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Notice of Annual General Meeting and Release of Integrated Report, 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, ESG Report and Specific
Repurchase Authority
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 Thursday, 28
May 2026 at 10:00. The notice of AGM, incorporating the summarised consolidated annual
financial statements of the Company for the year ended 31 December 2025, was dispatched
to shareholders today, 24 April 2026, and is also available on the Company's website at
https://seaharvestgroup.co.za/corporate-governance/.
The record date for the purposes of determining which shareholders are entitled to participate
in and vote at the AGM is Friday, 22 May 2026. 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, 19 May
2026
Shareholders are further advised that the Company's audited annual financial statements for
the year ended 31 December 2025 have also been published and are available on the
Company's website at https://seaharvestgroup.co.za/financial-results/.
The Integrated Report and ESG Report for the year ended 31 December 2025 is available to
shareholders today, Friday, 24 April 2026 on the Company's website at
https://seaharvestgroup.co.za/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 Friday, 17 April 2026
shareholders are entitled to receive the
Notice of meeting
Publication/Posting Date Friday, 24 April 2026
Last day to Trade – Last day to trade Tuesday, 19 May 2026
to determine eligible shareholders
that may attend, speak and vote at
the Meeting
Record Date - Record date to Friday, 22 May 2026
determine eligible shareholders that
may attend, speak and vote at the Meeting
Meeting deadline date (For Tuesday, 26 May 2026
administrative purposes, forms of
proxy for the meeting to be lodged)
Meeting date
Annual General Meeting of Shareholders Thursday, 28 May 2026
to be held at 10:00 on
Publication of results Thursday, 28 May 2026
Website link https://seaharvestgroup.co.za/corporate-governance/
2. The Specific Repurchase Authority^
2.1 Introduction and rationale
The Company has in place a long-term incentive plan known as the Forfeitable Share Plan
("FSP"). 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.
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
one or more of the Company's wholly-owned subsidiaries repurchasing such Vested
Forfeitable Shares.
2.2 Specific Repurchase Authority
It is proposed that the Company be given the specific authority to repurchase, through any
one or more of its wholly-owned subsidiaries, by way of the 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 will apply in respect of
the Forfeitable Share due to Vest in the 2026 and 2027 financial years of the Company
(such Vesting to occur on or about 30 November 2026 and 10 March 2027) and will expire
at the end of the applicable Repurchase Period (i.e. during January 2026 and May 2027
respectively). The Specific Repurchase in terms of the Specific Repurchase Authority will
be subject to the following:
2.2.1 the aggregate number of Forfeitable Shares to be repurchased will not exceed a
maximum of 5 914 993 (Five Million Nine Hundred and Fourteen Thousand Nine
Hundred and Ninety Three) Forfeitable Shares, being the total number of the
Forfeitable Shares due to Vest on or about 30 November 2026 and 10 March 2027,
and representing 1.64% (one point six four percent) of the Company's issued share
capital;
2.2.2 any one or more of the Company's wholly-owned subsidiaries will purchase the
Forfeitable Shares at the Specific Repurchase Price, being the volume weighted
average price of the Shares traded on the JSE over the 30 (thirty) Business Days
prior to the date of the Vesting of the Forfeitable Shares and as agreed in writing
between the Company or any one or more of its wholly-owned subsidiaries and the
relevant Participant.
Following to the applicable Specific Repurchase, the Forfeitable Shares repurchased by
any of the Company's wholly-owned subsidiaries pursuant to the Specific Repurchase will
be held as treasury shares by such subsidiaries and could be subsequently applied by the
FSP in settlement of new awards made by the FSP.
The FSP Shares which have not Vested are currently treated as treasury shares and
comprise c.1.64% (one point sixty four percent) or 5 914 993 (Five Million Nine Hundred
and Fourteen Thousand Nine Hundred and Ninety Three) of the Company's issued share
capital. Upon repurchase of the Forfeitable Shares by any one or more of the Company's
wholly-owned subsidiaries, the repurchased Forfeitable Shares will remain treasury shares
and, assuming that the maximum number of Forfeitable Shares is repurchased, and are all
held as treasury shares, the share capital of the Company will remain the same
In terms of paragraph 7.77 of the JSE Listings Requirements, Participants, and their
associates, as defined by the JSE Listings Requirements, will be excluded from voting their
Shares on the ordinary resolution required to provide the Specific Repurchase Authority.
However, their votes will be considered for the purposes of establishing a quorum for the
AGM.
2.3 Related Parties Considerations
In terms of paragraph 9 of the JSE Listings Requirements and section 48(8) of the Companies
Act, any directors of the Company who are Participants would be classified as related parties.
Set out below are the directors of the Company, its major subsidiaries and its wholly-owned
subsidiaries who are also Participants together with their number of Forfeitable Shares due to
Vest in 2026 and 2027. The directors' Forfeitable Shares listed below have been included in
the maximum number of Forfeitable Shares that may be repurchased.
Forfeitable Shares % of issued share Forfeitable Shares % of issued share
awarded capital awarded capital
and Vesting in and Vesting in March
DIRECTORS NAME* November 2026 2027
F Ratheb+ 416 812 0.12% 906 741 0.25%
M Brey+ 258 927 0.07% 437 148 0.12%
TC Brown# 166 036 0.05% 235 510 0.07%
M Khumalo# 111 731 0.03% 77 800 0.02%
K Geldenhuys# 166 036 0.05% 253 845 0.07%
G Nortje# 148 155 0.04% 139 057 0.04%
*In respect of related parties, only executive directors participate in the FSP
+Executive directors of both the Company and all its major subsidiaries
# Executive directors of the Company's wholly-owned subsidiaries
Notwithstanding that the Specific Repurchase may be from related parties as defined in terms
of the JSE Listings Requirements, the Specific Repurchase Price is not at a premium to the
volume weighted average price of the Shares traded on the JSE over 30 (thirty) Business Days
prior to the date of the Vesting of that particular tranche of Forfeitable Shares and as agreed in
writing between the Company and the relevant Participant. As such, a statement by the
independent members of the board whether the repurchase is fair insofar as the equity
securities holders (excluding the related party and its associates) of the issuer are concerned
will not be required in terms of paragraph 7.82(c) 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
traded price of the Company's shares during the relevant period preceding the
applicable Vesting Date is unknown. However, using an indicative value of R10
(ten rand) per Share, the maximum aggregate Repurchase Price in respect of the
Specific Repurchase would be approximately R59 143 930 (Fifty-Nine Million One
Hundred and Forty-Three Thousand Nine Hundred and Thirty rand).
2.4.2 The Company's cash balances in the 2026 and 2027 financial year will decrease
by the aggregate Specific Repurchase Price as a result of the Specific Repurchase.
The repurchased Forfeitable Shares will, to the extent they were purchased by the
wholly owned subsidiaries of the Company, continue to be held as treasury shares,
and thus there will be no change to the financial information.
3. Source of Funds
Any amounts payable in terms of the Specific Repurchase will be funded from existing cash
resources at the time of the Specific Repurchase.
^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.
Cape Town
24 April 2026
Sponsor
The Standard Bank of South Africa Limited
Date: 24-04-2026 03:23:00
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