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Notice of Annual General Meeting and Release of Integrated Report and ESG Report and Specific Repurchase Authority
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”)
Notice of Annual General Meeting and Release of Integrated Report and ESG Report, Specific
Repurchase Authority and B-BBEE Annual Compliance Report
1. Notice of Annual General Meeting and Release of Integrated Report and ESG Report
Notice is hereby given that the Annual General Meeting (“AGM”) of the shareholders of the
Company will be held and conducted entirely by electronic communication on Wednesday, 18 May
2022 at 10:00. The notice of AGM, incorporating the summarised consolidated annual financial
statements of the Company for the year ended 31 December 2021, was dispatched to shareholders
today, 14 April 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 AGM is Friday, 13 May 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, 10 May 2022.
Shareholders are further advised that the Company’s audited annual financial statements for the
year ended 31 December 2021 have also been published and are available on the Company’s
website at https://seaharvestgroup.co.za/investors/financial-results/.
The Integrated Report and ESG Report for the year ended 31 December 2021 will be published and
available to shareholders on Tuesday, 19 April 2022 on the Company’s website at
https://seaharvestgroup.co.za/investors/integrated-reporting/
The summary information pertaining to the AGM is as follows:
Issuer Name Sea Harvest Group Limited
Type of Instrument Ordinary Shares
ISIN Numbers ISIN: ZAE000240198
JSE Codes SHG
Meeting Type Annual General Meeting
Meeting Venue Virtual Meeting
Record Date – To determine which
shareholders are entitled to receive
the Notice of meeting Friday, 08 April 2022
Publication/Posting Date Thursday, 14 April 2022
Last day to Trade – Last day to trade
Tuesday, 10 May 2022
to determine eligible shareholders
that may attend, speak and vote at
the Meeting
Record Date ? Record date to
determine eligible shareholders that
may attend, speak and vote at the
Meeting Friday, 13 May 2022
Meeting deadline date (For
administrative purposes, forms of
proxy for the meeting to be lodged) 10:00 on Tuesday, 17 May 2022
Meeting date 10:00 on Wednesday, 18 May 2022
Publication of results Thursday, 19 May 2022
Website link https://seaharvestgroup.co.za/investors/governance/
2. The Specific Repurchase Authority^
2.1 Introduction and rationale
The Company has in place a long-term incentive plan known as the FSP, and in terms of the FSP,
Forfeitable Shares are from time to time awarded to Participants on the basis that the relevant
Forfeitable Shares (being a combination of Retention Shares, Bonus Shares and Performance
Shares) are released to them once they have Vested. Upon such Vesting, Participants are able to
deal freely with the Forfeitable Shares, and may, for example, sell them on the JSE in order to raise
funds to pay any taxes in respect of which they have become liable as a result of such Vesting.
Due to the illiquidity of the Shares, the Company wishes to have at its disposal an alternative
mechanism to facilitate the sale of Vested Forfeitable Shares by those Participants who may from
time to time wish to dispose of their Vested Forfeitable Shares and is of the view that this could be
achieved by the Company or any one of more of its major subsidiaries repurchasing such Vested
Forfeitable Shares.
2.2 Specific Repurchase Authority
A special resolution regarding the Specific Repurchase Authority has been incorporated into the
notice of AGM in terms of which it has been proposed that the Company through any one or
more of its wholly owned subsidiaries be given the specific authority to repurchase, by way of
a Specific Repurchase, Vested Forfeitable Shares from Participants wishing to dispose of their
Vested Forfeitable Shares at the Specific Repurchase Price, on the basis that such authority
would apply in respect of Forfeitable Shares due to vest on or about 8 March 2023 and will
expire at the conclusion of the Specific Repurchase, which period will be calculated with
reference to the Repurchase Period.
The Specific Repurchase by the Company through any one or more of its wholly owned
subsidiaries in terms of the Specific Repurchase Authority will be subject to the following:
2.2.1 the aggregate number of Forfeitable Shares repurchased will not exceed a maximum of
2 465 721 Forfeitable Shares, being the total number of Forfeitable Shares due to Vest in
March 2023. Should the Company’s issued Share Capital remain unchanged, the Specific
Repurchase would represent a repurchase of 0.83% of the Company’s issued Share
Capital.
