SEA HARVEST GROUP LIMITED (Incorporated in the Republic of South Africa) Registration Number: 2008/001066/06 Share code: SHG ISIN: ZAE000240198 (“Sea Harvest”) TERRASAN GROUP LIMITED (Incorporated in the Republic of South Africa) Registration Number: 1963/005230/06 (“Terrasan") JOINT ANNOUNCEMENT OF THE FIRM INTENTION BY – SEA HARVEST TO ACQUIRE (THROUGH ITS SUBSIDIARIES) TERRASAN'S PELAGIC BUSINESS AND A PORTION OF ITS ABALONE BUSINESS; AND TERRASAN TO REPURCHASE ITS OWN SHARES PURSUANT TO AN INTERNAL REORGANISATION 1. INTRODUCTION AND BACKGROUND This announcement (“Joint Firm Intention Announcement”) is issued by Terrasan in compliance with Regulation 101 of the Companies Regulations, 2011 (“Companies Regulations”), and by Sea Harvest in compliance with section 9 of the JSE Listings Requirements. 1.1 Terrasan Internal Reorganisation 1.1.1 Shareholders of Terrasan (“Terrasan Shareholders”) are hereby advised that Terrasan shall implement an internal reorganisation of the Terrasan group of companies ("Terrasan Group") in anticipation of the implementation of the transactions as contemplated in this Joint Firm Intention Announcement, aimed at reorganising the Terrasan Group structure in the manner set out in paragraph 1.1.3 (the "Terrasan Internal Reorganisation"). As part of the Terrasan Internal Reorganisation, Terrasan has inter alia communicated (with the board of directors of Terrasan) its firm intention to repurchase 23.06% of the issued shares in Terrasan from Terrasan Beleggings Proprietary Limited ("Terrasan Beleggings"), in terms of section 48(8)(b) read with sections 114 and 115 of the Companies Act, No. 71 of 2008 (“Companies Act”) ("Terrasan Share Repurchase"). In order to implement the Terrasan Share Repurchase, Terrasan, Terrasan Beleggings and Agri-Vie Fund II Proprietary Limited and Agri-Vie II Investments Proprietary Limited (collectively "Agri-Vie") have entered into a transaction agreement dated 15 January 2024 ("Agri-Vie Transaction Agreement"), in terms of which: 1.1.1.1 Agri-Vie will dispose of their shareholding in Terrasan (constituting 23.06% of the issued shares therein, which will be disposed of through a series of transactions whereby no more than 10% of the total issued shares in Terrasan will be acquired each time) to Terrasan Beleggings on loan account ("Agri-Vie Transaction"), which shares Terrasan will subsequently repurchase from Terrasan Beleggings; and 1.1.1.2 Terrasan Beleggings will settle the aforementioned loan claim by transferring to Agri-Vie shares constituting 36.93% of the issued shares in Aqunion Proprietary Limited ("Aqunion"), claims constituting 36.93% of all of the claims which Terrasan Beleggings has against Aqunion, and making a cash payment to Agri-Vie being an initial guaranteed payment of R32,267,685 (thirty two million two hundred and sixty seven thousand six hundred and eighty five Rand) with the remaining amount, to an aggregate maximum of R3,414,143, to be paid on an earn-out basis. 1.1.2 The shareholding structure of the Target Entities (defined in paragraph 2.1.3.1) prior to implementation of the Terrasan Internal Reorganisation is as set out below: 1.1.3 The Terrasan Internal Reorganisation (prior to implementing the Agri-Vie Transaction) will entail the following steps: 1.1.3.1 Aqunion Group Proprietary Limited ("Aqunion Group") will transfer its 51.01% shareholding in Marifeed Proprietary Limited ("Marifeed"), its 51% shareholding in Diamond Coast Abalone Proprietary Limited ("DCA") and a loan claim against DCA, to Aqunion, in exchange for the issue of further shares in Aqunion; 1.1.3.2 Aqunion will declare a dividend to its sole shareholder (Aqunion Group) with the dividend being settled through the creation of loan accounts in favour of Aqunion Group; 1.1.3.3 Aqunion Group will distribute the shares it holds in Aqunion and the loan claims it holds against Aqunion (obtained in terms of the step set out in paragraph 1.1.3.2) to its sole shareholder (being Terrasan Beleggings); 1.1.3.4 Terrasan Finansiering Proprietary Limited ("Terrasan Finansiering") will dispose of a loan claim against Aqunion and a loan claim against DCA, to Terrasan Beleggings and the purchase consideration will remain outstanding on loan account; 1.1.3.5 Terrasan Finansiering will transfer the Romansbaai land situated at Portion 2 of the Klipfontein Farm No 711 Gansbaai, held under Title Deed No T6678/2004 ("Romansbaai") to a new subsidiary of Terrasan Finansiering ("TF Newco") in exchange for the issue of further shares in TF Newco to Terrrasan Finansiering; 1.1.3.6 TF Newco will declare a dividend equal to its full value to its sole shareholder (being Terrasan Finansiering), which is to remain outstanding on loan account; 1.1.3.7 Terrasan Finansiering will distribute the shares it holds in TF Newco and the loan claim it holds against TF Newco (obtained in terms of the step set out in paragraph 1.1.3.6) to its sole shareholder (being Terrasan Beleggings); 1.1.3.8 Terrasan Beleggings will dispose the 100% shareholding in TF Newco and the loan claim it holds against TF Newco (obtained in terms of the step set out in paragraph 1.1.3.7) to Aqunion, and the purchase consideration will remain outstanding on loan account; 1.1.3.9 the Trustees for the Time Being of the Saldanha Foods Employee Trust ("SFET") will transfer its 40% shareholding in Saldanha Foods Proprietary Limited ("Saldanha Foods") to Saldanha Employees Investment Company Proprietary Limited ("SFET Newco") (all the shares in which are held by SFET) in exchange for the issue of further shares in SFET Newco to SFET; 1.1.3.10 West Point Processors Proprietary Limited ("West Point Processors") will repurchase 22% of its issued shares from La Vie Seafood Products Proprietary Limited ("La Vie") and similarly Saldanha Foods will repurchase 40% of its issued shares from SFET Newco; 1.1.3.11 Saldanha Foods will make a distribution of its assets to Saldanha Protein Proprietary Limited ("Saldanha Protein") in anticipation of its liquidation; 1.1.3.12 West Point Fishing Corporation Proprietary Limited ("WP Fishing") will declare a dividend equal to its full value to its sole shareholder (being Saldanha Protein) with a portion of R9,073,767 (nine million seventy three thousand seven hundred and sixty seven Rand) being paid in cash and the balance being settled through the creation of loan accounts in favour of Saldanha Protein up to a maximum amount of R189,464,797 (one hundred and eighty nine million four hundred sixty four thousand seven hundred and ninety four Rand); 1.1.3.13 Saldanha Protein will distribute the shares it holds in WP Fishing and the loan claims that it holds against WP Fishing (obtained in terms of the step set out in paragraph 1.1.3.12) to its sole shareholder (being Terrasan Beleggings); 1.1.3.14 Terrasan Finansiering will transfer the Terrasan Head Office Building situated at 2 Kiepsersol Close, Plattekloof, Parow, 7500 ("Terrasan Head Office Building") to Saldanha Sales and Marketing Proprietary Limited ("SSM") for a purchase consideration of R20,000,000 (twenty million), with the purchase consideration being settled by the reduction of Terrasan Finansiering's loan account with SSM; 1.1.3.15 SSM will dispose of its remaining loan claims against Terrasan Finansiering (after implementation of the step set out in paragraph 1.1.3.14) to a subsidiary of Terrasan Beleggings and the purchase consideration will remain outstanding on loan account; and 1.1.3.16 SSM will declare a dividend to its sole shareholder (being Terrasan Beleggings) equal to 15% of its value, and which will remain outstanding on loan account. 