shareholder certain rights to require or agree upon the surrender of nominal value shares. The Constitution of EastPack also provides for the surrender of nominal value shares in certain circumstances. Transactor Shares can also be sold, but the Constitution of EastPack provides that they can be sold only between existing Transactor Shareholders or with the approval of the Board to a third party otherwise eligible to be a Transactor Shareholder. In the opinion of the Company, the market for such sales is limited.

Who do I contact with enquiries about my investment? Enquiries about shares should be made to: Donna Smit Company Administrator EastPack Limited 678 Eastbank Road PO Box 45, Edgecumbe Email: Donna.Smit@eastpack.co.nz Phone: 07-304 8226 Fax: 07-304 8262

Is there anyone to whom I can complain if I have problems with the investment? If you have problems with the investment complaints should be directed to Donna Smit, at the address

and phone/fax numbers set out in the preceding paragraph. There is no Ombudsman to whom complaints about the shares can be made.

What other information can I obtain about this investment? Other information about the Transactor Shares and about EastPack is contained in a Prospectus dated August 2003. A copy of the Prospectus and other documents of or relating to EastPack, including its financial statements, may be inspected free of charge at the offices of EastPack during normal business hours. The Prospectus and the Financial Statements have also been lodged at the Companies Office and are available for public inspection upon payment of a fee. The Prospectus can be viewed on the Companies Office website at www.companies.govt.nz. Where the Prospectus is not available on the website, a request for the document can be made by contacting Searchlink at www.searchlink.co.nz. Each shareholder will be sent a notice of general meetings of EastPack and all notices, accounts and other documents required to be sent to shareholders under the Constitution of EastPack or the Companies Act 1993, including the annual report. Shareholders of EastPack may also request, at any time, free of charge: • A copy of EastPack’s most recent Annual Report and Financial Statements, together with all documents that are required to be registered with those financial statements under the Financial Reporting Act 1993; • A copy of the most recent Prospectus relating to shares in EastPack; • A copy of the most recent Investment Statement relating to shares in EastPack. • Shareholders in EastPack are also entitled to inspect and, subject to certain restrictions and payment of the Company’s reasonable costs, to take copies of the following: • The Certificate of Incorporation of EastPack; • The Constitution of EastPack; • The Share Register; • The full names and residential addresses of the Directors;


• The registered office and the address for service of EastPack; • Minutes of all meetings and resolutions of shareholders; • Copies of written communications to shareholders during the preceding ten years, including Annual Reports, Financial Statements and Group Financial Statements; • Certificates given by Directors under the Companies Act 1993; • A comparison of the actual results of EastPack against the forecasts in the Prospectus; • The Interests Register of EastPack. • Such a request should be made in writing to: Donna Smit Company Administrator EastPack Limited 678 Eastbank Road PO Box 45, Edgecumbe Email: Donna.Smit@eastpack.co.nz Phone: 07-304 8226 Fax: 07-304 8262

Glossary of Terms The terms and phrases described in this Glossary apply to the attached Investment Statement. Any term which is not defined in this Glossary, but which is defined in the Securities Act 1978 or Securities Regulations 1983, which is used in the attached documents, carries the meaning given to it by that Act or those Regulations as the case may be. “Board” means the Board of Directors of EastPack. “Business Day” means any day on which trading banks are open in Auckland, but excluding Saturdays, Sundays and public holidays. “Company” and “EastPack” means EastPack Limited and includes the EastPack Limited group, as the context may require. “Directors” means the directors for the time being of EastPack. “Transactor Shares” means the class of shares provided for in the Constitution of EastPack and described in that Constitution as Transactor Shares.

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Contact details Edgecumbe

Te Puke

Phone 0800-722 554 Fax 07-304 8262

Phone 07-573 9309 Fax 07-573 9310

Grower Services (Hawkes Bay) 027-286 4797

Tony Hawken

Matt Hill

Chief Executive 027-497 1796

General Manager – Grower Services/EKO 027-489 5088

Opotiki Site

Tony Hooper Manager – Grower Services/EKO (Edgecumbe) 027-292 4639

Jacki McCormack Grower Services (Edgecumbe/Te Puke) 027-346 8942

Grant Allen Grower Services (Edgecumbe/Te Puke) 027-203 4456

Paul Manson EKO Orchard Manager (Edgecumbe) 027-677 4502

David Stephenson Manager – Grower Services/EKO (Te Puke) 027-258 9820

Adam Franklin

Alan Kale

Phone 07-315 5226 Fax 07-315 5224

Ross Steele Manager – Grower Services/EKO (Opotiki) 027-479 4224

Daile McDonald

Grower Services (Western Bay/Te Puke) 027-698 1264

Grower Services/EKO Orchard Manager (Opotiki/East Coast) 027-453 2752

Tim Torr

Nicky Edwards

Technical Transfer Manager 027-205 7520

Anthony Pangborn Technical Manager – Pre-harvest and Grower Information 027-245 7295

Glen Carter Grower Services (Te Puke) 027-274 9790

Bryan Leach Grower Services (Te Puke) 027-573 8346

Peter Savory Grower Services (Te Puke) 027-742 6778

Grower Services/EKO Orchard Manager (Opotiki) 027-234 2513

Contact us or visit our website www.eastpack.co.nz

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Application for shareholding The Directors EastPack Limited P O Box 45 Edgecumbe Date: Dear Sirs I/We hereby apply for shareholding in EastPack Limited, and agree to purchase prior to packing 1,000 shares, being the nominal amount of shares. I/We understand my/our shareholding requirement will be reviewed annually in accordance with current policy and the terms and conditions of the Company’s Constitution. I/We acknowledge that we have received a copy of the Investment Statement of EastPack Ltd. I/We request that shares are issued in the name of, as follows:

Shareholder Name in full: Trading Name: First Name/s: Postal Address: Orchard Address: Grower Services Representative: KPIN Number:

Phone: Fax:

GREEN Area:

(Canopy Ha)

Email:

GOLD Area:

(Canopy Ha)

Mobile:

Structure:

(TBar/Pergola)

Signature of applicant(s) Date: Date:


New grower checklist Grower Kpin

Green Ha

Gold Ha

Orchard name Orchard address Postal address Phone

Fax

Mobile

Email

Contact person

Phone

Orchard management Client Services Representative Neighbour contact details (for spray notification) Preference for receiving packhouse reports – circle one Email

Orchard map

Zespri supply agreement

GlobalGAP No

Expiry date

Orchard gate sign

Application for shareholding

Orchard history Production, pest monitoring, fertiliser records

Fax

Post


New grower checklist Grower: KPIN:

Green Ha:

Gold Ha:

Orchard Name: Orchard Address: Postal Address: Phone:

Fax:

Mobile:

Email:

Contact Person:

Phone:

Orchard Management: Client Services Representative: Neighbour Contact Details (for spray notification): Preference for receiving packhouse reports – circle one: Email

CHECKLIST

Orchard Map

Zespri Supply Agreement

GlobalGAP No:

Expiry date:

Orchard Gate Sign

Application for Shareholding

Orchard History Production, pest monitoring, fertiliser records

Fax

Post

Welcome to EastPack 2011  

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