proposed merger information pack

information pack for proposed merger 4 february 2013

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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 InvestmentWhen deciding whether to invest, consider carefully the answers to the following questions that can be found on the pages noted below:

What sort of investment is this? Page 39

Who is involved in providing it for me? Page 41

How much do I pay? Page 41

What are the charges? Page 42

What returns will I get? Page 42

What are my risks? Page 43

Can the investment be altered? Page 45

How do I cash in my investment? Page 46

Who do I contact with enquiries about my investment? Page 46

Is there anyone to whom I can complain if I have problems with the investment? Page 46

What other information can I obtain about this investment? Page 47

In addition to the information in this document, important information can be found in the current registered prospectus for the investment. You are entitled to a copy of that prospectus on request.

The Financial Markets Authority regulates conduct in financial markets

The Financial Markets Authority regulates conduct in New Zealand’s financial markets. The Financial Markets Authority’s main objective is to promote and facilitate the development of fair, efficient, and transparent financial markets.For more information about investing, go to http://www.fma.govt.nz.

Important NoticeThis Information Pack includes an amalgamation proposal, prepared for the purposes of Part XIII of the Companies Act 1993, and an investment statement prepared for the purposes of the Securities Act 1978, the Securities Act (Co-operative Companies) Exemption Notice 2011 and the Securities Regulations 2009. It is prepared as at and dated, 5 February 2013. This Information Pack describes the proposed amalgamation of Satara and a wholly-owned subsidiary of EastPack, EastPack Satara Limited, and the terms of the offer of new fully paid EastPack Transactor shares in connection with that Amalgamation, and the terms of a further offer of EastPack Investor shares to the Satara Transactor shareholders as a term of the Amalgamation. It also describes the risks associated with this investment.The purpose of this Information Pack is to provide information that is likely to assist a prudent but non-expert person to decide whether or not to vote in favour of the Amalgamation (one consequence of which is that Satara Transactor shareholders will receive EastPack Transactor shares) and whether or not to take up the Investor Share Offer. You should read all of this Information Pack and the accompanying documentation before deciding whether or not to vote for the Amalgamation and/or subscribe for EastPack Investor shares. If you are in any doubt as to how to deal with this Information Pack, please consult with your financial or legal adviser.

EastPack Transactor shares and EastPack Investor shares are not being offered to any person other than Satara Transactor shareholders. If you are no longer a shareholder in EastPack or Satara please return this document to the relevant Company in which you were formerly a shareholder. If you have transferred your Investor shares in either Company to another person you should pass this Information Pack and the accompanying documentation to the purchaser of those shares or the agent through whom the sale was made.No person is authorised to give any information or to make any representation in connection with the Amalgamation, which is not contained in this Information Pack. Any information or representation not so contained may not be relied upon as having been authorised by Satara or EastPack.No person named in this Information Pack, nor any other person, guarantees the EastPack shares allotted as part of the Amalgamation or the associated EastPack Investor Share Offer. Defined terms used in the Information Pack have the meaning given to them in the Glossary in Appendix 4. Neither EastPack Investor shares nor EastPack Transactor shares being offered by EastPack will be listed on the NZAX.

Overseas ShareholdersThis Information Pack is intended for use only in connection with the offer of EastPack shares in New Zealand. It is not to be sent or given to any person outside New Zealand in circumstances in which the offer of EastPack shares or distribution or use of this Information Pack would be unlawful.

Forward Looking StatementsThis Information Pack contains certain statements that relate to the future. Such statements are not a guarantee of future performance and involve known and unknown risks, uncertainties and assumptions, many of which are beyond the control of EastPack and Satara, and which may cause actual results, performance or achievements of EastPack Group to differ materially from those expressed or implied by such statements.All statements, other than statements of historical facts, included in this Information Pack that address activities, events or developments that EastPack and Satara expect or anticipate will or may occur in the future are forward looking statements. When used in this Information Pack, the words “estimate”, “project”, “anticipate”, “expect”, “intend”, “believe” and similar expressions are intended to identify forward looking statements.Forward looking statements are based on assumptions and analysis made by EastPack and Satara in light of their experience and perception of historical trends, current conditions and expected future developments as well as other factors they believe are relevant. However, whether actual future results and developments will conform to their expectations and predictions are subject to considerations discussed in this Information Pack, particularly the risks set out in the Investment Statement set out in Appendix 1 of this Information Pack, as well as other factors, many of which are beyond the control of the EastPack Group and Satara.All of the forward looking statements made in this Information Pack are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by EastPack and Satara will be realised or, even if substantially realised, that they will have the expected consequences or effects on Satara or the EastPack Group or its businesses or operations.

RoundingNumbers and percentages displayed in this Information Pack have in some cases been rounded.

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contentsIMPORTANT INFORMATION ...............................................................2

Choosing an Investment ...................................................................2

The Financial Markets Authority regulates conduct in financial markets ............................................................................................2

Important Notice ..............................................................................2

Overseas Shareholders .....................................................................2

Forward Looking Statements ...........................................................2

Rounding ..........................................................................................2

KEY INFORMATION ...............................................................................4

Merger Terms ...................................................................................4

Key Merger Benefits .........................................................................4

Main Risks of the Merger / Enlarged Group .....................................5

IMPORTANT DATES ...............................................................................6

HOW TO APPROVE THE MERGER AND ACCEPT THE INVESTOR SHARE OFFER ................................................................................................... 7

Satara Shareholders .........................................................................7

EastPack Shareholders .....................................................................7

Details of the Special Meetings ........................................................7

Missing Documents ..........................................................................7

HIGHLIGHTS / KEY TERMS ....................................................................8

Merits of the Merger .......................................................................8

Merger Terms ...................................................................................9

Rationale ..........................................................................................9

Arrangements with Growers ...........................................................9

Investor Share Offer .......................................................................10

Key Risks .........................................................................................10

Merger Approvals Required ...........................................................11

Directors’ Recommendation ..........................................................11

Implications if the Merger does not proceed .................................11

Other Information ..........................................................................12

DETAILS OF THE ENLARGED GROUP, THE MERGER AND THE INVESTOR SHARE OFFER ......................................................................................14

Enlarged Business overview ...........................................................14

Rationale for the Merger ................................................................14

Business strategy ...........................................................................17

Board of Directors ..........................................................................17

Executive Team ...............................................................................20

Arrangements with Growers .........................................................22

Rebates...........................................................................................21

Dividend policy ...............................................................................22

Proposed Merger Terms .................................................................23

Investor Share Offer .......................................................................23

Conditions to the Merger Becoming Effective ................................24

Satara Shareholder Approvals ........................................................24

EastPack Shareholder Approvals ....................................................25

OPERATIONAL SYNERGIES AND COST SAVINGS ..................................26

Consolidation of packhouses and coolstore facilities .....................26

Growing Excellence efficiencies introduced to Satara sites ...........26

Administrative Overhead, Service Cost and Scale Synergies .........27

Additional Annual Costs .................................................................27

One-off costs .................................................................................27

Future Impairment Charges on Property, Plant & Equipment .......27

Actual Results May Vary to Forecasts .............................................27

Synergy Calculations not disclosed as NZ GAAP .............................27

Assumptions underpinning the Synergies ......................................28

PROFILE OF EASTPACK ........................................................................29

Business Overview .........................................................................29

EastPack Key Operational and Financial Indicators ........................32

Potential Revaluation Not Reflected in 2012 Special Purpose Unaudited Financial Statements ....................................................33

Dividend in respect of FY2012 to be paid ......................................33

PROFILE OF SATARA ............................................................................34

Satara Key Operational and Financial Indicators ............................37

Amendment of Coolstore Plant Carrying Values ...........................38

Valuation of Land and Buildings ....................................................38

No FY2012 dividend .......................................................................38

APPENDIX 1

Investment Statement Information And Exemption Notice Directors’ Certificate .......................................................................................39

Important Information ..................................................................39

Choosing An Investment ................................................................39

The Financial Markets Authority Regulates Conduct In Financial Markets ..........................................................................................39

Notice Required By Securities Act (Co-Operative Companies) Exemption Notice 2011 ..................................................................39

Eastpack Limited - Directors’ Certificate ........................................48

APPENDIX 2

Material Interests of Directors .......................................................50

APPENDIX 3

Summary Of Eastpack Constitution And Share Rights ....................51

APPENDIX 4

Glossary ..........................................................................................55

APPENDIX 5

Directory ........................................................................................58

APPENDIX 6

Amalgamation Proposal .................................................................59

APPENDIX 7

Directors’ Certificates Relating To The Amalgamation ...................61

Eastpack Satara Limited - Director’s Certificate .............................61

Satara Co-Operative Group Limited - Director’s Certificate ...........62

APPENDIX 8

Minority Buy-Out Rights .................................................................63

APPENDIX 9

Eastpack Special Purpose Unaudited Financial Statements For The Year Ended 31 December 2012 ......................................................64

APPENDIX 10

Satara Special Purpose Unaudited Financial Statements For The Twelve Months Ended 31 December 2012 ....................................82

APPENDIX 11

Examples Of Satara Shareholder Entitlements and Voting Rights ..93

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Merger TermsAmalgamation

• Satara will amalgamate with a wholly-owned subsidiary of EastPack called EastPack Satara Limited.

• Satara Transactor shares will convert to EastPack Transactor shares on a dollar-for-dollar basis. i.e. one fully paid EastPack Transactor share for each dollar paid up on Satara Transactor shares held.

• Satara Investor shares held or controlled by growers will convert to EastPack Investor shares on a one for one basis, provided that no Satara Transactor shareholder may hold more than four EastPack Investor shares for each Class 1 tray they supplied during the 2010, 2011 or 2012 growing season (whichever is the highest) (EastPack Investor Share Threshold).

• Satara Investor shares held by non-growers and Satara Investor shares which cannot convert to EastPack Investor shares because of the EastPack Investor Share Threshold will be cancelled in exchange for cash consideration totalling $0.60 per share ($0.56 payable by EastPack within five Business Days of the Amalgamation Date and $0.04 payable by EastPack or the Amalgamated Company on 30 June 2014).

Investor Share Dividend

• Holders of Satara Investor shares will receive a special dividend of $0.05 per share (fully imputed), which is only to be paid if the parties proceed with the Merger.

Investor Share Offer

• The Investor Share Offer is intended to allow other Satara growers (as a group) the opportunity to acquire the equivalent number of EastPack Investor shares that would otherwise have been allotted to Satara growers that are holders of Satara Investor shares but for EastPack’s Investor Share Threshold, at a cash price of $0.65. The precise number will be determined as at the Amalgamation Date, but is estimated that approximately 500,000 EastPack Investor shares will be offered to Satara Transactor shareholders under the Investor Share Offer.

Timing

• Trading of Satara Investor shares on the NZAX will cease upon the Amalgamation becoming unconditional, expected to be on or about Friday 8 March 2013.

• The Amalgamation is expected to be effective from Friday 15 March 2013.

The key terms of the Merger are set out on pages 8 to 12.

Key Merger Benefits• Creates the single largest, grower owned kiwifruit packing and coolstorage operation in New Zealand, handling

an estimated 27-30% of New Zealand kiwifruit volumes.

• Ensures low packing prices remain sustainable for the benefit of shareholders of the Enlarged Group.

• Underpins EastPack’s ability to continue to pay dividends to its Investor shareholders and Satara’s shareholders who become EastPack Investor shareholders.

• Synergy savings and improved facility utilisation, increasing the potential to improve the profitability of the Enlarged Group beyond that achievable if the Companies continue to operate separately.

• An ability to pack through the most efficient sites and defer capital expenditure.

• Retains valuable surplus assets for future upgrading enabling the Enlarged Group to efficiently process growth in volumes with relatively low capital expenditure.

keY information

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• Operational synergies and cost savings - expected to be $3.5 to $4.3 million per annum from FY2014 ($0.13 to $0.16 cents per Class 1 tray) with $2.7 to 3.3 million expected in 2013. 1

• Enhanced ability to negotiate more favourable terms for services.

• Access to the best people across both organisations and the industry.

• Better standing to work collaboratively with ZESPRI to reduce costs, improve quality and add value in the supply chain from orchard to market.

Main Risks of the Merger / Enlarged Group• Psa has had, and will continue to have, a significant impact on volumes and it is very difficult to predict the

scale of its ongoing effects. Industry fruit volumes have reduced from a high of 113 million trays in 2011 to 98 million trays in 2012. Based on industry volume assessments provided by ZESPRI, volumes are expected to continue to decrease in 2013, and for two years thereafter. Also, based on ZESPRI’s predictions, volumes are not predicted to increase back to 2011 levels until the year 2018. All participants in the kiwifruit industry from growers to ZESPRI and post-harvest operators (the sector that EastPack and Satara trade in) are expecting profits to reduce over these years. There are, however, many unknowns associated with Psa and the impact on crop volumes could be worse than currently anticipated.

• The earnings of the Enlarged Group are dependent upon the prices it charges its growers for packing and coolstorage and the volume, quality and size of fruit supplied by growers in any one season. This can be affected by matters such as market competition between packhouses and reduced crop volumes (arising, for instance, from Psa and adverse climate, disease, pests and environmental factors).

• The earnings of the Enlarged Group could be adversely affected by increases in costs of production including the price of packaging materials, electricity and labour (particularly packhouse labour).

• As with any merger, the expected Merger benefits may not meet expectations.

Attention is drawn to the Investment Statement set out in Appendix 1 of this Information Pack which contains key information concerning the issue of securities pursuant to the Merger including a more comprehensive set of risks that the Enlarged Group faces. You should carefully consider the Investment Statement.

1 This statement of estimated costs savings and one-off costs for achieving them relate to future actions and circumstances which, by their nature, involve risks, uncertainties and other factors. Because of this, the cost savings referred to may not be achieved, or those achieved could be materially different from those estimated. This statement should not be interpreted to mean that earnings per share in the financial year following the Merger, or in any subsequent period, will necessarily be greater than those for the relevant preceding financial period.

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important dates

Information Pack posted to EastPack and Satara shareholders Thursday, 7 February 2013

Proxies close for EastPack Special Meeting of shareholders Wednesday, 20 February 2013, 10am

Proxies close for Satara Special Meeting of shareholders Wednesday, 20 February 2013, 2pm

EastPack Special Meeting of shareholders Friday, 22 February 2013, 10am

Satara Special Meeting of shareholders Friday, 22 February 2013, 2pm

Last day for exercise of minority buy-out rights Friday, 8 March 2013

Amalgamation becomes unconditional Friday, 8 March 2013

Last day for on-market trading of Satara Investor Shares Friday, 8 March 2013

Trading Halt on Satara Investor Shares Monday, 11 March 2013

Record Date for Satara Special Dividend Thursday, 14 March 2013, 5pm

Payment date for Special Dividend Friday, 15 March 2013

Closing date for EastPack Additional Investor Share offer Friday, 15 March 2013

De-listing of Satara Investor Shares Friday, 15 March 2013

Amalgamation Proposal filed with Registrar of Companies Friday, 15 March 2013

Amalgamation Date Friday, 15 March 2013

Issue of EastPack Transactor shares and Investor shares to relevant Satara Transactor shareholders Friday, 15 March 2013

First payment date for cancelled Satara Investor shares ($0.56 per share) Friday, 22 March 2013

Second payment date for cancelled Satara Investor shares ($0.04 per share) Monday, 30 June 2014

These dates are indicative only and may change.

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HoW to approVe tHe merger and accept tHe inVestor sHare offerSatara Shareholders:

In the envelope containing this Information Pack, you will find a notice of the special meeting of Satara convened to approve the Merger, a form of proxy for that meeting and, for those Satara Transactor shareholders wishing to participate in the Investor Share Offer, the Investor Share Offer Application Form.

Instructions on how to vote for the purposes of the special meeting are set out in the notice of meeting. If you are unable to attend the meeting, please complete the form of proxy and return it to electionz.com in the envelope provided as soon as you are reasonably able.

If you want to participate in the Investor Share Offer and are eligible to do so, please complete the Investor Share Offer Application Form.

Satara shareholders with questions about how to complete the forms should contact:

Janice Candy Satara Co-Operative Group LimitedWasher Road, Te PukeP O Box 243, Te PukeEmail: Janice.Candy@satara.co.nzPhone: 07 573 0900Fax: 07 573 8604

EastPack Shareholders:In the envelope containing this Information Pack, you will find notice of the special meeting of EastPack convened to approve the Merger and a form of proxy for that meeting.

Instructions on how to vote for the purposes of the special meeting are set out in the notice of meeting. If you are unable to attend the meeting, please complete the form of proxy and return it to electionz.com in the envelope provided as soon as you are reasonably able.

EastPack shareholders with questions about how to complete the forms should contact:

Donna Smit EastPack Limited678 Eastbank RoadPO Box 45, EdgecumbeEmail: Donna.Smit@eastpack.co.nz Phone: 07-304 8226Fax: 07-304 8262

Details of the Special MeetingsMeetings are being held on Friday, 22 February 2013 at Baypark Stadium Lounge, 81 Truman Lane, Mount Maunganui to seek the approvals. The EastPack Special Meeting will be held at 10:00am and the Satara Special Meeting will be held at 2:00pm.

Missing DocumentsPlease contact either Satara or EastPack (as applicable) if you did not receive any of the documents mentioned above.

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The EastPack and Satara Boards have reached agreement on the terms of a proposed merger of EastPack and Satara to create New Zealand’s largest kiwifruit post-harvest company. The company will be grower owned. 2 Some key attributes of the Enlarged Business following the Merger are as follows:

• It will handle an estimated 27-30% of New Zealand kiwifruit volumes 3 and will be the largest kiwifruit post-harvest company in New Zealand.

• The combined grower base will be more than 880 supplying orchards (KPINs). Approximately 300 new KPINs will be introduced to EastPack’s Transactor share register and expand the EastPack Transactor share capital base to over $20 million.

• The Enlarged Group will have a total of nine kiwifruit facilities employing over 210 permanent staff with seasonal employment of over 2,000 staff.

• Based on the 2012 year end balances, adjusted for expected consolidation transactions, the combined turnover for the merged entity would be in excess of $112 million and the net assets (including Transactor share capital) would be over $59 million.

Merits of the Merger EastPack and Satara are obvious merger partners and the respective strengths and the synergies that will follow from the Merger will provide a much stronger platform to deal with the challenges that the industry is now facing, particularly Psa.

The EastPack and Satara Boards strongly believe that the Merger is not only in the best interests of both Companies and their shareholders, but is fundamental to preserving value. The Merger will create benefits of scale and ensure the Enlarged Group has the financial capacity and resources to implement operational improvements in a structured and orderly manner.

The key benefits of the Merger include the following:

• Operational synergies and cost savings - expected to be between $3.5 million and $4.3 million per annum from FY2014 with between $2.7 million and $3.3 million expected to be available in 2013. 4 These benefits flow from a variety of sources including the rationalisation of excess capacity, the elimination of duplication in costs, and the introduction by EastPack to Satara of business tools used over recent years to drive efficiency gains and quality improvement. Details in respect of additional ongoing annual costs required to achieve the synergies and one-off costs that have been identified in relation to the Merger are set out on page 27.

• The ability to process volume through the most efficient sites and defer capital expenditure until industry volumes justify further investment. The Enlarged Group’s financial strength will better enable it to quickly upscale with modern efficient equipment if kiwifruit volumes recover.

• Other benefits of scale include:

o enhanced ability to negotiate more favourable terms for services; and

o access to the best people across both organisations and the industry in general.

• Ensures low packing prices remain sustainable for the benefit of shareholders of the Enlarged Group.

• Underpins EastPack’s ability to continue to pay dividends to its Investor shareholders and Satara’s grower shareholders who become EastPack Investor shareholders.

HigHLigHts / keY terms

2 Note under its constitution EastPack Investor shares can only be held by EastPack Transactor shareholders, with the exception that up to 5% of Investor shares on issue can be held by staff. At 31 December 2012 420,000 Investor shares were held by staff, which post Amalgamation will represent 1.7% of the Investor shares on issue before taking into account new shares issued under the Investor Share Offer.3 Based on currently anticipated FY 2013 kiwifruit volumes and the Transactor shareholder bases of both Companies.4 This statement of estimated costs savings and one-off costs for achieving them relate to future actions and circumstances which, by their nature, involve risks, uncertainties and other factors. Because of this, the cost savings referred to may not be achieved, or those achieved could be materially different from those estimated. This statement should not be interpreted to mean that earnings per share in the financial year following the Merger, or in any subsequent period, will necessarily be greater than those for the relevant preceding financial period.

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• Synergy savings and improved facility utilisation, improve the profitability of the Enlarged Group beyond that achievable if the Companies continue to operate separately.

• An Enlarged Group better able to work collaboratively with ZESPRI to reduce costs, improve quality and add value in the supply chain from orchard to market.

Since 2010, EastPack and Satara have substantially reduced debt levels and are now in a position of relative financial strength and stability to contemplate buying out non-grower interests and reverting to grower ownership and control. This will assist to keep the focus on quality processing, the highest possible OGRs, low packing prices and realising the benefits outlined above, which are discussed in more detail on pages 14 to 17. The Enlarged Group expects to incur $1.1 million in one-off costs to effect the Merger and realise the operational synergies.

Merger Terms• Satara Transactor shareholders will receive one fully paid EastPack Transactor share for each dollar paid up on

Satara Transactor Shares held.

• Each Satara Investor share held or controlled by Satara Transactor shareholders or their affiliates will be cancelled in exchange for one EastPack Investor share, provided that no Satara Transactor shareholder may hold more than the EastPack Investor Share Threshold.

• Satara Investor shares held by other shareholders and Satara Investor shares held by Satara Transactor shareholders that cannot be exchanged into EastPack Investor shares because of the EastPack Investor Share Threshold, will be cancelled in exchange for cash consideration of $0.60 per share ($0.56 payable by EastPack within five Business Days after the Amalgamation Date and $0.04 payable by EastPack or the Amalgamated Company on 30 June 2014).

• All Satara Investor shareholders will receive a special dividend of $0.05 per share (fully imputed) (which will only be paid if the parties proceed with the Merger) (Special Dividend).

Further details on the terms of the Merger are set out on pages 22 to 24.

RationaleThe primary objective of the Merger is to create a co-operative that is owned by growers and of sufficient scale to realise the benefits outlined above. The EastPack and Satara Boards believe the one-for-one exchange ratios for Transactor and Investor shares are fair.

To achieve grower ownership, Satara’s non-grower Investor shareholders are being offered cash consideration at a price incorporating a substantial premium of 50% to the last traded price for Satara Investor shares (excluding the Special Dividend). 5 The Merger presents non-grower Satara Investor shareholders with the opportunity to realise their investment at that premium price against a background of thin trading volumes of Satara Investor shares, reflecting low levels of investor demand for this security. It is the opinion of both Boards that, in the absence of the Merger, this is unlikely to change in the near to medium term.

Arrangements with Growers All Satara Transactor shareholders have in place packing contracts with Satara for the 2013 packing season. Those contracts will be assumed by EastPack Satara (a subsidiary of EastPack) as a function of the Amalgamation. Growers contracted to Satara will be provided with the option of remaining on Satara’s terms (including Satara’s pooling and trust terms) or moving to EastPack’s standard terms (including EastPack’s pooling and trust terms) for the 2013 season. Existing pooling arrangements and trust arrangements applying to grower funds will apply for the 2013 season. Ideally all Satara growers will be on EastPack’s standard terms and trust arrangements for the 2014 packing season. Representatives of both EastPack Entity Trust (EET) and Satara Kiwifruit Supply Limited (SKSL) will determine how grower funds will be pooled for the 2014 season.

5 The last traded price of $0.40 for Satara Investor shares referred to is as at 1 February 2013, the last date before this document went to print. If the offer price of $0.60 is combined with the Special Dividend, the premium of such total consideration to the last traded price for Satara Investor shares is 62.5%.

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Rebates will be the same for all Transactor shareholders in the Enlarged Group post-merger, whether they were EastPack or Satara growers prior to the Merger. EastPack expects to pay a Rebate of 20 cent per Class 1 tray of kiwifruit supplied during the 2013 growing season. Satara growers who are entitled to a 20 cent per tray Rebate payable on 30 June 2013 under the terms of their Supply Commitment Agreement with Satara, will be paid their Rebate on that date. All other grower shareholders will receive their Rebate on a date to be determined by the EastPack Board.

Please see page 21 for further discussion on these arrangements with growers.

Investor Share OfferThe Investor Share Offer is intended to allow Satara growers (as a group) the opportunity to acquire approximately 500,000 EastPack Investor shares, being the equivalent number of EastPack Investor shares that would otherwise have been allotted to holders of Satara Investor shares but for the EastPack Investor Share Threshold (Additional Investor Shares).