1.1.4 The shareholding structure of the Target Entities immediately after implementation of the Terrasan Internal Reorganisation, but prior to implementation of the Agri-Vie Transaction and the Sea Harvest Transaction (as defined below) is as set out below: 1.2 Sea Harvest Transaction 1.2.1 Further, Terrasan Shareholders and shareholders of Sea Harvest (“Sea Harvest Shareholders”) are hereby advised that Sea Harvest has, in terms of an implementation agreement concluded between Sea Harvest, Sea Harvest Aquaculture Proprietary Limited (“Sea Harvest Aquaculture”), Sea Harvest Pelagic Fishing Proprietary Limited (“Sea Harvest Pelagic”), Terrasan, Terrasan Beleggings and Agri-Vie on 15 January 2024 (“Implementation Agreement”), and a share purchase agreement concluded between the aforementioned parties, other than Agri-Vie, on 12 January 2024 (“Share Purchase Agreement”), communicated (to the board of Terrasan) its firm intention to acquire, through certain of Sea Harvest's subsidiaries, certain subsidiaries in the Terrasan Group, which subsidiaries constitute the greater part of the assets and undertaking of Terrasan (having regard to the consolidated financial statements of Terrasan) in terms of section 115(2)(b) read with section 112 of the Companies Act, (“Sea Harvest Transaction” or the “Acquisition”). 1.2.2 In terms of the Sea Harvest Transaction - 1.2.2.1 Sea Harvest Pelagic, an indirect wholly-owned subsidiary of Sea Harvest, will acquire from Terrasan Beleggings: 1.2.2.1.1 88,300 ordinary no par value shares in the issued share capital of WP Fishing, held by Terrasan Beleggings, constituting 100% of all the issued ordinary no par value shares in WP Fishing (the "WP Fishing Shares"); 1.2.2.1.2 all of the claims of whatsoever nature and however arising which any company within the Terrasan Group, including Terrasan Beleggings has against WP Fishing as at 31 December 2023, and 100% of any claims that any Terrasan Group company has against WP Fishing as a result of the Terrasan Internal Reorganisation as at the closing date of the Sea Harvest Transaction (the "WP Fishing Claims"); 1.2.2.1.3 101 ordinary no par value shares in the issued share capital of SSM, held by Terrasan Beleggings, constituting 100% of all the issued ordinary no par value shares in SSM (the "SSM Shares"); and 1.2.2.1.4 all of the claims of whatsoever nature and however arising which any company within the Terrasan Group, including Terrasan Beleggings, has against SSM as at 31 December 2023, and 100% of any claims that any Terrasan Group company has against any SSM group company as a result of the Terrasan Internal Reorganisation as at the closing date of the Sea Harvest Transaction (the "SSM Claims"); 1.2.2.2 Sea Harvest Aquaculture, a wholly-owned subsidiary of Sea Harvest, will acquire from Terrasan Beleggings: 1.2.2.2.1 6,307 ordinary no par value shares in the issued share capital of Aqunion, constituting 63.07% of all the issued ordinary no par value shares in Aqunion (the "Aqunion Shares"); and 1.2.2.2.2 63.07% of all of the claims of whatsoever nature and however arising which any company within the Terrasan Group, including Terrasan Beleggings, has against Aqunion as at 31 December 2023, and 63.07% of any claims that any Terrasan Group company has against any Aqunion group company as a result of the Terrasan Internal Reorganisation as at the closing date of the Sea Harvest Transaction (the "Aqunion Claims"). 1.2.3 The shareholding structure of the Target Entities after implementation of the Agri-Vie Transaction and the Sea Harvest Transaction is as set out below: 2. RATIONALE 2.1 Sea Harvest Transaction 2.1.1 Description of the business of Sea Harvest The Sea Harvest group of companies ("Sea Harvest Group") is a leading seafood and aquaculture business. Following its listing on the exchange operated by JSE Limited ("JSE") in 2017, Sea Harvest has actively sought to grow organically and via acquisitions in the fishing and aquaculture sectors in line with its strategy and vision of becoming one of the largest black-owned diversified global seafood businesses. Sea Harvest was established in 1964 in Saldanha Bay on the West Coast of South Africa, and since then has developed into the diversified and transformed business of today. The principal seafood business of Sea Harvest is the fishing of Cape hake in South Africa as well as Shark Bay and Exmouth prawns in Australia, the processing of the catch into value-added frozen and non-frozen seafood for marketing and sale, the sustainable farming of abalone and the marketing of abalone. In line with its vision and strategy Sea Harvest has also, relatively recently, acquired Ladismith Cheese and BM Foods. Further information on Sea Harvest is available online at https://seaharvestgroup.co.za. 2.1.2 Description of the business of Terrasan Beleggings Terrasan Beleggings is a wholly-owned subsidiary of Terrasan, an investment holding company established in South Africa in 1963 which currently holds investments in the pelagic fishing and aquaculture industries (including the abalone industry), and the property sector. 2.1.3 Description of the businesses of the Target Entities 2.1.3.1 SSM, WP Fishing, West Point Processors, Aqunion, , Marifeed and DCA (the "Target Entities") comprise of two separate businesses – (i) a fishing business comprising of SSM and WP Fishing (which will hold all the shares in West Point Processors following implementation of the Terrasan Internal Reorganisation), that is engaged in the catching, processing and sale of pelagic fish (the “Pelagic Business”), and (ii) an aquaculture business comprising of Aqunion (which will hold 51.01% of the shares in Marifeed, and 51% of the shares in DCA following implementation of the Terrasan Internal Reorganisation), that is engaged in the farming, processing and sale of abalone (the “Abalone Business”). 2.1.3.2 The Pelagic Business is a well-established vertically integrated pelagic fishing business based in St. Helena Bay on the West Coast of South Africa, engaged in the catching, processing and sale of pelagic fish. The Pelagic Business comprises of SSM and WP Fishing (and will collectively immediately after implementation of the Internal Reorganisation hold 100% of the shares in West Point Processors). Founded in 1905 and employing 606 people, WP Fishing operates a fishing fleet that catches sardines and anchovies (under its 15-year fishing rights recently renewed in the 2020 Fishing Rights Application Process). From this catch (and those of third- parties and imported raw materials) SSM (through its subsidiary WPP) produces fish oil and fish meal (both largely for export), and canned fish (largely for the South African market and sold under the 118-year-old “Saldanha” brand). WP Fishing holds 11.51% of the anchovy quota and 5.05% of the pilchard quota. 