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Result of General Meeting and appointment of director

Published: 2024-08-05 18:25:18 ET
<<<  go to JSE:SHG company page
     Sea Harvest Group Limited
     (Incorporated in the Republic of South Africa)
     (Registration number: 2008/001066/06)
     Share code: SHG ISIN: ZAE000240198
     (“Sea Harvest” or the “Company”)

     RESULTS OF THE GENERAL MEETING OF SHAREHOLDERS AND APPOINTMENT OF DIRECTOR

     Sea Harvest shareholders (“Shareholders”) are advised that at the general meeting of Shareholders held
     on Monday, 5 August 2024 (“General Meeting”), all the ordinary and special resolutions, as set out in the
     Notice of the General Meeting, were passed by the requisite majority of votes of Shareholders present
     by means of electronic participation or represented by proxy.

     As at Friday, 28 June 2024, being the General Meeting Record Date, the total number of Sea Harvest
     ordinary shares in issue was 358,866,214, (“Sea Harvest Issued Ordinary Shares”).

     The Sea Harvest Issued Ordinary Shares eligible to vote by being present by means of electronic
     participation or by submitting proxies was 306,249,912 (“Sea Harvest Voteable Ordinary Shares”), being
     85% of the Sea Harvest Issued Ordinary Shares.

     The voting results were as follows:

1.    Special Resolution 1 – Amendment of the Memorandum of Incorporation of the Company
                                                                                              Shares
       Total Shares voted
                                                                                              abstained
       For (%)(1)                Against (%)(1)         Number            %(2)                %(2)
     95.91                    4.09                    306,237,897      85.33               0.00

2.    Ordinary Resolution 1 – Election of Elias Links as a Non-Executive Director of the Company
                                                                                              Shares
       Total Shares voted
                                                                                              abstained
       For (%)(1)                Against (%)(1)         Number            %(2)                %(2)
     94.66                    5.34                    306,162,897      85.31               0.02

3.    Ordinary Resolution 2 – Authorisation of directors and Company Secretary
                                                                                              Shares
       Total Shares voted
                                                                                              abstained
       For (%)(1)                Against (%)(1)         Number            %(2)                %(2)
     100.00                   0.00                    306,162,897      85.31               0.02

      (1) Expressed as a percentage of Sea Harvest voteable ordinary shares for each resolution.
      (2) Expressed as a percentage of Sea Harvest Issued Ordinary Shares.
As previously announced on Thursday, 4 July 2024, the proposed amendment to the MOI arose from
the recent conclusion (as disclosed to shareholders via SENS dated on Tuesday, 14 May 2024) of the
acquisition from Terrasan Beleggings Proprietary Limited (“Terrasan”) by:

• Sea Harvest Pelagic Fishing Proprietary Limited of 100% of all the issued ordinary shares in and
  loan claims against West Point Fishing Corporation Proprietary Limited, and 100% of all the issued
  ordinary shares in and loan claims against Saldanha Sales and Marketing Corporation Proprietary
  Limited; and
• Sea Harvest Aquaculture Proprietary Limited of 63.07% of the all the issued ordinary shares in and
  loan claims against Aqunion Proprietary Limited (together the “Transaction”).

Through the Transaction, Terrasan acquired 16.7% of Sea Harvest, and as a result, has requested
representation on the Board. Terrasan has nominated Professor Elias Links, a seasoned professional
with a distinguished career spanning over 50 years in academia, public service and the corporate
sector to serve on the Board.

Professor Links holds a B.Com degree from the University of the Western Cape (“UWC”); a Masters
degree from Stellenbosch University and a MA and PhD in Economics from the State University of
New York. Professor Links has served as the Head of the Department of Economics at UWC and as a
Permanent Representative to the World Bank and International Monetary Fund in Washington. He
also represented the Department of Finance and the Reserve Bank of South Africa in Zurich. Upon
his return to South Africa, he was appointed Chief Director for International Development Finance
and subsequently served as Ambassador and Chief Negotiator for the SA-EU Trade Agreement with
the European Union. In the corporate sector, Professor Links held an executive position at Santam
and was later appointed Professor in International Finance at the University of Stellenbosch
Business School. Professor Links is the current Chairman of the Audit and Risk Committee and a
Director of Terrasan Group Limited.

Accordingly, Shareholders are hereby advised that, in accordance with paragraph 3.59(a) of the JSE
Limited Listings Requirements, the Board of Directors of Sea Harvest (the “Board”) has appointed
Professor Elias Links as a non-executive director to the Board, effective 5 August 2024.



Cape Town
5 August 2024

Sponsor
The Standard Bank of South Africa Limited