• EastPack will offer holders of Satara Transactor Shares the right to apply for the Additional Investor Shares, provided that no Satara Transactor shareholder will be entitled to more than four EastPack Investor shares for each Class 1 tray they supplied during the 2010, 2011 or 2012 growing season (whichever is the highest).

• The cash issue price for EastPack Investor shares has been set at $0.65 per share, which is broadly equal to the aggregate cash consideration 6 that will be paid to other Satara Investor shareholders.

• In the event that there is a shortfall of applications from Satara Transactor shareholders for Additional Investor Shares, EastPack will offer the unsubscribed Additional Investor Shares to Satara Transactor shareholders on the same terms on or about the first, second and third anniversaries of the Amalgamation Date or until they are fully subscribed.

• The Subscription Price under all offers will be payable at any time up until the third anniversary of the Amalgamation and will not bear interest. An Additional Investor Share will not be issued until payment of the Subscription Price is received by EastPack.

Further details on the terms of the Investor Share Offer are set out on pages 23 and 24.

Key RisksThe opportunity to merge EastPack and Satara operations presents some short term challenges to deliver long term strategic benefits. The Merger is not without risk as the Enlarged Group attempts to rationalise and streamline operations in a Psa environment. The key risks arising out of the implementation of the Merger are as follows:

• Psa has had, and will continue to have, a significant impact on volumes and it is very difficult to predict the scale of its ongoing effects. Industry fruit volumes have reduced from a high of 113 million trays in 2011 to 98 million trays in 2012. Based on industry volume assessments provided by ZESPRI, volumes are expected to continue to decrease in 2013, and for two years thereafter. Also, based on ZESPRI’s predictions, volumes are not predicted to increase back to 2011 levels until the year 2018. All participants in the kiwifruit industry from growers to ZESPRI and post-harvest operators (the sector that EastPack and Satara trade in) are expecting profits to reduce over these years. There are, however, many unknowns associated with Psa and the impact on crop volumes could be worse than currently anticipated.

• The earnings of the Enlarged Group are dependent upon the volumes of fruit supplied for packing and the prices it charges for packing and coolstorage in any one season. This can be affected by matters such as market competition between packhouses and reduced crop volumes (arising for instance from Psa, adverse climate, disease, pests and environmental factors).

• The earnings of the Enlarged Group could be adversely affected by increases in costs of production including the price of packaging materials, electricity and labour (particularly packhouse labour).

6 Cash consideration of $0.65 per share includes the special dividend of $0.05 per share that is to be paid by Satara immediately prior to the Amalgamation in the event the parties proceed with the Merger.

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• Any merger carries with it significant uncertainty and risk as to whether its benefits will meet expectations.

• The process of the Merger itself has risk. This includes staff and IT integration risks.

These factors could affect returns to the business and therefore on EastPack Transactor and Investor shares. In particular, distributions to EastPack Investor shareholders, the payment of Rebates to growers and the value of OGRs of the Enlarged Group could all decline (but, equally, could improve for the same reasons).

Attention is drawn to the Investment Statement set out in Appendix 1 of this Information Pack which contains key information concerning the issue of securities pursuant to the Merger including a more comprehensive set of risks facing the Enlarged Group. You should carefully consider the Investment Statement.

Merger Approvals RequiredThe Merger is subject to various shareholder approvals which will be sought at special meetings of EastPack and Satara to be held on 22 February 2013. Further details on the shareholder approvals required and the conditions applicable to the Merger are set out on pages 24 and 25.

Directors’ RecommendationEastPack’s and Satara’s Boards recommend that shareholders vote in favour of the Merger. They have both concluded that a merger between Satara and EastPack is in the best interests of growers, shareholders and the industry itself and is fundamental to preserving value.

Implications if the Merger does not proceedIf the requisite approvals required from Satara and EastPack shareholders and various Satara interest groups to implement the Merger are not obtained, or if any of the other Conditions are not satisfied or waived, the Merger will not proceed. The implications of this include the following:

• EastPack and Satara will continue to operate and compete on a standalone basis. The current outlook for FY13 is lower fruit volumes for both Companies and, for Satara, expected lower packing charges compared with FY12. As a consequence of this EastPack and Satara both expect weaker trading results in FY13.

• Satara does not expect to be in a position to pay dividends to its Investor shareholders in the foreseeable future, pending a return of improved crop supply and due to capital expenditure necessary to upgrade plant and equipment.

• Satara Investor shares will remain listed on the NZAX. The market price of Satara Investor shares may fall or rise. The current price of Satara Investor shares may be influenced by market expectations of the Merger being completed. If the Merger is not completed the Satara Investor share price may fall or rise due to the market expectations not being met.

• EastPack and Satara will bear much of the transaction costs of approximately $550,000 they would have borne if the Merger had proceeded.

• EastPack will declare a gross dividend of up to $0.15 cents per Investor share, being a distribution of profit for the year ended 31 December 2012.

• Satara Investor shareholders will not receive the Special Dividend, which is only to be paid if the parties proceed with the Merger.

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Other InformationMore detailed information is set out later in this document. You should also consider the following:

• The more detailed description of the Enlarged Group, the Amalgamation and the Investor Share Offer, set out on pages 14 to 38.

• The investment statement prepared for the purposes of the Securities Act 1978, the Securities Act (Co-operative Companies) Exemption Notice 2011 and the Securities Regulations 2009 set out in Appendix 1. The Investment Statement provides answers to various key questions concerning the offers of EastPack shares.

• The Amalgamation Proposal, prepared for the purposes of Part XIII of the Companies Act 1993, set out in Appendix 6.

• The Prospectus of EastPack, with audited financial statements of EastPack for the year ended 31 December 2011 attached. You can view the Prospectus and the financial statements on the Companies Office website at www.business.govt.nz/companies

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Enlarged Business overviewThe Merger will create New Zealand’s largest kiwifruit post-harvest company. The company will be grower owned. Some key attributes of the Enlarged Business following the Merger are as follows:

• It will handle an estimated 27-30% of New Zealand kiwifruit volumes 7 and will be the largest kiwifruit post-harvest company in New Zealand handling over an estimated 27 million trays of fruit annually.

• The combined grower base will be more than 880 supplying orchards (KPINs). Approximately 300 new KPINs will be introduced to EastPack’s Transactor share register and expand the EastPack Transactor share capital base to over $20 million.

• The Enlarged Group will have a total of nine kiwifruit facilities employing over 210 permanent staff with seasonal employment of over 2,000 staff.

• Based on the 2012 year end balances, adjusted for expected consolidation transactions, the combined turnover for the merged entity would be in excess of $112 million and the net assets (including Transactor share capital) would be over $59 million.

The Enlarged Group will continue to pack avocados. Whilst volumes and resultant contribution are relatively low compared to kiwifruit, the avocado packing operation is expected to remain an important contributor moving forward.

Further details of the Enlarged Group are set out on the following pages. This includes details of the intended Board and executive team, a description of the overarching business plan, the policy and rules concerning dividends and Rebates.

Rationale for the MergerThe kiwifruit industry in New Zealand is currently facing enormous challenges. Psa has greatly reduced industry fruit volumes from a high of 113 million trays in 2011 to 98 million trays in 2012. Based on industry volume assessments provided by ZESPRI, volumes are expected to continue to decrease in 2013. Also based on ZESPRI’s predictions, volumes are not predicted to increase back to 2011 levels until the year 2018. All participants in the kiwifruit industry from growers to ZESPRI and post-harvest operators (the sector that EastPack and Satara trade in) are expecting profits to reduce over these years.

The post-harvest sector is particularly competitive as operators, including EastPack and Satara, continue to compete for crop volume. This has seen discounting of post-harvest charges in the 2012 season, and increased discounting for the ensuing 2013 season. Post-harvest business profitability is critically dependant on crop volume throughput. Given the decrease in future volume, all businesses will be under pressure to maintain profitability. Looking forward, the outlook over the next two years is for lower national crop volumes due to the impact of Psa and the time lag in returning to full production as orchards cutover to new varieties. In this environment neither EastPack nor Satara need as much grading/processing capacity as they currently have available. Rationalisation and economies of scale are fundamental to post harvest operators. Consolidation of the industry’s two large grower co-operatives is one means to achieve this.

EastPack and Satara are like-minded co-operative companies that have played vital roles in the development of the kiwifruit industry. They are obvious merger partners and the respective strengths and the synergies that will follow from the Merger will provide a much stronger platform to deal with the Psa challenges that the industry is now facing. Following the Merger, the Enlarged Group will handle an estimated 27-30% of New Zealand kiwifruit volumes and will be the largest kiwifruit post-harvest company in New Zealand. The Merger will create an Enlarged Group that will be a grower-owned post-harvest operator and the Boards of EastPack and Satara believe that this will help maintain the unity of the kiwifruit industry and ensure that the combined entity will be able to deliver the highest possible OGRs, Rebates and dividends.

Both Boards strongly believe that the Merger is in the best interests of growers, shareholders and the industry itself and is fundamental to preserving value in an industry that is experiencing a decline in volumes in the short to medium term. Other benefits of the Merger are set out below.

detaiLs of tHe enLarged groUp, tHe merger and tHe inVestor sHare offer

7 Based on currently anticipated FY 2013 kiwifruit volumes and the Transactor shareholders bases of both Companies.

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The Boards of EastPack and Satara believe that there will be immediate financial benefits arising from the Merger. The Merger will create benefits of scale and diversification of production facilities and ensure the Enlarged Group has the financial capacity and resources to implement operational improvements across the business in a structured and orderly manner.

The Boards believe that the key benefits of the Merger fall into the following key categories:

• Full Grower Ownership will assist to keep the focus on quality processing, resulting in the highest possible OGRs, Rebates and dividends. Having a co-operative company of significant scale will ensure the cornerstone supplier to ZESPRI remains grower owned, and help to preserve the co-operative principles under which the kiwifruit industry is currently operated and governed.

Satara Investor Shares can be held by both growers and non-growers. There is an inherent conflict of interest when external funding is introduced to a co-operative structure. Investor shareholders naturally wish to maximise their return on capital employed while growers place greater emphasis on OGRs and therefore prefer lower packing and packaging charges (net of any Rebate). Removing non-grower interests lessens the tension between paying a higher Rebate versus distributing profit to Investor shareholders. However this comes at a cost to the Enlarged Group. As part of the Merger, non-grower Investor shareholders are to be ‘cashed-out’. While the Enlarged Group has the financial capacity to debt fund the purchase of non-grower held Investor shares, in part due to the advantage of being able to defer capital expenditure, it will incur an incremental debt servicing charge of $0.4 million per annum.

• Operational Synergies and Cost Savings including benefits arising from introducing EastPack’s Growing Excellence programme to Satara’s business. It is expected that total annual savings arising from FY2014 will be in the range of $3.5 million to $4.3 million (mid range $3.9 million) per annum ($0.13 to $0.16 cents per Class 1 tray), with approximately $2.7 million to $3.3 million available in 2013. 8 The anticipated one off and ongoing costs to achieve these synergies are outlined in the commentary below the following table.

Mid range

Net efficiencies from the consolidation of packhouses and coolstore facilities $1.2 million

Growing Excellence efficiencies introduced to Satara sites $0.2 million

Administrative Overhead and Service Cost Synergies $2.5 million

Total Annual Savings from FY2014 $3.9 million

The core assumptions underpinning the synergies are summarised on page 28.

Additional ongoing costs to achieve these synergies are expected to be approximately $0.9 million consisting of additional interest costs and the anticipated decrease in Satara revenues, on the assumption that Satara growers adopt EastPack’s lower packing charges.

In addition, one off costs required to achieve these synergies are expected to be approximately $1.1 million. It is expected that most, if not all of these costs will be incurred in FY2013.

These synergies are expected to be critical in managing the impact of Psa on OGRs. For growers, the Merger will ensure that the Enlarged Group has efficient volumes to maintain throughputs at near capacity levels by mothballing two sites. This, combined with the consolidation of packing and coolstores at the most efficient, cost effective and strategic sites, will provide the Enlarged Group with the best chance of maintaining OGRs, Rebates and dividend flows. EastPack’s existing growers’ dividends are likely to erode if the Merger does not proceed. For Satara growers, becoming a shareholder of EastPack is expected to result in a relative improvement in OGRs, Rebates and dividend flows.

8 This statement of estimated costs savings and one-off costs for achieving them relate to future actions and circumstances which, by their nature, involve risks, uncertainties and other factors. Because of this, the cost savings referred to may not be achieved, or those achieved could be materially different from those estimated. This statement should not be interpreted to mean that earnings per share in the financial year following the Merger, or in any subsequent period, will necessarily be greater than those for the relevant preceding financial period.

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Increasing OGRs will be the primary focus of the Enlarged Group following the Merger.

More detail on Operational Synergies and Cost Savings is provided on pages 26 to 28.

• Other Benefits of Scale:

o Enhanced ability for the Enlarged Group to negotiate lower charges for a number of services. The Enlarged Group will handle an estimated 27-30% of New Zealand Class 1 kiwifruit volumes 9 and will be the largest kiwifruit packing and coolstorage operation in New Zealand. With increased volumes the ability to negotiate lower charges for a number of services is anticipated to see a reduction in per unit costs, including, potentially under the following categories - packaging supplies, electricity charges, logistics services and other supplies such as petrol and administration consumables. Potential cost savings for these items have not yet been quantified.

o Access to the best people across both organisations and the industry. The Merger will bring together two excellent teams with similar cultures. Both teams have strong loyalty to their respective brands, and offer open, transparent and good technical advice and communication. To achieve the synergies and savings outlined, due to duplications of roles that will occur with the merger, some current management roles will be disestablished. However, all existing grower service representatives, the Satara management team (excluding current Satara Managing Directors) and Satara orchard managers will continue to be employed within the Enlarged Group following the Merger. Following the Merger the Enlarged Group will be the largest kiwifruit packing and coolstorage operation in New Zealand. Having this volume will provide the critical mass to help attract, develop and retain valuable and highly skilled staff.

o Industry supply-chain opportunities. The Enlarged Group will be better placed to engage with ZESPRI on initiatives to improve OGRs. Having a focus on supply chain efficiencies and improvement is necessary to counter the continuing trend towards a stronger New Zealand dollar against most of our industry’s trading currencies. An Enlarged Group will provide a better opportunity to work collaboratively with ZESPRI to reduce costs, improve quality and add value in the supply chain from orchard to market. In these Psa challenging times it is important that as much cash as possible is returned to growers. In this regard EastPack has conducted a high level analysis of the New Zealand kiwifruit industry’s supply chain, and identified various “cost buckets” and other opportunities. Initiatives reducing waste and costs over recent years have included the following:

- Since 2010 the NZ industry onshore and offshore fruit loss, condition checking and repacking charges have greatly reduced. It is estimated that, in aggregate, such reductions equate to an industry saving and enhancement in excess of $50 million. This, combined with a reduction in post-harvest packaging charges is one of the reasons why the GREEN OGR has risen from 2012 compared to 2011, despite the continuing strengthening of the New Zealand Dollar against most other currencies.

- In 2012 EastPack participated in the “Supplier Accountability Quality Trial Into Europe” the results of which saw EastPack receive 54% of the total premiums paid to post-harvest suppliers, whilst supplying only 25% of the fruit. This has assisted increasing EastPack GREEN growers’ 2012 OGRs. Having suppliers taking responsibility for in-market quality performance and having transparency and trust in the offshore checking system is a major advancement in reducing supply chain costs.

o Geographical spread, reducing impact of localised crop damage. The Merger will also improve the geographical spread of kiwifruit supply and post-harvest facilities to the Enlarged Group, thus reducing the impact of localised crop damage or failure.

o Better placed to deal with Psa. The impact of Psa remains uncertain. It appears that the Hayward GREEN variety has significant resistance in most regions, but has shown significant susceptibility this year in regions where the climate is cooler and wetter. Experience has shown that the Hayward GREEN vines can recover from Psa from one year to the next.

The big unknown is the effect of Psa on the ZESPRI recovery program, via new varieties – G3 in particular. If the recovery of volumes (from Psa) via new varieties is not achieved, the New Zealand kiwifruit industry will become predominantly a Hayward GREEN industry, producing volumes in the vicinity of 60-70 million trays.

9 Based on currently anticipated FY 2013 kiwifruit volumes and the Transactor shareholders bases of both Companies.

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As at this date, Psa is infecting most new varieties, grafts and plantings and therefore the recovery of tray volumes via new varieties is at best unsure, making future volume projections extremely difficult.

By merging EastPack and Satara this will help protect GREEN growers OGRs, Rebates and dividends due to the ability to aggregate crop volume around some of the most efficient and strategically located packhouses in New Zealand. If growers are able to find remedies to protect their new varieties, the Enlarged Group would be well placed to take advantage of the resulting volume increase.

Business strategy The focus of the Enlarged Group will be to deliver quality services and competitive OGRs for all growers. From an operational perspective the key focus for the 2013 season if the Merger proceeds will be:

• taking advantage of, and implementing, the synergies identified and other opportunities which materialise. This will include:

o moving volumes to the most efficient packing sites and mothballing packing at the Washer Road and Griffin Road sites (with staff redeployed where vacancies are available), but with cool and cold storage continuing at Washer Road;

o maximising the benefits of scale in purchasing and procurement;

o working with ZESPRI to seek to further take advantage of industry supply chain opportunities; and

o continuing to develop more efficient business systems and processes (as part of the “Grower Excellence” program);

• integrating software, systems and processes;

• engaging and working with growers to standardise terms and systems across the organisation; and

• continuity of quality services to growers.

Beyond the 2013 packing season and realisation of residual synergies, the strategy is to implement change by investing further in the vision of “World Class orchard to market” across all sites.

Board of DirectorsFollowing the Merger, the Board of Directors of EastPack will comprise eight elected grower directors (two former Satara grower directors and six current EastPack grower directors) and EastPack’s two independent commercial directors. Brief biographies of the members of the board are set out over the page.

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Grant EynonDeputy 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 Kellogg Rural Leadership Scholar in 2000. Grant has extensive experience in property development.

Michael MontgomeryMichael 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 Chairman of the kiwifruit industry logistics company, Tauranga Kiwifruit Logistics Ltd (TKL).

Adrian GaultAdrian 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 19 canopy hectares of kiwifruit, 400 hectares sheep and beef. He has 30 years’ experience in agriculture and horticulture.

Ray SharpChairman

Ray 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 other directorships. Besides kiwifruit, Ray has ownership interests in the sheep, beef and forestry sectors. He has a Bachelor of Commerce Degree, and is a Fellow of the Institute of Directors. Ray has had 29 years’ experience as a Chartered Accountant until 2004. Ray was a ZESPRI Director from July 2009 until March 2012.

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Mark HudsonMark has been involved in the kiwifruit industry since 1982 and been an EastPack Director since 1989.

Mark and his wife Helen have developed a 14 hectare orchard in the Whakatane area. Mark has a financial and accounting background and a Bachelor of Social Science. Mark holds representation on NZKGI and KVH for the Edgecumbe area.

Dr Mike AshbyMike 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. Mike was a partner at 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. He is also Chairman of TerraNova Group Ltd, a director with Stanley Construction and on the advisory board of Terrabyte.

Maurice KiddMaurice 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 Molemap NZ Ltd, Beds R Us Franchise System Incorporated, Image Centre Holdings Ltd, Fairview Metal Industries Ltd and holds several other directorships, including of Paper Plus New Zealand Ltd. 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 New Zealand Kiwifruit Marketing Board 1993 through to 1995.

Murray McBrideMurray has been involved in the kiwifruit industry since 1984. 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. He is currently a director of Sequal Lumber Limited, Trinity Lands Limited and Bay GOLD Limited.

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Following the Merger, the existing rotation rules in EastPack’s constitution will apply. Under these rules one third of the shareholder directors or, if their number is not a multiple of three, the number nearest to one third shall retire from office, but be eligible for re-election at each annual general meeting. Assuming that there are no resignations during the intervening period, this would mean that Mr Pieters and Mr Maltby would be entitled to remain in office until the 2015 annual general meeting, when they will be required to resign but be eligible for re-election.

Executive TeamFollowing the Merger EastPack will have an eight member leadership team comprising of:

Tony Hawken Chief Executive

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.

Jason Gibbs Chief Financial Officer

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. Jason is a member of the New Zealand Institute of Chartered Accountants and has a Bachelor of Management Studies (Honours) from the University of Waikato.

Donna Smit Company Administrator

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.

Matt Hill General Manager – Grower Services and EKO Limited

Hendrik Jan PietersHendrik Pieters brings significant industry expertise to the role having been involved in the kiwifruit industry for 30 years as a grower of both green and gold kiwifruit (four orchards), and the owner and manager of a service business to the industry (harvesting and bees).

In addition to his Chairmanship of Satara, Hendrik is also a current Director (and Deputy Chairman) of Kiwifruit New Zealand, the body charged with regulatory oversight of ZESPRI. Hendrik was the inaugural President of NZKGI, and a previous Chairman of Te Puke Fruitgrowers Association.

Michael Maltby Michael has been a grower and Satara shareholder since 1984. He has a Bachelor of Commerce degree and is a member of the NZICA (Chartered Accountant), having spent 13 years with KPMG before leaving to establish his own IT consultancy business in 2004. Michael joined the Satara board in 2008 as a grower director and has chaired the Audit & Conflict Committee since 2010. His other business interests include dairy farming, forestry and commercial property.

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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.

Richard Fraser-Mackenzie General Manager Logistics & Supply

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.

Nigel Martin Operations Manager

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

Ginny Moore Continuous Improvement Manager

Ginny has been involved in implementing Lean Manufacturing principles for over 10 years across many organisations. She has worked with EastPack for the last 4 seasons implementing the Growing Excellence Program. She has a Bachelor of Food Technology from Massey University.

Kerry McCree Operations Manager – Western Bay /Northland

Kerry joined Satara as General Manager of Operations after working for EastPack as Opotiki Site Manager for three seasons. Kerry also has management experience in the meat processing industry.

Arrangements with Growers Supply Agreements

All Satara Transactor shareholders have in place grower supply agreements with Satara Kiwifruit Supply Limited and Satara for the 2013 packing season. Those agreements will be performed by EastPack Satara (a subsidiary of EastPack) as a function of the Amalgamation. Growers contracted to Satara will be provided with the option of remaining on Satara’s terms (including Satara’s pooling and trust terms) or moving to EastPack’s standard terms (including EastPack’s grower payment pools and trust terms) for the 2013 season. Ideally all Satara growers will be on EastPack’s standard terms for the 2014 packing season. Rebates will be the same for all Transactor shareholders in the Enlarged Group post-merger, whether they were EastPack or Satara growers prior to the Merger. EastPack expects to pay a Rebate of 20 cents per Class 1 tray of kiwifruit supplied during the 2013 growing season. Satara growers who are entitled to a 20 cent per tray Rebate payable on 30 June 2013 under the terms of their Supply Commitment Agreement with Satara, will be paid their Rebate on that date. All other grower shareholders will receive their Rebate on a date to be determined by the EastPack Board.

Grower Funds

Both EastPack and Satara have created separate entities which supply growers’ kiwifruit to ZESPRI and receive ZESPRI grower and service payments on behalf of growers.

EastPack has established the EastPack Entity Trust (EET). The trustee of EET is EastPack and there are 24 elected advisers. One third of all advisers automatically retire at each EastPack annual general meeting. The advisers to EET determined how grower funds are to be distributed and other policies regarding picking and packing.

Satara has established Kiwifruit Supply Limited (SKSL). Three Satara directors are the directors of SKSL. There are six elected grower advisers.

SKSL is a registered ZESPRI supplier which enters into its own supply contract with ZESPRI.

EET supplies fruit to ZESPRI through Southlink Supply Limited (SSL). SSL is a registered ZESPRI supplier which enters into a supply contract with ZESPRI for fruit supplied by EET and its growers. SSL also provides logistics services for

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that fruit. In addition, SSL supplies ZESPRI with fruit from other post-harvest companies and their growers. Fruit proceeds for each group of growers are kept separate and paid directly to each supply entity. The shareholders in SSL are EastPack (80%) and Aerocool Limited (20%). Two of the three current directors of SSL are directors or employees of EastPack.

EET and SKSL currently distribute funds received from ZESPRI to either:

• EastPack or Satara for post-harvest services (packing, coolstorage etc); or

• Individual grower’s for fruit supplied.

Pools

EET and SKSL also currently operate grower payment pools for their respective growers.

For the 2013 season, it is expected that existing supply and grower pool arrangements for EET and SKSL will remain in place. For the 2014 packing season, with all growers on EastPack’s terms of supply, funds will be managed through EET which, through SSL, will be the sole supplier to ZESPRI.

The rules to apply to the grower payment pools for 2014 and subsequent seasons will be agreed with grower representatives. Options include adopting either the EET or SKSL rules or a combination of the two.

RebatesEastPack may pay Rebates to growers subject to its constitution (as summarised in Appendix 3), the Co-op Act and the Companies Act. The amount of Rebates paid (if any) depends on the financial performance of EastPack. Former Satara growers will be entitled to the same Rebates as other growers.