2.1.3.3 Founded in 1994, the Abalone Business is one of South Africa’s leading vertically integrated abalone businesses selling approximately 540 tons of abalone per annum. Abalone are produced at two farms located in Hermanus and Gansbaai, while Aqunion’s processing facility – also located in Hermanus – produces dried and canned abalone (under the “Aqunion” brand), which along with live abalone, are sold across the Far East. Employing 430 people, the Abalone Business has a mature and stable abalone biomass spread across its facilities, complemented by a strong and diversified customer base. 2.1.4 Rationale for the Sea Harvest Transaction 2.1.4.1 The Sea Harvest Transaction (or “Acquisition”) represents material progress in Sea Harvest's ambition of becoming a leading black-owned, responsible and diversified food and fishing business. Following the Acquisition, Sea Harvest will be in a position to offer a more complete suite of products, including fishmeal, fish- oil, and canned fish. Sea Harvest will add an in-demand local affordable branded protein product to its stable 2.1.4.2 Sea Harvest is confident that the Acquisition will create value by diversifying into (wild-caught) pelagic species and their processed products and will enable Sea Harvest to add value to its small pilchards and anchovy pelagic quota through forward integration into canning and fishmeal and fish oil production. Increased beneficiation of Sea Harvest's catch opens opportunities for increased local employment in its facilities. 2.1.4.3 Global demand for fishing products continues to grow as a result of continued growth in aquaculture and consumer demand for healthier products. 2.1.4.4 The purchase of the Pelagic Business will enhance the earning stability of Sea Harvest's fishing operations since the performance of the pelagic business is counter-cyclical to hake. 2.1.4.5 Sea Harvest's export earnings will increase post the Acquisition as fishmeal, fish oil and abalone are exported products. 2.1.4.6 Integration with the Pelagic Business would allow the combined businesses the flexibility to land catch on both the West and East Coasts of South Africa, thereby utilising the business' assets more efficiently. This effective use of assets contributes to Sea Harvest's mission of providing sustainable employment and positively impacting the communities in which it operates, as it is expected to assist in preserving jobs, including in rural areas. 2.1.4.7 The Abalone Business is mature, high margin and cash-generative and will facilitate the acquisition of a diversified international customer base and market that Sea Harvest's existing abalone operations will benefit from. Sea Harvest's current abalone business experienced significant difficulties in accessing international markets during the COVID-19 pandemic. The Abalone Business has the required diversified biomass necessary to compete in the global market for dried and canned abalone sales. 2.1.4.8 Sea Harvest believes that a consolidated local South African abalone business will benefit from scale and synergies created through consolidating Terrasan and Sea Harvest's respective abalone businesses and that it will be well-positioned to exploit international opportunities and successfully compete in international markets. 2.1.4.9 Sea Harvest is well-placed to enter into the Sea Harvest Transaction since it (i) is an established entity within the fishing and aquaculture industries; (ii) has an understanding of the regulatory environment and the current position of the South African Fishing Rights Allocation Process; (iii) has the black economic empowerment credentials to successfully implement the Acquisition and (iv) has the ability to fund the Acquisition through a combination of shares and cash. 2.1.4.10 As alluded to above, a portion of the purchase consideration in respect of the Acquisition will be discharged by way of the issue of shares in Sea Harvest to Terrasan Beleggings. This will yield several positive outcomes for Terrasan, including that it will retain its exposure to the fishing and aquaculture industries by way of the larger combined post-transaction business of Sea Harvest, and will be entitled to participate in Sea Harvest's dividend flow. 2.1.4.11 The Acquisition will further facilitate broader market access to a larger more diversified business in the fishing industry since Sea Harvest is a listed entity. 2.2 Rationale for the Terrasan Share Repurchase Agri-Vie has been invested in Terrasan for more than 4 years. Agri-Vie is constantly looking for organic and acquisitive investment opportunities, both locally and abroad. The opportunity to acquire a larger portion of Terrasan's abalone business is well aligned with Agri-Vie's ambitions and strategic intent to grow its exposure to this important and growing sector. 3. APPOINTMENT OF INDEPENDENT BOARD AND AN INDEPENDENT EXPERT 3.1 The Terrasan Share Repurchase and the Sea Harvest Transaction each constitutes an “affected transaction” for purposes of sections 117(1)(c)(i) and 117(1)(c)(iii) of the Companies Act and is accordingly regulated by the Companies Act and the Companies Regulations. In order to implement the Terrasan Share Repurchase and the Sea Harvest Transaction, Terrasan will, inter alia, require a compliance certificate from the Takeover Regulation Panel (“Takeover Panel”). 3.2 In accordance with Regulation 108 of the Companies Regulations, the board of directors of Terrasan ("Terrasan Board") has constituted an independent board comprising Shiluba Mawela, Tshililo Ramabulana and Emelda Mosime (“Independent Board”). 3.3 The Independent Board has appointed Valeo Capital Proprietary Limited (“Independent Expert”) to act as independent expert in accordance with the requirements of the Companies Regulations, to advise the Independent Board and report to the Independent Board on the Terrasan Share Repurchase and the Sea Harvest Transaction by way of a fair and reasonable opinion. The Independent Expert’s full report and the Independent Board's opinion on the Terrasan Share Repurchase and the Sea Harvest Transaction will be included in the Combined Offer Circular (as defined in paragraph 17) to be issued to Terrasan Shareholders. 4. SALIENT TERMS OF THE PROPOSED TRANSACTIONS 4.1 Sea Harvest Transaction 4.1.1 Purchase consideration and payment 4.1.1.1 Sea Harvest, through its subsidiaries Sea Harvest Pelagic and Sea Harvest Aquaculture, will acquire the SSM Shares, SSM Claims, WP Fishing Shares, WP Fishing Claims, Aqunion Shares, and Aqunion Claims in terms of the Share Purchase Agreement for an initial purchase consideration, and two deferred consideration payments (as detailed in 4.1.1.10 and 4.1.1.11). 