2.2.2 the Company through any one or more of its wholly owned subsidiaries will repurchase
the Forfeitable Shares at the Specific Repurchase Price, being the volume weighted
average price of the Shares traded on the JSE over the 30 Business Days prior to the date
of the Vesting (and not at a premium) of the Forfeitable Shares as agreed in writing
between any one or more of the Company’s wholly owned subsidiaries and the relevant
Participant.
2.2.3 Subsequent to the Specific Repurchase, the Forfeitable Shares repurchased pursuant to
the Specific Repurchase will be held as treasury shares by any one or more of the
Company’s wholly owned subsidiaries and would be subsequently issued by the FSP for
settlement of new awards made by the FSP.
2.2.4 In terms of paragraph 5.69(b) of the JSE Listings Requirements, Participants and their
associates will be excluded from voting their shares on the special resolution required to
authorise the Specific Repurchase Authority.
2.3 RELATED PARTIES CONSIDERATIONS
In terms of paragraph 10.1 of the JSE Listings Requirements, directors of the Company who are
Participants would be classified as related parties. Set out below are the directors of the Company and
its wholly owned subsidiaries who are also Participants and whose Vested Forfeitable Shares may be
repurchased in terms of the Specific Repurchase Authority. The directors’ Forfeitable Shares listed
below have been included in the calculation of the maximum number of Forfeitable Shares that may
be repurchased in terms of the Specific Repurchase.
Directors Name* Forfeitable Shares awarded and due
to Vest in March 2023
Felix Ratheb+ 612 308
Muhammad Brey+ 315 139
Terence Calvin Brown# 177 146
Madoda Khumalo# 43 839
Konrad Geldenhuys# 176 458
* In relation to related parties, only executive directors participate in the FSP
+ Executive Directors of the Company and each of its wholly owned subsidiaries
#
Executive Directors of the Company’s wholly owned subsidiaries
Notwithstanding that the Specific Repurchase may from time to time be from related parties as
defined in terms of the JSE Listings Requirements, the Specific Repurchase Price, will not be at a
premium to the volume weighted average price of the Shares traded on the JSE over 30 Business Days
prior to the date of the Vesting of a particular tranche of Forfeitable Shares and as agreed in writing
between any one or more of the Company’s wholly owned subsidiaries and the relevant related party
who is a Participant. As such, a fairness opinion will not be required in terms of paragraph 5.69(e) of
the JSE Listings Requirements.
2.4 Impact of the Specific Repurchase on Financial Information
2.4.1 The exact Specific Repurchase Price cannot at this stage be determined as the value of the
Company’s Shares in 2023 is unknown. However, using an indicative value of R14.00
(fourteen Rand) per Share, the maximum Repurchase Price in respect of the 2023
Repurchase would be approximately R34 520 094 (thirty-four million five hundred and
twenty thousand and ninety-four Rand).
2.4.2 The Company’s cash balances in the 2023 financial year will decrease by the aggregate
Specific Repurchase Price as a result of the Specific Repurchase. The repurchased Forfeitable
Shares will continue to be held as treasury shares, and thus there will be no change to the
financial information. To the extent that any of the Forfeitable Shares repurchased by way
of the Specific Repurchase are repurchased by the Company and cancelled, the Company's
share capital and share premium will reduce by a corresponding amount.
^Capitalised words and expressions used in this announcement bear the same meaning as the
capitalised and defined words and expressions used in the notice of AGM and the Specific
Repurchase Circular incorporated thereto.
3. B-BBEE Annual Compliance Report
In compliance with paragraph 16.21(g) of the Listings Requirements of the JSE Limited,
shareholders are advised the Company’s annual compliance report in terms of section 13G(2) of
the Broad-Based Black Economic Empowerment Act has been submitted to the Commissioner and
is available on the Company’s website at https://seaharvestgroup.co.za/investors/governance/
Cape Town
14 April 2022
Sponsor
The Standard Bank of South Africa Limited
Date: 14-04-2022 03:30:00
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