Under EastPack’s constitution, the company may pay Rebates of up to $0.30 per Class 1 tray supplied (and such equivalent amount in respect of other fruit supplied as determined by the Board). No dividend is to be paid to Investor shareholders in any year unless a Rebate of $0.20 (or more) (and such equivalent amount in respect of other fruit supplied as determined by the Board) has been paid to growers that year.

Details of EastPack’s Rebate levels for the last five financial years are set out on page 32.

Neither EastPack or Satara, nor any of their directors can give absolute assurance that any Rebates will be paid by EastPack in the future.

Dividend policyEastPack’s board may authorise the payment of dividends to Investor shareholders in such amounts as it sees fit, subject to the restrictions in clause 22 of EastPack’s constitution and under the Companies Act.

The dividend policy of the Enlarged Group will be determined by its Board following the Merger. It is expected that the policy will be to make distributions to Investor shareholders of 10 to 15 cents per Investor share (consistent with dividends paid in recent years), subject to considerations such as meeting the solvency test under the Companies Act, capital expenditure projections, anticipated or expected harvest volumes, grower commitments and any other deductions from revenue that the Enlarged Group Board may consider necessary or desirable in accordance with clause 22.1 of EastPack’s constitution (as summarised in Appendix 3). Following the Merger, former Satara Investor shareholders will have the same dividend entitlements as all other Investor shareholders in the Enlarged Group.

The current EastPack policy with regard to Investor shareholders who no longer supply fruit to EastPack is as follows:

• Where an Investor shareholder ceases supply because they are a retiring orchardist, this shareholder may receive dividends for the next five seasons, after which time, the Board calls upon such shareholder to dispose of all Investor Shares held by such shareholder, and until the shareholder has disposed of the Investor Shares, the right to receive dividends is suspended.

• Where an Investor shareholder ceases to supply EastPack to supply another facility, this shareholder may receive dividends for the next two seasons, after which time, the Board calls upon such shareholder to dispose of all Investor Shares held by such shareholder, and until the shareholder has disposed of the Investor Shares, the right to receive dividends is suspended.

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Investor shares can be sold at any time on the trading platform www.unlisted.co.nz.

Neither EastPack nor Satara, nor any of their directors can give any assurance that distributions will be paid by EastPack in the future.

Proposed Merger TermsUnder the proposed terms of the Merger:

• Holders of fully-paid Satara Transactor shares will receive one fully paid EastPack Transactor share for every dollar paid up on their Satara Transactor shares in return for the cancellation of their Satara Transactor shares;

• Partly paid Satara Transactor shares will be aggregated and rounded to the nearest whole dollar with a view to determining the entitlement of the relevant Satara Transactor shareholder to fully paid EastPack Transactor shares (each dollar represents the nominal value of a Satara Transactor share);

• Satara Investor shares held or controlled by Satara Transactor shareholders or their affiliates will be cancelled in exchange for EastPack Investor shares on a one for one basis, provided that no Satara Transactor shareholder may hold more than four EastPack Investor shares for each Class 1 tray they supplied during the 2010, 2011 or 2012 growing season (whichever is the highest) (EastPack Investor Share Threshold);

• Satara Investor shares held by other shareholders and Satara Investor shares held by Satara Transactor shareholders that cannot be exchanged into EastPack Investor shares (i.e. those that, if exchanged for EastPack Investor shares, would have exceeded the EastPack Investor Share Threshold), will be cancelled in exchange for cash consideration of $0.60 per share, split into the following payments:

o $0.56 payable no later than five Business Days after the Amalgamation Date;

o $0.04 payable by EastPack or the Amalgamated Company on 30 June 2014;

• All Satara Investor shareholders will receive a special dividend of $0.05 per share (fully imputed), which is only to be paid if the parties proceed with the Merger (Special Dividend); and

• The Record Date for the Special Dividend is Thursday, 14 March 2013 at 5pm.

New EastPack Transactor shares and EastPack Investor shares will have the same rights and privileges as those currently on issue. Examples of how the above terms will affect Satara shareholders with different combinations of Satara Transactor and Investor Shares are set out in the table attached as Appendix 11.

Except where it is required to do so under the Co-op Act, Satara’s Board will not consider requests for the surrender of Satara Transactor shares prior to the proposed Amalgamation Date. Satara growers wishing to surrender their Transactor shares will have similar rights to surrender shares by making a request to the EastPack Board following the Merger.

The primary objective of the proposed transaction is to effect a merger on fair terms to create a co-operative that is owned by growers and of sufficient scale to realise the benefits outlined above. The EastPack and Satara Boards believe the one-for-one exchange ratios for both Transactor and Investor shares are fair. Satara Investor shareholders are being offered cash consideration at a price incorporating a substantial premium of 50% to the last traded price for Satara Investor shares (excluding the Special Dividend). The Merger presents non-grower Satara Investor shareholders with the opportunity to realise their investment at that premium price against a background of thin trading volumes of Satara Investor shares, reflecting low levels of investor demand for this security.

It is the opinion of both Boards that, in the absence of the Merger, this is unlikely to change in the near to medium term.

Investor Share OfferEastPack will offer EastPack Investor shares to Satara Transactor shareholders, to the extent the relevant shareholder is allowed to hold more EastPack Investor shares under EastPack’s constitution (i.e. to the extent it would not breach the EastPack Investor Share Threshold), at a cash price of $0.65 (Additional Investor Shares). The number of Additional Investor Shares available for subscription under this offer will be equal to the aggregate number of Satara

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Investor shares held by Satara Transactor shareholders that, if exchanged into EastPack Investor shares, would have exceeded the EastPack Investor Share Threshold.

EastPack’s offer of Additional Investor Shares will initially be open for acceptance by Satara Transactor shareholders until the Amalgamation Date and will be conditional on the Amalgamation occurring. In the event there is an excess of applications from Satara Transactor shareholders for Additional Investor Shares, allocations will be scaled back on a pro rata basis based on each such shareholder’s entitlement to EastPack Transactor shares.

In the event that there is a shortfall of applications from Satara Transactor shareholders for Additional Investor Shares, EastPack will make further offers for the balance of the unsubscribed Additional Investor Shares to such persons who were Satara Transactor shareholders immediately prior to Amalgamation and at the time of the further offer are an EastPack Investor shareholder on the same terms on or about the first, second and third anniversaries of the Amalgamation Date until fully subscribed. Such further offers will be at the same price per share ($0.65) and open for acceptance for no less than 20 Business Days.

The Subscription Price under all offers will be payable until the third anniversary of the Amalgamation and will not bear interest. An Additional Investor Share will not be issued until payment of the Subscription Price is received by EastPack.

The Investor Share Offer is intended to allow other Satara growers (as a group) the opportunity to acquire EastPack Investor shares that would have been allotted but for the EastPack Investor Share Threshold. The objective is to give Satara growers, as a whole, the opportunity to collectively preserve their current proportionate ownership of the Enlarged Group.

EastPack Investor shares will not be listed on the NZAX and so will not have certain rights and protections afforded to them that Satara Investor shares currently have, such as continuous disclosure of material information, NZX periodic reporting and other stock exchange requirements. Because EastPack Investor shares will not be tradeable on a registered stock exchange, they may be more difficult to trade and there may not be a liquid market for them.

The cash issue price for EastPack shares has been set at $0.65 per share, which is broadly equal to the aggregate cash consideration that will be paid to those Satara growers who will have some of their Satara Investor shares cancelled because they cannot be exchanged for EastPack Investor shares plus the Special Dividend payable to Satara Investor Shareholders if the Amalgamation proceeds.

For the sake of completeness, it is noted that, notwithstanding the Merger, EastPack Investor shares can be traded (at market prices) on the trading platform accessible via the website at www.unlisted.co.nz.

Conditions to the Merger Becoming EffectiveThe Merger is conditional on various shareholder approvals from EastPack and Satara shareholders.

Satara Shareholder ApprovalsBecause the Merger will affect the rights of some shareholders in different ways to others, under section 116 the Companies Act, each such group of Satara shareholders is treated as comprising a separate Interest Group. In order for the Merger to proceed, (in addition to the shareholders as a whole) each such Interest Group must pass a Special Resolution approving the Amalgamation Proposal. As a result, for Satara shareholders and Interest Groups, Special Resolutions will be sought from:

1) All shareholders in Satara;

2) Holders of Satara Transactor shares who do not also hold or control any Satara Investor shares;

3) Holders of Satara Investor shares who do not hold or control any Satara Transactor shares;

4) Holders of Satara Transactor shares who hold or control four or less Satara Investor shares per Class 1 tray supplied during the 2010, 2011 or 2012 season (whichever is highest); and

5) Holders of Satara Transactor shares who hold or control more than four Satara Investor shares per Class 1 tray supplied during the 2010, 2011 or 2012 season (whichever is highest).

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Effectively each Satara shareholder will have two votes:

• One vote on Special Resolution (1); and

• A second vote on whichever of Special Resolutions (2) to (5) corresponds to the mixture of shares they hold.

A shareholder is deemed to ‘control’ a share if they, or an affiliate, have the power to direct the votes attached to that share. An ‘affiliate’ of a shareholder is a person who is ultimately controlled by the same person or persons who control the shareholder.

Examples of how Satara shareholders with different combinations of Satara Transactor and Investor Shares may vote are set out in the table attached as Appendix 11. Each resolution must be passed by 75% majority for the Merger to proceed. The 60% Transactor share : 40% Investor share weighting applies to votes on each resolution on which holders of both Transactor and Investor shares are entitled to vote in accordance with Satara’s constitution. e.g. Special Resolutions (1), (4) and (5). All voting will be by poll.

The implementation of the Merger is subject to a condition that Satara does not receive valid notices from its shareholders under section 111 of the Companies Act following the passing of a Special Resolution to approve the Amalgamation, requiring it to repurchase in aggregate more than 5% of that Company’s shares. EastPack retains the ability to waive this repurchase condition which it has required as a term of the Merger.

EastPack Shareholder ApprovalsThe Amalgamation is conditional on the EastPack shareholders (being a group comprised of both Transactor shareholders and Investor shareholders) passing a Special Resolution approving the Merger. The Amalgamation is also conditional on an Ordinary Resolution being passed by shareholders of EastPack to approve certain implementation matters (increasing the total number of Directors on the Board and approving the appointment of two Satara nominated grower Directors).

All voting will be by poll. Accordingly, shareholders will be entitled to exercise the proportion of the total votes on a resolution that the number of shares they hold bears to the aggregate of all the shares of shareholders voting on that resolution.

If any of the required shareholder approvals are not obtained, the Merger will not proceed. If the Merger is approved at the EastPack and Satara Special Meetings, and all other conditions to the Merger are satisfied or waived, the Amalgamation will become binding on all EastPack and Satara shareholders.

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It is expected that annualised operational cost savings of approximately $3.0 million will be achievable in FY2013, with a further $0.9 million achievable in FY2014 taking the total cost savings to approximately $3.9 million per annum from FY2014 onwards, (range $3.5 million to $4.3 million). 10 These potential savings are significant, relative to the aggregated net profit before Rebates and tax of EastPack and Satara. 11 The anticipated one off and ongoing costs to achieve these synergies are outlined below.

Consolidation of packhouses and coolstore facilitiesA large proportion of the anticipated cost savings will come from the consolidation of packhouses and coolstore facilities. With the declining industry volumes due to Psa, both EastPack and Satara combined have significant surplus packing and coolstore facilities. Based on 2013 volume predictions, the Enlarged Group will be able to reduce the number of operating sites by two with packing consolidated on the most efficient, cost effective and strategic sites. It is proposed that Satara’s Washer Road and Griffin Road sites be closed for packing in advance of the commencement of the 2013 packing season generating savings of $1.5 million, partially offset by annual “mothballing” costs of $0.3 million, leaving a net saving of $1.2 million in FY13. Washer Road is likely to be used as a coolstore overflow and for contract cold storage.

Growing Excellence efficiencies introduced to Satara sites EastPack embarked four years ago on a culture of “Growing Excellence”, based on the well-known Lean Manufacturing principles. In the time since then EastPack has reduced its labour costs by 27% without any staff redundancies and despite falling volumes in 2012.

operationaL sYnergies and cost saVings

10 This statement of estimated costs savings and one-off costs for achieving them relate to future actions and circumstances which, by their nature, involve risks, uncertainties and other factors. Because of this, the cost savings referred to may not be achieved, or those achieved could be materially different from those estimated. This statement should not be interpreted to mean that earnings per share in the financial year following the Merger, or in any subsequent period, will necessarily be greater than those for the relevant preceding financial period.11 Any implication that the Merger is expected to be earnings enhancing should not be interpreted to mean that the earnings per share in the financial year following the Merger, or any subsequent period, will necessarily be greater than those for the relevant preceding financial period.12 Post-harvest production labour costs include all production labour costs up to and including the packhouse manager salary level. Source: EastPack Labour Cost Management Reports 2008 to 2012.

12

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It is anticipated that the introduction of these principles to the Satara sites operating after the Merger would see a 3% improvement in labour productivity resulting in $0.2 million in savings. This will be achieved through a combination of implementing Lean Manufacturing principles, increasing throughputs through the Satara sites operating after the Merger and decreasing fruit loss by closing Satara’s Washer Road site.

Administrative Overhead, Service Cost and Scale Synergies The Merger will present the opportunity to reduce administrative overhead and service costs across the Enlarged Group with resultant annual net cost savings of approximately $2.5 million. These changes are not expected to have any negative impact on grower or customer activities.

Additional Annual CostsAdditional ongoing annual costs required to achieve the synergies above are expected to be approximately $0.9 million. Of this amount, additional interest costs are expected to be $0.4 million relating to the additional debt balance at the Amalgamation Date. The residual $0.5 million relates to anticipated permanent diminution of revenues from Satara growers based on the assumption that Satara growers adopt EastPack’s lower packing charges. It is key to note that this diminution will flow directly to growers’ OGRs.

One-off costs One-off costs that have been identified in relation to the Merger are estimated to be $1.1 million made up of redundancy costs of approximately $0.5 million, with the balance coming from consultancy, legal and other Merger administration costs. It is expected that most, if not all of these costs will be incurred in FY2013.

Future Impairment Charges on Property, Plant & EquipmentSynergies discussed above are exclusive of any impairment charges on property, plant and equipment that may or may not arise following the Merger. In light of the proposed site-optimisation strategy, whereby it is proposed to mothball the packing facilities at Washer Road and Griffin Road sites after Merger, there is a reasonable likelihood that the carrying value of some of the mothballed property, plant and equipment would become impaired. The amount of any impairment would depend on the fair value of the property, plant and equipment at the Amalgamation Date, and the fair value or value in use of those assets following the implementation of the site optimisation strategy. As such, it is not possible to assess at this time what the amount of any impairment charge would be following the implementation of the site-optimisation strategy.

Actual Results May Vary to ForecastsAnticipated events may not occur as expected and actual financial results prepared in future reporting periods may vary materially from the operational synergies and cost savings described above.

Synergy Calculations not disclosed as NZ GAAPOperational synergies and cost savings are not purported to form Prospective Financial Statements in relation to FRS-42 Prospective Financial Statements. As such, they do not comply with NZ GAAP or NZ IFRS in so far as they are not presented in accordance with the presentation requirements of FRS-42 Prospective Financial Statements. However, operational synergies and cost savings are presented in accordance with the recognition and measurement criteria of NZ GAAP (albeit that they do not comply with NZ GAAP).

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Assumptions underpinning the SynergiesThe core assumptions underpinning the synergies described above are as follows:

• The 2013 standalone management budgets for EastPack and Satara have been used as the basis for calculating operational synergies and cost savings.

• Total tray volumes for the Enlarged Group for the 2013 season are 27 million trays (made up of 22.6 million Green and 4.4 million Gold).

• The packing facilities at the Satara Washer Road and Griffin Road sites will be mothballed prior to the commencement of the 2013 season, with the expected throughput of 4.9 million trays for these sites being diverted to other remaining sites.

• The application of EastPack’s Lean Manufacturing principles and philosophy to the remaining Satara sites will yield a 3% reduction in variable costs across the remaining Satara sites.

• To achieve the synergies expected, there will be some duplicated management roles disestablished within the Amalgamated Company, phased over 2013 and 2014.

• The Enlarged Group will fund the purchase of Satara Investor shares issued by Satara and the payment of $1.1 million of Merger costs through additional bank debt.

• Under the terms of the Merger, all Satara growers have the option of adopting EastPack’s post-harvest pricing for the 2013 season. Ideally all Satara growers will adopt EastPack’s post-harvest pricing for the 2014 and subsequent seasons. For the purposes of calculating the projected operational synergies and cost savings, it is assumed that all Satara growers will adopt EastPack’s post-harvest pricing for the 2013 season.

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Business OverviewEastPack’s principal activities involve the grading, packing and coolstorage of kiwifruit. Its assets comprise mainly land and buildings (primarily packing sheds and coolstores), packing equipment and vehicles. In addition EastPack organises fruit handling and transport logistics as agent for growers. It leases and manages kiwifruit orchards through its wholly-owned subsidiary company, EastPack Kiwifruit Operations Limited. It sells some of its non Class 1 fruit through Southern Produce Ltd in which it is a 30% shareholder.

EastPack’s origins date back to 1981 and the formation of the grower co-operative Rangitaiki Fruit Packers in Edgecumbe. In 1996 EastPack acquired Opotiki Co-op and in 2000 purchased Zest Company, a packing and coolstore operation in Te Puke. The Zest acquisition increased annual production to 6.6 million Class 1 trays. Since then EastPack has grown Class 1 production volumes as shown in the two charts displayed below. This shows that since 2000 when EastPack acquired Zest Company its volumes have increased by circa 240% in 2011 versus an industry growth of 90%.

profiLe of eastpack

13 Source: EastPack internal data for the EastPack trays and various ZESPRI kiwiflier publications for the Industry trays.

13

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Today EastPack has over 570 orchards (KPINs) supplying just under 19 million Class 1 trays from Coromandel, Waikato, Katikati to Opotiki and Hawkes Bay regions.

EastPack has invested a significant amount of capital upgrading and expanding its post-harvest facilities to accommodate its growth in production volumes. It operates from three large scale, modern facilities located in Edgecumbe, Opotiki & Te Puke. Details in respect of these facilities are set out in the table below.

Further investment in automation will continue on other sites as technology proves its return on investment. For the 2013 season further capital investment has been undertaken in the form of the installation of in-vision grading on one of its graders at the Te Puke Quarry Road site. It is estimated that these improvements will achieve a further $1.1 million in operational enhancements for EastPack (standalone) for the 2013 season compared to 2012. This figure has not been included in the synergies identified in this Information Pack.

14 Source: Sourced from EastPack internal data.

14

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Edgecumbe Te Puke Opotiki

Alex FieldsSite Manager

Janette MontgomerySite Manager

Matt BowkerSite Manager

Packing3.48 million trays of ZESPRI GREEN0.06 million trays of ZESPRI GOLD0.25 million trays of New VarietiesCoolstorage on siteConventional2.0 million trays – 7,800 palletsCA850,000 trays – 12,140 bins

Packing7.63 million trays of ZESPRI GREEN3.90 million trays of ZESPRI GOLD0.29 million trays of New VarietiesCoolstorage on siteConventional4.50 million trays – 17,280 palletsCA1.95 million trays – 28,800 bins

Packing1.73 million trays of ZESPRI GREEN1.76 million trays of ZEPSRI GOLD70,000 trays of New VarietiesCoolstorage on siteConventional1.3 million trays – 5,200 palletsCA1.1 million trays – 16,000 bins

Specs and InfoUtilises a modern six lane Compac side tipping fruit sizer with 12 grading tablesThis site has full BIO-GRO certification

Specs and InfoSite has three modern six lane side tipping fruit sizers, one of which utilises fully automated stacking, strapping and carton handling.

Specs and InfoUtilises a modern six lane Compac side tipping fruit sizer with 12 grading tables.

The Te Puke site has been developed from Greenfields over the last 12 years, with construction starting shortly after the acquisition of Zest Company in 2000.

EastPack has a similar hybrid capital structure to Satara except all its shares, be they Transactor or Investor shares, are held by growers and staff (there is a maximum limit of Investor shares held by staff of 5%). Profits and equity have been employed predominantly in funding the $36 million development and expansion of the Te Puke site facilities and the reduction of bank funding.

EastPack has also invested a significant amount of capital upgrading and expanding its facilities at Edgecumbe and Opotiki. Some further capital expenditure has been approved for the Te Puke site in 2013, further automating the packing process resulting in greater labour efficiencies. These sites are well located in the Bay of Plenty and are now of a scale that EastPack has consistently deliver competitive OGRs for its growers relative to industry benchmarks, as reflected in the following table.

Table – OGRs GREEN GOLD

$ OGR/tray (including Rebates) 2010 2011

2012(December Forecast)

2010 20112012

(December Forecast)

EastPack Average 4.67 4.41 4.70 9.43 8.00 10.26

ZESPRI Average 4.21 3.80 4.33 8.89 7.66 10.14

Satara Average 4.25 3.98 4.40 8.83 7.57 10.28

EastPack vs Industry +0.46 +0.61 +0.37 +0.54 +0.34 +0.12

Satara vs Industry +0.04 +0.18 +0.07 -(0.06) -(0.09) +0.14

EastPack vs Satara +0.42 +0.43 +0.30 +0.60 +0.43 -(0.02)

The above EastPack and Satara average OGRs have been “equalised” by assuming the industry average Fruit Value and Taste payments across both entities. It is believed that equalising these values represents a more accurate differential between the performance of post-harvest facilities by removing the influences on OGR relating to the quality and size of fruit off the orchard. In addition, the Satara OGRs have been adjusted to exclude the additional packing price paid by Satara leased orchards (due to Satara leased orchards not receiving standard packing discounts) in order to more accurately reflect the average OGR afforded to a standard (non-leased) grower.

Growers need to be aware that the above OGRs reflect average OGRs across the entire fruit class only and will not necessarily reflect the OGR of individual orchards. Individual growers’ OGRs can vary significantly to the average due

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to the influence of crop profile factors including fruit size, Taste, Early Start and storability.

Shareholders should also be aware that there is a difference in methodology between the way Satara and EastPack charge post-harvest charges to their respective grower pools with respect to packing charges, coolstorage charges, time payments and condition check repack (CCRK) charges, logistics and administration charges.

EastPack Key Operational and Financial IndicatorsThe table below provides a summary of key operational and financial indicators for EastPack. The financial indicators are extracted from audited financial statements for the four years to 31 December 2011 and the Special Purpose Unaudited Financial Statements for the year ended 31 December 2012 (attached as Appendix 9):

2008 2009 2010 2011 2012 unaudited

Trays Submitted (millions)

GREEN 9.9 10.1 10.6 12.7 12.8

GOLD 5.8 6.0 6.2 8.5 5.5

New Varieties 0.0 0.6

TOTAL Class 1 Trays 15.7 16.1 16.8 21.3 18.8

Financial Performance ($000s)

Total Income 56,244 61,537 65,215 80,985 65,439

Operating Surplus before Rebate & One Off Items 7,336 9,208 11,325 16,884 9,869

Operating Surplus after Taxation 3,190 3,980 1,320* 8,257 4,526**

Investor Earnings (cents)

Earnings per share 13 16 5 34 18

Gross Dividend 13 14 14 15 15

Transactor Earnings (cents)

Rebates Declared 20 25 30 30 20***

Financial Position ($000s)

Total Assets 71,089 75,724 76,088 69,283 66,291**

Total Liabilities 44,472 45,450 46,931 42,652 37,726**

Net Assets 26,617 30,274 29,157 26,631 28,564**

Net Debt 20,202 21,029 16,875 9,783 3,998

Transactor Share Capital 9,829 11,114 12,807 14,700 14,252

Cashflow ($000s)

Cashflow from operating activities 11,457 8,105 9,362 13,723 10,322

Cashflow from investing activities (7,470) (8,172) (4,578) (5,867) (1,923)

Cashflows from financing activities (2,163) (1,291) (4,554) (7,510) (9,114)

* This figure is affected by a $3.2 million taxation charge due to a change in legislation relating to the deductibility of depreciation on buildings. ** Please refer to commentary on following page regarding Potential Revaluation Not Reflected in 2012 Special Purpose Unaudited Financial Statements.*** In 2012 EastPack reduced its packing charges by approximately 23 cents per Class 1 tray.Please read the following important notes (on the next page) regarding Amendment of Coolstore Plant Carrying Values and Valuation of Land and Buildings.