4.1.1.2 The initial purchase consideration in respect of the Sea Harvest Transaction is R964,837,829 (nine hundred and sixty four million eight hundred and thirty seven thousand eight hundred and twenty nine Rand) (the "Base Amount") (subject to the Adjustment Amounts as contemplated below), and will be settled through: 4.1.1.2.1 the issue by Sea Harvest of 60,000,000 (sixty million) Sea Harvest shares to Terrasan Beleggings (the "Sea Harvest Consideration Shares") (constituting approximately 16.8% of all the issued Sea Harvest shares following the issue thereof), at an issue price of R10.00 (ten Rand) per share based on the 60-day volume weighted average price (VWAP) of the shares in Sea Harvest for the 60 trading days before 13 December 2023 (being the first announcement date of the Sea Harvest Transaction) but which is subject to a minimum issue price of R10.00 (ten Rand) per share; and 4.1.1.2.2 a cash payment equal to R364,837,829 (three hundred and sixty four million eight hundred and thirty seven thousand eight hundred and twenty nine Rand), subject to the Adjustment Amounts as contemplated below (the "Sea Harvest Cash Consideration"). 4.1.1.3 The details of the two deferred consideration payments are set out in paragraphs 4.1.1.10 and 4.1.1.11 below. 4.1.1.4 Adjustment Amounts 4.1.1.4.1 The Base Amount may be adjusted subject to the Target Entities: 4.1.1.4.1.1 retaining an agreed sustainable level of net working capital (as contemplated below); and 4.1.1.4.1.2 being acquired on a cash free and debt free basis. 4.1.1.5 The Base Amount may further be adjusted in the event that Terrasan Group (pursuant to the Terrasan Internal Reorganisation) repays any Existing Shareholder Loan Assets (see definition below at paragraph 4.1.1.8.2.4) that have not been settled in the manner contemplated at paragraph 4.1.1.8.2.4 below, any such repaid amounts will increase the Base Amount by the amount repaid.. 4.1.1.6 The agreed sustainable level of net working capital is an aggregate (i.e. on the basis of 100% of the Pelagic Business and 63.07% of the Abalone Business) amount of R310,124,271 (three hundred and ten million one hundred and twenty-four thousand two hundred and seventy-one Rand) comprising of an amount of (i) R68,100,791 (sixty-eight million one hundred thousand seven hundred and ninety-one Rand) in respect of the 63.7% stake in Aqunion, DCA and Marifeed, and (ii) R242,023,480 (two hundred forty-two million twenty three thousand four hundred and eighty Rand) in respect of SSM, WP Fishing and West Point Processors respectively. The agreed sustainable level of net working capital in respect of the Target Entities on a 100% basis is R350,000, 000 (three hundred and fifty million Rand). 4.1.1.7 To the extent that any Leakage (as defined in paragraph 4.1.1.8.1 below) is identified in respect of the Target Entities in the period between 1 January 2024 (the "Locked Box Date") and the closing date of the Sea Harvest Transaction, Sea Harvest Pelagic and Sea Harvest Aquaculture may elect to: 4.1.1.7.1 set off the amount of the Leakage against any liability owing by Sea Harvest Pelagic and Sea Harvest Aquaculture to Terrasan Beleggings (including any liability arising pursuant to an obligation to pay any performance linked earnouts as discussed below); or 4.1.1.7.2 require that Terrasan Beleggings pay to Sea Harvest Pelagic and Sea Harvest Aquaculture the amount of the Leakage. 4.1.1.8 For purposes of the above: 4.1.1.8.1 "Leakage" is defined in the Share Purchase Agreement as follows: in respect of the period between the Locked Box Date and the closing date of the Sea Harvest Transaction, unless as agreed otherwise by the parties to the Share Purchase Agreement, or if it is in the ordinary course of business of the Target Entities, and excluding any Permitted Leakage (defined below at paragraph 4.1.1.8.2): 4.1.1.8.1.1 any dividend or other distribution of capital or income declared, paid or made (whether in cash or in specie) to Terrasan Group or any Associate (defined as meaning, in relation to any person, any person which directly or indirectly controls, is controlled by, or is under common control with, that person) thereof after 1 January 2024; 4.1.1.8.1.2 any payment made to Terrasan Group or any Associate thereof, including in relation to a repurchase, redemption, repayment or return of share or loan capital (or any other relevant securities) including any interest payment(s) on any outstanding amounts by a Target Entity to Terrasan Group or any Associate thereof; 4.1.1.8.1.3 any transfer of assets, rights or other benefits by any Target Entity; 4.1.1.8.1.4 any payment made by any Target Entity other than in the ordinary course of business and/or payments that are inconsistent with past practices of the applicable Target Entity; and 4.1.1.8.2 "Permitted Leakage" is defined in the Share Purchase Agreement as follows: in respect of the period between the Locked Box Date and the closing date of the Sea Harvest Transaction: 4.1.1.8.2.1 any amounts contemplated by the Terrasan Internal Reorganisation that would otherwise constitute Leakage; 4.1.1.8.2.2 any amounts contemplated by the Transaction Documents (defined below at paragraph 5.3.2) that would otherwise constitute Leakage; 4.1.1.8.2.3 any management fees payable in the ordinary course and in accordance with past practice to Terrasan Finansiering in respect of the management of the Target Entities from 1 January 2024 to 31 December 2024; 4.1.1.8.2.4 any dividend declared, paid or made to Terrasan Group or any Associate thereof, provided that such dividend is pre-funded in full by an immediate repayment of any "Existing Shareholder Loan Assets", which constitute: (i) 63.07% of any loan that Aqunion, DCA or Marifeed and (ii) 100% of any loan that WP Fishing, SSM or West Point Processors, has made to any company in the Terrasan Group (excluding any Target Entity), in each case, as at 31 December 2023. 4.1.1.9 An appropriate closing accounts mechanism has been developed to account for the above requirements, and to account for any potential leakage identified. 4.1.1.10 The first performance linked earnout of up to R98,452,840: 4.1.1.10.1 The first performance linked earnout is an amount of up to R98,452,840 (ninety eight million four hundred and fifty two thousand eight hundred and forty Rand). 4.1.1.10.2 No part of the first performance linked earn out shall be payable unless the Target Entities achieve a combined minimum attributable net profit after tax of at least R160,000,000 (one hundred and sixty million Rand) for the financial year ended 31 December 2023. 4.1.1.10.3 For every R1.00 (one Rand) of attributable net profit after tax greater than R160,000,000 (one hundred and sixty million Rand) earned in the financial year ended 31 December 2023, Sea Harvest will pay R4.92 (four Rand and ninety two cents), subject to a maximum of R98,452,840 (ninety eight million four hundred and fifty two thousand eight hundred and forty Rand) (which equates to R180,000,000 (one hundred and eighty million Rand) attributable net profit after tax). 