Sea Harvest Group Limited (JSE:SHG) News - Posting of Specific Repurchase Circular and notice of General Meeting

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”)

Posting of Specific Repurchase Circular and notice of General Meeting

1. Specific Repurchase Authority and Circular to shareholders

   The Company has in place a long-term incentive plan known as the Viking Staff Share Scheme
   (the “Scheme”). The Scheme, which was initially implemented for the benefit of persons employed
   in the group of businesses operated by Viking Fishing Holdings, and was inherited by the Company
   pursuant to the Viking Transaction, constitutes a broad-based equity scheme for the benefit of
   employees of the Viking Fishing Division of Sea Harvest Corporation Proprietary Limited, a wholly
   owned subsidiary of the Company, who are permanently employed for an unbroken period of at
   least 12 months, and do not qualify to participate in any other equity incentive scheme of the
   Company, including the Sea Harvest Employee Share Scheme and the Forfeitable Share Plan.

   The Viking Staff Trust, which the Participants are beneficiaries of, and which acts as administrator
   of the Scheme, holds 2 923 077 shares in the issued share capital of the Company, representing
   0.98% of the shares in issue.

   The Scheme matured on 31 March 2022, with effect from which date the Company has the option
   to, in accordance with the provisions of the deed of trust in terms of which the Scheme is
   constituted ("Trust Deed"), direct the disposition of the Scheme Shares, and procure that the
   Company, or one of its wholly owned subsidiaries nominated by it, repurchase or purchase, as
   applicable, all or some of the Scheme Shares at the market price of such shares. The proceeds of
   such disposal will be distributed to the Participants in accordance with their respective
   entitlements, as set out in the Trust Deed.

   The Company now wishes to exercise its rights in terms of the Trust Deed and repurchase, and/or
   procure that one of its wholly owned subsidiaries purchases, all or some of the Scheme Shares held
   by the Viking Staff Trust, in order to facilitate the realisation of value in the Scheme to the benefit
   of Participants, in an orderly manner.

   Any such repurchase would be a specific repurchase in terms of the JSE Listings Requirements and
   could only be undertaken in terms of a specific authority granted by shareholders. Accordingly, the
   Company is seeking such specific authority from shareholders to effect such specific repurchase.

   Full details of the proposed authority to effect a Specific Repurchase of Scheme Shares from the
   Viking Staff Trust in accordance with the provisions of the Scheme (the “Specific Repurchase”),
   incorporating a notice of General Meeting, (collectively the “Specific Repurchase Circular” or
   “Circular”) has been dispatched and made available to shareholders today, Wednesday, 27 July
   2022.

   If approved by shareholders, the Specific Repurchase will be implemented during a Closed Period,
   as defined in the JSE listings requirements. In this regard, shareholders are advised that the
   Company applied for and has been granted dispensation from complying with the provisions of
   paragraph 5.69 (h) of the JSE Listings Requirements in all respects and may thus undertake the
   Specific Repurchase during the Closed Period.
2. Posting of Circular and notice of General Meeting

   Notice is hereby given that the General Meeting (“GM”) of the shareholders of the Company will
   be held and conducted entirely by electronic communication on Friday, 26 August 2022 at 14:00.
   The Circular including the notice of GM, was dispatched to shareholders today, Wednesday, 27 July
   2022, and is also available on the Company’s website at https://seaharvestgroup.co.za/investors/governance/.

   The record date for the purposes of determining which shareholders are entitled to participate in
   and vote at the GM is Friday, 19 August 2022. Accordingly, the last date to trade in the shares of
   the Company in order to be recorded in the register by the record date is Tuesday, 16 August 2022.

   The summary information pertaining to the general meeting is as follows:

    Issuer Name                                                         Sea Harvest Group Limited

    Type of Instrument                                                              Ordinary Shares

    ISIN Numbers                                                                ISIN: ZAE000240198

    JSE Codes                                                                                  SHG

    Meeting Type                                                                   General Meeting

    Meeting Venue                                                                   Virtual Meeting

    Record Date – To determine which
    shareholders are entitled to receive
    the Circular and notice of meeting                                         Friday, 22 July 2022

    Publication/Posting Date                                                Wednesday, 27 July 2022

    Last day to Trade – Last day to trade
    to determine eligible shareholders
    that may attend, speak and vote at
    the GM                                                                   Tuesday, 16 August 2022

    Record Date ? Record date to
    determine eligible shareholders that
    may attend, speak and vote at the GM                                      Friday, 19 August 2022

    GM deadline date (For administrative
    purposes, forms of proxy for the
    meeting to be lodged)                                          14:00 on Thursday, 25 August 2022

    GM date                                                          14:00 on Friday, 26 August 2022

    Publication of results on or about                                        Friday, 26 August 2022

    Website link                             https://seaharvestgroup.co.za/investors/governance/


   ^Capitalised words and expressions used in this announcement bear the same meaning as the
   capitalised and defined words and expressions used in the Circular.

Cape Town
Wednesday, 27 July 2022

Sponsor
The Standard Bank of South Africa Limited

Legal advisor
CDH

Date: 27-07-2022 05:45:00
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