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Potential Revaluation Not Reflected in 2012 Special Purpose Unaudited Financial Statements

EastPack’s accounting policy is to initially recognise all items of property, plant and equipment at cost and then subsequently to revalue land, buildings and plant and equipment. Revaluations are undertaken by an independent registered valuer with sufficient frequency to ensure that the carrying value of the item does not differ materially from its fair value. In accordance with this policy the carrying values for land, buildings, plant and equipment (included in the balance of total property, plant and equipment) at 31 December 2012 are based on estimates of market value prepared by an independent valuer dated 9 December 2011.

However, in light of the proposed Merger with Satara, the EastPack Board considered it prudent to request an update from the independent valuer as to whether there is likely to be any material change in estimates of market values for EastPack’s land, buildings, plant and equipment since the last valuation. At the preparation date of this Information Pack this valuation work was still in progress, but initial indications suggest that market values for post harvest assets may have decreased due to the influence of the higher risk profile of the kiwifruit post harvest industry and reduced rental expectations.

While yet to be finalised, the potential effect of the above may result in a write-down of the carrying value of EastPack’s land, buildings, plant and equipment of up to $0.6 million, a decrease in net profit after tax by up to $0.8 million, an increase in the asset revaluation reserve of up to $0.4 million and a decrease in deferred tax of up to $0.2 million.

These impacts are currently not reflected in the 2012 balances shown in the key operational and financial indicators above nor are they reflected in the 2012 Special Purpose Unaudited Financial Statements of EastPack at Appendix 9. The final accounting treatment of these items will be incorporated into the audited 2012 Financial Statements.

Dividend in respect of FY2012 to be paidImmediately prior to the Amalgamation and consistent with prior years, EastPack directors will declare a gross dividend of up to $0.15 per EastPack Investor share as a distribution of earnings for the year ended 31 December 2012.

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Business Overview

Satara has more than 40 years’ experience in the kiwifruit industry. Satara’s origins date back to the formation of Bay of Plenty Co-operative Group Limited (Baypak) in Te Puke in 1971 and Katikati Fruitpackers Co-operative Limited (Katipak) in 1980. In 2001 Baypak and Katipak merged to form Satara. Satara first listed Investor shares on the NZAX in 2004.

The head office is situated at Washer Road in Te Puke, New Zealand on the site of Satara’s largest packhouse and coolstore operation.

Satara is a post-harvest kiwifruit and avocado packhouse business that includes an orchard management and leasing division and a kiwifruit wholesale division (New Zealand and Australian markets).

Satara employs 115 permanent staff and over 1,400 seasonal staff. Satara has investor shares that are listed on the NZAX, and the majority of Satara’s growers are Satara Shareholders.

Satara, is the third largest post-harvest operator handling approximately 10% of the kiwifruit industry and close to 20% of the avocado industry.

In 2012 Satara processed 9.3 million Class 1 trays of kiwifruit (10.5 million total trays). In 2011 Satara packed 9.6 million Class 1 trays of kiwifruit (11 million total trays).

Facilities

Satara has six packhouse and coolstore facilities in the Bay of Plenty and Northland each of which has well established and reliable packing and sorting equipment and a solid track record operationally.

Washer Road, Te Puke (Bay of Plenty)

Site Description Site Manager Packing & Production

Coolstore

10 ha Industrial Zoned Adrian Osterman Manager:Girlie Ahomiro

Manager: Chris Zame

SPECS and INFO Packing4.18 million trays GREENCOMPAC Sizer2 x 8 lane18 grading tables26 drops

Coolstorage17 rooms8,900 pallets2.24 million traysCool and Coldstore4 roomsCA690,000 trays11,766 bins

Collins Lane, Te Puke (Bay of Plenty)

Site Description Site Manager Packing & Production

Coolstore

4 ha Bruce Youngman Bruce Youngman Manager: Moggy Ahomiro

SPECS and INFO Packing0.23 million trays GREEN1.11 million trays GOLD0.09 million trays NEW VARIETIESCOMPAC Sizer6 lane9 grading tablesInvision Grader42 drops

Coolstorage20 rooms3,828 pallets1.0 million trays

profiLe of satara

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Marshall Road, Katikati (Bay of Plenty)

Site Description Site Manager Packing & Production

Coolstore

6 ha Industrial Zoned Shaun Vickers Manager: Ali Lawn Manager: Jim Clynes

SPECS and INFO Packing2.1 million trays GREEN30,000 trays GOLD40,000 trays NEW VARIETIESCOMPAC Sizer6 lane12 grading tables36 drops

Coolstorage17 Rooms1.4 million traysUtilises Outside89,000 palletsCoolstores220,000 traysCA3,715 bins

Griffin Road, Tauriko (Bay of Plenty)

Site Description Site Manager Packing & Production

Coolstore

6 ha includes 4 ha Orchard Shaun Vickers Manager: Raymond Nepe

Manager: Raymond Nepe

SPECS and INFO Packing0.50 million trays GREEN0.21 million trays ORGANIC GREENCOMPAC Sizer4 lane6 grading tables18 drops

Coolstorage6 rooms2,216 pallets560,000 trays

Glenbervie (Northland)

Site Description Site Manager Packing & Production

Coolstore

1 ha – Leased Site Warren Herriott Warren Herriott Manager: Lee Bradley

SPECS and INFO Packing180,000 trays GREEN230,000 trays GOLD30,000 trays NEW VARIETIESCOMPAC Sizer4 lane6 grading tables20 drops

Coolstorage6 rooms712 pallets179,424 traysUtilises Northpoint1,500 palletsCoolstores378,000 trays

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Poroti (Northland) – Back up site for Glenbervie

Site Description Site Manager Packing & Production

Coolstore

½ ha – Leased Site Warren Herriott Warren Herriott Manager: Lee Bradley

SPECS and INFO Packing280,000 trays GREEN20,000 trays GOLDCOMPAC Sizer4 lane4 grading tables

Coolstorage1 room96 pallets24,192 trays

Please refer to the table included on page 31, which compares OGRs for Satara growers relative to industry benchmarks.

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Satara Key Operational and Financial IndicatorsThe table below provides a summary of key operational and financial indicators for Satara. The financial indicators are extracted from audited financial statements for the four years to 31 December 2011 and the Special Purpose Unaudited Financial Statements for the year ended 31 December 2012 (attached as Appendix 10):

2008 2009 2010 2011 2012 unaudited

Trays Submitted (millions)

GREEN 10.6 9.8 7.4 7.9 7.7

GOLD 1.2 1.1 1.1 1.7 1.4

TOTAL Class 1 Trays 11.8 10.9 8.5 9.6 9.3

Financial Performance ($000s)

Total Income 61,690 57,763 43,947 51,030 46,817

Operating Surplus before Rebate & One Off Items 4,410 3,058 817 2,464 545

Operating Surplus after Taxation 2,085 932 (4,809) (214) 621*

Investor Earnings (cents)

Earnings per share 13 6 (29) (1) N/A**

Net Dividend (fully imputed) - 2 - - -

Transactor Earnings (cents)

Rebates Declared 12 20 10 - -

Financial Position ($000s)

Total Assets 70,167 69,030 57,536 50,474 50,923*

Total Liabilities 37,965 35,914 27,140 25,070 24,866*

Net Assets 32,202 33,116 30,396 25,405 26,057*

Net Debt 19,807 14,787 7,650 6,276 5,671

Transactor Share Capital 6,358 6,550 6,406 6,188 6,036

Cashflow ($000s)

Cashflow from operating activities 8,824 8,548 1,952 2,739 2,563

Cashflow from investing activities (6,010) (3,417) 5,774 (1,113) (1,766)

Cashflows from financing activities (3,814) (3,391) (8,861) ( 640) (192)

* Please refer to commentary on following page regarding Amendment of Coolstore Plant Carrying Values and Valuation of Land and Buildings.

** Earnings per share for 2012 is not available due to the unadjusted balances as discussed below.

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Amendment of Coolstore Plant Carrying Values During the preparation of the 2012 valuation of Land and Buildings it was identified that certain items of coolstore plant had been included in both the Land and Buildings and Plant and Equipment carrying values. The impact of this was to overstate fixed asset Property Plant and Equipment as at 31 December 2011 by some $3.1 million and at 31 December 2012 by some $2.7 million. These amounts will be fully quantified and amended in the final audited statutory accounts, but this adjustment has not been reflected in the 2012 balances shown in the key operational and financial indicators above nor is it reflected in the Satara Special Purpose Unaudited Financial Statements at Appendix 10.

Valuation of Land and Buildings At the preparation date of the 2012 Special Purpose Unaudited Financial Statements, the Company has engaged Property Solutions (BOP) Limited to conduct a registered valuation of Land and Buildings but this has not yet been concluded. Initial indications from the valuer are that Land and Building valuations will decrease, and this has been influenced by the higher risk profile of the kiwifruit post harvest industry and reduced rental expectations.

The following table shows the potential estimated impact (subject to finalisation of the estimates and audit) of the above issues on the amounts shown in the 2012 Special Purpose Financial Statements on Property, Plant and Equipment if adjusted in the 2012 Special Purpose Financial Statements, as follows:

Land & Buildings

$000s

Plant & Equipment

$000s

Total$000s

Carrying Value as per the 2012 Special Purpose Financial Statements 27.3 11.1 38.4

Amendment relating to Coolstore Plant (estimate) - (2.7) (2.7)

Potential 2012 revaluation (estimate) (2.3) - (2.3)

Total 25.0 8.4 33.4

The potential effect of these adjustments if all recognised in the 2012 financial year, is a reduction of $5.0 million to the value of Land, Buildings, Plant and Equipment, a reduction of $2.7 million to the Statement of Financial Performance, a $2.4 million reduction to the Asset Revaluation Reserve, and a $0.5 million reduction to Deferred Tax Liabilities. It is possible that the amendment relating to Coolstore Plant will be made via a prior year adjustment.

These adjustments have not been included within the 2012 balances shown in the key operational and financial indicators above nor are they reflected in the Satara 2012 Special Purpose Unaudited Financial Statements at Appendix 10. The final accounting treatment to correct the carrying values of coolstore plant, and the updated valuation of the land and buildings are being finalised and will be incorporated in the audited 2012 Financial Statements.

No FY2012 dividendSatara directors do not intend to make any distribution of earnings for the financial period ended 31 December 2012 to Investor shareholders. The Special Dividend will only be paid to Investor shareholders in the event that shareholders vote in favour and the Companies proceed with the Merger.

Since June 2010, Satara has executed and concluded a business turnaround exercise that has seen significant cost removed from the business and a new management team appointed. Although it has not invested in the Lean Manufacturing system, it has aggressively applied smart management processes within all the operating sites. In 2012 labour efficiency cost saving gains exceeded $1.2 million, with further gains anticipated for 2013 if Satara was to remain stand-alone. Offsetting the above commercial achievements has been the need to discount the packing price in order to ensure they attracted viable crop volumes for 2011 and 2012. With post-harvest industry competition for crop intensifying during 2012, Satara has further reduced its 2013 packing price by $0.20 per tray. This strategy has secured 2013 crop estimated to be around 9.0 million trays, with the Board focussed to drive the business profit to break even or better. However, given the uncertainty of national kiwifruit volumes (Psa impact) and the fierce discounting in the post-harvest sector this is difficult to predict.

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The purpose of this Investment Statement Information section is to provide certain key information in relation to the offer of securities comprised within this Information Pack, being:

• the offer of EastPack Transactor shares to Satara Transactor shareholders in Satara, as part of the Amalgamation, as consideration for the cancellation of their Satara Transactor shares;

• the offer of EastPack Investor shares to participating Satara Transactor shareholders in exchange for Satara Investor shares held or controlled by them; and

• the additional offer of EastPack Investor shares to participating Satara Transactor shareholders for subscription at $0.65 (Investor Share Offer).

The Amalgamation is subject to a number of Conditions (summarised at pages 24 to 25). The Investor Share Offer is conditional on the Amalgamation becoming effective. If a Condition is not satisfied or waived, the Investor Share Offer will not proceed.

Other important information about the EastPack Transactor shares and EastPack Investor shares is available elsewhere in this Information Pack.

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 investmentIn addition to the information in this document, important information can be found in the current registered prospectus for the investment. You are entitled to a copy of that prospectus on request.

The Financial Markets Authority regulates conduct in financial marketsThe Financial Markets Authority regulates conduct in New Zealand’s financial markets. The Financial Markets Authority’s main objective is to promote and facilitate the development of fair, efficient, and transparent financial markets.

For more information about investing, go to http://www.fma.govt.nz.

Notice required by Securities Act (Co-operative Companies) Exemption Notice 2011Every applicant for shares who did not receive an investment statement before applying for the securities may, within 10 working days of the date on which this investment statement is sent to the applicant, withdraw their application by written notice to the co-operative company.

What sort of investment is this?The securities being offered are EastPack Transactor shares and EastPack Investor shares, as part of the Amalgamation, and EastPack Investor shares, as part of the Investor Share Offer.

EastPack Transactor shares

EastPack Transactor shares are nominal value shares issued in accordance with the Co-Op Act.

EastPack Transactor shares are issued to parties who transact with EastPack and are paid for in cash, or from cash Rebates otherwise payable to the EastPack Transactor shareholder by EastPack. Growers must subscribe for one EastPack Transactor share for every one tray of Class 1 kiwifruit to be supplied by the shareholder to the Company in a processing year (or such other number as determined by the EastPack Board for other produce).

Under the terms of EastPack’s constitution, the Board of EastPack may, without application from an EastPack shareholder, allot to a shareholder such number of EastPack Transactor shares as he or she is required to hold in accordance with such requirement and the EastPack shareholder must pay the Company the amount payable on the

appendiX 1INVESTMENT STATEMENT INFORMATION AND EXEMPTION NOTICE DIRECTORS’ CERTIFICATE

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shares so allotted to him or her in the manner and at the time determined by the EastPack Board and all such moneys are recoverable as a debt due by the shareholder to EastPack. Where a grower is undersubscribed for Transactor shares, EastPack’s policy is to issue fully paid Transactor shares, with the issue price funded out of 50% of any Rebates which would otherwise be paid to the grower until such time as the Transactor shareholder holds the number of shares required under EastPack’s constitution.

If a shareholder transacts with the Company other than by the supply of kiwifruit, the Board can from time to time determine a quota policy appropriate to the type and volume of transaction. The Board of EastPack proposes to adopt a quota for avocados of one Transactor share for every one tray of Class 1 avocados supplied in a processing year as determined by the Board. Avocado post harvest services are to be treated as a separate business unit within EastPack.

EastPack Transactor shares are not freely tradable.

EastPack Transactor shares have the following qualities and entitlements:

• Nominal Value: The nominal value of each EastPack Transactor share is $1.00. The nominal value may be altered by amending EastPack’s constitution. Subject to the Co-op Act and the constitution of EastPack, EastPack Transactor shares can be surrendered at their nominal value.

• Right to Rebates: EastPack Transactor shares give the holder the right to participate in any Rebate declared by the Board. EastPack Transactor shares are not entitled to dividends.

• Rights on Liquidation: The EastPack Transactor shares rank ahead of EastPack Investor shares on distribution of a surplus on liquidation of EastPack, as to repayment of the $1.00 nominal value.

• Voting Rights: The total number of EastPack Transactor shares on issue at any time carry, in aggregate, 60% of the voting power of all shares on issue, notwithstanding the number of shares in any particular class on issue at any one time. The votes of the EastPack Transactor shareholders are divided proportionally within the total Transactor shareholding to make up the 60% of the total voting block.

• Transfer Restrictions: Please refer to the information in respect of the restrictions on transfer which apply in respect of the EastPack Transactor shares which is set out below under the heading “How do I cash in my investment?”.

There is no maximum number or amount of EastPack Transactor shares offered pursuant to this Information Pack or otherwise available for subscription.

EastPack Investor shares

EastPack Investor shares are issued under the Companies Act 1993 and are tradable in accordance with, and subject to the restrictions of, the constitution of EastPack. In certain circumstances the EastPack Board must or may refuse to register a transfer of EastPack Investor shares. Further information is set out below under the heading “How do I cash in my investment?”.

The EastPack Investor shares have the following qualities and entitlements:

• No Nominal Value: The EastPack Investor shares have no nominal value.

• Right to Dividends: The EastPack Investor shares give the holders the right to receive any dividends declared by the EastPack Board. However, no EastPack Investor shareholder is entitled, as of right, to any dividend, and the EastPack Board may decline to make any such dividend.

• Rights on Liquidation: The EastPack Investor shares carry the right to participate in any surplus assets upon liquidation of EastPack after the EastPack Transactor shareholders are paid out their entitlements.

• Voting Rights: EastPack Investor shares carry, in aggregate, 40% of the voting power of all shares on issue, notwithstanding the number of shares in any particular class on issue at any one time. The votes of the EastPack Investor shareholders are divided proportionally within the total Investor shareholding to make up the 40% of the total voting block.

The EastPack Board has the discretion to set and amend from time to time, a limitation on the maximum number of EastPack Investor shares that may be held by a EastPack Transactor shareholder. The current limitation is a maximum of four EastPack Investor shares for each EastPack Transactor share held.

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The maximum number of EastPack Investor shares being offered pursuant to the Investor Share Offer is approximately 500,000 EastPack Investor shares, being the equivalent number of EastPack Investor shares that would otherwise have been allotted to holders of Satara Investor shares but for the EastPack Investor Share Threshold.

Who is involved in providing it for me?The offeror of the shares is EastPack, which has its registered office at 678 Eastbank Road, (PO Box 45) Edgecumbe. The promoters of the offer are Satara and its Directors. Satara and its Directors can be contacted at Satara’s registered office: Washer Road, Te Puke.

EastPack was incorporated and registered on 30 October 1980 under the name Rangitaiki Plains Fruit Packers Limited under the provisions of the Companies Act 1955 as a public company. EastPack was re-registered under the Companies Act 1993 on 10 June 1997. EastPack was registered as a co-operative company under the Co-op Act on 10 June 1997. EastPack’s company number is 199417.

EastPack’s principal activities involve the grading, packing and coolstorage of kiwifruit, which it has been carrying on since it was originally formed in 1980 under the name Rangitaiki Plains Fruitpackers Limited. Its assets comprise mainly land and buildings (primarily packing sheds and coolstores), packing equipment and vehicles. In addition EastPack organises fruit handling and transport logistics as agent for growers. It leases and manages kiwifruit orchards through its wholly-owned subsidiary company and through an associate company, EastPack Kiwifruit Operations Ltd. It sells some of its non-Class 1 fruit through Southern Produce Ltd in which it is a 30% shareholder.

Under the Amalgamation, the business of Satara will merge into EastPack’s business. Satara carries on the business of packing and cool storing kiwifruit and avocados, arranging logistic services for kiwifruit, and leasing and operating kiwifruit orchards. Satara has been carrying on these activities since it was originally formed in 1971.

How much do I pay?Amalgamation – Offer of EastPack Transactor shares

If the Amalgamation proceeds, the existing Satara Transactor shareholders will receive one EastPack Transactor share for each dollar paid up on Satara Transactor Shares held by them prior to the Amalgamation, in consideration for the cancellation of their Satara Transactor shares. In this regard, amounts paid up on partly paid Satara Transactor shares by each shareholder will be aggregated and rounded to the nearest dollar.

No monetary payment is required for the EastPack Transactor shares issued in exchange for Satara Transactor shares.

In respect of future years, growers must subscribe for one EastPack Transactor share for every one tray of Class 1 kiwifruit to be supplied by them in a processing year (or such other number as determined by the EastPack Board for other produce). 15 The Board of EastPack may, without application from an EastPack shareholder, allot to a shareholder such number of EastPack Transactor shares as he or she is required to hold in accordance with such requirement and the EastPack shareholder must pay the Company the amount payable on the shares so allotted to him or her in the manner and at the time determined by the EastPack Board and all such moneys are recoverable as a debt due by the shareholder to EastPack. Where a grower is undersubscribed for Transactor shares, EastPack’s policy is to issue fully paid Transactor shares, with the issue price funded out of 50% of any Rebates which would otherwise be paid to the grower until such time as the Transactor shareholder holds the number of shares required under EastPack’s constitution.

Amalgamation – Offer of EastPack Investor shares

If the Amalgamation proceeds, Satara Investor shares held or controlled by Satara Transactor shareholders or their affiliates will be cancelled in exchange for EastPack Investor shares, provided that no Satara Transactor shareholder would not hold more than four EastPack Investor shares for each Class 1 tray they supplied during the 2010, 2011 or 2012 growing season (whichever is the highest) (EastPack Investor Share Threshold).

No monetary payment is required for the EastPack Investor shares issued in exchange for Satara Investor shares.

15 The Board of EastPack proposes to adopt a quota for avocados of one Transactor share for every one tray of Class 1 avocados supplied in a processing year as determined by the board. Avocados are to be treated as a separate business unit within EastPack.

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Investor Share Offer – Offer of EastPack Investor shares

If the Amalgamation proceeds, EastPack will offer EastPack Investor shares to participating Satara Transactor shareholders, to the extent the relevant shareholder is allowed to hold more EastPack Investor shares under EastPack’s constitution (i.e. to the extent that it would not breach the EastPack Investor Share Threshold), at a cash price of $0.65 (Additional Investor Shares).

The number of Additional Investor Shares available for subscription under this offer will be equal to the aggregate number of Satara Investor shares held by Satara Transactor shareholders that, if exchanged into EastPack Investor shares, would have exceeded the EastPack Investor Share Threshold.

EastPack’s offer of Additional Investor Shares will initially be open for acceptance by Satara Transactor shareholders until the Amalgamation Date and will be conditional on the Amalgamation occurring.

In the event there is an excess of applications from Satara Transactor shareholders for Additional Investor Shares, allocations will be scaled back on a pro rata basis based on each such shareholder’s entitlement to EastPack Transactor shares.

In the event that there is a shortfall of applications from Satara Transactor shareholders for Additional Investor Shares, EastPack will make further offers for the balance of unsubscribed Additional Investor Shares to such persons who were Satara Transactor shareholders immediately prior to the Amalgamation and at the time of the further offer are an EastPack Transactor shareholder on the same terms on or about the first, second and third anniversaries of the Amalgamation Date until fully subscribed. Such further offers will be at the same price per share ($0.65) and open for acceptance for no less than 20 Business Days.

The Subscription Price under all offers will be payable at any time up until the third anniversary of the Amalgamation and will not bear interest. An Additional Investor Share will not be issued until payment of the Subscription Price is received by EastPack. Payment for the shares is to be made in accordance with the instructions set out on the application form sent to Satara Transactor shareholders together with this Information Pack.

Details of how to apply for the EastPack Investor shares can be found on the application form distributed with this Investment Statement and will be provided to eligible persons immediately prior to the first, second and third anniversaries of the Amalgamation Date.

Cooling-off Period

There is no cooling off period in relation to the Amalgamation or the Investor Share Offer.

What are the charges?There are no charges, commission or brokerage payable by the subscriber to EastPack or Satara, or to anyone associated with them, in respect of the offers of EastPack Transactor shares and EastPack Investor shares.

What returns will I get?EastPack Transactor shares

The returns on EastPack Transactor shares are paid by way of Rebate. The amount of any Rebate is determined by the EastPack Board, and is calculated on the number of trays of fruit packed by the EastPack Transactor shareholder with EastPack. Under EastPack’s constitution, the company may pay Rebates of up to $0.30 per Class 1 Tray supplied in respect of kiwifruit (and such equivalent amount in respect of other fruit as determined by the EastPack Board). Under the EastPack constitution, no dividend is to be paid to Investor shareholders in any year unless a Rebate of $0.20 (or more) has been paid to kiwifruit growers that year (and such equivalent amount in respect of other fruit as determined by the EastPack Board).

The nominal value of EastPack Transactor shares is fixed at $1.00 by the constitution of EastPack. The value of EastPack Transactor shares may decline if the value of EastPack’s assets is reduced to a level at which the EastPack Transactor shares would not be paid in full on a liquidation. The nominal value of EastPack Transactor shares can also be altered by amending the constitution, which requires EastPack shareholders to pass a Special Resolution. Further information is set out below under the heading “What are my Risks?”.

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EastPack Investor shares

The returns on EastPack Investor shares are generally in the form of dividends. The amount of any dividend is determined by the EastPack Board, and cannot be paid or payable in any year unless and until a Rebate of at least $0.20 per tray is paid to kiwifruit growers that year (and such equivalent amount in respect of other fruit as determined by the EastPack Board). Rebates are capped under EastPack’s constitution at $0.30 per tray of kiwifruit supplied.

The Special Dividend is payable in respect of Satara Investor shares only, all of which will be cancelled on the Amalgamation Date, and no Special Dividend will attach to any Additional Investor Share.

Factors that determine returns on EastPack Transactor shares and EastPack Investor shares

The amount of any Rebates or dividends 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 or dividends, 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 does not guarantee the return of capital or the amount of returns (if any) in relation to an investment arising in connection with this Information Pack.