4.1.1.10.4 The parties to the Share Purchase Agreement record therein that the first performance linked earnout has been settled by way of cash generated by the Target Entities from the effective date of the Sea Harvest Transaction up to and including the Locked Box Date. 4.1.1.11 The second performance linked earnout of up to R157,524,543: 4.1.1.11.1 The second performance linked earnout is an amount of up to R157,524,543 (one hundred and fifty seven million five hundred twenty four thousand five hundred and forty three Rand) payable in cash. 4.1.1.11.2 No part of the second performance linked earn out shall be payable unless the Target Entities achieve a combined minimum attributable net profit after tax of at least R180,000,000 (one hundred and eighty million Rand) for the financial year ending 31 December 2024. 4.1.1.11.3 For every R1.00 (one Rand) of attributable net profit after tax greater than R180,000,000 (one hundred and eighty million Rand) earned in the financial year ended 31 December 2024, Sea Harvest will pay R5.25 (five Rand and twenty five cents), subject to a maximum of R157,524,543 (one hundred and fifty seven million five hundred twenty four thousand five hundred and forty three Rand) (which equates to R210,000,000 (two hundred and ten million Rand) attributable net profit after tax). 4.1.1.11.4 The second performance linked earnout shall be settled in cash by electronic funds transfer by 30 June 2025, or, if the audited annual financial statements of the Target Entities are not finalised before then, within 30 business days after the audited annual financial statements for the 2024 financial year having been finalised. 4.1.2 Further details of the salient terms of the Share Purchase Agreement shall be set out in the Combined Offer Circular and the Sea Harvest Category 1 Circular (as defined in paragraphs 17.1 and 17.2 below) (the "Circulars"), and the Share Purchase Agreement shall be made available for inspection in terms of the Circulars. 4.1.3 The Share Purchase Agreement in relation to the Sea Harvest Transaction contains and is subject to, inter alia, the suspensive conditions referred to in paragraphs 5.3 and 5.4. 4.2 Terrasan Share Repurchase 4.2.1 Repurchase consideration and payment 4.2.1.1 In terms of the Terrasan Share Repurchase, Agri-Vie will dispose of all of their shares in Terrasan to Terrasan Beleggings for an aggregate amount of – 4.2.1.1.1 R275,919,824 (two hundred and seventy five million nine hundred and nineteen thousand eight hundred and twenty four Rand); 4.2.1.1.2 A deferred amount of R0.5209 (zero point five two zero nine Rand) for each R1.00 (one Rand) of net profit after tax, in the financial year ending 31 December 2023, in excess of R160,000,000 (one hundred and sixty million Rand) that is produced by the Target Entities, up to a maximum deferred amount of R10,418,116 (ten million four hundred and eighteen thousand one hundred and sixteen Rand), which shall be earned on a combined net profit after tax of R180,000,000 (one hundred and eighteen million Rand) ("Agri-Vie Deferred Payment FY2023"); 4.2.1.1.3 23.06% of the amount by which the free cash flow of the Target Entities in the financial year ending 31 December 2023 exceeds R122,695,598 (one hundred and twenty two million six hundred and ninety five thousand five hundred and ninety eight Rand) ("Agri-Vie Excess Payment FY2023"); and 4.2.1.1.4 a deferred amount of R0.5556 (zero point five five five six Rand) for each R1.00 (one Rand) of net profit after tax, in the financial year ending 31 December 2024, in excess of R180,000,000 (one hundred and eighty million Rand) that is produced by the Target Entities, up to a maximum deferred amount of R16,668,985 (sixteen million six hundred and sixty eight thousand nine hundred and eighty five Rand), which shall be earned on a combined net profit after tax of R210,000,000 (two hundred and ten million Rand) ("Agri-Vie Deferred Payment FY2024"). 4.2.1.2 The aforementioned purchase consideration will be settled by Terrasan Beleggings crediting a loan account in its books in favour of Agri-Vie, in an amount equal to the purchase consideration ("Agri-Vie Loan Account"). 4.2.1.3 Terrasan will repurchase the shares Terrasan Beleggings acquired from Agri-Vie. 4.2.1.4 The Agri-Vie Loan Account will be settled by Terrasan Beleggings as follows, - 4.2.1.4.1 at the close of business on the closing date of the Terrasan Share Repurchase - 4.2.1.4.1.1 by transferring to Agri-Vie, 36.93% of the shareholding in and shareholder loan claims against Aqunion; and 4.2.1.4.1.2 paying an amount of R32,267,685 (thirty two million two hundred and sixty seven thousand six hundred and eighty five Rand) to Agri-Vie in cash; 4.2.1.4.2 by payment to Agri-Vie of – 4.2.1.4.2.1 the Agri-Vie Deferred Payment FY2023 within 30 business days after the audited annual financial statements of the Target Entities for the 2023 financial year have been finalised; 4.2.1.4.2.2 the Agri-Vie Excess Payment FY2023, by the date set out in paragraph 4.2.1.4.2.1; and 4.2.1.4.2.3 the Agri-Vie Deferred Payment FY2024, by 30 June of the following year, or if the audited annual financial statements of the Target Entities for the 2024 financial year are not finalised before then, within 30 business days after the audited annual financial statements of the Target Entities for the 2024 financial year have been finalized. 4.2.1.5 In addition: 4.2.1.5.1 for the financial year ending 31 December 2023, Agri-Vie shall be required to make payment to Terrasan Beleggings of a deferred cash payment of R0.4552 (zero point four five five two Rand) for each R1.00 (one Rand) of net profit after tax in excess of R160,000,000 (one hundred and sixty million Rand) that is produced by the Target Entities (on a consolidated basis), up to a maximum deferred payment of R9,104,984 (nine million one hundred and four thousand nine hundred and eighty four Rand), which shall be payable on a net profit after tax of R180,000,000 (one hundred and eighty million Rand), concurrently with the payment stipulated in paragraph 4.2.1.4.2.1; and 4.2.1.5.2 for the financial year ending 31 December 2024, Agri-Vie shall be required to make payment to Terrasan Beleggings of a deferred cash payment of R0.4856 (zero point four eight five six Rand) for each R1.00 (one Rand) of net profit after tax in excess of R180,000,000 (one hundred and eighty million Rand) that is produced by the Target Entities (on a consolidated basis), up to a maximum deferred payment of R14,567,974 (fourteen million five hundred and sixty seven thousand nine hundred and seventy four Rand), which shall be payable on a net profit after tax of R210,000,000 (two hundred and ten million Rand), concurrently with the payment stipulated in paragraph 4.2.1.4.2.3, and the amounts in paragraphs 4.2.1.4.2.1, 4.2.1.4.2.2, 4.2.1.4.2.3, 4.2.1.5.1 and 4.2.1.5.2 shall be set off against each other. 