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SEA HARVEST GROUP LIMITED - Notice of General Meeting of Shareholders

Release Date: 04/07/2024 15:02
Code(s): SHG     PDF:  
Wrap Text
Notice of General Meeting of Shareholders

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 GENERAL MEETING OF SEA HARVEST SHAREHOLDERS

Shareholders are advised that a circular ("Circular") will be distributed to shareholders today relating to an
amendment to the Company's Memorandum of Incorporation ("MOI") allowing for the appointment of
directors to the board of directors of Sea Harvest ("Board") of over the age of 75 ("Amendment"). The MOI
currently only allows directors up to the age of 75 to be appointed to the Board.


The proposed amendment to the MOI arises from the recent conclusion (as disclosed to shareholders via
SENS on 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.

Furthermore, as Professor Elias Links is over the age of 75, an alteration to the Sea Harvest MOI is required
to allow directors over the age of 75 to serve on the Board.


Additional copies of the Circular, in its printed format, may be obtained from the registered office of the Company
situated at 1st Floor, Block C, The Boulevard, Searle Street, Woodstock, Western Cape, 7925, during normal
business hours from Thursday, 4 July 2024 to and including Monday, 5 August 2024. The Circular has also been
made available on the Company's website at www.seaharvestgroup.co.za.


      NOTICE OF GENERAL MEETING
      Notice is hereby given that the General Meeting, convened in terms of the notice of General Meeting incorporated
      in the Circular, will be held at 12:30 on Monday, 5 August 2024, entirely through electronic communication.
      Shareholders will be requested to consider and, if deemed fit, to pass, with or without modification, the relevant
      resolutions required to authorise and implement Amendment.


      SALIENT DATES AND TIMES
      The salient dates and times in relation to the General Meeting are set out below.

                                                                                                                      2024
Record date to determine which Sea Harvest Shareholders are entitled to receive the                        Friday, 28 June
Circular

Circular distributed to Shareholders on                                                                   Thursday, 4 July
Announcement of distribution of Circular and notice of General Meeting released on                        Thursday, 4 July
SENS on
Last day to trade to be recorded in the Company's register in order to be eligible to                    Tuesday, 23 July
vote at the General Meeting
Record date in order to be eligible to attend, participate in and vote at the General                       Friday, 26 July
Meeting
Last day to lodge forms of proxy in respect of the General Meeting by 12:30 on                            Friday, 2 August


General Meeting to be held at 12:30 on                                                                 Monday, 5 August

Results of General Meeting released on SENS on or about                                                Monday, 5 August

 Notes:
 1.   All references to dates and times are to local dates and times in South Africa. These dates and times are subject to
      amendment. Any such amendment will be released on SENS and published in the press.
 2.   Shares may not be rematerialised or dematerialised from Wednesday, 24 July 2024 to Friday, 26 July 2024 (both days
      inclusive).

Cape Town
4 July 2024

Sponsor:
The Standard Bank of South Africa Limited

Date: 04-07-2024 03:02:00
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