Taxes may affect returns on both EastPack Transactor shares and EastPack Investor shares

Taxes may affect returns to EastPack shareholders. In particular, Rebates and dividends 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. EastPack shareholders should consult their financial or tax advisers concerning the tax consequences of owning shares, in light of their particular situation.

What are my risks?The principal risk in respect of EastPack Transactor and Investor shares is that of being unable to recoup the original investment in those shares. A list of factors which are relevant to this risk are set out below. Should any relevant risk manifest itself, the underlying value of the EastPack share may be reduced and/or its profitability or cashflow materially adversely affected. The resultant impact may include the following:

• EastPack Transactor shareholders may be unable to surrender their EastPack Transactor shares for their full nominal value.

• EastPack Investor shareholders may be unable to sell their EastPack Investor shares at or above their acquisition price.

• The nominal value of EastPack Transactor shares may need to be reduced by amendment to the constitution of EastPack to cater for the reduction in value.

• EastPack shareholders may not receive any return on their investment (in the form of dividends in respect of EastPack Investor shares and Rebates in respect of EastPack Transactor shares).

A more detailed description of other principal risks is set out below:

Integration risks

• Any merger carries with it significant uncertainty and risk as to whether the benefits of the merger will meet expectations, including the projected benefits from overlaying EastPack’s Lean Manufacturing practices.

• Any merger carries with it significant uncertainty and risk as to whether the assets acquired are of the expected quality or the liabilities larger than expected. EastPack and Satara have undertaken due diligence in relation to the Merger, but no due diligence procedure provides a guarantee as to the quality of assets or the magnitude of liabilities.

• The process of the Merger itself has risk. In particular:

o There is a risk that the Merger encourages some staff to seek alternative employment and there is a loss of corporate know-how that takes some time to replace.

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o Integrating information systems is one of the top integration challenges for sizeable transactions, such as the Merger. There is a risk that the IT integration may not proceed as smoothly as planned, causing disruption to the business and requiring additional resources to complete.

Operational risks

• EastPack’s earnings are dependent upon the prices it charges its growers for packing and coolstorage and the volume supplied by growers in any one season. A number of things can affect this adversely, such as:

o A decrease in seasonal supply arrangements, which are generally agreed annually. There is relatively intense competition between competitors in the fruit packing industry for the custom of growers. Some growers (both Satara and EastPack) may not support the Merger and may decide to cease supplying fruit to the Enlarged Group post-Merger.

o The impact of adverse climate, disease, pests and environmental factors, and fruit quality. In particular:

- Psa has had, and will continue to have, a significant impact on volumes and it is very difficult to predict the scale of its ongoing effects. Industry fruit volumes have reduced from a high of 113 million trays in 2011 to 98 million trays in 2012. Based on industry volume assessments provided by ZESPRI, volumes are expected to continue to decrease in 2013, and for two years thereafter. Also based on ZESPRI’s predictions, volumes are not predicted to increase back to 2011 levels until the year 2018. All participants in the kiwifruit industry from growers to ZESPRI and post-harvest operators (the sector that EastPack and Satara trade in) are expecting profits to reduce over these years. There are, however, many unknowns associated with Psa and the impact on crop volumes could be worse than currently anticipated.

- There is a risk of frost, hail, disease and other climatic influences, which could result in reduced crop volume, quality and size.

- EastPack operates in a high risk earthquake zone, although this would be mitigated to some extent by the fact that the Merger will improve the geographical spread of Kiwifruit supply and post-harvest facilities to the Enlarged Group, thus reducing the impact of localised damage.

• EastPack’s earnings are, to an extent, dependent upon the pricing that it can obtain for fruit in any one season. A number of things can affect this adversely, such as:

o The success or otherwise of ZESPRI, to which EastPack supplies fruit.

o Movements in foreign exchange rates, particularly those involving the New Zealand dollar.

o Decreases in international pricing and consumption trends for fresh fruit.

• EastPack’s earnings are dependent upon ZESPRI exporting fruit to international markets. The ability to successfully and profitably export fruit through ZESPRI is dependent on a number of factors, which can adversely affect EastPack’s earnings, such as:

o restrictions imposed upon the international trade of agricultural commodities by foreign governments and international agreements; and

o the economies of the principal countries to which fruit is exported.

• EastPack’s earnings are dependent upon its costs of production. Any increase in these costs may adversely affect EastPack’s earnings, such as changes in the price of packaging material, electricity and labour (particularly packhouse labour). A large portion of EastPack’s costs are labour related.

• EastPack has reliance on certain senior management and key employees. The loss of their service could make it difficult for EastPack to execute its business strategies until replacement personnel are employed.

• EastPack relies on certain finance providers, packaging suppliers and maintenance contractors, which are key business relationships with external parties. If the external parties cease trading or otherwise fail in the performance of their contractual relationships, or the contractual relationship with that external party is terminated, it would adversely affect the business and profitability of EastPack.

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• EastPack’s earnings are dependent on the competition that exists in the market that EastPack operates. EastPack operates in a competitive environment. New or cheaper supply of services or the entry of new competitors into the market could have an adverse impact on the performance and profitability of EastPack.

Regulatory risks

• EastPack may be adversely affected by changes to legislation and/or regulations (and in particular environmental and health and safety legislation and/or regulation). Any changes to environmental legislation and/or regulation that results in increased compliance costs will adversely impact on operations and profitability.

Investment risks

• Changes to the rate of company tax and other changes to taxation in New Zealand (including income tax) could affect returns to shareholders.

• Forward-looking statements in this document may not eventuate and this could affect EastPack’s financial position and performance. These forward-looking statements involve known and unknown risks, uncertainties and other factors.

• The ability to transfer ownership of EastPack’s shares and the voting rights attaching to them is restricted, which may affect the value of the shares. The restrictions may have the effect of inhibiting or discouraging an attempt to acquire a substantial or controlling interest in EastPack.

Specific risks for Investor shares

• The price available for the sale of EastPack Investor shares may decrease. The value of the EastPack Investor shares could be subject to significant fluctuations in response to EastPack’s operating results and other factors, and there can be no assurance that the market value of the EastPack Investor shares will not decline from its present level.

• The market price for EastPack Investor shares is likely to be uncertain. Any market price for EastPack Investor shares may be volatile, with price fluctuations caused by (amongst other things) competition, fluctuations in interest rates and currency exchange rates, New Zealand and international equity markets, the New Zealand and global economies generally, and liquidity of the shares. At the date of preparation of this Information Pack, the market is very illiquid.

• EastPack Investor shares have only 40% of the voting rights in EastPack. As a result, EastPack Investor shareholders do not have a proportionate ability to vote and it is possible that a situation will arise where there is a shareholder vote in which EastPack Investor shareholder and EastPack Transactor shareholder interests diverge, and EastPack Investor shareholders are not able to achieve their desired outcome.

Consequences of Insolvency

EastPack shareholders will not be liable to pay any money to any person as a result of the insolvency of EastPack, provided their EastPack Transactor shares and EastPack Investor shares are fully paid up. If EastPack shares are not fully paid up, the shareholder may be required to pay up the balance outstanding.

All creditors of EastPack will rank ahead of shareholder claims if EastPack is liquidated. After all such creditors have been paid, the remaining assets will be available for distribution amongst the shareholders. The EastPack Transactor shareholders are first paid the nominal value of their shares, with the EastPack Investor shareholders being paid after that in proportion to the amount paid up on the EastPack Investor shares held by them at the commencement of the liquidation.

Can the investment be altered?Rights attaching to the EastPack Transactor shares and EastPack Investor shares are governed by EastPack’s constitution. That constitution may only be altered by a 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 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 acquire its shares.

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At the date of preparation of this document, the nominal value of EastPack Transactor shares was $1.00. That value is fixed by the constitution, and can accordingly be altered by amending the constitution, which requires a Special Resolution of the EastPack shareholders.

How do I cash in my investment?EastPack Transactor shares

EastPack Transactor shares are nominal value shares under the Co-op Act, which contains provisions giving both EastPack and shareholders 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. Consideration for EastPack Transactor shares surrendered will be the lower of the nominal value (at the time the surrender takes effect) or the amount paid up. The EastPack Board may determine that such consideration is paid up to five years after the date that the surrender is accepted by the Board.

EastPack Transactor shares can also be sold, but the constitution of EastPack provides that they can be sold only between existing EastPack Transactor shareholders, or, with the approval of the EastPack Board, to a third party otherwise eligible to be a EastPack Transactor shareholder. In the opinion of EastPack, the market for such sales is limited.

EastPack Investor shares

EastPack Investor shares can be transferred by delivering a signed share transfer form to the registered office of EastPack. However, the constitution of EastPack prevents the registration of a transfer of EastPack Investor shares where the EastPack Board is of the reasonable opinion that the transfer is to a person who is not an EastPack Transactor shareholder, an employee of EastPack, a director of EastPack or a person otherwise approved by the EastPack Board (Qualified Person). Other instances where the EastPack Board may refuse to register a transfer of EastPack Investor shares include when EastPack has a lien on the shares, money is owed to EastPack in respect of those shares, and the EastPack Board believes the proposed transferee is not a desirable person to become a shareholder of EastPack.

The EastPack Board is entitled to arrange for the sale of EastPack Investor shares and will endeavor to obtain the best price achievable at the time, and may also require the EastPack Investor shareholder to dispose of shares if the EastPack Investor shareholder ceases to be a Qualified Person. In the opinion of EastPack there is a limited market for the sale of shares.

Who do I contact with enquiries about my investment?Enquiries about EastPack 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 paragraph above. There is no Ombudsman to whom complaints about the shares can be made.

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What other information can I obtain about this investment?Other information about the EastPack Transactor shares, EastPack Investor shares and about EastPack is contained elsewhere in this Information Pack. In addition to the information in this Information Pack, important information can be found in the Prospectus. You are entitled to a copy of the Prospectus on request.

Such a request should be made in writing to Donna Smit at the address above.

A copy of:

(a) this Information Pack, which comprises a combined amalgamation proposal and investment statement and which has attached as Appendix 9 a copy of the Special Purpose Unaudited Financial Statements for the year ended 31st December 2012 for the year ended 31 December 2012; and

(b) EastPack’s constitution,

may be inspected free of charge at the offices of EastPack during normal business hours.

The Prospectus and the audited financial statements for the year ended 31 December 2011 have also been lodged at the Companies Office and are available for public inspection upon payment of a fee. The Prospectus, financial statements and constitution can be viewed on the Companies Office website at www.business.govt.nz/companies.

Each Satara shareholder will be sent a notice of general meeting of Satara and all notices, accounts and other documents required to be sent to shareholders under the constitution of Satara or the Companies Act 1993.

Dated: 4 February 2013

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EASTPACK LIMITED

(“EastPack”)

DIRECTORS’ CERTIFICATE

SECURITIES ACT (CO-OPERATIVE COMPANIES) EXEMPTION NOTICE 2011This certificate relates to the offers (Offers) of Transactor shares and Investor shares by EastPack to transactor shareholders of Satara Co-Operative Group Limited (Satara) in connection with the proposed merger of EastPack and Satara (by way of an amalgamation of EastPack Satara Limited (a wholly-owned subsidiary of EastPack) and Satara) (Merger).

The following are the particulars of any material matters relating to the Offers other than matters set out in the investment statement, the prospectus or most recent financial statements, and other than contracts entered into in the ordinary course of business.

• Attention is drawn to the information pack relating to the Merger (Information Pack) which contains a more detailed explanation concerning the rationale of the Merger, its benefits and risks the risks and certain disclosures concerning the Enlarged Group. Investors should comprehensively review the Information Pack which provides a greater level of detail concerning certain of these items than set out in the Investment Statement. Reference in particular is made to the impact of Psa on the business of each of EastPack and Satara and the kiwifruit industry as a whole.

• Attached to the prospectus of EastPack is its audited FY 2011 financial information. More recent financial information describing the financial position and performance of EastPack and equivalent financial information concerning Satara is contained within the Information Pack and referred to below. Attention is drawn in particular to the financial information provided within the Key Operational and Financial Indicators tables set out in the Profile of EastPack and Profile of Satara sections of the Information Pack.

Information set out in the Information Pack, including that referred to above, should be considered to be incorporated by reference into this certificate for the purposes of disclosing material matters and should be read together with this certificate.

The Directors of EastPack have undertaken due inquiry as to whether there have arisen, in relation to the period between 31 December 2011 (being the date of the most recent statement of financial position) and the date of this statement, any circumstances that materially and adversely affect:

• the trading or profitability of EastPack or its group; or

• the value of the assets of EastPack or its group; or

• the ability of EastPack or its group to pay its liabilities due within the next 12 months,

(the trading, assets and solvency assessment).

Following such due inquiry, the circumstances the Directors of EastPack have identified as materially and adversely affecting the trading, assets and solvency assessment are reflected in the Special Purpose Unaudited Financial Statements for the year ended 31 December 2012 (attached as Appendix 9 of the Information Pack and appendix to the Investment Statement), which shows a reduction in certain key financial metrics comprising:

o total income (FY2012 $65,439,000 compared to FY2011 $80,985,000);

o operating surplus before Rebate and one off items (FY2012 $9,869,000 compared to FY2011 $16,884,000);

o total assets (FY2012 $66,291,000 compared to FY2011 $69,283,000); and

o cash flows from operating activities (FY2012 $10,322,000 compared to FY2011 $13,723,000).

Page 33 of the Information Pack contains commentary concerning a material change in estimates of market values for EastPack’s land, buildings, plant and equipment since the last valuation. Initial indications suggest that market values for post harvest assets may have decreased due to the influence of the higher risk profile of the kiwifruit post

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harvest industry and reduced rental expectations and while yet to be finalised, the potential effect of the above may result in a write-down of the carrying value of EastPack’s land, buildings, plant and equipment of up to $0.6 million, a decrease in net profit after tax by up to $0.8 million, an increase in the asset revaluation reserve of up to $0.4 million and a decrease in deferred tax of up to $0.2 million. These impacts are currently not reflected in the balances noted above.

Reference is made also to:

• the table providing a summary of key operational and financial indicators for EastPack (under the heading EastPack Key Operational and Financial Indicators) within the Profile of EastPack section of the Information Pack and notes to that table;

• the table providing a summary of key operational and financial indicators for Satara (under the heading Satara Key Operational and Financial Indicators) within the Profile of Satara section of the Information Pack; and

• the disclosure in the Information Pack (including the Investment Statement) concerning the rationale of the Merger, its benefits and risks the risks and certain disclosures concerning the Enlarged Group,

each of which should be considered to be incorporated by reference into this certificate.

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Material Interests of DirectorsA number of the directors of EastPack and Satara have interests in shares in the respective companies. Accordingly they are likely to be interested in the Merger.

Details of shares in EastPack that Directors of EastPack hold or have a beneficial interest in, are as follows:

Nature of interest and number of shares

Director name Investor shares Transactor shares

Eynon G S 840,000 214,274

Gault A 301,770 124,793

Hudson R M 160,736 70,818

McBride M NIL 285,741

Montgomery M J 840,000 214,274

Sharp R B 1,229,520 484,443

Details of shares in Satara that Directors of Satara hold or have a beneficial interest in, are as follows:

Nature of interest and number of shares

Director name Investor shares Issued Transactor shares Paid Transactor shares

David Bainbridge NIL NIL NIL

Lindsay Horne NIL 36,692 15,263

David Jensen NIL 146,494 57,674

Michael Maltby 124,889 47,861 47,861

Hendrik Pieters 211,366 122,754 120,144

Andrew Stewart NIL 161,439 132,198

Christopher Swasbrook 1,207,500 NIL NIL

Tom Wilson NIL NIL NIL

Other than as set out above none of the Directors of EastPack or Satara are interested in the Merger whether in their capacity as Directors or otherwise.

All EastPack Directors who hold or control shares in EastPack or Satara shares intend to vote in favour of the resolutions required to approve the Merger.

EastPack currently holds 622,859 Satara Investor shares. As part of the Merger, Satara Investor shares held by EastPack will be cancelled without payment upon Amalgamation. EastPack is not entitled to vote on Resolution 3 of the Special Resolutions proposed at the Satara Special Meeting and has already passed an Interest Group Special Resolution (of which EastPack is the only shareholder) in favour of the Merger.

appendiX 2OTHER INFORMATION

51

This Appendix 3 summaries the principal provisions of EastPack’s constitution, including the rights attaching to EastPack’s shares. As well as being set out in the constitution, rights attaching to shares are regulated by the Companies Act, the Co-op Act and the general law of New Zealand.

This section is not intended to be an exhaustive summary. All the terms of the EastPack Transactor shares being offered to Satara shareholders as part of the Amalgamation, other than those implied by law, are set out in this Information Pack and/or EastPack’s constitution. EastPack will supply a copy of its constitution to any EastPack or Satara shareholder on request. The constitution can also be viewed on the Companies Office website at www.companies.govt.nz.

EastPack and Shareholder Relationship

EastPack Transactor shareholders are required to supply their entire crop(s) of kiwifruit (or other produce) to EastPack, unless EastPack’s board has given written consent to sell to another party.

EastPack is authorised to direct all proceeds from the sale of produce handled by EastPack to be paid directly to EastPack. EastPack may then deduct from those proceeds, any amounts owed by a shareholder to EastPack in relation to the services provided by EastPack.

Shareholders of EastPack may be required to enter into a contract with EastPack to record the quantity and variety of produce to be supplied, the services of EastPack to be utilised by each shareholder (and the terms on which those services are to be utilised), and the terms of the sale and purchase of goods between EastPack and the shareholder.

EastPack Shares

There are two classes of shares on issue in EastPack: EastPack Transactor shares and EastPack Investor shares. Each class has different rights attached to it under EastPack’s constitution.

Transactor Shares

Growers of kiwifruit (or other approved produce) who supply EastPack must, unless otherwise approved by the EastPack Board, become a shareholder of EastPack upon such terms and conditions as the EastPack Board may decide. Growers must subscribe for one EastPack Transactor share for every tray of Class 1 kiwifruit to be supplied by them in a processing year (or such other number as determined by the EastPack Board for other produce). The Board of EastPack may, without application from an EastPack shareholder, allot to a shareholder such number of EastPack Transactor shares or additional shares as he or she is required to hold in accordance with such requirement and the EastPack shareholder must pay the Company the amount payable on the shares so allotted to him or her in the manner and at the time determined by the EastPack Board and all such moneys are recoverable as a debt due by the shareholder to EastPack. 16

If a shareholder transacts with the Company other than by the supply of kiwifruit, the Board can from time to time determine a quota policy appropriate to the type and volume of transaction. The Board of EastPack proposes to adopt a quota for avocados of one Transactor share for every one tray of Class 1 avocados supplied in a processing year as determined by the Board. Avocado post harvest services are to be treated as a separate business unit within EastPack.

There is no maximum number of EastPack Transactor shares that may be issued. Outlined below are the qualities, rights and restrictions in relation to EastPack Transactor shares.

• Nominal Value: EastPack Transactor shares are nominal value shares (currently with a nominal value of $1.00 per share). The nominal value can be altered by amending the constitution of EastPack, which requires a Special Resolution of shareholders.

• Voting Rights: EastPack Transactor shares always carry a combined total of 60% of the voting power of all shares on issue (notwithstanding the number of shares on issue at any one time). The votes of EastPack Transactor shareholders are divided proportionately within the total Transactor shareholding to make up that 60% voting block.

appendiX 3SUMMARY OF EASTPACK CONSTITUTION AND SHARE RIGHTS

16 Where a grower is undersubscribed for Transactor shares, EastPack’s policy is to issue fully paid Transactor shares, with the issue price funded out of 50% of any Rebates which would otherwise be paid to the grower until such time as the Transactor shareholder holds the number of shares required under EastPack’s constitution.

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• Surrender of Transactor Shares: An EastPack Transactor shareholder may be required to surrender its shares in a number of circumstances, including:

o when they retire from the industry or ceases to supply produce to EastPack;

o if they fail to perform their obligations under any contract with EastPack; and

o if the shareholder has failed to pay any annual charges relating to the services provided by EastPack.

In consideration for the surrender of EastPack Transactor shares, EastPack Transactor shareholders will usually receive the lesser of the nominal value or the amount paid up on the surrendered EastPack Transactor shares.

• Restrictions on the Transfer of Transactor Shares: EastPack Transactor shares can, generally, only be traded between existing EastPack Transactor shareholders. The Board of EastPack may refuse to register a transfer of EastPack Transactor shares in a number of circumstances, including:

o where money is owing to EastPack in relation to the EastPack Transactor shares being transferred;

o EastPack’s Board is of the opinion that the proposed transferee is not a desirable person to become a shareholder of EastPack; or

o EastPack’s Board resolves it is not in the best interests of EastPack to register the transfer.

Investor Shares

EastPack Investor shares can only be held by EastPack Transactor shareholders, employees of EastPack, Directors of EastPack and persons approved by the Board of EastPack (each a Qualified Person). Outlined below are the qualities, rights and restrictions in relation to EastPack Investor shares.

• No Nominal Value: EastPack Investor shares have no nominal value.

• Entitlement to Investor Shares: EastPack’s Board has the discretion to set and amend a limitation on the maximum number of EastPack Investor shares that may be held by a EastPack Transactor shareholder. No EastPack grower is entitled to more than four EastPack Investor shares for each Class 1 tray they supplied during the 2010, 2011 or 2012 growing season (whichever is the highest) and each EastPack grower is required to hold one Transactor share for each tray of Class 1 tray of kiwifruit supplied to EastPack.

• Voting Rights: All EastPack Investor shares carry a total of 40% of the voting power of all shares on issue, notwithstanding the number of shares on issue at any one time. The votes of the EastPack Investor shareholders are divided proportionately within the total Investor shareholding to make up that 40% voting block.

• Disposal of Investor Shares: The EastPack Board may require EastPack Investor shareholders to dispose of their EastPack Investor Shares if they cease to be a Qualified Person. Until the EastPack Investor shares are surrendered, the EastPack Board may suspend the shareholder’s right to vote and receive dividends on their EastPack Investor shares. The current EastPack policy with regard to Investor Shareholders who no longer supply kiwifruit to EastPack is as follows:

o Where an Investor shareholder has no crop but is a retiring orchardist, this shareholder may receive dividends for the next five seasons, after which time, the Board calls upon such shareholder to dispose of all Investor Shares held by such shareholder, and until the shareholder has disposed of the Investor Shares, the right to receive dividends is suspended.

o Where an Investor shareholder has a crop but chooses to supply another facility, this shareholder may receive dividends for the next two seasons, after which time, the Board calls upon such shareholder to dispose of all Investor Shares held by such shareholder, and until the shareholder has disposed of the Investor Shares, the right to receive dividends is suspended.

• Restrictions on the Transfer of Investor Shares: EastPack Investor shares can be traded in accordance with, and subject to the restrictions in, EastPack’s constitution. The EastPack Board must refuse to register a transfer of EastPack Investor shares if the transfer is to a person who is not a Qualified Person. In addition, the EastPack Board may refuse to register a transfer of EastPack Investor shares in similar circumstances to which a transfer of EastPack Transactor shares may be refused (as outlined above).

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Appointment, Rotation and Remuneration of Directors

The number of Directors for EastPack currently must be not less than six and must not be more than nine. As part of the Amalgamation, it is proposed that the maximum number of EastPack Directors will be increased to ten. There are two types of Directors for EastPack, “Shareholder Directors” and “Appointed Directors”.

• Shareholder Directors: Shareholder Directors are appointed by the shareholders of EastPack. Not less than six directors must be elected by shareholders (at least four directors must hold EastPack Transactor shares and two directors must hold EastPack Investor shares) (Shareholder Directors).

• Appointed Directors: Appointed Directors are appointed by the EastPack Board. The EastPack Board may appoint not more than two persons (whether or not such persons are shareholders of EastPack) to be Directors of EastPack for a certain period of time (Appointed Directors).

• Rotation of Directors: At the annual meeting in each year one third of Shareholder Directors or, if the number is not a multiple of three, then the number nearest to one third, must retire from office, but are eligible for re-election at that meeting. Appointed Directors will not be taken into account in determining the number of Directors who are to retire by rotation at any annual meeting.

The Shareholder Directors to retire at the annual meeting are those who have been longest in office. Persons who became Directors on the same day must retire in the order as agreed between them, or as determined by lot if an agreement cannot be reached.

No person shall be eligible to be elected as a Director of EastPack unless that person has been nominated (or recommended by the Board of EastPack). Shareholder Directors are elected by ordinary resolution of EastPack shareholders.

Directors Remuneration: The Board of EastPack may determine and authorise payment of remuneration, or provide other benefits to a director, for his or her services as a director, if the Board of EastPack is satisfied that it is fair to EastPack to do so. In addition, EastPack Directors are also entitled to travelling, accommodation and other expenses incurred in carrying out their duties as a director of EastPack.