4.2.1.6 The purchase consideration payable to Agri-Vie in terms of the Terrasan Share Repurchase shall be subject to further upward and/or downward adjustments. The purchase consideration shall be increased with an amount equal to R237,579,029 (two hundred and thirty seven million five hundred and seventy nine thousand and twenty nine Rand) multiplied by the percentage by which the Base Amount payable by Sea Harvest in terms of the Share Purchase Agreement attributable to Aqunion (i.e. R405,743,552 (four hundred and five million seven hundred and forty three thousand five hundred and fifty two Rand)) may be decreased in terms of the Share Purchase Agreement. The purchase consideration shall be decreased with amounts equal to (i) 23.06% of any amount paid by Terrasan Beleggings to Sea Harvest in settlement of any claims which Sea Harvest may have against Terrasan Beleggings in respect of any breaches of any warranties or undertakings or in respect of any indemnities given by Terrasan Beleggings to Sea Harvest in terms of the Share Purchase Agreement only to the extent that the claims are attributable to the Target Entities other than Aqunion and its subsidiaries; (ii) 23.06% of the amount by which the Base Amount payable by Sea Harvest in terms of the Share Purchase Agreement attributable to the Target Entities other than Aqunion and its subsidiaries is decreased in terms of the Share Purchase Agreement, and (iii) R237,579,029 (two hundred and thirty seven million five hundred and seventy nine thousand and twenty nine Rand) multiplied by the percentage by which the Base Amount payable by Sea Harvest in terms of the Share Purchase Agreement attributable to Aqunion (i.e. R405,743,552 (four hundred and five million seven hundred and forty three thousand five hundred and fifty two Rand) may be increased in terms of the Share Purchase Agreement. 4.2.1.7 Agri-Vie will be entitled to 36.93% of all profits (and equivalent cash amounts) earned by Aqunion from 1 January 2024 to the closing date of the Terrasan Share Repurchase and the Sea Harvest Transaction ("Earnings"). The Earnings (and equivalent cash amounts) will remain in the business of Aqunion. 4.2.1.8 The Agri-Vie Transaction Agreement contains and is subject to inter alia the suspensive conditions referred to in paragraph 5.2. 4.2.2 Further details of the salient terms of the Terrasan Share Repurchase and Agri-Vie Transaction shall be set out in the Combined Offer Circular (as defined in paragraph 17.1 below), and the agreements regulating the Terrasan Share Repurchase and Agri-Vie Transaction shall be made available for inspection in terms of the Combined Offer Circular. 5. CONDITIONS TO THE PROPOSED TRANSACTION All of the outstanding conditions precedent to the Terrasan Internal Reorganisation, Terrasan Share Repurchase, Agri-Vie Transaction, and Sea Harvest Transaction are set out below. Terrasan Internal Reorganisation 5.1 The Terrasan Internal Reorganisation is subject to the fulfilment or waiver of the following outstanding condition precedent by no later than 30 June 2024 or such later date notified or agreed to in terms thereof: Terrasan procuring the unconditional written agreement in respect of the Terrasan Internal Reorganisation from La Vie and SFET. Terrasan Share Repurchase (and Agri-Vie Transaction Agreement) 5.2 The Terrasan Share Repurchase (and the Agri-Vie Transaction Agreement) is subject to the fulfilment or waiver of the following outstanding conditions precedent by no later than 30 June 2024 or such later date notified or agreed to in terms thereof: 5.2.1 the relevant shareholder approvals being obtained in respect of the entry into and implementation of the Terrasan Share Repurchase from the Terrasan Shareholders; 5.2.2 the Terrasan Internal Reorganisation becoming unconditional in accordance with its terms (save for any provision thereof requiring the Agri-Vie Transaction Agreement to be unconditional); and 5.2.3 the Share Purchase Agreement becoming unconditional in accordance with its terms (i.e. the terms set out below in paragraph 5.3) (save for any provision thereof requiring the Agri-Vie Transaction Agreement to be unconditional). Share Purchase Agreement 5.3 The Share Purchase Agreement is subject to the fulfilment or waiver of the following outstanding conditions precedent by no later than 30 June 2024 or such later date notified or agreed to in terms of the Share Purchase Agreement: 5.3.1 the relevant shareholder approvals being obtained in respect of the entry into and implementation of the Sea Harvest Transaction by the shareholders of Sea Harvest, Brimstone Investment Corporation Limited (“Brimstone”) Terrasan Beleggings and Terrasan; 5.3.2 the Share Purchase Agreement, shareholders agreement in respect of Aqunion and the Implementation Agreement ("Transaction Documents") becoming unconditional in accordance with their terms (save for any provision thereof requiring the Share Purchase Agreement to be unconditional); 5.3.3 HIK Abalone Farm Proprietary Limited consenting to the Sea Harvest Transaction and Terrasan Internal Reorganisation and waiving in writing any and all of its rights which it may have in terms of Marifeed's memorandum of incorporation, or otherwise, to exercise any of its rights in relation to the forced sale provisions contemplated in Marifeed's memorandum of incorporation; 5.3.4 Terrasan Beleggings procuring the unconditional written approval in respect of the Sea Harvest Transaction from each of the counterparties to certain contracts that are material to the businesses of the Target Entities, including commercial agreements and lease agreements. Details of these commercial agreements are contained in the Share Purchase Agreement, which will lie open for inspection in terms of the Circulars; 5.3.5 Terrasan Beleggings delivering written confirmation in a form acceptable to Sea Harvest that certain commercial agreements and lease agreements that are material to the businesses of the Target Entities that have expired, or are due to expire during the course of 2024, have been renewed. Details of these commercial agreements are contained in the Share Purchase Agreement, which will lie open for inspection in terms of the Circulars; 5.3.6 Absa Bank approving the terms of the Transaction Documents and transactions contemplated therein (ie the Sea Harvest Transaction and Terrasan Internal Reorganisation) to the extent required in terms of the funding and security documentation entered into in respect of the Target Entities and consenting to the release of any security to the extent necessary. Implementation Agreement 5.4 The Implementation Agreement (and thus the Internal Restructure and the Sea Harvest Transaction) is subject to the fulfilment or waiver of the following outstanding conditions precedent by no later than 30 June 2024 or such later agreed in terms of the Implementation Agreement: 5.4.1 all requisite regulatory approvals required to implement the Sea Harvest Transaction are obtained, including from the competition authorities, the Minister or his/her delegated authority at the Department of Forestry, Fisheries and the Environment (including in respect of the Sea Harvest Transaction and the Terrasan Internal Reorganisation), the Takeover Regulation Panel to the extent an exemption is required in terms of section 119(6) read with section 123 of the Companies Act (pertaining to Sea Harvest Aquaculture's acquisition of shares in Aqunion), and the JSE; 5.4.2 all approvals (whether regulatory or otherwise but excluding corporate approvals) required to implement the Sea Harvest Transaction are obtained either unconditionally (or if such approval is conditional, each of the parties on whom such conditions are imposed having approved such condition(s) in writing (acting reasonably) and delivered such approval to the other party); 5.4.3 each of the requisite shareholder resolutions of Terrasan in relation to the Sea Harvest Transaction and the Terrasan Share Repurchase (including in terms of section 115(2)(b) read with section 112 of the Companies Act in respect of the Sea Harvest Transaction, and section 48(8)(b) read with sections 114 and 115 of the Companies Act in respect of the Terrasan Share Repurchase) (the "Terrasan Group Resolutions") being approved by the requisite majority of votes of the Terrasan Shareholders; 5.4.4 either: 5.4.4.1 no Terrasan Shareholders (i) gives notice objecting to all or any of the relevant Terrasan Group Resolutions, as contemplated in section 164(3) of the Companies Act nor (ii) votes against all or any of the relevant Terrasan Group Resolutions at the Terrasan general meeting ("Terrasan General Meeting"); or 5.4.4.2 if any Terrasan Shareholder gives notice objecting to all or any of the relevant Terrasan Group Resolutions, as contemplated in section 164(3) of the Companies Act and then votes against all or any of the relevant Terrasan Group Resolutions at the Terrasan General Meeting, Terrasan Shareholders holding no more than 2.5% of all of the issued shares in Terrasan gives such notice and vote against all or any of the relevant Terrasan Group Resolutions at the Terrasan General Meeting; or 5.4.4.3 if any Terrasan Shareholder gives notice objecting to all or any of the relevant Terrasan Group Resolutions, as contemplated in section 164(3) of the Companies Act and then votes against all or any of the relevant Terrasan Group Resolutions at the Terrasan General Meeting in respect of more than 2.5% of all of the issued shares in Terrasan, such shareholders exercise their appraisal rights, by giving valid demands in terms of sections 164(5) to 164(8) of the Companies Act, in respect of no more than 2.5% of all the issued shares in Terrasan within the maximum period permitted by the Companies Act; 5.4.5 if any person who voted against the relevant Terrasan Group Resolutions applies to court for a review of all or any of those resolutions in terms of section 115(3)(b) and section 115(6) of the Companies Act, either: 5.4.5.1 leave to apply to Court for any such review is refused; or 5.4.5.2 if leave is so granted, the Court refuses to set aside the relevant Terrasan Group Resolutions; 5.4.6 to the extent Court approval is required by the Companies Act, the High Court of South Africa approves the implementation of the relevant Terrasan Group Resolutions pursuant to section 115 of the Companies Act; 5.4.7 each of the requisite shareholder resolutions of Sea Harvest in relation to the Sea Harvest Transaction is approved by the requisite majority of votes of the Sea Harvest Shareholders (including the ordinary resolution required on the basis that the Sea Harvest Transaction constitute a Category 1 transaction as contemplated by section 9 of the JSE Listings Requirements); 5.4.8 to the extent necessary, Agri-Vie waiving their rights to a mandatory offer by Sea Harvest in terms of section 123 of the Companies Act pursuant to the Sea Harvest Transaction; and 5.4.9 the restructure agreement in respect of the Terrasan Internal Reorganisation, the Agri-Vie Transaction Agreement, and the Transaction Documents becoming unconditional in accordance with their terms (save for any provision thereof requiring the Implementation Agreement to be unconditional). 5.5 In terms of the Internal Terrasan Reorganisation, the suspensive condition in paragraph 5.1 may be waived by Terrasan (either in whole or in part), or Terrasan may extend the date for its fulfilment at any time on or before the date stipulated for its fulfilment. 5.6 In terms of the Terrasan Share Repurchase (and the Agri-Vie Transaction Agreement): 5.6.1 the suspensive condition in paragraph 5.2.1 is not capable of waiver, but the parties to the Agri-Vie Transaction Agreement may extend the date for its fulfilment by written agreement between them at any time on or before the date stipulated for their fulfilment; 5.6.2 the suspensive conditions in paragraphs 5.2.2 and 5.2.3 may be waived by the parties to the Agri-Vie Transaction Agreement (either in whole or in part), or the parties may extend the date for their fulfilment by written agreement between them at any time on or before the date stipulated for their fulfilment. 5.7 In terms of the Share Purchase Agreement: 5.7.1 the suspensive conditions in paragraphs 5.3.4, 5.3.5 and 5.3.6 may be waived by Sea Harvest Aquaculture and Sea Harvest Pelagic (either in whole or in part), or Sea Harvest Aquaculture and Sea Harvest Pelagic may extend the date for their fulfilment by written notice given to Terrasan Beleggings at any time on or before the date stipulated for their fulfilment; 5.7.2 the suspensive conditions in paragraphs 5.3.1 and 5.3.3 are not capable of waiver, but the parties to the Share Purchase Agreement may extend the date for their fulfilment by written agreement between them at any time on or before the date stipulated for their fulfilment; 5.7.3 the suspensive condition in paragraph 5.3.2 may be waived by the parties to the Share Purchase Agreement (either in whole or in part), or the parties may extend the date for its fulfilment by written agreement between them at any time on or before the date stipulated for its fulfilment. 5.8 In terms of the Implementation Agreement: 5.8.1 the suspensive conditions in paragraphs 5.4.1 to 5.4.3, 5.4.5 to 5.4.7 and 5.4.8 are not capable of waiver, but the parties to the Implementation Agreement may extend the date for their fulfilment by written agreement between them at any time on or before the longstop date (as defined in the Implementation Agreement); 5.8.2 the suspensive conditions in paragraphs 5.4.4, and 5.4.9 may be waived by the parties to the Implementation Agreement (either in whole or in part), or extend the date for their fulfilment by written agreement between them at any time on or before the longstop date. 5.9 In order to comply with Regulation 102(13) of the Companies Regulations, notwithstanding the fulfilment or waiver of the applicable suspensive conditions, the Terrasan Share Repurchase and the Sea Harvest Transaction shall not be implemented unless and until the Takeover Panel has issued a compliance certificate in relation to the Terrasan Share Repurchase and the Sea Harvest Transaction as required by section 115(1)(b), read with section 119(4)(b) and section 121(b), of the Companies Act. 6. EFFECTIVE DATE AND CLOSING DATE OF THE TERRASAN INTERNAL REORGANISATION AND THE TERRASAN SHARE REPURCHASE The effective and closing date of the Terrasan Internal Reorganisation and the Terrasan Share Repurchase is 3 business days prior to the closing date of the Share Purchase Agreement in respect of the Sea Harvest Transaction. 