Rebates and Dividends

EastPack may make a distribution to shareholders from the revenue earned in a financial year. The amount available to be distributed to shareholders will be the amount of revenue that remains following various deductions by the EastPack Board. EastPack may make deductions as the EastPack Board may consider necessary or desirable for the following:

• costs, charges, expenses, payment and outgoings in relation to various services provided by EastPack for produce supplied;

• costs, charges, expenses, payment and outgoings in relation to the property and assets of EastPack, the carrying out the objects, powers or authorities of EastPack, the satisfaction of liabilities, or other things incidental to the obligations of EastPack or its Board; and

• a reserve fund, to meet contingencies, to make payment for shares surrendered, for the repairing, improving or establishing of assets and property, for such other purposes as EastPack’s Board may think fit, or to carry forward (as a credit balance in the accounts) to the following year.

EastPack may provide a distribution to EastPack Transactor shareholders in the form of a Rebate. The Rebate will be in proportion to the trays supplied (or quantity of other produce supplied). The maximum Rebate payable to EastPack Transactor shareholders in any year is 30 cents per tray supplied in respect of kiwifruit, and such equivalent in respect of other produce supplied.

Distributions to EastPack Investor shareholders are by way of dividends. No dividend is to be paid or payable in any year unless and until a Rebate of 20 cents or more per tray of kiwifruit supplied (and such equivalent in respect of other produce supplied) has been paid to EastPack Transactor shareholders in respect of that year.

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Liquidation

If EastPack is liquidated, creditor’s claims rank ahead of shareholder claims. After creditors have been paid, the remaining assets will be distributed first to EastPack Transactor shareholders (at the rate of $1.00 for each EastPack Transactor share), and then to EastPack Investor shareholders in proportion to the amount paid up on the shares.

Shareholders’ Meetings

All EastPack shareholders are entitled to attend shareholder meetings and to receive copies of all notices, reports and financial statements issued generally to holders of shares.

EastPack’s Board may convene a special meeting of shareholders at any time. The EastPack Board must also convene a special meeting at the written request of shareholders carry together not less than 5% of the voting rights entitled to be exercised on any of the questions to be considered at the meeting.

Written notice of the time and place of a meeting of shareholders must be sent to every shareholder entitled to receive notice of the meeting not more than 30 working days and not less than 10 working days before the meeting.

Voting

As outlined above, EastPack Transactor shares carry 60% of the total voting rights and EastPack Investor shares carry 40% of the total voting rights in EastPack. The voting right of each individual shareholder is in proportion to that shareholder’s individual shareholding within each of the 60% and 40% voting blocks.

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Additional Investor Shares means additional EastPack Investor shares offered by EastPack to participating Satara Transactor shareholders, to the extent the relevant shareholder is allowed to hold more EastPack Investor shares under EastPack’s constitution (i.e. to the extent that it would not breach the EastPack Investor Share Threshold), at a cash price of $0.65 as described on pages 23 to 24.

Affiliate of a shareholder means a person who controls the shareholder or is ultimately controlled by the same person or persons who control the shareholder.

Amalgamated Company means EastPack Satara Limited post Merger, a wholly-owned subsidiary of EastPack.

Amalgamating Company means Satara or EastPack Satara.

Amalgamation means the amalgamation of Satara and EastPack Satara Limited described in the Amalgamation Proposal in Appendix 6.

Amalgamation Date means the date the Amalgamation becomes effective pursuant to section 225 of the Companies Act.

Amalgamation Proposal means the terms of a proposal under Part XIII of the Companies Act 1993 to amalgamate Satara and EastPack Satara Limited (a wholly-owned subsidiary of EastPack), set out in Appendix 6.

Application Form means the application form to subscribe for shares under the Investor Share Offer, which was distributed with this Information Pack.

Board means the board of directors of either Company.

Business Day means a day other than a Saturday or Sunday or public holiday in Tauranga.

Company means either EastPack or Satara and Companies means both EastPack and Satara.

Companies Act means the Companies Act 1993.

Conditions means the conditions applicable to the Merger, as set out on pages 24 to 25.

A shareholder is deemed to control a share if they, or an affiliate, have the power to direct the votes attached to that share.

Co-op Act means the Co-operative Companies Act 1996.

Director means a director for time being of either Company.

EastPack means EastPack Limited.

EastPack Group means EastPack and its subsidiaries, which includes EastPack Satara (the Amalgamated Company).

EastPack Satara means EastPack Satara Limited.

EastPack Special Meeting means the meeting of EastPack shareholders to be held on Friday, 22 February 2013 at 10:00am at Baypark Stadium Lounge, 81 Truman Lane, Mount Maunganui.

EastPack Investor Share Threshold means the limitation on the maximum number of EastPack Investor shares that may be held by any Transactor shareholder, which is currently set at four EastPack Investor shares for each Class 1 tray they supplied during the 2010, 2011 or 2012 growing season (whichever is the highest).

EET means EastPack Entity Trust, the trust which supplies EastPack growers’ kiwifruit to ZESPRI and receives ZESPRI grower and service payments on behalf of EastPack growers.

Enlarged Group means the group of companies comprising EastPack and its subsidiaries from the time which the Amalgamation is effective, including the Amalgamated Company.

GOLD means both ZESPRI® GOLD Kiwifruit, also referred to as Hort 16a, and ZESPRI® SUNGOLD Kiwifruit also known as G3 or GA and G9 or GL.

GREEN means the Hayward kiwifruit variety.

Growing Excellence means the programme adopted by EastPack based on the Lean Manufacturing principles.

ha means hectare.

appendiX 4GLOSSARY

56

Information Pack means this document.

Interest Group has the meaning in section 116 of the Companies Act.

Investor share means any share in EastPack or Satara that is not a Transactor share and “Investor shareholder” means a holder of such a share.

Investor Share Offer means the offer of new EastPack Investor shares described on pages 23 to 24.

KVH means Kiwifruit Vine Health Inc, a non-profit, incorporated society governed by a Board of Directors which comprises representatives from all key industry groups including ZESPRI, NZKGI, post-harvest operators and MAF Biosecurity.

Lean Manufacturing means a process management philosophy which improves an organisation’s sustainability profile because it identifies and eliminates waste. Waste is any activity which adds time or cost to the operation.

Merger means the transaction described in this document and includes the Amalgamation, the Investor Share Offer and ancillary transactions.

Merger Implementation Agreement means the agreement between EastPack and Satara relating to the Merger dated 4 February 2013.

Minority Buy-out Right means a right of a shareholder under section 111 of the Companies Act exercisable in the event that a person votes against a Special Resolution and that Special Resolution is passed.

NZ GAAP means New Zealand Generally Accepted Accounting Principles.

NZAX means the NZX Alternative Market, being the alternative market operated by NZX under that name.

NZKGI means New Zealand Kiwifruit Growers Inc.

NZX means NZX Limited, the company that operates the NZAX.

OGR or Orchard Gate Return means net fruit returns to growers after deducting all post-harvest charges, including Rebates but excluding dividends.

Ordinary Resolution means a resolution passed by a simple majority of the votes of those shareholders entitled to vote and voting on the question.

Proposed Amalgamation Date means 15 March 2013 or such later date as EastPack and Satara agree in accordance with the Merger Implementation Agreement.

Prospectus means the registered prospectus relating to the offer of EastPack Transactor Shares and EastPack Investor Shares registered with the Registrar of Financial Service Providers on 4 February 2013.

Psa means Pseudomonas Syringae PV Actinidae, a bacteria that can result in the death of kiwifruit vines.

Qualified Person means a person who qualifies for holding EastPack Investor shares, who must be an EastPack Transactor shareholder, an employees of EastPack, a Directors of EastPack or a person approved by the Board of EastPack.

Rebate means a payment made to the holder of a Transactor share pursuant to section 30 of the Co-op Act.

Record Date means the time at which the holder of an Investor share in Satara is ascertained for the purposes of determining the person(s) who are entitled to the Special Dividend that attaches to that share.

Related Company has the meaning set out in the Companies Act;

Satara means Satara Co-Operative Group Limited.

Satara Special Meeting means the meeting of Satara shareholders to be held on Friday, 22 February 2013 at 2:00pm at Baypark Stadium Lounge, 81 Truman Lane, Mount Maunganui.

SKSL means Satara Kiwifruit Supply Limited, the entity which supplies Satara growers’ kiwifruit to ZESPRI and receives ZESPRI grower and service payments on behalf of Satara growers.

Special Dividend means the proposed $0.05 per share fully imputed dividend payable by Satara to its Investor shareholders should the Merger proceed.

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Special Meeting means either the Satara Special Meeting or the EastPack Special Meeting.

Special Resolution means a resolution approved by a majority of 75% of the votes of shareholders entitled to vote and voting on the question.

Subscription Price means the subscription price of $0.65 payable for an EastPack Investor share pursuant to the Investor Share Offer.

Transactor share in respect of Satara or EastPack means a share in that company issued pursuant to section 15 of the Co-op Act and includes shares defined as Transactor shares in the constitution of a Company and “Transactor shareholder” means the holder of such a share.

ZESPRI means ZESPRI Group Limited and its Related Companies.

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EastPack – Registered office

678 Eastbank Road

Edgecumbe

Bay of Plenty

Facsimile: (07) 304 8262

Satara – Registered office

Washer Road

Te Puke

Bay of Plenty

Facsimile: (07) 573 8604

Directors of EastPack

Dr Michael Stafford Ashby

Grant Scott Eynon

Adrian Alexander Gault

Richard Mark Hudson

Maurice George Kidd

Murray Robert McBride

Michael John Montgomery

Raymond Bruce Sharp

Directors of Satara

David Nelson Bainbridge

Lindsay John Horne

David Philip Jensen

Michael Crichton Maltby

Hendrik Jan Pieters

Andrew James Stewart

Christopher Grant Swasbrook

Legal advisers to EastPack on the Merger

Simpson Grierson

Level 27

Lumley Centre

88 Shortland Street

Auckland

Legal advisers to Satara on the Merger

Buddle Findlay

Level 17

PricewaterhouseCoopers Tower

188 Quay Street

Auckland

EastPack Auditors

Staples Rodway

PO Box 743

Tauranga

Satara Auditors

KPMG

247 Cameron Road

Tauranga

appendiX 5DIRECTORY

59

This section sets out the terms of a proposal (Amalgamation Proposal) under Part XIII of the Companies Act 1993 to amalgamate Satara and EastPack Satara Limited (a wholly-owned subsidiary of EastPack). It contains all the details required by section 220(1) of the Companies Act, and is to be filed with the New Zealand Companies Office, together with the attached certificates and certain other documents, to give effect to the Amalgamation.

Amalgamation Date

The Amalgamation is intended to take effect on 15 March 2013. For the purposes of this Amalgamation Proposal, the Amalgamation Date will be 15 March 2013 or, if the documents required to be filed with the Registrar of Companies under section 223 of the Companies Act is a later date, the date the Registrar of Companies receives those documents.

Amalgamation Terms

EastPack Satara Limited and Satara will amalgamate and EastPack Satara will continue as the surviving legal entity, with the same name. Satara Transactor shares will be cancelled upon Amalgamation and holders will be issued one fully paid EastPack Transactor share for every $1.00 paid up on Satara Transactor shares held by them immediately prior to the Amalgamation.

Satara Investor shares held or controlled by Satara Transactor shareholders or their affiliates will be cancelled in exchange for EastPack Investor shares, provided that no Satara Transactor Shareholder will hold more than four EastPack Investor shares per Class 1 tray supplied during the 2010, 2011 or 2012 season (whichever is higher) (EastPack Investor Share Threshold).

Satara Investor shares held by other shareholders and Satara Investor shares held by Satara Transactor shareholders that cannot be cancelled and exchanged into EastPack Investor shares (i.e. those that, if exchanged for EastPack Investor shares, would have exceeded the EastPack Investor Share Threshold) will be cancelled in exchange for $0.60 per share, split into two payments:

• $0.56 payable no later than five Business Days after the Amalgamation Date; and

• $0.04 payable on 30 June 2014.

Other than set out above, the Amalgamation Proposal does not involve the making of any payment to a shareholder or Director of an Amalgamating Company.

Satara Shares held by EastPack

EastPack currently holds 622,859 Satara Investor shares. Any Satara Investor shares held by EastPack will be cancelled without payment upon Amalgamation.

Proposed share structure

Upon Amalgamation, the Amalgamated Company will continue to be a wholly-owned subsidiary of EastPack with the share capital of 100 ordinary shares.

The rights, privileges, limitations and conditions that will be attached to the EastPack Satara shares are the same as those set out in section 36 of the Companies Act.

Amalgamated Company Details

The proposed registered office and address for service of the Amalgamated Company will be the same as that of EastPack being 678, Eastbank Road, Edgecumbe, New Zealand.

The proposed Directors of the Amalgamated Company after the Amalgamation will be:

Anthony John Hawken 665 SH2, Whakatane 3193

Maurice George Kidd 11a Rota Place, Parnell, Auckland, 1052

Raymond Bruce Sharp 918 State Highway 35, Opotiki, 3197

appendiX 6AMALGAMATION PROPOSAL

60

Arrangements To Complete Amalgamation

The arrangements necessary to complete the Amalgamation and to provide for the subsequent management and operation of the Amalgamated Company are:

• Satara shareholders and each interest group (other than any interest group comprising EastPack alone) within them approving this Amalgamation Proposal by Special Resolution.

• EastPack shareholders passing:

o A Special Resolution approving entry into the Merger by EastPack; and

o Ordinary Resolutions approving the increase in the number of directors and the appointment of Hendrik Pieters and Michael Maltby.

• Completion of the other procedures referred to in Part XIII of the Companies Act.

• The de-listing of Satara Investor shares.

In addition, the following conditions must be satisfied or waived on the Amalgamation Date:

• No court order being made under section 226 of the Companies Act directing that the Amalgamation is modified or not given effect to prior to 5pm on 8 March 2013; and

• Minority Buy-out Rights not wholly being exercised in respect of more than 5% of Satara’s shares.

De-listing of Satara Investor shares

Prior to the Amalgamation, Satara Investor shares will be delisted from the NZAX. The approval of NZX to the delisting will be sought by Satara, subject to the Amalgamation proceeding. It is anticipated that Satara Investor shares will be tradable on the NZAX up until and including 8 March 2013.

Dissenters’ rights

The rights of shareholders who do not support the proposed Special Resolutions approving the Amalgamation are set out in Appendix 8 of this Information Pack.

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EASTPACK SATARA LIMITED

(“Eastpack Satara”)

DIRECTOR’S CERTIFICATE - SECTION 221(2) OF THE COMPANIES ACT 1993 (the “Act”)We, being the directors of Eastpack Satara who signed a resolution dated on or about the date of this certificate pursuant to section 221(1) of the Act that EastPack Satara amalgamate with Satara Co-Operative Group Limited (“Satara”) (the “Amalgamation”) and continue as EastPack Satara Limited (the “Amalgamated Company”), certify that the Amalgamation is in the best interests of EastPack Satara and that we are satisfied that the Amalgamated Company will, immediately after the Amalgamation becomes effective, satisfy the solvency test in the Act, upon the grounds that:

1. Eastpack Satara will not trade prior to the Amalgamation;

2. Eastpack Satara has undertaken satisfactory financial, taxation, legal and commercial due diligence on Satara;

3. We have had regard to financial statements for Satara for the year ended 31 December 2011, the interim financial reports for Satara for the period ended 30 June 2012, the information on Satara included in the Information Pack and the financial due diligence report of KPMG on Satara; and

4. Having regard to the above information, we are of the view that on the Amalgamation becoming effective the value of the Amalgamated Company’s assets will be greater than the value of its liabilities, including contingent liabilities, and that the Amalgamated Company will be able to pay its debts as they become due in the normal course of its business.

appendiX 7DIRECTORS’ CERTIFICATES RELATING TO THE AMALGAMATION

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SATARA CO-OPERATIVE GROUP LIMITED

(“Satara”)

DIRECTOR’S CERTIFICATE - SECTION 221(2) OF THE COMPANIES ACT 1993 (the “Act”)We, being the directors of Satara who signed a resolution dated on or about the date of this certificate pursuant to section 221(1) of the Act that Satara amalgamate with Eastpack Satara Limited (a wholly-owned subsidiary of EastPack Limited) (the “Amalgamation”) and continue as Eastpack Satara Limited (the “Amalgamated Company”), certify that the Amalgamation is in the best interests of Satara and that we are satisfied that the Amalgamated Company will, immediately after the Amalgamation becomes effective, satisfy the solvency test in the Act, upon the grounds that:

1. Eastpack Satara Limited will not trade prior to the Amalgamation;

2. Satara has undertaken satisfactory financial, taxation, legal and commercial due diligence on Eastpack Limited;

3. We have had regard to financial statements for Satara for the year ended 31 December 2011, the interim financial reports for Satara for the period ended 30 June 2012 and subsequent financial information provided by the Board, Executives and advisors of Satara; and

4. Having regard to the above information, we are of the view that on the Amalgamation becoming effective the value of the Amalgamated Company’s assets will be greater than the value of its liabilities, including contingent liabilities, and that the Amalgamated Company will be able to pay its debts as they become due in the normal course of its business.

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A shareholder who exercises all of their votes against a Special Resolution at the Satara Special Meeting is entitled to require Satara to purchase those shares, or arrange for a third party to purchase those shares, provided that the Special Resolution is passed, pursuant to section 110 or (in the case of a Special Resolution that is required to be passed by an Interest Group) section 118 of the Companies Act.

Notice Requiring Purchase

Within 10 working days of the relevant Special Resolution being passed, a shareholder intending to exercise Minority Buy-out Rights must give written notice to Satara requiring it to purchase their shares. Within 20 working days of receipt of that notice, the Board of Satara must either:

• agree to purchase that shareholder’s shares;

• arrange for some other person to purchase those shares; or

• arrange for the Special Resolution to be rescinded or decide (in the appropriate manner) not to proceed with the matters set out in that resolution.

Purchase of Shares by Satara

If Satara gives notice that it intends to purchase the shareholder’s shares, within a further 5 working days the Board of Satara will nominate a fair and reasonable price for the shares and give notice of this price and the manner in which it was calculated to the shareholder. Calculation of this price may not take into account the potential effect of the Merger. The price payable by Satara for a Transactor share will be calculated in accordance with section 22 of the Co-op Act and the constitution of Satara (which may be the lower of the nominal value of that share, the amount paid up on the share or the amount determined under section 16.6 of Satara’s constitution).

If the shareholder considers that the price offered is not fair and reasonable, they must within a further 10 working days, give written notice of its objection to Satara. This right of objection does not apply in respect of a Transactor share.

If within 10 working days of the Board giving notice to the shareholder, no objection to the price has been received by Satara, Satara must purchase the shares at the nominated price:

• on a date agreed between Satara and the shareholder; or

• if no date is agreed, as soon as practicable.

If the shareholder objects to the price offered by Satara, Satara must:

• refer the question of what is fair and reasonable to arbitration; and

• within 5 working days of receiving the notice of objection pay a provisional price in respect of the shares equal to the price nominated by the Board.

The arbitration is to be conducted in accordance with the Arbitration Act 1908. The arbitrator must expeditiously determine a fair and reasonable price for the shares to be purchased. If the price determined by the arbitrator exceeds the provisional price paid by Satara, Satara must immediately pay the balance owing to the shareholder. If the price determined is less than the provisional price paid by Satara, Satara may recover the excess paid from the shareholder. The arbitrator may award interest on any balance payable or excess to be repaid. The Arbitration Act preserves the right of an arbitrator to award legal and expert costs and, therefore, both Satara and the relevant shareholder(s) bear the risk of an adverse cost award in connection with any arbitration if they are unsuccessful.

Note: The Merger is conditional on Minority Buy-out Rights not being validly exercised in respect of more than 5% of Satara’s shares.

appendiX 8MINORITY BUY-OUT RIGHTS

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appendiX 9(also being an appendix to the Investment Statement)

EASTPACK SPECIAL PURPOSE UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2012

65

EastPack Limited

SPECIAL PURPOSE UNAUDITED FINANCIAL STATEMENTSFor the Year Ended 31 December 2012

Group GroupFinancial Summary 2012 2011

$'000 $'000Unaudited

Revenue from ordinary activities 65,639 Down 19% 81,207

Profit from ordinary activities before tax and rebate 9,869 Down 42% 16,884

Net profit after tax 4,526 Down 45% 8,257

Earnings Per Investor Share

Basic earnings per investor share 18 cents 34 cents

Diluted earnings per investor share 18 cents 34 cents

An interim dividend of 7.5 cents per share was declared by the Board on 21 December 2012

An explanation of the figures reported above is provided in the following pages of this report.

IMPORTANT NOTE:EastPack's accounting policy is to initially recognise all items of property, plant and equipment at cost and then subsequently to revalue land, buildings and plant and equipment. Revaluations are undertaken by an independent registered valuer with sufficient frequency to ensure that the carrying value of the item does not differ materially from its fair value. In accordance with this policy the carrying values for land, buildings, plant and equipment (included in the balance of total property, plant and equipment) at 31 December 2012 are based on estimates of market value prepared by an independent valuer dated 9 December 2011.

In light of the proposed merger with Satara Co-operative Group Limited, EastPack directors considered it prudent to request an update from the independent valuer as to whether there is likely to be any material change in estimates of market values for EastPack's land, buildings, plant and equipment since the last valuation. At the preparation date of this document this valuation work was still in progress, but initial indications suggest that market values for post harvest assets may have decreased due to the influence of the higher risk profile of the kiwifruit post harvest industry and reduced rental expectations.

While yet to be finalised, the potential effect of the above may result in a writedown of the carrying value of EastPack's land, buildings, plant and equipment of up to $0.6m, a decrease in net profit after tax by up to $0.8m, an increase in the asset revaluation reserve of up to $0.4m and a decrease in deferred tax of up to $0.2m.

These impacts are currently not reflected in these Special Purpose Unaudited Financial Statements. The final accounting treatment of these items will be incorporated into the audited 2012 Financial Statements.

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COMMENTARY ON RESULTS

The 2012 season saw unprecedented price discounting by kiwifruit post harvest operators as they fought hard to secure a crop supply dwindling by the ravages of Psa. Total industry volumes fell from a record 114m Class 1 trays in 2011 to approximately 97m trays in 2012. The impact of Psa and lower yields on our existing growers saw a decrease in packed volumes of 2.4m Class 1 trays, down from 21.3m trays in 2011 to 18.9m trays in 2012. Had it not been for a net 2.1m of trays introduced by new growers to EastPack, borne out of strong marketing and excellent operating results, this decrease would have been much larger.

EastPack was a leader in the market in reducing base packing prices to growers by 20 cents per tray. In addition, no Class 1 charge was made for Class 2 fruit, which had a 3 cents per tray impact on pricing. Lower reject rates for fruit in 2012 compared to 2011 saw a further 3 cents per tray decrease in the average packing price to take the total packing price decrease to 26 cents per Class 1 tray. This equates to an additional $4.9m into growers pockets. While this impacted Company earnings, it was felt that the Company could afford to return this to growers while still paying a rebate and dividend.

Earnings before Interest, Tax, Depreciation, Fair Value Adjustments and Rebates (EBITDA)

EastPack's Earnings before interest, tax, depreciation, fair value adjustments and rebates (EBITDA) of $15.1m for the 2012 year compares to $23.4m in the prior year, a decrease of 36%.

The year's result has been impacted by the following:

- Class 1 tray volumes at 18.9m in 2012, a decrease of 11% from the 2011 Class 1 tray volumes of 21.3m. The decrease in volumes has impacted EBITDA by $4.5m.

- A decrease in the average packing price of approximately 26 cents per Class 1 tray as a result of competition in the marketplace as packhouses competed to secure grower supply. This pricing decrease has impacted EBITDA by $4.9m.

- A change in the varietal mix of Class 1 trays, in 2012 the more profitable Gold trays made up 32% of total trays packed, down from 40% in 2011. The impact on EBITDA of the change in varietal mix was $1.8m.

- The above impacts have been partially offset by a decrease in labour costs of 12 cents per Class 1 tray packed, driven through operational efficiencies. The decrease in labour costs has favourably impacted EBITDA by $2.4m.

Profit Before Taxation

EastPack's Profit Before Taxation of $6.3m for the 2012 year compares to $10.6m in the prior year, a decrease of 41%.

The effects on EBITDA above were further partially offset by:

- A decrease in net financing costs as average debt levels decreased;

- A decrease in depreciation expense resulting from the applied diminishing value methodology.

- A decrease in rebates to 20 cents per Class 1 tray, down from 30 cents per Class 1 tray in 2011.

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COMMENTARY ON RESULTS(Continued)

Financial Position

Total Assets have decreased to $66.3m, down from $69.3m in 2011. This is driven by a $2.2m decrease in the value of Property, Plant & Equipment due to depreciation for the year of $4.3m being higher than capital expenditure of $2.1m. The residual decrease relates to a fall in working capital, notably cash held and accounts receivable. The invesment holding in Aerocool shares was revalued downward by $0.2m from $0.4m in 2011 to $0.2m in 2012 as a result of poor operating results by that entity.

Debt decreased from $11m to $4.5m on the back of strong operating cashflows.

Total Equity improved by $1.9 million due to increased retained earnings.

Cash Flows

Cashflows from operations in 2012 decreased by $3.4m from $13.7m in 2011 to $10.3m in 2012 due mainly to the profit impacts as described above.

Cashflows from investing activities improved by $3.9m due to lower capital expenditure in 2012 compared to 2011.

Cashflows from financing activities include the repayment of $6.5m in debt as well as $2.6m in 2011 dividends paid in 2012.

PsaPsa continues to affect kiwifruit orchards in New Zealand. During the year positive Psa results were detected in Waikato, Hawke's Bay and Northland. The emergence of this disease has changed the nature of the kiwifruit industry and the future of the industry as a whole remains uncertain. The financial impact of the disease on EastPack in 2012 has been highlighted in the previous commentary. The Board of Directors continuously monitors the risk of Psa on EastPack. With industry volumes expected to continue to decline over the next few years, competition for tray volumes in the post harvest sector will remain heated. It is likely that over the next few years we will see a rationalisation of post harvest facilities due to excess capacity. As a grower owned co-operative, EastPack remains financially strong to weather the Psa storm and take advantages of opportunies along the way.

AcknowledgementEastPack's Board of Directors and Senior Management acknowledge all our shareholder owners and staff for the support they have given the Company over the past year.

Ray Sharp Tony HawkenChairman Chief Executive

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SPECIAL PURPOSE UNAUDITED FINANCIAL STATEMENTSFor the Year Ended 31 December 2012

Table of Contents

SPECIAL PURPOSE UNAUDITED INCOME STATEMENT 1

SPECIAL PURPOSE UNAUDITED STATEMENT OF COMPREHENSIVE INCOME 2

SPECIAL PURPOSE UNAUDITED STATEMENT OF CHAGES IN EQUITY 3

SPECIAL PURPOSE UNAUDITED STATEMENT OF FINANCIAL POSITION 5

SPECIAL PURPOSE UNAUDITED STATEMENT OF CASH FLOWS 6

NOTES TO THE SPECIAL PURPOSE UNAUDITED FINANCIAL STATEMENTS 7

Note 1: Reporting Entity 7

Note 2: Basis of Preparation 7

Note 3: Accounting Estimates & Judgements 7

Note 4: Segment Reporting 8

Note 5: Tax Expense 8

Note 6: Dividend 9

Note 7: Basic & Diluted Earnings Per Share 9

Note 8: Investments in Equity Accounted Investees 9

Note 9: Reconciliation of Profit for the Period with Cash Flow from Operating Activities 10

Note 10: Related Party Transactions 10

Note 11: Contingent Liability 11

Note 12: Land and Building Asset Revaluation 11

Note 13: Pseudomonas syringae pv actinidiae ("Psa") 12

Note 14: Net Tangible Asset Per Investor Share 13

These Special Purpose Unaudited Financial Statements do not include all the notes of the type normally included in the final audited Annual Financial Statements. Accordingly, judgement should be used when reading this report and should be read in conjunction with the 2011 Annual Report and Financial Statements.

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SPECIAL PURPOSE UNAUDITED INCOME STATEMENTFor the Year Ended 31 December 2012

Group Group Parent Parent2012 2011 2012 2011$'000 $'000 $'000 $'000

Unaudited Unaudited

Revenue 65,439 80,985 62,145 75,990

Expenses (54,865) (62,871) (51,571) (57,837)

Result from Operating Activities 10,574 18,115 10,574 18,153

Net Finance Costs (705) (853) (705) (852)

Share of Profit of Equity Accounted Investees 200 222 - -

Operating Result before Tax and Rebate 10,069 17,484 9,869 17,301

Rebate to Shareholders (3,584) (6,246) (3,584) (6,246)

Profit Before Taxation and Revaluation Impairment 6,485 11,237 6,285 11,054

Less Revaluation Impairment to Equity Investments (200) (600) (200) (600)

Profit Before Taxation 6,285 10,638 6,085 10,455

Tax Expense (1,760) (2,380) (1,704) (2,386)

Profit for the Year 4,526 8,257 4,382 8,068

Basic & Diluted Earnings per Investor Share 18 cents 34 cents 18 cents 33 cents

The above statements should be read in conjunction with the accompanying notes.

These Special Purpose Unaudited Financial Statements do not incorporate any 2012 revaluation to land, buildings, plant and equipment as discussed in the Important Note.

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SPECIAL PURPOSE UNAUDITED STATEMENT OF COMPREHENSIVE INCOMEFor the Year Ended 31 December 2012

Group Group Parent Parent2012 2011 2012 2011$'000 $'000 $'000 $'000

Unaudited Unaudited

Profit for the Year 4,526 8,257 4,382 8,068

Other Comprehensive Income

Gain (Loss) on Revaluation of Property, Plant & - (8,069) - (8,069)Equipment

Gain (Loss) on Fair Value of Equity Investments - (68) - (68)

Other Comprehensive Income for the Year (net of tax) - (8,137) - (8,137)

Total Comprehensive Income for the Year 4,526 120 4,382 (68)

Profit attributable to:

Owners of the company 4,526 108

Minority interests - 12

The above statements should be read in conjunction with the accompanying notes.

These Special Purpose Unaudited Financial Statements do not incorporate any 2012 revaluation to land, buildings, plant and equipment as discussed in the Important Note.

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SPECIAL PURPOSE UNAUDITED STATEMENT OF CHANGES IN EQUITYFor the Year Ended 31 December 2012

GROUPShare

Capital

Asset Revaluation

Reserve

Available for Sale Reserve

Retained Earnings

Minority Interest Total

$'000 $'000 $'000 $'000 $'000 $'000

Balance 1 January 2012 9,617 5,596 - 11,394 23 26,631

Profit for the Year - - - 4,526 - 4,526

Other Comprehensive Income:Gain (Loss) on Fair Value of Equity Investments - - - - - - Gain (Loss) on Revaluation of Property, Plant & - - - - - - Equipment

Total Other Comprehensive Income - - - - - -

Total Comprehensive Income - - - 4,526 - 4,526

Dividends Paid - - - (2,592) - (2,592)

Balance 31 December 2012 (Unaudited) 9,617 5,596 - 13,328 23 28,564

Balance 1 January 2011 9,617 13,665 68 5,795 11 29,157

Profit for the Year - - - 8,245 12 8,257

Other Comprehensive Income:Gain (Loss) on Fair Value of Equity Investments - - (68) - - (68)Gain (Loss) on Revaluation of Property, Plant & - (8,069) - - - (8,069) Equipment

Total Other Comprehensive Income - (8,069) (68) - - (8,137)

Total Comprehensive Income - (8,069) (68) 8,245 12 120

Dividends Paid - - - (2,646) - (2,646)

Balance 31 December 2011 9,617 5,596 - 11,394 23 26,631

The above statements should be read in conjunction with the accompanying notes.

These Special Purpose Unaudited Financial Statements do not incorporate any 2012 revaluation to land, buildings, plant and equipment as discussed in the Important Note.

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SPECIAL PURPOSE UNAUDITED STATEMENT OF CHANGES IN EQUITY (Continued)For the Year Ended 31 December 2012

PARENTShare

Capital

Asset Revaluation

Reserve

Available for Sale Reserve

Retained Earnings Total

$'000 $'000 $'000 $'000 $'000

Balance 1 January 2012 9,617 5,596 - 9,938 25,151

Profit for the Year - - - 4,382 4,382

Other Comprehensive Income:Gain (Loss) on Fair Value of Equity Investments - - - - - Gain (Loss) on Revaluation of Property, Plant & - - - - - Equipment

Total Other Comprehensive Income - - - - -

Total Comprehensive Income - - - 4,382 4,382

Dividends Paid - - - (2,592) (2,592)

Balance 31 December 2012 (Unaudited) 9,617 5,596 - 11,727 26,941

Balance 1 January 2011 9,617 13,665 68 4,516 27,866

Profit for the Year - - - 8,068 8,068

Other Comprehensive Income:Gain (Loss) on Fair Value of Equity Investments - - (68) - (68)Gain (Loss) on Revaluation of Property, Plant & - (8,069) - - (8,069) Equipment

Total Other Comprehensive Income - (8,069) (68) - (8,137)

Total Comprehensive Income - (8,069) (68) 8,068 (68)

Dividends Paid - - - (2,646) (2,646)

Balance 31 December 2011 9,617 5,596 - 9,938 25,151

The above statements should be read in conjunction with the accompanying notes.

These Special Purpose Unaudited Financial Statements do not incorporate any 2012 revaluation to land, buildings, plant and equipment as discussed in the Important Note.

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SPECIAL PURPOSE UNAUDITED STATEMENT OF FINANCIAL POSITIONAs At 31 December 2012

Group Group Parent Parent2012 2011 2012 2011$'000 $'000 $'000 $'000

Unaudited Unaudited

Cash and Cash Equivalents 502 1,217 502 885 Trade and Other Receivables 5,429 5,512 2,500 2,583 Leased Orchards 1,560 1,413 - - Inventory 1,251 1,221 1,251 1,150 Intercompany Advances - - 683 688 Total Current Assets 8,741 9,362 4,936 5,306

Property, Plant and Equipment 55,634 57,821 55,619 57,806 Investments in Subsidiary Investees - - 29 30 Investments in Equity Accounted Investees 1,135 1,119 712 712 Investments in Equity Shares 683 883 572 772 Unpaid Transactor Shares 98 98 98 98 Total Non-Current Assets 57,549 59,920 57,030 59,418

Total Assets 66,291 69,283 61,966 64,724

Loans and Borrowings 2,500 2,000 2,500 2,000 Trade Creditors and Other Payables 12,852 10,116 10,450 7,510 Employee Entitlements 466 468 399 401 Provision for Dividend 1,286 1,266 1,286 1,266 Provision for Taxation 965 1,594 909 1,363 Income Received in Advance - 229 - 229 Total Current Liabilities 18,069 15,674 15,544 12,769

Loans and Borrowings 2,000 9,000 2,000 9,000 Transactor Share Capital 14,252 14,700 14,252 14,700 Refunds Due to Resigned Shareholders 407 - 407 - Deferred Taxation 2,998 3,278 2,823 3,103 Total Non-Current Liabilities 19,657 26,978 19,482 26,803

Total Liabilities 37,726 42,652 35,026 39,573

Net Assets 28,564 26,631 26,940 25,151

Share Capital 9,617 9,617 9,617 9,617 Reserves 5,596 5,596 5,596 5,596 Retained Earnings 13,328 11,394 11,727 9,938 Total Equity Attributable to Shareholders 28,541 26,608 26,940 25,151

Other Non-Controlling Interests 23 23 - -

Total Equity 28,564 26,631 26,940 25,151

The above statements should be read in conjunction with the accompanying notes.

These Special Purpose Unaudited Financial Statements do not incorporate any 2012 revaluation to land, buildings, plant and equipment as discussed in the Important Note.

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SPECIAL PURPOSE UNAUDITED STATEMENT OF CASH FLOWSFor the Year Ended 31 December 2012

Group Group Parent Parent2012 2011 2012 2011$'000 $'000 $'000 $'000

Unaudited Unaudited

Cash Flows from Operating ActivitiesReceipts from Customers 66,793 79,033 64,223 74,783 Interest Received 90 162 90 186 Dividends Received 78 35 268 397 Payments to Suppliers and Employees (49,505) (56,527) (46,814) (52,897)Rebates Paid to Supplying Shareholders (3,584) (6,246) (3,584) (6,246)Interest Paid (705) (852) (705) (852)Taxation Paid (2,669) (2,066) (2,439) (2,069)GST Paid (176) 185 (203) 190 Net Cash Flows from Operating Activities 10,322 13,723 10,837 13,492

Cash Flows from Investing ActivitiesProceeds from Sale of Property Plant & Equipment - 16 - 12 Proceeds from Sale of Investments - 37 - 19 Associate Dividends Received 191 363 - - Advances from Subsidiaries - - 5 790 Purchase of Property, Plant & Equipment (2,114) (5,575) (2,112) (5,572)Purchase of Investments - (708) - (697)Net Cashflows from Investing Activities (1,923) (5,867) (2,107) (5,448)

Cash Flows from Financing ActivitiesIncrease in Transactor Share Capital - 1,892 - 1,892 Unpaid Capital Receipts - (9) - (9)Repayment of Borrowings (6,500) (6,747) (6,500) (6,747)Payment of Dividends to Shareholders (2,573) (2,646) (2,573) (2,646)Payments to Resigned Shareholders (41) - (41) - Net Cashflows from Financing Activities (9,114) (7,510) (9,114) (7,510)

Net Increase (Decrease) in Cash & Cash Equivalents (715) 346 (383) 534

Cash and Cash Equivalents at the Beginning of the Year 1,217 871 885 351

Cash and Cash Equivalents at the End of the Year 502 1,217 502 885

The above statements should be read in conjunction with the accompanying notes.

These Special Purpose Unaudited Financial Statements do not incorporate any 2012 revaluation to land, buildings, plant and equipment as discussed in the Important Note.

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NOTES TO THE SPECIAL PURPOSE UNAUDITED FINANCIAL STATEMENTSFor the Year Ended 31 December 2012

Note 1. Reporting Entity

EastPack Limited (the "Company") is a co-operative company domiciled and incorporated in New Zealand, registered under the Co-operative Companies Act 1996. The Company is an issuer for the purposes of the Financial Reporting Act 1993.

These special purpose unaudited financial statements for the "Parent" are for the Company as a separate legal entity. The special purpose unaudited consolidated financial statements for the "Group" are for the economic entity comprising the Company, its subsidiaries and the Group's interest in associate entities.

The Group and Company are designate profit oriented entities for financial reporting purposes. The principal activities of the Group and Company are operating packhouses, coolstorage, providing orchard management and a transport agent.

These special purpose financial statements were approved by the Board of Directors on 31st January 2013.

Note 2. Basis of Preparation

These special purpose unaudited financial statements have been prepared for the purposes of this merger document in order to provide financial information in relation to the 2012 year within the merger timetable, and do not comply with New Zealand Generally Accepted Accounting Practices. They do not take into account the 2012 revaluation of land, buildings, plant and equipment and do not contain all the disclosure notes that would be required for full reporting financial statements. The 2012 audited financial statements may materially differ from these special purpose unaudited financial statements in relation to these matters.

These special purpose unaudited financial statements should be read in conjunction with the 2011 Annual Report and financial statements for the year ended 31 December 2011, which were prepared in accordance with New Zealand Generally Accepted Accounting Practices. The format of this report is based on the disclosure requirements of NZ IAS 34 - Interim Financial Statements . This format has been adopted due to the time constraints regarding the release of this report to shareholders.

Note 3. Accounting Estimates and Judgements

Estimates and judgements are based on past performance and management's expectation for the future. The preparation of these special purpose unaudited financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.

Due to the timing of the release of these special purpose unaudited financial statements, certain year-end positions have not been finalised. As such, management have made an estimate as to the year-end position based on the actual position as at November 2012 and an estimate for transactions expected to have occured in December 2012. Accordingly, actual results may differ from these estimates. Management do not believe any difference between the estimates and actual positions will be material to the financial statements.

In addition to the above, in preparing these special purpose unaudited financial statements, the significant accounting judgements made by management in applying the Group's accounting policies and the key sources of information and uncertainty, were the same as those applied to the Group's consolidated financial statements for the year ended 31 December 2011.

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NOTES TO THE SPECIAL PURPOSE UNAUDITED FINANCIAL STATEMENTS (Continued)For the Year Ended 31 December 2012

Note 4. Segment Reporting

Industry SegmentsThe information set out below is that as presented to the chief operating decision maker. The EastPack Group operates predominately in two industries - packhouse/coolstore, orchard management; and in one geographical area - New Zealand. The orchard management operation is not significant to the total trading of the Group.

Packhouse/Coolstore2012 2011$'000 $'000

Unaudited

Sales to Customers Outside the Group 63,758 79,027 Unallocated Revenue 1,681 1,958

Total Revenue 65,439 80,985

Unallocated Expenses and Taxation 56,824 67,904 Group Operating Surplus (Before Equity Accounting) 4,326 8,035 Share of Associate Income 200 222 After Charging:Depreciation 4,289 5,046

Investments in Associates 1,135 1,119 Total Segment Assets 65,156 68,164 Unallocated Assets - -

Total Assets 66,291 69,283

Total Segment Liabilities 37,726 42,652 Unallocated Liabilities - -

Total Liabilities 37,726 42,652

Intersegmental sales are at market prices and are payable on normal commercial terms and conditions.

Note 5. Tax Expense

The Group's effective tax rate on the unaudited Profit Before Tax for the year ended 31 December 2012 was 28.0% (2011: 22.4%).The variation between effective tax rates at 31 December is due to permanent differences, most notably in 2011 where a $538,000 adjustment was made to the tax effect of the change in legislation relating to buildings depreciation which was recognised in 2010.

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NOTES TO THE SPECIAL PURPOSE UNAUDITED FINANCIAL STATEMENTS (Continued)For the Year Ended 31 December 2012

Group Group Parent ParentNote 6. Dividend 2012 2011 2012 2011

$'000 $'000 $'000 $'000Unaudited Unaudited

Investor Shares - Dividend Paid 1,306 1,380 1,306 1,380 Investor Shares - Dividend Payable 1,286 1,266 1,286 1,266

Total Dividends 2,592 2,646 2,592 2,646

Dividends paid on investor shares amounted to 7.5 cents per share (2011: 7.8 cents per share). Dividends payable amounted to 7.5 cents per share (2011: 7.5 cents per share). This dividend payable was declared on 18 December 2012 (2011: declared on 20 December 2011).

Note 7. Basic and Diluted Earnings Per Share

Basic earnings per share is calculated by dividing the profit attributable to investor shareholders of the Company by the weighted average number of ordinary shares on issue during the year. There is currently no dilution effect.

Group Group2012 2011

Unaudited

Profit Attributable to Investor Shareholders $ 4,526 $ 8,257

Weighted Average Number of Ordinary Shares Issued 24,503 24,503

Basic and Diluted Earnings Per Share (cents) 18 34

Note 8. Investments in Equity Accounted Investees

OWNERSHIP INTEREST2012 2011

Unaudited

Southern Produce Limited 30% 30%Kiwifruit Vine Protection Limited 50% 50%

These investments are aligned with the Group's operational and strategic interests.

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NOTES TO THE SPECIAL PURPOSE UNAUDITED FINANCIAL STATEMENTS (Continued)For the Year Ended 31 December 2012

Note 9. Reconciliation of Profit for the Period with Cash Flow from Operating Activities

Group Group Parent Parent2012 2011 2012 2011

Investor Shares - Dividend Paid $'000 $'000 $'000 $'000Investor Shares - Dividend Payable Unaudited Unaudited

Profit After Tax 4,526 8,257 4,382 8,068

Add (Deduct) Non-Cash ItemsDepreciation 4,289 5,046 4,287 5,042 Loss (Gain) on Sale of Property, Plant & Equipment 12 (4) 12 (3)Fair Value Adjustments 200 600 200 600 Equity Accounted Earnings - Associates (207) (222) - - Movement in Deferred Tax (280) (3,324) (280) (3,085)Income in Advance Expired (229) (153) (229) (153)

3,785 1,942 3,990 2,400 Add (Deduct) Items Credited Directly to EquityMovement in Deferred Tax from Asset Revaluation - 2,376 - 2,376

Movement in Working CapitalIncrease(Decrease) in Accounts Payable 2,934 4,172 3,147 1,681 Increase(Decrease) in Employee Entitlements (2) (81) (2) (141)Increase(Decrease) in Income Tax Payable (629) 1,262 (455) 1,026 Increase(Decrease) in GST Payable (198) 248 (207) 259 (Increase)Decrease in Accounts Receivable 83 (4,396) 83 (2,254)(Increase)Decrease in Leased Orchards (147) (66) - - (Increase)Decrease in Inventory (30) 7 (101) 76

2,012 1,148 2,466 647

Net Cash Flows from Operating Activities 10,322 13,723 10,837 13,492

Note 10. Related Party Transactions

Key Management Personnel

Key management includes all personnel who have the authority and responsibility for planning, directing and controlling the activities of the Group. This includes senior management and directors. On termination, key management personnel are entitled to receive dividends on shares held for a period of two years. Grower directors have packed their kiwifruit with the Company at the standard post harvest charge rates applicable to shareholders.

EastPack Entity Trust

In the normal course of business the Group undertakes transactions with EastPack Entity Trust, a separately audited Trust which adminsiters all post harvest revenues from the sale of kiwifruit on behalf of growers with whom it holds a contract. Payment of post harvest services is made to the Group by EET on behalf of the growers. The trustee of EET is EastPack Limited and EET is administered by EastPack personnel. There is an all obligations unlimited guarantee from EastPack Limited in favour of EET. No related party debbts have been written off or forgiven during the year.

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NOTES TO THE SPECIAL PURPOSE UNAUDITED FINANCIAL STATEMENTS (Continued)For the Year Ended 31 December 2012

Note 10. Related Party Transactions (Continued)

Pine Valley Joint Venture

Pine Valley Joint Venture is an orchard owned by two of the Company's directors, G S Eynon and M J Montgomery. On 21 December 2009, EastPack Limited advanced $500,000 to Pine Valley Joint Venture, with an expiry date of 31 July 2012. The loan is non-interest bearing in consideration for the first right of refusal to lease the Pine Valley Joint Venture site from 31 July 2012 or earlier if the parties agree. On 31 July 2012 the loan was not repaid and the first right of refusal was not taken up by the Company. The loan continues on a month-by-month basis while terms are being re-negotiated. The advance is secured over the investor and transactor shares held by G S Eynon and M J Montgomery.

Te Matai Kiwi Partnership

EastPack Kiwifruit Operations Limited (EKO), a wholly-owned subsidiary of EastPack Limited holds a 10% ownership in Te Matai Kiwi Partnership (TMKP). EKO provides orchard management services and charges TMKP on normal commercial terms. There is a guarantee for the amount of $150,000, plus interest and costs in terms of BNZ's standard guarantee form from EastPack Limited in favour of TMKP.

Note 11. Contingent Liability

EastPack are currently in litigation with a former supplying grower in relation to the alleged illegal removal and destruction of juvenile kiwifruit plants. The plaintiff is seeking compensation of $625k. The Board believe that there is no substance to the claim and have agreed to aggressively defend the claim. Expected legal costs to defend the claim have been accrued.

Note 12. Land and Building Asset Revaluation

EastPack's accounting policy is to initially recognise all items of property, plant and equipment at cost and then subsequently to revalue land, buildings and plant and equipment. Revaluations are undertaken by an independent registered valuer with sufficient frequency to ensure that the carrying value of the item does not differ materially from its fair value. In accordance with this policy the carrying values for land, buildings, plant and equipment (included in the balance of total property, plant and equipment) at 31 December 2012 are based on estimates of market value prepared by an independent valuer dated 9 December 2011.

In light of the proposed merger with Satara Co-operative Group Limited, EastPack directors considered it prudent to request an update from the independent valuer as to whether there is likely to be any material change in estimates of market values for EastPack's land, buildings, plant and equipment since the last valuation. At the preparation date of this document this valuation work was still in progress, but initial indications suggest that market values for post harvest assets may have decreased due to the influence of the higher risk profile of the kiwifruit post harvest industry and reduced rental expectations.

While yet to be finalised, the potential effect of the above may result in a writedown of the carrying value of EastPack's land, buildings, plant and equipment of up to $0.6m, a decrease in net profit after tax by up to $0.8m, an increase in the asset revaluation reserve of up to $0.4m and a decrease in deferred tax of up to $0.2m.

These impacts are currently not reflected in these Special Purpose Unaudited Financial Statements. The final accounting treatment of these items will be incorporated into the audited 2012 Financial Statements.

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NOTES TO THE SPECIAL PURPOSE UNAUDITED FINANCIAL STATEMENTS (Continued)For the Year Ended 31 December 2012

Note 13. Pseudomonas syringae pv actinidiae ("Psa")

In November 2010 a bacterial disease of kiwifruit vines, Pseudomonas syringae pv actinidiae ("Psa") was discovered in New Zealand. Two strains of the disease have been identified. One particular strain, termed Psa-V, is particularly virulent and has the capability to destroy kiwifruit vines in the right environmental conditions. Since 2010 the disease has spread throughout the Bay of Plenty and to South Auckland, Waikato, Northland and Hawkes Bay. The Hort 16a Gold variety is extremely susceptible to Psa-V and it has become apparent that this variety is unlikely to survive the disease.