7. EFFECTIVE DATE AND CLOSING DATE OF THE SEA HARVEST TRANSACTION The effective date of the Sea Harvest Transaction is 1 January 2023, and the closing date of the Sea Harvest Transaction will be the start of business on the first business day of the month following the month in which all of the suspensive conditions to the Share Purchase Agreement are fulfilled or waived (or such other date as may be agreed on in writing by the parties thereto), anticipated to be 1 June 2024. 8. SOLVENCY AND LIQUIDITY It is recorded, in respect of the Terrasan Share Repurchase, that – 8.1 in terms of section 46(1)(a)(ii) of the Companies Act, the Terrasan Board has authorised the Terrasan Share Repurchase, by way of a resolution; 8.2 in terms of section 46(1)(b) of the Companies Act, the Terrasan Board is satisfied that it reasonably appears that Terrasan will satisfy the solvency and liquidity test as set out in section 4 of the Companies Act, immediately after completing the Terrasan Share Repurchase; 8.3 in terms of section 46(1)(c) of the Companies Act, the Terrasan Board has, by resolution, acknowledged that it has applied the solvency and liquidity test, as set out in section 4 of the Companies Act, and reasonably concluded that Terrasan will satisfy the solvency and liquidity test immediately after completing the Terrasan Share Repurchase; and 8.4 since the solvency and liquidity test was performed, there have been no material changes to the financial position of Terrasan. 9. FINANCIAL INFORMATION 9.1 pro forma earnings and asset value 9.1.1 In terms of Regulation 101(7)(b)(iv) of the Companies Regulations, a firm intention announcement must contain, inter alia, the pro forma earnings and asset value per offeree regulated company security if the offer consideration consists wholly or partly of offeror securities. 9.1.2 The table below sets out the pro forma financial effects of the Terrasan Share Repurchase and the Sea Harvest Transaction on Terrasan’s financial results on the assumption that the Terrasan Share Repurchase and the Sea Harvest Transaction were effective on 1 January 2022 for the statement of profit or loss and comprehensive income and 31 December 2022 in respect of the statement of financial position. 9.1.3 The pro forma financial information has been prepared for illustrative purposes only and because of its pro forma nature, may not fairly present Terrasan's financial performance, financial position, nor the effect and impact of the Terrasan Share Repurchase and the Sea Harvest Transaction going forward. 9.1.4 The pro forma financial effects have been prepared in compliance with the recognition and measurement principles of the International Financial Reporting Standards and in accordance with the accounting policies of Terrasan that were used in the preparation of the audited financial statements for the financial year ended 31 December 2022. Effect of the Terrasan Share Repurchase and the Sea Harvest Transaction Before (R) After (R) Earnings/(loss) per share 9.00 (0.49) Net asset value per share 49.01 59.65 Notes and assumptions: 1. The financial information before the Terrasan Share Repurchase and the Sea Harvest Transaction are extracted from the audited consolidated annual financial statements of Terrasan for the financial year ended 31 December 2022. 2. The number of shares used in the calculation is the weighted average number of issued shares of Terrasan of 16,023,058. Weighted average number of shares relate to issued share capital less any treasury shares held. 9.2 value of net assets of the Target Entities The net assets of the Target Entities as at 31 December 2022 (as reflected in the audited consolidated annual financial statements of Terrasan for the financial year ended 31 December 2022 and prepared in terms of IFRS) was R624,774,068 (six hundred and twenty four million seven hundred and seventy four thousand and sixty eight Rand). 9.3 profits attributable to the net assets of the Target Entities The profits attributable to the net assets of the Target Entities as at 31 December 2022 (as reflected in the audited consolidated annual financial statements of Terrasan for the financial year ended 31 December 2022 and prepared in terms of IFRS) was R202,549,394 (two hundred and two million five hundred and forty nine thousand three hundred and ninety four Rand) 10. CATEGORISATION OF THE SEA HARVEST TRANSACTION IN TERMS OF THE JSE LISTINGS REQUIREMENTS 10.1 As the purchase consideration in respect of the Sea Harvest Transaction exceeds 30% of Sea Harvest's market capitalisation as at the date of the signature of the Implementation Agreement, the Sea Harvest Transaction meets the definition of a Category 1 transaction as contemplated in section 9 of the JSE Listings Requirements. As a result, the Sea Harvest Transaction is required to be approved by way of an ordinary resolution of the Sea Harvest Shareholders which will require the support of more than 50% of the votes exercised on it. 10.2 The Sea Harvest Transaction is not between related parties and there are accordingly no related party transaction implications in terms of the JSE Listings Requirements. 10.3 Sea Harvest confirms that the memoranda of incorporation of the Target Entities will not frustrate Sea Harvest in any way from compliance with its obligations in terms of the JSE Listings Requirements. 11. FUNDING OF CONSIDERATION AND CONFIRMATION OF SUFFICIENT SECURITIES 11.1 Funding of the Sea Harvest Cash Consideration Sea Harvest confirms that it has provided a cash guarantee to the Takeover Panel for the Sea Harvest Cash Consideration. 11.2 Sufficient Sea Harvest securities for issue of Sea Harvest Consideration Shares The board of directors of Sea Harvest ("Sea Harvest Board") confirms that Sea Harvest will have sufficient securities available to transfer the maximum number of Sea Harvest shares which may be required to implement the Sea Harvest Transaction. 11.3 Funding of the Terrasan Share Repurchase The Terrasan Board confirms that Terrasan Beleggings has the authority to provide the financial assistance to Terrasan to fund the Terrasan Share Repurchase. 12. STATEMENT OF BENEFICIAL INTERESTS As at the date of this Joint Firm Intention Announcement, none of Sea Harvest, any director of Sea Harvest, any person acting in concert with Sea Harvest, any person in respect of which Sea Harvest has received an irrevocable commitment ...