It must be noted that no variety is resistant to Psa-V. The more tolerant varieties such as Green Hayward and Gold G3 have also shown unwelcome symptoms of the disease, though these varieties are also showing evidence of "growing through" the disease, with healthy canes apperaing past perviously detected infections.

Impact on EastPack

In 2011 EastPack packed the largest volume of Hort 16a Gold in the industry, with 8.6 million trays. As such, EastPack is extremely vulnerable to the effects of Psa-V. In 2012 the Hort 16a Gold volume packed by EastPack fell to 5.5 million trays. While there were 2.1 million net new grower trays introduced to EastPack in 2012, total Class 1 volumes packed fell from 21.3 million in 2011 to 18.9 million in 2012. Current estimates for 2013 are for a further decrease in volumes, due both to Psa-V and to conversions to new varieties. However, these are expected to be offset by tray volumes from new growers to EastPack, which stood at over 1.1 million by December 2012.

With a decrease in supply of kiwfruit, the post harvest industry faces an oversupply of capacity. This has seen reductions in the prices being offered to growers for post harvest services. EastPack has not been immune. In fact EastPack lead the way with our"20/20" offer to reduce post harvest prices for 2012. The decrease in pricing coupled with the fall in volumes and change in varietal mix has had the impact of decreasing the Company's revenues in 2012 by $15.5 million. This has partially been offset by further operational efficiencies and lower overheads.

Outlook

Until Psa-V can be reasonably controlled the future of the industry remains uncertain and there continues to be the potential for significant impact on the Company's future earnings and asset values. However, at this time, no reliable estimate of the future financial impact, if any, from Psa-V can be made, suffice to say that areas which may be impacted in the future by Psa-V are: - a reduction in profitability through further crop volume reductions and/or further pricing reductions - a further reduction in property values due to reduced throughput or decreased industry rental capital rates. - an impairment to Leased Orchards work in progress carrying value - susceptible if the leased crops do not survive to harvest and the orchard owner cannot cover the growing costs;

The Directors' view is that there remains significant uncertainty as to any future impact of Psa-V on the Company. However, the Company's excellent operational performance and strong balance sheet means EastPack is among the healthiest of the post harvest operators to weather this storm. With spare capacity in the industry it is expected that there will be some form of rationalisation in the post harvest sector and the Company's strong financial position puts it in good stead to take advantage of any opportunities that may arise.

Page 12

81

EastPack Limited

NOTES TO THE SPECIAL PURPOSE UNAUDITED FINANCIAL STATEMENTS (Continued)For the Year Ended 31 December 2012

Group Group Parent ParentNote 14. Net Tangible Asset Per Investor Share 2012 2011 2012 2011

Unaudited Unaudited

Net Tangible Assets $ 28,564 $ 26,631 $ 26,940 $ 25,151

Weighted Average Number of Ordinary Shares Issued 24,503 24,503 24,503 24,503

Net Tangible Assets Per Investor Share $ 1.17 $ 1.09 $ 1.10 $ 1.03

This note should be read in conjunction with Notes 12 and 13 with regards to the Psa risk to the industry and the possible impact on future asset values.

Page 13

82

appendiX 10(also being an appendix to the Investment Statement)

SATARA SPECIAL PURPOSE UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2012

83

Satara Co-operative Group Ltd

SPECIAL PURPOSE UNAUDITED FINANCIAL STATEMENTS For the Twelve Months Ended 31 December 2012

Financial Summary Revenue from ordinary activities down 8% at $46,596,000

Profit / (Loss) before building impairment and tax down from $1,619,000 to $624,000

Year Ended Year Ended

31-Dec-12 31-Dec-11

Earnings Per Investor Share

Reported basic and diluted earnings per Investor share (cents per share)

N/A (1.3)

Basic and diluted earnings per Investor share before non-recurring items (cents per share)

N/A 16.0

Note: Until the items discussed in Important Notes I and II below are finalised the Directors consider it is not appropriate to show Earnings Per Investor Share figures for 2012.

Year Ended Year Ended

31-Dec-12 31-Dec-11

Dividend

Dividend (fully imputed)

NIL NIL

No dividend has been declared for the year ended 31 December 2012 IMPORTANT NOTES:

I. Amendment of Coolstore Plant Carrying Values During the preparation of the 2012 valuation of Land and Buildings it was identified that certain items of coolstore plant had been included in both the Land and Buildings and Plant and Equipment carrying values. The impact of this was to overstate fixed asset Property Plant and Equipment as at 31 December 2011 by some $3.1m and at 31 December 2012 by some $2.7m. These amounts will be fully quantified and amended in the final audited statutory accounts, but this set of Special Purpose Financial Statements has not been adjusted.

II. Valuation of Land and Buildings At the preparation date of these Special Purpose Financial Statements, the Company has engaged Property Solutions (BOP) Limited to conduct a Registered Valuation of Land and Buildings but this has not yet been concluded. Initial indications from the Valuer are that Land and Building valuations will decrease, and this has been influenced by the higher risk profile of the kiwifruit post harvest industry and reduced rental expectations.

The following table shows the potential estimated impact (subject to finalisation of the estimates and audit) of the above issues on the amounts shown in the Special Purpose Financial Statements on Property Plant and Equipment if adjusted in the current year, as follows:

Land and Buildings

$’000 Plant & Equipment

$’000 Total $’000

Carrying Value as per the Special Purpose Financial Statements 27.3 11.1 38.4 Amendment relating to Coolstore Plant (estimate) - (2.7) (2.7)

Potential 2012 revaluation (estimate) (2.3) - (2.3) Total 25.0 8.4 33.4

The potential effect of these adjustments if all recognised in the 2012 financial year, is a reduction of $5.0m to the value of Land, Buildings, Plant and Equipment, a reduction of $2.7m to the Statement of Financial Performance, a $2.4m reduction to the Asset Revaluation Reserve, and a $0.5m reduction to Deferred Tax Liabilities. It is possible that the amendment relating to Coolstore Plant will be made via a prior year adjustment. These adjustments have not been included within these Special Purpose Financial Statements. The final accounting treatment of these items is being finalised and will be incorporated in the audited 2012 Financial Statements.

84

Satara Co-operative Group Ltd

SPECIAL PURPOSE UNAUDITED FINANCIAL STATEMENTS For the Twelve Months Ended 31 December 2012

Table of Contents

SPECIAL PURPOSE UNAUDITED INCOME STATEMENT ....................................................................................................................... 1

SPECIAL PURPOSE UNAUDITED STATEMENT OF COMPREHENSIVE INCOME.................................................................................... 2

SPECIAL PURPOSE UNAUDITED STATEMENT OF FINANCIAL POSITION ............................................................................................. 3

SPECIAL PURPOSE UNAUDITED STATEMENT OF CASH FLOWS.......................................................................................................... 4

NOTES TO THE SPECIAL PURPOSE UNAUDITED FINANCIAL STATEMENTS ....................................................................................... 5

Note1. Reporting Entity......................................................................................................................................................... 5

Note 2. Basis of Preparation .................................................................................................................................................. 5

Note 3. Accounting Estimates and Judgments ........................................................................................................................ 5

Note 4. Segment Reporting ................................................................................................................................................... 5

Note 5. Distributions to Shareholders ..................................................................................................................................... 7

Note 6. Earnings Per Share ................................................................................................................................................... 8

Note 7. Investments In Equity Accounted Investees................................................................................................................ 8

Note 8. Land and Buildings Asset Revaluation and Coolstore Plant Amendment of Carrying Value .......................................... 8

This Special Purpose Unaudited Financial Report does not include all the notes of the type normally included in the final audited Annual Financial Report. Accordingly, judgement should be used when reading this report and should be read in conjunction with the 2011 Annual Report.

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Satara Co-operative Group Ltd

SPECIAL PURPOSE UNAUDITED INCOME STATEMENT For the Twelve Months Ended 31 December 2012

Group

Parent

2012 2011

2012 2011

Notes $'000 $'000

$'000 $'000 Revenue

Revenue from Services

41,866 46,850

41,371 46,152 Sale of Goods 4,730 3,883

4,730 3,883

Dividend from Subsidiaries - -

- -

4 46,596 50,733

46,101 50,035

Cost of Sales

(40,432) (44,582)

(40,094) (43,831)

Gross Margin

6,164 6,151

6,007 6,204

Other Income 221 297

304 410 Administrative Expenses (2,596) (2,893)

(2,594) (2,880)

Other Expenses (2,767) (3,455)

(2,767) (3,441)

(5,142) (6,051)

(5,057) (5,912)

Result From Operating Activities 1,022 100

950 292

Net Finance Costs

Finance income 19 102

17 102

Finance expenses (524) (610)

(524) (609)

(505) (507)

(507) (507)

Share of profit of equity accounted investees 107 94

- -

Operating Result Before Tax & Rebate 624 (313)

443 (215)

Rebate to Shareholders 5 - (10)

- (10)

Profit / (Loss) Before Tax 624 (323)

443 (225)

Tax income / (expense) (3) 109

- 286

Profit / (Loss) for the Year 621 (214)

443 61

Basic and diluted earnings per share (cents per share) 6 N/A (1.3)

These Special Purpose Unaudited Financial Statements do not incorporate any 2012 building impairment and plant and equipment amendment as discussed in Important Notes I and II.

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Satara Co-operative Group Ltd

SPECIAL PURPOSE UNAUDITED STATEMENT OF COMPREHENSIVE INCOME For the Twelve Months Ended 31 December 2012

Group Parent 2012 2011 2012 2011 Notes $'000 $'000 $'000 $'000 Profit/(Loss) for the Year 621 (214) 443 61 Other Comprehensive Income: Effective Portion of Changes in Fair Value Cash Flow Hedges 31 (17) 31 (17) Revaluation of Property - (4,983) - (4,983)

Total Other Comprehensive Income 31 (5,000) 31 (5,000) Total Comprehensive Income/(Loss) for the Year 652 (5,214) 474 (4,940)

These Special Purpose Unaudited Financial Statements do not incorporate any 2012 building impairment and plant and equipment amendment as discussed in Important Notes I and II.

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Satara Co-operative Group Ltd

SPECIAL PURPOSE UNAUDITED STATEMENT OF FINANCIAL POSITION As at 31 December 2012

Group Parent

2012 2011 2012 2011

Notes $'000 $'000 $'000 $'000 Current Assets

Cash and Cash Equivalents 2,329 1,724 926 1,072 Biological Assets 2,635 2,072 2,635 2,072 Inventory 889 761 889 761 Trade and Other Receivables 3,076 2,403 2,849 2,653 Supplier Commitment 1,116 1,668 1,116 1,668 Taxation Receivable 343 270 218 147 Total Current Assets 10,388 8,898 8,633 8,374 Non-Current Assets Investments 397 336 1,149 1,139 Investments in Equity Accounted Investees 7 954 931 660 660 Property, Plant & Equipment 8 38,354 39,518 38,354 39,518 Intangible Assets 830 791 830 791 Total Non-Current Assets 40,535 41,576 40,993 42,108 Total Assets 50,923 50,474 49,626 50,481 Current Liabilities Loans and Borrowings 3,500 - 3,500 - Refunds Due to Resigned Shareholders 190 195 190 195 Tax Payable - - - - Trade Creditors and Other Payables 4,130 4,076 2,545 3,616 Finance Leases 115 137 115 137 Employee Entitlements 394 340 394 340 Derivatives 12 42 12 42 Total Current Liabilities 8,341 4,790 6,756 4,330 Non-Current Liabilities Loans and Borrowings 4,500 8,000 4,500 8,000 Refunds Due to Resigned Shareholders 1,627 1,662 1,627 1,662 Transactor Share Capital 6,036 6,188 6,036 6,188 Deferred Taxation 4,322 4,322 4,322 4,322 Employee Entitlements 40 107 40 107 Advances from Subsidiaries - - 6,888 6,888 Total Non-Current Liabilities 16,525 20,280 23,413 27,167 Total Liabilities

24,866 25,070 30,169 31,497

Net Assets

26,057 25,405

19,457 18,984

Equity Share Capital 1,549 1,549 1,549 1,549

Reserves 8 10,856 10,826 10,856 10,826 Other Non Controlling Interests 222 222 - - Retained Earnings

13,430 12,808 7,052 6,609

Total Equity

26,057 25,405 19,457 18,984

These Special Purpose Unaudited Financial Statements do not incorporate any 2012 building impairment and plant and equipment amendment as discussed in Important Notes I and II.

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Satara Co-operative Group Ltd

SPECIAL PURPOSE UNAUDITED STATEMENT OF CASH FLOWS For the Twelve Months Ended 31 December 2012

Group Parent 2012 2011 2012 2011 Notes $'000 $'000 $'000 $'000 Cash Flows From Operating Activities Receipts from Orchard & Post Harvest Activities

46,476 50,523 46,198 49,310

Interest Income

20 36 18 36 Dividend Income

82 174 82 174

Interest Paid

(427) (586) (427) (586)

Income Tax Paid

(76) (150) (71)

(124) Payment to Suppliers & Employees

(43,512) (47,248) (43,991) (46,031)

Rebates Paid to Transactor Shareholders

- (10) - (10) Net Cash Flow from Operating Activities 2,563 2,739 1,809 2,769 Cash Flows from Investing Activities Sale of Property, Plant & Equipment 7 22 7 22 Cash received on behalf of Subsidiaries for Sale of Property, Plant & Equipment - - - - Return on Investments (6) - (3) - Purchase/Sale of Investments - - - - Advances to Associates - - - 3 Purchase of Intangibles (216) (276) (216) (276) Purchase of Property, Plant & Equipment (1,551) (859) (1,551) (859)

Net CashFlows from Investing Activities (1,766) (1,113) (1,763)

(1,110)

Cash Flows from Financing Activities Increase in Transactor Share Capital 2 6 2 6 Repayment of Borrowings - (388) - (388) Payments to Resigned Shareholders (194) (258) (194) (258) Dividends Paid - - - -

Net Cash Flows from Financing Activities (192) (640) (192) (640) Net Increase/(Decrease) in Cash and Cash Equivalents 605 986 (146) (1,019) Cash and Cash Equivalents at the Beginning of the Financial Year

1,724 738 1,072 53

Cash and Cash Equivalents at the End of the Financial Year 2,329 1,724 926

1,072 The above statements should be read in conjunction with the accompanying notes. These Special Purpose Unaudited Financial Statements do not incorporate any 2012 building impairment and plant and equipment amendment as discussed in Important Notes I and II.

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Satara Co-operative Group Ltd

NOTES TO THE SPECIAL PURPOSE UNAUDITED FINANCIAL STATEMENTS For the Twelve Months Ended 31 December 2012

Note 1. Reporting Entity

Satara Co-operative Group Limited (the “Company”) is a company domiciled in New Zealand, registered under the Companies Act 1993 and the Co-operative Companies Act 1996, and listed on the New Zealand Alternative Stock Exchange (“NZAX”). The Company is an issuer in terms of the Financial Reporting Act 1993. These unaudited special purpose financial statements for the year ended 31 December 2012 comprise the Company and its subsidiaries (together referred to as the “Group”) and the Group’s interest in associates. Satara Co-operative Group Limited is primarily involved in post harvest operations for the kiwifruit and avocado industries. These unaudited Special Purpose Financial Statements were approved by the Board of Directors on the 3rd February 2013.

Note 2. Basis of Preparation

These Special Purpose Financial Statements have been prepared for the purpose of this merger document in order to provide financial information in relation to the 2012 year within the merger timetable, and do not comply with New Zealand Generally Accepted Accounting Practices. They do not take into account the 2012 building impairment and the amendment of Plant and Equipment carrying values and do not contain all the disclosure notes that would be required for full reporting financial statements. Further adjustments will also be required to the tax charge and the deferred tax balances. The final audited financial statements will materially differ from these accounts in relation to these matters. Certain tables may not add due to rounding. Note 3. Accounting Estimates and Judgements The preparation of these Special Purpose Financial Statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Note 4. Segment Reporting

Satara has four reportable segments being; Post Harvest, which includes packing, cool storage and associated activities for the kiwifruit and avocado industries; Orchards, which includes orchard contracting and management services to the kiwifruit industry and leasing of kiwifruit orchards under short

term contracts; Grower Services, which includes liaison and support of the grower supply base, marketing and business development initiatives; and Support Services, which incorporates all business support activities including finance, IT, HR, technical and quality functions.

These segments are similar in nature to those reported in the audited financial statements for the year ended 31 December 2011. The Executive Management Team assesses the performance of the operating segments based on a measure of adjusted Earnings Before Interest, Tax, Depreciation and Amortisation (“EBITDA”). This measurement basis excludes the effects of non-recurring expenditure from the operating segments such as restructuring costs.

There are varying levels of integration between the Orchard and Post Harvest operating segments including the provision of post harvest services to leased orchards. Inter-segment pricing is determined on an arm’s length basis.

These Special Purpose Unaudited Financial Statements do not incorporate any 2012 building impairment and plant and equipment amendment as discussed in Important Notes I and II.

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Satara Co-operative Group Ltd

NOTES TO THE SPECIAL PURPOSE UNAUDITED FINANCIAL STATEMENTS For the Twelve Months Ended 31 December 2012

Note 4. Segment Reporting (cont’d) The unaudited segment information provided to the Executive Management Team for the reportable segments for the full year ended 31 December 2012 is as follows:

Post

Grower Support

Harvest Orchards Services Services Total $'000 $'000 $'000 $'000 $'000

Total Revenue 36,492 9,494 - 610 46,596

Share of Profit of Equity Accounted Investees - - - 107 107

Earnings before Interest, Tax, Depreciation & Amortisation & Unallocated Amounts 8,847 309 (995) (1,328) 6,833

The audited segment information for the year ended 31 December 2011 is as follows:

Post

Grower Support

Harvest Orchards Services Services Total $'000 $'000 $'000 $'000 $'000

Total Revenue 41,539 8,877 - 317 50,733

Share of Profit of Equity Accounted Investees - - - 94 94

Earnings before Interest, Tax, Depreciation & Amortisation & Unallocated Amounts 8,419 797 (1,325) (1,103) 6,788

These Special Purpose Unaudited Financial Statements do not incorporate any 2012 building impairment and plant and equipment amendment as discussed in Important Notes I and II.

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Satara Co-operative Group Ltd

NOTES TO THE SPECIAL PURPOSE UNAUDITED FINANCIAL STATEMENTS For the Twelve Months Ended 31 December 2012

Note 4. Segment Reporting (cont’d)

Group

2012 2011

$'000 $'000 Total Earnings Before Interest, Tax, Depreciation & Amortisation for Reportable Segments 6,832 6,788 Unallocated amounts

Amalgamation/Merger and Strategic Review Costs

(16) (126) Asset Impairment/Revaluation Charges

- (1,942)

Commitment Payments

(2,695) (770) Fruit Quality Claim

- (199)

Impairment of Loans to Associates & Reserves

- (206) Legal Expenses Non Recurring (78) (2) Net Loss on Sale of Property, Plant & Equipment

(26) (32)

Other One Off Costs

(30) (39) Restructure and Redundancy Costs

- (145)

Total Earnings Before Interest, Tax, Depreciation & Amortisation

3,987 3,327

Depreciation and Amortisation

(2,860) (3,069)

Net Interest

(503) (570)

Rebate to Shareholders

- (10)

Consolidated Profit / (Loss) Before Tax 624 (323) Kiwifruit suppliers were paid a 20 cent per class 1 tray loyalty payment in spring 2012 for their 2013 supplier commitment of $1,116,000 (2011: $0.20 per class 1 tray $1,668,000).

Note 5. Distributions to Shareholders

(a) Dividends Paid to Investor Shareholders

Parent

2012 2011

$'000 $'000 Dividend Paid

- -

- - No Dividend has been declared in relation to the year ending 31 December 2012

(b) Rebates to Transactor Shareholders

Group & Parent

2012 2011

$'000 $'000 Final rebate for the year ended 31 December 2012 of Nil cents (2011: Nil cents) per Class 1 tray - 10 Under / (over) provision of prior year rebates

-

Avocado rebate paid during the year

- - 10 The final rebate declared for the year ended of Nil cents (2011: Nil cents) per Class 1 kiwifruit tray

The $10,000 rebate in 2011 related to the 2010 year.

These Special Purpose Unaudited Financial Statements do not incorporate any 2012 building impairment and plant and equipment amendment as discussed in Important Notes I and II.

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Satara Co-operative Group Ltd

NOTES TO THE SPECIAL PURPOSE UNAUDITED FINANCIAL STATEMENTS For the Twelve Months Ended 31 December 2012

Note 6. Earnings Per Share

Group 2012 2011

Basic and diluted earnings per share (cents per share) N/A (1.3)

The calculation of basic and diluted earnings per share at 31 December 2011 was based on the loss attributable to Investor shareholders of ($214,000) and a weighted average number of investor shares of 16,340,361. Until the items discussed in Note 8 below are finalised, the Directors consider it is not appropriate to disclose a 2012 Earnings Per Share figure.

Note 7. Investments In Equity Accounted Investees

Ownership Interest

Group Parent

2012 2011 2012 2011 2012 2011

$'000 $'000 $'000 $'000 Kiwi Produce Limited 20% 20%

954 931

660 660

Note 8. Land and Building Asset Revaluation and Coolstore Plant Amendment of Carrying Value Amendment of Coolstore Plant Carrying Values During the preparation of the 2012 valuation of Land and Buildings it was identified that certain items of coolstore plant had been included in both the Land and Buildings and Plant and Equipment carrying values. The impact of this was to overstate fixed asset Property Plant and Equipment as at 31 December 2011 by some $3.1m and at 31 December 2012 by some $2.7m. These amounts will be fully quantified and amended in the final audited statutory accounts, but this set of Special Purpose Financial Statements has not been adjusted.

Valuation of Land and Buildings At the preparation date of these Special Purpose Financial Statements, the Company has engaged Property Solutions (BOP) Limited to conduct a Registered Valuation of Land and Buildings but this has not yet been concluded. Initial indications from the Valuer are that Land and Building valuations will decrease, and this has been influenced by the higher risk profile of the kiwifruit post harvest industry and reduced rental expectations.

The following table shows the potential estimated impact (subject to finalisation of the estimates and audit) of the above issues on the amounts shown in the Special Purpose Financial Statements on Property Plant and Equipment if adjusted in the current year, as follows:

Land and Buildings

$’000 Plant & Equipment

$’000 Total $’000

Carrying Value as per the Special Purpose Financial Statements 27.3 11.1 38.4 Amendment relating to Coolstore Plant (estimate) - (2.7) (2.7)

Potential 2012 revaluation (estimate) (2.3) - (2.3) Total 25.0 8.4 33.4

The potential effect of these adjustments if all recognised in the 2012 financial year, is a reduction of $5.0m to the value of Land, Buildings, Plant and Equipment, a reduction of $2.7m to the Statement of Financial Performance, a $2.4m reduction to the Asset Revaluation Reserve, and a $0.5m reduction to Deferred Tax Liabilities. It is possible that the amendment relating to Coolstore Plant will be made via a prior year adjustment. These adjustments have not been included within these Special Purpose Unaudited Financial Statements. The final accounting treatment of these items is being finalised and will be incorporated in the audited 2012 Financial Statements.

93

Shareholder 1 (Grower)

Satara shareholding Entitlement on Amalgamation

Resolutions entitled to vote on

Transactor shares (issued) 1200 1000 EastPack Transactor shares

Resolution 1

Resolution 4Total paid up on Transactor shares

$1,000

Investor shares 2500 2500 EastPack Investor shares

Trays supplied 2010 950

Trays supplied 2011 1000 (highest in three seasons)

Special Dividend: $125 (fully imputed)

Trays supplied 2012 970

Shareholder 2 (Grower)

Satara shareholding Entitlement on Amalgamation

Resolutions entitled to vote on

Transactor shares (issued) 10,500 1000 EastPack Transactor shares

Resolution 1

Resolution 5Total paid up on Transactor shares

$10,000

Investor shares 50,000 42,000 EastPack Investor shares

Trays supplied 2010 9500 $4,800 cash in lieu of excess Investor shares

Trays supplied 2011 9200 ($4,480 payable within 5 business days of Amalgamation and $320 payable on 30 June 2014)

Trays supplied 2012 10,500 (highest in three seasons)

Special Dividend: $2,500 (fully imputed)

appendiX 11EXAMPLES OF SATARA SHAREHOLDER ENTITLEMENTS AND VOTING RIGHTS

94

Shareholder 3 (Grower)

Satara shareholding Entitlement on Amalgamation

Resolutions entitled to vote on

Transactor shares (issued) None None Resolution 1

Resolution 3Total paid up on Transactor shares

None

Investor shares 100,000 $60,000 cash

Trays supplied 2010 N/A ($56,000 payable within 5 business days of Amalgamation and $4,000 payable on 30 June 2014)

Special Dividend: $5,000 (fully imputed)

Trays supplied 2011 N/A

Trays supplied 2012 N/A